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GLOBAL
OFFERING
(A joint stock company incorporated in the People's Republic of China with limited liability)
Stock Code : 6082
上海壁仞科技股份有限公司
Shanghai Biren Technology Co., Ltd.
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Sponsors, Sponsor-OCs, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunner and Joint Lead Manager
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers


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Important: If you are in any doubt about any of the contents of this Prospectus, you should obtain professional independent advice.
Shanghai Biren Technology Co., Ltd.
ʮ̡
(A joint stock company incorporated in the People’ s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under
the Global Offering
: 247,692,800 H Shares (subject to the
Offer Size Adjustment Option and the
Over-allotment Option)
Number of Hong Kong Offer Shares : 12,384,800 H Shares (subject to
reallocation)
Number of International Offer Shares : 235,308,000 H Shares (subject to
reallocation, the Offer Size Adjustment
Option and the Over-allotment
Option)
Maximum Offer Price : HK$19.60 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,
subject to refund)
Nominal value : RMB0.02 per H Share
Stock code : 6082
Joint Sponsors, Sponsor-OCs, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Bookrunner and Joint Lead Manager
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the contents of this Prospectus, make no
representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Prospectus.
A copy of this Prospectus, having attached thereto the documents specified in the section headed “Appendix VI – Documents Delivered to the Registrar o f Companies in Hong Kong and Available on Display” in this
Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous P rovisions) Ordinance, Chapter 32 of the Laws of Hong Kong.
The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this Prospec tus or any other documents referred to above.
The Offer Price is expected to be determined by agreement between the Sponsor-OCs (for themselves and on behalf of the Underwriters) and the Company on or before 12:00 noon on Tuesday, December 30, 2025. The
Offer Price will not be more than HK$19.60 per Offer Share and is currently expected to be not less than HK$17.00 per Offer Share unless otherwise announ ced. If, for any reason, the Offer Price is not agreed by 12:00
noon on Tuesday, December 30, 2025 between the Sponsor-OCs (for themselves and on behalf of the Underwriters) and the Company, the Global Offering wil l not proceed and will lapse.
The Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters) may, with the consent of our Company, reduce the number of Hong Kong Offer S hares and/or the indicative Offer Price range
stated in this Prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a cas e, notices of the reduction in the number of Hong
Kong Offer Shares and/or the indicative Offer Price range will be published on the websites of the Stock Exchange at www.hkexnews.hk and on the website of our Company at www.birentech.com and the
offer will be canceled and relaunched at the revised number of Hong Kong Offer Shares and/or the revised indicative Offer Price range with a supplement al prospectus or a new prospectus. Further details
are set out in the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this Prospectus. The obligations o f the Hong Kong Underwriters under the Hong Kong
Underwriting Agreement are subject to termination by the Sponsor-OCs (on behalf of the Underwriters) if certain events occur prior to 8:00 a.m. on the Listing Date. Please refer to the section headed
“Underwriting”.
We are a Specialist Technology Company (as defined under Chapter 18C of the Listing Rules). The securities of Specialist Technology Companies carry h igh investment risks including risks of share price
volatility and inflated valuation due to the difficulty in valuing such companies. Investors should fully understand the investment risks of a Speci alist Technology Company and the risks disclosed by us before
making their investment decisions.
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
pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act. The Offer Shares may be offered and sold only outside the United States in an offshore
transaction in accordance with Regulation S under the U.S. Securities Act.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this Prospectus to the p ublic in relation to the Hong Kong Public Offering.
This Prospectus is available at the websites of the Stock Exchange ( www.hkexnews.hk ) and our Company ( www.birentech.com ). If you require a printed copy of this Prospectus, you may download and print from
the website addresses above.
IMPORTANT
December 22, 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.birentech.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 HK eIPO White Form service at www.hkeipo.hk ;
or
(2) apply through the HKSCC EIPO channel to electronically cause 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; or
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 “How to Apply for Hong Kong Offer Shares” in this Prospectus for
further details on the procedures through which you can apply for the Hong Kong Offer
Shares electronically.
IMPORTANT


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Y our application through the HK eIPO White Form service or the HKSCC EIPO
channel must be for a minimum of 200 Hong Kong Offer Shares and in one of the
numbers set out in the table. If you are applying through the HK eIPO White Form
service, you may refer to the table below for the amount payable for the number of
Shares you have selected. Y ou must pay the respective maximum amount payable on
application in full upon application for Hong Kong Offer Shares. If you are applying
through the HKSCC EIPO channel, you are required to prefund your application based
on the amount specified by your broker or custodian, as determined based on the
applicable laws and regulations in Hong Kong.
No. of
Hong Kong
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 3,959.54 4,000 79,190.67 60,000 1,187,859.95 800,000 15,838,132.80
400 7,919.06 5,000 98,988.34 70,000 1,385,836.62 900,000 17,817,899.40
600 11,878.60 6,000 118,786.00 80,000 1,583,813.28 1,000,000 19,797,666.00
800 15,838.13 7,000 138,583.66 90,000 1,781,789.95 2,000,000 39,595,332.00
1,000 19,797.67 8,000 158,381.33 100,000 1,979,766.60 3,000,000 59,392,998.00
1,200 23,757.21 9,000 178,178.99 200,000 3,959,533.20 4,000,000 79,190,664.00
1,400 27,716.73 10,000 197,976.65 300,000 5,939,299.80 5,000,000 98,988,330.00
1,600 31,676.27 20,000 395,953.32 400,000 7,919,066.40 6,192,400
(1) 122,595,066.94
1,800 35,635.79 30,000 593,929.98 500,000 9,898,833.00
2,000 39,595.33 40,000 791,906.65 600,000 11,878,599.60
3,000 59,393.00 50,000 989,883.30 700,000 13,858,366.20
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong
Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee
and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange
Participants (as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for
applications made through the application channel of the HK eIPO White Form service) while the
SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be paid to
the SFC, the Stock Exchange and the AFRC, respectively.
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 in the following expected timetable of the Hong Kong Public
Offering, we will issue an announcement in Hong Kong to be published on the Company’ s
website at www.birentech.com and the website of the Stock Exchange at
www.hkexnews.hk .
Hong Kong Public Offering commences ...................... .9:00 a.m. on Monday,
December 22, 2025
Latest time to complete electronic applications under HK eIPO
White Form service through the designated website at
www.hkeipo.hk (2) ...................................... 1 1:30 a.m. on Monday,
December 29, 2025
Application lists open (3) .................................. 1 1:45 a.m. on Monday,
December 29, 2025
Latest time to (a) lodge completing payment of HK eIPO
White Form applications by effecting internet banking
transfers(s) or PPS payment transfer(s) and (b) give
electronic application instructions to HKSCC
(4) ........... .12:00 noon on Monday,
December 29, 2025
If you are instructing your broker or custodian who is a HKSCC Participant to give electronic
application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer
Shares on your behalf, you are advised to contact your broker or custodian for the latest
time for giving such instructions which may be different from the latest time as stated above.
Application lists close (3) ................................ .12:00 noon on Monday,
December 29, 2025
Expected Price Determination Date (5) ......................o no r before 12:00 noon
on Tuesday,
December 30, 2025
Announcement of the final Offer Price, the level of indications
of interest in the International Offering, the level of applications
in the Hong Kong Public Offering and the basis of allocation of
the Hong Kong Offer Shares to be published and on the website
of the Stock Exchange at www.hkexnews.hk and the
Company’s website at www.birentech.com (6) on or before . . .11:00 p.m. on Wednesday,
December 31, 2025
EXPECTED TIMETABLE (1)
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The results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) to be available through a variety of
channels, including:
 in the announcement to be posted on our website and
the website of the Stock Exchange at
www.birentech.com and www.hkexnews.hk
respectively ....................................1 1:00 p.m. on Wednesday,
December 31, 2025
 from the “Allotment Results” page at the designated
results of allocations website at www.hkeipo.hk/IPOResult
(or www.tricor.com.hk/ipo/result ) with
a “search by ID” function from ............................... 1 1:00 p.m. on
Wednesday, December 31, 2025 to
12:00 midnight on
Tuesday, January 6, 2026
 from the allocation results telephone enquiry line
by calling +852 3691 8488 between 9:00 a.m.
and 6:00 p.m. from ................................ .Friday, January 2, 2026
to Wednesday, January 7, 2026
(excluding Saturday, Sunday and
public holiday in Hong Kong)
For those applying through HKSCC EIPO channel,
you may also check with your broker or custodian ........ .from 6:00 p.m. on Tuesday,
December 30, 2025
H Share certificates in respect of wholly or partially
successful applications to be dispatched or
deposited into CCASS on or before
(7) ..............................W ednesday,
December 31, 2025
HK eIPO White Form e-Auto Refund payment
instructions/refund checks in respect of wholly or
partially successful applications (if applicable) or
wholly or partially unsuccessful applications to
be dispatched on or before
(8)(9) ....................................... Friday,
January 2, 2026
Dealings in H Shares on the Stock Exchange expected to
commence at .......................................... .9:00 a.m. on Friday,
January 2, 2026
EXPECTED TIMETABLE (1)
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Notes:
(1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates.
(2) Y ou will not be permitted to submit your application under the HK eIPO White Form service through the
designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have
already submitted your application and obtained an application reference number from the designated website
prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of
application monies) until 12:00 noon on the last day for submitting applications, when the application lists
close.
(3) If there is/are a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above and/or
Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday,
December 29, 2025, the application lists will not open or close on that day. For further details, please see the
section headed “How to Apply for Hong Kong Offer Shares – E. Severe Weather Arrangements” in this
Prospectus.
(4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC
should refer to the section headed “How to Apply for Hong Kong Offer Shares – A. Application for Hong Kong
Offer Shares – 2. Application Channels” in this Prospectus.
(5) The Price Determination Date is expected to be on or about Tuesday, December 30, 2025 and in any event, not
later than 12:00 noon on Tuesday, December 30, 2025. If, for any reason, the Offer Price is not agreed between
the Sponsor-OCs (for themselves and on behalf of the Underwriters) and the Company by 12:00 noon on
Tuesday, December 30, 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) H Share certificates will only become valid at 8:00 a.m. on the Listing Date provided that the Global Offering
has become unconditional in all respects and the Underwriting Agreements have not been terminated in
accordance with their respective terms. Investors who trade H Shares on the basis of publicly available
allocation details prior to the receipt of H Share certificates or prior to the H Share certificates becoming valid
evidence of title do so entirely at their own risk.
(8) HK eIPO White Form e-Auto Refund payment instructions/refund checks will be issued in respect of wholly
or partially unsuccessful applications pursuant to the Hong Kong Public Offering and in respect of wholly or
partially successful applicants in the event that the final Offer Price is less than the price payable per Offer
Share on application. Part of the applicant’s identification document number, or, if the application is made by
joint applicants, part of the identification document number of the first-named applicant, provided by the
applicant(s) may be printed on the refund check, if any. Such data would also be transferred to a third party
for refund purposes. Banks may require verification of an applicant’s identification document number before
encashment of the refund check. Inaccurate completion of an applicant’s identification document number may
invalidate or delay encashment of the refund check.
(9) Applicants who have applied through the HK eIPO White Form service for 1,000,000 or more Hong Kong
Offer Shares may collect the H Share certificates in person from the H Share Registrar, Tricor Investor Services
Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong from 9:00 a.m. to 1:00 p.m. on
Friday, January 2, 2026 or any other places or date as notified by us as the date of dispatch of H Share
certificates/ HK eIPO White Form e-Auto Refund payment instructions/refund checks. Applicants being
individuals who are eligible for personal collection may not authorize any other person to collect on their
behalf. If you are a corporate applicant which is eligible for personal collection, your authorized representative
must bear a letter of authorization from your corporation stamped with your corporation’s chop. Both
individuals and authorized representatives must produce evidence of identity acceptable to our H Share
Registrar at the time of collection.
Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to
the section headed “How to Apply for Hong Kong Offer Shares – D. Dispatch/Collection of H Share
Certificates and Refund of Application Monies” in this Prospectus for details.
EXPECTED TIMETABLE (1)
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Applicants who have applied through the HK eIPO White Form service and paid their applications monies
through single bank accounts may have refund monies (if any) dispatched to the bank account in the form of
HK eIPO White Form e-Auto Refund payment instructions. Applicants who have applied through the HK
eIPO White Form service and paid their application monies through multiple bank accounts may have refund
monies (if any) dispatched to the address as specified in their application instructions in the form of refund
checks in favor of the applicant (or, in the case of joint applications, the first-named applicant) by ordinary
post at their own risk.
H Share certificates and/or refund checks (if applicable) for applicants who have applied for less than
1,000,000 Hong Kong Offer Shares and any uncollected H Share certificates will be dispatched by ordinary
post, at the applicants’ risk, to the addresses specified in the relevant applications.
Further information is set out in the sections headed “How to Apply for Hong Kong Offer Shares – D.
Dispatch/Collection of H Share Certificates and Refund of Application Monies” in this Prospectus.
The above expected timetable is a summary only. For further details of the structure of
the Global Offering, including its conditions, and the procedures for applications for
Hong Kong Offer Shares, please see the sections headed “Structure of the Global Offering” and
“How to Apply for Hong Kong Offer Shares” in this Prospectus, respectively.
If the Global Offering does not become unconditional or is terminated in accordance with
its terms, the Global Offering will not proceed. In such case, the Company will make an
announcement as soon as practicable thereafter.
EXPECTED TIMETABLE (1)
–i v–


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IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This Prospectus is issued by us 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 making, 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 in any jurisdiction other than Hong Kong
and no action has been taken to permit the distribution of this Prospectus in any
jurisdiction other than Hong Kong. The distribution of this Prospectus for 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.
You 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 us, the Joint
Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, 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.
Page
EXPECTED TIMETABLE ............................................ i
CONTENTS ....................................................... v
SUMMARY ....................................................... 1
DEFINITIONS ..................................................... 2 7
GLOSSARY OF TECHNICAL TERMS ................................. 4 1
FORW ARD-LOOKING STATEMENTS ................................. 4 5
RISK FACTORS ................................................... 4 7
CONTENTS
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INFORMATION ABOUT THIS PROSPECTUS AND THE
GLOBAL OFFERING ............................................. 8 9
W AIVERS ........................................................ 9 4
DIRECTORS AND PARTIES INVOLVED IN THE
GLOBAL OFFERING ............................................. 1 0 2
CORPORATE INFORMATION ....................................... 1 1 1
INDUSTRY OVERVIEW ............................................. 1 1 3
REGULATORY OVERVIEW ......................................... 1 2 7
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE ............. 1 6 0
BUSINESS ........................................................ 2 0 5
DIRECTORS AND SENIOR MANAGEMENT ............................ 3 0 7
SHARE CAPITAL .................................................. 3 2 3
SUBSTANTIAL SHAREHOLDERS ..................................... 3 2 7
CORNERSTONE INVESTORS ........................................ 3 2 9
FINANCIAL INFORMATION ......................................... 3 5 0
FUTURE PLANS AND USE OF PROCEEDS ............................. 4 1 6
UNDERWRITING .................................................. 4 2 0
STRUCTURE OF THE GLOBAL OFFERING ............................ 4 3 4
HOW TO APPLY FOR HONG KONG OFFER SHARES ................... 4 4 7
APPENDIX I ACCOUNTANT’S REPORT ........................ I - 1
APPENDIX II UNAUDITED PRO FORMA FINANCIAL
INFORMATION ................................ II-1
APPENDIX III PROPERTY V ALUATION REPORT .................. III-1
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION ........ I V - 1
APPENDIX V STATUTORY AND GENERAL INFORMATION ........ V - 1
APPENDIX VI DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON
DISPLAY ..................................... VI-1
CONTENTS
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This summary aims to give you an overview of the information contained in this
prospectus. As it is a summary, it does not contain all the information that may be
important to you. Y ou should read the whole prospectus before you decide to invest in
the Offer Shares. In particular, we are a specialist technology company seeking to list
on the Main Board of the Hong Kong Stock Exchange under Chapter 18C of the
Listing Rules because we are unable to meet the requirements under Rule 8.05(1), (2)
or (3) of the Listing Rules. There are unique challenges, risks and uncertainties
associated with investing in companies such as ours. In addition, we have incurred net
losses since our inception, and we may incur net losses for the foreseeable future. We
had net cash used in operating activities during the Track Record Period. We did not
declare or pay any dividends during the Track Record Period and may not pay any
dividends in the foreseeable future. Y our investment decision should be made in light
of these considerations.
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” in this
prospectus. Y ou should read that section carefully in full before you decide to invest in
the Offer Shares.
OVERVIEW
We develop general-purpose computing on graphics processing units (“ GPGPU ”) chips
and GPGPU-based intelligent computing solutions to provide the foundational computing
power required by artificial intelligence (“ AI”). By integrating self-developed GPGPU-based
hardware and proprietary BIRENSUPA software platform, our solutions support the training
and inferencing of AI models in a broad range of applications from cloud to edge. In particular,
strong performance and high efficiency for large language models (“ LLMs ”) pre-training,
post-training and inference of our GPGPU-based solutions, which possess high technology
barriers, provide us with key competitive advantages among domestic players. Our technology
forms a critical infrastructure to enable AI and advance artificial general intelligence (“ AGI”),
addressing the surging computational demands across various industries to drive productivity,
innovation and transformation.
Innovation and technology excellence are our core competencies. With the rapid
development of AI, especially through LLMs and generative AI, many businesses have an
increasing need for computing solutions to meet their surging demand for computing power
and harness the power of AI. To meet such demand, we have self-developed our Specialist
Technology Product which is an integrated intelligent computing solution comprising of two
components, namely (i) hardware systems based on our GPGPU architecture and chips, and (ii)
BIRENSUPA, a computing software platform. The development of our solution requires
careful planning and coordination across various stages, we are primarily engaged in marketing
requirements analysis, defining chip specifications, architecture design, chip design, hardware
system integration and testing, in-house development of our software stack, sales and
SUMMARY
–1–


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marketing, and technical support. To facilitate the chip design process, we utilize various
items, tools and support services provided from third-party suppliers and may choose to
outsource certain backend and physical design to design services vendors. We operate under a
fabless model, and we engage third-party contract manufactures for manufacturing, assembly,
testing and packaging of our semiconductor wafers and final products. To better address our
customers’ urgent demands for high-performance computing and intelligent applications, our
Specialist Technology Product can be offered as large-scale intelligent computing clusters,
which consist of a large number of interconnected GPGPU units and that work together to
perform parallel processing tasks and controlled by our BIRENSUPA software platform.
GPGPU-based
Hardware
AI Development
& Application
BIRENSUPA
Software
Platform
OAM ServerPCIe
Server Cluster/
Supernode
O
A
MM
…
Power
GPGPU Chip
Cloud Inference Edge Computing
Self-developed
Open-source/
3rd Party Provider
Cloud Training
Large
ModelAI
ToolLibrary Programming
Model
Megatron-LM
Compiler Driver
In-house developed
Framework (SuInfer/
SuInfer-LLM)
PyTorch
vLLM
PaddlePaddle
We have built our solutions upon five foundational pillars: a self-developed GPGPU
architecture, system-on-chip (“ SoC”) design, hardware system, software platform, and cluster
deployment optimization at large scale. Specifically:
 Our technology capabilities and solution excellence are underpinned by our in-house
developed GPGPU architecture, which is purpose-built for handling large-scale AI
workloads, especially LLM workloads, to accommodate expanding model sizes,
parameters and complexities, while offering high-performance and superior general-
purpose flexibility, energy-efficiency and scalability. The unified and continuously
evolving GPGPU architecture is the core of our platform strategy and lays a solid
foundation for fast iteration and development of next generation computing
platform.
 Based on the self-developed GPGPU architecture, we design and launch a series of
chips. According to CIC, we are the first company in China to package dual AI
computing dies using 2.5D chiplet technology, supported by our superior SoC design
and execution capabilities. We are among the first in the industry to support
advanced interconnection specifications, according to CIC. Our SoC design
methodology and workflow ensure successful VLSI (V ery Large Scale Integrated
Circuit) execution and first-time-right tape-out, which help us achieve mass
production and commercialization with our first generation products.
SUMMARY
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 We have developed a comprehensive portfolio of high-performance hardware
systems in various form factors containing our self-developed GPGPUs chips, such
as PCIe Card, open accelerator module (“ OAM”), and servers. Our hardware
systems support both air-cooled and liquid-cooled solutions, helping to reduce the
power usage effectiveness (“ PUE”) and optimize energy efficiency of data centers
and comply with applicable energy-saving requirements. We provide enterprises the
mission-critical large-scale computing infrastructure that offers high performance,
reliability, and scalability.
 We have developed the BIRENSUPA software platform, bridging all of our hardware
systems with diverse AI applications and scenarios. BIRENSUPA enables our
hardware features, optimizes their performance and manages large-scale GPGPU
clusters. It offers user a friendly programming interface, high performance libraries,
training and inference frameworks and comprehensive set of tool chains to
streamline the development and deployment of AI solutions. Furthermore,
BIRENSUPA is compatible with other third-party GPGPU computing software
platforms, significantly reducing the migration cost to our GPGPU products.
 We have developed comprehensive solutions of large-scale intelligent computing
cluster by integrating our hardware systems and software platform with other
hardware infrastructure such as servers, storage, and networking equipment
provided by partners. Our cluster management platform, BIRENCUBE, is designed
to manage extensive AI hardware infrastructure, allowing us to help customers
construct GPU clusters comprising of over one thousand, or even ten thousand, GPU
chips.
As AI adoption continues to expand, a growing number of companies across diverse
industries are creating innovative AI-enabled products and services, significantly increasing
the demand for computing power. Key sectors, including AI data centers, AI solutions and
Internet, are at the forefront of the race, significantly increasing their investment in computing
power and related infrastructure. Moreover, leading companies within these industries account
for the majority of capital expenditures on computing power. Hence, we implement the strategy
that targets key industries with high demand for computing power, and form strategic
partnerships with large customers in each industry. These selected key industries include AI
data centers, telecommunications, AI solutions, energy and utilities, financial technology, and
Internet. With localized expertise and on-the-ground customer support, our solutions are
designed to address unique needs of these customers.
 We started to generate revenue from our intelligent computing solutions in 2023.
During the year ended December 31, 2024 and for the six months ended June 30,
2025, we had 14 and 12 customers for our Specialist Technology Product,
respectively, contributing a revenue amounted to RMB336.8 million and RMB58.9
million, respectively.
SUMMARY
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 As of the Latest Practicable Date, we had 24 unfulfilled binding orders for our
Specialist Technology Product with a total value of approximately RMB821.8
million.
 In addition, as of the Latest Practicable Date, we have entered into five framework
sales agreements and 24 sales contracts for our Specialist Technology Product with
a total value of approximately RMB1,240.7 million, which will contribute to our
future revenue when realized.
OUR INTELLIGENT COMPUTING SOLUTIONS
We have self-developed GPGPU-based integrated intelligent computing solutions. Our
integrated intelligent computing solution comprising of two components, namely, (i) GPGPU-
based hardware systems and (ii) BIRENSUPA, a computing software platform. To better meet
our customers’ demands for large-scale intelligent computing power, we offer intelligent
computing cluster as a total solution by integrating our hardware systems and software
platform with other hardware infrastructure such as servers, storage, and networking equipment
provided by partners. We confirm that all our intelligent computing solutions fall under the
acceptable sector of “semiconductors” pursuant to paragraph A.2 of Chapter 2.5 of the Guide,
as we primarily engage in the design of GPU chips.
Self-developed GPGPU-based Hardware Systems
Since 2019, we have developed our first-generation GPGPU architecture, upon which we
have successfully developed two chips, namely BR106 and BR110, and developed a family of
GPGPU-based hardware. We utilize chiplet technologies and advanced chip-to-chip
interconnect to launch BR166 chip products with higher performance by co-packaging two
BR106 chip dies. The key components of GPGPU-based hardware are our GPGPU chips which
are integrated into industry standard hardware form factors such as PCIe cards and OAM.
Based on customer requirements, we market and sell PCIe cards, OAMs, GPGPU servers or
server clusters with different configuration. We refer to this entire portfolio as our GPGPU-
based hardware systems.
BIRENSUPA – Software Platform
Our GPGPU-based hardware is operated using our self-developed software platform,
BIRENSUPA. It is a software stack built on top of our GPGPUs for developing AI applications.
Our BIRENSUPA software platform consists of multiple layers (driver, library, programming
platform, machine learning framework, solution), which are designed to optimize performance,
enhance development efficiency, and support a wide range of AI applications.
SUMMARY
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Intelligent Computing Clusters
A GPU cluster consists of multiple GPU servers and/or chips that accelerate the training
of deep learning algorithms through parallel computing, resulting in enhanced availability,
reliability, and scalability. We integrate GPU hardware with high-speed interconnects,
networking, and fully optimized AI software stacks to deliver high application-level
performance, allowing customers to deploy GPU clusters securely and optimally.
COMPETITIVE STRENGTHS
We believe that the following competitive strengths have contributed to, and will continue
to contribute to our success and differentiate us from our competitors:
 Advanced technology and solution in general intelligent computing;
 Comprehensive software ecosystem;
 Proven commercialization results with high-quality customer base;
 Experienced R&D team with deep industry know-how; and
 Visionary management with a proven track record of innovation and
commercialization.
OUR STRATEGIES
We strive to achieve our long-term goal of enabling technology advancements and
accelerating the applications of artificial intelligence. To achieve this goal, we intend to pursue
the following strategies:
 Continue to invest in self-developed core technology;
 Further develop and optimize our solutions;
 Enhance our open ecosystem;
 Enhance our commercialization capabilities; and
 Attract and retain talent.
CORE TECHNOLOGIES APPLIED IN OUR SPECIALIST TECHNOLOGY PRODUCT
As a result of our continuous investment in research and development, we have a large
number of core technologies that empower our Specialist Technology Product. The
development of GPGPU hardware system and related software platform require strong research
SUMMARY
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and development capacities. Our core technologies primarily cover the following aspects:
GPGPU architecture, SoC design, hardware system design, and software technologies. Biren’s
unified GPGPU architecture for training and inference has achieved strong performance, high
power-efficiency, and high versatility to reduce Total Cost of Ownership (“ TCO”) for
customers. Leveraging our architecture, we are able to develop products at different scale to
serve a wide array of use cases and markets built on a unified platform. In terms of SoC design,
we have continuously accumulated technologies throughout the process, covering SoC
architecture, memory system, multi-GPU interconnections, SoC testing, SoC design flow, and
chip package design. We have developed comprehensive hardware system design capabilities
that can support various hardware form factors containing our self-developed GPGPUs, such
as PCIe, OAM, UBB, servers and server clusters. In addition to hardware-level innovations, we
have developed a suite of software technologies that empower developers to fully utilize the
computational and communication capabilities of our GPGPUs. For details, see “Business –
Core Technologies Applied in Our Specialist Technology Products.”
RESEARCH AND DEVELOPMENT
R&D is at the heart of our business and allows us to continue to enhance and expand our
solution offerings. Our strong R&D capabilities has enabled us to develop our Specialist
Technology Product with advanced technologies in the fields of semiconductors and will
continue to support our future growth. We will continue to invest in research and development
to enhance the computing power, general applicability and efficiency of our solutions.
Our R&D is led by a strong team with 657 experienced R&D professionals as of June 30,
2025, representing approximately 83% of our total staff. Key management and core members
of our R&D team include Mr. Zhou HONG, our Chief Technology Officer, and Mr. Linglan
ZHANG, our Chief Operating Officer. Mr. Hong is responsible for overseeing and formulating
the direction of the technology development of our products. He is also the chief architect of
our GPGPU chip and is responsible for the definition and design of GPGPU architecture. Mr.
Hong has nearly 30 years of experience in design and engineering of GPU and has led R&D
teams at multiple leading semiconductor companies in China and overseas. Mr. Linglan
ZHANG is responsible for our project management and production and quality control of our
products. He has over 23 years of experience in the semiconductor industry. See also “Directors
and Senior Management.” Moreover, we have attracted and retained a highly qualified R&D
team. A substantial portion of our R&D staff is equipped with extensive know-how and
expertise over multiple years’ industry experience accumulated while serving other leading
semiconductor and information technology companies before joining us. We have over 210
R&D staff with more than 10 years industry experience, consisting of over 33% of our total
R&D staff as of June 30, 2025. We will continue to proactively recruit R&D talent to further
innovate and improve on our technologies and solutions. We have proven world-class R&D
efficiency as demonstrated by our success to bring BR106 from design to commercialization
in approximately three years, while incorporating advanced technologies and demonstrating
leading performance. We have also accumulated strong know-how and engineering capability.
SUMMARY
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Since our inception in 2019, we have been investing significantly in strengthening our
R&D capacities to develop innovative and nimble solutions to remain at the forefront of
changing customer demands. In 2022, 2023 and 2024 and for the six months ended June 30,
2024 and 2025, we incurred total R&D expenses amounted to RMB1,017.9 million, RMB885.6
million, RMB827.0 million, RMB397.1 million and RMB571.6 million, respectively,
accounting for 79.8%, 76.4%, 73.7%, 71.5% and 79.1% of our total operating expenses for the
same periods. The total amount of our R&D expenses recorded during the Track Record Period
were attributed to the development of our Specialist Technology Product. See “Financial
Information – Description of Key Consolidated Statements of Comprehensive Loss Items –
Research and Development Expenses” for a breakdown of our R&D expenses during the Track
Record Period.
INTELLECTUAL PROPERTY RIGHTS
Intellectual property rights are fundamental to our business operations and future
commercial success. In this regard, we rely primarily on a combination of patents, copyrights,
layout-design of integrated circuits, trademarks, domain names, trade secrets and other
proprietary rights protection law in the PRC and other jurisdictions where we operate as well
as contractual provisions to protect our intellectual property rights.
As of the Latest Practicable Date, we had 613 patents, 40 copyrights and 16 layout-design
of integrated circuits in the PRC and overseas, and are applying for 972 patents in the PRC and
overseas, mainly for our next-generation technologies and products, such as BR20X. In
addition, as of the same date, we had registered 144 trademarks, and eight domain names which
we consider to be or may be material to our business.
CUSTOMERS AND SUPPLIERS
Customers
We were still at an early commercialization stage for our Specialist Technology Products
during the Track Record Period. We started to generate revenue from our Specialist Technology
Products in 2023. During the Track Record Period, the aggregate revenue generated from our
top five customers in each year/period since 2023 amounted to RMB60.9 million, RMB304.0
million and RMB57.7 million, which accounted for 98.1%, 90.3% and 97.9% of our total
revenue, respectively. During the Track Record Period, revenue generated from our largest
customer in each year/period since 2023 amounted to RMB53.2 million, RMB183.4 million
and RMB19.6 million, which accounted for 85.7%, 54.5% and 33.3% of our total revenue,
respectively. Our five largest customers in each of 2023, 2024 and the six months ended June
30, 2025 are customers to our intelligent computing solutions. They are companies based in
China in the ICT, data centers and AI solutions sectors. For the year ended December 31, 2022,
we had a total of three customers and generated a total revenue of RMB0.5 million as agent
fees. For details, see “Financial Information – Description of Key Consolidated Statements of
Comprehensive Loss Items – Revenue.” Our revenue from the largest customer in 2022 was
RMB0.4 million, accounted for 77.8% of our total revenue in 2022.
SUMMARY
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Suppliers
Our suppliers primarily include suppliers for raw materials and contract manufacturers in
China, among others. We usually enter into agreements with our raw material suppliers on an
annual basis.
During the Track Record Period, the aggregate purchases from our top five suppliers in
each year/period amounted to RMB361.0 million, RMB286.3 million, RMB298.8 million and
RMB566.2 million, which accounted for 56.1%, 56.4%, 58.9% and 64.1% of our total
purchases, respectively. During the Track Record Period, purchases from our largest supplier
in each year/period amounted to RMB129.0 million, RMB99.4 million, RMB162.5 million and
RMB308.1 million, which accounted for 20.0%, 19.6%, 32.0% and 34.9% of our total
purchases, respectively.
MARKET OPPORTUNITY AND COMPETITIVE LANDSCAPE
China’s intelligent computing chips market in which we operate is highly concentrated for
top players. In 2024, the top two players combined account for a market share of 94.4% in
terms of revenues generated in the Chinese market. The rest of the market is relatively
fragmented with no major player capturing a market share of over 1.0%, which presents
opportunities for any single player to scale and excel in future competition. China’s intelligent
computing chips market is expected to reach US$50.4 billion in 2025 in terms of revenues
generated in the Chinese market, according to CIC, and we are expected to capture a market
share of approximately 0.2%. Furthermore, Chinese players are expected to capture a larger
combined market share in the future from approximately 20% in 2024 to approximately 60%
in 2029, given the growing competitiveness of their intelligent computing chips.
RISK FACTORS
We are a Specialist Technology Company seeking to list on the Main Board of the Stock
Exchange under Chapter 18C of the Listing Rules. The securities of Specialist Technology
Companies carry high investment risks including risks of share price volatility and inflated
valuation due to the difficulty in valuing such companies. Investors should fully understand the
investment risks of a Specialist Technology Company and the risks disclosed by us before
making their investment decisions.
We are at a relatively early stage of commercialization of our intelligent computing
solutions, as we only started to generate revenue from our intelligent computing solutions in
2023. In addition, we recorded net losses since our inception. We believe there are certain risks
and uncertainties involved in our operations, some of which are beyond our control.
We have categorized these risks and uncertainties into risks related to (i) our business and
industry; (ii) our intellectual properties; (iii) our financial positions and need for additional
capital; (iv) doing business in the jurisdiction where we operate; and (v) the Global Offering.
Some of the major risks we face include, but are not limited to, the following:
 We have a limited operating history and our ability to develop and manufacture our
products and solutions on a large scale is unproven and still evolving, which makes
it difficult to evaluate our current business and predict our future performance. Our
historical financial and result of operations may not be indicative of our future
performance.
SUMMARY
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 The future commercial success of our products and solutions will depend on the
degree of their market acceptance and customer demand. Failure to estimate
customer demand properly could lead to mismatches between supply and demand.
 If we fail to establish, expand and optimize an effective sales network for our
products and solutions, we may not be able to generate revenue as planned, and our
business and results of operations could be adversely affected.
 Disruptions in our supply chain could delay our development plans.
 The success of our business is dependent upon our ability to introduce products or
solutions on a timely basis with features and performance levels that provide value
to our customers while supporting and coinciding with significant industry
transitions.
 We are investing heavily in our research and development, and such investment may
not generate the results we expect to achieve. Failure in developing, enhancing or
adapting to new technologies and methodologies may make our technologies and
products obsolete, which will materially adversely affect our business.
 If we are unable to attract, hire, retain and motivate our key executives, technical
staffs and employees, our business may be harmed.
 We may not compete successfully in the intelligent computing solution industry.
 We are subject to the risks associated with international trade policies, international
export controls and economic sanctions, geopolitics and trade protection measures,
and our business, financial condition and results of operations could be adversely
affected.
 Effective October 17, 2023, BIS added certain entities of our Group to the Entity
List, which restricts their ability to purchase or otherwise access certain goods,
software and technology.
 If we are unable to obtain and maintain patent and other intellectual property
protection for our technologies or products, or if the scope of such intellectual
property rights obtained is not sufficiently broad, third parties could develop and
commercialize products and technologies similar or identical to ours and compete
directly against us, and our ability to successfully commercialize any product or
technology may be adversely affected.
 In addition to patented technology, we rely on our unpatented proprietary
technology, trade secrets, processes and know-how.
SUMMARY
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 We may be subject to intellectual property infringement claims, which could be time
consuming or costly to defend, may lead to unfavorable publicity, and may result in
diversion of our financial and management resources.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables set forth summary financial data from our consolidated financial
information for the Track Record Period, derived from the Accountant’s Report set out in
Appendix I. The summary consolidated financial data set forth below should be read together
with the consolidated financial statements in this Prospectus, including the related notes. Our
consolidated financial information was prepared in accordance with IFRS.
Selected items from the Consolidated Statements of Comprehensive Loss
The table below sets forth our consolidated statements of comprehensive loss for the
years indicated derived from our consolidated statements of comprehensive loss set out in the
Accountant’s Report included in Appendix I to this Prospectus:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Revenue 499 62,030 336,803 39,298 58,903
Cost of sales – (14,627) (157,606) (11,395) (40,134)
Gross profit 499 47,403 179,197 27,903 18,769
Selling and marketing expenses (58,144) (55,999) (51,523) (27,645) (27,309)
General and administrative
expenses (199,633) (218,006) (244,160) (130,885) (123,836)
Research and development expenses (1,017,860) (885,646) (826,957) (397,067) (571,616)
Special losses on certain assets – (108,692) – – –
Net impairment (losses)/reversal on
financial assets (201) (1,075) 171 656 463
Other income 76,787 103,062 99,970 38,364 113,348
Other expenses (1,175) (2,181) (2,380) (1,190) (5,239)
Other gains/(losses) – net 65,899 (24,309) 10,534 9,963 3,116
Operating loss (1,133,828) (1,145,443) (835,148) (479,901) (592,304)
Finance income 11,770 17,122 10,095 7,031 13,685
Finance cost (352,129) (615,737) (713,136) (415,557) (1,021,907)
Loss before income tax (1,474,187) (1,744,058) (1,538,189) (888,427) (1,600,526)
Income tax (expenses)/credit (125) 103 89 89 –
Loss for the year/period (1,474,312) (1,743,955) (1,538,100) (888,338) (1,600,526)
SUMMARY
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Non-IFRS Measures
We use adjusted loss for the year/period (non-IFRS measure), which is a non-IFRS
measure, in evaluating our operating results and for financial and operational decision-making
purposes. We believe that adjusted loss for the year/period (non-IFRS measure) provides useful
information about our results of operations, enhances the overall understanding of our past
performance and future prospects.
Adjusted loss for the year/period (non-IFRS measure) should not be considered in
isolation or construed as an alternative to loss for the year/period. Adjusted loss for the
year/period (non-IFRS measure) presented here may not be comparable to similarly titled
measures presented by other companies. Other companies may calculate similarly titled
measures differently, limiting their usefulness as comparative measures to our data.
We define our adjusted loss for the year/period (non-IFRS measure) by adding back (i)
changes in the carrying value of redemption liabilities, (ii) share-based compensation
expenses, and (iii) listing expenses, to loss for the year/period. We exclude these items because
they are not expected to result in future cash payments. Specifically, (i) changes in the carrying
value of redemption liabilities are non-cash in nature, because the redemption right of the
shareholders shall automatically terminate immediately upon the completion of the Listing, (ii)
share-based compensation expenses relates to the share-based awards that we grant to
employees and Directors and is a non-cash expense, and (iii) listing expenses relates to this
Global Offering.
The following tables present our non-IFRS measures for the periods indicated.
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Loss for the year/period (1,474,312) (1,743,955) (1,538,100) (888,338) (1,600,526)
Add:
Changes in the carrying value of
redemption liabilities 348,030 603,567 674,309 383,077 1,010,932
Share-based compensation expenses 88,031 80,096 82,633 58,242 27,165
Listing expenses – 8,927 13,905 8,810 10,784
Adjusted loss for the year/period
(non-IFRS measure) (1,038,251) (1,051,365) (767,253) (438,209) (551,645)
SUMMARY
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Revenue
Our principal revenue sources consist of (i) sales of products, including intelligent
computing solutions and agent fee, (ii) rendering of support or extended warranty service and
(iii) rental income from intelligent computing clusters. During the Track Record Period, we
generated all of our revenue from China. The table below sets forth a breakdown of our
revenue, in absolute amounts and as percentages of total revenue, for the periods indicated.
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except percentages)
(unaudited)
Sales of products
– Intelligent computing
solutions – – 62,030 100.0 336,794 100.0 39,298 100.0 58,150 98.7
– Agent fee 499 100.0 – – – – – – – –
Rendering of support or
extended warranty
service
(1) – – – – 9 0.0 – – 46 0.1
Rental income from
intelligent computing
clusters
(2) –– –– –– ––7 0 7 1 . 2
Total 499 100.0 62,030 100.0 336,803 100.0 39,298 100.0 58,903 100.0
Notes:
(1) Revenue from extended warranty service mainly represents service fees from extended warranty service for
computing clusters beyond our standard three-year warranty period.
(2) The rental income represents revenue from computing cluster leasing service. Such service is primarily
provided to customers seeking to avoid the capital expenditure and maintenance efforts associated with
self-owned computing clusters through leasing. Such leasing service is not expected to become a principal
source of our revenue. The term is typically one year.
Our revenue increased from RMB0.5 million in 2022 to RMB62.0 million in 2023,
primarily due to an increase of our revenues from intelligent computing solutions. We
commercially launched our Specialist Technology Product in August 2022. In 2023, we started
to generate revenue from intelligent computing solution and had 12 customers for our
Specialist Technology Products, contributing a revenue amounted to RMB62.0 million.
Our revenue increased from RMB62.0 million in 2023 to RMB336.8 million in 2024,
primarily due to an increase of our revenues from intelligent computing solutions, mainly
attributable to the increase in the revenue per customer. Our customers in 2024 were mainly
leading players in the selected industries, compared to customers in 2023, which were mainly
small-scale and purchased our intelligent computing solutions primarily for trial.
SUMMARY
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Our revenue increased from RMB39.3 million in the six months ended June 30, 2024 to
RMB58.9 million in the six months ended June 30, 2025, primarily due to an increase of our
revenues from intelligent computing solutions, mainly attributable to the optimization of our
customer structure, with more leading players in the selected industries.
Gross Profit and Gross Profit Margin
We recorded gross profit of RMB0.5 million, RMB47.4 million, RMB179.2 million,
RMB27.9 million and RMB18.8 million in 2022, 2023 and 2024 and for the six months ended
June 30, 2024 and 2025, respectively, representing gross profit margin of 100%, 76.4%, 53.2%,
71.0% and 31.9% during the same periods. The table below sets forth a breakdown of our gross
profit and gross profit margin by revenue sources for the periods indicated.
For the year ended December 31, For the six months ended June 30,
2022 2023 2024 2024 2025
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
RMB % RMB % RMB % RMB % RMB %
(in thousands, except percentages)
(unaudited)
Sales of products
– Intelligent
computing solutions – – 47,403 76.4 179,188 53.2 27,903 71.0 18,127 31.2
– Agent fee 499 100.0 – – – – – – – –
Rendering of support
or extended
warranty service – – – – 9 100.0 – – 46 100.0
Rental income from
intelligent
computing clusters – – – – – – – – 596 84.3
Total 499 100.0 47,403 76.4 179,197 53.2 27,903 71.0 18,769 31.9
Our gross profit margin decreased from 100% in 2022 to 76.4% in 2023. We started to
generate revenue from intelligent computing solutions in 2023, whereas we generated
insignificant revenue and gross profit from other miscellaneous revenue streams in 2022,
which are not indicative of performance of our primary business. Our gross profit margin
decreased from 76.4% in 2023 to 53.2% in 2024, and decreased from 71.0% in the six months
ended June 30, 2024 to 31.9% in the six months ended June 30, 2025, which is consistent with
the change in our gross profit margin of intelligent computing solutions. This change is
primarily due to the change in the mix of products sold driven by customers’ specific needs.
In 2023, we were at the initial stage of commercialization and generated significant revenue
from a customer. The solution we provided to such customer was the server cluster, which
involved BILI 106M servers and customized software for additional functionality and features
SUMMARY
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as requested by the customer. In 2024, our revenue was primarily generated from PCIe card
sales, mainly involving our BILI 106M products, without such customized software
components, and our gross profit margin of 53.2% was in line with the industry’s norm,
according to CIC. In the first half of 2025, we recorded a higher revenue proportion of
entry-level products BILI 106C, compared with a higher revenue proportion of high-end
products in the first half of 2024, which generally have relatively higher gross profit margins.
As we are still at an early stage of commercialization, our gross profit margin during the Track
Record Period are more significantly impacted by the change in product mix, which may not
be indicative of our future gross profit margin as we continue to commercialize our solutions
and increase our revenues.
We recorded accumulated losses as of January 1, 2022 of RMB3,427.7 million, mainly
due to (i) the recognition of finance costs of redeemable financial liabilities prior to 2022, and
(ii) significant R&D expenses incurred during the product development stage before
commercialization in 2021.
Selected Items from the Consolidated Balance Sheets
The table below sets forth selected information from our consolidated balance sheets as
of the dates indicated, which has been extracted from the Accountant’s Report included in
Appendix I to this Prospectus:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Total current assets 2,834,211 2,773,545 2,353,347 3,309,251
Total non-current assets 712,362 624,223 687,800 711,038
Total assets 3,546,573 3,397,768 3,041,147 4,020,289
Total current liabilities 324,238 1,225,760 1,552,999 12,857,277
Total non-current liabilities 7,528,713 8,141,869 8,912,353 160,730
Total liabilities 7,852,951 9,367,629 10,465,352 13,018,007
Net current
assets/(liabilities) 2,509,973 1,547,785 800,348 (9,548,026)
Total deficit (4,306,378) (5,969,861) (7,424,205) (8,997,718)
Total deficit and liabilities 3,546,573 3,397,768 3,041,147 4,020,289
SUMMARY
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We had net current assets of RMB2,510.0 million, RMB1,547.8 million, RMB800.3
million, respectively, as of December 31, 2022, 2023 and 2024. As of June 30, 2025, we had
net current liabilities of RMB9,548.0 million. As of October 31, 2025, we had net current assets
of RMB4,202.2 million.
Our net current assets decreased from RMB2,510.0 million as of December 31, 2022 to
RMB1,547.8 million as of December 31, 2023, primarily due to (i) a decrease in trade, other
receivables and prepayments, (ii) a decrease in cash and cash equivalents, and (iii) an increase
in trade and other payables, partially offset by an increase in inventories and an increase in
financial assets at fair value through profit or loss.
Our net current assets decreased from RMB1,547.8 million as of December 31, 2023 to
RMB800.3 million as of December 31, 2024, primarily due to (i) a decrease in financial assets
at fair value through profit or loss, (ii) an increase in trade and other payables, and (iii) an
increase in convertible debentures, partially offset by the increase in cash and cash equivalents,
and the increase in trade, other receivables and prepayments.
We had net current assets of RMB800.3 million as of December 31, 2024 and net current
liabilities of RMB9,548.0 million as of June 30, 2025, primarily because our redemption
liabilities was reclassified to current liabilities based on the redemption date specified in the
investment contracts, amounting to RMB12,145.4 million as of June 30, 2025. Our redemption
liabilities will cease to be classified as liability and will be automatically converted into the
equity of our Company upon the completion of the Global Offering as a result of automatic
conversion into our ordinary shares, and thus, our net liabilities position will turn into net
assets position.
We had net current liabilities of RMB9,548.0 million as of June 30, 2025 and net current
assets of RMB4,202.2 million as of October 31, 2025, primarily because (i) an increase in
financial assets at fair value through profit or loss, and (ii) our redemption liabilities was
reclassified as non-current liabilities due to the extension of the redemption date, pursuant to
the supplemental agreement to the preferred rights termination agreement in August 2025.
We had net liabilities of RMB4,306.4 million, RMB5,969.9 million, RMB7,424.2 million
and RMB8,997.7 million as of December 31, 2022, 2023 and 2024 and June 30, 2025,
respectively. The fluctuations of net liabilities were primarily affected by (i) the loss for the
year/period of RMB1,474.3 million, RMB1,744.0 million, RMB1,538.1 million and
RMB1,600.5 million in 2022, 2023, 2024 and for the six months ended June 30, 2025,
respectively, (ii) share-based compensation expenses of RMB88.0 million, RMB80.1 million,
RMB82.6 million and RMB27.2 million in 2022, 2023, 2024 and for the six months ended June
30, 2025, respectively, (iii) capital contribution by investors of RMB280.0 million, RMB50.0
million, nil and RMB2,396.7 million in 2022, 2023, 2024 and for the six months ended June
30, 2025, respectively, and (iv) recognition of redemption liabilities of RMB280.0 million,
RMB50.0 million, nil and RMB2,396.7 million in 2022, 2023, 2024 and for the six months
ended June 30, 2025, respectively.
SUMMARY
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Selected items from the Consolidated Statements of Cash Flows
The following table sets forth our cash flows for the years indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Operating cash flows before
movements in working capital (954,136) (761,835) (682,465) (390,429) (510,774)
Changes in working capital (229,465) (85,231) (326,722) 43,207 (562,550)
Net cash used in operating
activities (1,183,601) (847,066) (1,009,187) (347,222) (1,073,324)
Net cash generated from/(used in)
investing activities 290,785 (305,413) 1,218,453 556,490 (208,163)
Net cash generated from/(used in)
financing activities 211,539 811,888 217,122 (31,315) 1,467,988
Net (decrease)/increase in cash
and cash equivalents (681,277) (340,591) 426,388 177,953 186,501
Cash and cash equivalents at the
beginning of the year/period 1,556,596 983,326 659,335 659,335 1,100,694
Effects of exchange rate changes 108,007 16,600 14,971 5,142 (2,097)
Cash and cash equivalents at the
end of the year/period 983,326 659,335 1,100,694 842,430 1,285,098
In the six months ended June 30, 2025, our net cash used in operating activities was
RMB1,073.3 million. Our net cash used in operating activities is calculated by adjusting our
loss before income tax of RMB1,600.5 million with (i) adjustments for non-cash items,
primarily comprising finance costs of RMB1,021.9 million and depreciation of property, plant
and equipment of RMB39.7 million; and (ii) changes in working capital, which primarily
comprised an increase in trade, other receivables and prepayments of RMB160.5 million and
an increase in inventories of RMB447.8 million.
In 2024, our net cash used in operating activities was RMB1,009.2 million. Our net cash
used in operating activities is calculated by adjusting our loss before income tax of
RMB1,538.2 million with (i) adjustments for non-cash items, primarily comprising finance
costs of RMB713.1 million and depreciation of property, plant and equipment of RMB86.1
million; partially offset by interest income on bank deposits of RMB36.3 million; and (ii)
changes in working capital, which primarily comprised an increase in trade, other receivables
and prepayments of RMB275.7 million and a decrease in contract liabilities of RMB34.1
million; partially offset by an increase in trade and other payables of RMB15.1 million.
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In 2023, our net cash used in operating activities was RMB847.1 million. Our net cash
used in operating activities is calculated by adjusting our loss before income tax of
RMB1,744.1 million with (i) adjustments for non-cash items, primarily comprising finance
costs of RMB615.7 million and depreciation of property, plant and equipment of RMB104.3
million; partially offset by interest income on bank deposits of RMB27.9 million and fair value
gains on short-term investments measured at fair value through profit or loss of RMB24.8
million; and (ii) changes in working capital, which primarily comprised an increase in
inventories of RMB150.1 million; partially offset by a decrease in trade, other receivables and
prepayments of RMB47.3 million.
In 2022, our net cash used in operating activities was RMB1,183.6 million. Our net cash
used in operating activities is calculated by adjusting our loss before income tax of
RMB1,474.2 million with (i) adjustments for non-cash items, primarily comprising finance
costs of RMB352.1 million, depreciation of property, plant and equipment of RMB89.9 million
and share-based compensation expenses of RMB88.0 million; and (ii) changes in working
capital, which primarily comprising an increase in trade, other receivables and prepayments of
RMB184.7 million and a decrease in deferred income of RMB51.7 million; partially offset by
an increase in trade and other payables of RMB46.2 million.
Our net operating cash outflows decreased from RMB1,183.6 million in 2022 to
RMB847.1 million in 2023, primarily due to the increase in revenue, government subsidies and
tax refunds in 2023, as well as the decrease in prepayments for NRE solutions and IP license
expenses due to the different development stage of our R&D activities. Our net operating cash
outflows increased from RMB847.1 million in 2023 to RMB1,009.2 million in 2024, primarily
due to the increase of our prepayments for raw materials and NRE solutions in line with the
growth of our business scale. Our net operating cash outflows increased from RMB347.2
million in the six months ended June 30, 2024 to RMB1,073.3 million in the same period of
2025, primarily due to the increase of our prepayments for raw materials in preparation for
inventory stocking.
Our historical cash burn rate was RMB113.0 million, RMB90.2 million, RMB109.0
million, RMB83.0 million and RMB226.8 million in 2022, 2023 and 2024 and for the six
months ended June 30, 2024 and 2025, respectively, mainly representing our average monthly
cash operating costs plus the capital expenditure and the lease payments for the respective
periods. Our balance of cash-based assets as of October 31, 2025 amounted to RMB3,288.0
million. We estimate that we will receive net proceeds of approximately HK$4,036.7 million
after deducting underwriting fees and other related expenses payable by us in the Global
Offering, assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised and assuming an Offer Price of HK$17.00 per Offer Share, being the low-point of
the indicative offer price range in this Prospectus.
Assuming that the average cash burn rate going forward is the same as the average of
monthly cash burn in 2022, 2023, and 2024, on the basis that the average of historical cash burn
rate would represent a stable cash burn status as we have completed a major R&D cycle and
achieved a relatively stable operational team size during 2022-2024, and the expected future
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increase in production and R&D costs will be offset by the cash inflows generated from the
sales of the Specialist Technology Products. Also, we estimate that our balance of cash-based
assets as of October 31, 2025 will be able to maintain our financial viability for 31.6 months
or, if we take into account 10% of the estimated net proceeds from the Global Offering
(namely, the portion allocated for our working capital and other general corporate purposes),
35.1 months or, if we also take into account the estimated net proceeds from the Global
Offering, 66.8 months. We will continue to monitor our cash flows from operations closely and
expect to raise our next round of financing, if needed, with a minimum buffer of 12 months.
Going forward, we expect to incur increasing costs and expenses, primarily for
procurement of raw materials as well as investments in research and development activities.
Such expenditure is expected to be generally in line with our business growth in the future.
Key Financial Ratio
The following table sets forth certain of our key financial ratios for the years indicated:
As of/For the year ended December 31,
As of/For the six months
ended June 30,
2022 2023 2024 2024 2025
(unaudited)
Gross profit margin of intelligent
computing solutions – 76.4% 53.2% 71.0% 31.2%
Current ratio (1) 8.74 2.26 1.52 N/A 0.26
Notes:
(1) Current ratio is calculated by dividing current assets by current liabilities as of the date indicated.
Analysis of Key Financial Ratios
Gross Profit Margin of Intelligent Computing Solutions
See “Financial Information – Period-to-Period Comparison of Results of Operations” for
a discussion of the factors affecting our gross profit margin of intelligent computing solutions
during the Track Record Period.
Current Ratio
Our current ratio decreased from 8.74 as of December 31, 2022 to 2.26 as of December
31, 2023, primarily due to (i) a decrease in trade, other receivables and prepayments, (ii) a
decrease in cash and cash equivalents, and (iii) an increase in trade and other payables,
partially offset by an increase in inventories and an increase in financial assets at fair value
through profit or loss. Our current ratio decreased from 2.26 as of December 31, 2023 to 1.52
as of December 31, 2024, primarily due to (i) a decrease in financial assets at fair value through
SUMMARY
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profit or loss, (ii) an increase in trade and other payables, and (iii) an increase in convertible
debentures, partially offset by the increase in cash and cash equivalents, and the increase in
trade, other receivables and prepayments. Our current ratio decreased from 1.52 as of
December 31, 2024 to 0.26 as of June 30, 2025, primarily due to an increase in redemption
liabilities, partially offset by (i) an increase in inventories, and (ii) an increase in financial
assets at fair value through profit or loss.
BUSINESS SUSTAINABILITY AND PATH TO PROFITABILITY
We have experienced strong revenue growth during the Track Record Period,
demonstrating our ability to successfully commercialize our Specialist Technology Products.
Our revenue increased from RMB0.5 million in 2022 to RMB62.0 million in 2023, further to
RMB336.8 million in 2024. Despite our rapid growth, we were loss-making during the Track
Record Period. In 2022, 2023 and 2024, and the six months ended June 30, 2024 and 2025, we
incurred losses for the year of RMB1,474.3 million, RMB1,744.0 million, RMB1,538.1
million, RMB888.3 million and RMB1,600.5 million, respectively, and adjusted net loss
(non-IFRS measure) of RMB1,038.3 million, RMB1,051.4 million, RMB767.3 million,
RMB438.2 million and RMB551.6 million, respectively. We incurred net losses and adjusted
net losses (non-IFRS measure) during the Track Record Period primarily because: (i) we
incurred significant amount of operating expenses, especially research and development
expenses, during the Track Record Period, and (ii) we were at a relatively early stage of
commercialization, and therefore our revenue during the Track Record Period have yet to cover
such significant amount of investments.
In the future, we aim to maintain sustainability and achieve profitability primarily
through: (i) optimizing our solutions to create value for customers; (ii) expanding customer
base; and (iii) enhancing operational efficiency and economies of scale. For details, see
“Business – Business Sustainability and Path to Profitability.”
 Optimizing Our Solutions to Create V alue for Customers. We are dedicated to
providing high-quality intelligent computing solutions to address customers’ fast-
growing computing demand across various industries to drive productivity,
innovation and transformation. We plan to continue to create value for customers
and address their business needs by accelerating product iteration, optimizing our
solutions, innovating our technologies, providing satisfying customer services,
among others. As we continue to advance our GPGPU and solution performance and
expand production capacity to address customers’ critical business needs, we are
able to capture additional monetization opportunities after the initial sale through
recurring purchase.
 Expanding Customer Base. We employ an industry-focused, customer-centric
approach to secure large enterprise customers in core verticals. Our strategy is to
strategically partner with large customers in key industries with high demands for
computing power. As compared to global competitors, our localized expertise in
China and on-the-ground customer support enabled us to form strategic partnerships
SUMMARY
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with large customers in key industries, such as AI data centers, telecommunications,
AI solutions, energy and utilities, financial technology, and Internet, to understand
and address their unique needs. As our existing large customers benefit from our
solutions, we will be able to establish industry standards and attract more new
customers both in existing verticals and new verticals.
 Enhancing Operational Efficiency and Economies of Scale. During the Track
Record Period, we incurred significant research and development expenses and
administrative expenses to develop and commercialize our intelligent computing
solutions and manage our business. Moving forward, while scaling our business and
operation, we will intensify efforts across R&D, sales, and administrative operations
to enhance operational efficiency and support sustainable long-term growth.
APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the granting of the listing of, and permission
to deal in, the H Shares to be issued pursuant to the Global Offering (including (i) any H Shares
that may be issued under the Offer Size Adjustment Option and the Over-allotment Option; and
(ii) the H Shares to be converted from Unlisted Shares), on the basis that, among other things,
we satisfy the requirements under Rule 18C.03 of the Listing Rules as a Commercial Company
(as defined in the Listing Rules) with reference to our expected market capitalization at the
time of Listing which, based on the Offer Price, exceeds HK$4 billion.
LISTING EXPENSES
Our listing expenses mainly include (i) underwriting-related expenses, such as
underwriting fees and commissions, and (ii) non-underwriting-related expenses, comprising
professional fees paid to our legal advisors and reporting accountant for their services rendered
in relation to the Listing and the Global Offering, and other fees and expenses. Assuming full
payment of the discretionary incentive fee, the estimated total listing expenses (based on the
mid-point of the Offer Price Range and assuming that the Offer Size Adjustment Option and
the Over-allotment Option are not exercised) for the Global Offering are approximately
HK$182.1 million, accounting for approximately of 4.0% of our gross proceeds. Among such
estimated total listing expenses, we expect to pay underwriting-related expenses of HK$113.3
million, professional fees for our legal advisors and reporting accountant of HK$52.7 million
and other fees and expenses of HK$16.1 million. An estimated amount of HK$53.9 million for
our listing expenses, accounting for approximately 1.2% of our gross proceeds, is expected to
be expensed through the consolidated statements of comprehensive loss and the remaining
amount of HK$128.2 million is expected to be recognized directly as a deduction from equity
upon Listing. As of June 30, 2025, we had incurred RMB43.2 million of listing expenses for
the Global Offering, among which RMB33.6 million was expensed through the consolidated
statements of comprehensive loss.
SUMMARY
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GLOBAL OFFERING STATISTICS
All statistics in the following table are based on the assumptions that (i) the Global
Offering has been completed and 247,692,800 H Shares are issued pursuant to the Global
Offering; and (ii) the Offer Size Adjustment Option and the Over-allotment Option are not
exercised.
Based on the Offer
Price of HK$17.00
per Offer Share
Based on the Offer
Price of HK$19.60
per Offer Share
Market capitalization of our Shares
(1) HK$40,103 million HK$46,236 million
Market capitalization of our H Shares (2) HK$19,056 million HK$21,971 million
Unaudited pro forma adjusted net
tangible assets per Share (3)
HK$3.43 HK$3.71
Notes:
(1) The calculation of market capitalization is based on 2,358,977,900 Shares expected to be in issue
immediately after completion of the Global Offering (assuming the Offer Size Adjustment Option and
the Over-allotment Option are not exercised).
(2) The calculation of the market capitalization of our H Shares is based on 1,120,964,824 H Shares
expected to be in issue immediately upon completion of the Global Offering, comprising 247,692,800
H Shares to be issued under the Global Offering and 873,272,024 H Shares to be converted from
Unlisted Shares.
(3) The unaudited pro forma adjusted consolidated net tangible assets per share are determined after the
adjustments of termination of redemption rights upon the Global Offering and on the basis that
2,165,668,050 shares are in issue assuming the Global Offering had been completed on June 30, 2025,
without taking into account: (i) The 193,309,850 ordinary shares issued to certain investors with the
consideration of RMB1,914,984,000 from July 2025 to August 2025 as described in Note 44(b) of the
Accountant’s Report set forth in Appendix I to the prospectus, and (ii) any shares which may fall to be
issued upon the exercise of the Offer Size Adjustment Option and the Over-Allotment Option. Had such
issue of shares to certain investors been taken into account, the unaudited proforma adjusted net tangible
assets per share would be HK$4.04 and HK$4.31, assuming the indicative Offer Price of HK$17.0 per
share and HK$19.6 per share respectively and on the basis that 2,358,977,900 shares are in issue.
SUMMARY
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FUTURE PLANS AND USE OF PROCEEDS
We estimate the net proceeds of the Global Offering which we will receive, assuming an
Offer Price of HK$18.30 per Offer Share (being the mid-point of the Offer Price range stated
in the Prospectus), will be approximately HK$4,350.6 million, after deduction of underwriting
fees and commissions and other estimated expenses payable by us in connection with the
Global Offering and assuming the Offer Size Adjustment Option and the Over-allotment
Option are not exercised. In line with our strategies, we intend to use the proceeds from the
Global Offering for the purposes and in the amounts set forth below:
We intend to use the net proceeds as follows:
 Approximately 85.0%, or HK$3,698.0 million, will be used for the research and
development of our intelligent computing solutions in the future, including the
evolution of our intelligent computing hardware, and the development and upgrade
of our software platform;
 Approximately 5.0%, or HK$217.5 million, will be used for the commercialization
of our intelligent computing solution. Specifically, we plan to expand our sales and
marketing team, carry out marketing and promotion activities such as setting up
display centers or showrooms, and build a dedicated team to provide technical
support to our customers. Through these efforts, we expect to establish our sales
network, strengthen our customer relationship and create our brand impact;
 approximately 10.0%, or HK$435.1 million, will be used for working capital and
other general corporate purposes.
For details, see “Future Plans and Use of Proceeds.”
OUR SHAREHOLDING STRUCTURE
Our Single Largest Group of Shareholders
Our Single Largest Group of Shareholders comprises Mr. Zhang, Shanghai Biliren, the
employee incentive platform of our Company, and Shanghai Zhuoren, the general partner of
Shanghai Biliren. To jointly control the decision-making and operational management of our
Company at its shareholders’ meetings, Mr. Zhang and Shanghai Biliren had entered into the
AIC Agreement, pursuant to which they confirmed and acknowledged they have been acting in
concert to control the decision-making and operational management of our Company in its
shareholders’ meetings since the establishment of the Company. In the event the parties are
unable to reach consensus on matters of our Company, Shanghai Biliren shall act in accordance
with the instructions of Mr. Zhang. Further, Mr. Zhang is in a position to control Shanghai
Biliren as a result of the voting proxy agreement entered into, among others, Shanghai Zhuoren
(as the general partner of Shanghai Biliren) and the general partners of all limited partners of
Shanghai Biliren. For details, see “History, Development and Corporate Structure – Acting in
Concert Agreement and V oting Proxy Agreement”.
SUMMARY
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As of the Latest Practicable Date, our Single Largest Group of Shareholders controlled
approximately 17.73% of our total issued share capital. Immediately following the completion
of the Global Offering (assuming that the Offer Size Adjustment Option and the Over-allotment
Option are not exercised), our Single Largest Group of Shareholders will control approximately
15.87% of our total issued share capital.
Pre-IPO Investments
We completed several rounds of Pre-IPO Investments since our inception with an
aggregate amount of over RMB9 billion raised. We have five Sophisticated Independent
Shareholders, namely QM120, Country Garden V enture Capital (comprising Country Garden
V enture Capital and Huibi No. 2), Sky9 Capital, Zhuhai Gree and Shenzhen Songhe, which are
also our Pathfinder SIIs. See “History, Development and Corporate Structure – Pre-IPO
Investments” for the details of the Pre-IPO Investments, our Sophisticated Independent
Shareholders and Pre-IPO Investors.
DIVIDEND
We do not have any fixed dividend policy nor pre-determined dividend payout ratio. We
did not declare or distribute any dividend to our Shareholders during the Track Record Period.
After the Global Offering, we may declare and pay dividends mainly by cash or by stock that
we consider appropriate. Decisions to declare or to pay any dividends in the future, will depend
on, among other things, our Company’s profitability, operation and development plans,
external financing environment, costs of capital, our Company’s cash flows and other factors
that our Directors may consider relevant. Our ability to make dividend in the future also
depends on whether we can receive dividends from our subsidiaries. As advised by our PRC
Legal Advisor, pursuant to the PRC Company Law, each PRC company is required to set aside
at least 10% of its after-tax profits each year, if any, to fund its statutory reserve funds until
the total amount set aside reaches 50% of its registered capital. In addition, a company shall
not distribute dividend before losses are covered and the statutory reserve funds are drawn.
After the company makes the allocation to its statutory reserve funds from its after-tax profits,
it may also make an allocation to its discretionary reserve funds from its after-tax profits upon
a resolution approved at the shareholders’ meeting. Therefore, under the circumstances that the
losses have been made up and the reserve funds have been set aside, we may distribute the
after-tax profits as dividend to our shareholders.
LEGAL PROCEEDINGS AND COMPLIANCE
We are committed to adhering to the laws and regulations applicable to our business.
During the Track Record Period and up to the Latest Practicable Date, we did not experience
any non-compliance incidents that our Directors believe would, individually or collectively,
have a material operational or financial impact on our business and operations as a whole.
SUMMARY
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PREVIOUS PLAN FOR A SHARE LISTING
In September 2024, we entered into a tutoring agreement with Guotai Haitong Securities
Co., Ltd. (ʮ̡) (formerly known as Guotai Junan Securities Co., Ltd.
(ʮ̡)) in connection with an A share listing on the STAR Market of the
Shanghai Stock Exchange and made a preliminary filing (ࣩwith the Shanghai
Regulatory Bureau of CSRC (ึɪऎ္၍҅). Considering that the
Stock Exchange would provide us with a platform to access capital and attract diverse
investors, the Company decided in the first half of 2025 to pursue a listing in Hong Kong. For
details, see “History, Development and Corporate Structure – Previous Plan for A Share Listing
and Reasons for the Listing on the Stock Exchange”. We may conduct an offering and listing
of A shares at an appropriate time subject to compliance with the relevant requirements under
the Listing Rules after the Global Offering. As of the Latest Practicable Date, we had not
determined the timetable, the offering size nor the listing venue of the potential A share listing.
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
Applicable U.S. Laws and Regulations
The U.S. Department of Commerce’s Bureau of Industry and Security (“ BIS”) maintains
the Entity List, which is a list of non-U.S. individuals, companies, research institutions,
government and private organizations, that are subject to additional license requirements (and
typically a licensing policy of denial) for the export, reexport, or in-country transfer of items
subject to the EAR (the “ Entity List ”).
Effective October 17, 2023, the BIS added certain entities of our Group to the Entity List,
specifically Beijing Biren Technology Development Co., Ltd.; Guangzhou Biren Intelligent
Technology Co., Ltd.; Hangzhou Biren Technology Development Co., Ltd.; Shanghai Biren
Information Technology Co., Ltd.; Guangzhou Biren Semiconductor Technology Co., Ltd.;
Shanghai Biren Technology Co., Ltd.; Shanghai Xinzhili Enterprise Development Co., Ltd.;
and Zhuhai Biren Integrated Circuit Co., Ltd. (collectively, the “ Listed Entities ”). Shanghai
Xinzhili Enterprise Development Co., Ltd. was formerly known and referred to as Suzhou
Xinyan Holdings Co., Ltd. On April 11, 2024, BIS revised the Entity List entries to include
“Shanghai Biren Technology,” in addition to existing aliases “Biren” and “Biren Technology.”
For each of the Listed Entities, BIS imposed a license requirement for all items subject to the
EAR to be reviewed under a policy of “presumption of denial.” The Listed Entities were also
given a “footnote 4 designation,” which means that “items subject to the EAR,” for the purpose
of the license requirements, include certain foreign-produced items that are the direct product
of U.S. origin technology or software.
The BIS Entity List designations (the “ BIS Listing ”) prohibit the Listed Entities from
purchasing, acquiring, or otherwise accessing any items subject to the EAR without a license
from BIS. Specifically, absent a license from BIS, it is prohibited to export, reexport, or
transfer any items subject to the EAR when any Listed Entity is a party to the transaction,
including as purchaser, intermediate consignee, ultimate consignee, or end-user. That is, even
SUMMARY
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if the Listed Entity is not the intended end user of the item(s) involved, the restrictions would
still apply to the extent the Listed Entity is the purchaser or otherwise involved in a given
transaction. The Entity List restrictions applicable to the Listed Entities apply to items subject
to the EAR only where such items would be imported, procured, or obtained by the Listed
Entities after the BIS Listing. For example, if the Listed Entities obtained an item subject to
the EAR prior to October 17, 2023, the Listed Entities may continue accessing and using such
item after the BIS Listing. However, the Listed Entities would be prohibited from obtaining
additional quantities of, or updated versions of, such item as of October 17, 2023.
As concluded by Jacobson Burton Kelley PLLC (“ JBK”), our legal adviser as to U.S.
sanctions and export control laws, until September 29, 2025, the Entity List restrictions did not
apply to non-listed entities in our Group that are legally distinct from the Listed Entities (the
“Non-listed Entities ”). However, pursuant to a new rule called the “ Affiliates Rule ” issued by
the BIS that entered into force on September 29, 2025, any Non-Listed Entity that is owned
50% of more, directly or indirectly, individually or in aggregate, by one or more entities on (1)
the BIS Entity List; (2) the BIS Military End-User (“ MEU”) List, and (3) certain persons
designated on OFAC’s Specially Designated Nationals and Blocked Persons List (“ SDN List ”)
is now subject to the same export license requirements applicable to the parent company. As
advised by JBK, neither the BIS Listing nor the Affiliates Rule should have a material impact
on the business or operations of our Group. Even though certain Non-Listed Entities in our
Group could fall within the scope of the Affiliates Rule, at this time, the Non-Listed Entities
of the Company also do not currently procure, and do not have any plans to procure, items
subject to the EAR. Moreover, on November 1, 2025, the White House announced that the
implementation of the Affiliates Rule will be suspended for one year, as part of the newest
iteration of trade negotiations between the United States and China. The suspension became
effective since November 10, 2025. Therefore, despite the BIS’s enactment of the Affiliates
Rule and its suspension, the Company does not expect this change in policy to have a material
impact on the business or operations of our Group even once the suspension is lifted, assuming
there are no material changes to the Rule and its implementation in the meantime. For further
information on the Affiliates Rule and on how it would impact our Company, see “Risk
Factors,” “Regulatory Overview – U.S. Export Controls Overview,” and “Business.”
For items procured by the Listed Entities that it believes may be subject to the EAR, we
have identified and entered into agreements with domestic alternative suppliers, or developed
in-house alternatives for items required for the development and production of our solutions
and previously sourced by the Listed Entities which are or may be subject to the EAR.
Considering that (i) we have identified and entered into agreements with domestic alternative
suppliers for, or developed in-house, the items required for the development and production of
our solutions and previously sourced by the Listed Entities which are or may be subject to the
EAR, (ii) the use of items supplied by domestic alternative suppliers should not materially and
adversely affect the performance of our solutions, commercialization of the product lines, or
our R&D process, (iii) in the long term, we believe we benefit from transitioning to in-house
development and domestic alternatives in terms of cost savings, enhanced collaboration and
management of supply chain, and better local support and assistance from domestic suppliers,
(iv) as of the Latest Practicable Date, none of our investors or existing customers have
SUMMARY
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withdrawn their investment or ceased doing business with us due to the BIS Listing or notified
us in writing or otherwise of their intention to do so, and (v) we are also not aware of any
litigation or arbitration proceedings or other legal actions arising from or in connection with
the BIS Listing, the BIS Listing has not had, and is not expected to have, a material and adverse
impact on the development and commercialization of our solutions. For detailed analysis of the
impact of BIS Listing, see “Business – Applicable U.S. Laws and Regulations.”
On October 28, 2024, the U.S. Department of the Treasury issued a final rule (the “ OIR
Rule ”) to implement Presidential Executive Order 14105 issued on August 9, 2023 entitled
“Addressing United States Investments in Certain National Security Technologies and Products
in Countries of Concern”. The OIR Rule prohibits investments by, or that are knowingly
directed by, a U.S. person in an entity on the BIS Entity List that is engaged in the design,
fabrication, or packaging of advanced integrated circuits. Specific to our Company, the OIR
Rule prohibits investments by, or that are knowingly directed by, a U.S. person in an entity on
the BIS Entity List that is engaged in the design, fabrication, or packaging of advanced
integrated circuits. Our engagement in the design of semiconductors is likely to constitute a
covered activity for purposes of the OIR Rule. Therefore, unless an exception applies, U.S.
persons would be prohibited from investing in, or knowingly directing investments in, our
Company. The Offer Shares are being offered and sold solely outside the United States in
offshore transactions in reliance on Regulation S under the U.S. Securities Act.
No Material Change
Our Directors confirm that, as of the date of this Prospectus, there has been no material
adverse change in our financial or trading position, indebtedness, mortgage, contingent
liabilities, guarantees or prospects since June 30, 2025, the end of the period reported on the
Accountant’s Report included in Appendix I to this Prospectus.
We expect to record a significant increase in net loss for the year ending December 31,
2025 despite our efforts to increase our revenue and gross profit, primarily due to (i) the
expected increase in our research and development expenses due to the increase in our R&D
activities given the development phases of the on-going R&D projects, mainly because we
expect to intensify our R&D investment for the tape-out of our next generation products such
as BR20X, and (ii) the expected increase in finance costs due to the expected increase in the
balance of redemption liabilities.
SUMMARY
–2 6–


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In this Prospectus, unless the context otherwise requires, the following terms and
expressions have the meanings set forth below. Certain other terms are explained in the
section headed “Glossary of Technical Terms” in this Prospectus.
“affiliate(s)” with respect to any specified person, any other person,
directly or indirectly, controlling or controlled by or
under direct or indirect common control with such
specified person
“AFRC” Accounting and Financial Reporting Council (ʿৌ
ਕිజ҅)
“AIC Agreement” the acting in concert agreement entered into by
Mr. Zhang and Shanghai Biliren on June 26, 2025, details
of which are set out in “History, Development and
Corporate Structure – Acting in Concert Agreement”
“Articles of Association” or
“Articles”
the articles of association of our Company, as amended,
which shall become effective on the Listing Date, a
summary of which is set out in Appendix IV to this
Prospectus
“associate(s)” has the meaning ascribed thereto under the Listing Rules
“Audit Committee” the audit committee of the Board
“Beijing Biren” Beijing Biren Technology Development Co., Ltd.* ( ̏ԯ
ʮ̡), a limited liability company
established in the PRC on September 23, 2020 and a
wholly-owned subsidiary of our Company
“Board” or “Board of Directors” the board of Directors of our Company
“Business Day” a day on which banks in Hong Kong are generally open
for normal business to the public and which is not a
Saturday, Sunday or public holiday in Hong Kong
“CAGR” compound annual growth rate
“Capital Market Intermediaries”
or “Capital Market
Intermediary(ies)” or “CMI(s)”
the capital market intermediaries of the Global Offering
as named in “Directors and Parties Involved in the Global
Offering”
DEFINITIONS
–2 7–


--- page 38 ---
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“Chairman” the chairman of the Board
“Chief Executive Officer” the chief executive officer of our Group
“Chief Operating Officer” the chief operating officer of our Group
“Chief Technology Officer” the chief technology officer of our Group
“China” or “PRC” the People’s Republic of China excluding, for the purpose
of this Prospectus and for geographical reference only,
the Hong Kong Special Administrative Region, the
Macao Special Administrative Region of the PRC and
Taiwan Region
“CIC” China Insights Industry Consultancy Limited, an
independent professional market research and consulting
company and our industry consultant
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“Commercial Company” has the meaning ascribed to it under Chapter 18C of the
Listing Rules
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong) as amended, supplemented or otherwise
modified from time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Company”, “our Company” or
“the Company”
Shanghai Biren Technology Co., Ltd. (΅
ʮ̡) (previously known as Shanghai Biren
Technology Co., Ltd.* (ʮ̡)), a
limited liability company established in the PRC on
September 9, 2019 and converted into a joint stock
limited liability company incorporated in the PRC on
September 8, 2023
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
DEFINITIONS
–2 8–


--- page 39 ---
“connected transaction(s)” has the meaning ascribed thereto under the Listing Rules
“Corporate Governance Code” the Corporate Governance Code set out in Appendix C1
to the Listing Rules
“CSDCC” China Securities Depositary and Clearing Corporation
Limited (ப΂ʮ̡)
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ
ึ)
“Designated Bank” HKSCC Participant’s EIPO designated bank
“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
), which was issued on March 16,
2007 and latest amended by the SCNPC and implemented
on December 29, 2018
“Exchange Participant” a person (a) who, in accordance with the Rules of the
Hong Kong Stock Exchange, may trade on or through the
Hong Kong Stock Exchange; and (b) whose name is
entered in a list, register or roll kept by the Hong Kong
Stock Exchange as a person who may trade on or through
the Hong Kong Stock Exchange
“Extreme Conditions” extreme conditions as announced by the government of
Hong Kong in the case where a super typhoon or other
natural disaster of a substantial scale with serious
extreme and widespread impact, such as large-scale
power outage, extensive flooding, major landslides and
serious obstruction of public transport services
“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
“GAC” the General Administration of Customs of the PRC ( ʕ਷
ɛ͏΍ձ਷ऎᗫᐼ໇)
DEFINITIONS
–2 9–


--- page 40 ---
“General Rules of HKSCC” the General Rules of HKSCC as may be amended or
modified from time to time and where the context so
permits, shall include the HKSCC Operational
Procedures
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Group,” “our Group,” “we”
or “us”
our Company and our subsidiaries from time to time
“Guangzhou Biren” Guangzhou Biren Intelligent Technology Co., Ltd.* ( ᄿψ
ʮ̡), a limited liability company
established in the PRC on September 26, 2023 and a
wholly-owned subsidiary of our Company
“Guide for New Listing
Applicants”
the Guide for New Listing Applicants published by the
Stock Exchange, as amended from time to time
“H Share(s)” overseas listed foreign share(s) in the share capital of our
Company with a nominal value of RMB0.02 each, to be
subscribed for and traded in HK dollars and to be listed
on the Hong Kong Stock Exchange
“H Share Registrar” Tricor Investor Services Limited
“Hangzhou Biren” Hangzhou Biren Technology Development Co., Ltd.* (؄
ʮ̡), a limited liability company
established in the PRC on May 14, 2021 and a wholly-
owned subsidiary of our Company
“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued
in the applicant’s own name by submitting applications
online through the designated website at www.hkeipo.hk
“HK eIPO White Form
Service Provider”
the HK eIPO White Form service provider designated
by our Company as specified on the designated website at
www.hkeipo.hk
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
DEFINITIONS
–3 0–


--- page 41 ---
“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(s)” 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 Offer Shares” the 12,384,800 H Shares offered by us for subscription at
the Offer Price pursuant to the Hong Kong Public
Offering (subject to adjustment as described in the
section headed “Structure of the Global Offering” in this
Prospectus)
“Hong Kong Public Offering” the offering of the Hong Kong Offer Shares for
subscription by the public in Hong Kong (subject to
adjustment as described in “Structure of the Global
Offering”) at the Offer Price (plus brokerage, SFC
transaction levy, AFRC transaction levy and Hong Kong
Stock Exchange trading fee), on and subject to the terms
and conditions described in “Structure of the Global
Offering”
DEFINITIONS
–3 1–


--- page 42 ---
“Hong Kong Stock Exchange”
or “Stock Exchange”
The Stock Exchange of Hong Kong Limited, a wholly-
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
“Hong Kong Underwriters” the underwriters listed in the paragraph headed “Hong
Kong Underwriters” in “Underwriting”, being the
underwriters of the Hong Kong Public Offering
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated December 19, 2025
relating to the Hong Kong Public Offering entered into by
our Company, the Joint Sponsors, the Sponsor-OCs and
the Hong Kong Underwriters
“Independent Third Party(ies)” any entity(ies) or person(s) who is not a connected person
of our Company within the meaning of the Hong Kong
Listing Rules
“International Offer Shares” the 235,308,000 H Shares offered by our Company
pursuant to the International Offering (subject to
adjustment as described in “Structure of the Global
Offering”) together with any additional H Shares which
may be allotted and issued by our Company pursuant to
the exercise of the Offer Size Adjustment Option and the
Over-allotment Option
“International Offering” the offer of the International Offer Shares outside the
United States in offshore transactions in reliance on
Regulation S, at the Offer Price, in each case on and
subject to the terms and conditions of the International
Underwriting Agreement, as further described in the
section headed “Structure of the Global Offering” in this
Prospectus
“International Underwriters” the group of international underwriters who are expected
to enter into the International Underwriting Agreement to
underwrite the International Offering
“International Underwriting
Agreement”
the underwriting agreement relating to the International
Offering expected to be entered into on or about
December 30, 2025 by, among others, our Company, the
Sponsor-OCs and the International Underwriters, as
further described in “Underwriting – International
Offering”
DEFINITIONS
–3 2–


--- page 43 ---
“IPO” initial public offering
“Joint Bookrunners” the joint bookrunners of the Global Offering as named in
“Directors and Parties Involved in the Global Offering”
“Joint Global Coordinators” the joint global coordinators of the Global Offering as
named in “Directors and Parties Involved in the Global
Offering”
“Joint Lead Managers” the joint lead managers of the Global Offering as named
in “Directors and Parties Involved in the Global
Offering”
“Joint Sponsors” the joint sponsors of the Global Offering as named in
“Directors and Parties Involved in the Global Offering”
“Latest Practicable Date” December 15, 2025, being the latest practicable date for
the purpose of ascertaining certain information contained
in this Prospectus prior to its publication
“Listing” listing of the H Shares on the Main Board of the Hong
Kong Stock Exchange
“Listing Committee” the Listing Committee of the Hong Kong Stock Exchange
“Listing Date” the date, expected to be on or about January 2, 2026 on
which our H Shares are listed and from which dealings
therein are permitted to take place on the Hong Kong
Stock Exchange
“Listing Rules” or “Hong Kong
Listing Rules”
the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
“Main Board” the stock exchange (excluding the option market)
operated by the Hong Kong Stock Exchange which is
independent from and operated in parallel with Growth
Enterprise Market of the Hong Kong Stock Exchange
“Ministry of Finance” or “MOF” the Ministry of Finance of the PRC (݁
௅)
“MIIT” the Ministry of Industry and Information Technology of
the PRC (ʷ௅)
DEFINITIONS
–3 3–


--- page 44 ---
“MOFCOM” the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷
ਠਕ௅)
“Mr. Xiao” Mr. Bing XIAO ( ӽΏ), our executive Director and
General Manager, the sole shareholder of Shanghai
Zhuoren and the general partner of certain limited
partners of Shanghai Biliren
“Mr. Zhang” Mr. Wen ZHANG, our founder, executive Director, Chief
Executive Officer and a member of our Single Largest
Group of Shareholders
“NDRC” the National Development and Reform Commission of
the PRC (ึ)
“Nomination Committee” the nomination committee of the Board
“Offer Price” the final offer price per Offer Share (exclusive of
brokerage fee of 1%, SFC transaction levy of 0.0027%,
Hong Kong Stock Exchange trading fee of 0.00565% and
AFRC transaction levy of 0.00015%) at which the Offer
Shares are to be subscribed for and issued pursuant to the
Global Offering as described in the section headed
“Structure of the Global Offering” in this Prospectus
“Offer Share(s)” the Hong Kong Offer Shares and the International Offer
Shares, with any additional H Shares which may be
allotted and issued pursuant to the exercise of the Offer
Size Adjustment Option and the Over-allotment Option
“Offer Size Adjustment Option” the option expected to be granted by us under the
International Underwriting Agreement to the
International Underwriters, exercisable by the
Sponsor-OCs (for themselves and on behalf of the
International Underwriters), pursuant to which our
Company may allot and issue up to an aggregate of
37,153,800 additional H Shares (representing in
aggregate approximately 15.0% of the Offer Shares
initially being offered under the Global Offering
assuming the Over-allotment Option is not exercised) at
the Offer Price, to cover any excess market demand in the
International Offering (without being subject to any
reallocation mechanism), as described in “Structure of
the Global Offering – Offer Size Adjustment Option”
DEFINITIONS
–3 4–


--- page 45 ---
“Over-allotment Option” the option granted by us to the International
Underwriters, exercisable by the Sponsor-OCs (for
themselves and on behalf of the International
Underwriters) pursuant to the International Underwriting
Agreement, to require our Company to allot and issue up
to an aggregate of 37,153,800 additional H Shares
(representing approximately 15% of the 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 42,726,800 additional H Shares
(representing approximately 15% of the Offer Shares
initially available 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
“Overall Coordinators” the overall coordinators of the Global Offering as named
in “Directors and Parties Involved in the Global
Offering”
“Pathfinder Sophisticated
Independent Investor(s)” or
“Pathfinder SII(s)”
has the meaning ascribed thereto under Chapter 2.5 of the
Guide for New Listing Applicants
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
“PRC Company Law” the Company Law of the PRC ( ʕശɛ͏΍ձ਷ʮ̡
), as amended, supplemented or otherwise modified
from time to time
“PRC GAAP” generally accepted accounting principles in the PRC
“PRC Government” or “State” the central government of the PRC, including all
governmental subdivisions (including principal,
municipal and other regional or local government
entities) and instrumentalities
“PRC Legal Advisor” Fangda Partners, our legal advisor as to PRC laws
DEFINITIONS
–3 5–


--- page 46 ---
“Pre-IPO Employee Incentive
Scheme”
the pre-IPO employee incentive scheme of our Company
approved and adopted by our Board on April 24, 2024, a
summary of the principal terms of which is set forth in
“Appendix V – Statutory and General Information –
Further information about our Directors, Senior
Management and Substantial Shareholders – 5. Pre-IPO
Employee Incentive Scheme”
“Pre-IPO Investment(s)” the investment(s) in our Company undertaken by the
Pre-IPO Investors pursuant to the respective equity
transfer agreement(s) and capital increase agreement(s),
details of which are set out in “History, Development and
Corporate Structure”
“Pre-IPO Investor(s)” the investor(s) who participated in our Pre-IPO
Investments, details of which are set out in “History,
Development and Corporate Structure”
“Price Determination Agreement” the agreement to be entered into by the Sponsor-OCs (for
themselves and on behalf of the Hong Kong
Underwriters) and our Company on the Price
Determination Date to record and fix the Offer Price
“Price Determination Date” the date, expected to be on or around Tuesday, December
30, 2025 (Hong Kong time) on which the Offer Price is
determined and in any event no later than 12:00 noon on
Tuesday, December 30, 2025
“Prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration Committee” the remuneration committee of the Board
“RidgeStone” RidgeStone Technology, Inc., a company incorporated in
Delaware, the United States, on November 22, 2019 and
a wholly-owned subsidiary of our Company
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“SAFE” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅)
DEFINITIONS
–3 6–


--- page 47 ---
“SAMR” the State Administration for Market Regulation (̹
ఙ္ຖ၍ଣᐼ҅)
“SA T” the State Taxation Administration of the PRC (೼ਕ
ᐼ҅)
“SCNPC” the Standing Committee of National People’s Congress
(ึ)
“Securities and Futures
Ordinance” or “SFO”
the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
“SFC” the Securities and Futures Commission of Hong Kong
“Shanghai Aoyan” Shanghai Aoyan Technology Co., Ltd.* (ҦϞ
ʮ̡), a limited liability company established in the
PRC on November 7, 2023 and a wholly-owned
subsidiary of our Company
“Shanghai Biliren” Shanghai Biliren Enterprise Management Consulting
Partnership (Limited Partnership)* ( ɪऎኣͭ́Άุ၍ଣ
ፔ༔ΥྫΆุ(Υྫ)), a limited partnership
established in the PRC on September 26, 2019 and the
employee incentive platform of our Company, and a
member of our Single Largest Group of Shareholders
“Shanghai-Hong Kong Stock
Connect”
a securities trading and clearing links program developed
by the Hong Kong Stock Exchange, Shanghai Stock
Exchange, HKSCC and CSDCC for the establishment of
mutual market access between Hong Kong and Shanghai,
including Southbound Trading and Northbound Trading
“Shanghai Zhuoren” Shanghai Zhuoren Management Consulting Co., Ltd. ( ɪ
ʮ̡), a limited liability company
established in the PRC on March 15, 2021 wholly-owned
by Mr. Xiao. Shanghai Zhuoren is the general partner of
Shanghai Biliren and a member of our Single Largest
Group of Shareholders
“Share(s)” ordinary share(s) in the capital of our Company with a
nominal value of RMB0.02 each, comprising Unlisted
Shares and H Shares
DEFINITIONS
–3 7–


--- page 48 ---
“Shareholder(s)” holder(s) of the Share(s)
“Share Option(s)” share option(s) to subscribe for indirect limited
partnership interests in Shanghai Biliren (i.e. limited
partnership interests in certain limited partners of
Shanghai Biliren) corresponding to underlying shares
pursuant to the Pre-IPO Employee Incentive Scheme. See
“Statutory and General Information – Further
Information about Our Directors, Senior Management
and Substantial Shareholders – 5. Pre-IPO Employee
Incentive Scheme” for details
“Shenzhen-Hong Kong Stock
Connect”
a securities trading and clearing links program to be
developed by the Hong Kong Stock Exchange, Shenzhen
Stock Exchange, HKSCC and CSDCC for the
establishment of mutual market access between Hong
Kong and Shenzhen
“Single Largest Group of
Shareholders”
Mr. Zhang, Shanghai Biliren and Shanghai Zhuoren
“Sophisticated Independent
Investor(s)” or “SII(s)”
has the meaning ascribed thereto under Chapter 2.5 of the
Guide for New Listing Applicants
“Specialist Technology” has the meaning ascribed thereto under the Listing Rules
“Specialist Technology
Company”
has the meaning ascribed thereto under the Listing Rules
“Specialist Technology
Product(s)”
has the meaning ascribed thereto under the Listing Rules
“Sponsor-OCs” the sponsor-overall coordinators as named in “Directors
and Parties Involved in the Global Offering” in this
prospectus
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
”Stabilization Manager” China International Capital Corporation Hong Kong
Securities Limited
“subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules
“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules
DEFINITIONS
–3 8–


--- page 49 ---
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-back
issued by the SFC, as amended, supplemented or
otherwise modified from time to time
“Track Record Period” the periods comprising the three financial years ended
December 31, 2022, 2023 and 2024, and the six months
ended June 30, 2025
“Trial Measures” the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies ( ྤʫΆ
), promulgated by
the CSRC on February 17, 2023, and came into effect on
March 31, 2023
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and/or the
International Underwriting Agreement, as the context
may require
“Unlisted Share(s)” ordinary share(s) issued by our Company, with a nominal
value of RMB0.02 each, which is/are not listed on any
stock exchange
“U.S.” or “United States” the United States of America, its territories, its
possessions and all areas subject to its jurisdiction
“U.S. dollar”, “US$” or “USD” United States dollar, 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 A T” value-added tax
“Zhuhai Biren” Zhuhai Biren Integrated Circuit Co., Ltd.* ( मऎኣ́ණ
ʮ̡), a limited liability company established
in the PRC on July 3, 2020 and a wholly-owned
subsidiary of our Company
“%” percent
DEFINITIONS
–3 9–


--- page 50 ---
Unless otherwise specified, all references to any shareholdings in our Company following
the completion of the Global Offering assume that the Offer Size Adjustment Option and the
Over-allotment Option are not exercised.
The English names of the PRC entities, PRC laws or regulations, and the PRC
governmental authorities referred to in this Prospectus are translations from their Chinese
names and are for identification purposes only. If there is any inconsistency, the Chinese names
shall prevail.
Certain amounts and percentage figures included in this Prospectus have been subject to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures preceding them. Any discrepancies in any table or chart
between the total shown and the sum of the amounts listed are due to rounding.
* For identification purposes only
DEFINITIONS
–4 0–


--- page 51 ---
This glossary of technical terms contains explanations of certain technical terms
used in this prospectus. As such, these terms and their meanings may not correspond to
standard industry meanings or usage of these terms.
“AGI” artificial general intelligence
“AI” artificial intelligence, an area of computer science that
focuses on simulating human intelligence by machines
“AIGC” artificial intelligence-generated content
“AI model” mathematical algorithms which can take unstructured
data as input and transform them into informative outputs
through its “intelligence,” namely, the capability of
perceiving the world, transcribing and organizing
information, enhancing or generating contents, or making
decisions
“Algorithm” a procedure or formula for solving a problem, based on
conducting a sequence of specific actions, especially by a
computer
“BF16” brain floating point 16, a computer number format
occupying 16 bits in computer memory
“chiplet” a tiny integrated circuit that contains a well-defined
subset of functionality. It is designed to be combined with
other chiplets on an interposer in a single package to
create a complex component such as a computer
processor
“cloud” a network of remote servers hosted on the Internet and
used to store, manage, process data, and offer algorithms
in place of local servers or personal computers
“compiler” a software that translates human-written code into
instructions a computer can execute
“computer vision” or “CV” a field of artificial intelligence that enables computers
and systems to derive meaningful information from
digital images, videos and other visual inputs, and take
actions or make recommendations based on that
information
GLOSSARY OF TECHNICAL TERMS
–4 1–


--- page 52 ---
“CXL” or “Compute Express
Link”
an open standard for high-speed, high-capacity central
processing unit-to-device and CPU-to-memory
connections, designed for high performance data center
computers
“deep learning” a machine learning technique that constructs artificial
neural networks with multiple layers to extract features
from the raw input
“DeepSpeed” an open source deep learning optimization library for
PyTorch
“die” small block of semiconducting material on which a given
functional circuit is fabricated
“distributed training” a machine learning approach that splits model training
workloads across multiple GPUs, servers, or nodes to
accelerate computation
“driver” a software that links hardware with the operating system
or applications
“edge” hardware or services that brings computation and data
storage closer to where the data is produced
“edge computing” a distributed computing paradigm that brings
computation, data storage, and analytics closer to the
source of data generation
“edge inference” the execution of trained AI models directly on edge
devices to enable real-time decision-making
“firmware” an essential built-in software that manages the basic
functions of hardware
“FP32” single-precision floating point 32, a computer number
format occupying 32 bits in computer memory
“GEMM” General Matrix Multiplication, a common algorithm in
linear algebra, machine learning, statistics, and many
other domains
“generative AI” AI capable of generating text, images, or other media
GLOSSARY OF TECHNICAL TERMS
–4 2–


--- page 53 ---
“GPGPU” a GPU that is programmed for purposes of general
computing
“GPU” graphic processing unit
“HBM” high bandwidth memory, a high-speed computer memory
interface for 3D-stacked synchronous dynamic random-
access memory
“IC” or “integrated circuit” a set of electronic circuits on one small flat piece of
semiconductor material, usually silicon
“IO” input/output, the interface and processes that handle data
transfer between a computing system and external
devices
“kernel” a function that executes computation in parallel across a
number of GPU threads
“KMD” kernel mode driver, a low-level driver that manages
direct communication between the GPU hardware and the
operating system kernel
“L2 Cache” Level 2 cache
“library” a collection of pre-written code that provide ready-made
functions for applications
“LLM” large language model, an AI language model that uses
deep learning techniques and massively large data sets to
understand, summarize, generate and predict new content
“natural language processing”
or “NLP”
a branch of artificial intelligence that helps computers
understand, interpret and manipulate human language
“NoC” network on chips, a network-based communications
subsystem on an integrated circuit
“NRE solutions” non-recurring engineering solutions, the engineering and
technical solutions and related technical support services
required for the chip development projects
GLOSSARY OF TECHNICAL TERMS
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“OAM” open accelerator module, a compute accelerator module
form factor
“open-source” a source code that is made freely available for possible
modification and redistribution
“PaddlePaddle” a free and open-source software library for machine
learning and artificial intelligence
“PCIe” peripheral component interconnect express, a compute
accelerator module form factor
“PUE” power usage effectiveness, an indicator to evaluate the
effectiveness of power usage effectiveness
“PyTorch” a machine learning framework based on the Torch library,
used for applications such as computer vision and natural
language processing
“SoC” system-on-chip, an integrated circuit that integrates most
or all components of a computer or other electronic
system
“SPC” streaming processing cluster, a specialized computing
element within a GPU
“TCO” Total Cost of Ownership (TCO) is a comprehensive
financial estimate that reflects the full cost of acquiring,
operating, and maintaining an asset or product over its
entire lifecycle
“TensorFlow” a free and open-source software library for machine
learning and artificial intelligence
“TF32+” TensorFloat 32+, a computer number format occupying
24 bits in computer memory
“UBB” universal baseboard, which supports OAM modules in
various fabric and interconnect topologies
“UMD” user mode driver, a software that allows applications to
access and utilize the GPU through the operating system
“XSR SerDes” extra short reach serializer/de-serializer, a pair of
functional blocks commonly used in high-speed die-to-
die communications
GLOSSARY OF TECHNICAL TERMS
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We have included in this Prospectus forward-looking statements. Statements that are not
historical facts, including but not limited to statements about our intentions, beliefs,
expectations or predictions for the future, are forward-looking statements.
This Prospectus contains forward-looking statements and information relating to us and
our subsidiary 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,” “expect,” “going forward,” “intend,” “may,”
“ought to,” “plan,” “project,” “seek,” “should,” “will,” “would,” “vision,” “aspire,” “target,”
“schedules,” and the negative of these words and other similar expressions, as they relate to us
or our management, are intended to identify forward-looking statements. Such statements
reflect the current views of our management with respect to future events, operations, liquidity
and capital resources, some of which may not materialize or may change. These statements are
subject to certain risks, uncertainties and assumptions, including the risk factors as described
in this Prospectus, some of which are beyond our control and may cause our actual results,
performance or achievements, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking statements.
Y ou are strongly cautioned that reliance on any forward-looking statements involves known
and unknown risks and uncertainties. The risks and uncertainties facing us which could affect
the accuracy of forward-looking statements include, but are not limited to, the following:
 our operations and business prospects;
 our ability to maintain relationship with, and the actions and developments
affecting, our major customers and suppliers;
 future developments, trends and conditions in the industries and markets in which
we operate or plan to operate;
 general economic, political and business conditions in the markets in which we
operate;
 changes to the regulatory environment in the industries and markets in which we
operate;
 our ability to maintain the market positions;
 the actions and developments of our competitors;
 our ability to effectively contain costs and optimize pricing;
 the ability of third parties to perform in accordance with contractual terms and
specifications;
 our ability to retain senior management and key personnel and recruit qualified staff;
FORW ARD-LOOKING STATEMENTS
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 our business strategies and plans to achieve these strategies, including our expansion
plans;
 our ability to defend our intellectual rights and protect confidentiality;
 the effectiveness of our quality control systems;
 change or volatility in interest rates, foreign exchange rates, equity prices, trading
volumes, commodity prices and overall market trends; including those pertaining to
the industry and markets in which we operate;
 capital market developments;
 our dividend policy; and
 all other risks and uncertainties described in “Risk Factors” and elsewhere.
By their nature, certain disclosures relating to these and other risks are only estimates and
should one or more of these uncertainties or risks, among others, materialize, actual results
may vary materially from those estimated, anticipated or projected, as well as from historical
results. Specifically, but without limitation, sales could decrease, costs could increase, capital
costs could increase, capital investment could be delayed and anticipated improvements in
performance might not be fully realized.
Subject to the requirements of applicable laws, rules and regulations, we do not have any
and undertake no obligation to update or otherwise revise the forward-looking statements in
this Prospectus, whether as a result of new information, future events or otherwise. As a result
of these and other risks, uncertainties and assumptions, the forward-looking events and
circumstances discussed in this Prospectus might not occur in the way we expect or at all.
Accordingly, you should not place undue reliance on any forward-looking information. All
forward-looking statements in this Prospectus are qualified by reference to the cautionary
statements in this section.
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
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An investment in our H Shares involves significant risks. Y ou should carefully
consider all of the information in this Prospectus, including the risks and uncertainties
described below, before making an investment in our H Shares. The following is a
description of what we consider to be our material risks. Any of the following risks
could materially and adversely affect our business, prospects, results of operations and
financial condition. The market price of our H Shares could significantly decrease due
to any of these risks, and you may lose all or part of your investment.
These factors are contingencies that may or may not occur, and we are not in a
position to express a view on the likelihood of any such contingency occurring. The
information given is as of the Latest Practicable Date unless otherwise stated, will not
be updated after the date hereof, and is subject to the cautionary statements in
“Forward-looking Statements” in this prospectus.
We are a Specialist Technology Company seeking to list on the Main Board of the Stock
Exchange under Chapter 18C of the Listing Rules. The securities of Specialist Technology
Companies carry high investment risks including risks of share price volatility and inflated
valuation due to the difficulty in valuing such companies. Investors should fully understand the
investment risks of a Specialist Technology Company and the risks disclosed by us before
making their investment decisions.
We are at a relatively early stage of commercialization of our intelligent computing
solutions, as we only started to generate revenue from our intelligent computing solutions in
2023. In addition, we recorded net losses since our inception. We believe there are certain risks
and uncertainties involved in our operations, some of which are beyond our control. We have
categorized these risks and uncertainties into risks related to (i) our business and industry; (ii)
our intellectual properties; (iii) our financial positions and need for additional capital; (iv)
doing business in the jurisdiction where we operate; and (v) the Global Offering.
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, results of
operations and financial condition. Y ou should consider our business and prospects in light of
the challenges we face, including those discussed in this section.
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RISKS RELATED TO OUR BUSINESS AND INDUSTRY
We have a limited operating history and our ability to develop and manufacture our products
and solutions on a large scale is unproven and still evolving, which makes it difficult to
evaluate our current business and predict our future performance. Our historical financial
and result of operations may not be indicative of our future performance.
We are a development-stage company with limited operating history since 2019, and our
future ability to develop product of high quality and appeal to customers, on schedule, and on
a large scale is unproven and still evolving. Our operations to date have focused on research
and development of our products and solutions, establishing and expanding our intellectual
property portfolio, as well as enlarging and strengthening our R&D team. We commercially
launched our Specialist Technology Product in August 2022, and we have been loss-making
during the Track Record Period. Therefore, we have a limited track record in launching,
commercializing, sales and marketing of our products and solutions. Our ability to manufacture
and deliver our Specialist Technology Product on a large scale is unproven. Due to our limited
track record in commercialization, there can be no assurance that our efforts seeking market
acceptance of our products and solutions will succeed, that the sales results of our products and
solutions will meet our expectations, or that our products and solutions will provide
satisfactory user experience to our customers. Our commercial development and delivery of
intelligent computing solutions are and will be subject to inherent risks, including with respect
to delays or disruptions in our supply chain, quality control deficiencies, compliance with
relevant laws and regulations, international trade policies, geopolitics and trade protection
measures, cost overruns and lack of necessary funding, among others, which may adversely
affect our business, results of operations and financial performance.
Furthermore, our limited operating history, particularly in light of the rapidly evolving
intelligent computing solution industry, may make it difficult to evaluate prospects of our
current business and reliably predict our future performance. This Prospectus contains certain
statements and information that are forward-looking, including but not limited to the
statements in “Business – Business Sustainability and Path to Profitability.” Y ou are cautioned
that reliance on any forward-looking statement involves risks and uncertainties and that any or
all of those assumptions may prove to be inaccurate and as a result, the forward-looking
statements based on those assumptions may also be incorrect. We may encounter unforeseen
expenses, difficulties, complications, delays and other business uncertainties. If we do not
address these business uncertainties and difficulties successfully, our business will suffer. See
also “– Risks Related to the Global Offering – Forward-looking statements contained in this
Prospectus are subject to risks and uncertainties.”
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The future commercial success of our products and solutions will depend on the degree of
their market acceptance and customer demand. Failure to estimate customer demand
properly could lead to mismatches between supply and demand.
The future commercial success of our products will depend on the degree of their market
acceptance among customers. Given our development and sales cycles can be long and
unpredictable, and we have limited track record of commercializing our products and solutions,
the future commercial success of our products and solutions are subject to inherent
uncertainties. We engage third parties to manufacture and assemble our products and have long
manufacturing lead times, and we expect to build finished products and maintain inventory in
advance of anticipated demand. If our estimates of customer demand are ultimately inaccurate,
there could be a significant mismatch between supply and demand, thus, it may result in either
product shortages or excess inventory and may significantly harm our results of operations and
financial performance.
Demand for our products is based on many factors in addition to the lead times described
above that could cause us to either underestimate or overestimate our customers’ future demand
for our products, or otherwise cause a mismatch between supply and demand for our products
and impact the timing and amount of our revenue, including but not limited to:
 competing technologies and competitor product releases and announcements, which
may be cheaper or provide better functionality or features than ours;
 the demand for AI training;
 macroeconomic environment and changes in business and economic conditions
resulting in decreased end demand;
 rapidly changing technology or customer requirements;
 new product introductions and transitions resulting in less demand for existing
products;
 new or unexpected end use cases;
 business decisions made by third parties, such as developers that create applications
leveraging our solutions; and
 the demand for intelligent computing solutions, particularly GPGPU solutions.
If we underestimate our customers’ demand for our products, our manufacturing partners
may not have adequate lead time or capacity to increase production accordingly and we may
not be able to obtain sufficient inventory to fill orders on a timely basis. Even if we are able
to increase production levels to meet customer demand, we may not be able to do so in a
RISK FACTORS
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cost-effective or timely manner, or our manufacturing partners may experience supply
constraints. If we fail to fulfill our customers’ orders on a timely basis, or at all, our customer
relationships could be damaged, we could lose revenue and market share and our reputation
could be harmed.
If we overestimate our customers’ future demand for our products, or if customers cancel
or defer orders or choose to purchase from our competitors, we may not be able to reduce our
inventory or other contractual purchase commitments. In the future, we may experience a
reduction in average selling prices as a result of our overestimation of future demand. We may
also need to increase prices for certain of our products as a result of our suppliers’ increase in
prices in the future, in which case we may also have to incur cancellation penalties and record
impairments on our inventories. The risk of these impacts may increase if our purchase
obligations and prepaids grow to a greater portion of our total supply while our revenue
sequentially declines. All of these factors may negatively impact our results of operations and
financial performance.
If we fail to establish, expand and optimize an effective sales network for our products and
solutions, we may not be able to generate revenue as planned, and our business and results
of operations could be adversely affected.
Given the development stage of our business, we may not be able to establish, expand and
optimize an effective sales network for our products and solutions. For example, with a
professional in-house sales and marketing team in China, we will have to compete with our
competitors to recruit, hire, train, motivate and retain sales and marketing personnel.
Moreover, we may spend significant time in communications with potential customers, project
evaluation and design, thereby resulting in longer sales cycles. Our sales cycles are difficult to
predict, and the length of our sales cycle can vary substantially from customer to customer. Our
sales cycle primarily consists of initial communications with customers, project evaluation and
design, proof of concept, demo testing and contracts execution. Such sales cycle typically
spans one to three months. Such long and unpredictable sales cycle exacerbates our risks in
establishing an effective sales network. If we fail to establish, expand and optimize an effective
sales network for our products and solutions, we may not be able to generate revenue as
planned and our business could be adversely affected.
Disruptions in our supply chain could delay our development plans.
Our operations and those of our suppliers, contract foundries and logistics providers may
be disrupted by a number of factors, including but not limited to geopolitical uncertainties,
increased and/or changing laws and regulations, regulatory compliance issues, natural disasters
(such as fires, floods and earthquakes), potential effect of climate change, strikes or other labor
disputes, disruptions in logistics, among other things. A significant disruption in our supply
chain that affects the manufacturing or sourcing of our products or components for any reason,
including those mentioned above, could interrupt product supply and significantly delay our
development plans. Such disruptions, if not remedied, could lead to delay of our research and
development plans, loss of orders and customers, litigation or regulatory action, financial
RISK FACTORS
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penalties, and reputational damage that could materially and adversely affect our business,
results of operations and financial condition. For details of risks relating to our supply chain,
see also “– Risks Related to Our Business and Industry – If essential items or services to the
production of our products are not supplied timely and adequately, our business could be
materially and adversely affected” and “– Risks Related to Our Business and Industry –
Dependency on third-party suppliers and their technology to design, manufacture, assemble,
test or package our products reduces our control over product quantity and quality and could
harm our business.”
The success of our business is dependent upon our ability to introduce products or solutions
on a timely basis with features and performance levels that provide value to our customers
while supporting and coinciding with significant industry transitions.
Our success depends to a significant extent on the development, implementation and
acceptance of new products that provide value to our customers. Our ability to develop and
launch new products/solutions and related technologies to meet evolving industry standard and
requirements, at prices acceptable to our customers on a timely basis, are significant factors in
determining our competitiveness in our target markets. We cannot assure you that our efforts
to execute our product roadmap will result in innovative products/solutions and technologies
that provide value to our customers and meet the industry standard and requirements. If we fail
to or are delayed in developing or launching new products or technologies that provide value
to our customers and address these new trends or if we fail to predict which new functionality,
features or form factors consumers will adopt and adjust our business accordingly, we may lose
competitive positioning, which could negatively affect our business.
We are investing heavily in our research and development, and such investment may not
generate the results we expect to achieve. Failure in developing, enhancing or adapting to
new technologies and methodologies may make our technologies and products obsolete,
which will materially adversely affect our business.
Our technology capabilities and infrastructure are critical to our success. We have been
investing heavily in our research and development efforts. In 2022, 2023, 2024 and for the six
months ended June 30, 2024 and 2025, we incurred research and development expenses of
RMB1,017.9 million, RMB885.6 million, RMB827.0 million, RMB397.1 million and
RMB571.6 million, respectively, accounting for 79.8%, 76.4%, 73.7%, 71.5% and 79.1% of
our total operating expenses (i.e. the aggregate of selling and marketing expenses, general and
administrative expenses and research and development expenses) for the same periods. AI
technologies and the intelligent computing solution industry are subject to rapid technological
changes and are evolving quickly in terms of technological innovation. We need to invest
significant resources, including financial and human resources, in research and development to
lead technological advancement in order to make our solutions innovative and competitive in
the market. As a result, we expect that our research and development expenses will continue
to increase in absolute amount. We have incurred losses in the past and may not be able to
achieve or subsequently maintain profitability, partially due to the significant investment in
research and development. In 2022, 2023, 2024 and for the six months ended June 30, 2024 and
2025, we recorded net losses of RMB1,474.3 million, RMB1,744.0 million, RMB1,538.1
million, RMB888.3 million and RMB1,600.5 million, respectively.
RISK FACTORS
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Furthermore, research and development activities are inherently uncertain, and we might
encounter practical difficulties in commercializing our research and development results. We
cannot assure you that we will be able to develop, enhance or adapt to new technologies and
methodologies, successfully identify new technological opportunities, develop and bring new
or enhanced products and solutions to market, obtain sufficient or any patent or other
intellectual property protection for such new or enhanced products and solutions, or, if such
products and solutions are introduced, that they will achieve market acceptance. Our
significant expenditures on research and development may not generate corresponding
benefits. Given the fast pace with which the technology has been and will continue to develop,
we may not be able to timely upgrade our technologies in a cost-effective and timely manner,
or at all. New technologies in the intelligent computing solution industry could render our
technologies, our technological infrastructure or products and solutions that we are developing
or expect to develop in the future obsolete or unattractive, thereby limiting our ability to
recover related research and development costs, which could result in a decline in our
revenues, profitability and market share.
If we are unable to attract, hire, retain and motivate our key executives, technical staffs and
employees, our business may be harmed.
To be competitive and to execute our business strategy successfully, we must attract, hire,
retain and motivate our key executives, technical staffs and employees and recruit and develop
diverse talent. Many of our key executives and core employees are important to us due to the
high entry barriers of the AI-related industries. Labor is subject to external factors that are
beyond our control, including our industry’s highly competitive market for skilled workers and
leaders, cost inflation and workforce participation rates. Changes in immigration and work
permit regulations or in their administration or interpretation could impair our ability to attract
and retain qualified employees. Competition for personnel results in increased costs in the form
of cash and stock-based compensation, and in times of stock price volatility, as we may
experience in the future, the retentive value of our stock-based compensation may decrease.
Failure to retain key executives and employees could have an adverse effect on our business,
prospects and results of operations.
We may not compete successfully in the intelligent computing solution industry.
In the intelligent computing solution industry, relying upon their long-term investment of
resources and years of operating experiences, some key market players have managed to
establish an ecosystem for their products, featuring cultivated user habits and a comprehensive
network of voluminous software applications that leveraging their products, which bring about
high costs for our potential customers to switch to our products and solutions. China’s
intelligent computing chips market in which we operate is highly concentrated with the top two
players combined accounted for a market share of 94.4% in 2024, according to CIC.
Furthermore, we have yet to fully develop sales network and customer base, which are requisite
for the build-up of a product ecosystem comparable to that of some of our competitors. China’s
intelligent computing chips market is expected to reach US$50.4 billion in 2025, according to
CIC, and we are expected to capture a market share of approximately 0.2%. We may not be able
to compete successfully with such established market player, especially given our limited
history of commercialization.
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As intelligent computing solutions become more and more critical in light of the rapid
development of artificial intelligence, especially large language models, we also face fierce
competition from new market entrants. Such new entrants may include better-established
technology companies that possess substantial financial resources, sophisticated technology
capabilities and broad sales channels. Furthermore, we may face competition from global
technology companies that seek to enter the China market, whether independently or through
formation of strategic alliances with, or acquisition of, companies in the intelligent computing
solution industry in China. Intensified competition could result in lower sales, price reductions,
reduced margins and loss of market share. In addition, we may be compelled to make
substantial additional investments in research and development, marketing and sales in order
to respond to such competitive threats, and we cannot assure you that such measures will be
effective. If we are unable to compete successfully, or if competing successfully requires us to
take costly actions in response to the actions of our competitors, our business, financial
condition and results of operations could be adversely affected.
We are subject to the risks associated with international trade policies, international export
controls and economic sanctions, geopolitics and trade protection measures, and our
business, financial condition and results of operations could be adversely affected.
Our operations have been and may continue to be negatively affected by deterioration in
the political and economic relations among countries, sanctions and export controls
administered by the government authorities in countries with which our operations are
connected, and other geopolitical challenges, including increased tariffs, taxes, and other costs
and political instability. Jurisdictions such as the United States have adopted and may further
adopt restrictive measures, policies, laws and regulations that directly or indirectly affect
China-based technology companies.
For example, on August 9, 2022, the U.S. government enacted the Creating Helpful
Incentives to Produce Semiconductors and Science Act of 2022, which, among other things,
prohibits funding recipients from materially expanding semiconductor manufacturing capacity
in China. In addition to the United States, Japan, the Netherlands, and various other
governments are also imposing controls, licensing requirements, and restrictions on exports to
China. Such restrictions, and similar or more expansive restrictions that may be imposed by the
United States or other jurisdictions in the future, may be difficult or costly to comply with and
may negatively affect our and our technology partners’ abilities to acquire technologies,
systems, devices or components that may be critical to our technology infrastructure, solutions
and business operations.
Further, the U.S.-China trade tensions have led to the introduction of high tariffs on a host
of goods trading between the two countries, including high-technology goods, semiconductors,
and electronics. The trade tensions between the two countries have been rising, and there is a
possibility that the extent and scale of trade restrictions between the two countries could
escalate if the U.S. and China fail to reach any comprehensive agreement to resolve the issues.
RISK FACTORS
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While we do not currently purchase or source controlled items from the United States, we
cannot predict the implications of the ongoing U.S.-China trade tensions and the resulting
impact on our industry and the global economy.
In recent years, the United States has also imposed further export controls on exports and
reexports to China via the Export Administration Regulations (the “ EAR”), administered by
the U.S. Department of Commerce’s Bureau of Industry and Security (“ BIS”). For example, in
October 2022, BIS issued an interim final rule aimed at restricting China’s ability to obtain
advanced computing integrated circuits, develop and maintain supercomputers, and
manufacture advanced integrated circuits. Since that time, BIS has continued to amend its
export controls on these items and end uses, including in October 2023, April 2024, December
2024, and January 2025 (together with BIS’s October 2022 interim final rule, collectively
referred to as the “ U.S. Advanced Computing Regulations ”).
Among other measures, the U.S. Advanced Computing Regulations add to the EAR’s
Commerce Control List (a list of commodities, software, and technologies that are subject to
export controls) certain advanced and high-performance computing integrated circuits and
computer commodities that contain these integrated circuits. The listed items now generally
require a license prior to the export, reexport, or in-country transfer of such items to and within
China, Hong Kong, and Macau (absent an applicable license exception), if such items are
subject to the export controls jurisdiction of the EAR. The U.S. Advanced Computing
Regulations also impose new or expanded license requirements for items subject to the EAR
destined for an end-use in the development or production of supercomputers, certain types of
advanced node integrated circuits and advanced, or semiconductor manufacturing equipment in
certain jurisdictions, including China. The U.S. Advanced Computing Regulations further
restrict certain activities of U.S. persons supporting IC development or production efforts in
China.
We do not currently purchase, source, or use items that are currently subject to U.S.
export controls. We primarily engage in chip design and do not operate a fabrication facility
ourselves, do not manufacture ICs, and our U.S. national employees do not otherwise have the
specified dealings with any Chinese customers or other third parties (including suppliers and
manufacturing or production partners) that develop or produce integrated circuits at a facility
where production of advanced integrated circuits occur. We are also not involved in the
shipment, transfer, or servicing of the relevant items under the U.S. person controls. Moreover,
JBK is of the view that the business operations of the Group are in compliance with applicable
U.S. export controls laws and regulations, and such operations include the business
transactions where the Group, as a fabless chip design company, engages and instructs
fabrication facilities to manufacture its GPGPU chips. Having reviewed the analysis, and as
advised by the Company’s counsel, the Company concurs with the conclusions reached by
JBK. Based on the due diligence conducted by the Joint Sponsors, nothing has come to the
attention of the Joint Sponsors that would cause them to disagree with the view above.
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Therefore, with regard to the U.S. Advanced Computing Regulations, we believe that, as
of the Latest Practicable Date, we and our employees do not engage in activities that would
require a U.S. export license, and our ability to make sales to either our current customers or
prospective customers that we expect to sell to as we expand our business has not been
materially and adversely impacted. Moreover, we have implemented internal policies to ensure
that any U.S. personnel at our Group shall refrain from engaging in any controlled activities
which may require a license, and shall comply with applicable U.S. export controls laws and
regulations. However, as such export control laws and regulations continue to expand and
evolve, our operations and business growth might be materially and adversely affected if more
restrictive measures are enacted in the future.
These and other legal and regulatory developments stemming from international
geopolitics could lead to legal and economic uncertainties. For example, on October 28, 2024,
the U.S. Department of the Treasury issued a final rule (the “ OIR Rule ”) to implement
Presidential Executive Order 14105 issued on August 9, 2023 entitled “Addressing United
States Investments in Certain National Security Technologies and Products in Countries of
Concern”. The OIR Rule, which is officially called “Provisions Pertaining to U.S. Investments
in Certain National Security Technologies and Products in Countries of Concern,” took effect
on January 2, 2025. It imposed certain investment prohibition and notification requirements,
additional diligence responsibilities, and record-keeping requirements on U.S. persons and
their controlled foreign entities involving new investments in entities associated with China
(including Hong Kong and Macau) that are engaged in activities involving any of the following
three sectors: (i) semiconductors and microelectronics, (ii) quantum information technologies,
or (iii) artificial intelligence systems (collectively defined as “ Covered Foreign Persons ”).
U.S. persons subject to the OIR Rule are prohibited from making or are required to report
certain investments in Covered Foreign Persons, which are defined as “covered transactions.”
Covered transactions may include, among other things, acquisitions of equity interests, certain
debt financing transactions, the formation of certain joint ventures, and certain investments as
a limited partner in a non-U.S. person pooled investment fund. The OIR Rule is aimed at
exerting greater U.S. government oversight over U.S. direct and indirect investments involving
China and may introduce new hurdles and uncertainties for cross-border collaborations,
investments, and funding opportunities of China-based issuers, including us.
Specific to our Company, the OIR Rule prohibits investments by, or that are knowingly
directed by, a U.S. person in an entity on the BIS Entity List that is engaged in the design,
fabrication, or packaging of advanced integrated circuits. Our engagement in the design of
semiconductors is likely to constitute a covered activity for purposes of the OIR Rule.
Therefore, unless an exception applies, U.S. persons would be prohibited from investing in, or
knowingly directing investments in, our Company.
The OIR Rule exempts from the prohibitions of certain transactions, including, among
others, passive investments in publicly traded securities. These exemptions are available only
if the investor does not receive any governance rights with respect to the relevant Covered
Foreign Person beyond standard minority shareholder protections. Therefore, the OIR Rule
should not restrict U.S. persons from purchasing shares in our Company’s publicly traded
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securities provided that they do not receive any governance rights beyond standard minority
shareholder protections in our Company. U.S. persons should also not be prohibited from
knowingly directing passive investments by non-U.S. persons in the publicly traded securities
of our Company. For details, see “Regulatory Overview — U.S. Outbound Investment.”
However, as advised by Jacobson Burton Kelley PLLC (“ JBK”), our legal counsel as to U.S.
sanctions and export control laws, U.S. persons would not be permitted to participate in the
purchase of shares in the Global Offering if such shares are not already publicly available on,
and purchased from, a security exchange.
On February 21, 2025, U.S. President Donald J. Trump issued a memo entitled the
“America First Investment Policy,” outlining several initiatives to incentivize investment from
U.S. allies and partners while restricting investments involving companies from certain other
countries, including China. Among other things, this policy previews that the sectors covered
by the OIR Rule may be broadened in the future, and existing exceptions may be narrowed.Any
additional restrictions imposed in line with this policy may further deepen the uncertainties for
cross-border collaborations, investments, and funding opportunities for China-based issuers,
including us.
In addition, the OIR Rule could be changed by other U.S. executive actions or legislation,
which could include changes to the scope of activities and technologies applicable to
prohibited transactions. The OIR Rule could also further limit our ability to raise capital and
to invest in certain companies, which may negatively affect our business, financial condition
and prospects.
Such U.S. foreign investment laws and regulations are subject to frequent changes, and
their interpretation and enforcement involve substantial uncertainties, which may be driven by
political and/or other factors that are out of our control. They could also result in negative
publicity, require significant time and attention of the management and subject us to fines,
penalties or orders that we cease or modify our existing business practices, if they occur. Any
of these events may have an adverse effect on our business, financial condition or results of
operations.
Effective October 17, 2023, BIS added certain entities of our Group to the Entity List, which
restricts their ability to purchase or otherwise access certain goods, software and technology.
BIS maintains the Entity List, which is a list of non-U.S. individuals, companies, research
institutions, government and private organizations, that are subject to additional license
requirements (and typically a licensing policy of denial) for the export, reexport, or in-country
transfer of items subject to the EAR (the “ Entity List ”).
Effective October 17, 2023, BIS added certain entities of our Group to the Entity List (the
“BIS Listing” ), specifically Beijing Biren Technology Development Co., Ltd.; Guangzhou
Biren Intelligent Technology Co., Ltd.; Hangzhou Biren Technology Development Co., Ltd.;
Shanghai Biren Information Technology Co., Ltd.; Guangzhou Biren Semiconductor
Technology Co., Ltd.; Shanghai Biren Technology Co., Ltd.; Shanghai Xinzhili Enterprise
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Development Co., Ltd.; and Zhuhai Biren Integrated Circuit Co., Ltd. (collectively, the “ Listed
Entities ”). Consequently, the Listed Entities (but not legally distinct entities, such as
subsidiaries or affiliates of the Listed Entities) are prohibited from purchasing, acquiring, or
otherwise accessing any items subject to the EAR without a license from BIS. For further
information, see “Regulatory Overview – U.S. Export Control Laws and Regulations.” For
detailed analysis on the Entity List addition, see “Business – Applicable U.S. Laws and
Regulations.”
In December 2023, following the BIS Listing, we revised our trade controls compliance
program and associated policies to address and mitigate the risks related to U.S. export
controls. For details, see “Business – Applicable U.S. Laws and Regulations.” However, there
can be no assurance that our export control compliance measures or program will be strictly
followed and implemented, or that the implementation of such export control compliance
measures or program would be sufficient for us to address concerns under the EAR. Failure to
comply with the EAR could lead to investigations, monetary penalties and could negatively
affect our relationship with our suppliers, which, in turn, could negatively affect our business
operations.
The BIS Listing could have a negative impact on our reputation with U.S. regulators,
businesses, and banking institutions. We believe there is a risk some business partners,
particularly those in the United States or with significant exposure in the United States, might
refuse to engage in certain business with us for a variety of reasons, including over-compliance
with or misunderstanding of the legal effect of the BIS Listing (which does not apply to
financial transactions), an inability to determine whether items being sold are subject to U.S.
law, de-risking (particularly among western financial institutions), and reputational concerns.
As of the Latest Practicable Date, none of our investors or customers have withdrawn their
investment or ceased doing business with us due to the BIS Listing or notified us in writing
or otherwise of their intention to do so.
Our relationships with suppliers may evolve in the future, and there can be no assurance
that we will maintain our access to all items that are necessary to our business. Furthermore,
as technologies continue to advance, third parties may offer new technologies or products that
could enhance our technology infrastructure, products or solutions. To the extent that any
product or technology we currently use becomes subject to the EAR or any such new
technologies or products are subject to the EAR, the Listed Entities would not be able to access
those items if they remain on the Entity List by then at that time, unless the exporter obtains
a license from BIS (which is unlikely due to the licensing review policy of denial for most
Entity List designees).
There can be no assurance that the Listed Entities would be able to identify alternative
supply chain arrangements to access similar technologies or products of the same quality at
similar cost, and we may encounter increased supplier scrutiny due to the addition to the Entity
List.
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The export restrictions imposed on the Listed Entities now also have the potential to
extend to certain Non-Listed Entities, by virtue of a new rule called the “Affiliates Rule” issued
by the U.S. Department of Commerce’s Bureau of Industry and Security (“ BIS”), which
entered into force on September 29, 2025. The Affiliates Rule imposes the same export license
requirements for items subject to the EAR that are applicable to the parent company of any
foreign entity owned 50% or more, directly or indirectly, individually or in aggregate, by one
or more entities on (1) the BIS Entity List; (2) the BIS MEU List, and (3) certain persons
designated on OFAC’s SDN List. This means that the Entity List restrictions, which previously
did not apply to the Non-Listed Entities within our Group, could now potentially apply if
Listed Entities – whether within our Group or external to it – hold 50% or more ownership in
those Non-Listed Entities. As of the Latest Practicable Date, there were four Non-listed
Entities that would fall within the scope of the Affiliates Rule (hereinafter “ Covered
Non-listed Entities ”).
That said, as advised by JBK, neither the BIS Listing nor the Affiliates Rule should have
a material impact on the business or operations of our Group. Even though certain Non-Listed
Entities in our Group could fall within the scope of the Affiliates Rule, at this time, the
Non-Listed Entities of the Company also do not currently procure, and do not have any plans
to procure, items subject to the EAR. Moreover, on November 1, 2025, the White House
announced that the implementation of the Affiliates Rule will be suspended for one year, as part
of the newest iteration of trade negotiations between the United States and China. The
suspension became effective on November 10, 2025. Therefore, despite the BIS’s enactment of
the Affiliates Rule and its suspension, the Company does not expect this change in policy to
have a material impact on the business or operations of our Group even once the suspension
is lifted, assuming there are no material changes to the Rule and its implementation in the
meantime.
However, if we were subject to any economic sanctions or other additional restrictions,
our business may be interrupted and our reputation may be harmed. As of the Latest Practicable
Date, we have not been subject to any economic sanctions or other restrictions.
If essential items or services to the production of our products are not supplied timely and
adequately, our business could be materially and adversely affected.
Our operations depend upon obtaining adequate supplies of essential items and services,
including manufacturing services, assembly and packaging of our products, certain intellectual
property, electronic design automation tools and emulators, as well as certain backend and
physical design services, on a timely basis. If we or our third-party vendors are unable to
procure any essential items or services needed in the production process of our products, our
business would be materially adversely affected.
Due to the complexities of our products, certain items and services used in the production
process of our products are available only from a limited number of suppliers, and it is
sometimes difficult to substitute one supplier for another in a short period of time. During the
Track Record Period, the aggregate purchases from our top five suppliers in each year/period
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amounted to RMB361.0 million, RMB286.3 million, RMB298.8 million and RMB566.2
million, which accounted for 56.1%, 56.4%, 58.9% and 64.1% of our total purchases,
respectively. During the Track Record Period, purchases from our largest supplier in each
year/period amounted to RMB129.0 million, RMB99.4 million, RMB162.5 million and
RMB308.1 million, which accounted for 20.0%, 19.6%, 32.0% and 34.9% of our total
purchases, respectively. From time to time, some of these items and services may be subject
to rapid changes in price and availability because, for example, suppliers may extend lead
times, limit supply or increase prices due to capacity constraints. Interruption of supply or
increased demand in the industry could cause shortages and price increases in various essential
items and services. Dependence on a sole supplier or a limited number of suppliers exacerbates
these risks. In addition, as the technical complexities in many of our products have been
increasing, we rely on our third-party suppliers to update their processes so that our production
needs are met continuously.
After the inclusion of certain entities of our Group on the BIS Entity List (see “– Effective
October 17, 2023, BIS added certain entities of our Group to the Entity List, which restricts
their ability to purchase or otherwise access certain goods, software and technology”), the
Listed Entities ceased procurement from previous suppliers for certain items, including some
of the essential items and services for our GPGPU products, to the extent the supply was
affected by the BIS Listing. As of the Latest Practicable Date, we have engaged domestic
alternative suppliers for, or developed in-house, the items required for the development and
production of our products previously sourced by those entities. See “Business – Applicable
U.S. Laws and Regulations.” However, if we are not able to source the essential items and
services affected by the BIS Listing from domestic alternative suppliers or to develop the same
in-house with the sufficient capability and capacity to satisfy our business needs, our
operations may be materially and adversely affected.
We depend on a limited number of customers for a substantial portion of our revenue, and
the loss of, or a significant reduction in sales to, one or more of our major customers would
adversely affect our business, results of operations and financial condition.
During the Track Record Period, we have generated revenues from a small group of
customers during the early stage of commercialization, which may not be indicative of our
future customer base and profile. We started to generate revenue from our intelligent
computing solutions in 2023. During the Track Record Period, aggregate revenue generated
from our top five customers in each year/period since 2023 amounted to RMB60.9 million,
RMB304.0 million and RMB57.7 million, which accounted for 98.1%, 90.3% and 97.9% of our
total revenue, respectively. During the Track Record Period, revenue generated from our
largest customer in each year/period since 2023 amounted to RMB53.2 million, RMB183.4
million and RMB19.6 million, which accounted for 85.7%, 54.5% and 33.3% of our total
revenue, respectively. As we continue to commercialize our intelligent computing solutions
through executing our strategy to partner with large customers in key industries with high
demands for computing power, our customer base and profile are expected to constantly
change, and we expect to further reduce our customer concentration. However, we may not be
able to effectively reduce customer concentration and our business, results of operations and
financial condition for the foreseeable future may continue to depend on sales to a relatively
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small number of customers. In the future, our current major customers may decide not to
purchase our products or solutions, may purchase fewer of our products or solutions than they
did in the past, or may alter their purchasing patterns, including as a result of a transition to
solutions provided by our competitors, or their individual or aggregate production levels may
decline due to a number of factors, including supply chain challenges and macroeconomic
conditions. Further, the amount of revenue attributable to any single major customer, or our
major customer concentration generally, may fluctuate in any given period. If our major
customers scale back or terminate their business relationship with us, or if we are unable to
negotiate favorable contractual terms with them, or we are unable to secure new customers at
all or on favorable or comparable terms, our business, financial condition and results of
operations may be materially and adversely affected.
Dependency on third-party suppliers and their technology to design, manufacture, assemble,
test or package our products, reduces our control over product quantity and quality and
could harm our business.
To facilitate the design process of our GPGPU products, we utilize various items, EDA
tools and Emulators and support services provided from third-party suppliers and may choose
to outsource certain backend and physical design to design services vendors. In addition, we
rely on third parties for manufacturing, assembly and packaging of our products. The design
requirements necessary to meet consumer demands for greater functionality from our products
may exceed the capabilities of such third-party vendors. We face several risks which could
adversely affect our ability to meet customer demand and scale our supply chain, negatively
impact longer-term demand for our products and solutions, and adversely affect our business
operations, and/or financial results, including:
 failure by our foundries to develop, obtain or successfully implement high quality
process technologies needed to manufacture our products;
 limited number and geographic concentration of third-party suppliers;
 failure to secure adequate capacity for manufacturing assembly and packaging of
our products;
 loss of a supplier and additional expense and/or production delays or locate
alternative suppliers as a result;
 lack of direct control over product quantity, quality and delivery schedules;
 suppliers or their suppliers failing to supply high quality products, services and/or
making changes to their products or services without our qualification;
 delays in product shipments, shortages, a decrease in product quality and/or higher
expenses in the event our third-party suppliers prioritize our competitors’ or other
customers’ orders over ours;
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 requirements to place orders that are not cancellable upon changes in demand or
requirements to prepay for supply in advance;
 low manufacturing yields resulting from a failure in our product design or a
foundry’s proprietary process technology;
 change of laws and/or regulations, including any international trade policies,
geopolitics and trade protection measures, that result in disruptions in our business
relationship with third-party vendors, see “– Risks Related to Our Business and
Industry – We are subject to the risks associated with international trade policies,
geopolitics and trade protection measures, and our business, financial condition and
results of operations could be adversely affected” and “– Risks Related to Our
Business and Industry – Effective October 17, 2023, BIS added certain entities of
our Group to the Entity List, which restricts their ability to purchase or otherwise
access certain goods, software and technology;” and
 disruptions in manufacturing, assembly and other processes due to closures related
to natural disasters and other incidents.
Our brand is integral to our success. If we fail to effectively maintain, promote and enhance
our brand, our business and competitive advantages may be harmed.
We believe that maintaining, promoting and enhancing our brand is critical to our
business and the successful commercialization of our products. Maintaining and enhancing our
brand depend largely on our ability to continue to provide high-quality, well-designed, useful,
reliable and innovative products and solutions, which we cannot assure you we will do
successfully.
We believe the importance of brand recognition will increase as competition in our market
increases. In addition to our ability to provide reliable and useful products and solutions at
competitive prices, successful promotion of our brands will also depend on the effectiveness
of our marketing efforts. We expect to market our products through our direct sales force, our
partners, as well as customers’ word-of-mouth referrals. We expect our efforts to market our
brand will incur significant costs and expenses. We cannot assure you, however, that our selling
and marketing expenses will lead to increases in revenue, and even if they do, such increases
in revenue may not be sufficient to offset the expenses incurred.
Defects in our products could cause us to incur significant expenses to remediate, which can
damage our reputation and harm our business prospects.
Our product and solution offerings are complex and may in the future contain defects or
security vulnerabilities, or experience failures or unsatisfactory performance due to any
number of issues in design, fabrication, packaging, materials and/or applications in use cases.
For example, defects or failure of our intelligent computing solutions to perform to
specifications could lead to substantial damage to users. These risks may increase as our
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products and solutions are introduced into new devices, markets, technological environment
and applications or as new features are released. These risks further increase when we rely on
partners to supply and manufacture components that are used in our products, as these
arrangements reduce our direct control over production. Although arrangements with
component providers may contain provisions for product defect expense reimbursement, we
generally remain responsible to the customer for warranty product defects that may occur from
time to time. Some failures in our products and solutions may in the future be only discovered
after such products and solutions have been delivered or even used for an extended period of
time. Undiscovered vulnerabilities in our products and solutions could result in unsatisfactory
user experiences, loss of data or other technical incidents, or could expose our end customers
to unscrupulous third parties who develop and deploy malicious software programs that could
attack our products and solutions.
Additionally, our efforts to remedy these issues may not be timely or satisfactory to our
customers. An error or defect in products and solutions after commercial delivery could result
in failure to achieve market acceptance, loss of design wins, temporary or permanent
withdrawal of a product from market, harm to our relationships with customers and partners
and our brand reputation, which would in turn negatively impact our results of operations and
financial performance. We may be required to reimburse our customers or partners, including
for costs to repair or replace products in the field or in connection with indemnification
obligations, pay fines or may be subject to other administrative penalties imposed by
regulatory agencies.
Non-compliance, misconduct and omissions by our employees, business partners and third
parties involved in our business could harm our business and reputation.
Misconduct and omissions by our employees or business partners could harm our business
and reputation or subject us to liability or negative publicity. Although we have established and
currently maintain risk management and internal control systems consisting of policies and
procedures that we consider to be appropriate for our business operations (see “Business – Risk
Management and Internal Control”), there can be no assurance that our employees will not
engage in misconducts or omissions that could materially and adversely affect our business,
financial condition and results of operations.
Additionally, non-compliance of third parties involved in our business could adversely
affect our business. In particular, our business partners, including our various suppliers and
customers, as well as other third parties who have entered into business relationships with our
business partners, may be subject to regulatory penalties or punishments because of their
regulatory compliance failures, which may, directly or indirectly, affect our business. We
cannot be certain whether such third parties have infringed or will infringe any other parties’
legal rights or violate any regulatory requirements. We cannot rule out the possibility of
incurring liabilities or suffering losses due to any noncompliance by third parties. We cannot
assure you that we will be able to identify irregularities or non-compliances in the business
practices of our business partners or other third parties, or that such irregularities or
noncompliance will be corrected in a prompt and proper manner. The legal liabilities and
regulatory actions on our business partners or other third parties involved in our business may
affect our business activities and reputation, which may in turn affect our results of operations.
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We may be involved in legal proceedings and commercial disputes, which could have a
material adverse effect on our business, financial condition, results of operations and
reputation.
We may be involved in legal proceedings and commercial disputes, and, as a result,
penalties and new claims with material adverse effect on our business, financial condition,
results of operations and reputation may arise in the future. In addition, we may enter into
agreements that sometimes include indemnification provisions which may subject us to costs
and damages in the event of a claim against an indemnified third party.
Regardless of the merit of particular claims, legal proceedings, such as litigations,
injunctions and governmental investigations, may be expensive, time consuming or disruptive
to our operations and distracting to management. In recognition of these considerations, we
may enter into new or further licensing agreements or other arrangements to settle litigation
and resolve such disputes. No assurance can be given that such agreements can be obtained on
acceptable terms or that litigation will not occur. These agreements may also significantly
increase our operating expenses.
Our Directors have confirmed that, during the Track Record Period and up to the Latest
Practicable Date, there were no legal proceedings or commercial disputes pending or
threatened against us or any of our Directors that could, individually or in the aggregate, have
a material effect on our business, financial condition or results of operations. However, new
legal proceedings and commercial disputes may arise in the future and the current legal
proceedings and commercial disputes we face are subject to inherent uncertainties. If one or
more legal matters were resolved against us or an indemnified third party for amounts in excess
of our management’s expectations or certain injunctions are granted to prevent us from using
certain technologies in our solutions, our business and financial conditions could be materially
and adversely affected. Further, such an outcome could result in significant compensatory or
punitive monetary damages, disgorgement of revenue or profits, remedial corporate measures,
injunctive relief or specific performance against us that could materially and adversely affect
our financial condition and operating results. For further details regarding our legal
proceedings and compliance matters, see the sections headed “Business – Legal Proceedings”
and “Business – Licenses, Permits and Approvals.”
Actual or alleged failure to comply with privacy, cybersecurity and data protection laws and
regulations could damage our reputation, deter current and potential customers from using
our solutions and subject us to legal, financial and operational consequences.
In recent years, government authorities across the world have been increasingly focusing
on cybersecurity, privacy and data protection. Particularly in China, the substantial base of our
business operations, the PRC government has enacted a series of laws and regulations on
privacy, cybersecurity and data protection in the past few years. We may be subject to laws and
regulations regarding privacy, cybersecurity and data protection in China and other areas and
jurisdictions. In addition, as our customers expand their footprints globally, they may leverage
our solutions in other countries or territories outside China and are thus required to comply
with laws and regulations regarding privacy and data protection in such jurisdictions. As a
result, we may be required to upgrade our solutions to help them comply with such laws and
regulations.
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We have adopted various measures to ensure legal compliance. See “Business – Data
Privacy and Information Security Risk Management” for more information. However, the laws
and regulations regarding privacy, cybersecurity and data protection are generally complex and
still evolving and changing. As such, we cannot assure you that our privacy, cybersecurity and
data protection measures are, and will be, always considered sufficient under applicable laws
and regulations. Additionally, the effectiveness of our privacy, cybersecurity and data
protection measures is also subject to system failure, interruption, inadequacy, security
breaches or cyberattacks. If we are unable to comply with the then-applicable laws and
regulations, or to address any privacy, cybersecurity and data protection concerns, such actual
or alleged failure could damage our reputation, deter current and potential customers from
using our solutions and could subject us to legal, financial and operational consequences.
The legal and regulatory developments could lead to legal and economic uncertainties,
affect how we design our IT systems, how we operate our business, how we and our business
partners process data, which could negatively impact demand for our solutions. We may incur
substantial costs to comply with such laws and regulations, to meet the demands of our
customers relating to their own compliance with applicable laws and regulations and to
establish and maintain internal compliance policies.
Rumors or negative publicity involving our Company, our products and solutions, our
management, our customers, our business partners or our industry in general may materially
and adversely affect our reputation, business, results of operations and growth prospects.
Rumors or negative publicity involving our industry, our Company, our products and
solutions, our management, our customers or our business partners in the future may also
materially and adversely harm our business and reputation. Although we made efforts to
strengthen our responsiveness to negative publicity events, we cannot preclude media reports
of a similar nature or similar allegations from other parties from being made in the future, nor
can we assure you that we will be able to defuse such negative publicity to the satisfaction of
our investors, customers and business partners or prevent related misconception and other
damages caused by such reports. We may have to incur significant expenses and divert our
management’s time and attention in order to remedy the effects of these negative reports or
allegations even if they are baseless, which may adversely affect our results of operations.
Legal defects regarding some of our leased or self-owned properties may affect our interests
in such properties. Challenges to our interests in the leased or self-owned properties may
adversely affect our business, financial condition and results of operations.
As of the Latest Practicable Date, we leased nine properties for business operation
occupying approximately 23,203 square meters in China, which are mainly used as our
headquarters, office space and research and development facility. With respect to one of our
leased properties, the relevant lessor had not provided us with valid property ownership
certificate evidencing its rights to lease the properties to us. The absence of the property
ownership certificate limited our ability to determine whether the lessor has the right to lease
the properties to us, and if the lessor is not the legal owner, the relevant lease agreement may
be deemed invalid. As a result, we may face challenges from the legal owners of the properties
or other third parties, and may be forced to vacate the relevant properties and relocate our
offices. We may incur additional expenses during the process, and our business, financial
condition and results of operations may be negatively affected.
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As for our self-owned properties, certain of self-owned properties’ current actual usages
are not in conformity with the permitted usages prescribed in the relevant title certificates.
Nonconformity with the property’s planned usage may lead to the reclamation of land and
fines.
Additionally, pursuant to the applicable PRC laws and regulations, all lease agreements
are required to be registered with the local land and real estate administration bureau. As of the
Latest Practicable Date, the lease agreement of one of our leased properties and 25 of our
self-owned properties which have been leased out by us had not been or had not been fully
registered. Failure to register such lease agreements with relevant PRC government authorities
does not affect the effectiveness of the lease agreements, but the relevant PRC government
authorities may order us to, within a prescribed time limit, register the lease agreements.
Failure to do so may subject us to a fine ranging from RMB1,000 to RMB10,000 for each lease
agreement. 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 and the lessees
respectively. As of the Latest Practicable Date, we have not been aware of any notice or
allegation of penalty from PRC government authorities for our failure on the registration of
lease agreements.
We are subject to anti-corruption, anti-money laundering, anti-bribery and other relevant
laws and regulations.
We are subject to anti-corruption, anti-money laundering, anti-bribery and other relevant
laws and regulations in the PRC and other jurisdictions where we plan operate in the future.
We may be subject to investigations and proceedings by governmental authorities for alleged
infringements of these laws if our compliance processes or internal control systems are not
conducted or are not operating properly. These proceedings may result in fines or other
liabilities and could have a material adverse effect on our reputation, business, financial
condition and results of operations. If any of our subsidiaries, employees or other persons
engage in fraudulent, corrupt or other unfair business practices or otherwise violate applicable
laws, regulations or internal control policies, we could become subject to one or more
enforcement actions or otherwise be found to be in violation of such laws, which may result
in penalties, fines or sanctions and in turn adversely affect our reputation, business, financial
condition and results of operations.
If we fail to obtain and maintain the requisite licenses, approvals, filings, and registrations
required under the regulatory environment applicable to our business, or if we are required
to take actions that are time consuming or costly in order to obtain and maintain such
licenses, approvals, filings, and registrations, our business, financial condition and results
of operations may be materially and adversely affected.
Under the current PRC regulatory scheme, a number of governmental authorities,
including but not limited to the SAMR, MIIT, GAC, MOFCOM and NDRC, jointly regulate
major aspects of our industries.
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As of the Latest Practicable Date, we have obtained all the requisite licenses and made
all the requisite filings with competent governmental authorities that are material to the
operation of the business we engage in China. However, we cannot assure you that we can
successfully update or renew the licenses required for our business in a timely manner or that
we have obtained and maintained sufficient licenses, approvals, filings, and registrations to
conduct all of our present or future business. For example, technology importation contracts
shall be registered with competent authorities, however, we did not make contract registrations
with competent authorities for a total of seven agreements that we entered into with offshore
licensors regarding the licensing and importation of technologies from such offshore licensors.
Pursuant to the Regulations of the People’s Republic of China on the Administration of
Technology Import and Export ( ʕശɛ͏΍ձ਷Ҧஔආ̈ɹ၍ଣૢԷ), our PRC Legal
Advisor is of the view that the failure to register the seven licensing agreements would not
subject us to any monetary administrative penalties. Nonetheless, without the contract
registrations, we may not be able to complete certain foreign exchange, banking, taxation or
customs procedures with relevant authorities in relation to the licensing agreements if such
contract registrations are required by the authorities in any of such procedures. Given that we
have not encountered any obstacle in completing such procedures during the Track Record
Period, and we did not receive any fines or penalties in relation to the non-registrations as of
the Latest Practicable Date, the absence of such contract registrations had no material adverse
effects on our business operation. Furthermore, for the licensing and importation of
technologies from offshore licensors for our ongoing and valid contracts as of the Latest
Practicable Date, we have already completed the contract registration with competent
authorities and will complete the contract registrations for our future technology contracts in
accordance with applicable laws and regulations. In addition, Chinese Mainland laws and
regulations are statute-based and, similar to other civil law jurisdictions, the interpretation and
enforcement of statutory laws and regulations may be changed to adapt the rapid development
of economic, political, and social conditions, and there can be no assurance that we will be able
to adapt to new rules and regulations that may be relevant to our business activities. If we fail
to obtain or maintain any of the requisite licenses, approvals, filings, or registrations required
under the regulatory environment applicable to our business, we may be subject to various
penalties, such as confiscation of the revenue that was generated through the affected
operations, the imposition of fines and the discontinuation or restriction of our operations. We
may also be required to take actions that are time consuming or costly for the purpose of
obtaining and maintaining such requisite licenses, approvals, filings, and registrations. Any
such penalties and burdens may disrupt our business operations and materially and adversely
affect our business, financial condition and results of operations.
Our limited insurance coverage could expose us to significant costs and business disruption.
We purchased patent liability insurance, trademark right insurance, and property
insurance for certain of our decoration and furniture as well as machinery and equipment. In
line with general market practice and as of the Latest Practicable Date, we did not maintain
key-man insurance, which are not mandatory under PRC laws. Our current insurance coverage
may not be sufficient to prevent us from any loss and there is no certainty that we will be able
to successfully claim our losses under our current insurance policy on a timely basis, or at all.
If we incur any loss that is not covered by our insurance policies, or the compensated amount
is significantly less than our actual loss, our business, financial condition and results of
operations could be materially and adversely affected. If such risk materializes, we may also
suffer substantial losses as we do not have insurance coverage.
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We face risks related to natural disasters, health epidemics and other outbreaks of
contagious diseases.
Our business could be adversely affected by natural disasters or outbreaks of epidemics.
The COVID-19 outbreak did not have any material adverse impact on us, but any future natural
disasters, outbreaks of contagious diseases and other adverse public health developments in
any market where we currently operate or where we plan to operate in the future could severely
disrupt our business operations by damaging our network infrastructure or information
technology system or impacting the productivity of our workforce, which may adversely affect
our financial condition and results of operations.
Failure to comply with the PRC regulations regarding contribution of social insurance
premium or housing provident fund may subject us to fines and other legal or administrative
penalties.
Companies operating in Chinese Mainland are required to participate in various
government sponsored employee benefit plans, including certain social insurance, housing
provident funds and other welfare-oriented payment obligations and contribute to the plans in
amounts equal to certain percentages of salaries, including bonuses and allowances, of our
employees up to a maximum amount specified by the local government from time to time at
locations where we operate our business. During the Track Record Period and up to the Latest
Practicable Date, social insurance contributions for some of our foreign employees and
employees with Hong Kong and Taiwan residency have not been made in accordance with the
relevant PRC laws and regulations. As of December 31, 2022, 2023, 2024 and June 30, 2025,
we recorded provision for such shortfalls RMB2.7 million, RMB5.2 million, RMB6.2 million
and RMB5.0 million, respectively. On July 31, 2025, the Supreme People’s Court of the PRC
has issued the Interpretation II by the Supreme People’s Court of the PRC on Legal Issues in
the Trial of Labor Dispute Cases (༆ᙑ
(ɚ) ) (the “ Interpretation II ”), which takes effect from September 1, 2025. Pursuant to the
Interpretation II, it is a statutory obligation on both the employers and employees to participate
in the social insurance. Any arrangement not to participate in social insurance, either by
unilateral undertaking or mutual agreement, is invalid. Further, the Interpretation II specifies
that if the employee terminates the labor contract on the grounds that the employer has failed
to make social insurance contributions as required by law, and claims economic compensation
from the employer, the People’s Court of the PRC shall uphold the claim. The Interpretation
II does not impose any additional shortfalls related to social insurance or housing provident
fund contributions on us. As of the Latest Practicable Date, no administrative action or penalty
had been imposed by the relevant regulatory authorities with respect to our social insurance
contributions, nor had we received any order to settle the deficit amount. Moreover, as of the
Latest Practicable Date, we were not aware of any complaint filed by those employees
regarding our social insurance practice. However, we cannot assure you that the competent
authority will not require us to rectify any noncompliance by making contribution of overdue
social insurance premium or to pay any overdue fine or penalty related thereto. This in turn
may adversely affect our business, financial condition and results of operations. Pursuant to
relevant PRC laws and regulations, the relevant PRC authorities may demand the employers
failing to perform the aforesaid obligations to pay the outstanding social insurance
contributions within a stipulated deadline and such employers may be liable to a late payment
fee equal to 0.05% of the outstanding amount for each day of delay. If employers fail to make
such payments, they may be liable to a fine of one to three times the amount of the outstanding
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contributions. With respect to a failure to pay the full amount of housing provident fund as
required, the housing provident fund management center in Chinese Mainland may require
payment of the outstanding amount within a prescribed period. If the payment is not made
within such time limit, an application may be made to the PRC courts for compulsory
enforcement.
As PRC laws and regulations regarding participating in and contribution to employee
benefit plans are still evolving, we cannot assure you that making contributions to the housing
provident funds for foreign employees and employees with Hong Kong, Macao and Taiwan
residency will not be a compulsory obligation for employer operating in Chinese Mainland in
the future, so we could be required to provide additional compensation for certain of our
employees and our business, financial condition and results of operations may be adversely
affected.
Climate change may have a long-term impact on our business.
Climate change may have an increasingly adverse impact on our business and those of our
customers, partners and vendors. Water and energy availability and reliability in the
communities where we conduct business is critical, and certain of our facilities may be
vulnerable to the impacts of extreme weather events. Climate change, its impact on our supply
chain and critical infrastructure worldwide, and its potential to increase political instability in
regions where we, our customers, partners and our vendors do business, may disrupt our
business and cause us to experience higher attrition, losses and costs to maintain or resume
operations.
Our business and those of our suppliers and customers, may also be subject to
climate-related laws, regulations and lawsuits. Regulations such as carbon taxes, fuel or energy
taxes, and pollution limits could result in greater direct costs, including costs associated with
changes to manufacturing processes or the procurement of raw materials used in manufacturing
processes, increased capital expenditures to improve facilities and equipment, and higher
compliance and energy costs to reduce emissions, as well as greater indirect costs resulting
from our customers, suppliers or both incurring additional compliance costs that are passed on
to us. These costs and restrictions could harm our business and results of operations by
increasing our expenses or requiring us to alter our operations and product design activities.
Stakeholder groups may find us insufficiently responsive to the implications of climate change,
and therefore we may face legal action or reputational harm. We may also experience
contractual disputes due to supply chain delays arising from climate change-related
disruptions, which could result in increased litigation and costs.
We also face risks related to business trends that may be influenced by climate change
concerns. We may face decreased demand for computationally powerful but energy intensive
products, such as our GPUs, despite their energy efficient design and operation, and/or
increased consumer or customer expectations around the energy efficiency of our products,
could negatively impact our business.
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RISKS RELATED TO OUR INTELLECTUAL PROPERTIES
If we are unable to obtain and maintain patent and other intellectual property protection for
our technologies or products, or if the scope of such intellectual property rights obtained is
not sufficiently broad, third parties could develop and commercialize products and
technologies similar or identical to ours and compete directly against us, and our ability to
successfully commercialize any product or technology may be adversely affected.
We seek to protect the technology that we consider commercially important by filing
patent applications in the PRC and other jurisdictions, relying on patent or trade secrets or
employing a combination of these methods. For further information on our patent portfolio, see
“Business – Intellectual Property.” If we or our licensors are unable to obtain and maintain
patent and other intellectual property protection with respect to our technologies, our business,
financial condition, results of operations and prospects could be materially harmed. The patent
prosecution process is expensive, time-consuming and complex, and we may not be able to file,
prosecute, maintain, defend, enforce or license all necessary or desirable patents and patent
applications at a reasonable cost or in a timely manner in all desirable jurisdictions. In addition,
the laws of some countries do not protect our intellectual property rights as fully as do the laws
of other countries, and our ability to protect our intellectual property rights will differ per
jurisdiction. As a result, we may not be able to prevent competitors or other third parties from
developing and commercializing competitive products and technologies in all such fields and
jurisdictions.
It is also possible that we will fail to identify patentable aspects of our research and
development output in time to obtain patent protection. Although we enter into non-disclosure
and confidentiality agreements with parties who have access to confidential or patentable
aspects of our research and development output, such as our employees, corporate
collaborators, outside scientific collaborators and contract manufacturers, any of these parties
may breach such agreements and disclose such output before a patent application is filed,
thereby jeopardizing our ability to obtain patent protection. In addition, publications of
discoveries in the scientific literature often lag behind the actual discoveries. Therefore, we
cannot be certain that we were the first to make the inventions claimed in our patents or
pending patent applications, or that we were the first to file for patent protection of such
inventions.
Additionally, the scope of intellectual property rights obtained may not be sufficiently
broad for various reason, which may allow third parties to develop and commercialize products
and technologies similar or identical to ours and compete directly against us, and adversely
affect our ability to successfully commercialize our products or technologies. For instance, the
coverage claimed in a patent application can be significantly reduced before the patent is
issued, and its scope can be reinterpreted after issuance. When patent applications that we
currently hold are issued as patents in the future, they may not be issued in a form that will
provide us with any meaningful protection, prevent competitors or other third parties from
competing with us, or otherwise provide us with any competitive advantage. Furthermore, any
patents that we hold or in-license may be challenged, narrowed, circumvented, or invalidated
by third parties.
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In addition to patented technology, we rely on our unpatented proprietary technology, trade
secrets, processes and know-how.
In addition to our patented technology, we also rely on unpatented proprietary technology,
trade secrets, processes and know-how. Even though we employ various methods, including
entering into confidentiality agreements with employees, consultants, marketing partners and
contract manufacturers, to safeguard them, there can be no assurance, however, that we will be
able to maintain the confidentiality of any of such unpatented proprietary technology, trade
secrets, processes and know-how, or that others will not independently develop substantially
equivalent technology, trade secrets, processes and know-how. The failure or inability to
protect these unpatented proprietary technology, trade secrets, processes and know-how could
have a material adverse effect on our results of operations. Moreover, there can be no assurance
that our products utilizing such unpatented proprietary technology, trade secrets, processes and
know-how will not infringe on the rights of others. If disputes arise in such circumstances, we
may be forced to expend substantial resources if we have to defend against any such
infringement claims.
We may be subject to intellectual property infringement claims, which could be time
consuming or costly to defend, may lead to unfavorable publicity, and may result in diversion
of our financial and management resources.
We cannot be certain that our operations or any aspects of our business do not or will not
infringe upon or otherwise violate intellectual property rights held by third parties. We may
from time to time be subject to such infringement claims. We cannot assure you that holders
of patents purportedly relating to some aspect of our technology infrastructure or business, if
any such holders exist, would not seek to enforce such patents against us in China or any other
jurisdictions. Further, the application and interpretation of China’s patent laws and the
procedures and standards for granting patents in China are still evolving, and we cannot assure
you that PRC courts or regulatory authorities would agree with our analysis. If we are found
to have violated the intellectual property rights of others, we may be subject to liability for our
infringement activities or may be prohibited from using such intellectual property, and we may
incur licensing fees or be forced to develop alternatives of our own. Defending against such
infringement or licensing allegations and claims is costly and time consuming and may divert
management’s time and other resources from our business and operations, and the outcome of
many of these claims and proceedings cannot be predicted. If a judgment, a fine or a settlement
involving a payment of a material sum of money were to occur, or an injunctive relief was
issued against us, it may result in significant monetary liabilities and may materially disrupt
our business and operations by restricting or prohibiting our use of the intellectual property in
question, we may have to redesign or discontinue selling the products or solutions involved,
and our business, financial position and results of operations could be materially and adversely
affected.
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Confidentiality agreements and non-compete covenants with employees and other third
parties may not adequately prevent the disclosures of trade secrets and other proprietary
information.
We have devoted substantial resources to the development of our technology and
know-how. Although we enter into employment agreements with confidentiality, non-compete
covenants and intellectual property ownership clauses with our employees, we cannot assure
you that these agreements will not be breached, that we will have adequate remedies for any
breach in time or at all, or that our proprietary technology, know-how or other intellectual
property will not otherwise become known to third parties. We may hire employees who have
previously worked for our competitors. There can be no assurance that such employees will not
use their previous employers’ proprietary know-how or trade secrets in their work for us. In
addition, others may independently discover trade secrets and proprietary information, limiting
our ability to assert any proprietary rights against such parties. It could be necessary to initiate
costly and time-consuming litigations in order to enforce or to determine the scope of our
proprietary rights, and failure to obtain or maintain trade secret protection could adversely
affect our competitive position, business, financial position and results of operations.
Our ability to design and introduce new products and solutions in a timely manner may rely
on our usage of third-party intellectual properties or shared intellectual properties.
In the design and development of our products and solutions or certain features thereof,
we occasionally rely on third-party intellectual properties. We cannot be sure that the
third-party intellectual properties available to us will always be adequate to meet our design
requirements or the customer demand for features and functionalities of our products and
solutions. We may not be able to self-develop or procure alternative intellectual properties in
time or at all. If the third-party intellectual properties become unavailable to us in a timely
manner with such functionality, performance, manufacturing technology, or price point that
meet our design requirements or customer demands, or if our usage of third-party intellectual
properties in certain products or in certain regions is restricted due to regulatory changes, our
business could be materially adversely affected.
Our use of open-source technology could impose limitations on our business operations.
Our BIRENSUPA supports open-source deep learning frameworks and we use open-
source software in some of our solutions, and we expect to continue to use open-source
software in our business operation in the future. Although we monitor our use of open-source
software to avoid subjecting our software to conditions we do not intend to be bound, we may
face allegations from others alleging ownership of, or seeking to enforce the terms of, an
open-source license, including by demanding release of the open-source software, derivative
works, or our proprietary source code that was developed using such software. These
allegations could also result in litigation. The terms of many open-source licenses have not
been interpreted by courts. There is a risk that these licenses could be construed in a way that
could impose unanticipated conditions or restrictions on our ability to commercialize our
products and solutions. In such an event, we may be required to seek licenses from third parties
to continue commercially offering our solutions, to make our proprietary code generally
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available in source code form, to re-engineer our solutions or to discontinue the sale of our
solutions if re-engineering could not be accomplished in a timely manner, any of which could
adversely affect our results of operations.
The use of open-source software subjects us to a number of other risks and challenges.
Open-source software is subject to further development or modification by anyone. Others may
develop software to compete with ours or render our software no longer useful. It is also
possible for competitors to develop their own solutions using open-source software, potentially
reducing the demand for our solutions. If we are unable to successfully address these
challenges, our business and operating results may be adversely affected, and our development
costs may increase.
We have entered into collaborations with certain collaboration partners for joint research
and development projects and other initiatives and may form or seek collaborations or
strategic alliances or enter into licensing arrangements in the future. We may not realize the
benefits of such collaborations, alliances or licensing arrangements, and disputes may arise
between us and our collaboration partners which could harm our business.
As part of our commercialization efforts, we have entered into certain strategic
collaboration agreements in the past and may in the future continue to seek and form, strategic
alliances, joint ventures or other collaborations, including entering into licensing arrangements
with third parties that we believe will complement or strengthen our research and development
and commercialization efforts with respect to any future product that we may develop. These
relationships may require us to incur non-recurring and other charges, increase our near and
long-term expenditures, or issue securities that dilute our existing shareholders. These
relationships, if disrupted, may otherwise adversely affect our business and prospects.
Our strategic collaboration with partners involves numerous risks. For example, our
partners may terminate the collaborative arrangements with us if we fail to demonstrate our
commercially reasonable efforts in the R&D, manufacturing and commercialization of products
or fail to invest committed funds as provided in certain laboratory co-construction agreements.
We may not own, or may have to share, the intellectual property rights to any technological
development achievements made on the collaborative R&D basis and/or any improvements
made by our partners. In addition, we may not achieve the revenue and cost synergies expected
from the collaborations. These synergies are inherently uncertain, and are subject to significant
business, economic and competitive uncertainties and contingencies, many of which are
difficult to predict and are beyond our control. Even if we achieve the expected benefits, they
may not be achieved and reflected on our financial statements within the desired timeframe.
Also, the synergies from our collaboration with partners may be offset by other costs incurred
in the collaboration, increases in other expenses, operating losses or other business issues
unrelated to our collaboration. As a result, there can be no assurance that these synergies will
be achieved. Disputes may arise between us and our collaboration partners. Such disputes may
cause delay or termination of the research, development or commercialization of products, or
may result in costly litigation or arbitration that diverts management attention and resources.
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We face significant competition in seeking appropriate strategic partners, and the
negotiation process is time-consuming and complex. Moreover, we may not be successful in
our efforts to establish a strategic partnership or other alternative arrangements for our
products because they may be deemed to be at too early of a stage of development and third
parties may not view our products as having the requisite potential to demonstrate safety and
efficacy or commercial viability. If and when we collaborate with a third party for development
and commercialization of a product, we can expect to relinquish some or all of the control over
the future success of that product to the third party.
Global markets are an important component of our growth strategy. If we fail to obtain
licenses or enter into collaboration arrangements with third parties in other markets, or if our
third-party collaborator is not successful, our revenue-generating growth potential will be
adversely affected.
RISKS RELATED TO OUR FINANCIAL POSITIONS AND NEED FOR ADDITIONAL
CAPITAL
We have incurred significant losses and net operating cash outflows since inception, and
may not be able to achieve or subsequently maintain profitability in the near future.
Since our inception, we have incurred operating losses and net losses. In 2022, 2023,
2024 and for the six months ended June 30, 2024 and 2025, we had operating loss of
RMB1,133.8 million, RMB1,145.4 million, RMB835.1 million, RMB479.9 million and
RMB592.3 million, respectively. In 2022, 2023, 2024 and for the six months ended June 30,
2024 and 2025, we had net losses of RMB1,474.3 million, RMB1,744.0 million, RMB1,538.1
million, RMB888.3 million and RMB1,600.5 million, respectively. We have also incurred net
operating cash outflows. We had net cash used in operating activities of RMB1,183.6 million,
RMB847.1 million, RMB1,009.2 million, RMB347.2 million and RMB1,073.3 million in 2022,
2023, 2024 and for the six months ended June 30, 2024 and 2025, respectively.
Substantially all of our net losses during the Track Record Period resulted from costs and
expenses incurred by our research and development activities, which significantly exceeded the
revenue we recognized for the same periods. Our ability to generate revenue and achieve
profitability depends significantly on our success in commercializing our products and
solutions, which we may not be able to do in a timely manner or at all.
We expect to continue to incur net losses in the foreseeable future and that these net losses
may increase as we carry out certain activities, including but not limited to the following:
 make efforts, such as establishing a sales network, to enable the commercialization
of products and solutions in our pipeline;
 seek to develop additional products and solutions to further expand our product
pipeline;
 develop, maintain, expand and protect our intellectual property portfolio;
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 attract and retain skilled personnel and talent; and
 incur additional legal, accounting, investor relations, insurance and other expenses
associated with operating as a public company.
Even if we achieve profitability in the future, we may not be able to sustain profitability
in subsequent periods thereafter. Our net losses have had, and will continue to have, an adverse
effect on our working capital and shareholders’ equity. Our failure to become and remain
profitable may affect perception of the potential value of our Company and could impair our
ability to raise additional capital, expand our business or continue our operations.
We had net liabilities and net current liabilities positions in the past and may not be able
to achieve or maintain net assets and net current assets position in the future.
As of December 31, 2022, 2023 and 2024 and June 30, 2025, we recorded net liabilities
of RMB4,306.4 million, RMB5,969.9 million, RMB7,424.2 million and RMB8,997.7 million,
respectively. As of June 30, 2025, we recorded net current liabilities of RMB9,548.0 million.
Although redemption liabilities will cease to be classified as liability and will be automatically
converted into the equity of our Company upon the completion of the Global Offering, which
will result in the change from a net liability position to a net asset position, there is no
assurance that we will not record net liabilities in the future. Having significant net liabilities
or net current liabilities could constrain our operational flexibility and adversely affect our
ability to expand our business. If we do not generate sufficient cash flow from our operations
to meet our present and future liquidity needs, we may need to rely on additional external
borrowings for funding. If adequate funds are not available, whether on satisfactory terms or
at all, we may be forced to delay or abandon our growth plans, and our business, financial
condition and results of operations may be materially and adversely affected.
We expect to incur significant R&D expenditure and capital expenditures for our business
operations, R&D and expansion plans, which may adversely affect our short-term cash
flow, liquidity and profitability.
Our R&D expenditure was RMB1,018.8 million, RMB825.4 million, RMB845.0 million,
RMB397.4 million and RMB590.2 million in 2022, 2023 and 2024 and for the six months
ended June 30, 2024 and 2025, respectively. The fluctuations in our R&D expenses during the
Track Record Period was mainly due to the advancement of R&D stages of our products. As
we believe our R&D capabilities will be the main driving force for our long-term
competitiveness and business prospects, we expect to continue incurring substantial
expenditure in R&D. See “Financial Information – R&D Expenditure and Total Operating
Expenditure.” Our capital expenditures were RMB271.6 million, RMB158.8 million,
RMB183.5 million, RMB66.8 million and RMB93.2 million in 2022, 2023 and 2024 and for
the six months ended June 30, 2024 and 2025, respectively. See “Financial Information –
Capital Expenditures.” We expect to incur significant R&D expenditure and capital
expenditures for R&D of our product and solution candidates, purchase of intangible assets,
property, plant and equipment and use of right assets, thus enhancing our market position.
Inherent risk exists for such significant R&D expenditure and capital expenditures as our
investment may not succeed or generate the benefits that we expect, which could materially
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affect our profitability. Even if we achieve our goals for such investment, our short-term cash
flow and liquidity may be adversely affected. While we intend to explore alternative
arrangements to reduce the capital intensity of any future expansion, there is no assurance this
will be successful.
We may not be able to obtain additional capital when desired, on favorable terms or at all.
A majority of our operating expenses are for R&D activities. Our capital requirements
will be subject to many factors, including, but not limited to:
 technological advancements;
 market acceptance of our products and solutions and product and solution
enhancements, and the overall level of sales of our products and solutions;
 R&D expenses;
 our relationships with our customers and suppliers;
 our ability to control costs;
 sales and marketing expenses; and
 general economic conditions, inflation, rising interest rates and international
conflicts and their impact on our industry.
If our capital requirements are materially different from those currently planned, we may
need additional capital sooner than anticipated. Additional financing may not be available on
favorable terms, on a timely basis, or at all. If adequate funds are not available or are not
available on acceptable terms, we may be unable to continue our operations as planned,
develop or enhance our products and solutions, expand our sales and marketing programs, take
advantage of future opportunities, or respond to competitive pressures.
Raising additional capital may cause dilution to the interests of our existing shareholders.
We may in the future raise additional capital through means including the issuance of
securities, in which case the ownership interests of our existing shareholders may be diluted.
Concurrent with such capital raising efforts, our public float may increase, and the market price
of our common stock may decline significantly as a result of subsequent sales of the securities
issued, or the perception that such sales may occur.
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We have granted share-based awards in the past under our share incentive plan and may
continue to grant share-based awards in the future, which may result in increased
share-based compensation expenses and have an adverse effect on our future profitability.
We have granted share-based awards to provide additional incentives to employees,
directors and consultants. We recorded share-based compensation expenses of RMB88.0
million, RMB80.1 million, RMB82.6 million, RMB58.2 million and RMB27.2 million, in
2022, 2023 and 2024 and for the six months ended June 30, 2024 and 2025, respectively. We
believe the granting of share-based awards is of significant importance to our ability to attract
and retain key personnel and employees, and we will continue to grant share-based awards to
employees in the future. As a result, our expenses associated with share-based compensation
may increase, which may have an adverse effect on our results of operations.
We face exposure to fair value change and valuation uncertainty of financial assets at fair
value through profit or loss.
As of December 31, 2022, 2023 and 2024 and June 30, 2025, we had financial assets at
fair value through profit or loss of RMB1,017.4 million, RMB1,276.7 million, RMB140.4
million and RMB526.0 million, respectively, which primarily represented structured deposits
that we purchased. After Listing, we may continue to purchase low-risk wealth management
products with a short maturity period based on our operational needs. We therefore face
exposure to fair value change of financial assets measured at fair value through profit or loss.
We may recognize fair value losses on the financial assets at fair value through profit or
loss, which would affect our results of operations for future periods. In addition, the valuation
of financial assets at fair value through profit or loss is subject to uncertainties due to the use
of unobservable inputs. Such estimated fair values involve the exercise of professional
judgment and the use of certain bases, assumptions and unobservable inputs, which, by their
nature, are subjective and uncertain. As such, the valuation of financial assets at fair value
through profit or loss has been, and will continue to be, subject to uncertainties in estimations,
which may not reflect the actual fair value of these financial assets and result in fluctuations
in profit or loss from year to year or period to period.
The discontinuation of any of the government grants or incentives currently available to us
could adversely affect our business, financial condition, results of operations and prospects.
We receive government grants from the PRC government. In 2022, 2023, 2024 and for the
six months ended June 30, 2024 and 2025, our government grants amounted to RMB57.7
million, RMB71.4 million, RMB59.5 million, RMB19.0 million and RMB101.7 million,
respectively. We cannot assure you that we will continue to be eligible to receive such
government subsidies or that the amount of such subsidies will not be reduced in the future.
Our ability to continue to enjoy government subsidies is subject to changes in national or local
policies, and may be affected by the termination of, or amendments to, such policies for any
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number of reasons, including those beyond our control. Any decrease in or termination of such
government subsidies in the future may have an adverse effect on our financial condition,
results of operations and prospects.
Our growth depends in part on government spending and favorable government policies
in respect of the industries in which we operate. However, such policies may be subject to
changes that are beyond our control. There can be no assurance that government policies will
continue. Changes in such policies may have a material adverse impact on our business,
financial condition and results of operations.
We are exposed to credit risks related to our trade receivables.
As of December 31, 2022, 2023, 2024 and June 30, 2025, our trade receivables amounted
to RMB95 thousand, RMB44.1 million, RMB86.7 million and RMB38.1 million, respectively.
The credit terms given to trade customers are determined on an individual basis with normal
credit period ranged from 30 to 180 days. The turnover days of our trade receivables were
133 days, 72 days, 221 days and 195 days in 2023, 2024 and for the six months ended June 30,
2024 and 2025, respectively. Should the creditworthiness of our customers deteriorate or
should a significant number of our customers fail to settle their trade receivables in full for any
reason, we may incur impairment losses and our results of operations and financial position
could be adversely affected. In addition, there may be a risk of delay in payment by our
customers beyond their respective credit period, which in turn may also result in an impairment
loss provision. There is no assurance that we will be able to fully recover our accounts
receivables from the customers or that they will settle our accounts receivables in a timely
manner. In the event that settlements from customers are not made on a timely manner, or at
all, our financial position and results of operations may be adversely affected.
We are exposed to the risk of inventories obsolescence.
As of December 31, 2022, 2023, 2024 and June 30, 2025, our inventories amounted to
RMB39.3 million, RMB173.5 million, RMB152.9 million and RMB599.8 million,
respectively. Our inventories consist primarily of (i) raw materials, mainly including wafers
and substrates used in production of our Specialist Technology Product, (ii) work in progress
of our Specialist Technology Product, and (iii) finished goods of our Specialist Technology
Product. As of December 31, 2022, 2023, 2024 and June 30, 2025, we recorded provision for
impairment of inventories of nil, RMB3.0 thousand, RMB2.5 million and RMB3.4 million,
respectively. Our inventory turnover days were 381 days, 2,992 days and 1,725 days in 2024
and for the six months ended June 30, 2024 and 2025, respectively.
As our business expands, our inventory obsolescence risk may also increase with the
increase in our inventories. We cannot guarantee that we will be able to maintain proper
inventory levels for our raw materials, work in progress and finished goods. We maintain our
inventory levels based on our internal forecasts of customer demand. If our forecast demand
is higher than actual demand, we may be exposed to increased inventory risks due to the
accumulation of excess inventory. Excess inventory may increase our inventory holding costs,
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risk of inventory obsolescence or write-offs. Conversely, if our forecast demand is lower than
actual demand, we may not be able to maintain an adequate inventory level and may lose sales
and market share to our competitors. Therefore, our business prospects, financial condition and
results of operations may be adversely affected.
Any significant impairment losses for intangible assets may adversely affect our results of
operations.
Our intangible assets primarily consisted of (i) IP licenses, (ii) EDA tools, and (iii)
purchased computer software. Our intangible assets were RMB197.5 million, RMB65.5
million, RMB84.4 million and RMB107.2 million, respectively, as of December 31, 2022,
2023, 2024 and June 30, 2025. As of December 31, 2023, we recorded impairment losses on
intangible assets of RMB40.3 million. Intangible assets that have an indefinite useful life are
not subject to amortization and are tested annually for impairment, or more frequently if events
or changes in circumstances indicate that they might be impaired. If the carrying amount of our
intangible assets is considered to exceed its recoverable amount and is therefore determined to
be impaired in the future, we would be required to write down the carrying value or record a
provision of impairment loss for these intangible assets in our financial statements during the
period in which our intangible assets are determined to be impaired. For more details, please
refer to Note 45.4 to the Accountant’s Report set out in Appendix I to this prospectus.
Impairment losses for intangible assets would adversely affect our results of operations and our
financial condition.
RISKS RELATED TO DOING BUSINESS IN THE JURISDICTION WHERE WE
OPERATE
Changes in economic, political and social conditions could have effect on our business and
prospects.
All of our revenue was derived from our businesses in the PRC during the Track Record
Period. Accordingly, our business, financial condition, results of operations and prospects are,
to a material extent, subject to economic, political, and social conditions in the PRC. If the
business environment in the PRC deteriorates, our business in the PRC may also be affected.
The legal system is evolving, and the interpretation and implementation of laws, rules and
regulations, typically existing in the civil law systems, could affect our business and impede
our ability to continue our operations.
The legal system in Chinese Mainland is a civil law system based on written statutes. The
overall effect of legislation over the past four decades has significantly enhanced the
protections afforded to various forms of foreign investments in Chinese Mainland . However,
Chinese Mainland ’s legal system is still evolving, and the laws and regulations governing our
business activities, as well as the interpretation and implementation thereof, may change in the
future, as the case may be in other civil law systems. If we fail to respond to changes in the
RISK FACTORS
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regulatory environment in the jurisdiction where we operate, could materially and adversely
affect our business and impede our ability to continue our operations, and may further affect
the legal remedies and protections available to investors, which may, in turn, adversely affect
the value of your investment.
PRC laws and regulations concerning our industry are developing and evolving. Although
we have taken measures to comply with the laws and regulations that are applicable to our
business operations, and to avoid conducting any non-compliant activities under the applicable
laws and regulations, new laws and regulations regulating our industry may be promulgated in
the future in response to changing economic and other conditions. We cannot assure you that
our practice would not be deemed to violate any new PRC laws or regulations relating to our
industry. Moreover, developments in our industry may lead to changes in PRC laws,
regulations and policies, or updates to the interpretation and application of existing laws,
regulations and policies, we cannot assure you that these updates and changes in laws,
regulations and policies will not have an adverse effect on our business and operations.
Evolving of PRC laws and regulations relating foreign investment in the PRC may affect our
business and results of operations.
Laws regulating foreign investment in China include the PRC Foreign Investment Law
(), or the PRC FIL, effective from January 1, 2020, and the
Regulation on Implementing the PRC Foreign Investment Law (ج
ૢԷ), or the Implementation Regulations, effective from January 1, 2020. The PRC FIL
specifies that foreign investments shall be conducted in line with the “negative list” to be
issued or approved to be issued by the State Council. The Special Management Measures
(Negative List) for the Access of Foreign Investment (2024) (݄(ࠋ
૶ఊ)(2024و), the “ Negative List ”) issued by the NDRC and MOFCOM, which set out
in a unified manner the restrictive measures for the access of foreign investments such as the
requirements for equity and senior management, and the industries that are prohibited for
foreign investment. The Negative List covers 11 industries, and any field not covered by the
Negative List shall be administered under the principle of equal treatment to domestic and
foreign investment. As of the Latest Practicable Date, our main business in China does not fall
within the Negative List. However, certain industries are specifically prohibited for foreign
investment, which may restrict us from entering into these industries afterwards. Also, as the
Negative List could be updated in the future in response to rapid development of economic,
political, and social conditions, we cannot assure you that the PRC government will not render
part of our business in China within the Negative List. If we cannot obtain approval from
relevant approval authorities to engage in a business in China that becomes prohibited or
restricted for foreign investors, we may need to sell or restructure our business which has
become restricted or prohibited for foreign investment. If we fail to adjust our corporate
structure or business line to comply with the newly issued laws and regulations relating to
foreign investment in the future, our business, financial condition and results of operations may
be adversely affected.
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Fluctuations in exchange rates could result in foreign currency exchange losses.
The value of the Renminbi against the Hong Kong dollar, the U.S. dollar and other
currencies fluctuates, is based on rates set by the People’s Bank of China, which is affected by
changes in global and geographical political and economic conditions, supply and demand in
the monetary markets, and economic and political developments domestically and
internationally, among other things. It is difficult for us to predict how external factors in
respect of markets or policies may impact the exchange rate between the Renminbi and the
Hong Kong dollar, the U.S. dollar or other currencies in the future.
The proceeds from the Global Offering will be received in Hong Kong dollars. As a result,
any appreciation of the Renminbi against the Hong Kong dollar may result in a decrease in the
value of our proceeds from the Global Offering. Conversely, any depreciation of the Renminbi
may adversely affect the value of, and any dividends payable on, our Shares in a foreign
currency. In addition, there are limited instruments available for us to reduce our foreign
currency risk exposure at reasonable costs. All of these global and geographical political and
economic factors could materially and adversely affect our business, financial condition, and
results of operations and prospects, and could reduce the value of, and dividends payable on,
our Shares in foreign currency terms.
Laws and regulations over currency conversion and on the remittance of Renminbi into and
out of the PRC may affect our utilization of our revenue and affect the value of your
investment.
The PRC government imposes laws and regulations on the convertibility of the Renminbi
into foreign currencies and, in certain cases, the remittance of Renminbi into and out of the
PRC. A substantial majority of our revenue is denominated in Renminbi, which is currently not
a fully freely convertible currency under existing PRC foreign exchange regulations. A portion
of our revenues may be converted into other currencies in order to meet our foreign currency
demands or financing requirements we may have. For example, we need to obtain foreign
currency to make payments of declared dividends, if any, on our H Shares. Moreover, we are
also currently required to obtain the SAFE or its local counterpart’s approval before converting
significant sums of foreign currencies into Renminbi. If the foreign exchange regulation system
make it difficult for us to obtain sufficient foreign currencies to satisfy our foreign currency
demands, we may not be able to pay dividends or other payments in foreign currencies.
Under existing PRC foreign exchange regulations, payments of current account items,
including profit distributions, interest payments and trade and service-related foreign exchange
transactions, can be made in foreign currencies without prior approval of SAFE by complying
with certain procedural requirements. However, approval from or registration with appropriate
government authorities is required where Renminbi is to be converted into foreign currency
and remitted out of the PRC to pay capital expenses such as the repayment of loans
denominated in foreign currencies. Any failure to comply with applicable foreign exchange
regulations may subject us to administrative fines or even criminal penalties, which could
materially and adversely affect the value of your investment. If we do not meet the procedural
RISK FACTORS
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requirements in respect of the foreign exchange administration, we may not be able to obtain
sufficient foreign currencies to satisfy our foreign currency demand and may also not be able
to pay dividends in foreign currencies to our Shareholders.
Our operations are subject to and may be affected by changes in PRC tax laws and
regulations.
We are subject to periodic examinations on fulfillment of our tax obligation under the
PRC tax laws and regulations by PRC tax authorities. Although we believe that in the past, we
have acted in compliance with the requirements under the relevant PRC tax laws and
regulations in all material aspects and established effective internal control measures in
relation to accounting regularities, we cannot assure you that future examinations by PRC tax
authorities would not result in fines, other penalties or action that could adversely affect our
business, financial condition and results of operations, as well as our reputation. Furthermore,
the PRC government may adjust or change its tax laws and regulations in response to changing
economic and other conditions. For example, under the Individual Income Tax Law of the
People’s Republic of China (the “ IIT Law ”) (), which was
amended on August 31, 2018 and came into effect on January 1, 2019, foreign nationals who
have no domicile in China but have resided in the PRC for a total of 183 days or more in a tax
year would be subject to PRC individual income tax on their income gained within or outside
the PRC. To comply with this rule, our ability to attract and retain highly skilled foreign
scientists and research personnel to work in China may be affected, which may in turn have an
adverse effect on our business, financial condition, results of operations, cash flows and
prospects.
If our preferential tax treatments are revoked, become unavailable or if the calculation of
our tax liability is successfully challenged by the PRC tax authorities, we may be required
to pay tax, interest and penalties in excess of our tax provisions, and our results of
operations could be materially and adversely affected.
We enjoy various types of preferential tax treatment according to the prevailing PRC tax
laws. Certain subsidiaries in Chinese Mainland were qualified as “Small and Low-Profit
Enterprise” in 2024. Due to tax loss status in 2024, these subsidiaries did not actually enjoy
20% preferential CIT rate. Beijing Biren Technology Development Co., Ltd., a subsidiary of
the Group is qualified for new/high-tech technology enterprises status and enjoyed preferential
income tax rate of 15% from 2024 to 2026. Additionally, the State Taxation Administration of
the People’s Republic of China announced in September 2018 that enterprises engaging in
research and development activities would entitle to claim 175% of their research and
development expenses (“ Super Deduction ”) from January 1, 2018 to December 31, 2020, and
announced in March 2021 to extend this preferential claim percentage to December 31, 2023.
As announced in March 2022 and September 2022, technology-based small and medium-sized
enterprises would be entitled to claim 200% of their research and development expenses from
January 1, 2022 and other enterprises would entitle to claim 200% of their research and
development expenses from January 1, 2022 and other enterprises would entitle to claim 200%
of their research and development expenses from October 1, 2022 to December 31, 2022. In
RISK FACTORS
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March 2023, The State Taxation Administration of the People’s Republic of China announced
that enterprises would entitle to claim 200% of their research and development expenses from
January 1, 2023. We have made our best estimate for the Super Deduction to be claimed in
ascertaining our assessable profits during the Track Record Period.
If our preferential tax treatments are revoked, become unavailable or if the calculation of
our tax liability is successfully challenged by the PRC tax authorities, the discontinuation of
any of the various types of preferential tax treatment we enjoy could materially and adversely
affect our results of operations. See “Financial Information – Taxation – PRC.”
Holders of our H Shares may be subject to PRC income tax obligations.
Under the current PRC tax laws and regulations, non-PRC resident individuals and
non-PRC resident enterprises are subject to different tax obligations with respect to the
dividends paid to them by us and the gains realized upon the sale or other disposition of H
Shares.
Non-PRC resident individuals are required to pay PRC individual income tax at a 20%
rate for the income derived in China under the IIT Law and its implementation guidelines.
Accordingly, we are required to withhold such tax from dividend payments, unless applicable
tax treaties between China and the jurisdiction in which the foreign individual resides reduce
or provide an exemption for the relevant tax obligations. However, pursuant to the Circular on
Certain Policy Questions Concerning Individual Income Tax (ࡈ׵
) (Cai Shui Zi [1994] No. 020) issued by the MOF and SA T on
May 13, 1994, the income gained by individual foreigners from dividends and bonuses of
enterprise with foreign investment are exempted from individual income tax for the time being.
In addition, under the IIT Law and its implementation regulations, non-PRC resident individual
holders of H shares are subject to individual income tax at a rate of 20% on gains realized upon
the sale or other disposition of H shares. However, pursuant to Circular of Declaring that
Individual Income Tax Continues to be Exempted over Income of Individuals from the Transfer
of Shares () (Cai Shui Zi [1998]
No. 61) issued by the MOF and the SA T on March 30, 1998, from January 1, 1997, the income
of individuals from the transfer of the shares of listed enterprises continues to be exempted
from individual income tax.
As of the Latest Practicable Date, no aforesaid provisions have expressly provided that
individual income tax shall be levied non-PRC resident individual holders on the transfer of
shares in PRC resident enterprises listed on overseas stock exchanges, and to our knowledge,
no such individual income tax was levied by PRC tax authorities in practice. If such tax is
collected in the future, the value of such individual holders’ investments in H shares may be
affected.
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For non-PRC resident enterprises that do not have establishments or premises in China,
and for those have establishments or premises in China but whose income is not related to such
establishments or premises, under the EIT Law and its implementation regulations, dividends
paid by us and gains realized by such foreign enterprises upon the sale or other disposition of
H Shares are subject to PRC enterprise income tax at a 10% rate. In accordance with the
Circular on Issues Relating to Withholding of Enterprise Income Tax by PRC Resident
Enterprises on Dividends Paid to Overseas Non-PRC Resident Enterprise Shareholders of H
Shares (͏ΆุΣྤ̮H੻೼Ϟᗫਪ
) (Guo Shui Han [2008] No. 897) issued by SA T on November 6, 2008, the
withholding tax rate for dividends payable to non-PRC resident enterprise holders of H Shares
will be 10% and 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
or arrangement will be required to apply to the PRC tax authorities for a refund of any amount
withheld in excess of the applicable treaty rate, and payment of such refund will be subject to
the PRC tax authorities’ approval.
Despite the arrangements mentioned above, the interpretation and application of
applicable PRC tax laws and regulations by the competent tax authorities are subject to changes
and are still evolving and it is difficult for us to predict how PRC tax authorities will interpret
and implement the EIT Law and its implementation rules, including whether and how
enterprise income tax on gains derived upon the sale or other disposition of H shares will be
collected from non-PRC resident enterprise holders of H Shares. If such tax is collected in the
future, the value of your investment in our H Shares may be affected.
It may be difficult to effect service of process upon our Directors or executive officers or to
enforce certain judgments against us.
A majority of our directors and our senior management personnel reside within the PRC,
and a majority of their assets are located within the PRC. As a result, due to the difference in
legal systems, it may be difficult for investors to effect service of process within certain
jurisdictions outside the PRC upon us or most of our directors and senior management.
Furthermore, the recognition and enforcement of a foreign judgement is subject to the
satisfaction of certain conditions provided under the applicable PRC law, and the PRC does not
have treaties providing for the reciprocal enforcement of judgments of courts with the United
States, the United Kingdom, Japan or many other countries. In addition, Hong Kong has no
arrangement for the reciprocal enforcement of judgments with the United States. As a result,
failure to satisfy the conditions in respect of the recognition and enforcement of a foreign
judgement and the absent of treaties providing for the reciprocal enforcement, recognition and
enforcement in China or Hong Kong of judgments of a court obtained in the United States and
any of the other jurisdictions mentioned above may be difficult, as the case in many other
jurisdictions.
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On July 14, 2006, the Supreme People’s Court of the PRC and the government of the
Hong Kong Special Administrative Region entered into the Arrangement on Reciprocal
Recognition and Enforcement of Judgments in Civil and Commercial Matters by Courts of the
Mainland and the Hong Kong Special Administration Region Pursuant to Choice of Court
Agreements between Parties Concerned (ʝႩ̙ձੂБ຅
τર) (the “ Arrangement ”). Under the Arrangement,
where any designated PRC court or any designated Hong Kong court has made an enforceable
final judgment requiring payment of money in a civil or commercial case pursuant to a choice
of court agreement in writing, any party concerned may apply to the relevant PRC court or
Hong Kong court for recognition and enforcement of the judgment. On January 18, 2019, the
Supreme People’s Court and the government of the Hong Kong Special Administrative Region
entered into the Arrangement on Reciprocal Recognition and Enforcement of Judgments in
Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special
Administrative Region (ٙ
τર) (the “ New Arrangement ”), which seeks to establish a mechanism with further
clarification on and certainty for reciprocal recognition and enforcement of judgments in a
wider range of civil and commercial matters between Chinese Mainland and Hong Kong. The
New Arrangement discontinued the requirements for a choice of court agreement for bilateral
recognition and enforcement. The Arrangement was superseded upon the effectiveness of the
New Arrangement on January 29, 2024.
Under the New Arrangement, any party concerned may apply to the relevant PRC court
or Hong Kong court for recognition and enforcement of the effective judgments in civil and
commercial cases subject to the conditions set forth in the New Arrangement. Although the
New Arrangement has been signed, the outcome and effectiveness of any action brought under
the New Arrangement will be subject to the PRC courts further adjudication in accordance with
PRC laws, including the PRC civil procedure law.
RISKS RELATED TO THE GLOBAL OFFERING
There has been no prior public market for our H Shares and the liquidity and market price
of our H Shares may be volatile.
Prior to the completion of the Global Offering, there has been no public market for our
H Shares. There can be no guarantee that an active trading market for our H Shares will
develop or be sustained after the completion of the Global Offering. The Offer Price is the
result of negotiations between our Company, the Joint Global Coordinators and the Overall
Coordinators (for themselves and on behalf of the Underwriters), which may not be indicative
of the price at which our H Shares will be traded following completion of the Global Offering.
The market price of our H Shares may drop below the Offer Price at any time after completion
of the Global Offering.
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The trading price of our H Shares may be volatile, which could result in substantial losses
to you.
The trading price of our H Shares may be volatile and could fluctuate widely in response
to factors beyond our control, including general market conditions of the securities markets in
Hong Kong, China, the United States and elsewhere in the world. In particular, the performance
and fluctuation of the market prices of other companies with business operations located
mainly in Chinese Mainland that have listed their securities in Hong Kong may affect the
volatility in the price of and trading volumes for our H Shares. A number of Chinese
Mainland-based companies have listed their securities, and some are in the process of
preparing for listing their securities, in Hong Kong. Some of these companies have experienced
significant volatility, including significant price declines after their initial public offerings. The
trading performances of the securities of these companies at the time of or after their offerings
may affect the overall investor sentiment towards Chinese Mainland-based companies listed in
Hong Kong and consequently may impact the trading performance of our H Shares. Pursuant
to the PRC Company Law, within the one year following the date of listing, shares issued prior
to the listing shall not be transferred. Due to such lock-up requirement, the liquidity and trading
volume of the H Shares in the short-term following the Global Offering may be significantly
affected. These factors may significantly affect the market price and volatility of our H Shares,
regardless of our actual operating performance.
Future sales or perceived sales of substantial amounts of our H Shares in the public market
could have a material adverse effect on the price of our H Shares and our ability to raise
additional capital in the future.
The market price of our H Shares could decline as a result of future sales of a substantial
number of our H Shares or other securities relating to our H Shares in the public market, or the
issuance of new shares or other securities, or the perception that such sales or issuances may
occur. The H Shares held by our existing Shareholders are subject to certain lock-up periods
beginning on the date on which trading in our H Shares commences on the Stock Exchange.
We cannot assure you that our existing Shareholders will not dispose of any H Shares they may
own now or in the future. See “History, Development and Corporate Structure – Lock-up and
Free Float Requirement Under the Listing Rules” for details. Future sales, or anticipated sales,
of substantial amounts of our securities, including any future offerings, could also materially
and adversely affect our ability to raise capital at a specific time and on terms favorable to us.
In addition, our shareholders may experience dilution in their holdings if we issue more
securities in the future. New shares or shares-linked securities issued by us may also confer
rights and privileges that take priority over those conferred by the H Shares.
RISK FACTORS
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Y ou will incur immediate and substantial dilution if the Offer Price of the Offer Shares is
higher than the net tangible asset value per H Share and may experience further dilution if
we issue additional Shares in the future.
The Offer Price of the Offer Shares is higher than the net tangible asset value per H Share
immediately prior to the Global Offering. Therefore, purchasers of the Offer Shares in the
Global Offering will experience an immediate dilution in pro forma consolidated net tangible
asset value. There can be no assurance that if we were to immediately liquidate after the Global
Offering, any assets will be distributed to Shareholders after the creditors’ claims. To expand
our business, we may consider offering and issuing additional Shares in the future. Purchasers
of the Offer Shares may experience dilution in the net tangible asset value per Share of their
Shares if we issue additional Shares in the future at a price which is lower than the net tangible
asset value per Share at that time.
Any possible conversion of Unlisted Shares into H Shares could increase the supply of H
Shares in the market, which will negatively impact the market price of H Shares.
According to the stipulations by the CSRC and the Articles of Association, all of our
Unlisted Shares may be converted into H Shares, and such converted Shares may be offered or
traded on an overseas stock exchange. Any offering or trading of the converted Shares on an
overseas stock exchange shall also comply with the regulatory procedures, rules and
requirements of such stock exchanges. However, the PRC Company Law provides that in
relation to the listing of a company, the shares of that company which are issued prior to the
listing shall not be transferred within one year from the date of the listing. Therefore, shares
currently held on our Unlisted Share register may be traded, after the conversion, in the form
of H Shares on the Stock Exchange after one year of the Listing, which could further increase
the supply of our H Shares in the market and could negatively impact the market price of our
H Shares.
Payment of dividends is subject to restrictions under PRC law.
Under the PRC law, dividends may be paid only out of distributable profit. Distributable
profit is our profit as determined under PRC GAAP or IFRS, whichever is lower, less any
recovery of accumulated losses and appropriations to statutory and other reserves that we are
required to make. We may not have sufficient or any distributable profit to enable us to make
dividend distributions to our Shareholders, including in years in which we are profitable. Any
distributable profit not distributed in a given year is retained and available for distribution in
subsequent years.
In addition, we are required to comply with the dividend distribution rules prescribed by
the PRC regulatory authorities when determining our dividend payout ratios. The PRC
regulatory authorities may further amend the dividend distribution rules for listed companies
in the future, which could significantly affect the amount of capital available to support the
development and growth of our business.
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Moreover, as the calculation of distributable profits under PRC GAAP is different from
the calculation under IFRS in certain respects, our subsidiaries may not have distributable
profits as determined under PRC GAAP , even if they have profits for that year as determined
under IFRS, or vice versa. Accordingly, we may not receive sufficient distributions from our
subsidiaries. Failure by our subsidiaries to pay dividends to us could have a negative impact
on our cash flows and our ability to make dividend distributions to our Shareholders in the
future, including those periods in which our financial statements indicate that our operations
have been profitable.
Certain facts, forecasts and other statistics obtained from various government publications
contained in this Prospectus may not be reliable.
We have derived certain facts and other statistics in this Prospectus, particularly those
relating to the general economy and automobile industry, from information provided by official
government sources. We, the Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners, Joint Lead Managers, any of the Underwriters, any of their respective
directors, supervisors, and advisors, or any other persons or parties involved in the Global
Offering have not independently verified information and statistics from official government
sources, and there can be no assurance as to the accuracy of such facts and statistics. Y ou
should consider carefully how much weight or importance you should attach to or place on
such facts or statistics.
Forward-looking statements contained in this Prospectus are subject to risks and
uncertainties.
This Prospectus contains certain statements and information that are forward-looking and
uses forward-looking terminology such as “anticipate,” “believe,” “could,” “going forward,”
“intend,” “plan,” “project,” “seek,” “expect,” “may,” “ought to,” “should,” “would” or “will”
and similar expressions. Y ou are cautioned that reliance on any forward-looking statement
involves risks and uncertainties and that any or all of those assumptions may prove to be
inaccurate and as a result, the forward-looking statements based on those assumptions may also
be incorrect. In light of these and other risks and uncertainties, the inclusion of forward-
looking statements in this Prospectus should not be regarded as representations or warranties
by us that our plans and objectives will be achieved and these forward-looking statements
should be considered in light of various important factors, including those set forth in this
section. Subject to the requirements of the Listing Rules, we do not intend publicly to update
or otherwise revise the forward-looking statements in this Prospectus, whether as a result of
new information, future events or otherwise. Accordingly, you should not place undue reliance
on any forward-looking information. All forward-looking statements in this Prospectus are
qualified by reference to this cautionary statement.
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Y ou should read the entire Prospectus carefully and should not rely on any information
contained in press articles or other media regarding us and the Global Offering.
We strongly caution you not to rely on any information contained in press articles or other
media regarding us and the Global Offering. Prior to the publication of this Prospectus, there
has been press and media coverage regarding us, our business, our industry and the Global
Offering. There may be additional media coverage regarding us, our business, our industry and
the Global Offering subsequent to the date of this Prospectus but prior to the completion of the
Global Offering. Such press and media coverage may include references to certain information
that does not appear in this Prospectus, including certain operating and financial information
and projections, valuations and other information. None of us or any other person involved in
the Global Offering has authorized the disclosure of any such information in the press or media
and none of us accepts any responsibility for any such press or media coverage or the accuracy
or completeness of any such information or publication. We make no representation as to the
appropriateness, accuracy, completeness or reliability of any such information or publication.
To the extent that any such information is inconsistent or conflicts with the information
contained in this Prospectus, we disclaim responsibility for it and you should not rely on such
information.
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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This Prospectus, for which our Directors (including any proposed director who is named
as such in this Prospectus) collectively and individually accept full responsibility, includes
particulars given in compliance with the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter 571V
of the Laws of Hong Kong) and the Listing Rules for the purpose of giving information with
regard to 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 that there are no other
matters the omission of which would make any statement herein or this Prospectus misleading.
CSRC FILING
The CSRC has issued the filing notice confirming our completion of the PRC filing
procedures pursuant to the new filing regime introduced by the Overseas Listing Trial
Measures for the Global Offering, the conversion of certain Unlisted Shares into H Shares and
the application for listing of the H Shares on the Hong Kong Stock Exchange.
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 contain the terms and
conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong
Public Offering of initially 12,384,800 Offer Shares and the International Offering of initially
235,308,000 Offer Shares (subject, in each case, to reallocation on the basis as set out in the
section headed “Structure of the Global Offering”).
The 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 the Company, the Joint Sponsors, the Sponsor-OCs, 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 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. Neither the delivery of this Prospectus nor
any subscription or acquisition made under it shall, under any circumstances, create any
implication that there has been no change in our affairs since the date of this Prospectus or that
the information in this Prospectus is correct as of any subsequent time.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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PROCEDURE FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedure for applying for the Hong Kong Offer Shares is set forth in the section
headed “How to Apply for Hong Kong Offer Shares” in this Prospectus.
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering
will be required to, or be deemed by his/her acquisition of Hong Kong Offer Shares to, confirm
that he/she 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 Offer Shares or the general
distribution of this Prospectus in any jurisdiction other than Hong Kong. Accordingly, this
Prospectus may not be used for the 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 Hong
Kong Offer Shares have not been publicly offered or sold, directly or indirectly, in the PRC or
the United States.
UNDERWRITING
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the
Sponsor-OCs. The Hong Kong Public Offering is fully underwritten by the Hong Kong
Underwriters under the terms of the Hong Kong Underwriting Agreement and is subject to us
and the Sponsor-OCs (for themselves and on behalf of the Underwriters) agreeing on the Offer
Price. The International Underwriting Agreement relating to the International Offering is
expected to be entered into on or around Price Determination Date, subject to the Offer Price
being agreed. If, for any reason, the Offer Price is not agreed among us and the Sponsor-OCs
(for themselves and on behalf of the Underwriters), the Global Offering will not proceed and
will lapse. For further information about the Underwriters and the underwriting arrangements,
see the section headed “Underwriting” in this Prospectus.
APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the granting of the listing of, and permission
to deal in, the H Shares to be issued pursuant to the Global Offering (including (i) any H Shares
that may be issued under the Offer Size Adjustment Option and the Over-allotment Option; and
(ii) the H Shares to be converted from Unlisted Shares), on the basis that, among other things,
we satisfy the requirements under Rule 18C.03 of the Listing Rules as a Commercial Company
(as defined in the Listing Rules) with reference to our expected market capitalization at the
time of Listing, which, based on the Offer Price, exceeds HK$4 billion.
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No part of our H Share or loan capital is listed on or dealt in on any other stock exchange
and no such listing or permission to list is being or proposed to be sought in the near future.
All Offer Shares will be registered on the H Share Registrar in order to enable them to be traded
on the Stock Exchange.
Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotment made in respect of any application will be invalid if the listing of,
and permission to deal in, the H Shares on the Stock Exchange is refused before the expiration
of three weeks from the date of the closing of the application lists, or such longer period (not
exceeding six weeks) as may, within the said three weeks, be notified to our Company by the
Stock Exchange.
COMMENCEMENT OF DEALINGS IN OUR H SHARES
Dealings in our H Shares on the Stock Exchange are expected to commence on Friday,
January 2, 2026. Our H Shares will be traded in board lots of 200 H Shares. The stock code
of our H Shares will be 6082.
INFORMATION ON THE CONVERSION OF UNLISTED SHARES INTO H SHARES
Our Company has applied for conversion of Unlisted Shares into H Shares, which
involves 873,272,024 Unlisted Shares held by the existing Shareholders. See “History,
Development and Corporate Structure” and “Share Capital” for details of our existing
Shareholders and their respective interests in our Company and relevant procedures for the
conversion of Unlisted Shares into H Shares. Such H Shares to be converted from Unlisted
Shares are restricted from trading for a period of one year after the Listing.
The relevant filing procedure in relation to the conversion of Unlisted Shares into H
Shares has been completed.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for the Hong Kong Offer Shares are set out in “How to Apply
for Hong Kong Offer Shares”.
OFFER SIZE ADJUSTMENT OPTION, OVER-ALLOTMENT OPTION AND
STABILIZATION
Details of the arrangements relating to the Offer Size Adjustment Option, the
Over-allotment Option and stabilization are set out in the section headed “Structure of the
Global Offering”.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
If the 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 as determined by HKSCC. Settlement of transactions
between Exchange Participants is required to take place in CCASS on the second settlement
day after any trading day. All activities under CCASS are subject to the General Rules of
HKSCC and HKSCC Operational Procedures in effect from time to time.
All necessary arrangements have been made to enable our H Shares to be admitted into
CCASS. Investors should seek the advice of their stockbroker or other professional advisor for
details of the settlement arrangement as such arrangements may affect their rights and interests.
H SHARE REGISTER OF MEMBERS AND STAMP DUTY
All of the H Shares issued pursuant to applications made in the Global Offering and
converted from our Unlisted Shares will be registered on our H Share register of members to
be maintained in Hong Kong by our H Share Registrar, Tricor Investor Services Limited. Our
principal register of members will be maintained by us at our headquarters in the PRC.
Dealings in the H Shares registered in our H Share register of members will be subject to Hong
Kong stamp duty. Hong Kong stamp duty is charged to each of the seller and purchaser at the
ad valorem rate of 0.1% on the higher of the consideration for or the market value of the H
Shares transferred. In other words, a total of 0.2% will be payable on a typical sale and
purchase transaction of the H Shares. In addition, a fixed stamp duty of HK$5.00 is currently
payable on each instrument of transfer of H Shares.
PROFESSIONAL TAX ADVICE RECOMMENDED
Y ou should consult your professional advisors if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding or disposing of, or dealing in, our H Shares
or exercising any rights attaching to our Shares. We emphasize that none of us, the Joint
Sponsors, the Sponsor-OCs, 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 directors, officers, employees, advisers, agents or representatives
or any other person involved in the Global Offering accepts responsibility for any tax effects
or liabilities resulting from your subscription, purchase, holding or disposing of, or dealing in,
our Shares or your exercise of any rights attaching to our H Shares.
EXCHANGE RATE CONVERSION
Solely for your convenience, this Prospectus contains translations of RMB into Hong
Kong dollars, of Hong Kong dollars into RMB, of RMB into U.S. dollars and of Hong Kong
dollars into U.S. dollars at specified rates.
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Unless otherwise specified, amounts denominated in Hong Kong dollars and RMB have
been translated, for the purpose of illustration only, into U.S. dollars in this Prospectus at the
following exchange rates:
USD1.00: HK$7.7836
USD1.00: RMB7.0656
HKD1.00: RMB0.9078
No representation is made that any amounts in RMB, HKD or U.S. dollars can be or could
have been at the relevant dates converted at the above rates or any other rates or at all.
ROUNDING
Certain amounts and percentage figures included in this Prospectus have been subject to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures preceding them. Any discrepancies in any table or chart
between the total shown and the sum of the amounts listed are due to rounding.
LANGUAGE
If there is any inconsistency between this English Prospectus and the Chinese translation
of this Prospectus, this English Prospectus shall prevail. If there is any inconsistency between
the names of any of the entities mentioned in this Prospectus which are not in the English
language and their English translations, the names in their respective original language shall
prevail.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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In preparation for the Global Offering, we have sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules:
W AIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, our Company must have a sufficient
management presence in Hong Kong. This normally means that at least two of our executive
Directors must be ordinarily resident in Hong Kong. Rule 19A.15 of the Listing Rules further
provides that the requirement in Rule 8.12 of the Listing Rules may be waived by having regard
to, among other considerations, our arrangements for maintaining regular communication with
the Hong Kong Stock Exchange.
Our headquarters are based, and most of the business operations of our Company and our
subsidiaries are managed and conducted, in the PRC. Our executive Directors ordinarily reside
in the PRC. Given they play very important roles in our Company’s business operations, it is
in our best interests for them to be based in places where our Group has significant operations.
We consider it practically difficult and commercially unreasonable for us to arrange for two
executive Directors to be ordinarily resident in Hong Kong, either by means of relocation of
our executive Directors or appointment of additional executive Directors. Therefore, our
Company does not have, 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 and Rule 19A.15 of the Listing Rules.
Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied to the Hong
Kong Stock Exchange for, and the Hong Kong Stock Exchange has granted us, a waiver from
strict compliance with Rule 8.12 and Rule 19A.15 of the Listing Rules subject to the following
conditions:
1. we have appointed Mr. Luting PAN, our executive Director, secretary of the Board
and responsible person of finance, and Mr. Chun Ho TSANG (Ⴔ)( “ Mr.
Tsang”), our joint company secretary, as our authorized representatives
(“Authorized Representatives ”) pursuant to Rule 3.05 of the Listing Rules. The
Authorized Representatives will act as our Company’s principal channel of
communication with the Hong Kong Stock Exchange. The Authorized
Representatives will be readily contactable by phone and email to promptly deal
with enquiries from the Hong Kong Stock Exchange, and will also be available to
meet with the Hong Kong Stock Exchange to discuss any matter within a reasonable
period of time upon request of the Hong Kong Stock Exchange;
2. when the Hong Kong Stock Exchange wishes to contact our Directors on any matter,
each of the Authorized Representatives will have all necessary means to contact all
of our Directors (including our independent non-executive Directors) and senior
management team promptly at all times. Our Company will also inform the Hong
Kong Stock Exchange promptly in respect of any changes in the Authorized
Representatives. Our Company has implemented a policy whereby (1) each Director
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has provided his or her valid phone numbers or other means of communication to the
Authorized Representatives; (2) in the event that a Director expects to travel or is
otherwise out of office, he or she will provide his or her phone number of the place
of his or her accommodation to the Authorised Representatives or maintain an open
line of communication via his or her mobile phone; and (3) each Director has
provided his or her mobile phone number, office phone number, e-mail address and,
where available, fax number to the Stock Exchange and will inform the Stock
Exchange promptly if there are any changes to the contact details of the Directors;
3. all Directors who do not ordinarily reside in Hong Kong possess or can apply for
valid travel documents to visit Hong Kong and can meet with the Hong Kong Stock
Exchange within a reasonable period;
4. we have appointed Maxa Capital Limited as our compliance adviser (the
“Compliance Adviser ”) upon listing pursuant to Rule 3A.19 of the Listing Rules for
a period commencing on the Listing Date and ending on the date on which we
comply with Rule 13.46 of the Listing Rules in respect of our financial results for
the first full financial year commencing after the Listing Date. The Compliance
Adviser will have access at all times to our Authorized Representatives, our
Directors and our senior management, who will act as the additional channel of
communication with the Hong Kong Stock Exchange when the Authorized
Representatives are not available. The contact details of the Compliance Adviser
have been provided to the Stock Exchange. We will keep the Stock Exchange up to
date in respect of any change in the Compliance Adviser. Our Authorized
Representatives, Directors and other officers of our Company will provide promptly
such information and assistance as the Compliance Adviser may reasonably require
in connection with the performance of the Compliance Adviser’s duties as set forth
in Chapter 3A of the Listing Rules. There will be adequate and efficient means of
communication between our Company, Authorized Representatives, Directors and
other officers of our Company and the Compliance Adviser, and to the extent
reasonably practicable and legally permissible, we will keep the Compliance
Adviser informed of all communications and dealings between the Stock Exchange
and us;
5. we will appoint other professional advisors (including legal advisors in Hong Kong)
after the Listing to assist us in dealing with any questions which may be raised by
the Stock Exchange and to ensure that there will be prompt and effective
communication with the Stock Exchange; and
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6. our Company has designated one of our staff members who will be responsible for
maintaining day-to-day communication with Mr. Tsang and our Company’s
professional advisors in Hong Kong, including our legal advisors in Hong Kong and
the Compliance Adviser, to keep abreast of any correspondences and/or enquiries
from the Stock Exchange and report to our executive Directors to further facilitate
communication between the Stock Exchange and our Company.
W AIVER IN RESPECT OF APPOINTMENT OF JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company
secretary who, by virtue of his/her academic or professional qualifications or relevant
experience, is, in the opinion of the Hong Kong Stock Exchange, capable of discharging the
functions of the company secretary. Note 1 to Rule 3.28 of the Listing Rules provides that the
Hong Kong 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).
Note 2 to Rule 3.28 of the Listing Rules further provides that the Hong Kong Stock
Exchange considers the following factors in assessing the “relevant experience” of the
individual:
(a) length of employment with the issuer and other issuers and the roles he/she played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including
the SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance and the Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement
under Rule 3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.
Our Company has appointed Ms. Yimin TONG ( ഁ່ઽ)( “Ms. Tong ”), as one of our joint
company secretaries. She has extensive experience in handling administrative and corporate
related matters of the Group but presently does not possess any of the qualifications under
Rules 3.28 and 8.17 of the Listing Rules, and may not be able to solely fulfill the requirements
of the Listing Rules. Therefore, we have appointed Mr. Tsang, an associate of both The Hong
Kong Chartered Governance Institute and The Chartered Governance Institute in the United
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Kingdom, who fully meets the requirements stipulated under Rules 3.28 and 8.17 of the Listing
Rules to act as the other joint company secretary and to provide assistance to Ms. Tong for an
initial period of three years from the Listing Date to enable Ms. Tong to acquire the “relevant
experience” under Note 2 to Rule 3.28 of the Listing Rules so as to fully comply with the
requirements set forth under Rules 3.28 and 8.17 of the Listing Rules.
Since Ms. Tong does not possess the formal qualifications required of a company
secretary under Rule 3.28 of the Listing Rules, we have applied to the Hong Kong Stock
Exchange for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance
with the requirements under Rules 3.28 and 8.17 of the Listing Rules such that Ms. Tong may
be appointed as a joint company secretary of our Company. Pursuant to paragraph 13 of
Chapter 3.10 of the Guide for New Listing Applicants, the waiver will be for a fixed period of
time (“ Waiver Period ”) and on the following conditions: (i) the proposed company secretary
must be assisted by a person who possesses the qualifications or experience as required under
Rule 3.28 (“ Qualified Person ”) and is appointed as a joint company secretary throughout the
Waiver Period; and (ii) the waiver can be revoked if there are material breaches of the Listing
Rules by the issuer. The waiver is valid for an initial period of three years from the Listing
Date, and is granted on the condition that Mr. Tsang will work closely with Ms. Tong to jointly
discharge the duties and responsibilities as company secretary and assist Ms. Tong in acquiring
the relevant experience as required under Rules 3.28 and 8.17 of the Listing Rules. Mr. Tsang
will also assist Ms. Tong in organizing Board meetings and Shareholders’ meetings of our
Company as well as other matters of our Company which are incidental to the duties of a
company secretary. Mr. Tsang is expected to work closely with Ms. Tong and will maintain
regular contact with Ms. Tong, the Directors and the senior management of our Company. The
waiver will be revoked immediately if Mr. Tsang ceases to provide assistance to Ms. Tong as
a joint company secretary for the three-year period after the Listing or where there are material
breaches of the Listing Rules by our Company. In addition, Ms. Tong will comply with the
annual professional training requirement under Rule 3.29 of the Listing Rules and will enhance
her knowledge of the Listing Rules during the three-year period from the Listing. Ms. Tong
will also be assisted by (a) Compliance Adviser of our Company, particularly in relation to
compliance with the Listing Rules; and (b) the Hong Kong legal advisors of our Company, on
matters concerning our Company’s ongoing compliance with the Listing Rules and the
applicable laws and regulations.
Before the expiration of the initial three-year period, the qualifications and experience of
Ms. Tong and the need for on-going assistance of Mr. Tsang will be further evaluated by our
Company. We will demonstrate and seek the Hong Kong Stock Exchange’s confirmation that
Ms. Tong, having benefited from the assistance of Mr. Tsang for the preceding three years, will
have acquired the skills necessary to carry out the duties of company secretary and the relevant
experience within the meaning of Note 2 to Rule 3.28 of the Listing Rules so that a further
waiver will not be necessary.
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W AIVER UNDER RULE 10.04 AND CONSENT UNDER PARAGRAPH 1C(2) OF
APPENDIX F1 TO THE LISTING RULES IN RESPECT OF SUBSCRIPTIONS OF
OFFER SHARES BY EXISTING SHAREHOLDERS AND/OR ITS CLOSE
ASSOCIATES AS CORNERSTONE INVESTORS
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 set out in Rules 10.03(1) and (2) of the Listing Rules are fulfilled.
Paragraph 1C(2) of Appendix F1 to the Listing Rules provides, inter alia, that no
allocations will be permitted to applicant’s existing shareholders or their close associates,
whether in their own names or through nominees unless the conditions set out in Rules 10.03
and 10.04 are fulfilled, without the prior written consent of the Hong Kong Stock Exchange.
Paragraph 57 of Chapter 2.5 of the Guide further provides that, an existing shareholder
holding less than 10% of the shares in the Specialist Technology Company prior to IPO may
subscribe for shares in the IPO as either a cornerstone investor or a placee. In the case of
subscription as a cornerstone investor, the applicant and its sponsors must confirm that no
preference was given to the existing shareholder other than the preferential treatment of
assured entitlement at the IPO price and the terms are substantially the same as other
cornerstone investors.
As further described in the section headed “Cornerstone Investors” in this Prospectus,
each of (a) 3W Fund Management Limited, a close associate of 3W Global Fund, an existing
Shareholder holding approximately 0.97% in the total issued share capital of the Company as
at the Latest Practicable Date; (b) QM120 Limited, an existing Shareholder holding
approximately 4.35% of the total issued share capital of the Company as of the Latest
Practicable Date, and QM125 Limited, being a close associate of QM120 Limited; (c) Ping An
Life Insurance Company of China, Ltd. a close associate of PA GCC Limited, an existing
Shareholder holding approximately 2.25% of the total issued shares of the Company as at the
Latest Practicable Date; (d) Aspirational China Growth GP Limited, an existing Shareholder
holding approximately 0.34% of the total issued shares of the Company as at the Latest
Practicable Date; (e) Guotai Junan Investments (Hong Kong) Limited (in connection with the
GTJA Back- to back TRS and Zhonghe OTC Swaps), a close associate of Nanchang Zhengtong
Equity Investment Fund Partnership (Limited Partnership) (ΥྫΆุ
(Υྫ)) and Shanghai Haitong Zhida Private Equity Investment Fund Partnership (Limited
Partnership) (ΥྫΆุ(Υྫ)) holding approximately 0.27%
of the total issued shares of the Company as at the Latest Practicable Date in total; and (f) New
Opportunities SPC-Initial Growth SP , a close associate of Maxwise Investments Limited ( ຬᅆ
ʮ̡), an existing Shareholder holding approximately 0.72% of the total issued shares
of the Company as at the Latest Practicable Date (the “ Existing Shareholder CI
Participants ”) has entered into a cornerstone investment agreement with the Company, the
Joint Sponsors and the Sponsor-OCs, pursuant to which the Existing Shareholder CI
Participants have agreed to participate as cornerstone investors in the Global Offering to
subscribe for the Offer Shares to be issued by the Company under the International Offering.
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We have applied for a waiver under Rule 10.04 of the Listing Rules and a consent under
paragraph 1C(2) of Appendix F1 to the Listing Rules, to permit the Existing Shareholder CI
Participants to participate as cornerstone investors in the Global Offering to subscribe for the
Offer Shares to be issued by the Company under the International Offering. The Hong Kong
Stock Exchange has agreed to grant the requested waiver and consent subject to the conditions
that:
(a) the allocation to the Existing Shareholder CI Participants will not affect the
Company’s ability to satisfy its public float requirement under Rule 8.08(1) (as
amended and replaced by Rule 19A.13A) of the Listing Rules;
(b) the Company and the Joint Sponsors confirm that no preferential treatment has been,
nor will be directly or indirectly, given to the Existing Shareholder CI Participants
as cornerstone investors by virtue of their relationship with the Company in any
allocation in the Global Offering, other than the preferential treatment of assured
entitlement under the cornerstone investment at the Offer Price and the terms are
substantially the same as other cornerstone investors; and
(c) details of the subscription of the Offer Shares by the Existing Shareholder CI
Participants as cornerstone investors under the Global Offering are disclosed in this
Prospectus, and details of the allocation will be disclosed in the allotment results
announcement of the Company.
For further information about the relevant cornerstone investments, please refer to the
section headed “Cornerstone Investors” in this Prospectus.
CONSENT IN RESPECT OF THE PROPOSED SUBSCRIPTION OF OFFER SHARES
BY CONNECTED CLIENTS
Paragraph 1C(1) of Appendix F1 to the Listing Rules provides that no allocations will be
permitted to “connected clients” of the overall coordinator(s), any syndicate member(s) (other
than the overall coordinator(s)) or any distributor(s) (other than syndicate member(s))
(collectively, the “ Distributors ”, and each a “ Distributor ”), without the prior written consent
of the Hong Kong Stock Exchange.
Paragraph 1B(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.
As further described in the section headed “Cornerstone Investors” in this Prospectus,
each of CICC FT and Ping An Asset HK, as the investment manager for Ping An Life Insurance
Company of China, Ltd. (“ PA Life ”) has entered into cornerstone investment agreements with
the Company, the Joint Sponsors and the Sponsor-OCs, to participate as cornerstone investors
in the Global Offering to subscribe for the Offer Shares to be issued by the Company under the
International Offering.
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CICC FT and China International Capital Corporation Limited (“ 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. CICC FT, CICCL and China International Capital
Corporation Hong Kong Securities Limited (“ CICCHKS ”), a Joint Sponsor, a Sponsor-OC and
an Underwriter of the Global Offering, are members of the same group of companies.
Accordingly, CICC FT is a connected client of CICCHKS.
Ping An Asset HK acts as the investment manager for PA Life on a fully discretionary
basis. It has entered into a cornerstone investment agreement on behalf of PA Life to subscribe
for Offer Shares, which would be funded by a participating life insurance account of PA Life.
The source of funding such account comprises the principal amounts paid by individual
participating policyholders under the same participating insurance scheme. Upon completion
of the Global Offering, the Offer Shares will be held by PA Life on behalf of its participating
life insurance policyholders, all of whom are individuals. Ping An Securities (Hong Kong)
Company Limited (“ PAS”) is a Sponsor-OC and an Underwriter of the Global Offering. PAS,
Ping An Asset HK and PA Life are all subsidiaries of Ping An Insurance (Group) Company of
China, Ltd., as such, Ping An Asset HK is a member of the same group of PAS.
We have applied for, and the Hong Kong Stock Exchange has granted, a consent under
paragraph 1C(1) of Appendix F1 to the Listing Rules to permit CICC FT and PA Life to
participate in the Global Offering as cornerstone investors on the following basis and
conditions as set out in Paragraph 6 of Chapter 4.15 of the Guide:
(a) any Offer Shares to be allocated to CICC FT will be held on behalf of independent
third parties on non-discretionary basis and Offer Shares to be allocated to PA Life
will be held on behalf of independent third parties on discretionary basis;
(b) PAS has not participated, or 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 Ping An Asset HK;
(c) no preferential treatment has been, nor will be, given to CICC FT and Ping An Asset
HK, as the investment manager for PA Life, by virtue of their relationship with
CICCHKS and PAS, respectively, in any allocation of Offer Shares in the
International Offering as cornerstone investors other than the assured entitlement
under the relevant cornerstone investment agreements following the principles set
out in Chapter 4.15 of the Guide that the cornerstone investment agreement of each
of CICC FT and Ping An Asset HK, as the investment manager for PA Life, does not
contain any material terms which are more favorable to them than those in the other
cornerstone investment agreements;
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(d) each of CICC FT and Ping An Asset HK (for itself and on behalf of PA Life)
confirms that to the best of its knowledge and belief, it has not received and will not
receive any preferential treatment in the Global Offering allocation as a cornerstone
investor by virtue of their relationship with CICCHKS and PAS, respectively, other
than the preferential treatment of assured entitlement under the cornerstone
investment;
(e) each of the Company, the Overall Coordinators, CICC FT, Ping An Asset HK (for
itself and on behalf of PA Life), CICCHKS and PAS has provided the Hong Kong
Stock Exchange with written confirmations in accordance with Chapter 4.15 of the
Guide; and
(f) details of the cornerstone investments and details of the allocations will be disclosed
in this prospectus and the allotment results announcement of our Company.
For further information about the relevant cornerstone investments, please refer to the
section headed “Cornerstone Investors” in this Prospectus.
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DIRECTORS
Name Address Nationality
Executive Directors
Mr. Wen ZHANG Room 1002, 10/F
Building 5
Lane 260, Jianze Road
Minhang District
Shanghai
PRC
American
Mr. Zhou HONG Room 328, No. 3701
Chenhang Road
Minhang District
Shanghai
PRC
American
Mr. Linglan ZHANG Room 701, 7/F
Building 5
Lane 260, Jianze Road
Minhang District
Shanghai
PRC
American
Mr. Bing XIAO ( ӽΏ) Room 716, No. 139 Rainbow Road
Hengqin New District
Zhuhai
Guangdong
PRC
Chinese
Mr. Luting PAN Room 2413, Building 2
Phase II, Senior Talent Apartment
Hengqin New District
Zhuhai
Guangdong
PRC
American
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 113 ---
Name Address Nationality
Non-executive Directors
Mr. Jingguo LIU ( ᄎ຾਷) Room 501, No. 1
Lane 333, Luoxiu Road
Xuhui District
Shanghai
PRC
Chinese
Mr. Zhifeng ZHOU
(ࢤ)
Note)
Room 901, Unit 2
Building 6, No. 76 Courtyard
Baiziwan South Second Road
Chaoyang District
Beijing
PRC
Chinese
Mr. Lin W ANG
(؍)
Note)
Room 184
No. 199 Wensan Road
Xihu District
Hangzhou
Zhejiang
PRC
Chinese
Ms. Shuying CHEN
(ߵ)
Note)
No. 89 Tianhu Hengkengli
Luokeng Town
Xinhui District
Jiangmen
Guangdong
PRC
Chinese
Independent Non-executive Directors
Dr. Y uan W ANG ( ˮ๕) Room 311, Unit 1
Apartment 62
No. 5 Yiheyuan Road
Haidian district
Beijing PRC
Chinese
Mr. Siu Wing LAM (Ί࿲) Flat A, 15/F, Tower 1
No. 33 Hip Wo Street
Grand Central
Kwun Tong
Kowloon
Hong Kong
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 114 ---
Name Address Nationality
Ms. Jin LIU ( ᄎᆩ) Room 19E, Tower 6A
No. 99 So Kwun Wat Road
Tuen Mun
New Territories
Hong Kong
Chinese
Note: As of the Latest Practicable Date, Mr. Zhifeng ZHOU (ࢤMr. Lin W ANG (؍and Ms. Shuying CHEN
(ߵwere our non-executive Directors, each of whom has already tendered resignation from directorship,
conditional and effective the day before the Listing Date, and the appointment of Dr. Y uan W ANG ( ˮ๕), Mr.
Siu Wing LAM (Ί࿲) and Ms. Jin LIU ( ᄎᆩ) as independent non-executive Directors will become effective
on the Listing Date. Mr. Zhifeng ZHOU (ࢤMr. Lin W ANG (؍and Ms. Shuying CHEN (ߵ)
are board representatives of our Pre-IPO Investors prior to Listing and have performed non-executive functions
through providing advice on our overall development as a private company. Each of them has tendered
resignation based on internal decision-making of the Pre-IPO Investor which he/she represents. Furthermore,
the replacement of three independent non-executive Directors would allow us to meet the requirements under
Rules 3.10(1) and 3.10A of the Listing Rules that our Board shall include at least three independent
non-executive Directors, who shall represent at least one-third of our Board. Each of Mr. Zhifeng ZHOU ( մ
ࢤMr. Lin W ANG (؍and Ms. Shuying CHEN (ߵhas confirmed to the Board that he/she has no
disagreement with the Board and there are no other matters in relation to his/his resignation that need to be
brought to the attention of the Shareholders.
For details with respect to our Directors, see “Directors and Senior Management.”
PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Center
1 Harbour View Street
Central
Hong Kong
Ping An of China Capital (Hong Kong)
Company Limited
Units 3601, 07 & 11-13, 36/F
The Center
99 Queen’s Road Central
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road
Central, Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 115 ---
Sponsor-OCs China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Center
1 Harbour View Street
Central
Hong Kong
Ping An Securities (Hong Kong)
Company Limited
Units 3601, 07 & 11-13, 36/F
The Center
99 Queen’s Road Central
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road
Central, Hong Kong
Overall Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Center
1 Harbour View Street
Central
Hong Kong
Ping An Securities (Hong Kong)
Company Limited
Units 3601, 07 & 11-13, 36/F
The Center
99 Queen’s Road Central
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road
Central, Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Orient Securities (Hong Kong) Limited
28/F-29/F, 100 Queen’s Road Central
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 116 ---
Joint Global Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Center
1 Harbour View Street
Central
Hong Kong
Ping An Securities (Hong Kong)
Company Limited
Units 3601, 07 & 11-13, 36/F
The Center
99 Queen’s Road Central
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road
Central, Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Orient Securities (Hong Kong) Limited
28/F-29/F, 100 Queen’s Road Central
Central
Hong Kong
Futu Securities International (Hong
Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 117 ---
Joint Bookrunners and Joint Lead
Managers
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Center
1 Harbour View Street
Central
Hong Kong
Ping An Securities (Hong Kong)
Company Limited
Units 3601, 07 & 11-13, 36/F
The Center
99 Queen’s Road Central
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road
Central, Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Orient Securities (Hong Kong) Limited
28/F-29/F, 100 Queen’s Road Central
Central
Hong Kong
Futu Securities International (Hong
Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy
1 Hennessy Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 118 ---
Capital Market Intermediaries China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Center
1 Harbour View Street
Central
Hong Kong
Ping An Securities (Hong Kong)
Company Limited
Units 3601, 07 & 11-13, 36/F
The Center
99 Queen’s Road Central
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road
Central, Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Orient Securities (Hong Kong) Limited
28/F-29/F, 100 Queen’s Road Central
Central
Hong Kong
Futu Securities International (Hong
Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
One Hennessy
1 Hennessy Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 119 ---
Legal Advisers to our Company As to Hong Kong law and United States law
Davis Polk & Wardwell
10/F, The Hong Kong Club Building
3A Chater Road
Central
Hong Kong
As to PRC law
Fangda Partners
24/F, HKRI Centre Two
HKRI Taikoo Hui
288 Shi Men Yi Road
Shanghai, PRC
As to U.S. sanctions and export control laws
Jacobson Burton Kelley PLLC
1725 I Street, NW
Suite 300
Washington, DC 20006
USA
Legal Advisers to the Joint Sponsors
and the Underwriters
As to Hong Kong law and United States law
Freshfields
55th Floor
One Island East Taikoo Place
Quarry Bay, Hong Kong
As to PRC law
King & Wood Mallesons
18th Floor, East Tower
World Financial Center
No. 1 Dongsanhuan Zhonglu
Chaoyang District
Beijing, PRC
Reporting Accountants
and Independent Auditor
PricewaterhouseCoopers
Certified Public Accountants and
Registered Public Interest Entity Auditor
22/F, Prince’s Building
Central
Hong Kong SAR, China
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 120 ---
Industry Consultant China Insights Industry
Consultancy Limited
10/F, Block B
Jing’an International Center
88 Puji Road, Jing’an District
Shanghai
PRC
Property Valuer A VISTA Valuation Advisory Limited
Suites 2401-06, 24/F
Everbright Centre
No 108 Gloucester Road
Wan Chai
Hong Kong
Receiving Banks Bank of China (Hong Kong) Limited
1 Garden Road
Hong Kong
Industrial and Commercial Bank of China
(Asia) Limited
33/F., ICBC Tower
3 Garden Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–1 1 0–


--- page 121 ---
Registered Office Room 1302, 13/F, Building 16
No. 2388 Chenhang Road
Minhang District, Shanghai
PRC
Headquarters and Principal Place
of Business in the PRC
Room 1302, 13/F, Building 16
No. 2388 Chenhang Road
Minhang District, Shanghai
PRC
Principal Place of Business in
Hong Kong
Room 1919, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay, Hong Kong
Company’s Website www.birentech.com
(the information contained on this website
does not form part of this Prospectus )
Company Secretary Ms. Yimin TONG ( ഁ່ઽ)
Room 1302, 13/F, Building 16
No. 2388 Chenhang Road
Minhang District, Shanghai
PRC
Mr. Chun Ho TSANG (Ⴔ)
(Associate of The Hong Kong Chartered
Governance Institute and The Chartered
Governance Institute in the United
Kingdom)
Room 1919, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay, Hong Kong
Authorized Representatives Mr. Luting PAN
Room 1302, 13/F, Building 16
No. 2388 Chenhang Road
Minhang District, Shanghai
PRC
Mr. Chun Ho TSANG (Ⴔ)
Room 1919, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay, Hong Kong
CORPORATE INFORMATION
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--- page 122 ---
Audit Committee Mr. Siu Wing LAM (Ί࿲)( Chairperson )
Dr. Y uan W ANG ( ˮ๕)
Ms. Jin LIU ( ᄎᆩ)
Remuneration Committee Ms. Jin LIU ( ᄎᆩ)( Chairperson )
Dr. Y uan W ANG ( ˮ๕)
Mr. Wen ZHANG
Nomination Committee Dr. Y uan W ANG ( ˮ๕)( Chairperson )
Ms. Jin LIU ( ᄎᆩ)
Mr. Wen ZHANG
Compliance Adviser Maxa Capital Limited
Unit 2602, 26/F
Golden Centre
188 Des V oeux Road Central
Sheung Wan
Hong Kong
H Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Principal Banks China Construction Bank Corporation
Shanghai Lingang Branch
B-3, No. 555 Xinyuan South Road
Pudong New Area
Shanghai
PRC
Bank of China Limited Shanghai Pujiang
Hi-Tech Business Park Branch
No. 2518, Chenhang Highway
Minhang District
Shanghai
PRC
CORPORATE INFORMATION
–1 1 2–


--- page 123 ---
The information and statistics set out in this section and other sections of this
prospectus were extracted from different official government publications, available
sources from public market research and other sources from independent suppliers,
and from the independent industry report prepared by China Insights Consultancy
Limited (“CIC”). We engaged CIC to prepare an independent industry report in
connection with the Global Offering (the “CIC Report”). The information from official
government sources has not been independently verified by us, the Joint Sponsors,
Joint Global Coordinator, Joint Bookrunners, Joint Lead Managers, any of the
Underwriters, any of their respective directors, supervisors, and advisors, or any other
persons or parties involved in the Global Offering, and no representation is given as to
its accuracy.
OVERVIEW OF INTELLIGENT COMPUTING CHIPS
AI has emerged as a pivotal force in driving global economic and social progress. In
particular, LLMs are poised to significantly propel AI’s evolution towards AGI, which is
expected to fundamentally reshape human society in terms of productivity and creativity.
LLMs quickly find their ways into a wide range of applications, such as AIGC, image
recognition, content recommendation, sales forecasting, financial risk management, etc., and
are expected to explore a lot more others. According to CIC, AI is expected to drive more than
15% of the global GDP by 2030. To realize the vision of AGI, computing chips are urgently
needed, serving as the foundational infrastructure for AGI’s actualization.
Compute-intensive tasks, such as AI training, inference and high-performance computing,
especially those on a large scale, mainly run on the cloud or edge and involve a large number
of parallel calculations where multiple operations are executed simultaneously. Intelligent
computing chips
1 are purposely engineered to cater to these features with architectures suitable
for high-speed parallel calculations, and mainly include three types of chips, namely GPGPUs
(general purpose graphic processing units), ASICs (application specific integrated circuits) and
FPGAs (field programmable gate arrays). They prove to be substantially more efficient in
compute-intensive tasks than the previous computing chips such as CPUs, which are designed
for sequential computing where calculations are executed in a sequence, one at a time. The full
potential of intelligent computing chips can only be realized through the integration of a
specialized software ecosystem, which provides the necessary infrastructure for programming,
orchestration, and efficient workload distribution, making it an indispensable component in
intelligent computing chips’ functionality and real-world application. Ever since 2012, the
milestone year in the history of AI, specialized computing chips have gradually replaced CPUs
and later became the absolute choice for compute-intensive tasks.
1 Unless otherwise specified, “intelligent computing chips” in the Industry Overview section do not include
on-device chips, such as in-vehicle SoCs designed for autonomous driving, due to distinct use cases and
limited general-purpose computing capabilities.
INDUSTRY OVERVIEW
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OVERVIEW OF THE GLOBAL INTELLIGENT COMPUTING CHIPS INDUSTRY
Training and inference are two primary intelligent computing scenarios
Training and inference constitute the core application scenarios of intelligent computing.
Training refers to the process of creating models using a training dataset, while inference refers
to the process of using the trained model to return predicted results for new data inputs. The
development and iteration of various LLMs have been flourishing around the globe in the past
three years, and this trend is expected to continue in the near future, fueling the demand for
the computing power for training. As LLMs mature in functionalities and usability going
forward, there will be a significant increase in end-use cases and frequency, leading to a
faster-growing demand for the computing power for inference in the long run.
Initially, as training and inference have distinctive features in terms of computational
complexity in one single session and frequency of such sessions, they require different
capabilities of intelligent computing chips, as is illustrated in the comparison table below. As
a result, respective design and commercialization strategies are usually adopted for intelligent
computing chips used in these two distinctive scenarios.
Key features of intelligent computing scenarios
Intelligent computing scenarios Training Inference
Computing power needed – LLMs with hundreds of
billions or trillions of
parameters require
extremely large
computing power
provided by server
clusters at scale
– Modest computing
power required for one-
shot inference tasks, but
potentially high
concurrency leads to
considerable computing
power required in total
– Increasingly higher
computing power
required for
long-thinking
reasoning tasks
Other requirements – Large bandwidth and
high interconnect speed
to enhance training
efficiency, especially for
large clusters
– Low latency to ensure
rapid output of results
Source: CIC
With the continued expansion of model parameter sizes and the increasing complexity of
application scenarios, both training and inference are placing similarly high demands on
intelligent computing chips, particularly in terms of computing power, memory bandwidth, and
capacity. Meanwhile, the industry is transitioning from a single-stage, pre-training-focused
paradigm to a multi-stage workflow that emphasizes both post-training and inference, which
INDUSTRY OVERVIEW
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has significantly increased the demand for chips capable of supporting both stages efficiently.
As a result, the performance requirements for training and inference are increasingly
converging, driving a trend toward more integrated and versatile intelligent computing chip
architectures.
The intelligent computing chips industry has been and will continue to grow
The breakthroughs in LLMs since the launch of ChatGPT in late 2022 have resulted in a
rapidly increasing demand for intelligent computing chips. Initially, the demand was largely
focused on the training of foundation models, which are typically huge in size and require
massive computing power to complete the training session. As model sizes further increase,
following the scaling law, the demand for training computing chips also grew exponentially.
With the continuous iteration in model architecture, the divergence between pre-training
and post-training and the introduction of reasoning models have fundamentally reshaped the
industry landscape, leading to simultaneous growth in market demand for both training and
inference computing. Post-training processes such as reinforcement learning, fine-tuning, and
model distillation now require greater computing power than pre-training, amplifying the
demand for training computing chips. Meanwhile, the current reasoning models apply
inference time scaling, and make each query demand up to 100 times more computing power
than traditional one-shot inferences, significantly increasing the demand for inference
computing chips. It is expected that the growth of investment in inference computing chips will
overtake training in the next one year or two.
According to CIC, the global intelligent computing chips market in terms of revenue
increased rapidly from US$6.6 billion in 2020 to US$119.0 billion in 2024 at a CAGR of
106.0%. The market is expected to maintain fast growth in the next five years and reach
US$585.7 billion in 2029, representing a CAGR of 37.5% from 2024 to 2029. Such growth will
be driven by the surge of investment in AI computing infrastructure (such as AI data centers)
in the near future, and the potential booming of a spectrum of LLM-based AI applications in
the long run that calls for the consistent consumption of intelligence computing power.
Market size of global intelligent computing chips industry, 2020-2029E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
GPGPU 109.3% 38.1%
2020-2024 2024-2029E
CAGRUSD billion
Others 80.2% 29.8%
Total 106.0% 37.5%
6.6 11.0 15.7 48.8
119.0
182.4
264.8
364.3
474.9
585.7
5.7 9.5 13.7 42.9
109.5
168.5
245.7
339.6
444.5
550.5
19.113.99.55.9 24.8 30.4 35.12.01.50.9
Source: CAICT, interviews with industry experts, annual reports of public companies, CIC
INDUSTRY OVERVIEW
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As one of the largest AI markets globally, China has also witnessed a rapid growth in the
demand for intelligent computing chips. According to CIC, China’s intelligent computing chips
market in terms of revenue grew from US$1.7 billion in 2020 to US$30.1 billion in 2024, at
a CAGR of 105%. The market is expected to reach US$201.2 billion in 2029, which represents
a CAGR of 46.3% from 2024 to 2029, outgrowing the global market during the same period.
This is mainly attributable to rapid demand expansion, supply chain localization and ecosystem
development. While starting from a relatively lower base of intelligent computing chip
adoption, China is facing an outsized surge in demand from a large number of cloud service
providers, internet platforms, AI companies, and other customers from AI-driven industries,
resulting in a considerable addressable market and ample room of growth. Concurrently, the
rise of competitive domestic suppliers and the rapidly maturing ecosystem are expected to
support swifter deployment and adoption of intelligent computing chips in the future.
Market size of China’s intelligent computing chips industry, 2020-2029E
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
106.0% 49.0%
2020-2024 2024-2029E
CAGRUSD billion
101.7% 34.5%
105.0% 46.3%
1.7 2.8 4.0 11.8
30.1
50.4
79.4
116.7
159.4
201.2
1.3 2.3 3.4 8.6 23.5 40.9
66.1
98.8
136.2
172.3
13.39.53.2 17.9 23.2 28.96.60.60.50.4
GPGPU
Others
Total
Source: CAICT, interviews with industry experts, annual reports of public companies, CIC
GPGPUs make the most versatile type of intelligent computing chips
Among the three types of intelligent computing chips, GPGPUs make the most versatile
intelligent computing chips. GPGPUs are based on a non-custom architecture, which makes
them easily adaptable to a wide array of computing tasks. This is a critical advantage in today’s
world where computing scenarios are constantly evolving and diversifying. In contrast, ASICs
are typically tailor-made for specific applications, while FPGAs could be re-configured to fit
a number of applications but require their users to be highly proficient at hardware coding in
order to do so. Despite the outstanding performance and energy efficiency in their designated
tasks, their scope of application is much narrower than GPGPUs. Therefore, GPGPUs have
been the mainstream choice for intelligent computing chips and are expected to maintain the
leading position. The table below sets forth the pros and cons of the three types of intelligent
computing chips.
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Downstream customers of GPGPUs primarily include major internet companies, cloud
service providers, data centers and AI companies, who rely on GPGPUs for compute-intensive
workloads such as large-scale model training and inference, as well as high-performance
computing. Compared to ASICs and FPGAs, which are designed for specific or programmable
functions, GPGPUs offer greater versatility and flexibility, high parallel processing
capabilities, and a well-established software ecosystem, which enables them to effectively
address the growing computational demands of training and inference across diverse AI model
architectures and complex general-purpose tasks, positioning them as the mainstream solution
in the intelligent computing chip landscape.
Pros and cons of intelligent computing chips
Type Pros Cons
GPGPU – V ersatile for different
tasks
– Suitable for highly
parallel tasks
– Highly scalable
– Higher power
consumption
ASIC – Fully optimized
performance and
power efficiency for
specific tasks
– Inflexible applications
– Long development
cycle yet easily
outdated
FPGA – Re-configurable for
different tasks
– Difficult to design
and program
Source: CIC
GPGPU has been the predominant segment in the global intelligent computing chips
market, whose market size represented 92.0% of the overall intelligent computing chips market
in 2024. China’s GPGPU market represented a lower 78.1% of the overall China’s intelligent
computing chips market in 2024. Nevertheless, China’s GPGPU market size is expected to
increase from US$23.5 billion in 2024 to US$172.3 billion in 2029, at a CAGR of 49.0%,
which is faster than the 38.1% CAGR of global market during the same period.
The integration of hardware and software is essential to the performance of intelligent
computing chips
As AI applications become more complex and data-intensive, there is a growing demand
for higher computing power and more efficient data processing. This requires continuous
improvements and innovations in hardware design to deliver the best performance and energy
efficiency at all times. One example of such milestone architectural evolution is the
introduction of specialized cores to handle matrix multiplication, a complex calculation
INDUSTRY OVERVIEW
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commonly seen in deep learning algorithms that had been one of the bottlenecks of raising
computing speed. Additionally, advancements in memory size, bandwidth and interconnects
have further enhanced the capability of intelligent computing chips, especially large scale
clustering, to effectively deal with heavy workloads. These iterations in hardware have played
an underpinning role in enhancing the capabilities of intelligent computing chips.
Intelligent computing chips are delivered to customers in three different form factors that
cater to their demand, including PCIe (peripheral component interconnect express) cards,
OAMs (open accelerator modules) and servers. PCIe cards are the cost-effective option usually
targeting customers who need to balance performance and affordability. OAMs are designed to
optimize performance, targeting customers who demand maximal performance. Servers are
ready-to-use computing power aimed at customers who need to be equipped with high
computing power from scratch in a short time. Servers can be interconnected as supernodes and
further scaled into server clusters that provide substantial computational resources to complete
complex and massive tasks. Server clusters are expected to bear greater significance in the
market going forward to support the increasing demand for large-scale computing power that
can hardly be satisfied by deploying a single server.
Beyond hardware, software plays a crucial role in optimizing the performance of
intelligent computing chips. It provides developers with essential tools and common deep
learning frameworks needed to harness and fully utilize the capabilities of the underlying
hardware. Through software, developers can reconfigure to maximize compute utilization,
enhance data throughput, and ensure robust multi-chip interconnectivity, among others, in
order to boost the overall performance and efficiency of intelligent computing chips.
Nowadays, the flexibility to allow developers to continuously optimize performance through
software has become a key competitive advantage for intelligent computing chip companies.
Typical architecture of intelligent computing solutions
End-use applications
FPGAASICGPGPU
Hardware
ServerOAMPCIe
 Server
Clusters
DriverCompiler
Library
Training Framework
Tools
Software
Inference Engine
Programming
Model
Source: CIC
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Value chain of intelligent computing chips
The intelligent computing chips industry value chain is centered around intelligent
computing chips providers, which is critically important as it directly impacts the performance
of the chip and requires deep engineering and industry know-how. They not only partner with
various suppliers that provide support and manufacturing-related services to deliver their chips
to end users, but also play an important role of leading the progress of the whole industry. For
example, top-tiered R&D personnel and engineers would leverage their expertise and work
closely with value chain participants to co-develop technologies and manufacture their chips,
ultimately facilitating the technological advancement of industry.
Support services suppliers mainly include design services providers, IP and EDA
(electronic design automation) tools providers. Design service providers offer research services
for various stages of chip development, as well as outsourcing management for subsequent
manufacturing and packaging and testing. IP suppliers provide core functional modules
required for building the chips. EDA tool suppliers provide automated software tools for chip
design and verification, such as emulators, which map and place a chip into a virtual
environment that imitates the actual environment for which it is designed.
The manufacturing process that materializes chip design consists of four key stages: chip
manufacturing, chip packaging and testing, PCIe card or OAM assembly and testing, and
hardware system integration. Intelligent computing chips providers provide design layouts to
foundries, who manufacture the chips accordingly. The chips are then encapsulated in a
supporting case that prevents physical damage and corrosion. Finally, the chips are assembled
into the PCIe cards, OAMs and then integrated as servers and undergo functional and
performance tests.
End users typically come from such vertical industries as AI cloud services, AI solutions,
energy and utilities, financial technologies, and internet, among others. As intelligent
computing chips quickly prevail from a handful of industry pioneers to a much larger number
of followers, the coverage of end-users is expected to further expand in the future.
Value chain of intelligent computing chips
ApplicationManufacturingDesign
Intelligent Computing Chips Providers
(with chip design capability)
Board
Assembly &
Testing
Service
Providers
Foundries
IP/EDA
Tools
Providers
Design
Services
Providers
Chip
Packaging &
Testing
Service
Providers
System
Integration
Service
Providers
Cloud Service
Providers
Model
Developers
Data Centers Vertical
Applications
Enterprise
Applications
Consumer
Applications
Source: CIC
INDUSTRY OVERVIEW
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The development life cycle of intelligent computing chips is long and intricate
The chip design process is long and can be broken down into specification, architecture
definition, front-end design, physical design, tape-out and post-silicon validation.
Specification: Chip designers first need to specify the requirements that describe all the
interfaces between the design and its environment. The hardware and software specifications
include the functionality, various hardware components, interfaces, timing, performance and
other physical design details such as area and power.
Architecture design: Architecture design comes after all the specifications are gathered.
This step consists of behavioral and functional modeling, where the comprehensive
architecture is explicitly laid out, containing such components as combinational logic blocks,
data registers, buses, on-chip and off-chip memories, switches, and finite state machines.
Feasibility studies are conducted at this stage to evaluate different design options.
Front-end design: Once the architecture is confirmed, high-level models of the design
are built, and functional simulation and verification are conducted to ensure that functionality
and performance targets are met. Using specific software tools, the design is then integrated
and converted into a gate-level netlist, which is a finalized blueprint outlining all the individual
components and their connections.
Physical design: This process translates the gate-level netlist into a physical layout,
where the circuit logic is mapped onto a silicon wafer. Multiple iterations of optimization and
verification are usually performed along the process to ensure correct electrical and logical
functionality and manufacturability.
Tape-out: After the chip is designed and verified, a file containing detailed compositional
information on each layer of the chip will be sent to foundry for fabrication, packaging and
testing. Tape-out marks a critical milestone in chip design, indicating that the design can be
successfully turned into physical products, paving the way for the eventual commercialization
of the chip.
Post-silicon validation: The manufactured design undergoes rigorous testing in real-life
scenarios to identify any potential errors or operational issues that need to be fixed. The
purpose of performing post-silicon verification is to ensure that the chip meets all the
requirements and functions correctly and works under actual operating conditions within the
designed life cycle so that the product is ready to be mass produced and marketed.
Market drivers of China’s intelligent computing chips industry
The commercialization of AI in various aspects. In recent years, AI has been widely
commercialized and adopted in various vertical industries, such as internet,
telecommunications, manufacturing, finance, government and utilities, among others. With the
continuously enhancing performance and functionalities of AI products, companies have
shown increased willingness to invest in AI applications for the improvement in operational
quality and efficiency. Furthermore, AI has also woven into the fabric of people’s daily life,
with an increase in consumer-oriented products enabled by AI. As the foundation of AI
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applications, the demand for computing power is bound to increase as well, driving the growth
of the intelligent computing chips market. This is evidenced by the allegedly surging Capex of
cloud service providers in the near future, who are one of the largest consumers of intelligent
computing chips.
Tremendous incremental computing demand from AI market booming. The
accelerating maturity and commercialization of AI technologies are driving a substantial rise
in demand for intelligent computing power. As AI products evolve from experimental
prototypes into large-scale, real-world applications, computing demand for both training and
inference have increased significantly. The pre-training of LLMs was the primary source of
demand for intelligent computing chips in the initial phase of the LLM booming since 2022.
The pivot of focus from pre-training to post-training and multi-step reasoning in 2024 further
stimulated the demand for intelligent computing chips in parallel with pre-training. Meanwhile,
the widespread deployment of AI applications has created rising requirements for higher
inference accuracy and real-time responsiveness. These performance expectations have led to
increasingly demanding inference workloads across a range of deployment environments. It is
expected that the demand for both training and inference computing power will remain high,
continuously fueling the intelligent computing chips market.
Technical advancements. Advancements in architecture, process node, packaging and
software, among other technologies, underpin the development of intelligent computing chips.
Architecture designs, complemented with upgrades in process nodes, are constantly iterating
and are the keys to delivering up-to-date chips with the best computing power, energy
efficiency and interconnectivity of all time. Advanced packaging technologies enable
innovative design concepts such as chiplet, which could effectively address the challenges
imposed by the physical limits of chips, and have demonstrated significant advantages in terms
of cost, yield and design flexibility. Well-developed software ecosystems that include
easy-to-use configuring tools and the latest frameworks ensure that applications can be most
efficiently executed on the latest hardware.
Favorable policy support. In the past decade, the Chinese government has attached great
importance to and firmly supported the development of China’s AI industry, which is regarded
as one of the most strategically important industries for China to withstand its leading position
in the world’s technological advancement. At the same time, the government has also provided
significant support to the intelligent computing chips industry, which serves as the fundamental
infrastructure for the deployment of AI, through capital investment, policy incentives, and
other means. These support measures have provided a strong guarantee and guideline for the
vigorous development of China’s AI and intelligent computing chips industries, and have also
driven the continuous improvement of the competitiveness and influence of related
technologies.
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The table below illustrates the main policies in China’s intelligent computing chips
industry:
Document Title Executive Summary
Implementation Opinions on
Promoting the Innovation
and Development of Future
Industries
Accelerate breakthroughs in technologies such as
GPUs, low-latency interconnection networks for
clusters, and heterogeneous resource management, and
advance the development of ultra-large-scale
intelligent computing centers to meet the demands of
large model iterative training and inference.
Guidelines for the
Construction of National
Data Infrastructure
Accelerate the green development and coordinated
integration of diversified and heterogeneous
computing power, including general-purpose
computing power, intelligent computing power, and
supercomputing power.
Implementation Plan for the
Construction of Computing
Power Infrastructure in
Beijing (2024–2027)
For enterprises that provide intelligent computing
services based on the domestic GPUs, subsidies will
be granted in proportion to their investment amount,
with the aim of ensuring the secure and controllable
supply of intelligent computing resources.
Policies of the Beijing
Economic-Technological
Development Area for
Accelerating the
Establishment of an AI-
Native Industrial
Innovation Hub
For cloud service enterprises that procure products
from domestic intelligent computing chip companies
and make them available on the Computing Power
Scheduling Platform of the Economic-Technological
Development Area for external services, subsidies of
up to 10% will be granted on the portion of the
purchase contract relating to domestic intelligent
computing chip servers, with the total subsidy for
each project capped at RMB10 million.
Measures to Further Expand
the Application of Artificial
Intelligence in Shanghai
For projects deploying self-developed intelligent
computing facilities, construction support of up to
10% will be provided to accelerate the cultivation of
an autonomous AI ecosystem.
Market trends of China’s intelligent computing chips industry
Localization of intelligent computing chips. Under the U.S. export control, Chinese
firms face limitations in acquiring high-performance intelligent computing chips from overseas
suppliers, as well as in cooperating with partners outside Chinese Mainland for chip
manufacturing, such as foundries, assembling and test manufacturing service providers, IP and
EDA providers, among others. While these restrictions may pose short-term challenges to the
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overall supply of intelligent computing chips in China, they also present an opportunity for
China to develop a self-reliant intelligent computing chips industry. By upgrading technologies
and upscaling manufacturing capacities, China is witnessing the localization of both chip
design and manufacturing, a trend that is expected to shape the future of China’s intelligent
computing chips industry in the long run.
Increasing demand for end-to-end solutions. End-to-end intelligent computing chip
companies provide a comprehensive suite of products and services, including software
development platforms, NRE development, implementation and other services, in addition to
the delivery of hardware, which makes them a preferred choice for customers lacking AI
development capabilities. As intelligent computing chips are being democratized, there will be
an increasing number of customers that favor fast and practical deployment of ready-to-use,
end-to-end intelligent computing solutions.
Self-developed software ecosystem. Self-developed software ecosystem forms a strong
competitive barrier for intelligent computing chip companies, given that (i) they could
maximize the performance potential of the underlying hardware via re-configuration, (ii) they
build a vibrant and constantly enriching ecosystem with partners (such as customers, research
institutes and developers) and offer a large number of useful libraries, tools, frameworks, and
customized resources for particular applications, all of which would in turn attract more
developers and contributors. New entrants to the market would typically provide software that
is compatible with existing players. However, the continued development of their self-
developed ecosystems is expected to gradually reduce reliance on existing ones and enable
long-term substitution. It has become increasingly important and a long-term trend for Chinese
intelligent computing chips providers to build their own software ecosystem due to the reasons
mentioned above.
Heterogeneous computing. China is witnessing a growing need to pivot from the sole
reliance on imported intelligent computing chips to the wide embrace of domestic ones. In this
transitional phase, heterogeneous computing, such as heterogeneous GPU collaborative
training or inference, plays a crucial role by integrating different chips from different vendors
into a cohesive architecture that optimizes both performance and energy efficiency. This
approach not only facilitates a seamless migration from foreign dependency to indigenous
technology but also drives innovation, enabling China to meet the evolving demands of modern
applications while ensuring stability and continuity in its intelligence computing chips
ecosystem.
COMPETITIVE LANDSCAPE OF CHINA’S INTELLIGENT COMPUTING CHIPS
INDUSTRY
Ranking of China’s intelligent computing chips industry
China’s intelligent computing chips market is highly concentrated for top players. In
2024, the top two players combined account for a market share of 94.4%. The rest of the market
is relatively fragmented with over 15 scaled players, none of which captures a market share of
over 1.0%. Given the high entry barriers and limited production capacity in the intelligent
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computing chip industry, companies with stronger technological competitiveness are expected
to gradually capture a larger market share. The table below sets forth the ranking of China’s
intelligent computing chips market in terms of revenue generated in 2024, according to CIC.
Competitive landscape of China’s intelligent computing chips industry, 2024
Rank Company
Main type of
intelligent computing
chips
Market share, in
terms of revenue, %
1 Company A GPGPU 76.2%
2 Company B ASIC 18.2%
Source: annual reports of public companies, CIC
Notes:
a. Company A is a GPU company headquartered in the United States and founded in 1993. It is a listed
company on NASDAQ.
b. Company B is a semiconductor and device design company headquartered in China and founded in
2004. It is a subsidiary of an ICT infrastructure and smart devices company. It is an unlisted company.
China’s GPGPU market reflects a similar competitive landscape, with the top two players
holding the market share of 98.0% in 2024, out of a total of less than 10 scaled players in the
market. The table below sets forth the ranking of China’s GPGPU market in terms of revenue
generated in 2024, according to CIC.
Competitive landscape of China’s GPGPU industry, 2024
Rank Company
Market share, in
terms of revenue, %
1 Company A 97.6%
2 Company C 0.4%
Source: annual reports of public companies, CIC
Notes:
a. Company C is a high performance and adaptive computing company headquartered in the United States
and founded in 1969. It is a listed company on NASDAQ.
In 2024, Biren held a market share of 0.16% in China’s intelligent computing chips
market and 0.20% in the GPGPU market in terms of revenue. Looking ahead, China’s
intelligent computing chips market is expected to reach US$50.4 billion in 2025, with the
GPGPU market accounting for US$40.9 billion, according to CIC, and Biren is expected to
capture a market share of approximately 0.19% in China’s intelligent computing chips market
and approximately 0.23% in China’s GPGPU market, respectively. Furthermore, Chinese
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players are expected to capture a larger combined market share in the future from
approximately 20% in 2024 to approximately 60% in 2029, given the growing competitiveness
of their intelligent computing chips.
Entry barriers of the intelligent computing chips industry
Technical capabilities. Chip design capabilities are the key entry barrier for intelligent
computing chip companies. Such capabilities to develop and constantly iterate
high-performance, power-efficient and cost-effective products that are closely aligned with
customer needs can only be established through years of research and development and
technology accumulation in SoC engineering. New entrants with limited experience may
struggle to establish a competitive presence in the market.
Ecosystem. In addition to hardware, a well-developed software ecosystem, which
supports developers in optimizing chips’ performance for specific application scenarios, would
increase switching costs for developers and equip intelligent computing chips with an
indispensable entry barrier. Such an ecosystem not only provides software and tools to
developers, such as AI model frameworks, computing interfaces, libraries, programming
models and compilers, but also brings together the world’s best developers to communicate and
share their expertise, which in turn improves the quality and comprehensiveness of the
software and tools offered within the ecosystem. It takes significant time and effort to build and
cultivate such an ecosystem for intelligent computing chip companies, and thus new entrants
may find it especially challenging.
Customer relationships. Acquiring lighthouse customers and establishing stable
customer relationships is a key barrier to entry in the intelligent computing chips industry.
Customers of intelligent computing chips face high switching costs due to the difficulties and
time of technology integration, system adaptation and data migration. Additionally,
establishing long-term partnerships with lighthouse customers provides intelligent computing
chip companies with a pertinent understanding of customer needs, thereby gaining valuable
market insights. It is difficult for newcomers to accumulate customers and market insights in
such a highly competitive environment.
Talent pool and financial strength. The intelligent computing chips industry is highly
technology-intensive and requires many skilled professionals in both hardware and software
engineering to drive technology development and innovation. Because of the scarcity of such
professionals, intelligent computing chip companies that successfully attract and retain
technology talent are highly advantageous in the market. Additionally, intelligent computing
chips often require several years of development before commercialization, requiring
substantial up-front financial investment, which can be a significant barrier for new entrants.
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SOURCES OF INFORMATION
We commissioned China Insights Consultancy, an independent market research and
consulting firm, to provide an analysis of, and to produce a report (the “ CIC Report ”) on
global and China’s intelligent computing chips market. China Insights Consultancy, founded in
Hong Kong, provides professional services including, among others, industry consulting,
commercial due diligence and strategic consulting. We have agreed to pay a fee of
RMB800,000 to China Insights Consultancy in connection with the preparation of the CIC
Report. The report was prepared independent of the influence of us and other interested parties.
We have extracted certain information from the CIC Report in this section, as well as elsewhere
in this Prospectus, to provide our potential investors with a more comprehensive presentation
of the industry in which we operate.
During the preparation of the CIC Report, China Insights Consultancy performed both
primary and secondary research, and obtained knowledge, statistics, information on and
industry insights into global and China’s intelligent computing chips market. Primary research
involved interviewing key industry experts and leading industry participants. Secondary
research involved analyzing data from various publicly available data sources.
The market projections in the CIC report are based on the following assumptions: (i) the
global and China’s social, economic and political environment is expected to remain stable
during the forecast period; (ii) relevant key drivers are likely to drive the continued growth of
global and China’s intelligent computing chips market throughout the forecast period; and (iii)
there is no extreme force majeure or unforeseen industry regulation in which the industry may
be affected in either a dramatic or fundamental way. All forecasts in relation to market size are
based on the general economic conditions as of the Latest Practicable Date. The exchange rate
adopted is US$1=RMB7.189, which is the average exchange rate of 2024 according to the
official announcement by the National Bureau of Statistics.
The Directors and the Joint Sponsors have exercised reasonable care in selecting and
identifying the named information sources, compiling, extracting and reproducing the
information, confirm that to the best of their knowledge and belief, there are no material
omissions of the information. After making reasonable inquiries, our Directors confirm that, to
the best of their knowledge, there has been no detrimental change in the market information
demonstrated in the CIC Report since the date of the report that may qualify, contradict or have
an impact on the information in this prospectus.
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Information disclosed in this section is relevant PRC laws, regulations and
regulatory documents in effect which have a significant impact on our operations in the
PRC as of the date of this Prospectus (hereinafter referred to as “PRC Laws”), which
are subject to change in the future, but it does not include a detailed analysis of PRC
Laws related to our business activities and operations in the PRC, or serve as all PRC
Laws applicable to our operations in the PRC.
REGULATIONS AND POLICIES RELATING TO INTEGRATED CIRCUIT AND
INFORMATION INDUSTRY
The Outline for Promoting the Development of the National Integrated Circuit Industry
(), promulgated by the State Council on June 24, 2014
and came into effect on the same date, states that the development goal of the integrated circuit
industry is to reach an advanced international standard in the major links of the integrated
circuit industry chain by 2030, with a number of enterprises entering the international first tier
and achieving leapfrog development. The main tasks and development priorities are to focus
on the development of integrated circuit design industry, accelerate the development of the
integrated circuit manufacturing industry, enhance the development level of the advanced
packaging and testing industry, and make breakthroughs in the key equipments and materials
for integrated circuits.
The National Catalogue for Guidance on Industrial Restructuring (2024 V ersion) ( ପุ
ኬͦ፽(2024 ϋ͉)), promulgated by the NDRC which was most recently
amended on December 27, 2023 and came into effect on February 1, 2024, categorizes the
integrated circuit design, artificial intelligence chip, big data, cloud computing, software and
information technology service industries under the encouraged category.
The Outline of the Plan for the Integrated Development of the Y angtze River Delta Region
(), which was issued by the Central Committee of the
Chinese Communist Party and the State Council on December 1, 2019 and became effective on
the same date, focuses on the ten key areas, among which is the integrated circuits, and calls
for accelerating the development of the integrated circuits industry chain, and the cultivation
a number of leading enterprises with international competitiveness.
To conscientiously implement the Outline of the Plan for the Integrated Development of
the Y angtze River Delta Region, the Ministry of Science and Technology and other six
ministries and commissions jointly promulgated the Program for the Construction of the G60
Science and Technology Corridor in the Y angtze River Delta (ɧԉG60ண˙
)( “G60 Program ”) on October 27, 2020. According to the G60 Program, the construction
of Science and Technology Corridor in the Y angtze River Delta should adhere to the
combination of market mechanism-led and industrial policy guidance, which shall jointly
prepare the development plan of advanced manufacturing industry, the strengthen of the
synergistic and staggered development of regional advantageous industries around several
industries, among which is the integrated circuits, the advancement of the upgrading of the
industrial structure, the construction of a number of national strategic emerging industry bases
with global competitiveness, and the cultivation of a number of leading enterprises with
international competitiveness in the key fields.
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The Several Policies to Promote the High-quality Development of the IC Industry and the
Software Sectors in the New Era (݁
ഄ), promulgated by the State Council on July 27, 2020 and came into effect on the same
date, launches a series of supporting policies in aspects of fiscal and taxation, investment and
financing, research and development, import and export, talent, intellectual property rights,
market application and international cooperation, to optimize the development environment of
the integrated circuit industry and software sectors, deepen international cooperation in the
industry, and enhance the industrial innovation capability and development quality.
The Outline of the 14th Five-Y ear Plan for National Economic and Social Development
of the People’s Republic of China and Outlines of Objectives in Perspective of the Y ear
2035 (ʞϋ஝ྌձ2035),
promulgated by the National People’s Congress on March 11, 2021 and came into effect on the
same date, points out the focus of key areas including high-end chips, operating systems, key
artificial intelligence algorithms, sensors, and the PRC shall speed up technology R&D, and
make breakthroughs in basic theories, basic algorithms, and equipment materials.
The Notice by the MOFCOM of Issuing the Plan for Development by Utilizing Foreign
Investment during the “14th Five-Y ear Plan” Period (Ι೯<“ɤ̬ʞ”л̮͜༟೯
஝ྌ>) promulgated by the MOFCOM on October 12, 2021 and came into effect on
the same date, proposes to optimize the domestic reinvestment support policies of foreign-
invested enterprises during the “14th Five-Y ear Plan” period, encourage the reinvestment of
profits of foreign-invested enterprises, and support foreign-invested enterprises to further
improve the layout of the industrial chain through domestic reinvestment and invest in key
links of high-end and high-tech industries such as artificial intelligence, advanced materials,
integrated circuits and biomedicine. The notice further proposes to guide foreign investment in
industries such as integrated circuits, digital economy, new materials and R&D, and to promote
the agglomeration and development of foreign investment in high-end and high-tech industries.
The Notice of “14th Five-Y ear Plan” for the Development of Digital Economy ( “ɤ̬
ʞ”), promulgated by the State Council on December 12, 2021 and
came into effect on the same date, specifies that during the “14th Five-Y ear Plan” period, the
promotion of digital industrialization should be accelerated. Strategic and forward-looking
fields such as integrated circuits, key software, and artificial intelligence should be focused on,
the basic research and development capabilities of digital technology should be improved, and
the engineering and industrialization of innovative technologies should be accelerated. Key
and core technologies in the fields of high-end chips, operating systems, industrial software,
core algorithms and frameworks should be broken through, and the integrated research and
development of general-purpose processors, cloud computing systems, and key software
technologies should be strengthened. In addition, the competitiveness of key links in the
industrial chain should be improved, and the supply chain systems of key industries such as 5G,
integrated circuits, new energy vehicles, artificial intelligence, and industrial Internet should
be improved.
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The Action Plan for Steadily Advancing High-level Opening up and Making Greater
Efforts to Attract and Utilize Foreign Investment (іˏձ
), promulgated by the General Office of the State Council on February 28,
2024 and came into effect on the same date, states that all restrictions on foreign investment
in the manufacturing industry will be removed comprehensively, and opening-up of the
telecommunications, medical care and other fields will be continuously promoted. Foreign
investment projects in the fields of integrated circuits, biomedicine, and high-end equipment
will be actively supported in being included in the list of major and key foreign investment
projects, and are allowed to enjoy corresponding supporting policies.
REGULATIONS ON FOREIGN INVESTMENT
The establishment, operation and management of companies in the PRC are mainly
governed by the Company Law of the PRC (), (“ PRC Company
Law”), which was promulgated by the SCNPC on December 29, 1993 and came into effect on
July 1, 1994. The PRC Company Law was amended on December 25, 1999, August 28, 2004,
October 27, 2005, December 28, 2013, October 26, 2018, and December 29, 2023 respectively.
The latest revised PRC Company Law came into effect on July 1, 2024. The currently effective
PRC Company Law applies to both PRC domestic companies and foreign-invested companies.
The investment activities in the PRC conducted by foreign investors are also governed by the
Foreign Investment Law of the PRC ()( “ Foreign Investment
Law”), which was approved by the National People’s Congress on March 15, 2019, along with
the Implementing Rules of the PRC Foreign Investment Law (ྼ
ૢԷ)( “ Implementing Rules of Foreign Investment Law ”) promulgated by the State
Council on December 26, 2019, and the Interpretations of the Supreme People’s Court on
Several Issues Concerning the Application of the Foreign Investment Law of the PRC ( ௰৷
ቇ͜<ج>༆ᙑ)( “ Foreign Investment
Law Interpretation ”) promulgated by the Supreme People’s Court on December 26, 2019, all
of which took effect on January 1, 2020. The Foreign Investment Law and its implementing
rules replaced three major previous laws on foreign investments in the PRC, namely, the PRC
Sino-foreign Equity Joint V enture Law (), the PRC
Sino-foreign Cooperative Joint V enture Law () and
the PRC Wholly Foreign-owned Enterprise Law (), together
with their respective implementing rules.
Pursuant to the Foreign Investment Law, “foreign investments” refer to investment
activities conducted by foreign investors (including foreign natural persons, foreign enterprises
or other foreign organizations) directly or indirectly in the PRC, which include any of the
following circumstances: (i) foreign investors setting up foreign-invested enterprises in the
PRC solely or jointly with other investors, (ii) foreign investors obtaining shares, equity
interests, property portions or other similar rights and interests of enterprises within the PRC,
(iii) foreign investors investing in new projects in the PRC solely or jointly with other
investors, and (iv) investment in other methods as specified in laws, administrative regulations,
or as stipulated by the State Council. The Implementing Rules of Foreign Investment Law
introduce a see-through principle and further provide that foreign-invested enterprises that
invest in the PRC shall also be governed by the Foreign Investment Law and its implementing
rules.
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The Foreign Investment Law and the Implementing Rules of Foreign Investment Law
provide that a system of pre-entry national treatment and negative list shall be applied to the
administration of foreign investment, where “pre-entry national treatment” means that the
treatment given to foreign investors and their investments at market access stage shall be no
less favorable than that given to domestic investors and their investments except for the foreign
investments in the “restricted” or “prohibited” fields or industries, and “negative list” means
the special administrative measures for foreign investment’s access to the foregoing
“restricted” or “prohibited” fields or industries, which will be proposed by the competent
investment department of the State Council in conjunction with the competent commerce
department of the State Council and other relevant departments, and be reported to the State
Council for promulgation, or be promulgated by the competent investment department or
competent commerce department of the State Council after being reported to the State Council
for approval. Foreign investment beyond the negative list will be granted national treatment.
Foreign investors shall not invest in the prohibited fields as specified in the negative list, and
foreign investors who invest in the restricted fields shall comply with the special requirements
on the shareholding, senior management personnel or other requirements. In the meantime,
relevant competent government departments have formulated a catalogue of industries for
which foreign investments are encouraged according to the needs for national economic and
social development, to list the specific industries, fields and regions 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)), as
promulgated on September 6, 2024 by the NDRC and MOFCOM and became effective on
November 1, 2024, and the Encouraged Industry Catalogue for Foreign Investment (2022
version) ( ོᎸ̮ਠҳ༟ପุͦ፽(2022و)), as promulgated by the NDRC and the
MOFCOM on October 26, 2022 and became effective on January 1, 2023. These two
catalogues lay out the basic framework for foreign investment in the PRC, classifying
businesses into three categories with regard to foreign investment: “encouraged”, “restricted”,
and “prohibited.” Industries not listed in the three catalogues are generally deemed as falling
into a fourth category, “permitted” for foreign investment unless specifically restricted by other
PRC laws and regulations. According to the Encouraged Industry Catalogue for Foreign
Investment (2022 version), industry of integrated circuit design is categorized under the
encouraged category.
According to the Foreign Investment Law and the Implementing Rules of Foreign
Investment Law, the registration of foreign-invested enterprises shall be handled by the SAMR
or its authorized local counterparts. Where a foreign investor invests in an industry or field
subject to licensing in accordance with laws, the relevant competent government department
responsible for granting such license shall review the license application by the foreign
investor in accordance with the same conditions and procedures applicable to PRC domestic
investors unless it is stipulated otherwise by the laws and administrative regulations, and the
competent government department shall not impose discriminatory requirements on the foreign
investor in terms of licensing conditions, application materials, reviewing steps and deadlines,
etc. However, the relevant competent government departments shall not grant any license or
permit enterprise registration if the foreign investor intends to invest in the industries or fields
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as specified in the negative list without satisfying the relevant requirements. In the event that
a foreign investor invests in a prohibited field or industry as specified in the negative list, the
relevant competent government department shall order the foreign investor to stop the
investment activities, dispose of the shares or assets or take other necessary measures within
a specified time limit, and restore to the status prior to the occurrence of the aforesaid
investment, and the illegal gains, if any, shall be confiscated. If the investment activities
conducted by a foreign investor violate the special administration measures for access
restrictions on foreign investments as stipulated in the negative list, the relevant competent
government department shall order the investor to make corrections within the specified time
limit and take necessary measures to meet the relevant requirements. If the foreign investor
fails to make such corrections within the specified time limit, the aforesaid legal consequences
regarding the circumstance that a foreign investor invests in the prohibited field or industry
shall also apply to such violation.
The Foreign Investment Law Interpretation provides guidance on questions relating to the
effectiveness and enforceability of foreign investment related agreements, such as shareholder
agreements, share transfer agreements, and project contracts that may arise under the negative
list system for administration of foreign investment, according to which, investment
agreements relating to foreign investment in violation of the negative list management system
may be void.
Pursuant to the Foreign Investment Law and the Implementing Rules of Foreign
Investment Law, and the Information Reporting Measures for Foreign Investment ( ̮ਠҳ༟
) jointly promulgated by the MOFCOM and the SAMR, which took effect on
January 1, 2020, a foreign investment information reporting system shall be established and
foreign investors or foreign-invested enterprises shall report investment information to
competent commerce departments of the government through the enterprise registration system
and the enterprise credit information publicity system, and the administration for market
regulation shall forward the above investment information to the competent commerce
departments in a timely manner. In addition, the MOFCOM shall set up a foreign investment
information reporting system to receive and handle the investment information and inter-
departmentally share information forwarded by the administration for market regulation in a
timely manner. The foreign investors or foreign-invested enterprises shall report the investment
information by submitting initial reports, change reports, deregistration reports and annual
reports, etc.
In terms of any foreign investment that affects or may affect national security, the security
review shall be conducted in accordance with the Measures for the Security Review of Foreign
Investment () promulgated by the NDRC and the MOFCOM on
December 19, 2020, which became effective on January 18, 2021. Pursuant to the Measures for
the Security Review of Foreign Investment, the Office of the Foreign Investment Security
Review Working Mechanism (“ Office of Working Mechanism ”), was established to be
responsible for the routine work in relation to the security review of foreign investment. In
addition, in respect of foreign investments in military, national defense-related areas or in
locations in proximity to military facilities, or foreign investments that would result in
acquiring the actual control of enterprises in certain key sectors, such as critical agricultural
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products, critical energy and resources, critical equipment manufacturing, critical
infrastructure, critical transport services, critical cultural products and services, critical
information technology, critical internet products and services, critical financial services and
critical technology sectors, the foreign investor or the relevant party in the PRC in relation to
the foregoing foreign investments is required to proactively report to the Office of Working
Mechanism in advance and shall not proceed the foreign investments until the Office of
Working Mechanism decides whether to initiate the security review. “Actual control” exists
where the foreign investor (i) holds no less than 50% equity interests in the target enterprise;
(ii) holds voting rights that can materially impact on the resolutions of the board of directors
or shareholders meeting of the target enterprise even when it holds less than 50% equity
interests in the target enterprise; or (iii) has material impact on target enterprise’s business
decisions, human resources, accounting and technology, etc. Violation of the reporting
requirements may subject to the order of reporting within a specified period, and, if the
aforesaid parties refuse to report, the order of disposition of equities or assets or adoption of
any other necessary measures to restore the status before the foreign investments were made
and eliminate the effect on national security.
REGULATIONS ON INTELLECTUAL PROPERTY RIGHTS
Patent
Pursuant to the Patent Law of the PRC ()( “ Patent Law ”)
promulgated by the SCNPC on March 12, 1984, which was most recently amended on October
17, 2020 and came into effect on June 1, 2021, and the Implementation Rules of the Patent Law
of the PRC ()( “ Implementation Rules of the Patent
Law”) promulgated by the State Council on June 15, 2001, which was most recently amended
on December 11, 2023 and came into effect on January 20, 2024, the patent administrative
department of the State Council, namely China National Intellectual Property Administration
(ᗆପᛆ҅) is responsible for administering patents in the PRC. The patent
administration departments of provincial or autonomous regions or municipal governments are
responsible for administering patents within their respective jurisdictions. The Patent Law and
the Implementation Rules of the Patent Law provide three types of patents, “invention”, “utility
model” and “design”. Invention patents are valid for twenty years, while design patents are
valid for fifteen years and utility model patents are valid for ten years, from the date of filling
application. In accordance with the Measures for the Filing of Patent Licensing Agreement
(), which was issued by on June 27, 2011, and came into effect
on August 1, 2011, China National Intellectual Property Administration is responsible for the
filing of patent licensing agreements nationwide. The parties concerned shall complete filing
within three months from the effective date of such patent licensing agreement. The PRC patent
system follows “first come, first file” principle, which means that where more than one person
file patent applications for the same invention, the patent will be granted to the person who
files the application first. To be patentable, invention or utility models must meet three criteria:
novelty, non-obviousness and utility. A third party must procure consent or proper licensing
from the patent owner to use the patent. Otherwise, the use constitutes infringement of the
patent.
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Trademark
In accordance with the Trademark Law of the PRC ()
(“Trademark Law ”) which was promulgated by the SCNPC on August 23, 1982, and was most
recently amended on April 23, 2019 and came into effect on November 1, 2019, and the
Implementation Regulations for the Trademark Law of the PRC (ྼ
ૢԷ) which was promulgated by the State Council on August 3, 2002, and was amended
on April 29, 2014 and came into effect on May 1, 2014, registered trademarks in the PRC
include commodity trademarks, service trademarks, collective trademarks and certification
trademarks.
The Trademark Office of China National Intellectual Property Administration
(“Trademark Office ”) is responsible for the registration and administration of trademarks
throughout the PRC and grants a term of ten years to registered trademarks. Trademarks are
renewable every ten years where a registered trademark needs to be used after the expiration
of its validity term. A registration renewal application shall be filed within twelve months prior
to the expiration of the term. A trademark registrant may license its registered trademark to
another party by entering into a trademark licensing agreement. Trademark licensing
agreements must be filed with the Trademark Office. The licensor shall supervise the quality
of the commodities on which the trademark is used, and the licensee shall guarantee the quality
of such commodities. The Trademark Law follows a “first come, first file” principle with
respect to trademark registration. Where trademark for which a registration application has
been made is identical or similar to another trademark which has already been registered or
been subject to a preliminary examination and approval for use on the same kind of or similar
commodities or services, the application for registration of such trademark may be rejected.
Any person applying for the registration of a trademark may not prejudice the existing right
first obtained by others, nor may any person register in advance a trademark that has already
been used by another party and has already gained a “sufficient degree of reputation” through
such party’s use.
Copyright
In accordance with the Copyright Law of the PRC () which
was promulgated by the SCNPC on September 7, 1990, and was most recently amended on
November 11, 2020 and came into effect on June 1, 2021, and the Implementation Regulations
of the PRC Copyright Law (ૢԷ) promulgated by the State
Council on August 2, 2002, last amended on January 30, 2013 and came into effect on March
1, 2013, Chinese citizens, legal persons, or other organizations shall, whether published or not,
be entitled to copyrights in their works, which include, among others, works of literature, art,
natural science, social science, engineering technology and computer software.
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Designs of Integrated Circuits Layout
According to the Regulations on the Protection of Integrated Circuit Layout Designs
(ᚐૢԷ)( “ Regulations on the Protection ”) promulgated by the
State Council on April 2, 2001 and came into effect on October 1, 2001, the owner of an
integrated circuit layout design has exclusive rights to the design in accordance with the
provisions of the Regulations on the Protection. The exclusive rights to the layout designs arise
upon registration with the intellectual property administration department of the State Council,
and layout designs that have not been registered are not protected by the Regulations on the
Protection. The protection period for the exclusive rights of a layout design is 10 years, starting
from the date of application for registration of the design or from the date of putting it into
commercial exploitation anywhere in the world for the first time, whichever is earlier.
However, regardless of whether or not a layout design is registered or commercially used, it
is no longer protected by the Regulations on the Protection 15 years after the date of
completion of the layout design.
Computer Software
The Regulations on the Protection of Computer Software (ᚐૢԷ)
promulgated by the State Council on December 20, 2001, which was most recently amended
on January 30, 2013 and came into effect on March 1, 2013, provide that the PRC citizen, legal
person or other organization is entitled to the copyright of the software that such person, entity
or organization develops, whether the software is released publicly or not. A software copyright
holder is entitled to right of publication, right of acknowledgement, right of alteration, right of
reproduction, right of distribution, right of leasing, right of dissemination, right of translation,
and other rights to which a software copyright holder is entitled.
The Computer Software Copyright Registration Measures (ၑዚழ΁ഹЪᛆ೮া፬
), promulgated by the National Copyright Administration (ᛆ҅) on February 20,
2002 and last amended on June 18, 2004, regulate registrations of software copyrights,
exclusive licensing contracts for software copyrights and assignment agreements. The National
Copyright Administration administers software copyrights registration, and China Copyright
Protection Center (ᚐʕː) is designated as the software registration authority.
China Copyright Protection Center grants registration certificates to the computer software
copyrights applicants which meet the relevant requirements.
Domain Name
In accordance with the Administrative Measures on Internet Domain Names ( ʝᑌၣਹ
) which was promulgated by the MIIT on August 24, 2017 and came into effect
on November 1, 2017, domain name registrations are handled through domain name service
agencies established under the relevant regulations, and applicants become domain name
holders upon successful registration. Domain name registration follows a “first come, first file”
principle as well. The Notice of the Ministry of Industry and Information Technology on
Regulating the Use of Domain Names in Internet Information Services (ʷ௅ᗫ
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), which was promulgated by the MIIT on November
27, 2017 and came into effect on January 1, 2018, stipulates the obligations of internet
information service providers and other entities to combat terrorism and maintain network
security.
REGULATIONS ON PRODUCT QUALITY
According to the Product Quality Law of the PRC ()
promulgated by the SCNPC on February 22, 1993 and last amended on December 29, 2018, 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 may also be confiscated, and in severe cases, an offender’s business license may
be revoked.
REGULATIONS ON IMPORT AND EXPORT
The Foreign Trade Law of the PRC () was promulgated
by the SCNPC on May 12, 1994, which was most recently amended on December 30, 2022 and
came into effect on the same date. Before December 30, 2022, any foreign trade business
operator engaged in the import and export of goods or technologies must go through the record
filing and registration formalities with the MOFCOM (formerly known as the Ministry of
Foreign Trade and Commerce) or the agency entrusted by the MOFCOM, however, according
to the latest amendment, such record filing and registration formalities are no longer required
from December 30, 2022.
Pursuant to the Customs Law of the PRC () adopted by the
SCNPC on January 22, 1987, which was most recently amended on April 29, 2021 and came
into effect on the same date, the General Administration of Customs of the PRC (“ GACC ”) is
the state’s entry and exit customs supervision and administration authority. According to the
relevant laws and administrative regulations, the Customs supervises 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 counters smuggling, compiles
customs statistics and handles other customs operations. Customs declaration entities refer to
the consignees and consignors of import and export goods and customs declaration enterprises
recorded with the customs. The consignee or the consignor of imports or exports may complete
the declaration formalities for inspection on its own or by entrusting a declaration agency
enterprise to complete the declaration formalities for inspection and complete the filing
formalities with the immigration inspection and quarantine authorities in accordance with the
law.
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According to the Provisions on the Administration of Recordation of Customs Declaration
Entities of the PRC () promulgated by the
GACC on November 19, 2021 and came into effect on January 1, 2022, customs declaration
entities mean 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; 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 by the Department of Enterprise Management and
Audit-Based Control of the General Administration of Customs of Matters Concerning the
Recordation of the Consignees and Consignors of Imported and Exported Goods, promulgated
on January 3, 2023 and took effect on the same day, a consignee or consignor of imported or
exported goods who applies for recordation shall be qualified as a market entity and is not
required to complete such filing formalities for foreign trade business operators.
According to Regulations on Administration of Technology Import and Export of the PRC
(ʕശɛ͏΍ձ਷Ҧஔආ̈ɹ၍ଣૢԷ) promulgated by the State Council on December
10, 2001, which was most recently amended on November 29, 2020 and came into effect on
the same date, technology import and export is defined to include patent assignment, transfer
of patent application rights, patent licensing, transfer of tech secrets, technical services and
other forms of technology transfer. Technology falling under the catalog of prohibited import
or export technology shall not be imported or exported. Technology falling under the catalog
of restricted import or export technology shall be subject to licensing administration and shall
not be imported without obtaining the license from competent foreign economic and trade
authority. Technology which does not fall under the above two catalogs can be freely imported
or exported but shall be subject to contract registration administration by foreign economic and
trade authority.
REGULATIONS ON TAXATION
Taxation of Security Holders
The taxation of income and capital gains of holders of H Shares is subject to the laws and
practices of the PRC and of jurisdictions in which holders of H Shares are resident or otherwise
subject to tax. The following summary of certain relevant taxation provisions is based on
current effective PRC laws and practices and no predictions are made about changes or
adjustments to relevant laws or policies, and no comments or suggestions will be made
accordingly. 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 adviser regarding the tax consequences of an investment in H
Shares. The discussion is based upon current PRC laws and relevant interpretations in effect
as of the date of this Prospectus, all of which are subject to change or adjustment. Prospective
investors are urged to consult their financial adviser regarding the PRC and other tax
consequences of owning and disposing of H Shares.
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Taxation on dividends
Individual investors
Pursuant to the Individual Income Tax Law of the PRC (੻೼
), which was last amended on August 31, 2018 by the SCNPC and came into effect on
January 1, 2019, and the Regulations on Implementation of the Individual Income Tax Law of
the PRC (ૢԷ), which were last amended on December
18, 2018 by the State Council and came into effect on January 1, 2019, dividends paid by PRC
enterprises are subject to an individual income tax levied at a flat rate of 20%. For a foreign
individual who is not a resident of the PRC, the receipt of dividends from an enterprise in the
PRC is normally subject to an individual income tax of 20% unless specifically exempted by
the tax authority of the State Council or reduced by an applicable tax treaty. In accordance with
the Circular on Certain Issues Concerning the Policies of Individual Income Tax (Cai Shui Zi
[1994] No. 020) ((ৌ೼ο[1994]020 ໮)) promulgated
by the Ministry of Finance and the State Administration of Taxation (“ SAT”) on May 13, 1994
and effective from the same day, overseas individuals are, as an interim measure, exempted
from the individual income tax for dividends or bonuses received from foreign-invested
enterprises. According to the Notice of the State Council on Approving and Relaying the
Several Opinions of the National Development and Reform Commission and Other
Departments on Deepening Reform of the Income Distribution System (ҷ
) issued by the State Council on
February 3, 2013, overseas individuals are no longer exempted from the individual income tax
for dividends or bonuses received from foreign-invested enterprises, which is, however, not
specified in the subsequent Individual Income Tax Law of the PRC and relevant tax
regulations.
Enterprise investors
According to the EIT Law, and the Implementation Rule for the Enterprise Income Tax
Law of the PRC (ૢԷ) enacted on December 6, 2007
by the State Council and became effective on January 1, 2008, and last amended on December
6, 2024, a non-resident enterprise is generally subject to a 10% enterprise income tax on
PRC-sourced income (including dividends received from a PRC resident enterprise that issues
shares in Hong Kong (China)), if such non-resident enterprise does not have an establishment
or premise in the PRC or has an establishment or premise in the PRC but its PRC-sourced
income has no real connection with such establishment or premise. The aforesaid income tax
payable for non-resident enterprises is deducted at source, where the payer of the income is
required to withhold the income tax from the amount to be paid to the non-resident enterprise
on each payment or when it is payable on due date. The withholding tax may be reduced
pursuant to applicable treaties or agreements on avoidance of double taxation.
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The Notice on the Issues Concerning Withholding the Enterprise Income Tax on the
Dividends Paid by Chinese Resident Enterprises to H-Share Holders Which Are Overseas
Non-resident Enterprises (Guo Shui Han [2008] No. 897) (͏ΆุΣྤ̮Hڢٰ
(਷೼Ռ[2008]897 ໮)), which
was issued and implemented by the SA T on November 6, 2008, further clarifies that a
PRC-resident enterprise must withhold enterprise income tax at a rate of 10% on the dividends
of 2008 and onwards that it distributes to overseas non-resident enterprise shareholders of H
Shares. In addition, the Response to Questions on Levying Enterprise Income Tax on Dividends
Derived by Non-resident Enterprise from Holding Stock such as B Shares (Guo Shui Han
[2009] No. 394) (͏Άุ՟੻Bҭᔧ(ৌ೼Ռ
[2009]394 ໮)), which was issued by the SA T and came into effect on July 24, 2009, further
provides that any PRC-resident enterprise whose shares are listed on overseas stock exchanges
must withhold and remit enterprise income tax at a rate of 10% on dividends of 2008 and
onwards that it distributes to non-resident enterprises. Such tax rates may be further modified
pursuant to the tax treaty or agreement that the PRC has entered into with a relevant
jurisdiction, where applicable.
Pursuant to the Arrangement between the Mainland and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income (ᅄ೼
τર)( “ Arrangement ”), which was signed between the SA T and the Hong
Kong Special Administrative Region Government on August 21, 2006, the PRC Government
may levy taxes on the dividends paid by a PRC company to Hong Kong (China) residents
(including resident individual and resident entities) in an amount not exceeding 10% of the
total dividends payable by the PRC company unless a Hong Kong (China) resident directly
holds 25% or more of the equity interest in the PRC company, then such tax shall not exceed
5% of the total dividends payable by the PRC company. The Fifth Protocol to the Arrangement
between the Mainland and the Hong Kong Special Administrative Region for the Avoidance of
Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income ( <
τર>), which
came into effect on December 6, 2019, provided a criteria for the qualification of entitlement
to enjoy treaty benefits. Although there may be other provisions under the Arrangement, the
treaty benefits under the criteria shall not be granted in the circumstance where relevant gains,
after taking into account all relevant facts and conditions, are reasonably deemed to be one of
the main purposes for the arrangement or transactions which will bring any direct or indirect
benefits under this Arrangement, except when the grant of benefits under such circumstance is
consistent with relevant objective and goal under the Arrangement. The application of the
dividend clause of tax agreements is subject to the requirements of PRC tax laws and
regulations, such as the Notice of the SA T on the Issues Concerning the Application of the
Dividend Clauses of Tax Agreements (Guo Shui Han [2009] No. 81) (ੂ
(਷೼Ռ[2009]81 ໮)).
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Tax Treaties
Non-PRC resident investors residing in jurisdictions which have entered into treaties or
adjustments for the avoidance of double taxation with the PRC might be entitled to a reduction
of the PRC enterprise income tax imposed on the dividends received from PRC enterprises. The
PRC currently has entered into Avoidance of Double Taxation Treaties or Arrangements with
a number of countries and regions including Hong Kong (China), Macau (China), Australia,
Canada, France, Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom
and the United States. Non-PRC resident enterprises entitled to preferential tax rates in
accordance with the relevant taxation treaties or arrangements are required to apply to the PRC
tax authorities for a refund of the enterprise income tax in excess of the agreed tax rate, and
the refund application is subject to approval by the PRC tax authorities.
Taxation on share transfer
Income Tax
Individual investor
According to the Individual Income Tax Law of the PRC and its implementation rules, the
proceeds from the sale of equity interests in PRC-resident enterprise are subject to income tax
at a tax rate of 20%.
According to the Notice Concerning Continuing Temporary Exemption From Individual
Income Tax on The Income From Stocks Transfer (Cai Shui Zi [1998] No. 61) (ɛᔷ
(ৌ೼ο[1998]61 ໮)) promulgated by the MOF
and the SA T and became effective on March 30, 1998, since January 1, 1997, the individual
income tax levied on the individual income from transfer of stocks of listed companies will
continue to be temporarily exempted. In the newly revised Individual Income Tax Law of the
PRC, the SA T did not clearly stipulate whether to continue to exempt individuals from tax on
the income from transfer of stocks of listed companies.
Furthermore, the Notice of the SA T on Issues Concerning the Levy of Individual Income
Tax on Incomes from the Transfer of Restricted Shares of Listed Companies (Cai Shui [2009]
No. 167) ((ৌ೼[2009]167
໮)) jointly issued by the MOF, the SA T and the CSRC and implemented on January 1, 2010
stipulates that individuals’ income from the transfer of listed shares obtained from the public
offering of listed companies and transfer market on the Shanghai Stock Exchange and the
Shenzhen Stock Exchange shall continue to be exempted from the individual income tax,
except for the relevant restricted shares as defined in the Supplementary Notice Concerning the
Levy of Individual Income Tax on Incomes from the Transfer of Restricted Shares of Listed
Companies (Cai Shui [2010] No. 70) (੻೼Ϟ
(ৌ೼[2010]70 ໮)) jointly issued by these departments and implemented
on November 10, 2010. As of the Latest Practicable Date, the aforementioned provisions did
not specify whether to impose the individual income tax on the income from the transfer of
shares of PRC-resident enterprise listed on overseas stock exchanges (such as the Hong Kong
Stock Exchange) by non-PRC resident individuals.
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Enterprise investors
In accordance with the EIT Law and its implementation rules, a non-resident enterprise
that has not established an establishment or premises in the PRC or it has established an
establishment and premises but the income received has no actual connection with the
establishment and premises, it shall pay an enterprise income tax at a rate of 10% for the
income arising within the PRC (including the income from sale of equity interests of
PRC-resident enterprise). The aforesaid income tax payable for non-resident enterprises is
deducted at source, where the payer of the income is required to withhold the income tax from
the amount to be paid to the non-resident enterprise on each payment or when it is payable on
due date. The withholding tax may be reduced pursuant to applicable treaties or agreements on
avoidance of double taxation.
V alue-Added Tax
Pursuant to the Notice on the Full Implementation of Pilot Program for Transition from
Business Tax to V alue-added Tax (Cai Shui [2016] No. 36) (࠽
 (ৌ೼[2016]36 ໮)), effective from May 1, 2016, entities and individuals
engaged in sales of services within the PRC shall be subject to V A T and sales of services within
the PRC refers to the situation where either the seller or the buyer of a taxable service is located
within the PRC. The notice also provides that transfer of financial products, including transfer
of the ownership of marketable securities, shall be subject to V A T at 6% on the taxable income
(which is the balance of sales price upon deduction of purchase price), for a general or a
foreign V A T taxpayer. However, individuals are exempted from V A T upon transfer of financial
products provided in the third appendix of the notice, namely Provisions on the Transitional
Policies for the Pilot Collection of V alue-added Tax in Lieu of Business Tax ( ᐄุ೼ҷᅄᄣ
).
Stamp Duty
In accordance with the Stamp Tax Law of the People’s Republic of China ( ʕശɛ͏΍
) promulgated by the SCNPC on June 10, 2021 and came into effect on July 1,
2022, entities and individuals that issue taxable certificates and conduct securities transactions
within the territory of PRC, or entities and individuals who issue taxable certificates and
conduct securities transactions outside the territory of PRC to be used within the territory of
the PRC shall subject to stamp duty.
Estate Duty
As at the Latest Practicable Date, no estate duty is levied within the PRC.
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PRINCIPAL TAXATION OF OUR COMPANY IN THE PRC
Enterprise Income Tax
The EIT Law and its implementation rules are the principal law and regulation governing
enterprise income tax in the PRC. According to the EIT Law and its implementation rules,
enterprises are classified into resident enterprises and non-resident enterprises. Resident
enterprises refer to enterprises that are legally established in the PRC, or are established under
foreign laws but whose actual management bodies are located in the PRC. Non-resident
enterprises refer to enterprises that are legally established under foreign laws and have set up
institutions or sites in the PRC but with no actual management body in the PRC, or enterprises
that have not set up institutions or sites in the PRC but have derived incomes from the PRC.
A uniform income tax rate of 25% applies to all resident enterprises and non-resident
enterprises that have set up institutions or sites in the PRC to the extent that such incomes are
derived from their set-up institutions or sites in the PRC, or such income is obtained outside
the PRC but have an actual connection with the set-up institutions or sites. And non-resident
enterprises that have not set up institutions or sites in the PRC or have set up institutions or
sites but the incomes obtained by the said enterprises have no actual connection with the set-up
institutions or sites, shall pay enterprise income tax at the rate of 10% in relation to their
income sources from the PRC.
Value-Added Tax
The major PRC Law governing V A T are the Interim Regulations on V alue-added Tax of
the PRC (೼ᅲБૢԷ) issued on December 13, 1993 by the State
Council, and last revised and became effective on November 19, 2017, as well as the
Implementation Rules for the Interim Regulations on V alue-Added Tax of the PRC ( ʕശɛ
) issued on December 25, 1993 by the MOF, last revised
on October 28, 2011, and became effective on November 1, 2011, which provides that any
entities and individuals engaged in the sale of goods, supply of processing, repair and
replacement services, and import of goods within the territory of the PRC are taxpayers of V A T
and shall pay the V A T in accordance with the law and regulation. The rate of V A T for sale of
goods is 17% unless otherwise specified. With the V A T reforms in the PRC, the rate of V A T
has been changed several times. The MOF and the SA T issued the Notice of on Adjusting V A T
Rates (Cai Shui [2018] No. 32) ((ৌ೼[2018]32 ໮)) on April 4,
2018 to adjust the tax rates of 17% and 11% applicable to any taxpayer’s V A T taxable sale or
import of goods to 16% and 10%, respectively, and this adjustment became effect on May 1,
2018. Subsequently, the MOF, the SA T and the General Administration of Customs jointly
issued the Announcement on Relevant Policies for Deepening the V A T Reform (ଉʷᄣ
ʮѓ) on March 20, 2019 to make a further adjustment, which came into
effect on April 1, 2019. The tax rate of 16% applicable to the V A T taxable sale or import of
goods shall be adjusted to 13%, and the tax rate of 10% applicable thereto shall be adjusted to
9%. On December 25, 2024, the SCNPC promulgated the V alue-Added Tax Law of the PRC
(), which will become effective on January 1, 2026, and the
Interim Regulations on V alue-added Tax of the PRC will be abolished.
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REGULATIONS ON EMPLOYMENT AND SOCIAL WELFARE
Employment
The major PRC laws and regulations that govern employment relationship are the Labor
Law of the PRC () promulgated by the SCNPC on July 5, 1994,
which was most recently amended and came into effect on December 29, 2018, the Labor
Contract Law of the PRC () promulgated by the SCNPC on
June 29, 2007, which was last amended on December 28, 2012 and came into effect on July
1, 2013, and the Implementation Rules of the Labor Contract Law of the PRC ( ʕശɛ͏΍
ૢԷ) promulgated by the State Council on September 18, 2008 and
came into effect on the same date. Pursuant to the aforementioned laws and regulations, labor
relationships between employers and employees must be executed in written forms. These
series of laws and regulations set out specific provisions concerning the execution, the terms
and the termination of a labor contract, and the rights and obligations of the employees and
employers, respectively. Wages may not be lower than the local minimum wage level.
Employers must establish a system for labor safety and sanitation, strictly abide by state
standards and provide relevant training to their employees. At the time of hiring, the employers
shall truthfully inform the employees of the scope of work, working conditions, working place,
occupational hazards, work safety, salary, and other matters which the employees request to be
informed about.
According to the Notice on Issues relating to Confirmation of Labor Relationship ( ᗫ
) promulgated by the Ministry of Labor and Social Security
(ღ௅), which is the predecessor of the Ministry of Human Resources and Social
Security of the PRC (ღ௅)( “MOHRSS ”) on May 25, 2005
and came into effect on the same day, a labor relationship shall be deemed to be concluded
under the following circumstances, even if the employer does not enter into a written contract
with the worker, (i) the employer and the worker satisfy the requirements on eligibility
prescribed by the laws and regulations, (ii) the employer has, in accordance with the law,
formulated such labor regulations and requirements which apply to the worker; the worker is
subject to labor management by the employer and engages in remunerated labor work arranged
by the employer, and (iii) the labor provided by the worker is a component of the employer’s
business.
Employment of Foreigners and Hong Kong, Macao and Taiwan Residents
According to the Exit-Entry Administration Law of the PRC ( ʕശɛ͏΍ձ਷̈ྤɝྤ
), which was promulgated by the SCNPC on November 22, 1985, and was most
recently amended by on June 30, 2012 and became effective on July 1, 2013, foreigners who
work in the PRC shall obtain the work permit and the work-type residence permit in accordance
with regulations. Foreigners who have not obtained the work permit and the work-type
residence permit shall not be employed. Foreigners who have been employed in violation of the
regulations may be subject to fines of RMB5,000 to RMB20,000 and may be further subject
to detention for 5 to 15 days in severe circumstances. Employers who employ foreigners in
violation of the regulations may be subject to fines of RMB10,000 for each such foreigner
employed, but no more than RMB100,000 in aggregation, and may be further subject to
confiscation of illegal gains.
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According to the Administrative Provisions on Employment of Foreigners in the PRC
(), which was promulgated by the Department of Labor on
January 22, 1996, and was most recently amended by the MOHRSS and became effective on
March 13, 2017, to employee a foreigner, an employer shall apply for the work permit for the
foreigner, and the foreigner shall not be employed unless the employment is approved and the
foreigner obtains the work permit.
According to the Notice of the Ministry of Human Resources and Social Security on
Matters concerning the Employment of Hong Kong, Macao and Taiwan Residents in the
Mainland (͏ίʫή (ɽ௔)ஷ
), which was promulgated by the MOHRSS on August 23, 2018, and became effective on
the same date, from July 28, 2018, Hong Kong, Macao and Taiwan personnel no longer need
to apply for the work permit for such person’s employment in the Chinese Mainland .
Social Insurance and Housing Fund
Employers in the PRC are required to contribute, for and on behalf of their employees,
to a series of social insurance funds, including funds for pension, unemployment insurance,
medical insurance, work-related injury insurance, maternity insurance, and housing fund.
These payments are made to local administrative authorities and employers who fail to
contribute may be fined and be ordered to make up for the outstanding contributions. The
various laws and regulations that govern the employers’ obligations to contribute to the social
insurance funds include the Social Insurance Law of the PRC (ᎈ
), which was promulgated by the SCNPC on October 28, 2010, and was amended with
immediate effect on December 29, 2018, the Interim Regulations on the Collection and
Payment of Social Insurance Premiums (ᎈ൬ᅄᖮᅲБૢԷ), which was
promulgated by the State Council on January 22, 1999, and was amended with immediate effect
on March 24, 2019, the Regulations on Work-related Injury Insurance (ᎈૢԷ),
which was promulgated by the State Council on April 27, 2003, and was amended on December
20, 2010, and the Regulations on Management of the Housing Fund (၍ଣૢ
Է), which was promulgated by the State Council on April 3, 1999, and was most recently
amended with immediate effect on March 24, 2019. According to the Notice Concerning the
Safe and Orderly Collection and Administration of Social Insurance Premiums (ᖢѼϞ
) issued by the General Office of the SA T on
September 13, 2018, the tax authorities will collect all social insurance premiums uniformly
from January 1, 2019. Before the completion of the reform of the social insurance collection
agency, the relevant local authorities shall continuously optimize the payment service and
ensure the continuous improvement of the business environment and shall not organize and
carry out the previous year’s arrears check without permission.
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According to the Interim Measures for Participation in the Social Insurance System by
Foreigners Working within the Territory of the PRC (ᎈ
), which was promulgated by the MOHRSS on September 6, 2011, and was most
recently amended on December 23, 2024 and became effective on the same date, and the
Interim Measures for Participation in Social Insurance System by Hong Kong, Macao and
Taiwan Residents in the Mainland (͏ίʫή(ɽ௔)ᎈᅲБ፬
), which was promulgated by the MOHRSS and the National Healthcare Security
Administration on November 29, 2019 and became effective on January 1, 2020, employers
shall participate in the basic pension insurance for employees, basic medical insurance for
employees, work injury insurance, unemployment insurance, maternity insurance for
foreigners and Hong Kong, Macao and Taiwan residents employed by them.
On July 31, 2025, the Supreme People’s Court of the PRC has issued the Interpretation
II by the Supreme People’s Court of the PRC on Legal Issues in the Trial of Labor
Dispute Cases (༆ᙑ(ɚ) ) (the
“Interpretation II ”), which takes effect from September 1, 2025. Pursuant to the
Interpretation II, it is a statutory obligation on both the employers and employees to participate
in the social insurance. Any arrangement not to participate in social insurance, either by
unilateral undertaking or mutual agreement, is invalid. Further, the Interpretation II specifies
that if the employee terminates the labor contract on the grounds that the employer has failed
to make social insurance contributions as required by law, and claims economic compensation
from the employer, the People’s Court of the PRC shall uphold the claim.
REGULATIONS ON FOREIGN EXCHANGE ADMINISTRATION
The legal currency of the PRC is Renminbi, which is currently subject to foreign
exchange regulation and cannot be freely converted into foreign currency. The SAFE with the
authorization of the PBOC, is empowered with the functions of administering all matters
relating to foreign exchange, including the enforcement of foreign exchange regulations.
On January 29, 1996, the State Council promulgated the Regulations of the PRC Foreign
Exchange Administration ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ)( “ Foreign Exchange
Regulations ”) which became effective on April 1, 1996. The Foreign Exchange Regulations
classify all international payments and transfers into current items and capital items. Most of
the current items are no longer subject to SAFE’s approval, while capital items remain
unchanged. The Foreign Exchange Regulations were subsequently amended on January 14,
1997 and August 5, 2008. The latest amendment to the Foreign Exchange Regulations clearly
states that no restriction will be imposed on international current payments and transfers.
On June 20, 1996, the PBOC promulgated the Regulations for the Administration of
Settlement, Sale and Payment of Foreign Exchange (Yin Fa [1996] No. 210) ( ഐිeਯිʿ
(ვ೯[1996]210 ໮)), which abolished the then-remaining restrictions on
convertibility of foreign exchange under current items, while retaining the existing restrictions
on foreign exchange transactions under capital items.
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According to the Announcement on Improving the Reform of the Renminbi (the PBOC
Announcement [2005] No. 16) (ʮѓ(ʕ਷ɛ͏ვБ
ʮѓ[2005] ୋ16໮)), issued by the PBOC on July 21, 2005 and became effective on the same
date, the PRC began to implement a managed floating exchange rate system in which the
exchange rate would be determined based on market supply and demand and adjusted with
reference to a basket of currencies. As a result, the Renminbi exchange rate was no longer
pegged to the U.S. dollar. The PBOC would publish the closing price of the exchange rate of
the Renminbi against trading currencies such as the U.S. dollar in the interbank foreign
exchange market after the closing of the market on each working day, as the central parity of
the currency against Renminbi transactions on the following working day.
On August 5, 2008, the State Council promulgated the revised Foreign Exchange
Regulations, which have made substantial changes to the foreign exchange supervision system
of the PRC. First, the regulations have adopted an approach of balancing the inflow and
outflow of foreign exchange. Foreign exchange income received overseas can be repatriated or
deposited overseas, and foreign exchange and settlement funds under the capital account are
required to be used only for purposes as approved by the competent authorities and foreign
exchange administrative authorities; second, the regulations have improved the RMB exchange
rate floating system based on market supply and demand under management; third, in the event
that international balance of payment suffer or may suffer a material misbalance, or the
national economy encounters or may encounter a severe crisis, the State may adopt necessary
safeguard or control measures against international balance of payment; fourth, the regulations
have enhanced the supervision and administration of foreign exchange transactions and grant
extensive authorities to SAFE to enhance its supervisory and administrative powers.
According to the relevant laws and regulations in the PRC, PRC enterprises which need
foreign exchange for current item transactions may, without the approval of the foreign
exchange administrative authorities, effect payment through foreign exchange accounts opened
at designated banks that carry foreign exchange business, on the strength of valid receipts and
proof. Foreign investment enterprises which need foreign exchange for the distribution of
profits to their shareholders and PRC enterprises which, in accordance with regulations, are
required to pay dividends to their shareholders in foreign exchange may, after paying taxes in
according to the law, on the strength of resolutions of the board of directors or resolutions of
shareholders on the distribution of profits, effect payment from foreign exchange accounts
opened at designated banks that carry foreign exchange business, or effect exchange and
payment at designated banks.
The Decisions on Matters including Canceling and Adjusting a Batch of Administrative
Approval Items (Guo Fa [2014] No. 50) (
(਷೯[2014]50 ໮)) promulgated by the State Council and came into effect on October 23, 2014
provide to cancel the approval requirement of SAFE and its branches for the remittance and
settlement of the proceeds raised from the overseas listing of the foreign shares into Renminbi
domestic accounts.
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Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration of
Overseas Listing (Hui Fa [2014] No. 54) ((ි೯
[2014]54 ໮)) issued by SAFE and became effective on December 26, 2014, a domestic
company shall, within 15 business days of the date of the end of its overseas listing issuance,
register the overseas listing with the branch office of SAFE located at its registered address;
the proceeds from an overseas listing of a domestic company may be repatriated to China or
deposited overseas, provided that the intended use of the proceeds shall be consistent with the
content of the prospectus document or other public disclosure documents. A domestic company
(except for bank financial institutions) shall present its certificate of overseas listing to open
a dedicated foreign exchange account at a domestic bank for its initial public offering (or
follow-on offering) and repurchase business to handle the exchange, remittance and transfer of
funds for the business concerned.
According to the Notice on Further Simplifying and Improving Policies for the Foreign
Exchange Administration of Direct Investment (Hui Fa [2015] No. 13) (ආɓӉᔊʷձ
(ි೯[2015]13 ໮)) promulgated by SAFE on February
13, 2015 and became effective on June 1, 2015, and partially repealed on December 30, 2019,
the foreign exchange registration under domestic direct investment and the foreign exchange
registration under overseas direct investment shall be directly examined and handled by banks.
SAFE and its branch offices shall indirectly regulate the foreign exchange registration of direct
investment through banks.
According to the Notice on Policies for Reforming and Regulating the Administration of
Foreign Exchange Settlement of Capital Accounts (Hui Fa [2016] No. 16) (ձ஝ᇍ
(ි೯[2016]16 ໮)), which was promulgated by SAFE and
became effective on June 9, 2016 and was last amended on December 4, 2023, the settlement
of foreign exchange proceeds under the capital account (including foreign exchange capital
funds, foreign debt funds, funds transferred back from overseas listings, etc.) that are subject
to discretionary settlement as already specified by relevant policies may be handled at banks
based on the actual business needs of the domestic institutions. The tentative percentage of
foreign exchange settlement for foreign currency proceeds in capital account of domestic
institutions is 100%, subject to adjustment of SAFE in due time in accordance with
international revenue and expenditure situations.
According to the Notice of the State Administration of Foreign Exchange on Further
Promoting the Reform of Foreign Exchange Administration and Improving the Examination of
Authenticity and Compliance (Hui Fa [2017] No. 3) (ආɓӉપආ̮ි
 (ි೯[2017]3 ໮)) issued by the SAFE on January 26,
2017 and implemented on the same date, several measures are introduced, including (a) further
expanding the scope of domestic foreign exchange loan settlement, allowing domestic foreign
exchange loans with the background of commodity trade and exports to be settled, (b) allowing
funds under domestic guarantee and foreign loans to be transferred back, (c) allowing foreign
exchange settlement via the foreign exchange accounts of foreign institutions in pilot free trade
zones, and (d) implementing full-coverage administration of overseas lending in both
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Renminbi and foreign currencies, where a domestic institution engages in overseas lending, the
combined balance of foreign exchange lending in Renminbi and foreign currencies shall not
exceed a maximum of 30% of the owner’s equity in the audited financial statements of the
preceding year.
According to the Notice on Further Facilitating Cross-border Trade and Investment (Hui
Fa [2019] No. 28) ( (ි೯[2019]28 ໮)) issued
by the SAFE on October 23, 2019 and implemented on the same date, which was last amended
on December 4, 2023, restrictions have been removed on the use of capital funds by
non-investment foreign-invested enterprises for domestic equity investment. In addition,
restrictions have also been removed on the use of funds in domestic asset realization accounts
for foreign exchange settlement and the use of security deposits for foreign exchange
settlement by foreign investors. Eligible enterprises in pilot areas are allowed to use capital
funds, foreign debt, overseas listings and other income under capital items for domestic
payments without providing the banks with proofs of authenticity in advance, provided that
their use of funds shall be genuine and in compliance with the current regulations governing
the use of income from capital items.
According to the Notice on Optimising Administration of Foreign Exchange to Support
the Development of Foreign-related Business (Hui Fa [2020] No. 8) (׵
(ි೯[2020]8 ໮)) issued by SAFE and became
effective on June 1, 2020, eligible enterprises are allowed to make domestic payments by using
their capital, foreign credits and the income under capital accounts of overseas listing, without
providing materials to the bank in advance for authenticity verification on an item-by-item
basis, provided that their utilized capital shall be authentic and in line with provisions, and
conform to the prevailing administrative regulations related to the use of income under capital
accounts. The concerned bank shall manage and control the relevant business risks under the
principle of prudent business development and conduct spot checks afterwards in accordance
with the relevant requirements. Local foreign exchange authorities shall strengthen monitoring
and analysis and interim and ex-post supervision.
According to the Notice on Further Deepening Reforms to Promote the Convenience of
Cross-border Trade and Investment (Hui Fa [2023] No. 28) (ආ༨ྤ
 (ි೯[2023]28 ໮)) issued by the SAFE on December 4, 2023 and
implemented on the same date, qualified high-tech, “professional, sophisticated, unique and
new” and technology-based small and medium-sized enterprises in Shanghai and certain other
areas can borrow foreign debt on their own within an amount not exceeding the equivalent of
US$10 million. The restriction that the cumulative remittance amount of up-front expenses of
overseas direct investment by a domestic enterprise shall not exceed the equivalent of US$3
million was abolished, provided that the cumulative remittance amount shall not exceed 15%
of the total proposed investment amount by the PRC entity. Additionally, the asset realization
account of capital accounts to the settlement account of capital accounts was restructured. The
equity transfer consideration funds in foreign currency received by a domestic equity transferor
(including institutions and individuals) from domestic parties, as well as the foreign exchange
funds raised by domestic enterprises through overseas listing may be directly remitted to the
settlement account of capital accounts. Funds in the settlement account of capital accounts may
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be settled and used at discretion. The equity transfer consideration funds received by a
domestic equity transferor from FIEs which are paid with RMB funds derived from the
settlement of foreign exchange (i.e. RMB funds derived from direct settlement of foreign
exchange or from settlement account for pending payment) may be transferred directly to the
RMB account of the domestic equity transferor.
REGULATIONS RELATED TO CYBER SECURITY AND DATA SECURITY
The PRC government has proposed or promulgated a number of new measures and
regulations in recent years regarding cybersecurity and data security.
On July 1, 2015, the SCNPC issued the National Security Law of the PRC ( ʕശɛ͏
), (“ National Security Law ”) which came into effect on the same day.
The National Security Law provides that the PRC shall build a network and information
security guarantee system and improve network and information security protection capability
to realize the controllable security of the network information key technologies and critical
infrastructure and the information systems and data in important fields. In addition, a national
security review and supervision system is required to be established to review, among other
things, foreign investment, key technologies and network information technology products and
services and other important activities that impact or are likely to impact the national security
of the PRC.
On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the PRC ( ʕ
)( “ Cybersecurity Law ”), which was most recently amended on
October 28, 2025 and will take effect on January 1, 2026. The Cybersecurity Law applies to
the construction, operation, maintenance, and use of networks as well as the supervision and
administration of cybersecurity in China. Network service providers who do not comply with
the Cybersecurity Law may be subject to corrective orders, warnings, fines, suspension of their
businesses, shutdown of their websites, and revocation of their business licenses.
On June 10, 2021, the SCNPC promulgated the Data Security Law of the PRC ( ʕശ
)( “ Data Security Law ”), which took effect on September 1, 2021.
The Data Security Law provides for data security on entities and individuals carrying out data
processing activities. The Data Security Law also introduces a data classification and layered
protection system based on the importance of data in economic and social development, as well
as the degree of harm it will cause to national security, public interests, or legitimate rights and
interests of individuals or organizations when such data is tampered with, destroyed, leaked,
or illegally acquired or used. The appropriate level of protection measures is required to be
taken for each respective category of data. Violation of the Data Security Law may be subject
to an order to cease illegal activities, warnings, fines, suspension of business and revocation
of business licenses or operating permits, and the personnel directly in charge or other directly
responsible personnel may be imposed with fines.
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On July 30, 2021, the State Council promulgated the Regulations on the Protection of the
Security of Critical Information Infrastructure (ᚐૢԷ), which
became effective on September 1, 2021. According to the regulations, a “critical information
infrastructure” refers to an important network facility and information system in important
industries such as, among others, public communications, and information services, as well as
other important network facilities and information systems that may seriously endanger
national security, the national economy, the people’s livelihood, or the public interests in the
event of damage, loss of function, or data leakage. The competent authorities shall inform the
relevant operators in a timely manner if such operators are determined as the critical
information infrastructure operators.
On December 28, 2021, the Cyberspace Administration of China (“ CAC”), together with
certain other PRC governmental authorities, promulgated the Cybersecurity Review Measures
() that replaced the previous version and took effect from February 15,
2022. Pursuant to these measures, the purchase of network products and services by a critical
information infrastructure operator or the data processing activities of a network platform
operator that affect or may affect national security will be subject to a cybersecurity review.
In addition, network platform operators with personal information of over one million users
shall be subject to cybersecurity review before listing abroad ( ਷̮ɪ̹). The competent
governmental authorities may also initiate a cybersecurity review against the operators if the
authorities believe that the network product or service or data processing activities of such
operators affect or may affect national security. The Cybersecurity Review Measures provide
that the relevant violators shall be subject to legal consequences in accordance with the
Cybersecurity Law and the Data Security Law.
On December 8, 2022, the MIIT issued the Administrative Measures for Data Security in
the Industrial and Information Technology Field (Trial Implementation) (ʷჯਹ
ج(༊Б)), which became effective on January 1, 2023. These measures state
that the data in the industrial and information technology sector shall be divided into three
grades: general data, important data, and core data. Meanwhile, the data processor in the field
of industry and information technology shall file the catalog of its important and core data with
the local industry regulatory authority for the record. Moreover, these measures clarify the
processing requirements during the data life cycle per the classification of the data. In the case
of any violation of these measures, the data processors shall burden the relative responsibilities
per such measures and other relevant laws and administrative regulations.
On September 24, 2024, the CAC promulgated The Regulation on Network Data Security
Management ( ၣഖᅰኽτΌ၍ଣૢԷ), which became effective on January 1, 2025. The
regulation aims to regulate network data processing activities, ensure the security of network
data, promote the reasonable and effective use of network data in accordance with the law,
protect the legitimate rights and interests of individuals and organizations, and safeguard
national security and public interests. This regulation puts forward general requirements and
provisions for network data security, further specifies rules concerning personal information
protection, and fine-tunes mechanisms for the management of important data.
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In the meantime, the PRC regulatory authorities have also enhanced the supervision and
regulation on cross-border data transfer.
On July 7, 2022, the CAC promulgated the Measures for the Security Assessment of
Cross-Border Data Transfer (), which took effect on September 1,
2022. These measures require that to provide data abroad, a data processor falling under any
of the following circumstances shall, through the local cyberspace administration at the
provincial level, apply to the CAC for security assessment of outbound data: (i) where a data
processor provides critical data abroad; (ii) where a critical infrastructure operator or a data
processor processing the personal information of more than one million people provides
personal information abroad; (iii) where a data processor has provided personal information of
100,000 individuals or sensitive personal information of 10,000 individuals in total abroad
since January 1 of the previous year; and (iv) other circumstances prescribed by the CAC for
which declaration for security assessment for outbound data transfers is required. In addition,
on March 22, 2024, the CAC released the Provisions on Promoting and Standardising
Cross-Border Data Transfer (), which provide several
exemptions from undergoing security assessment, obtaining personal information protection
certification or entering into prescribed agreement for cross-border transfer of personal
information for businesses. These exemptions include, among others, scenarios where a data
processor transfers personal information abroad for the necessity of implementing cross-border
HR management in accordance with labor rules and regulations established by law and
collective contracts signed in accordance with law and where a data processor, other than a
critical information infrastructure operator, has cumulatively transferred overseas the personal
information (excluding sensitive personal information) of fewer than 100,000 individuals since
January 1 of the current year. The provisions also explicitly state that data processors are not
required to conduct data security assessment for cross-border data transfers if the concerning
data has not been notified or published as important data by relevant departments or regions.
REGULATIONS ON ANTI-UNFAIR COMPETITION AND ANTI-MONOPOLY
Anti-unfair Competition
Pursuant to the Anti-unfair Competition Law of the PRC ( ʕശɛ͏΍ձ਷ˀʔ͍຅ᘩ
), promulgated by the SCNPC on September 2, 1993 and last amended on June 27, 2025,
unfair competition refers to that the operator disrupts the market competition order and
damages the legitimate rights and interests of other operators or consumers in violation of the
provisions set forth therein in its production and operating activities. Operators shall abide by
the principle of voluntariness, equality, impartiality, integrity, as well as laws and business
ethics during production and operating activities.
Anti-Monopoly
Pursuant to the Anti-monopoly Law of the PRC ()( “ Anti-
monopoly Law ”) promulgated by the SCNPC on August 30, 2007, which was most recently
amended on June 24, 2022 and became effective on August 1, 2022, the monopolistic practices
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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. Specifically, competing business operators
may not enter into monopoly agreements that eliminate or restrict competition, such as by
boycotting transactions, fixing or changing the price of commodities, limiting the output of
commodities, dividing the sales markets or the raw material supply markets, unless the
agreement will satisfy the exemptions under the Anti-Monopoly Law, such as improving
technologies, increasing the efficiency and competitiveness of small and medium-sized
enterprises, or safeguarding legitimate interests in cross-border trade and economic
cooperation with foreign counterparts.
REGULATIONS RELATED TO OVERSEAS SECURITIES OFFERING AND LISTING
AND FULL CIRCULATION
On February 17, 2023, the CSRC promulgated the Trial Measures. The Trial Measures
reformed the regulatory regime for overseas securities offering and listing by domestic
companies, into a filing-based system. Pursuant to the Trial Measures, no overseas offering and
listing shall be made under any of the following circumstances: (i) where such securities
offering and listing is explicitly prohibited by provisions in laws, administrative regulations
and relevant state rules; (ii) where the intended securities offering and listing may endanger
national security as reviewed and determined by competent authorities under the State Council
in accordance with law; (iii) where the domestic company intending to make the securities
offering and listing, or its controlling shareholder(s) and the actual controller, have committed
crimes such as corruption, bribery, embezzlement, misappropriation of property or have
undermined the order of socialist market economy during the latest three years; (iv) the
domestic company intending to make the securities offering and listing is currently under
investigation for suspicion of criminal offenses or major violations of laws and regulations, and
no conclusion has yet been made thereof; or (v) there are material ownership disputes over
equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s)
that are controlled by the controlling shareholder(s) and/or actual controller.
Initial public offerings or listings in overseas markets shall be filed with the CSRC within
three business days after the relevant application is submitted overseas. The Trial Measures
also require subsequent reports to be filed with the CSRC upon the occurrence of any of the
material events after an issuer has offered and listed securities in an overseas market, such as
(i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory
agencies or other relevant competent authorities; (iii) change of listing status or transfer of
listing segment; (iv) voluntary or mandatory delisting. Where an issuer’s main business
undergoes material changes after overseas offering and listing and is therefore beyond the
scope of business stated in the filing documents, such issuer shall submit to the CSRC an ad
hoc report and a relevant legal opinion issued by a domestic law firm within three business
days after occurrence of the changes.
Furthermore, according to the Trial Measures and their related guidelines, “Full
circulation” represents the shareholders of domestic unlisted shares of domestic companies,
which directly offer and list securities in overseas markets, converting its domestic unlisted
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shares into shares listed and traded on an overseas trading venue. The term “domestic unlisted
shares” refers to shares offered by a domestic company but not listed or quoted for trading on
any domestic trading venues. “Full circulation” shall comply with relevant regulations of the
CSRC and the shareholders of domestic unlisted shares shall entrust the domestic company to
report the “Full circulation” with CSRC by filing materials on certain key issues, including
whether the “Full circulation” has fulfilled adequate internal decision-making procedures,
necessary internal approvals and authorizations, and whether the “Full circulation” involves
approval or filing procedures set out in the laws, regulations and policies for state-owned asset
administration, industry supervision and foreign investment, and if so, whether such approval
or filing procedures have been performed.
Failure to fulfill filing procedures or offering and listing securities in an overseas market
in violation of the forgoing prohibitive provisions may subject PRC domestic companies to
order rectification, warnings and a fine of RMB1 million to RMB10 million. Controlling
shareholders and actual controllers of the domestic company that organize or instruct the
aforementioned violations shall be imposed a fine of RMB1 million to RMB10 million.
Directly liable persons-in-charge and other directly liable persons shall be each imposed a fine
of RMB0.5 million to RMB5 million.
Pursuant to the Trial Measures and their related guidelines, this Global Offering is subject
to the filing requirements of the CSRC. We are also required to fulfill the filing procedure with
the CSRC in accordance with the Trial Measures for the conversion of certain domestic
unlisted shares into H Shares and the listing of the H Shares on the Stock Exchange. We will
submit the initial filing application to the CSRC with respect to the submission of our
application for the Listing and the conversion of certain domestic unlisted shares into H Shares
and the listing of the H Shares on the Stock Exchange.
Furthermore, on February 24, 2023, the CSRC, together with certain other PRC
governmental authorities, promulgated the Provisions on Strengthening Confidentiality and
Archives Administration of Overseas Securities Offering and Listing by Domestic Companies
(“Confidentiality and Archives Administration Provisions ”) (̋੶ྤʫΆุྤ̮೯Б
), which came into effect on March 31, 2023.
According to the Confidentiality and Archives Administration Provisions, PRC domestic
companies that directly or indirectly conduct overseas offerings and listings, shall strictly abide
by applicable PRC laws and regulations on confidentiality when providing or publicly
disclosing, either directly or through their overseas listed entities, documents and materials to
securities services providers such as securities companies and accounting firms or overseas
regulators in the process of their overseas offering and listing. In the event such documents or
materials contain state secrets or working secrets of government agencies, the PRC domestic
companies shall first obtain approval from competent authorities according to law, and file with
the secrecy administrative department at the same level; in the event that such documents or
materials, if leaked, will jeopardize national security or public interest, the PRC domestic
companies shall strictly fulfill relevant procedures stipulated by applicable national
regulations. The PRC domestic companies shall also provide a written statement of the specific
state secrets and sensitive information provided when providing documents and materials to
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securities companies and securities service providers, and the securities companies and
securities service providers shall properly retain such written statements for inspection.
Furthermore, the Confidentiality and Archives Administration Provisions also provide where
overseas securities regulators and relevant competent overseas authorities request to inspect,
investigate or collect evidence from PRC domestic companies concerning their overseas
offering and listing or their securities firms and securities service providers that undertake
securities business for such PRC domestic companies, such inspection, investigation and
evidence collection must be conducted under a cross-border regulatory cooperation
mechanism, and the CSRC or other competent authorities of the PRC government will provide
necessary assistance pursuant to bilateral and multilateral cooperation mechanism. Domestic
companies, securities firms and securities service providers shall first obtain approval from the
CSRC or other competent PRC authorities before cooperating with the inspection and
investigation by the overseas securities regulators or competent overseas authority or providing
documents and materials requested in such inspection and investigation.
U.S. EXPORT CONTROLS OVERVIEW
The U.S. government imposes export controls for national security, foreign policy, and
other policy reasons. One of the primary U.S. export control regimes is the Export
Administration Regulations, 15 C.F.R. Parts 730-774 (“ EAR”), which are administered and
enforced by the U.S. Department of Commerce’s Bureau of Industry and Security (“ BIS”). BIS
is responsible for regulating the export, reexport, and transfer (in-country) of a diverse range
of goods, software, and technology (collectively, “ items ”) including most commercial items,
“dual-use” items ( i.e., those items having both commercial and military or proliferation
applications), and less-sensitive military items. The export or transfer of other military items
and services are governed by the International Traffic in Arms Regulations, 22 C.F.R. Parts
120-130, administered and enforced by the U.S. State Department’s Directorate of Defense
Trade Controls.
BIS regulates the export, reexport, and in-country transfer of items that are “subject to the
EAR,” a phrase that is used in the EAR to include: (i) all U.S.-origin items wherever they are
located in the world; (ii) any item physically in, or moving in transit through, the United States
or a U.S. Foreign Trade Zone (including items of foreign origin); (iii) any foreign-made item
containing more than a de minimis amount of certain controlled U.S.-origin content; and (iv)
certain foreign-made items that are the “direct products” of certain controlled U.S.-origin
software or technology (or are the direct product of a plant or major plant component that is
itself the direct product of such controlled U.S.-origin software or technology). Generally,
foreign-made items that incorporate export-controlled U.S.-origin content accounting for 25%
or less of the value of such items are not subject to the EAR when exported, reexported, or
transferred (in-country) to any country except for Cuba, Iran, North Korea, or Syria (for which
the de minimis threshold is 10%), unless the controlled content is of a certain type for which
there is no de minimis threshold. For purposes of the de minimis analysis, a “controlled” item
is any item that would require a destination-based export license from BIS to be exported to,
reexported to, or transferred (in-country) within the country at issue.
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Items that are subject to the EAR may require a license from BIS prior to the export,
reexport, or transfer (in-country) of the item. Whether an export license is required depends on
the export control classification number (“ ECCN ”) of the item at issue, the destination to
which the item is being exported, reexported, or transferred, and the intended end-use or
end-user of the item.
A party that exports, reexports, or transfers an item that is subject to the EAR is strictly
liable for violations related to such activity. The EAR also provides a basis for liability for
other parties to a transaction ( i.e., in addition to the exporter). Specifically, parties are
prohibited from (i) causing, aiding, or abetting a violation of the EAR; (ii) soliciting or
attempting a violation of the EAR; (iii) conspiring to bring about or engage in a violation of
the EAR; (iv) misrepresenting or concealing facts to the U.S. government in connection with
activities subject to the EAR; (v) acting with the intent to evade the EAR; (vi) failing to comply
with recordkeeping requirements of the EAR; and (vii) acting with “knowledge” that a
violation of the EAR has occurred or is about to occur. The EAR defines “knowledge” as
including “positive knowledge that the circumstance exists or is substantially certain to occur,”
as well as “an awareness of a high probability of its existence or future occurrence,” which is
“inferred from evidence of the conscious disregard of facts known to a person and is also
inferred from a person’s willful avoidance of facts.”
Violations of the EAR can result in civil monetary penalties, denial of export privileges,
and in cases of willful violations, criminal penalties. However, BIS primarily enforces
penalties against the parties engaged in the impermissible export, re-export and transfer of
items subject to EAR, as opposed to the parties receiving the items that were impermissibly
exported.
BIS Entity List and the Affiliates Rule
BIS maintains several restricted party lists of companies, organizations, and individuals
that may be subject to additional license requirements, regardless of the classification of the
item. For example, parties on the “Entity List,” found at Supplement No. 4 to 15 C.F.R. Part
744, are generally prohibited from receiving some or all items subject to the EAR, absent an
export license from BIS. License requirements for persons on the Entity List can be limited to
only specific ECCNs of concern but will generally apply to all items subject to the EAR.
BIS may add entities to the Entity List for which “there is reasonable cause to believe,
based on specific and articulable facts, that the entity has been involved, is involved, or poses
a significant risk of being or becoming involved in activities that are contrary to the national
security or foreign policy interests of the United States.” Because the reasons for designation
are so broad and a party need not have actually engaged in specified conduct prior to
designation, BIS, in consultation with other U.S. Government agencies, has significant
discretion to decide which entities will be designated to the Entity List.
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Some parties added to the Entity List may be added with a so-called “footnote 4”
designation. With respect to entities with a “footnote 4” designation, there is a broader scope
of items captured under the EAR, specifically restricting a broader set of foreign-produced
items that are the direct products of certain technology or software subject to the EAR, or
produced by plants or components that are themselves the direct products of certain U.S.-origin
technology or software.
After the suspension of the Affiliates Rule is lifted, the BIS Entity List restrictions will
apply to affiliates of the entity if certain requirements under the Affiliates Rule are met, even
if the affiliates of the entity are “legally distinct” from listed entities. Pursuant to the Affiliates
Rule, the same export license requirements for items subject to the EAR will apply to any
foreign entity owned 50% or more, directly or indirectly, individually or in aggregate, by one
or more entities on (1) the BIS Entity List; (2) the BIS MEU List, and (3) certain persons
designated on OFAC’s SDN List. Previously, if a foreign entity was not expressly named on
any of the relevant lists, exports, reexports, and transfers to the entity would not have been
subject to the relevant licensing requirement, even if a majority of the entity’s ownership could
be traced to entities on these lists.
The Affiliates Rule only applies to items that are subject to the EAR, meaning that the
Rule does not impact the export, reexport, or transfer of items that are not subject to the EAR
to begin with. Thus, if there is no export, reexport, or transfer of an item subject to the EAR
to an entity that would fall under the scope of the Affiliates Rule, the Rule would not have any
practical impact on the operations of that entity.
Certain U.S. Export Controls on Advanced Computing and Semiconductor Equipment
BIS has issued a number of new export control restrictions on advanced computing and
semiconductor equipment, including by expanding its jurisdiction over a broader set of
foreign-produced items in this category when intended for certain end uses and end users in
China (among other destinations). In particular, certain foreign-produced computing and
semiconductor equipment items are now considered subject to the EAR if there is knowledge
that: (i) the foreign-produced item will be incorporated into any part, component, or equipment
produced, purchased, or ordered by an entity located at a facility in certain specified countries
(including China) where the production of certain advanced-node integrated circuits occurs; or
(ii) an entity located at a facility in certain specified countries (including China) where the
production of certain advanced-node integrated circuits occurs is otherwise a party to any
transaction involving the foreign-produced item. For example, BIS has clarified that certain
foreign-produced items containing integrated circuits that are produced by a complete plant or
major component of a plant that itself is a direct product of U.S.-origin technology or software
would be subject to the EAR.
In addition to the foreign direct product rules applicable to advanced computing and
semiconductor equipment, the United States also maintains restrictions on the involvement of
U.S. persons in certain activities related to advanced computing and semiconductor equipment.
For example, pursuant to the EAR, U.S. persons require a license to ship or transmit, transfer
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(in-country), facilitate the shipment, transmission, or transfer (in-country) of, or service
(including installation) certain items used in the development or production of integrated
circuits at a facility in China (among certain other destinations) where the production of
advanced-node integrated circuits occurs.
BIS has also imposed additional restrictions on the export of certain integrated circuits
(“ICs”) and related semiconductor manufacturing equipment to China (among other
destinations). Some ICs subject to the EAR with high total processing power require a license
prior to export, reexport, or transfer to or within any destination worldwide. Other ICs subject
to the EAR require a license prior to export, reexport, or transfer to or within certain
destinations, including China.
In some cases, these controlled items may be eligible for transfer without a license, to the
extent they fall within the scope of certain license exceptions provided for in the EAR. For
example, one such license exception permits and authorizes the transfer (in-country) of
controlled computing items to or within China, provided that the transfer is subject to a written
purchase order, and the goods are not exported to prohibited end-users or for prohibited
end-uses or for military end-users or end-uses.
U.S. OUTBOUND INVESTMENT
On October 28, 2024, the U.S. Department of the Treasury (“ Treasury ”) released its final
regulations requiring notification of, or prohibiting, U.S. outbound investments in certain
Chinese-affiliated companies in the semiconductor and microelectronics, quantum information
technology, and artificial intelligence (“ AI”) sectors (the “ OIR Rule ”). The OIR Rule took
effect on January 2, 2025.
The OIR Rule limits the ability of U.S. persons to invest in, “knowingly direct”
investments in, or permit their controlled subsidiaries to invest in, Chinese-affiliated entities
who are involved in or (in certain circumstances) may become involved in the development or
production of certain high-end technologies within the semiconductor and microelectronics,
quantum information technology, and AI sectors (“ Covered Foreign Persons ”). In some cases,
investments are outright prohibited, and in other cases they may require a notification to
Treasury. A U.S. person “knowingly directs” a transaction when the U.S. person has authority,
individually or as part of a group, to make or substantially participate in decisions on behalf
of a non-U.S. person, and exercises that authority to direct, order, decide upon, or approve a
transaction. As stated in the OIR Rule, “[s]uch authority exists when a U.S. person is an officer,
director, or otherwise possesses executive responsibilities at a non-U.S. person.” However, the
OIR Rule does not prohibit facilitation of an otherwise covered transaction by a U.S. person
where the U.S. person does not otherwise have the authority to approve or order a party’s
participation in the covered transaction.
The OIR Rule lists the specific types of covered activities within the semiconductor and
microelectronics, quantum information technology, and AI sectors in which a Chinese-
affiliated person must engage to be considered “Covered Foreign Persons” captured by the
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restrictions. For example, among other things, the OIR Rule prohibits investments by, or
knowingly directed by, a U.S. person in an entity on the BIS Entity List that is engaged in the
design, fabrication, or packaging of any integrated circuit.
Covered transactions are categorized into two distinct groups: “prohibited transactions”
and “notifiable transactions.” U.S. persons are prohibited from engaging in prohibited
transactions or knowingly directing non-U.S. persons to engage in transactions that would be
prohibited if undertaken by a U.S. person, and they must take all reasonable steps to ensure that
their controlled foreign entities do not engage in transactions that would be prohibited if
undertaken by a U.S. person.
By contrast, provided they notify the U.S. Department of the Treasury of the transactions,
U.S. persons may: (1) engage in notifiable transactions: and (2) permit their controlled foreign
entities to engage in transactions that would be notifiable if undertaken by a U.S. person. There
is no restriction on U.S. persons knowingly directing non-U.S. persons to engage in such
transactions that would be notifiable if undertaken by a U.S. person. The activities associated
with notifiable transactions are considered less sensitive than those giving rise to a prohibition
but are nonetheless significant enough to warrant government disclosure.
As relevant to the Company, the OIR Rule prohibits certain investments by, or knowingly
directed by, a U.S. person in Chinese-affiliated entities that engage in the:
1. Development or production of any:
(a) electronic design automation software for the design of integrated circuits or
advanced packaging;
(b) front-end semiconductor fabrication equipment designed for performing the
volume fabrication of integrated circuits, including equipment used in the
production stages from a blank wafer or substrate to a completed wafer or
substrate (i.e., the integrated circuits are processed but still on the wafer or
substrate);
(c) equipment for performing volume advanced packaging; or
(d) commodity, material, software, or technology designed exclusively for use in
or with extreme ultraviolet lithography fabrication equipment.
2. Design of any integrated circuit that meets or exceeds the performance parameters
in ECCN 3A090.a or integrated circuits designed for operation at or below 4.5
Kelvin;
3. Fabrication of any integrated circuit that meets any of the following criteria:
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a. logic integrated circuits using a nonplanar transistor architecture or with a
production technology node of 16/14 nanometers or less, including fully
depleted silicon-on-insulator integrated circuits;
b. NOT-AND (NAND) memory integrated circuits with 128 layers or more;
c. dynamic random-access memory integrated circuits using a technology node of
18 nanometer half-pitch or less;
d. integrated circuits manufactured from a gallium-based compound
semiconductor;
e. integrated circuits using graphene transistors or carbon nanotubes; or
f. integrated circuits designed for operation at or below 4.5 Kelvin;
4. Packaging of any integrated circuit using advanced packaging techniques; or
5. Development, installation, sale, or production of any supercomputer enabled by
advanced integrated circuits that can provide a theoretical compute capacity of 100
or more double-precision (64-bit) petaflops or 200 or more single-precision (32-bit)
petaflops of processing power within a 41,600 cubic foot or smaller envelope.
The OIR Rule also prohibits investments by, or knowingly directed by, a U.S. person in
an entity on the Entity List that is engaged in the design, fabrication, or packaging of any
integrated circuit, even if not described above.
Because the Company engages in the activities outlined above, it would be considered a
Covered Foreign Person engaging in covered activities that would render investments in the
Company “prohibited transactions.” Therefore, absent an applicable exception, U.S. persons
would be prohibited from investing in, or knowingly directing investments in, the Company.
A number of exceptions to the restrictions exist. In particular, the OIR Rule exempts from
the prohibitions, inter alia : (a) passive investments into publicly traded securities; (b) passive
investments in the securities of investment companies (e.g., index funds, mutual funds, and
exchange-traded funds) and businesses regulated as business development companies under
Section 54 of the Investment Company Act of 1940; (c) investments made by limited partners
(“LPs”) in certain funds where (1) the LP’s committed capital is not more than $2 million, or
(2) the LP has obtained binding contractual assurances that its capital will not be used to
engage in transactions that would be prohibited or notifiable if conducted by a U.S. person; and
(d) investments in derivative securities (so long as such derivative does not confer the right to
acquire equity, any rights associated with equity, or any assets in or of a Covered Foreign
Person). In each case, these exemptions are available only if the investor does not receive any
governance rights with respect to the relevant “Covered Foreign Person” beyond standard
minority shareholder protections.
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As a general matter, the obligation to comply with the OIR Rule rests with the U.S.
investor, not the target company or the Stock Exchange . Liability under the OIR Rule is not
based on strict liability but on the investor’s knowledge. Accordingly, a U.S. person must
conduct a reasonable and diligent inquiry to determine whether a given transaction is
“covered,” and if so, whether it is prohibited. The U.S. person should examine, among other
things, available public information, including information disclosed by the target company.
Non-U.S. persons, including the target of the investment and the Stock Exchange,
generally do not have any obligations under the OIR Rule, and the OIR Rule does not impose
any responsibility on non-U.S. persons to report violations of the OIR Rule by U.S. persons.
However, the OIR Rule prohibits conspiracies to violate the OIR Rule and acts that cause a
violation of the OIR Rule. Furthermore, it authorizes penalties on persons subject to the
jurisdiction of the United States who cause a violation of, conspire to violate, or willfully aid
and abet a violation of the OIR Rule. Finally, the OIR Rule authorizes fines and imprisonment
for those who, in a matter subject to U.S. jurisdiction, knowingly and willfully falsify, conceal
or cover up by any trick, scheme, or device a material fact; make any materially false,
fictitious, or fraudulent statement or representation; or make or use any false writing or
document knowing the same to contain any materially false, fictitious, or fraudulent statement
or entry. Thus, a non-U.S. person who engages in such activities and is subject to U.S.
jurisdiction could face criminal and/or civil penalties, including but not limited to penalties
under the International Emergency Economic Powers Act.
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OVERVIEW
We develop GPGPU chips and GPGPU-based intelligent computing solutions to provide
the foundational computing power required by AI. By integrating self-developed GPGPU-
based hardware and proprietary BIRENSUPA software platform, our solutions support the
training and inferencing of AI models in a broad range of applications from cloud to edge. Our
Group was founded in September 2019 by Mr. Zhang, our Chairman, executive Director and
Chief Executive Officer. For Mr. Zhang’s biography, see “Directors and Senior Management”.
BUSINESS DEVELOPMENT MILESTONES
The following table summarizes the key milestones in our business development:
Y ear Milestone
2019 Our Company was established in the PRC
We executed the Series Pre-A financing agreement with investors
including, among others, Qiming V enture Partners, in an aggregate
amount of US$20.5 million
2020 We commenced the research and development of our first generation of
Specialist Technology Product BR106
We executed contracts on the Shanghai Artificial Intelligence Key
Projects
We executed agreements for five series of financing with investors
including, among others, IDG Capital, V Fund, Country Garden V enture
Capital and Source Code Capital in an aggregate amount of
approximately RMB2.99 billion
2021 We completed the design of BR106 and successfully taped-out our first
chip, BR106
We executed the strategic cooperation framework agreement with the
virtual reality of innovation center of a leading telecom company in
China
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Y ear Milestone
We executed the Series B financing agreements with investors
including, among others, a wholly-owned subsidiary of Ping An
Insurance Group, in an aggregate amount of approximately RMB1.546
billion
2022 We executed the strategic cooperation agreements with a renowned
high-performance IDC (Internet Data Center) company in China
We joined the Baidu PaddlePaddle Hardware Ecosystem Co-Creation
Program
We became a member of MLCommons, and ranked first globally in
several MLPerf benchmarks developed by MLCommons
We were awarded the Super Artificial Intelligence Leader award, the
highest award at 2022 World Artificial Intelligence Conference
We executed the Series B+ financing agreements with investors
including, among others, Meridian Capital in an aggregate amount of
RMB330 million
We successfully taped-out BR110
2023 We achieved mass production of BR106 and started to generate revenue
from our intelligent computing solutions
We joined the FlagOpen large model technology open source system of
the Beijing Academy of Artificial Intelligence
We became a cloud computing ecosystem strategic partner of a leading
telecom company in China
We entered into several memorandum of understandings with strategic
customers
We became a member of the mobile cloud information technology
fusion application innovation industry ecological consortium of a
leading telecom company in China
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Y ear Milestone
We obtained national-level recognition by MIIT (ʷ௅ )
as “MIIT Specialized, Sophisticated, Distinctive, and Innovative Little
Giants Enterprise” (ʷ௅“ਖ਼ၚतอʃ̶ɛ”Άุ)
We set up an office in Hong Kong and were among the first key
enterprises introduced by the Hong Kong Government’s OASES
initiative
2024 We deepened cooperation with strategic customers and boosted sales of
the BR10X series, including winning the milestone commercial AIDC
kilocard GPU cluster project, and deploying our GPGPU cluster for 5G
New Calling and other use cases with the three major domestic telecom
operators
We initiated the research and development of our second generation of
Specialist Technology Product, the “BR20X”
We became the first in the industry to achieve mixed training of a large
model using four types of heterogeneous chips – accelerating the
localization and deployment of domestic GPUs
We again obtained national-level recognition by MIIT as “MIIT Key
Specialized, Sophisticated, Distinctive, and Innovative Little Giants
Enterprise” (ʷ௅“ᓃʃ̶ɛ”Άุ)
We submitted 1,009 self-developed invention patent applications as of
December 31, 2024, which is the biggest number among GPGPU
companies in China according to CIC
2025 We completed inference support on all Biren GPGPU products to all
versions of DeepSeek-V3/R1 distilled models within hours and full
training support to DeepSeek-V3/R1 671B flagship version soon after
its release
Our “Integrated Software-Hardware Heterogeneous Super-Scale AI
Computing Cluster Solution” was named a Top 5 case in the 2024 New
Productive Forces Industry Practice “AI” Showcase by Global Times,
China Association for Science and Technology’s New Technology
Development Center, and Tsinghua University’s Center for Technology
Innovation Research
We completed strategic round investment with renowned and important
investors including state-owned investment platforms of Shanghai and
Guangzhou
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OUR MAJOR SUBSIDIARIES
The principal business activities and the dates of incorporation of our major subsidiaries
(each of which is a wholly-owned subsidiary of our Company) which have made material
contributions to our results of operations during the Track Record Period or have key strategic
value to the Group are as follows:
Name of
major subsidiary
Place of
incorporation
Date of
establishment and
commencement of
business
Principal business
activities
Zhuhai Biren PRC July 3, 2020 Development and sales
of products
Beijing Biren PRC September 23, 2020 Development and sales
of products
Hangzhou Biren PRC May 14, 2021 Development and sales
of products
Shanghai Aoyan PRC November 7, 2023 Development and sales
of products
CORPORATE DEVELOPMENT AND MAJOR SHAREHOLDING CHANGES
(1) Establishment of our Company
On September 9, 2019, our Company was established as a limited liability company under
the laws of the PRC, with an initial registered capital of RMB10,000,000. The shareholding
structure of our Company upon establishment is set forth in the table below:
Beneficial Shareholders
Registered
capital
subscribed for
Corresponding
equity interest
in our
Company
(RMB) (%)
Mr. Zhang (1) 5,000,000 50
Mr. Xiaoyao Liang ( ૑ወ⢼)
(“Mr. Liang ”)(2) 5,000,000 50
Total 10,000,000 100
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Notes:
1. Mr. Zhang’s equity interest was held by Mr. Sheng Zhang ( ੵ௷), the brother of Mr. Zhang, as his
nominee. Pursuant to the equity transfer agreement dated April 29, 2023, such arrangement was
terminated when Mr. Sheng Zhang transferred all the equity interest he held for Mr. Zhang to Mr. Zhang.
2. Mr. Liang is an early investor of the Company. Mr. Liang’s equity interest was held by Ms. Hongjun Min
(ё)( “ Ms. Min ”), an Independent Third Party, as his nominee. Pursuant to the equity transfer
agreement dated December 31, 2021, Ms. Min had ceased to be the nominee of Mr. Liang by transferring
all the equity interests she held for Mr. Liang to Ms. Feng Ji (ᔮ)( “ Ms. Ji ”), an Independent Third
Party. Pursuant to the equity transfer agreement dated April 29, 2023, such arrangement was terminated
when Ms. Ji transferred all the equity interest she held for Mr. Liang to Mr. Liang.
(2) Equity Transfer to Employee Incentive Platform
For the purpose of setting up our employee incentive platform, (i) on September 29, 2019,
each of Mr. Zhang and Mr. Liang agreed to transfer approximately 8.90% equity interest in our
Company to Shanghai Biliren at nil consideration. Upon completion of such equity interest
transfer, Mr. Zhang, Mr. Liang and Shanghai Biliren held 41.10%, 41.10% and 17.80% equity
interest in our Company, respectively; (ii) on May 27, 2020, Mr. Liang agreed to further
transfer approximately 18.82% equity interest of our Company to Shanghai Biliren at nil
consideration. Upon completion of such equity interest transfer, our Company was held as to
approximately 32.88% by Shanghai Biliren, approximately 32.45% by Mr. Zhang,
approximately 13.63% by Mr. Liang, approximately 10.82% by QM120 Limited (“ QM120 ”),
approximately 3.97% by Hangzhou Unicorn No. 1 Investment Management Partnership
(Limited Partnership) (ψዹԉᖕɓ໮ҳ༟၍ଣΥྫΆุ(Υྫ)) (“ Hangzhou Unicorn ”)
and 6.25% by Champ Earn Limited (“ Champ Earn ”). Each of QM120, Hangzhou Unicorn and
Champ Earn is our Pre-IPO Investor. For details of our Pre-IPO Investors, see “Information
about our Pre-IPO Investors” in this section.
(3) Conversion into a joint stock limited company
On July 12, 2023, our then Shareholders passed resolutions approving, among other
matters, the conversion of our Company from a limited liability company into a joint stock
limited company and the change of name of our Company to Shanghai Biren Technology Co.,
Ltd. (ʮ̡). Pursuant to the promoters’ agreement dated July 12, 2023
entered into by all the then Shareholders, all promoters approved the conversion of the net
assets value of our Company as of April 30, 2023 into 32,916,380 shares with a nominal value
of RMB1.00 each of our Company, with the remaining RMB3,289,289,919.07 in net assets
included as capital reserves of the Company. Details of the promoters are as follows:
Shareholder
Number
of shares
Ownership
percentage
Mr. Zhang 4,109,589 12.48%
Shanghai Biliren 4,163,775 12.65%
QM120 1,835,468 5.58%
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Shareholder
Number
of shares
Ownership
percentage
Mr. Liang 1,726,636 5.25%
Zhuhai Da Heng Qin Innovative Development
Co., Ltd. (ʮ̡)
(“Zhuhai Da Heng Qin ”) 1,614,359 4.90%
Qingdao Huaxin Anchor Investment Center
(Limited Partnership) (ᒞᓃҳ༟ʕː
(Υྫ)) (“ Qingdao Huaxin Anchor ”) 1,245,983 3.79%
Zhuhai Y uanqi Liqian Investment Consultancy
Partnership (Limited Partnership) ( मऎʩ઼ͭ
༔ΥྫΆุ(Υྫ))
(“Yuanqi Liqian ”) 1,208,926 3.67%
Clear Affluent Limited (“ Clear Affluent ”) 1,191,402 3.62%
Champ Earn 997,009 3.03%
PA GCC Limited (“ PA GCC ”) 951,473 2.89%
Zhuhai Gree V enture Capital Investment Co., Ltd.
(ʮ̡)( “ Zhuhai Gree ”) 918,093 2.79%
Shenzhen Songhe Growth Equity Investment
Partnership (Limited Partnership) (ͫ
ᛆҳ༟ΥྫΆุ(Υྫ))
(“Shenzhen Songhe ”) 799,347 2.43%
Huzhou Jingxin Equity Investment Partnership
(Limited Partnership) (ᛆҳ༟ΥྫΆ
ุ(Υྫ)) (“ Huzhou Jingxin ”) 724,354 2.20%
Foshan Nanhai District Huibi No. 2 Equity
Investment Partnership (Limited Partnership)
(ᛆҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“ Huibi No. 2 ”) 665,972 2.02%
Shenzhen Country Garden Innovation Investment
Co., Ltd. (ʮ̡)
(“Country Garden Venture Capital ”) 665,972 2.02%
Lobelia Synergy Limited (“ Lobelia ”) 608,942 1.85%
Nanjing Huaying Small and Medium-sized
Enterprises Development Fund Partnership
(Limited Partnership) (ਿ
ΥྫΆุ(Υྫ)) (“ SME Huaying
Fund ”) 584,394 1.78%
Jiaxin Zhizao (Zhuhai) Fund Management
Partnership (Limited Partnership) (౽ி(म
ऎ)၍ଣΥྫΆุ(Υྫ
))
(“Jiaxin Zhizao ”) 580,990 1.77%
Sky9 Alpha Limited (“ Sky9 Alpha ”) 510,452 1.55%
Hangzhou Unicorn 502,283 1.53%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Shareholder
Number
of shares
Ownership
percentage
Tianjin Y uheng Equity Investment Fund
Partnership (Limited Partnership) (ٰ
ΥྫΆุ(Υྫ))
(“Tianjin Yuheng ”) 465,604 1.41%
Shanghai Zhongtong Ruide Investment Group
Limited (ʮ̡)
(“Zhongtong Ruide ”) 459,046 1.39%
MSA China Growth Fund II, L.P . (currently
known as MSA Growth Fund II, L.P . (“ MSA
Growth ”)) 380,589 1.16%
Nantong Merchants Jianghai Industry
Development Fund Partnership (L.P .) (ਠ
ΥྫΆุ(Υྫ))
(“Nantong Jianghai Fund ”) 377,644 1.15%
Champion Forest Holding Limited
(“Champion Forest ”) 340,301 1.03%
Suzhou Juyuan Zhuxin V enture Capital Investment
Partnership (Limited Partnership) ( ᘽψၳ๕ᛟ
௴ุҳ༟ΥྫΆุ(Υྫ))
(“Suzhou Juyuan ”) 327,890 1.00%
Gongqingcheng Hangling Shenghe Investment
Partnership (Limited Partnership) (ঘᵌ
ձҳ༟ΥྫΆุ(Υྫ))
(“Gongqingcheng Shenghe ”) 325,904 0.99%
Beijing Gaorong Phase 4 Kangteng Equity
Investment Partnership (Limited Partnership)
(ᛆҳ༟ΥྫΆุ(Υ
ྫ)) (“ Gaorong Kangteng ”) 309,917 0.94%
GBA Fund Investment Limited (“ GBA Fund ”) 304,471 0.93%
Guangdong Zhihui Unicorn V enture Investment
Partnership (Limited Partnership) (౽ිዹ
ԉᖕ௴ุҳ༟ΥྫΆุ(Υྫ))
(“Zhihui Unicorn ”) 290,495 0.88%
BAI GmbH 289,817 0.88%
Suzhou Y uanqi Equity Investment Center (Limited
Partnership) (ᛆҳ༟ʕː(Υྫ))
(“Suzhou Yuanqi ”) 261,273 0.79%
Matrice Capital Hong Kong Limited (࠰
ʮ̡)( “ Matrice Capital ”) 261,273 0.79%
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Shareholder
Number
of shares
Ownership
percentage
Shanghai GP Weishi Enterprise Management
Partnership (Limited Partnership) (ऌઓ
ͩΆุ၍ଣΥྫΆุ(Υྫ))
(“Shanghai GP ”) 243,072 0.74%
Jiaxing Y ufeng Equity Investment Partnership
(Limited Partnership) (ᛆҳ༟ΥྫΆ
ุ(Υྫ)) (“ Jiaxing Yufeng ”) 243,072 0.74%
Suzhou Glory V entures Investments Fund L.P . ( ᘽ
ψᘴ௄ආ՟௴ุҳ༟ΥྫΆุ(Υྫ))
(“Suzhou Glory ”) 229,523 0.70%
Shenzhen Qianhai Qihang Technology
Development Partnership (Limited Partnership)
(ΥྫΆุ(Υྫ))
(“Shenzhen Qianhai ”) 194,458 0.59%
Shanghai State-owned Enterprise Reform
Development Equity Investment Fund
Partnership (Limited Partnership) ( ɪऎ਷Άҷ
ΥྫΆุ(Υྫ))
(“Shanghai SOE Reform Fund ”) 193,035 0.59%
Jiaxing Y uzhen Equity Investment Partnership
(Limited Partnership) (ᛆҳ༟ΥྫΆ
ุ(Υྫ)) (“ Jiaxing Yuzhen ”) 193,035 0.59%
Praise Fortune Project Company Limited
(“Praise Fortune ”) 190,295 0.58%
RCIF Combo Limited (“ RCIF ”) 190,295 0.58%
Beijing GL Y urun Equity Investment Fund
Partnership (Limited Partnership) ( ̏ԯ৷ᵌ༃
ΥྫΆุ(Υྫ))
(“Beijing Yurun ”) 188,022 0.57%
Shenzhen Julong Jingrun Technology Co., Ltd.
(ʮ̡)
(“Julong Jingrun ”) 170,151 0.52%
Ningbo Meishan Bonded Port Area Xingyinfeng
Investment Management Partnership (Limited
Partnership) (ҳ༟၍ଣ
ΥྫΆุ(Υྫ)) (“ Ningbo Meishan
Xingyinfeng ”) 161,530 0.49%
Jiaxing Guangren Equity Investment Partnership
(Limited Partnership) (ᛆҳ༟ΥྫΆ
ุ(Υྫ
)) (“ Jiaxing Guangren ”) 154,429 0.47%
Cyber Chief Limited (“ Cyber Chief ”) 152,236 0.46%
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Shareholder
Number
of shares
Ownership
percentage
Tianjin Zhiping Investment Management
Partnership (Limited Partnership) (̻ҳ
༟၍ଣΥྫΆุ(Υྫ)) (Currently known
as Y ancheng Zhiping Equity Investment
Partnership (Limited Partnership) (ٰ
ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Y ancheng
Zhiping ”)) 129,639 0.39%
Ningbo Meishan Bonded Port Area Huixin
Investment Management Partnership (Limited
Partnership) (೼ಥਜි୸ҳ༟၍ଣΥ
ྫΆุ(Υྫ)) (“ Ningbo Meishan Huixin ”) 115,821 0.35%
Gongqingcheng Fengjue Investment Management
Partnership (Limited Partnership) (ჾᨈ
ҳ༟၍ଣΥྫΆุ(Υྫ))
(“Gongqingcheng Fengjue ”) 113,433 0.34%
Chengdu Tianfu New District Gaorong Phase 4
Kangyong Investment Partnership (Limited
Partnership) (อਜ৷࿰̬ಂੰ͑ҳ༟
ΥྫΆุ(Υྫ)) (“ Gaorong Kangyong ”) 54,691 0.17%
Total 32,916,380 100.00%
On July 12, 2023, our Company convened a general meeting, and passed related
resolutions approving the conversion of our Company into a joint stock limited company,
articles of association and relevant procedures. Upon completion of the conversion, the
registered capital of our Company became RMB32,916,380 divided into 32,916,380 shares
with a nominal value of RMB1.00 each, which were subscribed by all the then Shareholders
in proportion to their respective equity interests in our Company before the conversion. The
conversion was completed on September 8, 2023 when our Company obtained a new business
license.
(4) Share subdivision
Pursuant to the resolutions of the Shareholders dated June 25, 2025, resolved to conduct
a share subdivision pursuant to which each share of the Company was split on a one-for-fifty
basis, and the nominal value of the shares of the Company was changed from RMB1.00 each
to RMB0.02 each. Immediately after the share subdivision, the registered share capital of the
Company was changed to RMB38,359,505 with 1,917,975,250 Shares in a nominal value of
RMB0.02 each.
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(5) Pre-IPO Investments
Since December 2019, our Company entered into several rounds of Pre-IPO Investments
pursuant to the respective equity transfer agreements and capital increase agreements with our
Pre-IPO Investors. For details, see “Pre-IPO Investments” in this section.
COMPLIANCE WITH PRC LA WS AND REGULATIONS
All the above-mentioned capital increases and equity transfers of our Company and our
subsidiaries are effective, legally binding, duly settled and in compliance with the PRC laws
and regulations and its Articles of Association, and our Company and our subsidiaries have
obtained all necessary approvals from competent authorities or made all necessary registration
or filings with the relevant local branch of the SAMR in respect of the capital increases.
MAJOR ACQUISITIONS AND INVESTMENTS
We have not conducted any acquisitions, disposals or mergers during the Track Record
Period that we consider to be material to us.
PREVIOUS PLAN FOR A SHARE LISTING AND REASONS FOR THE LISTING ON
THE STOCK EXCHANGE
In September 2024, we entered into a tutoring agreement (the “ Tutoring Agreement ”)
with Guotai Haitong Securities Co., Ltd. (ʮ̡) (formerly known as
Guotai Junan Securities Co., Ltd. (ʮ̡)) in connection with an A share
listing on the STAR Market of the Shanghai Stock Exchange and made a preliminary filing ( ɪ
ࣩthe “ Preliminary Filing ”) with the Shanghai Regulatory Bureau of CSRC ( ʕ਷
ึɪऎ္၍҅). Considering that the Stock Exchange would provide us with
a platform to access capital and attract diverse investors, the Company decided in the first half
of 2025 to pursue a listing in Hong Kong. Our Directors confirmed that as of the Latest
Practicable Date, (i) the Tutoring Agreement has not been terminated, (ii) no material matter
in relation to the Group had been identified during the tutoring period, (iii) the Company had
not submitted any formal A-share listing application to the Shanghai Stock Exchange, and
neither the Shanghai Regulatory Bureau of the CSRC nor the Shanghai Stock Exchange had
issued any enquiries or comments to the Company regarding the tutoring for A share listing,
(iv) there is no material disagreement or unresolved dispute between the Company and the
relevant professional parties involved in the Preliminary Filing, (v) there is no other matter
relating to the Preliminary Filing that would affect the Company’s suitability for listing on the
Stock Exchange or that is relevant to the Listing and is necessary to be disclosed in this
Prospectus for the investors to form an informed assessment of our Company, and (vi) there is
no other matter relating to the Preliminary Filing that should be brought to the attention of the
Stock Exchange. Based on the due diligence work conducted by the Joint Sponsors, nothing has
come to the Joint Sponsors’ attention that would reasonably cause the Joint Sponsors to
disagree with the Directors’ view above.
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We may conduct an offering and listing of A shares at an appropriate time subject to
compliance with the relevant requirements under the Listing Rules after the Global Offering
(including but not limited to Rule 10.08 of the Listing Rules). As of the Latest Practicable Date,
we had not determined the timetable, the offering size nor the listing venue of the potential A
share listing. There is no assurance that we will pursue an A share listing in the future.
Our Company is seeking a listing of its H Shares on the Hong Kong Stock Exchange in
order to provide further capital to achieve our long-term goal of enabling technology
advancements and accelerating the applications of artificial intelligence. For more details, see
“Business” and “Future Plans and Use of Proceeds”.
PRE-IPO EMPLOYEE INCENTIVE SCHEME
In recognition of the contributions of our employees and to incentivize them to further
promote our development, we approved and adopted the Pre-IPO Employee Incentive Scheme
on April 24, 2024. Shanghai Biliren was established as a limited partnership in the PRC on
September 26, 2019 as our employee incentive platform. Our Company had granted Share
Options to selected participants under the Pre-IPO Employee Incentive Scheme for indirect
limited partnership interests in Shanghai Biliren corresponding to underlying Shares of the
Company. As of the Latest Practicable Date, our Company had granted Share Options to 752
grantees (including four Directors and 748 other employees), whom had exercised the Share
Options in exchange for the indirect limited partnership interests in 31 limited partners of
Shanghai Biliren. The Share Options granted to four Directors and 748 other employees
represented 56,830,000 Shares and 134,391,400 Shares, and no Share remained available for
grant under the Pre-IPO Employee Incentive Scheme. No awards (including Share Options and
restricted share awards) under the Pre-IPO Employee Incentive Plan will be further granted
upon Listing.
For the details regarding the terms of the Pre-IPO Employee Incentive Scheme and details
of the Share Options granted, please refer to the section headed “Statutory and General
Information – Further Information about Our Directors, Senior Management and Substantial
Shareholders – 5. Pre-IPO Employee Incentive Scheme” in Appendix V to this Prospectus.
PRE-IPO INVESTMENTS
Since December 2019, our Company entered into several rounds of Pre-IPO Investments
pursuant to the respective equity transfer agreements and capital increase agreements with our
Pre-IPO Investors.
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Principal Terms of the Pre-IPO Investments and Pre-IPO Investors’ Rights
The following table summarizes the key terms of the Pre-IPO Investments to our Company made by the Pre-IPO Investors:
Series Pre-A Series Pre-A+ Series Pre-A++ Series A Series Pre-B Series Pre-B+ Series B Series B+ Strategic round August 2025
Amount of registered capital
increased/number of shares
subscribed (as applicable)
RMB1,872,147 RMB791,476 RMB1,107,429 RMB5,188,534 RMB4,436,069 RMB4,201,712 RMB4,491,717 RMB827,296 5,443,125 shares 193,309,850 shares
Amount of registered
capital/issued share capital
after each round of Pre-IPO
Investments
RMB11,872,147 RMB12,663,623 RMB13,771,052 RMB18,959,586 RMB23,395,655 RMB27,597,367 RMB32,089,084 RMB32,916,380 38,359,505 shares 2,111,2 85,100 shares
Amount of consideration paid US$20,500,000 US$10,000,000 US$18,271,856 RMB791,200,000 RMB912,500,000 RMB1,088,327,500 RMB1,546,228,250 RMB330,000,000 RMB2,397,750,2 30 RMB1,914,983,800
Implied pre-money valuation
(1) US$109,500,000 US$150,000,000 (4) US$225,000,000 (5) RMB2,100,000,000 (6) RMB3,900,000,000 (7) RMB6,060,000,000 (8) RMB9,500,000,000 (9) RMB12,800,000,000 (10) RMB14,500,000,000 (11) RMB19,000,000,000 (12)
Implied post-money valuation (2) US$130,000,000 US$160,000,000 US$243,271,856 RMB2,891,200,000 RMB4,812,500,000 RMB7,148,327,500 RMB11,046,228,250 RMB13,130,000,000 RMB 16,897,750,230 RMB20,914,983,800 (13)
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Series Pre-A Series Pre-A+ Series Pre-A++ Series A Series Pre-B Series Pre-B+ Series B Series B+ Strategic round August 2025
Date of agreement(s) December 8, 2019 (14) February 19, 2020 (15) March 27, 2020 and
May 28, 2020 (16)
May 28, 2020,
June 7, 2020 and
July 15, 2020
(17)
August 6, 2020,
August 26, 2020
and September 11,
2020
(18)
September 27, 2020 (19) January 5, 2021,
January 20, 2021,
March 24, 2021 and
April 16, 2021
(20)
January 13, 2022,
June 8, 2022 and
July 28, 2022
(21)
February 27, 2025,
March 18, 2025,
March 26, 2025, April
10, 2025, April 11,
2025, April 14, 2025,
April 23, 2025, May
5, 2025, May 15,
2025 and June 12,
2025
(22)
July 10, 2025, July 21,
2025, July 29, 2025,
July 30, 2025, July
31, 2025 and August
15, 2025
(24)
Date of payment of full
consideration
April 30, 2020 March 11, 2020 March 27, 2020 January 29, 2021 April 29, 2021 October 8, 2021 October 22, 2021 April 28, 2023 June 20, 2025 August 22, 2025
Cost per share paid under the
Pre-IPO Investments
(approximately)
US$10.95 US$12.63 US$16.50 RMB152.49 RMB205.7 RMB259.02 RMB344.24 RMB398.89 RMB440.51 RMB495.32
(25)
Discount to the Offer Price
(approximately) (3)
90.69% 89.26% 85.96% 81.75% 75.24% 68.82% 58.56% 51.98% 46.97% 40.37%
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Series Pre-A Series Pre-A+ Series Pre-A++ Series A Series Pre-B Series Pre-B+ Series B Series B+ Strategic round August 2025
Basis of determination of the
valuation and consideration
The valuation and considerations for each round of Pre-IPO Investments were determined based on arm’s length negotiation amongst the respective Pre -IPO Investors and our Group after taking into
consideration of the timing of the investments and the status of our business operations.
Lock-up Period Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all current Shareholders (including the Pre-IPO Investors) coul d not dispose of any of the Shares held by them. Further,
pursuant to Rules 18C.14 of the Listing Rules, certain of our Pre-IPO Investors are subject to lock-up period commencing on the date of this Prospectus and ending on the expiry of 6 months from the
Listing Date, see “Lock-up and Free Float Requirement Under the Listing Rules”.
Use of proceeds from the
Pre-IPO Investments
We utilized the proceeds from the Pre-IPO Investments for the principal business of our Group, including but not limited to research and development a ctivities, the growth and expansion of our Company’s
business and general working capital purposes. As of the Latest Practicable Date, approximately 68% of the net proceeds from the Pre-IPO Investments had been utilized.
Strategic benefits to our Company
brought by the
Pre-IPO Investors
At the time of the Pre-IPO Investments, our Directors were of the view that our Group could benefit from the additional funds provided by the Pre-IPO Inv estors’ investments in our Group and the knowledge
and experience of the Pre-IPO Investors.
Notes:
1. The implied pre-money valuation is calculated based on (i) the cost per share paid to the Company for the corresponding round of Pre-IPO Investment a nd (ii) the
registered/issued share capital of the Company immediately prior to the corresponding round of Pre-IPO Investment.
2. The implied post-money valuation is the sum of (i) the pre-money valuation for the corresponding round of Pre-IPO Investment and (ii) the total fund s received by the Company
from the corresponding round of Pre-IPO Investment.
3. Calculated based on the assumption that the Offer Price is HK$18.30 per H Share (being the mid-point of the indicative Offer Price range of HK$17.00 t o HK$19.60).
4. The increase in the valuation of the Company in Series Pre-A+ investment compared with Series Pre-A investment was due to the prospects of the GPGPU m arket that our
Company targeted and the addition of key management including our CTO Zhou HONG. Qiming V enture, one of our pathfinder SIIs invested in our Company, he lped attract
further investment.
5. The increase in the valuation of the Company in Series Pre-A++ investment compared with Series Pre-A+ investment was due to the set-up of the core man agement team of
the Company and the planning and prospects of our Company.
6. The increase in the valuation of the Company in Series A investment compared with Series Pre-A++ investment was due to the initiation of the research and development of
the our first-generation high-performance GPGPU with industry-leading product specification and innovation.
7. The increase in the valuation of the Company in Series Pre-B investment compared with Series A investment was due to achieving R&D milestones includ ing the completion
of the framework of the chip architecture, and supportive policies including China’s semiconductor self-sufficiency initiatives, which attracts high investment interest in the
industry.
8. The increase in the valuation of the Company in Series Pre-B+ investment compared with Series Pre-B investment was due to continuous R&D progress in cluding the completion
of the core architecture design of the chips. The Company has entered into several cooperation partnership agreements with ecosystem partners. It wa s also driven by strong
investor appetite and the industry-wide increase in valuation of AI chip companies.
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9. The increase in the valuation of the Company in Series B investment compared with Series Pre-B+ investment as we had attained important business mil estones at the relevant
time. For example, the smooth execution and validation of our BR106 GPGPU. The positive market sentiment amongst the venture capital markets also hel ped elevate the
valuation of the AI chip companies in general.
10. The increase in the valuation of the Company in Series B+ investment compared with Series B investment was due to the successful tape-out and launch of our BR106 chip
and the industry-leading performance BR106 has demonstrated in industry benchmark suite MLPerf. We also began commercializing our solutions and co operating with our
customers.
11. The increase in the valuation of the Company in strategic round investment compared with Series B+ investment was due to the mass production and com mercialization of our
GPGPU solutions, and milestone customer deployment projects of kilocard GPGPU clusters with certain well-known customers. We have started the R&D f or our next-generation
GPGPU architecture and solutions with high performance. It also reflected strong investor appetite for the industry driven by the explosive demand f or GPGPU chips and
advancement in AI such as LLMs. The difference between the discount to the Offer Price per Share in strategic round investment conducted in 2025 compar ed with Series B+
investment conducted in 2023 is comparatively less significant as notwithstanding that the strategic round investment was conducted in 2025, the va luation was negotiated and
finalized by the Company with the relevant investors during second half of 2023 to 2024, with reference to the then business development of the Group an d the venture capital
market sentiment, in order to attract more important strategic and renowned investors at the relevant time.
12. The increase in the valuation of the Company in the latest round of pre-IPO investment in August 2025 compared with strategic round investment was d ue to the progress made
in the business development of the Group and the considerable progress made in the R&D of the products of the Group during 2025, for example, we received SAIL Award,
the highest honor at The World Artificial Intelligence Conference (W AIC) and secured sizable optical circuit switches (OCS)-enabled GPU cluster pr oject.
13. The increase in the valuation of the Company upon Listing compared with the latest round of pre-IPO investment in August 2025 is primarily due to the significant progress
made in the business development of the Group in second half of 2025 taking into account the increase in customers and orders received, as well as the lau nching of new
technologies and the considerable progress made in the R&D and production capacity of the products of the Group, and the liquidity premium as a result o f the increased liquidity
of the Shares subsequent to the Listing.
14. On December 8, 2019, our Company, our then Shareholders, QM120 and Hangzhou Unicorn entered into an investment agreement, pursuant to which QM120 and Hangzhou
Unicorn agreed to invest in our Company by subscription of the increased registered capital of RMB1,872,147 at a consideration of US$20,500,000. The relevant industrial and
commercial registration change in respect of Series Pre-A Financing was completed on December 9, 2019.
15. Pursuant to an investment agreement dated February 19, 2020, entered into by and among Champ Earn, our Company and our then Shareholders, Champ Ear n agreed to subscribe
for registered capital in the amount of RMB791,476 of our Company at a consideration of US$10 million. The relevant industrial and commercial registr ation change in respect
of Series Pre-A+ Financing was completed on February 27, 2020.
16. Pursuant to the investment agreements dated March 27, 2020 and May 28, 2020 entered into by and among others, Clear Affluent and Ningbo Meishan Xing yinfeng, our Company
and our then Shareholders, the aforementioned Pre-IPO Investors agreed to invest in our Company by subscription of the increased registered capital of RMB1,107,429 at a
consideration of RMB128,683,200. The relevant industrial and commercial registration change in respect of Series Pre-A++ Financing was completed on August 12, 2020.
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17. Pursuant to the investment agreements dated May 28, 2020, June 7, 2020 and July 15, 2020, entered into by and among others, Tianjin Y uheng, Suzhou Gl ory, Suzhou Huaying
Phase 6 Investment Partnership (Limited Partnership) (ʬಂҳ༟ΥྫΆุ(Υྫ)), Qingdao Huaxin Anchor, Shenzhen Songhe, Zhuhai Gree, Zhuhai Da Heng Qin,
Zhongtong Ruide, and Suzhou Juyuan, our Company and our then Shareholders, the aforementioned Pre-IPO Investors agreed to invest in our Company by su bscription of the
increased registered capital of RMB5,188,534 at a consideration of RMB791,200,000. The relevant industrial and commercial registration change in respect of Series A Financing
was completed on August 12, 2020.
18. Pursuant to the investment agreements dated August 6, 2020, August 26, 2020 and September 11, 2020, entered into by and among others, Sky9 Alpha, Y a ncheng Zhiping,
Gongqingcheng Fengjue, Shanghai GP , Julong Jingrun, Gaorong Kangteng, Gaorong Kangyong, Champion Forest, Shenzhen Qianhai, Y uanqi Liqian and Jia xing Y ufeng, our
Company and our then Shareholders, the aforementioned Pre-IPO Investors agreed to invest in our Company by subscription of the increased registered capital of RMB4,436,069
at a consideration of RMB912,500,000. The relevant industrial and commercial registration change in respect of Series Pre-B Financing was complete d on October 13, 2020
(except the relevant industrial and commercial registration change of Champion Forest which was completed on November 19, 2020).
19. Pursuant to an investment agreement dated September 27, 2020, entered into by and among others, Huzhou Jingxin, Ningbo Meishan Huixin, CITIC Secu rities Investment Co.,
Ltd. (ʮ̡), BAI GmbH, Huibi No. 2, Country Garden V enture Capital, Suzhou Y uanqi, Matrice Capital, Shanghai SOE Reform Fund, our Company and our
then Shareholders, the aforementioned Pre-IPO Investors agreed to invest in our Company by subscription of the increased registered capital of RMB4 ,201,712 at a consideration
of RMB1,088,327,500. The relevant industrial and commercial registration change in respect of Series Pre-B+ Financing was completed on November 19 , 2020.
20. Pursuant to the investment agreements dated January 5, 2021, January 20, 2021, March 24, 2021 and April 16, 2021, entered into by and among others, M SA Growth, Cyber
Chief, Praise Fortune, Lobelia, Nantong Jianghai Fund, GBA Fund, Zhihui Unicorn, PA GCC, RCIF, Jiaxin Zhizao, our Company and our then Shareholders, the aforementioned
Pre-IPO Investors agreed to invest in our Company by subscription of the increased registered capital of RMB4,491,717 at a consideration of RMB1,546 ,228,250. The relevant
industrial and commercial registration change in respect of Series B Financing was completed on May 26, 2021.
21. Pursuant to the investment agreements dated January 13, 2022, June 8, 2022 and July 28, 2022, entered into by and among others, SME Huaying Fund, Bei jing Y urun,
Gongqingcheng Shenghe, our Company and our then Shareholders, the aforementioned Pre-IPO Investors agreed to invest in our Company by subscription of the increased
registered capital of RMB827,296 at a consideration of RMB330,000,000. The relevant industrial and commercial registration change in respect of Se ries B+ Financing was
completed on January 19, 2023.
22. Pursuant to the investment agreements dated February 27, 2025, March 18, 2025, March 26, 2025, April 10, 2025, April 11, 2025, April 14, 2025, April 23, 2025, May 5, 2025,
May 15, 2025 and June 12, 2025, entered into by and among others, Shanghai Linke Bixin Private Equity Investment Fund Partnership (Limited Partnershi p) (ڃ
ΥྫΆุ(Υྫ)) (“ Linke Bixin ”), Guangzhou Industry Investment Major Projects Special Fund Partnership (Limited Partnership) (ɽධͦҳ༟ਖ਼ධਿ
ΥྫΆุ(Υྫ)) (“ Guangzhou Industry Investment ”), Knowledge City (Guangzhou) Industrial Park Development Group Co., Ltd. (۬(ᄿψ)ࠢ
ʮ̡)( “ Knowledge City ”) and our Company, certain Pre-IPO Investors agreed to subscribe for an aggregate of 5,443,125 shares of our Company at a consideration of
approximately RMB2,397,750,230. The relevant industrial and commercial registration change in respect of strategic round investment was complet ed on June 20, 2025.
23. In June 2025, Shanghai Biliren and Mr. Zhang (as transferors) entered into share transfer agreements with Jiaxing Jiuyi Zhixin New Materials Indu stry Equity Investment
Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Jiuyi Zhixin ”), Gongqingcheng Y unzhang V enture Capital Investment Partnership
(Limited Partnership) (ථ௝௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Gongqingcheng Yunzhang ”), Gongqingcheng Y unren V enture Capital Investment Partnership (Limited
Partnership) (ථ́௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Gongqingcheng Yunren ”), Xiamen Tanren Investment Partnership (Limited Partnership) (ઞදҳ༟ΥྫΆุ(Ϟ
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Υྫ)) (“ Xiamen Tanren ”) and/or 3W Global II Ltd (“ 3W Global ”) (each of which as transferee), pursuant to which an aggregate of 156,353 shares, 119,179 shares, 238,359
shares, 167,892 shares and 407,940 shares of the Company were transferred to Jiuyi Zhixin, Gongqingcheng Y unzhang, Gongqingcheng Y unren, Xiamen Ta nren and 3W Global,
respectively, at an aggregate consideration of approximately RMB386.76 million. The consideration of such share transfers was completely settled on June 20, 2025.
24. Pursuant to the investment agreements dated July 10, 2025, July 21, 2025, July 29, 2025, July 30, 2025, July 31, 2025 and August 15, 2025, entered int o by and among others,
Minsheng Tonghui Asset Management Co., Ltd. (ʮ̡)( “ Minsheng Tonghui ”) and Turing Anchang, the Pre-IPO Investors agreed to subscribe for an
aggregate 193,309,850 shares of our Company (taking into account the share subdivision approved by the then shareholders of the Company in June 2025) at a consideration
of approximately RMB1,914,983,800. The relevant industrial and commercial registration change was completed on August 14, 2025.
25. For illustration purpose without taking into account the effect of the share subdivision approved by the then shareholders of the Company in June 2 025. The cost per share would
be RMB9.9063 taking into account the effect of the share subdivision.
26. In July and August, 2025, (i) Cyber Chief agreed to transfer 7,611,800 shares of the Company to Jupiter Global Master Fund Ltd. at a consideration of US$7,770,923.15; (ii)
Julong Jingrun agreed to transfer 4,414,100 shares of the Company to Gongqingcheng Congtai Zhihe V enture Investment Partnership (Limited Partners hip) (ࣨ
௴ุҳ༟ΥྫΆุ(Υྫ)) at a consideration of RMB35,000,000, (iii) Mr. Liang agreed to transfer 685,750 shares, 5,197,850 shares and 15,214,150 shares of the Company
to Jiuyi Zhixin, Jiangsu Jianyin Investment Co., Ltd. (ʮ̡) and Shanghai Biliren at an aggregate consideration of RMB43,203,083, and (iv) Shanghai SOE
Reform Fund agreed to transfer 6,860,000 shares and 2,791,750 shares to Shenzhen Times Xinchuang No. 16 Investment Partnership (Limited Partnershi p) (௴ɤ
ʬ໮ҳ༟ΥྫΆุ(Υྫ)) and Qingdao Tuling Anchi Investment Partnership (Limited Partnership) (ྡᜳτཱུҳ༟ΥྫΆุ(Υྫ)) at an aggregate consideration
of RMB70,451,984. The consideration of such share transfers was completely settled on August 14, 2025.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Rights of the Pre-IPO Investors
Pursuant to the shareholders agreement dated June 13, 2025 (the “ Shareholders
Agreement ”), the Pre-IPO Investors were granted customary special rights, including but not
limited to (i) right of first refusal and co-sale, (ii) anti-dilution rights, (iii) liquidation rights,
(iv) divestment rights, and (v) information rights. Pursuant to a termination agreement entered
into by our Company with, among others, the then Shareholders of the Company dated June 25,
2025 (the “ Termination Agreement ”), (a) the divestment rights shall be terminated
immediately before the submission of the listing application to the Hong Kong Stock Exchange
by the Company (the “ Listing Application ”), subject to the reinstatement in the event that the
Listing Application being returned or lapsed and the Company failing to refile within six
months or other period as agreed by the parties or being rejected; and (b) all the other special
rights in the Shareholders Agreement (including, among others, the rights of first refusal and
co-sale and the information rights) shall be terminated from the Listing Date.
Joint Sponsors’ Confirmation
On the basis that (i) the Listing is expected to take place more than 120 clear days after
the completion of our Company’s last round of Pre-IPO Investment; and (ii) all the special
rights granted to the Pre-IPO Investors shall cease to be effective and be terminated before the
Listing (save for the divestment rights as described above), the Joint Sponsors confirm that the
Pre-IPO Investments are in compliance with Chapter 4.2 of the Guide for New Listing
Applicants.
Information about our Pre-IPO Investors
Set out below is a description of our Pre-IPO Investors, including our Sophisticated
Independent Investors. We have five Sophisticated Independent Shareholders, which are also
our Pathfinder SIIs. Save for being a shareholder of our Company, each of our Sophisticated
Independent Investors is independent from and not connected with any Director, chief
executive or substantial shareholder of our Company, its subsidiaries or any of their respective
associates (within the meaning of the Listing Rules). Save as disclosed otherwise, each of the
general partners, ultimate beneficial owners, and limited partners and shareholders holding
30% or more of the partnership or shareholding interests (as the case may be) of the Pre-IPO
Investors is an Independent Third Party.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Our Pathfinder SIIs
Qiming V enture Partners
QM120 is a company incorporated under the laws of the British Virgin Islands and is
ultimately owned by Qiming V enture Partners VI, L.P . (“ QVP”) and Qiming Managing
Directors Fund VI, L.P . (“ QMDF ”). QVP and QMDF (collectively, the “ Qiming Funds ”) are
sophisticated investors operated by Qiming V enture Partners and are registered as exempted
limited partnerships in the Cayman Islands, specializing in investing in early-stage companies
in the technology & consumer and healthcare sectors. Qiming GP VI, L.P . is the general partner
of QVP and Qiming Corporate GP VI, Ltd. is the general partner of Qiming GP VI, L.P . and
QMDF. The voting and investment power of the Qiming Funds are exercised by Qiming
Corporate GP VI, Ltd. Save and except Gary Edward Rieschel and Duane Ziping Kuang (each
of whom is an Independent Third Party), no other shareholders of Qiming Corporate GP VI,
Ltd. holds 30% or more of its shareholding interests. None of the limited partners of QVP and
QMDF hold more than 30% of its partnership interest. Qiming V enture Partners is a leading
venture capital firm in China, and its investment portfolio includes some of the most influential
brands in their respective sectors. The assets under management of Qiming V enture Partners
was over US$4.2 billion as of November 30, 2019
(1), and over US$9.5 billion as of December
31, 2024, respectively.
In compliance with Rule 18C.05 of the Listing Rules, QM120 held approximately 4.78%
and 5.58% of the total issued share capital of the Company, as of June 27, 2025 (being the date
of submission of the Company’s first Listing application) and June 27, 2024 (being the
commencement date of the pre-application 12-month period), respectively.
Country Garden V enture Capital
Huibi No. 2 is a limited partnership established under the laws of the PRC and its general
partner is Guangzhou Cheng Hui Equity Investment Management Co., Ltd. (ᛆҳ
ப΂ʮ̡), which is ultimately controlled by Country Garden Holdings Company
Limited (ʮ̡) (a company listed on the Hong Kong Stock Exchange, stock
code: 02007) (“ Country Garden Holdings ”). The largest limited partners of Huibi No. 2 are
Country Garden V enture Capital and Foshan Shunde District Rongyue Enterprise Management
Co., Ltd. (ʮ̡), each holding 49.95% limited partnership
interest. No other limited partners of Huibi No. 2 holds 30% or more of its partnership
interests.
(1) being a date not more than six months prior to the date on which the relevant investor signed the relevant
definitive agreement for their earliest investment in the Company.
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Country Garden V enture Capital is a limited liability company established under the laws
of the PRC in June 2019 and is ultimately controlled by Country Garden Holdings. As of June
30, 2020
(1) and December 31, 2024, Country Garden V enture Capital had an aggregate size of
investment portfolio under management of over HK$2 billion and over HK$5 billion which
were derived from Specialist Technology investments, respectively. The investment team of
Country Garden V enture Capital includes members with substantial experience in renowned
investment banks and asset management companies and strong expertise in private equity and
securities investment.
Country Garden V enture Capital was established in June 2019. At the initial stage of its
establishment, the number and size of investment projects (particularly in Specialist
Technology Industries) was relatively limited and growing. In 2021 and 2022, the fund has
experienced significant growth in deal amount and size focusing on high-tech industries, such
as semiconductors, next-generation technology and artificial intelligence. Hence, the number
of investments managed by Country Garden V enture Capital in Specialist Technology
Industries had increased over the years from 3 as of June 30, 2020 to over 10 as of December
31, 2024, which contributed to the overall growth of its portfolio size. Apart from the increase
in the number of investee companies, the size of investment in monetary amount made by
Country Garden V enture Capital in Specialist Technology Industries also grew. For example,
in April 2021, it further invested in Unisoc Shanghai Technologies Co., Ltd. (ቚ(ɪऎ)
ʮ̡), an investee company which it first invested in May 2020. Further, while
Country Garden V enture Capital had managed a variety of portfolio companies engaged in the
Specialist Technology Industries as of June 30, 2020, it took time for such early-stage
investments to grow as the businesses of the portfolio companies matured, scaled and
expanded, resulting in increased valuation and rapid growth of portfolio size of Country
Garden V enture Capital as of December 2024 compared to that of June 2020.
Since its establishment and up to the Latest Practicable Date, the investment portfolio
managed by Country Garden V enture Capital involved various companies across different
fields and its investment management portfolio in Specialist Technology Industries included,
among others, Unisoc Shanghai Technologies Co., Ltd. (ቚ(ɪऎ)ʮ̡),
LandSpace Technology Co. Ltd. (ʮ̡), UtmoLight Co., Ltd. ( ฽ཥ
ʮ̡), Phoenix Wings Technology (Shenzhen) Co., Ltd. (Ҧ(ଉέ)ʮ̡),
Zhejiang HC Intelligent Technology Co., Ltd. (ʮ̡) and CXMT Group
Co., Ltd. (ʮ̡).
In compliance with Rule 18C.05 of the Listing Rules, Huibi No. 2 and Country Garden
V enture Capital in aggregate held approximately 3.47% and 4.05% of the total issued share
capital of the Company, as of June 27, 2025 (being the date of submission of the Company’s
first Listing application) and June 27, 2024 (being the commencement date of the pre-
application 12-month period), respectively.
(1) being a date not more than six months prior to the date on which the relevant investor signed the relevant
definitive agreement for their earliest investment in the Company.
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Sky9 Capital
Sky9 Alpha is a limited company incorporated in Hong Kong and is wholly-owned by
Sky9 Capital Fund IV , L.P ., the general partner of which is Sky9 Capital Fund IV GP Ltd,
which is ultimately controlled by Mr. Ronald CAO (“ Mr. Cao ”).
Sky9 Capital MVP Fund II, L.P . (“ Sky9 Capital MVP ”) is a limited partnership
established in Cayman Islands, the general partner of which is Sky9 Capital MVP Fund II GP
Ltd., which is ultimately controlled by Mr. Cao. None of the limited partners of Sky9 Capital
MVP holds more than 30% of its partnership interest.
Shanghai Y unjiu No. 1 V enture Capital Investment Partnership (Limited Partnership) ( ɪ
Υྫ)) (“Yunjiu No. 1 ”) is a limited partnership established
in the PRC, the general partner of which is Shanghai Y unyong Investment Management Co.,
Ltd. (ʮ̡), which is ultimately controlled by Mr. Cao. There is a
limited partner which holds more than 30% of the partnership interest of Y unjiu No. 1.
Sky9 Alpha, Sky9 Capital MVP and Y unjiu No. 1 are funds managed by Sky9 Capital.
Sky9 Capital is a leading early-stage focused venture capital firm with a presence in Beijing,
Shanghai, Singapore, and San Francisco, dedicated to supporting disruptive technologies and
outstanding innovators around the world. The partners of Sky9 Capital have invested in
numerous global technology companies (including Specialist Technology companies) such as
PDD Holdings (a company listed on the Nasdaq, symbol: PDD), Zhongji Innolight Co. ( ʕყ
ʮ̡) (a company listed on the Shenzhen Stock Exchange, stock code: 300308),
Full Truck Alliance (a company listed on the New Y ork Stock Exchange, symbol: YMM),
FinV olution (a company listed on the New Y ork Stock Exchange, symbol: FINV), Xtalpi ( ౺
Ҧ) (a company listed on the Hong Kong Stock Exchange, stock code: 2228), WeRide (a
company listed on the Nasdaq, symbol: WRD), Energy Monster (a company listed on the
Nasdaq, symbol: EM), QingCloud Technologies (ʮ̡) (a company
listed on the Shanghai Stock Exchange, stock code: 688316), Webull (a company listed on the
Nasdaq, symbol: BULL), 51World (ʮ̡), Rox Motor ( ฽
ͩӛԓ) and others.
As of June 30, 2020
(1), the fair value of Sky9 Capital’s investment in Specialist
Technology companies exceeded US$88.21 million. As of December 31, 2024, the fair value
of Sky9 Capital’s investment in Specialist Technology companies exceeded US$749.46
million.
In compliance with Rule 18C.05 of the Listing Rules, Sky9 Alpha, Sky9 Capital MVP and
Y unjiu No. 1 collectively held approximately 2.88% and 1.55% of the total issued share capital
of the Company, as of June 27, 2025 (being the date of submission of the Company’s first
Listing application) and June 27, 2024 (being the commencement date of the pre-application
12-month period), respectively.
(1) being a date not more than six months prior to the date on which the relevant investor signed the relevant
definitive agreement for their earliest investment in the Company.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Zhuhai Gree
Zhuhai Gree is a limited liability company established under the laws of the PRC. Zhuhai
Gree is wholly owned by Zhuhai Gree Financial Investment Management Co., Ltd. (ɢ
ʮ̡), which is in turn ultimately controlled by Zhuhai Gree Group Co., Ltd.
(ʮ̡)( “ Gree Group ”), a state-owned capital investment platform based in
Zhuhai. Gree Group is owned as to 90% by the State-owned Assets Supervision and
Administration Commission of Zhuhai Municipal People’s Government (਷Ϟ
ึ) and no other shareholders of it holds more than 30% of its equity
interests. Since its establishment, Gree Group has grown into the largest leading state-owned
enterprise in Zhuhai, with its main credit rating reaching AAA.
Gree Group has invested in other renowned companies engaged in different industries,
such as Gree Electric Appliances, Inc. of Zhuhai (ʮ̡) (a company
listed on the Shenzhen Stock Exchange, stock code: 000651), Zhuhai Aerospace Microchips
Science & Technology Co., Ltd. (ʮ̡) (a company listed on the
Shenzhen Stock Exchange, stock code: 300053), Kintor Pharmaceutical Limited (ᖹุϞ
ʮ̡) (a company listed on the Stock Exchange, stock code: 9939) and Guangzhou Y angpu
Medical Technology Co., Ltd. (ʮ̡) (a company listed on the
Shenzhen Stock Exchange, stock code: 300030).
As of December 31, 2019
(1) and December 31, 2024, the aggregate size of investment
portfolio of Gree Group was over HK$15 billion, respectively.
In compliance with Rule 18C.05 of the Listing Rules, Zhuhai Gree held approximately
2.39% and 2.79% of the total issued share capital of the Company, as of June 27, 2025 (being
the date of submission of the Company’s first Listing application) and June 27, 2024 (being the
commencement date of the pre-application 12-month period), respectively.
Green Pine Capital Partners
Shenzhen Songhe is a limited liability partnership established under the laws of the PRC.
The general partner of Shenzhen Songhe is Shenzhen Songhe Growth Private Equity Fund
Management Co., Ltd. (ʮ̡), which is held as to 55%
by Mr. Li Wei ( ᄒਃ), and there is no other shareholder holding more than 30% of the
shareholding interest in Shenzhen Songhe Growth Private Equity Fund Management Co., Ltd..
None of the limited partners of Shenzhen Songhe holds more than 30% of its partnership
interest.
Shenzhen Songhe is operated under Green Pine Capital Partners, which was founded by
Mr. Li Wei ( ᄒਃ) and Mr. Luo Fei (࠭a venture capital firm specializing on strategic
emerging industries including digital technology, precision medicine and next generation
materials and is committed to becoming a technology investment institution with global
influence. Green Pine Capital Partners has invested in other renowned companies engaged in
(1) being a date not more than six months prior to the date on which the relevant investor signed the relevant
definitive agreement for their earliest investment in the Company.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 192 ---
different industries such as SenseTime Group Inc. (ʮ̡) (a company listed
on the Hong Kong Stock Exchange, stock code: 0020), UBTech Robotics Corp Ltd. ( ଉέ̹Ꮄ
ʮ̡) (a company listed on the Hong Kong Stock Exchange, stock code:
9880), Shenzhen Dobot Corp Ltd (ʮ̡) (a company listed on the
Hong Kong Stock Exchange, stock code: 2432) and Akrostar Technology Co., Ltd. (߅
ʮ̡). As of December 31, 2019 (1) and December 31, 2024, the aggregate size of funds
managed by Green Pine Capital Partners was over HK$15 billion, respectively.
In compliance with Rule 18C.05 of the Listing Rules, Shenzhen Songhe held
approximately 2.08% and 2.43% of the total issued share capital of the Company, as of June
27, 2025 (being the date of submission of the Company’s first Listing application) and June 27,
2024 (being the commencement date of the pre-application 12-month period), respectively.
Our Other Key Pre-IPO Investors
We set out below descriptions of our other key Pre-IPO Investors (which held more than
1% of our total issued share capital as of the Latest Practicable Date) which, together with Mr.
Zhang, Shanghai Biliren, Mr. Liang and the Sophisticated Independent Investors, held
approximately 80% of our total issued share capital as of the Latest Practicable Date:
Zhuhai Da Heng Qin
Zhuhai Da Heng Qin is a limited liability company established under the laws of the PRC,
which is held as to 51% by China Cinda Asset Management Co., Ltd. (΅
ʮ̡) through Zhuhai Y uexinchen Investment Co., Ltd. (ப΂ʮ
̡), and as to 49% by Zhuhai Da Heng Qin Real Estate Co., Ltd. (ʮ̡).
The ultimate beneficial owner of China Cinda Asset Management Co., Ltd. is Central Huijin
Investment Ltd. (ப΂ʮ̡), a wholly state-owned company.
Yuanqi Liqian and Beijing Yurun
Y uanqi Liqian is a limited partnership established under the laws of the PRC. Its general
partner is Shenzhen GL Tiancheng III Investment Co., Ltd. (ʮ̡)
(an Independent Third Party), and its limited partners are private equity funds registered with
Asset Management Association of China. Shenzhen GL Tiancheng III Investment Co., Ltd. is
held as to 55% by Ms. Zhang Haiyan ( ੵऎዲ), an Independent Third Party, and there is no
other shareholder holding 30% or more of the shareholding interest. Limited partners holding
30% or more of the partnership interest of Y uanqi Liqian includes Shenzhen GL Muqi Equity
Investment Fund Partnership (Limited Partnership) holding 50.1143% of the limited
partnership interests in Y uanqi Liqian and Xiamen GL Ruiqi Equity Investment Fund
Partnership (Limited Partnership) holding 36.4184% of the partnership interests in Y uanqi
Liqian.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Beijing Y urun is a limited partnership established under the laws of the PRC. Beijing
Y urun is a private equity investment fund registered with Asset Management Association of
China. Its general partner is Beijing GL Y uqing Investment Management Co., Ltd. ( ̏ԯ৷ᵌ
ʮ̡), an Independent Third Party. No limited partner of Beijing Y urun
holds more than 30% of the limited partnership interest. Beijing GL Y uqing Investment
Management Co., Ltd. is owned as to 55% ultimately by Ms. Zhu Xiuhua (ڀan
Independent Third Party. No other ultimate beneficial owner holds 30% or more of the
shareholding interest in Beijing GL Y uqing Investment Management Co., Ltd.
Qingdao Huaxin Anchor
Qingdao Huaxin Anchor is a limited partnership established under the laws of the PRC.
Its general partner, Qingdao Anchor Technology Investment and Development Co., Ltd. (ࢥڡ
ʮ̡), is controlled by Mr. Lin W ANG (؍a director of the
Company. No limited partners of Qingdao Huaxin Anchor hold more than 30% of the limited
partnership interest.
Clear Affluent
Clear Affluent is a company registered under the laws of the British Virgin Islands with
limited liability and is principally engaged in equity investment. It is owned by 12 Independent
Third Parties, none of which owned more than 30%. As confirmed by Clear Affluent, they have
no ultimate beneficial owner.
Shanghai Shanghe
Shanghai Shanghe Technology Development Co., Ltd. (ʮ̡)
(“Shanghai Shanghe ”) is a limited liability company established under the laws of the PRC,
and held by an Independent Third Party investor.
Linke Bixin
Linke Bixin is a limited partnership established under the laws of the PRC. Its general
partner is Shanghai Lingang Science and Technology Innovation Investment Management Co.,
Ltd. (ʮ̡)( “ Lingang Science and Technology ”). Lingang
Science and Technology is held as to 40% by Shanghai Lingzhi Enterprise Management Center
(Limited Partnership) (Άุ၍ଣʕː(Υྫ)) (“ Shanghai Lingzhi ”, a limited
partnership which Wei WU ( юᙯ) held 97% of the limited partnership interest), and as to 30%
by Shanghai Linchuang Investment Management Co., Ltd. (ʮ̡)( a
limited liability company which Shanghai State-owned Assets Supervision and Administration
Commission indirectly controls approximately 63% of the shareholding interest) and Shenzhen
High Hope Investment Management Co., Ltd. (ʮ̡) (a limited
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 194 ---
liability company which Zhijie ZENG (؏held 99% of the shareholding interest),
respectively. The general partner of Shanghai Lingzhi is Lingsheng (Shanghai) Commercial
Consultation Co., Ltd. ( ᜳʺ(ɪऎ)ʮ̡), a limited liability company wholly-
owned by Wei WU.
Linke Bixin is held as to 40%, 40% and 20%, respectively, by three Independent Third
Parties as limited partners, namely Shanghai Minhang Financial Investment Development Co.,
Ltd. (ʮ̡) (a limited liability company which is wholly-owned by
Shanghai Minhang District State-owned Assets Supervision and Administration Commission),
Shanghai Artificial Intelligence Industry Equity Investment Fund Partnership (Limited
Partnership) (ΥྫΆุ(Υྫ)) (a limited partnership
ultimately controlled by Wei WU, with no limited partner holding more than 30% of the
partnership interest), and Shanghai Guotou Leading Artificial Intelligence Private Equity
Investment Fund Partnership (Limited Partnership) (Υྫ
Άุ(Υྫ)). The general partner of Shanghai Artificial Intelligence Industry Equity
Investment Fund Partnership (Limited Partnership) is Shanghai Artificial Intelligence
Industrial Investment Management Center (Limited Partnership) ( ɪऎɛʈ౽ঐପุҳ༟၍ଣ
ʕː(Υྫ)), the general partner of which is Lingang Science and Technology.
Minsheng Tonghui
Minsheng Tonghui Asset Management Co., Ltd. (ʮ̡)
(“Minsheng Tonghui ”) is a limited liability company established under the laws of the PRC.
Minsheng Tonghui is wholly owned by Minsheng Life Insurance Co., Ltd. (΅
ʮ̡)( “Minsheng Life ”), which is ultimately owned by Weiding LU ( ኁਃཻ). The largest
shareholder of Minsheng Life is China Wanxiang Holding Limited (ʮ̡),
holding approximately 37% of Minsheng Life, and is owned as to 70.95% by Weiding LU, an
Independent Third Party, and 20% by Shanghai Guandingze Co., Ltd. (ʮ̡),
a company owned as to 70% by Weiding LU. No other shareholders of Minsheng Life holds
more than 30% of its equity interests.
Minsheng Tonghui is principally engaged in fixed income investment, equity investment,
etc.
IDG Capital
Champ Earn is a limited liability company established in Hong Kong, and its controlling
shareholder is IDG China V enture Capital Fund V L.P ., an Independent Third Party holding
94.61% of the equity interests therein. The ultimate beneficial owners of IDG China V enture
Capital Fund V L.P . are Chi Sing HO and Quan ZHOU, both being Independent Third Parties.
IDG China V enture Capital Fund V L.P . is a venture capital fund that mainly invests in
seed-stage and growth-stage companies in China, focusing on information technology, media,
healthcare, energy, clean technology, non-technology consumer business and service-related
industries sectors, including but not limited to companies engaged in the software, internet,
telecommunications, media, and managed healthcare businesses.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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PA GCC
PA GCC is a limited liability company established under the laws of the Cayman Islands
and is indirectly controlled by Ping An Insurance Overseas (Holdings) Company of China Co.,
Ltd. (ᎈऎ̮(ٰ)ʮ̡), which is in turn wholly owned by Ping An Insurance
(Group) Company of China, Ltd. (ᎈ(ණྠ)ʮ̡), a listed company whose
A Shares are listed on the Shanghai Stock Exchange (stock code: 601318) and H Shares are
listed on the Hong Kong Stock Exchange (stock code: 2318).
Huzhou Jingxin
Huzhou Jingxin is a limited partnership established under the laws of the PRC. Its general
partner is Xinyan LI ( ҽอዲ), an Independent Third Party. The limited partner of Huzhou
Jingxin is Shandong Yizhou Energy Co., Ltd. (ʮ̡), a company
ultimately wholly owned by Jianqun ZHANG ( ੵᄏ໊), an Independent Third Party, holding
approximately 99.8% of partnership interest in Huzhou Jingxin.
V Fund
Ningbo Meishan Xingyinfeng, Gongqingcheng Fengjue, Gongqingcheng Y unzhang and
Gongqingcheng Y unren are all limited partnerships established under the laws of the PRC. The
general partner of Ningbo Meishan Xingyinfeng is Dongtai Y unchang Investment Management
Partnership (Limited Partnership) (̨ථ࿫ҳ༟၍ଣΥྫΆุ(Υྫ)), of which, along
with Gongqingcheng Fengjue, Gongqingcheng Y unzhang and Gongqingcheng Y unren, the
general partner is Beijing Y unhui Private Equity Fund Management Co., Ltd. ( ̏ԯථฯӷ෍
ʮ̡)( “ V Fund ”), which is held as to 25% by Feng ZHU ( ϡቜ), 25% by Aimin
DUAN (ฌ͏), 25% by Y anpin XIONG ( ဤ⇴Ꮔ) and 25% by Xing LI (݋respectively,
each being an Independent Third Party. The single largest limited partner of Gongqingcheng
Fengjue is Gongqingcheng Ruixin No. 6 V enture Capital Partnership (Limited Partnership) ( ΍
ʬ໮௴ุҳ༟ΥྫΆุ(Υྫ)), holding 99.7234% of the partnership interests
therein. The largest limited partners of Ningbo Meishan Xingyinfeng are Dongxiu XIAO ( ӽ
̆Ӹ) and Shenzhen Hepuyuan Industrial Co., Ltd. (ʮ̡), each holding
more than 30% of the partnership shares therein. The largest limited partner of Gongqingcheng
Y unzhang is Hong XIE (ߎholding 33.47% of the partnership interests in Gongqingcheng
Y unzhang. None of the limited partners of Gongqingcheng Y unren holds more than 30% of the
partnership interests therein.
V Fund is a private equity investment management firm established in early 2016,
focusing on investments in the hard technology sector.
Lobelia
Lobelia is a limited liability company incorporated in the BVI and is controlled by C
V entures Fund II L.P ., which is a venture capital fund and its general partner is C V entures Fund
Ltd., which is a limited liability company ultimately wholly-owned by Y oungtimers AG, a
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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company listed in Switzerland (ticker: YTME). C V entures Fund II L.P . is managed by its
investment manager, C V entures Fund II Investment Manager LLC, a Delaware company, and
its sub-investment manager, C Capital Investment Management Limited, a Hong Kong SFC
licensed entity, both of which are Independent Third Parties. The single largest shareholder of
Lobelia is Classic Flame Limited, which holds 37.5% of its total issued shares. No other
shareholders of Lobelia holds more than 30% of its equity interests.
Meridian Capital
SME Huaying Fund is a limited partnership established under the laws of the PRC. Its
general partner is Meridian Capital Management Co., Ltd. (ʮ̡), an
Independent Third Party which is held as to 50% by Shanghai Yitong Investment Co., Ltd. ( ɪ
ʮ̡) (ultimately controlled by Y uying QU (ߵand 50% by Shanghai
Honglang Investment Management Co., Ltd. (ʮ̡) (ultimately
controlled by Jin YING ( Ꮠᆩ)), respectively.
Meridian Capital Management Co., Ltd. is a leading comprehensive private equity
investment institution in China, and one of the earliest private equity investment institution
with extensive layout and rich experience in the digital field in China. The single largest
limited partner of SME Huaying Fund is Suzhou Huaying Phase VI Investment Partnership
(Limited Partnership) (ʬಂҳ༟ΥྫΆุ(Υྫ)), holding approximately 31.87%
of the partnership interest therein. No other limited partners of SME Huaying Fund holds more
than 30% of the limited partnership interest.
Harvest Capital
Jiaxin Zhizao is a limited partnership established under the laws of the PRC. Its general
partner is Shenzhen Qianhai Hongzhao Fund Management Co., Ltd. (၍ଣϞ
ʮ̡), an Independent Third Party, and is held as to 95% by Lianni Y AO (ဖ֋), an
Independent Third Party. The largest limited partner of Jiaxin Zhizao is Harvest Capital
Management Ltd. (ʮ̡), which holds approximately 86.42% partnership
interests in Jiaxin Zhizao and acts as a manager representing two collective asset management
schemes. No other limited partners of Jiaxin Zhizao holds more than 30% of its equity
interests. Harvest Capital Management Ltd. is a holding subsidiary of Harvest Fund
Management Company Limited (ʮ̡), which has no de facto controller.
Source Code Capital
Suzhou Y uanqi is a limited partnership established under the laws of the PRC. Its general
partner is Ningbo Y uanzhang Investment Management Partnership (Limited Partnership) (ت
๕௝ҳ༟၍ଣΥྫΆุ(Υྫ)), of which the general partner is Hangzhou Y uanwei
Management Consulting Co., Ltd. (ʮ̡), which is ultimately
controlled by Yi CAO ( ૎ᆇ), an Independent Third Party. No limited partners of Suzhou
Y uanqi holds more than 30% of the limited partnership interest.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Matrice Capital is a limited company incorporated in Hong Kong. The sole shareholder
of Matrice Capital is Source Code V enture Fund IV L.P . (“ Source Code Fund IV ”). Source
Code Fund IV is a private fund registered in the Cayman Islands. There is no entity or
individual holding 30% or more of the partnership interest in Source Code Fund IV .
Jiuyi Investment
Jiaxing Jiuyi Xinyuan New Energy V enture Capital Investment Partnership (Limited
Partnership) (㒥ᨱอঐ๕௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Jiuyi Xinyuan ”) and Jiuyi
Zhixin are limited partnerships established under the laws of the PRC, of which the general
partner is Shanghai Jiuyi Y onglin Private Equity Fund Management Co., Ltd., which is
indirectly wholly owned by Shanghai Jiuyi Y ongyan Investment Management Co., Ltd.
Shanghai Jiuyi Y ongyan Investment Management Co., Ltd. is held as to 51% by Lei Jun
OUY ANG and 49% by Xiaoming W ANG.
The largest limited partner of Jiuyi Xinyuan is Shanghai Holystar Electrical Technology
Co., Ltd., a company listed on the Shanghai Stock Exchange (stock code: 688330, stock short
name: Holystar), which holds 36.23% of limited partnership interests. The largest limited
partner of Jiuyi Zhixin is Jiangsu Jianyin Investment Co., Ltd. (“ Jiangsu Jianyin ”), which
holds 36.84% of limited partnership interests. Jiangsu Jianyin also holds approximately
18.12% of the partnership interests in Jiuyi Xinyuan. Jiangsu Jianyin is also a Shareholder of
our Company, holding approximately 0.25% of our Company as of the Latest Practicable Date.
No other limited partners of Jiuyi Xinyuan or Jiuyi Zhixin holds more than 30% of the
partnership interests therein.
Hangzhou Unicorn
Hangzhou Unicorn is a limited partnership established under the laws of the PRC. It has
been registered as a private equity investment fund with the Asset Management Association of
China (Fund Code: SJN148). The general partner and fund manager of Hangzhou Unicorn is
Shenzhen Qianhai Honghao Asset Management Co., Ltd. (ʮ̡),
an Independent Third Party controlled by Ting HAO ( ৠణ) and is a private equity and venture
capital fund manager registered with the Asset Management Association of China (Registration
Code: P1021681). Shenzhen Qianhai Honghao Asset Management Co., Ltd. focuses on
initiating, setting up and managing private investment funds to carry out investments in initial
start-up and expansion phases growth venture capital. It invests in high-tech projects such as
artificial intelligence and high-end manufacturing, including key hardware, algorithmic
models, basic application technology, product integration and application, etc. The single
largest limited partners of Hangzhou Unicorn are Huiling CHEN (ޛand Shenzhen Jiaren
Innovation Technology Co., Ltd. (ʮ̡), each holding approximately
11.90% of the partnership interests. No limited partner of Hangzhou Unicorn holds more than
30% of the partnership interests therein.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Pro Capital
Tianjin Y uheng is a limited partnership established under the laws of the PRC. Its general
partner is Zhuhai Pusheng Enterprise Management Co., Ltd. (ʮ̡), an
Independent Third Party, which in turn is held by Biao GUO ( ெ㌷) and Chenhao XU (؀)
as ultimate beneficial owners. Biao GUO and Chenhao XU are partners of Pro Capital ( ౷ᖯ
༟͉). Pro Capital focuses on equity investments in advanced manufacturing industries in the
PRC, including integrated circuits, high-end manufacturing and new energy, etc. The single
largest limited partner of Tianjin Y uheng is Pro Haihe Technology Manufacturing Industry
Investment Fund (Tianjin) Partnership (Limited Partnership) (ږ
(ݵ)ΥྫΆุ(Υྫ)), an Independent Third Party, which holds 70.4225% of the limited
partnership interest of Tianjin Y uheng. No other limited partners of Tianjin Y uheng holds more
than 30% of the partnership interests therein.
Turing PE
Qingdao Turing Anqian Investment Partnership (Limited Partnership) (ྡᜳτ৻ҳ༟
ΥྫΆุ(Υྫ)) (“ Turing Anqian ”), Qingdao Turing Anchang Investment Partnership
(Limited Partnership) (ҳ༟ΥྫΆุ(Υྫ)) (“ Turing Anchang ”) and
Qingdao Turing Anchi Investment Partnership (Limited Partnership) (ྡᜳτཱུҳ༟Υྫ
Άุ(Υྫ)) (“ Turing Anchi ”) are limited partnerships established under the laws of the
PRC, of which the general partner is Hangzhou Turing Asset Management Co., Ltd. (ψྡ
ʮ̡)( “ Turing PE ”). Turing PE is held as to approximately 82% by Xiaoyan
W ANG (ˮወѸ), an Independent Third Party. The single largest limited partner of Turing
Anchang is Luzhou Puxin Equity Investment Fund Partnership (Limited Partnership) ( ᖐψዾ
ΥྫΆุ(Υྫ)), holding approximately 39.88% of the partnership
interests therein. The single largest limited partners of Turing Anchi are Zuoqin LAI ( ፠Ъා)
and Wei DENG ( ቎⑸), each holding approximately 49.98% of the partnership interests therein.
No other limited partners of Turing Anqian, Turing Anchang or Turing Anchi holds 30% or
more of the partnership interests therein, respectively.
Turing PE focuses on investing in the semiconductor, defense, new energy, artificial
intelligence, and medical device industries. The investment portfolio of Turing PE includes,
among others, NetEase Cloud Music Inc. (a company listed on the Hong Kong Stock Exchange,
stock code: 9899), Dingdang Health Technology Group Ltd. (a company listed on the Hong
Kong Stock Exchange, stock code: 9886) and Shanghai New Vision Microelectronics Co., Ltd.
(ʮ̡) (a company listed on the Shanghai Stock Exchange, stock
code: 688593).
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Ruiyu Capital
Jiaxing Y ufeng and Jiaxing Y uzhen are limited partnerships established under the laws of
the PRC. None of the limited partners of Jiaxing Y ufeng and Jiaxing Y uzhen hold more than
30% of the limited partnership interests therein. The general partner and fund manager of
Jiaxing Y ufeng and Jiaxing Y uzhen is Jiaxing Ruiyu Equity Investment Co., Ltd. (ٰ
ʮ̡), which is wholly-owned by Wang Y u ( ˮρ), all being Independent Third
Parties, which invests in investment sectors including healthcare and technology.
3W Fund
3W Global is a limited liability company established under the laws of the Cayman
Islands, and a wholly-owned subsidiary of 3W Global Fund. No single investor holds 30% or
more interests in 3W Global Fund. 3W Global Fund is managed by 3W Fund Management
Limited as its investment manager, an investment management firm with expertise in equity
investments. 3W Fund Management Limited is wholly owned by Mr. Weiwei WU.
Meaningful Investment from Pathfinder SIIs and Sophisticated Independent Investors
We have received investments from five Pathfinder SIIs, namely QM120, Country Garden
V enture Capital (comprising Country Garden V enture Capital and Huibi No. 2), Sky9 Capital,
Zhuhai Gree and Shenzhen Songhe, each having invested in the Group for at least 12 months
prior to the first submission of our Listing application to the Stock Exchange, in aggregate hold
more than 10% of the issued share capital of the Company as at the date of our Listing
Application and throughout the 12-month period prior to the Listing Application. Further, each
of QM120 and Country Garden V enture Capital (comprising Country Garden V enture Capital
and Huibi No. 2) holds more than 3% of the issued share capital of the Company as at the date
of our Listing Application and throughout the 12-month period prior to the Listing Application.
As at the Latest Practicable Date, our Sophisticated Independent Investors (as identified
above) held, in aggregate, approximately 15.62% in the total issued share capital of our
Company. At Listing Date, such Sophisticated Independent Investors will hold, in aggregate,
no less than 10% in the total issued share capital of our Company, assuming that our expected
market capitalization at the time of Listing will exceed HK$30 billion.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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PUBLIC FLOAT
Following the conversion of the Unlisted Shares into H Shares and upon completion of
the Global Offering (assuming that the Offer Size Adjustment Option and the Over-allotment
Option are not exercised):
(a) a total of 1,238,013,076 Unlisted Shares held by our Shareholders (including Shares
held by Mr. Zhang, our executive Director, and Shanghai Biliren, being a member
of the Single Largest Group of Shareholders) will not be converted into H Shares
and listed on the Stock Exchange, and therefore will not be counted as part of the
public float, representing 52.48% of our issued share capital in aggregate;
(b) a total of 873,272,024 Unlisted Shares held by our Shareholders who are not our
core connected persons (nor are accustomed to take instructions from core
connected persons of the Company in relation to the acquisition, disposal, voting or
other disposition of their shares, and their acquisition of shares were not financed
directly or indirectly by core connected persons of the Company) (details of which
are set out in the paragraph headed “Capitalization of our Company” in this section
below) will be converted into H Shares and listed on the Stock Exchange, and
therefore will be counted as part of the public float, representing 37.02% of our
issued share capital in aggregate; and
(c) a total of 247,692,800 H Shares issued pursuant to the Global Offering will be
counted as part of the public float, representing 10.50% of our issued share capital
in aggregate.
Based on the above, it is expected that immediately following completion of the Global
Offering (assuming that the Offer Size Adjustment Option and the Over-allotment Option are
not exercised), a total of 1,120,964,824 H Shares, representing 47.52% of our total issued share
capital upon the completion of the Global Offering (assuming that the Offer Size Adjustment
Option and the Over-allotment Option are not exercised) will be counted as part of the public
float.
With respect to the indicative Offer Price range of HK$17.00, HK$18.30 and HK$19.60
per Offer Share (being the low end, mid-point and the upper-end of the Offer Price,
respectively), the expected market value of the Company’s Shares would exceed HK$30
billion. Pursuant to Rule 19A.13A(1) of the Listing Rules, at least 11.22%, 10.42% and 10.00%
of the total number of issued Shares must at the time of the Listing be held by the public.
Therefore, our Company will be able to meet the minimum public float requirement under Rule
19A.13A(1) immediately upon Listing.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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LOCK-UP AND FREE FLOAT REQUIREMENT UNDER THE LISTING RULES
Rules 18C.14 of the Listing Rules provides that certain persons and their respective close
associates, as identified in the listing document of a Specialist Technology Company, must not,
and must procure that the relevant registered holder(s) must not, in the period commencing on
the Listing Date and ending on the applicable dates upon the expiry of the period as prescribed
under Rule 18C.14 of the Listing Rules, dispose of, nor enter into any agreement to dispose of
or otherwise create any options, rights, interests or encumbrances in respect of, any of the
shares (except as permitted under Chapter 18C of the Listing Rules). Details of the
Shareholders which are subject to lock-up under Rules 18C.14 of the Listing Rules are as
follows:
Name of
Shareholder Capacity
Number of
Shares
Ownership
percentage
as of the
Listing
Date
(1) Lock-up period
Mr. Zhang Founder of our
Group, an
executive
Director and
Chief Executive
Officer
183,174,800 7.77% Commencing on the
date of this
Prospectus and
ending on the expiry
of 12 months from
the Listing Date
Shanghai
Biliren
Close associate of
Mr. Zhang
191,221,400
(2) 8.11% Commencing on the
date of this
Prospectus and
ending on the expiry
of 12 months from
the Listing Date
QM120 Pathfinder SII 91,773,400 3.89% Commencing on the
date of this
Prospectus and
ending on the expiry
of 6 months from
the Listing Date
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of
Shareholder Capacity
Number of
Shares
Ownership
percentage
as of the
Listing
Date (1) Lock-up period
Country Garden
V enture
Capital
(comprising
Shares held
by Country
Garden
V enture
Capital and
Huibi No. 2)
Pathfinder SII 66,597,200
(3) 2.82% Commencing on the
date of this
Prospectus and
ending on the expiry
of 6 months from
the Listing Date
Sky9 Capital Pathfinder SII 55,270,450
(4) 2.34% Commencing on the
date of this
Prospectus and
ending on the expiry
of 6 months from
the Listing Date
Zhuhai Gree Pathfinder SII 45,904,650 1.95% Commencing on the
date of this
Prospectus and
ending on the expiry
of 6 months from
the Listing Date
Shenzhen
Songhe
Pathfinder SII 39,967,350 1.69% Commencing on the
date of this
Prospectus and
ending on the expiry
of 6 months from
the Listing Date
Notes:
1. On the basis that 2,358,977,900 Shares are expected to be in issue immediately following the completion
of the Global Offering and assuming the Offer Size Adjustment Option and the Over-allotment Option
are not exercised.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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2. Shanghai Biliren is our employee incentive platform. We had granted Share Options to selected
participants under the Pre-IPO Employee Incentive Scheme for indirect limited partnership interests in
31 limited partners of Shanghai Biliren. As of the Latest Practicable Date, four of our Directors
(including Mr. Zhou HONG, our Chief Technology Officer, and Mr. Linglan ZHANG, our Chief
Operating Officer, who are also key management and core members of our R&D team) were limited
partners of four of the limited partners of Shanghai Biliren, including (i) Limited Partnership 1 (a
limited partner of Shanghai Biliren holding 46.54% of its partnership interests), whereby Mr. Zhou
HONG, Mr. Linglan ZHANG and Mr. Luting PAN held 35.32%, 22.91% and 1.28% of the partnership
interests of Limited Partnership 1; (ii) Limited Partnership 2 (a limited partner of Shanghai Biliren
holding approximately 9.08% of its partnership interests), whereby Mr. Xiao held 2.53% of the
partnership interests of Limited Partnership 2; (iii) Limited Partnership 3 (a limited partner of Shanghai
Biliren holding 1.95% of its partnership interests), whereby Mr. Xiao held 66.89% of the partnership
interests of Limited Partnership 3; and (iv) Limited Partnership 31 (a limited partner of Shanghai Biliren
holding 2.83% of its partnership interests), whereby Mr. Luting PAN held 17.23% of the partnership
interests of Limited Partnership 31. Such partnership interests held by our four executive Directors in
the limited partners of Shanghai Biliren will be subject to lock-up period ending on the expiry of 12
months from the Listing Date. Save as disclosed above, there is no other senior management or key
management and core members of our R&D team who holds any interest in our Company.
3. Includes 33,298,600 Shares held by Huibi No. 2 and 33,298,600 Shares held by Country Garden V enture
Capital.
4. Includes 29,194,700 Shares held by Sky9 Alpha, 20,400,500 Shares held by Sky9 Capital MVP and
5,675,250 Shares held by Y unjiu No. 1.
Under Rule 19A.13C(1) of the Listing Rules, the portion of the class of Shares for which
Listing is sought that are held by the public and not subject to any disposal restrictions
(whether under contract, the Listing Rules, applicable laws or otherwise) at the time of Listing,
must (i) represent at least 10% of the total number of issued Shares in the class of Shares for
which Listing is sought (excluding treasury shares), with an expected market value at the time
of Listing of not less than HK$50,000,000; or (2) have an expected market value at the time
of Listing of not less than HK$600,000,000. Each of the cornerstone investors will agree with
the 6-month lock up period, as such the cornerstone investors shall not be counted towards the
free float for the purpose of Rule 19A.13C(1) of the Listing Rules at the time of the Listing.
It is expected that immediately following completion of the Global Offering and assuming the
Offer Size Adjustment Option and the Over-allotment Option are not exercised, taking into
account of the total number of Offer Shares which will not be subject to lock-up at the time
of the Listing, the expected market capitalization of the H Shares which are not subject to any
disposal restrictions calculated based on an Offer Price of HK$17.00 per Offer Share, being the
low-end of the indicative Offer Price range, is higher than the expected market capitalization
of not less than HK$600,000,000 under Rule 19A.13C(1)(b). Therefore, our Company will
thereby satisfy the free float requirement under Rule 19A.13C(1)(b) of the Listing Rules at the
time of Listing.
ACTING IN CONCERT AGREEMENT AND VOTING PROXY AGREEMENT
To jointly control the decision-making and operational management of our Company at
its shareholders’ meetings, Mr. Zhang and Shanghai Biliren had entered into the AIC
Agreement, pursuant to which they confirmed and acknowledged, since the establishment of
the Company, they have been acting in concert to control the decision-making and operational
management of our Company in its shareholders’ meetings. In the event the parties are unable
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 204 ---
to reach consensus on matters of our Company, Shanghai Biliren shall act in accordance with
the instructions of Mr. Zhang. Further, given that the general partner of Shanghai Biliren and
the general partners of the limited partners of Shanghai Biliren are not parties of the AIC
Agreement, in order to further consolidate and entrench Mr. Zhang’s control over Shanghai
Biliren, Mr. Zhang entered into a voting proxy agreement with, among others, Shanghai
Zhuoren, a limited liability company wholly-owned by Mr. Xiao (as the general partner of
Shanghai Biliren and certain limited partners of Shanghai Biliren) and the general partners of
all other limited partners of Shanghai Biliren, pursuant to which each of them has agreed and
confirmed they have irrevocably and unconditionally proxied their voting rights and other
rights as the general partner of Shanghai Biliren and/or the other limited partners of Shanghai
Biliren and/or shareholder of Shanghai Zhuoren (as the case maybe) to Mr. Zhang, and thus Mr.
Zhang is in a position to control Shanghai Biliren.
CAPITALIZATION OF OUR COMPANY
The table below is a summary of the capitalization of our Company as of the Latest
Practicable Date and the Listing Date (assuming the Offer Size Adjustment Option and the
Over-Allotment Option are not exercised):
As of the Latest
Practicable Date Immediately upon completion of the Global Offering
Shareholders
Number of
Shares
Approximate
ownership
percentage
Number of H
Shares Held
% of issued
H Shares
Number of
Unlisted
Shares Held
% of issued
Unlisted
Shares
Approximate
ownership
percentage
Shanghai Biliren A 191,221,400 9.06% – – 191,221,400 15.45% 8.11%
Mr. Zhang A 183,174,800 8.68% – – 183,174,800 14.80% 7.77%
QM120 B 91,773,400 4.35% 45,886,700 4.09% 45,886,700 3.71% 3.89%
Shanghai Shanghe B 87,036,150 4.12% 43,131,824 3.85% 43,904,326 3.55% 3.69%
SOEs within Guangdong Province
Zhuhai Gree
B 45,904,650 2.17% 22,952,300 2.05% 22,952,350 1.85% 1.95%
Guangzhou Industry Investment D 19,068,800 0.90% 9,534,400 0.85% 9,534,400 0.77% 0.81%
Knowledge City D 19,068,800 0.90% 9,534,400 0.85% 9,534,400 0.77% 0.81%
Subtotal 84,042,250 3.98% 42,021,100 3.75% 42,021,150 3.39% 3.56%
Zhuhai Da Heng Qin
C 80,717,950 3.82% – – 80,717,950 6.52% 3.42%
Yuanqi Liqian and Beijing Yurun
Y uanqi Liqian
B 60,446,300 2.86% 30,223,150 2.70% 30,223,150 2.44% 2.56%
Beijing Y urun B 9,401,100 0.45% 4,700,550 0.42% 4,700,550 0.38% 0.40%
Subtotal 69,847,400 3.31% 34,923,700 3.12% 34,923,700 2.82% 2.96%
Country Garden Venture Capital
Huibi No. 2
C 33,298,600 1.58% – – 33,298,600 2.69% 1.41%
Country Garden V enture Capital C 33,298,600 1.58% – – 33,298,600 2.69% 1.41%
Subtotal 66,597,200 3.15% – – 66,597,200 5.38% 2.82%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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As of the Latest
Practicable Date Immediately upon completion of the Global Offering
Shareholders
Number of
Shares
Approximate
ownership
percentage
Number of H
Shares Held
% of issued
H Shares
Number of
Unlisted
Shares Held
% of issued
Unlisted
Shares
Approximate
ownership
percentage
Mr. Liang C 65,234,050 3.09% – – 65,234,050 5.27% 2.77%
Qingdao Huaxin Anchor B 62,299,150 2.95% 31,149,600 2.78% 31,149,550 2.52% 2.64%
Clear Affluent B 59,570,100 2.82% 42,283,800 3.77% 17,286,300 1.40% 2.53%
Linke Bixin B 56,752,400 2.69% 28,376,200 2.53% 28,376,200 2.29% 2.41%
Sky9 Capital
Sky9 Alpha
B 29,194,700 1.38% 14,597,350 1.30% 14,597,350 1.18% 1.24%
Sky9 Capital MVP B 20,400,500 0.97% 10,200,250 0.91% 10,200,250 0.82% 0.86%
Y unjiu No. 1 B 5,675,250 0.27% 2,837,650 0.25% 2,837,600 0.23% 0.24%
Subtotal 55,270,450 2.62% 27,635,250 2.47% 27,635,200 2.23% 2.34%
Minsheng Tonghui
C 50,472,950 2.39% – – 50,472,950 4.08% 2.14%
Champ Earn D 49,850,450 2.36% 49,850,450 4.45% – – 2.11%
PA GCC D 47,573,650 2.25% 47,573,650 4.24% – – 2.02%
Shenzhen Songhe D 39,967,350 1.89% 39,967,350 3.57% – – 1.69%
Huzhou Jingxin D 36,217,700 1.72% 36,217,700 3.23% – – 1.54%
V Fund
Gongqingcheng Y unren
B 11,917,950 0.56% 848,650 0.08% 11,069,300 0.89% 0.51%
Ningbo Meishan Xingyinfeng B 8,076,500 0.38% 1,211,500 0.11% 6,865,000 0.55% 0.34%
Gongqingcheng Y unzhang B 5,958,950 0.28% 2,979,500 0.27% 2,979,450 0.24% 0.25%
Gongqingcheng Fengjue B 5,671,650 0.27% 1,985,100 0.18% 3,686,550 0.30% 0.24%
Subtotal 31,625,050 1.50% 7,024,750 0.63% 24,600,300 1.99% 1.34%
Lobelia
D 30,447,100 1.44% 30,447,100 2.72% – – 1.29%
SME Huaying Fund B 29,219,700 1.38% 14,609,850 1.30% 14,609,850 1.18% 1.24%
Jiaxin Zhizao D 29,049,500 1.38% 29,049,500 2.59% – – 1.23%
Jiuyi Investment
Jiuyi Xinyuan
D 14,755,650 0.70% 14,755,650 1.32% – – 0.63%
Jiuyi Zhixin B 11,717,100 0.56% 11,031,350 0.98% 685,750 0.06% 0.50%
Subtotal 26,472,750 1.25% 25,787,000 2.30% 685,750 0.06% 1.12%
Source Code Capital
Suzhou Y uanqi
D 13,063,650 0.62% 13,063,650 1.17% – – 0.55%
Matrice Capital D 13,063,650 0.62% 13,063,650 1.17% – – 0.55%
Subtotal 26,127,300 1.24% 26,127,300 2.33% – – 1.11%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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As of the Latest
Practicable Date Immediately upon completion of the Global Offering
Shareholders
Number of
Shares
Approximate
ownership
percentage
Number of H
Shares Held
% of issued
H Shares
Number of
Unlisted
Shares Held
% of issued
Unlisted
Shares
Approximate
ownership
percentage
Hangzhou Unicorn C 25,114,150 1.19% – – 25,114,150 2.03% 1.06%
Turing PE
Turing Anqian
B 11,350,500 0.54% 5,675,250 0.51% 5,675,250 0.46% 0.48%
Turing Anchang C 10,094,600 0.48% – – 10,094,600 0.82% 0.43%
Turing Anchi C 2,791,750 0.13% – – 2,791,750 0.23% 0.12%
Subtotal 24,236,850 1.15% 5,675,250 0.51% 18,561,600 1.50% 1.03%
Tianjin Y uheng
D 23,280,200 1.10% 23,280,200 2.08% – – 0.99%
Zhongtong Ruide C 22,952,300 1.09% – – 22,952,300 1.85% 0.97%
Ruiyu Capital
Jiaxing Y ufeng
C 12,153,600 0.58% – – 12,153,600 0.98% 0.52%
Jiaxing Y uzhen C 9,651,750 0.46% – – 9,651,750 0.78% 0.41%
Subtotal 21,805,350 1.03% – – 21,805,350 1.76% 0.92%
3W Global
D 20,397,000 0.97% 20,397,000 1.82% – – 0.86%
MSA Growth D 19,029,450 0.90% 19,029,450 1.70% – – 0.81%
Nantong Jianghai Fund D 18,882,200 0.89% 18,882,200 1.68% – – 0.80%
Gaorong Capital
Gaorong Kangteng
D 15,495,850 0.73% 15,495,850 1.38% – – 0.66%
Gaorong Kangyong D 2,734,550 0.13% 2,734,550 0.24% – – 0.12%
Subtotal 18,230,400 0.86% 18,230,400 1.63% – – 0.77%
Champion Forest
D 17,015,050 0.81% 17,015,050 1.52% – – 0.72%
Suzhou Juyuan D 16,394,500 0.78% 16,394,500 1.46% – – 0.69%
Gongqingcheng Shenghe C 16,295,200 0.77% – – 16,295,200 1.32% 0.69%
Maxwise Investments Limited ( ຬᅆҳ
ʮ̡)D 15,223,550 0.72% 15,223,550 1.36% – – 0.65%
Zhihui Unicorn D 14,524,750 0.69% 14,524,750 1.30% – – 0.62%
BAI GmbH D 14,490,850 0.69% 14,490,850 1.29% – – 0.61%
Shanghai GP D 12,153,600 0.58% 12,153,600 1.08% – – 0.52%
Suzhou Glory B 11,476,150 0.54% 5,738,100 0.51% 5,738,050 0.46% 0.49%
Qi’an Investment
Shanghai Qi’an Jingjin Private Equity
Fund Partnership (Limited
Partnership) (ږ
ΥྫΆุ(Υྫ))
C 10,094,600 0.48% – – 10,094,600 0.82% 0.43%
Changsha Qi’an Qilin V enture
Investment Fund Partnership
(Limited Partnership) (Ӎփτᘅ᜝
ΥྫΆุ(Υྫ))
C 1,009,450 0.05% – – 1,009,450 0.08% 0.04%
Subtotal 11,104,050 0.53% – – 11,104,050 0.90% 0.47%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 207 ---
As of the Latest
Practicable Date Immediately upon completion of the Global Offering
Shareholders
Number of
Shares
Approximate
ownership
percentage
Number of H
Shares Held
% of issued
H Shares
Number of
Unlisted
Shares Held
% of issued
Unlisted
Shares
Approximate
ownership
percentage
Hainan Nanbai Suan Technology Co.,
Ltd. (ʮ̡)C 10,094,600 0.48% – – 10,094,600 0.82% 0.43%
Xiaobin LIU ( ᄎወⅳ)C 10,094,600 0.48% – – 10,094,600 0.82% 0.43%
Shenzhen Qianhai D 9,722,900 0.46% 9,722,900 0.87% – – 0.41%
Praise Fortune D 9,514,750 0.45% 9,514,750 0.85% – – 0.40%
RCIF D 9,514,750 0.45% 9,514,750 0.85% – – 0.40%
Qingdao Shuda Equity Investment
Fund Partnership (Limited
Partnership) (ږ
ΥྫΆุ(Υྫ))
B 9,400,000 0.45% 2,350,000 0.21% 7,050,000 0.57% 0.40%
Xiamen Tanren C 8,394,600 0.40% – – 8,394,600 0.68% 0.36%
Puhua SME Phase II (Hangzhou)
V enture Investment Partnership
(Limited Partnership) ( ౷ശʕʃɚಂ
(ψ)௴ุҳ༟ΥྫΆุ(Υ
ྫ))
C 8,075,650 0.38% – – 8,075,650 0.65% 0.34%
Bolian Capital
Y ancheng Huayao Intelligent
Computing V enture Capital
Investment Partnership (Limited
Partnership) (ശᘴ౽ၑ௴ุҳ༟
ΥྫΆุ(Υྫ))
D 5,675,250 0.27% 5,675,250 0.51% – – 0.24%
Y ancheng Huayao Zhisuan Phase II
V enture Investment Partnership
(Limited Partnership) (ശᘴ౽ၑ
ɚಂ௴ุҳ༟ΥྫΆุ(Υྫ))
C 2,220,800 0.11% – – 2,220,800 0.18% 0.09%
Subtotal 7,896,050 0.37% 5,675,250 0.51% 2,220,800 0.18% 0.33%
Jiaxing Guangren
D 7,721,450 0.37% 7,721,450 0.69% – – 0.33%
Jupiter Global Master Fund Ltd. C 7,611,800 0.36% – – 7,611,800 0.61% 0.32%
Aspirational China Growth GP
Limited C 7,220,250 0.34% – – 7,220,250 0.58% 0.31%
Shenzhen Times Xinchuang No. 16
Investment Partnership (Limited
Partnership) (௴ɤʬ໮ҳ
༟ΥྫΆุ(Υྫ))
C 6,860,000 0.32% – – 6,860,000 0.55% 0.29%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 208 ---
As of the Latest
Practicable Date Immediately upon completion of the Global Offering
Shareholders
Number of
Shares
Approximate
ownership
percentage
Number of H
Shares Held
% of issued
H Shares
Number of
Unlisted
Shares Held
% of issued
Unlisted
Shares
Approximate
ownership
percentage
Shenzhen Ganshen Wenhe Equity
Investment Fund Partnership
(Limited Partnership) ( ଉέ̹ᜯଉ˖
ΥྫΆุ (Υ
ྫ))
C 6,810,300 0.32% – – 6,810,300 0.55% 0.29%
Y ancheng Zhiping C 6,481,950 0.31% – – 6,481,950 0.52% 0.27%
Kun LAN ( ᚆտ)C 6,056,750 0.29% – – 6,056,750 0.49% 0.26%
Quanzhou Wolun Hongshen V enture
Capital Investment Partnership
(Limited Partnership) (⮹
௴ุҳ༟ΥྫΆุ(Υྫ))
C 5,675,250 0.27% – – 5,675,250 0.46% 0.24%
Jiantou Investment Co., Ltd. (ҳҳ
ப΂ʮ̡)C 5,675,250 0.27% – – 5,675,250 0.46% 0.24%
China Insurance Investment Co., Ltd.
(ப΂ʮ̡)D 5,561,750 0.26% 5,561,750 0.50% – – 0.24%
Guotai Haitong Jihe
Nanchang Zhengtong Equity
Investment Fund Partnership
(Limited Partnership) (ᛆ
ΥྫΆุ(Υྫ))
D 5,277,950 0.25% 5,277,950 0.47% – – 0.22%
Shanghai Haitong Zhida Private
Equity Investment Fund Partnership
(Limited Partnership) ( ɪऎऎஷ౽༺
ΥྫΆุ(Υྫ))
D 397,250 0.02% 397,250 0.04% – – 0.02%
Subtotal 5,675,200 0.27% 5,675,200 0.51% – – 0.24%
Jiangsu Jianyin Investment Co., Ltd.
(ʮ̡)
C 5,197,850 0.25% – – 5,197,850 0.42% 0.22%
Li Song Foundation Company Limited
(ʮ̡)C 5,047,300 0.24% – – 5,047,300 0.41% 0.21%
Shaanxi Jinzi Jinji Equity Investment
Partnership (Limited Partnership)
(ᛆҳ༟ΥྫΆุ(Ϟ
Υྫ))
C 5,047,300 0.24% – – 5,047,300 0.41% 0.21%
Shenzhen Jinshi Tiancheng
Technology Investment Co., Ltd.
(ʮ̡)
C 5,047,300 0.24% – – 5,047,300 0.41% 0.21%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 209 ---
As of the Latest
Practicable Date Immediately upon completion of the Global Offering
Shareholders
Number of
Shares
Approximate
ownership
percentage
Number of H
Shares Held
% of issued
H Shares
Number of
Unlisted
Shares Held
% of issued
Unlisted
Shares
Approximate
ownership
percentage
YOOZOO
YOUSU GmbH C 2,523,650 0.12% – – 2,523,650 0.20% 0.11%
Y ousu HongKong Limited (ಥ
ʮ̡)C 2,523,650 0.12% – – 2,523,650 0.20% 0.11%
Subtotal 5,047,300 0.24% – – 5,047,300 0.41% 0.21%
Huaxu Fund
Huaxu (Guangzhou) Industrial
Investment Fund Management
Partnership (Limited Partnership)
(ߜ(ᄿψ)၍ଣΥྫΆ
ุ(Υྫ))
C 3,028,400 0.14% – – 3,028,400 0.24% 0.13%
Chongqing Huaxu Private Equity
Investment Fund Partnership
(Limited Partnership) (ӷ෍
ΥྫΆุ(Υྫ))
C 2,018,900 0.10% – – 2,018,900 0.16% 0.09%
Subtotal 5,047,300 0.24% – – 5,047,300 0.41% 0.21%
Jiaxing Benshuo V enture Capital
Investment Partnership (Limited
Partnership) ( ྗጳ㫊၂௴ุҳ༟Υྫ
Άุ(Υྫ))
D 4,937,450 0.23% 4,937,450 0.44% – – 0.21%
Gongqingcheng Fangwei Equity
Investment Partnership (Limited
Partnership) (ᛆҳ༟Υ
ྫΆุ(Υྫ))
B 4,540,200 0.22% 908,050 0.08% 3,632,150 0.29% 0.19%
Gongqingcheng Chongtai Zhihe
V enture Investment Partnership
(Limited Partnership) (ਫ਼इ౽
௴ุҳ༟ΥྫΆุ(Υྫ))
C 4,414,100 0.21% – – 4,414,100 0.36% 0.19%
Black Dragon AP SPV1 D 4,125,900 0.20% 4,125,900 0.37% – – 0.17%
Julong Jingrun C 4,093,450 0.19% – – 4,093,450 0.33% 0.17%
Zhenchun FANG (૮)C 4,037,850 0.19% – – 4,037,850 0.33% 0.17%
Wuhan Huashi Huitian Private Equity
Investment Fund Partnership
(Limited Partnership) (ဏശྼි૴
ΥྫΆุ(Υ
ྫ))
C 3,405,150 0.16% – – 3,405,150 0.28% 0.14%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 210 ---
As of the Latest
Practicable Date Immediately upon completion of the Global Offering
Shareholders
Number of
Shares
Approximate
ownership
percentage
Number of H
Shares Held
% of issued
H Shares
Number of
Unlisted
Shares Held
% of issued
Unlisted
Shares
Approximate
ownership
percentage
Vision Knight Capital
Suzhou Xiangzhong V enture
Investment Partnership (Limited
Partnership) ( ᘽψୂ΀௴ุҳ༟Υྫ
Άุ(Υྫ))
C 2,422,700 0.11% – – 2,422,700 0.20% 0.10%
Nanjing Xiangzhong V enture
Investment Partnership (Limited
Partnership) (ԯୂ΀௴ุҳ༟Υྫ
Άุ(Υྫ))
C 605,700 0.03% – – 605,700 0.05% 0.03%
Suzhou Weixin Taike V enture
Investment Partnership (Limited
Partnership) ( ᘽψၪอ⌹ὄ௴ุҳ༟
ΥྫΆุ(Υྫ))
C 2,018,900 0.10% – – 2,018,900 0.16% 0.09%
Subtotal 5,047,300 0.24% – – 5,047,300 0.41% 0.21%
Gongqingcheng Yintai Jiayi
Investment Partnership (Limited
Partnership)(ვइྗूҳ༟Υ
ྫΆุ(Υྫ))
C 3,028,400 0.14% – – 3,028,400 0.24% 0.13%
Fuzhou Innovation & Tech V enture
Investment Partnership (Limited
Partnership) (ҳ༟Υྫ
Άุ(Υྫ))
C 3,028,400 0.14% – – 3,028,400 0.24% 0.13%
Ningbo Fengxi V enture Investment
Partnership (Limited Partnership)
(ᔮᘙ௴ุҳ༟ΥྫΆุ(Υ
ྫ))
C 3,028,400 0.14% – – 3,028,400 0.24% 0.13%
Zibo Pufeng Darun Equity Investment
Fund Partnership (Limited
Partnership) (ᛆҳ༟
ΥྫΆุ(Υྫ))
B 2,577,350 0.12% 1,288,700 0.11% 1,288,650 0.10% 0.11%
Lighthouse Capital (HK) Financial
Limited ( Έ๕༟͉(ಥ)ʮ
̡)C 2,166,100 0.10% – – 2,166,100 0.17% 0.09%
Shaanxi Zhongtou Zhanlu Phase II
Equity Investment Partnership
(Limited Partnership) ( ৯Г଺ҳರጅ
ᛆҳ༟ΥྫΆุ(Υྫ))
D 2,043,100 0.10% 2,043,100 0.18% – – 0.09%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 211 ---
As of the Latest
Practicable Date Immediately upon completion of the Global Offering
Shareholders
Number of
Shares
Approximate
ownership
percentage
Number of H
Shares Held
% of issued
H Shares
Number of
Unlisted
Shares Held
% of issued
Unlisted
Shares
Approximate
ownership
percentage
Quanzhou Hongzhao Qiangxin V enture
Investment Partnership (Limited
Partnership) (௴ุҳ༟
ΥྫΆุ(Υྫ))
C 2,018,900 0.10% – – 2,018,900 0.16% 0.09%
Wimzie Zotac Limited D 1,135,050 0.05% 1,135,050 0.10% – – 0.05%
Investors taking part in Global
Offering – – 247,692,800 22.10% – – 10.50%
Total 2,111,285,100 100.00% 1,120,964,824 100.00% 1,238,013,076 100.00% 100.00%
Notes:
“A” indicates Shares which are held by our core connected persons, and therefore will not be counted as part of the
public float.
“B” indicates part of the Unlisted Shares will be converted into H Shares and listed on the Stock Exchange, which
will be counted as part of the public float; for the Unlisted Shares which will not be converted into H Shares, such
Shares will not be counted as part of the public float.
“C” indicates the Unlisted Shares held by such Shareholders will not be converted into H Shares, and therefore will
not be counted as part of the public float.
“D” indicates the Unlisted Shares held by such Shareholders will be converted into H Shares and listed on the Stock
Exchange, and therefore will be counted as part of the public float.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 201 –


--- page 212 ---
CORPORATE STRUCTURE IMMEDIATELY BEFORE COMPLETION OF THE GLOBAL OFFERING
The chart below sets out the simplified corporate structure of our Group immediately before completion of the Global Offering:
Bright Peak
Pte. Ltd.
(Singapore)
Mr. Zhang(1)
Our Company
(PRC)
Zhuhai Biren
(PRC)
Guangzhou Biren Semiconductor
Technology Co., Ltd.*
(ਨ )
(PRC)
Hangzhou Biren
(PRC)
Shanghai Xinzhili Enterprise
Development Co., Ltd.*
(ᶲ㴟㕘ᷳ䣓ẩ㤕䘤⯽㚱旸℔⎠)
(PRC)
RidgeStone
Technology, Inc.
(Delaware)
Shanghai
Biliren(1) Mr. LiangQM120 Country Garden
Venture Capital(2)
Zhuhai
Da Heng Qin
Qingdao
Huaxin
Anchor
Shenzhen SongheSky9 Capital(3) Zhuhai Gree Other Pre-IPO
Investors(4)(5)
100%
Guangzhou Biren
(PRC)
100%
Shanghai Biren Semiconductor
Technology Co., Ltd.*
(ᶲ㴟⡩Ẇ⋲⮶橼䥹㈨㚱旸℔⎠)
(PRC)
100%100%100%100%100%100%
Beijing Biren
(PRC)
100%
100%
Shanghai Biren Information
Technology Co., Ltd.*
(ਨ)
(PRC)
Alpine Atlas
Limited
(Hong Kong)
100%
100%
8.68% 9.06% 4.35% 3.09% 3.82% 3.15% 2.95% 2.62%
Clear Affluent
2.82% 55.40%2.17% 1.89%
Shanghai Aoyan
(PRC)
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 202 –


--- page 213 ---
Notes:
1. Pursuant to the AIC Agreement, Shanghai Biliren and Mr. Zhang confirmed and acknowledged they have been acting in concert to control the decision-m aking and operational
management of our Company in its shareholders’ meetings. In the event they are unable to reach consensus on matters of our Company, Shanghai Biliren sh all act in accordance
with the instructions of Mr. Zhang. Further, Mr. Zhang is in a position to control Shanghai Biliren as a result of the voting proxy agreement entered int o, among others, Shanghai
Zhuoren (as the general partner of Shanghai Biliren) and the general partners of all limited partners of Shanghai Biliren. For details, see “History, Development and Corporate
Structure – Acting in Concert Agreement and V oting Proxy Agreement”.
2. Includes Shares held by Huibi No. 2 and Country Garden V enture Capital. For details, see “Information about our Pre-IPO Investors – Country Garden V enture Capital” in this
section above.
3. Includes Shares held by Sky9 Alpha, Sky9 Capital MVP and Y unjiu No. 1. For details, see “Information about our Pre-IPO Investors – Sky9 Capital” in th is section above.
4. For further details of other Pre-IPO Investors, see “Pre-IPO Investments – 5. Information about our Pre-IPO Investors” for details.
5. As of the Latest Practicable Date, 22,952,300 Shares held by Zhongtong Ruide, representing approximately 1.09% of our Company’s entire share capi tal, was subject to a
freezing order under (the “ Freezing Order ”) assets protection made by the Shanghai Financial Court, Pudong New Area People’s Court of Shanghai, the Intermediate People’s
Court of Dongguan City and the People’s Court of Changning District (the “ Court ”) in connection with pending lawsuit against Zhongtong Ruide for disputes with certain
Independent Third Parties. Neither our Company nor any of our Directors or senior management members was involved in such pending lawsuit. As of the La test Practicable
Date, the lawsuit was still on going. Pursuant to the applicable PRC laws and regulations, shares subject to a freezing order are not eligible for conve rting into H Shares and
cannot be transferred or disposed. Our Director confirmed that, given Zhongtong Ruide is not applying for conversion of such Shares into H Shares upon Listing, the Freezing
Order made by the Court does not have a material adverse impact on our Group’s business operations or our Company’s proposed Listing in Hong Kong.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 203 –


--- page 214 ---
CORPORATE STRUCTURE IMMEDIATELY FOLLOWING COMPLETION OF THE GLOBAL OFFERING
The chart below sets out the simplified corporate structure of our Group immediately following completion of the Global Offering (assuming
the Offer Size Adjustment Option and the Over-allotment Option are not exercised):
Bright Peak
Pte. Ltd.
(Singapore)
Mr. Zhang(1)
Our Company
(PRC)
Zhuhai Biren
(PRC)
Shanghai Aoyan
(PRC)
Hangzhou Biren
(PRC)
Shanghai Xinzhili Enterprise
Development Co., Ltd.*
(ᶲ㴟㕘ᷳ䣓ẩ㤕䘤⯽㚱旸℔⎠)
(PRC)
RidgeStone
Technology, Inc.
(Delaware)
Shanghai
Biliren(1) Mr. LiangQM120 Zhuhai
Da Heng Qin
Qingdao
Huaxin
Anchor
Other Pre-IPO
Investors(4)(5)
Other Public
Shareholder(6)
100%
Guangzhou Biren
(PRC)
100%
Shanghai Biren Semiconductor
Technology Co., Ltd.*
(ᶲ㴟⡩Ẇ⋲⮶橼䥹㈨㚱旸℔⎠)
(PRC)
100%100%100%100%100%100%
Beijing Biren
(PRC)
100%
100%
Shanghai Biren Information
Technology Co., Ltd.*
(ਨ)
(PRC)
Alpine Atlas
Limited
(Hong Kong)
100%
100%
7.77% 8.11% 3.89% 2.77% 3.42% 49.61%2.64% 10.50%
Sky9 Capital(3)
2.34%
Shenzhen SongheZhuhai Gree
1.95% 1.69%
Clear Affluent
2.53%
Country Garden
Venture Capital(2)
2.82%
Guangzhou Biren Semiconductor
Technology Co., Ltd.*
(ਨ )
(PRC)
Notes:
1-5. See notes contained under the sub-section headed “– Corporate Structure Immediately before Completion of the Global Offering”.
6. These Shares will count towards the public float upon Listing. See “– Public Float” for details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 215 ---
OVERVIEW OF OUR BUSINESS
Who We Are
We develop GPGPU chips and GPGPU-based intelligent computing solutions to provide
the foundational computing power required by AI. By integrating self-developed GPGPU-
based hardware and proprietary BIRENSUPA software platform, our solutions support the
training and inferencing of AI models in a broad range of applications from cloud to edge. In
particular, strong performance and high efficiency for large language models (“ LLMs ”)
pre-training, post-training and inference of our GPGPU-based solutions, which possess high
technology barriers, provide us with key competitive advantages among domestic players. Our
technology forms a critical infrastructure to enable AI and advance AGI, addressing the surging
computational demands across various industries to drive productivity, innovation and
transformation.
Innovation and technology excellence are our core competencies. With the rapid
development of AI, especially through LLMs and generative AI, many businesses have an
increasing need for computing solutions to meet their surging demand for computing power
and harness the power of AI. To meet such demand, we have self-developed our Specialist
Technology Product which is an integrated intelligent computing solution comprising of two
components, namely (i) hardware systems based on our GPGPU architecture and chips, and (ii)
BIRENSUPA, a computing software platform. To better address our customers’ urgent
demands for high-performance computing and intelligent applications, our Specialist
Technology Product can be offered as large-scale intelligent computing clusters, which consist
of a large number of interconnected GPGPU units and that work together to perform parallel
processing tasks and controlled by our BIRENSUPA software platform.
GPGPU-based
Hardware
AI Development
& Application
BIRENSUPA
Software
Platform
OAM ServerPCIe
Server Cluster/
Supernode
O
A
MM
…
Power
GPGPU Chip
Cloud Inference Edge Computing
Self-developed
Open-source/
3rd Party Provider
Cloud Training
Large
ModelAI
ToolLibrary Programming
Model
Megatron-LM
Compiler Driver
In-house developed
Framework (SuInfer/
SuInfer-LLM)
PyTorch
vLLM
PaddlePaddle
BUSINESS
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--- page 216 ---
With the groundbreaking advancements in large language models such as DeepSeek,
QWEN and GPT, the AI technology sector is witnessing three notable trends: (i) the
exponential growth in the scale of parameters and training data, which pushes the boundaries
of model capabilities; (ii) the accelerated evolution of multimodal fusion architectures,
enabling the collaborative processing of multimodal data including text, images, and speech;
and (iii) the emergence of reasoning models that significantly enhance inference performance,
facilitating the broader adoption of AI applications. These trends directly drive the demand for
intelligent computing chips: for training, there is a need for high computational density to
support large-parameter model iterations; while for inference, there is strong demand for low
latency and high concurrency, thereby reducing inference costs. Moreover, beyond the
trajectory of large models, AI technology is poised for further breakthroughs and
transformations. Following the scaling trends in pre-training large language models,
subsequent post-training scaling (including reinforcement learning, fine-tuning, and
alignment) and test-time scaling (such as chain-of-thought prompting and complex reasoning
strategies) have substantially amplified computational demands. Additionally, the rise of
reasoning-model-based agents, involving iterative interactions and autonomous decision-
making, has further intensified these computational requirements. Next-generation models are
expected to require computational capacity increases by thousands or even tens of thousands
of times, presenting a need for diversification. GPU chips will need comprehensive upgrades
across multiple dimensions, including computing power, memory capacity and bandwidth,
interconnection, general-purpose flexibility, and energy efficiency. These enhancements are
crucial to ultimately meet the requirements for ultra-large-scale training and real-time
inference, as well as the next generation computing paradigms. As a result, the market size of
China’s intelligent computing chips increased from US$1.7 billion in 2020 at a CAGR of
105.0% to US$30.1 billion in 2024 and is expected to further grow to US$201.2 billion in 2029,
with a CAGR of 46.3% from 2024 to 2029, according to CIC.
We have a comprehensive understanding of the crucial demands driven by the
above-mentioned trends in AI technology development. We strategically align our core
technologies and product systems with requirements surrounding large language models,
having achieved high performance, high energy efficiency, and multimodal adaptability
through in-house research and development. This enables us to provide the computational
support necessary for training and inference of large models with hundreds of billions of
parameters. Our products fully support mainstream open-source large models such as
DeepSeek, QWEN, and LLaMA, demonstrating our technological maturity in essential
scenarios such as trillion-parameter LLM and multimodal models training and inference.
BUSINESS
– 206 –


--- page 217 ---
We have built our solutions upon five foundational pillars: a self-developed GPGPU
architecture, system-on-chip (“ SoC”) design, hardware system, software platform, and cluster
deployment optimization. Specifically:
 Our technology capabilities and solution excellence are underpinned by our in-house
developed GPGPU architecture, which is purpose-built for handling large-scale AI
workloads, especially LLM workloads, to accommodate expanding model sizes,
parameters and complexities, while offering high-performance and superior general-
purpose flexibility, energy-efficiency and scalability. The unified and continuously
evolving GPGPU architecture is the core of our platform strategy and lays a solid
foundation for fast iteration and development of next generation computing
platform.
 Based on the self-developed GPGPU architecture, we design and launch a series of
chips. According to CIC, we are the first company in China to package dual AI
computing dies using 2.5D chiplet technology, supported by our superior SoC design
and execution capabilities. We are among the first in the industry to support
advanced interconnection specifications, according to CIC. Our SoC design
methodology and workflow ensure successful VLSI (V ery Large Scale Integrated
Circuit) execution and first-time-right tape-out, which help us achieve mass
production and commercialization with our first generation products.
 We have developed a comprehensive portfolio of high-performance hardware
systems in various form factors containing our self-developed GPGPUs chips, such
as PCIe Card, OAM, UBB, and servers. Our hardware systems support both
air-cooled and liquid-cooled solutions, helping to reduce the PUE and optimize
energy efficiency of data centers and comply with applicable energy-saving
requirements. We provide enterprises the mission-critical large-scale computing
infrastructure that offers high performance, reliability, and scalability.
 We have developed the BIRENSUPA software platform, bridging all of our hardware
systems with diverse AI applications and scenarios. BIRENSUPA enables our
hardware features, optimizes their performance and manages large-scale GPGPU
clusters. It offers user a friendly programming interface, high performance libraries,
training and inference frameworks and comprehensive set of tool chains to
streamline the development and deployment of AI solutions. Furthermore,
BIRENSUPA is compatible with other third-party GPGPU computing software
platforms, significantly reducing the migration cost to our GPGPU products.
 We have developed comprehensive solutions of large-scale intelligent computing
cluster by integrating our hardware systems and software platform with other
hardware infrastructure such as servers, storage, and networking equipment
provided by partners. Our cluster management platform, BIRENCUBE, is designed
to manage extensive AI hardware infrastructure, allowing us to help customers
construct GPU clusters comprising of over one thousand, or even ten thousand, GPU
chips.
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Scaling from thousands to tens of thousands of GPGPUs
Comprehensive Optimization, High Reliability, and Stability
Heterogeneous GPU Collaborative Training
Self-Developed Programming Model (BIRENSUPA) Hardware
Performance Maximization; Low Development Barriers
Mainstream Ecosystems Compatibility; Strong Ecosystem Moat
Self-Developed GPGPU Architecture with Independent Innovation
High-Performance AI Computing
Maintaining General-Purpose Flexibility
Cluster
Deployment
Optimization
O
O
5 Key Technological Pillars
(Core Technology Stack)
SoC
Design
Hardware
System
Software
Platform
Self-Developed and Proprietary
GPGPU Chips and Hardware Products
Self-Developed End-to-End Software Stack
High-Performance
Intelligent Computing Cluster
Self-
Developed
GPGPU
Architecture
Our product development strategy is platform-based, integrating both hardware and
software. Leveraging a unified hardware architecture and a software platform, we create a
comprehensive portfolio of GPGPU chips and GPGPU chip-based hardware products,
consistently iterating to enhance our offerings. This approach allows us to achieve a high
degree of co-design between hardware and software, significantly improving development
efficiency while ensuring a consistent user experience. The unified software platform supports
rapid adaptation and optimization across multiple chip products, providing users with seamless
cross-product compatibility that lowers the barriers to use. This platform-based strategy not
only accelerates product iteration and innovation but also strengthens our competitive edge in
the intelligent computing ecosystem, delivering users an efficient, stable, and consistent
computing experience. We have implemented a highly effective “1+1+N+X” platform strategy
that can be summarized as “1” GPU architecture + “1” unified software platform, deriving
“multiple” chips and a “comprehensive” portfolio of products, to enable “diverse” use cases.
PCIe
OAM
OOOO
AAAA
MMM
AI Server
Cloud
Training
C
l
 d
Cloud
Inference
C
l
 d
Edge
Computing
1
1
N
X
Server
Cluster
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As AI adoption continues to expand, a growing number of companies across diverse
industries are creating innovative AI-enabled products and services, significantly increasing
the demand for computing power. Key sectors, including AI data centers, AI solutions and
Internet, are at the forefront of the race, significantly increasing their investment in computing
power and related infrastructure. Moreover, leading companies within these industries account
for the majority of capital expenditures on computing power. Hence, we implement the strategy
that targets key industries with high demand for computing power, and form strategic
partnerships with large customers in each industry. These selected key industries include AI
data centers, telecommunications, AI solutions, energy and utilities, financial technology, and
Internet. With localized expertise and on-the-ground customer support, our solutions are
designed to address unique needs of these customers.
 We started to generate revenue from our intelligent computing solutions in 2023.
During the year ended December 31, 2024 and for the six months ended June 30,
2025, we had 14 and 12 customers for our Specialist Technology Product,
respectively, contributing a revenue amounted to RMB336.8 million and RMB58.9
million, respectively.
 As of the Latest Practicable Date, we had 24 unfulfilled binding orders for our
Specialist Technology Product with a total value of approximately RMB821.8
million.
 In addition, as of the Latest Practicable Date, we have entered into five framework
sales agreements and 24 sales contracts for our Specialist Technology Product with
a total value of approximately RMB1,240.7 million, which will contribute to our
future revenue when realized.
Our Talent and Culture
We have a strong R&D team. As of June 30, 2025, we had 657 employees focused on
research and development, accounting for approximately 83% out of our total employees. Over
78% of our R&D staff held master or doctor degrees from renowned universities. We have over
210 R&D staff with more than 10 years industry experience, consisting of over 33% of our total
R&D staff.
Our culture is defined by “R.E.C.I.P .E.”, which stands for Responsibility, Excellence,
Collaboration, Innovation, Pragmatism, and Empowering. Benefiting our culture established
since day one, we have built a strong and experienced team with proven track record. We have
won Best Workplaces in Asia 2023 from Great Place to Work due to our high Trust Index and
Culture Audit results.
Innovation is at the heart of our culture and allows us to continue to enhance and expand
our solution offerings. As of June 30, 2025, we submitted 1,158 self-developed invention
patent applications, which is the biggest number among GPGPU companies in China according
to CIC, and 67 other related patent applications globally, and have obtained 388 invention
patents and 58 other related patents with 100% grant rate.
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Open collaboration is a key strategy for us to cultivate a thriving ecosystem. We work
with leading universities to grow and strengthen our developer ecosystem, including Tsinghua
University, Fudan University, Shanghai Jiao Tong University, and Zhejiang University. We are
cultivating a developer community by sharing our BIRENSUPA platform with universities,
research institutes and developers. We encourage developers to develop deep learning
algorithm applications based on BIRENSUPA and provide extensive tool kits, training
materials, and developer supports. We also embrace different types of open-source
communities, enabling us to reach more developers.
COMPETITIVE STRENGTHS
We believe that the following competitive strengths have contributed to, and will continue
to contribute to our success and differentiate us from our competitors.
Advanced Technology and Solution in General Intelligent Computing
We provide integrated general intelligent computing solutions. We self-developed our
entire GPGPU architecture from ground up. Our solutions encompass a set of architecture
innovations and advanced technologies, providing superior performance, efficiency and
scalability that can be applied in large-scale training and inference for a wide variety of AI
algorithms and scenarios. Our technology excellence is evidenced by the following:
 We differentiate ourselves from AI chip companies in China through our dedication
to and expertise in GPGPU architecture. For example, we have developed the
BR10 X – a general-purpose and high-performance computing architecture tailored
for AI workloads. This architecture delivers efficient processing for both
transformer-based large language models (LLMs) and traditional AI compute
kernels, while ensuring forward-compatibility with emerging AI paradigms. By
integrating general-purpose flexibility with dedicated AI acceleration, BR10X
facilitates seamless adaptation to rapid algorithm advancements, fulfilling the dual
demands of AI performance optimization and general-purpose computational
flexibility;
 We possess technology capabilities in full stack innovation, solidifying our
competitive edge in China’s GPGPU landscape. We have implemented advanced
technologies including high-speed interconnection, high bandwidth memory, chiplet
package into products to advanced packaging to address the exponential growth in
AI workloads. We were among the first GPGPU companies in China to utilize PCIe
Gen 5, CXL, high performance DRAM and dual-die chiplet design in
commercialized products, according to CIC. We were among the first GPGPU
companies in China that successfully developed, prototyped and mass-produced
high-performance OAM and Universal Baseboard, according to CIC;
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 We possess the highest number of invention patent submissions among GPGPU
companies in China as of December 31, 2024, according to CIC;
 Both our GPGPU chip and servers containing our GPGPU chips (independently
submitted by our server partner) won the first place in language processing model
BERT and image classification model ResNet50 in the closed division in MLPerf
Inference 2.1 among available category;
 We were the first and only GPGPU company in China to be invited to speak at Hot
Chips Conference Opening Session, known as one of the semiconductor industry’s
leading conferences, according to CIC;
 We won the SAIL Award at W AIC 2022 and 2025, which is one of the most
prestigious awards in intelligent computing, according to CIC;
 We were among the earliest GPGPU companies in China whose products are
commercially deployed in one thousand chip clusters, according to CIC. Moreover,
the one thousand chip cluster continuously run more than 5 days without any
software or hardware interruption, and more than 30 days without training service
interruption which proved the strong stability and fault tolerance capability in large
scale training;
 We were the only GPU and intelligent computing cluster company who won the
Excellent Typical Cases of 2024 Future Industrial Innovation and Development in
Iconic product segments; and
 We won New Quality Productivity Industry Practice “Artificial Intelligence”
Demonstration Case issued by Global Times Newspaper and China Association for
Science and Technology New Technology Development Center, and were the only
startup company among the top five winners.
Our technology capabilities play a pivotal role in our early success of commercialization.
Our highly competitive solutions make us the go-to-choice for industry-leading customers in
China who are seeking domestic supplies. Our solutions, technologies and know-hows poised
us for commercial deployment of intelligent computing clusters containing more than ten
thousand GPGPU chips.
Comprehensive Software Ecosystem
We focus on end-to-end co-design and co-optimization of our hardware systems and
software platform. We have developed an integrated intelligent computing solution comprising
two key components: (i) GPGPU-based hardware systems, and (ii) BIRENSUPA, our
computing software platform. As of the Latest Practicable Date, we have launched a diverse
range of GPGPU-based hardware products with different configurations, catering to various
market segments, from cloud-based training and inference to edge inference. The scalable and
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programmable nature of our GPGPU architecture, combined with the BIRENSUPA software
platform, enables our solutions to be deployed at scale and to serve multiple markets while
maintaining a consistent technology foundation. Leveraging this core architecture, we
efficiently develop a broad portfolio of solutions that address diverse computing needs.
BIRENSUPA offers a comprehensive software stack, including driver, programming
language, libraries, tool chain, AI frameworks, and application interfaces. For customers
focusing on in-depth AI model development, we provide an open programming platform with
an intuitive programming language and a rich set of debugging and profiling tools. Developers
can write C/C++ programming language code and Python model script for building
acceleration libraries and optimizing AI models. For those prioritizing seamless integration and
rapid production, we offer ready-to-use, end-to-end solutions that minimize deployment effort.
Broad support for open-source communities is critical to the adoption of our solutions.
BIRENSUPA supports mainstream deep learning frameworks, including PyTorch, TensorFlow,
PaddlePaddle, as well as LLM frameworks such as DeepSpeed, Megatron-LM, and vLLM.
Additionally, Our self-developed inference engine, suInfer/suInfer-LLM, is optimized for
performance, providing an excellent solution for inference services adoption. We provide
native support for a wide range of LLMs and multimodal workloads, including DeepSeek, GPT,
LLaMA, Stable Diffusion, ChatGLM, Baichuan, and Qwen. Furthermore, our platform
supports traditional deep learning models across multiple domains, including ResNet50, YOLO
for computer vision, BERT, Transformer for natural language processing, Conformer, Tacotron
for speech processing, and DLRM for recommendation systems, etc.
Proven Commercialization Results with High-Quality Customer Base
Our strategy is to strategically partner with large customers in key industries with high
demands for computing power. As compared to global competitors, our localized expertise in
China and on-the-ground customer support enabled us to form strategic partnerships with large
customers in key industries, such as AI data centers, telecommunications, AI solutions, energy
and utilities, financial technology, and Internet, to understand and address their unique needs.
As of the Latest Practicable Date, we have provided solutions to nine Fortune China 500
companies, among which five are also listed in the Fortune Global 500. For example, in
September 2023, we entered into a strategic cooperation agreement with a leading IT company
in China pursuant to which we will co-develop and provide intelligent computing solutions to
build AI cloud infrastructure and support the AI applications in sectors such as intelligent 5G,
smart manufacturing, smart cities, finance etc. We are committed to deepening collaborations
with such customers and completing lighthouse projects. By serving industry leaders and
forming partnership with large customers, we expect to accelerate market adoption of our
solutions and further penetrate to other players in such industries.
Close relationships with leading customers in each industry also help us expedite our
solution deployment and build industry standard solutions. Collaborating with industry leaders
will enable us to leverage the deep understanding of industry-specific needs and enhanced
reputation to further penetrate into other players in such industries without incurring
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significant sales and marketing efforts. These industry insights, foresights and experience also
allow us to contemplate a forward-looking product roadmap and achieve faster and competitive
product iteration with a long-term vision. In addition, we have also forged strong relationships
with reputable domestic suppliers, ensuring the performance and supply of our solutions and
accelerating our commercialization plans.
Experienced R&D Team with Deep Industry Know-how
Our advanced technologies and solutions in intelligent computing are attributable to our
experienced R&D team with deep industry know-how and resources. Moreover, we have
attracted and retained a highly qualified R&D team. As of June 30, 2025, we have a R&D team
consisting of 657 employees, with more than 78% of our R&D employees have a degree of
Master or above from renowned universities. Our R&D team’s expertise spans a wide range of
subject areas, including architecture design, SoC design, system design, software engineering,
and supply chain management, among others. A substantial portion of our R&D staff is
equipped with extensive know-how and expertise over multiple years’ industry experience
accumulated while serving other leading semiconductor and information technology companies
before joining us. As of June 30, 2025, over 210 members of our R&D team have work
experience over 10 years. Leveraging their extensive experience and know-how, we are able to
streamline our engineering process and ensure continuous success in our future development.
As of June 30, 2025, we submitted 1,158 self-developed invention patent applications, which
is the biggest number among GPGPU companies in China according to CIC, and 67 other
related patent applications globally, and have obtained 388 invention patents and 58 other
related patents with 100% grant rate. To further enhance our R&D capabilities and attract more
talent, we have established a postdoctoral research station, and cooperated with leading
universities.
Visionary Management with a Proven Track Record of Innovation and
Commercialization
Our management team consists of both top scientists and business veterans, offering
in-depth insights and strong relationships within the industry value chain. Our founder,
Chairman and Chief Executive Officer, Mr. Zhang, has more than 10 years of management
experiences in AI and hardware technologies, and has extensive experience in the integrated
circuit and artificial intelligence industries and other next-generation information technology
industries, with demonstrated achievements in corporate strategy, management and capital
markets operation. Prior to founding our Company, Mr. Zhang served as the president of a
leading AI company in China and was vital to its commercial success. Mr. Zhang was presented
with the Shanghai “Magnolia Gold Award” in 2021; “Outstanding Entrepreneur in IT industry
in Shanghai” in 2020; “2021 Annual Entrepreneur” awarded by Dark Horse Technology ( ௴ุ
ල৵); and “2022 Annual Entrepreneur” awarded by Cyzone ( ௴ุԞ). Mr. Zhang is a visiting
associate professor at the University of Hong Kong. Mr. Zhou HONG, our CTO, is the chief
architect of our GPGPU chip and is responsible for the definition and design of GPGPU
architecture. Mr. Hong has nearly 30 years of experience in design and engineering of GPU and
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has led R&D teams at multiple leading semiconductor companies in China and overseas. Mr.
Hong holds over 70 patents globally. We believe that our visionary management and talent pool
will keep playing key roles in fulfilling our mission as we continue to expand and attract more
vision-sharing talent.
OUR STRATEGIES
We strive to achieve our long-term goal of enabling technology advancements and
accelerating the applications of artificial intelligence. To achieve this goal, we intend to pursue
the following strategies.
Continue to Invest in Self-developed Core Technology
Our success is driven by our capabilities to continuously improve our core technologies
underlying our solutions. As such, we will continue to invest in our research and development
capabilities, particularly with respect to our core technologies including self-developed
computing cores, NoC, high-speed IO and SoC design to further enhance self-sufficiency and
self-control of our core technologies.
We are also focusing on the research and development of other related advanced
technologies to enable system-level and cross-domain innovation, enhance AI computing
system performance and scalability, and reduce the cost of large model training and
deployment, which will allow wider application of AI across diverse industries and application
scenarios. For example:
 3D stacking technology, which enables vertically stacking and packaging multiple-
layer chips, integrates more transistors and memory, improving chip computing
density and memory bandwidth;
 CPO (co-package optics), which integrates optical modules with GPUs to shorten
transmission distance and reduce energy consumption, applied to GPU clusters
interconnects with tens of thousands of chips in large-scale data center;
Further Develop and Optimize Our Solutions
We have been investing in, and will continue to invest in the development and
optimization of our solutions, which we believe are critical to our long-term success.
Leveraging our technology capabilities, we will continue to upgrade our solutions
comprehensively in terms of architecture, SoC, hardware systems and software platform, to
address customers’ evolving business needs and create value for them. To better accommodate
the increasingly intensive computing demand from generative AIs, we will further enhance our
products with larger and faster memory, faster interconnection, etc., and enable larger scale
cluster capability with better reliability and manageability. For the evolution of our intelligent
computing hardware, specifically, we plan to develop and upgrade our existing GPGPU chips
and next-generation GPGPU chips, such as BR20X and BR30X, as well as develop
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GPGPU-based hardware powered by our existing and next-generation GPGPU chips. We also
focus on further enhancing the general-purpose flexibility, compatibility and ease-of-use of our
software platform, which will help accelerate the rump-up of our solutions among customers.
For development and upgrade of our software platform, specifically, we plan to expand the
array of training and inference models supported by our intelligent hardware and BIRENSUPA
software stack, enhance each part of our software platform, and build our own software
development infrastructure, encompassing software testing and release, which could further
improve our customers’ growing demands.
Enhance Our Open Ecosystem
We will continue to build a vibrant ecosystem by partnering with all stakeholders, namely
customers, suppliers, hardware and software partners, developers and developer communities,
and research institutes and universities, etc. In particular, we will (i) optimize the performance
of our products based on feedback from software developers and application partners, (ii)
participate in curriculum development, and contribute to talent cultivation for the AI industry,
(iii) foster developer communities to share resources, gather feedback, and drive continuous
ecosystem improvement, and (iv) collaborate with upstream and downstream industry players
to form alliances that enable full-stack integration across chip, model, and platform layers.
Close collaboration with these partners will help increase our brand awareness and accelerate
the adoption and commercialization of our solutions. Moreover, by collecting and adopting
feedbacks from our customers and partners, we will iterate on and productionize our solutions
faster, maintain a forward-looking perspective on customer needs and stay ahead of industry
trends and AI advancement.
Enhance Our Commercialization Capabilities
We are committed to the commercialization of our solutions. On the one hand, we will
continue to create value for customers with our solutions to enhance our competitive edge. We
aim to further enhance the performance, general-purpose flexibility, compatibility and stability
of our solutions with lower TCO. On the other hand, we will continuously acquire valuable
experience and industry know-how from serving existing customers. We have strategically
expanded our footprints into selected verticals such as AI data centers, telecommunications, AI
solutions, energy and utilities, financial technology, and Internet. As we continue to serve
vertical leaders, our solutions continue to iterate and optimize based on customers’ feedback.
By partnering with industry leaders, we have built proprietary know-how and formed an
in-depth understanding of each selected vertical. This empowers us to provide high-quality
solutions catering to the specific business needs of customers in those verticals, thereby
accelerating the commercialization of our solutions and enhancing customer loyalty.
Specifically, (i) we focus on core application scenarios such as large-scale model training
and inference scenarios, where our chips with high computing power have already been
deployed in demonstration projects and recognized by leading industry players, (ii) we are
building a comprehensive product matrix tailored to diverse customer needs, (iii) we continue
to enhance our chip and cluster performance through innovations in architecture and system
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design, (iv) we are developing a closed-loop model of “algorithm-chip-application,” using real
application feedback to train algorithms, guiding chip design, and enabling large-scale
deployment, thus forming a self-reinforcing commercialization cycle, (v) we actively promote
our products through industry exhibitions, academic conferences and social media, and (vi) we
maintain close cooperation with upstream and downstream partners to ensure stable supply,
expand software ecosystem coverage, and facilitate application-side adoption, thereby creating
a favorable environment for commercialization.
Attract and Retain Talent
We intend to expand our talent pool of scientists and engineers to augment our
capabilities in hardware design, software development and system solution on a continuous
basis, including (i) approximately 65 engineers specialized in GPGPU architecture, SoC
design, SoC verification and SoC front-end integration; (ii) approximately 20 engineers
specialized in PCIe design, post silicon high-speed IO system and A TE (automated test
equipment) test development; and (iii) approximately 50 engineers specialized in distributed
training, intelligent inference platform engine, software repository optimization and
heterogeneous computing. We believe that qualified and experienced R&D employees are
crucial to sustain our capabilities in the core technologies and the ongoing optimization of our
solutions. We also plan to retain our existing talent pool by offering competitive compensation
and cultivate talent internally by providing regular trainings.
OUR INTELLIGENT COMPUTING SOLUTIONS
We have self-developed GPGPU-based integrated intelligent computing solutions. Our
integrated intelligent computing solution comprises of two components, namely, (i) GPGPU-
based hardware systems and (ii) BIRENSUPA, a computing software platform. To better meet
our customers’ demands for large-scale intelligent computing power, we offer intelligent
computing cluster as a total solution by integrating our hardware systems and software
platform with other hardware infrastructure such as servers, storage, and networking equipment
provided by partners. During the Track Record Period, we did not separately sell the
GPGPU-based hardware systems without our BIRENSUPA software platform. We confirm that
all our intelligent computing solutions fall under the acceptable sector of “semiconductors”
pursuant to paragraph A.2 of Chapter 2.5 of the Guide, as we primarily engage in the design
of GPU chips.
Self-developed GPGPU-based Hardware Systems
Since 2019, we have developed our first-generation GPGPU architecture, upon which we
have successfully developed two chips, namely BR106 and BR110, and developed a family of
GPGPU-based hardware. We achieved mass production of BR106 in January 2023, and mass
production of BR110 in October 2024. We utilize chiplet technologies and advanced
chip-to-chip interconnect to launch BR166 chip products with higher performance by
co-packaging two BR106 chip dies. Our GPGPU chips are compatible with mainstream
third-party software platforms. The key components of GPGPU-based hardware, are our
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GPGPU chips which are integrated into industry standard hardware form factors such as PCIe
cards and OAM. Based on customer requirements, we market and sell PCIe cards, OAMs,
GPGPU servers or server clusters with different configuration. We refer to this entire portfolio
as our GPGPU-based hardware systems.
Our product roadmap is illustrated in the following diagram.
Performance
BR106
BR110
BR166
BR30X Series
BR20X Series
BR31X Series
Commercially Launched
Under Development
Under Planning
2026 2028 20272022 2023 2024 2025
Cloud Training
and Inference
Cloud Training
and Inference
Edge Inference
Cloud Training
and Inference
Cloud Training
and Inference
Edge
Inference
BR106 Chip – for Training and Inference
BR106 is a GPGPU chip designed for large-scale computing. BR106 is dedicated to
addressing the computing demands for AI training and inference, with augmented goals of
increasing productivity and reducing total cost of ownership. BR106 supports up to 4
independent secure virtual instances, 32-channel encoder and 256-channel decoder for 1080p
and 30fps videos under H.264/H.265 standards and is equipped with a state-certified hardware
security engine. BR106 offers flexible, efficient, secure and diverse computing solutions for AI
training and inference applications.
BR106 GPGPU Chip
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BR106 is shipped in OAM and PCIe card form-factor. Based on the needs of customers,
BR106 is primarily offered in four models, namely (i) BILI 106M in air-cooled OAM, which
is suitable for large scale AI training and inference applications; (ii) BILI 106L in liquid-cooled
OAM, which is suitable for super large scale AI training and inference applications; (iii) BILI
106B in 2-slot FHFL PCIe card, which is suitable for AI training and inference applications;
and (iv) BILI 106C in PCIe card, which mainly targets inference applications.
BR166 Chip – for Training and Inference
We have utilized chiplet technology to integrate two BR106 dies and four DRAM into a
single package, and launched our high-performing BR166 chip. BR166 doubles the
performance of BR106 in terms of peak computing power, memory, video encoding and
decoding, and interconnects. In addition, the maximum D2D (die-to-die) bidirectional
bandwidth between two BR106 dies can reach up to 896GB/s, ensuring high-speed internal
data interaction between two dies.
BR166 GPGPU Chip
BR166 is shipped in OAM and PCIe card form-factor. Based on the needs of customers,
BR166 is primarily offered in three models, namely (i) BILI 166M in air-cooled OAM, which
is suitable for large scale AI training and inference applications; (ii) BILI 166L in liquid-cooled
OAM, which is suitable for super large scale AI training and inference applications; and (iii)
BILI 166C in 2-slot FHFL PCIe card, which targets at AI inference applications. Our BILI
166L and BILI 166M entered mass production in August 2025, and our BILI 166C entered
mass production in December 2025.
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Built upon BR106 and BR166 chips, we have developed a comprehensive portfolio of
GPGPU hardware systems such as PCIe Card, OAM, servers and multi-server clusters, with
major product models summarized in the following table:
BR106
BILI 106L
BILI 106M
32-channel/
256-channel
256GB/s 400W
Cloud Training
and Inference,
especially for
large-scale
models
Commercially
launched
GPGPU-
based
Hardware
Form Factor
 Encoder/
Decoder
Bi-directional
Interconnection
Bandwidth
Thermal
Design
Power
(“TDP”)
Major
Target
Market
Current
Status
BILI 106B 192GB/s 300W Cloud Training and
Inference
Commercially
launchedPCIe card
BR166
BILI 166L
64-channel/
512-channel
576GB/s 600W Cloud Training
and Inference,
especially for
large-scale
models
Commercially
launched
BILI 166C
550W
450W
576GB/s
512GB/s
BILI 166M
Cloud Inference
PCIe card
OAM
(air cooled)
OAM
(liquid cooled)
OAM
(air cooled)
OAM
(liquid cooled)
Commercially
launched
BILI 106C 128GB/s 150W Cloud Inference Commercially
launchedPCIe card
BR110 Chip – for Inference
BR110 is our first generation edge and cloud inference chip. It is a cost-effective,
energy-efficient solution mainly designed for inference workload at the edge. Powered by the
same architecture as BR106, BR110 offers multi-precision performance and runs on the
ready-for-use BIRENSUPA software platform. BR110 supports up to 4 independent secure
virtual instances, 16-channel encoder and 160-channel decoder for 1080p and 30fps videos
under H.264/H.265 standards and is equipped with a state-certified hardware security engine.
BR110 offers flexible, efficient, secure and diverse computing solutions for cloud and edge
inference applications.
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BR110 GPGPU Chip
BR110 can be applied in embedded edge computing scenarios, such as industrial control
systems, robots and other embedded devices.
Future Generation Chips
In addition to our existing product portfolio, we are planning to launch our next
generation flagship data center chip, BR20X series for cloud training and inference, which is
developed based on our second generation architecture. We expect BR20X to deliver enhanced
computational power per card with our mature chiplet design in the first generation product
while adding native support to a broader range of data formats such as FP8, FP4, etc.. BR20X
is equipped with larger and faster memory, higher interconnect bandwidth, and a super-node
system design as compared to our current products. These enhancements aim to significantly
boost the performance for large model training and inference, thereby increasing business
value and reducing the TCO for our users. We have completed the architecture design for
BR20X and are currently in the process of physical design and verification for tape-out.
BR20X is expected to be commercially launched in 2026. Furthermore, as part of our
continuous innovation efforts, we are concurrently planning the future-generation BR30X
products for cloud training and inference, and BR31X for edge inference, which are expected
to be commercially launched in 2028. We are in the process of conducting feasibility analysis
and preliminary R&D on BR30X and BR31X products. We expect BR30X and BR31X to
deliver increased computational power, large memory capacity, enhanced ecosystem
adaptability, improved scalability and reduced TCO. With the launch of future-generation
products, we also expect to continue to offer our existing products based on customer demands.
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BIRENSUPA – Software Platform
Our GPGPU-based hardware is operated using our self-developed software platform,
BIRENSUPA. It is a software stack built on top of our GPGPUs for developing AI applications.
Our BIRENSUPA software platform consists of multiple layers (driver, library, programming
platform, machine learning framework, solution), which are designed to optimize performance,
enhance development efficiency, and support a wide range of AI applications.
Compiler
End-to-end
Workflow SDK
 AutoStream …
BIRENCUBE
 Model Zoo
Programming
Platform
BIRENSUPA
Programming Model
 Tools
Libraries
Hardware
Driver/HAL
BIRENSUPATM
Software
Platform
Application
 …
Framework
 suInfer/
suInfer-LLM
Heterogeneous
GPU
Collaboratively
Training
DeepSpeed/
Megatron-LM/vLLM
PyTorch/
PaddlePaddle
Video Automobile Text Audio Recommend Science
Elastic Toolkit
Self-developed
Open-source/
3rd  Party Provider
KMD
 UMD
 Virtualization
 Firmware
 Base Software/Driver: The base layer bridges hardware and software, enabling the
operating system to recognize and manage GPGPU hardware. It includes kernel-
mode and user-mode drivers, virtualization, and multi-GPU support. Our drivers
facilitate efficient data transmission and multitasking across various computing and
storage architectures while ensuring compatibility with different GPGPU models
and operating systems. Our virtualization software allows physical devices to be
partitioned into multiple virtual machines or containers, ensuring security, isolation,
and service quality for AI applications.
 The programming platform includes the BIRENSUPA programming model,
compiler, libraries, and developer tools.
o The BIRENSUPA programming model, compatible with industry prevailing
GPGPU programming model as well as featured with Biren GPGPU
architecture unique programming abstraction, enables developers to efficiently
create acceleration libraries and AI applications using C/C++ programming
language.
o Our self-developed GPGPU compiler optimizes resource utilization and
enhances development efficiency by translating high-level code into Biren
proprietary instruction set.
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o We provide a range of self-developed libraries, including suDNN library for
deep neural networks, suBLAS library for high-performance mathematical
operations, SCCL (SUPA Collective Communications Library) for efficient
multi-GPU communication, and more for other acceleration domains.
o To further support developers, we offer performance profilers, debuggers, and
sanitizers to optimize application performance and diagnose errors effectively.
 Frameworks: BIRENSUPA supports most mainstream open-source deep learning
frameworks, including PyTorch, TensorFlow, and PaddlePaddle. Our self-developed
suInfer and suInfer-LLM offer high-performance inference engines and services. We
also support open-source large language model (LLM) frameworks such as
DeepSpeed, Megatron-DeepSpeed, Megatron-LM and vLLM. To enhance large-
scale training reliability, fault tolerance capability and efficiency, we provide the
Elastic Toolkit that monitors large-cluster training jobs, detects software or
hardware failures, and recovers jobs within minutes, which is very critical for
large-scale deployments involving thousands of GPUs. Additionally, our
Heterogeneous GPU Collaborative Training (HGCT) module allows seamless
integration between GPGPU clusters offered by us and other vendors to create a
bigger heterogeneous cluster, enabling massive-scale model training.
 Solutions: We provide ready-to-use AI solutions tailored to customer applications.
Our BirenCUBE cloud management platform integrates development, demo, and
management tools for multi-user environments, supporting task and resource
scheduling across thousands of GPGPU devices. Additionally, Model Zoo hosts AI
models natively optimized for BIRENSUPA, allowing customers to deploy pre-
trained models or develop their own based on reference implementations.
Intelligent Computing Clusters
Complex AI models and massive datasets require thousands of GPUs or more with
exceptionally fast interconnections and a highly optimized software stack. In deep learning,
particularly large language models, operators such as extensive matrix operations,
convolutions and pooling requires significant computational resources. A single GPU often
falls short of meeting the demands of training deep learning algorithms on large-scale data;
therefore, a GPU cluster/supernode is employed to fulfill the need for a more efficient
computation. A GPU cluster/supernode consists of multiple GPU servers and/or chips that
accelerate the training of deep learning algorithms through parallel computing, resulting in
enhanced availability, reliability, and scalability. We integrate GPU hardware with high-speed
interconnects, networking, and fully optimized AI software stacks to deliver high application-
level performance, allowing customers to deploy hardware solutions securely and optimally.
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To meet the rapidly growing global demand for computing power, we are committed to
providing comprehensive intelligent computing cluster solutions to meet our clients’ urgent
needs for high-performance computing and intelligent applications. These intelligent
computing cluster/supernodes center around our self-developed high-performance GPGPU
chips and incorporate essential hardware infrastructure – including servers, storage devices,
and networking equipment – provided by our partners, alongside our optimized software stack.
This forms large-scale computing clusters ranging from hundreds to thousands and tens of
thousands of chips. This end-to-end solution includes chip design, hardware integration,
software optimization, and system deployment. Our comprehensive intelligent computing
cluster solutions not only reduce integration complexity for customers but also significantly
shorten the timeline from hardware procurement to application, facilitating a swift
transformation towards intelligent operations.
Our intelligent computing cluster solutions undergo systematic optimization,
demonstrating powerful performance in practical operations. They ensure stability during
prolonged high-load operations and support uninterrupted training tasks, with rapid recovery
capabilities in the event of failures. Key performance and technological highlights include:
 Reliability and performance:
o One thousand chip cluster is able to be used for training for over 30 days
without interruption, and over five days without failures;
o Industry-first three-level asynchronous checkpoint, enhancing reliability while
minimizing overhead;
o One thousand chip cluster can recover a hundred-billion-parameter model to
the last checkpoint within five minutes, boasting industry-leading speed;
o Multiple continuous training sessions achieving zero deviation in loss, and loss
continues to decline after training for a month;
o Supports mainstream large models with industry-leading performance,
achieving a linear acceleration ratio of 95% for one thousand chip cluster;
o Automatic parallel optimization of large models, featuring an industry-first
asynchronous offload to overcome memory bottlenecks;
 General-purpose Flexibility and compatibility:
o Comprehensive model coverage, collaborating with upstream and downstream
partners to build a large model ecosystem supporting over 50 types of language
models, text-to-image, image-to-text and video generation models;
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o Open ecosystem, compatible with three types of heterogeneous acceleration
platforms;
o Supports supernode with high scalability and flexible topology through various
interconnection approach, including optics direct connection and optical
circuit switch etc. to run large models more efficiently.
Through our comprehensive intelligent computing cluster solutions, we not only provide
clients with high-performance computing resources but also assist them in achieving intelligent
transformation, promoting the widespread application of AI technology across various
industries.
Commercialization
Our Specialist Technology Products can be applied in a wide range of business scenarios
and are mainly used by customers in the construction of their intelligent computing
infrastructure and the development and application of AI models, including mainstream AI
models and the emerging large-scale AI models such as LLMs. We provide support with
underlying computing power and corresponding software platform to meet customers’ growing
demand for computing power, to help to improve their capability in AI development and
utilization, and ultimately to enhance their innovation capabilities, operating efficiency and
competitive edge. Our strategy revolves around forming ecosystem partnerships and scalable,
replicable infrastructure solutions for leading companies in selected key industries with high
demands for computing power, such as AI data centers, telecommunications, AI solutions,
energy and utilities, financial technology, and Internet. We collaborates with strong ecosystem
partners to penetrate key markets and serve industry-leading customers. As of the Latest
Practicable Date, we have provided solutions to nine Fortune China 500 companies, among
which five are also listed in the Fortune Global 500. We have also attracted multiple repeat
purchases from key customers.
We are committed to further strengthen our commercialization capabilities. In 2024, we
had 14 customers for our Specialist Technology Products, contributing a revenue amounted to
RMB336.8 million. As of the Latest Practicable Date, we had unfulfilled binding orders for our
Specialist Technology Product with a total value of approximately RMB821.8 million. In
addition, as of the Latest Practicable Date, we have entered into five framework sales
agreements and 24 sales contracts for our Specialist Technology Product with a total value of
approximately RMB1,240.7 million, which will contribute to our future revenue when realized.
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Our GPGPU hardware systems and BIRENSUPA software platform are offered in a
bundle as an integrated intelligent computing solution. We started to generate revenue from our
intelligent computing solutions in 2023, and our revenue are recorded on a transaction-basis.
Customers select the types of hardware form factors based on their needs. The pricing of our
solutions is determined based on various factors such as product models, competitive
landscape, customer’s strategic value and order volume, and costs of procurement and
production.
The following table sets forth key metrics of our Specialist Technology Products for the
periods indicated:
For the years ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
Number of customers (1) –1 21 4 41 2
Number of new customers (2) –1 21 3 3 6
Number of transactions – 14 36 9 33
Average transaction value
(RMB in million) – 4.4 9.4 4.4 1.8
Note:
(1) Refer to customers from whom we generated revenue in the given period.
(2) Refer to customers from whom we generated revenue in the given period but who were not our
customers historically. In each period during the Track Record Period, the number of new customers
accounted for 50% or above of the number of total customers primarily because (i) we are at a relatively
early stage of commercialization and is rapidly expanding to secure new customers, and (ii) existing
customers purchase additional intelligent computing solutions from us based on their business needs,
which will not necessarily result in repeat purchases in each period during the Track Record Period.
In 2023, as we just started to generate revenue from our intelligent computing solutions,
customers mainly purchased our intelligent computing solutions primarily for trial. In 2024, we
mainly collaborate with leading players in the selected industries with strong demands for
computing power, which resulted in a significant increase in our average transaction value from
RMB4.4 million in 2023 to RMB9.4 million in 2024. Our average transaction value decreased
from RMB4.4 million in the six months ended June 30, 2024 to RMB1.8 million in the six
months ended June 30, 2025, primarily because revenue in the six months ended June 30, 2024
was mainly contributed by a single large customer with fewer transactions but higher
transaction value, whereas in the six months ended June 30, 2025, revenue was contributed by
several large customers as our commercialization further progressed, who placed orders in
multiple batches based on specific needs, thereby lowering the average transaction value.
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During the Track Record Period, we have not recorded sales of our BR166 chip yet. The
following table sets forth the sales volume of our BR106 and BR110 chips for the periods
indicated:
For the years ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
BR106 – 590 9,344 600 2,216
BR110 – – 298 – 22
In the first half of 2025, we recorded an increase in the sales volume of both BR106 and
BR110 chips as compared to the same period in 2024 as a result of our commercialization
efforts. As a result of the timing of sales contracts and order fulfillment, we recorded higher
sales volume in the second half of 2024 as compared to the first half of 2024, and we expect
to experience a similar pattern in 2025. Moreover, as a result of the strong demand for our
products, we expect continued year-on-year growth in sales volume of BR106 for the full year
of 2025 as compared to 2024, and the commercialization of the new BR166 will also drive the
growth in sales volume of our chips in 2025.
Case Studies
Collaboration with A Leading Ecosystem Partner in the IT Industry
We established close partnership with a leading system integrator in IT industry (“ IT
Company A ”). In September 2023, we entered into a strategic cooperation agreement with IT
Company A pursuant to which we will co-develop and provide intelligent computing solutions
to build AI infrastructure and support the AI applications in sectors such as
telecommunications, AIDCs and enterprises etc. IT Company A ’s leadership in 5G
infrastructure and AI-driven telecom services, combined with our GPGPU technology, allows
us to develop turnkey solutions and infrastructure, and access to its telecom operator and
enterprise clients. The partnership enables joint go-to-market initiatives, where both parties
co-identify sales opportunities, share technical resources, and develop integrated solutions to
address industry-specific challenges.
In November 2023, we entered into a sales framework agreement with IT Company A for
our Specialist Technology Products with a total value of approximately RMB368 million. In
the same month, we received the first binding sales order under the sales framework agreement
for our Specialist Technology Product with a total value of approximately RMB35 million. IT
Company A purchased our GPGPU products for (i) integration into AI servers, and (ii) the
delivery of 1,000-GPU intelligent computing cluster projects. To capture the enormous market
opportunities in computing power and satisfied with the performance and quality of our
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products delivered under the first order, IT Company A placed the second binding sales order
in April 2024 under the sales framework agreement for our Specialist Technology Product with
a total value of approximately RMB137 million, and placed the third binding sales order in
April 2024 under the sales framework agreement for our Specialist Technology Product with
a total value of approximately RMB31.4 million.
Industry-focused, Customer-centric Sales Approach
We employ an industry-focused, customer-centric approach to secure large enterprise
customers with telecommunications as a core vertical. We have established partnerships with
China’s three largest telecom operators addressing diverse procurement needs. By embedding
our solutions across the customer’s value chain – from R&D initiatives to large-scale AI data
center (AIDC) projects – we drive sustained engagement and cross-selling opportunities.
In September 2024, we collaborated with our IT partner to deliver a 1024-GPU intelligent
computing cluster in Nanjing, Jiangsu Province (“ Nanjing 1024-GPU Cluster ”) for a
telecommunication client, with a total contract value of RMB180 million. The cluster deploys
1,024 BILI 106M across 128 servers, optimized for large-model training. Our IT partner
provided storage, networking, and integration services, overseeing end-to-end cluster
deployment.
The solution leverages asynchronous offloading and automated large-model optimization
to reduce memory overhead while achieving 95% linear scalability, delivering end-to-end
performance. This project underscores our capability to design and deploy mission-critical
intelligent computing infrastructure at scale, positioning us competitively for future ultra-
large-scale AIDC projects involving tens to hundreds of thousands of GPUs.
Building on the success of the Nanjing 1024-GPU Cluster project, we have secured
multiple strategic contracts with telecommunication operators, including GPGPU server
procurement agreements and the deployment of 5G New Callin g – a next-generation service
powered by 5G networks to deliver AI-enabled features such as real-time speech-to-text
conversion and multilingual translation. We are also developing other large-scale intelligent
computing cluster projects for telecommunication operators. These multi-dimensional
collaborations across diverse projects and use cases underscore our proven capabilities in
driving sustained commercialization and scaling mission-critical solutions within
telecommunication ecosystems.
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CORE TECHNOLOGIES APPLIED IN OUR SPECIALIST TECHNOLOGY PRODUCT
As a result of our continuous investment in research and development, we have a large
number of core technologies that empower our Specialist Technology Product. The
development of GPGPU hardware system and related software platform require strong research
and development capacities. Our core technologies primarily cover the following aspects:
GPGPU architecture, SoC design, hardware system design, and software technologies. As of
the Latest Practicable Date, we had 613 patents, 40 copyrights and 16 layout-design of
integrated circuits in the PRC and overseas. See “Business – Intellectual Property” for details.
Architecture Design
Biren unified GPGPU architecture for training and inference has achieved strong
performance, high power-efficiency, and high general-purpose flexibility to reduce TCO for
customers. Leveraging our GPGPU architecture, we are able to develop products at different
scale to serve a wide array of use cases and markets built on a unified platform.
The following diagram illustrates the design of our GPGPU architecture:
Memory System Memory System
Figure: Full chip block diagram
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DRAM DRAM
Memory System Memory System
Figure: Streaming Processing Cluster block diagram
In order to achieve these unique features, we have incorporated a lot of innovations in our
architecture:
 Excel at both general-purpose flexibility and AI acceleration – We use the single
instruction multi-thread (“ SIMT ”) architecture which is a classic GPGPU
architecture. SIMT architecture is a cornerstone of modern GPU design, enabling
them to handle complex, parallel computations efficiently. It is ideal and flexible for
a wide range of applications, especially in AI/ML algorithms.
 Advanced Tensor Core Architecture – Our specialized tensor engine, T-core,
adopts a special design which significantly reduces the frequency of repeated data
retrieval from DRAM during matrix operations, supporting data recycle and
decreasing the bandwidth requirements for AI matrix computing, thereby greatly
enhancing energy efficiency and computational effectiveness.
 Asynchronous Data Transfer with Multicasting – We offer data multicast
technology for matrix computing in AI. Large matrix computing typically involves
significant data reuse, and multicast technology allows data to be read from DRAM
once and simultaneously supplied to different computational cores. This approach
significantly enhances computational speed while reducing energy consumption.
 Near memory computing – Our chips incorporate storage technologies such as
NUMA, UMA, and L2 Reduction, enabling data to be automatically stored close to
the computing cores and facilitating reduction calculations through L2. This
technology reduces the need for data to be fetched from distant DRAM, thereby
improving data retrieval efficiency.
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SoC Design
In terms of SoC design, we have continuously accumulated technologies throughout the
process, covering SoC architecture, memory system, multi-GPU interconnections, SoC testing,
SoC design flow, and chip package design.
 SoC architecture: Based on the AI application scenarios and the targeted market
segments of chips, we flexibly assemble different numbers of SPC cores with
various types of heterogeneous computing modules, and define the memory system
and interconnection structure accordingly. In addition, our SoC is designed to
support computing on cloud and edge and enables the virtualization of cloud
computing resources.
 Memory System: Our design technologies are capable of integrating various types
of dynamic random-access memory protocols. With features such as multi-channel
access, data pack scheduling and sorting, and cache prefetching, our SoC design
significantly improves the effective bandwidth access for AI applications and
reduces latency for memory access.
 Multi-GPU Interconnections: We integrated high-speed Serializer/Deserializer
(SerDes) that enables high-speed communications while minimizing the number of
input/output pins and interconnections. We also developed our proprietary BLink
system that improves the scalability of intelligent computing clusters. Traditional
GPU cards can only connect with server hosts, but our BLink technology enables
connections between GPU cards, with a maximum bidirectional data transfer rate up
to 64GB/s per link and 4-8 links in total. In addition, we are the first GPGPU
company in China to achieve point-to-point full mesh topology for eight GPU cards
in a single server, according to CIC. Moreover, we are also collaborating with
industry-leading business partners in China and took the lead in the commercial
launch of GPU optical interconnection technology in China, promoting the future of
all-optical networks and co-packaged optics technology to further enhance
interconnection performance and efficiency.
 SoC Testing: We utilize design-for-testability technology and perform features
scanning, built-in self-test, yield analysis and diagnosis throughout the product
development process. Based on testing results, our firmware can harvest non-full
functioning chips and create down-bin products. These are essentials to tests
undertaken as part of the manufacturing process to ensure the functionality of our
GPGPUs, laying a foundation for successful mass production. We also creatively
bring functional tests to wafer probing stage, which will greatly increase down-
stream testing yields.
 SoC Design Flow: Our multi-level partitioning technology and module multiplexing
technology in terms of placement and routing effectively simplifies the physical
design for complex modules, enhances the scale of chip design. Our algorithms are
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able to reduce latency and enhance frequency for chips. In addition, during the
physical design process, our fast-timing closure technology ensures temporal
consistency, reduces the number of temporal iterations, which result in expedited
physical design process. In terms of optimizations, our energy efficiency
optimization technologies enable tailored optimizations for chips applied in
different scenarios, and our yield optimization technologies analyze and optimize
power network for chips, thereby extending useful lives for our GPGPU products.
All above techniques intertwine together to guarantee our first-time right tape-out
and higher manufacturing yield.
 Chip Package Design: In order to develop more efficient and scalable solutions for
increasingly complex systems, we adopt chiplet technology in our chip design
methodology. The chiplet approach is a critical strategy for addressing the
limitations of traditional monolithic IC fabrication. This flexible, scalable and
cost-effective technology can lead to a quicker time-to-market of our complex
GPGPU chip. Our chiplet design also leveraged advanced chip packaging
technologies, which significantly increases the integration of chips and memory
bandwidth. Such technologies involve stacking and connecting multiple dies (such
as GPU SoCs, memory, etc.) into a single package, leading to better overall
performance. It is particularly useful in AI training workload, cloud computing, and
applications requiring high-speed data processing and minimal latency.
Hardware System Design
We have developed comprehensive hardware system design capabilities that can support
various hardware form factors containing our self-developed GPGPUs, such as PCIe, OAM,
UBB, servers and server clusters. We followed Open Compute Project Standard. Our product
line covers 75W edge computing to 450W PCIe/600W OAM form factor. Our next generation
design will move up to 700W air-cooling and 1000W liquid cooling. Our UBB can connect up
to eight OAM cards with multiple topologies using our in house P2P interface. Next generation,
we will design more flexible and powerful SerDes connection to scale up our system. Our
comprehensive design and simulations technologies for serial data communications at
system-level enables the reliable and stable communication between cards and systems. With
our know-hows in signal integrity simulation, our system reached high frequency and high
density. Moreover, our solid system-level power distribution design, backed by our signal
integrity and power integrity simulation know-hows, provides stable power supply under
different working modes of AI applications.
Software Technologies
In addition to hardware-level innovations, we have developed a suite of software
technologies that empower developers to fully utilize the computational and communication
capabilities of our GPGPUs.
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 Advanced Compiler Optimizations for AI Workloads: Our compiler technology
integrates advanced code generation and optimization techniques to translate AI
applications written in high-level programming languages (C/C++) into highly
optimized machine code for the Biren GPGPU instruction set. This includes
sophisticated loop transformation, instruction scheduling, register allocation
strategies designed specifically to maximize parallel execution efficiency. Our
industry-unique warp management and register allocation algorithms enable the
collaborative warp mechanism in the Biren GPGPU architecture, ensuring optimal
resource utilization for workloads with varying computational intensity.
 An Easy-to-Use GPGPU Programming Model: BIRENSUPA programming model is
designed to be fully compatible with industry-standard GPGPU models, ensuring
seamless portability while offering unique extensions tailored to our architecture.
These extensions, abstracted as a set of easy-to-use APIs, such as Mega-Kernel,
Tensor Core intrinsic, and kernel co-routine, provide direct access to hardware
features, including the large-scale tensor core, near-memory computation, and a
high-bandwidth on-chip memory buffer, all essential for accelerating deep learning
workloads.
 High-Performance Computation and Communication Acceleration Libraries: We
provide optimized libraries accelerating core AI and mathematical operations for
machine learning training and inference. Utilizing advanced techniques like graph
analysis, operation fusion, and Just-in-Time compilation, these libraries maximize
Biren GPU compute resources. Our communication library leverages Biren GPU
computation cores and dedicated direct memory access engines to accelerate data
transfer across diverse network topologies, including our BLink intra-node/super-
node channels and large scale GPU clusters. These libraries can also integrate with
Biren ML frameworks to enable computation-communication overlap, optimizing
overall performance.
 Graph-Level Optimizations for Deep Learning Frameworks: We have integrated
advanced graph-level optimization and operator fusion techniques into deep learning
frameworks to further enhance training and inference performance. These
techniques improve memory efficiency by increasing data reuse across
computational sequences, thereby reducing memory bandwidth requirements.
Additionally, they improve computation and communication concurrency by
overlapping data movement with computation, minimizing idle time and reducing
CPU-side control overhead.
 Efficient Memory Management for Large-Scale AI Training: As AI models continue
to grow in scale, memory efficiency becomes a critical bottleneck. We have
developed asynchronous offloading and a GPU-based Chunk Optimizer to
significantly reduce device memory usage during training. Asynchronous offloading
strategically moves intermediate activations and gradients between GPU memory
and host memory in a latency-hiding manner, minimizing memory footprint while
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maintaining training efficiency. The GPU-based Chunk Optimizer further partitions
and schedules memory-intensive operations to avoid fragmentation and ensure
optimal utilization of available memory resources. These techniques enable our
GPGPUs to train hundred-billion-parameter models efficiently even on small-scale
clusters, without compromising model accuracy.
 Unified AI Development Environment across Cloud and Edge: Our software
ecosystem provides a unified development environment that spans cloud and edge
deployments, allowing developers to build, optimize, and deploy AI applications
seamlessly across diverse hardware configurations. This environment integrates
software tooling for model development, profiling, debugging, and deployment,
ensuring that applications can transition smoothly from research environments to
large-scale production systems and especially applicable for models like
DeepSeek-v3 but without the extra memory overhead in DeepSeek’s dualpipe
method.
By offering a scalable software platform, we enable enterprises to accelerate AI adoption
and maximize the performance of their AI models across various deployment scenarios.
RESEARCH AND DEVELOPMENT
Overview
R&D is at the heart of our business and allows us to continue to enhance and expand our
solution offerings. Our strong R&D capabilities has enabled us to develop our Specialist
Technology Product with advanced technologies in the fields of semiconductors and will
continue to support our future growth. We will continue to invest in research and development
to enhance the computing power, general applicability and efficiency of our solutions.
Research and Development Capabilities
Our R&D is led by a strong team with 657 experienced R&D professionals as of June 30,
2025, representing approximately 83% of our total staff. Key management and core members
of our R&D team include Mr. Zhou HONG, our Chief Technology Officer, and Mr. Linglan
ZHANG, our Chief Operating Officer. Mr. Hong is responsible for overseeing and formulating
the direction of the technology development of our products. He is also the chief architect of
our GPGPU chip and is responsible for the definition and design of GPGPU architecture. Mr.
Hong has nearly 30 years of experience in design and engineering of GPU and has led R&D
teams at multiple leading semiconductor companies in China and overseas. Mr. Linglan
ZHANG is responsible for our project management and production and quality control of our
products. He has over 23 years of experience in the semiconductor industry. See also “Directors
and Senior Management.”
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We retain key management and core R&D staff by offering competitive remuneration
packages and comprehensive welfare benefits. To mitigate any potential negative impact of
departures by such personnel, we recruit candidates with relevant knowledge and skills through
online platforms, internal referrals, and employment agencies, among others. The key terms of
agreements with our management and technical staff are outlined below.
 No conflict . During the employment, the employee shall not engage in any other job
without our prior written consent.
 IP rights . We own all rights, titles and interests (including patent rights, copyrights,
trade secret rights and all other intellectual property rights of any sort throughout the
world) relating to any and all inventions (whether or not patentable), designs,
know-how, ideas and information made, conceived or reduced to practice, in whole
or in part, by the employee during the term of the employment contract and for one
year following the termination of employment to the fullest extent allowed by
applicable laws, and the employee shall promptly disclose all inventions to us.
 Confidentiality . During the employment, the employee shall, during the course of
employment and thereafter, keep in confidence all technical, operational information
or trade secrets belonging to us or other third parties to whom we owe
confidentiality obligations. The employee shall not leak, disclose, publish,
announce, issue, teach, transfer or otherwise make available to any third party
(including employees who are not privy to such trade secrets) any such trade secrets
in any manner and shall not utilize such trade secret beyond his or her scope of
work.
 Non-competition . We have the right to unilaterally initiate a non-competition period
of up to two years following the termination of employment. During the term of
employment and the non-competition period initiated by us, the employee shall not
engage in any competitive behavior.
 Non-solicitation . During the employment and for two years thereafter, the employee
shall not, directly or indirectly, either on their own behalf or on behalf of any other
companies, solicit or attempt to solicit our employees to leave their employment, nor
shall they, directly or indirectly, either on their own behalf or on behalf of any other
companies, employ our employees.
Moreover, we have attracted and retained a highly qualified R&D team. A substantial
portion of our R&D staff is equipped with extensive know-how and expertise over multiple
years’ industry experience accumulated while serving other leading semiconductor and
information technology companies before joining us. We have over 210 R&D staff with more
than 10 years industry experience, consisting of over 33% of our total R&D staff as of June 30,
2025. We will continue to proactively recruit R&D talent to further innovate and improve on
our technologies and solutions. We have proven world-class R&D efficiency as demonstrated
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by our success to bring BR106 from design to commercialization in approximately three years,
while incorporating advanced technologies and demonstrating leading performance. We have
also accumulated strong know-how and engineering capability.
We have established a research institute, Biren Research Institute, to support our
development strategies, enhance our ecosystem establishment and enable our continuous
innovation. Biren Research Institute is founded to explore next-generation technologies and
address challenges faced in the development of GPU. Specifically, it focuses on (i) the research
and development in critical and breakthrough algorithms to maximize the performance of our
products, (ii) the research and development in cross-boundary optimization of our algorithms,
hardware and software, (iii) proactively participating in open-source ecosystems to develop
prototyping tool and framework for domain algorithms and compilation optimization
technologies to support the design of our hardware and software products.
Since our inception in 2019, we have been investing significantly in strengthening our
R&D capacities to develop innovative and nimble solutions to remain at the forefront of
changing customer demands. In 2022, 2023 and 2024 and for the six months ended June 30,
2024 and 2025, we incurred total R&D expenses amounted to RMB1,017.9 million, RMB885.6
million, RMB827.0 million, RMB397.1 million and RMB571.6 million, respectively,
accounting for 79.8%, 76.4%, 73.7%, 71.5% and 79.1% of our total operating expenses for the
same periods. All of our R&D expenses recorded during the Track Record Period were
attributed to the development of our Specialist Technology Product. See “Financial Information
– Description of Key Consolidated Statements of Comprehensive Loss Items – Research and
Development Expenses” for a breakdown of our R&D expenses during the Track Record
Period.
During the Track Record Period and up to the Latest Practicable Date, there was no legal
claim or proceeding that may have an influence on the R&D of our Specialist Technology
Products.
During the Track Record Period, we have completed in following key R&D projects:
2021 Completed tape-out for our first chip, BR106
2022 Post-silicon validation for our first chip, BR106
2022 Completed tape-out of BR110
2023 Post-silicon validation of BR110
2023 Completed the new product introduction (NPI) and mass
production of BILI 106B, BILI 106C and BILI 106M
2024 Completed the NPI and mass production of BILI 106L and BILI
110E
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2024 Completed product definition and started chip manufacturing of
BR166
2024 Completed the architecture design of BR20X
2025 Completed post-silicon validation and started mass production of
BR166
2025 Completed the NPI of BILI 166M and BILI 166L
2025 Completed the pre-silicon design of BR20X
In addition, we are currently in the process of architecture design on BR30X products.
During the Track Record Period, we also outsourced certain non-core R&D process, such
as certain backend (physical) design projects, to third-parties. In outsourced R&D process, we
provide our requirements and conduct regular inspections on the progress and results to ensure
project quality and timeline. This arrangement enables us to focus on our core technologies and
optimize our R&D efficiency. When selecting qualified outsourcing firms, we consider their
industry reputation, track record of conducting similar projects, the qualifications of their R&D
personnel, among others. Key terms of outsourced R&D projects typically include: (i)
intellectual properties: we are entitled to the intellectual properties arising from the outsourced
R&D arrangement, and the outsourcing firms shall not use or re-develop relevant IPs without
our authorization; (ii) pricing and payment: pricing is calculated based on allocated human
resources as agreed by both parties in the contracts; (iii) confidentiality: the outsourcing firms
shall keep strict confidentiality of all the information provided us, and would be responsible
for any breach of confidentiality; and (iv) termination: the contracts may be terminated by
mutual agreement, or by other means as set forth in the agreements.
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Solution Development Process
The development of our solution requires careful planning and coordination across
various stages, which is illustrated in the following diagram:
Marketing
Requirements
Architecture
Design
Chip Design &
Implementation
Chip
Manufacturing
Chip Assembly
Package & Test
PCIE Card/OAM
Assembly
Hardware System
Integration
&T e s t
Sales & Technical
Support
Design Services
IP/EDA Tools
Emulators
Software Development
Performed by us
Performed by
external suppliers
We are primarily engaged in,
(i) marketing requirements analysis focusing on end-customer requirements, marketing
trend, and product positioning segment;
(ii) architecture design focusing on Biren self-developed unified architecture;
(iii) the chip design process, which is one of the most critical stages in the chip
development process as it directly determines the performance and functionalities of
the chip and the core competency of IC design companies;
(iv) hardware system integration and testing, which refers to the process that after we
receive finished products of PCIe cards and OAMs from original equipment
manufacturers, we conduct software integration, server and cluster integration and
testing in-house before sampling with customers;
(v) in-house development of our software stack, BIRENSUPA; and
(vi) product sales and technical support, which directly interact with the customers.
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To facilitate the chip design process, we utilize various items, tools and support services
provided from third-party suppliers, such as certain IPs, EDA tools and emulators, and may
choose to outsource certain backend and physical design to design services vendors. IPs
procured from third-party suppliers refer to ancillary IP cores used in chip design as a
functional block to the SoC. We do not engage in the development of relevant IP cores procured
from third-party suppliers. We integrate these IPs into our SoC design and perform verification
and optimization. Such IP cores are generally available from several vendors. According to
CIC, it is in line with the industry norm for intelligent computing chip companies to procure
ancillary IP cores from external suppliers. We provide chip design layouts to third-party IC
foundries for manufacturing. Then the dies, which are unpackaged chips manufactured on
silicon wafer by foundries, are sent to IC packaging and testing suppliers for packaging, and
then board manufacturers for assembly and testing. GPGPU chips are then integrated into
different form factors (such as PCIe cards and OAMs) by original equipment manufacturers.
After receiving the PCIe cards and OAMs, we conduct hardware system (i.e. server)
integration, software integration and testing in-house before shipping to customers.
Academic Collaborations
As of the Latest Practicable Date, we have carried out more than 30 joint research projects
with multiple renowned universities including Tsinghua University, Fudan University,
Shanghai Jiao Tong University, and Zhejiang University. Our collaborating parties are leading
universities in China with strong research capabilities and experience in the semiconductor
sector. By collaborating with leading universities, we aim to bridge the gap between academic
and engineering and connect talent with industries. As of the Latest Practicable Date, none of
such IPs are material to our Specialist Technology Product, operations and business. Salient
terms of our collaborations with such universities typically include: (i) both parties will
establish a joint laboratory to conduct joint research in intelligent computing managed by the
universities; (ii) both party will provide resources in technology, products and talent to support
the R&D activities of the joint laboratory. Typically we provide funding for the joint laboratory
in an amount as prescribed in the agreements, and the universities provide space and equipment
for the joint laboratory; (iii) intellectual properties for R&D projects completed by both parties
will either be owned by us, or jointly owned by both parties according to the applicable terms
as prescribed in the relevant agreements. As of the Latest Practicable Date, none of such IPs
are material to our Specialist Technology Product, operations and business; (iv) we will
provide internship programs for certain students at the collaborating universities; (v) either
party shall not disclose information regarding the collaborating R&D projects and shall be
liable for any leakage; (vi) the terms of the agreements are typically one to three years, and
may be renewable upon negotiation; and (vii) the agreements may be terminated upon consent
by both parties. Our collaboration focuses on (i) cultivating talent on chips and AI by granting
scholarship funds, establishing internship programs, and giving courses and lectures at
renowned universities, and (ii) jointly conducting academic research in AI, computer science
and electronic engineering. We believe that such collaborations have enabled us to further
strengthen our R&D team.
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SALES AND MARKETING
Our strategy targets industry leaders sectors with robust and increasing demand for
powerful computing solutions. Our sales cycle typically spans one to three months, which is
consistent with industry norm, according to CIC. Through direct engagement with industry
leaders, we identify and prioritize core requirements of target customers in such industries. To
pique customer interests, we provide product sampling and test results to showcase the values
and benefits of our solutions, such as the performance and TCOs of our solutions when
processing representative workloads. Upon initial validation from customers, we enter into
strategic collaboration agreements with industry leaders to conduct grey-box tests in terms of
performance and accuracy in training and inference across multiple models, the ease-of-use
and generalization ability of our software stack, and system stability and reliability of our
solutions, among others. Salient terms of strategic collaboration agreements typically include:
(i) both parties will establish a strategic collaboration relationships in the application of
intelligent computing solutions provided by us in relevant scenarios; (ii) the customers will
place binding sales orders with us from time to time; (iii) the terms of the agreements are
typically two to three years; and (iv) the agreements may be terminated upon prior notice by
either party. We continue to refine and optimize our solutions based on customers’ feedback
during testing, in particular their experience in developing and optimizing operators using
BIRENSUPA, and the results from stress testing over long time periods and in real-world
business scenarios. Upon completion of grey-box tests, customers proceed with binding sales
orders with us, and we will ensure stable and timely deployment of solutions and provide
high-quality customer support. By serving industry leaders and forming partnership with large
customers, we aim to accelerate market adoption of our solutions and further expand our
presence across additional segments in such industries.
We have established a professional in-house sales and marketing team in China consisting
of 32 personnel as of June 30, 2025. Mr. Zhang, our founder, Chairman and CEO, and Mr. Bing
XIAO, our Executive Director and General Manager oversee our sales and marketing activities.
See also “Directors and Senior Management.” Our employees have deep knowledge of the
industries and customers that they are responsible for. Our in-house sales team works closely
with our R&D team to ensure that they can propose the best solutions to address the pain points
faced by market participants in the relevant industry verticals. To encourage and incentivize
our in-house sales team, we have designed a compensation structure that includes a fixed
component as well as a performance-based component. We set specific performance targets for
each team member. We evaluate such employee’s performance every year and pay out
performance-based compensation accordingly.
BUSINESS SUSTAINABILITY AND PATH TO PROFITABILITY
We have experienced strong revenue growth during the Track Record Period,
demonstrating our ability to successfully commercialize our Specialist Technology Products.
Our revenue increased from RMB0.5 million in 2022 to RMB62.0 million in 2023, further to
RMB336.8 million in 2024. Despite our rapid growth, we were loss-making during the Track
Record Period. In 2022, 2023 and 2024, and the six months ended June 30, 2024 and 2025, we
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incurred losses for the year of RMB1,474.3 million, RMB1,744.0 million, RMB1,538.1
million, RMB888.3 million and RMB1,600.5 million, respectively, and adjusted net loss
(non-IFRS measure) of RMB1,038.3 million, RMB1,051.4 million, RMB767.3 million,
RMB438.2 million and RMB551.6 million, respectively, by adding back changes in the
carrying value of redemption liabilities associated with the redemption rights for certain
pre-IPO shareholders and other non-cash and non-recurring items. For details, see “Financial
Information – Description of Key Consolidated Statements of Comprehensive Loss Items –
Non-IFRS Measures.” We incurred net losses and adjusted net losses (non-IFRS measure)
during the Track Record Period primarily because: (i) we incurred significant amount of
operating expenses, especially research and development expenses, during the Track Record
Period, and (ii) we were at a relatively early stage of commercialization, and therefore our
revenue during the Track Record Period have yet to cover such significant amount of
investments. In particular, our losses during the Track Record Period were primarily
attributable to:
 Substantial upfront investment required . The intelligent computing chip market is
highly competitive and complex, which requires substantial upfront investment into,
among other things, technology advancement, talent acquisition, customer
engagement and regulatory compliance. Considerable resources are necessary to
fund the extensive research and development efforts aimed at enhancing our core
technologies, including GPGPU architecture, SoC design, hardware system and
software platform in order to obtain customers. Furthermore, to maintain a leading
edge in technology advancement, we need to recruit top-tier talent. Competitive
benefits packages and incentives are necessary to attract and retain skilled
professionals who can drive our technology innovation and evolution. In 2022, 2023
and 2024 and for the six months ended June 30,2024 and 2025, our R&D expenses
amounted to RMB1,017.9 million, RMB885.6 million, RMB827.0 million
RMB397.1 million and RMB571.6 million, respectively. Such substantial upfront
investment in R&D results in our loss positions during the Track Record Period.
 Still at an early stage of commercialization . We are currently at an early stage of
commercialization and are growing rapidly. Our Intelligent computing solution
requires extended development cycles spanning multiple years as we complete chip
design, customer validation, and market penetration before achieving
commercialization. As our business expands, we except to benefit from economies
of scale and our operating expenses as a percentage of total revenues is expected to
decrease. While economies of scale can offer significant efficiency advantages,
realizing such benefit is a gradual process, particularly for us who incur substantial
upfront investment and still at an early stage of commercialization.
 Changes in the carrying value of redemption liabilities . We recorded RMB348.0
million, RMB603.6 million, RMB674.3 million, RMB383.1 million and
RMB1,010.9 million in changes in the carrying value of redemption liabilities for
the years ended December 31, 2022, 2023 and 2024 and for the six months ended
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June 30, 2024 and 2025, respectively. Changes in the carrying value of redemption
liabilities are non-cash in nature, and the redemption liabilities will be automatically
converted into the equity of our Company upon the completion of the Global
Offering.
Similarly, we have been loss making prior to the Track Record Period, which resulted in
our total deficit attributable to owners of our Company of RMB2,920.3 million as of January
1, 2022. Our gross profit margin decreased from 76.4% in 2023 to 53.2% in 2024, and
decreased from 71.0% for the six months ended June 30, 2024 to 31.9% for the six months
ended June 30, 2025. This change is primarily due to the change in the mix of products sold
driven by customers’ specific needs.
Moreover, we incurred operating cash outflows during the Track Record Period primarily
due to (i) our net loss position during the Track Record Period, and (ii) the increase in our
trade, other receivables and prepayments from 2023 to 2024 primarily driven by our business
growth. For details, see “Financial Information – Liquidity and Capital Resources – Cash Flow
Analysis – Net Cash Used in Operating Activities.” We plan to improve our net operating cash
outflow position by (i) improving our profitability through the measures outlined below, and
(ii) further enhance our management of trade receivables. Specifically, to expedite the
collection of trade receivables, we have increased product competitiveness through product
iterations and have gradually increased the proportion of advance payments. Further, we have
established a dedicated collection team to implement a weekly follow-up mechanism to further
optimize the collection process.
In addition, we incurred net current liabilities of RMB9,548.0 million as of June 30, 2025,
primarily because our redemption liabilities were reclassified to current liabilities based on the
redemption date specified in the investment contracts, amounting to RMB12,145.4 million as
of June 30, 2025. We expect to achieve net current assets upon the completion of the Global
Offering when such redemption liabilities will be automatically converted into the equity of
our Company.
In the future, we aim to maintain sustainability and achieve profitability primarily
through: (i) optimizing our solutions to create value for customers; (ii) expanding customer
base; and (iii) enhancing operational efficiency and economies of scale.
Optimizing Our Solutions to Create Value for Customers
We are dedicated to providing high-quality intelligent computing solutions, including our
GPGPU-based hardware systems and BIRENSUPA, a computing software platform, to address
customers’ fast-growing computing demand across various industries to drive productivity,
innovation and transformation. For details of our solutions, please see “– Our Intelligent
Computing Solutions.” We plan to continue to create value for customers and address their
business needs by accelerating product iteration, optimizing our solutions, innovating our
technologies, providing satisfying customer services, among others. As a result, we are able to
scale up our revenues and to achieve profitability. Our success is driven by our capabilities to
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continuously improve our core technologies underlying our solutions. As such, we will
continue to invest in our research and development capabilities, particularly further enhancing
self-sufficiency and self-control of our core technologies. We intend to expand our talent pool
of scientists and engineers to augment our R&D capabilities on a continuous basis. Moreover,
leveraging our capabilities in technology, we will continue to upgrade our solutions
comprehensively in terms of architecture, SoC, hardware systems and software platform, to
address customers’ evolving business needs and create value for them, which we believe will
help accelerate the rump-up of our solutions among customers. For example, to better address
our customers’ urgent demands for high-performance computing and intelligent applications,
we have optimized our solutions to deliver our Specialist Technology Product as large-scale
intelligent computing clusters, which consist of a large number of interconnected GPGPU units
and that work together to perform parallel processing tasks and controlled by our BIRENSUPA
software platform. Such efforts enable us to seize commercialization opportunities in the
evolving intelligent computing chip market.
We will continue to build a vibrant ecosystem by partnering with all stakeholders, namely
customers, suppliers, hardware and software partners, developers and developer communities,
and research institutes and universities, etc. Close collaboration with these partners will help
increase our brand awareness and accelerate the adoption and commercialization of our
solutions.
Moreover, as we continue to advance our GPGPU and solution performance and expand
production capacity to address customers’ critical business needs, we are able to capture
additional monetization opportunities through recurring purchase after the initial sale. For
example, we established close partnership with a leading system integrator in IT industry. To
capture the enormous market opportunities in computing power and satisfied with the
performance and quality of our products delivered under the first order, the customer has
placed multiple binding orders for our Specialist Technology Products from November 2023 to
June 2025 with a total value of approximately RMB252.4 million. For details, see “– Our
Intelligent Computing Solutions – Commercialization – Case Studies – Collaboration with A
Leading Ecosystem Partner in the IT Industry.”
Expanding Customer Base
We employ an industry-focused, customer-centric approach to secure large enterprise
customers in core verticals. Our strategy is to strategically partner with large customers in key
industries with high demands for computing power. As compared to global competitors, our
localized expertise in China and on-the-ground customer support enabled us to form strategic
partnerships with large customers in key industries, such as AI data centers,
telecommunications, AI solutions, energy and utilities, financial technology, and Internet, to
understand and address their unique needs. Specifically, we engage in deep, multi-level, and
multi-dimensional collaborations to foster strong strategic partnerships. Key initiatives
include, among others, (i) engaging in deep communications with customers across all levels,
from AI Infrastructure departments to C-suite executives, to facilitate a comprehensive
understanding of our technology and product offerings; (ii) helping customers develop
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strategic plans for computing power, and collaborating with them in national-level projects
focused on computing power innovation and self-sufficiency; (iii) pre-adapting our products
and solutions to meet customers AI infrastructure; and (iv) providing solutions tailored to
specific application scenarios. These collaborations demonstrate our strategic approach to
establishing long-term, mutually beneficial relationships. By constantly offering high-quality
solutions that can effectively address customers’ needs, we are able to become a trusted
business partner of our customers and are well-poised to secure more orders when our
customers have additional computing power needs. For example, we have established
partnerships with China’s three largest telecom operators address diverse procurement needs.
By embedding our solutions across the customer’s value chain – from R&D initiatives to
large-scale AI data center (AIDC) projects – we drive sustained engagement and cross-selling
opportunities. We successfully delivered a 1024-GPU intelligent computing cluster in Nanjing
for a telecommunication client in September 2024. Building on the success of the Nanjing
1024-GPU Cluster project, we have secured multiple strategic contracts with
telecommunication operators, allowing us to further penetrate the telecommunication sector.
For details, see “– Our Intelligent Computing Solutions – Commercialization – Case Studies
– Industry-focused, Customer-centric Sales Approach.”
We are committed to deepening collaborations with such customers by offering additional
products and solutions across the customers’ business process, and participating in more
collaborative projects with them. As of the Latest Practicable Date, we have provided solutions
to nine Fortune China 500 companies, among which five are also listed in the Fortune Global
500. These companies include leading players in China’s telecommunication, energy &
utilities, AI solutions and financial technology sectors. As we continue to serve vertical leaders,
our solutions continue to iterate and optimize based on customers’ feedback. By partnering
with industry leaders, we have built proprietary know-how and formed an in-depth
understanding of each selected vertical. This empowers us to provide high-quality solutions
catering to the specific business needs of customers in those verticals, thereby accelerating the
commercialization of our solutions and enhancing customer loyalty. As our existing large
customers benefit from our solutions, we will be able to establish industry standards and attract
more new customers both in existing verticals and new verticals. We are able to leverage our
experience and success in existing industry and scenario to expand into new industries with
similar scenario.
To further commercialize our intelligent computing solution, we plan to expand our sales
and marketing team, carry out marketing and promotion activities such as setting up display
centers or showrooms, and build a dedicated team to provide technical support to our
customers. Through these efforts, we expect to establish our sales network, strengthen our
customer relationship and create our brand impact.
We believe that our commercialization efforts will benefit from the tremendous market
opportunities for intelligent computing chips. The market size of China’s intelligent computing
chips is expected to grow from US$30.1 billion in 2024 to US$201.2 billion in 2029, with a
CAGR of 46.3%, according to CIC. China’s intelligent computing chips is characterized by a
high concentration of top players, while the remainder of the market is relatively fragmented.
In addition, according to CIC, domestic players expected to take up an increasing market share
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from approximately 20% in 2024 to approximately 60% in 2029, driven by improved
technology capabilities of domestic players and continued policy support. In addition, as the
demand for intelligent computing chips continues to grow, there is an increasing need for a
broader supplier base beyond the current top players. We are well-positioned to capture such
significant market opportunities by leveraging our competitive advantages, including our
advanced technologies, comprehensive software ecosystem, cost-efficient solutions, stable
supply chain, localized delivery and support capabilities, among others. Benefiting from our
deep understanding in needs and pain points of Chinese customers, we aim to focus on key
sectors and provide cost-effective solutions with stable deliveries, further enhance our
technological advantages, and build an ecosystem that closely aligns with local needs. Our
competitiveness is evidenced by our historical commercialization achievements, which include
strong relationships with leading customers in key industries and significant revenue growth
during the Track Record Period.
Enhancing Operational Efficiency and Economies of Scale
During the Track Record Period, we incurred significant research and development
expenses and administrative expenses to develop and commercialize our intelligent computing
solutions and manage our business. Moving forward, while scaling our sales, we will intensify
efforts across R&D, sales, and administrative operations to enhance operational efficiency and
support sustainable long-term growth.
During the Track Record Period, we allocated significant resources on research and
development to establish and maintain our capabilities in general intelligent computing with
advanced technology and solution. Our research and development expenses were RMB1,017.9
million, RMB885.6 million, RMB827.0 million, RMB397.1 million and RMB571.6 million in
2022, 2023 and 2024 and for the six months ended June 30, 2024 and 2025, respectively. We
believe we have significantly benefited from our investments in research and development. Our
product development strategy is platform-based, integrating both hardware and software. Our
GPGPU architecture is our platform strategy and lays a solid foundation for fast iteration and
development of next generation computing platform. For example, we have built a unified
algorithm library that can be used for future R&D projects. As a result, our significant upfront
investments in R&D can support our future product pipeline and sustain our technological
advantage at lower additional costs. Further, we have made other efforts to enhance our R&D
efficiency. In particular, we plan to adopt an asset-light approach by leasing, rather than
purchasing, certain R&D equipment, outsourcing certain non-core R&D projects (such as
certain backend and physical design), utilizing AI tools, and focusing on R&D projects with
high projected returns. In addition, we have witnessed improved economies of scale as our
solutions are commercialized have accumulated experience over the years of research and
development which enables us to conduct research and development more efficiently. As a
result of the foregoing, our research and development expenses as a percentage of total revenue
decreased from 203,980.0% in 2022 to 1,427.8% in 2023, and further to 245.5% in 2024, and
decreased from 1,010.4% in the six months ended June 30, 2024 to 970.4% in the six months
ended June 30, 2025.
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Our general and administrative expenses amounted to RMB199.6 million, RMB218.0
million, RMB244.2 million, RMB130.9 million and RMB123.8 million in 2022, 2023 and 2024
and for the six months ended June 30, 2024 and 2025, respectively. Our general and
administrative expenses as a percentage of total revenue decreased from 40,006.6% in 2022 to
351.5% in 2023, and further to 72.5% in 2024, and decreased from 333.1% in the six months
ended June 30, 2024 to 210.2% in the six months ended June 30, 2025. Such decrease was
primarily due to the revenue increase and economies of scale driven by our business expansion.
We will continue to actively monitor our administrative expenses and promote operational
efficiency. We plan to utilize digital and automation systems to further increase our
administration efficiency. We expect our administrative expenses as a percentage of revenue to
keep decreasing as our business continue to scale.
Our selling and marketing expenses amounted to RMB58.1 million, RMB56.0 million,
RMB51.5 million, RMB27.6 million and RMB27.3 million in 2022, 2023 and 2024 and for the
six months ended June 30, 2024 and 2025, respectively. Our selling and marketing expenses
as a percentage of total revenue decreased from 11,652.1% in 2022 to 90.3% in 2023, and
further to 15.3% in 2024, and decreased from 70.3% in the six months ended June 30, 2024 to
46.4% in the six months ended June 30, 2025. Such decrease was primarily due to the
significant revenue increase, economies of scale, and our effective strategy. As a result of our
strategy to partner with large customers in key industries with high demands for computing
power, after we succeed with the industry leaders, we leverage our understanding of the key
industries to further enhance our influence, enabling us to further penetrate and provide
solutions to other players without incurring significant sales and marketing effort. We expect
our selling and marketing expenses as a percentage of revenue to keep decreasing as our
business continue to scale. We expect to benefit from more efficient customer acquisition
through word-of-mouth referrals and enhanced brand awareness. With our established brand
reputation and large customer bases, we expect to continuously generate significant word-of-
mouth referrals and organic customer growth. We are also optimizing our commercialization
channels, such as exploring collaborations with server suppliers to reach customers, as well as
the structure and compensation of our sales and marketing staff to further enhance our sales and
marketing efficiency.
Based on the financial resources available to us, including our cash and cash equivalents
on hand as at 31 October 2025, our future operating cash flows in the respective periods, bank
deposits and structured deposits and the estimated net proceeds from the Global Offering, and
also taking into account of our historical cash burn rate, our Directors are of the view that we
will have sufficient working capital for the next 12 months from the date of this prospectus.
For details, see “Financial Information — Working Capital Sufficiency.”
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Based on the foregoing, our Directors are of the view that our Group has a sustainable
business. The foregoing forward-looking statements are based on numerous assumptions
regarding our present and future business strategies and the environment in which we will
operate in the future. These forward-looking statements are subject to risks, uncertainties and
other factors, some of which are beyond our control, which may cause the actual results,
performance or achievements, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking statements.
For related risks, see “Forward-looking Statements” section in this prospectus.
After due consideration of the foregoing factors, and independent due diligence steps
conducted by the Joint Sponsors, including but not limited to (i) the review of the profit
forecast memorandum and the working capital forecast memorandum prepared by the
Directors, (ii) the discussions with the management of the Company and the Reporting
Accountant about, among other things, working capital sufficiency and the assumptions and
basis in the profit forecast and working capital forecast memorandum, (iii) the review of the
Group’s historical financial information as well as relevant financing agreements and the
facility agreements, (iv) the review of the Accountant’s Report to understand the Company’s
cash and cash equivalents on hand as at 30 June 2025, (v) the relevant financial due diligence
works with the management of the Company, the Joint Sponsors have no reason to believe that
the Directors’ foregoing views are unreasonable.
CUSTOMERS AND SUPPLIERS
Customers
We were still at an early commercialization stage for our Specialist Technology Products
during the Track Record Period. We started to generate revenue from our Specialist Technology
Products in 2023. During the Track Record Period, the aggregate revenue generated from our
top five customers in each year/period since 2023 amounted to RMB60.9 million, RMB304.0
million and RMB57.7 million, which accounted for 98.1%, 90.3% and 97.9% of our total
revenue, respectively. During the Track Record Period, revenue generated from our largest
customer since 2023 amounted to RMB53.2 million, RMB183.4 million and RMB19.6 million,
which accounted for 85.7%, 54.5% and 33.3% of our total revenue, respectively. Our five
largest customers in each of 2023, 2024 and the six months ended June 30, 2025 are customers
to our intelligent computing solutions. They are companies based in China in the IT, data
centers and AI solutions sectors. For the year ended December 31, 2022, we had a total of three
customers and generated a total revenue of RMB0.5 million as agent fees. For details, see
“Financial Information – Description of Key Consolidated Statements of Comprehensive Loss
Items – Revenue.” Our revenue from the largest customer in 2022 was RMB0.4 million,
accounted for 77.8% of our total revenue in 2022.
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The following tables set out details of our five largest customers during the Track Record
Period.
For the year ended December 31, 2022
Rank Customer
Major type
of Products
Purchased Background
Y ear in which
Business
Relationship
Commenced Revenue
% of Total
revenue
Credit
Term
(RMB’000)
1 Customer A Computer hardware and
software services
A company that primarily
engages in intelligent
technology
2022 388 77.8% 30 days
2 Customer B Computer hardware A company that primarily
engages in technology
services
2021 104 20.8% 30 days
3 Customer C Computer hardware and
software services
A company that primarily
engages in software
development
2022 7 1.4% Payment
prior to
delivery
For the year ended December 31, 2023
Rank Customer
Major type
of Products
Purchased Background
Y ear in which
Business
Relationship
Commenced Revenue
% of Total
revenue
Credit
Term
(RMB’000)
1 Customer D Intelligent computing
solutions
A company that primarily
engages in technology
development services
2023 53,190 85.7% 30 days
2 Customer E Intelligent computing
solutions
A company that primarily
engages in technology
services
2023 3,105 5.0% 120 days
3 Customer F Intelligent computing
solutions
A company that primarily
engages in technology
services
2023 2,479 4.0% 90 days
4 Customer G Intelligent computing
solutions
A company that primarily
engages in sale of servers
and IT equipment
2023 1,518 2.4% 90 days
5 Customer H Intelligent computing
solutions
A company that primarily
engages in the
development of
intelligent technologies
2023 582 0.9% 90 days
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For the year ended December 31, 2024
Rank Customer
Major type
of Products
Purchased Background
Y ear in which
Business
Relationship
Commenced Revenue
% of Total
revenue Credit Term
(RMB’000)
1 Customer I Intelligent
computing
solutions
A company that primarily
engages in information
technology products and
services
2024 183,393 54.5% 30-180 days
2 Customer J Intelligent
computing
solutions
A company that primarily
engages in technology
services
2024 41,856 12.4% 60-90 days
3 Customer K Intelligent
computing
solutions
A company that primarily
engages in information
technology products and
services
2024 35,003 10.4% 90 days
4 Customer L Intelligent
computing
solutions
A company that primarily
engages in computer
hardware and software,
and mobile
communication services
2024 26,053 7.7% Payment prior to
delivery
5 Customer M Intelligent
computing
solutions
A company that primarily
engages in AI
technologies
2024 17,671 5.2% Payment in stages,
with proportions
payable upon
delivery,
acceptance, and
stable operation
of the products
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For the six months ended June 30, 2025
Rank Customer
Major type
of Products
Purchased Background
Y ear in which
Business
Relationship
Commenced Revenue
% of Total
revenue Credit Term
(RMB’000)
1 Customer I Intelligent
computing
solutions
A company that primarily
engages in information
technology products and
services
2024 19,629 33.3% 30-180 days
2 Customer N Intelligent
computing
solutions
A company that primarily
engages in technology
services
2025 17,357 29.5% Payment in stages,
with major
portion payable
shortly after
invoicing and the
balance upon
delivery and
acceptance
3 Customer O Intelligent
computing
solutions
A company that primarily
engages in technology
services
2025 12,429 21.1% Payment in stages,
with partial
prepayment upon
signing and
balance payable
prior to delivery
4 Customer D Intelligent
computing
solutions
A company that primarily
engages in technology
development services
2023 6,804 11.6% Payment prior to
delivery
5 Customer E Intelligent
computing
solutions
A company that primarily
engages in technology
services
2023 1,439 2.4% 120 days
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During the Track Record Period, we have generated revenues from a small group of
customers primarily because we were still at a relatively early stage of commercialization and
had limited number of customers. Our historical customer base and profile may not be
indicative of our future customer base and profile. As we continue to commercialize our
intelligent computing solutions through executing our strategy to partner with large customers
in key industries with high demands for computing power, our customer base and profile are
expected to constantly change, and we expect to further reduce our customer concentration. We
primarily acquire customers through word-of-mouth referrals, proactive outreach by our sales
personnel, participation in trade shows and industry conferences, and collaboration with
ecosystem partners.
As of the Latest Practicable Date, none of our Directors, their associates or any other
Shareholder which, to the knowledge of our Directors, owns more than 5% of our share capital
had any interest in any of our top five customers. None of our five largest customers, including
their shareholders, directors, senior management or any of their respective associates, have any
past or present relationship (family, employment, trust, financing or otherwise) with us, our
subsidiaries, our Shareholders, Directors, senior management or any of their respective
associates.
The salient terms and conditions of our sales agreements with customers of our Specialist
Technology Products are set out as below.
Term Typically one to three years with automatic
renewal options if no objections.
Sales order Customers shall place sales orders with us,
which specifies the requested products,
quantities, delivery time, price, payment
and credit terms. Our credit terms with
customers typically range from 30 to 180
days.
After-sales We provide after-sales services within the
period set forth in the sales order, which is
typically three years. Our after-sales
services primarily include repairment,
maintenance and replacement of defected
products other than damages caused by
customers.
IP rights We retain all intellectual property rights for
our products, software or other technical
information offered to the customers.
Customers are not allowed to decrypt our
products or software to access the
underlying source codes, technologies or
algorithms, etc.
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Product returns Other than defective products, we do not
accept returns. Once our products are sold
to consumers, we accept product exchange
and return for defective products within 2-4
weeks following product delivery based on
the contract.
Termination The agreement terminates upon both
parties fulfilling their obligations. Either
party may terminate the agreement if force
majeure prevents achieving contract
objectives. In addition, either party is
entitled to terminate the agreements if the
other party breached applicable provisions
in the agreements.
Suppliers
Our suppliers primarily include suppliers for raw materials and contract manufacturers in
China, among others. During the Track Record Period and up to the Latest Practicable Date,
other than the adjustments of our supply chain after the BIS Listing, we have not experienced
any material disruption to raw material supply or breaches of agreements with suppliers. For
details of the BIS Listing, see “ — Applicable U.S. Laws and Regulations.” We usually enter
into agreements with our raw material suppliers on an annual basis. Key terms of our
agreements with raw material suppliers are set out as below.
Term Typically one year with renewal options.
Payment and credit terms We are typically required to settle our
payment in installments with the first to be
settled within 30 days of the agreement
being signed.
Termination The agreement terminates upon both
parties fulfilling their obligations. Both
parties may terminate the agreement if
force majeure prevents achieving contract
objectives. In addition, we are entitled to
terminate the agreement by providing
written notice to the supplier 30 days in
advance.
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Warranty period We are entitled to after-sales services
within the warranty period set forth in the
purchase agreements, which is typically
three years. After-sales services provided
by our suppliers primarily include online
and offline services and technical support,
regular inspections, upgrades, debug,
product maintenance, and replacements.
IP rights Suppliers retain all intellectual property
rights for products, software or other
technical information offered to us.
Product returns We are entitled to return any products that
failed applicable standards as prescribed in
the agreements. In addition, we are entitled
to product exchange and returns during the
warranty period due to product quality
issues.
We do not conduct the manufacturing of our GPGPU products, and we engage third-party
contract manufacturers. Our suppliers are responsible for the manufacturing of our GPGPU
products and procurement of raw materials used in the manufacturing process, and we focus
our resources on chip design. We work closely with manufacturers during the process to ensure
product quality.
Our purchases from contract manufacturers are made on a payment-on-delivery basis,
together with a fixed advance payment, and we are typically granted a credit term of 30 days
after delivery of goods. Our contract manufacturers must meet our specified quality
requirements and are responsible for liabilities resulting from product defects. Major contract
terms with our chip manufacturing and packaging suppliers include: (i) Service scope: the
suppliers manufacture chips for us based on our chip design files, provide chip testing based
on the testing standards provided by us, and provide packaging services based on our
requirement; (ii) Pricing and payment: pricing is calculated based on the unit price as agreed
by both parties in the contracts, and payment is settled in accordance with effective orders or
monthly; (iii) Quality control: the suppliers shall satisfy the technical parameter and
specifications for packaging services, the suppliers shall use their reasonable efforts to ensure
service quality. The suppliers shall compensate us for failure to meet the yield rate as
prescribed in the contracts; (iv) Export control: both parties generally undertake to comply
with applicable export control laws and regulations; and (v) Terms and termination: The terms
of the contracts are typically three years. The contracts may be unilaterally terminated by either
party under certain conditions, such as breach of contract.
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During the Track Record Period, the aggregate purchases from our top five suppliers in
each year/period amounted to RMB361.0 million, RMB286.3 million, RMB298.8 million and
RMB566.2 million, which accounted for 56.1%, 56.4%, 58.9% and 64.1% of our total
purchases, respectively. During the Track Record Period, purchases from our largest supplier
in each year/period amounted to RMB129.0 million, RMB99.4 million, RMB162.5 million and
RMB308.1 million, which accounted for 20.0%, 19.6%, 32.0% and 34.9% of our total
purchases, respectively.
The following tables set out details of our five largest suppliers during the Track Record
Period.
For the year ended December 31, 2022
Rank Supplier
Major Type
of Products/
Services Provided Background
Y ear in which
Business
Relationship
Commenced
Purchase
Amount
% of Total
Purchase
(RMB’000)
1 Supplier A Raw material and design
services
An ASIC design company
specializing in high
performance computing (HPC)
devices
2020 128,961 20.0%
2 Supplier B Employee housing A company that engages in the
development, construction,
operation and management of
public rental housing
2021 99,918 15.5%
3 Supplier C IP cores A company that engages in
integrated circuit chip design
and services
2022 49,761 7.7%
4 Supplier D Raw material A company that engages in the
supply of electronic
accessories
2022 44,869 7.0%
5 Supplier E EDA tool and IP cores A company that engages in
computer technology
development
2020 37,520 5.8%
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For the year ended December 31, 2023
Rank Supplier
Major Type
of Products/
Services Provided Background
Y ear in which
Business
Relationship
Commenced
Purchase
Amount
% of Total
Purchase
(RMB’000)
1 Supplier A Raw material and design
services
An ASIC design company
specializing in high
performance computing (HPC)
devices
2020 99,434 19.6%
2 Supplier F Office space A company that engages in
tourism development project
planning and consulting
2023 93,309 18.4%
3 Supplier D Raw material A company that engages in the
supply of electronic
accessories
2022 41,695 8.2%
4 Supplier G Raw material and
processing services
A company that engages in
engineering and
manufacturing digital product
solutions
2021 26,220 5.2%
5 Supplier H Equipment, servers and
equipment-related
services
A company that engages in
computer technology
development
2022 25,640 5.1%
For the year ended December 31, 2024
Rank Supplier
Major Type
of Products/
Services Provided Background
Y ear in which
Business
Relationship
Commenced
Purchase
Amount
% of Total
Purchase
(RMB’000)
1 Supplier I Contract manufacturing
and services
A company that engages in
providing technical services
2024 162,534 32.0%
2 Supplier J Design and development
services
A company that engages in
providing software and
information technology
services
2024 44,860 8.8%
3 Supplier H Equipment, servers and
equipment-related
services
A company that engages in
computer technology
development
2022 33,132 6.5%
4 Supplier B Office space A company that engages in the
development, construction,
operation and management of
public rental housing
2021 30,130 5.9%
5 Supplier K Raw material A company that engages in
computer technology
development
2024 28,148 5.5%
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For the six months ended June 30, 2025
Rank Supplier
Major Type
of Products/
Services Provided Background
Y ear in which
Business
Relationship
Commenced
Purchase
Amount
% of Total
Purchase
(RMB’000)
1 Supplier K Raw material A company that engages in
computer technology
development
2024 308,086 34.9%
2 Supplier I Contract manufacturing
and services
A company that engages in
providing technical services
2024 132,386 15.0%
3 Supplier L Raw material A company that engages in
providing hardware, software
and information technology
services
2025 48,170 5.5%
4 Supplier J Design and development
services
A company that engages in
providing software and
information technology
services
2024 39,031 4.4%
5 Supplier M Raw material, design
and development
services
A company that engages in
software development and
providing technical services
2024 38,535 4.4%
As of the Latest Practicable Date, none of our Directors, their associates or any other
Shareholder which, to the knowledge of our Directors, owns more than 5% of our share capital
had any interest in any of our five largest suppliers. None of our five largest suppliers,
including their shareholders, directors, senior management or any of their respective
associates, have any past or present relationship (family, employment, trust, financing or
otherwise) with us, our subsidiaries, our Shareholders, Directors, senior management or any of
their respective associates.
Supplier/Customer Overlap
During the Track Record Period, Supplier J and Supplier K were also our customers. We
mainly provide intelligent computing solution to Supplier J and Supplier K, and we procured
design and development services from Supplier J and raw materials from Supplier K. In 2022,
2023 and 2024 and the six months ended June 30, 2025, (i) our purchases from Supplier J
amounted to nil, nil, RMB44.9 million and RMB39.0 million, which accounted for nil, nil,
8.8% and 4.4% of our total purchases during the same periods, respectively, and (ii) our
purchases from Supplier K amounted to nil, nil, RMB28.1 million and RMB308.1 million,
which accounted for nil, nil, 5.5% and 34.9% of our total purchases during the same periods,
respectively. Revenue generated from Supplier J was nil, RMB2.5 million, nil and nil,
respectively, which accounted for nil, 4.0%, nil and nil of our total revenues during the same
periods, respectively. Revenue generated Supplier K accounted for nil, nil, no more than 0.5%
and nil of our total revenue in 2022, 2023 and 2024 and the six months ended June 30, 2025,
BUSINESS
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respectively. The gross profit margin of our sales to Supplier J in 2023 was 55%, which was
relatively lower than our overall gross profit margin in 2023. We recorded high overall gross
profit margin in 2023 primarily due to certain transactions involving software components with
higher margin due to the customer’s specific needs. The gross profit margin of our sales to
Supplier K in 2024 was 45%, which was relatively lower than our overall gross profit margin
in 2024 primarily because the relevant transactions primarily include hardware components
with relatively lower gross profit margin due to the customer’s specific needs.
Our sales to and purchases from the above supplier-customers are not inter-conditional
upon each other, and are conducted in the ordinary course of business under normal
commercial terms and on arm’s length basis.
DATA SECURITY
During the course of our business, we may collect, process and store various types of data
concerning our enterprise customers and enterprise suppliers. We process such personal
information only to the extent necessary for providing the relevant services to the customers
and/or purchasing the relevant materials and services from the suppliers, such as the personal
information of the contact person/authorized employees of our enterprise customers and
enterprise suppliers. We only collect limited personal information of the contact persons from
our enterprise customers and suppliers, and we have obtained necessary consent for collecting
personal information from the contact persons/employees of our customers and suppliers.
Specifically, we have requested our customers and suppliers to ensure the acquisition of such
consent with explicit disclosure of such data collection and use in our privacy policy, and such
personal information of contact persons/employees is provided voluntarily on an informed
basis by customers and suppliers (or the contact persons/employees themselves), which should
constitute valid consent. The reason for collecting such personal information is to maintain
business communication with customers and suppliers for contracting, product delivery,
after-sale service, and other ordinary business engagement. Such data is stored within China
and does not involve cross-border transfer. In addition, during the ordinary course of business,
we only provide the business contact information of designated employees (as contact persons)
to our customers, suppliers, and partners for the purposes of customer relationship management
and business communication. Such data provision is limited to the minimum scope as
necessary. Aside from the aforesaid, we do not share any personal information with third
parties. We collect, store, and use our employees’ personal information (such as name, ID,
mobile number, address, bank account, etc.) solely for the purposes of human resources
management. We will provide employees with a privacy notice specifying relevant processing
activities and acquire employees’ consent. During the Track Record Period and up to the Latest
Practicable Date, all data (including personal information and operational data) of the
Company is stored within China, and no cross-border transfers are involved except the
Company’s employees in its Hong Kong office are allowed to access to such data for internal
collaboration and work purpose and HR management purpose on a minimum necessary basis.
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Data security and protection are among our highest priorities. In this regard, we have
designed strict data protection and information security policies to ensure strict compliance
with applicable laws, regulations and prevalent industry practice. Such internal policies
primarily include: (i) network security management policies, which set forth guidelines for
daily management and safety maintenance of our network system to be executed by our IT
department network administrators and security administrators, (ii) terminal information
security policies, which set forth guidelines for information security protection regarding
information resources and digital assets of the Company, to be executed by our employees as
well as relevant third parties, (iii) information transmission management policies, which set
forth guidelines for information transmission via our email domains, to be executed by our
employees and relevant third parties who have access to our email domains, (iv) data center
and equipment safety management policies, which set forth the security guidelines for our data
centers and relevant equipment, to prevent any unauthorized access to our data centers and
private equipment and any information leakage in our daily operations, and (v) security
management policies for our equipment and storage media, which set forth guidelines that
standardizes the usage and maintenance of equipment and storage media, to ensure the normal
operations and property safety of our digital assets as well as to prevent any disruption of
business activities.
Specifically, for data storage and transmission, sensitive business data is encrypted and
protected by strict role-based access controls. The most critical business data is stored in
dedicated systems that are entirely isolated from external networks. We maintain regular
backups for business data and implement remote disaster recovery backups for the most critical
data. All transfers of critical business data are encrypted to ensure security. In addition, we
have implemented appropriate network and information-security measures for data protection,
including a cloud-based web application firewall, a security information and event
management system, anti-malware/endpoint protection, regular cybersecurity exercises and
penetration testing, and continuous vulnerability scanning and remediation.
We have established an information security committee, members of which include the
responsible persons in various departments such as information technology and human
resources. The committee is responsible for formulating data and information security
strategies, and decision-making in material data and information incidents. We also regularly
distribute our data protection and information security policies to all employees and organize
refreshment training sessions from time to time, to ensure the strict compliance of such policies
within our company.
During the Track Record Period and up to the Latest Practicable Date, (i) we did not
experience any material information leakage or loss of data and were in compliance in all
material aspects with regulatory requirements in respect of data security; (ii) we had not been
subject to material fines or administrative penalties imposed by any government authorities in
relation to infringement of data security laws and regulations. Going forward, we will closely
monitor the legislative and regulatory developments in connection with cybersecurity and data
protection and adjust and enhance our data protection policies and measures as appropriate For
risk relating to data security, see “Risk Factors – Risks Related to Our Business and Industry
BUSINESS
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– Product, system security, and data protection breaches, as well as cyber-attacks, could disrupt
our operations, reduce our expected revenue and increase our expenses, which could adversely
affect our results of operations and damage our reputation” for details. As advised by our PRC
Legal Advisor, we complied with the applicable laws and regulations in all material aspects in
relation to data privacy and security, cybersecurity and personal data protection during the
Track Record Period and up to the Latest Practicable Date.
Given that (i) we have established a comprehensive cybersecurity and data protection
framework encompassing both organizational management measures and technical security
measures. Specifically, we have established Information Security Committee to oversee all
cybersecurity matters, and we have adopted internal policies governing information security,
(ii) we have deployed necessary technical protection, including cloud-based web application
firewalls and anti-virus systems, to safeguard its data, and (iii) during the Track Record Period
and up to the Latest Practicable Date, we have not experienced any data security incidents, and
having considered the measures currently in place, our Directors are of the view that our
existing data protection and cybersecurity arrangements are adequate to ensure data privacy
and security.
LOGISTICS AND INVENTORY MANAGEMENT
Logistics
We engage third-party logistics service providers to deliver our hardware products to the
venue specified by our customers. Our transportation arrangements with third-party logistics
service providers enable us to maintain a low level of capital investment in developing and
maintaining an in-house logistics system.
During the Track Record Period and up to the Latest Practicable Date, we had not
experienced any material disruption in the delivery of our hardware products or suffered any
loss due to late delivery or mishandling of hardware products by our logistics service
providers.
Inventory Management
Our inventories mainly include raw materials, work in progress and finished goods. As we
started to generate revenue from our Specialist Technology Products in 2023, our inventories
amounted to RMB39.3 million, RMB173.5 million, RMB152.9 million and RMB599.8 million
as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively. We regularly track
our inventory to keep it at a level sufficient to fulfill customers’ orders. We also proactively
assess changes in market conditions and pre-store strategic raw materials in anticipation of
potential supply shortage. Our supply chain management team reviews and manages our
inventories regularly, and takes necessary actions to minimize risks of obsolescence when
required.
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QUALITY CONTROL
We are committed to maintaining the highest level of quality in our solutions. We place
strong emphasis on quality by implementing a comprehensive quality control system. We also
have a designated quality control team to manage and monitors the quality of our solutions. As
of June 30, 2025, we had more than ten members in our quality control team.
We have comprehensive policies and detailed procedures in place to ensure the quality of
the components and raw materials we purchase from suppliers. When selecting and evaluating
suppliers, we conduct due diligence and consider a number of factors, including, but not
limited to, their qualifications, reputations, credentials, experience, service or availability, and
pricing. We conduct inspections and relevant testing of the supplies we purchase to ensure that
they are in satisfactory condition and are fully functional before acceptance.
Although we do not conduct the manufacturing of our GPGPU products, we seek to
ensure quality control by carefully selecting the suppliers, actively reviewing the production
process and testing the products produced by our manufacturers. We have adopted strict quality
control measures over our production process including post-production inspection, on-site ad
hoc inspection, and final quality control to ensure quality. We require our manufacturers to
strictly follow any applicable laws, regulations and industry standards.
Our customer service team are responsible for communications with customers regarding
quality issues. Other than defective products, we do not accept returns. Once our products are
sold to consumers, we accept product exchange and return for defective products within 2-4
weeks following product delivery based on the contract. We have not experienced any material
complaints or product recalls, returns, failure or defects during the Track Record Period and up
to the Latest Practicable Date.
COMPETITION
China’s intelligent computing chips market is highly concentrated for top players. In
2024, the top two players combined account for a market share of 94.4%. The rest of the market
is relatively fragmented with no major player capturing a market share of over 1.0%, which
presents opportunities for any single player to scale and excel in future competition. The table
below sets forth the ranking of China’s intelligent computing chips market in terms of revenue
generated in 2024, according to CIC.
Rank Company
Main type
of intelligent
computing chips
Market share,
in terms of revenue,
%, 2024
1 Company A GPGPU 76.2%
2 Company B ASIC 18.2%
Source: annual reports of public companies, CIC
BUSINESS
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Notes:
a. Company A is a GPU company headquartered in the United States and founded in 1993. It is a listed
company on NASDAQ.
b. Company B is a semiconductor and device design company headquartered in China and founded in
2004. It is a subsidiary of an ICT infrastructure and smart devices company. It is an unlisted company.
We commercially launched our Specialist Technology Product in August 2022 and expect
to compete with other major intelligent computing chips providers. With our powerful and
cost-effective computing solutions, we believe that we are well- positioned to capture the
massive market opportunities. China’s intelligent computing chips market is expected to reach
US$50.4 billion in 2025, according to CIC, we expect to capture a market share of
approximately 0.2% in 2025. For details, see “Industry Overview – Competitive Landscape of
China’s Intelligent Computing Chips Industry.”
A W ARDS AND ACHIEVEMENTS
As a result of the Company’s continuous investments in its research and development
capacities, it has earned industry-wide recognition from multiple PRC governmental
authorities.
See below the Company’s major awards and achievements during the Track Record
Period/as of the Latest Practicable Date.
Award/Recognition Award year Awarding Institution/Authority
SAIL Award, World Artificial
Intelligence Conference (ޢ
ɛʈ౽ঐɽึSAIL ᆤ)
2022 World Artificial Intelligence
Conference (ɛʈ౽ঐɽ
ึ)
Pilot Enterprise for Patent Work
of Shanghai ( ɪऎ̹Άԫุਖ਼л
ʈЪ༊ᓃఊЗ)
2023 Shanghai Intellectual Property
Administration (ᗆପ
ᛆ҅)
Asia’s Best Workplace™ 2023
(2023௰Գᔖఙ™)
2023 Great Place to Work ( ՙ൳ᔖఙ)
National Intellectual Property
Advantage Enterprise (ٝ࢕
ᗆପᛆᎴැΆุ)
2023 China National Intellectual
Property Administration
National-level Specialized,
Excellent, Featured and
Innovative “Little Giant”
Company (ॴਖ਼ၚतอ“ʃ
̶ɛ”Άุ)
2023 Ministry of Industry and
Information Technology ( ʈุ
ʷ௅)
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Award/Recognition Award year Awarding Institution/Authority
National-level Specialized,
Excellent, Featured and
Innovative Key “Little Giant”
Company (ᓃ
“ʃ̶ɛ”Άุ)
2024 Ministry of Industry and
Information Technology ( ʈุ
ʷ௅)
Annual Best Solution Award,
Semiconductor Investment
Conference and IC Rankings
(̒ኬ᜗ҳ༟ϋึ࿬ICථ࿮ϋ
ᆤ)
2024 China Semiconductor Investment
Alliance ( ʕ਷̒ኬ᜗ҳ༟ᑌຑ)
Demonstration Case of “Artificial
Intelligence” in New Quality
Productive Forces Industrial
Practices ( อሯ͛ପɢପุྼስ
“ɛʈ౽ঐ”Է)
2025 Global Times (జ)
Outstanding Model Case of Iconic
Product in Future Industry
Innovation – “Domestic GPU
Intelligent Computing Cluster
Solution Featuring Integrated
Software-Hardware
Heterogeneous Collaboration”
(࢝“ପ
ۜ”Է—“ ழ೷ɓ᜗ମ
਷ପGPU౽ၑණ໊༆
ࣩ)”
2025 Ministry of Industry and
Information Technology ( ʈุ
ʷ௅)
Golden Bull Sci-Tech Innovation
Enterprise Award (௴Ά
ุᆤ)
2025 China Securities Journal ( ʕ਷ᗇ
Վజ)
SAIL Award, World Artificial
Intelligence Conference (ޢ
ɛʈ౽ঐɽึ4"*-ᆤ)
2025 World Artificial Intelligence
Conference (ɛʈ౽ঐɽ
ึ)
World Future Industries
Competition: Super Power
Award (ɽᒄ
൴ঐᆤ)
2025 Science and Innovation
Conference (௴ɽึ)
BUSINESS
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INTELLECTUAL PROPERTY
Intellectual property rights are fundamental to our business operations and future
commercial success. In this regard, we rely primarily on a combination of patents, copyrights,
layout-design of integrated circuits, trademarks, domain names, trade secrets and other
proprietary rights protection law in the PRC and other jurisdictions where we operate as well
as contractual provisions to protect our intellectual property rights.
As of the Latest Practicable Date, we had 613 patents, 40 copyrights and 16 layout-design
of integrated circuits in the PRC and overseas, and are applying for 972 patents in the PRC and
overseas, mainly for our next-generation technologies and products, such as BR20X. In
addition, as of the same date, we had registered 144 trademarks, and eight domain names which
we consider to be or may be material to our business. If we are unable to obtain and maintain
patent and other intellectual property protection with respect to our technologies, our business,
financial condition, results of operations and prospects could be materially harmed. For details,
see “Risk Factors — Risks Related to Our Intellectual Properties — If we are unable to obtain
and maintain patent and other intellectual property protection for our technologies or products,
or if the scope of such intellectual property rights obtained is not sufficiently broad, third
parties could develop and commercialize products and technologies similar or identical to ours
and compete directly against us, and our ability to successfully commercialize any product or
technology may be adversely affected.”
See below our material intellectual property rights granted and applied for in China in
relation to the Specialist Technology Product as of the Latest Practicable Date, all of which are
owned by us:
No.
Patents/
Software Copyrights Registration No. Status Tenure
Self-developed
or In-Licensed
Key
Technology
Involved
1 V ector Computing
Device Σඎ༶ၑༀໄ
ZL202011132750.6 Granted October 21,
2040
Self-developed GPGPU
architecture –
Advanced
computing
architecture
2 Multiplication Circuit
Module and
Multiplication Method
༶

ZL202410251295.3 Granted March 6, 2044 Self-developed GPGPU
architecture –
Advanced
computing
architecture
BUSINESS
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No.
Patents/
Software Copyrights Registration No. Status Tenure
Self-developed
or In-Licensed
Key
Technology
Involved
3 Single Instruction Multi-
thread Processing Device
and Method˿ε

ZL202410257036.1 Granted March 7, 2044 Self-developed GPGPU
architecture –
Advanced
computing
architecture
4 AI Chip, Special
Function Computation
Method and Computer-
readable Storage
Mediumڃ
ձ
ၑዚ̙ᛘπᎷʧሯ
ZL202410101171.7 Granted January 25,
2044
Self-developed GPGPU
architecture –
Advanced
computing
architecture
5 Processing Device for
Data Processingஈ
ஈଣༀໄ
ZL202011577665.0 Granted December 28,
2040
Self-developed GPGPU
architecture –
Advanced
computing
architecture
6 Data Processing Method
for Processing Units,
Electronic Device and
Computer-readable
Storage Medium׵
ᅰኽஈଣ˙
ၑዚ̙
ᛘπᎷʧሯ
ZL202110258250.5 Granted March 9, 2041 Self-developed GPGPU
architecture –
Advanced
computing
architecture
7 Convolution Device and
Method, Matrix
Aggregation/Decomposition
Device and Method ՜
eॉ৬
ၳ˙

ZL202 111195064.8 Granted October 14,
2041
Self-developed GPGPU
architecture –
Advanced
computing
architecture
8 Computing Device,
Computing Equipment
and Programmable
Scheduling Methodࠇ
ၑண௪˸ʿ̙

ZL202011283070.4 Granted November 17,
2040
Self-developed GPGPU
architecture –
Advanced
computing
architecture
BUSINESS
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No.
Patents/
Software Copyrights Registration No. Status Tenure
Self-developed
or In-Licensed
Key
Technology
Involved
9 Method for Convolution
Computation, Computing
Device and Computer-
readable Storage
Mediumၑ
ၑ
ዚ̙ᛘπᎷʧሯ
ZL202011484326.8 Granted December 16,
2040
Self-developed GPGPU
architecture –
Advanced
computing
architecture
10 Computing Systemࠇ
ၑӻ୕
ZL202011327689.0 Granted November 24,
2040
Self-developed GPGPU
architecture –
Advanced
computing
architecture
11 Computing Device and
Method for Loading or
Updating Dataၑༀ
һอᅰ

ZL202011260055.8 Granted November 12,
2040
Self-developed GPGPU
architecture –
Advanced
computing
architecture
12 Computing Device and
Method for Loading or
Updating Dataၑༀ
һอᅰ

ZL202011260174.3 Granted November 12,
2040
Self-developed GPGPU
architecture –
Advanced
computing
architecture
13 Method for Computing,
Computing Device and
Computer-readable
Storage Medium׵
ၑண௪ձ
ၑዚ̙ᛘπᎷʧሯ
ZL202110267725.7 Granted March 12,
2041
Self-developed GPGPU
architecture –
Advanced
computing
architecture
14 Dot Product Computing
Deviceၑༀໄ
ZL202110456687.X Granted April 27, 2041 Self-developed GPGPU
architecture –
Advanced
computing
architecture
15 Method for Computing,
Computing Device and
Computer-readable
Storage Medium׵
ၑண௪ձ
ၑዚ̙ᛘπᎷʧሯ
ZL202110267756.2 Granted March 12,
2041
Self-developed GPGPU
architecture –
Advanced
computing
architecture
BUSINESS
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No.
Patents/
Software Copyrights Registration No. Status Tenure
Self-developed
or In-Licensed
Key
Technology
Involved
16 Computing Device and
Method for Floating-
point Calculationၑ
ၑ

ZL202110214311.8 Granted February 25,
2041
Self-developed GPGPU
architecture –
Advanced
computing
architecture
17 Memory Allocation
Method and Device
Based on Memory
Region, and Access
Method and Device ਿ
ʫπʱৣ˙
ձ
ண௪
ZL202110059908.X Granted January 18,
2041
Self-developed GPGPU
architecture –
Advanced data
flow
architecture
18 Computing System,
Computing Processor
and Data Processing
Methodࠇ
ၑஈଣኜձᅰኽஈଣ˙

ZL202110514602.9 Granted May 12, 2041 Self-developed GPGPU
architecture –
Advanced data
flow
architecture
19 Multicast Routing
Method, Interconnection
Device, Mesh Network
System and
Configuration Method
eʝஹண
ၣഖӻ୕ʿՉৣ

ZL202110811612.9 Granted July 19, 2041 Self-developed GPGPU
architecture –
Advanced data
flow
architecture
20 Information Processing
Method, Interconnection
Device and Computer-
readable Storage
Mediumஈଣ˙
ၑዚ̙
ᛘπᎷʧሯ
ZL202011275787.4 Granted November 16,
2040
Self-developed GPGPU
architecture –
Advanced data
flow
architecture
21 Method and Computing
System for Processing
Data Using Computing
Array (ၑ৬ΐԸ
ၑӻ
୕)
ZL202110537558.3 Granted May 18, 2041 Self-developed GPGPU
architecture –
Advanced data
flow
architecture
BUSINESS
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--- page 276 ---
No.
Patents/
Software Copyrights Registration No. Status Tenure
Self-developed
or In-Licensed
Key
Technology
Involved
22 Packaging Structure (܆
ༀഐ࿴)
ZL202222017863.2 Granted August 2,
2032
Self-developed SoC design –
SoC
architecture
23 Semiconductor
Packaging Structure and
Packaging Method ( ̒ኬ
ج)
ZL202110796716.7 Granted July 14, 2041 Self-developed SoC design –
SoC
architecture
24 Chipset and
Manufacturing Method
Thereof (˪ଡ଼ʿՉႡி
ج)
ZL202110662127.X Granted June 15, 2041 Self-developed SoC design –
memory
system
25 Packaging Structure (܆
ༀഐ࿴)
ZL202420895671.8 Granted April 28, 2034 Self-developed SoC design –
multi-GPU
interconnection
26 SerDes Driver and
System, Optimization
Method and Apparatus,
Device, Medium and
Product (SerDes ᚨਗኜʿ
ʿༀໄe
ۜ)
ZL202410684024.7 Granted May 30, 2044 Self-developed SoC design –
multi-GPU
interconnection
27 Test Circuit and Method
for Package Routing
Performance (ༀԐᇞ
ج)
ZL202410698079.3 Granted May 31, 2044 Self-developed SoC design –
SoC Testing
28 Method and Apparatus
for Fixing Antenna
Effect Violations (ࣖ
ձༀໄ)
ZL202410491457.0 Granted April 23, 2044 Self-developed SoC design –
SoC Design
Flow
29 Power Network Planning
Method for Chip,
Device, Electronic
Equipment and Storage
Medium (˪ཥ๕ၣഖ
eༀໄeཥɿண
௪ձπᎷʧሯ)
ZL202410453028.4 Granted April 15, 2044 Self-developed SoC design –
SoC Design
Flow
BUSINESS
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--- page 277 ---
No.
Patents/
Software Copyrights Registration No. Status Tenure
Self-developed
or In-Licensed
Key
Technology
Involved
30 Design Method for
Integrated Circuit Chip
and Integrated Circuit
Chip (ண
˪)
ZL202110280844.6 Granted March 16,
2041
Self-developed SoC design –
SoC Design
Flow
31 Packaging Structure (܆
ༀഐ࿴)
ZL202421945509.9 Granted August 13,
2034
Self-developed SoC design –
Chip Package
Design
32 Packaging Structure and
Manufacturing Method
Thereof (ༀഐ࿴ʿՉႡ
ج)
ZL202411545386.4 Granted November 1,
2044
Self-developed SoC design –
Chip Package
Design
33 Packaging Structure (܆
ༀഐ࿴)
ZL202422654761.0 Granted November 1,
2034
Self-developed SoC design –
Chip Package
Design
34 Server Board and
Monitoring System
Thereof, Server and
Monitoring System
Thereof (̔ʿՉ
ਕኜʿՉ္
಻ӻ୕)
ZL202420643732.1 Granted March 29,
2034
Self-developed Hardware
system design
– PCIe board
35 Board (̔) ZL202123151456.2 Granted December 15,
2031
Self-developed Hardware
system design
– PCIe board
36 Board (̔) ZL202430116996.7 Granted March 8, 2039 Self-developed Hardware
system design
– PCIe board
37 Heat Sink and Packaging
Method Thereof ( ౳ᆠኜ
ج)
ZL202110690141.0 Granted June 22, 2041 Self-developed Hardware
system design
– OAM
38 Connector-Assisted
Separation Structure and
OAM Module ( ɓ၇ஹટ
ኜႾпʱᕎഐ࿴ʿOAM
ᅼଡ଼)
ZL202520243417.4 Granted February 17,
2035
Self-developed Hardware
system design
– OAM
BUSINESS
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--- page 278 ---
No.
Patents/
Software Copyrights Registration No. Status Tenure
Self-developed
or In-Licensed
Key
Technology
Involved
39 Board Structure, Snap-
Fit Fastening Structure
and Electronic Device
(̔ഐ࿴eϔ̔ո
ഐ࿴ʿཥɿண௪)
ZL202520334460.1 Granted February 28,
2035
Self-developed Hardware
system design
– OAM
40 Air-Cooled Board (и
̔)
ZL202430144992.X Granted March 20,
2039
Self-developed Hardware
system design
– OAM
41 Supernode Device and
Computing Acceleration
Device for Accelerator
Cluster ( ɓ၇̋஺ኜණ໊
ၑ̋஺ༀ
ໄ)
ZL202520415078.3 Granted March 11,
2035
Self-developed Hardware
system design
– UBB,
Server, Server
Cluster
42 Server Cluster System
(ਕኜණ໊ӻ୕)
ZL202420919632.7 Granted April 28, 2034 Self-developed Hardware
system design
– UBB,
Server, Server
Cluster
43 Computing System,
Computing Processor
and Data Processing
Method (ၑ
ج)
ZL202110514602.9 Granted May 12, 2041 Self-developed Hardware
system design
– UBB,
Server, Server
Cluster
44 Compilation Method,
Electronic Device and
Storage Medium ( ᇜᙇ˙
eཥɿண௪˸ʿπᎷʧ
ሯ)
ZL2024 11112302.8 Granted August 13,
2044
Self-developed Software
Technologies –
Advanced
Compiler
Optimizations
for AI
Workloads
45 Optimization Method for
Artificial Intelligence
Model, Compiler,
Electronic Device and
Storage Medium ( ɛʈ౽
eᇜᙇ
ኜeཥɿண௪ၾπᎷʧ
ሯ)
ZL202411562252.3 Granted November 4,
2044
Self-developed Software
Technologies –
Advanced
Compiler
Optimizations
for AI
Workloads
BUSINESS
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--- page 279 ---
No.
Patents/
Software Copyrights Registration No. Status Tenure
Self-developed
or In-Licensed
Key
Technology
Involved
46 Operator Fusion Method,
Electronic Device and
Storage Medium ( ၑɿፄ
eཥɿண௪ၾπᎷ
ʧሯ)
ZL202411067103.X Granted August 5,
2044
Self-developed Software
Technologies –
Advanced
Compiler
Optimizations
for AI
Workloads
47 Compiler Optimization
Method, Electronic
Device and Storage
Medium (Ꮄʷ
eཥɿண௪ၾπᎷʧ
ሯ)
ZL202411067048.4 Granted August 5,
2044
Self-developed Software
Technologies –
Advanced
Compiler
Optimizations
for AI
Workloads
48 Resource Management
Method, Computing
Device and Computer-
Readable Storage
Medium (၍ଣ༟๕
ၑ
ዚ̙ᛘπᎷʧሯ)
ZL202011347122.X Granted November 25,
2040
Self-developed Software
Technologies –
A High-
Performance
GPGPU
Programming
Model
49 Middleware and Method
for Adapting Hardware
Devices to Deep
Learning Frameworks
(ቇৣ
ʕග΁ձ˙
ج)
ZL202411104719.X Granted August 12,
2044
Self-developed Software
Technologies –
High-
Performance
Machine
Learning
Libraries
50 Method, Computing
Device, Medium and
Program Product for
Software-Hardware
Adaptation (ழ೷΁
ၑༀໄe
ۜ)
ZL202410444215.6 Granted April 11, 2044 Self-developed Software
Technologies –
High-
Performance
Machine
Learning
Libraries
BUSINESS
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--- page 280 ---
No.
Patents/
Software Copyrights Registration No. Status Tenure
Self-developed
or In-Licensed
Key
Technology
Involved
51 Data Processing Method,
Apparatus, Electronic
Device and Storage
Medium ( ɓ၇ᅰኽஈଣ
eༀໄeཥɿண௪ʿ
πᎷʧሯ)
ZL202411166287.5 Granted August 22,
2044
Self-developed Software
Technologies –
High-
Performance
Machine
Learning
Libraries
52 Memory Architecture
Mapping Method,
Device, Storage Medium
and Program Product ( ɓ
eண
௪eπᎷʧሯʿ೻ҏପ
ۜ)
ZL202410481963.1 Granted April 21, 2044 Self-developed Software
Technologies –
Efficient
Memory
Management
for Large-
Scale AI
Training
53 Tensor Memory Transfer
Method, Device, Storage
Medium and Program
Product ( ɓ၇ੵඎʫπย
eண௪eπᎷʧሯ
ۜ)
ZL202411037672.X Granted July 29, 2044 Self-developed Software
Technologies –
Efficient
Memory
Management
for Large-
Scale AI
Training
54 Memory Allocation
Method and Apparatus,
Memory Addressing
Method and Apparatus
(ʿ
ʿ
ༀໄ)
ZL202011163342.7 Granted October 26,
2040
Self-developed Software
Technologies –
Efficient
Memory
Management
for Large-
Scale AI
Training
55 Distributed Computing
System and Model
Training Optimization
Method for Deep
Learning Models ( ʱ̺ό
ኪ୦ᅼ
ج)
ZL202410132747.6 Granted January 29,
2044
Self-developed Software
Technologies –
Virtual Layer
and Dynamic
Pipeline
Orchestration
for Distributed
Training
BUSINESS
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No.
Patents/
Software Copyrights Registration No. Status Tenure
Self-developed
or In-Licensed
Key
Technology
Involved
56 Interleaved Pipeline
Parallel Training
Method, Apparatus,
Device, Storage Medium
and Program Product ( ʹ
˥ᇞԨБ৅ᇖ˙
eༀໄeண௪eπᎷʧ
ۜ)
ZL202411968005.3 Granted December 29,
2044
Self-developed Software
Technologies –
Virtual Layer
and Dynamic
Pipeline
Orchestration
for Distributed
Training
57 Data Transfer Method,
Distributed Training
System, Electronic
Device and Storage
Medium ( ᅰኽย༶˙
eʱ̺ό৅ᇖӻ୕eཥ
ɿண௪ձπᎷʧሯ)
ZL202410495934.0 Granted April 23, 2044 Self-developed Software
Technologies –
Virtual Layer
and Dynamic
Pipeline
Orchestration
for Distributed
Training
58 Device Communication
Method, Device and
Medium (˙
eண௪ʿʧሯ)
ZL202411732925.5 Granted November 28,
2044
Self-developed Software
Technologies –
Virtual Layer
and Dynamic
Pipeline
Orchestration
for Distributed
Training
59 Cloud Service System
and Operation Method
Thereof (ਕӻ୕ʿ
ج)
ZL202110874293.6 Granted July 29, 2041 Self-developed Software
Technologies –
Unified AI
Development
Environment
across Cloud
and Edge
60 Active Testing Method,
Apparatus, Device,
Medium and Product for
AI Computing Clusters
(AI˴ਗ಻༊
eༀໄeண௪eʧሯ
ۜ)
ZL202510012604.6 Granted January 5,
2045
Self-developed Software
Technologies –
Unified AI
Development
Environment
across Cloud
and Edge
BUSINESS
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No.
Patents/
Software Copyrights Registration No. Status Tenure
Self-developed
or In-Licensed
Key
Technology
Involved
61 Biren SUPA
Programming Framework
Software ( ኣ́SUPAᇜ
ழ΁)
2020SR1579133 Registered June 30, 2070 Self-developed Software
Technologies –
Programming
Model
62 Biren Computing Graph
Intelligent Scheduling
and Optimization
Software V1.0 (ၑ
ၾᎴʷழ΁
V1.0)
2022SR1446355 Registered April 11, 2072 Self-developed Software
Technologies –
Graph-level
Optimization
63 Biren ML Compiler
Operator Optimization
Graph Structure
Expression System V1.0
(ኣ́MLᇜᙇኜၑɿᎴʷ
༺ӻ୕ V1.0)
2020SR1579135 Registered September 23,
2070
Self-developed Software
Technologies –
Graph-level
Optimization
64 Biren V ector Engine
High-performance
Assembly Code
Generation Software
V1.0 (׌
ঐිᇜ˾ᇁ͛ϓழ΁
V1.0)
2022SR1145950 Registered January 31,
2071
Self-developed Software
Technologies –
ML Libraries
65 Biren TCore High-
performance Assembly
Code Generation
Software V1.0 ( ኣ́
TCoreঐිᇜ˾ᇁ͛
ϓழ΁ V1.0)
2022SR1145940 Registered January 31,
2071
Self-developed Software
Technologies –
ML Libraries
The term of an individual patent may vary based on the jurisdictions in which it is
granted. In China and most other jurisdictions in which we file patent applications, the term of
an issued patent for invention is generally 20 years from the filing date of the earliest
non-provisional patent application on which the patent is based in the applicable jurisdiction.
The actual protection afforded by a patent varies on a claim-by-claim and jurisdiction-by-
jurisdiction basis and depends upon many factors, including the type of patent, the scope of its
coverage, the availability of any patent term extension or adjustment, the availability of legal
remedies in a particular jurisdiction and the validity and enforceability of the patent. We cannot
provide any assurance that patents will issue with respect to any of our pending patent
BUSINESS
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--- page 283 ---
applications or any such patent applications that may be filed in the future, nor can we provide
any assurance that any of our owned or licensed issued patents or any such patents that may
be issued in the future will be commercially useful in protecting our solutions.
We have established a comprehensive and rigorous intellectual property and trade secret
protection system to fully safeguard our core technologies and solutions. IP applications are a
key method of technological protection. We have implemented a patent review mechanism to
promptly secure intellectual property. This strategy creates technological barriers, effectively
blocking competitors from copying or imitating our innovations.
In addition, confidentiality is crucial in protecting our trade secrets and technological
confidential information. We seek to protect our proprietary technology and processes, in part,
by entering into confidentiality agreements with consultants, advisors and contractors. We have
entered into agreements with confidentiality and non-competition clauses with our senior
management and certain key members of our R&D team and other employees who have access
to trade secrets or confidential information about our business. Our standard employment
contract, which we use to employ our employees, contains an assignment clause, under which
we own all the rights to all inventions, technology, know-how and trade secrets derived during
the course of such employee’s work. Additionally, we conduct regular confidentiality training
to reinforce employees’ awareness and capabilities in safeguarding proprietary information.
We also seek to preserve the integrity and confidentiality of our data and trade secrets by
maintaining physical security of our premises and physical and electronic security of our
information technology systems. We have implemented and maintains additional
confidentiality measures, such as establishing tiered access control systems, physical and
network segregation, applying document watermarking and operation log tracking, and
restricting the dissemination of sensitive information.
We also own a number of registered trademarks and pending trademark applications. As
of the Latest Practicable Date, we had registered trademarks for our Company and our
corporate logo in China and other jurisdictions and are seeking trademark protection for our
Company and our corporate logo in other jurisdictions where available and appropriate.
For detailed information about our material intellectual property, see “Appendix V –
Statutory and General Information – Further Information about our Business – Intellectual
Property Rights.”
Our BIRENSUPA supports open-source deep learning frameworks and we use open-
source software in some of our solutions, and we expect to continue to use open-source
software in our business operation in the future. We utilize open-source software merely as a
development tool or to enhance research and development efficiency and quality. The use of
open-source components are subject to strict review by the internal open-source committee.
Additionally, we conduct open-source compliance scanning and management regularly. As a
result, the use of open-source software does not compromise our ownership rights over our
self-developed intellectual properties.
BUSINESS
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Our Directors confirm that during the Track Record Period and up to the Latest
Practicable Date, we had no instance of infringement of third parties’ intellectual property
rights.
EMPLOYEES
As of June 30, 2025, we had a total of 792 employees. Substantially all of our employees
are based in the PRC. The following table sets forth a breakdown of our employees categorized
by function as of June 30, 2025.
Function Number % of total
Research and development 657 83.0
Sales and marketing 32 4.3
General and administration 103 13.0
Total 792 100.0
Our success depends on our ability to attract, retain and motivate qualified personnel, and
we believe that our high-quality talent pool is one of the core strengths of our company. We
adopt high standards and strict procedures in our recruitment, including campus recruitment,
online recruitment, internal referral and recruitment through executive search, to satisfy our
demands for different types of talent. We believe we offer our employees competitive
compensation, comprehensive professional trainings, exceptional working environment and
employee care, and promotion opportunities, as a result, we believe we have been able to
attract and retain qualified employees, key management and technical staff to maintain a
thriving team.
In addition, we place strong emphasis on providing trainings to our employees to enhance
their professional skills. We offer onboarding trainings for all new hires and provide targeted
trainings for employees at various positions from different departments. Our employees can
also improve their skills through mutual learning among colleagues.
As required by PRC laws and regulations, we participate in various employee social
security schemes organized by applicable local municipal and provincial governments,
including pension insurance, maternity insurance, unemployment insurance, work-related
injury insurance, health insurance and housing provident fund. We are required under PRC
laws and regulations to make contributions to employee social security schemes at specified
percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum
amount specified by the local government from time to time.
BUSINESS
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During the Track Record Period and up to the Latest Practicable Date, social insurance
contributions for some of our foreign employees and employees with Hong Kong and Taiwan
residency have not been made in accordance with the relevant PRC laws and regulations. As
of December 31, 2022, 2023, 2024 and June 30, 2025, we recorded provision for such shortfalls
RMB2.7 million, RMB5.2 million, RMB6.2 million and RMB5.0 million, respectively.
Pursuant to relevant PRC laws and regulations, the relevant PRC authorities may demand the
employers failing to perform the aforesaid obligations to pay the outstanding social insurance
contributions within a stipulated deadline and such employers may be liable to a late payment
fee equal to 0.05% of the outstanding amount for each day of delay. If employers fail to make
such payments, they may be liable to a fine of one to three times the amount of the outstanding
contributions. We undertake to make full payment or settle any shortfall within a prescribed
time period if and when requested by the relevant authorities. As of the Latest Practicable Date,
no administrative action or penalty had been imposed by the relevant regulatory authorities
with respect to our social insurance contributions, nor had we received any order to settle the
deficit amount. Moreover, as of the Latest Practicable Date, we were not aware of any
complaint filed by those employees regarding our social insurance practice.
We enter into standard contracts and agreements regarding confidentiality, intellectual
property, employment, commercial ethics and non-competition with our key management and
technical staff. These contracts typically include a non-competition provision effective during
and up to two years after their employment with us and a confidentiality provision effective
during and after their employment with us.
We believe that we maintain good working relationship with our employees and we have
not experienced any material labor disputes or any difficulty in recruiting qualified staff for our
operations during the Track Record Period and up to the Latest Practicable Date. None of our
employees are currently represented by any labor unions.
INSURANCE
We consider our insurance coverage to be adequate for our business operations in China
in accordance with the commercial practices in the industries in which we operate. Our
employee-related insurance consists of pension insurance, maternity insurance, unemployment
insurance, work-related injury insurance and health insurance. We also purchased patent
liability insurance, trademark right insurance, and property insurance for certain of our
decoration and furniture as well as machinery and equipment. In line with general market
practice and as of the Latest Practicable Date, we did not maintain key-man insurance, which
are not mandatory under PRC laws. We believe our insurance policy complies in the material
aspects with the relevant rules and regulation in the PRC. See “Risks Factors – Risks Related
to Our Business and Industry – Our limited insurance coverage could expose us to significant
costs and business disruption” for details.
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Overview
We are committed to promoting corporate social responsibility and sustainable
development and integrating it into the major aspects of our business operations. Corporate
social responsibility is integral of our culture “R.E.C.I.P .E.”, which stands for Responsibility,
Excellence, Collaboration, Innovation, Pragmatism, Empowering.
As a responsible corporate citizen, we see sustainable development as a strategic priority,
actively fulfill our social responsibility, continuously improve corporate responsibility
structure, manage our supply chains sustainably and protect stakeholder interests. We have
obtained the environmental management system certification (ISO14001), quality management
system certification (ISO9001) and occupational health and safety management system
certification (ISO45001).
ESG Governance
We place strong emphasis on the effective implementation of ESG measures by
continuous improving the ESG governance structure and actively promoting the integration of
ESG concepts into the Company’s operation. The Board, as the highest supervisory body for
ESG issues, is responsible for supervision and management over risks and opportunities related
to ESG, supervision over the formulation of strategies and systems related to ESG,
consideration of major issues related to ESG on a regular basis, and due consideration of
impacts of major ESG-related risks or opportunities for decision-making or strategies in major
transactions, so as to ensure full attention to ESG issues and effective progress of ESG
measures. To ensure effective implementation of ESG measures, we have established the ESG
working group, which is responsible for the implementation of specific ESG measures and
overall planning and coordination for collection, consolidation, analysis and control of ESG
performance data across various departments, thereby continuously tracking developments and
frontline directions of ESG issues for the enhancement in effectiveness of the ESG measures.
The Board has been regarding the development of culture of compliance as an integral
part of sustainable development of our Company. The Board has integrated the concepts of
compliance into our development strategies and governance structure. Based on core duties
provided by the Articles of Association and the Rules of Meeting, and by exercising the power
of approval under the system and the power of supervision over various issues, the Board has
promoted the implementation of various compliance measures including ESG compliance,
thereby effectively minimizing the risks arising from the daily operation.
We also place strong emphasis on routine implementation of compliance trainings. We
provide compliance training to all employees at least once a year, thereby enhancing awareness
and professionalism of compliance among the employees and promoting the development of
the culture of compliance.
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We have formulated the Policy on ESG responsibilities (݁
ഄ), which includes our specific commitments and requirements in connection to various
major topics on ESG, and provides specific guideline for performing ESG management in our
daily operation.
We actively put concepts of sustainable development in practice by integrating ESG
management in daily operation of the Company with reference to the Code of Conduct —
Responsible Business Alliance, thereby driving quality and sustainable development of the
Company, and safeguarding interests of investors, customers and employees as stakeholders.
BOARD DIVERSITY
We consider diversity at the Board level a key element that supports the Company’s
strategic objectives and sustainable development, and adopts the policy of Board diversity. We
have considered various factors in deciding the composition of Board members, including but
not limited to gender, age, culture and education background, ethnicity, professional
experience, skills, knowledge and length of service. All Board appointments will be based on
merit, and candidates will be considered against objective criteria, having due regard to
benefits of diversity on the Board. Currently, our Board consists of 1 female director and 8
male directors.
ESG strategies and risk management
We have a deep understanding of the key role of ESG in its business development,
financial performance and operation. By comprehensively considering major concerns of
internal and external stakeholders, and by integrating our business characteristics, we
accurately identified and conducted in-depth analysis of ESG risks that may have material
impacts on the Company, and taking into account of these risks in our strategic planning,
financial initiatives and operation.
We have identified and assessed the following major ESG risks that may have impacts on
our business, strategic or financial performance, and have formulated relevant counter
measures:
Key topics Potential risks/opportunities Counter measures
Climate change ...... Climate change could have
adverse effects on our business
and that of our customers,
partners and suppliers.
Increasing extreme weather
events could have impacts on the
steadiness of our operations,
while regulations such as carbon
taxes, fuel or energy taxes and
pollution limits could result in
higher direct costs.
We have started auditing of data
for greenhouse gas emission,
and clearly identified the carbon
footprint during the Company’s
operation. We committed to
continuously reduce greenhouse
gas emission, thereby
facilitating the transformation of
the Company towards one with
low carbon and green
operational model.
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Key topics Potential risks/opportunities Counter measures
Product liabilities ..... Lagging far behind iteration of
technologies or peers in terms of
R&D and innovation could have
adverse effect on our
competitiveness in markets; any
health or safety incident or
quality concern related to our
products could lead to
compliance risks, loss of
business and damage to business
reputation.
We continued to expand
spending on innovation for
further development of our
independent, original and high-
performance GPU hardware and
software systems, with all
products strictly in compliance
with national safety standards,
and developed the quality
control system that covers the
whole life cycle of the products.
Supply chain
management .......
Responsible and sustainable
supply chain is vital to safety,
reliability and sustainability of
the products. Any failure to
screen and assess the suppliers
seriously could expose us to
risks arising from, among
others, violation of laws and
regulations or unethical
behaviors, which includes the
risk of conflict minerals that
cannot be ignored.
We established a well-developed
and strict supplier management
system, and impose ESG
requirements on suppliers in the
areas of labour, health and
safety, environmental
protection, business ethics and
CSR management system to
minimize supply chain risks.
Labor rights ......... Risks relating to labor rights
could cause negative effects on
reputation and operational
stability of the Company.
We have identified vulnerable
groups (including employees,
females, children, contractor’s
employees and local community
groups) in the areas of potential
risks of labor rights and labor
rights issues that may arise from
the Company’s operation and
value chain, and analysed and
assessed impacts of major risks.
The Company has developed its
management system, established
diversified channels of
communication, entered into
relevant agreements on the
protection of rights and
interests, and organized
trainings that cover various
topics, while ensuring effective
implementation of these
measures through risk tracking.
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Key topics Potential risks/opportunities Counter measures
Business ethics ...... A n y business practice in
violation of regulations could
constitute violation of laws and
regulations, expose us to
penalties and cause damage to
reputation of the Company.
We have been adhering to the
principle of Integrity
Management, and established
comprehensive systems to
regulate activities of related
parties including employees and
suppliers We also established
complete whistleblowing
procedures and systems to
protect the whistleblowers. We
have zero-tolerance for any act
of corruption, with a good
business environment and order
for development maintained by
our employees at all levels of the
Company.
We continued to optimize procedures of risk management and internal control, effectively
identified, assessed, prioritize and monitor major ESG-related risks through systematic
procedures, and gradually integrated these risks into the Company’s overall risk management
and internal control framework. The Board as the highest decision-making body is responsible
for conducting careful studies and discussion on materiality and priorities of major ESG risks
and making final decisions.
In respect of the identified ESG risks, we have developed targeted counter-measures to
ensure implementation of risk control measures across different stages of operating procedures
within the Company. We will adopt appropriate measures to hedge these risks when necessary,
thereby comprehensively enhancing the Company’s capacity to manage risks. During the Track
Record Period and up to the Latest Practicable Date, the Company did not have any
non-compliance in violation of ESG-related laws and regulations.
Environmental protection
Given the nature of our business, we do not operate any production facilities or otherwise
impose material threats to the environment or the climate. Nonetheless, we have actively
engaged in environmental protection and improvement and sustainability. We actively fulfill
our social responsibility by adopting practicable measures to minimize impacts on the
environment. We have obtained the environmental management system certification
(ISO14001), and encouraged all suppliers to rely on it as the benchmark in promoting
environmental management.
To regulate classification, collection, storage and disposal of business waste and improve
the utilization rate for recycling, we formulated and implemented the Regulations on Disposal
of Commerce Waste (ஈໄ஝ᇍ) in accordance with the Law of the People’s
Republic of China on Prevention and Control of Environmental Pollution by Solid Waste ( ʕ
) and other relevant laws and regulations. In respect
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of management on wastes, we performed centralized collection and management of waste
batteries, which will be handled by professional firms to prevent electrolytic pollution. In
respect of general waste, the Company has established the “recyclables collection bin”, by
which our employees are required to put wastes including paper, plastics and metals in the bin,
thereby realizing recycling of resources. Other wastes will be centrally cleared and handled by
professional firms.
We have been adhering to the concepts of environmental protection and striving to
achieve resources conservation during the whole course of daily operation and to develop our
business in a sustainable way. We plan to reduce electricity consumption intensity by 8%
compared to 2024 by 2030 and reduce water consumption intensity by 5% compared to 2024
by 2030. We pay close attention to the implementation of these targets and adjust and improve
our targets in a timely manner as our business develops. We plan to achieve this through the
following measures: actively encourage digital operations of businesses by utilizing cloud-
based services to reduce consumption of paper in the businesses, thereby improving workplace
efficiency and reducing resources consumption. We require our employees to develop good
practice of water and power saving during the daily operation, thereby minimizing negative
effects on the environment at all fronts. In addition, we disseminate the regulations on disposal
of waste and knowledge for environmental protection through various means on a quarterly
basis, thereby enhancing awareness of environmental protection among the employees and
creating a green workplace.
In 2022, 2023, 2024 and the first half of 2025, the data relating to utilization of resources
by the Company are as follows:
Indicator Unit 2022 2023 2024 2025H1
Electricity consumption kWh 3,526,969.11 4,647,836.43 5,376,955.04 3,047,162.60
Water consumption Ton 2,061.38 3,756.00 3,831.00 2,285.00
Climate changes
We have in-depth understanding of the profound impacts of climate changes on human
society and natural environment, and have initiated the accounting of greenhouse gas emissions
data. We are paying attention to Scope 3 GHGs emissions and have already accounted for the
data related to employee business travel and plan to gradually expand to other categories within
Scope 3. We will continuously improve our data collection and accounting systems to
comprehensively review the carbon footprint across our operations. To continuously promote
emissions reduction, we have implemented multiple initiatives including but not limited to:
promoting teleconferences and online meetings to minimize non-essential business travel;
adhering to national air conditioning temperature standards while promptly turning off lights
in unoccupied areas and other non-essential electronic equipment overnight; ongoing oversight
greenhouse gas emissions across suppliers and the entire supply chain to identify opportunities
of emission reduction potential. These efforts ensure that we effectively control and
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progressively reduce GHGs emissions while our business grows, fully driving advancing the
company’s transition to a low-carbon, green operational model and contributing to global
climate change mitigation efforts.
In 2022, 2023, 2024 and the first half of 2025, the data of greenhouse gas emissions by
the Company are as follow:
Indicator Unit 2022 2023 2024 2025H1
GHG emissions (Scope 1
and Scope 2)
tCO2e 1,892.57 2,511.25 2,900.32 1,645.80
Scope 1 tCO2e / 1 17.22 15.04 10.69
Scope 2 tCO2e 1,892.57 2,494.03 2,885.27 1,635.11
Scop e 3 – employee
business travel
2
tCO2e 176.40 434.52 646.67 283.40
1 Relevant data for the year is not available.
2 Scope 3 employee business travel data covers only air travel.
We have identified some of the climate-related risks that could have an impact on the
Company’s operation. We rely heavily on the reliability in energy supply when we are
conducting our business. Extreme climate events such as rainstorm and flooding could affect
energy supply or operation of equipment, resulting in disruption of data processing and storage.
A weather with high temperatures could result in risks of greater power consumption and
equipment breakdown, which could affect computational effectiveness and data security. In
addition, as concern for carbon emissions across the globe has been increasing, the introduction
of laws and regulations such as carbon taxes, fuel or energy taxes and pollution limits could
result in greater direct costs, which could have an impact on our business and results of
operation. We adopt GPUs products with energy efficient design and operation, conduct
inspection and maintenance of our operating facilities on a regular basis, carry out control on
auditing of carbon emissions, and provide trainings that enhance awareness of environmental
protection among employees to continuously enhance our capacity to address climate risks.
Employee management
Adhering to the philosophy of “putting people first”, we have committed to fully respect
and exercise strict measures over protection of various labor rights. We are dedicated to create
a workplace with diversity, equality, openness, inclusiveness, innovation and efficiency,
thereby working together to create value and grow with stakeholders.
We have made building the best workplace one of the key elements of sustainable
development of the Company. Through persistence, we have established a favourable internal
atmosphere and management system. Given our excellent workplace culture and employee
satisfaction, we have won Best Workplaces in Greater China 2022 and Best Workplaces in Asia
2023 from Great Place to Work
TM.
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To ensure safety of the employees in our daily work, we have formulated policies on
safety management such as the Physical Safety Management Measures (ଣτΌ၍ଣՓ
) and the Regulations on Fire Safety Management ( ऊԣτΌ၍ଣ஝ᇍ), and
established the Emergency Response Team (ERT). We adopt a series of measures to address
emergencies, and hold health and safety trainings and fire drills on a regular basis. The
Company is equipped with comprehensive fire fighting facilities and has placed clear signs of
first aiding at all operating points. The Company has obtained the occupational health and
safety management system certification (ISO45001).
We provide employees with full trainings and support with career development
framework. By developing effective plans of talent cultivation and development, the Company
explores, develops and cultivates the talent pool that supports the strategies of the Company
in a rational manner, supports requests of employees for resettlement to new positions and
facilitates internal talent transfer. The Company has developed different training systems for
recruitment at campus and open recruitment. We also established a clear performance appraisal
system that is applicable to all employees, with procedures of reporting and handling issues
relating to performance appraisal, ensuring fairness, impartiality and transparency of outcome
of the performance appraisal system. In 2022, 2023, 2024 and the first half of 2025, the data
relating to the training of employees of the Company are as follow:
Indicator Unit 2022 2023 2024 2025H1
Percentage of employees covered by
the trainings
% 75% 82% 90% 92%
Number of trainings to employees Times 26 33 35 16
Total length of trainings to employees 2 hours 2,280 2,519 2,881 1,970
2 The length of trainings to employees include online and offline trainings
In addition to our efforts in protecting our employees’ interests, we also attend to the
growth and wellness of our employees’ family. We organize family gatherings for our
employees, and we set up a fund to grant special benefits for our employees’ children to award
academic excellence or to subsidize educational expenses. We also organized various sports
clubs for employees with similar interests.
We continued to launch trainings on the diversity policy to facilitate the development of
the culture of diversity with openness, inclusiveness and innovation. We built a mother and
baby room to support maternity needs of our female employees. We also launched thematic
events for women, with female CEO invited to share their career developments and experience
in management, thereby demonstrating our respect to and care of female employees. We also
attract people with disabilities to our team by providing suitable positions and comprehensive
support and assistance, thereby promoting the development of barrier-free workplace through
concrete actions.
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We have established diversified communication and feedback channels such as CEO
mailbox, official WeChat CEO hotline and mail box for compliance and whistleblowing, by
which the employees may provide feedback to various issues. Meanwhile, we hold non-
scheduled staff meetings that cover all employees, at which the management will hear the
feedback from the employees, give response and put it in practice. We encourage the employees
to provide feedback and suggestions relating to the identified issues to heads of relevant
departments or their supervisors.
Product liabilities
We have extensive experience in developing in-house, original and high-performance
GPU hardware and software systems. We are dedicated to develop national intelligent
computing industry ecology, and provide customers with safe, reliable, green and energy-
saving products and solutions. As of June 30, 2025, we submitted 1,158 self-developed
invention patent applications and 67 other related patent applications (including utility model
patents and design patents) globally. Among which 388 invention patents and 58 other related
patents have been granted. In addition, we have obtained 45 copyrights and 19 integrated
circuit layout designs.
In respect of product safety, we have obtained RoHs, SVHC Environmental Protection
Certificate, EMC (Electromagnetic Compatibility) Certificate, MTBF Reliability Certificate
and Safety Testing Certificate for all our products at the market, in strict compliance with
national standards, ensuring that no hazard would be caused to human healthy and safety when
using the products in a normal and rational manner. During the Track Record Period and up to
the Latest Practicable Date, the Company did not experience any product recall due to health
or safety concern.
In respect of product quality, we established a quality control system that cover the whole
life cycles of the products, and obtained quality management system certification (ISO9001).
Each of the segments are designed with strict nodes of quality control under supervision of
professional quality control team. All products at the market have undergone quality
examination by large serve manufacturers at the downstream.
In respect of energy-saving function of our products, our GPGPU products support
enhancement dynamic regulation that regulates frequencies of chips based on movements in
loading, thereby minimizing power consumption of the products. The products including BILI
106L and BILI 166L in liquid-cooled OAM and servers support cold plate liquid cooling,
enabling PUE /H113491.15 in the server system and reducing power consumption of the serve system.
We have built complete liquid cooling heat sink solution and reduced power consumption of
data centers by regulating flows of liquid cooling in a dynamic and intelligent manner through
the enclosure management system.
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Demand of customers is always the starting point and the ending point of our product
R&D. All of our product designs have undergone thorough investigations during the stages of
proposals and plannings, fully met the demands of the customers before entering into the stage
of R&D. We have also established dedicated teams for pre-sales and after-sales services, with
the support by supporting teams that consists of professional server manufacturers, to ensure
quick response to needs of the customers. We also perform maintenance and delivery in a
timely manner through server manufacturers, thereby developing a quick-response system and
round-the-clock maintenance after-sale supporting system. In 2022, 2023 and 2024 and the first
half of 2025, the data relating to product liabilities are as follow:
Indicator Unit 2022 2023 2024 2025H1
Products subject to recall for safety and
health concerns as a percentage of the total
number of products sold or delivered
% 0000
Number of complaint regarding our
products/services
times 0000
Supply chain management
We are dedicated to develop a responsible and sustainable supply chain. We formulated
the Measures of Management on Suppliers in Purchase, which covers regulations of
management on the whole cycle of admission, assessment and withdrawal of suppliers. Based
on RBA (Responsible Business Alliance) Code of Conduct, we impose ESG requirements on
suppliers in the areas of labour (ensuring free choice of employment, working hours, salary and
benefits, anti-discrimination and freedom of association), health and safety, environmental
protection (suppliers are encouraged to implement environmental management system based
on ISO14001 standards), business ethics and corporate social responsibility management
system. We require our suppliers to sign a written statement, undertaking to abide by
anti-bribery laws, regulations and applicable policies in daily business activities. In particular,
in respect of responsible purchase, when it concerns the purchase of minerals, we require our
suppliers to undertake and take reasonable actions to conduct due diligence investigation on
sources of these minerals and the competent regulators for the production and sales, to prevent
exploration and trading of metals such as tantalum, tin, tungsten, gold and cobalt contained in
these products from supporting illegal armed conflicts, directly or indirectly, or supporting
activities relating to infringement upon human rights, threat to environment or other actions
that may have health and safety concern.
We conduct assessment on suppliers based on specific requirements on a regular basis. If
we identify any non-compliance occurrence, we may request the relevant suppliers to take
rectification measures or terminate business relationship with any suppliers that fail to take
rectification measures or rectify non-compliance occurrence.
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We also established procedures of reporting and rectification, by which the suppliers may
communicate, report and make complaint for any non-compliance incident on anonymous or
non-anonymous basis through various channels including mail box or whistleblowing hotline.
We will protect all whistleblowers with strict measures.
Contributions to Community
We actively perform corporate social responsibility. We are dedicated to promote equal
access to education and technological development, thereby contributing our efforts to
sustainable development of the community. We recognize the importance of education as a
cornerstone of Rural Revitalization, and spare no efforts to support science education in rural
elementary school, thereby contributing our efforts to the long-term development in rural area
in China. Through the strategic cooperation with Fujian Institute of Education, we launched the
“Science and Technology Public Welfare” (“ҦʮूБ”) and paired up with about dozens of
rural elementary schools. To date, we have donated books, sports equipment, learning facilities
and other supplies to 11 schools, including approximately 650 documents, books and popular
science publications. Meanwhile, we also organized tutorial classes with a total of 45 schools
participating, mobilising interest in science among the children through various means. We
have hosted “Biren Open Course” in four consecutive years at over ten leading universities in
China with a total of 26 classes, which attracted many students and mobilized their interest in
science, laying a sound foundation for the cultivation of scientific talents in the future, We also
cultivate scientific and technological talent through donation, projection collaboration and
other means in order to promote the development of integrated circuit industry. We conducted
various joint collaborative research projects with Tsinghua University, Fudan University,
Shanghai Jiao Tong University and other renowned universities in China. In particular, we set
up a special scholarship for Chinese Institute of Electronics that awards outstanding talent and
innovations in the integrated circuit industry, thereby contributing our efforts to well-being and
advancement of the community through playing active roles in the areas of education and
technology.
In 2022, 2023, 2024 and the first half of 2025, the data relating to contributions to the
community by the Company are as follow::
Indicator Unit 2022 2023 2024 2025H1
Number of persons engaged in
contribution to community
Person 216 271 163 85
Hours of contribution to community hours 306.5 366 326 175
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Business ethics and anti-corruption
We have been adhering to the principle of Integrity Management, strictly abiding by the
relevant laws and regulations, and have “zero-intolerance” for any act of corruption. We have
established and strictly implemented internal management system such as the Measurement of
Management on Anti-corruption Issue () and the Reporting of Gifts or
Monetary Gift Received by the Employees (), so as to regulate
business behaviours of all employees of the Company. We prohibit any form of bribery and
completely eradicate any act that causes damage to the interest of the Company. We have
established the Anti-corruption and serious non-compliance reporting center to ensure timely
investigation and verification of non-compliance incidents. We also established complete
whistleblowing procedures and systems to protect the interest of the whistleblowers. For any
verified case of non-compliance incidence, the Company will take resolute enforcement action
to handle the cases in line with the law.
Anti-corruption trainings to the employees are the core of the development of integrity
culture of the Company. We require new employees to attend trainings on anti-corruption,
anti-bribery and confidential information and sign on the compliance certificates. We also
launch relevant trainings for all employees on a regular basis and provide detailed requirements
for risks of corruption and implementation rules for personnel on key positions. We
communicate with all employees with integrity culture on a regular basis, so as to remind the
employees to maintain awareness of integrity and self-discipline, and abide by ethical
requirements, thereby maintaining a good workplace and order for development at all levels of
the Company.
In 2022 2023, 2024 and the first half of 2025, the data relating to business ethics and
anti-corruption are as follows:
Indicator Unit 2022 2023 2024 2025H1
Number of litigation cases concluded relating
to bribery and against the Company and
the employees
case ––––
Based on the documents reviewed, public information searches conducted, and credit
reports obtained by us from the competent authorities, to the best of their knowledge after
making due enquiries and as confirmed by us, nothing has come to our PRC Legal Advisor’s
attention that would indicate any non-compliance by us with the applicable anti-bribery and
anti-corruption laws of the PRC, or any pending or threatened litigation, arbitration or
administrative proceedings against them in relation to any breach of such PRC laws during the
Track Record Period and up to the Latest Practicable Date, which could have a material adverse
effect on our financial condition and results of operations.
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PROPERTIES
Our current principal executive offices are located in Shanghai, China. As of the Latest
Practicable Date, we leased nine properties for business operation in China, with an aggregate
floor area of approximately 23,203 sq.m.. These properties currently accommodate our
management headquarters, our research and development, sales and marketing and general and
administrative activities, as well as the post-sale product maintenance. The relevant rental
agreements provide lease expiration date ranging from May, 2027 to April, 2028.
As of September 30, 2025, we owned 35 properties in China, with a total gross floor space
of approximately 16,312 sq.m.. These properties are used for our office space, employee rental
housing, and a gross floor area of approximately 5,751 sq.m. was leased out.
As of the Latest Practicable Date, with respect to one of our leased properties, the relevant
lessor had not provided us with valid property ownership certificate evidencing its rights to
lease the properties to us. The absence of the property ownership certificate limited our ability
to determine whether the lessor has the right to lease the properties to us, and if the lessor is
not the legal owner, the relevant lease agreement may be deemed invalid. In addition, certain
of self-owned properties’ current actual usages are not in conformity with the permitted usages
prescribed in the relevant title certificates. Nonconformity with the property’s planned usage
may lead to the reclamation of land and fines. Furthermore, as of the Latest Practicable Date,
the lease agreement of one of our leased properties and 25 of our self-owned properties which
have been leased out by us had not been or had not been fully registered. Failure to register
such lease agreements with relevant PRC government authorities does not affect the
effectiveness of the lease agreements, but the relevant PRC government authorities may order
us to, within a prescribed time limit, register the lease agreements. See “Risk Factors – Risks
Related to Our Business and Industry – Legal defects regarding some of our leased or
self-owned properties may affect our interests in such properties. Challenges to our interests
in the leased or self-owned properties may adversely affect our business, financial condition
and results of operations” for details.
The Property V aluation Report from A VISTA, an independent property valuer, set out in
Appendix III of this prospectus, sets out details of our selective property interests as of
September 30, 2025. A VISTA valued these property interests at an amount of RMB62.9 million
as of September 30, 2025. Except for the property interests set forth in the Property V aluation
Report from A VISTA, pursuant to Rule 5.01A of the Listing Rules, as of December 31, 2024,
no single property interest (i) that formed part of our property activities had a carrying amount
representing 1% or more of our total assets; or (ii) that formed part of our non-property
activities had a carrying amount representing 15% or more of our total assets.
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APPLICABLE U.S. LA WS AND REGULATIONS
Background of Entity List
Effective October 17, 2023, BIS added certain entities of our Group to the Entity List,
specifically Beijing Biren Technology Development Co., Ltd.; Guangzhou Biren Intelligent
Technology Co., Ltd.; Hangzhou Biren Technology Development Co., Ltd.; Shanghai Biren
Information Technology Co., Ltd.; Guangzhou Biren Semiconductor Technology Co., Ltd.;
Shanghai Biren Technology Co., Ltd.; Shanghai Xinzhili Enterprise Development Co., Ltd.;
and Zhuhai Biren Integrated Circuit Co., Ltd. (collectively, the “ Listed Entities ”). Shanghai
Xinzhili Enterprise Development Co., Ltd. was formerly known and referred to as Suzhou
Xinyan Holdings Co., Ltd. On April 11, 2024, BIS revised the Entity List entries to include
“Shanghai Biren Technology,” in addition to existing aliases “Biren” and “Biren Technology.”
For each of the Listed Entities, BIS imposed a license requirement for all items subject to the
EAR to be reviewed under a policy of “presumption of denial.” The Listed Entities were also
given a “footnote 4 designation,” which means that “items subject to the EAR,” for the purpose
of the license requirements, include certain foreign-produced items that are the direct product
of U.S. origin technology or software.
The BIS Listing prohibits the Listed Entities from purchasing, acquiring, or otherwise
accessing any items subject to the EAR without a license from BIS. Specifically, absent a
license from BIS, it is prohibited to export, reexport, or transfer any items subject to the EAR
when any Listed Entity is a party to the transaction, including as purchaser, intermediate
consignee, ultimate consignee, or end-user. That is, even if the Listed Entity is not the intended
end user of the item(s) involved, the restrictions would still apply to the extent the Listed Entity
is the purchaser or otherwise involved in a given transaction. The Entity List restrictions
applicable to the Listed Entities apply to items subject to the EAR only where such items would
be imported, procured, or obtained by the Listed Entities after the BIS Listing. For example,
if the Listed Entities obtained an item subject to the EAR prior to October 17, 2023, the Listed
Entities may continue accessing and using such item after the BIS Listing. However, the Listed
Entities would be prohibited from obtaining additional quantities of, or updated versions of,
such item as of October 17, 2023.
As concluded by JBK, our legal adviser as to compliance with U.S. sanctions and export
control laws, once the suspension of the Affiliates Rule is lifted, the Entity List restrictions can
also potentially apply to Non-Listed Entities in our Group, even if they are legally distinct from
the Listed Entities. That is, if a Non-Listed Entity in our group is owned 50% or more, directly
or indirectly, individually or in aggregate, by one or more entities on (1) the BIS Entity List;
(2) the BIS MEU List, or (3) certain persons designated on OFAC’s SDN List, the export
restrictions that apply to the listed parent company would also apply to the Non-Listed Entity.
If multiple listed entities – whether within the Group or external to it – own a Non-Listed
Entity, that Non-Listed Entity would be subject to the most restrictive export restrictions
applicable to any of its Listed owners. For further information, see “Regulatory Overview –
U.S. Export Control Laws and Regulations.”
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Items Affected by the BIS Listing
In light of the BIS Listing and to better assess the impact of the BIS Listing on our
business operations, (i) we required our suppliers to report whether the items to be procured
by our Group are subject to the EAR (including whether such items incorporated or used U.S.
items, software, or technology), and (ii) we also conducted our own review based on our
self-awareness of the country of origin from which items were sourced, or the country in which
the source entity was organized. We believe we have sufficient knowledge of the origin and
export control status of the items before procurement, and the suppliers also have visibility into
and awareness of the country of origin of the items supplied. In addition, if we cannot confirm
whether items are subject to the EAR i.e., if the suppliers or vendors were not clear whether
the items supplied to our Group were subject to the EAR, the Listed Entities would not be
permitted to procure or obtain access to such items. We have also made changes to our policies
to apply these procurement rules to Covered Non-Listed Entities and will keep these policy
changes in place despite the announced suspension of the Affiliates Rule. JBK is of the view
that the aforementioned approach is reasonable and appropriate to determine whether the items
procured by our Group are subject to the EAR.
Based on such due diligence efforts, we identified the following items procured by the
Listed Entities that it believes may be subject to the EAR: (i) items that are not material to the
business operations of the Listed Entities (“ Immaterial Affected Items ”), which include
general office, security, and operations software (e.g., Microsoft Office, Adobe, VPN services,
anti-virus software, etc.) (“ Office Software ”), and (ii) items that are material to the business
operations of the Listed Entities (“ Material Affected Items ”, and together with the Immaterial
Affected Items, the “ Affected Items ”), which include (a) certain ancillary intellectual
properties (“ IPs”)
1, (b) electronic design automation tools (“ EDA Tools ”); (c) devices for
product simulation (“ Emulators ”); (d) certain design services (“ Design Services ”); (e) chips
manufacturing above certain process levels and packaging (“ Chips Manufacturing and
Packaging ”), (f) other manufacturing materials, including substrates and high bandwidth
memory chips (“ Other Manufacturing Materials ”); and (g) certain servers (“ Servers ”). We
believe that the list of Affected Items is complete, and we ceased procurement from previous
suppliers for the Affected Items after the BIS Listing. In 2022 and 2023, our procurement of
items subject to EAR, based on our assessment, amounted to RMB323.8 million and
RMB170.7 million, respectively. We have not purchased items subject to EAR since the BIS
Listing. The Group, which includes both Listed Entities and Non-Listed Entities (the latter
including Covered Non-Listed Entities), began sourcing the Affected Items exclusively from
domestic alternative suppliers or otherwise in compliance with applicable laws and regulations
in October 2023.
1 “IPs” refer to IP cores, e.g. PCIe, MMU, PLL, etc. used in chip design as a functional block to the SoC. It does
not refer to patents or copyright.
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The following table sets forth how the Affected Items were used in our business
operations:
Item Function
How such items
were used in
our business
operations Mitigation measures
IPs Ancillary IPs for certain
functional units or blocks
used in building GPGPU
chips
Chip design Engaged four
alternative domestic
suppliers and
developed in-house
EDA Tools Assisting in the definition,
planning, design,
implementation,
verification, sign-off check
and subsequent
manufacturing of
semiconductor devices
Tools for chip
design
Engaged five
alternative domestic
suppliers
Emulators Using hardware emulator to
simulate the functionality
of register-transfer level
design and to analyze the
performance of chip design
under different workloads
and scenarios
Tools for chip
design and
verification
Engaged two
alternative domestic
suppliers
Design Services Primarily include certain
backend and physical
design. Such tasks can be
performed in-house or
outsourced
Support chip
design
Engaged six
alternative domestic
suppliers and
conduct in-house
based on project
needs
Chips Manufacturing
and Packaging
Manufacturing, testing and
packaging of chips
Chip
manufacturing;
Assembly and
packaging
Engaged five
alternative domestic
suppliers
Other Manufacturing
Materials
Raw materials for IC
manufacturing, and
assembly and packaging,
such as high bandwidth
devices and substrates
Chip
manufacturing;
Assembly and
packaging
Engaged three
alternative domestic
suppliers
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Item Function
How such items
were used in
our business
operations Mitigation measures
Servers Hardware servers to be used
for running EDA tools to
assist chip design,
verification, implementation
and sign-off for tape-out.
Also include servers to be
used to develop all the
software stack for the
GPGPU chips.
Chip design;
R&D
Engaged four
alternative domestic
suppliers
Office Software Improving workplace
efficiency, facilitating
management, or reducing
cost
Day-to-day
operations (not
directly
involved in the
product
development or
R&D process)
Engaged two
alternative domestic
suppliers
As of the Latest Practicable Date, we have identified and entered into agreements with
domestic alternative suppliers for, or developed in-house, the items required for the
development and production of our solutions and previously sourced by the Listed Entities and
Non-Listed Entities that may come under the scope of the Affiliates Rule which are or may be
subject to the EAR, including for the Material Affected Items. Specifically:
 IPs – we currently source ancillary IPs related to certain reusable units or blocks
from domestic alternative suppliers. In addition, in 2022, we began developing
in-house certain other IPs previously sourced from a U.S. company. Such in-house
developed IPs includes Memory-Management Unit (“ MMU”) IP and Phase-Lock
Loop (“ PLL”) IP . Our in-house developed MMU and PLL IPs have undergone
in-depth customized development for specific application scenarios, and offer
greater flexibility and scalability, enabling us to quickly adapt to changing project
requirements and shorten product time-to-market. The cost impact of switching to
self-developed IPs was minimal, as the cost of developing certain IPs in-house is
similar to the cost of sourcing similar IPs from third parties. In the long-run, we do
not need to pay recurring licensing and royalty fees as related to use of third-party
IPs.
o Background of domestic alternative suppliers. The domestic alternative
suppliers are industrial software and design solution providers in China with
registered capital ranging from over RMB5 million to over RMB1 billion, and
approximately 100 to 600 employees.
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o Major contract terms: (i) Licensed Technology/Service scope: the suppliers
provide license of use rights of the IPs for a fixed term; (ii) Pricing and
payment: we make upfront partial payment of the agreed price for the IP and
remaining payments after we receive the deliverables, as applicable; (iii)
Software maintenance and upgrade: during the license period, the supplier is
responsible for technical support, maintenance and upgrade; (iv) Copyright:
the suppliers undertake that the IPs are self-developed by the suppliers and
they own copyrights to the IPs; and (v) Terms and termination: The contracts
typically set a fixed term. The contracts may be unilaterally terminated by
either party under certain conditions, such as breach of contract.
 EDA Tools – we currently source EDA Tools from domestic alternative suppliers.
o Background of alternative suppliers. The domestic alternative suppliers are
EDA and service providers in China with registered capital ranging from over
RMB10 million to over RMB500 million, and over 100 to over 300 employees.
o Major contract terms: (i) Service scope: the supplier provides license of use
rights of the EDA Tools for a fixed term; (ii) Pricing and payment: payment for
the EDA Tools shall either be settled within 30 days after our receipt of
invoice, or we shall make upfront payment of the agreed price for the EDA
Tools that covers the entire license period; (iii) Software maintenance and
upgrade: during the license period, the supplier is responsible for technical
support, maintenance and upgrade; (iv) Copyright: the suppliers undertake that
the EDA Tools are self-developed by the supplier and it owns copyrights to the
EDA Tools; and (v) Terms and termination: The terms of the contract typically
range from one to three years. The contracts may be unilaterally terminated by
either party under certain conditions, such as breach of contract.
 Emulators – we currently source emulators from a domestic alternative supplier.
o Background of alternative suppliers. The domestic alternative supplier is a
technology company based in China that has a registered capital of over RMB1
billion and approximately 600 employees.
o Major contract terms: (i) Procurement Scope: we purchase certain emulators
from the supplier, specifying the items, quantities, specifications, among
others; (ii) Pricing and payment: pricing is calculated based on the price as
agreed by both parties, and payment shall be settled within 30 days after our
receipt of invoice; (iii) Quality control: the products offered by the suppliers
shall comply with applicable national and industry standards, and shall meet
our requirements as prescribed in the agreements; (iv) Warranty: the supplier
is responsible for product repair and exchange during the warranty period.
Warranty period for each type of product is prescribed in procurement
agreement/order; (v) Export control: the suppliers undertake to comply with
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applicable export control laws and regulations; and (vi) Terms and termination:
The contracts will remain effective after duly execution unless otherwise
terminated by either party under certain conditions, such as breach of contract.
 Design Services – we currently source relevant Design Services from domestic
alternative suppliers. In addition, we may also conduct relevant work in-house,
based on the project needs.
o Background of domestic alternative suppliers. The domestic alternative
suppliers are chip design service providers based in China, with the business
scope covering chip specification definition, logic design, and physical design.
Such suppliers have a registered capital ranging from over RMB10 million to
approximately RMB500 million, and from over 200 to over 500 employees.
o Major contract terms: (i) Service scope: the suppliers generally provide
design, verification, synthesis, physical design and related support in the IC
design flow based on our requirements; (ii) Pricing and payment: pricing is
calculated based on allocated human resources as agreed by both parties in the
contracts, and payment is settled in accordance with service phases or monthly;
(iii) Quality control: for design services, the suppliers shall use their
reasonable efforts to ensure service quality and deliver deliverables on time;
and (iv) Terms and termination: The terms of the contracts are typically one
year. The contracts may be unilaterally terminated by us upon prior notice to
the suppliers.
 Chips Manufacturing and Packaging – we currently source Chips Manufacturing
and Packaging services from domestic alternative suppliers.
o Background of domestic alternative suppliers. The domestic alternative
suppliers for IC manufacturing, packaging and testing are foundry and/or
providers of chip packaging and independent chip testing services in China.
Such suppliers have a registered capital ranging from over RMB100 million to
over RMB5 billion, with over 500 to over 20,000 employees.
o Major contract terms: (i) Service scope: the suppliers manufacture chips for us
based on our chip design files, provide chip testing based on the testing
standards provided by us, and provide packaging services based on the
requirement of us; (ii) Pricing and payment: pricing is calculated based on the
unit price as agreed by both parties in the contracts, and payment is settled in
accordance with effective orders or monthly; (iii) Quality control: the suppliers
shall satisfy the technical parameter and specifications for packaging services,
the suppliers and shall use their reasonable efforts to ensure service quality.
The suppliers shall compensate us for failure to meet the yield rate as
prescribed in the contracts; (iv) Export control: both parties generally
undertake to comply with applicable export control laws and regulations; and
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(v) Terms and termination: The terms of the contracts are typically three years.
The contracts may be unilaterally terminated by either party under certain
conditions, such as breach of contract.
 Other Manufacturing Materials – we currently source Other Manufacturing
Materials from domestic alternative suppliers.
o Background of domestic alternative suppliers. The domestic alternative
suppliers for Other Manufacturing Materials are semiconductor memory
companies in China and manufacturers in China for IC substrates, high-
bandwidth memory, and other printed circuit board materials and components.
Such suppliers have a registered capital ranging from approximately RMB1
billion to over RMB2 billion, with over 3,000 to over 5,000 employees.
o Major contract terms: (i) Procurement orders: during the term of the contract,
we may place procurement orders specifying the items, quantities,
specifications, among others; (ii) Pricing and payment: for each order, pricing
is calculated based on the unit price as agreed by both parties, and payment
shall be settled within 30 days after our receipt of invoice or we make upfront
partial payment of the agreed price in the orders; (iii) Quality control: the
products offered by the suppliers shall comply with applicable national and
industry standards, and shall meet requirements as prescribed in the
agreements; (iv) Warranty: the suppliers are responsible for product repair and
exchange during the warranty period. Warranty period for each type of product
is prescribed in procurement orders; (v) Export control: both parties and/or the
suppliers undertake to comply with applicable export control laws and
regulations; and (vi) Terms and termination: The terms of the contracts are
typically one to five years. The contracts may be unilaterally terminated by us
upon 30 days’ prior notice to the suppliers.
 Servers – we currently source Servers from domestic alternative suppliers.
o Background of domestic alternative suppliers. The domestic alternative
suppliers for Servers are companies in China that primarily engage in the
development and/or sales of information and communication technology
products manufactured by leading ICT companies.
o Major contract terms: (i) Purchase Agreement/Procurement orders: we enter
into purchase agreement with supplier to purchase certain servers. We may also
enter into framework agreements with suppliers and during the term of such
framework agreement, we place procurement orders specifying the items,
quantities, specifications, among others; (ii) Pricing and payment: for each
purchase agreement and subject to its provisions, we make upfront partial
payment of the agreed price for the servers and remaining payments after we
receive the deliverables, as applicable. For each order, pricing is calculated
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based on the unit price as agreed by both parties, and payment shall be settled
within 30 days after our receipt of invoice; (iii) Quality control: the products
offered by the suppliers shall comply with applicable national and industry
standards, and shall meet our requirements as prescribed in the agreements;
(iv) Warranty: the suppliers are responsible for product repair and exchange
during the warranty period. Warranty period for each type of product is
prescribed in procurement orders; (v) Export control: the suppliers undertake
to comply with applicable export control laws and regulations; and (vi) Terms
and termination: The terms of the framework agreements are typically two
years. The framework agreements may be unilaterally terminated by us upon
30 days’ prior notice to the suppliers.
Further, we have received certified statements from each of the above-mentioned
domestic alternative suppliers, confirming that their supply of items is not subject to EAR and
is not affected by the BIS Listing. We currently only source items from non-U.S. origin, and
we do not and will not procure any items unless the Company has first obtained a certification
from the relevant supplier confirming that such items are not subject to the EAR. Going
forward, our certified statements from domestic alternative suppliers will include an
affirmation that their supply of items is not affected by the Affiliates Rule. As of the Latest
Practicable Date, there has been no material adverse change in our relationship with the
above-mentioned domestic alternative suppliers. We note that the technology and operating
capability of the relevant domestic alternative suppliers of chips manufacturing and packaging
services are considered to be behind that of the previous suppliers before the BIS Listing,
according to CIC. As a result, the cost of chip manufacturing by domestic alternative suppliers
is estimated to be approximately 10% higher as compared to previous suppliers. However,
based on our internal assessments, the manufacturing technology capability of the domestic
alternative suppliers is sufficient to meet our production requirements. For other Affected
Items, we believe that the domestic alternative suppliers can offer items of comparable quality
and performance to the items subject to the EAR. For details, see “– Impact of the BIS Listing
on Our Business.” As advised by JBK, based on the information that we have provided to them
and the review they performed, we have complied with applicable sanctions and export control
laws and regulations in all material respects during the Track Record Period and up to the
Latest Practicable Date. Moreover, JBK is of the view that the business operations of the Group
are in compliance with applicable export controls laws and regulations, and such operations
include the business transactions where the Group, as a fabless chip design company, engages
and instructs fabrication facilities to manufacture its GPGPU chips. Having reviewed the
analysis, and as advised by the Company’s counsel, the Company concurs with the conclusions
reached by JBK. Based on the due diligence conducted by the Joint Sponsors, nothing has come
to the attention of the Joint Sponsors that would cause them to disagree with the view above.
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Internal Control Measures
In December 2023, following the BIS Listing, we revised our trade controls compliance
program, and associated policies, to address and mitigate the risks related to U.S. export
controls. In October 2025, we further revised our policies to address and mitigate the risks
relating to the application of the Affiliates Rule and will maintain these changes despite the
Rule’s suspension. These policies were developed or revised with the help of external counsel
in both China and the United States. In particular:
(i) Management Awareness and Commitment: Our management team has expressed its
full support for our trade controls commitments, as evidenced by its involvement in
the development of, and approval of, our extensive trade controls policy and
procedures. They have also dedicated the resources needed to establish an export
controls compliance committee. The export controls compliance committee consists
of one Director and heads of departments from legal, procurement, sales and project
management office, among whom the Director is the chairman. The export controls
compliance committee is involved in high-level strategic decisions of our Group.
(ii) Risk Assessment: We have adopted a number of internal controls designed to
address the trade controls risks presented, including by implementing measures to
identify and classify items procured from suppliers that may be subject to U.S. trade
controls. We use standard language in our contractual agreements with third parties
to address those parties’ compliance with trade controls as related to the items or
services covered by the agreements. We have further screened each our existing
business partners (including but not limited customers and suppliers) against
sanctioned and restricted parties lists maintained by the United States and confirmed
that none of our existing business partners are listed on such lists. To the extent
applicable, it is our policy that for any items which are subject to the EAR or for
which we cannot confirm that such items are subject to the EAR, we would
implement appropriate measures to prevent the risk that such items would be
procured by or provided to the Listed Entities or Covered Non-Listed Entities.
(iii) Export Authorization: We have adopted measures to monitor, and will annually
review, all procured and exported items, to determine whether they are subject to the
EAR and, if so, the relevant classification and licensing requirements. In particular,
in accordance with our export control and sanctions compliance management system
and other written trade controls compliance programs, we require all of our suppliers
across various business units and through different procurement channels to provide
and attest to information on whether items supplied to us are subject to the EAR.
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(iv) Record Retention: Pursuant to our export control and sanctions compliance
management system and other written trade controls compliance programs, we have
adopted a strict policy regarding the requirements for recordkeeping, archiving, and
other related tasks in relation to trade controls compliance. In particular, we require
that all records as related to export controls and sanctions compliance be maintained
for a minimum of five years.
(v) Training: Pursuant to our export control and sanctions compliance management
system, our legal department must provide export controls and sanctions compliance
training to all relevant employees, including senior management, at least once a
year, and provide more targeted training to personnel in key positions.
(vi) Audits: Pursuant to our export control and sanctions compliance management
system and the compliance audit process and guidelines, the legal department will
conduct audits of our trade controls compliance programs at least once a year.
(vii) Export Violations and Corrective Actions: Pursuant to our export control and
sanctions compliance management system, our legal department is responsible for
conducting audits and assessments regarding the effectiveness of the export controls
and sanctions compliance system, analyzing the results, identifying the root causes
of compliance risks or violations, strengthening the process controls, and making
continuous improvements and upgrades. The business unit heads are responsible for
cooperating with the audit and assessment activities of the legal department
regarding the effective of the export controls and sanctions compliance system, and
“implement[ing] corrective actions based on the audit and assessment results.”
(viii) Export Control Compliance Manual: As described above, we have adopted a set of
written policies and procedures addressing compliance with export controls and
sanctions, including a global system policy and additional policies tailored to the
different departments and business segments within our Group.
As advised by JBK, our legal opinion counsel as to U.S. export control laws, based on the
information that we have provided to them, the BIS Listing should not have a material and
adverse impact on the business operations or R&D process of our Group considering that (i)
as discussed above, we had identified alternative domestic suppliers of all the Affected Items
previously sourced by the Listed and Non-listed Entities that may have been subject to U.S.
export controls; (ii) as illustrated above, we do not believe that the shift to domestic suppliers
had a material impact on us, and using items supplied by the domestic alternative suppliers
does not materially affect the performance of our products; (iii) the development of
BIRENSUPA software does not require items that are subject to EAR; (iv) the development of
our future products is not expected to involve the use of Affected Items that are subject to the
EAR, and the sales of our future products should not be affected by the BIS Listing; (v) as of
the Latest Practicable Date, none of our investors have withdrawn their investment due to the
Entity List designation of the Listed Entities, nor notified us in writing of their intention to do
so; (vi) as of the Latest Practicable Date, none of our customers have cancelled or suspended
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any agreement or order with us due to the Entity List designation, and we have been able to
meet all customer demand since the BIS Listing; and (vii) as of the Latest Practicable Date, we
are not aware of any litigation or arbitration proceedings or other legal actions arising from or
in connection with the Entity List designation of the Listed Entities.
In addition, JBK is of the view that these trade controls compliance measures, which we
have properly implemented and operate in accordance with, provide a reasonable and
appropriate internal control framework for us to identify and mitigate any material risk relating
to the Listed Entities’ addition to the BIS Entity List and the application of the Affiliates Rule
to the Covered Non-Listed Entities. As advised by JBK, based on the information that we have
provided to them, these trade controls compliance measures demonstrate compliance with
applicable sanctions and export control laws and regulations in all material respects during the
Track Record Period and up to the Latest Practicable Date. Further, JBK is of the view that,
based on the trade controls compliance measures adopted by us, as described to JBK, our trade
controls compliance program addresses each of the elements outlined in BIS’s “Export
Compliance Guidelines: The Elements of an Effective Export Compliance Program,” which is
a guidance document BIS has issued to inform the regulated industry how a company should
approach tailoring its export compliance program based on its operations and risk profile. In
particular, the guidance document states that companies should conduct at least once annually
a comprehensive assessment of their export compliance programs and their implementation.
According to BIS, “these larger annual audits should include both a review of the
organization’s export procedures as well as reviewing selected export transactions and how
each business unit handled these in relation to the current compliance procedures.” BIS’s
characterization of these reviews as “larger annual audits” indicates its recognition that such
comprehensive assessments impose a significant regulatory burden and that performing them
more frequently would not be practical or feasible for most companies. Moreover, we closely
monitor applicable export control laws and regulations and will make necessary updates in our
export compliance program accordingly to ensure compliance. As such, based on JBK’s
experience of market practice implementing these elements, an annual review of EAR’s
applicability on all procured and exported items of the Company is a timely, adequate, and
sufficient internal control measure. In addition, JBK is of the view that, our trade controls
compliance measures, as described to JBK, are adequately tailored to, and to the extent
enforced will be effective to, address and mitigate the risk of violating U.S. export controls.
Our establishment and implementation of this robust trade controls compliance program may
also be beneficial to any future application by the Company to BIS for removal of the Listed
Entities from the Entity List.
Impact of the BIS Listing on Our Business
Since the BIS Listing and up to the Latest Practicable Date, no customers have canceled
or decreased their orders for BR106, BR166 or BR110 products, and the sales of relevant
products should not be affected by the BIS Listing.
With respect to the development of our in-house developed software, BIRENSUPA, we
are able to rely on only domestic-produced servers for code testing and verification, and the
development of BIRENSUPA software does not require items that are subject to EAR.
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With respect to the development of future generation GPGPU products, as we have
engaged with domestic alternative suppliers for the Affected Items, the development of our
future products is not expected to involve the use of Affected Items that are subject to the EAR,
and the sales of our future products should not be affected by the BIS Listing.
Our hardware system integration and testing process is conducted in-house and does not
require items that are subject to EAR. Product sales and technical support processes are also
conducted in-house and do not require items that are subject to EAR.
Further, the use of items supplied by domestic alternative suppliers should not materially
and adversely affect the performance of our solutions, commercialization of the product lines,
or our R&D process.
In particular, we note that the technology and operating capability of the relevant
domestic alternative suppliers of chips manufacturing and packaging services are considered to
be behind that of the previous suppliers before the BIS Listing, according to CIC. As a result,
the cost of chip manufacturing by domestic alternative suppliers is estimated to be
approximately 10% higher as compared to previous suppliers, but we do not expect the overall
costs associated with using the domestic alternative suppliers to have a material and adverse
impact on our operations. Further, to improve the performance of chips fabricated by domestic
alternative suppliers, we have adopted certain in-house developed measures, including the
implementation of a more efficient self-developed compute core architecture, the adoption of
chiplet design approach, and the refinement of harvesting strategies, among others. A more
efficient compute core architecture, for example, can adopt less level-of-logic to achieve higher
frequency. The new harvesting strategy can enable better output from a wafer. We believe that
these measures enable us to develop solutions that can meet customers’ requirements and
compliance standards. For other Material Affected Items, we believe that the domestic
alternative suppliers can offer items of comparable quality and performance to the items
subject to the EAR. During the Track Record Period, we conducted certain R&D activities in
the United States in compliance with applicable laws and regulations, which was later
terminated after the BIS listing. Before the closure, we had approximately 30 personnel located
in the United Sates. As of the Latest Practicable Date, we did not have any operations in the
United States, and we have replaced with engineers in China performing the same roles and
functions as those previously performed by personnel in the United Sates.
Based on the foregoing, our Directors are of the view that domestic alternative suppliers
of the Affected Items can offer items of comparable quality and performance to the items
subject to the EAR under the current industry and compliance standards. Moreover, the
Non-Listed Entities’ reliance on domestic alternative suppliers and not on items subject to the
EAR means that the Affiliates Rule would not impact the operations of the Covered Non-Listed
Entities or the Group as a whole even after the suspension of the Rule has terminated.
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Impact of the BIS Listing on Our Financial Status
We incurred some costs associated with the shift to the domestic alternative suppliers for
the Material Affected Items, which mainly represent the time and resources invested, or to be
invested, to identify and evaluate domestic alternative suppliers, and minor costs associated
with introducing and adopting the items provided by the domestic alternative suppliers. As a
result of the BIS Listing, we recorded special losses amounting to RMB108.7 million on
certain assets including inventories, intangible assets and property, plant and equipment
purchased or prepayments made prior to the BIS Listing during the year ended December 31,
2023. For details, see “Financial Information – Description of Key Consolidated Statements of
Comprehensive Loss Items — Special Losses on Certain Assets.” However, we believe we
have adopted appropriate solutions to mitigate the gap. In the long term, we believe we benefit
from transitioning to in-house development and domestic alternatives in terms of cost savings,
enhanced collaboration and management of supply chain, and better local support and
assistance from domestic suppliers. As of the Latest Practicable Date, we have established a
resilient supply chain primarily consisting of high-quality domestic suppliers.
As of the Latest Practicable Date, none of our investors or existing customers have
withdrawn their investment or ceased doing business with us due to the BIS Listing or notified
us in writing or otherwise of their intention to do so. After the BIS Listing, in 2024, we
recorded a revenue of RMB336.8 million, representing a 443.2% increase from RMB62.0
million in 2023. In addition, we are not aware of any potential customer that chose not to do
business with us due to the BIS Listing. We are also not aware of any litigation or arbitration
proceedings or other legal actions arising from or in connection with the BIS Listing.
Therefore, the BIS Listing has not had, and is not expected to have, a material and adverse
impact on the development and commercialization of our solutions. The Affiliates Rule is also
not expected to have a material and adverse impact on the Group’s operations once the
suspension has terminated, as Covered Non-Listed Entities already do not procure or have any
plans to procure U.S.-origin items or other items subject to the EAR from their suppliers. As
advised by JBK, the BIS Listing and the future application of the Affiliates Rule, in their
current form, do not prohibit the Group from conducting its current business, operation or R&D
activities.
Based on the due diligence performed by the Joint Sponsors, and taking into consideration
the Company’s and JBK’s views mentioned above, nothing has come to the attention of the
Joint Sponsors that would cause them to cast any doubt on the views of the Company, or on
the views of JBK, including the impact of the BIS Listing and the Affiliates Rule on the Group.
Impact of the OIR Rule on Our Business
Despite the limits on investments in the Company due to its covered activities that fall
within the scope of prohibited transactions, as advised by JBK, we do not expect these limits
to have any material and adverse impact on the Company’s business operations, financial
performance, global offering or investment prospects due to certain exceptions in the OIR
Rule.
BUSINESS
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--- page 311 ---
In particular, as advised by JBK, certain transactions are exempt from the OIR
prohibitions and notification requirements, including, certain investments: (a) in any publicly
traded security that trades on a securities exchange or through the method of trading that is
commonly referred to as “over-the-counter” in any jurisdiction; (b) in an investment company
that is registered with the U.S. Securities and Exchange Commission, such as index funds,
mutual funds, or exchange traded funds, or business development company; (c) made as a
limited partner or equivalent in a venture capital fund, private equity fund, fund of funds, or
other pooled investment fund where (1) the limited partner or equivalent’s committed capital
is not more than $2,000,000, or (2) the limited partner or equivalent has secured a binding
contractual assurance that its capital in the fund will not be used to engage in a transaction that
would be a prohibited transaction or notifiable transaction, as applicable, if engaged in by a
U.S. person; or (d) in a derivative, so long as such derivative does not confer the right to
acquire equity, any rights associated with equity, or any assets in or of the Covered Foreign
Person. The aforementioned exceptions do not apply if the investment affords the U.S. person
rights beyond standard minority shareholder protections with respect to the Covered Foreign
Person. Furthermore, the exception with respect to investments in publicly traded securities
does not apply if the U.S. person acquires the shares before the shares are listed. For example,
the Treasury Department has stated that it considers the acquisition of an equity interest in a
Covered Foreign Person that is not yet publicly traded for the purpose of facilitating an IPO,
such as a purchase with the intent to create a market or to resell the security on a secondary
market (e.g., as part of an underwriting arrangement), to be a covered transaction. For this
reason, Treasury may consider the acquisition of equity as part of a share subscription to be a
prohibited transaction. After the shares are publicly traded, U.S. persons are not prohibited
from acquiring the publicly traded shares, as long as the U.S. person does not obtain rights
beyond standard minority shareholder protections with respect to the Company.
However, we understand U.S. persons would be prohibited from participating in the
purchase of shares in the Offering if such shares are not already publicly available and
purchased from a security exchange. The Offer Shares may be offered and sold only outside
the United States in an offshore transaction in accordance with Regulation S under the U.S.
Securities Act. For details, see “Structure of the Global Offerings.”
Persons associated with the Company’s initial public offering, including the sponsors,
underwriters, and legal advisers, should not be affected by the OIR Rule unless they themselves
are U.S. persons engaging in Covered Transactions (e.g., by acquiring non-publicly traded
equity of the Company), or “knowingly directing” non-U.S. persons to engage in covered
transactions. A U.S. person “knowingly directs” a transaction when the U.S. person has
authority, individually or as part of a group, to make or substantially participate in decisions
on behalf of a non-U.S. person, and exercises that authority to direct, order, decide upon, or
approve a transaction. As stated in the OIR Rule, “[s]uch authority exists when a U.S. person
is an officer, director, or otherwise possesses executive responsibilities at a non-U.S. person.”
However, the OIR Rule do not prohibit facilitation of a covered transaction by a U.S. person
where the U.S. person does not otherwise have the authority to approve or order a party’s
participation in the covered transaction.
BUSINESS
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For example, U.S. person sponsors or underwriters would not be permitted to purchase or
acquire Company equity prior to the Company’s listing on a public exchange. Such U.S.
persons would also not be permitted to approve or order non-U.S. persons to purchase or
acquire Company equity prior to the Company’s listing on a public exchange. However, U.S.
person sponsors, underwriters, or legal advisers would not be prohibited from generally
facilitating the Company’s offering or otherwise advising on such offering, so long as they are
not purchasing such equity, or ordering the purchase of such equity by others, prior to the
Company’s listing.
LEGAL PROCEEDINGS
During the Track Record Period and up to the Latest Practicable Date, we had not been
a party to, nor had we been aware of any pending or threatened legal, arbitration or
administrative proceedings against us that we believe would have a material adverse effect on
our business, results of operations, financial condition or reputation.
LICENSES, PERMITS AND APPROV ALS
During the Track Record Period and up to the Latest Practicable Date, we had obtained
all material licenses and permits required for our operations, such as business licenses. The
following table sets forth details of our material licenses and permits.
No. Entity Category Issuing Authority Issue date Valid period
1. Shanghai Biren Technology
Co., Ltd.
Business license Shanghai Administration
for Market Regulation
August 14,
2025
/
2. Beijing Biren Technology
Development Co., Ltd.
Business license Beijing Chaoyang District
Administration for
Market Regulation
November 19,
2025
/
3. Zhuhai Biren Integrated
Circuit Co., Ltd.
Business license Guangdong-Macao
In-Depth Cooperation
Zone in Hengqin
Commercial Service
Bureau
May 10, 2024 /
4. Shanghai Aoyan
Technology Co., Ltd.
Business License Minhang District
Administration for
Market Regulation
December 8,
2023
/
5. Guangzhou Biren
Semiconductor
Technology Co., Ltd.
Business license Huangpu District
Administration for
Market Regulation
November 5,
2025
/
6. Shanghai Biren Information
Technology Co., Ltd.
Business license Xuhui District
Administration for
Market Regulation
July 26, 2024 /
BUSINESS
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No. Entity Category Issuing Authority Issue date Valid period
7. Hangzhou Biren
Technology Development
Co., Ltd.
Business license Hangzhou Hi-Tech Zone
(Binjiang)
Administration for
Market Regulation
February 24,
2025
/
8. Shanghai Xinzhili
Enterprise Development
Co., Ltd.
Business license Market Supervision and
Administration Bureau of
Lingang New Area of
China (Shanghai) Pilot
Free Trade Zone
May 13, 2024 /
9. Guangzhou Biren
Intelligent Technology
Co., Ltd.
Business license Guangzhou Huangpu
District Administration
for Market Regulation
October 27,
2025
/
10. Shanghai Biren
Semiconductor
Technology Co., Ltd.
Business license Minhang District
Administration for
Market Regulation
November 13,
2023
/
11. Shanghai Biren Technology
Co., Ltd.
Administrative License
Decision
State Administration of
Foreign Exchange
Shanghai Branch
July 2, 2021 /
12. Shanghai Biren Technology
Co., Ltd.
Customs Receipt for Filing
of Consignee/Consignor
of Import and Export of
Goods
Longwu Customs October 9,
2023
December 31,
2099
13. Shanghai Biren Technology
Co., Ltd.
Filing Registration Form
for Foreign Trade
Operators
/ June 30, 2021 /
14. Zhuhai Biren Integrated
Circuit Co., Ltd.
Administrative License
Decision
State Administration of
Foreign Exchange
Zhuhai Central Branch
July 30, 2021 /
15. Zhuhai Biren Integrated
Circuit Co., Ltd.
Customs Receipt for Filing
of Consignee/Consignor
of Import and Export of
Goods
Xiangzhou Customs July 23, 2021 /
16. Zhuhai Biren Integrated
Circuit Co., Ltd.
Filing Registration Form
for Foreign Trade
Operators
/ July 28, 2021 /
Our Directors confirmed that during the Track Record Period and up to the Latest
Practicable Date, no material unexpected or adverse changes had occurred since the grant date
of the relevant regulatory approval for our Specialist Technology Product.
BUSINESS
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As advised by CIC, there are currently no mandatory industry-specific standards,
definitions, classifications or regulatory approvals applicable to our Specialist Technology
Products. We will, however, continue to monitor relevant laws and obtain any required
regulatory approvals for our Specialist Technology Products should they become necessary and
required under applicable law.
RISK MANAGEMENT AND INTERNAL CONTROL
We have established and currently maintain risk management and internal control systems
consisting of policies and procedures that we consider to be appropriate for our business
operations. We are dedicated to continually improving these systems. We have adopted and
implemented comprehensive risk management policies in various aspects of our business
operations such as legal compliance and intellectual property rights, information technology,
human resource, financial reporting, and internal control. Our Board of Directors is responsible
for the establishment and updating of our internal control systems, while our senior
management monitors the daily implementation of the internal control procedures and
measures with respect to each subsidiary and functional departments.
Legal and Compliance Risk Management
In order to effectively manage our compliance and legal risk exposures, we have adopted
strict internal procedures to ensure the compliance of our business operations with the
applicable rules and regulations. In accordance with these procedures, our in-house legal
department performs the basic function of reviewing and updating the form of contracts we
enter with our customers, suppliers and other business partners. Our in-house legal department
is also responsible for obtaining any requisite governmental pre-approvals or consents,
including preparing and submitting all necessary documents for filing with relevant
government authorities, within the prescribed regulatory timelines.
We continuously improve our internal policies according to changes in laws, regulations
and industry standards, and update internal templates for legal documents. We undertake
compliance management over various aspects of our operations and employee activities. We
have also established an accountability system in respect of employees’ violations of laws,
regulations and internal policies. We have an employee code of conducts in place, which
contains internal rules and guidelines regarding basic working rules, work ethics,
confidentiality, negligence, anti-bribery and anti-corruption. We provide our employees with
regular training and resources to explain the guidelines contained in the employee code of
conducts.
BUSINESS
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Internal Control Risk Management
We have designed and adopted strict internal procedures to ensure the compliance of our
business operations with the relevant rules and regulations. We maintain internal procedures to
ensure that we have obtained all material requisite licenses, permits and approvals for our
business operation, and conduct regular reviews to monitor the status and effectiveness of those
licenses and approvals. We obtain requisite governmental approvals or consents, including
preparing and submitting all necessary documents for filing with relevant government
authorities within the prescribed regulatory timelines.
Intellectual Property Rights Risk Management
We implement strict internal rules and procedures to ensure our compliance with
applicable rules and regulations relating to protection of our intellectual property rights and
minimize risk of intellectual property infringement and related commercial and competition
disputes. Specifically, we have in place internal processes to ensure that our in-house legal
teams review, in some cases in consultation with outside legal counsel, our solution, for
compliance with applicable laws and regulations before they are made available to our clients.
As part of the review, we seek to minimize risk of infringement of third-party intellectual
property rights and potential disputes by performing necessary intellectual property rights
searches and analysis. We periodically monitor published trademarks and patents to identify
potential risks of infringement. Our legal teams also ensures that all necessary applications or
filings for trademark, copyright and patent registrations are timely made to the competent
authorities and seeking to upgrade our solution feature to minimize the risks of potential
intellectual property infringement arising from clients’ acts.
Our in-house legal department is responsible for reviewing and updating the terms in the
form of contracts we enter into with our customers, business partners and suppliers, including
those relating to the protection of intellectual property rights. They also constantly monitor
updates and changes in laws and regulations in the PRC or other jurisdictions relating to
intellectual property to ensure our ongoing compliance with these laws and regulations.
Data Privacy and Information Security Risk Management
We pay close attention to risk management relating to our information technology, as
protection of customers’ data and other confidential information is critical to us. We have
implemented relevant internal procedures and controls to ensure that our data is protected, and
that leakage and loss of such data are avoided.
We have developed a set of internal protocols and policies on data security, which set
forth detailed, stringent requirements in relation to the use, disclosure and protection of
confidential information. We have established a Data and Information Security Committee,
which is responsible for formulating data and information security strategies, and decision-
making in material data and information incidents. We also engage external legal counsel to
review and update our internal policies and ensure continuous compliance with all applicable
laws and regulations.
BUSINESS
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We have established an all-round information system which applies multiple layers of
safeguards, including both internal and external firewalls, to identity and protect us against
security attacks. We also implement a robust internal authentication and authorization system
to ensure that our confidential and important data can only be accessed for authorized use and
by authorized personnel.
During the Track Record Period and up to the Latest Practicable Date, we did not
experience any material information leakage or loss of our data. See “– Data Privacy and
Information Security Risk Management” in this section for more information about our
information security procedures and policies.
Human Resource Risk Management
We have established internal control and risk management policies covering various
aspects of human resource management such as recruitment, training, work ethics and legal
compliance. We maintain high standards in recruitment with strict procedures to ensure the
quality of new hires and provide specialized training tailored to the needs of our employees in
different departments. We require our employees to conform to high ethical standards. We have
in place an employee handbook and a code of conduct which is distributed to all our
employees. The handbook contains internal rules and guidelines regarding work ethics, fraud
prevention mechanisms, negligence, anti-bribery, and anti-corruption. Our code of conduct
explicitly requires that all employees comply with any applicable anti-corruption laws,
regulations and policies, and they are prohibited from making illegal or improper payments to
any government official, either on their own or via third parties. Additionally, our employees
and their family members are not allowed to solicit or accept gifts, travel, hospitality or
anything of value to the extent such favors or advantages may influence their professional
judgments. Under our firm-wide whistle-blowing policy, we make our internal reporting
channel open and available for our employees to report on an anonymous basis, any
non-compliance incidents and acts, including bribery and corruption. Reported incidents and
persons will be investigated and appropriate measures will be taken in response to the findings.
Furthermore, we conduct periodic performance reviews for our employees, and their
remuneration is performance-based. We monitor the implementation of internal risk
management policies on a regular basis to identify, manage and mitigate internal risks in
relation to the potential non-compliance with our code of conduct, work ethics, and violations
of our internal policies or illegal acts at all levels of our Group.
Financial Reporting Risk Management
We have adopted comprehensive accounting policies in connection with our financial
reporting risk management, such as financial management, budget management and financial
statement preparation. We also have procedures in place to carry out such accounting policies,
and our finance department reviews our management accounts in accordance with such
procedures. In addition, we provide ongoing training to our financial department staff to ensure
that these policies are well-observed and effectively implemented.
BUSINESS
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--- page 317 ---
BOARD OF DIRECTORS
Upon Listing, our Board will comprise nine Directors, including five executive Directors,
one non-executive Director and three independent non-executive Directors. Our Directors
serve a term of three years and may be re-elected for successive reappointments.
The following table sets out information in respect of the Directors upon Listing.
Name Age
Position/
Title
Time of
Appointment
as a Director
Time of
Joining
our Group Role and Responsibility
Mr. Wen ZHANG 54 Chairman of the
Board, executive
Director and
Chief Executive
Officer
October 2019 November
2019
Responsible for overall
management and business
strategies
Mr. Zhou HONG 59 Executive Director
and Chief
Technology
Officer
July 2020 January 2020 Responsible for leading the
development of core
technologies, including
chip architecture
Mr. Linglan ZHANG 52 Executive Director
and Chief
Operating Officer
December
2019
January 2020 Responsible for R&D and
engineering operation
management
Mr. Bing XIAO
(ӽΏ)
58 Executive Director
and General
Manager
May 2020 February 2020 Responsible for overseeing
and managing sales and
marketing
Mr. Luting PAN 50 Executive Director,
secretary of the
Board and
responsible
person of finance
November
2020
July 2020 Responsible for overseeing
finance matters, risk
management and strategic
operations
Mr. Jingguo LIU
(ᄎ຾਷)
46 Non-executive
Director
June 2025 June 2025 Responsible for providing
advice on operation and
development
DIRECTORS AND SENIOR MANAGEMENT
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--- page 318 ---
Name Age
Position/
Title
Time of
Appointment
as a Director
Time of
Joining
our Group Role and Responsibility
Dr. Y uan W ANG
(ˮ๕)
46 Independent
non-executive
Director
June 2025 Listing Date Responsible for providing
independent opinion and
judgement to the Board
Mr. Siu Wing LAM
(Ί࿲)
65 Independent
non-executive
Director
June 2025 Listing Date Responsible for providing
independent opinion and
judgement to the Board
Ms. Jin LIU ( ᄎᆩ) 59 Independent
non-executive
Director
June 2025 Listing Date Responsible for providing
independent opinion and
judgement to the Board
Note: As of the Latest Practicable Date, Mr. Zhifeng ZHOU (ࢤMr. Lin W ANG (؍and Ms. Shuying CHEN
(ߵwere our non-executive Directors, each of whom has already tendered resignation from directorship,
conditional and effective the day before the Listing Date, and the appointment of Dr. Y uan W ANG ( ˮ๕),
Mr. Siu Wing LAM (Ί࿲) and Ms. Jin LIU ( ᄎᆩ) as independent non-executive Directors will become
effective on the Listing Date. Mr. Zhifeng ZHOU (ࢤMr. Lin W ANG (؍and Ms. Shuying CHEN
(ߵare board representatives of our Pre-IPO Investors prior to Listing and have performed non-executive
functions through providing advice on our overall development before Listing. Each of them has tendered
resignation based on internal decision-making of the Pre-IPO Investor which he/she represents. Each of Mr.
Zhifeng ZHOU (ࢤMr. Lin W ANG (؍and Ms. Shuying CHEN (ߵhas confirmed to the Board
that he/she has no disagreement with the Board and there are no other matters in relation to his/his resignation
that need to be brought to the attention of the Shareholders. For details of the biographies of Mr. Zhifeng
ZHOU (ࢤMr. Lin W ANG (؍and Ms. Shuying CHEN (ߵsee “– Resigned Non-executive
Directors” in the section below.
Executive Directors
Mr. Wen ZHANG , aged 54, is the Chairman, an executive Director and the Chief
Executive Officer of the Group. Mr. Zhang founded our Company in September 2019 and has
been the Chairman and the Chief Executive Officer since October 2019 and November 2019,
respectively. He was re-designated as an executive Director of our Company with effect from
the Listing Date.
Mr. Zhang has extensive experience in the integrated circuit, artificial intelligence and
next-generation information technology industries, with demonstrated achievements in
corporate strategy, management and capital markets operation. Prior to founding the Group,
Mr. Zhang worked in SenseTime Group Inc. (ʮ̡) (a company listed on the
Stock Exchange, stock code: 0020) as the president from January 2018 to October 2019. Mr.
Zhang served as the chairman and chief executive officer of Shanghai Dingyu Hengrui Equity
Investment Fund Management Co., Ltd. (ʮ̡), an equity
investment fund management company, from December 2013 to December 2017. He served as
the president and chief executive officer of Enraytek Optoelectronics Co., Ltd. (Ҧ
(ɪऎ)ʮ̡), an LED chip company, from August 2010 to December 2013. From March
2007 to February 2009, he worked as an attorney at Kirkland & Ellis LLP .
DIRECTORS AND SENIOR MANAGEMENT
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--- page 319 ---
Mr. Zhang was presented with the Shanghai “Magnolia Gold Award” in 2021;
“Outstanding Entrepreneur in IT industry in Shanghai” in 2020; “2021 Annual Entrepreneur”
awarded by Dark Horse Technology ( ௴ุල৵); and “2022 Annual Entrepreneur” awarded by
Cyzone ( ௴ุԞ). Mr. Zhang is a visiting associate professor at the University of Hong Kong.
Mr. Zhang received an MBA degree from Columbia University in the United States in
February 2007, and a Juris Doctor degree from Harvard University in the United States in June
2005. Mr. Zhang was admitted as a licensed attorney-at-law of the State of New Y ork of the
United States.
Mr. Zhou HONG , aged 59, is an executive Director and Chief Technology Officer of the
Group. Mr. Hong joined our Company in January 2020 and was appointed as a Director in July
2020. He was appointed as our Chief Technology Officer in September 2020. He was
re-designated as an executive Director with effect from the Listing Date.
Mr. Hong has nearly 30 years of experience in design and engineering of GPU. Prior to
joining the Group, from April 1995 to March 2003, Mr. Hong served as the engineering director
at S3, Inc., a graphics chip pioneer in U.S. From March 2003 to September 2004, Mr. Hong
worked as a principal architect at Nvidia Corporation (a company listed on the NASDAQ
Global Market, stock code: NVDA), a leading global manufacturer of high-end GPUs. Mr.
Hong worked at Futurewei Technologies, U.S. Research Center of Huawei, as the chief
architect from June 2016 to January 2020. From January 2007 to April 2016, he worked at S3
Graphics Inc., a U.S. computer graphics company as a vice president of hardware architecture.
Mr. Hong received his bachelor’s degree of science from Peking University ( ̏ԯɽኪ)
in the PRC in July 1986; a master’s degree of engineering from Tsinghua University ( ૶ശɽ
ኪ) in the PRC in August 1989; and a master’s degree of science from State University of New
Y ork at Buffalo in the United States in September 1994.
Mr. Linglan ZHANG , aged 52, is an executive Director and Chief Operating Officer of
the Group. Mr. Linglan Zhang was appointed as a Director in December 2019 and joined our
Company as vice president of engineering in January 2020. From September 2021, he was
appointed as our Chief Operating Officer. Mr. Linglan Zhang was re-designated as an executive
Director with effect from the Listing Date.
Mr. Linglan Zhang has over 23 years of experience in the semiconductor industry. Prior
to joining the Group, he worked in Higon Austin R&D Center Corporation as a deep computing
vice president from February 2018 to September 2019. He had also worked at Samsung
Electronics United States R&D Center as a senior R&D manager (SMTS) from August 2015
to February 2018; and Advanced Micro Devices, Inc. (a company listed on the NASDAQ
Global Market, stock code: AMD) as a PMTS, GPU SoC architect from August 2001 to August
2015.
DIRECTORS AND SENIOR MANAGEMENT
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--- page 320 ---
Mr. Linglan Zhang received his bachelor’s degree in electrical engineering from Zhejiang
University ( एϪɽኪ) in the PRC in July 1996; a master’s degree in electrical engineering
from University of Southern California in the United States in August 2001; and a Master of
Business Administration degree from University of California, Berkeley in the United States
in December 2014.
Mr. Bing XIAO ( ӽΏ), aged 58, is an executive Director and General Manager of the
Group. Mr. Xiao joined our Company as a senior vice president since February 2020 and was
appointed as a Director in May 2020. Mr. Xiao was re-designated as an executive Director with
effect from the Listing Date.
Mr. Xiao has over 20 years of experience in strategic operation and sales industry. Prior
to joining the Group, Mr. Xiao worked in SenseTime Group Inc. (ʮ̡)( a
company listed on the Stock Exchange, stock code: 0020) as a vice president of business
development from May 2019 to February 2020. He had also worked in Petuum Inc., an
artificial intelligence solution company, as general manager of China; Oracle Corporation (a
company listed on the New Y ork Stock Exchange, stock code: ORCL) as a general manager of
Telecommunications Industry in China region from October 2014 to September 2017; IBM (a
company listed on the New Y ork Stock Exchange, stock code: IBM) as software general
manager of Telecommunications in China from May 2010 to September 2014; and Teradata
China (a company listed on the New Y ork Stock Exchange, stock code: TDC) as a vice
president in china region from June 2004 to May 2010.
Mr. Xiao received his bachelor’s degree in electronic engineering from Tsinghua
University ( ૶ശɽኪ) in the PRC in July 1990.
Mr. Xiao is a director of certain subsidiaries of the Group, including but not limited to
Zhuhai Biren, Beijing Biren, Hangzhou Biren and Shanghai Aoyan.
Mr. Luting PAN , aged 50, is an executive Director, secretary of the Board and
responsible person of finance. Mr. Pan joined our Company in July 2020 as a vice president.
He was appointed as a Director in November 2020 and re-designated as an executive Director
with effect from the Listing Date.
Mr. Pan has extensive experience in strategic operations, risk management and operations
of enterprises. Prior to joining the Group, Mr. Pan served as an associate at BNP Paribas, a
French multinational universal bank listed on the Euronext Paris (stock code: BNP) and the
London Stock Exchange (stock code: 0HB5), from 2007 to 2009. He worked as a senior
planning management employee of commodity forecasting department at Consolidated Edison
Company of New Y ork, Inc., an energy company listed on the New Y ork Stock Exchange (stock
code: ED), from March 2009 to September 2018. Mr. Pan worked in Petuum Inc., an artificial
intelligence solution company as a director of Asia and strategic development lead from August
2018 to June 2020.
Mr. Pan received his bachelor’s degree in electrical engineering from University of
Connecticut in the United States in August 1998; a master’s degree in electrical engineering
from University of Connecticut in the United States in December 2000; and a Master of
Business Administration degree from Columbia University in the United States in May 2007.
DIRECTORS AND SENIOR MANAGEMENT
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--- page 321 ---
Non-executive Director
Mr. Jingguo LIU ( ᄎ຾਷), aged 46, is our non-executive Director. Mr. Liu is responsible
for providing advice on the operation and development of the Company. Mr. Liu was appointed
as a Director in June 2025 and was re-designated as a non-executive Director with effect from
the Listing Date.
Mr. Liu currently serves as an investment and research partner at Shanghai Lingang
Kechuang Investment Management Co., Ltd. (ʮ̡), an equity
investment firm. From January 2012 to December 2014, Mr. Liu worked at Signify (China)
Investment Co., Ltd. (࠭(ʮ̡) (previously known as Philips Lighting
(China) Investment Co., Ltd. (׼(ʕ਷)ʮ̡)) under the Koninklijke Philips
N.V ., a Dutch multinational corporation listed on the New Y ork Stock Exchange (stock code:
PHG) and the Euronext Amsterdam (stock code: PHIA), with his last position being senior
system engineer. From January 2015 to February 2017, He served as a securities analyst at TF
Securities Co., Ltd. (ʮ̡), a comprehensive Chinese securities firm listed
on the Shanghai Stock Exchange (stock code: 601162). From April 1, 2021 to January 24, 2025,
Mr. Liu served as a director of Shanghai Mifeng Laser Technology Co., Ltd. (߅
ʮ̡), a company specializing in the research, development, and production of
high-power laser equipment. From March 2017 to June 2020, he served as an investment
director at Shanghai Linchuang Investment Management Co., Ltd. (ʮ
̡), an investment management company.
Mr. Liu received his bachelor’s degree in materials science and engineering from
University of Science and Technology Beijing (Ҧɽኪ) in July 2001 and received his
master’s degree in materials science and engineering from Tsinghua University ( ૶ശɽኪ)i n
July 2004.
Resigned Non-executive Directors
Mr. Zhifeng ZHOU (ࢤ)aged 48, has been serving as a Director since November
2019 and will cease to be a Director with effect from the day before the Listing Date.
Mr. Zhou has been serving in Qiming V enture Partners (௴ҳ), an institution
principally engaged in providing venture capital and asset management services since May
2014, and currently serves as a managing partner, focusing on investments in emerging
technologies in areas such as artificial intelligence, robotics, AR/VR, semiconductor, autotech,
enterprise software, etc. Mr. Zhou has been serving as a director of Beijing HyperStrong
Technology Co., Ltd. (ʮ̡) (stock code: 688411.SH) and a
non-executive director of UBTECH ROBOTICS CORP LTD (ʮ
̡) (stock code: 09880. HK), since June 2020 and August 2015, respectively.
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Mr. Zhou obtained a bachelor’s degree in computer science and technology from Harbin
Institute of Technology (ဧᏵʈุɽኪ) in the PRC in July 2000 and a master’s degree in
business administration from Columbia University (ˢԭɽኪ) in the United States in
May 2011.
Mr. Lin W ANG (؍)aged 46, has been serving as a Director since August 2020 and
will cease to be a Director with effect from the day before the Listing Date.
Mr. Wang has been serving as the vice manager of Shanghai Huadeng Gaoke Private
Equity Fund Management Co., Ltd (ʮ̡) since February
2024. Mr. Wang served as a vice manager of Huaxin Y uanchuang (Qingdao) Investment
Management Co., Ltd. (௴(ࢥڡ)ʮ̡) from February 2021 to January
2024. He worked at Huadeng Investment Consulting (Beijing) Co., Ltd. Shanghai Branch
(ശ೮ҳ༟ፔ༔(̏ԯ)ʮ̡ɪऎʱʮ̡) from September 2012 to January 2021.
Mr. Wang served as a director of Fortior Technology (Shenzhen) Co., Ltd. (ࢤ䁙Ҧ(ଉ
έ)ʮ̡), a company listed on the Shanghai Stock Exchange (stock code: 688279) and
Hong Kong Stock Exchange (stock code: 1304), from April 2020 to January 2025. He served
as an independent director at GL Tech Co., Ltd (ʮ̡), a company listed on
the Shenzhen Stock Exchange (stock code: 300480), from September 2018 to April 2023. Mr.
Wang served as a director of Emdoor Information Co., Ltd. (ʮ̡), a
company listed on the Shenzhen Stock Exchange (stock code: 001314), from August 2020 to
January 2024; and a director of Memsensing Microsystems (Suzhou, China) Co., Ltd. ( ᘽψઽ
ʮ̡), a company listed on the Shanghai Stock Exchange (stock code:
688286) from June 2019 to August 2025. Since December 2019, Mr. Wang has been a director
of 3peak Incorporated (Ҧ(ᘽψ)ʮ̡), a company listed on the
Shanghai Stock Exchange (stock code: 688536).
Mr. Wang received his bachelor’s degree in electronic engineering from Hangzhou Dianzi
University (Ҧɽኪ) in the PRC in June 2001. He received his master’s degree in
electronic science and technology from Zhejiang University ( एϪɽኪ) in the PRC in March
2004.
Ms. Shuying CHEN (ߵ)aged 42, has been serving as a non-executive Director
since May 2021 and will cease to be a Director with effect from the day before the Listing Date.
Ms. Chen successively held various positions at Foshan Shunde Country Garden Property
Development Co., Ltd. (ʮ̡) under Country Garden
Holdings Company Limited (ʮ̡) (a company listed on the Hong Kong Stock
Exchange, stock code: 2007) (the “ Country Garden Group ”) from June 2006 to December
2017, including marketing center operations specialist, operations manager, director of
marketing operations and deputy general manager of sales management department. From
December 2017 to June 2018, she further served as the assistant to the general manager of
marketing at the Country Garden Guangqing regional third division (෤ᄿ૶ਜਹɧ௅)
under the Country Garden Group. From July 2018 to June 2019, Ms. Chen served as the general
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manager of operations and management department at Shenzhen Paladin Equity Investment
Co., Ltd. (ʮ̡). From July 2019 to July 2023, Ms. Chen served as
the deputy general manger of operations department at Shenzhen Country Garden Innovation
Investment Co., Ltd. (ʮ̡), a subsidiary of the Country Garden.
Ms. Chen has been serving as an executive director and the general manager of Guangdong
Dingchen Chenpi Industry Co., Ltd. (ப΂ʮ̡) since October 2022.
Ms. Chen received her bachelor’s degree in engineering management from Wuyi
University ( ʞԛɽኪ) in China in June 2006.
Independent Non-executive Directors
Dr. Yuan W ANG ( ˮ๕), aged 46, was appointed as an independent non-executive
Director of our Company in June 2025 with effect upon the Listing Date.
Dr. Wang has been a professor of, and was an associate professor and a lecturer of, the
school of electronics engineering and computer science in Peking University (߅ࢹڦ
ኪҦஔኪ৫) since August 2017, from August 2008 to July 2017 and from July 2006 to July
2008, respectively. His academic focus is centered on the design and development of integrated
circuits design and new computing architectures. Notably, his research interests include the key
project of National Natural Science Foundation of China (ึ)o n
“Native AI Chips and Systems Based on NOR Flash for Intelligent Computing,” (׵Nor
FlashӺ) and the national key project on “Research on
Novel Neuromorphic Devices and Circuits.” (Ӻ). Furthermore, Dr.
Wang has contributed to academic publications such as “Analysis and Design of Large-Scale
Integrated Circuits,” (ࠇreflecting his expertise in circuit design,
analysis and architecture.
Since October 2024, Dr. Wang has served as an independent non-executive director of
Biwin Storage Technology Co., Ltd. (ʮ̡)( “ Biwin Storage ”),
whose shares are listed on Shanghai Stock Exchange (stock code: 688525). Biwin Storage is
the parent company of Hainan Nanbaisuan Technology Co., Ltd. (ʮ̡),
a Pre-IPO Investor holding approximately 0.48% and 0.43% of the issued share capital of the
Company as of the Latest Practicable Date and upon Listing, respectively. Dr. Wang has also
served as an independent non-executive director of Chengdu Sino Microelectronics
Technology Co., Ltd. (ʮ̡), whose shares are listed on Shanghai
Stock Exchange (stock code: 688709), since May 2025.
Dr. Wang received his Ph. D. from Peking University ( ̏ԯɽኪ) in the PRC in July 2006.
Mr. Siu Wing LAM (Ί࿲), aged 65, was appointed as an independent non-executive
Director of our Company in June 2025 with effect upon the Listing Date.
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Mr. Lam has extensive experience in accounting, auditing and business consulting.
Mr. Lam was an audit partner at PricewaterhouseCoopers Zhong Tian LLP (ࠇ
ה(౷ஷΥྫ) and PricewaterhouseCoopers in Hong Kong (collectively
“PricewaterhouseCoopers ”) from July 2004 to June 2020. He had also worked in various
audit firms including KPMG Hong Kong from September 1991 to February 1992, Horwath
Australia from August 1987 to August 1991 and the New South Wales Auditor-General’s Office
from March 1987 to July 1987.
He has served as (i) an independent non-executive director of Shanghai Fudan-
Zhangjiang Bio-Pharmaceutical Co., Ltd. (ʮ̡), whose
shares are listed on the Hong Kong Stock Exchange (stock code: 1349) and the Shanghai Stock
Exchange (stock code: 688505), since May 2023; (ii) an independent non-executive director of
Suzhou Basecare Medical Corporation Limited (ʮ̡), whose shares
are listed on the Hong Kong Stock Exchange (stock code: 2170), since July 2023; (iii) an
independent non-executive director of Xi’an Kingfar Property Services Co., Ltd. (ي
ʮ̡), whose shares are listed on the Hong Kong Stock Exchange (stock code:
1354), since May 2024; (iv) an independent non-executive director of Bluestar Adisseo Co.,
Ltd. (ʮ̡), whose shares are listed on the Shanghai Stock Exchange
(stock code: 600299), since September 2024; and (v) an independent non-executive director of
Qeeka Home (Cayman) Inc. (Ҧ(කਟ)ʮ̡), whose shares are listed on the Hong
Kong Stock Exchange (stock code: 1739), since June 2025. Mr. Lam has also been appointed
as an independent non-executive director of Greatpower Nickel And Cobalt Materials Co., Ltd.
(ʮ̡) since June 2022.
Mr. Lam received his bachelor of economics degree from Macquarie University in
Australia in May 1985, and a master of commerce degree from the University of New South
Wales in Australia in October 1989.
Mr. Lam was admitted as a member and was advanced to a fellow member of the
Chartered Accountants Australia and New Zealand (previously known as the Institute of
Chartered Accountants in Australia) in April 1990 and September 2011, respectively. He was
also admitted as an associate member and was advanced to a fellow member of the Hong Kong
Institute of Certified Public Accountants in April 1992 and September 2013, respectively.
Ms. Jin LIU ( ᄎᆩ), aged 59, was appointed as an independent non-executive Director of
our Company in June 2025 with effect upon the Listing Date.
Ms. Liu has around 30 years of consulting, investment and financing, IPO and mergers
and acquisitions experience. She has been involved in investment and financing as a vice
chairperson and director at Chengdu WestV ac Biopharma Co., Ltd. (ࠢ
ʮ̡), an innovative biopharmaceutical enterprise, since 2020.
Her prior experience includes working as a managing director in global investment
banking at Merrill Lynch (Asia Pacific) Limited from 2012 to 2020, an executive director in
global banking and markets at Goldman Sachs (China) Securities Company Limited from 2008
to 2012, a director in assurance dept. at PricewaterhouseCoopers from 2002 to 2008, a manager
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of China affairs at the Hong Kong General Chamber of Commerce from 1998 to 2002 and etc.
Ms. Liu received her bachelor of arts degree from Sichuan University ( ̬ʇɽኪ) in the PRC
in 1988, and an MBA degree from the ESICAD Business School in France in 1996.
Ms. Liu is a member of 11th committee of All-China Federation of Returned Overseas
Chinese (ึ). She is co-founder and honorable chairman of Hong Kong
Association of Overseas-Returned Scholars (ಥऎ̮ኪɛᑌΥึ) and vice chairman of Hong
Kong Chinese Financial Association of Hong Kong (ፄ՘ึ).
CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Each of our Directors confirms that as of the Latest Practicable Date, he or she 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.
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred
to under Rule 3.09D of the Listing Rules in June 2025, and (ii) understands his or her
obligations as a director of a listed issuer on the Stock Exchange under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors confirms (i) his/her independence as
regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) that
he/she has no past or present financial or other interest in the business of the Company or its
subsidiaries or any connection with any core connected person of the Company under the
Listing Rules as of the Latest Practicable Date, and (iii) that there are no other factors that may
affect his/her independence at the time of his/her appointments.
SENIOR MANAGEMENT
The following table sets out information regarding the members of senior management of
our Company.
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Name Age Position/Title
Time of
Appointment
as a Senior
Management
Time of
Joining
our Group Role and Responsibility
Mr. Wen ZHANG 54 Chairman of the
Board, executive
Director and
Chief Executive
Officer
November
2019
November
2019
Responsible for overall
management and business
strategies
Mr. Zhou HONG 59 Executive Director
and Chief
Technology
Officer
September
2020
January 2020 Responsible for leading the
development of core
technologies, including
chip architecture
Mr. Linglan ZHANG 52 Executive Director
and Chief
Operating Officer
September
2021
January 2020 Responsible for R&D and
engineering operation
management
Mr. Bing XIAO
(ӽΏ)
58 Executive Director
and General
Manager
April 2023 February 2020 Responsible for overseeing
and managing sales and
marketing
Mr. Luting PAN 50 Executive Director,
secretary of the
Board and
responsible
person of finance
July 2023 July 2020 Responsible for overseeing
finance matters, risk
management and strategic
operations
Mr. Wen ZHANG , aged 54, is the Chairman, an executive Director and the Chief
Executive Officer. For details of his biography, see “– Executive Directors.”
Mr. Zhou HONG , aged 59, is an executive Director and Chief Technology Officer. For
details of his biography, see “– Executive Directors.”
Mr. Linglan ZHANG , aged 52, is an executive Director and Chief Operating Officer. For
details of his biography, see “– Executive Directors.”
Mr. Bing XIAO ( ӽΏ), aged 58, is an executive Director and General Manager. For
details of his biography, see “– Executive Directors.”
Mr. Luting PAN , aged 50, is an executive Director, secretary of the Board and
responsible person of finance. For details of his biography, see “– Executive Directors.”
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DIRECTORS’ AND SENIOR MANAGEMENT’S INTERESTS
Save as disclosed above, each of our Directors and members of senior management has
not been a director of any public company the securities of which are listed on any securities
market in Hong Kong or overseas in the three years immediately preceding the date of this
Prospectus.
None of our Directors and members of the senior management is related to other Directors
and members of the senior management.
To the best knowledge, information and belief of our Directors having made all
reasonable enquiries, there was no other matter with respect to the appointment of our
Directors that needs to be brought to the attention of the Shareholders and there was no
information relating to our Directors that is required to be disclosed pursuant to Rule
13.51(2)(h) to (v) of the Listing Rules as of the Latest Practicable Date.
JOINT COMPANY SECRETARIES
Ms. Yimin TONG ( ഁ່ઽ), aged 30, was appointed as a joint company secretary of our
Company with effect from the Listing Date. Ms. Tong joined our Group as a manager of the
Board office in June 2021.
Prior to joining our Group, Ms. Tong worked at Hangzhou Xingong Xiao’an Information
Technology Co., Ltd. (ʮ̡) as a senior operation manager from
July 2017 to May 2021.
Ms. Tong received her bachelor’s degree in economics from East China University of
Political Science and Law (ɽኪ) in the PRC in July 2017. Ms. Tong also obtained the
fund practitioner qualification issued by the Asset Management Association of China ( ʕ਷ᗇ
ุ՘ึ) in September 2017; securities practitioner qualification issued by the
Securities Association of China ( ʕ਷ᗇՎุ՘ึ) in November 2015 and the futures
qualification issued by the China Futures Association ( ʕ਷ಂ஬ุ՘ึ) in March 2016.
Mr. Chun Ho TSANG (Ⴔ) was appointed as a joint company secretary of our
Company with effect from the Listing Date.
Mr. Tsang is an Assistant Manager of Company Secretarial Services of Tricor Services
Limited, a member of Vistra Group. Mr. Tsang has over 11 years of experience in the company
secretarial field, and has served various listed companies in Hong Kong, as well as
multi-national corporations, private companies and offshore companies by providing them with
professional corporate services.
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Mr. Tsang is a Chartered Secretary, a Chartered Governance Professional and an Associate
of both The Hong Kong Chartered Governance Institute and The Chartered Governance
Institute in the United Kingdom. Mr. Tsang obtained a Bachelor of Arts degree from the
University of Huddersfield in the United Kingdom in December 2017, and a Master of
Corporate Governance degree from the Hong Kong Metropolitan University in November
2021.
BOARD COMMITTEES
Our Board delegates certain responsibilities to various committees. In accordance with
the relevant PRC laws and regulations and the Corporate Governance Code, our Company has
formed three Board committees, namely the Audit Committee, the Remuneration Committee
and the Nomination Committee.
Audit Committee
We have established the Audit Committee with written terms of reference in compliance
with Rule 3.21 of the Listing Rules and paragraph D.3 of the Corporate Governance Code. The
Audit Committee consists of three Directors, namely Mr. Siu Wing LAM (Ί࿲), Dr. Y uan
W ANG (ˮ๕) and Ms. Jin LIU ( ᄎᆩ). Mr. Siu Wing LAM (Ί࿲) serves as the chairman of
the Audit Committee, holding the appropriate professional qualifications as required under
Rules 3.10(2) and 3.21 of the Listing Rules. The primary duties of the Audit Committee
include, but not limited to, making recommendations to the Board on the appointment,
reappointment and removal of the external auditors, monitoring the Company’s financial
statements, annual reports and accounts, and interim reports, reviewing the Company’s
financial controls and discussing the risk management and internal control systems with
management of the Company. The Audit Committee will also discharge the roles and
responsibilities of a supervisory committee under the PRC laws.
Remuneration Committee
We have established a Remuneration Committee with written terms of reference in
compliance with Rule 3.25 of the Listing Rules and paragraph E.1 of the Corporate Governance
Code. The Remuneration Committee consists of three Directors, namely Ms. Jin LIU ( ᄎᆩ),
Mr. Wen ZHANG and Dr. Y uan W ANG ( ˮ๕). Ms. Jin LIU ( ᄎᆩ) serves as the chairman of
the Remuneration Committee. The primary duties of the Remuneration Committee include, but
not limited to, making recommendations to the Board on Company’s policy and structure for
all Directors’ and senior management remuneration, reviewing and approving the
management’s remuneration proposals with reference to the Board’s corporate goals and
objectives and reviewing and/or approving matters relating to share schemes under Chapter 17
of the Listing Rules.
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Nomination Committee
We have established a Nomination Committee with written terms of reference in
compliance with Rule 3.27A of the Listing Rules and paragraph B.3 of the Corporate
Governance Code. The Nomination Committee consists of three Directors, namely Dr. Y uan
W ANG (ˮ๕), Ms. Jin LIU ( ᄎᆩ) and Mr. Wen ZHANG. Dr. Y uan W ANG ( ˮ๕) serves as
the chairman of the Nomination Committee. The primary duties of the Nomination Committee
include, but not limited to, reviewing the structure, size and composition (including the skills,
knowledge and experience) of the Board at least annually and make recommendations on any
proposed changes to the Board to complement the Company’s corporate strategy, identifying
individuals suitably qualified to become Board members and select or make recommendations
to the Board on the selection of individuals nominated for directorships, and assessing the
independence of independent non-executive Directors.
REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT
Our Directors received their remuneration in the form of salaries, social security, housing
benefits and other employee benefits, the employer’s contribution to the pension plans,
discretionary bonuses and share-based compensation.
For the years ended December 31, 2022, 2023 and 2024, and the six months ended June
30, 2025, the aggregate amount of remuneration paid or payable to our Directors amounted
to RMB27.31 million, RMB25.90 million, RMB16.18 million, and RMB7.23 million,
respectively.
Under the arrangement currently in force, we estimate the total compensation before
taxation to be accrued to our Directors for the year ending December 31, 2025 to be
approximately RMB11.13 million. The actual remuneration of Directors in 2025 may be
different from the expected remuneration.
The remuneration paid by our Company to the five highest paid individuals (excluding
Directors) for the years ended December 31, 2022, 2023 and 2024, and the six months ended
June 30, 2025, were RMB46.60 million, RMB34.42 million, RMB32.58 million, and
RMB11.85 million respectively.
We confirmed that during the Track Record Period, no remuneration was paid by our
Company to, or receivable by, our Directors or the five highest paid individuals as an
inducement to join or upon joining our Company or as compensation for loss of office in
connection with the management positions of any subsidiary of our Company.
During the Track Record Period, none of our Directors waived any remuneration. Save as
disclosed above, no other payments have been paid, or are payable, by our Company or our
subsidiary to our Directors or the five highest paid individuals during the Track Record Period.
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CORPORATE GOVERNANCE
Our Company is committed to achieving high standards of corporate governance with a
view to safeguarding the interests of our Shareholders. To accomplish this, our Company
intends to comply with Corporate Governance Code set out in Appendix C1 to the Listing
Rules and the Model Code for Securities Transactions by Directors of Listed Issuers set out in
Appendix C3 to the Listing Rules after the Listing.
Pursuant to code provision C.2.1 of the Corporate Governance Code, companies listed on
the Stock Exchange are expected to comply with, but may choose to deviate from the
requirement that the responsibilities between the chairman and the chief executive officer
should be segregated and should not be performed by the same individual. We do not have a
separate Chairman and Chief Executive Officer and Mr. Zhang currently performs these two
roles. Our Board believes that, in view of his experience, personal profile and his roles in our
Company as mentioned above, Mr. Zhang is the Director best suited to identify strategic
opportunities and focus of the Board due to his extensive understanding of our business as our
Chief Executive Officer. The Board also believes that vesting the roles of both Chairman and
Chief Executive Officer in the same person has the benefit of (i) ensuring consistent leadership
within the Group, (ii) enabling more effective and efficient overall strategic planning and
execution of strategic initiatives of the Board, and (iii) facilitating the flow of information
between the management and the Board for the Group. The Board considers that the balance
of power and authority for the present arrangement will not be impaired, and this arrangement
will enable the Company to make and implement decisions promptly and effectively. The
Board will continue to review and consider splitting the roles of Chairman and the Chief
Executive Officer of the Company at a time when it is appropriate by taking into account the
circumstances of the Group as a whole.
Save as disclosed above, our Directors consider that upon Listing, we will comply with
all applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to
the Listing Rules.
BOARD AND WORKFORCE DIVERSITY
We are committed to promoting the culture of diversity in the Company. We have strived
to promote diversity to the extent practicable by taking into consideration a number of factors
in our corporate governance structure. We have adopted the board diversity policy (the “ Board
Diversity Policy ”) which sets out the objective and approach to achieve and maintain diversity
of our Board in order to enhance the effectiveness of our Board. Pursuant to the Board
Diversity Policy, we seek to achieve Board diversity through the consideration of a number of
factors, including but not limited to gender, age, race, cultural background, educational
background, industry experience and professional experience. Our Directors have a balanced
mix of knowledge and skills. They obtained degrees in various areas, including engineering,
electronic engineering, materials science and economics. Our Company has evaluated the
structure, size and composition of our Board, and is of the opinion that the structure of our
Board is reasonable, and the experience and skills of the Directors in various aspects and fields
DIRECTORS AND SENIOR MANAGEMENT
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can enable our Company to maintain a high standard of operations. Our Board Diversity Policy
is well implemented as evidenced by the fact that there are both female and male Directors
ranging from 46 years old to 65 years old with experience from different industries and sectors.
We will continue to take steps to promote gender diversity at all levels of our Company,
including but not limited to our Board and the senior management levels. We will have at least
one female Director at all times, and we will ensure that a female Director serves on the
Nomination Committee at all times. We will encourage our incumbent Board members to
recommend female candidate directors and take other actions to help achieve greater board
diversity, for example inviting some of our outstanding female staff at mid to senior level to
attend and observe Board meeting. This will allow our Board to understand more about these
potential female candidates before they are nominated to our Board and provide opportunities
for potential female candidates to prepare themselves for director duties. We will also continue
to ensure that there is gender diversity when recruiting staff at mid to senior level so that we
will have a pipeline of female senior management and potential successors to our Board in due
time to ensure gender diversity of our Board. Our Group will continue to emphasize training
of female talent and providing long-term development opportunities for our female staff
including but not limited to business operation, management, accounting and finance, legal and
compliance. As such, we are of the view that our Board will be offered chances to identify
competent female staff at mid to senior level to be nominated as a Director in future with a
pipeline of female candidates.
We are committed to adopting a similar approach to promote diversity within
management (including but not limited to the senior management) of the Company to enhance
the effectiveness of corporate governance of the Company as a whole.
Our Nomination Committee is responsible for ensuring the diversity of our Board
members. After the Listing, we will review the Board Diversity Policy from time to time,
develop and review measurable objectives for implementing the policy, and monitor the
progress on achieving these measurable objectives to ensure its continued effectiveness. We
will disclose in our corporate governance report about the implementation of the Board
Diversity Policy on an annual basis.
ANTI-CORRUPTION AND WHISTLE BLOWING POLICIES
We are committed to acting with integrity, honesty, fairness, impartiality, and ethical
business practices. We have adopted an anti-corruption policy to promote an ethical culture
within our Group and have zero-tolerance for bribery and any act of corruption. Our Board and
senior management also strive to promote an ethical culture within our Group. We have also
adopted a whistle blowing policy that serves the purpose of establishing whistleblowing
procedures for employees and other relevant external parties of our Group, in order to report
and escalate any suspicious misconducts. In accordance with the policy, we protect all
whistleblowers from any kind of retaliation. All the information provided by the
whistleblowers will be kept strictly confidential.
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COMPLIANCE ADVISER
We have appointed Maxa Capital Limited as our Compliance Adviser pursuant to Rules
3A.19 and 3A.23 of the Listing Rules. The Compliance Adviser will provide us with guidance
and advice as to compliance with the Listing Rules and other applicable laws, rules, codes and
guidelines. Pursuant to Rule 3A.23 of the Listing Rules, the Compliance Adviser will advise
our Company in certain circumstances including:
(a) before the publication of any regulatory announcement, circular or financial report;
(b) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues, sales or transfers of treasury shares and share
repurchases;
(c) where we propose to use the proceeds of the Global Offering in a manner different
from that detailed in this Prospectus or where our business activities, developments
or results deviate from any forecast, estimate or other information in this Prospectus;
and
(d) where the Hong Kong 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.
Pursuant to Rule 3A.24 of the Listing Rules, the Compliance Adviser will, on a timely
basis, inform our Company of any amendment or supplement to the Listing Rules that are
announced by the Hong Kong Stock Exchange. The Compliance Adviser will also inform our
Company of any new or amended law, regulation or code in Hong Kong applicable to us, and
advise us on the continuing requirements under the Listing Rules and applicable laws and
regulations.
The term of the appointment will commence on the Listing Date and is expected to end
on the date on which our Company complies with Rule 13.46 of the Listing Rules in respect
of our financial results for the first full financial year commencing after the Listing.
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This section presents certain information regarding our share capital before and upon
completion of the Global Offering.
BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date, the registered capital of our Company was
RMB42,225,702, comprising 2,111,285,100 Unlisted Shares of nominal value RMB0.02 each.
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately following completion of the Global Offering, assuming the Offer Size
Adjustment Option and the Over-allotment Option are not exercised, the share capital of our
Company will be as follows:
Description of Shares
Number of
Shares
Approximate
percentage to
total share
capital
(%)
Unlisted Shares in issue 1,238,013,076 52.48
Unlisted Shares to be converted to H Shares 873,272,024 37.02
H Shares to be issued under the Global Offering 247,692,800 10.50
Total 2,358,977,900 100.00
Immediately following completion of the Global Offering, assuming the Offer Size
Adjustment Option and the Over-allotment Option are fully exercised, the share capital of our
Company will be as follows:
Description of Shares
Number of
Shares
Approximate
percentage to
total share
capital
(%)
Unlisted Shares in issue 1,238,013,076 50.76
Unlisted Shares to be converted to H Shares 873,272,024 35.81
H Shares to be issued under the Global Offering 327,573,400 13.43
Total 2,438,858,500 100.00
SHARE CAPITAL
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RANKING
Upon completion of the Global Offering and the conversion of the Unlisted Shares into
H Shares, the Shares will consist of H Shares and Unlisted Shares. Upon completion of the
Global Offering, we would have only one class of Shares. H Shares and Unlisted Shares are
all ordinary Shares in the share capital of our Company. However, apart from certain qualified
domestic institutional investors in the PRC, the qualified PRC investors under the Shanghai –
Hong Kong Stock Connect or the Shenzhen – Hong Kong Stock Connect and other persons who
are entitled to hold our H Shares pursuant to relevant PRC laws and regulations or upon
approvals of any competent authorities, H Shares generally cannot be subscribed for by or
traded between legal or natural persons of the PRC.
Unlisted Shares and H Shares will rank pari passu with each other in all respects and, in
particular, will rank equally for all dividends or distributions declared, paid or made after the
date of this Prospectus. All dividends in respect of the H Shares are to be paid by us in Hong
Kong dollars or in the form of H Shares.
CONVERSION OF OUR UNLISTED SHARES INTO H SHARES
According to the regulations issued by the CSRC, the holders of our Unlisted Shares may,
at their own option, authorize the Company to apply to the CSRC for conversion of their
respective Unlisted Shares to H Shares, and such converted Shares may be listed and traded on
an overseas stock exchange provided that the required filings with the securities regulatory
authorities of the State Council for the conversion, listing and trading of such converted Shares
have been completed. Additionally, such conversion, trading and listing shall meet any
requirement of internal approval process and in all respects comply with the regulations
prescribed by the securities regulatory authorities of the State Council and the regulations,
requirements and procedures prescribed by the relevant overseas stock exchange. Save as
disclosed in this Prospectus and to the best knowledge of our Directors, we are not aware of
the intention of such existing Shareholders to convert their Unlisted Shares.
If any of the Unlisted Shares are to be converted, listed and traded as H Shares on the
Stock Exchange, the filings and approvals with the relevant PRC regulatory authorities,
including the CSRC, and the approval of the Stock Exchange are necessary for such
conversion. Based on the procedures for the conversion of Unlisted Shares into H Shares as set
forth below, we will apply for the listing of all or any portion of the Unlisted Shares on the
Stock Exchange as H Shares in advance of any proposed conversion after the Global Offering
to ensure that the conversion process can be completed promptly upon notice to the Stock
Exchange and delivery of Shares for entry on the H Share register. As the listing of additional
Shares after the Listing on the Stock Exchange is ordinarily considered by the Stock Exchange
to be a purely administrative matter, it does not require such prior application for listing at the
time of our Listing in Hong Kong. No class Shareholder voting is required for the conversion
of such Shares or the listing and trading of such converted Shares on an overseas stock
exchange. Any application for listing of the converted shares on the Stock Exchange after our
initial Listing is subject to prior notification by way of announcement to inform our
Shareholders and the public of any proposed conversion.
SHARE CAPITAL
– 324 –


--- page 335 ---
After all the requisite filings have been completed and approvals have been obtained, the
relevant Unlisted Shares will be withdrawn from the Unlisted Share register, and our Company
will re-register such Shares on the H Share register maintained in Hong Kong and instruct the
H Share Registrar to issue H Share certificates. Registration on the H Share register of our
Company will be on the conditions that (i) the H Share Registrar lodges with the Stock
Exchange a letter confirming the entry of the relevant H Shares on the H Share register and the
due dispatch of H Share certificates; and (ii) the admission of the H Shares to be traded on the
Stock Exchange complies with the Listing Rules and the General Rules of HKSCC and the
HKSCC Operational Procedures in force from time to time. Until the converted Shares are
re-registered on the H Share register of our Company, such Shares would not be listed as H
Shares.
TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL OFFERING
Pursuant to the PRC Company Law, our Shares issued prior to the Listing shall not be
transferred within twelve months from the Listing Date.
Further, pursuant to Rules 18C.14 of the Listing Rules, Mr. Zhang and Shanghai Biliren
are subject to a lock-up period commencing on the date of this prospectus and ending on the
expiry of 12 months from the Listing Date. Certain of our Pre-IPO Investors are subject to
lock-up period commencing on the date of this prospectus and ending on the expiry of 6 months
from the Listing Date. See “History, Development and Corporate Structure – Lock-up and free
float under Chapter 18C of the Listing Rules”.
SHAREHOLDERS’ GENERAL MEETING
For details of circumstances under which our general Shareholders’ meeting is required,
see “Appendix IV – Summary of Articles of Association”.
PRE-IPO EMPLOYEE INCENTIVE SCHEME
In recognition of the contributions of our employees and to incentivize them to further
promote our development, we approved and adopted the Pre-IPO Employee Incentive Scheme
on April 24, 2024. For details, see “History, Development and Corporate Structure – Pre-IPO
Employee Incentive Scheme”.
SHARE CAPITAL
– 325 –


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GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
Subject to the completion of the Global Offering, pursuant to the Shareholders resolutions
of the Company, the Board was granted with (a) a general mandate to allot and issue Shares
at any time within a period up to the date of the conclusion of the next annual general meeting
of the Shareholders or the date on which the Shareholders pass a special resolution to revoke
or change such mandate, whichever is earlier, upon such terms and conditions and for such
purposes and to such persons as the Board in their absolute discretion deem fit, and to make
necessary amendments to the Articles of Association, provided that, the number of Shares to
be issued shall not exceed 20% of the number of the H Shares in issue as at the date of the
completion of the Global Offering (excluding additional H Shares which may be issued
pursuant to the exercise of the Over-allotment Option and treasury shares, if any); and (b) a
general mandate to repurchase H Shares issued on the Stock Exchange with an aggregate
number of not exceeding 10% of the number of the H Shares in issue as at the date of the
completion of the Global Offering (excluding additional H Shares which may be issued
pursuant to the exercise of the Over-allotment Option and treasury shares, if any).
For details of the general mandates to issue and repurchase Shares, see “Appendix V –
Statutory and General Information – Further Information about Our Company – Resolutions of
our Shareholders.”
SHARE CAPITAL
– 326 –


--- page 337 ---
SUBSTANTIAL SHAREHOLDERS
So far as our Directors are aware, immediately following the completion of the Global
Offering and the conversion of our Unlisted Shares to H Shares assuming the Offer Size
Adjustment Option and the Over-allotment Option are not exercised, the following persons will
have an interest and/or short position in the Shares or the underlying Shares which would fall
to be disclosed to us and the Stock Exchange under the provisions of Divisions 2 and 3 of Part
XV of the SFO, or, will be, directly or indirectly interested in 10% or more of the nominal
value of any class of our share capital carrying rights to vote in all circumstances at general
meetings of our Company:
As of the Latest Practicable Date
Immediately following the Global Offering
(assuming the Offer Size Adjustment Option and the
Over-allotment Option are not exercised)
Name of
Shareholder Nature of interest
Number of
Unlisted
Shares
Approximate
percentage of
shareholding in our
total share capital
Number of
Shares
Approximate
percentage of
shareholding in
Unlisted Shares/
H Shares (1)
Approximate
percentage of
shareholding in our
total share capital (1)
Mr. Zhang (2) Beneficial owner 183,174,800 8.68% 183,174,800
Unlisted
Shares
14.80% 7.77%
Interest in controlled
corporations
191,221,400 9.06% 191,221,400
Unlisted
Shares
15.45% 8.11%
Shanghai Biliren (2) Beneficial owner 191,221,400 9.06% 191,221,400
Unlisted
Shares
15.45% 8.11%
Mr. Liang Beneficial owner 65,234,050 3.09% 65,234,050
Unlisted
Shares
5.27% 2.77%
Zhuhai Da Heng
Qin Innovative
Development
Co., Ltd.
(3)
Beneficial owner 80,717,950 3.82% 80,717,950
Unlisted
Shares
6.52% 3.42%
Zhuhai Y uexinchen
Investment Co.,
Ltd.
(3)
Interest in controlled
corporations
80,717,950 3.82% 80,717,950
Unlisted
Shares
6.52% 3.42%
China Cinda Asset
Management Co.,
Ltd.
(3)
Interest in controlled
corporations
80,717,950 3.82% 80,717,950
Unlisted
Shares
6.52% 3.42%
SUBSTANTIAL SHAREHOLDERS
– 327 –


--- page 338 ---
Notes:
1. The calculation is based on the total number of 1,238,013,076 Unlisted Shares and 1,120,964,824 H
Shares in issue immediately after completion of the Global Offering, and assuming that the Offer Size
Adjustment Option and the Over-allotment Option are not exercised.
2. Mr. Zhang is in a position to control Shanghai Biliren as a result of the voting proxy agreement entered
into, among others, Shanghai Zhuoren (as the general partner of Shanghai Biliren) and the general
partners of all limited partners of Shanghai Biliren. For details, see “History, Development and
Corporate Structure – Acting in Concert Agreement and V oting Proxy Agreement”. As such, under the
SFO, Mr. Zhang is deemed to be interested in the Shares held by Shanghai Biliren.
3. Zhuhai Da Heng Qin Innovative Development Co., Ltd. is held as to 51% by China Cinda Asset
Management Co., Ltd. (ʮ̡) through Zhuhai Y uexinchen Investment Co.,
Ltd. (ப΂ʮ̡). As such, under the SFO, each of China Cinda Asset
Management Co., Ltd. and Zhuhai Y uexinchen Investment Co., Ltd. is deemed to be interested in the
Shares held by Zhuhai Da Heng Qin Innovative Development Co., Ltd.
SUBSTANTIAL SHAREHOLDERS
– 328 –


--- page 339 ---
THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone
Investment Agreement ” and collectively, the “ Cornerstone Investment Agreements ”) with
the cornerstone investors set out below (each a “ Cornerstone Investor ” and collectively, the
“Cornerstone Investors ”), pursuant to which the Cornerstone Investors have agreed to,
subject to certain conditions, subscribe, or cause their designated entities to subscribe, at the
Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of
200 H Shares) that may be purchased for an aggregate amount of US$372.5 million (or
approximately HK$2,899.3 million, calculated based on the exchange rate set out in the section
headed “Information about this Prospectus and the Global Offering — Exchange Rate
Conversion” in this Prospectus) (the “ Cornerstone Placing ”). The aggregate amount of the
investment contributed by the Cornerstone Investors does not include brokerage, SFC
transaction levy, AFRC transaction levy and Hong Kong Stock Exchange trading fee which the
Cornerstone Investors will pay in respect of the International Offer Shares to be subscribed by
them.
Based on an Offer Price of HK$17.0, being the low-end of the indicative Offer Price range
set out in this Prospectus, the total number of Offer Shares to be subscribed by the Cornerstone
Investors would be 170,549,200 Offer Shares. The table below reflects the shareholding
percentage immediately after the completion of the Global Offering.
Assuming the Offer Size Adjustment Option is not exercised Assuming the Offer Size Adjustment Option is fully exercised
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
Approximate
%o ft h e
Offer Shares
Approximate % of
the Shares in issue
upon completion
of the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate % of
the Shares in issue
upon completion
of the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate % of
the Shares in issue
upon completion
of the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate % of
the Shares in issue
upon completion
of the Global
Offering
68.86% 7.23% 59.87% 7.12% 59.87% 7.12% 52.06% 6.99%
Based on an Offer Price of HK$18.3, being the mid-point of the indicative Offer Price
range set out in this Prospectus, the total number of Offer Shares to be subscribed by the
Cornerstone Investors would be 158,435,200 Offer Shares. The table below reflects the
shareholding percentage immediately after the completion of the Global Offering.
CORNERSTONE INVESTORS
– 329 –


--- page 340 ---
Assuming the Offer Size Adjustment Option is not exercised Assuming the Offer Size Adjustment Option is fully exercised
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
Approximate
%o ft h e
Offer Shares
Approximate % of
the Shares in issue
upon completion
of the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate % of
the Shares in issue
upon completion
of the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate % of
the Shares in issue
upon completion
of the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate % of
the Shares in issue
upon completion
of the Global
Offering
63.96% 6.72% 55.62% 6.61% 55.62% 6.61% 48.37% 6.50%
Based on an Offer Price of HK$19.6, being the high-end of the indicative Offer Price
range set out in this Prospectus, the total number of Offer Shares to be subscribed by the
Cornerstone Investors would be 147,926,400 Offer Shares. The table below reflects the
shareholding percentage immediately after the completion of the Global Offering.
Assuming the Offer Size Adjustment Option is not exercised Assuming the Offer Size Adjustment Option is fully exercised
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
Approximate
%o ft h e
Offer Shares
Approximate % of
the Shares in issue
upon completion
of the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate % of
the Shares in issue
upon completion
of the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate % of
the Shares in issue
upon completion
of the Global
Offering
Approximate
%o ft h e
Offer Shares
Approximate % of
the Shares in issue
upon completion
of the Global
Offering
59.72% 6.27% 51.93% 6.17% 51.93% 6.17% 45.16% 6.07%
We believe that the Cornerstone Placing signifies our Cornerstone Investors’ confidence
in our Company and its business prospect, and that the Cornerstone Placing will help to raise
the profile of our Company. Our Company became acquainted with each of the Cornerstone
Investors during its ordinary course of operations, either through the Group’s business network
or through introduction by the Company’s business partners or the Overall Coordinators.
The Cornerstone Investment will form part of the International Offering, and save as
otherwise obtained consent from the Stock Exchange, the Cornerstone Investors (and, for
Cornerstone Investors who will subscribe for our Offer Shares through qualified domestic
institutional investor (“ QDII ”), both the Cornerstone Investors and the QDIIs), and their
respective close associates will not subscribe for any Offer Shares under the Global Offering
other than pursuant to the Cornerstone Investment Agreements. The Offer Shares to be
subscribed for by the Cornerstone Investors (and, for Cornerstone Investors who will subscribe
for our Offer Shares through QDII, the QDIIs) will rank pari passu in all respects with the fully
paid H Shares in issue following the completion of the Global Offering and to be listed on the
Stock Exchange. The Offer Shares to be subscribed for by the Cornerstone Investors will be
counted towards the public float of the Company under Rule 19A.13A of the Listing Rules.
CORNERSTONE INVESTORS
– 330 –


--- page 341 ---
Immediately following the completion of the Global Offering, (i) none of the Cornerstone
Investors and their close associates will become a substantial shareholder of the Company; (ii)
none of the Cornerstone Investors and their close associates will have any Board representation
in the Company solely by virtue of its cornerstone investment, and (iii) equity interests in the
Company being beneficially owned by the three largest public Shareholders will be less than
50% for the purpose of Rule 8.08(3) of the Listing Rules.
To the best knowledge of the Company, among the Cornerstone Investors, each of QM120
(as defined below) and Aspirational China Growth (as defined below) is an existing minority
Shareholder of our Company, and each of QM125 (as defined below, a close associate of
QM120), 3W Fund (as defined below, a close associate of 3W Global), Ping An Asset HK (as
defined below) as well as Ping An Life Insurance Company of China, Ltd. (both being close
associates of PA GCC), GTJA HK (as defined below, a close associate of Nanchang Zhengtong
Equity Investment Fund Partnership (Limited Partnership) (ΥྫΆุ
(Υྫ)) and Shanghai Haitong Zhida Private Equity Investment Fund Partnership (Limited
Partnership) (ΥྫΆุ(Υྫ))) and New Opportunities SPC (a
close associate of Maxwise Investments Limited (ʮ̡)) is a close associate of
an existing minority Shareholder of our Company. The Stock Exchange has granted a waiver
from strict compliance with the requirements under Rule 10.04 of the Listing Rules and consent
under paragraph 1C(2) of Appendix Fl to the Listing Rules to permit offer shares in the
International Offering to be placed to certain existing minority Shareholders. For further
details, please see the section headed “Waivers — Consent under paragraph 1C(2) of Appendix
F1 to the Listing Rules in respect of Subscriptions of Offer Shares by Close Associates of
Existing Shareholder a Cornerstone Investors”.
Except for QM120, Aspirational China Growth, QM125, 3W Fund, Ping An Asset HK,
Ping An Life Insurance Company of China, Ltd., GTJA HK and New Opportunities SPC, to the
best knowledge of the Company, (i) each of the Cornerstone Investors (and, for Cornerstone
Investors who will subscribe for our Offer Shares through QDII, both the Cornerstone Investors
the QDIIs) is an Independent Third Party and is not a connected person as defined under the
Listing Rules; (ii) each of the Cornerstone Investors (and, for Cornerstone Investors who will
subscribe for our Offer Shares through QDII, both the Cornerstone Investors the QDIIs) is
independent of the Group, the Group’s connected persons and their associates, not a connected
person or close associate of the Group, and not an existing shareholder or a close associate of
any existing shareholder of the Group, (iii) none of the Cornerstone Investors (and, for
Cornerstone Investors who will subscribe for our Offer Shares through QDII, the QDIIs) is
accustomed to taking instructions from the Company, the Directors, chief executive of the
Company, the Single Largest Group of Shareholders, substantial Shareholders or existing
Shareholders or any of its subsidiaries or their respective close associates in relation to the
acquisition, disposal, voting, or other disposition of H Shares registered in its name or
otherwise held by it; and (iv) none of the subscription for the relevant Offer Shares by the
Cornerstone Investors is directly or indirectly, financed, funded or backed by our Company, our
Directors, chief executive, the Single Largest Group of Shareholders, the substantial
Shareholders or existing Shareholders or any of our subsidiaries or their respective close
associates.
CORNERSTONE INVESTORS
– 331 –


--- page 342 ---
To the best knowledge of the Company and as confirmed by each of the Cornerstone
Investors, they made their own independent decisions to enter into the Cornerstone Investment
Agreements, and their subscriptions under the Cornerstone Investment would be financed by
their own internal resources, resources of its shareholders or (in the case of the Cornerstone
Investor which is funds or investment manager) the assets managed for its investors, and each
of them has sufficient funds to settle its respective investment under the Cornerstone Placing.
Save as disclosed below in “- the Cornerstone Investors,” none of the other Cornerstone
Investors or their shareholder(s) are listed on any stock exchanges. The Cornerstone Investors
have also confirmed that all necessary approvals have been obtained with respect to the
Cornerstone Investment and that no specific approval from any stock exchange (if relevant) or
their shareholders is required for the Cornerstone Investment. Other than a guaranteed
allocation of the relevant Offer Shares at the final Offer Price, the Cornerstone Investors do not
have any preferential rights in the Cornerstone Investment Agreements compared with other
public Shareholders. Other than the Cornerstone Investment Agreements, as confirmed by each
of the Cornerstone Investors, there are no side agreements or arrangements between us and the
Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone Investors
by virtue of or in relation to the Global Offering or Listing, other than a guaranteed allocation
of the relevant Offer Shares at the Offer Price.
The total number of Offer Shares to be subscribed for by the Cornerstone Investors (and,
for Cornerstone Investors who will subscribe for our Offer Shares through QDII, the QDIIs)
under the Cornerstone Investment may be affected by reallocation of the Offer Shares between
the International Offering and the Hong Kong Public Offering in the event of over-subscription
under the Hong Kong Public Offering, as described in the paragraphs headed “Structure of the
Global Offering — The Hong Kong Public Offering — Reallocation and Clawback” in this
Prospectus. The number of Offer Shares to be acquired by each Cornerstone Investor may be
reduced on a pro rata basis in accordance with the terms of the Cornerstone Investment
Agreements to satisfy the public demands under the Hong Kong Public Offering, after taking
into account the requirements under Practice Note 15 to the Listing Rules as well as the
discretion of the Sponsor-OCs (for themselves and on behalf of the International Underwriters)
to exercise the Over-allotment Option. Details of the actual number of Offer Shares to be
allocated to each of the Cornerstone Investors will be disclosed in the allotment results
announcement to be issued by the Company on or around December 31, 2025.
The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
subscribed before dealings in the Company’s Shares commence on the Stock Exchange. Certain
Cornerstone Investors have agreed that our Company and the Sponsor-OCs may in their sole
discretion defer to the delivery of all or part of the Offer Shares they 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 the aforementioned 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
CORNERSTONE INVESTORS
– 332 –


--- page 343 ---
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.
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by
our Cornerstone Investors in connection with the Cornerstone Placing.
3W Fund
3W Fund Management Limited (“ 3W Fund ”) is incorporated in Hong Kong with limited
liability and licensed by the Hong Kong SFC to carry out type 9 (asset management) regulated
activity. 3W Fund has agreed to procure 3W Global Fund and 3W Rivus Fund, over which 3W
Fund has discretionary investment management power, to subscribe for such number of the H
Shares. 3W Global Fund and 3W Rivus Fund pursue to maximize absolute return and seek
long-term capital growth primarily through fundamental investment principle with value
approach. No single investor holds 30% or more interests in 3W Global Fund or 3W Rivus
Fund. 3W Fund is wholly owned by Mr. Weiwei WU, an Independent Third Party.
Qiming Venture Partners
QM120 Limited (“ QM120 ”) is a company incorporated under the laws of the British
Virgin Islands and is ultimately owned by Qiming V enture Partners VI, L.P . (“ QVP”) and
Qiming Managing Directors Fund VI, L.P . (“ QMDF ”). QM125 Limited (“ QM125 ”) is a
company incorporated under the laws of British Virgin Islands and is owned by Qiming V enture
Partners VIII Investments, LLC. Qiming V enture Partners VIII Investments, LLC is owned by
Qiming V enture Partners VIII, L.P . and Qiming VIII Strategic Investors Fund, L.P .. Qiming
V enture Partners VIII, L.P . and Qiming VIII Strategic Investors Fund, L.P . are exempted
limited partnerships registered under the laws of the Cayman Islands. Qiming GP VIII, LLC is
the general partner of Qiming V enture Partners VIII, L.P . and Qiming VIII Strategic Investors
Fund, L.P .. Except Gary Edward Rieschel and Duane Ziping Kuang (each of whom is an
Independent Third Party), no other shareholders of Qiming GP VIII, LLC holds 30% or more
of its shareholding interests.
QVP and QMDF (collectively, the “ Qiming Funds ”) are sophisticated investors operated
by Qiming V enture Partners and are registered as exempted limited partnerships in the Cayman
Islands, specializing in investing in early-stage companies in the technology & consumer and
healthcare sectors. Qiming GP VI, L.P . is the general partner of QVP and Qiming Corporate GP
VI, Ltd. is the general partner of Qiming GP VI, L.P . and QMDF. The voting and investment
power of the Qiming Funds are exercised by Qiming Corporate GP VI, Ltd. Save and except
Gary Edward Rieschel and Duane Ziping Kuang (each of whom is an Independent Third Party),
no other shareholders of Qiming Corporate GP VI, Ltd. holds 30% or more of its shareholding
CORNERSTONE INVESTORS
– 333 –


--- page 344 ---
interests. None of the limited partners of QVP and QMDF hold more than 30% of its
partnership interest. Qiming V enture Partners is a leading venture capital firm in China, and its
investment portfolio includes some of the most influential brands in their respective sectors.
The assets under management of Qiming V enture Partners was over US$9.5 billion as of
December 31, 2024.
Aspex Master Fund
Aspex Master Fund (“ AMF”) is a company incorporated and registered as a mutual fund
in the Cayman Islands. AMF is managed by Aspex Management (HK) Limited (“ Aspex
Management ”), a company incorporated in Hong Kong and licensed by the Securities and
Futures Commission of Hong Kong to carry out type 9 (asset management) regulated activities
in Hong Kong. Mr. Li Ho Kei is the only ultimate beneficial owner of Aspex Management and
controls the voting rights of AMF, in each case through a holding entity. Mr. Li Ho Kei is an
Independent Third Party to the Company. Except Mr. Li Ho Kei, no other investor holds an
ultimate beneficial ownership of 30% or more in AMF or Aspex Management.
WT Asset Management
WT Asset Management Limited (“ WT Asset Management ”) is a company incorporated
in Hong Kong with limited liability and licensed by the SFC to carry on type 9 (asset
management) regulated activity. WT Asset Management is beneficially owned as to 100% by
Mr. Tongshu Wang, who is an Independent Third Party. WT Asset Management has agreed to
procure certain investors, namely WT China Fund Limited, WT China Focus Fund and WT
Growth Fund (collectively, the “ Funds ”), that WT Asset Management has discretionary
investment management power over, to subscribe for such number of the H Shares. The Funds
are managed by WT Asset Management as investment manager. The Funds pursue to achieve
absolute return and long-term capital appreciation by investing primarily in the listed securities
of companies which have great exposure or material impact by the PRC. Investors of the Funds
include but are not limited to pension funds, fund of funds, family offices and other
sophisticated institutional investors. Save for Mr. Tongshu Wang who holds over 30% interests
in WT Growth Fund and WT China Focus Fund, no other single ultimate beneficial owner
holds 30% or more interests in the Funds. As of 31 August 2025, the total AUM of the Funds
is approximately US$3.01 billion.
Hao Capital
Hao Great China Focus Fund (“ Fund ”) is a fund established in the Cayman Islands and
managed by Hao Capital Management Limited (“ Hao Capital ”) and Hao Advisors
Management Limited (“ Hao Advisors ”). Hao Capital was incorporated and registered with the
Cayman Island Monetary Authority in April 2014 and serves as the Fund’s investment manager.
Hao Advisors was incorporated in October 2014 in Hong Kong and holds a Type 9 (Asset
Management) license from the Hong Kong Securities and Futures Commission and serves as
the Fund’s investment advisor. Hao Advisors manages assets on behalf of a global institutional
CORNERSTONE INVESTORS
– 334 –


--- page 345 ---
investor base covering single and multi-family offices to insurance companies. Hao Capital
holds all management shares in the Fund. Hao Capital and Hao Advisors are ultimately wholly
owned by Mr. Zhang Hao, an Independent Third Party. No single investor holds 30% or more
interests in the Fund.
Ping An Life Insurance
Ping An of China Asset Management (Hong Kong) Company Limited ( ʕ਷̻τ༟ପ၍
ଣ(ಥ)ʮ̡)( “ Ping An Asset HK ”), established in May 2006, is an indirect wholly-
owned subsidiary and the major entity responsible for the overseas investment management
business of Ping An Insurance (Group) Company of China, Ltd. (“ Ping An Group ”), a limited
company incorporated in the PRC whose shares are listed on the Hong Kong Stock Exchange
(Stock Code: 2318) and the Shanghai Stock Exchange (Stock Code: 601318). Ping An Asset
HK acts as the investment manager for Ping An Life Insurance Company of China, Ltd. (“ Ping
An Life Insurance ”) on a fully discretionary basis. It has entered into a cornerstone investment
agreement on behalf of Ping An Life Insurance. Ping An Life Insurance, a subsidiary of Ping
An Group, will hold the Offer Shares on behalf of its participating life insurance policyholders,
all of whom are individuals, none of whom holds 30% or more of the interests in the
participating life insurance account of Ping An Life Insurance.
Ping An Life Insurance was established in 2002 and is a key subsidiary of Ping An Group.
Ping An Life Insurance is one of China’s leading life insurance companies, offering life, health,
and accident insurance products. It serves customers through multiple sales channels including
individual insurance agents, bank-insurance partnerships, and telemarketing.
Huadeng Technology
Huadeng Technology Peak Fortitude V entures Ltd (“ Huadeng Technology ”) is a
company incorporated in the BVI. There is no shareholder holding 30% or more of the
shareholding interests in Huadeng Technology.
Lion Global
Established in Singapore since 1986, Lion Global Investors Limited (“ Lion Global ”) is
a homegrown and one of the leading asset management companies in Singapore dedicated to
providing tailored investment solutions for the benefit of its investors.
Working as One Group across ASEAN and Greater China, Lion Global embraces the
philosophy of managing clients’ assets for the long run and help investors grow their wealth
through synergies with OCBC Group and Great Eastern. OCBC is the second largest financial
services group in Southeast Asia by assets and Great Eastern is the oldest and most established
life insurance group in Singapore and Malaysia. Backed by a strong local parentage and
heritage, combined with the ability to leverage the resources and connectivity of the group of
companies to which Lion Global belongs, Lion Global is uniquely positioned to deliver
best-in-class Asian-centric solutions to the investors.
CORNERSTONE INVESTORS
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As at September 30, 2025, the assets under management of Lion Global stands at
Singapore dollar 78.6 billion (US$60.9 billion). Lion Global is 70% owned by Great Eastern
Holdings Limited and 30% owned by Orient Holdings Private Limited. Each of Great Eastern
Holdings Limited, which is listed on the Singapore Exchange (Singapore Exchange stock code:
G07), and Orient Holdings Private Limited is a subsidiary of Oversea-Chinese Banking
Corporation Limited, which is listed on the Singapore Exchange (Singapore Exchange stock
code: O39).
As confirmed by Lion Global, it has entered into the cornerstone investment agreement
as principal on a discretionary investment basis as the investment manager for and on behalf
of the following fund(s) and/or client(s) it manages: (i) the LionGlobal Asia Pacific Fund; (ii)
the LionGlobal China Growth Fund; (iii) the LionGlobal Asia High Dividend Equity Fund and
(iv) certain segregated accounts and mandates managed by Lion Global Investors Limited for
and on behalf of The Great Eastern Life Assurance Company Limited and the Great Eastern
Private Trust Limited. The ultimate beneficial owner of such segregated accounts and mandates
is either The Great Eastern Life Assurance Company Limited or the Great Eastern Private Trust
Limited.
As of October 31, 2025, (i) no single investor other than the GreatLink Asia Pacific
Equity Fund holds 30% or more interests in the LionGlobal Asia Pacific Fund; (ii) no single
investor other than the GreatLink China Growth Fund holds 30% or more interests in the
LionGlobal China Growth Fund; and (iii) no single investor other than the GreatLink Asia High
Dividend Equity Fund holds 30% or more interests in the LionGlobal Asia High Dividend
Equity Fund.
The GreatLink Asia Pacific Equity Fund, the GreatLink China Growth Fund and the
GreatLink Asia High Dividend Equity Fund are investment-linked policy (ILP) funds offered
by The Great Eastern Life Assurance Company Limited. The ultimate beneficial owner for each
of the GreatLink Asia Pacific Equity Fund, the GreatLink China Growth Fund and the
GreatLink Asia High Dividend Equity Fund is The Great Eastern Life Assurance Company
Limited.
The Great Eastern Life Assurance Company Limited and the Great Eastern Private Trust
Limited are wholly-owned subsidiaries of Great Eastern Holdings Limited.
Shanghai Greenwoods and CICC Financial Trading Limited (in connection with
Greenwoods OTC Swaps)
CICC Financial Trading Limited (“ CICC FT ”) and China International Capital
Corporation Limited 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
CORNERSTONE INVESTORS
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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, 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 (Greenwoods).
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 F1 to the Listing Rules) of CICCHKS, holding securities on a non-discretionary
basis on behalf of independent third parties.
The CICC FT Ultimate Clients (Greenwoods) are certain domestic private funds managed
by Shanghai Greenwoods Asset Management Co., Ltd. (ʮ̡)
(“Shanghai Greenwoods ”) (including Greenwoods Jingtai Harvest Private Securities
Investment Fund (ږGreenwoods Harvest No. 2 Fund (ᔮ
ϗ2ږGreenwoods Harvest No. 3 Private Fund (ᔮϗ3ږGreenwoods
Harvest No. 6 Private Securities Investment Fund (ᔮϗ6ږ,)
Greenwoods Global Fund (ږGreenwoods Jingtai Global Private Securities
Investment Fund (ږand Greenwoods Zhiyuan Private Fund ( ౻
ږand no single ultimate beneficial owner holds 30% or more interests in each
of such funds. 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 ( ᇸᎀқ)i s
the Chairman, a major shareholder and an ultimate beneficial owner of Shanghai Greenwoods.
CORNERSTONE INVESTORS
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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.
MY Asian
MY Asian Opportunities Master Fund, L.P . (“ MY Asian ”) is a fund established in the
Cayman Islands and managed by MY .Alpha Management HK Advisors Limited (“ MY.Alpha ”),
a hedge fund manager having a Type 4 (Advising on Securities) license and a Type 9 (Asset
Management) license with the SFC, which is indirectly wholly-owned by Masahiko
Y amaguchi, an Independent Third Party. MY .Alpha is headquartered in Hong Kong and
manages assets on behalf of institutions, endowments, foundations, funds of funds, wealthy
individuals and their families. MY .Alpha’s investment strategy is to invest in Asian companies
using a catalyst-driven, fundamental value approach and to provide consistent, superior
risk-adjusted investment returns relatively independent of the overall market. MY Asian has
more than 100 investors and none of the investors holds more than 10% of the fund interests.
Eastspring
Eastspring Investments (Singapore) Limited (“ Eastspring ”), established in 1994 and
headquartered in Singapore, brings over 30 years of investment expertise in Asia. Eastspring
is ultimately 100% held by Prudential plc, a publicly listed company, which has dual primary
listings on the Stock Exchange of Hong Kong (HKEX: 2378) and the London Stock Exchange
(LSE: PRU), and a secondary listing on the Singapore Stock Exchange (SGX: K6S) and a
listing on the New Y ork Stock Exchange (NYSE: PUK) in the form of American Depositary
Receipts.
As of September 30, 2025, Eastspring manages US$286 billion in assets. Eastspring
offers a diverse range of investment strategies for both Asian and non-Asian institutions,
working closely with its local offices to deliver tailored solutions to institutional clients.
Eastspring, acting as the discretionary investment manager for and on behalf of two
discretionary funds (the “ ESI Managed Funds ”), has agreed to participate in the Global
Offering and for such ESI Managed Funds to invest as Cornerstone Investor. The ESI Managed
Funds comprise an open-end mutual fund (namely EASTSPRING INVESTMENTS — ASIA
OPPORTUNITIES EQUITY FUND) and a segregated mandate (namely AHAPAG — ASIA
PACIFIC ACTIVE GROWTH EQUITY PORTFOLIO) established under various jurisdictions
and have multiple holders, who together with their ultimate beneficial owners are, to the best
of the knowledge, information and belief of the Company, Independent Third Parties. The only
ultimate beneficial owner for each of EASTSPRING INVESTMENTS — ASIA
OPPORTUNITIES EQUITY FUND and AHAPAG — ASIA PACIFIC ACTIVE GROWTH
EQUITY PORTFOLIO is Prudential plc.
CORNERSTONE INVESTORS
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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, in its capacity as the investment manager for and on behalf of
the following fund: (i) UBS (Lux) Equity Fund — Greater China (USD); (ii) UBS (Lux) Equity
Fund — China Opportunity (USD); (iii) UBS (HK) Fund Series — China Opportunity Equity
(USD); (iv) UBS (Lux) Equity SICA V — All China (USD); (v) UBS (Lux) Investment SICA V
— China A Opportunity (USD); (vi) UBS (CAY) China A Opportunity; and (vii) certain other
segregated accounts and mandates. There is no single ultimate beneficial owner holding 30%
or more interests in such 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 Y ork Stock Exchange (stock code: UBS).
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, 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.
Aspirational China Growth
Aspirational China Growth GP Limited (“ Aspirational China Growth ”) is a company
incorporated in the Cayman Islands, with Huihui Li (an Independent Third Party) holding 95%
of its shareholding interests. Aspirational China Growth possesses extensive experience in
Asia’s high-tech and consumer investment sectors. It primarily invests in high-value companies
across sectors including AI-related industries, fast-moving consumer goods, cosmetics,
apparel, and pet care.
CORNERSTONE INVESTORS
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Charoen Pokphand
Charoen Pokphand Robot Limited (“ Charoen Pokphand ”) is an investment holding
company incorporated in Hong Kong with limited liabilities and ultimately owned as to 50%
by Ms. Cheng Cheung Ling and 50% by Mr. Tse Eric S Y .
Digital China
Digital China (HK) Limited ( ग़ψᅰᇁ(ಥ)ʮ̡)( “ Digital China ”) is a limited
company incorporated in Hong Kong and a wholly-owned subsidiary of Digital China Group
Co., Ltd. (ʮ̡), a company listed on the Shenzhen Stock Exchange
(000034) (“ Digital China Group ”). Digital China Group, is a leading digital transformation
partner in China, deeply involved in IT distribution, cloud services, and AI-driven industrial
upgrading. Digital China Group is listed on the Shenzhen Stock Exchange and operates
steadily. As the core overseas business vehicle of the Digital China Group, Digital China helps
the Digital China Group connect global resources and empowers the expansion of digital
services in international markets.
Jinxiu 608 and GTJA HK (in connection with the GTJA Back-to-back TRS and Zhonghe
OTC Swaps)
Guotai Junan Investments (Hong Kong) Limited ( ਷इёτᗇՎҳ༟(ಥ)ʮ̡)
(“GTJA HK ”) and Guotai Haitong Securities Co., Ltd. (“ Guotai Haitong ”), and Guotai
Haitong and the Jinxiu No. 608 Private Investment Fund (“ Jinxiu 608 ”o r“ Guotai Haitong
Ultimate Customer (Zhonghe) ”) managed by Jinxiu Zhonghe (Tianjin) Investment
Management Co., Ltd. ( ᎀᔐʕձ(ݵ)ʮ̡)( “ Zhonghe Capital ”) will conduct
a series of cross-border Delta-one over-the-counter swap transactions (“ Zhonghe OTC
Swaps ”). Under these transaction arrangements, GTJA HK will hold the Offer Shares on a
non-discretionary basis to hedge risks for Zhonghe OTC Swaps. After deducting customary
fees and commissions, the economic risks and benefits associated with the underlying offered
shares will be transferred to Guotai Haitong Ultimate Customer (Zhonghe).
Zhonghe OTC Swaps is fully funded by Guotai Haitong Ultimate Customer (Zhonghe).
During the term of the Zhonghe OTC Swaps, all economic gains arising from the Offer Shares
subscribed by GTJA HK will be transferred to Guotai Haitong Ultimate Customer (Zhonghe)
through the swap transaction. All economic losses will also be borne by Guotai Haitong
Ultimate Customer (Zhonghe) through the swap transaction. GTJA HK will not participate in
any distribution of economic gains related to the Offer Shares nor bear any related economic
losses.
Zhonghe OTC Swaps will be linked to the Offer Shares. After the expiration of the
Lock-up Period (as defined in this section below), Guotai Haitong Ultimate Customer
(Zhonghe) may, at its sole discretion, request early termination of the swap transaction; at that
time, GTJA HK may dispose of the offered shares and settle the swap transaction in cash in
CORNERSTONE INVESTORS
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--- page 351 ---
accordance with the terms and conditions of Zhonghe OTC Swaps. Although GTJA HK will
hold the legal title to the Offer Shares, it will not exercise the voting rights attached to such
Shares during the term of the Zhonghe OTC Swaps in accordance with its internal policies.
As far as GTJA HK is aware, Guotai Haitong Ultimate Customer (Zhonghe) is an
independent third party to GTJA HK, Guotai Haitong, and companies within the same group
as Guotai Haitong. Jinxiu 608 is held by several individual investors and two institutional
investors, with no single investor holding 30% or more of its interests. Two institutional
investors include Xianjun (Shanghai) Investment Management Co., Ltd. ( ᜑ⪯(ɪऎ)ҳ༟၍ଣ
ʮ̡) (a company owned as to 65% by an Independent Third Party Y e Feng ( ໢ไ)) and
Shanghai Junxin Management Consulting Partnership (Limited Partnership) (၍ଣፔ
༔ΥྫΆุ(Υྫ)). Zhou Siyuan (Ⴣ), the single largest limited partner and general
partner of Shanghai Junxin Management Consulting Partnership (Limited Partnership), is the
chairman of Shanghai Weihao Chuangxin Investment Management Co., Ltd. (ҳ
ʮ̡). Shanghai Weihao Chuangxin Investment Management Co., Ltd. is an
investment management company jointly established by its management team and OmniVision
Integrated Circuits Group, Inc. (ණϓཥ༩(ණྠ)ʮ̡) (a company listed on the
Shanghai Stock Exchange, Stock Code: 603501).
GTJA HK is a company incorporated in Hong Kong, primarily engaged in trading and
investment activities. It is an indirect wholly-owned subsidiary of Guotai Haitong, whose
shares are dual-listed on the Shanghai Stock Exchange (Stock Code: 601211) and the Hong
Kong Stock Exchange (Stock Code: 2611).
Guotai Haitong Ultimate Customer (Zhonghe) is Zhonghe Capital’s private securities
investment fund. Zhonghe Capital is a wholly-owned subsidiary of Jinxiu Zhonghe (Beijing)
Capital Management Co., Ltd. ( ᎀᔐʕձ(̏ԯ)ʮ̡). Jinxiu Zhonghe (Beijing)
Capital Management Co., Ltd. ( ᎀᔐʕձ(̏ԯ)ʮ̡) is a full-industry-chain
investment company established in China in 2012, managing total assets cumulatively
exceeding RMB26 billion. Leveraging years of capital market investment experience, Zhonghe
Capital has completed investment deployments in over 200 outstanding listed companies and
growth-stage enterprises, establishing deep industry expertise and resource integration
capabilities within relevant investment sectors. As of the Latest Practicable Date, Zhonghe
Capital had a total of nine shareholders, including Mr. Zhang Jingting (ࢬan Independent
Third Party, who held 30.80% of its equity, and there are no other individual shareholder held
30% or more of its equity. Mr. Zhang Jingting is an independent third party to Guotai Haitong
and its group companies.
China Southern
China Southern Asset Management Co., Ltd. (ʮ̡) was established in
China on March 6, 1998, with approval from the China Securities Regulatory Commission, and
on January 4, 2018, it was converted into a joint-stock company and renamed China Southern
Asset Management Co., Ltd. (ʮ̡)( “ China Southern ”). The China
Southern headquarters is located in Shenzhen.
CORNERSTONE INVESTORS
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China Southern’s shareholders include but are not limited to (i) Huatai Securities Co.,
Ltd. (ʮ̡) (holding 41.16% shareholding interest in China Southern), the
shares of which are listed on the Hong Kong Stock Exchange (Stock Code: 6886.HK), the
Shanghai Stock Exchange (Stock Code: 601688.SH), and the London Stock Exchange (Stock
Code: HTSC.UK), and (ii) Industrial Securities Co., Ltd. (ʮ̡) (holding
9.15% shareholding interest in China Southern), the shares of which listed on the Shanghai
Stock Exchange (Stock Code: 601377.SH). No other shareholder holds 30% or more of the
equity in China Southern.
Fullgoal Fund
Established in 2012 in Hong Kong, Fullgoal Asset Management (HK) Limited (“ Fullgoal
HK”) is a wholly owned subsidiary of Fullgoal Fund Management Co., Ltd. (၍ଣϞ
ʮ̡)( “ Fullgoal Fund ”). Fullgoal HK has Type 1 (Dealing in Securities), Type 4 (Advising
on Securities) and Type 9 (Asset Management) licenses issued by the SFC.
Fullgoal Fund is a fund management company established in China in April 1999, and is
one of the first ten fund management companies authorized by the CSRC and other regulatory
authorities to obtain full licenses to provide asset management services in the PRC. Fullgoal
Fund has a registered capital of RMB520 million and its main scope of business includes the
provision of traditional fund management services, fund raising, fund sale and asset
management solutions to both domestic and overseas clients. Fullgoal Fund is a QDII approved
by the relevant PRC authority and is also the first fund management company with foreign
equity participation among the first ten fund management companies in China. The relevant
funds proposed to subscribe for the Offer Shares under the management of Fullgoal Fund are
open-ended publicly raised securities investment funds registered with the CSRC.
The shareholders of Fullgoal Fund include (i) Guotai Haitong Securities Co., Ltd. ( ਷इ
ʮ̡) holding 27.775% in Fullgoal Fund; (ii) Shenwan Hongyuan Securities
Co., Ltd. (ʮ̡) holding 27.775% in Fullgoal Fund; (iii) Bank of Montreal
holding 27.775% in Fullgoal Fund, and (iv) Shandong Financial Asset Management Co., Ltd.
(ʮ̡), holding 16.675% in Fullgoal Fund.
Y eebo
Y eebo Alpha Limited (“ Y eebo”) is incorporated in Hong Kong and its principal activities
are investment holding and information technology service. It is wholly-owned by Y eebo
(International Holdings) Limited, an investment holding company incorporated in Bermuda
and its shares are listed on The Stock Exchange of Hong Kong Limited (stock code: 259).
Y eebo (International Holdings) Limited is principally engaged in investment holding, and the
Group is principally engaged in (i) the manufacture and sale of liquid crystal displays (LCDs),
LCDs modules (LCMs), Thin Film Transistor modules (TFTs) and Capacitive Touch Panel
modules (CTPs) and (ii) providing AI compute and related services.
CORNERSTONE INVESTORS
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EIP
Enhanced Investment Products Limited (“ EIP”) is a fund management company
established in Hong Kong and regulated by the Hong Kong Securities and Futures Commission,
managing offshore private investment funds that invest assets on behalf of institutions and
private professional investors. EIP , founded in 2002, invests in a variety of investment
strategies with the target of bringing consistent and sustainable long-term returns to investors.
EIP is majority owned by V ectis Trust, which is a discretionary trust set up by EIP’s founder,
Tobias Bland, as the settlor for the benefit of his family members. No other investor holds 30%
or more interests in EIP . EIP represents in its capacity as the investment manager three Funds:
(1) E.I.P . China Multi-Strategy Fund SP a segregated portfolio of E.I.P . Funds (Cayman
Islands) SPC. The investor of the E.I.P . China Multi-Strategy Fund SP holding 30% or more
of its interests is a Europe based fund of funds, managed by a European asset management firm
which has more than 20 years of investment history and manages multibillion dollars of assets,
with offices globally in Europe, Asia and North America. The Europe based fund of funds is
a unit-trust with a well diversified investor base and its largest investor has much less than 30%
interest in EIP China Multi-Strategy Fund. (2) E.I.P . China Convertible Bond Fund SP a
segregated portfolio of E.I.P . Funds (Cayman Islands) SPC. There are no investors holding 30%
or more interest in the fund. (3) EIP Hong Zhong Fund a sub-fund of EIP Funds OFC. The
investor of the EIP Hong Zhong Fund holding 30% or more of its interest is a Hong Kong based
fund of fund, which does not have any investors holding more than 30% interest in it.
Tessy Holding Limited
Tessy Holding Limited is a limited liability company incorporated in the British Virgin
Islands, principally engaged in equity investment. It is owned by six Independent Third Parties,
none of which owned 30% or more of the shares of Tessy Holding Limited. As confirmed by
Tessy Holding Limited, it has no ultimate beneficial owner.
New Opportunities SPC
New Opportunities SPC is an exempted company incorporated with limited liability and
registered as a segregated portfolio company in the Cayman Islands, and is acting for the
account of Initial Growth SP . New Opportunities SPC — Initial Growth SP is managed by
Greater Bay Area Development Fund Management Limited as its investment manager. Celestial
Billion Limited is the management shareholder of New Opportunities SPC — Initial Growth
SP . Each of Celestial Billion Limited and Greater Bay Area Development Fund Management
Limited is wholly-owned by Greater Bay Area Homeland Investments Limited, and there is no
ultimate beneficial owner holding 30% or more of the shareholding interests in Greater Bay
Area Homeland Investments Limited.
Huafu International (HK) Financial Holdings Limited ( ശ၅਷ყ(ಥ)ʮ
̡) is the 100% participating shareholder of New Opportunities SPC — Initial Growth SP .
Huafu International (HK) Financial Holdings Limited is 100% held by Huafu Securities
Corporation Limited (ப΂ʮ̡), a company established under the law of the
CORNERSTONE INVESTORS
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PRC. Huafu Securities Corporation Limited is 46.72% owned by Fujian Financial Investment
Co., Ltd (ப΂ʮ̡) and 27% owned by Fujian Investment &
Development Group Co., Ltd. (ப΂ʮ̡), both of which are
ultimately wholly owned by the People’s Government of Fujian Province (ִ݁.)
Set out below is the details of the Cornerstone Placing:
Based on the Offer Price of HK$17.0 (being the low-end of the indicative Offer Price
range set out in this Prospectus)
Cornerstone Investor
Investment
amount (1)
Number
of Offer
Shares (2)
Assuming the Offer Size Adjustment Option
is not exercised
Assuming the Offer Size Adjustment Option
is fully exercised
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
fully exercised
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
fully exercised
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
(US$ in
millions)
3W Fund 80.0 36,628,600 14.79% 1.55% 12.86% 1.53% 12.86% 1.53% 11.18% 1.50%
Qiming Venture
Partners 35.0 16,024,800 6.47% 0.68% 5.63% 0.67% 5.63% 0.67% 4.89% 0.66%
QM125 20.0 9,157,000 3.70% 0.39% 3.21% 0.38% 3.21% 0.38% 2.80% 0.38%
QM120 15.0 6,867,800 2.77% 0.29% 2.41% 0.29% 2.41% 0.29% 2.10% 0.28%
AMF 30.0 13,735,600 5.55% 0.58% 4.82% 0.57% 4.82% 0.57% 4.19% 0.56%
WT Asset Management 30.0 13,735,600 5.55% 0.58% 4.82% 0.57% 4.82% 0.57% 4.19% 0.56%
Hao Great China
Focus Fund 20.0 9,157,000 3.70% 0.39% 3.21% 0.38% 3.21% 0.38% 2.80% 0.38%
Ping An Life Insurance 15.0 6,867,800 2.77% 0.29% 2.41% 0.29% 2.41% 0.29% 2.10% 0.28%
Huadeng Technology 15.0 6,867,800 2.77% 0.29% 2.41% 0.29% 2.41% 0.29% 2.10% 0.28%
Lion Global 15.0 6,867,800 2.77% 0.29% 2.41% 0.29% 2.41% 0.29% 2.10% 0.28%
CICC FT 15.0 6,867,800 2.77% 0.29% 2.41% 0.29% 2.41% 0.29% 2.10% 0.28%
MY Asian 12.0 5,494,200 2.22% 0.23% 1.93% 0.23% 1.93% 0.23% 1.68% 0.23%
Eastspring 10.0 4,578,400 1.85% 0.19% 1.61% 0.19% 1.61% 0.19% 1.40% 0.19%
UBS AM Singapore 10.0 4,578,400 1.85% 0.19% 1.61% 0.19% 1.61% 0.19% 1.40% 0.19%
Taikang Life 10.0 4,578,400 1.85% 0.19% 1.61% 0.19% 1.61% 0.19% 1.40% 0.19%
Aspirational China
Growth 10.0 4,578,400 1.85% 0.19% 1.61% 0.19% 1.61% 0.19% 1.40% 0.19%
Charoen Pokphand 10.0 4,578,400 1.85% 0.19% 1.61% 0.19% 1.61% 0.19% 1.40% 0.19%
Digital China 10.0 4,578,400 1.85% 0.19% 1.61% 0.19% 1.61% 0.19% 1.40% 0.19%
GTJA HK 8.0 3,662,800 1.48% 0.16% 1.29% 0.15% 1.29% 0.15% 1.12% 0.15%
China Southern 8.0 3,662,800 1.48% 0.16% 1.29% 0.15% 1.29% 0.15% 1.12% 0.15%
CORNERSTONE INVESTORS
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--- page 355 ---
Cornerstone Investor
Investment
amount (1)
Number
of Offer
Shares (2)
Assuming the Offer Size Adjustment Option
is not exercised
Assuming the Offer Size Adjustment Option
is fully exercised
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
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
(US$ in
millions)
Fullgoal Fund 8.0 3,662,600 1.48% 0.16% 1.29% 0.15% 1.29% 0.15% 1.12% 0.15%
Fullgoal Fund 4.8 2,197,600 0.89% 0.09% 0.77% 0.09% 0.77% 0.09% 0.67% 0.09%
Fullgoal HK 3.2 1,465,000 0.59% 0.06% 0.51% 0.06% 0.51% 0.06% 0.45% 0.06%
Y eebo 6.5 2,976,000 1.20% 0.13% 1.04% 0.12% 1.04% 0.12% 0.91% 0.12%
EIP 5.0 2,289,200 0.92% 0.10% 0.80% 0.10% 0.80% 0.10% 0.70% 0.09%
Tessy Holding Limited 5.0 2,289,200 0.92% 0.10% 0.80% 0.10% 0.80% 0.10% 0.70% 0.09%
New Opportunities
SPC 5.0 2,289,200 0.92% 0.10% 0.80% 0.10% 0.80% 0.10% 0.70% 0.09%
Total 372.5 170,549,200 68.86% 7.23% 59.87% 7.12% 59.87% 7.12% 52.06% 6.99%
Based on the Offer Price of HK$18.3 (being the mid-point of the indicative Offer Price
range set out in this Prospectus)
Cornerstone Investor
Investment
amount (1)
Number
of Offer
Shares (2)
Assuming the Offer Size Adjustment Option
is not exercised
Assuming the Offer Size Adjustment Option
is fully exercised
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
fully exercised
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
fully exercised
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
(US$ in
millions)
3W Fund 80.0 34,026,600 13.74% 1.44% 11.95% 1.42% 11.95% 1.42% 10.39% 1.40%
Qiming Venture
Partners 35.0 14,886,600 6.01% 0.63% 5.23% 0.62% 5.23% 0.62% 4.54% 0.61%
QM125 20.0 8,506,600 3.43% 0.36% 2.99% 0.36% 2.99% 0.36% 2.60% 0.35%
QM120 15.0 6,380,000 2.58% 0.27% 2.24% 0.27% 2.24% 0.27% 1.95% 0.26%
AMF 30.0 12,760,000 5.15% 0.54% 4.48% 0.53% 4.48% 0.53% 3.90% 0.52%
WT Asset Management 30.0 12,760,000 5.15% 0.54% 4.48% 0.53% 4.48% 0.53% 3.90% 0.52%
CORNERSTONE INVESTORS
– 345 –


--- page 356 ---
Cornerstone Investor
Investment
amount (1)
Number
of Offer
Shares (2)
Assuming the Offer Size Adjustment Option
is not exercised
Assuming the Offer Size Adjustment Option
is fully exercised
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
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
(US$ in
millions)
Hao Great China
Focus Fund 20.0 8,506,600 3.43% 0.36% 2.99% 0.36% 2.99% 0.36% 2.60% 0.35%
Ping An Life Insurance 15.0 6,380,000 2.58% 0.27% 2.24% 0.27% 2.24% 0.27% 1.95% 0.26%
Huadeng Technology 15.0 6,380,000 2.58% 0.27% 2.24% 0.27% 2.24% 0.27% 1.95% 0.26%
Lion Global 15.0 6,380,000 2.58% 0.27% 2.24% 0.27% 2.24% 0.27% 1.95% 0.26%
CICC FT 15.0 6,380,000 2.58% 0.27% 2.24% 0.27% 2.24% 0.27% 1.95% 0.26%
MY Asian 12.0 5,104,000 2.06% 0.22% 1.79% 0.21% 1.79% 0.21% 1.56% 0.21%
Eastspring 10.0 4,253,200 1.72% 0.18% 1.49% 0.18% 1.49% 0.18% 1.30% 0.17%
UBS AM Singapore 10.0 4,253,200 1.72% 0.18% 1.49% 0.18% 1.49% 0.18% 1.30% 0.17%
Taikang Life 10.0 4,253,200 1.72% 0.18% 1.49% 0.18% 1.49% 0.18% 1.30% 0.17%
Aspirational China
Growth 10.0 4,253,200 1.72% 0.18% 1.49% 0.18% 1.49% 0.18% 1.30% 0.17%
Charoen Pokphand 10.0 4,253,200 1.72% 0.18% 1.49% 0.18% 1.49% 0.18% 1.30% 0.17%
Digital China 10.0 4,253,200 1.72% 0.18% 1.49% 0.18% 1.49% 0.18% 1.30% 0.17%
GTJA HK 8.0 3,402,600 1.37% 0.14% 1.19% 0.14% 1.19% 0.14% 1.04% 0.14%
China Southern 8.0 3,402,600 1.37% 0.14% 1.19% 0.14% 1.19% 0.14% 1.04% 0.14%
Fullgoal Fund 8.0 3,402,600 1.37% 0.14% 1.19% 0.14% 1.19% 0.14% 1.04% 0.14%
Fullgoal Fund 4.8 2,041,600 0.82% 0.09% 0.72% 0.09% 0.72% 0.09% 0.62% 0.08%
Fullgoal HK 3.2 1,361,000 0.55% 0.06% 0.48% 0.06% 0.48% 0.06% 0.42% 0.06%
Y eebo 6.5 2,764,600 1.12% 0.12% 0.97% 0.12% 0.97% 0.12% 0.84% 0.11%
EIP 5.0 2,126,600 0.86% 0.09% 0.75% 0.09% 0.75% 0.09% 0.65% 0.09%
Tessy Holding Limited 5.0 2,126,600 0.86% 0.09% 0.75% 0.09% 0.75% 0.09% 0.65% 0.09%
New Opportunities
SPC 5.0 2,126,600 0.86% 0.09% 0.75% 0.09% 0.75% 0.09% 0.65% 0.09%
Total 372.5 158,435,200 63.96% 6.72% 55.62% 6.61% 55.62% 6.61% 48.37% 6.50%
CORNERSTONE INVESTORS
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--- page 357 ---
Based on the Offer Price of HK$19.6 (being the high-end of the indicative Offer Price
range set out in this Prospectus)
Cornerstone Investor
Investment
amount (1)
Number
of Offer
Shares (2)
Assuming the Offer Size Adjustment Option
is not exercised
Assuming the Offer Size Adjustment Option
is fully exercised
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
fully exercised
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
fully exercised
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
(US$ in
millions)
3W Fund 80.0 31,769,600 12.83% 1.35% 11.15% 1.33% 11.15% 1.33% 9.70% 1.30%
Qiming Venture
Partners 35.0 13,899,200 5.61% 0.59% 4.88% 0.58% 4.88% 0.58% 4.24% 0.57%
QM125 20.0 7,942,400 3.21% 0.34% 2.79% 0.33% 2.79% 0.33% 2.42% 0.33%
QM120 15.0 5,956,800 2.40% 0.25% 2.09% 0.25% 2.09% 0.25% 1.82% 0.24%
AMF 30.0 11,913,600 4.81% 0.51% 4.18% 0.50% 4.18% 0.50% 3.64% 0.49%
WT Asset Management 30.0 11,913,600 4.81% 0.51% 4.18% 0.50% 4.18% 0.50% 3.64% 0.49%
Hao Great China
Focus Fund 20.0 7,942,400 3.21% 0.34% 2.79% 0.33% 2.79% 0.33% 2.42% 0.33%
Ping An Life Insurance 15.0 5,956,800 2.40% 0.25% 2.09% 0.25% 2.09% 0.25% 1.82% 0.24%
Huadeng Technology 15.0 5,956,800 2.40% 0.25% 2.09% 0.25% 2.09% 0.25% 1.82% 0.24%
Lion Global 15.0 5,956,800 2.40% 0.25% 2.09% 0.25% 2.09% 0.25% 1.82% 0.24%
CICC FT 15.0 5,956,800 2.40% 0.25% 2.09% 0.25% 2.09% 0.25% 1.82% 0.24%
MY Asian 12.0 4,765,400 1.92% 0.20% 1.67% 0.20% 1.67% 0.20% 1.45% 0.20%
Eastspring 10.0 3,971,200 1.60% 0.17% 1.39% 0.17% 1.39% 0.17% 1.21% 0.16%
UBS AM Singapore 10.0 3,971,200 1.60% 0.17% 1.39% 0.17% 1.39% 0.17% 1.21% 0.16%
Taikang Life 10.0 3,971,200 1.60% 0.17% 1.39% 0.17% 1.39% 0.17% 1.21% 0.16%
Aspirational China
Growth 10.0 3,971,200 1.60% 0.17% 1.39% 0.17% 1.39% 0.17% 1.21% 0.16%
Charoen Pokphand 10.0 3,971,200 1.60% 0.17% 1.39% 0.17% 1.39% 0.17% 1.21% 0.16%
Digital China 10.0 3,971,200 1.60% 0.17% 1.39% 0.17% 1.39% 0.17% 1.21% 0.16%
GTJA HK 8.0 3,176,800 1.28% 0.13% 1.12% 0.13% 1.12% 0.13% 0.97% 0.13%
China Southern 8.0 3,176,800 1.28% 0.13% 1.12% 0.13% 1.12% 0.13% 0.97% 0.13%
Fullgoal Fund 8.0 3,176,600 1.28% 0.13% 1.12% 0.13% 1.12% 0.13% 0.97% 0.13%
Fullgoal Fund 4.8 1,906,000 0.77% 0.08% 0.67% 0.08% 0.67% 0.08% 0.58% 0.08%
Fullgoal HK 3.2 1,270,600 0.51% 0.05% 0.45% 0.05% 0.45% 0.05% 0.39% 0.05%
Y eebo 6.5 2,581,200 1.04% 0.11% 0.91% 0.11% 0.91% 0.11% 0.79% 0.11%
EIP 5.0 1,985,600 0.80% 0.08% 0.70% 0.08% 0.70% 0.08% 0.61% 0.08%
Tessy Holding Limited 5.0 1,985,600 0.80% 0.08% 0.70% 0.08% 0.70% 0.08% 0.61% 0.08%
New Opportunities
SPC 5.0 1,985,600 0.80% 0.08% 0.70% 0.08% 0.70% 0.08% 0.61% 0.08%
Total 372.5 147,926,400 59.72% 6.27% 51.93% 6.17% 51.93% 6.17% 45.16% 6.07%
CORNERSTONE INVESTORS
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--- page 358 ---
Notes:
(1) The investment amount excludes brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange
trading fee, and is calculated based on the exchange rate set out in the section headed “Information about this
Prospectus and the Global Offering — Exchange Rate Conversion” in this Prospectus.
(2) Rounded down to the nearest whole board lot of 200 H Shares, and is calculated based on the exchange rate
set out in the section headed “Information about this Prospectus and the Global Offering — Exchange Rate
Conversion” in this Prospectus.
CLOSING CONDITIONS
The obligation of each of the Cornerstone Investors to subscribe for the Offer Shares
under their respective Cornerstone Investment Agreement is subject to, among other things, the
following closing conditions:
(i) the Hong Kong Underwriting Agreement and the International Underwriting
Agreement being entered into and having become effective and unconditional (in
accordance with their respective original terms or as subsequently waived or varied
by agreement of the parties thereto) by no later than the time and date as specified
in the Hong Kong Underwriting Agreement and the International Underwriting
Agreement, and neither the Hong Kong Underwriting Agreement nor the
International Underwriting Agreement having been terminated;
(ii) the Offer Price having been agreed upon between our Company and the Sponsor-
OCs (for themselves and on behalf of the underwriters of the Global Offering);
(iii) the Listing Committee having granted the approval for the listing of, and permission
to deal in, the H Shares (including the Shares under the Cornerstone Placing) as well
as other applicable waivers and approvals and such approval, permission or waiver
having not been revoked prior to the commencement of dealings in the H Shares on
the Stock Exchange;
(iv) no laws having been enacted or promulgated by any governmental authority which
prohibits the consummation of the transactions contemplated in the Global Offering
or each Cornerstone Investment Agreement, and there being no orders or injunctions
from a court of competent jurisdiction in effect precluding or prohibiting
consummation of such transactions; and
(v) the respective representations, warranties, acknowledgements, undertakings, and
confirmations of the Cornerstone Investors under their respective Cornerstone
Investment Agreement are (as of the date of the respective Cornerstone Investment
Agreement) and will be (as of the Listing Date) accurate, true and complete and not
misleading or deceptive and that there is no material breach of the respective
Cornerstone Investment Agreement on the part of the relevant Cornerstone Investor.
CORNERSTONE INVESTORS
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--- page 359 ---
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each Cornerstone Investor has agreed that without the prior written consent of our
Company, the Joint Sponsors and the Sponsor-OCs, it will not, whether directly or indirectly,
at any time during the period of six months after the Listing Date (the “ Lock-up Period ”),
dispose of, in any way, any of the Offer Shares it has purchased, pursuant to their respective
Cornerstone Investment Agreement, save for certain limited circumstances, such as transfers to
any of its wholly-owned subsidiaries who will be bound by the same obligations of the
Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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--- page 360 ---
You should read the following discussion and analysis with our consolidated
financial information, including the notes thereto, included in the Accountant’ s Report in
Appendix I to this Prospectus. Our consolidated financial information has been prepared
in accordance with IFRS, which may differ in material aspects from generally accepted
accounting principles in other jurisdictions.
The following discussion and analysis contain forward-looking statements that
reflect our current views with respect to future events and financial performance. These
statements are based on our assumptions and analysis in light of our experience and
perception of historical trends, current conditions and expected future developments, as
well as other factors we believe are appropriate under the circumstances. However ,
whether actual outcomes and developments will meet our expectations and predictions
depends on a number of risks and uncertainties, many of which we cannot control or
foresee. In evaluating our business, you should carefully consider all of the information
provided in this Prospectus, including the sections headed “Risk Factors” and
“Business.”
For the purpose of this section, unless the context otherwise requires, references to
2022, 2023 and 2024 refer to our financial years ended December 31 of such years.
Unless the context otherwise requires, financial information described in this section is
described on a consolidated basis.
OVERVIEW
We develop GPGPU chips and GPGPU-based intelligent computing solutions to provide
the foundational computing power required by AI. By integrating self-developed GPGPU-
based hardware and proprietary BIRENSUPA software platform, our solutions support the
training and inferencing of AI models in a broad range of applications from cloud to edge. In
particular, strong performance and high efficiency for large language models (“ LLMs ”)
pre-training, training and inference of our GPGPU-based solutions, which possess high
technology barriers, provide us with key competitive advantages among domestic players. Our
technology forms a critical infrastructure to enable AI and advance AGI, addressing the surging
computational demands across various industries to drive productivity, innovation and
transformation.
Innovation and technology excellence are our core competencies. With the rapid
development of AI, especially through LLMs and generative AI, many businesses have an
increasing need for computing solutions to meet their surging demand for computing power
and harness the power of AI. To meet such demand, we have self-developed our Specialist
Technology Product which is an integrated intelligent computing solution comprising of two
components, namely (i) hardware systems based on our GPGPU architecture and chips, and (ii)
BIRENSUPA, a computing software platform. To better address our customers’ urgent demands
for high-performance computing and intelligent applications, our Specialist Technology
FINANCIAL INFORMATION
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--- page 361 ---
Product can be offered as large-scale intelligent computing clusters, which consist of a large
number of interconnected GPGPU units and that work together to perform parallel processing
tasks and controlled by our BIRENSUPA software platform.
As AI adoption continues to expand, a growing number of companies across diverse
industries are creating innovative AI-enabled products and services, significantly increasing
the demand for computing power. Key sectors, including data centers, AI solutions and
Internet, are at the forefront of the race, significantly increasing their investment in computing
power and related infrastructure. Moreover, leading companies within these industries account
for the majority of capital expenditures on computing power. Hence, we implement the strategy
that targets key industries with high demand for computing power, and form strategic
partnerships with large customers in each industry. These selected key industries include AI
data centers, telecommunications, AI solutions, energy and utilities, financial technology, and
Internet. With localized expertise and on-the-ground customer support, our solutions are
designed to address unique needs of these customers.
 We started to generate revenue from our intelligent computing solutions in 2023.
During the year ended December 31, 2024 and for the six months ended June 30,
2025, we had 14 and 12 customers for our Specialist Technology Product,
respectively, contributing a revenue amounted to RMB336.8 million and RMB58.9
million, respectively.
 As of the Latest Practicable Date, we had 24 unfulfilled binding orders for our
Specialist Technology Product with a total value of approximately RMB821.8
million.
 In addition, as of the Latest Practicable Date, we have entered into five framework
sales agreements and 24 sales contracts for our Specialist Technology Product with
a total value of approximately RMB1,240.7 million, which will contribute to our
future revenue when realized.
BASIS OF PRESENTATION
The historical financial information of our Group has been prepared in accordance with
International Financial Reporting Standards issued by the International Accounting Standards
Board (“ IFRS Accounting Standards ”). The preparation of the historical financial
information in conformity with IFRS Accounting Standards requires the use of certain critical
accounting estimates. It also requires management to make judgements, estimates and
assumptions in the process of applying our accounting policies. Judgements made by
management in the application of IFRS Accounting Standards that have significant effect on
the historical financial information and major sources of estimation uncertainty are discussed
in Note 2 to the Accountant’s Report included in Appendix I to this Prospectus.
FINANCIAL INFORMATION
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--- page 362 ---
FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
We believe that our results of operations are primarily affected by the following factors:
Our Ability to Serve Customers and Capture Market Share
Our business performance depends on the growth of market demand for intelligent
computing chips and our ability to serve customers and capture market share with our
intelligent computing solutions. Our management and sales team have extensive industry
experience and profound knowledge, allowing us to build our brand and acquire customers in
an effective manner. We implement the strategy that targets key industries with high demand
for computing power, and form strategic partnerships with large customers in each industry.
These selected key industries include AI data centers, telecommunications, AI solutions,
energy and utilities, financial technology, and Internet. By serving industry leaders and
forming partnership with large customers, we understand, identify and prioritize core
requirements of target customers in such industries and expect to accelerate market adoption
of our intelligent computing solutions and further expand our presence across additional
segments in such industries. We have also established strategic partnerships with a variety of
companies along the industry value chain to build an active hardware and software ecosystem,
amplifying our influence within the industries and expanding our reach to a wider range of
potential customers. In addition, after customers enter into binding sales orders with us, we
ensure stable and timely deployment of intelligent computing solutions and provide high-
quality customer support, endeavoring to maintain stable and enduring business relationships
with them, which in turn increases our share of customer’s requirements and improve our
financial performance in the long term.
We had continuously expanded our customer base during the Track Record Period, in
2024, we had 14 customers for our Specialist Technology Products, contributing a revenue
amounted to RMB336.8 million. As of the Latest Practicable Date, we have entered into five
framework sales agreements and 24 sales contracts for our Specialist Technology Product with
a total value of approximately RMB1,240.7 million, which will contribute to our future
revenue when realized.
Our Ability to Continuously Develop New Technology and Solutions
Our business performance will depend on our ability to continuously make technological
advancements and expand our product portfolio to better meet the evolving demands of our
customers and enrich our revenue stream. Our core technologies primarily cover GPGPU
architecture, SoC design, hardware system design, and software technologies. See “Business –
Core Technologies Applied in Our Specialist Technology Product” for details. Our Specialist
Technology Products, on which our business activities have been focused since our inception,
are integrated general intelligent computing solutions comprising of GPGPU-based hardware
and BIRENSUPA, a computing software platform. Our ability to continuously develop new
FINANCIAL INFORMATION
– 352 –


--- page 363 ---
superior technology and to improve the breadth and quality of our solutions will further address
the computing needs of diverse use cases and enhance our brand recognition, which thereby
will allow us to gain additional market share and improve our financial performance in long
term.
As we believe that our R&D capabilities will be the main driving force for our long-term
competitiveness and business prospects, we have made significant investments in our R&D
activities during the Track Record Period. Our R&D is led by a strong team with 657
experienced R&D professionals as of June 30, 2025, representing approximately 83% of our
total staff. Our research and development expenses decreased from RMB1,017.9 million in
2022 to RMB885.6 million in 2023, and further decreased to RMB827.0 million in 2024. Such
fluctuation was consistent with the advancement of our R&D stages. Due to the complexity of
our intelligent computing solutions, we have prolonged R&D cycles which significantly affect
the fluctuations of our expenditure. For example, before the commercial launch of our
Specialist Technology Product in 2022, our R&D activities primarily focused on tape-out and
intellectual property licensing and incurred significant costs therefrom, whereas we shifted our
focus to NRE in preparation for future marketing and sales in 2023, resulting in substantially
different cost structure from that in 2022. As we believe our R&D capabilities will be the main
driving force for our long-term competitiveness and business prospects, we expect to continue
incurring substantial expenditure in R&D.
Our Ability to Manage Supply Chain and Production Capacity in a Cost-efficient Manner
Our ability to fulfill customer orders will depend on the prompt and sufficient supply of
raw materials, the availability of manufacturing capacity, affordable packaging and testing
services for mass production of chips, and timely delivery of products. Therefore, our ability
to manage supply chain and production capability in a cost-efficient manner is critical to our
success.
We operate on a fabless basis, and we focus our resources on the most critical stages in
the chip development process, such as chip design. To facilitate the chip design process, we
utilize various items, tools and support services provided from third-party suppliers, such as
certain IPs, EDA tools and Emulators, and may choose to outsource certain backend and
physical design to Design Services vendors. For the manufacturing of our GPGPU products and
procurement of raw materials used in the manufacturing process, we engage third-party
contract manufacturers.
To manage our supply chain, we will focus on deepening our relationships with key
supplier partners to secure future supply of raw materials and manufacturing capacity, and
expanding our supplier base to avoid concentration and over-reliance on suppliers. In addition,
we regularly track our inventory to keep it at a level sufficient to fulfill customers’ orders. We
also proactively assess changes in market conditions and pre-store strategic raw materials in
anticipation of potential supply shortage. However, supply chain disruptions, shortage of raw
FINANCIAL INFORMATION
– 353 –


--- page 364 ---
materials and manufacturing limitations may result in delayed delivery, which in turn would
lead to reduced or canceled orders. See “Risk Factors – Risks Related to Our Business and
Industry – Disruptions in our supply chain could delay our development plans or
commercialization efforts.”
Our Ability to Improve Operating Efficiency
Our path to profitability depends in part on our ability to manage costs and optimize our
operating efficiency. As a result of our efforts to develop and commercialize our intelligent
computing solutions, we incurred and expect to continue incurring substantial expenditure in
R&D, sales activities and general management. We are constantly improving our operating
efficiency in various aspects. For instance, we have streamlined the project management
process to enhance our R&D efficiency and reduce the time-to-market of products. Our sales
team are well prepared to capture business opportunities based on customer demands, and are
able to offer precise suggestions for product design and delivery, minimizing subsequent
changes and rework in the production process. We seek to penetrate selected key industries
with high demands for computing power by penetrating industry leaders, the success of which
will equip us with reputation and industry know-how to expand our customer base continuously
without incurring significant sales and marketing efforts and expenditure. We have also
improved our administrative management to reduce communication costs and improve
collaboration efficiency. Moreover, as we ramp up production of our commercialized products
and continue to execute our product pipeline, we expect to benefit from economies of scale and
further improve our operational efficiency.
Impact of Global Political and Economic Factors
Our financial status and path to profitability have been and may be further affected by
global political and economic factors, such as international relations among countries,
sanctions and export controls. For example, effective October 17, 2023, BIS added certain
entities of our Group to the Entity List, which restricts our ability to purchase or otherwise
access certain goods, software and technology (the “ BIS Listing ”). As direct consequences of
this BIS Listing, we recorded special losses on certain assets of RMB108.7 million in 2023,
including those related to prepayments, intangible assets, inventories and property, plant and
equipment. For details, please see “— Description of Key Consolidated Statements of
Comprehensive Loss Items — Special Losses on Certain Assets.” In recognizing these special
losses, we take a conservative approach and made impairment on all assets with potential
recoverability issues due to the BIS Listing.
For details on the impact of the BIS Listing and the risks thereof, see “Risk Factors –
Risks Related to Our Business and Industry – Effective October 17, 2023, BIS added certain
entities of our Group to the Entity List, which restricts their ability to purchase or otherwise
access certain goods, software and technology” and “Business – Applicable U.S. Laws and
Regulations.”
FINANCIAL INFORMATION
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Some of our accounting policies require us to apply estimates and assumptions as well as
complex judgments related to accounting items. The estimates and assumptions we use and the
judgments we make in applying our accounting policies have a significant impact on our
financial position and operational results. Our management continuously evaluates such
estimates, assumptions and judgments based on past experience and other factors, including
industry practices and expectations of future events which are deemed to be reasonable under
the circumstances. There has not been any material deviation from our management’s estimates
or assumptions and actual results, and we have not made any material changes to these
estimates or assumptions during the Track Record Period. We do not expect any material
changes to these estimates and assumptions in the foreseeable future.
Set forth below are accounting policies that we believe are of critical importance to us or
involve the most significant estimates, assumptions and judgments used in the preparation of
our financial statements. Our material accounting policies, estimates, assumptions and
judgments, which are important for understanding our financial condition and results of
operations, are set forth in further detail in Notes 2 and 4 to the Accountant’s Report included
in Appendix I to this Prospectus.
Revenue Recognition
Sale of products
Intelligent computing solutions
We provide intelligent computing solutions that empower a wide range of critical
applications including AI from cloud to edge. Revenue generates from sales of intelligent
computing solutions primarily includes our main products GPGPU-based hardware and
computing software platform, which is identified as a single performance obligation as we
provide a significant service of integrating the products with its services into a bundled
solution. Revenue is recognized at the point in time when control of intelligent computing
solution is transferred to customers, generally when the adaption is completed and the solution
is accepted by customers.
Contracts with customers may include multiple performance obligations. For such
arrangements, we allocate revenue to each performance obligation based on our relative
standalone selling price. We generally determine standalone selling prices based on the prices
charged to customers. If the standalone selling price is not directly observable, it is estimated
using expected cost plus a margin or adjusted market assessment approach, depending on the
availability of observable information. Assumptions and estimations have been made in
estimating the relative selling price of each distinct performance obligation, and changes in
judgments on these assumptions and estimates may impact the revenue recognition.
FINANCIAL INFORMATION
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The transaction price in the contract reflects the amount of consideration that we expect
to be entitled to, netting off the payment to customer and customer’s agent.
Certain products are sold with support or an extended warranty for the incorporated
system, hardware, and/or software. Support and extended warranty revenue are recognized
rateably over the service period, or as services are performed. Such kind of revenue is included
and reported as revenue from rendering of support or extended warranty service in Note 6(b)
to the Accountant’s Report included in Appendix I to this Prospectus.
Agent fee
We act as an agent during certain transactions of selling hardware, because we do not
obtain the control of the hardware before the hardware are delivered to buyers. Revenue is
recognized on a net basis when the control of the products has been transferred from the
suppliers to the buyers according to the arrangement, generally upon the acceptance of the
hardware.
Gross vs. net determination in revenue recognition
The determination of whether revenue should be reported on a gross or net basis is based
on an assessment of whether we are acting as the principal or an agent in the transactions. If
we provide significant integration service to the hardware and are responsible for the overall
management of the contract, we are the principal in the transaction and recognise revenue at
the gross amount of consideration to which it is entitled from the buyers. We present our
revenue on a net basis when we act as an agent with no control over the underlying hardware
and do not assume inventory risk.
We report the amount received from the buyers and the amounts paid to the suppliers
related to these transactions on a net basis if we are not primarily obligated in a transaction,
do not generally bear the inventory risk and do not have the ability to establish the price.
Rendering of support or extended warranty service
Revenue from providing extended warranty services is recognised in the accounting
period in which the services are rendered.
Rental income from intelligent computing clusters
Rental income from intelligent computing clusters where we lease out a computing cluster
for one year. The related rental income is recognized on a straight-line basis over the lease
term, and the respective leased assets are included in the consolidated balance sheets based on
their nature.
FINANCIAL INFORMATION
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--- page 367 ---
Share-based compensation expenses
We operate certain share incentive plans, under which it receives services from employees
as consideration for equity instruments (including share options and restricted shares) of the
Company. The fair value of the services received in exchange for the grant of the equity
instruments is recognized as an expense on the consolidated statements of comprehensive loss
with a corresponding increase in equity.
Intangible assets
Research and development expenditure
Research expenditure is recognized as an expense as incurred. Development cost is
capitalized only if all of the following criteria are satisfied:
 It is technically feasible to complete the research and development project so that it
will be available for use;
 Management intends to complete the research and development project and use or
sell it;
 There is an ability to use or sell the research and development project;
 It can be demonstrated how the research and development project will generate
probable future economic benefits;
 Adequate technical, financial and other resources to complete the development and
to use or sell the research and development project are available; and
 The expenditure attributable to the research and development project during its
development can be reliably measured.
Other development expenditures that do not meet these criteria are recognized as an
expense as incurred.
IP license
Separately acquired IP licenses are shown at historical cost. They are amortized using the
straight-line method over their estimated finite useful life of 8 years and are subsequently
carried at cost less accumulated amortisation, residual value and impairment losses.
FINANCIAL INFORMATION
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--- page 368 ---
EDA Tools
Separately acquired EDA tools licenses are shown at historical cost. They are amortized
using the straight-line method over their estimated finite useful life ranged from 1 to 10 years
and are subsequently carried at cost less accumulated amortisation and impairment losses.
Purchased computer software
Acquired computer software licenses are capitalised on the basis of the costs incurred to
acquire the specific software. These costs are amortized over the estimated useful lives ranged
from 1 year to 10 years.
Useful life
When determining the useful life, the Directors has taken into the account the (i)
estimated period that can bring economic benefits to us; (ii) the useful life estimated by the
comparable companies in the market.
Investments and other financial assets
We classify our financial assets in the following measurement categories:
 those to be measured subsequently at fair value (either through OCI, or through
profit or loss); and
 those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial
assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss
or OCI. For investments in equity instruments that are not held for trading, this will depend on
whether we have made an irrevocable election at the time of initial recognition to account for
the equity investment at fair value through other comprehensive income (FVOCI).
We reclassify debt investments when and only when our business model for managing
those assets changes.
Regular way purchases and sales of financial assets are recognised on trade date, being
the date on which the group commits to purchase or sell the asset. Financial assets are
derecognised when the rights to receive cash flows from the financial assets have expired or
have been transferred and the group has transferred substantially all the risks and rewards of
ownership.
FINANCIAL INFORMATION
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Redemption liabilities
A contract that contains an obligation to repurchase our Company’s own equity
instruments for cash or another financial asset gives rise to a financial liability for the present
value of the redemption amount, even if our Company’s obligations to purchase is conditional
on the counterparty exercising a right to redeem. We undertake such redemption obligations as
certain preferred rights are granted to the investors in our financing process, such redemption
obligation is recognized as financial liability initially at the present value of the redemption
amount and subsequently measured at amortized cost with changes charged in finance costs.
We derecognize redemption liabilities when, and only when, the redemption obligations
are discharged, canceled or expired. The carrying amount of the redemption liabilities
derecognized is then credited into equity.
Fair value estimation
To provide an indication about the reliability of the inputs used in determining fair value,
we have classified our financial instruments into the three levels prescribed under the
accounting standards. The valuation of the level 3 instruments mainly included financial assets
at fair value through profit or loss in unlisted equity investments, financial assets at fair value
through profit or loss in structured deposits and financial liabilities at fair value through profit
or loss. As these instruments are not traded in an active market, their fair values have been
determined by using various applicable valuation techniques, including discounted cash flows
and market approach etc. See Notes 3.3 to the Accountant’s Report included in Appendix I to
this Prospectus.
Impairment tests for property, plant and equipment, right-of-use assets and intangible
assets
According to IAS 36 “Impairment of assets”, non-financial assets are tested for
impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. For the purpose of impairment review, the recoverable amount of each
CGU is determined based on the higher amount of the fair value less cost of disposal
(“FVLCD ”) and value-in-use (“ VIU”) calculations. Given we were loss-making throughout the
Track Record Period, which is an impairment indicator in the impairment tests for non-
financial assets, including investment property, property, plant and equipment, right-of-use
assets and intangible assets have been conducted by management of our Company with the
assistance of an independent valuer as of December 31, 2022, 2023 and 2024 and June 30,
2025.
(i) Impairment provision on certain PP&E and intangible assets as a result of Sanction
In October 2023, as a result of the Sanction, certain assets including intangible
assets and property, plant and equipment purchased prior to the Sanction effective
date, which were subject to the Export Administration Regulations, could be subject
to export control restrictions under the EAR. Management estimate that our
Company will not be able to apply successfully for the export license for such assets,
and accordingly a full loss on the related assets were made in the year ended
December 31, 2023.
FINANCIAL INFORMATION
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(ii) Impairment provision on certain intangible asset for changing in our business
strategy
As of December 31, 2023, our Company identified impairment indicator of a certain
intellectual property (“ IP”) license, which was not expected to be used due to
change in our business strategy. We negotiated with the licensor about the license
fee in 2023 and an impairment provision of RMB40,301,000 was provided based on
the residual value, which was determined according to the refundable license fee
agreed in the amended license contract.
(iii) Impairment test for the remaining long-term assets
As at December 31, 2022, 2023 and 2024 and June 30, 2025, each investment
property is identified as a separate CGU (“ CGU1 ”) because we lease out the
investment property and earn rental income. There is no impairment provision for
investment properties because the FVLCD of the investment property determined
based on the market price is higher than the carrying amount.
As of December 31, 2022, 2023 and 2024 and June 30, 2025, each public rental
house in property, plant and equipment is identified as a separate CGU (“ CGU2 ”)
because we will finance lease these public rental houses to eligible employees and
earn rental income. There is no impairment provision for public rental houses
because the FVLCD of the public rental house determined based on the market value
is higher than the carrying amount.
As the manufacture of our products are outsourced to third parties, except for the
non-financial assets mentioned above, the remaining mainly includes software,
office equipment and office building related to our R&D activities. The management
considered the remaining non-financial assets as one CGU (“ CGU3 ”) because we
operate in one business as a whole, focusing on the sale of GPGPU, sale of GPGPU
embedded software and related services as well as research and development
activities in relation to GPGPU.
As of December 31, 2022, 2023 and 2024 and June 30, 2025, the recoverable amount
of CGU3 was determined based on VIU calculations. The VIU calculations use cash
flow projections based on business plan for the purpose of impairment reviews
covering an eight-year period respectively. The management considers the length of
the forecast period is appropriate because it generally takes longer for a GPGPU
company to reach a stable growth state, compared to companies in other industries,
especially considering the fact that the new GPGPU industry in China is an
emerging industry with fast growth in the coming years and we are still in the initial
stage of rapid growth. The accuracy and reliability of the information is reasonably
assured by the appropriate budgeting, forecast and control process established by us.
Based on the results of the abovementioned assessments as conducted by
management and the independent external valuer, there was no impairment loss of
CGU3 as of December 31, 2022, 2023 and 2024 and June 30, 2025. The headroom
of CGU3 is about 2.0, 3.1, 7.9 and 10.3 times of the carrying amount, respectively.
FINANCIAL INFORMATION
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The key assumptions used for VIU calculations and recoverable amount of CGU3
are as follows:
As of December 31,
As of
June 30,
2022 2023 2024 2025
Pre-tax discount rate 17.00% 16.00% 15.20% 15.11%
Recoverable amount
(RMB’000) 1,050,005 952,393 2,933,184 4,132,576
DESCRIPTION OF KEY CONSOLIDATED STATEMENTS OF COMPREHENSIVE
LOSS ITEMS
The table below sets forth our consolidated statements of comprehensive loss for the
years indicated derived from our consolidated statements of comprehensive loss set out in the
Accountant’s Report included in Appendix I to this Prospectus:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Revenue 499 62,030 336,803 39,298 58,903
Cost of sales – (14,627) (157,606) (11,395) (40,134)
Gross profit 499 47,403 179,197 27,903 18,769
Selling and marketing expenses (58,144) (55,999) (51,523) (27,645) (27,309)
General and administrative
expenses (199,633) (218,006) (244,160) (130,885) (123,836)
Research and development expenses (1,017,860) (885,646) (826,957) (397,067) (571,616)
Special losses on certain assets – (108,692) – – –
Net impairment (losses)/reversal on
financial assets (201) (1,075) 171 656 463
Other income 76,787 103,062 99,970 38,364 113,348
Other expenses (1,175) (2,181) (2,380) (1,190) (5,239)
Other gains/(losses) – net 65,899 (24,309) 10,534 9,963 3,116
Operating loss (1,133,828) (1,145,443) (835,148) (479,901) (592,304)
Finance income 11,770 17,122 10,095 7,031 13,685
Finance cost (352,129) (615,737) (713,136) (415,557) (1,021,907)
Loss before income tax (1,474,187) (1,744,058) (1,538,189) (888,427) (1,600,526)
Income tax (expenses)/credit (125) 103 89 89 –
Loss for the year/period (1,474,312) (1,743,955) (1,538,100) (888,338) (1,600,526)
FINANCIAL INFORMATION
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Non-IFRS Measures
We use adjusted loss for the year/period (non-IFRS measure), which is a non-IFRS
measure, in evaluating our operating results and for financial and operational decision-making
purposes. We believe that adjusted loss for the year/period (non-IFRS measure) provides useful
information about our results of operations, enhances the overall understanding of our past
performance and future prospects.
Adjusted loss for the year/period (non-IFRS measure) should not be considered in
isolation or construed as an alternative to loss for the year/period. Adjusted loss for the
year/period (non-IFRS measure) presented here may not be comparable to similarly titled
measures presented by other companies. Other companies may calculate similarly titled
measures differently, limiting their usefulness as comparative measures to our data.
We define our adjusted loss for the year/period (non-IFRS measure) by adding back (i)
changes in the carrying value of redemption liabilities, (ii) share-based compensation
expenses, and (iii) listing expenses, to loss for the year/period. We exclude these items because
they are not expected to result in future cash payments. Specifically, (i) changes in the carrying
value of redemption liabilities are non-cash in nature, and the redemption liabilities will be
automatically converted into the equity of our Company upon the completion of the Global
Offering, (ii) share-based compensation expenses relates to the share-based awards that we
grant to employees and Directors and are a non-cash expense, and (iii) listing expenses relates
to this Global Offering.
The following tables present our non-IFRS measures for the periods indicated.
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Loss for the year/period (1,474,312) (1,743,955) (1,538,100) (888,338) (1,600,526)
Add:
Changes in the carrying value of
redemption liabilities 348,030 603,567 674,309 383,077 1,010,932
Share-based compensation expenses 88,031 80,096 82,633 58,242 27,165
Listing expenses – 8,927 13,905 8,810 10,784
Adjusted loss for the year/period
(non-IFRS measure) (1,038,251) (1,051,365) (767,253) (438,209) (551,645)
FINANCIAL INFORMATION
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Revenue
Our principal revenue sources consist of (i) sales of products, including intelligent
computing solutions and agent fee, (ii) rendering of support or extended warranty service, and
(iii) rental income from intelligent computing clusters.
Our revenue increased from RMB0.5 million in 2022 to RMB62.0 million in 2023,
primarily due to an increase of our revenues from intelligent computing solutions. We
commercially launched our Specialist Technology Product in August 2022, and in 2023, we
started to generate revenue from intelligent computing solution and had 12 customers for our
Specialist Technology Products, contributing a revenue amounted to RMB62.0 million. Our
revenue increased from RMB62.0 million in 2023 to RMB336.8 million in 2024, mainly
attributable to the increase in the revenue per customer. Our revenue increased from RMB39.3
million in the six months ended June 30, 2024 to RMB58.9 million in the six months ended
June 30, 2025, primarily due to an increase of our revenues from intelligent computing
solutions, mainly attributable to (i) the increasing customer demands, and (ii) the optimization
of our customer structure, with more leading players in the selected industries.
The table below sets forth a breakdown of our revenue, in absolute amounts and as
percentages of total revenue, for the periods indicated.
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except percentages)
(unaudited)
Sales of products
– Intelligent computing
solutions – – 62,030 100.0 336,794 100.0 39,298 100.0 58,150 98.7
– Agent fee 499 100.0 – – – – – – – –
Rendering of support
or extended
warranty service – – – – 9 0.0 – – 46 0.1
Rental income from
intelligent computing
clusters –– –– –– ––7 0 7 1 . 2
Total 499 100.0 62,030 100.0 336,803 100.0 39,298 100.0 58,903 100.0
FINANCIAL INFORMATION
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--- page 374 ---
Sales of products
Intelligent computing solutions. Our revenues from intelligent computing solutions
represent our revenues generated from our Specialist Technology Product, which are typically
recognized on a gross basis. Our Specialist Technology Products, on which our business
activities have been focused since our inception, are integrated general intelligent computing
solutions comprising of self-developed GPGPU-based hardware and BIRENSUPA, a
computing software platform. Our significant investments in Specialist Technology Product
(see “– R&D Expenditure and Total Operating Expenditure”) had started to generate return in
terms of revenues. We commercially launched our Specialist Technology Product in August
2022 and started to generate revenue from our intelligent computing solutions in 2023. In 2024,
we had 14 customers for our Specialist Technology Products, contributing a revenue amounted
to RMB336.8 million. We expect to generate substantially all of our revenues therefrom going
forward. Our revenues from intelligent computing solutions are recorded on a transaction-basis
and are recognized when or as the control of the goods or services is transferred to a customer.
Agent fee. Our revenues from agent fee represent our revenues generated from sale of
products including servers, other hardware device and software, on an agent basis, which are
not indicative of performance of our primary business. Our revenues from agent fee are
recognized on a net basis.
Rendering of support or extended warranty service
Revenue generated from rendering support or extended warranty services are primarily
related to the customer support or extended warranty services we provided for the intelligent
computing solutions sold.
Rental income from intelligent computing clusters
Rental income from intelligent computing clusters are primarily related to the computing
cluster we lease out for one year, which is recognized on a straight-line basis over the lease
term.
Cost of Sales
During the Track Record Period, our cost of sales consisted primarily of cost of sales of
products, including costs of intelligent computing solutions, such as cost of semiconductors,
tooling costs and software testing costs. Our cost of sales increased from nil in 2022 to
RMB14.6 million in 2023, further increased to RMB157.6 million in 2024, and increased from
RMB11.4 million in the six months ended June 30, 2024 to RMB40.1 million in the six months
ended June 30, 2025, primarily attributable to an increase of our costs of intelligent computing
solutions in line with our business growth.
FINANCIAL INFORMATION
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--- page 375 ---
The table below sets forth a breakdown of our cost of sales by revenue sources, in
absolute amounts and percentages, for the periods indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except percentages)
(unaudited)
Sales of products
– Intelligent computing
solutions – – 14,627 100.0 157,606 100.0 11,395 100.0 40,023 99.7
– Agent fee – – – – – – – – – –
Rendering of support
or extended
warranty service –– –– –– –– ––
Rental income from
intelligent computing
clusters –– –– –– –– 1 1 1 0 . 3
Total – – 14,627 100.0 157,606 100.0 11,395 100.0 40,134 100.0
The table below sets forth a breakdown of our cost of sales by nature, in absolute amounts
and percentages, for the periods indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except percentages)
(unaudited)
Inventories and
consumables used – – 13,325 91.1 140,126 88.9 9,554 83.8 36,748 91.5
Employee benefit
expenses – – 22 0.2 8,900 5.6 888 7.8 985 2.5
Others (1) – – 1,280 8.7 8,580 5.5 953 8.4 2,401 6.0
Total – – 14,627 100.0 157,606 100.0 11,395 100.0 40,134 100.0
Note:
(1) Others primarily include warranty, intellectual property license expenses, depreciation and amortization
as well as inventory provision.
FINANCIAL INFORMATION
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Gross Profit and Gross Profit Margin
We recorded gross profit of RMB0.5 million, RMB47.4 million, RMB179.2 million,
RMB27.9 million and RMB18.8 million in 2022, 2023 and 2024 and for the six months ended
June 30, 2024 and 2025, respectively, representing gross profit margin of 100%, 76.4%, 53.2%,
71.0% and 31.9% during the same periods. Our gross profit margin decreased from 100% in
2022 to 76.4% in 2023, and further decreased to 53.2% in 2024, and decreased from 71.0% in
the six months ended June 30, 2024 to 31.9% in the six months ended June 30, 2025, which
is consistent with the change in our gross profit margin of intelligent computing solutions. This
change is primarily due to the change in the mix of products sold driven by customers’ specific
needs. In 2023, we were at the initial stage of commercialization and generated significant
revenue from a customer. The solution we provided to such customer was the server cluster,
which involved BILI 106M servers and software for additional functionality and features as
requested by the customer. In 2024, our revenue was primarily generated from PCIe card sales,
mainly involving our BILI 106M products, without such customized software components, and
our gross profit margin of 53.2% was in line with the industry’s norm, according to CIC. In the
first half of 2025, we recorded a higher revenue proportion of entry-level products BILI 106C,
compared with a higher revenue proportion of high-end products in the first half of 2024,
which generally have relatively higher gross profit margins.
The table below sets forth a breakdown of our gross profit and gross profit margin by
revenue sources for the periods indicated.
For the year ended December 31,
For the six months ended June
30,
2022 2023 2024 2024 2025
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
RMB % RMB % RMB % RMB % RMB %
(in thousands, except percentages)
(unaudited)
Sales of products
– Intelligent
computing
solutions – – 47,403 76.4 179,188 53.2 27,903 71.0 18,127 31.2
– Agent fee 499 100.0 – – – – – – – –
Rendering of
support or
extended
warranty
service – – – – 9 100.0 – – 46 100.0
Rental income
from intelligent
computing
clusters – – – – – – – – 596 84.3
Total 499 100.0 47,403 76.4 179,197 53.2 27,903 71.0 18,769 31.9
FINANCIAL INFORMATION
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Research and Development Expenses
During the Track Record Period, the total amount of our R&D expenses were incurred for
our Specialist Technology Product. We do not capitalize R&D expenses nor allocate them by
Specialist Technology Product. The fluctuation in our R&D expenses during the Track Record
Period was primarily due to the different development stage of our R&D activities, which
requires more investment in R&D expenses at the early development stage. The following table
sets forth a breakdown of our R&D expenses by nature, in absolute amount and percentages,
for the periods indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except percentages)
(unaudited)
Employee benefit
expenses 604,568 59.4 624,873 70.6 564,497 68.3 320,562 80.7 317,571 55.6
Design and
development
expenses 112,633 11.1 28,617 3.2 117,139 14.2 5,537 1.4 146,618 25.6
Depreciation and
amortization 139,064 13.7 159,225 18.0 78,401 9.5 38,507 9.7 43,026 7.5
Inventories and
consumables used 37,370 3.7 20,211 2.3 8,550 1.0 7,236 1.8 5,939 1.0
Intellectual property
license expenses 73,856 7.3 8,027 0.9 2,382 0.3 1,326 0.3 1,321 0.2
Others 50,369 4.8 44,693 5.0 55,988 6.7 23,899 6.1 57,141 10.1
Total 1,017,860 100.0 885,646 100.0 826,957 100.0 397,067 100.0 571,616 100.0
Employee benefit expenses . Employee benefit expenses primarily represent employee
compensation for our R&D personnel.
Design and development expenses . The design and development expenses primarily
represent fees paid to third-party vendors for research and development activities not related
to our core technologies. Our design and development expenses decreased from RMB112.6
million in 2022 to RMB28.6 million in 2023, mainly because we incurred less tape-out costs
in 2023, then increased to RMB117.1 million in 2024, mainly due to increased design service
fee for new products and solutions in 2024, and further increased from RMB5.5 million in the
six months ended June 30, 2024 to RMB146.6 million in the six months ended June 30, 2025,
mainly because of our increased design service fee, primarily NRE solutions, for the
development of new products such as BR166.
FINANCIAL INFORMATION
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Depreciation and amortization . Depreciation and amortization expenses primarily
represent depreciation and amortization of fixed assets, intangible assets and right-of-use
assets utilized in research and development activities.
Inventories and consumables used . Inventories and consumables used in our R&D
expenses primarily represent materials expenses in connection with R&D testing during our
new product introduction.
Intellectual property license expenses . Intellectual property license expenses represent
the one-time upfront license fees that we paid third parties for intellectual properties used in
research and development activities.
Others . Others primarily include (i) Internet Data Center (IDC) hosting fees, (ii) IP
application fees and agency fees (iii) office and travel expenses and (iv) expenses incurred for
our joint research projects with multiple top universities.
Historically, we have made significant investments in our research and development
activities as we continued to develop our intelligent computing solutions, expanded our
research and development team and procured relevant intellectual property rights. In 2022,
2023 and 2024 and for the six months ended June 30, 2024 and 2025, we incurred research and
development expenses of RMB1,017.9 million, RMB885.6 million, RMB827.0 million,
RMB397.1 million and RMB571.6 million, respectively. We believe that continuous
investment in research and development is vital to our future growth. We will continue to invest
in research and development, including recruiting additional R&D talent, procuring intellectual
property licenses, facilities and equipment, and developing new products. Employee benefit
expenses remained the single largest component of our research and development expenses
during the Track Record Period, accounting for 59.4%, 70.6%, 68.3%, 80.7% and 55.6% of our
total research and development expenses in 2022, 2023 and 2024 and for the six months ended
June 30, 2024 and 2025, respectively.
See “– R&D Expenditure and Total Operating Expenditure” for a detailed analysis on the
composition of our R&D expenditure, including calculation of our R&D expenditure ratio.
Selling and Marketing Expenses
Our selling and marketing expenses primarily consist of (i) employee benefit expenses,
which primarily represent employee compensation for our selling and marketing personnel, (ii)
office and travel expenses incurred for our selling and marketing activities, (iii) depreciation
and amortization, which primarily includes expenses for property, plant and equipment and
right-of-use assets assigned to our selling and marketing personnel or used in sales activities,
and (iv) marketing and promotion expenses, mainly incurred for our product launch events and
participation in industry conferences.
FINANCIAL INFORMATION
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The following table sets forth a breakdown of our selling and marketing expenses by
nature, in absolute amounts and percentages, for the periods indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except percentages)
(unaudited)
Employee benefit expenses 47,078 81.0 39,947 71.3 33,608 65.2 16,565 59.9 21,138 77.4
Office and travel expenses 2,494 4.3 12,189 21.8 10,768 20.9 6,658 24.1 4,278 15.7
Depreciation and
amortization 2,564 4.4 2,803 5.0 1,485 2.9 706 2.6 850 3.1
Marketing and promotion
expenses 5,475 9.4 416 0.7 1,363 2.7 752 2.7 99 0.4
Others
(1) 533 0.9 644 1.2 4,299 8.3 2,964 10.7 944 3.4
Total 58,144 100.0 55,999 100.0 51,523 100.0 27,645 100.0 27,309 100.0
Notes:
(1) Others primarily include accrual of warranty provision and other miscellaneous expenses.
In 2022, 2023 and 2024 and for the six months ended June 30, 2024 and 2025, we incurred
selling and marketing expenses of RMB58.1 million, RMB56.0 million, RMB51.5 million,
RMB27.6 million and RMB27.3 million, respectively. The decrease from 2022 to 2024 were
primarily attributable to the decrease in employee benefit expenses, mainly due to the
optimization of our compensation structure. Employee benefit expenses remained the single
largest component of our selling and marketing expenses during the Track Record Period,
accounting for 81.0%, 71.3%, 65.2%, 59.9% and 77.4% of total selling and marketing expenses
in 2022, 2023 and 2024 and for the six months ended June 30, 2024 and 2025, respectively.
We plan to continue to spend on sales and marketing to promote our brand, deepen our
relationships with our existing customers and attract new customers. As a result, we expect our
selling and marketing expenses to increase in absolute amount in the foreseeable future.
Meanwhile, we expect our selling and marketing expenses to decrease as a percentage of our
total revenue as we benefit from our enhanced brand awareness, established customer base and
economy of scale.
FINANCIAL INFORMATION
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General and Administrative Expenses
Our general and administrative expenses consist primarily of (i) employee benefit
expenses, which primarily represent employee compensation for our general and administrative
personnel, (ii) office and travel expenses incurred for our general and administrative activities,
(iii) depreciation and amortization, which primarily includes depreciation and expenses of our
property, plant and equipment, intangible assets and right-of-use assets assigned to our general
and administrative personnel or used in administrative activities and (iv) professional service
fees, which primarily represent professional service fees related to our legal, finance, tax,
recruiting and other related activities, including those related to the Global Offering. Our
general and administrative expenses increased from RMB199.6 million in 2022 to RMB218.0
million in 2023, primarily attributable to an increase in office and travel expenses, driven by
the office administrative needs in line with our business expansion; then increased to
RMB244.2 million in 2024, primarily attribute to an increase in professional service fees. The
decrease from RMB130.9 million in the six months ended June 30, 2024 to RMB123.8 million
in the six months ended June 30, 2025 were primarily due to decreases in employee benefit
expenses and office and travel expenses.
The table below sets forth a breakdown of our general and administrative expenses by
nature, in absolute amounts and percentages, for the periods indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except percentages)
(unaudited)
Employee benefit
expenses 117,396 58.8 114,973 52.7 115,844 47.4 71,620 54.7 56,946 46.0
Office and travel
expenses 28,775 14.4 38,367 17.6 39,925 16.4 21,783 16.6 16,977 13.7
Depreciation and
amortization 33,687 16.9 35,453 16.3 36,014 14.8 15,892 12.1 15,200 12.3
Professional service fees 12,319 6.2 10,534 4.8 25,456 10.4 3,781 2.9 12,881 10.4
Listing expenses – – 8,927 4.1 13,905 5.7 8,810 6.7 10,784 8.7
Others
(1) 7,456 3.7 9,752 4.5 13,016 5.3 8,999 7.0 11,048 8.9
Total 199,633 100.0 218,006 100.0 244,160 100.0 130,885 100.0 123,836 100.0
Notes:
(1) Others primarily include miscellaneous items such as business taxes and surcharges.
FINANCIAL INFORMATION
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Net impairment (Losses)/Reversal on Financial Assets
Our net impairment losses or reversal on financial assets represent credit losses or
reversal on our financial assets, mainly including trade receivables and other receivables. We
recorded net impairment losses on financial assets of RMB0.2 million and RMB1.1 million in
2022 and 2023, respectively, and net impairment reversal on financial assets of RMB0.2
million, RMB0.7 million and RMB0.5 million in 2024 and for the six months ended June 30,
2024 and 2025, respectively. The changes between 2022 and 2024 were primarily due to the
fluctuation in our loss allowance for trade receivables.
Special Losses on Certain Assets
Our special losses on certain assets consist of special losses on (i) prepayments associated
with certain suppliers subject to the restrictions, (ii) intangible assets associated with EDA
software where our access is restricted as a result of the BIS Listing, (iii) inventories (raw
materials used for production which are subject to the EAR) located at certain suppliers subject
to the restrictions, and (iv) property, plant and equipment associated with equipment used in
our R&D activities. Certain assets, including inventories, intangible assets and PP&E
purchased or prepayments made prior to the BIS Listing, which were subject to the Export
Administration Regulations, could be subject to export control restrictions. Our Management
estimated that we will not be able to apply successfully for the export license for such assets,
and accordingly a full loss on the related assets were made in the year ended December 31,
2023, which represented the direct consequences of the BIS Listing and were non-recurring in
nature. Despite that after the BIS Listing we may continue accessing and using items obtained
prior to the BIS Listing, we may not be able to obtain maintenance and repair services for the
intangible assets and equipment, and the inventories may not be able to be transferred back to
us. Moreover, as we have updated our solutions after the BIS Listing, which no longer require
such assets after the BIS Listing. For details on the impact of the BIS Listing and the risks
thereof, see “Risk Factors – Risks Related to Our Business and Industry – Effective October
17, 2023, BIS added certain entities of our Group to the Entity List, which restricts their ability
to purchase or otherwise access certain goods, software and technology” and “Business –
Applicable U.S. Laws and Regulations.” We recorded special losses on certain assets of nil,
RMB108.7 million, nil, nil and nil in 2022, 2023 and 2024 and for the six months ended June
30, 2024 and 2025, respectively.
Other Income
Our other income consists of (i) government grants, primarily comprising financial
subsidies received from local government authorities, (ii) interest income on bank deposits,
(iii) rental income, and (iv) tax refunds. We recorded other income of RMB76.8 million,
RMB103.1 million, RMB100.0 million, RMB38.4 million and RMB113.3 million in 2022,
2023 and 2024 and for the six months ended June 30, 2024 and 2025, respectively. The changes
during the Track Record Period were primarily due to the fluctuations in government grants.
FINANCIAL INFORMATION
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The table below sets forth a breakdown of our other income for the periods indicated:
For the year ended December 31,
For the six months ended
June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Government grants
– Financial subsidies 57,055 70,105 58,151 17,668 100,312
– Individual income tax
refund 624 1,285 1,362 1,362 1,350
Interest income on bank
deposits 17,097 27,915 36,301 17,266 7,366
Rental income 1,983 3,757 4,149 2,068 1,896
Others 28 – 7 – 2,424
Total 76,787 103,062 99,970 38,364 113,348
Government grants mainly consist of non-recurring financial assistance from government
authorities, include (i) grants to encourage development of the GPU technology, (ii)
compensation for R&D expenditure, and (iii) subsidies for our business operation. We
recognize certain financial assistance as government grants in other income only when we
satisfy the applicable contractual obligations or conditions, such as compliance with financial
incentive agreements or relevant government policies. There are no unfulfilled conditions or
contractual obligations relating to our recognized government grants during the Track Record
Period.
Other Gains or Losses, Net
Our other gains or losses, net consists primarily of (i) fair value gains on short-term
investments measured at fair value through profit or loss, representing the structured deposits
issued by reputable banks in Chinese Mainland, (ii) fair value gains on long-term investment
measured at fair value through profit or loss, representing the long-term unlisted equity
securities, (iii) fair value gains on convertible debentures, (iv) gains or losses on disposal of
property, plant and equipment, (v) gain on disposal of right-of-use assets, (vi) impairment loss
on intangible assets, (vii) donations, and (viii) net foreign exchange gains or losses. We
recorded other gains, net of RMB65.9 million, RMB10.5 million, RMB10.0 million and
RMB3.1 million in 2022 and 2024 and for the six months ended June 30, 2024 and 2025,
respectively, and we recorded other losses, net of RMB24.3 million in 2023. The changes
between 2022 and 2024 were primarily because we recorded impairment loss on intangible
assets of RMB40.3 million recorded in 2023, as we ceased to use certain intellectual property
licenses resulting from the adjustment of our intellectual property strategy, technical direction
and R&D priorities. The decrease from the first half of 2024 to the same period of 2025 was
FINANCIAL INFORMATION
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--- page 383 ---
primarily due to the changes in fair value gains on short-term investments measured at fair
value through profit or loss, as well as fair value losses on long-term equity investment
measured at fair value through profit or loss.
The table below sets forth a breakdown of our other gains or losses, net, for the periods
indicated:
For the year ended December 31,
For the six months ended
June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Fair value gains/(losses) on
long-term equity investment
measured at fair value
through profit or loss 11,988 633 788 745 (3,384)
Fair value gains on short-term
investments measured at
fair value through profit or
loss 39,045 24,769 18,450 12,684 2,479
Fair value gains on
convertible debentures – – – – 364
Gains/(losses) on disposal of
property, plant and
equipment 31 (3,527) 229 148 120
Gains on disposal of right-of-
use assets – 595 218 218 –
Impairment loss on intangible
assets – (40,301) – – –
Donations (1,690) (410) (2,277) – –
Net foreign exchange
gains/(losses) 16,864 (3,658) (4,853) (1,965) 3,695
Others (339) (2,410) (2,021) (1,867) (158)
Total 65,899 (24,309) 10,534 9,963 3,116
Operating Loss
As a result of the foregoing, we had operating loss of RMB1,133.8 million, RMB1,145.4
million, RMB835.1 million, RMB479.9 million and RMB592.3 million in 2022, 2023 and 2024
and for the six months ended June 30, 2024 and 2025, respectively.
FINANCIAL INFORMATION
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Finance Income
Our finance income consists of (i) interest income on cash and cash equivalents and bank
deposits and (ii) interest income from finance lease receivables. We recorded finance income
of RMB11.8 million, RMB17.1 million, RMB10.1 million, RMB7.0 million and RMB13.7
million in 2022, 2023 and 2024 and for the six months ended June 30, 2024 and 2025,
respectively. The changes during the Track Record Period were primarily due to the
fluctuations in our interest income on cash and cash equivalents.
Finance Costs
Our finance costs consist of (i) changes in the carrying value of redemption liabilities, (ii)
interest expenses from investment intention deposits, (iii) interest expense from borrowings
and (iv) interest and finance charges paid or payable for lease liabilities and long term
payables. We recorded finance costs of RMB352.1 million, RMB615.7 million, RMB713.1
million, RMB415.6 million and RMB1,021.9 million in 2022, 2023 and 2024 and for the six
months ended June 30, 2024 and 2025, respectively. The increases during the Track Record
Period were primarily due to the increased balance of redemption liabilities.
Income Tax Expenses/(Credit)
We recorded income tax expenses of RMB125 thousand in 2022, and recorded income tax
credit of RMB103 thousand, RMB89 thousand, RMB89 thousand and nil in 2023 and 2024 and
for the six months ended June 30, 2024 and 2025, respectively.
Loss for the Y ear/Period
As a result of the foregoing, we recorded losses of RMB1,474.3 million, RMB1,744.0
million, RMB1,538.1 million, RMB888.3 million and RMB1,600.5 million in 2022, 2023 and
2024 and for the six months ended June 30, 2024 and 2025, respectively.
TAXATION
PRC
The income tax provision of our Group in respect of our operations in Chinese Mainland
was calculated at tax rate of 25% on the assessable profits for the respective year presented,
based on the existing legislation, interpretations and practices in respect thereof.
Certain subsidiaries in Chinese Mainland were qualified as “Small and Low-Profit
Enterprise” in 2024. Due to tax loss status in 2024, these subsidiaries did not actually enjoy
20% preferential CIT rate and Beijing Biren Technology Development Co., Ltd., a subsidiary
of our Group is qualified for new/high-tech technology enterprises status and enjoyed
preferential income tax rate of 15% from 2024 to 2026.
FINANCIAL INFORMATION
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The State Taxation Administration of the People’s Republic of China announced in
September 2018 that enterprises engaging in research and development activities would entitle
to claim 175% of their research and development expenses (“ Super Deduction ”) from January
1, 2018 to December 31, 2020, and announced in March 2021 to extend this preferential claim
percentage to December 31, 2023. As announced in March 2022 and September 2022,
technology-based small and medium-sized enterprises would entitle to claim 200% of their
research and development expenses from January 1, 2022 and other enterprises would entitle
to claim 200% of their research and development expenses from October 1, 2022 to December
31, 2022. In March 2023, The State Taxation Administration of the People’s Republic of China
announced that enterprises would entitle to claim 200% of their research and development
expenses from January 1, 2023.
Our Group has made our best estimate for the Super Deduction to be claimed for our
Group’s entities in ascertaining their assessable profits during the Track Record Period.
Singapore
The entity incorporated in Singapore is subject to Singapore income tax at a rate of 17%
for taxable income earned in Singapore.
No provision for Singapore income tax was made as our Group had no estimated
assessable profit that was subject to Singapore income tax during the Track Record Period.
Hong Kong
The entity incorporated in Hong Kong is subject to Hong Kong profits tax at a rate of
8.25% on assessable profits up to HKD2 million and 16.5% on any part of assessable profits
over HKD2 million for the years presented.
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Revenue
Our revenue increased from RMB39.3 million in the six months ended June 30, 2024 to
RMB58.9 million in the six months ended June 30, 2025, primarily due to an increase of our
revenues from intelligent computing solutions, mainly attributable to (i) the increasing
customer demands, evidenced by the increasing customer number from 4 in the first half of
2024 to 12 in the first half of 2025, and the increasing transaction number from 9 in the
first half of 2024 to 33 in the first half of 2025, and (ii) the optimization of our customer
structure, with more leading players in the selected industries.
FINANCIAL INFORMATION
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Cost of Sales
Our cost of sales increased from RMB11.4 million in the six months ended June 30, 2024
to RMB40.1 million in the six months ended June 30, 2025, primarily due to an increase of our
costs of intelligent computing solutions in line with our revenues growth. Our inventories and
consumables used increased from RMB9.6 million in the six months ended June 30, 2024 to
RMB36.7 million in the six months ended June 30, 2025, as we sold more products driven by
rising customer demand.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit decreased from RMB27.9 million in the six
months ended June 30, 2024 to RMB18.8 million in the six months ended June 30, 2025. Our
gross profit margin decreased from 71.0% in the six months ended June 30, 2024 to 31.9% in
the six months ended June 30, 2025, which is consistent with the change in our gross profit
margin of intelligent computing solutions. This change is primarily due to the change in the
mix of products sold driven by customers’ specific needs, with a higher revenue proportion of
high-end products in the first half of 2024, which typically have higher gross profit margin,
compared with a higher revenue proportion of entry-level products BILI 106C in the first half
of 2025.
Research and Development Expenses
Our research and development expenses increased from RMB397.1 million in the six
months ended June 30, 2024 to RMB571.6 million in the six months ended June 30, 2025,
primarily due to (i) an increase in design and development expenses, mainly because of our
increased design service fee, primarily NRE solutions, for the development of new products
such as BR166, and (ii) an increase in other research and development expenses, mainly
because of our increased joint research projects, IDC hosting fees and equipment leasing fees
incurred for the development of new products.
Selling and Marketing Expenses
Our selling and marketing expenses slightly decreased from RMB27.6 million in the six
months ended June 30, 2024 to RMB27.3 million in the six months ended June 30, 2025,
primarily due to a decrease in office and travel expenses, mainly as a result of our expense
control efforts.
General and Administrative Expenses
Our general and administrative expenses decreased from RMB130.9 million in the six
months ended June 30, 2024 to RMB123.8 million in the six months ended June 30, 2025,
primarily due to (i) a decrease in employee benefit expenses, mainly because of the
optimization of compensation structure, and (ii) a decrease in office and travel expenses,
mainly as a result of our expense control efforts.
FINANCIAL INFORMATION
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Net Impairment Reversal on Financial Assets
Our net impairment reversal on financial assets remained relatively stable at RMB0.7
million in the six months ended June 30, 2024 and RMB0.5 million in the six months ended
June 30, 2025.
Special Losses on Certain Assets
We did not record special losses on certain assets in the six months ended June 30, 2024
and 2025.
Other Income
Our other income increased from RMB38.4 million in the six months ended June 30, 2024
to RMB113.3 million in the six months ended June 30, 2025, primarily due to the increase in
government grants, primarily because we received additional government grants from the local
government to encourage enterprise innovation and technology advancement in the six months
ended June 30, 2025.
Other Expenses
Our other expenses increased from RMB1.2 million in the six months ended June 30,
2024 to RMB5.2 million in the six months ended June 30, 2025, primarily due to the increase
in disposal costs of purchased raw materials which were no longer required as a result of the
adjustment in the R&D direction for BR110 in 2025.
Other Gains or Losses, Net
Our net other gains decreased from RMB10.0 million in the six months ended June 30,
2024 to RMB3.1 million in the six months ended June 30, 2025, primarily due to (i) the
decrease in fair value gains on short-term investments measured at fair value through profit or
loss, mainly driven by our strategic cash management, and (ii) we recorded fair value losses
on long-term equity investment measured at fair value through profit or loss in the six months
ended June 30, 2025, as compared to fair value gains in the six months ended June 30, 2024,
mainly because of the fair value change of the unlisted securities.
Operating Loss
As a result of the foregoing, our operating loss increased from RMB479.9 million in the
six months ended June 30, 2024 to RMB592.3 million in the six months ended June 30, 2025.
Finance Income
Our finance income increased from RMB7.0 million in the six months ended June 30,
2024 to RMB13.7 million in the six months ended June 30, 2025, primarily due to the increase
in our interest income on cash and cash equivalents, resulting from the increased balance of our
cash and cash equivalents.
FINANCIAL INFORMATION
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Finance Costs
Our finance costs increased from RMB415.6 million in the six months ended June 30,
2024 to RMB1,021.9 million in the six months ended June 30, 2025, primarily due to the
increased balance of redemption liabilities, mainly resulting from the Pre-IPO Investments in
2025 as well as the increase in the fair value of the equity of our Company.
Income Tax Expenses/(Credit)
We did not have income tax expenses or credit in the six months ended June 30, 2025, as
compared to income tax credit of RMB89 thousand in the six months ended June 30, 2024.
Loss for the Period
As a result of the foregoing, our losses for the period increased from RMB888.4 million
in the six months ended June 30, 2024 to RMB1,600.5 million in the six months ended June
30, 2025.
Y ear Ended December 31, 2024 Compared to Y ear Ended December 31, 2023
Revenue
Our revenue increased from RMB62.0 million in 2023 to RMB336.8 million in 2024,
primarily due to an increase of our revenues from intelligent computing solutions, mainly
attributable to the increase in the revenue per customer. Our customers in 2024 were mainly
leading players in the selected industries, compared to customers in 2023, which were mainly
small-scale and purchased our intelligent computing solutions primarily for trial.
Cost of Sales
Our cost of sales increased from RMB14.6 million in 2023 to RMB157.6 million in 2024,
primarily attributable to an increase of our costs of intelligent computing solutions in line with
our revenues growth.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased from RMB47.4 million in 2023 to
RMB179.2 million in 2024. Our gross profit margin decreased from 76.4% in 2023 to 53.2%
in 2024, which is consistent with the change in our gross profit margin of intelligent computing
solutions. This change is primarily due to the change in the mix of products sold driven by
customers’ specific needs. In 2023, we were at the initial stage of commercialization and
generated significant revenue from a customer. The solution we provided to such customer was
the server cluster, which involved BILI 106M and customized software with higher gross profit
margin. In 2024, our revenue was primarily generated from PCIe card sales, mainly involving
our BILI 106M products, without software components, and our gross profit margin of 53.2%
was in line with the industry’s norm, according to CIC.
FINANCIAL INFORMATION
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--- page 389 ---
Research and Development Expenses
Our research and development expenses decreased by 6.6% from RMB885.6 million in
2023 to RMB827.0 million in 2024, primarily attributable to (i) a decrease in depreciation and
amortization from RMB159.2 million to RMB78.4 million, mainly due to we recorded
impairment losses on EDA tools and IP license in 2023, and (ii) a decrease in employee benefit
expenses from RMB624.9 million to RMB564.5 million, mainly due to the optimization of the
R&D personnel structure, partially offset by an increase in design and development expenses
from RMB28.6 million to RMB117.1 million, mainly due to increased design service fee for
new products and solutions in 2024. As we believe our R&D capabilities will be the main
driving force for our long-term competitiveness and business prospects, we expect to continue
incurring substantial expenditure in R&D.
Selling and Marketing Expenses
Our selling and marketing expenses decreased by 8.0% from RMB56.0 million in 2023
to RMB51.5 million in 2024, primarily attributable to a decrease in employee benefit expenses
from RMB39.9 million to RMB33.6 million due to the optimization of compensation structure
of our sales and marketing team.
General and Administrative Expenses
Our general and administrative expenses increased by 12.0% from RMB218.0 million in
2023 to RMB244.2 million in 2024, primarily attribute to an increase in professional service
fees from RMB10.5 million to RMB25.5 million.
Net Impairment (Losses)/Reversal on Financial Assets
We recorded net impairment losses on financial assets of RMB1.1 million in 2023 and net
impairment reversal on financial assets of RMB0.2 million in 2024, mainly due to the decrease
in loss allowance for trade receivables.
Special Losses on Certain Assets
We recorded special losses on certain assets of RMB108.7 million in 2023 and nil in
2024. These special losses represented the direct consequences of the BIS Listing and were
non-recurring in nature. For details, please see “– Description of Key Consolidated Statements
of Comprehensive Loss Items – Special Losses on Certain Assets.”
Other Income
Our other income remained relatively stable at RMB103.1 million in 2023 and RMB100.0
million in 2024 mainly due to the decrease of government grants, primarily because part of the
government grants received in 2023 was not recurring in nature, offset by the increase of
interest income on bank deposits.
FINANCIAL INFORMATION
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Other Expenses
Our other expenses at RMB2.2 million in 2023 and RMB2.4 million in 2024, which
primarily related to the depreciation of our investment properties in Zhuhai.
Other (Losses)/Gains, Net
We recorded other losses, net of RMB24.3 million in 2023, and other gains, net of
RMB10.5 million in 2024, mainly because we recorded impairment loss on intangible assets
of RMB40.3 million in 2023 and did not record such impairment loss in 2024 as we ceased to
use certain intellectual property licenses resulting from the adjustment of our intellectual
property strategy, technical direction and R&D priorities, partially offset by a decrease in fair
value gains on short-term investments measured at fair value through profit or loss, mainly
because we invested in fewer structured products as well as the fair value change of short-term
investments.
Operating Loss
As a result of the foregoing, our operating loss decreased from RMB1,145.4 million in
2023 to RMB835.1 million in 2024.
Finance Income
Our finance income decreased from RMB17.1 million in 2023 to RMB10.1 million in
2024, primarily due to a decrease of our interest income on cash and cash equivalents.
Finance Costs
Our finance costs increased from RMB615.7 million in 2023 to RMB713.1 million in
2024, primarily due to the increased balance of redemption liabilities.
Income Tax Credit
Our income tax credit remained relatively stable at RMB103 thousand in 2023 and
RMB89 thousand in 2024.
Loss for the Y ear
As a result of the foregoing, our losses for the year decreased from to RMB1,744.0
million in 2023 to RMB1,538.1 million in 2024.
FINANCIAL INFORMATION
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Y ear Ended December 31, 2023 Compared to Y ear Ended December 31, 2022
Revenue
Our revenue increased from RMB0.5 million in 2022 to RMB62.0 million in 2023,
primarily due to an increase of our revenues from intelligent computing solutions. We
commercially launched our Specialist Technology Product in August 2022. In 2023, we started
to generate revenue from intelligent computing solution and had 12 customers for our
Specialist Technology Products, contributing a revenue amounted to RMB62.0 million.
Cost of Sales
Our cost of sales increased from nil in 2022 to RMB14.6 million in 2023, primarily
attributable to a significant increase of our costs of intelligent computing solutions in line with
our business growth from intelligent computing solutions.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased from RMB0.5 million in 2022 to
RMB47.4 million in 2023. Our gross profit margin decreased from 100% in 2022 to 76.4% in
2023. We started to generate revenue from intelligent computing solutions in 2023, whereas we
generated insignificant revenue and gross profit from other miscellaneous revenue streams in
2022, which are not indicative of performance of our primary business.
Research and Development Expenses
Our research and development expenses decreased by 13.0% from RMB1,017.9 million
in 2022 to RMB885.6 million in 2023, primarily attributable to (i) a decrease in design and
development expenses from RMB112.6 million to RMB28.6 million, mainly because we
incurred less tape-out costs in 2023, mainly due to the advancement of our R&D stages where
our R&D activities on NRE in preparation for future sales and marketing in 2023, and (ii) a
decrease in intellectual property license expenses from RMB73.9 million to RMB8.0 million,
mainly attributable to additional upfront procurement in 2022 at the early development stage
of certain development projects.
Selling and Marketing Expenses
Our selling and marketing expenses decreased by 3.7% from RMB58.1 million in 2022
to RMB56.0 million in 2023, primarily attributable to (i) a decrease in marketing and
promotion expenses from RMB5.5 million to RMB0.4 million because we incurred
significantly higher expenses in 2022 associated with attending various industry conferences
and events in light of the launch of our Specialist Technology Product, and (ii) a decrease in
employee benefit expenses from RMB47.1 million to RMB39.9 million, due to the
optimization of our compensation structure.
FINANCIAL INFORMATION
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General and Administrative Expenses
Our general and administrative expenses increased by 9.2% from RMB199.6 million in
2022 to RMB218.0 million in 2023, primarily attributable to an increase in office and travel
expenses from RMB28.8 million to RMB38.4 million, driven by the office administrative
needs in line with our business expansion.
Net Impairment Losses on Financial Assets
Our net impairment losses on financial assets increased significantly from RMB0.2
million in 2022 to RMB1.1 million in 2023, which was primarily due to an increase in our loss
allowance for trade receivables in line with our business expansion.
Special Losses on Certain Assets
We recorded special losses on certain assets of nil in 2022 and RMB108.7 million in
2023. These special losses represented the direct consequences of the BIS Listing and were
non-recurring in nature. For details, please see “– Description of Key Consolidated Statements
of Comprehensive Loss Items – Special Losses on Certain Assets.”
Other Income
Our other income increased from RMB76.8 million in 2022 to RMB103.1 million in 2023,
primarily due to (i) the increase in government grants from RMB57.7 million to RMB71.4
million, primarily because the government grants we received from local government to
encourage enterprise innovation and technology advancement were recorded in 2023, and (ii)
the increase in interest income on bank deposits from RMB17.1 million to RMB27.9 million,
as a result of higher interest rates for bank deposits in 2023.
Other Expenses
Our other expenses increased from RMB1.2 million in 2022 to RMB2.2 million in 2023,
primarily due to the increase in depreciation of our investment properties located in Zhuhai.
Other Gains/(Losses), Net
We recorded other gains, net of RMB65.9 million in 2022 and other losses, net of
RMB24.3 million in 2023, mainly due to (i) the impairment loss on intangible assets of
RMB40.3 million recorded in 2023, as certain intellectual property licenses which were no
longer used resulting from our strategic adjustment, (ii) the decrease in fair value gains on
short-term investments measured at fair value through profit or loss, mainly driven by our
strategic cash management, and (iii) a decrease in our net foreign exchange gains.
FINANCIAL INFORMATION
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Operating Loss
As a result of the foregoing, our operating loss increased from RMB1,133.8 million in
2022 to RMB1,145.4 million in 2023.
Finance Income
Our finance income increased from RMB11.8 million in 2022 to RMB17.1 million in
2023, primarily due to an increase of our interest income on cash and cash equivalents.
Finance Costs
Our finance costs increased from RMB352.1 million in 2022 to RMB615.7 million in
2023, primarily due to the increased balance of redemption liabilities.
Income Tax Expenses/(Credit)
We recorded income tax credit of RMB103 thousand in 2023, as compared to income tax
expenses of RMB125 thousand in 2022.
Loss for the Y ear
As a result of the foregoing, our losses for the year increased from RMB1,474.3 million
in 2022 to RMB1,744.0 million in 2023.
FINANCIAL INFORMATION
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--- page 394 ---
DISCUSSION OF SELECTED ITEMS FROM THE CONSOLIDATED BALANCE
SHEETS
The table below sets forth selected information from our consolidated balance sheets as
of the dates indicated, which has been extracted from the Accountant’s Report included in
Appendix I to this Prospectus:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Current assets
Inventories 39,250 173,484 152,906 599,773
Trade, other receivables and
prepayments 271,011 170,297 448,865 612,950
Financial assets at fair value
through profit or loss 974,859 1,233,461 96,448 485,408
Restricted cash – 620 620 41,340
Bank deposits 565,765 536,348 553,814 284,682
Cash and cash equivalents 983,326 659,335 1,100,694 1,285,098
Total current assets 2,834,211 2,773,545 2,353,347 3,309,251
Non-current asset
Property, plant and equipment 335,190 307,520 323,187 322,267
Right-of-use assets 43,415 20,850 42,873 48,150
Investment properties 45,717 66,253 63,873 62,682
Intangible assets 197,518 65,537 84,400 107,249
Financial assets at fair value
through profit or loss 42,579 43,212 44,000 40,616
Finance lease receivables 43,541 69,328 75,641 78,691
Prepayment for long-term
assets 4,402 – 772 11,855
Restricted cash – – – 24,528
Bank deposits – 51,523 53,054 –
Investments accounted for
using the equity method – – – 15,000
Total non-current assets 712,362 624,223 687,800 711,038
Total assets 3,546,573 3,397,768 3,041,147 4,020,289
FINANCIAL INFORMATION
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--- page 395 ---
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Current liabilities
Trade and other payables 293,691 369,593 424,393 456,379
Investment intention deposits – 809,245 845,890 –
Convertible debentures – – 262,037 –
Lease liabilities 30,360 12,407 20,130 26,819
Contract liabilities 187 34,515 549 28,524
Redemption liabilities – – – 12,145,429
Borrowings – – – 200,126
Total current liabilities 324,238 1,225,760 1,552,999 12,857,277
Non-current liabilities
Lease liabilities 12,659 5,579 20,588 21,698
Deferred income tax
liabilities 192 89 – –
Deferred income 90,181 63,382 142,936 132,645
Warranty provision 211 831 3,993 4,576
Redemption liabilities 7,382,155 8,053,141 8,743,040 –
Contract liabilities 637 1,165 1,074 1,089
Long-term payables 42,678 17,682 722 722
Total non-current liabilities 7,528,713 8,141,869 8,912,353 160,730
Total liabilities 7,852,951 9,367,629 10,465,352 13,018,007
Deficit attributable to
owners of the Company
Paid-in capital/share capital 32,791 32,916 32,916 38,360
Treasury stock (4,941,162) (4,991,162) (4,991,162) (7,387,894)
Reserves 5,503,983 3,968,024 4,051,780 6,470,081
Accumulated deficit (4,901,990) (4,979,639) (6,517,739) (8,118,265)
Total deficit (4,306,378) (5,969,861) (7,424,205) (8,997,718)
Total deficit and liabilities 3,546,573 3,397,768 3,041,147 4,020,289
FINANCIAL INFORMATION
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Net Current Assets/Liabilities
The following table sets forth our current assets and current liabilities as of the dates
indicated:
As of December 31,
As of
June 30,
As of
October 31,
2022 2023 2024 2025 2025
(RMB in thousands)
(unaudited)
Current assets
Inventories 39,250 173,484 152,906 599,773 963,156
Trade, other receivables
and prepayments 271,011 170,297 448,865 612,950 729,602
Financial assets at fair
value through profit
or loss 974,859 1,233,461 96,448 485,408 1,681,958
Restricted cash – 620 620 41,340 21,977
Bank deposits 565,765 536,348 553,814 284,682 220,232
Cash and cash
equivalents 983,326 659,335 1,100,694 1,285,098 1,385,797
Total current assets 2,834,211 2,773,545 2,353,347 3,309,251 5,002,722
Current liabilities
Trade and other
payables 293,691 369,593 424,393 456,379 518,563
Investment intention
deposits – 809,245 845,890 – –
Convertible debentures – – 262,037 – –
Lease liabilities 30,360 12,407 20,130 26,819 23,207
Contract liabilities 187 34,515 549 28,524 58,266
Redemption liabilities – – – 12,145,429 –
Borrowings – – – 200,126 200,517
Total current
liabilities 324,238 1,225,760 1,552,999 12,857,277 800,553
Net current
assets/(liabilities) 2,509,973 1,547,785 800,348 (9,548,026) 4,202,169
We had net current assets of RMB2,510.0 million, RMB1,547.8 million, RMB800.3
million, respectively, as of December 31, 2022, 2023 and 2024. As of June 30, 2025, we had
net current liabilities of RMB9,548.0 million. As of October 31, 2025, we had net current assets
of RMB4,202.2 million.
FINANCIAL INFORMATION
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--- page 397 ---
Our net current assets decreased from RMB2,510.0 million as of December 31, 2022 to
RMB1,547.8 million as of December 31, 2023, primarily due to (i) a decrease in trade, other
receivables and prepayments, (ii) a decrease in cash and cash equivalents, and (iii) an increase
in trade and other payables, partially offset by an increase in inventories and an increase in
financial assets at fair value through profit or loss.
Our net current assets decreased from RMB1,547.8 million as of December 31, 2023 to
RMB800.3 million as of December 31, 2024, primarily due to (i) a decrease in financial assets
at fair value through profit or loss, (ii) an increase in trade and other payables, and (iii) an
increase in convertible debentures, partially offset by the increase in cash and cash equivalents,
and the increase in trade, other receivables and prepayments.
We had net current assets of RMB800.3 million as of December 31, 2024 and net current
liabilities of RMB9,548.0 million as of June 30, 2025, primarily because our redemption
liabilities was reclassified to current liabilities based on the redemption date specified in the
investment contracts, amounting to RMB12,145.4 million as of June 30, 2025.
We had net current liabilities of RMB9,548.0 million as of June 30, 2025 and net current
assets of RMB4,202.2 million as of October 31, 2025, primarily because (i) an increase in
financial assets at fair value through profit or loss, and (ii) our redemption liabilities was
reclassified as non-current liabilities due to the extension of the redemption date, pursuant to
the supplemental agreement to the preferred rights termination agreement in August 2025.
Assets
Inventories
Our inventories consist primarily of (i) raw materials, mainly including wafers and
substrates used in production of our Specialist Technology Product, (ii) work in progress of our
Specialist Technology Product, and (iii) finished goods of our Specialist Technology Product.
The following table sets forth a breakdown of our inventories as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Raw materials 22,702 21,070 68,861 328,594
Work in progress 14,191 109,378 39,696 237,697
Finished goods 2,357 43,039 46,826 36,903
Less: provision for
impairment of inventories – (3) (2,477) (3,421)
Total 39,250 173,484 152,906 599,773
FINANCIAL INFORMATION
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Our inventories increased from RMB39.3 million as of December 31, 2022 to RMB173.5
million as of December 31, 2023, primarily because we increased our inventories in
preparation for the commercialization progress of our Specialist Technology Product in 2023.
Our inventories decreased from RMB173.5 million as of December 31, 2023 to RMB152.9
million as of December 31, 2024, primarily due to the decrease of work in progress from
RMB109.4 million to RMB39.7 million, mainly because of our increased sales volume in 2024,
which was in line with our business expansion. Our inventories increased from RMB152.9
million as of December 31, 2024 to RMB599.8 million as of June 30, 2025, primarily due to
we increased our inventories in preparation in anticipation of increased sales in the second half
of 2025, which was generally aligned with our business growth.
We recorded provision for impairment of inventories of RMB3.0 thousand, RMB2.5
million and RMB3.4 million as of December 31, 2023 and 2024 and June 30, 2025,
respectively. The inventories were stated at the lower of cost and net realizable value. Except
for the write-down of inventories due to BIS Listing in 2023, all of the products were sold at
margin for the years ended December 31, 2022, 2023 and 2024 and the six months ended June
30, 2025, therefore there is reasonable expectation of sufficient future net revenue to cover cost
incurred. Meanwhile, the turnover of most inventories are quick within 1 year. We provided
general provision on slow-moving inventories, which is not material as of December 31, 2022,
2023 and 2024 and June 30, 2025.
The following table sets out the aging analysis of our inventories (before provision for
impairment) as of the dates indicated.
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Within six months 39,250 168,159 129,854 552,302
Six months to one year – 5,328 19,343 35,396
One to two years – – 6,186 15,493
Two to three years –––3
Total 39,250 173,487 155,383 603,194
The following table sets forth our inventory turnover days for the periods indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(unaudited)
Inventory turnover days N/A N/A 381 2,992 1,725
Note:
(1) Inventory turnover days are calculated using the average of opening balance and closing balance of
inventories for a year divided by cost of sales for the relevant year and multiplied by the number of days
during such period (i.e. 365 days for a fiscal year).
FINANCIAL INFORMATION
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--- page 399 ---
In 2022, we did not measure our inventory turnover against our cost of sales, because
while our inventories were substantially consisted of our Specialist Technology Products, our
cost of sales in 2022 was mostly related to revenue generated from various miscellaneous
sources that are not indicative of performance of our primary business, given our early stage
of commercialization in that year. In 2023, our inventory turnover days was more than 2,000
days, which is not meaningful because the cost of sales is insignificant given our early stage
of commercialization in that year, and we had significant work in progress at the end of that
year as we actively built up stock in preparation for future sales. Similarly, we recorded
inventory turnover days of 2,992 days in the first half of 2024 primarily due to the insignificant
cost of sales given our early stage of commercialization and the inventory buildup in
preparation for increased sales in the second half of 2024. Our inventory turnover days
decreased to 381 days in 2024, primarily because we utilized a significant amount of work in
progress and recognized significantly increased cost of sales in the second half of 2024 due to
our increased sales volume in the second half of 2024, which was in line with our business
expansion. Our inventory turnover days decreased from 2,992 days in the six months ended
June 30, 2024 to 1,725 days in the six months ended June 30, 2025, primarily because we
recognized significantly increased cost of sales in the six months ended June 30, 2025 due to
our increased sales volume, which was in line with our business expansion. Our inventory
turnover days were higher in the six months ended June 30, 2025 as compared with 2024,
primarily due to our inventory stocking in the first half of 2025 in preparation for the
commercial launch of our BR166 chips in the second half of the year, which is aligned with
the typical operating cycle of the industry from strategic inventory build-up and product
sampling to final shipment and revenue recognition. It reflects our normal business operating
cycle rather than a change in our operational efficiency or cash flow management pattern. Our
actual cash conversion cycle for the full year remained within a reasonable range and was
consistent with typical industry operational pattern. The temporary increase in turnover days
in the first half of 2025 does not indicate a deterioration in liquidity or operational efficiency,
nor does it have a material adverse impact on our operations or financial position. Our
inventory turnover days in 2024 were generally in line with the industry norms, according to
CIC. We continuously monitor our working capital position and maintain adequate liquidity
management measures, including rolling forecasts and inventory planning mechanisms, to
ensure sufficient operating cash flows.
As of October 31, 2025, RMB412.8 million, or 68.4% of our inventories outstanding as
of June 30, 2025 had been sold or utilized.
We do not foresee any significant impairment issue with the balance of our inventories,
considering that (i) we have taken stringent internal measures to enhance the inventory
management, in addition, as our inventories are stated at the lower of cost and net realizable
value, we regularly review the actual outcomes against original estimates to ensure that the
impairment provision of inventories is sufficient, and (ii) a higher utilization of inventories is
foreseeable in light of the increase of sales, our management believes that current settlement
pattern is consistent with our normal business operations, and the portion of inventories not yet
covered by customer orders can be realized subsequently, as such inventories remain
non-obsolete and overall market demand continues to grow.
FINANCIAL INFORMATION
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--- page 400 ---
Trade, Other Receivables and Prepayments
Our trade, other receivables and prepayments consist primarily of (i) trade receivables,
(ii) other receivables, (iii) prepayments, (iv) input V A T to be deducted, and (v) prepaid listing
expenses. The following table sets forth a breakdown of our trade, other receivables and
prepayments as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Trade receivables 95 44,104 86,670 38,122
Other receivables 17,517 9,688 36,117 12,159
Prepayments 180,227 75,422 278,665 505,175
Input value-add tax to be
deducted 73,172 36,448 35,075 47,550
Prepaid listing expenses – 4,635 12,338 9,944
Total 271,011 170,297 448,865 612,950
Our trade, other receivables and prepayments decreased from RMB271.0 million as of
December 31, 2022 to RMB170.3 million as of December 31, 2023, primarily due to the
decrease of our prepayments to third parties mainly because we made special loss on
impairment of prepayments to certain suppliers for items subject to EAR. However, the
supplier was not able to provide such items to us due to the BIS Listing. As a result, we were
not able to get a refund or credit for those raw materials which have already been in production,
and we wrote off the prepayments in accordance with the applicable accounting principle. For
details of impact of this BIS Listing and the risks thereof, see “Risk Factors – Risks Related
to Our Business and Industry – Effective October 17, 2023, BIS added certain entities of our
Group to the Entity List, which restricts their ability to purchase or otherwise access certain
goods, software and technology” and “Business – Applicable U.S. Laws and Regulations.”
Our trade, other receivables and prepayments increased from RMB170.3 million as of
December 31, 2023 to RMB448.9 million as of December 31, 2024, primarily due to (i) the
increase in prepayments, mainly because of the increase of our prepayments to third party
suppliers for raw materials and NRE solutions in line with the growth of our business scale,
and (ii) the increase in trade receivables, which was primarily driven by our overall business
growth.
Our trade, other receivables and prepayments increased from RMB448.9 million as of
December 31, 2024 to RMB613.0 million as of June 30, 2025, primarily due to the increase in
prepayments, mainly because of the increase of our prepayments to third party suppliers for
raw materials in anticipation of our increased sales.
FINANCIAL INFORMATION
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--- page 401 ---
The credit terms given to trade customers are determined on an individual basis with
normal credit period within 30-180 days. To manage credit risks, we assess our customers’
credit quality carefully and regularly, closely monitor the recoverability status of trade
receivables and credit profiles of customers and take appropriate proactive follow-up actions
to ensure the customers’ payments are made as scheduled. We do not anticipate to have any
material recoverability issue with trade receivables.
The following table sets forth an aging analysis of the trade receivables:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Up to 3 months 96 5,023 85,511 26,768
3 to 6 months – 48 1,998 1,436
6 months to 1 year – 40,126 – 10,362
Total 96 45,197 87,509 38,566
The following table sets forth our trade receivables turnover days for the periods
indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(unaudited)
Trade receivables turnover days N/A 133 72 221 195
Note:
(1) Trade receivables turnover days are calculated using the average balance of trade receivables divided
by total revenue for the relevant period and multiplied by the number of days in the relevant period (i.e.
365 days for a fiscal year). Average balance is calculated as the average of the beginning balance and
ending balance of a given period.
In 2022, we did not measure our trade receivables turnover against our revenue, because
our revenue in 2022 was mostly generated from various miscellaneous sources that are not
indicative of performance of our primary business. Our trade receivables turnover days
decreased from 133 days in 2023 to 72 days in 2024, and decreased from 221 days in the six
months ended June 30, 2024 to 195 days in the six months ended June 30, 2025, primarily
because we shortened the credit period granted to customers given our stronger bargaining
power, together with our growing business scale. Our trade receivables turnover days were
relatively longer in the six months ended June 30, 2025 as compared with 2024, primarily
because the majority of revenue in the first half was recognized in June 2025 given the sales
orders phases, and we collected a significant portion of such receivables in July and August.
As of October 31, 2025, RMB24.3 million, or 63.1% of our trade receivables outstanding
as of June 30, 2025 had been subsequently collected.
FINANCIAL INFORMATION
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--- page 402 ---
We believe there is not any recoverability issue for trade receivables, primarily due to the
subsequent settlements of trade receivables are still increasing and there have been no
significant changes in the credit risk of our major customers. In addition, sufficient provision
has been made in view of the subsequent settlement amount.
Financial Assets at Fair V alue through Profit or Loss
Our financial assets at fair value through profit or loss consist primarily of (i) structured
deposits, and (ii) unlisted equity investments. The following table sets forth our financial assets
at fair value through profit or loss as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Current
Structured deposits 974,859 1,233,461 96,448 485,408
Non-current
Unlisted equity investments 42,579 43,212 44,000 40,616
Total 1,017,438 1,276,673 140,448 526,024
Our financial assets at fair value through profit or loss increased from RMB1,017.4
million as of December 31, 2022 to RMB1,276.7 million as of December 31, 2023, mainly due
to the increase of our structured deposits, primarily because of our strategic cash management.
Our financial assets at fair value through profit or loss decreased from RMB1,276.7
million as of December 31, 2023 to RMB140.4 million as of December 31, 2024, mainly due
to the decrease of structured deposits, primarily because of our strategic cash management. Our
unlisted equity investments increased from RMB42.6 million as of December 31, 2022 to
RMB43.2 million as of December 31, 2023, and further increased to RMB44.0 million as of
December 31, 2024, primarily as a result of the fair value changes driven by the increased
valuation of our invested company.
Our financial assets at fair value through profit or loss increased from RMB140.4 million
as of December 31, 2024 to RMB526.0 million as of June 30, 2025, primarily due to the
increase of our structured deposits, as a result of our strategic cash management.
Our investment strategy prioritizes liquidity, safety and returns to ensure the availability
of funds while maintaining a conservative risk profile. We have established a robust set of
internal risk management policies and guidelines, with clear approval processes and reporting
procedures to ensure that investments align with our liquidity and risk requirements. We update
our income and expenditure forecasts for the next 6-12 months on a monthly or quarterly basis,
after reserving necessary operational funds, we manage the remaining funds through a tiered
yield strategy to optimize returns while maintaining liquidity. Our finance department staffs are
responsible for managing our investment activities, and their qualifications, professional
FINANCIAL INFORMATION
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--- page 403 ---
expertise, and extensive experience ensure that investment decisions are made prudently with
full consideration of potential risks. Our Board of Directors is responsible for reviewing and
approving any proposed formation of partnerships, joint ventures, or other similar
arrangements between us and any entity or individual. In addition, the approval of Board of
Directors is required for any equity investment arising from such arrangements that exceeds
specified materiality thresholds, whether as a single transaction or as a series of related
transactions within a rolling 12-month period.
Our investments classified as financial assets measured at fair value through profit or loss
will comply with Chapter 14 of the Listing Rules after the Listing.
Bank Deposits
Our bank deposits in current portion primarily represent bank deposits with original
maturities of over three months. Our bank deposits in current portion remained relatively stable
at RMB565.8 million, RMB536.3 million, RMB553.8 million and RMB284.7 million as of
December 31, 2022, 2023 and 2024 and June 30, 2025. Our bank deposits in non-current
portion represent certificate of deposits, which were neither past due nor impaired, with the
interest rate of 3.15%. Our bank deposits in non-current was nil, RMB51.5 million, RMB53.1
million and nil as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively.
To monitor and control the risks associated with our financial assets, we have adopted a
comprehensive set of internal policies and guidelines. Our capital management department is
responsible for proposing, analyzing and evaluating potential financial investment. Our cash
management strategy focuses on minimizing the financial risks. To control our risk exposure,
we primarily procure RMB guaranteed structured deposits with variable interest rates, USD
deposits with fixed interest rates and certificate of deposits. We make financial investment
decisions considering a number of factors, including but not limited to macro-economic
environment, general market conditions, risk control and credit of issuing banks, our own
working capital conditions, and the expected profit or potential loss of the investment. The fair
value of financial assets that are not traded in an active market is determined by using valuation
techniques. We use 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. Changes in
these assumptions and estimates could materially affect the respective fair value of these
investments.
Cash and Cash Equivalents
Our cash and cash equivalents were RMB983.3 million, RMB659.3 million, RMB1,100.7
million and RMB1,285.1 million as of December 31, 2022, 2023 and 2024 and June 30, 2025,
respectively. See “– Liquidity and Capital Resources – Cash Flow Analysis” for detailed
discussion of the fluctuation of our cash and cash equivalents.
FINANCIAL INFORMATION
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--- page 404 ---
Property, Plant and Equipment
Our property, plant and equipment consist primarily of (i) office buildings, (ii) public
rental houses which can be provided to certain employees on rent-to-purchase arrangement,
(iii) leasehold improvements, (iv) office and electronic equipment, (v) transportation
equipment and vehicles, (vi) tooling, and (vii) 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,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Office buildings 100,272 167,951 162,177 159,264
Public rental houses 61,658 37,554 31,671 28,721
Leasehold improvements 64,999 36,314 26,444 20,597
Office and electronic
equipment 105,655 62,061 97,719 107,900
Transportation equipment and
vehicles 718 1,352 2,775 2,329
Tooling 1,557 2,270 2,243 3,298
Construction in progress 331 18 158 158
Total 335,190 307,520 323,187 322,267
Our property, plant and equipment decreased from RMB335.2 million as of December 31,
2022 to RMB307.5 million as of December 31, 2023, primarily attributable to a decrease of
office and electronic equipment from RMB105.7 million to RMB62.1 million mainly due to
depreciation of our electronic equipment. Our property, plant and equipment increased from
RMB307.5 million as of December 31, 2023 to RMB323.2 million as of December 31, 2024,
primarily attributable to an increase of office and electronic equipment from RMB62.1 million
to RMB97.7 million as a result of our newly purchased electronic equipment to support our
R&D activities. Our property, plant and equipment decreased from RMB323.2 million as of
December 31, 2024 to RMB322.3 million as of June 30, 2025, primarily due to a decrease of
office buildings, mainly attributable to the depreciation of our office buildings.
Right-of-Use Assets
Our right-of-use assets primarily represent our leasehold buildings and electronic
equipment. Our right-of-use assets decreased from RMB43.4 million as of December 31, 2022
to RMB20.9 million as of December 31, 2023, primarily due to the depreciation of our
leasehold buildings. Our right-of-use assets increased from RMB20.9 million as of December
31, 2023 to RMB42.9 million as of December 31, 2024, primarily due to renew of lease
agreements for certain of our offices, partially offset by the decrease of depreciation in our
leasehold buildings. Our right-of-use assets increased from RMB42.9 million as of December
31, 2024 to RMB48.2 million as of June 30, 2025, primarily due to the newly leased office
buildings.
FINANCIAL INFORMATION
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Investment Properties
Our investment properties primarily represent our properties located in Zhuhai, which we
leased to third parties. See “Business – Properties and “Appendix III – Property V aluation
Report.” Our investment properties increased from RMB45.7 million as of December 31, 2022
to RMB66.3 million as of December 31, 2023, primarily because the increase in the area of our
Zhuhai properties leased to third parties. Our investment properties decreased from RMB66.3
million as of December 31, 2023 to RMB63.9 million as of December 31, 2024, primarily due
to the depreciation of our properties. Our investment properties decreased from RMB63.9
million as of December 31, 2024 to RMB62.7 million as of June 30, 2025, primarily due to the
depreciation of our properties.
Intangible Assets
Our intangible assets primarily consist of (i) IP licenses, (ii) EDA tools, and (iii)
purchased computer software. Our intangible assets were RMB197.5 million, RMB65.5
million, RMB84.4 million and RMB107.2 million, respectively, as of December 31, 2022, 2023
and 2024 and June 30, 2025. The following table sets forth a breakdown of our intangible
assets as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
IP licenses 103,658 47,807 47,807 47,807
EDA tools 88,233 5,194 23,622 21,285
Purchased computer software 5,627 12,536 12,971 38,157
Total 197,518 65,537 84,400 107,249
Our intangible assets decreased from RMB197.5 million as of December 31, 2022 to
RMB65.5 million as of December 31, 2023, primarily attributable to the decrease of our EDA
tools from RMB88.2 million to RMB5.2 million as of December 31, 2023 because we made
special loss on certain EDA tools were no longer eligible following the BIS Listing. For details
of impact of this BIS Listing and the risks thereof, see “Risk Factors – Risks Related to Our
Business and Industry – Effective October 17, 2023, BIS added certain entities of our Group
to the Entity List, which restricts their ability to purchase or otherwise access certain goods,
software and technology” and “Business – Applicable U.S. Laws and Regulations.”
Our intangible assets increased from RMB65.5 million as of December 31, 2023 to
RMB84.4 million as of December 31, 2024, primarily attributable to the increase of EDA tools
from RMB5.2 million to RMB23.6 million because we purchased new EDA tools from
suppliers based in Chinese Mainland.
Our intangible assets increased from RMB84.4 million as of December 31, 2024 to
RMB107.2 million as of June 30, 2025, primarily due to the increase of purchased computer
software from RMB13.0 million to RMB38.2 million for our R&D and business operations.
FINANCIAL INFORMATION
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--- page 406 ---
Liabilities
Trade and Other Payables
Our trade and other payables consist primarily of (i) trade payables, (ii) other payables,
(iii) accrued taxes other than income tax, and (iv) staff salaries and welfare payables. The
following table sets forth a breakdown of our trade and other payables as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Trade payables 3,521 9,436 33,324 73,103
Other payables 159,760 225,637 278,093 248,723
Accrued taxes other than
income tax 9,558 21,576 18,826 17,875
Advance from customer for
lease 242 175 68 898
Staff salaries and welfare
payables 120,586 110,433 89,411 104,019
V A T payables related to
contract liabilities 24 – – 1,698
Payable for listing expenses – 2,336 4,671 10,063
Total 293,691 369,593 424,393 456,379
Our trade and other payables increased from RMB293.7 million as of December 31, 2022
to RMB369.6 million as of December 31, 2023, primarily attributable to an increase of other
payables from RMB159.8 million to RMB225.6 million due to (i) the increase of payables to
third-party provider of intellectual property licenses used in our R&D activities, and (ii) the
increase of payables for our acquisition of office building in Guangzhou. Our trade and other
payables further increased to RMB424.4 million as of December 31, 2024, primarily
attributable to (i) an increase of trade payables from RMB9.4 million to RMB33.3 million
mainly due to our increased procurement in line with our business growth, as well as longer
credit terms granted by certain of our suppliers, and (ii) an increase in other payables from
RMB225.6 million to RMB278.1 million. Our trade and other payables increased from
RMB424.4 million as of December 31, 2024 to RMB456.4 million as of June 30, 2025,
primarily due to an increase of trade payables from RMB33.3 million to RMB73.1 million,
mainly resulting from our increased procurement in anticipation of our increased sales.
FINANCIAL INFORMATION
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The following table sets forth the aging analysis of our trade payables based on the
transaction date as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Up to 1 year 3,521 9,436 32,524 72,379
1 to 2 years – – 800 724
Total 3,521 9,436 33,324 73,103
The following table sets forth our trade payables turnover days for the periods indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(unaudited)
Trade payables turnover days N/A 162 50 223 242
Note:
(1) Trade payables turnover days are based on the average balance of trade payables divided by cost of sales
for the relevant period and multiplied by the number of days in the relevant period (i.e. 365 days for
a fiscal year). Average balance is calculated as the average of the beginning balance and ending balance
of a given period.
We did not measure our trade payables turnover against our cost of sales in 2022. While
our trade payables were substantially consisted of payables incurred for our Specialist
Technology Products, our cost of sales in 2022 was mostly related to revenue generated from
various miscellaneous sources that are not indicative of performance of our primary business.
Our trade payables turnover days decreased from 162 days in 2023 to 50 days in 2024,
primarily due to the increase in cost of sales as a result of our increased orders in 2024. Our
trade payables turnover days remained relatively stable at 223 days in the six months ended
June 30, 2024 and 242 days in the six months ended June 30, 2025. Our trade payables turnover
days were relatively longer in the six months ended June 30, 2025 as compared with 2024,
primarily due to our increased procurement in the first half of 2025 to support the expected
sales growth in the second half of the year.
As of October 31, 2025, RMB61.0 million, or 83.4% of our trade payables outstanding
as of June 30, 2025 had been subsequently settled.
FINANCIAL INFORMATION
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--- page 408 ---
Contract Liabilities In Current Portion
Our contract liabilities in current portion primarily comprise payments received in
advance of revenue recognition from intelligent computing solutions. The contract liabilities
increased from RMB0.2 million as of December 31, 2022 to RMB34.5 million as of December
31, 2023, and decreased to RMB0.5 million as of December 31, 2024. This was mainly because
certain order was signed in late 2023 and the underlying products were not accepted until 2024.
Such contract liabilities were recognized as revenue in 2024. Our contract liabilities increased
from RMB0.5 million as of December 31, 2024 to RMB28.5 million as of June 30, 2025,
primarily because prepayments were made by a customer before the delivery of the product.
As of October 31, 2025, RMB30.3 thousand, accounting for approximately 0.1% of the
RMB28.5 million outstanding contract liabilities as of June 30, 2025, had been subsequently
recognized as revenue.
Lease Liabilities
Lease liabilities represent the present value of outstanding lease payments under our lease
agreements, primarily relate to our office buildings and facilities. Our lease liabilities,
including current and non-current portions, were RMB43.0 million, RMB18.0 million,
RMB40.7 million and RMB48.5 million as of December 31, 2022, 2023 and 2024 and June 30,
2025, respectively.
The lease liabilities decreased from RMB43.0 million as of December 31, 2022 to
RMB18.0 million as of December 31, 2023 as a result of the decrease of outstanding payment
under the lease agreement. The lease liabilities increased from RMB18.0 million as of
December 31, 2023 to RMB40.7 million as of December 31, 2024, primarily due to renew of
lease agreements for certain of our offices. The lease liabilities increased from RMB40.7
million as of December 31, 2024 to RMB48.5 million as of June 30, 2025, primarily due to the
newly leased office buildings.
Deferred Income
Our deferred income recorded during the Track Record Period is primarily relate to
government grants that we are entitled to receive. We had deferred income of RMB90.2
million, RMB63.4 million, RMB142.9 million and RMB132.6 million as of December 31,
2022, 2023 and 2024 and June 30, 2025, respectively.
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded our cash requirements principally from capital contributions
from shareholders, and we also generated cash from our sales of intelligent computing
solutions since 2023. After the Global Offering, we intend to finance our future capital
requirements through equity financing activities and debt financing activities in a balanced
manner. We do not anticipate any changes to the availability of financing to fund our operation
in the future. As our business develops and expands, we expect to improve our operating cash
flows through increasing sales revenue of existing commercialized products, launching new
products, optimizing cost structure and improving operating efficiency.
FINANCIAL INFORMATION
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--- page 409 ---
Cash Flow Analysis
The following table sets forth our cash flows for the years indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Operating cash flows before
movements in working capital (954,136) (761,835) (682,465) (390,429) (510,774)
Changes in working capital (229,465) (85,231) (326,722) 43,207 (562,550)
Net cash used in operating
activities (1,183,601) (847,066) (1,009,187) (347,222) (1,073,324)
Net cash generated from/(used in)
investing activities 290,785 (305,413) 1,218,453 556,490 (208,163)
Net cash generated from/(used in)
financing activities 211,539 811,888 217,122 (31,315) 1,467,988
Net (decrease)/increase in cash
and cash equivalents (681,277) (340,591) 426,388 177,953 186,501
Cash and cash equivalents at the
beginning of the year/period 1,556,596 983,326 659,335 659,335 1,100,694
Effects of exchange rate changes 108,007 16,600 14,971 5,142 (2,097)
Cash and cash equivalents at the
end of the year/period 983,326 659,335 1,100,694 842,430 1,285,098
Net Cash Used in Operating Activities
In the six months ended June 30, 2025, our net cash used in operating activities was
RMB1,073.3 million. Our net cash used in operating activities is calculated by adjusting our
loss before income tax of RMB1,600.5 million with (i) adjustments for non-cash items,
primarily comprising finance costs of RMB1,021.9 million and depreciation of property, plant
and equipment of RMB39.7 million; and (ii) changes in working capital, which primarily
comprised an increase in trade, other receivables and prepayments of RMB160.5 million and
an increase in inventories of RMB447.8 million.
In 2024, our net cash used in operating activities was RMB1,009.2 million. Our net cash
used in operating activities is calculated by adjusting our loss before income tax of
RMB1,583.2 million with (i) adjustments for non-cash items, primarily comprising finance
costs of RMB713.1 million and depreciation of property, plant and equipment of RMB86.1
million; partially offset by interest income on bank deposits of RMB36.3 million; and (ii)
changes in working capital, which primarily comprised an increase in trade, other receivables
and prepayments of RMB275.7 million and a decrease in contract liabilities of RMB34.1
million; partially offset by an increase in trade and other payables of RMB15.1 million.
FINANCIAL INFORMATION
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--- page 410 ---
In 2023, our net cash used in operating activities was RMB847.1 million. Our net cash
used in operating activities is calculated by adjusting our loss before income tax of
RMB1,744.1 million with (i) adjustments for non-cash items, primarily comprising finance
costs of RMB615.7 million and depreciation of property, plant and equipment of RMB104.3
million; partially offset by interest income on bank deposits of RMB27.9 million and fair value
gains on short-term investments measured at fair value through profit or loss of RMB24.8
million; and (ii) changes in working capital, which primarily comprised an increase in
inventories of RMB150.1 million; partially offset by a decrease in trade, other receivables and
prepayments of RMB47.3 million.
In 2022, our net cash used in operating activities was RMB1,183.6 million. Our net cash
used in operating activities is calculated by adjusting our loss before income tax of
RMB1,474.2 million with (i) adjustments for non-cash items, primarily comprising finance
costs of RMB352.1 million, depreciation of property, plant and equipment of RMB89.9 million
and share-based compensation expenses of RMB88.0 million; and (ii) changes in working
capital, which primarily comprising an increase in trade, other receivables and prepayments of
RMB184.7 million and a decrease in deferred income of RMB51.7 million; partially offset by
an increase in trade and other payables of RMB46.2 million.
Our ability to improve our net operating cash flow is largely depending on our ability to
improve profitability. In this regard, we plan to improve our net operating cash outflow
positions by (i) optimizing our solutions to create value for customers, see “Business –
Business Sustainability and Path to Profitability,” (ii) expanding customer base, and (iii)
enhancing operational efficiency and economies of scale. For details of our plan to improve our
financial performance, see “Business – Business Sustainability and Path to Profitability.” With
our improving profitability, we also plan to enhance our working capital management
efficiency to improve our net operating cash outflow positions. Specifically, we plan to
enhance our management of trade receivables. We have increased product competitiveness
through product iterations and have gradually increased the proportion of advance payments.
In addition, we have established a dedicated collection team to implement a weekly follow-up
mechanism to further optimize the collection process. We also expect to be able to enjoy
economics of scale as we scale up, which will further improve our net operating cash outflow
positions. Specifically, as we scale up, we expect to have stronger bargaining power against our
suppliers and are thus able to obtain more favorable credit terms. Nevertheless, since our future
profitability is subject to various factors, some of which are beyond our control, we may
continue to incur net losses and net operating cash outflow in the near future, including the year
ending December 31, 2025.
FINANCIAL INFORMATION
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--- page 411 ---
Net Cash Generated from/(Used in) Investing Activities
In the six months ended June 30, 2025, our net cash used in investing activities was
RMB208.2 million, consisting primarily of purchase of short-term investments measured at fair
value through profit or loss of RMB1,615.0 million, partially offset by proceeds from disposal
of short-term investments measured at fair value through profit or loss of RMB1,228.5 million.
In 2024, our net cash generated from investing activities was RMB1,218.5 million,
consisting primarily of proceeds from disposal of short-term investments measured at fair
value through profit or loss of RMB2,746.5 million; partially offset by purchase of short-term
investments measured at fair value through profit or loss of RMB1,591.0 million.
In 2023, our net cash used in investing activities was RMB305.4 million, consisting
primarily of purchase of short-term investments measured at fair value through profit or loss
of RMB2,768.0 million; partially offset by proceeds from disposal of short-term investments
measured at fair value through profit or loss of RMB2,534.2 million.
In 2022, our net cash generated from investing activities was RMB290.8 million,
consisting primarily of (i) proceeds from disposal of short-term investments measured at fair
value through profit or loss of RMB3,700.3 million, and (ii) redemption of bank deposits of
RMB876.0 million; partially offset by purchase of short-term investments measured at fair
value through profit or loss of RMB3,057.0 million and placement of bank deposits of
RMB1,122.9 million.
Net Cash Generated from Financing Activities
In the six months ended June 30, 2025, our net cash generated from financing activities
was RMB1,468.0 million, consisting primarily of capital contributions by investors of
RMB1,799.1 million, partially offset by repayment of investment intention deposits of
RMB517.8 million.
In 2024, our net cash generated from financing activities was RMB217.1 million,
consisting primarily of proceeds from convertible debentures of RMB262.0 million.
In 2023, our net cash generated from financing activities was RMB811.9 million,
consisting primarily of proceeds received from investment intention deposits of RMB800.0
million.
In 2022, our net cash generated from financing activities was RMB211.5 million,
consisting primarily of capital contributions by investors of RMB280.0 million.
FINANCIAL INFORMATION
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--- page 412 ---
CASH OPERATING COSTS
The following table sets forth key information relating to our operating costs for the
periods indicated:
Y ear ended 31 December
For the six months
ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Workforce employment (1) 654,692 700,932 664,357 369,251 357,784
Research and development (2) 276,564 98,713 232,898 50,816 203,096
Direct production costs, including
materials 197,187 112,558 279,749 28,686 676,461
Product Marketing 5,363 798 2,436 466 1,257
Non-income taxes, royalties and
other governmental charges 765 1,844 6,255 4,192 4,507
Contingency allowances –––––
1,134,571 914,845 1,185,695 453,411 1,243,105
Notes:
(1) Represents staff costs mainly including salaries and wages.
(2) Represents research and development expense other than employee benefit expenses and inventories and
consumables used.
FINANCIAL INFORMATION
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--- page 413 ---
R&D EXPENDITURE AND TOTAL OPERATING EXPENDITURE
During the Track Record Period, our R&D expenditure primarily consisted of R&D
expenses adjusted by adding back intangible assets acquired from third parties and capitalized
and deducting (i) amortization expenses for capitalized intangible assets included in R&D
expenditure, and (ii) impairment of loss of capitalized intangible assets included in the R&D
expenditure. The following table sets forth our R&D expenditure for the periods indicated, our
total R&D expenditure for the three financial years prior to Listing and total R&D expenditure
over the Track Record Period:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
R&D expenses 1,017,860 885,646 826,957 397,067 571,616
Adjustments:
Add: Intangible assets acquired
from third parties and capitalized 60,126 7,510 25,848 1,794 30,573
Add: Internal development costs
capitalized as intangible assets –––––
Less: Amortization expenses of
capitalized intangible assets
included in R&D expenditure (59,156) (67,757) (7,823) (1,457) (11,995)
Less: Impairment of loss of
capitalized intangible assets
included in the R&D expenditure –––––
R&D expenditure for the period
indicated 1,018,830 825,399 844,982 397,404 590,194
Total R&D expenditure for the
three financial years prior to
Listing/over the Track Record
Period – – 2,689,211 – 3,279,405
FINANCIAL INFORMATION
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--- page 414 ---
The following table sets forth our operating expenditure for the years indicated, our total
operating expenditure for the three financial years prior to Listing and total operating
expenditure over the Track Record Period:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
R&D expenses 1,017,860 885,646 826,957 397,067 571,616
Selling expenses 58,144 55,999 51,523 27,645 27,309
General and administrative
expenses 199,633 218,006 244,160 130,885 123,836
Adjustments:
Add: Intangible assets acquired
from third parties and capitalized 60,126 7,510 25,848 1,794 30,573
Add: Internal development costs
capitalized as intangible assets –––––
Less: Amortization expenses of
capitalized intangible assets
included in R&D expenditure (59,156) (67,757) (7,823) (1,457) (11,995)
Less: Impairment of loss of
capitalized intangible assets
included in the R&D expenditure –––––
Operating expenditure for the
period indicated 1,276,607 1,099,404 1,140,665 555,934 741,339
Total operating expenditure for
the three financial years prior
to Listing/over the Track
Record Period – – 3,516,676 – 4,258,015
The following table sets forth our annual R&D expenditure ratio and total R&D
expenditure ratio for the periods indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(unaudited)
Annual R&D expenditure ratio (1) 79.8% 75.1% 74.1% 71.5% 79.6%
Total R&D expenditure ratio for the
three financial years prior to
Listing – – 76.5%
(2) – 77.0 (3)
Notes:
(1) Calculated by dividing annual R&D expenditure by annual total operating expenditure.
(2) Calculated by dividing total R&D expenditure for the three financial years prior to Listing by total
operating expenditure for the three financial years prior to Listing.
(3) Calculated by dividing total R&D expenditure over the Track Record Period by total operating
expenditure over the Track Record Period.
FINANCIAL INFORMATION
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--- page 415 ---
WORKING CAPITAL SUFFICIENCY
Our Directors are of the opinion that, taking into account of the following financial
resources available to us described below, we have sufficient working capital to cover our costs
and operating expenses, including research and development expenses, selling and distribution
expenses and general and administrative expenses for at least the next 12 months from the date
of this Prospectus: (i) our future operating cash flows in respective periods; (ii) cash and cash
equivalents at hand; and (iii) the estimated net proceeds from the Global Offering.
Our historical cash burn rate was RMB113.0 million, RMB90.2 million, RMB109.0
million, RMB83.0 million and RMB226.8 million in 2022, 2023 and 2024 and for the six
months ended June 30, 2024 and 2025, respectively, mainly representing our average monthly
cash operating costs plus the capital expenditure and the lease payments for the respective
periods. Our balance of cash-based assets as of October 31, 2025 amounted to RMB3,288.0
million. We estimate that we will receive net proceeds of approximately HK$4,036.7 million
after deducting underwriting fees and other related expenses payable by us in the Global
Offering, assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised and assuming an Offer Price of HK$17.0 per Offer Share, being the low-point of the
indicative offer price range in this Prospectus.
Assuming that the average cash burn rate going forward is the same as the average of
monthly cash burn in 2022, 2023, and 2024, on the basis that the average of historical cash burn
rate would represent a stable cash burn status as we have completed a major R&D cycle and
achieved a relatively stable operational team size during 2022-2024, and the expected future
increase in production and R&D costs will be offset by the cash inflows generated from the
sales of the Specialist Technology Products. Also, we estimate that our balance of cash-based
assets as of October 31, 2025 will be able to maintain our financial viability for 31.6 months
or, if we take into account 10% of the estimated net proceeds from the Global Offering
(namely, the portion allocated for our working capital and other general corporate purposes),
35.1 months or, if we also take into account the estimated net proceeds from the Global
Offering, 66.8 months. We will continue to monitor our cash flows from operations closely and
expect to raise our next round of financing, if needed, with a minimum buffer of 12 months.
FINANCIAL INFORMATION
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--- page 416 ---
INDEBTEDNESS
During the Track Record Period, our indebtedness mainly consisted of lease liabilities.
The following table sets forth our indebtedness as of the dates indicated:
As of December 31,
As of
June 30,
As of
October 31,
2022 2023 2024 2025 2025
(RMB in thousands)
(unaudited)
Current
Lease liabilities 30,360 12,407 20,130 26,819 23,207
Convertible debentures – – 262,037 – –
Borrowings – – – 200,126 200,517
Investment intention
deposits – 809,245 845,890 – –
Redemption liabilities – – – 12,145,429 –
Non-current
Lease liabilities 12,659 5,579 20,588 21,698 17,463
Redemption liabilities 7,382,155 8,053,141 8,743,040 – 18,560,871
Total 7,425,174 8,880,372 9,891,685 12,394,072 18,802,058
Lease Liabilities
We recorded total lease liabilities, including current portion and non-current portion, of
RMB43.0 million, RMB18.0 million, RMB40.7 million, RMB48.5 million and RMB40.7
million as of December 31, 2022, 2023 and 2024, June 30, 2025 and October 31, 2025,
respectively. See “– Discussion of Selected Items from the Consolidated Balance Sheets
Liabilities – Lease Liabilities.”
Convertible Debentures
We recorded convertible debentures of nil, nil, RMB262.0 million, nil and nil as of
December 31, 2022, 2023 and 2024, June 30, 2025 and October 31, 2025, respectively,
primarily because we entered into convertible debentures agreements with certain holders in
December 2024. The convertible debentures are accounted for as financial liabilities at fair
value through profit or loss. For more information, see Note 35 to the Accountant’s Report set
out in Appendix I.
FINANCIAL INFORMATION
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Borrowings
We did not have any outstanding balance of bank borrowings as of December 31, 2022,
2023 and 2024. As of June 30, 2025 and October 31, 2025, we had outstanding bank
borrowings in the amount of RMB200.1 million and RMB200.5 million, respectively,
representing short-term interest-bearing credit loans.
Our Directors confirm that, during the Track Record Period and up to the date of this
Prospectus, we did not experience any default in payment of of bank and other borrowings,
breach of covenants, or any difficulties in obtaining bank loans and banking facilities.
As of June 30, 2025, we had unutilized banking facilities of approximately RMB805.5
million.
Investment Intention Deposits
Our investment intention deposits consist of principle payable and interests payable,
which were interest-bearing. We recorded investment intention deposits of nil, RMB809.2
million, RMB845.9 million, nil and nil as of December 31, 2022, 2023 and 2024, June 30, 2025
and October 31, 2025, respectively. For more information, see Note 34 to the Accountant’s
Report set out in Appendix I.
Redemption Liabilities
We recorded non-current redemption liabilities of RMB7,382.2 million, RMB8,053.1
million, RMB8,743.0 million and RMB18,560.9 million, as of December 31, 2022, 2023 and
2024 and October 31, 2025, respectively. We recorded current redemption liabilities of
RMB12,145.4 million as of June 30, 2025. Redemption liabilities are associated with the
redemption rights for certain pre-IPO shareholders. The redemption liabilities were classified
as current liabilities or non-current liabilities based on the redemption date in the investment
agreements. These redemption rights can be exercised upon the occurrence of specified events
and the redemption liabilities will be automatically converted into the equity of our Company
upon the completion of the Global Offering. For more information, see Note 31 to the
Accountant’s Report set out in Appendix I.
Contingent Liabilities
As of December 31, 2022, 2023, 2024, June 30, 2025 and October 31, 2025, we did not
have any material contingent liabilities or any contingency allowances.
Except as disclosed above, as of October 31, 2025, being the latest practicable date for
determining our indebtedness, we did not have any outstanding mortgages, charges,
debentures, other issued debt capital, bank overdrafts, borrowings, liabilities under acceptance
or other similar indebtedness, hire purchase commitments, guarantees or other material
contingent liabilities. Our Directors have confirmed that there is no material change in our
indebtedness since October 31, 2025 and up to the Latest Practicable Date.
FINANCIAL INFORMATION
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CAPITAL EXPENDITURES
Our historical capital expenditures primarily included expenditures for (i) intangible
assets, mainly include IP licenses, EDA tools, and purchased computer software, (ii) property,
plant and equipment, and (iii) use of right assets. The following table sets forth our capital
expenditures for the years indicated:
For the year ended December 31,
For the six months
ended June 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Intangible assets 64,346 12,751 27,631 1,891 35,714
Property, plant and equipment 194,295 138,746 109,809 46,884 41,482
Use of right assets 12,975 7,342 46,064 18,024 16,053
Total 271,616 158,839 183,504 66,799 93,249
We expect to finance our capital expenditures through financial resources currently
available to us, cash generated from operations and the net proceeds from the Global Offering.
Our current capital expenditure plans for any future period are subject to change, and we may
adjust our capital expenditures according to our future cash flows, our results of operations and
financial condition, our business plans, market conditions and various other factors. See also
“Future Plans and Use of Proceeds – Use of Proceeds.”
CONTRACTUAL OBLIGATIONS
Capital Commitments
Our capital commitments mainly represent property, plant and equipment and intangible
assets. The following table sets forth our capital commitments as of the dates indicated:
As of December 31,
As of
June 30,
2022 2023 2024 2025
(RMB in thousands)
Property, plant and equipment 41,419 19,134 14,487 26,154
Intangible assets – – – 925
Total 41,419 19,134 14,487 27,079
FINANCIAL INFORMATION
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We expect to satisfy our capital commitments using financial resources currently
available to us and net proceeds to be received from the Global Offering.
KEY FINANCIAL RATIOS
The following table sets forth certain of our key financial ratios for the years indicated:
As of/For the year ended
December 31,
As of/For the six
months ended June 30,
2022 2023 2024 2024 2025
(unaudited)
Gross profit margin
of intelligent
computing
solutions – 76.4% 53.2% 71.0% 31.2%
Current ratio
(1) 8.74 2.26 1.52 N/A 0.26
Notes:
(1) Current ratio is calculated by dividing current assets by current liabilities as of the date indicated.
Analysis of Key Financial Ratios
Gross Profit Margin of Intelligent Computing Solutions
See “– Y ear-to-year Comparison of Results of Operations” for a discussion of the factors
affecting our gross profit margin of intelligent computing solutions during the Track Record
Period.
Current Ratio
Our current ratio decreased from 8.74 as of December 31, 2022 to 2.26 as of December
31, 2023, primarily due to (i) a decrease in trade, other receivables and prepayments, (ii) a
decrease in cash and cash equivalents, and (iii) an increase in trade and other payables,
partially offset by an increase in inventories and an increase in financial assets at fair value
through profit or loss. Our current ratio decreased from 2.26 as of December 31, 2023 to 1.52
as of December 31, 2024, primarily due to (i) a decrease in financial assets at fair value through
profit or loss, (ii) an increase in trade and other payables, and (iii) an increase in convertible
debentures, partially offset by the increase in cash and cash equivalents, and the increase in
trade, other receivables and prepayments. Our current ratio decreased from 1.52 as of
December 31, 2024 to 0.26 as of June 30, 2025, primarily due to an increase in redemption
liabilities, partially offset by (i) an increase in inventories, and (ii) an increase in financial
assets at fair value through profit or loss.
RELATED PARTY TRANSACTIONS
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 set out in Note 39 to the Accountant’s
Report included in Appendix I to this Prospectus was conducted in the ordinary course of
FINANCIAL INFORMATION
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business with normal commercial terms between the relevant parties. Our Directors are also of
the view that our related party transactions during the Track Record Period would not distort
our track record results or cause our historical results to become non-reflective of our future
performance.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we did not have any material off-balance sheet
commitments or arrangements.
FINANCIAL RISKS DISCLOSURE
We are exposed to a variety of financial risks, including market risk, credit risk and
liquidity risk. Our overall risk management program focuses on the unpredictability of
financial markets and seeks to minimize potential adverse effects on our financial performance.
Market Risk
Foreign Exchange Risk
Foreign exchange risk arises when future commercial transactions or recognized assets
and liabilities are denominated in a currency that is not the group entities’ functional currency.
Our Company’s functional currency is RMB. Our Company’s subsidiaries were incorporated in
Chinese Mainland, Singapore, the United States, and Hong Kong and these subsidiaries
considered RMB, SGD and USD as their functional currency, respectively.
We are primarily exposed to changes in RMB/USD exchange rates. As of December 31,
2022, 2023 and 2024 and June 30, 2025, if USD had strengthened/weakened by 10% against
RMB with all other variables held constant, our net loss for the year/period would have been
RMB18.1 million, RMB34.1 million, RMB35.2 million and RMB55.4 million higher/lower as
a result of foreign exchange gains/losses on translation of USD denominated cash and cash
equivalents, bank deposits, trade and other payables, long-term payables and redemption
liabilities.
Interest Rate Risk
Except for structured deposits, bank deposits, restricted cash and cash and cash
equivalents, we have no significant interest-bearing assets. Our income and operating cash
flows are substantially independent of changes in market interest rates.
Our finance lease receivables carried at fixed rates expose us to fair value interest risk.
The long-term payables, investment intention deposits, redemption liabilities borrowings
and the convertible debentures of us carried at fixed rates expose us to fair value interest risk.
FINANCIAL INFORMATION
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Price Risk
We are exposed to price risk in respect of the long-term investments and structured
deposits held by us and classified in the consolidated balance sheets as at fair value through
profit or loss.
We are not exposed to commodity price risk. To manage the price risk arising from the
investments, we diversify our portfolio. The investments are managed by management one by
one, either for strategic purposes, or for the purpose of achieving investment yield and
balancing our liquidity level simultaneously. The sensitivity analysis is performed by
management, see Note 3.3 to the Accountant’s Report included in Appendix I to this Prospectus
for details.
Credit Risk
We are exposed to credit risk in relation to our cash and cash equivalents, restricted cash,
bank deposits, financial assets at fair value through profit or loss, trade and other receivables
and finance lease receivables. The carrying amounts of each class of the above financial assets
represent our maximum exposure to credit risk in relation to financial assets.
To manage risk arising from cash and cash equivalents, restricted cash, bank deposits,
financial assets at fair value through profit or loss, we only transact with state-owned or
reputable financial institutions. There has been no recent history of default in relation to these
financial institutions.
To manage risk arising from trade receivables, we have policies in place to ensure that
sales with credit terms are made to counterparties with an appropriate credit history and the
management performs ongoing credit evaluations of its counterparties. The credit period
granted to the customers is usually no more than 180 days and the credit quality of these
customers are assessed by taking into account their financial position, past experience and
other factors.
For other receivables and finance lease receivables, management makes periodic
collective assessments as well as individual assessment on the recoverability of other
receivables and finance lease receivables based on historical settlement records and past
experiences. In view of the history of cooperation with debtors and the sound collection history
of receivables due from them, management believes that the credit risk inherent in our
outstanding other receivables and finance lease receivables balances is low.
FINANCIAL INFORMATION
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Liquidity Risk
We aim to maintain sufficient cash and cash equivalents. Due to the dynamic nature of the
underlying business, our policy is to regularly monitor our liquidity risk and to maintain
adequate cash and cash equivalents to meet our liquidity requirements.
PROPERTY INTEREST AND PROPERTY V ALUATION
A VISTA, an independent property valuer, has valued our selective property interests as of
September 30, 2025. Particulars of these property interests are set out in Appendix III to this
prospectus.
The table below sets out the reconciliation between the net book value of our selective
property as of June 30, 2025 in the Accountant’s Report set out in Appendix I to this prospectus
and the market value of our selective property as of September 30, 2025 in the Property
V aluation Report set out in Appendix III to this prospectus.
(RMB’000)
Net book value of our selective property as of June 30, 2025 62,682
Depreciation for the three months ended September 30, 2025 (595)
Net book value as of September 30, 2025 62,087
V aluation surplus as of September 30, 2025 763
Valuation as of September 30, 2025 as set out in Appendix III to
this prospectus 62,850
DIVIDEND
We do not have any fixed dividend policy nor pre-determined dividend payout ratio. We
did not declare or distribute any dividend to our Shareholders during the Track Record Period.
After the Global Offering, we may declare and pay dividends mainly by cash or by stock that
we consider appropriate. Decisions to declare or to pay any dividends in the future, will depend
on, among other things, our Company’s profitability, operation and development plans,
external financing environment, costs of capital, our Company’s cash flows and other factors
that our Directors may consider relevant. Our ability to make dividend in the future also
depends on whether we can receive dividends from our subsidiaries. As advised by our PRC
Legal Advisor, pursuant to the PRC Company Law, each PRC company is required to set aside
at least 10% of its after-tax profits each year, if any, to fund its statutory reserve funds until
the total amount set aside reaches 50% of its registered capital. In addition, a company shall
not distribute dividend before losses are covered and the statutory reserve funds are drawn.
After the company makes the allocation to its statutory reserve funds from its after-tax profits,
it may also make an allocation to its discretionary reserve funds from its after-tax profits upon
a resolution approved at the shareholders’ meeting. Therefore, under the circumstances that the
losses have been made up and the reserve funds have been set aside, we may distribute the
after-tax profits as dividend to our shareholders.
FINANCIAL INFORMATION
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--- page 423 ---
DISTRIBUTABLE RESERVES
As of June 30, 2025, we did not have any distributable reserves.
LISTING EXPENSES
Our listing expenses mainly include (i) underwriting-related expenses, such as
underwriting fees and commissions, and (ii) non-underwriting-related expenses, comprising
professional fees paid to our legal advisors and reporting accountant for their services rendered
in relation to the Listing and the Global Offering, and other fees and expenses. Assuming full
payment of the discretionary incentive fee, the estimated total listing expenses (based on the
mid-point of the Offer Price Range and assuming that the Offer Size Adjustment Option and
the Over-allotment Option are not exercised) for the Global Offering are approximately
HK$182.1 million, accounting for approximately of 4.0% of our gross proceeds. Among such
estimated total listing expenses, we expect to pay underwriting-related expenses of HK$113.3
million, professional fees for our legal advisors and reporting accountant of HK$52.7 million
and other fees and expenses of HK$16.1 million. An estimated amount of HK$53.9 million for
our listing expenses, accounting for approximately 1.2% of our gross proceeds, is expected to
be expensed through the consolidated statements of comprehensive loss and the remaining
amount of HK$128.2 million is expected to be recognized directly as a deduction from equity
upon Listing. As of June 30, 2025, we had incurred RMB43.2 million of listing expenses for
the Global Offering, among which RMB33.6 million was expensed through the consolidated
statements of comprehensive loss.
NO MATERIAL ADVERSE CHANGE
Our Directors have confirmed that, up to the date of this prospectus, there has been no
material adverse change in our financial, operational or trading position, indebtedness,
contingent liabilities or prospects since June 30, 2025, being the end date of our latest audited
financial statements, and there has been no event since June 30, 2025 that would materially
affect the information shown in the Accountant’s Report set out in Appendix I.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, except for the amounts due from related parties as disclosed
in this section, as of the Latest Practicable Date, there are no circumstances that would give
rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.
UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets
of our Group is prepared in accordance with Rule 4.29 of the Listing Rules and is set out below
to illustrate the effect of the Global Offering on the consolidated net tangible liabilities
attributable to equity shareholders of the Company as of June 30, 2025 as if the Global
Offering had taken place on June 30, 2025.
FINANCIAL INFORMATION
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--- page 424 ---
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 financial position of the Group had the Global Offering been completed
as of June 30, 2025 or at any future date.
Audited
Consolidated
Net Tangible
Liabilities of
the Group
Attributable to
Owners of the
Company as of
June 30, 2025
Estimated
Impact Related
to the
Termination of
redemption
rights upon the
Global
Offering
Estimated Net
Proceeds from
the Global
Offering
Unaudited
Pro Forma
Adjusted Net
Tangible Assets
Attributable to
Owners of the
Company as of
June 30, 2025
Unaudited Pro Forma Adjusted
Net Tangible Assets per Share
Note 1 Note 2 Note 3 Note 4 Note 5
RMB’000 RMB’000 RMB’000 RMB’000 RMB HK$
Based on an
Offer Price of
HK$17.0 per
Share (9,104,967) 12,145,429 3,697,956 6,738,418 3.11 3.43
Based on an
Offer Price of
HK$19.6 per
Share (9,104,967) 12,145,429 4,267,889 7,308,351 3.37 3.71
Notes:
1. The audited consolidated net tangible liabilities attributable to owners of the Company as of June 30,
2025 is extracted from the historical financial information contained in the Accountant’s Report set forth
in Appendix I to this prospectus, which is based on the audited consolidated net liabilities of the Group
attributable to the owners of the Company as of June 30, 2025 of approximately RMB8,997,718,000
with an adjustment for the intangible assets attributable to owners of the Company as of June 30, 2025
of approximately RMB107,249,000.
2. As described in Note 31(i) of the Accountant’s Report set forth in Appendix I to the prospectus, the
preferred rights granted to all investors shall be irretrievably terminated upon the Listing and
completion of the Global Offering. Accordingly, the carrying amount of the related redemption
liabilities of RMB12,145,429,000, would be derecognized and credited to the equity attributed to the
owners of the Company as of June 30, 2025.
3. The estimated net proceeds from the Global Offering are based on the indicative Offer Price of HK$17.0
and HK$19.6 per share after deduction of the estimated underwriting fees and other related expenses
payable by the Company (excluding RMB33,616,000 which had been charged to the consolidated
statements of comprehensive loss up to June 30, 2025), without taking into account any shares which
may be issued upon the exercise of the Offer Size Adjustment Option and the Over-allotment Option or
any Shares which may be issued under the Pre-IPO Employee Incentive Scheme.
4. The unaudited pro forma adjusted consolidated net tangible assets per share are determined after the
adjustments as described in Notes 2 above and on the basis that 2,165,668,050 shares are in issue
assuming the Global Offering had been completed on June 30, 2025, without taking into account: (i) The
193,309,850 ordinary shares issued to certain investors with the consideration of RMB1,914,984,000
from July 2025 to August 2025 as described in Note 44(b) of the Accountant’s Report set forth in
Appendix I to the prospectus, and (ii) any shares which may fall to be issued upon the exercise of the
Offer Size Adjustment Option and the Over-Allotment Option. Had such issue of shares to certain
FINANCIAL INFORMATION
– 414 –


--- page 425 ---
investors been taken into account, the unaudited proforma adjusted net tangible assets per share would
be HK$4.04 and HK$4.31, assuming the indicative Offer Price of HK$17.0 per share and HK$19.6 per
share respectively and on the basis that 2,358,977,900 shares are in issue.
5. By comparing the valuation of our property interests of RMB62,850,000 as set out in Appendix III to
this prospectus and the net book value of the property as of September 30, 2025, the net revaluation
surplus is approximately RMB763,000, which has not been included in the above consolidated net
tangible liabilities attributable to equity holders of us as of September 30, 2025. The revaluation of our
property interests will not be incorporated in our financial information. If the revaluation surplus is to
be included in our financial information, an additional depreciation charge of approximately
RMB29,000 per annum relating to the property interests would be recorded.
6. For the purpose of this unaudited pro forma adjusted net tangible assets, the balances stated in Renminbi
are converted into Hong Kong dollars at a rate of HK$1.00 to RMB0.9078. No representation is made
that Renminbi amounts have been, could have been or may be converted to Hong Kong dollars, or vice
versa, at that rate.
7. No adjustment has been made to the unaudited pro forma adjusted net tangible assets of the Group to
reflect any trading results or other transactions of the Group entered into subsequent to June 30, 2025.
FINANCIAL INFORMATION
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FUTURE PLANS
See “Business – Our Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
We estimate the net proceeds of the Global Offering which we will receive, assuming an
Offer Price of HK$18.30 per Offer Share (being the mid-point of the Offer Price range stated
in the Prospectus), will be approximately HK$4,350.6 million, after deduction of underwriting
fees and commissions and other estimated expenses payable by us in connection with the
Global Offering and assuming the Offer Size Adjustment Option and the Over-allotment
Option are not exercised. In line with our strategies, we intend to use the proceeds from the
Global Offering for the purposes and in the amounts set forth below:
 Approximately 85.0%, or HK$3,698.0 million, will be used for the research and
development of our intelligent computing solutions in the future, with the detailed
breakdown of the proceeds to be allocated as follows:
i. Approximately 45.0%, or HK$1,957.8 million, will be used for the evolution
of our intelligent computing hardware.
 Approximately 32.0%, or HK$1,392.2 million, will be used to develop
and upgrade our existing GPGPU chips and next-generation GPGPU
chips, such as BR20X and BR30X. Specifically, (i) approximately 17.0%,
or HK$739.6 million, will be used to continue to retain and expand our
talent pool of scientists and engineers. For example, we plan to recruit
approximately 65 engineers specialized in GPGPU architecture, SoC
design, SoC verification and SoC front-end integration; and (ii)
approximately 15.0%, or HK$652.6 million, will be used to procure
services for engineering design, verification and tape-out to facilitate the
development of our chips.
 Approximately 13.0%, or HK$565.6 million, will be used to develop
GPGPU-based hardware powered by our existing and next-generation
GPGPU chips. Specifically, (i) approximately 10.0%, or HK$435.1
million, will be used in purchase of consumable materials, such as wafers,
interposers, HBM, PCB, electronic components and test molds, and (ii)
approximately 3.0%, or HK$130.5 million, will be used in retention and
expansion of our talent pool of scientists and engineers. For example, we
plan to recruit approximately 20 engineers specialized in PCIe design,
post silicon high-speed IO system and A TE (automated test equipment)
test development. Through such efforts, we expect to enhance the
compatibility of our GPGPU chips across diverse form factors, including
but not limited to PCIe Card and OAM, and we expect to optimize the
performance of our GPGPU-based hardware in different servers.
FUTURE PLANS AND USE OF PROCEEDS
– 416 –


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ii. Approximately 40.0%, or HK$1,740.2 million, will be used for development
and upgrade of our software platform.
 Approximately 10.0%, or HK$435.1 million, will be used to expand the
array of training and inference models supported by our intelligent
hardware and BIRENSUPA software stack. We expect to improve the
adaptability and scalability of our intelligent computing solution, catering
to a wider range of use cases to meet our customers’ evolving business
needs. Specifically, (i) approximately 7.0%, or HK$304.5 million, will be
used in retention and expansion of our talent pool of scientists and
engineers around the world. For example, we plan to recruit
approximately 15 engineers specialized in distributed training, intelligent
inference platform engine and heterogeneous computing, and (ii)
approximately 3.0%, or HK$130.5 million, will be used in rental and
purchase of training or inference servers.
 Approximately 20.0%, or HK$870.1 million, will be used to enhance each
part of our software platform. We plan to develop and refine our
foundational drivers, compilers, acceleration libraries and tools, and to
bolster the compatibility with prevalent AI application frameworks and
our proprietary inference acceleration framework, suInfer. Specifically,
(i) approximately 14.0%, or HK$609.1 million, will be used in retention
and expansion of our talent pool of scientists and engineers around the
world. For example, we plan to recruit approximately 30 engineers
specialized in software repository optimization, and (ii) approximately
6.0%, or HK$261.0 million, will be used in rental and purchase of
training or inference servers.
 Approximately 10.0%, or HK$435.1 million, will be used to build our
own software development infrastructure, encompassing software testing
and release, which could further improve our customers’ growing
demands. Specifically, (i) approximately 7.0%, or HK$304.5 million, will
be used in retention and expansion of our talent pool of scientists and
engineers around the world. For example, we plan to recruit
approximately five engineers specialized in software test, and (ii)
approximately 3.0%, or HK$130.5 million, will be used in rental and
purchase of training or inference servers.
 Approximately 5.0%, or HK$217.5 million, will be used for the commercialization
of our intelligent computing solution. Specifically, we plan to expand our sales and
marketing team, recruit approximately 35 staffs with expertise in sales and
marketing strategies, carry out marketing and promotion activities such as setting up
display centers or showrooms comprising mainly interior construction and fit-out
works and multimedia hardware, supplemented by software design and video
production, to create an immersive environment for showcasing our products and
FUTURE PLANS AND USE OF PROCEEDS
– 417 –


--- page 428 ---
solutions, and build a dedicated team to provide technical support to our customers.
Through these efforts, we expect to establish our sales network, strengthen our
customer relationship and create our brand impact. See “— Business Sustainability
and Path to Profitability — Expanding Customer Base.”
 Approximately 10.0%, or HK$435.1 million, will be used for working capital and
general corporate purposes.
The table below summarizes the planned yearly allocation of the net proceeds from the
Global Offering by nature, from 2026 through 2029. Investors should note that these plans are
based on assumptions and are subject to uncertainties, including the risks described in the
“Risk Factors” section of this Prospectus. As such, we cannot guarantee that our plans will
proceed as scheduled or that our goals will be fully achieved.
2026 2027 2028 2029 Total
(in HKD millions)
Research and
development of
intelligent computing
solutions 778.8 793.6 1,076.8 1,048.9 3,698.0
– Evolution of intelligent
computing hardware 430.7 445.5 554.7 526.9 1,957.8
– Development and
upgrade of software
platform 348.0 348.0 522.1 522.1 1,740.2
The commercialization
of intelligent
computing solution 42.4 54.4 65.3 55.5 217.5
Working capital and
general corporate
purposes 87.0 87.0 130.5 130.5 435.1
Total 908.2 934.9 1,272.6 1,234.9 4,350.6
If the Offer Price is determined at the highest or lowest point of the stated range, the net
proceeds to our Company would increase or decrease, respectively, by approximately
HK$313.9 million. We intend to apply the additional or reduced net proceeds to the above
allocation on a pro rata basis.
FUTURE PLANS AND USE OF PROCEEDS
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The net proceeds that we would receive if the Offer Size Adjustment Option and the
Over-allotment Option are exercised in full would be (i) HK$6,190.9 million (assuming an
Offer Price of HK$19.60 per Share, being the maximum Offer Price of the indicative Offer
Price range), (ii) HK$5,775.8 million (assuming an Offer Price of HK$18.30 per Share, being
the mid-point of the indicative Offer Price range) and (iii) HK$5,360.6 million (assuming an
Offer Price of HK$17.00 per Share, being the minimum Offer Price of the indicative Offer
Price range).
To the extent that the net proceeds of the Global Offering are not immediately used for
the above purposes and to the extent permitted by the relevant laws and regulations, we intend
to deposit those net proceeds into short-term interest-bearing at licensed commercial banks
and/or other authorized financial institutions as defined under the Securities and Futures
Ordinance or applicable laws and regulations in other jurisdictions. In such event, we will
comply with the appropriate disclosure requirements under the Listing Rules.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
China International Capital Corporation Hong Kong Securities Limited
Ping An Securities (Hong Kong) Company Limited
BOCI Asia Limited
CLSA Limited
Orient Securities (Hong Kong) Limited
Futu Securities International (Hong Kong) Limited
SPDB International Capital 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
Sponsor-OCs (for themselves and on behalf of the Underwriters) and the Company, the Global
Offering will not proceed and will lapse.
The Global Offering comprises the Hong Kong Public Offering of initially 12,384,800
Hong Kong Offer Shares and the International Offering of initially 235,308,000 International
Offer Shares, subject, in each case, to reallocation on the basis as described in the section
headed “Structure of the Global Offering” in this Prospectus as well as to the Offer Size
Adjustment Option and the Over-allotment Option (in the case of the International Offering).
The Company would be considered a covered foreign person, as defined under 31 C.F.R.
§850.209 engaging in covered activities that would render investments in the Company
“prohibited transactions” (as described under the OIR Rule). Therefore, absent an applicable
exception, U.S. persons would be prohibited from investing in, or knowingly directing
investments in, the Company.
UNDERWRITING
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--- page 431 ---
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, the Company is offering the Hong
Kong Offer Shares for subscription on the terms and conditions set out in this Prospectus and
the Hong Kong Underwriting Agreement at the Offer Price.
Subject to (a) the Listing Committee granting approval for the listing of, and permission
to deal in, the H Shares to be offered pursuant to the Global Offering (including any additional
H Shares that may be issued pursuant to the exercise of the Offer Size Adjustment Option and
the Over-allotment Option) and the H Shares to be converted from Unlisted Shares on the Main
Board of the Hong Kong Stock Exchange and such approval not subsequently having been
revoked prior to the commencement of trading of the H Shares on the Hong Kong Stock
Exchange and (b) certain other conditions set out in the Hong Kong Underwriting Agreement,
the Hong Kong Underwriters have agreed severally but not jointly to procure subscribers for,
or themselves to subscribe for, their respective applicable proportions of the Hong Kong Offer
Shares being offered which are not taken up under the Hong Kong Public Offering on the terms
and conditions set out in this Prospectus and the Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on, among other things, the
International Underwriting Agreement having been executed and becoming unconditional and
not having been terminated in accordance with its terms.
Grounds for Termination
If at any time prior to 8:00 a.m. on the day that trading in the H Shares commences on
the Stock Exchange:
(1) there develops, occurs, exists or comes into force:
(a) any new law or regulation or any change or development involving a
prospective change or any event or series of events or circumstances likely to
result in a change or a development involving a prospective change in existing
laws or regulations, or the interpretation or application thereof by any court or
any competent authority in or affecting Hong Kong, the PRC, the United
States, the United Kingdom, the European Union (or any member thereof) and
Singapore, or other jurisdictions relevant to the Group or the Global Offering
(each a “ Relevant Jurisdiction ” and collectively, the “ Relevant
Jurisdictions ”); or
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(b) any change or development involving a prospective change, or any event or
series of events or circumstances likely to result in a change or prospective
change, in any local, national, regional or international financial, political,
military, industrial, economic, fiscal, legal, regulatory, currency, credit or
market conditions or sentiments, Taxation, equity securities or currency
exchange rate or controls or any monetary or trading settlement system, or
foreign investment regulations (including, without limitation, a devaluation of
the Hong Kong dollar, United States dollar or Renminbi against any foreign
currencies, a change in the system under which the value of the Hong Kong
dollar is linked to that of the United States dollar or the Renminbi is linked to
any foreign currency or currencies) or other financial markets (including,
without limitation, conditions and sentiments in stock and bond markets,
money and foreign exchange markets, the inter-bank markets and credit
markets) in or affecting any Relevant Jurisdictions, or affecting an investment
in the Offer Shares; or
(c) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of government, declaration of a
regional, national or international emergency or war, calamity, crisis, economic
sanctions, strikes, labor disputes, other industrial actions, lock-outs, fire,
explosion, flooding, tsunami, earthquake, volcanic eruption, civil commotion,
riots, rebellion, public disorder, paralysis in government operations, acts of
war, epidemic, pandemic, outbreak or escalation, mutation or aggravation of
diseases, accident or interruption or delay in transportation, local, national,
regional or international outbreak or escalation of hostilities (whether or not
war is or has been declared), act of God or act of terrorism (whether or not
responsibility has been claimed)) in or affecting any of the Relevant
Jurisdictions; or
(d) the imposition or declaration of any moratorium, suspension or limitation
(including without limitation, any imposition of or requirement for any
minimum or maximum price limit or price range) on (i) the trading in shares
or securities generally on the Stock Exchange, the Shanghai Stock Exchange,
the Shenzhen Stock Exchange, the New Y ork Stock Exchange, the NASDAQ
Global Market or the London Stock Exchange; or (ii) the trading in any
securities of the Company listed or quoted on a stock exchange or an
over-the-counter market; or
(e) the imposition or declaration of any general moratorium on banking activities
in or affecting any of the Relevant Jurisdictions or any disruption in
commercial banking or foreign exchange trading or securities settlement or
clearing services, procedures or matters in or affecting any of the Relevant
Jurisdictions; or
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(f) other than with the prior written consent of the Sponsor-OCs, the issue or
requirement to issue by the Company of a supplement or amendment to this
Prospectus or other documents in connection with the offer and sale of the
Offer Shares pursuant to the Companies (Winding up and Miscellaneous
Provisions) Ordinance or the Listing Rules or upon any requirement or request
of the Stock Exchange and/or the SFC; or
(g) the commencement by any authority or other regulatory or political body or
organization of any public action or investigation against a group company or
a director or a senior management member of any group company or
announcing an intention to take any such action; or
(h) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any group company or by or on any Relevant Jurisdiction, or the
withdrawal of trading privileges which existed on the date of the Hong Kong
Underwriting Agreement, in whatever form, directly or indirectly, by, or for,
any Relevant Jurisdiction; or
(i) any valid demand by creditors for payment or repayment of indebtedness of
any member of the Group or in respect of which any member of the Group is
liable prior to its stated maturity; or
(j) any non-compliance of this Prospectus (or any other documents used in
connection with the contemplated offering, allotment, issue, subscription or
sale of any of the Offer Shares), the CSRC filings or any aspect of the Global
Offering with the Listing Rules or any other applicable Laws; or
(k) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of the Group or any Director or senior management members as named
in the Prospectus; or
(l) any contravention by any group company or any Director of the Listing Rules
or applicable laws; or
(m) an order or petition is presented for the winding-up or liquidation of any
member of the Group, or any member of the Group makes any composition or
arrangement with its creditors or enters into a scheme of arrangement or any
resolution is passed for the winding-up of any member of the Group or a
provisional liquidator, receiver or manager is appointed over all or part of the
assets or undertaking of any member of the Group or anything analogous
thereto occurs in respect of any member of the Group; or
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which, in any such case individually or in the aggregate, in the sole and absolute
opinion of the Joint Sponsors and/or the Sponsor-OCs (for themselves and on behalf
of the Hong Kong Underwriters):
i. has or will or may have a material adverse effect or any development involving
a prospective material adverse effect, on the profits, losses, results of
operations, assets, liabilities, general affairs, business, management,
performance, prospects, shareholders’ equity, position or condition (financial,
trading or otherwise) of the Group, taken as a whole (the “ Material Adverse
Effect ”);
ii. has or will or may have a Material Adverse Effect on the success of the Global
Offering or the level of applications under the Hong Kong Public Offering or
the level of indications of interest under the International Offering; or
iii. makes or will make or may make it impracticable, inadvisable, inexpedient or
incapable for any material part of the Hong Kong Underwriting Agreement, the
Hong Kong Public Offering or the Global Offering to be performed or
implemented as envisaged, or for the Hong Kong Public Offering and/or the
Global Offering to proceed, or to market the Global Offering, or the delivery
or distribution of the Offer Shares on the terms and in the manner contemplated
by the Offering Documents; or
iv. has or will or may have the effect of making any part of the Hong Kong
Underwriting Agreement (including underwriting) incapable of performance in
accordance with its terms or preventing the processing of applications and/or
payments pursuant to the Global Offering or pursuant to the underwriting
thereof; or
(2) there has come to the notice of the Joint Sponsors and/or the Sponsor-OCs (for
themselves and on behalf of the Hong Kong Underwriters) that:
(a) any statement contained in any of the offering documents, the operative
documents, the CSRC filings and/or any notices, announcements,
advertisements, communications or other documents issued or used by or on
behalf of the Company in connection with the 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
in any material respect or misleading; or that any estimate, forecast, expression
of opinion, intention or expectation contained in any such documents, was,
when it was issued, or has become unfair or misleading in any material respect
or based on untrue, dishonest or unreasonable assumptions or given in bad
faith; or
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(b) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this Prospectus, constitute a material
omission or misstatement in any Global Offering Document; or
(c) any material breach of, or any event or circumstance rendering untrue or
incorrect or incomplete or misleading in any respect, any of the
representations, warranties and undertakings given by the Company in the
Hong Kong Underwriting Agreement or the International Underwriting
Agreement; or
(d) any material breach of any of the obligations or undertakings imposed upon the
Company or any cornerstone investor (as applicable) to the Hong Kong
Underwriting Agreement, the International Underwriting Agreement or the
Cornerstone Investment Agreements; or
(e) there is any change or development involving a prospective change,
constituting or having a Material Adverse Effect; or
(f) that the Chairman of the Board, any executive Director or any member of the
key personnel or senior management of the Company named in this Prospectus
seeks to retire, or is removed from office or vacating his/her office; or
(g) any Director or any member of the key personnel or senior management of the
Company named in this Prospectus is being charged with an indictable offence
or prohibited by operation of law or otherwise disqualified from taking part in
the management or taking directorship of a company; or
(h) the Company withdraws this Prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer Shares pursuant to
the Global Offering) or the Global Offering; or
(i) that the approval by the Listing Committee of the listing of, and permission to
deal in, the H Shares in issue and to be issued pursuant to the Global Offering
(including pursuant to any exercise of the Offer Size Adjustment Option and
the Over-allotment Option) is refused or not granted, other than subject to
customary conditions, on or before the Listing Date, or if granted, the approval
is subsequently withdrawn, cancelled, qualified (other than by customary
conditions), revoked or withheld; or
(j) any experts (other than any of the Joint Sponsors) has withdrawn its consent
to the issue of this Prospectus or any of the Offering Documents 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
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(k) any prohibition on the Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Shares pursuant to the terms of the Global
Offering; or
(l) (A) the notice of acceptance of the CSRC filings issued by the CSRC and/or
the results of the CSRC filings published on the website of the CSRC is
rejected, withdrawn, revoked or invalidated; or (B) other than with the prior
written consent of the Sponsor-OCs, the issue or requirement to issue by the
Company of a supplement or amendment to the CSRC filings pursuant to the
CSRC rules or upon any requirement or request of the CSRC; or (C) any
non-compliance of the CSRC filings with the CSRC rules or any other
applicable laws; or
(m) that (i) a material portion of the orders placed or confirmed in the bookbuilding
process or (ii) any investment commitment made by any cornerstone investors
under the Cornerstone Investment Agreements signed with such cornerstone
investors, have been withdrawn, terminated or cancelled, or with respect to
which the payment of the relevant orders and/or investment commitment has
not been received or settled in the stipulated time and manner or otherwise; or
(n) any event, act or omission which gives rise or is likely to give rise to any
liability of any of the Indemnifying Parties pursuant to the indemnities in this
Agreement or the International Underwriting Agreement (including any
supplement or amendment thereto), as applicable,
then, in each case, the Joint Sponsors and the Sponsor-OCs (for themselves and on behalf of
the Hong Kong Underwriters) may, in their sole and absolute discretion and upon giving notice
in writing to the Company, terminate the Hong Kong Underwriting Agreement with immediate
effect.
Undertakings to the Stock Exchange pursuant to the Listing Rules
Undertakings by the Company
Pursuant to Rule 10.08 of the Listing Rules, the Company has undertaken to the Stock
Exchange that it will not issue any further Shares, or securities convertible into equity
securities of the Company (whether or not of a class already listed) or enter into any agreement
to such an issue within six months from the Listing Date (whether or not such issue of Shares
or securities will be completed within six months from the Listing Date), except (a) pursuant
to the Global Offering, the Offer Size Adjustment Option and the Over-allotment Option or (b)
under any of the circumstances provided under Rule 10.08 of the Listing Rules.
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Undertakings by Mr. Zhang, Shanghai Biliren and the Pathfinder SIIs
Pursuant to Rule 18C.14 of the Listing Rules, each of Mr. Zhang and Shanghai Biliren,
as his close associate, and the Pathfinder SIIs (including QM120, Country Garden V enture
Capital, Sky9 Capital, Zhuhai Gree and Shenzhen Songhe), and their respective close
associates, as identified under the section headed “History, Development and Corporate
Structure – Lock-up and Free Float Requirement under the Listing Rules”, has undertaken to
the Stock Exchange and to us that, except pursuant to the Global Offering (including the Offer
Size Adjustment Option and the Over-allotment Option), it will not, unless otherwise permitted
under Rule 18C.15 of the Listing Rules: at any time in the period commencing on the date by
reference to which disclosure of its shareholding is made in this Prospectus and ending on the
date which is 12 months (or 6 months in the case of the Pathfinder SIIs) from the Listing Date,
dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights,
interests or encumbrances in respect of, any of the Shares in respect of which it is shown by
this Prospectus to be the beneficial owner.
Shanghai Biliren is our employee incentive platform. We had granted Share Options to
selected participants under the Pre-IPO Employee Incentive Scheme for indirect limited
partnership interests in 31 limited partners of Shanghai Biliren. As of the Latest Practicable
Date, four of our Directors (including Mr. Zhou HONG, our Chief Technology Officer, and Mr.
Linglan ZHANG, our Chief Operating Officer, who are also key management and core
members of our R&D team) were limited partners of four of the limited partners of Shanghai
Biliren, including (i) Limited Partnership 1 (a limited partner of Shanghai Biliren holding
46.54% of its partnership interests), whereby Mr. Zhou HONG, Mr. Linglan ZHANG and Mr.
Luting PAN held 35.32%, 22.91% and 1.28% of the partnership interests of Limited
Partnership 1; (ii) Limited Partnership 2 (a limited partner of Shanghai Biliren holding
approximately 9.08% of its partnership interests), whereby Mr. Xiao held 2.53% of the
partnership interests of Limited Partnership 2; (iii) Limited Partnership 3 (a limited partner of
Shanghai Biliren holding 1.95% of its partnership interests), whereby Mr. Xiao held 66.89%
of the partnership interests of Limited Partnership 3; and (iv) Limited Partnership 31 (a limited
partner of Shanghai Biliren holding 2.83% of its partnership interests), whereby Mr. Luting
PAN held 17.23% of the partnership interests of Limited Partnership 31. Such partnership
interests held by our four executive Directors in the limited partners of Shanghai Biliren will
be subject to lock-up period ending on the expiry of 12 months from the Listing Date. Save as
disclosed above, there is no other senior management or key management and core members
of our R&D team who holds any interest in our Company.
Note 2 to Rule 18C.14 of the Listing Rules provides that the above undertakings do not
prevent such persons from using the Shares beneficially owned by it/him/her as security
(including a charge or pledge) in favor of an authorized institution (as defined in the Banking
Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan.
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Further, pursuant to Note 2 to 18C.14 of the Listing Rules, each of such persons has
undertaken to the Stock Exchange and to us that, within the period commencing on the date by
reference to which disclosure of its shareholding is made in this Prospectus and ending on the
date which is 12 months (or 6 months in the case of the Pathfinder SIIs) from the Listing Date:
(a) when it pledges or charges any Shares beneficially owned by it in favor of an
authorized institution (as defined in the Banking Ordinance, Chapter 155 of the
Laws of Hong Kong) for a bona fide commercial loan, immediately inform us and
the Stock Exchange of such pledge or charge together with the number of Shares so
pledged or charged; and
(b) when it receives indications, either verbal or written, from the pledgee or chargee
that any of the pledged or charged Shares will be disposed of, immediately inform
us and the Stock Exchange of such indications.
We will inform the Stock Exchange as soon as we have been informed of the above
matters, if any, by such persons and disclose such matters as soon as possible after being so
informed.
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by the Company
Pursuant to the Hong Kong Underwriting Agreement, the Company has undertaken to
each of the Joint Sponsors, the Sponsor-OCs, 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, without the prior written consent of the
Joint Sponsors, the Sponsor- OCs 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, except pursuant to the Global Offering (including pursuant to the Offer Size Adjustment
Option and the Over-allotment Option), at any time during the period commencing on the date
of the Hong Kong Underwriting Agreement and ending on and including the date that is six
months after the Listing Date (the “ First Six-Month Period ”):
(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, or repurchase, either directly or indirectly,
conditionally or unconditionally, or repurchase, any legal or beneficial interest in
any Shares or other securities convertible into equity securities of the Company, or
any interests in any of the foregoing (including, but not limited to, any securities
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that are convertible into or exercisable or exchangeable for, or that represent the
right to receive, or any warrants or other rights to purchase, any Shares or other
equity securities of the Company); or
(b) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership (legal or beneficial) of the
Shares or any other securities convertible into equity securities of the Company, or
any interest therein (including, but not limited to, any securities that are convertible
into or exercisable or exchangeable for, or that represent the right to receive, or any
warrants or other rights to purchase, any Shares or other equity securities of the
Company); or
(c) enter into any transaction with the same economic effect as any transaction specified
in (a) and (b) above; or
(d) offer to or agree to or announce any intention to effect any transaction specified in
(a), (b) and (c) above,
in each case, whether any of the transactions specified in (a), (b) or (c) above is to be
settled by delivery of H Shares or other securities of the Company in cash or otherwise
(whether or not the issue of such share capital or other securities will be completed within
the First Six-Month Period).
The Company further agrees that, in the event the Company is allowed to enter into any
of the transactions described in (a), (b) or (c) above or offers to or agrees to or announces any
intention to effect any such transaction during the period of six months commencing on the
date on which the First Six-Month Period expires (the “ Second Six-Month Period ”), it will
take all reasonable steps to ensure that such an issue or disposal will not, and no other act of
the Company will, create a disorderly or false market for any Shares or other securities of the
Company.
Hong Kong Underwriters’ Interests in the Company
Save for (i) their respective obligations under the Hong Kong Underwriting Agreement,
and (ii) the indirect holding company of Ping An Securities (Hong Kong) Company Limited is
deemed to be interested in approximately 2.25% of the total issued shares of the Company
immediately before the completion of the Global Offering through the Shareholder, PA GCC,
as of the Latest Practicable Date, none of the Hong Kong Underwriters was interested, legally
or beneficially, directly or indirectly, in any Shares or any securities of any member of the
Group or had any right or option (whether legally enforceable or not) to subscribe for or
purchase, or to nominate persons to subscribe for or purchase, any H Shares or any securities
of any member of the Group.
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Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the H Shares as a result of fulfilling their
respective obligations under the Hong Kong Underwriting Agreement.
International Offering
International Underwriting Agreement
In connection with the International Offering, the Company expects to enter into the
International Underwriting Agreement with the Sponsor-OCs on behalf of the International
Underwriters on or around the Price Determination Date. Under the International Underwriting
Agreement and subject to the Offer Size Adjustment Option and the Over-allotment Option, the
International Underwriters would, subject to certain conditions set out therein, agree severally
but not jointly to procure subscribers for, or themselves to subscribe for, their respective
applicable proportions of the International Offer Shares initially being offered pursuant to the
International Offering. It is expected that the International Underwriting Agreement may be
terminated on similar grounds as the Hong Kong Underwriting Agreement. Potential investors
should note that in the event that the International Underwriting Agreement is not entered into
or is terminated, the Global Offering will not proceed. See “Structure of the Global Offering
– The International Offering.”
Over-allotment Option
The Company is expected to grant to the International Underwriters the Over-allotment
Option, exercisable by the Sponsor-OCs on behalf of the International Underwriters at any time
from the Listing Date until Wednesday, January 28, 2026, being the 30th day after the last day
for lodging applications under the Hong Kong Public Offering, pursuant to which the Company
may be required to issue up to an aggregate of 37,153,800 H Shares (representing not more than
15% 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 42,726,800
additional H Shares (representing approximately 15% of the Offer Shares initially available
under the Global Offering assuming the Offer Size Adjustment Option is exercised in full), at
the Offer Price, to cover over-allocations (if any) in the International Offering. See “Structure
of the Global Offering – Over-allotment Option.”
Offer Size Adjustment Option
The Company is expected to grant to the International Underwriters the Offer Size
Adjustment Option, exercisable by the Sponsor-OCs (for themselves and on behalf of the
International Underwriters) on or before the second Business Day prior to the Listing Date and
will lapse immediately thereafter, whichever is earlier, to require our Company to allot and
issue up to an aggregate of 37,153,800 additional Offer Shares, representing approximately
15.0% of the Offer Shares initially being offered under the Global Offering at the Offer Price
to cover any excess demand in the International Offering. The Offer Size Adjustment Option
provides flexibility for the Sponsor-OCs to increase the number of Offer Shares available for
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purchase under the International Offering to cover additional market demand. Further details
are set out in the section headed “Structure of the Global Offering – International Offering –
Offer Size Adjustment Option” in this Prospectus.
Commissions and Expenses
The Underwriters and the Capital Market Intermediaries will receive an underwriting
commission of 1.5% 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 “ Fixed Fee ”), out of which they will pay any sub-underwriting
commissions and other fees.
The Underwriters and the Capital Market Intermediaries may receive a discretionary
incentive fee of up to 1.0% 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 “ Discretionary Fee ”). Assuming the Discretionary Fee is paid in
full, the ratio of the Fixed Fee and the Discretionary Fee payable to all Underwriters is
therefore 57.0%:43.0%. The incentive fee is discretionary in nature and the payment of such
is subject to the sole discretion of the Company.
For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering,
the underwriting commission will not be paid to the Hong Kong Underwriters but will instead
be paid, at the rate applicable to the International Offering, to the relevant International
Underwriters.
The aggregate underwriting commissions payable to the Underwriters in relation to the
Global Offering (assuming an Offer Price of HK$18.30 per Offer Share (which is the mid-point
of the Offer Price range), the full payment of the discretionary incentive fee and the exercise
of the Offer Size Adjustment Option and the Over-allotment Option in full) will be
approximately HK$143.6 million, netted of HK$6.3 million total sponsor fees payable to the
Joint Sponsors and fully deductible from the underwriting commissions and fees.
The aggregate underwriting commissions and fees together with the Stock Exchange
listing fees, the AFRC transaction levy, the SFC transaction levy and the Stock Exchange
trading fee, legal and other professional fees and printing and all other expenses relating to the
Global Offering are estimated to be approximately HK$182.2 million (assuming an Offer Price
of HK$18.30 per Offer Share (being the mid-point of the Offer Price range), the full payment
of the discretionary incentive fee and no exercise of the Offer Size Adjustment Option and the
Over-allotment Option), which will be made by the Company.
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Indemnity
The Company has agreed to indemnify the Hong Kong Underwriters for certain losses
which they may suffer or incur, including losses arising from the performance of their
obligations under the Hong Kong Underwriting Agreement and any breach by the Company of
the Hong Kong Underwriting Agreement.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offering and the International Offering
(together, the “ Syndicate Members ”) and their affiliates may each individually undertake a
variety of activities (as further described below) which do not form part of the underwriting or
stabilizing process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, brokerage, funds management, trading, hedging,
investing and other activities for their own account and for the account of others. In the
ordinary course of their various business activities, the Syndicate Members and their respective
affiliates may purchase, sell or hold a broad array of investments and actively trade securities,
derivatives, loans, commodities, currencies, credit default swaps and other financial
instruments for their own account and for the accounts of their customers. Such investment and
trading activities may involve or relate to assets, securities and/or instruments of the Company
and/or persons and entities with relationships with the Company and may also include swaps
and other financial instruments entered into for hedging purposes in connection with the
Group’s loans and other debt.
In relation to the H Shares, the activities of the Syndicate Members and their affiliates
could include acting as agent for buyers and sellers of the H Shares, entering into transactions
with those buyers and sellers in a principal capacity, including as a lender to initial purchasers
of the H Shares (which financing may be secured by the Shares) in the Global Offering,
proprietary trading in the H Shares, and entering into over the counter or listed derivative
transactions or listed or unlisted securities transactions (including issuing securities such as
derivative warrants listed on a stock exchange) which have as their underlying assets, assets
including the H Shares. Such transactions may be carried out as bilateral agreements or trades
with selected counterparties. Those activities may require hedging activity by those entities
involving, directly or indirectly, the buying and selling of the H Shares, which may have a
negative impact on the trading price of the H Shares. All such activities could occur in Hong
Kong and elsewhere in the world and may result in the Syndicate Members and their affiliates
holding long and/or short positions in the H Shares, in baskets of securities or indices including
the Shares, in units of funds that may purchase the H Shares, or in derivatives related to any
of the foregoing.
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In relation to issues by Syndicate Members or their affiliates of any listed securities
having the H Shares as their underlying securities, whether on the Stock Exchange or on any
other stock exchange, the rules of the stock exchange may require the issuer of those securities
(or one of its affiliates or agents) to act as a market maker or liquidity provider in the security,
and this will also result in hedging activity in the H Shares in most cases.
All such activities may occur both during and after the end of the stabilizing period
described in the section headed “Structure of the Global Offering” in this Prospectus. Such
activities may affect the market price or value of the H Shares, the liquidity or trading volume
in the H Shares and the volatility of the price of the H Shares, and the extent to which this
occurs from day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members
will be subject to certain restrictions, including the following:
(a) the Syndicate Members (other than the Stabilization Manager or its affiliates or any
person acting for it) must not, in connection with the distribution of the Offer
Shares, effect any transactions (including issuing or entering into any option or other
derivative transactions relating to the Offer Shares), whether in the open market or
otherwise, with a view to stabilizing or maintaining the market price of any of the
Offer Shares at levels other than those which might otherwise prevail in the open
market; and
(b) the Syndicate Members must comply with all applicable laws and regulations,
including the market misconduct provisions of the SFO, including the provisions
prohibiting insider dealing, false trading, price rigging and stock market
manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time
to time, and expect to provide in the future, investment banking and other services to the
Company and each of its affiliates for which such Syndicate Members or their respective
affiliates have received or will receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
UNDERWRITING
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THE GLOBAL OFFERING
This Prospectus is published in connection with the Hong Kong Public Offering as part
of the Global Offering.
The listing of the H Shares on the Stock Exchange is sponsored by the Joint Sponsors. The
Joint Sponsors have made an application on behalf of the Company to the Listing Committee
of the Stock Exchange for the listing of, and permission to deal in, the H Shares to be issued
as mentioned in this Prospectus.
247,692,800 Offer Shares will initially be made available under the Global Offering
comprising:
(a) the Hong Kong Public Offering of initially 12,384,800 Offer Shares (subject to
reallocation) in Hong Kong as described in the sub-section “The Hong Kong Public
Offering” in this section below; and
(b) the International Offering of initially 235,308,000 Offer Shares (subject to
reallocation, the Offer Size Adjustment Option and the Over-allotment Option)
outside the United States (including to professional and institutional investors
within Hong Kong) in offshore transactions in reliance on Regulation S, as described
in the sub-section headed “The International Offering” this section below.
Investors may either:
(i) apply for Hong Kong Offer Shares under the Hong Kong Public Offering; or
(ii) apply for or indicate an interest for International Offer Shares under the
International Offering,
but may not do both.
The Offer Shares will represent approximately 10.5% 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. If the Over-allotment
Option is exercised in full, the Offer Shares (including Shares issued pursuant to the full
exercise of the Over-allotment Option) will represent approximately 11.9% of the total Shares
in issue (assuming the Offer Size Adjustment Option is not exercised at all) or approximately
13.4% of the total Shares in issue (assuming the Offer Size Adjustment Option is exercised in
full) immediately following the completion of the Global Offering and the issue Shares of
Offer Shares pursuant to the Over-Allotment Option.
References in this Prospectus to applications, application monies or the procedure for
applications relate solely to the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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THE HONG KONG PUBLIC OFFERING
Number of Offer Shares initially offered
The Company is initially offering 12,384,800 Offer Shares (subject to reallocation) for
subscription by the public in Hong Kong at the Offer Price, representing approximately 5% of
the total number of Offer Shares initially available under the Global Offering. The number of
Offer Shares initially offered under the Hong Kong Public Offering, subject to any reallocation
of Offer Shares between the International Offering and the Hong Kong Public Offering, will
represent approximately 0.5% 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).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well
as to institutional and professional investors. Professional investors generally include brokers,
dealers, companies (including fund managers) whose ordinary business involves dealing in
shares and other securities and corporate entities that regularly invest in shares and other
securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in the
sub-section headed “Conditions of the Global Offering” in this section.
Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be
based solely on the level of valid applications received under the Hong Kong Public Offering.
The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly
applied for by applicants. Such allocation could, where appropriate, consist of balloting, which
could mean that some applicants may receive a higher allocation than others who have applied
for the same number of Hong Kong Offer Shares, and those applicants who are not successful
in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under
the Hong Kong Public Offering (after taking into account any reallocation referred to below)
will be divided equally into two pools (with any odd lots being allocated to pool A): pool A
and pool B. The Hong Kong Offer Shares in pool A will be allocated on an equitable basis to
valid applicants who have applied for Hong Kong Offer Shares with an aggregate subscription
price of HK$5 million (excluding the brokerage, the AFRC transaction levy, the SFC
transaction levy and the Stock Exchange trading fee payable) or less. The Hong Kong Offer
Shares in pool B will be allocated on an equitable basis to valid applicants who have applied
for Hong Kong Offer Shares with an aggregate subscription price of more than HK$5 million
(excluding the brokerage, the AFRC transaction levy, the SFC transaction levy and the Stock
Exchange trading fee payable) and up to the total value in pool B.
STRUCTURE OF THE GLOBAL OFFERING
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Investors should be aware that applications in pool A and applications in pool B may
receive different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the
pools are unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the
other pool to satisfy demand in that other pool and be allocated accordingly. For the purpose
of the immediately preceding paragraph only, the “price” for Hong Kong Offer Shares means
the price payable on application therefor (without regard to the Offer Price as finally
determined). Applicants can only receive an allocation of Hong Kong Offer Shares from either
pool A or pool B and not from both pools. Multiple or suspected multiple applications under
the Hong Kong Public Offering and any application for more than 6,192,400 Hong Kong Offer
Shares is liable to be rejected.
Reallocation and Clawback
The allocation of the Offer Shares between the Hong Kong Public Offering and the
International Offering is subject to reallocation. Paragraph 4.2 of Practice Note 18 of the
Listing Rules (as modified by Rule 18C.09 of the Listing Rules) requires a clawback
mechanism to be put in place which would have the effect of increasing the number of Offer
Shares under the Hong Kong Public Offering to a certain percentage of the total number of
Offer Shares offered under the Global Offering if the International Offer Shares are fully
subscribed or oversubscribed and certain prescribed total demand levels under the Hong Kong
Public Offering are reached.
If the number of Offer Shares validly applied for under the Hong Kong Public Offering
represents (a) 10 times or more but less than 50 times, and (b) 50 times or more of the total
number of Offer Shares initially available under the Hong Kong Public Offering, then Offer
Shares will be reallocated to the Hong Kong Public Offering from the International Offering.
As a result of such reallocation, the total number of Offer Shares available under the Hong
Kong Public Offering will be increased to 24,769,400 Offer Shares (in the case of (a)), and
49,538,600 Offer Shares (in the case of (b)), representing approximately 10% and
approximately 20% of the total number of Offer Shares initially available under the Global
Offering, respectively (before any exercise of the Offer Size Adjustment Option and the
Over-allotment Option). In each case, the additional Offer Shares reallocated to the Hong Kong
Public Offering will be allocated between pool A and pool B and the number of Offer Shares
allocated to the International Offering will be correspondingly reduced in such manner as the
Sponsor-OCs deem appropriate.
In addition to any mandatory reallocation required as described above, the Offer Shares
to be offered in the Hong Kong Public Offering and the Offer Shares to be offered in the
International Offering may, in certain circumstances, be reallocated between these offerings at
the discretion of the Sponsor-OCs.
The Sponsor-OCs may allocate Offer Shares from the International Offering to the Hong
Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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The Sponsor-OCs may, at their discretion, reallocate Offer Shares initially allocated for
the International Offering to the Hong Kong Public Offering to satisfy valid applications in
pool A and pool B under the Hong Kong Public Offering in accordance with Chapter 4.14 of
the Guide for New Listing Applicants. In the event that (i) the International Offer Shares are
undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed
irrespective of the number of times; or (ii) the International Offer Shares are fully subscribed
or oversubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed as
to less than 10 times of the number of Hong Kong Offer Shares initially available under the
Hong Kong Public Offering provided that the Offer Price would be set at HK$17.00 (low-end
of the indicative Offer Price range), up to 12,384,800 Offer Shares may be reallocated to the
Hong Kong Public Offering from the International Offering, so that the total number of the
Offer Shares available under the Hong Kong Public Offering will be increased to 24,769,600
Offer Shares, representing double of the number of the Offer Shares initially available under
the Hong Kong Public Offering (representing double of the total number of Offer Shares
initially available under the Hong Kong Public Offering before any exercise of the Offer Size
Adjustment Option and the Over-allotment Option). For the avoidance of doubt, in the
circumstance where the International Offer Shares are fully subscribed or oversubscribed and
the Hong Kong Offer Shares are undersubscribed, there will be no reallocation from the
International Offering to the Hong Kong Public Offering.
If the Hong Kong Public Offering is not fully subscribed, the Sponsor-OCs may reallocate
all or any unsubscribed Hong Kong Offer Shares to the International Offering, in such
proportions as the Sponsor-OCs deem appropriate.
Details of any reallocation of the Offer Shares between the Hong Kong Public Offering
and the International Offering will be disclosed in the results announcement of the Global
Offering, which is expected to be published on Wednesday, December 31, 2025.
Where the International Offer Shares are undersubscribed, if the Hong Kong Offer Shares
are also undersubscribed, the Global Offering will not proceed unless the Underwriters would
subscribe or procure subscribers for their respective applicable proportions of the Offer Shares
being offered which are not taken up under the Global Offering on the terms and conditions of
this Prospectus and the Underwriting Agreements.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an
undertaking and confirmation in the application submitted by him/her/it that he/she/it and any
person(s) for whose benefit he/her/it is making the application has not applied for or taken up,
or indicated an interest for, and will not apply for or take up, or indicate an interest for, any
International Offer Shares under the International Offering. Such applicant’s application under
the International Offering is liable to be rejected if such undertaking and/or confirmation is/are
breached and/or untrue (as the case may be).
STRUCTURE OF THE GLOBAL OFFERING
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Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the maximum Offer Price of HK$19.60 per Offer Share in
addition to the brokerage, the AFRC transaction levy, the SFC transaction levy and the Stock
Exchange trading fee payable on each Offer Share, amounting to a total of HK$3,959.54 for
one board lot of 200 H Shares. If the Offer Price, as finally determined in the manner described
in the sub-section headed “Pricing and Allocation” in this section below, is less than the
maximum Offer Price of HK$19.60 per Offer Share, appropriate refund payments (including
the brokerage, the AFRC transaction levy, the SFC transaction levy and the Stock Exchange
trading fee attributable to the surplus application monies) will be made to successful applicants
(subject to application channels), without interest. Further details are set out in the section
headed “How to Apply for Hong Kong Offer Shares” in this Prospectus.
THE INTERNATIONAL OFFERING
Number of Offer Shares initially offered
The International Offering will consist of an offering of initially 235,308,000 Offer
Shares, representing approximately 95% of the total number of Offer Shares initially available
under the Global Offering (subject to reallocation, the Offer Size Adjustment Option and the
Over-allotment Option). The number of Offer Shares initially offered under the International
Offering, subject to any reallocation of Offer Shares between the International Offering and the
Hong Kong Public Offering, will represent approximately 10.0% 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 such Offer Shares in Hong Kong and other jurisdictions outside the United States
in reliance on Regulation S. Professional investors generally include brokers, dealers,
companies (including fund managers) whose ordinary business involves dealing in shares and
other securities and corporate entities that regularly invest in shares and other securities.
Allocation of Offer Shares pursuant to the International Offering will be effected in accordance
with the “book-building” process described in sub-section headed “Pricing and Allocation” in
this section and based on a number of factors, including the level and timing of demand, the
total size of the relevant investor’s invested assets or equity assets in the relevant sector and
whether or not it is expected that the relevant investor is likely to buy further H Shares and/or
hold or sell its H Shares after the Listing. Such allocation is intended to result in a distribution
of the H Shares on a basis which would lead to the establishment of a solid professional and
institutional shareholder base to the benefit of the Group and the Shareholders as a whole. In
addition, pursuant to Rule 18C.08 of the Listing Rules, at least 50% of the total number of
STRUCTURE OF THE GLOBAL OFFERING
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--- page 449 ---
shares offered in the Global Offering (excluding any shares to be issued pursuant to the
exercise of the Offer Size Adjustment Option and the Over-allotment Option) will be taken up
by independent price setting investors, as defined under the Listing Rules, in the International
Offering.
The Sponsor-OCs (on behalf of the Underwriters) may require any investor who has been
offered Offer Shares under the International Offering and who has made an application under
the Hong Kong Public Offering to provide sufficient information to the Sponsor-OCs so as to
allow it to identify the relevant applications under the Hong Kong Public Offering and to
ensure that it is excluded from any allocation of Offer Shares under the International Offering.
Reallocation
The total number of Offer Shares to be issued or sold pursuant to the International
Offering may change as a result of the clawback arrangement described in the subsection “The
Hong Kong Public Offering – Reallocation” in this section above, the exercise of the Offer Size
Adjustment Option and the Over-allotment Option in whole or in part and/or any reallocation
of unsubscribed Offer Shares originally included in the Hong Kong Public Offering.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, the Company is expected to grant the
Over-allotment Option to the International Underwriters, exercisable by the Sponsor-OCs (on
behalf of the International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Sponsor-OCs (on behalf of the International Underwriters) at any time from
the date of the International Underwriting Agreement until 30 days after the last day for
lodging applications under the Hong Kong Public Offering, to require the Company to issue up
to an aggregate of 37,153,800 additional H Shares (representing not more than 15% of the total
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 42,726,800 additional H
Shares (representing approximately 15% of the Offer Shares available under the Global
Offering assuming the Offer Size Adjustment Option is exercised in full), at the Offer Price
under the International Offering to, cover over-allocations (if any) in the International
Offering.
If the Offer Size Adjustment Option and the Over-allotment Option are exercised in full,
the additional Offer Shares to be issued pursuant thereto will represent approximately 3.3% of
the total Shares in issue immediately following the completion of the Global Offering and the
issue of Offer Shares pursuant to the Offer Size Adjustment Option and the Over- allotment
Option. If the Over-allotment Option is exercised, an announcement will be made.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 450 ---
OFFER SIZE ADJUSTMENT OPTION
In order to provide flexibility for the Sponsor-OCs to increase the number of Offer Shares
available for purchase under the International Offering to cover additional market demand, the
Company is expected to grant to the international underwriters the Offer Size Adjustment
Option, exercisable by the Sponsor-OCs at their absolute discretion (for themselves and on
behalf of the International Underwriters) on or before the second business day prior to the
Listing Date and will lapse immediately thereafter, to require the Company to allot and issue
up to an aggregate of 37,153,800 additional Offer Shares (representing approximately 15.0%
of the Offer Shares initially being offered under the Global Offering) at the Offer Price to cover
any excess demand in the International Offering only, and will not be subject to the reallocation
and clawback as described above.
If the Offer Size Adjustment Option is exercised in full, the additional Offer Shares to be
issued pursuant thereto will represent approximately 1.6% of our issued share capital
immediately following the completion of the Global Offering (assuming the Over-allotment
Option is not exercised) and the full exercise of the Offer Size Adjustment Option.
In considering whether to exercise the Offer Size Adjustment Option, the Company and
the Sponsor-OCs will take into account a number of factors, including, among other things:
(i) 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:
(a) 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
(b) the corresponding number of Shares under the Over-allotment Option;
(ii) 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;
(iii) 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; and
(iv) general market conditions.
STRUCTURE OF THE GLOBAL OFFERING
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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 full
exercise of the Offer Size
Adjustment Option
Approximate percentage
of total issued share
capital held by the
Original Subscribers
after the full exercise
of the Offer Size
Adjustment Option
247,692,800 10.5% 284,846,600 10.3%
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.
If the Offer Size Adjustment Option is exercised in full, the additional net proceeds
received from the placing of the additional Shares allotted and issued will be allocated in
accordance with the allocations as disclosed in the section headed “Future Plans and Use of
Proceeds” in this Prospectus, on a pro rata basis.
The Company will disclose in its allotment results announcement if and to what extent the
Offer Size Adjustment Option has been exercised, 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.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the
distribution of securities. To stabilize, the underwriters may bid for, or purchase, the securities
in the secondary market during a specified period of time, to retard and, if possible, prevent
a decline in the initial public market price of the securities below the offer price. Such
transactions may be effected in all jurisdictions where it is permissible to do so, in each case
in compliance with all applicable laws and regulatory requirements, including those of Hong
Kong. In Hong Kong, the price at which stabilization is effected is not permitted to exceed the
offer price.
In connection with the Global Offering, the Stabilization Manager (or its affiliates or any
person acting for it), on behalf of the Underwriters, may over-allocate or effect transactions
with a view to stabilizing or supporting the market price of the Shares at a level higher than
that which might otherwise prevail for a limited period after the Listing Date. However, there
is no obligation on the Stabilization Manager (or its affiliates or any person acting for it) to
conduct any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at
STRUCTURE OF THE GLOBAL OFFERING
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the absolute discretion of the Stabilization Manager (or its affiliates or any person acting for
it) and in what the Stabilization Manager reasonably regards as the best interest of the
Company, (b) may be discontinued at any time and (c) is required to be brought to an end
within 30 days of the last day for lodging applications under the Hong Kong Public Offering.
Stabilization action permitted in Hong Kong pursuant to the Securities and Futures (Price
Stabilizing) Rules of the SFO includes (a) over-allocating for the purpose of preventing or
minimizing any reduction in the market price of the H Shares, (b) selling or agreeing to sell
the H Shares so as to establish a short position in them for the purpose of preventing or
minimizing any reduction in the market price of the H Shares, (c) purchasing, or agreeing to
purchase, the H Shares pursuant to the Over-allotment Option in order to close out any position
established under paragraph (a) or (b) above, (d) purchasing, or agreeing to purchase, any of
the H Shares for the sole purpose of preventing or minimizing any reduction in the market price
of the H Shares, (e) selling or agreeing to sell any H Shares in order to liquidate any position
established as a result of those purchases, and (f) offering or attempting to do anything as
described in items (b), (c), (d) or (e) above.
Specifically, prospective applicants for and investors in the Offer Shares should note that:
(a) the Stabilization Manager (or its affiliates or any person acting for it) may, in
connection with the stabilizing action, maintain a long position in the H Shares;
(b) there is no certainty as to the extent to which and the time or period for which the
Stabilization Manager (or its affiliates or any person acting for it) will maintain such
a long position;
(c) liquidation of any such long position by the Stabilization Manager (or its affiliates
or any person acting for it) and selling in the open market may have an adverse
impact on the market price of the H Shares;
(d) no stabilizing action can be taken to support the price of the H Shares for longer than
the stabilization period, which will begin on the Listing Date, and is expected to
expire on Wednesday, January 28, 2026, being the 30th day after the last day for
lodging applications under the Hong Kong Public Offering. After this date, when no
further stabilizing action may be taken, demand for the H Shares, and therefore the
price of the H Shares, could fall;
(e) the price of the H Shares cannot be assured to stay at or above the Offer Price by
the taking of any stabilizing action; and
(f) stabilizing bids or transactions effected in the course of the stabilizing action may
be made at any price at or below the Offer Price and can, therefore, be done at a
price below the price paid by applicants for, or investors in, the Offer Shares.
STRUCTURE OF THE GLOBAL OFFERING
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In order to effect stabilization actions, the Stabilization Manager may arrange cover of up
to an aggregate of 37,153,800 Offer Shares, representing up to 15% of the total number of our
Offer Shares under the Global Offering, through delayed delivery arrangements with our
Cornerstone Investor(s) or investors who have been allocated Offer Shares in the International
Offering. The delayed delivery arrangements (if specifically agreed to by an investor) relate
only to the delay in the delivery of our Offer Shares to such investor and the Offer Price for
the Offer Shares allocated to such investor will be fully paid prior to Listing, accordingly there
will be no delayed settlement of payment of our Offer Shares. 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 Offer Shares can be
delivered on a delayed basis. If no cornerstone investor and/or investor in the International
Offering agrees to the delayed delivery arrangements, no stabilizing actions will be undertaken
by the Stabilization Manager and the Over-allotment Option will not be exercised.
The Company will ensure or procure that an announcement in compliance with the
Securities and Futures (Price Stabilizing) Rules of the SFO will be made within seven days of
the expiration of the stabilization period.
Over-Allocation
Following any over-allocation of H Shares in connection with the Global Offering, the
Stabilization Manager (or its affiliates or any person acting for it) may cover such
over-allocations by exercising the Over-allotment Option in full or in part, by using H Shares
purchased by the Stabilization Manager (or its affiliates or any person acting for it) in the
secondary market at prices that do not exceed the Offer Price, or by a combination of these
methods.
PRICING AND ALLOCATION
Determining the Pricing of the Offer Shares
Pricing for the Offer Shares for the purpose of the various offerings under the Global
Offering will be fixed on the Price Determination Date, which is expected to be on or about
Tuesday, December 30, 2025 and, in any event, no later than 12:00 noon on Tuesday, December
30, 2025, by agreement between the Sponsor-OCs (on behalf of the Underwriters) and the
Company, and the number of Offer Shares to be allocated under the various offerings will be
determined shortly thereafter.
The Offer Price will not be more than HK$19.60 per Offer Share and is expected to be
not less than HK$17.00 per Offer Share, unless otherwise announced, as further explained
below. Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the maximum Offer Price of HK$19.60 per Offer Share plus
brokerage of 1.0%, the AFRC transaction levy of 0.00015%, SFC transaction levy of 0.0027%
and Stock Exchange trading fee of 0.00565%, amounting to a total of HK$3,959.54 for one
STRUCTURE OF THE GLOBAL OFFERING
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--- page 454 ---
board lot of 200 H Shares. Prospective investors should be aware that the Offer Price to be
determined on the Price Determination Date may be, but is not expected to be, lower than
the minimum Offer Price stated in this Prospectus.
The International Underwriters will be soliciting from prospective investors indications
of interest in acquiring Offer Shares in the International Offering. Prospective professional and
institutional investors will be required to specify the number of Offer Shares under the
International Offering they would be prepared to acquire either at different prices or at a
particular price. This process, known as “book-building,” is expected to continue up to, and to
cease on or about, the last day for lodging applications under the Hong Kong Public Offering.
The Sponsor-OCs (on behalf of the Underwriters) may, where it deems appropriate, based
on the level of interest expressed by prospective investors during the book-building process in
respect of the International Offering, and with the consent of the Company, reduce the number
of Offer Shares offered and/or the Offer Price range below that stated in this Prospectus at any
time on or prior to the morning of the last day for lodging applications under the Hong Kong
Public Offering. In such a case, the Company will, as soon as practicable following the
decision to make such reduction, and in any event not later than the morning of the last day
for lodging applications under the Hong Kong Public Offering, cause to be published on the
websites of the Company and the Stock Exchange at www.birentech.com and
www.hkexnews.hk , respectively, notices of the reduction of the Offer Shares and/or the
indicative Offer Price range, and the cancellation of the Global Offering and relaunch of the
offer at the revised number of Offer Shares and/or the revised Offer Price range. The Company
will also, as soon as practicable following the decision to make such change, issue a
supplemental prospectus or a new prospectus updating investors of the change in the number
of Offer Shares being offered under the Global Offering and/or the Offer Price, and giving
investors at least three business days to consider the new information. The supplemental or new
prospectus should include at least the following: updated (i) Offer Price and market
capitalization; (ii) listing timetable and underwriting obligations; (iii) price/earning multiple,
unaudited pro forma and adjusted net tangible assets; and (iv) use of proceeds and working
capital adequacy confirmation based on the revised proceeds. Upon the issue of such a notice
and a supplemental prospectus or a new prospectus, the revised number of Offer Shares and/or
the Offer Price range will be final and conclusive and the Offer Price, if agreed upon by the
Sponsor-OCs (on behalf of the Underwriters) and the Company, will be fixed within such
revised Offer Price range. The Global Offering must first be cancelled and subsequently
relaunched on FINI pursuant to a supplemental prospectus or a new prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have
regard to the possibility that any announcement of a reduction in the number of Offer Shares
and/or the Offer Price range may not be made until the last day for lodging applications under
the Hong Kong Public Offering. In the absence of any such notice so published, the number
of Offer Shares will not be reduced and/or the Offer Price, if agreed upon by the Sponsor-OCs
(on behalf of the Underwriters) and the Company, will under no circumstances be set outside
the Offer Price range as stated in this Prospectus.
STRUCTURE OF THE GLOBAL OFFERING
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Announcement of Final Pricing of the Offer Shares
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 the
section headed “How to Apply for Hong Kong Offer Shares – B. Publication of Results” in this
Prospectus.
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters
under the terms and conditions of the Hong Kong Underwriting Agreement and is subject to,
among other things, the Sponsor-OCs (on behalf of the Underwriters) and the Company
agreeing on the Offer Price.
The Company expects to enter into the International Underwriting Agreement relating to
the International Offering on or around the Price Determination Date.
These underwriting arrangements, including the Underwriting Agreements, are
summarized in the section headed “Underwriting” in this Prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on:
(a) the Listing Committee granting approval for the listing of, and permission to deal in,
the H Shares to be issued pursuant to the Global Offering (including any additional
H Shares that may be issued pursuant to the exercise of the Offer Size Adjustment
Option and the Over-allotment Option) and the H Shares to be converted from
Unlisted Shares on the Main Board of the Stock Exchange and such approval and
permission not subsequently having been withdrawn or revoked prior to the Listing
Date;
(b) the Offer Price having been agreed between the Sponsor-OCs (on behalf of the
Underwriters) and the Company;
(c) the execution and delivery of the International Underwriting Agreement on or about
the Price Determination Date; and
(d) the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting
Agreement and the obligations of the International Underwriters under the
International Underwriting Agreement becoming and remaining unconditional and
not having been terminated in accordance with the terms of the respective
agreements,
STRUCTURE OF THE GLOBAL OFFERING
– 445 –


--- page 456 ---
in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times) and, in any event, not later than the date which is 30 days after the date
of this Prospectus.
If, for any reason, the Offer Price is not agreed between the Sponsor-OCs (on behalf of
the Underwriters) and the Company by 12:00 noon on Tuesday, December 30, 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 other things, the other offering becoming unconditional
and not having been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the dates and times specified,
the Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of
the lapse of the Hong Kong Public Offering will be published by the Company on the websites
of the Company and the Stock Exchange at www.birentech.com and www.hkexnews.hk ,
respectively, on the next day following such lapse. In such a situation, all application monies
will be returned, without interest, on the terms set out in the section headed “How to Apply for
Hong Kong Offer Shares – D. Despatch/Collection of H Share Certificates and Refund of
Application Monies” in this Prospectus. In the meantime, all application monies will be held
in separate bank account(s) with the receiving banks or other bank(s) in Hong Kong licensed
under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong).
H Share certificates for the Offer Shares will only become valid at 8:00 a.m. on Friday,
January 2, 2026, provided that the Global Offering has become unconditional in all respects at
or before that time.
DEALINGS IN H SHARES
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00
a.m. in Hong Kong on Friday, January 2, 2026, it is expected that dealings in the H Shares on
the Stock Exchange will commence at 9:00 a.m. on Friday, January 2, 2026.
The Shares will be traded in board lots of 200 H Shares each and the stock code of the
H Shares will be 6082.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 457 ---
IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES FULLY
ELECTRONIC APPLICATION PROCESS
The Company has adopted a fully electronic application process for the Hong Kong
Public Offering and below are the procedures for application.
This Prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information”
section, and our Company’s website at www.birentech.com .
The contents of this Prospectus are identical to the prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
A. APPLICATIONS FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you
are applying for:
 are 18 years of age or older; and
 have a Hong Kong address (for the HK eIPO White Form service only) .
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the
Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the
person(s) for whose benefit you are applying for:
 are an existing Shareholder or close associates;
 are a Director, chief executive or any of his/her close associates; 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 Offer period will begin at 9:00 a.m. on Monday, December 22,
2025 and end at 12:00 noon on Monday, December 29, 2025 (Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 458 ---
To apply for Hong Kong Offer Shares, you may use one of the following application
channels:
Application
Channel Platform Target Investors Application Time
HK eIPO
White Form
service
www.hkeipo.hk ;
Investors who would
like to receive a
physical H Share
certificate.
Hong Kong Offer
Shares successfully
applied for will be
allotted and issued in
your own name.
From 9:00 a.m. on
Monday, December
22, 2025 to 11:30
a.m. on Monday,
December 29, 2025,
Hong Kong time.
The latest time for
completing full
payment of
application monies
will be 12:00 noon on
Monday,
December 29, 2025,
Hong Kong time.
HKSCC EIPO
channel
Y our broker or custodian
who is a HKSCC
Participant will submit
an EIPO application
on your behalf
through HKSCC’s
FINI system in
accordance with your
instruction.
Investors who would not
like to receive a
physical H Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in the
name of HKSCC
Nominees, deposited
directly into CCASS
and credited to your
designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the
earliest and latest time
for giving such
instructions, as this
may vary by broker or
custodian.
The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject
to capacity limitations and potential service interruptions and you are advised not to wait until
the last day of the application period to apply for Hong Kong Offer Shares.
For those applying through the HK eIPO White Form service, once you complete
payment in respect of any application instructions given by you or for your benefit through the
HK eIPO White Form service to make an application for Hong Kong Offer Shares, an actual
application shall be deemed to have been made. If you are a person for whose benefit the
electronic application instructions are given, you shall be deemed to have declared that only
one set of electronic application instructions has been given for your benefit. If you are an
agent for another person, you shall be deemed to have declared that you have only given one
set of electronic application instructions for the benefit of the person for whom you are an
agent and that you are duly authorized to give those instructions as an agent.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 448 –


--- page 459 ---
For the avoidance of doubt, giving an application instruction under the HK eIPO White
Form service more than once and obtaining different payment reference numbers without
effecting full payment in respect of a particular reference number will not constitute an actual
application.
If you apply through the HK eIPO White Form service, you are deemed to have
authorized the HK eIPO White Form Service Provider to apply on the terms and conditions
in this prospectus, as supplemented and amended by the terms and conditions of the HK eIPO
White Form service.
By instructing your broker or custodian to apply for 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.
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual Applicants For Corporate Applicants
 Full name(s) 2 as shown on your
identity document
 Full name(s) 2 as shown on your
identity document
 Identity document’s issuing country
or jurisdiction
 Identity document’s issuing country
or jurisdiction
 Identity document type, with order
of priority:
i. HKID card; or
ii. National identification
document; or
iii. Passport; and
 Identity document type, with order
of priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration
certificate; or
iv. Other equivalent document; and
 Identity document number  Identity document number
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 449 –


--- page 460 ---
Notes:
1. If you are applying through the HK eIPO White Form service, you are required to provide a valid
e-mail address, a contact telephone number and a Hong Kong Address. Y ou are also required to declare
that the identity information provided by you follows the requirements as described in Note 2 below. In
particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID
card. The number of joint applicants may not exceed four. If you are a firm, the applicant must be in
the individual members’ names.
2. The applicant’s full name as shown on their identity document must be used and the surname, given
name, middle and other names (if any) must be input in the same order as shown on the identity
document. If an applicant’s identity document contains both an English and Chinese name, both English
and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The
order of priority of the applicant’s identity document type must be strictly followed and where an
individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong
Permanent Residents), the HKID number must be used when making an application to subscribe for
shares in a public offer. Similarly for corporate applicants, a LEI number must be used if an entity has
a LEI certificate.
3. If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will
be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID
of the asset management company or the individual fund, as appropriate, which has opened a trading
account with the broker will be required, as above.
4. The maximum number of joint account holders on FINI is capped at 4 in accordance with market
practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii),
the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial
owners, for each joint beneficial owner. If you do not include this information, the application will be
treated as being made for your benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated
as being for your benefit and you should provide the required information in your application as stated
above.
– “Unlisted company” means a company with no equity securities listed on the Stock Exchange or
any other stock exchange.
– “Statutory control” means you:
 control the composition of the board of directors of 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 Sponsor-OCs, 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 461 ---
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size : 200
Permitted number of Hong Kong
Offer Shares for application and
amount payable on application/
successful allotment
: Hong Kong Offer Shares are available
for application in specified board lot
sizes only. Please refer to the amount
payable associated with each
specified board lot size in the table
below.
The maximum Offer Price is
HK$19.60 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.
Y ou are responsible for complying
with any such pre-funding
requirement imposed by your broker
or custodian with respect to the Hong
Kong Offer Shares you applied for.
By instructing your broker or
custodian to apply for the Hong Kong
Offer Shares on your behalf through
the HKSCC EIPO Channel, you
(and, if you are joint applicants, each
of you jointly and severally) are
deemed to have instructed and
authorized HKSCC to cause HKSCC
Nominees (acting as nominee for the
relevant HKSCC Participants) to
arrange payment of the final Offer
Price, brokerage, SFC transaction
levy, the Stock Exchange trading fee
and the AFRC transaction levy by
debiting the relevant nominee bank
account at the Designated Bank for
your broker or custodian.
If you are applying through the HK
eIPO White Form service, you may
refer to the table below for the
amount payable for the number of H
Shares you have selected. Y ou must
pay the respective maximum amount
payable on application in full upon
application for Hong Kong Offer
Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 451 –


--- page 462 ---
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 3,959.54 4,000 79,190.67 60,000 1,187,859.95 800,000 15,838,132.80
400 7,919.06 5,000 98,988.34 70,000 1,385,836.62 900,000 17,817,899.40
600 11,878.60 6,000 118,786.00 80,000 1,583,813.28 1,000,000 19,797,666.00
800 15,838.13 7,000 138,583.66 90,000 1,781,789.95 2,000,000 39,595,332.00
1,000 19,797.67 8,000 158,381.33 100,000 1,979,766.60 3,000,000 59,392,998.00
1,200 23,757.21 9,000 178,178.99 200,000 3,959,533.20 4,000,000 79,190,664.00
1,400 27,716.73 10,000 197,976.65 300,000 5,939,299.80 5,000,000 98,988,330.00
1,600 31,676.27 20,000 395,953.32 400,000 7,919,066.40 6,192,400
(1) 122,595,066.94
1,800 35,635.79 30,000 593,929.98 500,000 9,898,833.00
2,000 39,595.33 40,000 791,906.65 600,000 11,878,599.60
3,000 59,393.00 50,000 989,883.30 700,000 13,858,366.20
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer
Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as
defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through
the application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the
AFRC, respectively.
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own
benefit, except where you are a nominee and provide the information of the underlying investor
in your application as required under the paragraph headed “– A. Applications for Hong Kong
Offer Shares – 3. Information Required to Apply” in this section. If you are suspected of
submitting or cause to submit more than one application, all of your applications will be
rejected.
Multiple applications made either through (i) the HK eIPO White Form service, (ii)
HKSCC EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected.
If you have made an application through the HK eIPO White Form service or HKSCC EIPO
channel, you or the person(s) for whose benefit you have made the application shall not apply
for any International Offer Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 463 ---
The H Share Registrar would record all applications into its system and identify suspected
multiple applications with identical names and identification document numbers according to
the Best Practice Note on Treatment of Multiple/Suspected Multiple Applications (“ Best
Practice Note ”) issued by the Federation of Share Registrars Limited.
Since applications are subject to personal information collection statements,
identification document numbers displayed are redacted.
6. Terms and Conditions of an Application
By applying for Hong Kong Offer Shares through the HK eIPO White Form service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following
things on your behalf):
(i) undertake to execute all relevant documents and instruct and authorize us and/or the
Sponsor-OCs, as our agents, to execute any documents for you and to do on your
behalf all things necessary to register any Hong Kong Offer Shares allocated to you
in your name or in the name of HKSCC Nominees as required by the Articles of
Association, and (if you are applying through the HKSCC EIPO channel) to deposit
the allotted Hong Kong Offer Shares directly into CCASS for the credit of your
designated HKSCC Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application
procedures set out in this prospectus and the designated website of the HK eIPO
White Form service (or as the case may be, the agreement you entered into with
your broker or custodian), and agree to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong
Offer Shares;
(iv) confirm that you are aware of the restrictions on offers and sales of shares set out
in this prospectus and they do not apply to you, or the person(s) for whose benefit
you have made the application;
(v) confirm that you have read this prospectus and any supplement to it and have relied
only on the information and representations contained therein in making your
application (or as the case may be, causing your application to be made) and will not
rely on any other information or representations;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 453 –


--- page 464 ---
(vi) agree that the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital
Market Intermediaries, the Underwriters, any of their or the Company’s respective
directors, officers, employees, partners, agents, advisers and any other parties
involved in the Global Offering (the “ Relevant Persons ”), the H Share Registrar
and HKSCC will not be liable for any information and representations not in this
Prospectus and any supplement to it;
(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit
you have made the application to us, the Relevant Persons, the H Share Registrar,
HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory
regulatory or governmental bodies or otherwise as required by laws, rules or
regulations, for the purposes under the paragraph headed “– G. Personal Data – 3.
Purposes and 4. Transfer of personal data” in this section;
(viii) agree (without prejudice to any other rights which you may have once your
application (or as the case may be, HKSCC Nominees’ application) has been
accepted) that you will not rescind it because of an innocent misrepresentation;
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, any application made by you or HKSCC
Nominees on your behalf cannot be revoked once it is accepted, which will be
evidenced by the notification of the result of the ballot by the H Share Registrar by
way of publication of the results at the time and in the manner as specified in the
paragraph headed “– B. Publication of Results” in this section;
(x) confirm that you are aware of the situations specified in the paragraph headed “– C.
Circumstances In Which Y ou Will Not Be Allocated Hong Kong Offer Shares” in
this section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it
and the resulting contract will be governed by and construed in accordance with the
laws of Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any
place outside Hong Kong that apply to your application and that neither we nor the
Relevant Persons will breach any law inside and/or outside Hong Kong as a result
of the acceptance of your offer to purchase, or any action arising from your rights
and obligations under the terms and conditions contained in this Prospectus;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 465 ---
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf
is not financed directly or indirectly by the Company, any of the directors, chief
executives, substantial Shareholder(s) or existing shareholder(s) of the Company or
any of its subsidiaries or any of their respective close associates; and (b) you are not
accustomed or will not be accustomed to taking instructions from the Company, any
of the directors, chief executives, substantial shareholder(s) or existing
shareholder(s) of the Company or any of its subsidiaries or any of their respective
close associates in relation to the acquisition, disposal, voting or other disposition
of the Shares registered in your name or otherwise held by you;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Sponsor-OCs will rely on your
declarations and representations in deciding whether or not to allocate any Hong
Kong Offer Shares to you and that you may be prosecuted for making a false
declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated
to you under the application;
(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(xviii) (if the application is made for your own benefit) warrant that no other application
has been or will be made for your benefit by giving electronic application
instructions to HKSCC directly or indirectly or through the application channel of
the HK eIPO White Form service or by any one as your agent or by any other
person; and
(xix) (if you are making the application as an agent for the benefit of another person)
warrant that (1) no other application has been or will be made by you as agent for
or for the benefit of that person or by that person or by any other person as agent
for that person by giving electronic application instructions to HKSCC and the
HK eIPO White Form Service Provider and (2) you have due authority to give
electronic application instructions on behalf of that other person as its agent.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 455 –


--- page 466 ---
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares
through:
Platform Date/Time
Applying through the HK eIPO White Form service or HKSCC EIPO channel:
Website From the “Allotment Results” page
at www.hkeipo.hk/IPOResult (or
www.tricor.com.hk/ipo/result )
with a “search by ID” function
24 hours, from 11:00 p.m. on
Wednesday, December 31, 2025 to
12:00 midnight on Tuesday,
January 6, 2026 (Hong Kong
time)
The full list of (i) wholly or
partially successful applicants
using the HK eIPO White Form
service and HKSCC EIPO
channel, and (ii) the number of
Hong Kong Offer Shares
conditionally allotted to them,
among other things, will be
displayed at www.hkeipo.hk/
IPOResult or
www.tricor.com.hk/ipo/result .
The Stock Exchange’s website at
www.hkexnews.hk and our
website at www.birentech.com
which will provide links to the
above mentioned websites of the
H Share Registrar.
No later than 11:00 p.m. on
Wednesday, December 31, 2025
(Hong Kong time).
Telephone +852 3691 8488 – the allocation
results telephone enquiry line
provided by the H Share Registrar
between 9:00 a.m. and 6:00 p.m.,
from Friday, January 2, 2026 to
Wednesday, January 7, 2026
(Hong Kong time) on a business
day
For those applying through HKSCC EIPO channel, you may also check with your broker
or custodian from 6:00 p.m. on Tuesday, December 30, 2025 (Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 456 –


--- page 467 ---
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Tuesday, December 30, 2025 on a 24-hour basis and should report any discrepancies on
allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the results of the final Offer Price, the level of indications of
interest in the Global Offering, the level of applications in the Hong Kong Public Offer and the
basis of allocations of Hong Kong Offer Shares on the Stock Exchange’s website at
www.hkexnews.hk and our website at www.birentech.com by no later than 11:00 p.m. on
Wednesday, December 31, 2025 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Sponsor-OCs, the H Share Registrar and their respective agents and nominees
have full discretion to reject or accept any application, or to accept only part of any application,
without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not
grant permission to list the Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that
longer period within three weeks of the closing date of the application lists.
4. If:
 you make multiple applications or suspected multiple applications. Y ou may refer to
the paragraph headed “– A. Applications for Hong Kong Offer Shares – 5. Multiple
Applications Prohibited” in this section on what constitutes multiple applications;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 468 ---
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated;
 we or the Sponsor-OCs believe that by accepting your application, it or we would
violate applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted 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 Global Offering. Hong Kong Offer Shares
applied for by you through the broker or custodian may be affected to the extent of the
settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares
due to the money settlement failure by such HKSCC Participant. None of us, the Relevant
Persons, the H Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are
not allocated to you due to the money settlement failure.
D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you
under the Hong Kong Public Offering (except pursuant to applications made through the
HKSCC EIPO channel where the H Share certificates will be deposited into CCASS as
described below).
No temporary document of title will be issued in respect of the H Shares. No receipt will
be issued for sums paid on application.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 458 –


--- page 469 ---
H Share certificates will only become valid at 8:00 a.m. on Friday, January 2, 2026 (Hong
Kong time), provided that the Global Offering has become unconditional and the right of
termination described in the section headed “Underwriting” has not been exercised. Investors
who trade H Shares prior to the receipt of H Share certificates or the H Share certificates
becoming valid do so entirely at their own risk.
The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Despatch/collection of H Share certificate
3
For application of
1,000,000
Hong Kong
Offer Shares
or more
Collection in person at the H
Share Registrar, Tricor Investor
Services Limited, at 17/F,
Far East Finance Centre,
16 Harcourt Road, Hong Kong
H Share certificate(s) will be
issued in the name of HKSCC
Nominees, deposited into
CCASS and credited to your
designated HKSCC
Participant’s stock account
Time: 9:00 a.m. to 1:00 p.m. on
Friday, January 2, 2026 (Hong
Kong time), or any other place
or date notified by the
Company
No action by you is required
If you are an individual, you
must not authorise any other
person to collect for you. If
you are a corporate applicant,
your authorised representative
must bear a letter of
authorization from your
corporation stamped with your
corporation’s chop.
Both individuals and authorised
representatives must produce,
at the time of collection,
evidence of identity acceptable
to the H Share Registrar.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 459 –


--- page 470 ---
HK eIPO White Form service HKSCC EIPO channel
Note: If you do not collect your
H Share certificate(s)
personally within the time
above, it/they will be sent to
the address specified in your
application instructions by
ordinary post at your own risk
For application of
less than
1,000,000
Hong Kong
Offer Shares
Y our H Share certificate(s) will
be sent to the address specified
in your application instructions
by ordinary post at your own
risk
Date: Wednesday, December 31,
2025
Refund mechanism for surplus application monies paid by you
Date Friday, January 2, 2026 Subject to the arrangement
between you and your broker
or custodian
Responsible party H Share Registrar Y our broker or custodian
Application
monies paid
through single
bank account
HK eIPO White Form e-Auto
Refund payment instructions to
your designated bank account
Y our broker or custodian will
arrange refund to your
designated bank account
subject to the arrangement
between you and it
Application
monies paid
through
multiple bank
accounts
Refund cheque(s) will be
despatched to the address as
specified in your application
instructions by ordinary post at
your own risk
3 Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or
an “extreme conditions” announcement issued after a super typhoon in force in Hong Kong in the morning on
Wednesday, December 31, 2025 rendering it impossible for the relevant H Share certificates to be dispatched
to HKSCC in a timely manner, the Company shall procure the H Share Registrar to arrange for delivery of the
supporting documents and H Share certificates in accordance with the contingency arrangements as agreed
between them. Y ou may refer to “– E. Severe Weather Arrangements” in this section.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 460 –


--- page 471 ---
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Monday, December 29, 2025 if, there is:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 Extreme Conditions,
(collectively, “ Severe Weather Signals ”),
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday,
December 29, 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 Severe Weather Signals in force at any time between
9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the listing date. Should there be any changes to the
dates mentioned in the section headed “Expected Timetable” in this Prospectus, an
announcement will be made and published on the Stock Exchange’s website at
www.hkexnews.hk and our website at www.birentech.com of the revised timetable.
If a Severe Weather Signal is hoisted on Wednesday, December 31, 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 Friday,
January 2, 2026.
If a Severe Weather Signal is hoisted on Wednesday, December 31, 2025, for application
of less than 1,000,000 Hong Kong Offer Shares, the despatch of physical H Share certificate(s)
will be made by ordinary post when the post office re-opens after the Severe Weather Signal
is lowered or cancelled (e.g. in the afternoon of Wednesday, December 31, 2025 or on Friday,
January 2, 2026).
If a Severe Weather Signal is hoisted on Friday, January 2, 2026, for application of
1,000,000 Hong Kong Offer Shares or more, physical H Share certificate(s) will be available
for collection in person at the H Share Registrar’s office after the Severe Weather Signal is
lowered or cancelled (e.g. in the afternoon of Friday, January 2, 2026 or on Monday, January
5, 2026).
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 461 –


--- page 472 ---
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share
certificates.
F. ADMISSION OF THE H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the H
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement
in CCASS with effect from the date of commencement of dealings in the H Shares or any other
date HKSCC chooses. Settlement of transactions between Exchange Participants is required to
take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
Y ou should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the H Share Registrar, the receiving banks and the
Relevant Persons about you in the same way as it applies to personal data about applicants
other than HKSCC Nominees. This personal data may include client identifier(s) and your
identification information. By giving application instructions to HKSCC, you acknowledge
that you have read, understood and agree to all of the terms of the Personal Information
Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of,
Hong Kong Offer Shares, of the policies and practices of the Company and the H Share
Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486
of the Laws of Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure
that personal data supplied to the Company or its agents and the H Share Registrar is accurate
and up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer
Shares into or out of their names or in procuring the services of the H Share Registrar.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 462 –


--- page 473 ---
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of the
Company or the H Share Registrar to effect transfers or otherwise render their services. It may
also prevent or delay registration or transfers of Hong Kong Offer Shares which you have
successfully applied for and/or the despatch of H Share certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform the
Company and the H Share Registrar immediately of any inaccuracies in the personal data
supplied.
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for
the following purposes:
 processing your application and refund cheque and HK eIPO White Form e-Auto
Refund payment instruction(s), where applicable, verification of compliance with
the terms and application procedures set out in this prospectus and announcing
results of allocation of Hong Kong Offer Shares;
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
 registering new issues or transfers into or out of the names of the holders of the
Shares including, where applicable, HKSCC Nominees;
 maintaining or updating the register of members of the Company;
 verifying identities of applicants for and holders of the Shares and identifying any
duplicate applications for the Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the Shares, such as dividends, rights
issues, bonus issues, etc.;
 distributing communications from the Company and its subsidiaries;
 compiling statistical information and profiles of the holder of the Shares;
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable the
Company and the H Share Registrar to discharge their obligations to applicants and
holders of the Shares and/or regulators and/or any other purposes to which
applicants and holders of the Shares may from time to time agree.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 463 –


--- page 474 ---
4. Transfer of personal data
Personal data held by the Company and the H Share Registrar relating to the applicants
for and holders of Hong Kong Offer Shares will be kept confidential but the Company and the
H Share Registrar may, to the extent necessary for achieving any of the above purposes,
disclose, obtain or transfer (whether within or outside Hong Kong) the personal data to, from
or with any of the following:
 the Company’s appointed agents such as financial advisers, receiving banks and
overseas principal share registrar;
 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the H Share Registrar, in each case for the purposes of providing its
services or facilities or performing its functions in accordance with its rules or
procedures and operating FINI and CCASS (including where applicants for the
Hong Kong Offer Shares request a deposit into CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the Company or the H
Share Registrar in connection with their respective business operation;
 the Stock Exchange, the SFC and any other statutory regulatory or governmental
bodies or otherwise as required by laws, rules or regulations, including for the
purpose of the Stock Exchange’s administration of the Listing Rules and the SFC’s
performance of its statutory functions; and
 any persons or institutions with which the holders of Hong Kong Offer Shares have
or propose to have dealings, such as their bankers, solicitors, accountants or brokers
etc.
5. Retention of personal data
The Company and the H Share Registrar will keep the personal data of the applicants and
holders of Hong Kong Offer Shares for as long as necessary to fulfil the purposes for which
the personal data were collected. Personal data which is no longer required will be destroyed
or dealt with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the
Laws of Hong Kong).
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 464 –


--- page 475 ---
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether
the Company or the H Share Registrar hold their personal data, to obtain a copy of that data,
and to correct any data that is inaccurate. The Company and the H Share Registrar have the
right to charge a reasonable fee for the processing of such requests. All requests for access to
data or correction of data should be addressed to the Company and the H Share Registrar, at
their registered address disclosed in the section headed “Corporate information” in this
prospectus or as notified from time to time, for the attention of the company secretary, or the
H Share Registrar for the attention of the privacy compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 476 ---
ACCOUNTANT’S REPORT ON HISTORICAL FINANCIAL INFORMATION
The following is the text of a report set out on pages I-1 to I-3, received from the
Company’ s reporting accountant, PricewaterhouseCoopers, Certified Public Accountants,
Hong Kong, for the purpose of incorporation in this prospectus. It is prepared and addressed
to the directors of the Company and to the Joint Sponsors pursuant to the requirements of
HKSIR 200, Accountants’ Reports on Historical Financial Information in Investment Circulars
issued by the Hong Kong Institute of Certified Public Accountants.
ACCOUNTANT’S REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF SHANGHAI BIREN TECHNOLOGY CO., LTD. , AND CHINA
INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED,
PING AN OF CHINA CAPITAL (HONG KONG) COMPANY LIMITED AND BOCI ASIA
LIMITED
Introduction
We report on the historical financial information of Shanghai Biren Technology Co., Ltd.
(the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-4 to I-116,
which comprises the consolidated balance sheets as at 31 December 2022, 2023 and 2024 and
30 June 2025, the balance sheets of the Company as at 31 December 2022, 2023 and 2024 and
30 June 2025, and the consolidated statements of comprehensive loss, 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 and the six months ended 30 June 2025 (the
“Track Record Period”) and material accounting policy information and other explanatory
information (together, the “Historical Financial Information”). The Historical Financial
Information set out on pages I-4 to I-116 forms an integral part of this report, which has been
prepared for inclusion in the prospectus of the Company dated 22 December 2025 (the
“Prospectus”) in connection with the initial listing of shares of the Company on the Main Board
of The Stock Exchange of Hong Kong Limited.
APPENDIX I ACCOUNTANT’S REPORT
– I-1 –


--- page 477 ---
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of Historical Financial
Information that gives a true and fair view in accordance with the basis of preparation sets out
in Note 2 to the Historical Financial Information, and for such internal control as the directors
determine is necessary to enable the preparation of Historical Financial Information that is free
from material misstatement, whether due to fraud or error.
Reporting accountant’s 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 accountant’s judgement, including the assessment of risks of material misstatement
of the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountant considers 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 preparation sets 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, as well as evaluating the overall presentation of
the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the
accountant’s report, a true and fair view of the financial position of the Company as at 31
December 2022, 2023 and 2024 and 30 June 2025 and the consolidated financial position of
the Group as at 31 December 2022, 2023 and 2024 and 30 June 2025 and of its consolidated
financial performance and its consolidated cash flows for the Track Record Period in
accordance with the basis of preparation sets out in Note 2 to the Historical Financial
Information.
APPENDIX I ACCOUNTANT’S REPORT
– I-2 –


--- page 478 ---
Review of Stub Period Comparative Financial Information
We have reviewed the stub period comparative financial information of the Group which
comprises the consolidated statement of comprehensive loss, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the six months ended 30
June 2024 and other explanatory information (the “Stub Period Comparative Financial
Information”). The directors of the Company are responsible for the preparation of the Stub
Period Comparative Financial Information in accordance with the basis of preparation set out
in Note 2 to the Historical Financial Information. Our responsibility is to express a conclusion
on the Stub Period Comparative Financial Information based on our 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 (“IAASB”). A review consists of
making inquiries, primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially less in scope than
an audit conducted in accordance with 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. Based on
our review, nothing has come to our attention that causes us to believe that the Stub Period
Comparative Financial Information, for the purposes of the accountant’s report, is not
prepared, in all material respects, in accordance with the basis of preparation set out in Note
2 to the Historical Financial Information.
Report on matters under the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “Listing Rules”) and the Companies (Winding Up
and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-4 have been made.
Dividends
We refer to Note 15 to the Historical Financial Information which states that no dividends
have been paid by Shanghai Biren Technology Co., Ltd. in respect of the Track Record Period.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong
22 December 2025
APPENDIX I ACCOUNTANT’S REPORT
– I-3 –


--- page 479 ---
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
accountant’s report.
The consolidated financial statements of the Group for the Track Record Period, on which
the Historical Financial Information is based, were audited by PricewaterhouseCoopers in
accordance with International Standards on Auditing issued by the 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 ACCOUNTANT’S REPORT
– I-4 –


--- page 480 ---
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Y ear ended 31 December Six months ended 30 June
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue 6 499 62,030 336,803 39,298 58,903
Cost of sales 7 – (14,627) (157,606) (11,395) (40,134)
Gross profit 499 47,403 179,197 27,903 18,769
Selling and marketing expenses 7 (58,144) (55,999) (51,523) (27,645) (27,309)
General and administrative
expenses 7 (199,633) (218,006) (244,160) (130,885) (123,836)
Research and development
expenses 7 (1,017,860) (885,646) (826,957) (397,067) (571,616)
Special losses on certain assets 7 – (108,692) – – –
Net impairment (losses)/reversal
on financial assets 3.1(b) (201) (1,075) 171 656 463
Other income 9 76,787 103,062 99,970 38,364 113,348
Other expenses 7 (1,175) (2,181) (2,380) (1,190) (5,239)
Other gains/(losses) – net 10 65,899 (24,309) 10,534 9,963 3,116
Operating loss (1,133,828) (1,145,443) (835,148) (479,901) (592,304)
Finance income 11,770 17,122 10,095 7,031 13,685
Finance cost (352,129) (615,737) (713,136) (415,557) (1,021,907)
Finance cost – net 11 (340,359) (598,615) (703,041) (408,526) (1,008,222)
Loss before income tax (1,474,187) (1,744,058) (1,538,189) (888,427) (1,600,526)
Income tax (expenses)/credit 13 (125) 103 89 89 –
Loss for the year/period (1,474,312) (1,743,955) (1,538,100) (888,338) (1,600,526)
Other comprehensive income
Item that may be reclassified to
profit or loss
Exchange differences on
translation of foreign operations 168 376 1,123 63 (152)
Total comprehensive loss for the
year/period (1,474,144) (1,743,579) (1,536,977) (888,275) (1,600,678)
Loss per share attributable to
the owners of the Company
Basic and diluted loss per share
(RMB) 14 (0.90) (1.06) (0.93) (0.54) (0.93)
APPENDIX I ACCOUNTANT’S REPORT
– I-5 –


--- page 481 ---
CONSOLIDATED BALANCE SHEETS
As at 31 December
As at
30 June
Note 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Assets
Non-current assets
Property, plant and equipment 16 335,190 307,520 323,187 322,267
Right-of-use assets 17 43,415 20,850 42,873 48,150
Investment properties 19 45,717 66,253 63,873 62,682
Intangible assets 18 197,518 65,537 84,400 107,249
Investments accounted for using
the equity method 20 – – – 15,000
Financial assets at fair value
through profit or loss 26 42,579 43,212 44,000 40,616
Finance lease receivables 25 43,541 69,328 75,641 78,691
Prepayment for long-term assets 24 4,402 – 772 11,855
Bank deposits 27 – 51,523 53,054 –
Restricted cash 28 – – – 24,528
Total non-current assets 712,362 624,223 687,800 711,038
Current assets
Inventories 22 39,250 173,484 152,906 599,773
Trade, other receivables and
prepayments 24 271,011 170,297 448,865 612,950
Financial assets at fair value
through profit or loss 26 974,859 1,233,461 96,448 485,408
Restricted cash 28 – 620 620 41,340
Bank deposits 27 565,765 536,348 553,814 284,682
Cash and cash equivalents 28 983,326 659,335 1,100,694 1,285,098
Total current assets 2,834,211 2,773,545 2,353,347 3,309,251
Total assets 3,546,573 3,397,768 3,041,147 4,020,289
Deficit
Deficit attributable to owners
of the Company
Paid-in capital/share capital 29 32,791 32,916 32,916 38,360
Treasury stock 30 (4,941,162) (4,991,162) (4,991,162) (7,387,894)
Reserves 30 5,503,983 3,968,024 4,051,780 6,470,081
Accumulated deficit (4,901,990) (4,979,639) (6,517,739) (8,118,265)
Total deficit (4,306,378) (5,969,861) (7,424,205) (8,997,718)
APPENDIX I ACCOUNTANT’S REPORT
– I-6 –


--- page 482 ---
As at 31 December
As at
30 June
Note 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Liabilities
Non-current liabilities
Lease liabilities 17 12,659 5,579 20,588 21,698
Deferred income tax liabilities 21 192 89 – –
Deferred income 37 90,181 63,382 142,936 132,645
Warranty provision 211 831 3,993 4,576
Redemption liabilities 31 7,382,155 8,053,141 8,743,040 –
Contract liabilities 6(a) 637 1,165 1,074 1,089
Long-term payables 38 42,678 17,682 722 722
Total non-current liabilities 7,528,713 8,141,869 8,912,353 160,730
Current liabilities
Trade and other payables 33 293,691 369,593 424,393 456,379
Investment intention deposits 34 – 809,245 845,890 –
Convertible debentures 35 – – 262,037 –
Redemption liabilities 31 – – – 12,145,429
Borrowings 36 – – – 200,126
Lease liabilities 17 30,360 12,407 20,130 26,819
Contract liabilities 6(a) 187 34,515 549 28,524
Total current liabilities 324,238 1,225,760 1,552,999 12,857,277
Total liabilities 7,852,951 9,367,629 10,465,352 13,018,007
Total deficit and liabilities 3,546,573 3,397,768 3,041,147 4,020,289
Net current assets/(liabilities) 2,509,973 1,547,785 800,348 (9,548,026)
APPENDIX I ACCOUNTANT’S REPORT
– I-7 –


--- page 483 ---
BALANCE SHEETS OF THE COMPANY
As at 31 December
As at
30 June
Note 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Assets
Non-current assets
Investments in subsidiaries 12(b) 688,574 541,183 744,780 827,180
Property, plant and equipment 16 286,735 292,377 278,057 279,419
Right-of-use assets 17 21,602 9,279 20,974 32,468
Investment properties 19 – – 30,543 30,016
Intangible assets 18 93,860 17,730 36,593 59,442
Financial assets at fair value
through profit or loss 26 42,579 43,212 44,000 40,616
Finance lease receivables 25 43,541 69,328 75,641 78,691
Prepayment for long-term assets 24 4,402 – – 11,855
Bank deposits 27 – 51,523 53,054 –
Restricted cash 28 – – – 24,528
Total non-current assets 1,181,293 1,024,632 1,283,642 1,384,215
Current assets
Inventories 22 39,250 173,484 152,983 599,849
Trade, other receivables and
prepayments 24 305,520 297,409 675,157 853,266
Financial assets at fair value
through profit or loss 26 762,875 1,102,800 96,448 370,365
Restricted cash 28 – 620 620 40,620
Bank deposits 27 565,765 536,348 553,814 256,048
Cash and cash equivalents 28 922,197 533,642 739,726 1,154,623
Total current assets 2,595,607 2,644,303 2,218,748 3,274,771
Total assets 3,776,900 3,668,935 3,502,390 4,658,986
Deficit
Paid-in capital/share capital 29 32,791 32,916 32,916 38,360
Treasury stock 30 (4,941,162) (4,991,162) (4,991,162) (7,387,894)
Reserves 30 5,428,874 3,871,874 3,921,962 6,328,646
Accumulated deficit (4,399,267) (4,496,066) (5,812,400) (7,313,555)
Total deficit (3,878,764) (5,582,438) (6,848,684) (8,334,443)
APPENDIX I ACCOUNTANT’S REPORT
– I-8 –


--- page 484 ---
As at 31 December
As at
30 June
Note 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Liabilities
Non-current liabilities
Lease liabilities 7,483 1,162 9,613 15,599
Deferred income 37 18,291 13,093 102,446 96,579
Warranty provision 211 831 3,993 4,576
Redemption liabilities 31 7,382,155 8,053,141 8,743,040 –
Contract liabilities 6(a) 637 1,165 1,074 1,089
Long-term payables 38 9,162 312 722 722
Total non-current liabilities 7,417,939 8,069,704 8,860,888 118,565
Current liabilities
Trade and other payables 33 224,772 331,587 372,991 483,171
Investment intention deposits 34 – 809,245 845,890 –
Convertible debentures 35 – – 262,037 –
Redemption liabilities 31 – – – 12,145,429
Borrowings 36 – – – 200,126
Lease liabilities 12,766 6,322 8,719 17,614
Contract liabilities 6(a) 187 34,515 549 28,524
Total current liabilities 237,725 1,181,669 1,490,186 12,874,864
Total liabilities 7,655,664 9,251,373 10,351,074 12,993,429
Total deficit and liabilities 3,776,900 3,668,935 3,502,390 4,658,986
Net current assets/(liabilities) 2,357,882 1,462,634 728,562 (9,600,093)
APPENDIX I ACCOUNTANT’S REPORT
– I-9 –


--- page 485 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Deficit attributable to owners of the Company
Note
Paid-in capital/
share capital
Treasury
stock Reserves
Accumulated
deficit Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 32,089 (4,661,162) 5,136,486 (3,427,678) (2,920,265)
Comprehensive loss
Loss for the year – – – (1,474,312) (1,474,312)
Exchange differences on translation of
foreign operations – – 168 – 168
Total comprehensive loss – – 168 (1,474,312) (1,474,144)
Transactions with owners in their
capacity as owners
Capital contributions by investors 29, 30 702 – 279,298 – 280,000
Recognition of redemption liabilities 31 – (280,000) – – (280,000)
Share-based compensation expenses 32 – – 88,031 – 88,031
Total transactions with owners 702 (280,000) 367,329 – 88,031
As at 31 December 2022 32,791 (4,941,162) 5,503,983 (4,901,990) (4,306,378)
As at 1 January 2023 32,791 (4,941,162) 5,503,983 (4,901,990) (4,306,378)
Comprehensive loss
Loss for the year – – – (1,743,955) (1,743,955)
Exchange differences on translation of
foreign operations – – 376 – 376
Total comprehensive loss – – 376 (1,743,955) (1,743,579)
Transactions with owners in their
capacity as owners
Capital contributions by investors 29, 30 125 – 49,875 – 50,000
Recognition of redemption liabilities 31 – (50,000) – – (50,000)
Conversion into a joint stock company 29 – – (1,666,306) 1,666,306 –
Share-based compensation expenses 32 – – 80,096 – 80,096
Total transactions with owners 125 (50,000) (1,536,335) 1,666,306 80,096
As at 31 December 2023 32,916 (4,991,162) 3,968,024 (4,979,639) (5,969,861)
APPENDIX I ACCOUNTANT’S REPORT
– I-10 –


--- page 486 ---
Deficit attributable to owners of the Company
Note
Paid-in capital/
share capital
Treasury
stock Reserves
Accumulated
deficit Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2024 32,916 (4,991,162) 3,968,024 (4,979,639) (5,969,861)
Comprehensive loss
Loss for the year – – – (1,538,100) (1,538,100)
Exchange differences on translation of
foreign operations – – 1,123 – 1,123
Total comprehensive loss – – 1,123 (1,538,100) (1,536,977)
Transactions with owners in their
capacity as owners
Share-based compensation expenses 32 – – 82,633 – 82,633
As at 31 December 2024 32,916 (4,991,162) 4,051,780 (6,517,739) (7,424,205)
As at 1 January 2025 32,916 (4,991,162) 4,051,780 (6,517,739) (7,424,205)
Comprehensive loss
Loss for the period – – – (1,600,526) (1,600,526)
Exchange differences on translation of
foreign operations – – (152) – (152)
Total comprehensive loss – – (152) (1,600,526) (1,600,678)
Transactions with owners in their
capacity as owners
Capital contributions by investors 29, 30 5,444 – 2,391,288 – 2,396,732
Recognition of redemption liabilities 31 – (2,396,732) – – (2,396,732)
Share-based compensation expenses 32 – – 27,165 – 27,165
Total transactions with owners 5,444 (2,396,732) 2,418,453 – 27,165
As at 30 June 2025 38,360 (7,387,894) 6,470,081 (8,118,265) (8,997,718)
APPENDIX I ACCOUNTANT’S REPORT
– I-11 –


--- page 487 ---
Deficit attributable to owners of the Company
Note
Paid-in capital/
share capital
Treasury
stock Reserves
Accumulated
deficit Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
As at 1 January 2024 32,916 (4,991,162) 3,968,024 (4,979,639) (5,969,861)
Comprehensive loss
Loss for the period – – – (888,338) (888,338)
Exchange differences on translation of
foreign operations – – 63 – 63
Total comprehensive loss – – 63 (888,338) (888,275)
Transactions with owners in their
capacity as owners
Share-based compensation expenses 32 – – 58,242 – 58,242
As at 30 June 2024 32,916 (4,991,162) 4,026,329 (5,867,977) (6,799,894)
APPENDIX I ACCOUNTANT’S REPORT
– I-12 –


--- page 488 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December
Six months ended
30 June
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cash flows used in operating
activities
Cash used in operations 39(a) (1,183,601) (847,066)(1,009,187) (347,222)(1,073,324)
Cash flows generated
from/(used in) investing
activities
Purchase of property, plant and
equipment and intangible
assets (193,743) (138,984) (100,523) (34,203) (108,576)
Proceeds from disposal of
property, plant and equipment
and intangible assets – 1,225 – – –
Net intention deposits received
from employees for purchase
of public rental house 21,392 12,323 4,887 4,667 1,296
Government grants related to
assets received 18,613 32,806 132,875 132,875 23,430
Payment for investments
accounted for using the equity
method 20 –––– (15,000)
Redemption of bank deposits 876,003 826,311 1,219,511 545,775 557,575
Placement of bank deposits (1,122,933) (796,894)(1,236,977) (645,309) (234,631)
Purchase of short-term
investments measured at fair
value through profit or loss 26(b) (3,057,000)(2,768,000)(1,591,000) (832,000)(1,615,000)
Proceeds from disposal of short-
term investments measured at
fair value through profit or
loss 26(b) 3,700,278 2,534,167 2,746,463 1,361,936 1,228,519
Proceeds from disposal of long-
term equity investments
measured at fair value
through profit or loss 26(a) 19,696 ––––
Purchase of certificates of
deposit 27 – (51,471) – – –
Increase in restricted cash 28 – (620) – – (65,248)
Interest received from bank
deposits 17,097 27,863 34,770 16,508 6,608
Interest received from cash and
cash equivalents 11 11,382 15,861 8,447 6,241 12,864
Net cash generated from/(used
in) investing activities 290,785 (305,413) 1,218,453 556,490 (208,163)
APPENDIX I ACCOUNTANT’S REPORT
– I-13 –


--- page 489 ---
Y ear ended 31 December
Six months ended
30 June
Note 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cash flows generated
from/(used in) financing
activities
Proceeds from convertible
debentures 39(c) – – 262,037 – –
Lease payments 39(c) (27,206) (28,485) (22,117) (10,638) (9,113)
Repayment for long-term
payables 39(c) (41,255) (14,395) (19,362) (18,405) (312)
Capital contributions by
investors 30, 39(c) 280,000 50,000 – – 1,799,059
Proceeds from borrowings 39(c) –––– 200,000
Repayment of interest expenses
from borrowings 39(c) –––– (1,754)
Proceeds received from related
parties for capital contribution 41 – 6,773 – – –
Payments for listing expenses – (2,005) (3,436) (2,272) (2,114)
Proceeds received from
investment intention deposits 34 – 800,000 – – –
Repayment of investment
intention deposits 34, 39(c) –––– (517,778)
Net cash generated from/(used
in) financing activities 211,539 811,888 217,122 (31,315) 1,467,988
Net (decrease)/increase in cash
and cash equivalents (681,277) (340,591) 426,388 177,953 186,501
Cash and cash equivalents at
beginning of year/period 1,556,596 983,326 659,335 659,335 1,100,694
Effect of foreign exchange rates
changes 108,007 16,600 14,971 5,142 (2,097)
Cash and cash equivalents at
end of year/period 983,326 659,335 1,100,694 842,430 1,285,098
APPENDIX I ACCOUNTANT’S REPORT
– I-14 –


--- page 490 ---
II NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1 GENERAL INFORMATION
Shanghai Biren Technology Co., Ltd. (the “Company”) was incorporated in the People’s Republic of China
(the “PRC”) on 9 September 2019. The address of the Company’s registered office is 13rd floor, Building 16, No.
2388 Chenhang Road, Minhang District, Shanghai, PRC.
On July 12, 2023, the Company convened a general meeting and passed related resolutions approving the
conversion of the Company from a limited liability company into a joint stock limited company and changed the name
of the Company to Shanghai Biren Technology Co., Ltd. (“ʮ̡”, the former Chinese name
is “ʮ̡”).
The principal activities of the Company and its subsidiaries (the “Group”) are the sale of general-purpose
computing on graphics processing units (“GPGPU”) chips, GPGPU-based intelligent computing solutions to enable
artificial intelligence (“AI”) and related services as well as research and development activities in relation to GPGPU
mainly in the People’s Republic of China (the “PRC”) and other geographical areas during the Track Record Period.
Mr. Wen Zhang is the founder of the Group.
As at the date of this report, the Company’s principal subsidiaries during the Track Record Period are set out
in Note 12.
2 BASIS OF PREPARATION
The Historical Financial Information has been prepared in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board (“IFRS Accounting Standards”).
IFRS Accounting Standards comprise the following authoritative literature:
 IFRS Accounting Standards;
 IAS Standards;
 Interpretations developed by the IFRS Interpretations Committee (IFRIC Interpretations) or its
predecessor body, the Standing Interpretations Committee (SIC Interpretations).
The Historical Financial Information has been prepared under the historical cost convention, except that
certain financial assets/liabilities are carried at fair value.
The preparation of the financial information in conformity with IFRS Accounting Standards requires the use
of certain critical accounting estimates. It also requires management to exercise its judgment in the process of
applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas
where assumptions and estimates are significant to the Historical Financial Information, are disclosed in Note 4.
All effective standards, amendments to standards and interpretations, which are mandatory for the financial
year beginning on 1 January 2025, are consistently applied to the Group throughout the Track Record Period. These
amendments did not have significant impact throughout the Track Record Period.
The Group was at a relatively early stage of commercialization of its products and the loss was approximately
RMB1,474.3 million, RMB1,744.0 million, RMB1,538.1 million and RMB1,600.5 million for the three years ended
31 December 2022, 2023 and 2024 and the six months ended 30 June 2025, respectively. In addition to the loss, the
Group’s net liabilities were approximately RMB4,306.4 million, RMB5,969.9 million, RMB7,424.2 million and
RMB8,997.7 million as at 31 December 2022, 2023 and 2024 and 30 June 2025, respectively. The Group also
recorded net current liabilities of approximately RMB9,548.0 million as at 30 June 2025. These net liabilities and net
current liabilities were mainly due to the separate redemption rights granted to investors in financing of Series Pre
A, Series Pre A+, Series Pre A++, Series A, Series Pre B, Series Pre B+, Series B, Series B+ and Strategic Round
(the “Investors”) for which the Group recorded redemption liabilities with carrying amount of RMB7,382.2 million,
RMB8,053.1 million, RMB8,743.0 million and RMB12,145.4 million on 31 December 2022, 2023 and 2024 and 30
June 2025, respectively.
APPENDIX I ACCOUNTANT’S REPORT
– I-15 –


--- page 491 ---
According to the investment agreements and the preferred shares termination agreement in June 2025, the
Investors agreed that the redemption rights which will be due on 31 January 2026 shall be terminated immediately
before the submission of the listing application to the Hong Kong Stock Exchange by the Company, which subject
to the reinstatement in the event that the listing application being returned or lapsed and the Company failing to refile
within six months or other period as agreed by all parties or being rejected. According to supplemental agreement
to the preferred rights termination agreement in August 2025, the redemption date of the preferred shares has been
extended to 31 July 2027 (Note 31). Therefore, the directors consider that the redemption rights and the related
liabilities will not have any cash flow impact to the Group in the next twelve months from 30 June 2025, in any
situation.
Taking into account the termination of redemption rights and extension of redemption date as mentioned above
and together with cashflow forecast covering not less than 12 months from 30 June 2025 prepared by management
of the Group, the directors are of the opinion that the Group and the Company will have sufficient cash resources
to satisfy its future working capital in the next twelve months from 30 June 2025, including the cash resources on
hand as well as the proceeds received from the investors subsequently in 2025 (Note 44(b)). Accordingly, the
directors consider that it is appropriate that the Historical Financial Information is prepared on a going concern basis.
New standards and interpretations not yet adopted
The followings are new standards, amendments to existing standards and new interpretations that have been
issued but are not effective for the Track Record Period, and have not been early adopted. The Group plans to adopt
these new standards, amendments to standards and new interpretations when they become effective:
Standards and amendments
Effective for
accounting periods
beginning on or after
Amendments to the Classification and Measurement of Financial Instruments –
Amendments to IFRS 9 and IFRS 7
1 January 2026
Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9
and IFRS 7
1 January 2026
Annual Improvements to IFRS Accounting Standards – V olume 11 1 January 2027
IFRS 18 Presentation and Disclosure in Financial Statement 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
Sale or Contribution of Assets between an Investor and its Associate –
Amendments to IFRS 10 and IAS 28
To be determined
According to the assessment made by the directors of the Company, these new and amended standards are
either not relevant to the Group or not significant to the financial performance and positions of the Group when they
become effective, except for IFRS 18 which will mainly impact the presentation of the consolidated statements of
comprehensive loss.
IFRS 18 sets out requirements on presentation and disclosures in consolidated financial statements and will
replace IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements to present specified
categories and defined subtotals in the consolidated statements of comprehensive loss; provide disclosures on
management – defined performance measures in the notes to the consolidated financial statements and improve
aggregation and disaggregation of information to be disclosed in the consolidated financial statements.
IFRS 18, and the consequential amendments to other IFRS Accounting Standards, will be effective for annual
periods beginning on or after 1 January 2027, with early application permitted.
The application of IFRS 18 is not expected to have material impact on the consolidated financial position of
the Group but is expected to affect the presentation of the consolidated statements of comprehensive loss and
disclosures in the future consolidated financial statements. The Group will continue to assess the impact of IFRS 18
on the consolidated financial statements of the Group.
APPENDIX I ACCOUNTANT’S REPORT
– I-16 –


--- page 492 ---
3 FINANCIAL RISK MANAGEMENT
3.1 Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk,
cash flow and fair value interest rate risk), credit risk and liquidity risk. The Group’s overall risk management
program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the
Group’s consolidated financial performance. Risk management is carried out by the senior management of the Group.
(a) Market risk
(i) Foreign exchange risk
Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (the “functional currency”).
Foreign exchange risk arises when future commercial transactions or recognised assets and liabilities are
denominated in a currency that is not the group entities’ functional currency. The Company’s functional
currency is Renminbi (“RMB”). The Company’s subsidiaries were incorporated in Chinese Mainland,
Singapore, the United States, and Hong Kong SAR and these subsidiaries considered RMB, Singapore
dollars (“SGD”) and US dollars (“USD”) as their functional currency, respectively.
The Group is primarily exposed to changes in RMB/USD exchange rates. As at 31 December
2022, 2023 and 2024 and 30 June 2025, if USD had strengthened/weakened by 10% against RMB with
all other variables held constant, the Group’s net loss for the year/period would have been
RMB18,076,000, RMB34,101,000, RMB35,166,000 and RMB55,431,000 higher/lower as a result of
foreign exchange gains/losses on translation of USD denominated cash and cash equivalents, bank
deposits, trade and other payables, long-term payables and redemption liabilities.
(ii) Cash flow and fair value interest rate risk
Except for structured deposits (Note 26), bank deposits (Note 27), restricted cash (Note 28(b))
and cash and cash equivalents (Note 28(a)), the Group has no significant interest-bearing assets. The
Group’s income and operating cash flows are substantially independent of changes in market interest
rates.
The finance lease receivables of the Group carried at fixed rates expose the Group to fair value
interest risk.
The long-term payables (Note 38), investment intention deposits (Note 34) and redemption
liabilities (Note 31), borrowings (Note 36) and the convertible debentures (Note 35) of the Group
carried at fixed rates expose the Group to fair value interest risk.
(iii) Price risk
The Group is exposed to price risk in respect of the long-term equity investments and structured
deposits (Note 26) held by the Group and classified in the consolidated balance sheets as at fair value
through profit or loss.
The Group is not exposed to commodity price risk. To manage its price risk arising from the
investments, the Group diversifies its portfolio. The investments are managed by management one by
one, either for strategic purposes, or for the purpose of achieving investment yield and balancing the
Group’s liquidity level simultaneously. The sensitivity analysis is performed by management, see Note
3.3 for details.
APPENDIX I ACCOUNTANT’S REPORT
– I-17 –


--- page 493 ---
(b) Credit risk
The Group is exposed to credit risk in relation to its cash and cash equivalents, restricted cash, bank
deposits, financial assets at fair value through profit or loss, trade and other receivables and finance lease
receivables. The carrying amounts of each class of the above financial assets represent the Group’s maximum
exposure to credit risk in relation to financial assets.
Risk Management
To manage risk arising from cash and cash equivalents, restricted cash, bank deposits, financial assets
at fair value through profit or loss, the Group only transacts with state-owned or reputable financial
institutions. There has been no recent history of default in relation to these financial institutions.
To manage risk arising from trade receivables, the Group has policies in place to ensure that sales with
credit terms are made to counterparties with an appropriate credit history and the management performs
ongoing credit evaluations of its counterparties. The credit period granted to the customers is usually no more
than 180 days and the credit quality of these customers are assessed by taking into account their financial
position, past experience and other factors.
For other receivables and finance lease receivables, management makes periodic collective assessments
as well as individual assessment on the recoverability of other receivables and finance lease receivables based
on historical settlement records and past experiences. In view of the history of cooperation with debtors and
the sound collection history of receivables due from them, management believes that the credit risk inherent
in the Group’s outstanding other receivables and finance lease receivables balances is low.
Impairment of financial assets
The Group performs impairment assessment under the expected credit loss (“ECL”) model on financial
assets at amortised cost (mainly including trade receivables, other receivables and finance lease receivables).
The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition.
(i) Cash and cash equivalents, restricted cash and bank deposits
To manage risk arising from cash and cash equivalents, restricted cash and bank deposits, the
Group only transacts with state-owned or reputable financial institutions in Chinese Mainland and
reputable international financial institutions outside of Chinese Mainland. There has been no recent
history of default in relation to these financial institutions. These instruments are considered to have low
credit risk because they have a low risk of default and the counterparty has a strong capacity to meet
its contractual cash flow obligations in the near term. Cash and cash equivalents, restricted cash and
bank deposits are also subject to the impairment requirements of IFRS 9, while the identified
impairment loss was immaterial.
(ii) Trade receivables
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which
requires expected lifetime losses to be recognized from initial recognition of the trade receivables. To
measure the expected credit losses, trade receivables have been grouped based on shared credit risk
characteristics, credit rating and aging periods. The determination of the expected loss rates is based on
the probability of default and the loss given the default with reference to the credit ratings of the counter
parties at the end of each reporting period. 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. The Group has identified the gross domestic product (GDP) and consumer price index
(CPI) of Chinese Mainland in which it provides services to be the relevant factors, and accordingly
adjusts the loss rates based on expected changes in those factors.
APPENDIX I ACCOUNTANT’S REPORT
– I-18 –


--- page 494 ---
The main exposure to credit risk at each of the reporting dates is the carrying value of the Group’s
trade receivables. On that basis, the loss allowance as at 31 December 2022, 2023 and 2024 and 30 June
2025 was determined as follows for trade receivables:
Up to
3 months
3t o
6 months
6 months to
1 year Total
As at 31 December 2022
Expected credit loss rate 1.15% – – 1.15%
Gross carrying amount –
trade receivables (RMB’000) 96 – – 96
Loss allowance (RMB’000) 1––1
As at 31 December 2023
Expected credit loss rate 0.55% 1.22% 2.65% 2.42%
Gross carrying amount –
trade receivables (RMB’000) 5,023 48 40,126 45,197
Loss allowance (RMB’000) 28 1 1,064 1,093
As at 31 December 2024
Expected credit loss rate 0.97% 0.30% – 0.96%
Gross carrying amount –
trade receivables (RMB’000) 85,511 1,998 – 87,509
Loss allowance (RMB’000) 833 6 – 839
As at 30 June 2025
Expected credit loss rate 0.92% 0.63% 1.82% 1.15%
Gross carrying amount –
trade receivables (RMB’000) 26,768 1,436 10,362 38,566
Loss allowance (RMB’000) 246 9 189 444
(iii) Other receivables and finance lease receivables
Other receivables mainly include deposits and receivables from server original equipment
manufacturer (“OEMs”) for toll manufacturing service. Finance lease receivables are due from
employees as mentioned in Note 25. For other receivables and finance lease receivables, management
makes periodic collective assessments as well as individual assessment on the recoverability based on
historical settlement records, past experience and forward-looking information on macroeconomic
factors affecting the ability of the customers or employees to settle the receivables.
The Group assesses the credit losses of finance lease receivables individually and believes that
the credit risk inherent in the group of outstanding finance receivables balance is quite low as all lease
receivables are secured by public rental houses owned by the Group.
The Group measures credit risk of other receivables and finance lease receivables using
Probability of Default (“PD”), Exposure at Default (“EAD”) and Loss Given Default (“LGD”).
 Financial instruments that are not credit-impaired on initial recognition are classified in
‘Stage 1’ and have their credit risk continuously monitored by the Group. The expected
credit loss is measured on a 12-month basis.
APPENDIX I ACCOUNTANT’S REPORT
– I-19 –


--- page 495 ---
 If a significant increase in credit risk (specifically, when the debtor is more than 30 day
past due on its contractual payments) since initial recognition is identified, the financial
instrument is moved to ‘Stage 2’ but is not yet deemed to be credit-impaired. The expected
credit loss is measured on lifetime basis.
 If the financial instrument is credit-impaired (specifically, when the debtor is more than 90
days past due on its contractual payments), the financial instrument is then moved to
‘Stage 3’. The expected credit loss is measured on lifetime basis.
As there has been no significant increase in credit risk since initial recognition, all of the Group’s
other receivables and finance lease receivables as at 31 December 2022, 2023 and 2024 and 30 June
2025 were classified in Stage 1 and their expected credit losses were measured on a 12-month basis.
The following tables explain the changes in the loss allowance for other receivables and finance
lease receivables between the beginning and the end of the years/period:
As at 31 December
As at
30 June
2022 2023 2024 2025
Expected credit loss
rate
– Other receivables 1.40% 2.28% 0.85% 1.94%
– Finance lease
receivables 0.01% 0.01% 0.01% 0.01%
Gross carrying amount
(RMB’000)
– Other receivables 17,765 9,914 36,425 12,399
– Finance lease
receivables 43,546 69,338 75,652 78,702
61,311 79,252 112,077 91,101
Loss allowance
(RMB’000)
– Other receivables (248) (226) (308) (240)
– Finance lease
receivables (5) (10) (11) (11)
Total loss allowance
(RMB’000) (253) (236) (319) (251)
(iv) Movement of loss allowance for trade receivables, other receivables and finance lease receivables
Details of the analysis refer to Note 24 for trade and other receivables, Note 25 for finance lease
receivables.
APPENDIX I ACCOUNTANT’S REPORT
– I-20 –


--- page 496 ---
The movement of loss allowance for trade receivables, other receivables and finance lease
receivables for the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30
June 2025 are as below:
Trade
receivables
Other
receivables
Finance lease
receivables Total
RMB’000 RMB’000 RMB’000 RMB’000
Opening loss
allowance as
1 January 2022 – (53) – (53)
Increase in loss
allowance recognised
in profit or loss
during the year (1) (195) (5) (201)
As at 31 December 2022 (1) (248) (5) (254)
(Increase)/decrease in
loss allowance
recognised in profit
or loss during the
year (1,092) 22 (5) (1,075)
As at 31 December 2023 (1,093) (226) (10) (1,329)
Decrease/(increase) in
loss allowance
recognised in profit
or loss during the
year 254 (82) (1) 171
As at 31 December 2024 (839) (308) (11) (1,158)
Decrease in loss
allowance recognised
in profit or loss
during the period 395 68 –* 463
As at 30 June 2025 (444) (240) (11) (695)
* represents that amount is less than 1,000.
Write-off policy
Financial assets are written off when there is no reasonable expectation of recovery. Indicators that there
is no reasonable expectation of recovery include ceasing enforcement activity. Where receivables have been
written off, the Group continues to engage in enforcement activity to attempt to recover the receivable due.
Where recoveries are made, these are recognized in profit or loss.
APPENDIX I ACCOUNTANT’S REPORT
– I-21 –


--- page 497 ---
(c) Liquidity risk
The Group aims to maintain sufficient cash and cash equivalents. Due to the dynamic nature of the
underlying businesses, the policy of the Group is to regularly monitor the Group’s liquidity risk and to
maintain adequate cash and cash equivalents to meet the Group’s liquidity requirements.
The table below analyses the Group’s non-derivative financial liabilities that will be settled on a net
basis into relevant maturity groupings based on the remaining period at each balance sheet date to the
contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Less than
1 year
Between
1 and
2 years
Between
2 and
5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2022
Lease liabilities 31,529 11,678 1,264 44,471
Financial liabilities included
in trade and other payables 163,281 – – 163,281
Long-term payables – 26,261 17,724 43,985
194,810 37,939 18,988 251,737
At 31 December 2023
Lease liabilities 12,952 4,180 1,623 18,755
Financial liabilities included
in trade and other payables 237,409 – – 237,409
Investment intention deposits 809,245 – – 809,245
Long-term payables – 18,019 – 18,019
1,059,606 22,199 1,623 1,083,428
At 31 December 2024
Lease liabilities 21,379 18,109 3,086 42,574
Financial liabilities included
in trade and other payables 316,088 – – 316,088
Long-term payables – 722 – 722
Investment intention deposits 845,890 – – 845,890
Convertible debentures 262,037 – – 262,037
1,445,394 18,831 3,086 1,467,311
At 30 June 2025
Lease liabilities 27,928 18,374 3,867 50,169
Financial liabilities included
in trade and other payables 331,889 – – 331,889
Borrowings 202,787 – – 202,787
Long-term payables – 722 – 722
562,604 19,096 3,867 585,567
Please note that the Group did not include the liabilities arising from the redemption rights that were
granted to the shareholders in the above table as these rights are subject to certain conditions and scenarios.
As at 30 June 2025, the earliest possible redemption date will be in January 2026, and based on the
supplemental agreement to the preferred rights termination agreement in August 2025, the redemption date has
been extended to 31 July 2027. Details refer to Note 31.
APPENDIX I ACCOUNTANT’S REPORT
– I-22 –


--- page 498 ---
3.2 Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to enhance shareholders’ value in the long-term.
The Group monitors capital by regularly reviewing the capital structure. As a part of this review, the Group
considers the cost of capital and the risks associated with the issued share capital. The Group may adjust the number
of dividends paid to shareholders, return capital to shareholders, issue new shares or repurchase the Company’s
shares. In the opinion of the directors of the Company, the Group’s net liabilities mainly includes redemption
liabilities disclosed in Note 31, and there are no regulatory indicators in the industry where the Company is located.
Measurement of capital management is not a tool currently used in the internal management reporting
procedures of the Group.
3.3 Fair value estimation
(a) Financial assets and liabilities
(i) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial
instruments that are recognized and measured at fair value in the consolidated financial statements. To provide
an indication about the reliability of the inputs used in determining fair value, the Group has classified its
financial instruments into the three levels prescribed under the accounting standards. An explanation of each
level follows underneath the table.
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2022
Financial Assets:
Long-term investments measured at fair
value through profit or loss:
– Unlisted equity investments – – 42,579 42,579
Short-term investments measured at fair
value through profit or loss:
– Structured deposits – – 974,859 974,859
– – 1,017,438 1,017,438
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2023
Financial Assets:
Long-term investments measured at
fair value through profit or loss:
– Unlisted equity investments – – 43,212 43,212
Short-term investments measured at
fair value through profit or loss:
– Structured deposits – – 1,233,461 1,233,461
– – 1,276,673 1,276,673
APPENDIX I ACCOUNTANT’S REPORT
– I-23 –


--- page 499 ---
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2024
Financial Assets:
Long-term investments measured at
fair value through profit or loss:
– Unlisted equity investments – – 44,000 44,000
Short-term investments measured at
fair value through profit or loss:
– Structured deposits – – 96,448 96,448
– – 140,448 140,448
Financial liabilities
Financial liabilities at fair value through
profit or loss
– Convertible debentures – – 262,037 262,037
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
At 30 June 2025
Financial Assets:
Long-term investments measured at
fair value through profit or loss:
– Unlisted equity investments – – 40,616 40,616
Short-term investments measured at
fair value through profit or loss:
– Structured deposits – – 485,408 485,408
– – 526,024 526,024
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded
derivatives, and equity securities) is based on quoted market prices at the end of the
reporting period. The quoted market price used for financial assets held by the Group is the
current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example,
over-the-counter derivatives) is determined using valuation techniques which maximize the
use of observable market data and rely as little as possible on entity-specific estimates. If
all significant inputs required to fair value an instrument are observable, the instrument is
included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the
instrument is included in level 3. This is the case for unlisted equity securities and financial
liabilities at fair value through profit or loss (FVPL).
(ii) V aluation techniques used to determine fair values
The valuation of the level 3 instruments mainly included financial assets at fair value through profit or
loss in unlisted equity investments (Note 26(a)), financial assets at fair value through profit or loss in
structured deposits (Note 26(b)) and financial liabilities at fair value through profit or loss in convertible
debentures (Note 35). As these instruments are not traded in an active market, their fair values have been
determined by using various applicable valuation techniques, including discounted cash flows and market
approach etc.
APPENDIX I ACCOUNTANT’S REPORT
– I-24 –


--- page 500 ---
The finance department of the Group involves an independent valuer to perform the valuations of
unlisted equity investments and financial liabilities at fair value through profit or loss. This independent valuer
reports directly to the management. Discussions of valuation processes and results are held between the
management and the independent valuer on a periodical basis, in line with the Group’s reporting periods.
(iii) Fair value measurements using significant unobservable inputs (level 3)
There are no transfers of financial assets or liabilities between levels 2 and 3 during the Track Record
Period.
The following table presents the changes in level 3 instruments of financial assets and financial
liabilities measured at fair value through profit or loss for the three years ended 31 December 2022, 2023 and
2024 and the six months ended 30 June 2025.
Financial assets
at FVPL
– Structured
deposits
Financial assets
at FVPL
– Unlisted equity
investments
Financial
liabilities at
FVPL
– Convertible
debentures
RMB’000 RMB’000 RMB’000
Opening balance at
1 January 2022 1,579,092 50,287 –
Additions 3,057,000 – –
Disposal (3,700,278) (19,696) –
Gains recognized in other
gains – net (a) (Note 10) 39,045 11,988 –
Closing balance at
31 December 2022 974,859 42,579 –
Additions 2,768,000 – –
Disposal (2,534,167) – –
Gains recognized in other
gains – net (a) (Note 10) 24,769 633 –
Closing balance at
31 December 2023 1,233,461 43,212 –
Additions 1,591,000 – 262,037
Disposal (2,746,463) – –
Gains recognized in other
gains – net (a) (Note 10) 18,450 788 –
Closing balance at
31 December 2024 96,448 44,000 262,037
Additions 1,615,000 – –
Disposal (1,228,519) – –
Gains/(losses) recognized in
other gains – net (a) (Note 10) 2,479 (3,384) (364)
Conversion into ordinary shares – – (261,673)
Closing balance at
30 June 2025 485,408 40,616 –
APPENDIX I ACCOUNTANT’S REPORT
– I-25 –


--- page 501 ---
(a) Unrealised gains recognised for the three years ended 31 December 2022, 2023 and 2024 are
RMB16,320,000, RMB4,094,000 and RMB 1,236,000, respectively. Unrealised losses recognised
for the six months ended 30 June 2025 are RMB2,976,000.
The following table summarises the quantitative information about the significant unobservable inputs
used in recurring level 3 fair value measurements.
At 31 December 2022
Description
Unobservable
inputs
Range of
inputs
Relationship of
unobservable inputs to
fair value
Long-term investments
measured at fair value
through profit or loss:
– Unlisted equity investments
Expected volatility 43.94% The relationship of
expected volatility to
fair value is
indeterminable.
Generally, the higher
the expected volatility,
the lower the fair
value
Risk-free rate 2.82% The relationship of risk-
free rate to fair value
is indeterminable.
Generally, the higher
the risk-free rate, the
higher the fair value
Short-term investments
measured at fair value
through profit or loss:
Expected rate of
return
1.50%-3.33% The higher the expected
rate of return, the
higher the fair value
– Structured deposits
At 31 December 2023
Description
Unobservable
inputs
Range of
inputs
Relationship of
unobservable inputs to
fair value
Long-term investments
measured at fair value
through profit or loss:
– Unlisted equity investments
Expected volatility 43.93% The relationship of
expected volatility to
fair value is
indeterminable.
Generally, the higher
the expected volatility,
the higher the fair
value
Risk-free rate 2.48% The relationship of risk-
free rate to fair value
is indeterminable.
Generally, the higher
the risk-free rate, the
higher the fair value
Short-term investments
measured at fair value
through profit or loss:
Expected rate of
return
1.30%-4.00% The higher the expected
rate of return, the
higher the fair value
– Structured deposits
APPENDIX I ACCOUNTANT’S REPORT
– I-26 –


--- page 502 ---
At 31 December 2024
Description
Unobservable
inputs
Range of
inputs
Relationship of
unobservable inputs to
fair value
Long-term investments
measured at fair value
through profit or loss:
– Unlisted equity investments
Expected volatility 44.98%-48.34% The relationship of
expected volatility to
fair value is
indeterminable.
Generally, the higher
the expected volatility,
the higher the fair
value
Risk-free rate 1.14%-1.44% The relationship of risk-
free rate to fair value
is indeterminable.
Generally, the higher
the risk-free rate, the
higher the fair value
Short-term investments
measured at fair value
through profit or loss:
Expected rate of
return
2.20% The higher the expected
rate of return, the
higher the fair value
– Structured deposits
Convertible debentures Expected volatility 62.27% The higher the expected
volatility, the higher
the fair value
Discount rate 3.21%-7.25% The higher the discount
rate, the lower the fair
value
Risk-free rate 1.01%-4.39% The higher the risk-free
rate, the lower the fair
value
At 30 June 2025
Description
Unobservable
inputs
Range of
inputs
Relationship of
unobservable inputs to
fair value
Long-term investments
measured at fair value
through profit or loss:
– Unlisted equity investments
Expected volatility 47.16%~47.86% The relationship of
expected volatility to
fair value is
indeterminable.
Generally, the higher
the expected volatility,
the higher the fair
value
Risk-free rate 1.36%~1.49% The relationship of risk-
free rate to fair value
is indeterminable.
Generally, the higher
the risk-free rate, the
higher the fair value
Short-term investments
measured at fair value
through profit or loss:
– Structured deposits
Expected rate of
return
0.39%-2.85% The higher the expected
rate of return, the
higher the fair value
APPENDIX I ACCOUNTANT’S REPORT
– I-27 –


--- page 503 ---
The Group entered into contracts in respect of structured deposits with expected but not
guaranteed rates of return ranging as shown above. The Group managed and evaluated the performance
of these investments on a fair value basis, in accordance with the Group’s risk management and
investment strategy and hence they are designated as financial assets at FVPL. If the expected rate of
return of investments held by the Group be 10% higher/lower as at 31 December 2022, 2023 and 2024
and 30 June 2025, loss before income tax for the three years ended 31 December 2022, 2023 and 2024
and the six months ended 30 June 2025 would be approximately RMB2,170,000 lower/higher,
RMB1,176,000 lower/higher and RMB53,000 lower/higher and RMB151,000 lower/higher,
respectively.
If the expected volatility of the unlisted equity investments measured at FVPL held by the Group
be 10% higher/lower, the loss before income tax for the three years ended 31 December 2022, 2023, and
2024 and the six months ended 30 June 2025 and would be approximately RMB122,000/RMB210,000
higher/lower, RMB77,000/RMB27,000 lower/higher, RMB241,000/RMB205,000 lower/higher,
RMB262,000/RMB242,000 lower/higher, respectively.
If the risk-free rate of the unlisted equity investments measured at FVPL held by the Group be
10% higher/lower, the loss before income tax for the three years ended 31 December 2022, 2023, and
2024 and six months ended 30 June 2025 and would be approximately RMB103,000/RMB105,000
lower/higher, RMB98,000/RMB99,000 lower/higher, RMB54,000/RMB54,000 lower/higher,
RMB51,000/RMB51,000 lower/higher, respectively.
Fair value of convertible debentures is affected by changes in the expected volatility, discount
rate and risk-free rate. If the expected volatility be 10% higher/lower, the loss before income tax for the
year ended 31 December 2024 would be approximately RMB287,000/RMB288,000 higher/lower. If the
discount rate be 10% higher/lower, the loss before income tax for the year ended 31 December 2024
would be RMB27,000 lower/higher. If the risk-free rate be 10% higher/lower, the loss before income tax
for the year ended 31 December 2024 would be RMB1,000 lower/higher.
4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of consolidated financial statements requires the use of accounting estimates which, by
definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the
Group’s accounting policies.
Estimates and judgements are continually evaluated. They are based on historical experience and other factors,
including expectations of future events that may have a financial impact on the entity and that are believed to be
reasonable under the circumstances.
4.1 Share-based compensation expenses
As mentioned in Note 32, the Company has adopted Pre-IPO Share Option Plan and Pre-IPO RSU Plan to the
Group’s management and employees. The Company has engaged an independent valuer to determine the grant date
fair value of the share options and restricted shares to management and employees using the option pricing model
and equity allocation model respectively, which is to be expensed over the vesting period. V arious assumptions are
involved in the model and significant estimate on assumptions is required to be made by the management, including
discount rate, risk-free interest, expected volatility and dividend. The management applies judgements and estimate
on those significant assumptions in determining the fair value of the share options and restricted shares to the Group’s
management and employees.
At the end of each reporting period, the Group reassesses estimated number of equity instruments expected to
vest based on assessment of all relevant non-market vesting conditions. The impact of the revision of the original
estimates, if any, is recognised in consolidated statements of comprehensive loss such that the cumulative expense
reflects the revised estimate, with a corresponding adjustment to the share-based payment reserve.
4.2 Impairment of non-financial assets
At each balance sheet date, the Group reviews internal and external sources of information to identify
indications that the non-financial assets may be impaired. If an indication of impairment is identified, such
information is further subject to an exercise that requires the Group to estimate the recoverable amount, representing
the greater of the fair value less cost of disposal of such asset or its value in use. Depending on the Group’s
assessment of complexity of deriving reasonable estimates of the recoverable amount, the Group may perform such
assessment utilising internal resources or the Group may engage external advisors to counsel the Group in making
this assessment. Regardless of the resources utilised, the Group is required to make assumptions for this assessment,
including the utilisation of such asset, the cash flows to be generated, appropriate market discount rates and the
projected market and regulatory conditions. Changes in any of these assumptions could result in a material change
to future estimates of the recoverable value of the asset. Details refer to Note 16(c).
APPENDIX I ACCOUNTANT’S REPORT
– I-28 –


--- page 504 ---
4.3 Determination of redemption amount of the redemption liabilities
The redemption liabilities are initially measured at the present value of the redemption amount and
subsequently measured at amortized cost. The redemption amount was determined by the higher of fair value and the
principal plus interest, which is estimated using appropriate valuation techniques. Such valuations are based on
certain assumptions about volatility, rate of return and discount rate, associated with the instruments, which are
subject to uncertainty and might materially differ from the actual results. Details refer to Note 31.
4.4 Current and deferred income tax
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in
determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax
determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on estimates of
whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that
were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the
period in which such determination is made.
Deferred income tax assets relating to certain temporary differences and tax losses are recognised when
management considers it is probable that future taxable profits will be available against which the temporary
differences or tax losses can be utilised. When the expectation is different from the original estimate, such differences
will impact the recognition of deferred income tax assets and taxation charges in the period in which such estimate
is changed.
5 SEGMENT INFORMATION
The Group’s business activities are sales of GPGPU and other ready-to-use applications and provision of
application development and other services mainly in the PRC.
The Group’s chief operating decision-maker (“CODM”) has been identified as the executive directors, who
reviews consolidated results when making decisions about allocating resources and assessing performance of the
Group as a whole and hence, the Group has only one reportable segment. The Group does not distinguish between
markets or segments for the purpose of internal reports. As substantially all of the Group’s non-current assets are all
located in the PRC and substantially all of the Group’s revenue are derived from the PRC, no geographical
information is presented.
The following illustrates the revenue from customers which contributing over 10% of the total revenue of the
Group:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Customer A – – 183,393 – 19,629
Customer B – – 41,856 – –
Customer C – – 35,003 34,646 –
Customer D 38 8––––
Customer E 10 4––––
Customer F – 53,190 – – 6,804
Customer G –––– 17,357
Customer H –––– 12,429
Except for customers listed above, no other customer contributed over 10% of the total revenue of the Group
for the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025.
APPENDIX I ACCOUNTANT’S REPORT
– I-29 –


--- page 505 ---
6 REVENUE
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue from contracts
with customers within
the scope of IFRS 15
Sale of products
– Intelligent computing
solutions – 62,030 336,794 39,298 58,150
– Agent fee 49 9––––
499 62,030 336,794 39,298 58,150
Rendering of support or
extended warranty
service ––9– 4 6
499 62,030 336,803 39,298 58,196
Revenue from other
source
Rental income from
intelligent computing
clusters –––– 7 0 7
499 62,030 336,803 39,298 58,903
The Group derives revenue from the transfer of products and services at a point in time or over time, which
are analysed as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Point in time 499 62,030 336,794 39,298 58,150
Over time ––9– 4 6
499 62,030 336,803 39,298 58,196
APPENDIX I ACCOUNTANT’S REPORT
– I-30 –


--- page 506 ---
The following table shows unsatisfied performance obligations resulting from future unspecified software
updates and upgrades or extended warranty services:
Y ear ended 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Aggregate amount of the transaction
price allocated to long-term
contracts that are partially or fully
unsatisfied 637 1,174 1,165 1,247
Management expects that nil, 0.8%, 7.8% and 12.7% of the transaction price allocated to the unsatisfied
contracts as at 31 December 2022, 2023 and 2024 and 30 June 2025 will be recognized as revenue within one year.
Except for the unsatisfied performance obligations resulting from future unspecified software updates and upgrades
or extended warranty services disclosed above, other unsatisfied or partially unsatisfied performance obligations are
expected to be recognized in the following year/period and are not disclosed separately.
(a) Contract liabilities
The Group and the Company have recognized the following liabilities related to contracts with customers:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current portion 187 34,515 549 28,524
Non-current portion 637 1,165 1,074 1,089
824 35,680 1,623 29,613
Contract liabilities of the Group mainly arise from the advance payments made by customers while the
underlying products are yet to be delivered or underlying services are yet to be provided.
The following table shows the revenue recognized in the Track Record Period related to carried-forward
contract liabilities:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue recognized that
was included in the
contract liabilities at the
beginning of the
year/period – 187 34,515 – 503
APPENDIX I ACCOUNTANT’S REPORT
– I-31 –


--- page 507 ---
Accounting policies of revenue recognition
The accounting policy for the Group’ s principal revenue sources
(a) Sale of products
Intelligent computing solutions
The Group provides intelligent computing solutions that empower a wide range of critical applications
including artificial intelligence (“AI”) from cloud to edge.
Revenue generates from sales of intelligent computing solutions primarily includes its main products
GPGPU-based hardware and computing software platform, which is identified as a single performance
obligation as the Group provides a significant service of integrating the products with its services into a
bundled solution. Revenue is recognised at the point in time when control of intelligent computing solution
is transferred to customers, generally when the adaption is completed and the solution is accepted by
customers.
Contracts with customers may include multiple performance obligations. For such arrangements, the
Group allocates revenue to each performance obligation based on its relative standalone selling price. The
Group generally determines standalone selling prices based on the prices charged to customers. If the
standalone selling price is not directly observable, it is estimated using expected cost plus a margin or adjusted
market assessment approach, depending on the availability of observable information. Assumptions and
estimations have been made in estimating the relative selling price of each distinct performance obligation, and
changes in judgments on these assumptions and estimates may impact the revenue recognition.
The transaction price in the contract reflects the amount of consideration that the Group expects to be
entitled to, netting off the payment to customer and customer’s agent.
Certain products are sold with support or an extended warranty for the incorporated system, hardware,
and/or software. Support and extended warranty revenue are recognized rateably over the service period, or as
services are performed. Such kind of revenue is included and reported as revenue from rendering of support
or extended warranty service in Note (b).
Agent fee
The Group acts as an agent during certain transactions of selling hardware, because the Group does not
obtain the control of the hardware before the hardware are delivered to buyers. Revenue is recognised on a net
basis when the control of the products has been transferred from the suppliers to the buyers according to the
arrangement, generally upon the acceptance of the hardware.
Gross vs. net determination in revenue recognition
The determination of whether revenue should be reported on a gross or net basis is based on an
assessment of whether the Group is acting as the principal or an agent in the transactions. If the Group provides
significant integration service to the hardware and is responsible for the overall management of the contract,
the Group is the principal in the transaction and recognises revenue at the gross amount of consideration to
which it is entitled from the buyers. The Group presents its revenue on a net basis when the Group acts as an
agent with no control over the underlying hardware and does not assume inventory risk.
The Group reports the amount received from the buyers and the amounts paid to the suppliers related
to these transactions on a net basis if the Group is not primarily obligated in a transaction, does not generally
bear the inventory risk and does not have the ability to establish the price.
(b) Rendering of support or extended warranty service
Revenue from providing extended warranty services is recognised in the accounting period in which the
services are rendered.
APPENDIX I ACCOUNTANT’S REPORT
– I-32 –


--- page 508 ---
(c) Rental income from intelligent computing clusters
Rental income from intelligent computing clusters where the Group leases out a computing cluster for
one year. And the related rental income is recognised on a straight-line basis over the lease term. And the
respective leased assets are included in the consolidated balance sheets based on their nature.
7 EXPENSES BY NATURE
The expenses charged to cost of sales, selling and marketing expenses, general and administrative expenses,
research and development expenses, special losses on certain assets and other expenses are analysed below:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Employee benefit expenses
(Note 8) 769,042 779,815 722,849 409,635 396,640
Inventories and
consumables used 37,370 33,536 148,676 16,790 46,734
Depreciation and
amortisation 176,485 200,152 118,869 60,982 64,524
Design and development
expenses 112,633 28,617 117,139 5,537 146,618
Office and travel expenses 47,716 71,024 74,789 39,432 35,548
Professional service fees 14,778 13,795 35,133 11,150 14,844
Short-term lease expenses 3,541 4,172 12,133 4,013 21,347
Intellectual property
license expenses 73,856 8,179 4,726 1,592 1,712
Marketing and promotion
expenses 5,475 702 2,420 921 1,503
Listing expenses – 8,927 13,905 8,810 10,784
Auditor’s remuneration for
audit service 743 821 460 17 428
Special losses on certain
assets (i) – 108,69 2–––
General provision for
inventories (ii) – 19 2,485 –* 944
Miscellaneous 35,173 26,700 29,042 9,303 26,508
1,276,812 1,285,151 1,282,626 568,182 768,134
* represents that amount is less than 1,000.
Notes:
(i) Effective from 17 October 2023, certain entities of the Group were added to the Entity List by the
Bureau of Industry and Security of the U.S. Department of Commerce (the “BIS”) (the “BIS Listing”).
The BIS Listing restricted the Group’s ability to purchase or access to certain assets, goods, software
and technology. As direct consequences of the BIS Listing, the Company recorded special losses on
certain assets including inventories, intangible assets and property, plant and equipment (“PP&E”)
purchased or prepayments made prior to the BIS Listing during the year ended 31 December 2023. The
losses charged to the consolidated statements of comprehensive loss as followings.
APPENDIX I ACCOUNTANT’S REPORT
– I-33 –


--- page 509 ---
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Special losses on:
– Inventories – 15,81 9–––
– Prepayments – 45,78 5–––
– Intangible assets – 36,03 1–––
– PP&E – 11,05 7–––
– 108,69 2–––
(ii) General provision for inventories
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
General provision
for inventories
– Recorded in cost
of sales – 19 2,485 –* 944
* represents that amount is less than 1,000.
8 EMPLOYEE BENEFIT EXPENSES
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Wages, salaries and
bonuses 557,361 583,800 523,031 293,115 302,708
Contributions to pension
plan (a) 38,705 38,752 38,701 20,795 22,803
Housing fund, medical
insurance and
other social
insurance (a) 58,181 55,070 53,932 29,359 31,423
Share-based compensation
expenses (Note 32) 88,031 80,096 82,633 58,242 27,165
Other employee benefits 26,764 22,097 24,552 8,124 12,541
769,042 779,815 722,849 409,635 396,640
APPENDIX I ACCOUNTANT’S REPORT
– I-34 –


--- page 510 ---
(a) Pension obligations and other social welfare benefits
Policy on Chinese Mainland employees
Full-time employees of the Group in Chinese Mainland are entitled to staff welfare benefits including
pension, work-related injury benefits, maternity insurances, medical insurances, unemployment benefits and
housing fund plans through a PRC government-mandated defined contribution plan. Chinese labor regulation
requires that the Group make contributions to the government for these benefits based on certain percentage
of the employees’ salaries, up to a maximum amount specified by the local government. The Group has no legal
obligation for the benefits beyond the required contributions. No forfeited contributions are available to reduce
contributions payable in the future.
Policy on mandatory provident fund scheme
The Group has arranged for its Hong Kong SAR employees to join the Mandatory Provident Fund
Scheme (the “MPF Scheme”), a defined contribution scheme managed by an independent trustee. Under the
MPF Scheme, the Group and its employees make monthly contributions to the scheme at 5% of the employees’
earnings as defined under the Mandatory Provident Fund legislation. Both the Group’s and the employees’
contributions were subject to a cap of HKD1,500 per month and contributions thereafter are voluntary. No
forfeited contributions are available to reduce contributions payable in the future.
(b) Five highest paid individuals
The five individuals whose emoluments were the highest in the Group for the three years ended 31 December
2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025, include 2, 2, 1, nil and 1 directors
respectively, where emoluments are disclosed in Note 42. The emoluments payable to the remaining 3, 3, 4, 5 and
4 individuals during the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024
and 2025 are as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Wages, salaries and
bonuses 11,490 11,236 10,887 6,842 5,922
Contributions to pension
plan 63 71 75 48 106
Housing fund, medical
insurance and other
social insurance 91 97 80 42 133
Share-based compensation
expenses 34,954 23,018 21,495 20,107 5,691
Other employee benefits – – 42 80 –
46,598 34,422 32,579 27,119 11,852
APPENDIX I ACCOUNTANT’S REPORT
– I-35 –


--- page 511 ---
The emoluments of the 3, 3, 4, 5 and 4 individuals fell within the following bands:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
(Unaudited)
Emoluments bands:
HKD2,000,001 to
HKD3,000,000 ––––3
HKD3,000,001 to
HKD4,000,000 –––3–
HKD4,000,001 to
HKD5,000,000 –––1–
HKD5,000,001 to
HKD6,000,000 ––1–1
HKD6,000,001 to
HKD7,000,000 1–1––
HKD7,000,001 to
HKD8,000,000 ––1––
HKD8,000,001 to
HKD9,000,000 –1–––
HKD10,000,001 to
HKD11,000,000 –1–––
HKD14,000,001 to
HKD15,000,000 1––––
HKD15,000,001 to
HKD16,000,000 –––1–
HKD16,000,001 to
HKD17,000,000 ––1––
HKD19,000,001 to
HKD20,000,000 –1–––
HKD30,000,001 to
HKD40,000,000 1––––
33454
9 OTHER INCOME
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Government grants
– Financial subsidies (i) 57,055 70,105 58,151 17,668 100,312
– Individual income tax
refund 624 1,285 1,362 1,362 1,350
Interest income on bank
deposits 17,097 27,915 36,301 17,266 7,366
Rental income (ii) 1,983 3,757 4,149 2,068 1,896
Others 2 8–7– 2,424
76,787 103,062 99,970 38,364 113,348
APPENDIX I ACCOUNTANT’S REPORT
– I-36 –


--- page 512 ---
(i) Government grants received during the three years ended 31 December 2022, 2023 and 2024 and the six
months ended 30 June 2024 and 2025 primarily comprised the financial subsidies received from various
local government authorities in the Chinese Mainland. Certain government grants were related to assets
and amortised during the useful life of the related assets. There are no unfulfilled conditions or
contingencies relating to these incomes.
(ii) Rental income arising from leasing of investment properties, details please refer to Note 19.
10 OTHER GAINS/(LOSSES) – NET
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Fair value gains/(losses)
on long-term equity
investment measured at
fair value through profit
or loss (Note 26(a)) 11,988 633 788 745 (3,384)
Fair value gains on short-
term investments
measured at fair value
through profit or loss
(Note 26(b)) 39,045 24,769 18,450 12,684 2,479
Fair value gains on
convertible debentures
(Note 35) –––– 3 6 4
Gains/(losses) on disposal
of property,
plant and equipment 31 (3,527) 229 148 120
Gains on disposal of right-
of-use assets – 595 218 218 –
Impairment loss on
intangible assets
(Note 18) – (40,301) – – –
Donations (i) (1,690) (410) (2,277) – –
Net foreign exchange
gains/(losses) 16,864 (3,658) (4,853) (1,965) 3,695
Others (339) (2,410) (2,021) (1,867) (158)
65,899 (24,309) 10,534 9,963 3,116
(i) Donations represented the donations made to certain colleges and universities in Chinese Mainland
during the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024
and 2025.
APPENDIX I ACCOUNTANT’S REPORT
– I-37 –


--- page 513 ---
11 FINANCE COST – NET
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Finance income
Interest income on cash
and cash
equivalents 11,382 15,861 8,447 6,241 12,864
Interest income from
finance lease receivables 388 1,261 1,648 790 821
11,770 17,122 10,095 7,031 13,685
Finance costs
Changes in the carrying
value of redemption
liabilities (Note 31) (348,030) (603,567) (674,309) (383,077) (1,010,932)
Interest expenses from
investment
intention deposits
(Note 34) – (9,245) (36,645) (31,466) (7,888)
Interest expenses from
borrowings –––– (1,880)
Interest and finance
charges paid/payable
for lease liabilities and
long-term payables (4,099) (2,925) (2,182) (1,014) (1,207)
(352,129) (615,737) (713,136) (415,557) (1,021,907)
Finance cost – net (340,359) (598,615) (703,041) (408,526) (1,008,222)
12 PRINCIPAL SUBSIDIARIES
(a) Principal subsidiaries of the Group
The Company’s principal subsidiaries during the Track Record Period are set out below. Unless otherwise
stated, they have share capital consisting solely of ordinary shares that are held directly by the Group, and the
proportion of ownership interests held equals the voting rights held by the Group. The countries/regions of
incorporation or registration are also their principal places of business.
Effective interest held In terms of %
Name of entity
As at 31 December
As at
30 June As of
report
date
Date of
establishment/
incorporation
Registered
capital/paid
in capital
Principal activities,
place of operation and
kind of legal entity Note2022 2023 2024 2025
Directly held by
the Company:
Shanghai Biren Information
Technology Co., Ltd.
(“ࠢ
ʮ̡”)
100% 100% 100% 100% 100% 07 April 2020 RMB220,000,000/
RMB216,149,636
Sales of hardware and
software products and
provision of related
services, the PRC,
limited liability company
(a)
Zhuhai Biren Integrated
Circuit Co., Ltd. (“ मऎኣ
ʮ̡”)
100% 100% 100% 100% 100% 03 July 2020 RMB500,000,000/
RMB239,300,000
Sales of hardware and
software products and
provision of related
services, the PRC,
limited liability company
(b)
APPENDIX I ACCOUNTANT’S REPORT
– I-38 –


--- page 514 ---
Effective interest held In terms of %
Name of entity
As at 31 December
As at
30 June As of
report
date
Date of
establishment/
incorporation
Registered
capital/paid
in capital
Principal activities,
place of operation and
kind of legal entity Note2022 2023 2024 2025
Shanghai Xinzhili Enterprise
Development Co., Ltd.
(“Ϟ
ʮ̡”) (previously
known as Suzhou Xinyan
Holding Co., Ltd. (“ ᘽψ
ʮ̡”))
100% 100% 100% 100% 100% 09 September
2021
RMB340,000,000/
RMB96,000,000
Investment holding, the
PRC, limited liability
company
(c)
Guangzhou Biren
Semiconductor
Technology Co., Ltd. (“ ᄿ
ʮ
̡”) (previous known as
Shanghai Biren Integrated
Circuit Co., Ltd. (“ ɪऎኣ
ʮ̡”))
100% 100% 100% 100% 100% 30 June 2020 RMB60,000,000/
RMB60,000,000
Software development, the
PRC, limited liability
company
(f)
Beijing Biren Technology
Development Co., Ltd.
(“ࠢ
ʮ̡”)
100% 100% 100% 100% 100% 23 September
2020
RMB100,000,000/
RMB67,000,000
Development and sales of
products, the PRC,
limited liability company
(d)
Hangzhou Biren Technology
Development Co., Ltd.
(“ࠢ
ʮ̡”)
100% 100% 100% 100% 100% 14 May 2021 RMB50,000,000/
RMB34,100,000
Development and sales of
products, the PRC,
limited liability company
(f)
RidgeStone Technology, Inc. 100% 100% 100% 100% 100% 6 December
2019
USD2,000/
USD2,000
Software development, the
United States, limited
liability company
(f)
Guangzhou Biren intelligent
Technology Co., Ltd. (“ ᄿ
ʮ
̡”) (previous known as
“Guangzhou Biren
Integrated Circuit Co.,
Ltd. (“ ᄿψኣ́ණϓཥ༩
ʮ̡”))
N/A 100% 100% 100% 100% 26 September
2023
RMB60,000,000/
RMB39,600,000
Sales of integrated circuit
chips and products, the
PRC, limited liability
company
(f)
Shanghai Biren
Semiconductor
Technology Co., Ltd.
(“ҦϞ
ʮ̡”)
N/A 100% 100% 100% 100% 31 October
2023
RMB10,000,000/
RMB20,000
Development and sale of
products, the PRC,
limited liability company
(f)
Shanghai Aoyan Technology
Co., Ltd. (“Ҧ
ʮ̡”)
N/A 100% 100% 100% 100% 7 November
2023
RMB60,000,000
RMB38,100,000
Development and sale of
products, the PRC,
limited liability company
(f)
Indirectly held by the
Company:
BRIGHT PEAK PTE. LTD. 100% 100% 100% 100% 100% 20 September
2021
SGD70,000,000/
SGD1,405,658
Software development,
Singapore, private
limited company
(f)
ALPINE A TLAS Limited N/A 100% 100% 100% 100% 31 May 2023 USD1/ USD 1 Software development,
Hong Kong SAR,
private limited company
(e)
(a) The statutory financial statements of Shanghai Biren Information Technology Co., Ltd. were audited by
Shanghai Leader Certified Public Accountants Firm (“הfor the years ended
31 December 2022, 2023 and 2024.
(b) The statutory financial statements of Zhuhai Biren Technology Co., Ltd. were audited by Shanghai
Leader Certified Public Accountants Firm (“הfor the years ended 31
December 2022, 2023 and 2024.
APPENDIX I ACCOUNTANT’S REPORT
– I-39 –


--- page 515 ---
(c) The statutory financial statements of Shanghai Xinzhili Development Co., Ltd. (“࢝
ʮ̡”) (formerly known as Suzhou Xinyan Holding Co., Ltd.) were audited by Shanghai Leader
Certified Public Accountants Firm (“הfor the years ended 31 December
2022, 2023 and 2024.
(d) The statutory financial statements of Beijing Biren Technology Development Co., Ltd. were audited by
Shanghai Leader Certified Public Accountants Firm (“הfor the years ended
31 December 2022, 2023 and 2024.
(e) The statutory financial statements of ALPINE A TLAS Limited were audited by YCA Partners CPA
Limited (“ʮ̡”) for the years ended 31 December 2023 and 2024.
(f) No audited financial statements were issued for these companies as they are not required to issue audited
financial statements under the statutory requirements of their respective places of incorporation.
(b) Investment in subsidiaries – the Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Investments in subsidiaries 688,574 805,790 1,011,748 1,095,590
Less: allowance for impairment of
investment in subsidiaries – (264,607) (266,968) (268,410)
688,574 541,183 744,780 827,180
13 INCOME TAX EXPENSES/(CREDIT)
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current income tax –––––
Deferred income tax
(Note 21) 125 (103) (89) (89) –
Income tax
expenses/(credit) 125 (103) (89) (89) –
APPENDIX I ACCOUNTANT’S REPORT
– I-40 –


--- page 516 ---
The tax on the Group’s loss before income tax differs from the theoretical amount that would arise using the
weighted average tax rate applicable to losses of the consolidated entities as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Loss before income tax (1,474,187) (1,744,058) (1,538,189) (888,427) (1,600,526)
Tax calculated at statutory
income tax rate
applicable in principal
countries/places of
business (a), (b), (c) (372,594) (435,280) (374,835) (215,982) (395,387)
Tax effects of:
Preferential income tax
rate applicable to
subsidiaries (d) 22,109 16,171 15,833 14,953 9,643
Super deduction for
research and
development
expenses (e) (162,504) (174,206) (157,598) (68,523) (119,946)
Expenses not deductible
for tax purpose (f) 133,420 174,296 192,070 110,852 258,447
Tax losses for which no
deferred income
tax assets was
recognised (g) 359,728 387,171 312,720 127,178 254,781
Other temporary
differences for which no
deferred income tax
assets was recognised 19,966 31,745 11,721 31,433 (7,538)
Income tax
expenses/(credit) 125 (103) (89) (89) –
(a) Corporate income tax in Chinese Mainland (“CIT”)
The income tax provision of the Group in respect of its operations in Chinese Mainland was calculated at tax
rate of 25% on the assessable profits for the respective years/periods presented, based on the existing legislation,
interpretations and practices in respect thereof.
(b) Singapore income tax
The entity incorporated in Singapore is subject to Singapore income tax at a rate of 17% for taxable income
earned in Singapore.
No provision for Singapore income tax was made as the Group had no estimated assessable profit that was
subject to Singapore income tax during the Track Record Period.
(c) Hong Kong SAR income tax
The entity incorporated in Hong Kong SAR is subject to Hong Kong SAR profits tax at a rate of 8.25% on
assessable profits up to HKD2 million and 16.5% on any part of assessable profits over HKD2 million for the
years/periods presented.
APPENDIX I ACCOUNTANT’S REPORT
– I-41 –


--- page 517 ---
(d) Preferential income tax rate
Certain subsidiaries in Chinese Mainland were qualified as “Small and Low-Profit Enterprise” in 2024. Due
to tax loss status in 2024, these subsidiaries did not actually enjoy 20% preferential CIT rate, Beijing Biren
Technology Development Co., Ltd., a subsidiary of the Group is qualified for new/high-tech technology enterprises
status and enjoyed preferential income tax rate of 15% from 2024 to 2026.
(e) Super Deduction for research and development expenses
The State Taxation Administration of the People’s Republic of China announced in September 2018 that
enterprises engaging in research and development activities would entitle to claim 175% of their research and
development expenses (“Super Deduction”) from 1 January 2018 to 31 December 2020, and announced in March
2021 to extend this preferential claim percentage to 31 December 2023. As announced in March 2022 and September
2022, technology-based small and medium-sized enterprises would entitle to claim 200% of their research and
development expenses from 1 January 2022 and other enterprises would entitle to claim 200% of their research and
development expenses from 1 October 2022 to 31 December 2022. In March 2023, The State Taxation Administration
of the People’s Republic of China announced that enterprises would entitle to claim 200% of their research and
development expenses from 1 January 2023.
The Group has made its best estimate for the Super Deduction to be claimed for the Group’s entities in
ascertaining their assessable profits during the Track Record Period.
(f) Expenses not deductible for tax purposes
Expenses not deductible for tax purposes mainly represented interest expenses on redemption liabilities,
business entertainment expenses exceeding for certain limits and share-based compensation expenses incurred in the
Group’s subsidiaries which are not deductible according to the relevant laws and regulations promulgated by the State
Tax Bureau of the PRC.
(g) Tax losses for which no deferred income tax assets were recognised
Deferred income tax assets are recognized for deductible temporary differences and tax losses to the extent that
the realization of the related tax benefits through future taxable profits is probable.
As at 31 December 2022, 2023 and 2024 and 30 June 2025, the Group did not recognise deferred income tax
assets in respect of losses of RMB2,906,405,000, RMB4,546,712,000 and RMB5,896,844,000 and
RMB6,828,639,000, respectively. The tax losses incurred from the Company and its subsidiaries in Chinese Mainland
that are not recognised as deferred tax assets will expire from 2025 to 2035. Tax losses of the Group’s subsidiaries
incorporated in Hong Kong SAR, United States of America and Singapore will be carried forward indefinitely.
Deductible losses that are not recognized for deferred income tax assets will expire as follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
2024 847 847 – –
2025 383,509 383,509 381,000 381,000
2026 844,999 844,999 797,335 797,335
2027 1,539,053 1,539,053 1,449,096 1,449,096
2028 – 1,601,500 1,506,015 1,506,015
2029 – – 1,202,024 1,202,024
2030 – – 2,509 861,715
2031 – – 47,664 47,664
2032 – – 89,957 89,957
2033 – – 95,485 95,485
2034 – – 73,675 73,675
2035 – – – 44,079
Indefinitely 137,997 176,804 252,084 280,594
2,906,405 4,546,712 5,896,844 6,828,639
APPENDIX I ACCOUNTANT’S REPORT
– I-42 –


--- page 518 ---
14 LOSS PER SHARE
On 8 September 2023, the Company was converted into a joint stock company with limited liabilities and total
32,916,380 ordinary shares with par value of RMB1.0 each were issued and allotted to the respective owners of the
Company according to the share capital registered under these equity holders on that day. For the purpose of
computation of basic and diluted losses per share, the weighted average number of ordinary shares in issue before
the conversion into a joint stock limited company was determined assuming the share capital had been fully converted
into ordinary share deemed in issue at the same conversion ratio of 1:1 as upon conversion into joint stock limited
company.
On 25 June 2025, pursuant to the resolutions of the shareholders, the Company conducted a share subdivision
under which each share of the Company was split on a 1:50 basis. As a result of the share subdivision, the nominal
value of the shares of the Company was changed from RMB1.0 each to RMB0.02 each. In computation of basic and
diluted losses per share, the weighted average number of ordinary shares before the share subdivision is further
adjusted for the proportionate change in the number of ordinary shares as if the share subdivision had occurred at
the beginning of the Track Record Period.
(a) Basic loss per share
The basic loss per share during the Track Record Period is calculated by dividing the loss attributable to
owners of the Company by the weighted average number of ordinary shares, taking into the effects of conversion the
Company into a joint stock limited company and subsequent share subdivision as mentioned above.
The redemption liabilities were treated as treasury shares before the termination of preferred rights as
described in Note 31 and such treasury shares were included in the calculation of weighted average number of
ordinary shares outstanding.
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
(Unaudited)
Loss attributable to owners
of the Company
(RMB’000) (1,474,312) (1,743,955) (1,538,100) (888,338) (1,600,526)
Weighted average number
of ordinary shares in
issue (000) 1,629,809 1,643,793 1,645,819 1,645,819 1,716,845
Basic and diluted loss per
share for loss
attributable to owners of
the Company (expressed
in RMB per share) (0.90) (1.06) (0.93) (0.54) (0.93)
(b) Diluted loss per share
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding
to assume conversion of all dilutive potential ordinary shares. As the Group incurred losses for the three years ended
31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025, these potential ordinary shares,
i.e. shares with preferred rights and convertible debentures, were not included in the calculation of diluted loss per
share as their inclusion would be anti-dilutive. Accordingly, diluted loss per share for the three years ended 31
December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025 are the same as basic loss per share
of the respective years/periods.
15 DIVIDENDS
No dividend had been declared or paid by the Company during the Track Record Period.
APPENDIX I ACCOUNTANT’S REPORT
– I-43 –


--- page 519 ---
16 PROPERTY, PLANT AND EQUIPMENT
The Group
Office
buildings
Public
rental
houses
Leasehold
improvement
Office and
electronic
equipment
Transportation
equipment
and vehicles Tooling
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended
31 December 2022
At 1 January 2022 144,213 – 65,307 99,837 813 – 5,123 315,293
Additions 4,524 102,004 10,817 56,695 142 1,689 18,424 194,295
Internal transfer – – 23,202 14 – – (23,216) –
Transfer out to
investment
properties (Note 19) (44,604) – – – – – – (44,604)
Transfer out under
finance lease
arrangement
(Note 25) – (39,919) – – – – – (39,919)
Depreciation charge (3,861) (427) (34,327) (50,945) (237) (132) – (89,929)
Currency translation
differences – – – 54 – – – 54
Closing net book
amount 100,272 61,658 64,999 105,655 718 1,557 331 335,190
At 31 December 2022
Cost 105,181 62,053 107,278 189,523 1,009 1,689 331 467,064
Accumulated
depreciation (4,909) (395) (42,279) (83,868) (291) (132) – (131,874)
Net book amount 100,272 61,658 64,999 105,655 718 1,557 331 335,190
Y ear ended
31 December 2023
At 1 January 2023 100,272 61,658 64,999 105,655 718 1,557 331 335,190
Additions 93,309 – 6,824 27,053 1,390 2,499 7,671 138,746
Internal transfer – – 7,340 644 – – (7,984) –
Transfer out to
investment
properties (Note 19) (22,717) – – – – – – (22,717)
Transfer out under
finance lease
arrangements
(Note 25) – (23,341) – – – – – (23,341)
Disposals – – (3,134) (628) (398) (912) – (5,072)
Special losses made
(Note 7(i)) – – – (11,057) – – – (11,057)
Depreciation charge (2,913) (763) (39,745) (59,617) (358) (874) – (104,270)
Currency translation
differences – – 30 11 – – – 41
Closing net book
amount 167,951 37,554 36,314 62,061 1,352 2,270 18 307,520
APPENDIX I ACCOUNTANT’S REPORT
– I-44 –


--- page 520 ---
Office
buildings
Public
rental
houses
Leasehold
improvement
Office and
electronic
equipment
Transportation
equipment
and vehicles Tooling
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December
2023
Cost 174,661 38,392 118,339 144,751 1,714 3,230 18 481,105
Accumulated
depreciation (6,710) (838) (82,025) (82,690) (362) (960) – (173,585)
Net book amount 167,951 37,554 36,314 62,061 1,352 2,270 18 307,520
Y ear ended
31 December 2024
At 1 January 2024 167,951 37,554 36,314 62,061 1,352 2,270 18 307,520
Additions 51 2,798 15,907 76,762 1,933 1,149 11,209 109,809
Internal transfer – – 9,292 1,777 – – (11,069) –
Transfer out under
finance lease
arrangements
(Note 24) – (8,166) – – – – – (8,166)
Depreciation charge (5,825) (515) (35,146) (42,901) (517) (1,176) – (86,080)
Currency translation
differences – – 77 20 7 – – 104
Closing net book
amount 162,177 31,671 26,444 97,719 2,775 2,243 158 323,187
As at 31 December
2024
Cost 174,712 32,795 143,023 223,934 3,654 4,379 158 582,655
Accumulated
depreciation (12,535) (1,124) (116,579) (126,215) (879) (2,136) – (259,468)
Net book amount 162,177 31,671 26,444 97,719 2,775 2,243 158 323,187
Six months ended
30 June 2025
At 1 January 2025 162,177 31,671 26,444 97,719 2,775 2,243 158 323,187
Additions – – 2,239 37,392 – 1,851 – 41,482
Transfer out under
finance lease
arrangements
(Note 25) – (2,678) – – – – – (2,678)
Depreciation charge (2,913) (272) (8,071) (27,204) (443) (796) – (39,699)
Currency translation
differences – – (15) (7) (3) – – (25)
Closing net book
amount 159,264 28,721 20,597 107,900 2,329 3,298 158 322,267
As at 30 June 2025
Cost 174,712 29,997 145,230 261,317 3,651 6,230 158 621,295
Accumulated
depreciation (15,448) (1,276) (124,633) (153,417) (1,322) (2,932) – (299,028)
Net book amount 159,264 28,721 20,597 107,900 2,329 3,298 158 322,267
APPENDIX I ACCOUNTANT’S REPORT
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--- page 521 ---
(a) Outstanding property ownership certificate for buildings
The Group and the Company was in process of obtaining the relevant property ownership certificate for
buildings as at 31 December 2022, 2023 and 2024 and 30 June 2025, details as followings:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Office buildings 62,003 93,309 93,309 93,309
The Group and the Company obtained the relevant property ownership certificate in March 2023 for the office
building amounting to RMB62,003,000 as at 31 December 2022.
The Group and the Company obtained the relevant property ownership certificate in July 2025 for the office
building amounting to RMB93,309,000.
(b) The Group and the Company has no pledged property, plant and equipment as at 31 December 2022, 2023 and
2024 and 30 June 2025. There was no interest capitalised during the three years ended 31 December 2022, 2023
and 2024 and the six months ended 30 June 2024 and 2025.
(c) Impairment tests for property, plant and equipment, right-of-use assets and intangible assets:
According to IAS 36 “Impairment of assets”, non-financial assets are tested for impairment whenever events
or changes in circumstances indicate that the carrying amount may not be recoverable. For the purpose of
impairment review, the recoverable amount of each CGU is determined based on the higher amount of the fair
value less cost of disposal (“FVLCD”) and value-in-use (“VIU”) calculations. Given the Group was
loss-making throughout the Track Record Period, which is an impairment indicator in the impairment tests for
non-financial assets, including investment property, property, plant and equipment, right-of-use assets and
intangible assets have been conducted by management of the Company with the assistance of an independent
valuer as at 31 December 2022, 2023 and 2024 and 30 June 2025.
(i) Impairment provision on certain PP&E and intangible assets as a result of Sanction
In October 2023, as a result of the Sanction, certain assets including intangible assets and property, plant
and equipment purchased prior to the Sanction effective date, which were subject to the Export
Administration Regulations, could be subject to export control restrictions under the EAR. Management
estimate that the Company will not be able to apply successfully for the export license for such assets,
and accordingly a full loss on the related assets were made in the year ended 31 December 2023.
(ii) Impairment provision on certain intangible asset for changing in the Group’s business strategy
As at 31 December 2023, the Company identified impairment indicator of a certain intellectual property
(“IP”) license, which was not expected to be used due to change in the Group’s business strategy. The
Company negotiated with the licensor about the license fee in 2023 and an impairment provision of
RMB40,301,000 was provided based on the residual value, which was determined according to the
refundable license fee agreed in the amended license contract.
(iii) Impairment test for the remaining long-term assets
As at 31 December 2022, 2023 and 2024 and 30 June 2025, each investment property is identified as
a separate CGU (“CGU1”) because the Company lease out the investment property and earn rental
income. There is no impairment provision for investment properties because the FVLCD of the
investment property determined based on the market price is higher than the carrying amount.
APPENDIX I ACCOUNTANT’S REPORT
– I-46 –


--- page 522 ---
As at 31 December 2022, 2023 and 2024 and 30 June 2025, each public rental house in property, plant
and equipment is identified as a separate CGU (“CGU2”) because the Company will finance lease these
public rental houses to eligible employees and earn rental income. There is no impairment provision for
public rental houses because the FVLCD of the public rental house determined based on the market
value is higher than the carrying amount.
As the manufacture of the Company’s products are outsourced to third parties, except for the
non-financial assets mentioned above, the remaining mainly includes software, office equipment and
office building related to the Company’s R&D activities. The management considered the remaining
non-financial assets as one CGU (“CGU3”) because the Group operates in one business as a whole,
focusing on the sale of GPGPU, sale of GPGPU embedded software and related services as well as
research and development activities in relation to GPGPU.
As at 31 December 2022, 2023 and 2024 and 30 June 2025, the recoverable amount of CGU3 was
determined based on VIU calculations. The VIU calculations use cash flow projections based on
business plan for the purpose of impairment reviews covering an eight-year period respectively. The
management considers the length of the forecast period is appropriate because it generally takes longer
for a GPGPU company to reach a stable growth state, compared to companies in other industries,
especially considering the fact that the new GPGPU industry in China is an emerging industry with fast
growth in the coming years and the Group is still in the initial stage of rapid growth. The accuracy and
reliability of the information is reasonably assured by the appropriate budgeting, forecast and control
process established by the Group.
Based on the results of the abovementioned assessments as conducted by management and the
independent external valuer, there was no impairment loss of CGU3 as at 31 December 2022, 2023 and
2024 and 30 June 2025. The headroom of CGU3 is about 2.0, 3.1, 7.9 and 10.3 times of the carrying
amount, respectively.
The key assumptions used for VIU calculations and recoverable amount of CGU3 are as follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
Pre-tax discount rate 17.00% 16.00% 15.20% 15.11%
Recoverable amount
(RMB’000) 1,050,005 952,393 2,933,184 4,132,576
(d) During the Track Record Period, the amounts of depreciation expense charged to research and development
expenses, general and administrative expenses, selling and marketing expenses and cost of sales are as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Depreciation of property,
plant and equipment
– Research and
development expenses 64,691 76,932 56,501 30,018 24,109
– General and
administrative expenses 23,612 25,033 27,702 15,559 14,341
– Selling and marketing
expenses 1,626 1,815 1,288 613 765
– Cost of sales – 490 589 294 484
89,929 104,270 86,080 46,484 39,699
APPENDIX I ACCOUNTANT’S REPORT
– I-47 –


--- page 523 ---
The Company
Office
buildings
Public
rental
houses
Leasehold
improvement
Office and
electronic
equipment
Transportation
equipment
and vehicles Tooling
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended
31 December 2022
At 1 January 2022 77,625 – 57,243 83,680 813 – 1,564 220,925
Additions 2,410 102,004 10,296 54,210 142 1,689 6,607 177,358
Internal transfer – – 7,825 15 – – (7,840) –
Transfer out under
finance lease
arrangement
(Note 25) – (39,919) – – – – – (39,919)
Depreciation charge (2,680) (427) (25,281) (42,872) (237) (132) – (71,629)
Closing net book
Amount 77,355 61,658 50,083 95,033 718 1,557 331 286,735
At 31 December 2022
Cost 81,351 62,053 82,778 163,106 1,009 1,689 331 392,317
Accumulated
depreciation (3,996) (395) (32,695) (68,073) (291) (132) – (105,582)
Net book amount 77,355 61,658 50,083 95,033 718 1,557 331 286,735
Y ear ended
31 December 2023
At 1 January 2023 77,355 61,658 50,083 95,033 718 1,557 331 286,735
Additions 93,309 – 6,812 23,778 1,390 2,499 1,637 129,425
Internal transfer – – 1,306 644 – – (1,950) –
Transfer out under
finance lease
arrangement
(Note 25) – (23,341) – – – – – (23,341)
Special losses made
(Note 7(i)) – – – (10,674) – – – (10,674)
Disposals – – – (3) (399) (912) – (1,314)
Depreciation charge (2,713) (763) (31,819) (51,927) (358) (874) – (88,454)
Closing net book
Amount 167,951 37,554 26,382 56,851 1,351 2,270 18 292,377
As at 31 December
2023
Cost 174,660 38,392 90,896 130,614 1,714 3,230 18 439,524
Accumulated
depreciation (6,709) (838) (64,514) (73,763) (363) (960) – (147,147)
Net book amount 167,951 37,554 26,382 56,851 1,351 2,270 18 292,377
APPENDIX I ACCOUNTANT’S REPORT
– I-48 –


--- page 524 ---
Office
buildings
Public
rental
houses
Leasehold
improvement
Office and
electronic
equipment
Transportation
equipment
and vehicles Tooling
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended
31 December 2024
At 1 January 2024 167,951 37,554 26,382 56,851 1,351 2,270 18 292,377
Additions 51 2,798 14,628 71,978 1,169 1,149 9,036 100,809
Internal transfer – – 8,324 572 – – (8,896) –
Transfer to investment
properties (30,543) – – – – – – (30,543)
Transfer out under
finance lease
arrangement
(Note 25) – (8,166) – – – – – (8,166)
Depreciation charge (5,825) (515) (28,555) (39,848) (501) (1,176) – (76,420)
Closing net book
amount 131,634 31,671 20,779 89,553 2,019 2,243 158 278,057
As at 31 December
2024
Cost 143,115 32,795 113,228 203,784 2,883 4,379 158 500,342
Accumulated
depreciation (11,481) (1,124) (92,449) (114,231) (864) (2,136) – (222,285)
Net book amount 131,634 31,671 20,779 89,553 2,019 2,243 158 278,057
Six months ended
30 June 2025
At 1 January 2025 131,634 31,671 20,779 89,553 2,019 2,243 158 278,057
Additions – – 2,239 35,430 – 1,851 – 39,520
Transfer out under
finance lease
arrangement
(Note 25) – (2,678) – – – – – (2,678)
Depreciation charge (2,387) (272) (6,434) (25,244) (347) (796) – (35,480)
Closing net book
amount 129,247 28,721 16,584 99,739 1,672 3,298 158 279,419
As at 30 June 2025
Cost 143,115 29,997 115,467 239,214 2,883 6,230 158 537,064
Accumulated
depreciation (13,868) (1,276) (98,883) (139,475) (1,211) (2,932) – (257,645)
Net book amount 129,247 28,721 16,584 99,739 1,672 3,298 158 279,419
APPENDIX I ACCOUNTANT’S REPORT
– I-49 –


--- page 525 ---
Accounting policies of property, plant and equipment
Property, plant and equipment are stated at historical cost less depreciation and impairment losses. Historical
cost includes expenditure that is directly attributable to the acquisition of the items.
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 repairs and
maintenance are charged to the consolidated statements of comprehensive loss during the financial period in which
they are incurred.
Depreciation is calculated using the straight-line method to allocate their cost to their residual values, over
their estimated useful lives or, in the case of leasehold improvements, the shorter lease term as follows:
Office buildings 30 years
Public rental houses 66 years
Leasehold improvement Shorter of the lease terms or 3 years
Office and electronic equipment 3-5 years
Transportation equipment and vehicles 4 years
Tooling 3-5 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
year/period.
Construction in progress mainly represents leasehold improvements under construction, which is stated at
actual construction cost less accumulated impairment losses. Construction in progress is transferred to appropriate
categories of property, plant and equipment upon the completion of their respective construction and depreciated over
their respective estimated useful lives.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount (Note 45.4).
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are
recognised within “other (losses)/gains – net” in the consolidated statements of comprehensive loss.
17 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
The Group
Right-of-use assets includes leased office buildings and electronic equipment.
(i) Amounts recognised in the consolidated balance sheets
The consolidated balance sheets show the following amounts relating to leases:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Right-of-use assets
Leased office buildings 41,722 20,427 42,873 48,150
Electronic equipment 1,693 423 – –
43,415 20,850 42,873 48,150
Lease liabilities
Current 30,360 12,407 20,130 26,819
Non-current 12,659 5,579 20,588 21,698
43,019 17,986 40,718 48,517
APPENDIX I ACCOUNTANT’S REPORT
– I-50 –


--- page 526 ---
(ii) Amounts recognised in the consolidated statements of comprehensive loss
The consolidated statements of comprehensive loss show the following amounts relating to leases:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Depreciation
charge of right-
of-use assets
Leased office
buildings 24,892 24,031 21,218 11,084 10,769
Electronic
equipment 1,269 1,270 423 423 –
26,161 25,301 21,641 11,507 10,769
Interest expense
(included in
finance cost – net) 1,982 1,311 1,185 351 866
Expense relating to
short-term leases 3,541 4,172 12,133 4,013 21,347
The total cash outflow for leases including short-term leases for the three years ended 31 December
2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025 were RMB30,747,000,
RMB32,657,000, RMB34,250,000, RMB14,651,000 and RMB30,460,000, respectively.
(iii) The Group’s leasing activities and how these are accounted for:
The Group leases various offices buildings and electronic equipment. Rental contracts are typically
made for fixed periods of 2 years to 3.5 years with no extension options. Lease terms are negotiated on an
individual basis and contain a wide range of different terms and conditions. The lease agreements do not
impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased
assets may not be used as security for borrowing purposes.
(iv) The movement in right-of-use assets in the consolidated balance sheets are as follows:
Leased office
buildings
Electronic
equipment Total
RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2022
Opening net book amount 53,485 2,962 56,447
Additions 12,975 – 12,975
Depreciation charge (24,892) (1,269) (26,161)
Currency translation differences 154 – 154
Closing net book amount 41,722 1,693 43,415
As at 31 December 2022
Cost 82,858 3,808 86,666
Accumulated depreciation (41,136) (2,115) (43,251)
Net book amount 41,722 1,693 43,415
APPENDIX I ACCOUNTANT’S REPORT
– I-51 –


--- page 527 ---
Leased office
buildings
Electronic
equipment Total
RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2023
Opening net book amount 41,722 1,693 43,415
Additions 7,342 – 7,342
Early termination (4,646) – (4,646)
Depreciation charge (24,031) (1,270) (25,301)
Currency translation differences 40 – 40
Closing net book amount 20,427 423 20,850
As at 31 December 2023
Cost 69,554 3,808 73,362
Accumulated depreciation (49,127) (3,385) (52,512)
Net book amount 20,427 423 20,850
Y ear ended 31 December 2024
Opening net book amount 20,427 423 20,850
Additions 46,064 – 46,064
Early termination (2,459) – (2,459)
Depreciation charge (21,218) (423) (21,641)
Currency translation differences 59 – 59
Closing net book amount 42,873 – 42,873
As at 31 December 2024
Cost 62,998 – 62,998
Accumulated depreciation (20,125) – (20,125)
Net book amount 42,873 – 42,873
Six months ended 30 June 2025
Opening net book amount 42,873 – 42,873
Additions 4,075 – 4,075
Lease modification 11,978 – 11,978
Depreciation charge (10,769) – (10,769)
Currency translation differences (7) – (7)
Closing net book amount 48,150 – 48,150
As at 30 June 2025
Cost 79,032 – 79,032
Accumulated depreciation (30,882) – (30,882)
Net book amount 48,150 – 48,150
APPENDIX I ACCOUNTANT’S REPORT
– I-52 –


--- page 528 ---
(a) During the Track Record Period, the amounts of depreciation expense charged to research and
development expenses, general and administrative expenses and selling and marketing expenses are as
follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Depreciation of
right-of-use assets
– Research and
development
expenses 15,217 14,536 14,077 7,032 6,922
– General and
administrative
expenses 10,019 9,800 7,389 4,393 3,773
– Selling and
marketing
expenses 925 965 175 82 74
26,161 25,301 21,641 11,507 10,769
The Company
The movement in right-of-use assets in the consolidated balance sheets are as follows:
Leased office
buildings
Electronic
equipment Total
RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2022
Opening net book amount 16,909 2,962 19,871
Additions 12,330 – 12,330
Depreciation charge (9,330) (1,269) (10,599)
Closing net book amount 19,909 1,693 21,602
As at 31 December 2022
Cost 33,162 3,808 36,970
Accumulated depreciation (13,253) (2,115) (15,368)
Net book amount 19,909 1,693 21,602
Y ear ended 31 December 2023
Opening net book amount 19,909 1,693 21,602
Depreciation charge (11,053) (1,270) (12,323)
Closing net book amount 8,856 423 9,279
As at 31 December 2023
Cost 33,162 3,808 36,970
Accumulated depreciation (24,306) (3,385) (27,691)
Net book amount 8,856 423 9,279
APPENDIX I ACCOUNTANT’S REPORT
– I-53 –


--- page 529 ---
Leased office
buildings
Electronic
equipment Total
RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2024
Opening net book amount 8,856 423 9,279
Additions 23,692 – 23,692
Depreciation charge (11,574) (423) (11,997)
Closing net book amount 20,974 – 20,974
As at 31 December 2024
Cost 36,022 – 36,022
Accumulated depreciation (15,048) – (15,048)
Net book amount 20,974 – 20,974
Six months ended 30 June 2025
Opening net book amount 20,974 – 20,974
Additions 3,697 – 3,697
Lease modification 14,334 – 14,334
Depreciation charge (6,537) – (6,537)
Closing net book amount 32,468 – 32,468
As at 30 June 2025
Cost 54,053 – 54,053
Accumulated depreciation (21,585) – (21,585)
Net book amount 32,468 – 32,468
Accounting policies of leases
The Group as the lessee
The Group assesses whether a contract is or contains a lease at inception of a contract. Leases are
recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available
for use by the Group. Lease terms are negotiated on an individual basis and contain a wide range of different
terms and conditions.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities
include the net present value of the following lease payments:
 fixed payments (including in-substance fixed payments), less any lease incentives receivable;
 variable lease payment that are based on an index or a rate, initially measured using the index or
rate as at the commencement date;
 amounts expected to be payable by the Group under residual value guarantees;
 the exercise price of a purchase option if the Group is reasonably certain to exercise that option;
and
 payments of penalties for terminating the lease, if the lease term reflects the Group exercising that
option.
Lease payments to be made under reasonably certain extension options are also included in the
measurement of the liability.
APPENDIX I ACCOUNTANT’S REPORT
– I-54 –


--- page 530 ---
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be
readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate
is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an
asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security
and conditions.
To determine the incremental borrowing rate, the Group:
 where possible, uses recent third-party financing received by the individual lessee as a starting
point, adjusted to reflect changes in financing conditions since third party financing was received;
 uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases
held by the Group, which does not have recent third party financing; and
 makes adjustments specific to the lease, e.g. term, country, currency and security.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit
or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of
the liability for each period.
Right-of-use assets are measured at cost comprising the following:
 the amount of the initial measurement of lease liability;
 any lease payments made at or before the commencement date less any lease incentives received;
 any initial direct costs; and
 restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term
on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset
is depreciated over the underlying asset’s useful life.
Payments associated with short-term leases and all leases of low-value assets are recognised on a
straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months
or less.
18 INTANGIBLE ASSETS
The Group
IP license
Electronics
Design
Automation
(“EDA”)
tools
Purchased
computer
software Total
RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2022
Opening net book amount 119,207 73,091 99 192,397
Additions – 58,721 5,625 64,346
Amortisation charge (15,549) (43,579) (97) (59,225)
Closing net book amount 103,658 88,233 5,627 197,518
As at 31 December 2022
Cost 124,390 164,066 5,725 294,181
Accumulated amortisation (20,732) (75,833) (98) (96,663)
Net book amount 103,658 88,233 5,627 197,518
APPENDIX I ACCOUNTANT’S REPORT
– I-55 –


--- page 531 ---
IP license
Electronics
Design
Automation
(“EDA”)
tools
Purchased
computer
software Total
RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2023
Opening net book amount 103,658 88,233 5,627 197,518
Additions – 4,890 7,861 12,751
Amortisation charge (15,550) (51,898) (952) (68,400)
Special losses made (Note 7(i)) – (36,031) – (36,031)
Impairment (i) (40,301) – – (40,301)
Closing net book amount 47,807 5,194 12,536 65,537
As at 31 December 2023
Cost 124,390 84,241 13,586 222,217
Accumulated amortisation (36,282) (79,047) (1,050) (116,379)
Accumulated impairment (40,301) – – (40,301)
Net book amount 47,807 5,194 12,536 65,537
Y ear ended 31 December 2024
Opening net book amount 47,807 5,194 12,536 65,537
Additions – 25,848 1,783 27,631
Amortisation charge – (7,420) (1,348) (8,768)
Closing net book amount 47,807 23,622 12,971 84,400
As at 31 December 2024
Cost 124,390 110,089 15,369 249,848
Accumulated amortisation (36,282) (86,467) (2,398) (125,147)
Accumulated impairment (40,301) – – (40,301)
Net book amount 47,807 23,622 12,971 84,400
Six months ended 30 June 2025
Opening net book amount 47,807 23,622 12,971 84,400
Additions – 9,042 26,672 35,714
Amortisation charge – (11,379) (1,486) (12,865)
Closing net book amount 47,807 21,285 38,157 107,249
As at 30 June 2025
Cost 124,390 119,131 42,041 285,562
Accumulated amortisation (36,282) (97,846) (3,884) (138,012)
Accumulated impairment (40,301) – – (40,301)
Net book amount 47,807 21,285 38,157 107,249
(i) In 2023, an impairment provision of RMB40,301,000 was provided based on the residual value on the
IP license, which was not expected to be used due to change in the Group’s business strategy. During
the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and
2025, other than the impairment loss provision provided for the IP license, no additional impairment loss
is required to be recognised on intangible assets.
APPENDIX I ACCOUNTANT’S REPORT
– I-56 –


--- page 532 ---
During the Track Record Period, the amounts of amortisation expense charged to research and development
expenses, general and administrative expenses and selling and marketing expenses are as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Amortisation of intangible
assets
– Research and
development expenses 59,156 67,757 7,823 1,457 11,995
– General and
administrative
expenses 56 620 923 333 859
– Selling and marketing
expenses 13 23 22 11 11
59,225 68,400 8,768 1,801 12,865
The Company
EDA tools
Purchased
computer
software Total
RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2022
Opening net book amount 73,091 99 73,190
Additions 58,721 5,625 64,346
Amortisation charge (43,579) (97) (43,676)
Closing net book amount 88,233 5,627 93,860
As at 31 December 2022
Cost 164,066 5,725 169,791
Accumulated amortisation (75,833) (98) (75,931)
Net book amount 88,233 5,627 93,860
Y ear ended 31 December 2023
Opening net book amount 88,233 5,627 93,860
Additions 4,890 7,861 12,751
Amortisation charge (51,898) (952) (52,850)
Special losses made (Note 7(i)) (36,031) – (36,031)
Closing net book amount 5,194 12,536 17,730
As at 31 December 2023
Cost 84,241 13,586 97,827
Accumulated amortisation (79,047) (1,050) (80,097)
Net book amount 5,194 12,536 17,730
APPENDIX I ACCOUNTANT’S REPORT
– I-57 –


--- page 533 ---
EDA tools
Purchased
computer
software Total
RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2024
Opening net book amount 5,194 12,536 17,730
Additions 25,848 1,783 27,631
Amortisation charge (7,420) (1,348) (8,768)
Closing net book amount 23,622 12,971 36,593
As at 31 December 2024
Cost 110,089 15,369 125,458
Accumulated amortisation (86,467) (2,398) (88,865)
Net book amount 23,622 12,971 36,593
Six months ended 30 June 2025
Opening net book amount 23,622 12,971 36,593
Additions 9,042 26,672 35,714
Amortisation charge (11,379) (1,486) (12,865)
Closing net book amount 21,285 38,157 59,442
As at 30 June 2025
Cost 119,131 42,041 161,172
Accumulated amortisation (97,846) (3,884) (101,730)
Net book amount 21,285 38,157 59,442
Accounting policies of intangible assets
(a) Research and development expenditure
Research expenditure is recognised as an expense as incurred. Development cost is capitalized only if all of
the following criteria are satisfied:
 It is technically feasible to complete the research and development project so that it will be available
for use;
 Management intends to complete the research and development project and use or sell it;
 There is an ability to use or sell the research and development project;
 It can be demonstrated how the research and development project will generate probable future
economic benefits;
 Adequate technical, financial and other resources to complete the development and to use or sell the
research and development project are available; and
 The expenditure attributable to the research and development project during its development can be
reliably measured.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred.
APPENDIX I ACCOUNTANT’S REPORT
– I-58 –


--- page 534 ---
(b) IP license
Separately acquired IP license is shown at historical cost. It is amortised using the straight-line method over
its estimated finite useful life of 8 years and is subsequently carried at cost less accumulated amortisation, residual
value and impairment losses.
(c) EDA Tools
Separately acquired EDA tools licenses are shown at historical cost. They are amortised using the straight-line
method over their estimated finite useful life ranged from 1 to 10 years and are subsequently carried at cost less
accumulated amortisation and impairment losses.
(d) Purchased computer software
Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire the specific
software. These costs are amortised over the estimated useful lives ranged from 1 year to 10 years.
(e) Useful life
When determining the useful life, the Directors has taken into the account the (i) estimated period that can
bring economic benefits to the Group; (ii) the useful life estimated by the comparable companies in the market.
The Group amortises intangible assets with a limited useful life, taking into account the residual value (if any),
using the straight-line method over the following periods:
IP license 8 years
EDA tools 1-10 years
Purchased computer software 1-10 years
The intangible assets’ residual values (if any) and useful lives are reviewed, and adjusted if appropriate, at the
end of each year/period.
19 INVESTMENT PROPERTIES
The Group
Office buildings
RMB’000
Y ear ended 31 December 2022
Opening net book amount 2,283
Transfer in from property, plant and equipment (Note 16) 44,604
Depreciation charge (1,170)
Closing net book amount 45,717
As at 31 December 2022
Cost 47,539
Accumulated depreciation (1,822)
Net book amount 45,717
APPENDIX I ACCOUNTANT’S REPORT
– I-59 –


--- page 535 ---
Office buildings
RMB’000
Y ear ended 31 December 2023
Opening net book amount 45,717
Transfer in from property, plant and equipment (Note 16) 22,717
Depreciation charge (2,181)
Closing net book amount 66,253
As at 31 December 2023
Cost 70,256
Accumulated depreciation (4,003)
Net book amount 66,253
Y ear ended 31 December 2024
Opening net book amount 66,253
Depreciation charge (2,380)
Closing net book amount 63,873
As at 31 December 2024
Cost 70,256
Accumulated depreciation (6,383)
Net book amount 63,873
Six months ended 30 June 2025
Opening net book amount 63,873
Depreciation charge (1,191)
Closing net book amount 62,682
As at 30 June 2025
Cost 70,256
Accumulated depreciation (7,574)
Net book amount 62,682
Starting from 2021, the Group rent out office buildings to third parties. During the three years ended 31
December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025, the rental income was
RMB1,983,000, RMB3,757,000, RMB4,149,000, RMB2,068,000 and RMB1,896,000, respectively, which was
recorded as “other income” (Note 9).
Depreciation of the investment properties was all included in the other expenses in the consolidated statements
of comprehensive loss during the Track Record Period.
APPENDIX I ACCOUNTANT’S REPORT
– I-60 –


--- page 536 ---
As at 31 December 2022, 2023 and 2024 and 30 June 2025, the fair value of the Group’s investment properties
was RMB79,050,000, RMB71,320,000 and RMB64,220,000 and RMB63,070,000 respectively. The fair value has
been arrived at based on a valuation carried out by the valuer of the Group. The fair value was determined based on
the income approach – term and reversion, which the directors of the Group are of the view that it is the best estimate
of the fair value of these investment properties. In estimating the fair value of the properties, the highest and best
use of the properties is their current use.
The Company
In 2024 and 2025, the Company rent out one office building to a subsidiary, which recorded as investment
properties and property, plant and equipment in the balance sheets of the Company and consolidated balance sheets,
respectively.
Accounting policies of investment properties
Investment properties are held for long-term rental yields and are not occupied by the Group. Investment
property is initially measured at cost, including related transaction costs and where applicable borrowing costs.
Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and any
impairment losses.
Investment properties are depreciated on a straight-line basis, taking into account their residual value, over
their estimated useful lives as follows:
Office building 30 years
The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
year/period.
20 INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
The Group
The amounts of investments accounted for using the equity method recognised in the consolidated balance
sheets are as follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Associate – – – 15,000
The movements for investments in associates during the Track Record Period are as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
At beginning of the
year/period –––––
Additions (a) –––– 15,000
At end of the year/period –––– 15,000
APPENDIX I ACCOUNTANT’S REPORT
– I-61 –


--- page 537 ---
(a) In March 2025, Guangzhou Biren Integrated Circuit Co., Ltd., a subsidiary of the Group, invested 40%
equity interests in Guangzhou Y uesheng Technology Development Co., Ltd. (“ʮ
̡”, “Y uesheng”) at a cash consideration of RMB15,000,000. The Group had significant influence on
Y uesheng due to the voting rights and the Group treated it as an associate and accounted for by using
the equity method.
The associate is a private company and there is no quoted market price available for its shares.
There are no contingent liabilities relating to the Group’s interests in associates.
21 DEFERRED INCOME TAX
The Group
The analysis of deferred income tax assets and deferred income tax liabilities is as follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Deferred income tax assets:
– to be recovered within 12 months 8,445 1,980 3,230 5,199
– to be recovered after more than 12
months 4,180 2,373 5,109 4,354
Offset by deferred income tax
liabilities (12,625) (4,353) (8,339) (9,553)
Net deferred income tax assets ––––
Deferred tax liabilities:
– to be recovered within 12 months (9,742) (4,011) (4,269) (4,153)
– to be recovered after more than 12
months (3,075) (431) (4,070) (5,400)
Offset by deferred income tax assets 12,625 4,353 8,339 9,553
Net deferred income tax liabilities (192) (89) – –
The gross movements on the deferred income tax assets is as follows:
Deferred income tax assets
Tax losses
carried
forward
Impairment
provision
on assets
Lease
liabilities
Deferred
income Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 – 6 8,107 4,741 12,854
Credit/(charged) to the
consolidated statements of
comprehensive loss 10 5 (663) 419 (229)
APPENDIX I ACCOUNTANT’S REPORT
– I-62 –


--- page 538 ---
Deferred income tax assets
Tax losses
carried
forward
Impairment
provision
on assets
Lease
liabilities
Deferred
income Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2022 10 11 7,444 5,160 12,625
Credit/(charged) to the
consolidated statements of
comprehensive loss 15 1,674 (4,801) (5,160) (8,272)
As at 31 December 2023 25 1,685 2,643 – 4,353
(Charged)/credit to the
consolidated statements of
comprehensive loss (25) (667) 4,678 – 3,986
As at 31 December 2024 – 1,018 7,321 – 8,339
Credit/(charged) to the
consolidated statements of
comprehensive loss 11 (890) 2,093 – 1,214
As at 30 June 2025 11 128 9,414 – 9,553
The gross movements on the deferred income tax liabilities is as follows:
Deferred income tax liabilities
Fair value changes
on financial assets
carried at FVPL
Right-of-use
assets Total
RMB’000 RMB’000 RMB’000
At 1 January 2022 (4,845) (8,076) (12,921)
(Charged)/credit to the consolidated
statements of comprehensive loss (640) 744 104
At 31 December 2022 (5,485) (7,332) (12,817)
Credit to the consolidated statements of
comprehensive loss 3,867 4,508 8,375
As at 31 December 2023 (1,618) (2,824) (4,442)
Credit/(charged) to the consolidated
statements of comprehensive loss 507 (4,404) (3,897)
As at 31 December 2024 (1,111) (7,228) (8,339)
Credit/(charged) to the consolidated
statements of comprehensive loss 855 (2,069) (1,214)
As at 30 June 2025 (256) (9,297) (9,553)
APPENDIX I ACCOUNTANT’S REPORT
– I-63 –


--- page 539 ---
The Company
The analysis of deferred income tax assets and deferred income tax liabilities is as follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Deferred income tax assets:
– to be recovered within 12 months 7,074 1,581 2,180 4,531
– to be recovered after more than 12
months 3,609 2,242 4,176 3,831
Offset by deferred income tax
liabilities (10,683) (3,823) (6,356) (8,362)
Net deferred income tax assets ––––
Deferred tax liabilities:
– to be recovered within 12 months (8,363) (3,392) (3,518) (3,626)
– to be recovered after more than 12
months (2,320) (431) (2,838) (4,736)
Offset by deferred income tax assets 10,683 3,823 6,356 8,362
Net deferred income tax liabilities ––––
The gross movements on the deferred income tax assets is as follows:
Deferred income tax assets
Impairment
provision
on assets
Lease
liabilities
Deferred
income Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 6 4,999 4,741 9,746
Credit to the Company statements of
comprehensive loss 5 513 419 937
At 31 December 2022 11 5,512 5,160 10,683
Credit/(charged) to the Company
statements of comprehensive loss 1,674 (3,374) (5,160) (6,860)
As at 31 December 2023 1,685 2,138 – 3,823
(Charged)/credit to the Company
statements of comprehensive loss (667) 3,200 – 2,533
As at 31 December 2024 1,018 5,338 – 6,356
(Charged)/credit to the Company
statements of comprehensive loss (890) 2,896 – 2,006
As at 30 June 2025 128 8,234 – 8,362
APPENDIX I ACCOUNTANT’S REPORT
– I-64 –


--- page 540 ---
The gross movements on the deferred income tax liabilities is as follows:
Deferred income tax liabilities
Fair value changes
on financial assets
carried at FVPL
Right-of-use
assets Total
RMB’000 RMB’000 RMB’000
At 1 January 2022 (4,778) (4,968) (9,746)
Charged to the Company statements of
comprehensive loss (504) (433) (937)
At 31 December 2022 (5,282) (5,401) (10,683)
Credit to the Company statements of
comprehensive loss 3,779 3,081 6,860
As at 31 December 2023 (1,503) (2,320) (3,823)
Credit/(charged) to the Company statements of
comprehensive loss 392 (2,925) (2,533)
As at 31 December 2024 (1,111) (5,245) (6,356)
Credit/(charged) to the Company statements of
comprehensive loss 866 (2,872) (2,006)
As at 30 June 2025 (245) (8,117) (8,362)
Accounting policies of current and deferred income tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income, based
on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
(a) Current income tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the countries where the Company and its subsidiaries, operate and generate
taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in
which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation
authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most
likely amount or the expected value, depending on which method provides a better prediction of the resolution
of the uncertainty.
(b) Deferred income tax
Inside basis differences
Deferred income tax is provided in full, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated
financial statements. However, deferred income tax liabilities are not recognized if they arise from the
initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a business combination that at the time of
the transaction affects neither accounting nor taxable profit or loss and does not give rise to equal
APPENDIX I ACCOUNTANT’S REPORT
– I-65 –


--- page 541 ---
taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantively enacted by the end of the reporting period and are
expected to apply when the related deferred income tax asset is realized or the deferred income tax
liability is settled.
Deferred income tax assets are recognized only if it is probable that future taxable amounts will
be available to utilize those temporary differences and losses.
Outside basis differences
Deferred income tax liabilities are provided on taxable temporary differences arising from
investments in subsidiaries, except for deferred income tax liability where the timing of the reversal of
the temporary difference is controlled by the Group and it is probable that the temporary difference will
not reverse in the foreseeable future. Generally, the Group is unable to control the reversal of the
temporary difference for associates. Only when there is an agreement in place that gives the Group the
ability to control the reversal of the temporary difference in the foreseeable future, deferred income tax
liability in relation to taxable temporary differences arising from the associate’s undistributed profits is
not recognized.
Deferred income tax assets are recognized on deductible temporary differences arising from
investments in subsidiaries, associates and joint ventures only to the extent that it is probable the
temporary difference will reverse in the future and there is sufficient taxable profit available against
which the temporary difference can be utilized.
Current and deferred tax is recognised in consolidated statements of comprehensive loss
statements, except to the extent that it relates to items recognised in other comprehensive income or
directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in
equity, respectively.
(c) Offsetting
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset
current income tax assets against current income tax liabilities and when the deferred income tax assets and
liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different
taxable entities where there is an intention to settle the balances on a net basis.
22 INVENTORIES
The Group
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials 22,702 21,070 68,861 328,594
Work in progress 14,191 109,378 39,696 237,697
Finished goods 2,357 43,039 46,826 36,903
39,250 173,487 155,383 603,194
Less: provision for impairment of
inventories – (3) (2,477) (3,421)
39,250 173,484 152,906 599,773
APPENDIX I ACCOUNTANT’S REPORT
– I-66 –


--- page 542 ---
During the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and
2025, inventories recognised as cost of sales amounted to nil, RMB13,325,000, RMB140,126,000, RMB9,554,000
and RMB36,748,000, respectively, and provision for impairment of inventories charged to cost of sales and special
losses on certain assets were as follows:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
General provision for
inventories
charged to cost of sales
(Note 7(ii)) – 19 2,485 –* 944
Special losses made on
inventories (Note 7(i)) – 15,81 9–––
– 15,838 2,485 – 944
* represents that amount is less than 1,000.
The Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials 22,702 21,070 68,938 328,670
Work in progress 14,191 109,378 39,696 237,697
Finished goods 2,357 43,039 46,826 36,903
39,250 173,487 155,460 603,270
Less: provision for impairment of
inventories – (3) (2,477) (3,421)
39,250 173,484 152,983 599,849
Accounting policies of inventories
Inventories are referred to raw materials, work in progress and finished goods. Inventories are stated at the
lower of cost and net realisable value. Cost is determined on weighted average basis. The cost of finished goods
comprises raw materials, other direct costs and related production overheads (based on normal operating capacity).
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and applicable variable selling expenses.
APPENDIX I ACCOUNTANT’S REPORT
– I-67 –


--- page 543 ---
23 FINANCIAL INSTRUMENTS BY CATEGORY
The Group
The Group holds the following financial instruments:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets:
Financial assets at fair value
through profit or loss:
– Structured deposits (Note 26(b)) 974,859 1,233,461 96,448 485,408
– Unlisted equity investments
(Note 26(a)) 42,579 43,212 44,000 40,616
Financial assets at amortised cost:
– Financial assets included in trade
and other receivables (Note 24) 17,612 53,792 122,787 50,281
– Finance lease receivables
(Note 25) 43,541 69,328 75,641 78,691
– Restricted cash (Note 28(b)) – 620 620 65,868
– Bank deposits (Note 27) 565,765 587,871 606,868 284,682
– Cash and cash equivalents
(Note 28(a)) 983,326 659,335 1,100,694 1,285,098
2,627,682 2,647,619 2,047,058 2,290,644
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial liabilities:
Financial liabilities at fair value
through profit or loss:
– Convertible debentures (Note 35) – – 262,037 –
Financial liabilities at amortised
cost:
– Lease liabilities (Note 17) 43,019 17,986 40,718 48,517
– Redemption liabilities (Note 31) 7,382,155 8,053,141 8,743,040 12,145,429
– Financial liabilities included in
trade and other payables (Note 33) 163,281 237,409 316,088 331,889
– Borrowings (Note 36) – – – 200,126
– Long-term payables (Note 38) 42,678 17,682 722 722
– Investment intention deposits
(Note 34) – 809,245 845,890 –
7,631,133 9,135,463 10,208,495 12,726,683
APPENDIX I ACCOUNTANT’S REPORT
– I-68 –


--- page 544 ---
The Company
The Company holds the following financial instruments:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets:
Financial assets at fair value
through profit or loss:
– Structured deposits (Note 26) 762,875 1,102,800 96,448 370,365
– Unlisted equity investments
(Note 26) 42,579 43,212 44,000 40,616
Financial assets at amortised cost:
– Financial assets included in trade
and other receivables (Note 24) 67,245 202,218 391,492 309,882
– Finance lease receivables
(Note 25) 43,541 69,328 75,641 78,691
– Restricted cash (Note 28) – 620 620 65,148
– Bank deposits (Note 27) 565,765 587,871 606,868 256,048
– Cash and cash equivalents
(Note 28) 922,197 533,642 739,726 1,154,623
2,404,202 2,539,691 1,954,795 2,275,373
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial liabilities:
Financial liabilities at fair value
through profit or loss:
– Convertible debentures (Note 35) – – 262,037 –
Financial liabilities at amortised
cost:
– Lease liabilities 20,249 7,484 18,332 33,213
– Redemption liabilities (Note 31) 7,382,155 8,053,141 8,743,040 12,145,429
– Financial liabilities included in
trade and other payables (Note 33) 125,485 248,901 297,298 397,898
– Investment intention deposits
(Note 34) – 809,245 845,890 –
– Borrowings (Note 36) – – – 200,126
– Long-term payables (Note 38) 9,162 312 722 722
7,537,051 9,119,083 10,167,319 12,777,388
APPENDIX I ACCOUNTANT’S REPORT
– I-69 –


--- page 545 ---
24 TRADE, OTHER RECEIV ABLES AND PREPAYMENTS
The Group
Current assets
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets:
Gross trade receivables due from
third parties (i) 96 45,197 87,509 38,566
Less: Provision for impairment (1) (1,093) (839) (444)
Net trade receivables 95 44,104 86,670 38,122
Other receivables:
– Refundable rental and bidding
deposits 10,877 9,555 7,927 8,060
– Receivables from server OEMs for
toll manufacturing service – 150 27,798 1,426
– Receivable for capital
contributions due from related
parties (Note 41(c)) 6,77 3–––
– Others 115 209 700 2,913
Gross other receivables 17,765 9,914 36,425 12,399
Less: Provision for impairment (248) (226) (308) (240)
Net other receivables 17,517 9,688 36,117 12,159
Subtotal of financial assets 17,612 53,792 122,787 50,281
Non-financial assets:
Prepayments (ii) 180,227 75,422 278,665 505,175
Prepaid listing expenses – 4,635 12,338 9,944
Input V A T to be deducted 73,172 36,448 35,075 47,550
Subtotal of non-financial assets 253,399 116,505 326,078 562,669
Total trade, other receivables and
prepayments 271,011 170,297 448,865 612,950
As at 31 December 2022, 2023 and 2024 and 30 June 2025, the fair value of trade and other receivables of
the Group, except for the prepayments, prepaid listing expenses and input V A T to be deducted which are not financial
assets, approximated to their carrying amounts.
APPENDIX I ACCOUNTANT’S REPORT
– I-70 –


--- page 546 ---
The carrying amounts of the Group’s trade, other receivables and prepayments, excluding provision for
impairment, are denominated in the following currencies:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
RMB 102,802 121,824 439,106 605,122
HKD – 585 2,101 832
USD 168,458 49,207 8,805 7,680
271,260 171,616 450,012 613,634
(i) Trade receivables
The credit terms given to trade customers are determined on an individual basis with normal credit period
ranged from 30-180 days. The aging analysis of the trade receivables based on date of revenue recognition is as
follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Up to 3 months 96 5,023 85,511 26,768
3 to 6 months – 48 1,998 1,436
6 months to 1 year – 40,126 – 10,362
96 45,197 87,509 38,566
Due to the short-term nature of the current receivables, their carrying amounts are considered to be
approximately the same as their fair values.
The Group does not hold any collateral as security over these debtors.
The impairment and risk exposure please refer to Note 3.1(b).
(ii) Prepayments
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets
– Prepayment for inventories and
services (a) 180,227 75,422 278,665 505,175
Non-current assets
– Prepayment for PP&E 4,402 – 772 11,605
– Prepayment for intangible assets – – – 250
4,402 – 772 11,855
(a) During the year ended 31 December 2023, special losses were made on prepayments with the amount
of RMB45,785,000. For details, please refer to Note 7(i).
APPENDIX I ACCOUNTANT’S REPORT
– I-71 –


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The Company
Current assets
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets:
Trade receivables
– Due from subsidiaries 1,974 3,436 7,413 8,848
– Due from third parties 96 45,197 87,412 38,566
Gross trade receivables 2,070 48,633 94,825 47,414
Less: Provision for impairment (1) (1,093) (839) (444)
Net trade receivables 2,069 47,540 93,986 46,970
Other receivables
– Due from subsidiaries 54,083 150,491 265,101 254,276
– Receivables from server OEMs for
toll manufacturing service – 150 27,798 1,426
– Refundable rental and bidding
deposits 4,313 3,994 4,208 4,702
– Receivable for capital
contributions 6,77 3–––
– Others 109 144 646 2,679
Gross other receivables 65,278 154,779 297,753 263,083
Provision for impairment (102) (101) (247) (171)
Net other receivables 65,176 154,678 297,506 262,912
Subtotal of financial assets 67,245 202,218 391,492 309,882
Non-financial assets:
Prepayments (i) 179,878 73,227 252,515 503,793
Prepaid listing expenses – 4,635 12,338 9,944
Input V A T to be deducted 58,397 17,329 18,812 29,647
Subtotal of non-financial assets 238,275 95,191 283,665 543,384
Total trade, other receivables and
prepayments 305,520 297,409 675,157 853,266
APPENDIX I ACCOUNTANT’S REPORT
– I-72 –


--- page 548 ---
(i) Prepayments
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets
– Prepayment for inventories and
services 179,878 73,227 252,515 503,793
Non-current assets
– Prepayment for PP&E 4,402 – – 11,605
– Prepayment for intangible assets – – – 250
4,402 – – 11,855
Accounting policies of trade and other receivables
Trade receivables are amounts due from customers for products sold or services rendered in the ordinary course
of business. Majority of other receivables are deposits, staff advance and receivables from server OEMs for toll
manufacturing service. If collection of trade and other receivables is expected in one year or less (or in the normal
operating cycle of the business if longer), they are classified as current assets. If not, they are presented as
non-current assets.
Trade and other receivables are recognised initially at the amount of consideration that is unconditional unless
they contain significant financing components, when they are recognised at fair value. The Group holds the trade and
other receivables with the objective to collect the contractual cash flows and therefore measures them subsequently
at amortised cost using the effective interest method. See Note 3.1(b) for a description of the Group’s impairment
assessment.
25 FINANCE LEASE RECEIV ABLES
The Group and the Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Finance lease receivables due from
employees 43,546 69,338 75,652 78,702
Less: due within one year ––––
Less: Provision for impairment (5) (10) (11) (11)
Non-current finance lease
receivables 43,541 69,328 75,641 78,691
APPENDIX I ACCOUNTANT’S REPORT
– I-73 –


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During the Track Record Period, the Group purchased public rental houses in Shanghai Caohejing Pujiang
High-tech Park (“Ҧ෤”), and the Group provided rent-to-purchase arrangement on
certain public rental houses to certain employees since July 2022 with a lease term of 10 years. All the employees
under this arrangement have the right to purchase the public rental houses upon the lease term due if all the specified
conditions can be fulfilled. As at 31 December 2022, 2023 and 2024 and 30 June 2025, the Group recognized the
finance lease receivables from renting out the public rental house to employees of RMB43,546,000 and
RMB69,338,000 and RMB75,652,000 and RMB78,702,000, respectively. All leases are denominated in RMB.
Minimum lease receivables
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year 1,015 1,708 1,869 1,869
Over 1 year but less than 2 years 1,015 1,708 1,869 1,869
Over 2 years but less than 5 years 3,046 5,125 5,607 5,607
Over 5 years 48,199 75,507 79,536 82,661
Less: unearned finance income (9,729) (14,710) (13,229) (13,304)
Present value of minimum lease
receivables 43,546 69,338 75,652 78,702
The interest rates inherent in the leases are fixed at the contract date for the entire lease terms of ten years.
As at 31 December 2022, 2023 and 2024 and 30 June 2025, the weighted average effective interest rate is
approximately 2.76%, 2.63% and 2.75% and 2.98% per annum.
Please refer to Note 3.1(b) for the loss allowance of finance lease receivables.
Finance lease receivables were neither past due nor impaired. The directors of the Company considered that
the carrying amount of the finance lease receivables approximated to their fair value as at 31 December 2022, 2023
and 2024 and 30 June 2025.
Accounting policies for the Group as the lessor
Lease income from operating leases where the Group is a lessor is recognised in income on a straight line basis
over the lease term. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of
the underlying asset and recognised as “other expense” over the lease term on the same basis as lease income. The
respective leased assets are included in the consolidated balance sheets based on their nature, details refer to Note 19.
A lease is classified as a finance lease if it transfers substantially all of the risks and rewards incidental to
ownership of an underlying asset. The lessor recognises assets held under a finance lease in its consolidated balance
sheets at commencement date. It presents them as a receivable at an amount equal to the net investment in the lease.
A lessor’s net investment in a lease is its gross investment in the lease, discounted at the interest rate implicit in the
lease. The gross investment in the lease is equal to the lease payments receivable by the lessor, plus any unguaranteed
residual accruing to the lessor. The lessor uses the rate implicit in the lease to calculate the net investment in the lease.
The implicit rate is the rate of interest that causes the present value of the lease payments and the unguaranteed
residual value to equal the sum of the fair value of the underlying asset and any initial direct costs of the lessor.
APPENDIX I ACCOUNTANT’S REPORT
– I-74 –


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26 FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
The Group
(i) Classification of financial assets at fair value through profit or loss
The Group classified the following financial assets at fair value through profit or loss (FVPL):
– Short-term investments that do not qualify for measurement at either amortised cost or FVOCI; and
– Long-term equity investments do not qualify for recognising fair value gains and losses through OCI.
Financial assets mandatorily measured at FVPL include the following:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-current assets
Long-term equity investments (a)
– Unlisted equity investments 42,579 43,212 44,000 40,616
Current assets
Short-term investments (b)
– Structured deposits 974,859 1,233,461 96,448 485,408
1,017,438 1,276,673 140,448 526,024
(a) Long-term equity investments
The movement of the long-term equity investments during the Track Record Period are as follows,
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
At beginning of the
year/period 50,287 42,579 43,212 43,212 44,000
Disposals (19,696) ––––
Fair value changes 11,988 633 788 745 (3,384)
At end of the
year/period 42,579 43,212 44,000 43,957 40,616
The fair values of the unlisted securities are measured using a valuation technique with unobservable
inputs. The major assumptions used in the valuation refer to Note 3.3.
APPENDIX I ACCOUNTANT’S REPORT
– I-75 –


--- page 551 ---
(b) Short-term investments
Short-term investments represented the structured deposits issued by reputable banks in Chinese
Mainland. The structured deposits were principal protected with maturity of less than 1 year.
The movement of the structured deposits during the Track Record Period are as follows,
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
At beginning of the
year/period 1,579,092 974,859 1,233,461 1,233,461 96,448
Additions 3,057,000 2,768,000 1,591,000 832,000 1,615,000
Disposals (3,700,278) (2,534,167) (2,746,463) (1,361,936) (1,228,519)
Fair value changes 39,045 24,769 18,450 12,684 2,479
At end of the
year/period 974,859 1,233,461 96,448 716,209 485,408
The fair values of the structured deposits are measured using a valuation technique with unobservable
inputs. The major assumptions used in the valuation refer to Note 3.3.
(c) Amounts recognised in the consolidated statements of comprehensive loss
During the Track Record Period, the following fair value gains/(losses) were recognised in the
consolidated statements of comprehensive loss:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Fair value gains on
investments in:
Long-term equity
investments 11,988 633 788 745 (3,384)
Short-term
investments 39,045 24,769 18,450 12,684 2,479
51,033 25,402 19,238 13,429 (905)
APPENDIX I ACCOUNTANT’S REPORT
– I-76 –


--- page 552 ---
(d) Risk exposure and fair value measurements
Information about the Group’s exposure to financial risk and information about the methods and
assumptions used in determining fair value are set out in Note 3.3.
The Company
Financial assets mandatorily measured at FVPL include the following:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-current assets
Long-term equity investments
– Unlisted equity investments 42,579 43,212 44,000 40,616
Current assets
Short-term investments
– Structured deposits 762,875 1,102,800 96,448 370,365
805,454 1,146,012 140,448 410,981
27 BANK DEPOSITS
The Group
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets
– Bank deposits with original
maturities of over three months (i) 565,765 536,348 553,814 230,870
– Certificate of deposit (ii) – – – 53,812
565,765 536,348 553,814 284,682
Non-current assets
– Certificate of deposit (ii) – 51,523 53,054 –
(i) Bank deposits with original maturities of over three months were neither past due nor impaired. The
interest rates were ranged from 1.45% to 5.51% during the Track Record Period. The directors of the
Company considered that the carrying amount of the bank deposits with original maturities of over three
months approximated to their fair value as at 31 December 2022, 2023 and 2024 and 30 June 2025.
(ii) Certificate of deposit was neither past due nor impaired. The directors of the Company considered that
the carrying amount of the certificate of deposit approximated to its fair value as at 31 December 2023
and 2024 and 30 June 2025 as the discounting impact is not material. The maturity date of the certificate
of deposit is 12 January 2026, accordingly the certificate of deposit is recorded as non-current assets as
at 31 December 2023 and 2024 and as current assets as at 30 June 2025. The interest rate of the
certificate of deposit is 3.15%.
APPENDIX I ACCOUNTANT’S REPORT
– I-77 –


--- page 553 ---
Bank deposits are denominated in:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets
– USD 565,765 536,348 553,814 230,870
– RMB – – – 53,812
565,765 536,348 553,814 284,682
Non-current assets
– RMB – 51,523 53,054 –
The Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets
– Bank deposits with original
maturities of over three months 565,765 536,348 553,814 202,236
– Certificate of deposit – – – 53,812
565,765 536,348 553,814 256,048
Non-current assets
– Certificate of deposit – 51,523 53,054 –
Bank deposits are denominated in:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets
– USD 565,765 536,348 553,814 202,236
– RMB – – – 53,812
565,765 536,348 553,814 256,048
Non-current assets
– RMB – 51,523 53,054 –
APPENDIX I ACCOUNTANT’S REPORT
– I-78 –


--- page 554 ---
28 CASH AND CASH EQUIV ALENTS AND RESTRICTED CASH
The Group
(a) Cash and cash equivalents
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash at banks 1,549,091 1,247,826 1,708,182 1,635,648
Less: bank deposits with original
maturities of over three months
(Note 27) (565,765) (536,348) (553,814) (230,870)
Certificate of deposit ( Note 27) – (51,523) (53,054) (53,812)
Restricted cash (b) – (620) (620) (65,868)
Cash and cash equivalents 983,326 659,335 1,100,694 1,285,098
Cash and cash equivalents are denominated in:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
– USD 459,277 381,969 608,713 769,897
– RMB 524,049 277,005 491,627 511,409
– SGD – 361 338 333
– HKD – – 16 3,459
983,326 659,335 1,100,694 1,285,098
(b) Restricted cash
Restricted cash are denominated in:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets
– RMB (i) – 620 620 40,620
– USD (i) ––– 7 2 0
– 620 620 41,340
Non-current assets
– RMB (ii) – – – 24,528
APPENDIX I ACCOUNTANT’S REPORT
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(i) Restricted cash of which RMB620,000 represented the cash pledged to bank to secure the office building
lease arrangement in Hong Kong SAR as at 31 December 2023 and 2024 and 30 June 2025,
RMB720,000 represented the cash pledged to bank to secure credit card as at 30 June 2025 and
RMB40,000,000 represented the cash was restricted by the bank for the purpose of purchasing a
structured deposit at 30 June 2025, the restricted cash of RMB40,000,000 was successfully used to
purchase the structure deposit on 1 July 2025.
(ii) As at 30 June 2025, a bank deposit of RMB24,528,000 was pledged to the bank for issuance of letters
of guarantee. The pledged bank deposit has a term of two years and cannot be withdrawn in advance.
The Company
(a) Cash and cash equivalents
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash at banks 1,487,962 1,122,133 1,347,214 1,475,819
Less: bank deposits with original
maturities of over three months
(Note 27) (565,765) (536,348) (553,814) (202,236)
Certificate of deposits (Note 27) – (51,523) (53,054) (53,812)
Restricted cash (b) – (620) (620) (65,148)
Cash and cash equivalents 922,197 533,642 739,726 1,154,623
Cash and cash equivalents are denominated in:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
– USD 457,003 356,315 461,241 677,113
– RMB 465,194 177,327 278,485 477,510
922,197 533,642 739,726 1,154,623
(b) Restricted cash
Restricted cash are denominated in:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets
– RMB – 620 620 40,620
Non-current assets
– RMB – – – 24,528
APPENDIX I ACCOUNTANT’S REPORT
– I-80 –


--- page 556 ---
Accounting policies of cash and cash equivalents
For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents
includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts of
cash and which are subject to an insignificant risk of changes in value.
Bank deposits with original maturities of over three months were included in the bank deposits with
original maturities of over three months on the consolidated balance sheets.
Cash that is restricted from withdrawal, from use or from being pledged as security is reported
separately on the face of the consolidated balance sheets, and is not included in the total cash and cash
equivalents in the consolidated statements of cash flows.
29 PAID-IN CAPITAL/SHARE CAPITAL
(a) Paid-in capital
The Group and the Company
A summary of movements in the Company’s issued and fully paid paid-in capital is as follows:
Paid-in capital
RMB’000
At 1 January 2022 32,089
Capital contributions by investors (i) 702
At 31 December 2022 32,791
Capital contributions by investors (i) 125
Conversion into a joint stock company (32,916)
At 31 December 2023, 2024 and at 30 June 2025 –
(i) From January to July 2022, the Company entered into a series of investment agreements and shareholder
agreements with Series B+ investors, pursuant to which, total investment of RMB330,000,000 was
committed to contribute into the Company. Proceeds of RMB280,000,000 were received by the
Company in the year ended 31 December 2022, with RMB702,000 credited to the Company’s paid-in
capital and RMB279,298,000 credited to the Company’s capital reserve (Note 30). Proceeds of
RMB50,000,000 were received by the Company in the year ended 31 December 2023, with
RMB125,000 credited to the Company’s paid-in capital and RMB49,875,000 credited to the Company’s
capital reserve (Note 30). Certain preferred rights upon capital contribution were granted to Series B+
investors, details of which refer to Note 31.
APPENDIX I ACCOUNTANT’S REPORT
– I-81 –


--- page 557 ---
(b) Share capital
Number of shares Share capital
’000 RMB’000
At 1 January 2023 ––
Conversion into a joint stock company with limited
liability (i) 32,916 32,916
At 31 December 2023 and 2024 32,916 32,916
Capital contributions by investors (ii) 5,444 5,444
Share subdivision (iii) 1,879,640 –
At 30 June 2025 1,918,000 38,360
(i) On 8 September 2023, the Company was converted into a joint stock company with limited liability
under the Company Law of the PRC. The net assets of the Company as at the conversion base date were
converted into 32,916,380 ordinary shares at RMB1.0 each, the difference of net assets converted over
nominal value of the ordinary shares was included in the Company’s capital reserve.
(ii) From February to June 2025, the Company entered into a series of investment contracts with certain
investors (“Strategic Round Investors”), pursuant to which, the Strategic Round Investors agreed to
subscribe for the Company’s additional 5,444,000 ordinary shares with a total consideration of
RMB2,396,732,000. Among which, (a) the convertible debentures holders converted all its convertible
debentures of RMB261,673,000 as at the conversion dates for 595,000 ordinary shares as part of
Strategic Round Financing (Note 35) and (b) two potential investors who made investment intention
deposits to the Company during the year ended 31 December 2023 subscribed for 763,000 ordinary
shares by deducting the investment intention deposits of RMB336,000,000 (Note 34).
(iii) On 25 June 2025, pursuant to the resolutions of the shareholders, the Company conducted a share
subdivision under which each share of the Company was split o n a 1 for 50 basis, and the nominal value
of the shares of the Company was changed from RMB1.0 each to RMB0.02 each. The basic and diluted
losses per share was calculated as if the share subdivision had been effective from the beginning of the
Track Record Period.
Accounting policies of paid -in capital/share capital
Ordinary shares and paid-in capital are classified as equity.
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from
the proceeds.
APPENDIX I ACCOUNTANT’S REPORT
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30 TREASURY STOCK AND RESERVES
The Group
Reserves
Treasury stock
Capital
reserve
Share-based
payment
expenses
Currency
translation
reserve
(Note (a))
Total
reserves
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 (4,661,162) 4,626,423 509,790 273 5,136,486
Capital contribution by
investors (Note 29(a)) – 279,298 – – 279,298
Recognition of redemption
liabilities (Note 31) (280,000) ––––
Share-based payments
(Note 32) – – 88,031 – 88,031
Currency translation
differences – – – 168 168
At 31 December 2022 (4,941,162) 4,905,721 597,821 441 5,503,983
At 1 January 2023 (4,941,162) 4,905,721 597,821 441 5,503,983
Capital contribution by
investors (Note 29(a)) – 49,875 – – 49,875
Recognition of redemption
liabilities (Note 31) (50,000) ––––
Converted into a joint stock
company with limited
liability (Note 29(b)) – (1,666,306) – – (1,666,306)
Share-based payments
(Note 32) – – 80,096 – 80,096
Currency translation
differences – – – 376 376
As at 31 December 2023 (4,991,162) 3,289,290 677,917 817 3,968,024
At 1 January 2024 (4,991,162) 3,289,290 677,917 817 3,968,024
Share-based payments
(Note 32) – – 82,633 – 82,633
Currency translation
differences – – – 1,123 1,123
At 31 December 2024 (4,991,162) 3,289,290 760,550 1,940 4,051,780
APPENDIX I ACCOUNTANT’S REPORT
– I-83 –


--- page 559 ---
Reserves
Treasury stock
Capital
reserve
Share-based
payment
expenses
Currency
translation
reserve
(Note (a))
Total
reserves
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2025 (4,991,162) 3,289,290 760,550 1,940 4,051,780
Capital contribution by
investors (Note 29(b)) – 2,391,288 – – 2,391,288
Recognition of redemption
liabilities (Note 31) (2,396,732) ––––
Share-based payments
(Note 32) – – 27,165 – 27,165
Currency translation
differences – – – (152) (152)
As at 30 June 2025 (7,387,894) 5,680,578 787,715 1,788 6,470,081
(Unaudited)
At 1 January 2024 (4,991,162) 3,289,290 677,917 817 3,968,024
Share-based payments
(Note 32) – – 58,242 – 58,242
Currency translation
differences – – – 63 63
At 30 June 2024 (4,991,162) 3,289,290 736,159 880 4,026,329
(a) Currency translation reserve represents the difference arising from the translation of the financial
statements of companies within the Group that have a functional currency different from the
presentation currency of RMB for the financial statements of the Group and the Company.
The Company
Reserves
Treasury stock
Capital
reserve
Share-based
payment
expenses
Total
reserves
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 (4,661,162) 4,626,423 449,882 5,076,305
Capital contribution by investors
(Note 29(a)) – 279,298 – 279,298
Recognition of redemption
liabilities (Note 31) (280,000) – – –
Share-based payments – – 73,271 73,271
At 31 December 2022 (4,941,162) 4,905,721 523,153 5,428,874
APPENDIX I ACCOUNTANT’S REPORT
– I-84 –


--- page 560 ---
Reserves
Treasury stock
Capital
reserve
Share-based
payment
expenses
Total
reserves
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 (4,941,162) 4,905,721 523,153 5,428,874
Capital contribution by investors
(Note 29(a)) – 49,875 – 49,875
Recognition of redemption
liabilities (Note 31) (50,000) – – –
Converted into a joint stock
company with limited liability
(Note 29(b)) – (1,666,306) – (1,666,306)
Share-based payments – – 59,431 59,431
As at 31 December 2023 (4,991,162) 3,289,290 582,584 3,871,874
At 1 January 2024 (4,991,162) 3,289,290 582,584 3,871,874
Share-based payments – – 50,088 50,088
As at 31 December 2024 (4,991,162) 3,289,290 632,672 3,921,962
At 1 January 2025 (4,991,162) 3,289,290 632,672 3,921,962
Capital contribution by investors
(Note 29(b)) – 2,391,288 – 2,391,288
Recognition of redemption
liabilities (Note 31) (2,396,732) – – –
Converted into a joint stock
company with limited liability
(Note 29(b)) ––––
Share-based payments – – 15,396 15,396
As at 30 June 2025 (7,387,894) 5,680,578 648,068 6,328,646
(Unaudited)
At 1 January 2024 (4,991,162) 3,289,290 582,584 3,871,874
Share-based payments – – 35,790 35,790
As at 30 June 2024 (4,991,162) 3,289,290 618,374 3,907,664
Accounting policies of treasury stock
Where any group company purchases its equity instruments, the consideration paid, including any directly
attributable incremental costs (net of income taxes) is deducted from equity attributable to the owners of the
Company as treasury stock until the repurchase obligation is discharged or expired. If the contract expires without
delivery, the carrying amount of the financial liability is reclassified to equity. Treasury stock is also recorded to
reflect the carrying amount of the redemption liabilities when it is initially reclassified from equity and will be
reclassified to equity when the redemption liabilities are derecognized upon the Group’s obligations in connection
with those redemption liabilities are discharged, cancelled or expired.
APPENDIX I ACCOUNTANT’S REPORT
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31 REDEMPTION LIABILITIES
The Group and the Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Redemption liabilities 7,382,155 8,053,141 8,743,040 12,145,429
Redemption liabilities are denominated in:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
– USD 2,702,835 2,943,084 3,204,044 3,809,304
– RMB 4,679,320 5,110,057 5,538,996 8,336,125
7,382,155 8,053,141 8,743,040 12,145,429
Since its incorporation in 2019, the Company has completed several rounds of financing including Series Pre
A, Series Pre A+, Series Pre A++, Series A, Series Pre B, Series Pre B+, Series B, Series B+ and Strategic Round
Investors (the “Investors”).
The details of financing undertaken in the Track Record Period are as follows.
Series B+ Financing
The Company and several investors entered into a series of investment agreements during the year ended 31
December 2022, pursuant to which, the investors agrees to subscribe additional ordinary shares issued by the
Company with a total consideration of RMB330,000,000. This transaction led to the increase of share capital of and
capital reserve of RMB827,000 and RMB329,173,000, respectively.
Strategic Round Financing
The Company and several investors entered into a series of investment agreements during the six months ended
30 June 2025, pursuant to which, the investors agree to subscribe additional ordinary shares issued by the Company
with a total consideration of RMB2,396,732,000 (Note 29). This transaction led to the increase of share capital of
and capital reserve of RMB5,444,000 and RMB2,391,288,000 respectively.
The Company granted Series B+ and Strategic Round Investors and all its other investors with certain preferred
rights and other rights in a separate investment agreement. Details see below descriptions.
Key terms of preferred rights granted
Redemption right
The Investors have rights to require the Company to redeem their investments if:
(a) The Company fails to achieve a Qualified Listing (the Company’s shares be listed on a stock exchange
within or outside the PRC (including the Shanghai Stock Exchange, Shenzhen Stock Exchange, New
Y ork Stock Exchange, NASDAQ, Stock Exchange of Hong Kong, and other stock exchanges approved
by the Board of Directors in accordance with the shareholders’ agreement) before 31 January 2026
APPENDIX I ACCOUNTANT’S REPORT
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(except where the Company has filed for listing and is under review by such date), or is acquired in a
manner and on terms unanimously approved in writing by the Investors. For the avoidance of doubt, if
the Company files for listing before 31 January 2026 but subsequently withdraws its application before
the IPO, the application becomes invalid, is returned by the relevant approval authority and fails to
resubmit or supplement the application (limited to one time) within six (6) months or a shorter period
stipulated by laws and regulations, or is rejected, such that the listing is not successfully completed, the
Investors’ rights shall automatically reinstate upon the occurrence of any such circumstances without the
need for additional measures or actions;
(b) The Company, any founder, or key personnel materially violates any of its representations and
warranties, covenants, or other obligations under the shareholders’ agreement and other transaction
documents, fails to obtain the written waiver of such violation from the Investors, caused a significant
adverse impact on the Company’s operations or listing, and fails to cure such violation within a
reasonable period agreed by the shareholders;
(c) Mr. Xiaoyao Liang (“ ૑ወ⢼”, “Mr. Liang”), a shareholder of the Company, fails to cooperate in
properly handling certain matters, such as defects in ownership or disputes over intellectual property
rights, which will cause a significant adverse impact on the Company’s operations or listing. A
confirmation from related institution was obtained which confirmed no defect or dispute on these
matters;
(d) The Company or any founder is subject to criminal penalties, or a founder violates the service period
or employment requirements, causing a significant adverse impact on the normal operations of the
Company or subsidiaries in the Group;
(e) The Company, any founder, the chairman, CEO or CFO has a material integrity issue, including but not
limited to the Company having material or undisclosed off-book cash sales revenue, material fund
occupation, financial fraud, undisclosed equity custodianship that fails to be lawfully restored or
regulated, being listed as a dishonest executor, etc., which may constitute a material obstacle to the
Company’s listing;
(f) The Company repurchases all or part of the preferred rights held by any shareholders;
(g) The Company meets the Qualified Listing conditions stipulated by laws and regulations and approved
by shareholders, but the listing unable to be completed due to the Company or founders failing to
provide reasonable cooperation.
(h) (i) Without the review and approval by the Company’s board of directors and shareholders’ meeting,
if there is a change in the Company’s controlling rights, which resulted in the Company being
unable to achieve a Qualified Listing by 31 January 2026; or
(ii) if the change of the Company’s key personnel exceeds one-third, and no suitable replacement
candidates are identified and approved and appointed by the board of directors within six (6)
months, and consequently (i) the business of the group company is suspended for more than six
(6) months, or (ii) the listing intermediaries reasonably believe that the Company will be unable
to achieve a Qualified Listing by 31 January 2026.
The redemption amount is the higher of the: (i) redemption amount equivalent to the original investment
amount plus annual compound interest rate of 8%, and minus dividends received in previous years (if any); and (ii)
fair value of the shares with preferential rights held by the investors at the time of the Company’s repurchase.
Amendments on redemption rights
Pursuant to the preferred rights termination agreement as entered into by the Company with the
Investors of the Company on 25 June 2025, the redemption right of the shareholders agreement shall
automatically terminate immediately before the Company submits the application documents for H-share
listing to the Stock Exchange of Hong Kong. (i) The “most-favored-nation clause”, “non-competition” and
“continuity of control” clauses under the investment agreement; and (ii) the clauses other than the redemption
right of the shareholders agreement shall automatically terminate on the date of the Company’s H-share listing.
APPENDIX I ACCOUNTANT’S REPORT
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For the redemption right, if any of the following circumstances occurs: (a) the Company’s H-share
listing application is withdrawn, becomes invalid, or the materials are returned by the relevant competent
approval authority and the Company fails to resubmit or supplement the application within six (6) months or
other periods agreed upon by all parties through consultation; (b) the Company’s H-share listing is rejected
by the relevant competent approval authority, then as of the date when the circumstances in the foregoing (a)
or (b) occur (the earlier date being the “Restoration Date”), the clauses and arrangements agreed in this
agreement to automatically terminate before the submission of the H-share listing application documents shall
automatically reinstate their effectiveness from the Restoration Date, and such resumption shall be retroactive.
Supplemental agreement to the preferred rights termination agreement
Pursuant to the supplemental agreement to the preferred rights termination agreement as entered into by
the Company with the Investors of the Company in August 2025, all parties agreed and confirmed that, in the
event of the resumption circumstances as stipulated in the termination agreement, the redemption right of the
original shareholders’ agreement shall automatically resume its effect. Meanwhile, the Qualified Listing and
the relevant clauses under such article shall be automatically revised, adjusted and become effective
simultaneously, and the Qualified Listing date shall be extended to 31 July 2027 then. However, this shall be
on the premise that the Company shall still make continuous efforts on the listing arrangement.
Liquidation preference
If any of the following occurs: (a) the Company is liquidated, dissolved or cancelled (whether voluntary
or involuntary); or (b) a Whole Business Sale Event (see below (i) Whole Business Sale Event) occurs, after
paying liquidation expenses, employees’ salaries, social insurance premiums and statutory compensation in
accordance with applicable laws, settling outstanding taxes, and discharging the Company’s debts, the
remaining assets of the Company and/or the distributable assets under the Whole Business Sale Event shall be
distributed in the sequence as stipulated in the shareholders’ agreement.
(i) Whole Business Sale Event
The “Whole Business Sale Event” of the Company shall include the following events:
(1) Any form of acquisition, merger, reorganization, etc., transaction that results in a change of
control of the Company;
(2) Transfer or sale of more than 50% of the Company’s assets or business;
(3) Sale or transfer of more than 50% of the Company’s equity interests;
(4) Assignment or exclusive license of all or more than 50% of the intellectual property of the
Company and other Group Companies, or a substantial portion of their core intellectual property;
(5) Other Whole Business Sale Events approved by the Board of Directors; or
(6) Other circumstances that result in a change of control of the Company.
Anti-dilution rights
From the date of execution of the shareholders’ agreement until the Company completes a Qualified
IPO, if the Company increases its share at a price lower than the price paid by the Investors on a per share
basis, the Investors have a right to subscribe for the Company’s capital increase at zero consideration to effect
the price adjustment.
(ii) Presentation and classification
The redemption rights granted to the investors constitute as the Company’s obligations to repurchase its
own equity instruments. These obligations were recognized as redemption liabilities which are initially
measured at fair value (representing the present value of the expected cash flows for settling the related
obligations if these rights are exercised by the Investors) and subsequently measured at amortized cost.
Interests from the redemption liabilities are charged in finance cost. The changing in the carrying value of
redemption amount is the higher of the principal plus interest of 8% (compound) and the fair value, which is
estimated by using valuation techniques.
APPENDIX I ACCOUNTANT’S REPORT
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The movements of redemption liabilities during the Track Record Period are:
Series
Pre A
Financing
Series
Pre A+
Financing
Series
Pre A++
Financing
Series A
Financing
Series
Pre B
Financing
Series
Pre B+
Financing
Series B
Financing
Series B+
Financing
Strategic
Round
Financing Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 478,669 203,068 288,465 1,399,528 1,280,679 1,346,370 1,670,484 – – 6,667,263
Recognition of redemption
liabilities ––––––– 280,000 – 280,000
Charged to finance costs
(Note 11) 25,045 10,993 16,318 75,642 72,319 70,066 61,617 16,030 – 348,030
Foreign exchange adjustments –––––– 86,862 – – 86,862
At 31 December 2022 503,714 214,061 304,783 1,475,170 1,352,998 1,416,436 1,818,963 296,030 – 7,382,155
At 1 January 2023 503,714 214,061 304,783 1,475,170 1,352,998 1,416,436 1,818,963 296,030 – 7,382,155
Recognition of redemption
liabilities ––––––– 50,000 – 50,000
Charged to finance costs
(Note 11) 38,720 16,653 24,352 120,478 115,455 116,428 143,819 27,662 – 603,567
Foreign exchange adjustments –––––– 17,419 – – 17,419
At 31 December 2023 542,434 230,714 329,135 1,595,648 1,468,453 1,532,864 1,980,201 373,692 – 8,053,141
At 1 January 2024 542,434 230,714 329,135 1,595,648 1,468,453 1,532,864 1,980,201 373,692 – 8,053,141
Charged to finance costs
(Note 11) 39,616 17,346 26,507 137,161 135,963 126,792 162,431 28,493 – 674,309
Foreign exchange adjustments –––––– 15,590 – – 15,590
At 31 December 2024 582,050 248,060 355,642 1,732,809 1,604,416 1,659,656 2,158,222 402,185 – 8,743,040
At 1 January 2025 582,050 248,060 355,642 1,732,809 1,604,416 1,659,656 2,158,222 402,185 – 8,743,040
Recognition of redemption
liabilities –––––––– 2,396,732 2,396,732
Charged to finance costs
(Note 11) 124,241 51,700 68,662 291,401 189,633 109,825 82,405 15,655 77,410 1,010,932
Foreign exchange adjustments –––––– (4,396) – (879) (5,275)
At 30 June 2025 706,291 299,760 424,304 2,024,210 1,794,049 1,769,481 2,236,231 417,840 2,473,263 12,145,429
APPENDIX I ACCOUNTANT’S REPORT
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Accounting policies of redemption liabilities
A contract that contains an obligation to repurchase the Company’s own equity instruments for cash or another
financial asset gives rise to a financial liability for the present value of the redemption amount, even if the Company’s
obligations to purchase is conditional on the counterparty exercising a right to redeem. The Company undertakes such
redemption obligations as certain preferred rights are granted to the investors in the Company’s financing process,
such redemption obligation is recognized as financial liability initially at the present value of the redemption amount
and subsequently measured at amortized cost with changes charged in finance costs.
The Group derecognizes redemption liabilities when, and only when, the redemption obligations are
discharged, cancelled or expired. The carrying amount of the redemption liabilities derecognized is then credited into
equity.
32 SHARE-BASED COMPENSATION PLANS
(a) Pre-IPO Option Plan
In recognition the contributions from management and employees and to incentivize them for the further
development in the Group, the Company adopted a share option plan as approved by the board of directors on 12
January 2020 (the “Pre-IPO Option Plan). The Pre-IPO Option Plan implemented equity incentives for management
and employees of the Group through the grant of share options, aiming to attract and retain skilled and experienced
personnel, and to provide additional incentives to management and employees of the Group. Wen Zhang, the
controlling shareholder of the Group, transferred his own equity interest in the Company to Shanghai Biliren
Enterprise Management Consulting Partnership (Limited Partnership) (“ ɪऎኣͭ́Άุ၍ଣፔ༔ΥྫΆุ(Υ
ྫ)”, “Shanghai Biliren”) as the underlying shares under the Pre-IPO Option Plan. The total share number of
Shanghai Biliren after several equity interest transfer transactions was 4,163,775.
Pursuant to the Pre-IPO Option Plan, management and employees of the Group have the right to acquire equity
interests in Shanghai Biliren after the share options become exercisable upon completion of the specified service
period with the Group. The Group’s management or employees are generally subject to a zero to five years service
schedule from the date of grant. The terms and conditions of the share option grants are as follows:
 Type (i) 25% of the total granted share options shall become vested one year from the vesting
commencement date and the remaining 75% vested on each year thereafter over the next three years;
among which, 85,046 and 133,561 share options were accelerated vested in 2023 and 2024 respectively;
 Type (ii) 20% of the total granted share options shall become vested one year from the vesting
commencement date and the remaining 80% vested on each year thereafter over the next four years;
 Type (iii) 20% of the total granted share options shall become vested two years from the vesting
commencement date and the remaining 80% vested on each year thereafter over the next two years;
 Type (iv) 20% of the total granted share options shall become vested one year from the vesting
commencement date, 20% of the total granted share options shall become vested two years from the
vesting commencement date and the remaining 60% vested on each year thereafter over the next two
years;
 Type (v) 20% the total granted share options shall become vested two years from the vesting
commencement date, 20% of the total granted share options shall become vested three years from the
vesting commencement date and the remaining 60% vested on each year thereafter over the next two
years;
 Type (vi) 100% of the total granted share options shall become vested on the vesting commencement
date.
APPENDIX I ACCOUNTANT’S REPORT
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Movements in the number of share options granted and their related weighted average exercise price during
the Track Record Period are as follows:
Y ear ended 31 December
2022 2023 2024
Average
exercise
price per
share option
Number of
options
Average
exercise
price per
share option
Number of
options
Average
exercise
price per
share option
Number of
options
(RMB) (RMB) (RMB)
At beginning of the year 5.31 3,025,919 5.48 2,445,328 5.48 1,648,470
Granted 5.09 283,403 2.16 271,113 12.95 180,044
V ested 5.02 (797,288) 4.80 (960,643) 4.52 (500,734)
Forfeited 1.68 (66,706) 3.09 (107,328) 3.54 (15,823)
Unvested option
converted to restricted
share units plan
(“RSUs”) – – – – 6.90 (1,311,957)
At end of the year 5.48 2,445,328 5.48 1,648,470 – –
No options expired during the three years ended 31 December 2022, 2023 and 2024.
As at 31 December 2022, 2023 and 2024, 1,348,342, 2,308,985 and nil options were vested but not exercised.
Share options outstanding at the end of the three years ended 31 December 2022, 2023 and 2024 have the
following expiry date and exercise prices:
Number of share options
As at 31 December
Grant year Expiry year Exercise price 2022 2023 2024
(RMB)
2020 2030 1.00-9.10 2,976,713 2,902,434 –
2021 2030 1.00-26.34 533,554 500,505 –
2022 2030 1.00-22.95 283,403 283,403 –
2023 2030 1.00-49.36 – 271,113 –
3,793,670 3,957,455 –
The weighted-average remaining contractual life for outstanding share options was 7.58 years and 6.78 years
as at 31 December 2022 and 2023, respectively.
APPENDIX I ACCOUNTANT’S REPORT
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Based on fair value of the underlying shares of the Company, the Group has used binomial model to determine
the fair value of the share options as at the grant date. Key assumptions are set as below:
Y ear ended 31 December
2022 2023 2024
Fair value per ordinary share (RMB) 249.99- 259.75 263.70-278.47 285.52
Risk-free interest rates 2.75%-2.83% 2.56%-2.85% 2.29%
Dividend yield 0% 0% 0%
Expected volatility 43.81%-46.06% 47.26%-49.49% 50.70%
Expected terms 10 years 10 years 10 years
(b) Pre-IPO RSU Plan
On 24 April 2024, as approved by the board of directors, the Company adopted a Pre-IPO restricted share units
plan (the “Pre-IPO RSU Plan”) with the substantially same terms and conditions of the Pre-IPO Option Plan on 12
January 2020 as a replacement of the original plan. Under this plan, the Group’s management or employees are
required to acquire the respective equity interests in Shanghai Biliren at their exercise price before the date of
submission of the listing application for all the share options (including the vested options and the unvested options).
If the management or employees fail to fulfill the remaining service period with the Group as agreed in the Pre-IPO
RSU Plan, the general partner of Shanghai Biliren has the right to acquire the equity interest held by this personnel
at the price of total amount for exercise the share options. Before the share subdivision conducted by the Company
on 25 June 2025, one RSU shall represented one portion of partnership interest in Shanghai Biliren, which in turn
represent 1 share of the Company held by Shanghai Biliren, after share subdivision, one RSU shall represent one
portion of partnership interest in Shanghai Biliren, which in turn represent 50 shares of the Company held by
Shanghai Biliren. The principles of modification accounting are applied for this replacement and the Group accounts
for any incremental fair value in addition to the grant-date fair value of the Pre-IPO RSU Plan as the cumulative
amount of compensation cost, if any.
On 24 April 2024, after transition, the Pre-IPO RSU Plan information list as following:
Numbers of
underlying shares
of the Company
V ested under Pre-IPO Option Plan 2,809,719
Granted but unvested under Pre-IPO Option Plan 1,311,957
Not granted yet 42,099
4,163,775
For the year ended 31 December 2024 and the six months ended 30 June 2025, 136,938 and 60,765 RSUs were
newly granted to the Group’s certain management and employees at the price of RMB1.0 per share under the Pre-IPO
RSU Plan.
The terms and conditions for the new granted RSUs are as below:
 Type (i) 20% of the total granted restricted shares shall become vested two years from the vesting
commencement date, 20% of the total granted RSUs shall become vested three years from the vesting
commencement date and the remaining 60% vested on each year thereafter over the next two years;
 Type (ii) 100% of the total granted RSUs shall become vested on each month thereafter over the next
year;
APPENDIX I ACCOUNTANT’S REPORT
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 Type (iii) 100% of the total granted RSUs shall become vested on the vesting commencement date.
 Type (iv) 20% of the total granted RSUs shall become vested one year from the vesting commencement
date, 20% of the total granted RSUs shall become vested two years from the vesting commencement date
and the remaining 60% vested on each year thereafter over the next two years;
The performance evaluation for each vesting period includes individual performance evaluation requirement
for the participants. If the participant fails the performance evaluation during a vesting period, all incentive rights
corresponding to the proportion of the vesting period that has not yet been unlocked and vested shall not be unlocked
or vested unless otherwise special approved provided.
Movements in the number of RSU during the Track Record Period are as follows:
Y ear ended
31 December
Six months ended
30 June
2024 2025
At beginning of the year/period – 912,678
Conversion from Pre-IPO Option Plan 1,311,957 –
Granted 136,938 60,765
V ested (379,115) (173,119)
Forfeited (43,599) (14,199)
Cancelled (i) (113,503) –
At end of the year/period 912,678 786,125
(i) In 2024, the Group cancelled 113,503 RSUs and the cancellation was accounted for as an acceleration
of vesting, and therefore recognised share-based compensation expense of RMB9,089,000 immediately.
(ii) In June 2025, several employees waived 124,519 RSUs. The corresponding expenses had already been
recorded in previous years and had no impact on the consolidated statements of comprehensive loss for
the six months ended 30 June 2025. These RSUs were granted to employees of the Group subsequently.
In June 2025, Shanghai Biliren transferred 643,630 ordinary shares of the Company to several third
party investors with a total cash consideration of RMB226,822,000 (before share subdivision). Shanghai
Biliren hold 3,520,145 ordinary shares (before shares subdivision) of the Company after this transaction.
As of 30 June 2025, all the cash consideration for subscription of the equity interests in Shanghai Biliren was
received from the management and employees of the Group.
The weighted-average remaining contractual life for outstanding RSU was 7.75 years and 7.84 years as at 31
December 2024 and 30 June 2025, respectively.
Key assumptions to determine the fair value of the share option as at the grant date are set as below:
Y ear ended
31 December
Six months ended
30 June
2024 2025
Risk-free interest rates 1.46%-1.60% 1.10%-1.46%
Expected volatility 52.60%-55.18% 56.51%-66.38%
APPENDIX I ACCOUNTANT’S REPORT
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(c) Share-based compensation expenses recorded during the Track Record Period
During the Track Record Period, the amounts of share-based compensation expenses charged to research and
development expenses, general and administrative expenses and selling and marketing expenses are as follow:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Research and development
expenses 41,327 43,591 46,665 32,462 13,953
General and administrative
expenses 35,013 27,730 28,251 21,828 8,375
Selling and marketing
expenses 11,691 8,775 7,717 3,952 4,837
88,031 80,096 82,633 58,242 27,165
Accounting policies of share-based compensation expenses
(a) Equity-settled share-based payment transactions
The Group operates certain share incentive plans, under which it receives services from employees as
consideration for equity instruments (including share options and restricted shares) of the Company. The fair
value of the services received in exchange for the grant of the equity instruments is recognized as an expense
on the consolidated statement of comprehensive loss with a corresponding increase in equity.
In terms of the options and shares awarded to employees, the total amount to be expensed is determined
by reference to the fair value of the options and shares granted:
 excluding the impact of any service and non-market performance vesting conditions; and
 including the impact of any non-vesting conditions.
Service and non-marketing performance vesting conditions are included in calculation of the number of
options and shares that are expected to vest. The total amount expensed is recognized over the vesting period,
which is the period over which all of the specified vesting conditions are to be satisfied.
At the end of each reporting period, the Group revises its estimates of the number of options and shares
that are expected to vest based on the service and non-marketing vesting performance conditions. It recognizes
the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to
equity.
In some circumstances, employees may provide services in advance of the grant date and therefore the
grant date fair value is estimated for the purposes of recognizing the expense during the period between service
commencement period and grant date.
If a grant of equity instruments is cancelled during the vesting period (other than a grant cancelled by
forfeiture when the vesting conditions are not satisfied), the Group shall account for the cancellation or
settlement as an acceleration of vesting, and shall therefore recognise immediately the amount that otherwise
would have been recognised for services received over the remainder of the vesting period.
APPENDIX I ACCOUNTANT’S REPORT
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(b) Modifications
Where there is any modification of terms and conditions which increases the fair value of the equity
instruments granted, the Group includes the incremental fair value granted in the measurement of the amount
recognised for the services received over the remainder of the vesting period. The incremental fair value is the
difference between the fair value of the modified equity instrument and that of the original equity instrument,
both estimated as at the date of the modification. An expense based on the incremental fair value is recognised
over the period from the modification date to the date when the modified equity instruments vest in addition
to any amount in respect of the original instrument, which should continue to be recognised over the remainder
of the original vesting period. Furthermore, if the entity modifies the terms or conditions of the equity
instruments granted in a manner that reduces the total fair value of the share-based payment arrangement, or
is not otherwise beneficial to the employee, the entity shall nevertheless continue to account for the services
received as consideration for the equity instruments granted as if that modification had not occurred (other than
a cancellation of some or all the equity instruments granted).
33 TRADE AND OTHER PAYABLES
The Group
Trade and other payables
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade payable (ii) 3,521 9,436 33,324 73,103
Other payables (iii) 159,760 225,637 278,093 248,723
Payables for listing expenses – 2,336 4,671 10,063
Accrued taxes other than income tax 9,558 21,576 18,826 17,875
Advance from customers for lease 242 175 68 898
Staff salaries and welfare payables 120,586 110,433 89,411 104,019
V A T payables related to contract
liabilities 24 – – 1,698
293,691 369,593 424,393 456,379
(i) The carrying amounts of trade and other payables are considered to be approximated to their fair values,
due to their short-term nature.
(ii) Aging analysis of the trade payables based on purchase date at the end of each year and period are as
follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Up to 1 year 3,521 9,436 32,524 72,379
1 to 2 year – – 800 724
3,521 9,436 33,324 73,103
APPENDIX I ACCOUNTANT’S REPORT
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--- page 571 ---
(iii) The details of other payables due to third parties at the end of each year and period are as follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Payables for purchase of long-
term assets (a) 107,120 129,948 169,447 148,789
Payables for research and
development expense 8,508 15,071 21,259 30,922
Intention deposits for
purchase of public rental
houses 21,392 33,715 38,602 39,898
Others 22,740 46,903 48,785 29,114
159,760 225,637 278,093 248,723
(a) Payable for purchase of long-term assets mainly consist of payables for the acquisition of
intangible assets and PP&E.
Trade and other payables are denominated in:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
– USD 79,112 75,000 288,479 84,131
– RMB 214,579 294,173 134,720 371,219
– HKD – 420 1,194 1,029
293,691 369,593 424,393 456,379
The Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables
– third parties 3,521 9,436 33,324 63,040
– subsidiaries – – 20,550 38,997
Other payables
– third parties (i) 121,964 167,438 206,424 191,435
– subsidiaries – 69,691 32,329 94,363
Payables for listing expenses – 2,336 4,671 10,063
Advance from customers for lease – – – 637
Accrued taxes other than
income tax 7,674 13,384 11,378 10,525
Staff salaries and welfare payables 91,589 69,302 64,315 72,413
V A T payables related to contract
liabilities 24 – – 1,698
224,772 331,587 372,991 483,171
APPENDIX I ACCOUNTANT’S REPORT
– I-96 –


--- page 572 ---
(i) The details of other payables due to third parties at the end of each year/period are as follows:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Payables for purchase of long-
term assets 72,054 79,146 119,679 99,129
Payables for research and
development expenses 8,508 15,071 6,683 26,922
Intention deposits for
purchase of public
rental houses 21,392 33,715 38,602 39,898
Others 20,010 39,506 41,460 25,486
121,964 167,438 206,424 191,435
34 INVESTMENT INTENTION DEPOSITS
The Group and the Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Investment intention deposits (a)
– Principals – 800,000 800,000 –
– Interests – 9,245 45,890 –
– 809,245 845,890 –
(a) As at 31 December 2023 and 2024, the investment intention deposits related to the cash received from
two potential investors of RMB800,000,000 with an interest rate of 8% per annum, the accrued interest
payable was RMB9,245,000 and RMB45,890,000 as at 31 December 2023 and 2024, respectively.
Subsequently in 2025, the Group partially returned the investment intention deposits to the potential investors
with a total amount of RMB517,778,000, including the principal amounts and interests as at that time. The remaining
balance of RMB336,000,000 was converted into 763,000 ordinary shares issued by the Company (Note 29(ii)).
The Group recorded the investment intention deposits as liabilities on the consolidated balance sheets because
it may be refunded if certain investment conditions cannot be met. The investment intention deposits were recognised
initially at fair value and subsequently measured at amortised cost using the effective interest method.
35 CONVERTIBLE DEBENTURES
The Group and the Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Convertible debentures – – 262,037 –
APPENDIX I ACCOUNTANT’S REPORT
– I-97 –


--- page 573 ---
(a) The Company entered into convertible debentures agreements with certain holders in December 2024,
that entitled holders an option to convert into a variable number of Company’s own equity instruments
or return of certain amount of cash. The convertible debentures are accounted for as financial liabilities
at fair value through profit or loss in the consolidated balance sheets. The convertible debentures holders
converted all its convertible debentures of RMB261,673,000 as at the conversion dates for 595,000
ordinary shares as part of Strategic Round Financing. Details of the movement of the convertible
debentures were as follows:
Convertible
debentures
RMB’000
As at 31 December 2023 –
Insurance of convertible debentures 262,037
Fair value changes –
As at 31 December 2024 262,037
Fair value changes (364)
Conversion into ordinary shares (a) (261,673)
As at 30 June 2025 –
(b) Fair value valuation method
The Company has engaged an independent valuer to determine the total fair value of the convertible
debentures. The discounted cash flow method was used to determine the total equity value of the Company and
then equity allocation model was adopted to determine the fair value of the convertible debentures as of the
dates of issuance and at the end of each reporting period.
Key valuation assumptions used to determine the fair value of convertible debentures are as follows:
As at
31 December
2024
Expected volatility 62.27%
Discount rate 3.21%-7.25%
Risk-free rate 1.01%-4.39%
The Company performed sensitivity test to changes in unobservable inputs in determining the fair value
of the convertible debentures. The changes in unobservable inputs including expected volatility, discount rate,
risk-free rate will result in higher or lower fair value measurement. The increase in the fair value of the
convertible debentures would increase the loss of fair value change in the consolidated statements of
comprehensive loss. When performing the sensitivity test, management applied an increase or decrease to each
unobservable input, which represents management’s assessment of reasonably possible change to these
unobservable inputs.
Accounting policies of convertible debentures
The Group has convertible debentures which are classified entirely as liabilities because they had convertible
features and would be settled by the Company exchanging a variable number of its own equity instruments or return
of cash, thus it has been designated as at fair value through profit or loss on initial recognition. All transaction costs
related to financial instruments designated as at fair value through profit or loss are expensed as incurred.
APPENDIX I ACCOUNTANT’S REPORT
– I-98 –


--- page 574 ---
36 BORROWINGS
The Group and the Company
As at 30 June
2025
RMB’000
Current:
Bank borrowings – unsecured 200,000
Interest payables 126
200,126
The bank borrowings were denominated in RMB with fixed interest rate. The weighted average effective
interest rate of bank borrowings for the six months ended 30 June 2025 was 2.27%.
The exposure of the Group’s borrowings to interest rate changes and the contractual repricing dates or maturity
date whichever is earlier were as follows:
As at 30 June
2025
RMB’000
6 months or less –
Between 6 and 12 months 200,126
Over 1 year –
200,126
37 DEFERRED INCOME
The Group
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Government grants (a) 90,181 63,382 142,936 132,645
(a) The Group received government grants from local governments in PRC as support on operation,
research and development expenses relating to innovation activities, or contributions to investments
made in local business districts, these government grants were transferred from “deferred income” to
“other income” when related expenses incurred or over the useful lives of the relevant assets.
APPENDIX I ACCOUNTANT’S REPORT
– I-99 –


--- page 575 ---
(b) The amount of amortisation charged in other income was shown as follow:
Y ear ended 31 December Six months ended 30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Amortisation
charged to other
income (Note 9) 55,030 67,857 55,249 16,514 44,835
The Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Government grants 18,291 13,093 102,446 96,579
38 LONG-TERM PAYABLES
The Group
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Long-term payables (i) 42,678 17,682 722 722
(i) The long-term payables were related to purchase of IP license fee and EDA tools according to the
payment term in the respective purchase contracts.
As at 31 December 2022, 2023 and 2024 and 30 June 2025, the carrying amounts of long-term payables
were approximated their fair values at each year/period end as the discounting impact was immaterial.
Long-term payables are denominated in:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
– USD 33,516 17,370 – –
– RMB 9,162 312 722 722
42,678 17,682 722 722
The Company
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Long-term payables 9,162 312 722 722
APPENDIX I ACCOUNTANT’S REPORT
– I-100 –


--- page 576 ---
39 CASH FLOW INFORMATION
(a) Cash used in operations
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Loss before income tax (1,474,187) (1,744,058) (1,538,189) (888,427) (1,600,526)
Adjustments for
– Depreciation of property, plant and equipment
(Note 16) 89,929 104,270 86,080 46,484 39,699
– Amortisation of intangible assets (Note 18) 59,225 68,400 8,768 1,801 12,865
– Depreciation of right-of-use assets (Note 17) 26,161 25,301 21,641 11,507 10,769
– Depreciation of investment properties (Note 19) 1,170 2,181 2,380 1,190 1,191
– Provision for impairment of financial assets
(Note 3.1(b)) 201 1,075 (171) (656) (463)
– General provision for inventories (Note 22) – 19 2,485 –* 944
– Special losses on certain assets (Note 7) – 108,692 – – –
– Provision for impairment of intangible assets
(Note 18) – 40,301 – – –
– Share-based compensation expenses (Note 32) 88,031 80,096 82,633 58,242 27,165
– Finance costs (Note 11) 352,129 615,737 713,136 415,557 1,021,907
– Finance income (Note 11) (11,770) (17,122) (10,095) (7,031) (13,685)
– Interest income on bank deposits (Note 9) (17,097) (27,915) (36,301) (17,266) (7,366)
– Fair value gains on short-term investments
measured at fair value through profit or loss
(Note 10) (39,045) (24,769) (18,450) (12,684) (2,479)
– Fair value (gains)/losses on long-term
investments measured at fair value through
profit or loss (Note 10) (11,988) (633) (788) (745) 3,384
– Fair value gains on convertible debentures
(Note 35) – – – – (364)
– (Gains)/losses on disposal of property, plant
and equipment (Note 10) (31) 3,527 (229) (148) (120)
– Gains on early termination of leasing contracts
(Note 10) – (595) (218) (218) –
– Net foreign exchange (gains)/losses (Note 10) (16,864) 3,658 4,853 1,965 (3,695)
(954,136) (761,835) (682,465) (390,429) (510,774)
Changes in working capital
– (Increase)/decrease in trade, other receivables
and prepayments (184,733) 47,265 (275,661) (10,354) (160,537)
– (Increase)/decrease in inventories (39,250) (150,072) 18,093 (26,665) (447,811)
– Increase in provisions 5 620 3,162 393 583
– Increase/(decrease) in trade and other payables 46,233 32,880 15,062 (14,533) 50,946
– (Decrease)/increase in contract liabilities (5) 34,856 (34,057) 109,652 27,990
– (Decrease)/increase in deferred income (51,715) (50,780) (53,321) (15,286) (33,721)
Net cash used in operations (1,183,601) (847,066) (1,009,187) (347,222) (1,073,324)
* represents that amount is less than 1,000.
APPENDIX I ACCOUNTANT’S REPORT
– I-101 –


--- page 577 ---
(b) Non-cash financing activities
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Increase in right-of-use assets during the
year/period 12,975 7,342 46,064 18,024 16,053
Decrease in convertible debentures (Note 35) – – – – 261,673
Decrease in investment intention fund (Note 34) – – – – 336,000
12,975 7,342 46,064 18,024 613,726
(c) Net debt reconciliation
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cash and cash equivalents (Note 28) 983,326 659,335 1,100,694 842,430 1,285,098
Lease liabilities (Note 17) (43,019) (17,986) (40,718) (23,301) (48,517)
Long-term payables (including current portion) (107,105) (96,827) (84,010) (79,625) (83,649)
Redemption liabilities (Note 31) (7,382,155) (8,053,141) (8,743,040) (8,442,722) (12,145,429)
Investment intention deposits (Note 34) – (809,245) (845,890) (840,711) –
Convertible debentures (Note 35) – – (262,037) – –
Borrowings (Note 36) – – – – (200,126)
Net debt (6,548,953) (8,317,864) (8,875,001) (8,543,929) (11,192,623)
Liabilities from financing activities
Other assets
Cash and
cash
equivalents
Lease
liabilities Borrowings
Redemption
liabilities
Convertible
debentures
Long-term
payables
Investment
intention
deposits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Net debt as at
1 January 2022 1,556,596 (55,114) – (6,667,263) – (114,948) – (5,280,729)
Cash flows (681,277) 27,206 – (280,000) – 41,255 – (892,816)
Additions – –––– (27,127) – (27,127)
New leases – (12,975) –––– – (12,975)
Interest expenses – (1,982) – (348,030) – (2,117) – (352,129)
Foreign exchange
adjustments 108,007 (154) – (86,862) – (4,168) – 16,823
Net debt as at
31 December 2022 983,326 (43,019) – (7,382,155) – (107,105) – (6,548,953)
APPENDIX I ACCOUNTANT’S REPORT
– I-102 –


--- page 578 ---
Liabilities from financing activities
Other assets
Cash and
cash
equivalents
Lease
liabilities Borrowings
Redemption
liabilities
Convertible
debentures
Long-term
payables
Investment
intention
deposits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cash flows (340,591) 28,485 – (50,000) – 14,395 (800,000) (1,147,711)
New leases – (7,342) –––– – (7,342)
Interest expenses – (1,311) – (603,567) – (1,614) (9,245) (615,737)
Foreign exchange
adjustments 16,600 (40) – (17,419) – (2,503) – (3,362)
Other changes – 5,24 1––––– 5,241
Net debt as at
31 December 2023 659,335 (17,986) – (8,053,141) – (96,827) (809,245) (8,317,864)
Cash flows 426,388 22,117 – – (262,037) 19,362 – 205,830
Additions – –––– (2,333) – (2,333)
New leases – (46,064) ––––– (46,064)
Interest expenses – (1,185) – (674,309) – (997) (36,645) (713,136)
Foreign exchange
adjustments 14,971 (59) – (15,590) – (3,215) – (3,893)
Other changes – 2,45 9––––– 2,459
Net debt as at
31 December 2024 1,100,694 (40,718) – (8,743,040) (262,037) (84,010) (845,890) (8,875,001)
Cash flows 186,501 9,113 (198,246) (1,799,059) – 312 517,778 (1,283,601)
New leases – (16,053) ––––– (16,053)
Interest expenses – (866) (1,880) (1,010,932) – (341) (7,888) (1,021,907)
Changes in fair values – – – – 364 – – 364
Foreign exchange
adjustments (2,097) 7 – 5,275 – 390 – 3,575
Conversion into
ordinary shares – – – (597,673) 261,673 – 336,000 –
Net debt as at
30 June 2025 1,285,098 (48,517) (200,126) (12,145,429) – (83,649) – (11,192,623)
Net debt as at
31 December 2023 659,335 (17,986) – (8,053,141) – (96,827) (809,245) (8,317,864)
(Unaudited)
Cash flows 177,953 10,63 8––– 18,405 – 206,996
New leases – (18,024) ––––– (18,024)
Interest expenses – (351) – (383,077) – (663) (31,466) (415,557)
Foreign exchange
adjustments 5,142 (37) – (6,504) – (540) – (1,939)
Other changes – 2,45 9––––– 2,459
Net debt as at
30 June 2024 842,430 (23,301) – (8,442,722) – (79,625) (840,711) (8,543,929)
APPENDIX I ACCOUNTANT’S REPORT
– I-103 –


--- page 579 ---
40 CAPITAL COMMITMENTS
Significant capital expenditure commitments are set out below:
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Property plant and equipment 41,419 19,134 14,487 26,154
Intangible assets – – – 925
41,419 19,134 14,487 27,079
41 RELATED PARTY TRANSACTIONS
The founder of the Group is Mr. Wen Zhang.
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party,
or exercise significant influence over the other party in making financial and operating decisions. Parties are also
considered to be related if they are subject to common control or common significant influence.
(a) Save as disclosed elsewhere in this report, the directors of the Company are of the view that the
following parties/companies were related parties that had transaction or balances with the Group:
Name of related parties Relationship with the Group
Mr. Wen Zhang Founder and executive director of the Group
Shanghai Biliren Act in concert with Mr. Wen Zhang
(b) Transactions with related parties:
(i) Key management compensations
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Wages, salaries and bonuses 16,332 16,404 12,540 6,796 6,266
Pension costs – defined contribution
plans 50 102 194 88 111
Other social security costs, housing
benefits and other employee
benefits 71 101 190 119 133
Share-based compensation expenses 38,663 23,542 18,568 16,595 1,897
55,116 40,149 31,492 23,598 8,407
(ii) Proceeds received from related parties for capital contribution
Y ear ended 31 December
Six months ended
30 June
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Mr. Wen Zhang – 2,609 – – –
Shanghai Biliren – 4,164 – – –
– 6,773 – – –
APPENDIX I ACCOUNTANT’S REPORT
– I-104 –


--- page 580 ---
(c) Balances with related parties:
(i) Other receivables
As at 31 December
As at
30 June
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Mr. Wen Zhang (Note 24) 2,609 – – –
Shanghai Biliren (Note 24) 4,164 – – –
6,773 – – –
Other receivables represented receivable for capital contributions due from related parties for subscription of
the Company’s share capital, which was a non-trade receivable in nature. All the outstanding receivable balances
were settled in cash in April 2023.
42 BENEFITS AND INTERESTS OF DIRECTORS
The remuneration of every director for the three years ended 31 December 2022, 2023 and 2024 and the six
months ended 30 June 2024 and 2025 were set out below:
For the year ended 31 December 2022
Name of Directors Fees
Wages and
salaries
Discretionary
bonuses
Share-based
compensation
expenses
Contributions
to pension plan
Housing fund,
medical insurance,
other social
insurance and other
employee benefits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors:
Mr. Wen Zhang (i) – 500 – – – – 500
Mr. Linglan Zhang (ii) – 1,810 1,171 10,417 – – 13,398
Mr. Bing Xiao
(ӽΏ) (iii) – 1,440 500 307 50 71 2,368
Mr. Zhou Hong (iv) – 2,184 1,058 4,227 – – 7,469
Mr. Luting Pan (v) – 2,168 – 1,410 – – 3,578
– 8,102 2,729 16,361 50 71 27,313
Non- executive Director:
Jingguo Liu
(ᄎ຾਷) (vi) – –––– – –
Independent
Non-executive
Directors:
Dr. Y uan Wang
(ˮ๕) (vii) – –––– – –
Mr. Siu Wing Lam
(Ί࿲) (viii) – –––– – –
Ms. Jin Liu ( ᄎᆩ) (ix) – –––– – –
– –––– – –
– 8,102 2,729 16,361 50 71 27,313
APPENDIX I ACCOUNTANT’S REPORT
– I-105 –


--- page 581 ---
For the year ended 31 December 2023
Name of Directors Fees
Wages and
salaries
Discretionary
bonuses
Share-based
compensation
expenses
Contributions
to pension
plan
Housing fund,
medical insurance,
other social
insurance and
other employee
benefits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors:
Mr. Wen Zhang (i) – 2,700 1,000 – – – 3,700
Mr. Linglan Zhang (ii) – 3,761 804 5,120 – – 9,685
Mr. Bing Xiao
(ӽΏ) (iii) – 1,454 425 2,015 43 63 4,000
Mr. Zhou Hong (iv) – 2,067 1,324 1,795 – – 5,186
Mr. Luting Pan (v) – 1,819 505 938 26 38 3,326
– 11,801 4,058 9,868 69 101 25,897
Non-executive
Director:
Jingguo Liu
(ᄎ຾਷) (vi) – –––– – –
Independent
Non-executive
Directors:
Dr. Y uan Wang
(ˮ๕) (vii) – –––– – –
Mr. Siu Wing Lam
(Ί࿲) (viii) – –––– – –
Ms. Jin Liu ( ᄎᆩ) (ix) – –––– – –
– –––– – –
– 11,801 4,058 9,868 69 101 25,897
APPENDIX I ACCOUNTANT’S REPORT
– I-106 –


--- page 582 ---
For the year ended 31 December 2024
Name of Directors Fees
Wages and
salaries
Discretionary
bonuses
Share-based
compensation
expenses
Contributions
to pension
plan
Housing fund,
medical insurance,
other social
insurance and
other employee
benefits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors:
Mr. Wen Zhang (i) – 2,06 7––– – 2 , 0 6 7
Mr. Linglan Zhang (ii) – 2,513 8 1,411 40 56 4,028
Mr. Bing Xiao
(ӽΏ) (iii) – 1,611 – 3,696 64 66 5,437
Mr. Zhou Hong (iv) – 2,115 79 – – – 2,194
Mr. Luting Pan (v) – 1,806 – 531 48 67 2,452
– 10,112 87 5,638 152 189 16,178
Non-executive
Director:
Jingguo Liu
(ᄎ຾਷) (vi) – –––– – –
Independent
Non-executive
Directors:
Dr. Y uan Wang
(ˮ๕) (vii) – –––– – –
Mr. Siu Wing Lam
(Ί࿲) (viii) – –––– – –
Ms. Jin Liu
(ᄎᆩ) (ix) – –––– – –
– –––– – –
– 10,112 87 5,638 152 189 16,178
APPENDIX I ACCOUNTANT’S REPORT
– I-107 –


--- page 583 ---
For the six months ended 30 June 2025
Name of Directors Fees
Wages and
salaries
Discretionary
bonuses
Share-based
compensation
expenses
Contributions
to pension
plan
Housing fund,
medical insurance,
other social
insurance and
other employee
benefits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors:
Mr. Wen Zhang (i) – 1,12 5––– 7 1 , 1 3 2
Mr. Linglan Zhang (ii) – 1,328 3 – 26 36 1,393
Mr. Bing Xiao
(ӽΏ) (iii) – 730 – 1,750 35 35 2,550
Mr. Zhou Hong (iv) – 1,068 65 – – – 1,133
Mr. Luting Pan (v) – 828 – 148 26 23 1,025
– 5,079 68 1,898 87 101 7,233
Non- executive
Director:
Jingguo Liu
(ᄎ຾਷) (vi) – –––– – –
Independent
Non-executive
Directors:
Dr. Y uan Wang
(ˮ๕) (vii) – –––– – –
Mr. Siu Wing Lam
(Ί࿲) (viii) – –––– – –
Ms. Jin Liu ( ᄎᆩ) (ix) – –––– – –
– 5,079 68 1,898 87 101 7,233
APPENDIX I ACCOUNTANT’S REPORT
– I-108 –


--- page 584 ---
For the six months ended 30 June 2024 (Unaudited)
Name of Directors Fees
Wages and
salaries
Discretionary
bonuses
Share-based
compensation
expenses
Contributions
to pension
plan
Housing fund,
medical insurance,
other social
insurance and
other employee
benefits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive Directors:
Mr. Wen Zhang (i) – 1,39 0––– – 1 , 3 9 0
Mr. Linglan Zhang (ii) – 1,157 4 1,411 16 29 2,617
Mr. Bing Xiao
(ӽΏ) (iii) – 880 – 1,962 31 32 2,905
Mr. Zhou Hong (iv) – 1,058 41 – – – 1,099
Mr. Luting Pan (v) – 978 – 292 23 33 1,326
– 5,463 45 3,665 70 94 9,337
Non-executive
Director:
Jingguo Liu
(ᄎ຾਷) (vi) – –––– – –
Independent
Non-executive
Directors:
Dr. Y uan Wang
(ˮ๕) (vii) – –––– – –
Mr. Siu Wing Lam
(Ί࿲) (viii) – –––– – –
Ms. Jin Liu ( ᄎᆩ) (ix) – –––– – –
– –––– – –
– 5,463 45 3,665 70 94 9,337
(i) Mr. Wen Zhang was appointed as executive director since October 2019. He was re-designated as an
executive Director of the Company with effect from the listing date.
(ii) Mr. Linglan Zhang was appointed as executive director in December 2019. Mr. Linglan Zhang was
re-designated as an executive Director with effect from the listing date.
(iii) Mr. Bing Xiao ( ӽΏ) was appointed as a Director in May 2020, and Mr. Xiao was re-designated as an
executive Director with effect from the listing date.
(iv) Mr. Zhou Hong was appointed as a executive Director in July 2020 and re-designated as an executive
Director with effect from the listing date.
(v) Mr. Luting Pan was appointed as a executive Director in November 2020 and re-designated as an
executive Director with effect from the listing date.
(vi) Mr. Jingguo Liu was appointed as a non-executive Director in June 2025 and was re-designated as a
non-executive Director with effect from the listing date.
(vii) Mr. Y uan Wang was appointed as an independent non-executive Director in June 2025 with effect upon
the listing date.
APPENDIX I ACCOUNTANT’S REPORT
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--- page 585 ---
(viii) Mr. Siu Wing Lam was appointed as independent non-executive director in June 2025 with effect upon
the listing date.
(ix) Ms. Jin Liu was appointed as independent non-executive director in June 2025 with effect upon the
listing date.
(x) Mr. Zhifeng Zhou (ࢤMr. Lin Wang (؍and Ms. Shuying Chen (ߵwill cease to be
non-executive directors of the Company with effect from the day before the listing date. They did not
receive any emolument or benefit from the Company during the Track Record Period.
(a) Directors’ retirement and termination benefits
No retirement or termination benefits have been paid to the Company’s directors for the three years ended 31
December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025.
(b) Consideration provided to third parties for making available directors’ services
No consideration was provided to third parties for making available directors’ services during the three years
ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025.
(c) Information about loans, quasi-loans or other dealings in favour of directors, controlled bodies corporate
by and connected entities with such directors
No loans, quasi-loans or other dealings were entered into by the Company in favour of directors, controlled
bodies corporate by and connected entities with such directors during the three years ended 31 December 2022, 2023
and 2024 and the six months ended 30 June 2024 and 2025.
(d) Directors’ material interests in transactions, arrangements or contracts
No significant transactions, arrangements and contracts in relation to the Group’s business to which the Group
was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted
at the end of the years or at any time during the three years ended 31 December 2022, 2023 and 2024 and the six
months ended 30 June 2024 and 2025.
43 CONTINGENCIES
As at 31 December 2022, 2023 and 2024 and 30 June 2025, there was no significant contingency item for the
Group and the Company.
44 SUBSEQUENT EVENTS
(a) As approved by the general shareholders’ meeting held 10 August 2025, Mr. Liang transferred
15,214,150 ordinary shares, equivalent to 304,283 share capital of the Company to Shanghai Biliren at
a consideration of RMB304,000. The additional equity interest in Shanghai Biliren will be further
granted to the Group’s management and employees subsequently by issuing RSUs. The share-based
compensation expenses arising from these new grants will be recorded in the respective financial
reporting periods.
(b) Subsequently from July to August 2025, the Company further entered into a series of investment
contracts with certain investors (“Pre-IPO Round Investors”), pursuant to which, the Pre-IPO Round
Investors agreed to subscribe for the Company’s additional issued 193,309,850 ordinary shares with a
total consideration of RMB1,914,984,000, which will be treated as redemption liabilities due to certain
preferred rights will be granted under certain circumstances. As the date of this report, the Pre-IPO
Round financing has been completed, and all cash consideration has been received.
APPENDIX I ACCOUNTANT’S REPORT
– I-110 –


--- page 586 ---
45 SUMMARY OF OTHER ACCOUNTING POLICIES
45.1 Principals of consolidation
(a) Subsidiaries
Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the Group. They are deconsolidated from the date that control
ceases.
Intra-group transactions, balances and unrealized gains on transactions between group companies are
eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of
the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
(b) Separate financial statements
Investments in subsidiaries are accounted for at cost less impairment. Cost includes direct attributable
costs of investment. The results of subsidiaries are accounted for by the Company on the basis of dividend
received and receivable.
Impairment testing of the investments in subsidiaries is required upon receiving a dividend from these
investments if the dividend exceeds the total comprehensive loss of the subsidiary in the period the dividend
is declared or if the carrying amount of the investment in the separate financial statements exceeds the carrying
amount in the consolidated financial statements of the investee’s net assets including goodwill.
45.2 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the CODM. The
CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been
identified as the Chief Executive Officer that makes strategic decisions.
45.3 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (the “functional currency”). As the
major operations of the Group are within the Chinese Mainland, the Group determined to present the Historical
Financial Information in RMB, which is the Company’s functional currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions
and from the translation of monetary assets and liabilities denominated in foreign currencies at year end
exchange rates are generally recognised in profit or loss.
Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statements
of comprehensive loss, within finance costs. All other foreign exchange gains and losses are presented in the
consolidated statement of comprehensive loss on a net basis within “other (losses)/gains – net”.
Non-monetary items that are measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities
carried at fair value are reported as part of the fair value gain or loss.
APPENDIX I ACCOUNTANT’S REPORT
– I-111 –


--- page 587 ---
(c) Group companies
The results and financial position of foreign operations (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
 assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that
balance sheet;
 income and expenses for each statement of comprehensive loss are translated at average exchange rates
(unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing
on the transaction dates, in which case income and expenses are translated at the rate on the dates of
the transactions); and
 all resulting currency translation differences are recognised in other comprehensive income (“OCI”).
On consolidation, exchange differences arising from the translation of any net investment in foreign
entities are recognised in other comprehensive income.
45.4 Impairment of non-financial assets
Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other
non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of
disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or
groups of assets (cash-generating units). Non-financial assets are reviewed for possible reversal of the impairment
at the end of each reporting period.
45.5 Investments and other financial assets
(a) Classification
The Group classifies its financial assets in the following measurement categories:
 those to be measured subsequently at fair value (either through OCI, or through profit or loss);
and
 those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the
contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For
investments in equity instruments that are not held for trading, this will depend on whether the Group has made
an irrevocable election at the time of initial recognition to account for the equity investment at fair value
through other comprehensive income (FVOCI).
The Group reclassifies debt investments when and only when its business model for managing those
assets changes.
(b) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade date, being the date on
which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to
receive cash flows from the financial assets have expired or have been transferred and the group has transferred
substantially all the risks and rewards of ownership.
APPENDIX I ACCOUNTANT’S REPORT
– I-112 –


--- page 588 ---
(c) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition
of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are
expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether
their cash flows are solely payment of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for
managing the asset and the cash flow characteristics of the asset. There are three measurement
categories into which the Group classifies its debt instruments:
 Amortised cost: Assets that are held for collection of contractual cash flows where those
cash flows represent solely payments of principal and interest are measured at amortised
cost. Interest income from these financial assets is included in other income using the
effective interest rate method. Any gain or loss arising on derecognition is recognised
directly in profit or loss and presented in “other gains/losses, net”, together with foreign
exchange gains and losses. Impairment losses are presented as separate line item in the
consolidated statements of comprehensive loss.
 Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or
FVOCI are measured at fair value through profit or loss. A gain or loss on a debt
investment that is subsequently measured at fair value through profit or loss and is not part
of a hedging relationship is recognized in profit or loss and presented net in the
consolidated statement of comprehensive loss within other gains/losses, net in the period
in which it arises.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s
management has elected to present fair value gains and losses on equity investments in other
comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or
loss following the derecognition of the investment. Dividends from such investments continue to be
recognized in profit or loss as other income when the Group’s right to receive payments is established.
Changes in the fair value of financial assets at fair value through profit or loss are recognized in
the consolidated statement of comprehensive loss. Impairment losses (and reversal of impairment
losses) on equity investments measured at FVOCI are not reported separately from other changes in fair
value.
(d) Impairment
The Group assesses on a forward-looking basis for the expected credit losses on financial assets
(including trade receivables, other receivables, term bank deposits, restricted cash and cash and cash
equivalents), which is subject to impairment under IFRS 9. The impairment methodology applied depends on
whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires
expected lifetime losses to be recognized from initial recognition of the receivables, see Note 3.1(b) for details.
For others, it is measured as either 12-month expected credit losses or lifetime expected credit loss,
depending on whether there has been a significant increase in credit risk since initial recognition. If a
significant increase in credit risk of a receivable has occurred since initial recognition, then impairment is
measured as lifetime expected credit losses.
APPENDIX I ACCOUNTANT’S REPORT
– I-113 –


--- page 589 ---
45.6 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a
legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise
the asset and settle the liability simultaneously. The Group has also entered into arrangements that do not meet the
criteria for offsetting but still allow for the related amounts to be set off in certain circumstances, such as bankruptcy
or the termination of a contract.
45.7 Trade and other payables
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers. Majority of other payables are investment intention fund, deposits, payroll
payables, listing expense payable and other taxes payables etc. Trade and other payables are classified as current
liabilities if payment is due within one year (or in the normal operating cycle of the business if longer). If not, they
are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method.
45.8 Interest income
Interest income from financial assets at FVPL is included in the net fair value gains/(losses) on these assets,
see Note 10 above. Interest income on financial assets at amortised cost and financial assets at FVOCI calculated
using the effective interest method is recognised in profit or loss as part of other income.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial
asset except for financial assets that subsequently become credit-impaired. For credit-impaired financial assets, the
effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss
allowance).
Interest income is presented as finance income where it is earned from financial assets that are held for cash
management purposes, see Note 11 for details. Any other interest income is included in “other income”.
45.9 Provision
Provisions for products and service warranties are recognised when the Group has a present legal or
constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle
the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement
is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of
an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management’s best estimate of the expenditure required to
settle the present obligation at the end of the reporting period. The discount rate used to determine the present value
is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the
liability. The increase in the provision due to the passage of time is recognised as interest expense.
45.10 Dividend income
Dividend income is recognized as other income in profit or loss when the right to receive payment is
established.
45.11 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 relating to costs and expenses are deferred and recognised in the profit or loss over the
period necessary to match them with the costs and expenses that they are intended to compensate.
Government grants relating to the purchase of property, plant and equipment are included in non-current
liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the
related assets.
APPENDIX I ACCOUNTANT’S REPORT
– I-114 –


--- page 590 ---
45.12 Employee benefits
(a) Bonus plans
The expected cost of bonuses is recognized as a liability when the Group has a present legal or
constructive obligation for payment of bonus as a result of services rendered by employees and a reliable
estimate of the obligation can be made. Liabilities for bonus plans are expected to be settled within 1 year and
are measured at the amounts expected to be paid when they are settled.
(b) Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal
retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group
recognizes termination benefits at the earlier of the following dates: (a) when the Group can no longer
withdraw the offer of those benefits; and (b) when the entity recognizes costs for a restructuring that is within
the scope of IAS 37 and involves the payment of terminations benefits. In the case of an offer made to
encourage voluntary redundancy, the termination benefits are measured based on the number of employees
expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period
are discounted to present value.
45.13 Loss per share
(i) Basic loss per share
Basic loss per share is calculated by dividing:
 the loss attributable to owners of the Company, excluding any costs of servicing equity other than
ordinary shares; and
 by the weighted average number of ordinary shares outstanding during the financial year.
(ii) Diluted loss per share
Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into
account:
 the after-income tax effect of fair value gain or loss associated with dilutive potential ordinary
shares; and
 the weighted average number of additional ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary shares.
45.14 Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the
redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest
method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent
that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the
draw-down occurs. To the extent that there is no evidence that it is probable that some or all of the facility will be
drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility
to which it relates.
Borrowings are removed from the consolidated balance sheets when the obligation specified in the contract is
discharged, canceled or expired. The difference between the carrying amount of a financial liability that has been
extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or
liabilities assumed, is recognized in profit or loss as finance costs.
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 reporting period.
APPENDIX I ACCOUNTANT’S REPORT
– I-115 –


--- page 591 ---
45.15 Dividend distribution
Dividend distribution to the Company’s shareholders is recognized as a liability in the Group’s financial
statements in the period in which the dividends are approved by the Company’s shareholders or directors, where
appropriate.
45.16 Investments accounted for using the equity method
(a) Associates
Associates are all entities over which the group has significant influence but not control or joint control.
This is generally the case where the group holds between 20% and 50% of the voting rights. Investments in
associates are accounted for using the equity method of accounting, after initially being recognised at cost.
(b) Equity method
Under the equity method of accounting, the investments are initially recognised at cost and adjusted
thereafter to recognise the group’s share of the post-acquisition profits or losses of the investee in profit or loss,
and the group’s share of movements in other comprehensive income of the investee in other comprehensive
income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in
the carrying amount of the investment.
III SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company or any of the
companies now comprising the Group in respect of any period subsequent to 30 June 2025 and
up to the date of this report. No dividend or distribution has been declared or made by the
Company or any of the companies now comprising the Group in respect of any period
subsequent to 30 June 2025.
APPENDIX I ACCOUNTANT’S REPORT
– I-116 –


--- page 592 ---
The information set out in this Appendix II does not form part of the Accountant’ s Report
from PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, the reporting
accountant of the Company, as set out in Appendix I to this prospectus, and is included herein
for illustrative purpose only.
The unaudited pro forma financial information should be read in conjunction with the
section entitled “Financial Information” in this prospectus and the Accountant’ s Report set out
in Appendix I to this prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE
ASSETS
The following is an illustrative and pro forma statement of adjusted net tangible assets of
the Group prepared in accordance with Rule 4.29 of the Listing Rules is 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 the owners of the Company as at
30 June 2025 as if the Global Offering had taken place on 30 June 2025.
The unaudited pro forma statement of adjusted 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 had the Global Offering been completed
as of 30 June 2025 or any future date. It is prepared based on the consolidated net tangible
liabilities of the Group attributable to the owners of the Company as at 30 June 2025 as derived
from the Accountant’s Report, set out in Appendix I to this prospectus and adjusted as
described below.
Audited
Consolidated
Net Tangible
Liabilities of
the Group
Attributable to
Owners of the
Company as at
30 June 2025
Estimated
Impact
Related to the
Termination
of redemption
rights upon
the Global
Offering
Estimated Net
Proceeds from
the Global
Offering
Unaudited
Pro Forma
Adjusted Net
Tangible Assets
Attributable to
Owners of the
Company as at
30 June 2025
Unaudited Pro Forma Adjusted
Net Tangible Assets per Share
Note 1 Note 2 Note 3 Note 4 Note 5
RMB’000 RMB’000 RMB’000 RMB’000 RMB HK$
Based on an Offer
Price of HK$17.0
per Share (9,104,967) 12,145,429 3,697,956 6,738,418 3.11 3.43
Based on an Offer
Price of HK$19.6
per Share (9,104,967) 12,145,429 4,267,889 7,308,351 3.37 3.71
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 593 ---
Notes:
1. The audited consolidated net tangible liabilities attributable to owners of the Company as at 30 June 2025 is
extracted from the historical financial information contained in the Accountant’s Report set forth in Appendix
I to this prospectus, which is based on the audited consolidated net liabilities of the Group attributable to the
owners of the Company as at 30 June 2025 of approximately RMB8,997,718,000 with an adjustment for the
intangible assets attributable to owners of the Company as at 30 June 2025 of approximately RMB107,249,000.
2. As described in Note 31(i) of the Accountant’s Report set forth in Appendix I to the prospectus, the preferred
rights granted to all investors shall be irretrievably terminated upon the Listing and completion of the Global
Offering. Accordingly, the carrying amount of the related redemption liabilities of RMB12,145,429,000, would
be derecognized and credited to the equity attributed to the owners of the Company as at 30 June 2025.
3. The estimated net proceeds from the Global Offering are based on the indicative Offer Price of HK$17.0 and
HK$19.6 per share after deduction of the estimated underwriting fees and other related expenses payable by
the Company (excluding RMB33,616,000 which had been charged to the consolidated statements of
comprehensive loss up to 30 June 2025), without taking into account any shares which may be issued upon the
exercise of the Offer Size Adjustment Option and the Over-allotment Option or any Shares which may be
issued under the Pre-IPO Employee Incentive Scheme.
4. The unaudited pro forma adjusted consolidated net tangible assets per share are determined after the
adjustments as described in Note 2 above and on the basis that 2,165,668,050 shares are in issue assuming the
Global Offering had been completed on 30 June 2025, without taking into account: (i) The 193,309,850
ordinary shares issued to certain investors with the consideration of RMB1,914,984,000 from July 2025 to
August 2025 as described in Note 44(b) of the Accountant’s Report set forth in Appendix I to the prospectus,
and (ii) any shares which may fall to be issued upon the exercise of the Offer Size Adjustment Option and the
Over-allotment Option. Had such issue of shares to certain investors been taken into account, the unaudited
proforma adjusted net tangible assets per share would be HK$4.04 and HK$4.31, assuming the indicative Offer
Price of HK$17.0 per share and HK$19.6 per share respectively and on the basis that 2,358,977,900 shares are
in issue.
5. By comparing the valuation of the Group’s property interests of RMB62,850,000 as set out in Appendix III to
this prospectus and the net book value of the property as of 30 September 2025, the net revaluation surplus
is approximately RMB763,000, which has not been included in the above consolidated net tangible liabilities
attributable to equity holders of the Company as of 30 September 2025. The revaluation of the Group’s
property interests will not be incorporated in the Group’s financial information. If the revaluation surplus is
to be included in the Group’s financial information, an additional depreciation charge of approximately
RMB29,000 per annum relating to the property interests would be recorded.
6. For the purpose of this unaudited pro forma adjusted net tangible assets, the balances stated in Renminbi are
converted into Hong Kong dollars at a rate of HK$1.00 to RMB0.9078. No representation is made that
Renminbi amounts have been, could have been or may be converted to Hong Kong dollars, or vice versa, at
that rate.
7. No adjustment has been made to the unaudited pro forma adjusted net tangible assets of the Group to reflect
any trading results or other transactions of the Group entered into subsequent to 30 June 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 594 ---
The following is the text of a report received from PricewaterhouseCoopers, Certified
Public Accountants, Hong Kong, for the purpose of incorporation in this prospectus.
INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of Shanghai Biren Technology Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of Shanghai Biren Technology Co., Ltd. (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 of the Group as at
30 June 2025, and related notes (the “Unaudited Pro Forma Financial Information”) as set out
on pages II-1 to II-2 of the Company’s prospectus dated 22 December 2025, in connection with
the proposed initial public offering of the shares of the Company (the “Prospectus”). The
applicable criteria on the basis of which the Directors have compiled the Unaudited Pro Forma
Financial Information are described on pages II-1 to II-2 of the Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to
illustrate the impact of the proposed initial public offering on the Group’s financial position as
at 30 June 2025 as if the proposed initial public offering had taken place at 30 June 2025. As
part of this process, information about the Group’s financial position has been extracted by the
Directors from the Group’s financial information for the six months ended 30 June 2025, on
which an accountant’s report has been published.
Directors’ Responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial
Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to
Accounting Guideline 7, Preparation of Pro Forma Financial Information for Inclusion in
Investment Circulars (“AG7”) issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”).
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the Code of
Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and
professional behaviour.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 595 ---
Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1, Quality
Management for Firms that Perform Audits or Reviews of Financial Statements, or Other
Assurance or Related Services Engagements , issued by the HKICPA, which requires the firm
to design, implement and operate a system of quality management including policies or
procedures regarding compliance with ethical requirements, professional standards and
applicable legal and regulatory requirements.
Reporting Accountant’s Responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the
Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to
you. We do not accept any responsibility for any reports previously given by us on any
financial information used in the compilation of the Unaudited Pro Forma Financial
Information beyond that owed to those to whom those reports were addressed by us at the dates
of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus , issued by the HKICPA. This standard requires
that the reporting accountant plans and performs procedures to obtain reasonable assurance
about whether the Directors have compiled the Unaudited Pro Forma Financial Information in
accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the
HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the Unaudited Pro
Forma Financial Information, nor have we, in the course of this engagement, performed an
audit or review of the financial information used in compiling the Unaudited Pro Forma
Financial Information.
The purpose of unaudited pro forma financial information included in a prospectus is
solely to illustrate the impact of a significant event or transaction on unadjusted financial
information of the entity as if the event had occurred or the transaction had been undertaken
at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any
assurance that the actual outcome of the proposed initial public offering at 30 June 2025 would
have been as presented.
A reasonable assurance engagement to report on whether the unaudited pro forma
financial information has been properly compiled on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the directors
in the compilation of the unaudited pro forma financial information provide a reasonable basis
for presenting the significant effects directly attributable to the event or transaction, and to
obtain sufficient appropriate evidence about whether:
 The related pro forma adjustments give appropriate effect to those criteria; and
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 596 ---
 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 accountant’s judgment, having regard to
the reporting accountant’s understanding of the nature of the company, the event or transaction
in respect of which the unaudited pro forma financial information has been compiled, and other
relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the unaudited pro
forma financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Our work has not been carried out in accordance with auditing standards or other
standards and practices generally accepted in the United States of America or auditing
standards of the Public Company Accounting Oversight Board (United States) or standards and
practices of any professional body in any other overseas jurisdiction and accordingly should
not be relied upon as if it had been carried out in accordance with those standards and practices.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled by the
Directors on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma
Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing
Rules.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, 22 December 2025
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 597 ---
The following is the text of a letter and a valuation certificate prepared for the purpose
of incorporation in this prospectus received from AVISTA V aluation Advisory Limited, an
independent valuer , in connection with its valuation as at 30 September 2025 of the property
interests held by the Company.
Suites 2401-06, 24/F, Everbright Centre, 108 Gloucester Road,
Wan Chai, Hong Kong
㈦㍁㰏㡤ஊ㣛㡭
:  +852 3702 7338                 :  +852 3914 6388
22 December 2025
The Board of Directors
Shanghai Biren Technology Co., Ltd. (ʮ̡)
Unit 1302, 13/F, Building 16,
No. 2388 Chenhang Road,
Minhang District,
Shanghai, PRC
Dear Sirs/Madams,
INSTRUCTIONS
In accordance with the instructions of Shanghai Biren Technology Co., Ltd. (߅
ʮ̡) (the “Company”) and its subsidiaries (hereinafter together referred to as the
“Group”) for us to carry out the valuation of the property interests (the “Property”) located in
the People’s Republic of China (the “PRC”) held by the Company, we confirm that we have
carried out inspection, made relevant enquiries and searches and obtained such further
information as we consider necessary for the purpose of providing you with our opinion of the
market value of the Property as at 30 September 2025 (the “V aluation Date”).
BASIS OF V ALUATION AND V ALUATION STANDARDS
Our valuation is carried out on a market value basis, which is defined by the Royal
Institution of Chartered Surveyors as “ the estimated amount for which an asset or liability
should exchange on the valuation date between a willing buyer and a willing seller in an arm’ s
length transaction, after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion ”.
APPENDIX III PROPERTY V ALUATION REPORT
– III-1 –


--- page 598 ---
In valuing the Property, we have complied with all the requirements set out in Chapter 5
and Practice Note 12 of the Rules Governing the Listing of Securities issued by The Stock
Exchange of Hong Kong Limited (the “Listing Rules”), the RICS V aluation – Global Standards
2024 published by the Royal Institution of Chartered Surveyors (“RICS”) and the International
V aluation Standards published from time to time by the International V aluation Standards
Council.
V ALUATION ASSUMPTIONS
Our valuation of the Property excludes an estimated price inflated or deflated by special
terms or circumstances such as atypical financing, sale and leaseback arrangement, special
considerations or concessions granted by anyone associated with the sale, or any element of
special value or costs of sale and purchase or offset for any associated taxes.
No allowance has been made in our report for any charges, mortgages or amounts owing
on any of the Property valued nor for any expenses or taxation which may be incurred in
effecting a sale. Unless otherwise stated, it is assumed that the Property is free from
encumbrances, restrictions and outgoings of an onerous nature, which could affect their values.
In the course of our valuation of the Property in the PRC, we have relied on the
information provided by the Group and have considered the advice given to the Group by the
their legal advisors, being Fangda Partners (הthe “PRC Legal Advisors”),
regarding the titles to the Property.
In valuing the Property, we have made reference to a legal opinion regarding the Property
provided by the PRC Legal Advisors dated 22 December 2025 (the “PRC Legal Opinion”).
Unless otherwise stated, the Group has legally obtained the land use rights of the Property.
No environmental impact study has been ordered or made. Full compliance with
applicable national, provincial and local environmental regulations and laws is assumed.
V ALUATION METHODOLOGY
The Property has been valued by the income approach. The income approach takes into
considerations of the term value of the property by capitalizing the rental income over the
existing lease terms and the reversionary value by capitalizing the current market rental income
of the property until the end of the land use right terms. The current market rent adopted in
determining the reversionary value is based on the findings of rental comparables in the
locality which share similar characteristics with the subject property. When determining the
parameter of capitalization rate or market yield, reference has been made to the current sale
price and rental income of the properties in the locality which share similar characteristics with
the subject properties. The income approach estimates the value of the property by taking into
consideration the existing rental level and current market condition, without specifically
involving the forecasting of future profits.
APPENDIX III PROPERTY V ALUATION REPORT
– III-2 –


--- page 599 ---
TITLE INVESTIGATION
We have been provided with copies of documents in relation to the title of the Property
in the PRC. Where possible, we have examined the original documents to verify the existing
title to the Property in the PRC and any material encumbrance that might be attached to the
Property or any tenancy amendment. All documents have been used for reference only and all
dimensions, measurements and areas are approximate. In the course of our valuation, we have
made reference to the PRC Legal Opinion given by the PRC Legal Advisors, concerning the
validity of the title of the Property in the PRC.
SITE INVESTIGATION
We have inspected the exteriors and, where possible, the interior of the subject property.
The site inspection was carried out on 19 June 2025 by Turman Cheung (Manager). He has
more than 5 years’ experience in valuation of properties in the PRC.
In the course of our inspection, we did not note any serious defects. However, we have
not carried out an investigation on site to determine the suitability of ground conditions and
services for any development thereon, nor have we conducted structural surveys to ascertain
whether the subject property is free of rot, infestation, or any other structural defects.
Additionally, no tests have been carried out on any of the utility services. Our valuation has
been prepared on the assumption that these aspects are satisfactory. We have further assumed
that there is no significant pollution or contamination in the locality which may affect any
future developments.
SOURCE OF INFORMATION
Unless otherwise stated, we shall rely to a considerable extent on the information
provided to us by the Group, the PRC Legal Advisor, or other professional advisors on such
matters as statutory notices, planning approvals, zoning, easements, tenures, completion date
of buildings, development proposal, identification of the property, particulars of occupation,
site areas, floor areas, matters relating to tenure, tenancies and all other relevant matters.
We have had no reason to doubt the truth and accuracy of the information provided to us
by the Group. We have also sought confirmation from the Group that no material factors have
been omitted from the information supplied. We consider that we have been provided with
sufficient information to reach an informed view and we have no reason to suspect that any
material information has been withheld.
We have not carried out detailed measurements to verify the correctness of the areas in
respect of the property but have assumed that the areas shown on the title documents and
official site plans handed to us are correct. All documents and contracts have been used as
reference only and all dimensions, measurements and areas are approximations. No on-site
measurement has been taken.
APPENDIX III PROPERTY V ALUATION REPORT
– III-3 –


--- page 600 ---
LIMITING CONDITION
Wherever the content of this report is extracted and translated from the relevant
documents supplied in Chinese context and there are discrepancies in wordings, those parts of
the original documents will take prevalent.
CURRENCY
Unless otherwise stated, all monetary amounts stated in this report are in Renminbi
(RMB).
Our valuation certificate is attached below.
Y ours faithfully,
For and on behalf of
A VISTA Valuation Advisory Limited
Vincen t C B Pang
MRICS CF A FCP A FCP A Australia
RICS Registered V aluer
Managing Partner
Note: Mr. Vincen t C B Pang is a member of Royal Institution of Chartered Surveyors (RICS) and a registered valuer
of RICS. He has over 15 years’ experience in valuation of properties including Hong Kong, the PRC, the U.S.,
and East and Southeast Asia.
APPENDIX III PROPERTY V ALUATION REPORT
– III-4 –


--- page 601 ---
V ALUATION CERTIFICATE
Property interests held for investment by the Company in the PRC
No. Property Description and tenure
Particulars of
occupancy
Market value in
existing state as at
30 September 2025
RMB
1. Unit 2601-2624,
North Tower of Hengqin
International Commerce
Center,
No. 3018
Huandao East Road,
Guangdong-Macao
In-Depth Cooperation
Zone in Hengqin,
Xiangzhou District,
Zhuhai City,
Guangdong Province,
the PRC
(ψ
ΥЪਜ
༩3018 ໮ዑೞ਷
ࢭ2601-
2624܃)
The property comprises 24
office units with a total gross
floor area of approximately
2,796.81 sq.m. located on the
26th floor of a 33-storey office
building within a commercial
development, namely Hengqin
International Financial Center
(the “Development”).
The property was held for
investment as at the V aluation
Date.
As advised by the Group, the
property was completed in
2020.
The property is located in
Guangdong-Macao In-Depth
Cooperation Zone, with
approximately 5.9 km to
Zhuhai Changlong Railway
Station, 38.4 km to Zhuhai
Jinwan Airport and 18.0 km to
Hong Kong-Zhuhai-Macau
Bridge Zhuhai Port.
The land use rights of the
property have been granted for
a term expiring on 29 June
2052 for business and financial
use.
The property was
leased to a tenant
for office use as at
the V aluation Date.
62,850,000
(100% interest
attributable to the
Company:
62,850,000)
Notes:
1. Pursuant to a sale and purchase agreement dated 3 August 2021 between Hengqin International
Commerce Center Development Co., Ltd. (ʮ̡) and Zhuhai Biren
Integrated Circuits Co., Ltd. (ʮ̡, “Zhuhai Biren”), in which the Company
holds a direct ownership stake of 100%, the property was contracted to be purchased by Zhuhai Biren
at a total consideration of RMB72,717,060.
APPENDIX III PROPERTY V ALUATION REPORT
– III-5 –


--- page 602 ---
2. Pursuant to 24 Real Estate Ownership Certificates issued by Zhuhai Real Estate Registration Center ( म
ऎ̹ʔਗପ೮াʕː), the land use rights and building ownership of the property have been vested in
Zhuhai Biren with the details as follows:
No. Certificate No. Land Usage
Building
Usage
Expiry
Date
Site
Area
Gross
Floor
Area
(sq.m.) (sq.m.)
1 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051865
Business and
Finance
Office 29 June
2052
3.27 89.15
2 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051934
Business and
Finance
Office 29 June
2052
3.30 89.92
3 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051921
Business and
Finance
Office 29 June
2052
3.33 90.69
4 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051913
Business and
Finance
Office 29 June
2052
3.36 91.46
5 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051891
Business and
Finance
Office 29 June
2052
3.39 92.24
6 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051908
Business and
Finance
Office 29 June
2052
7.55 205.60
7 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051910
Business and
Finance
Office 29 June
2052
4.34 118.25
8 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051907
Business and
Finance
Office 29 June
2052
3.40 92.62
9 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051882
Business and
Finance
Office 29 June
2052
3.40 92.62
10 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051909
Business and
Finance
Office 29 June
2052
4.34 118.25
11 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051906
Business and
Finance
Office 29 June
2052
7.55 205.60
12 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051903
Business and
Finance
Office 29 June
2052
3.40 92.62
13 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051868
Business and
Finance
Office 29 June
2052
3.40 92.62
14 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051900
Business and
Finance
Office 29 June
2052
3.40 92.62
15 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051898
Business and
Finance
Office 29 June
2052
3.40 92.62
16 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051871
Business and
Finance
Office 29 June
2052
3.40 92.62
17 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051893
Business and
Finance
Office 29 June
2052
3.40 92.62
18 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051890
Business and
Finance
Office 29 June
2052
7.55 205.60
APPENDIX III PROPERTY V ALUATION REPORT
– III-6 –


--- page 603 ---
No. Certificate No. Land Usage
Building
Usage
Expiry
Date
Site
Area
Gross
Floor
Area
(sq.m.) (sq.m.)
19 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051876
Business and
Finance
Office 29 June
2052
4.64 126.49
20 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051887
Business and
Finance
Office 29 June
2052
3.62 98.69
21 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051884
Business and
Finance
Office 29 June
2052
3.62 98.69
22 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051883
Business and
Finance
Office 29 June
2052
4.64 126.49
23 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0051880
Business and
Finance
Office 29 June
2052
7.55 205.60
24 Y ue (2022) Zhu Hai Shi Bu
Dong Chan Quan Di No.
0052731
Business and
Finance
Office 29 June
2052
3.42 93.13
Total: 102.67 2,796.81
3. Pursuant to a tenancy agreement, the property had been leased to an independent third party with a total
monthly rent of RMB307,906, exclusive of value-added tax, management fees and utility fees, for a term
with the expiry date on 30 April 2028.
4. We have been provided with the PRC Legal Opinion, which contains, inter alia, the following:
a. Zhuhai Biren has obtained the land use rights of the property under the Real Estate Ownership
Certificates; and
b. There are certain legal deficiencies, as Zhuhai Biren has not applied for lease registration and
filing (ࣩin respect of the tenancy agreement mentioned in Note 3. The relevant
government authorities may require Zhuhai Biren to rectify the situation and may impose fines.
The following facts are pertinent to this matter:
i. Pursuant to the Civil Code, failure to complete lease registration and filing procedures does
not render the relevant lease contract invalid;
ii. According to credit reports issued on 14 February 2025 and 15 August 2025, Zhuhai Biren
has no records of administrative penalties in the field of construction market supervision
during the periods from 1 January 2022 to 31 December 2024, and from 1 July 2024 to 1
July 2025, respectively; and
iii. According to written confirmation provided by the Company, Zhuhai Biren has not been
ordered to rectify the matter. The Company has further confirmed that Zhuhai Biren will
complete the lease registration and filing within a specified timeframe if so required by the
relevant government authorities.
5. In the course of our valuation, we assume that the property is transferable without legal impediment.
6. Our valuation has been made on the following basis and analysis:
In the course of our valuation of the property, we have made reference to various relevant rental
evidence in the locality with characteristics similar to those of the subject property such as nature, use,
size, and accessibility. The adjusted unit rents of the comparables range from RMB100 to RMB150 per
sq.m. per month for office units. The market yield assumed by us is 4.75% for office units, which is
consistent with the prevailing market yields of the property sector, typically ranging from 4.5% to 4.9%.
APPENDIX III PROPERTY V ALUATION REPORT
– III-7 –


--- page 604 ---
This Appendix is mainly providing investors with an overview on the Articles of
Association of our Company. The following information is only a summary, not covering all
the information that may be material to investors.
SHARES AND REGISTERED CAPITAL
The issuance of the shares of our Company shall be conducted in the principle of fairness
and justness, and each share of the same class shall be entitled to equal rights. For shares issued
at the same time and within the same class, it shall be issued in the same conditions and price;
and subscribers shall pay the same price for each share they subscribe. The domestic unlisted
shares issued by our Company shall be deposited at a domestic securities depository and
settlement agency. The overseas listed shares issued by our Company may be deposited in
accordance with applicable laws of Hong Kong and the general practice of securities
registration and depository.
INCREASE/DECREASE, REPURCHASE AND TRANSFER OF SHARES
Increase/Decrease of Shares
According to the needs for the operation and development of our Company, and subject
to applicable laws, administrative regulations, departmental rules, normative documents,
Listing Rules, and requirements by relevant regulatory authorities upon resolution by a
Shareholders’ meeting, our Company may increase its registered capital by any of the
following means:
(1) issuing shares to non-specific objects;
(2) issuing shares to specific objects;
(3) distribution of bonus shares to existing Shareholders;
(4) converting the reserved funds into share capital; or
(5) other means stipulated by applicable laws, administrative regulations, departmental
rules, normative documents, securities regulatory provisions of the stock exchange
listing venue and approved by or filed with the relevant domestic and overseas
securities regulatory authorities.
To reduce its registered capital, our Company shall proceed in compliance with the PRC
Company Law, the Listing Rules, other relevant applicable laws, administrative regulations,
departmental rules, normative documents, securities regulatory provisions of the stock
exchange listing venue and the Articles of Association.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-1 –


--- page 605 ---
Repurchase of Shares
In any of the following circumstances, our Company may repurchase its issued shares in
accordance with the PRC Company Law, the Listing Rules and other relevant applicable laws,
administrative regulations, departmental rules, normative documents, securities regulatory
provisions of the stock exchange listing venue and the Articles of Association and subject to
the registration or filing with the relevant domestic and overseas securities regulatory
authorities:
(1) reducing the registered capital of our Company;
(2) merging with another company holding shares of our Company;
(3) using shares for stock incentive plans and employee stock plans;
(4) acquiring the shares of Shareholders who vote against any resolution adopted at the
Shareholders’ meeting on the merger or demerger of our Company and request our
Company to acquire their shares;
(5) using shares for converting corporate bonds issued by our Company convertible into
shares;
(6) as required for our Company to maintain corporate value and Shareholders’
interests; or
(7) other circumstances approved by applicable laws, administrative regulations,
departmental rules, normative documents, securities regulatory provisions of the
stock exchange listing venue and regulatory authorities.
Any repurchase under circumstances (3), (5) or (6) above, subject to the requirements of
the Listing Rules and the regulatory rules and guidelines of the Hong Kong Stock Exchange,
shall be conducted through open and centralized trading.
A resolution of a Shareholders’ meeting is required for repurchasing shares under
circumstances (1) or (2) above. In accordance with the provisions of the Articles of Association
or the authorization of the Shareholders’ meeting, repurchase of shares under circumstances
(3), (5) or (6) above may be resolved by a resolution of a meeting of the Board with a quorum
of two thirds or more of Directors, unless otherwise provided by the Listing Rules. In
compliance with securities regulatory provisions of the stock exchange listing venue, the
shares acquired under the above circumstance (1), shall be de-registered within ten days from
the date of repurchase; the shares acquired under the above circumstances (2) or (4), shall be
transferred or de-registered within six months; and the shares acquired under the above
circumstances (3), (5) or (6), shall be transferred or de-registered within three years, and the
shares held in total by our Company shall not exceed 10% of total shares issued by our
Company. Where applicable laws, administrative regulations, departmental rules, normative
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-2 –


--- page 606 ---
documents, securities regulatory provisions of the stock exchange listing venue and domestic
and overseas securities regulatory authorities provide otherwise regarding the relevant matters
involved in the aforementioned share repurchase, those provisions shall prevail.
Where our Company acquires its own shares, it shall fulfill its information disclosure
obligations in accordance with applicable laws, administrative regulations, departmental rules,
normative documents, securities regulatory provisions of the stock exchange listing venue and
the relevant requirements of domestic and overseas securities regulatory authorities.
Transfer of Shares
Unless otherwise required by applicable laws, administrative regulations, departmental
rules, normative documents, securities regulatory provisions of the stock exchange listing
venue and the Articles of Association, the fully paid shares of our Company may be transferred
freely. The transfer of overseas listed shares shall be registered with the local Hong Kong share
registrar entrusted by our Company.
Shares issued by our Company prior to the public offering shall not be transferred within
one year from the date our Company’s shares are listed and traded on the Hong Kong Stock
Exchange.
The Directors and senior management of our Company shall report their shareholding in
our Company and changes thereof to our Company, and during their tenure determined at the
time of taking office, the shares transferred by them each year shall not exceed 25% of the total
number of Company shares held by them; the shares held by them shall not be transferred
within one year from the date when the shares of our Company are listed and traded; within
half a year from departure from our Company, the aforesaid persons shall not transfer our
Company shares held by them. If applicable laws, administrative regulations, departmental
rules, normative documents and securities regulatory provisions of the stock exchange listing
venue provide otherwise, such rules shall apply in the principle of strictness.
All transfers of overseas listed shares shall adopt the written transfer instrument in
general or common format or any other form acceptable to the Board (including the standard
transfer format or transfer form prescribed by Hong Kong Stock Exchange from time to time);
the written transfer documents may only be manually signed with signatures, or (if the
transferor or the transferee is a corporation) stamped with valid seals. If the transferor or
transferee of the shares of our Company is a recognized clearing house or its nominee as
defined by the relevant regulations in force from time to time under the laws of Hong Kong,
the written transfer documents may be signed by hand or machine printing. All transfer
documents must be placed at the legal address of our Company, the address of the transfer
office or such other place as the Board may designate from time to time. If our Company
refuses to register the transfer of shares, our Company shall, within two months from the date
of the formal application for transfer, provide the transferor and transferee with a notice of
refusal to register the transfer of the shares.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-3 –


--- page 607 ---
Directors, senior management and Shareholders holding 5% or more of our Company’s
shares who sell shares or other securities of equity nature of our Company held by them within
six months after purchase of the same, or purchase such shares or securities again within six
months after sale of the same, shall have the profits gained returned to our Company, and the
Board shall reclaim such profits. However, this does not apply under circumstances where
securities companies hold 5% or more of the shares due to underwriting and purchasing
remaining shares after sale, or other circumstances stipulated by the CSRC and other domestic
and overseas securities regulatory authorities.
SHAREHOLDERS AND SHAREHOLDERS’ MEETING
Shareholders
Our Company establishes its register of Shareholders based on certificates provided by
the securities registration and clearing institution registrar and the register of Shareholders
shall be the prima facie evidence of share ownership, unless there is evidence to the contrary.
Shareholders enjoy rights and assume obligations according to the class of shares they hold;
each share of the same class shall bear the same rights and obligations.
The Shareholders of our Company shall be entitled to the following rights:
(1) receiving dividends and other forms of interest distribution in proportion to their
shareholdings;
(2) requiring to hold, convening, chairing, attending by person or by proxy a
Shareholders’ meeting pursuant to the laws, and exercising the relevant speaking
right, inquiry right and voting right at the meeting;
(3) supervising, presenting suggestions on or making inquiries about the business
operation of our Company;
(4) transferring, gifting or pledging the shares held by them, in accordance with
applicable laws, administrative regulations, departmental rules, normative
documents, securities regulatory provisions of the stock exchange listing venue and
the Articles of Association;
(5) accessing and replicating the Articles of Association, the register of Shareholders,
minutes of Shareholders’ meeting, resolutions of Board and publicly disclosed
financial data and accounting reports;
(6) participating in the distribution of residual assets of our Company in proportion to
their shareholdings, upon termination or liquidation of our Company;
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-4 –


--- page 608 ---
(7) for Shareholders who vote against any resolution adopted at the Shareholders’
meeting on the merger or demerger of our Company, requesting our Company to
acquire its shares; and
(8) any other rights stipulated by applicable laws, administrative regulations,
departmental rules, normative documents, securities regulatory provisions of the
stock exchange listing venue or the Articles of Association.
In the event that any resolution by the Shareholders’ meeting or the Board meeting
violates applicable laws and administrative regulations, the Shareholders may request people’s
court to invalidate such a resolution. In the event that the convening procedures or voting
means of the Shareholders’ meeting or the Board meeting violate applicable laws,
administrative regulations or the Articles of Association, or any resolution violates the Articles
of Association, Shareholders may request people’s court to withdraw such resolution within
sixty days from the date of resolution, unless there are only minor defects in the convening
procedures or voting means of the Shareholders’ meeting or the Board meeting, which do not
have a material impact on the resolutions. If there is a dispute among the Board, Shareholders,
or the relevant parties regarding the validity of a Shareholders’ meeting resolution, the
concerned parties shall promptly file a lawsuit with the people’s court. Before the people’s
court issues a judgment or ruling to withdraw such resolution, the relevant parties shall
implement the resolution. Our Company, the Directors and senior management shall diligently
perform their duties to ensure normal operations of our company.
If the people’s court has made a judgment or ruling on relevant matters, our Company
shall perform information disclosure obligations pursuant to the provisions of applicable laws,
administrative regulations, department rules, normative documents, securities regulatory
provisions of the stock exchange listing venue, and domestic and foreign securities regulatory
requirements, fully explain the impact and actively cooperate with the execution after the
judgment or ruling takes effect. If any prior matters require rectification, our Company shall
promptly address them and fulfill corresponding information disclosure obligations.
The Shareholders of our Company shall undertake the following obligations:
(1) abiding by applicable laws, administrative regulations, departmental rules,
normative documents, securities regulatory provisions of the stock exchange listing
venue and the Articles of Association;
(2) making payment according to the number of shares subscribed for and the manners
of subscription;
(3) not withdrawing the shares, unless otherwise stipulated by applicable laws,
administrative regulations, departmental rules, normative documents, securities
regulatory provisions of the stock exchange listing venue and the Articles of
Association;
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-5 –


--- page 609 ---
(4) not abusing Shareholder’s rights to harm the interests of our Company or other
Shareholders; not abusing the independent legal person status of our Company and
the limited liability of Shareholders to harm the interests of our Company’s
creditors; and
(5) any other obligations stipulated by applicable laws, administrative regulations,
departmental rules, normative documents, securities regulatory provisions of the
stock exchange listing venue and the Articles of Association.
Any Shareholder who abuses Shareholder’s rights causing losses to our Company or other
Shareholders shall be liable for compensation pursuant to the laws. Any Shareholder who
abuses the independent legal person status of our Company and the limited liability of
Shareholders to evade debts and severely infringe upon the interests of our Company’s
creditors shall be held jointly and severally liable for our Company’s debts.
Controlling Shareholder and Actual Controller
The controlling Shareholder and actual controller of our Company shall exercise their
rights and perform their obligations pursuant to the provisions of applicable laws,
administrative regulations, department rules, normative documents, securities regulatory
provisions of the stock exchange listing venue, and domestic and foreign securities regulatory
requirements, protect the interests of our Company.
The controlling Shareholder and actual controller of our Company shall comply with the
following provisions:
(1) exercise shareholder rights in accordance with the law, and shall not abuse
controlling rights or use connected relationships to harm the legitimate rights and
interests of our Company or other shareholders;
(2) strictly fulfill all public statements and commitments made, and shall not arbitrarily
modify or waive them;
(3) strictly perform information disclosure obligations in accordance with relevant
regulations, actively cooperate with our Company in information disclosure work,
and promptly inform our Company of any major events that have occurred or are
planned to occur;
(4) shall not occupy Company’s funds in any form;
(5) shall not compel, direct, or require our Company and its personnel to provide illegal
or non-compliant guarantees;
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-6 –


--- page 610 ---
(6) shall not use our Company’s undisclosed material information for personal gain,
disclose any undisclosed material information related to our Company in any form,
or engage in illegal or non-compliant activities such as insider trading, short-swing
trading, or market manipulation;
(7) shall not harm the legitimate rights and interests of our Company and other
Shareholders through non-arm’s length connected transactions, profit distribution,
asset restructuring, external investments, or any other means;
(8) ensure our Company’s asset integrity, personnel independence, financial
independence, organizational independence, and business independence, and shall
not affect our Company’s independence in any way; and
(9) Other provisions stipulated by applicable laws, administrative regulations,
department rules, normative documents, securities regulatory provisions of the stock
exchange listing venue and the Articles of Association.
If our Company’s controlling shareholder or actual controller does not serve as a director
but de facto manages our Company’s affairs, the provisions of the Articles of Association
regarding directors’ fiduciary duties and duty of diligence shall apply. If our Company’s
controlling shareholder or actual controller instructs a director or senior management personnel
to engage in conduct that harms the interests of our Company or its Shareholders, such
controlling shareholder or actual controller shall bear joint and several liability with such
director or senior management personnel.
General Rules for Shareholders’ Meetings
The Shareholders’ meeting is composed of all shareholders. The Shareholders’ meeting is
the organ of authority of our Company, and shall duly exercise the following functions and
powers:
(1) to elect and remove any Director (not including employee representative(s)), and to
determine the remuneration of the relevant Directors;
(2) to review and approve the reports of the Board;
(3) to review and approve our Company’s profit distribution plans and loss recovery
plans;
(4) to resolve on our Company’s increase/decrease of registered capital;
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-7 –


--- page 611 ---
(5) to resolve on our Company’s issuance of bonds or any class of shares, warrants and
other similar securities as well as the listing;
(6) to resolve on our Company’s merger, division, spin-off, dissolution, liquidation or
change of its corporate form;
(7) to amend the Articles of Association;
(8) to decide on the engagement or dismissal of the accounting engaged for the
Company’s audit services firm and the audit fee of the accounting firm;
(9) to review and approve the motions proposed by Shareholder(s) individually or
jointly holding at least 1% voting shares of our Company;
(10) to review and approve the relevant transactions and guarantee matters required to be
resolved by the Shareholders’ meeting as specifically provided in the Articles of
Association;
(11) to review and approve transactions between our Company and its connected persons
that meet the requirements for approval by the Shareholders’ meeting under Listing
Rules;
(12) to review and approve our Company’s purchase or disposals of material assets
accumulated within one year in the amount exceeding 30% of the latest audited total
assets of our Company;
(13) to review and approve the change in the use of raised proceeds;
(14) to review and approve the stock incentive plans and employee stock plans;
(15) to adopt resolutions on certain acquisition of our Company’s own shares by itself
due to the circumstances as specifically provided in the Articles of Association; and
(16) other matters to be decided by Shareholders’ meeting under applicable laws,
administrative regulations, departmental rules, normative documents, securities
regulatory provisions of the stock exchange listing venue and the Articles of
Association.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-8 –


--- page 612 ---
There are two types of Shareholders’ meetings, namely annual Shareholders’ meeting and
extraordinary Shareholders’ meeting. The annual Shareholders’ meeting shall be convened
once a year and shall be held within six months from the end of last accounting year.
The extraordinary Shareholders’ meeting shall be convened within two months from the
date of occurrence of any of the following events:
(1) the number of Directors is less than two-thirds of the quorum required by the PRC
Company Law, or less than two-thirds of the quorum required by the Articles of
Association;
(2) the outstanding losses of our Company account for one-third of our Company’s total
paid-up share capital;
(3) Shareholder(s) individually or jointly holding at least 10% shares of our Company
send(s) a written request for meeting;
(4) the Board deems necessary;
(5) the Audit Committee proposes to convene the meeting;
(6) two or more independent non-executive Directors propose to convene the meeting;
or
(7) other circumstances under applicable laws, administrative regulations, departmental
rules, normative documents, securities regulatory provisions of the stock exchange
listing venue or the Articles of Association.
The motions proposed by the convener shall be included in the agenda of the
Shareholders’ meeting under circumstances (3), (4) or (5) above.
Convening of Shareholders’ Meetings
The Board shall convene the Shareholders’ meeting within the prescribed time limit. With
the consent of a simple majority of all independent non-executive Directors, independent
Non-Executive Directors may propose to convene an extraordinary Shareholders’ meeting. In
accordance with applicable laws, administrative regulations, departmental rules, normative
documents, securities regulatory provisions of the stock exchange listing venue and the
Articles of Association, the Board shall provide written feedback on whether to agree or
disagree with the proposal to convene such extraordinary Shareholders’ meeting within ten
days after receiving the proposal. In the event the Board agrees to convene an extraordinary
Shareholders’ meeting, the Board shall issue an extraordinary Shareholders’ meeting notice
within five days of making its resolutions. In the event that the Board declines to convene an
extraordinary Shareholders’ meeting, the Board shall specify the reasons and make an
announcement.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-9 –


--- page 613 ---
The Audit Committee may propose in writing to convene an extraordinary Shareholders’
meeting. In accordance with applicable laws, administrative regulations, departmental rules,
normative documents, securities regulatory provisions of the stock exchange listing venue and
the Articles of Association, the Board shall provide written feedback on whether to agree or
disagree with the proposal to convene such extraordinary Shareholders’ meeting within ten
days after receiving the proposal. In the event the Board agrees to convene an extraordinary
Shareholders’ meeting, the Board shall issue an extraordinary Shareholders’ meeting notice
within five days of making its resolutions, and any changes to the original proposal in such
notice shall be agreed upon by the Audit Committee. In the event that the Board declines to
convene an extraordinary Shareholders’ meeting or fails to respond within ten days, it shall be
deemed to be unable or to fail to fulfill its duty to convene a Shareholders’ meeting and then
the Audit Committee may convene and preside over the meeting on its own.
Shareholder(s) individually or jointly holding 10% or more of shares may request in
writing to convene an extraordinary Shareholders’ meeting to the Board and specify the subject
of the meeting. In accordance with applicable laws, administrative regulations, departmental
rules, normative documents, securities regulatory provisions of the stock exchange listing
venue, the Articles of Association and the relevant rules of procedure for the meeting, the
Board shall provide written feedback on whether to agree or disagree with the request to
convene such extraordinary Shareholders’ meeting within ten days after receiving the request.
In the event the Board agrees to convene an extraordinary Shareholders’ meeting, the Board
shall issue an extraordinary Shareholders’ meeting notice within five days of making its
resolutions, and any changes to the original request in such notice shall be agreed upon by the
requesting Shareholder(s). In the event that the Board declines to convene an extraordinary
Shareholders’ meeting or fails to respond in writing within ten days after receiving the request,
Shareholder(s) individually or jointly holding 10% or more of shares may request in writing to
convene an extraordinary Shareholders’ meeting to the Audit Committee. In the event the Audit
Committee agrees to convene an extraordinary Shareholders’ meeting, the Audit Committee
shall issue an extraordinary Shareholders’ meeting notice within five days of receiving such
request, and any changes to the original request in such notice shall be agreed upon by the
requesting Shareholder(s). In the event that the Audit Committee fails to issue the notice within
the time limit, it shall be deemed to fail to convene and chair a Shareholders’ meeting, and then
the Shareholder(s) individually or collectively holding 10% or more of shares for at least ninety
consecutive days may convene and chair the meeting on its/their own.
In the event of the Audit Committee or the Shareholder(s) convening and holding a
Shareholders’ meeting on its/their own, the necessary expenses incurred for such meeting shall
be borne by our Company, which may be recovered by deducting the amount from any sums
due to any defaulting director(s) by our Company.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-10 –


--- page 614 ---
Notice of Shareholders’ Meetings
To hold an annual Shareholders’ meeting, the convener shall notify all Shareholders by
announcement twenty-one days in advance. To hold an extraordinary Shareholders’ meeting,
the convener shall notify all Shareholders by announcement ten business days or fifteen days
(whichever is longer) in advance. If applicable laws, administrative regulations, departmental
rules, normative documents, securities regulatory provisions of the stock exchange listing
venue and the Articles of Association provide otherwise, such rules shall apply. The period
shall exclude the date on which the meeting is convened.
The notice of Shareholders’ meeting shall be made in writing (including paper documents
or electronic documents that meet the requirements of the relevant regulatory rules of the
listing venue) and include the following:
(1) the time, place and duration of meeting;
(2) convening method of the meeting;
(3) matters and proposals submitted to the meeting for review;
(4) If any Director, general manager or other senior officer has a material interest in the
matter to be discussed at the meeting, the nature and degree of interest shall be
disclosed; if the influence of the matter to be discussed on such a Director, general
manager or other senior officer in their capacity as Shareholders is different from the
influence on other Shareholders, such difference shall be explained;
(5) meeting materials necessary for Shareholder’s voting;
(6) explain in conspicuous words that all Shareholders have the right to attend the
Shareholders’ meeting and may appoint a proxy in writing to attend the meeting and
participate in the vote, and the Shareholder proxy need not be a Shareholder of our
Company;
(7) state the time and address of delivery of the power of attorney for the voting proxy;
(8) share registration date of the Shareholders entitled to attend the Shareholders’
meeting;
(9) the convener and chair of a meeting, the proposer of an extraordinary Shareholders’
meeting and the proposer’s written proposal;
(10) name and telephone number of the permanent contact person for conference affairs;
(11) time and voting procedures for online or other method of voting; and
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-11 –


--- page 615 ---
(12) the notice and supplementary notice shall contain information as required by Listing
Rules and the Articles of Association and shall fully, completely and accurately
disclose the specific contents of all proposals and all the information or explanations
necessary for the Shareholders to make reasonable judgment on the proposed
matters. In case the opinions of independent non-executive Directors are necessary
for matters to be discussed, the opinions and reasons given by independent
non-executive Directors shall be disclosed at the same time when the Shareholders’
meeting notice or supplementary notice is issued.
Proposals at Shareholders’ Meetings
When our Company convenes a Shareholders’ meeting, the Shareholder(s) individually or
jointly holding 1% or more of shares of our Company are entitled to put forward new proposals
to our Company and submit them in writing to the convener ten days in advance, and the
convener of the Shareholders’ meeting shall issue a supplemental notice of Shareholders’
meeting, announcing the contents of the new proposals, within two days after receiving such
proposals, and submit the new proposals to the Shareholders’ meeting for deliberation;
provided however, that this shall not apply if the interim proposals contravene the provisions
of applicable laws, administrative regulations, department rules, normative documents,
securities regulatory provisions of the stock exchange listing venue, or the Articles of
Association or fall outside the scope of authority of the Shareholders’ meeting.
Proxy at Shareholders’ Meetings
A Shareholder may appoint one or more persons (such persons need not be Shareholders)
as proxies to attend and vote within the authorization scope on the Shareholders behalf.
The power of attorney issued by any Shareholder for appointing a proxy to attend the
Shareholders’ meeting shall include the instructions to vote for, vote against or abstain from
each matter to be discussed as listed in the agenda of the Shareholders’ meeting etc..
Where the appointing Shareholder dies, loses the capacity to act, withdraws the power of
attorney, withdraws the authorization to sign the power of attorney or where the relevant shares
have been assigned before voting, the vote made by the proxy so appointed shall be still valid,
as long as our Company did not receive a notice in writing of such events before meeting.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-12 –


--- page 616 ---
Resolutions of Shareholders’ Meetings
There are two kinds of resolutions made at Shareholders’ meeting, namely ordinary
resolutions and special resolutions. Ordinary resolutions shall be approved by more than half
of voting rights held by the Shareholders attending the Shareholders’ meeting. Special
resolutions shall be approved by above two-thirds of the voting rights held by Shareholders
attending the Shareholders’ meeting.
A Shareholder or proxy shall exercise its voting rights pertaining to the voting shares held
by it when voting at Shareholders’ meeting, and each share shall have one vote. When voting
on shares, Shareholders (including their proxies) with two or more voting rights are not
required to cast all their votes in favor, against or in abstention on a proposal. However, there
is no voting rights attached to the shares held by our Company, and such portion of shares shall
not be included in the total number of shares with voting rights at Shareholders’ meeting.
When the matters of connected transactions (as defined in the Listing Rules) are reviewed
at Shareholders’ meeting, connected Shareholders or their close associates (as defined in the
Listing Rules) shall not vote, and the number of voting shares held by them shall not be
included in the total number of valid votes. The announcement on resolution of Shareholders’
meeting shall fully disclose the voting results of non-connected Shareholders. Before the
Shareholders’ meeting reviews connected transactions, our Company shall determine the scope
of connected Shareholders in accordance with applicable laws, administrative regulations,
departmental rules, normative documents, normative documents and securities regulatory
provisions of the stock exchange listing venue. Connected Shareholders or their proxies may
attend the Shareholders’ meeting and express their views to the attending Shareholders in
accordance with the meeting procedures.
The following matters shall be approved by ordinary resolutions at the Shareholders’
meeting:
(1) the work report of the Board;
(2) the profit distribution plan and plan for covering losses formulated by the Board;
(3) the election and removal of members of the Board (not being employee
representative(s)) and their remunerations and the method of payment thereof;
(4) the engagement or dismissal of the accounting firm and the audit fee of the
accounting firm;
(5) the relevant transactions and guarantee matters required to be resolved by the
Shareholders’ meeting as specifically provided in the Articles of Association;
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-13 –


--- page 617 ---
(6) connected transactions between our Company and its connected persons that meet
the requirements for approval by the Shareholders’ meeting under the Listing Rules;
(7) change in the use of raised proceeds;
(8) the equity stock incentive plans and employee stock plans; and
(9) other matters to be decided by the Shareholders’ meeting other than those required
to be approved by a special resolution under applicable laws, administrative
regulations, departmental rules, normative documents, securities regulatory
provisions of the stock exchange listing venue and the Articles of Association.
The following matters shall be approved by special resolutions at the Shareholders’
meeting:
(1) the increase or decrease of share capital of our Company;
(2) the issuance of any class of shares, warrants and other similar securities as well as
the listing of our Company (provided that such matters have not been delegated to
the Board by the Shareholders’ meeting);
(3) the division, spin-off, merger, or the change of corporate form of our Company;
(4) the termination, dissolution or liquidation of our Company;
(5) the amendment to the Articles of Association;
(6) the purchase, disposals of material assets or provision of guarantees to others
accumulated within one year in the amount exceeding 30% of latest audited total
assets of our Company;
(7) resolutions on certain acquisition of our Company’s own shares by itself due to the
circumstances as specifically provided in the Articles of Association; and
(8) any other matters to be approved by extraordinary resolutions as required by
applicable laws, administrative regulations, departmental rules, normative
documents, securities regulatory provisions of the stock exchange listing venue and
the Articles of Association as well as other matters that are determined by the
ordinary resolutions of the Shareholders’ meeting to have a significant impact on our
Company and require to be approved by special resolutions.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-14 –


--- page 618 ---
DIRECTORS AND THE BOARD OF DIRECTORS
Directors
The Directors of our Company shall be natural persons.
Non-employee representative Directors shall be elected or replaced at Shareholders’
meeting, for a tenure of three years. Employee representatives on the Board shall be
democratically elected by the Company’s employees through employee representative
assemblies, employee general meeting or other forms. Upon the expiration of his tenure, a
Director may be re-elected and serve consecutive terms.
The tenure of a Director shall be from the date of appointment to the expiry of tenure of
the current Board. If a Director’s tenure expires but an alternate Director is not elected in time,
then before the alternate Director holds office, the original Director shall still perform the
duties as Director, in accordance with applicable laws, administrative regulations,
departmental rules, normative documents, securities regulatory provisions of the stock
exchange listing venue and the Articles of Association.
A Director may propose resignation before expiry of tenure, by filing a resignation report
in writing to our Company. The resignation is effective on the date our Company receives the
resignation report, and our Company will disclose the relevant information within the time
limit specified by applicable laws, administrative regulations, departmental rules, normative
documents and securities regulatory provisions of the stock exchange listing venue. Directors
shall not evade their responsibilities through resignation or other means. If the resignation of
a Director causes the number of board members to be less than the quorum, then before the
alternate Director holds office, the original Director shall still perform the duties as Director
under applicable laws, administrative regulations, departmental rules, normative documents,
securities regulatory provisions of the stock exchange listing venue and the Articles of
Association.
A Shareholders’ meeting may resolve to remove a Director. The removal takes effect on
the date of the resolution made. If, without proper reason, a Director is removed before expiry
of tenure, he/she may request compensation from our Company.
Chairman
The Board shall have one chairman and may have vice chairmen, who shall be elected by
more than half of Directors with a tenure of three years and may be re-elected and serve
consecutive terms.
The chairman of the Board shall exercise the following powers and functions:
(1) leading the Board and ensuring the effective operation of the Board;
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-15 –


--- page 619 ---
(2) presiding over Shareholders’ meetings, convening and presiding over Board
meetings, formulating and approving the agenda for each Board meeting, taking into
account any matters proposed to be added to the agenda by other Directors where
appropriate, and ensuring that all Directors at the Board meeting are properly
informed of such matters;
(3) supervising and inspecting the implementation of resolutions of the Board;
(4) signing the securities issued by our Company;
(5) nominating candidates for our Company’s general manager, chief executive officer
(CEO), co-chief executive officer (Co-CEO), chief technology officer (CTO),
secretary to the Board, and other senior officers excluding executive deputy general
manager and chief financial officer to the Board, provided that all such
appointments shall be subject to the final decision of the Board;
(6) ensuring that Directors receive adequate information in a timely manner and that
such information is accurate, clear, complete and reliable;
(7) ensuring that appropriate measures are taken to maintain effective liaison with
Shareholders and ensuring that Shareholders’ opinions can be conveyed to the entire
Board;
(8) ensuring that good corporate governance practices and procedures are formulated by
our Company;
(9) encouraging dissenting Directors to express their concerned matters, providing
adequate time to discuss these matters, and ensuring that the resolutions of the
Board can fairly reflect the consensus of the Board;
(10) examining and approving other matters beyond the scope of authorities of the
Shareholders’ meeting, the Board and the general manager prescribed by applicable
laws, administrative regulations, departmental rules, normative documents,
securities regulatory provisions of the stock exchange listing venue or the Articles
of Association; and
(11) other duties granted by the Board.
Where the chairman is incapable of performing or fails to perform its duties, such duties
shall be performed by the vice chairman (if there are two or more vice chairmen, the vice
chairman jointly elected by a majority of Directors shall perform its duties); where the vice
chairman is incapable of performing of fails to perform its duties, such duties shall be
performed by a Director jointly elected by a majority of Directors.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-16 –


--- page 620 ---
Board
Our Company sets up the Board, composed of 9 Directors. Directors of our Company
shall be divided into executive Directors, non-executive Directors and independent non-
executive Directors. The number of independent non-executive Directors shall account for at
least one-third of the total number of the Board and shall be no less than three.
The Board shall exercise the following functions and powers:
(1) convening the Shareholders’ meeting and submitting work reports to the
Shareholders’ meetings;
(2) implementing resolutions of the Shareholders’ meetings;
(3) determining the operating plans and investment schemes of our Company;
(4) formulating the profit distribution plan and loss makeup plan of our Company;
(5) formulating our Company’s plans for increase or decrease of the registered capital,
issuance of corporate bonds or other securities, or listing plans;
(6) contemplating the plans for major acquisitions, share repurchase, merger, division,
dissolution or change of corporate form of our Company;
(7) deciding, to the extent authorized by the Shareholders’ meeting, our Company’s
external investment, acquisition and sale of assets, mortgage of assets, external
guarantee, entrusted management of wealth, connected transactions, external
donations and other matters;
(8) deciding on the setup of internal management bodies of our Company;
(9) deciding on the appointment or dismissal of our Company’s general manager, chief
executive officer (CEO), co-chief executive officer (Co-CEO), chief technology
officer (CTO), secretary to the Board, and other senior officers excluding executive
deputy general manager and chief financial officer according to the nomination by
the chairman; and deciding on their remuneration, reward and punishment; deciding
on the appointment or dismissal of the executive deputy general manager, chief
financial officer, according to the nomination by the general manager, and deciding
on their remuneration, reward and punishment;
(10) formulating the fundamental management systems of our Company;
(11) formulating the stock incentive plans and employee stock plans;
(12) formulating the modification plan of the Articles of Association;
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-17 –


--- page 621 ---
(13) managing the information disclosure of our Company;
(14) proposing to the Shareholders’ meeting the engagement or replacement of the
accounting firm which provides audit services to our Company;
(15) hearing the work reports by the general manager of our Company and inspecting the
work performed by the general manager;
(16) resolving on certain acquisition of our Company’s own shares by itself due to the
circumstances as specifically provided in the Articles of Association; and
(17) any other functions and powers granted by applicable laws, administrative
regulations, departmental rules, normative documents, securities regulatory
provisions of the stock exchange listing venue, the Articles of Association or the
Shareholders’ meeting.
Upon the consent of more than half of the Board, the chairman may be authorized to
exercise certain functions and powers of the Board when it is not in session, which shall be
determined by the Board resolutions. However, major matters of our Company shall be decided
collectively by the Board. The statutory functions and powers that should be exercised by the
Board shall not be delegated to the chairman, the general manager or others.
The Board shall explain to Shareholders’ meeting about the non-standard audit opinions
issued by the CPA firm against the financial statements of our Company.
The Board may hold two kinds of meetings, namely regular meetings and interim
meetings. The Board shall hold at least four regular meetings per year, approximately once
every quarter, convened by the chairman. The chairman shall hold at least one meeting
annually with the independent non-executive Directors without the presence of other Directors.
The notice and relevant documents for the regular meeting shall be delivered to all Directors
at least fourteen days prior to the date of regular meetings (excluding the day on which the
meeting is held) for the purpose of enabling all Directors to attend the meeting.
The notice of interim meetings shall be sent to all Directors five days prior to the date of
interim meetings by fax, e-mail, or other means. In an emergency requiring the Board to hold
an interim meeting as soon as possible, the notice of meeting may be given by telephone or
other oral means, provided that the convener shall make explanations at the meeting. With the
consent of all Directors of our Company, the notification time limit specified as the foregoing
may be waived.
A meeting of the Board may not be held without more than half of Directors being
present. To determine whether a quorum of the meeting exists, any Director who or whose close
associates (as defined in the Listing Rules) has an interest in or has a connection with any
matter to be resolved at the meeting or is required to abstain from voting according to the
Listing Rules shall not be counted.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-18 –


--- page 622 ---
Every Director may cast one vote. A motion at the meeting of the Board may be passed
as resolution by a simple majority of all Directors unless otherwise required by the Articles of
Association, and any Director who or whose close associates (as defined in the Listing Rules)
has an interest in or has a connection with any matter to be resolved at the meeting, or is
required to abstain from voting according to the Listing Rules shall abstain from voting, nor
shall they exercise voting rights on behalf of other Directors.
Where there is a tie of votes cast both for and against a resolution, the chairman shall have
the right to cast one more vote.
Directors shall attend Board meetings in person or actively participate in Board meetings
through electronic means. A Director who is unable to attend a meeting for any reason shall
appoint another Director to attend a Board meeting on its behalf in writing, and the appointed
Director shall issue the power of attorney to the Board. The appointed Director shall exercise
the rights as Director within the scope of authorization. The failure of a Director to attend a
Board meeting in person or by proxy shall be deemed as forfeiting his/her voting rights at such
meeting.
The independent non-executive Directors shall perform their duties seriously pursuant to
the provisions of applicable laws, administrative regulations, department rules, normative
documents, securities regulatory provisions of the stock exchange listing venue, the Articles of
Association, and domestic and foreign securities regulatory requirements, play a role of
participation in decision-making, supervision, checks and balances and professional
consultancy in the Board, safeguard our Company’s overall interests and protect the legitimate
rights and interests of minority Shareholders.
Board Special Committees
Audit Committee
The Board shall establish an Audit Committee to exercise the powers and functions of the
supervisory committee as prescribed by the PRC Company Law. The Audit Committee shall
comprise at least three members, all of whom must be non-executive Directors and may not
serve as senior management of our Company. A majority shall be independent non-executive
Directors, and at least one member shall be an independent non-executive Director who
possesses either (i) an appropriate professional qualification recognized under the Hong Kong
Listing Rules or (ii) appropriate accounting or related financial management expertise. The
chairman must be an independent non-executive Director. In addition, more than half of the
members may not hold any position in our Company other than that of Director and may not
have any relationship with our Company that could affect their independent and objective
judgment. Employee representative Directors on the Board may serve on the Audit Committee.
A former partner of our Company’s current external auditor is ineligible to serve on the Audit
Committee for two years from the later of (1) the date he or she ceased to be a partner of the
audit firm, or (2) the date he or she no longer holds any financial interest in the firm.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-19 –


--- page 623 ---
Nomination Committee and Remuneration Committee
The Board shall establish a Nomination Committee and a Remuneration Committee,
which shall perform their duties in accordance with the Articles of Association and the Board’s
authorisation. Proposals adopted by these committees shall be submitted to the Board for
decision. The Board shall adopt detailed rules governing each committee’s work.
The Nomination Committee shall be chaired by the Chairman of the Board or an
independent non-executive Director; a majority of its members shall be independent non
executive Directors and it shall include at least one Director of a different gender.
The Remuneration Committee shall be chaired by an independent non-executive Director;
a majority of its members shall be independent non-executive Directors.
General Manager and Other Senior Management
Our Company shall have one general manager and may have executive deputy general
manager(s) who shall be appointed or dismissed by the Board. Our Company’s senior
management is composed of general manager, executive deputy general manager, chief
executive officer (CEO), co-chief executive officer (Co-CEO), chief technology officer (CTO),
chief financial officer and secretary to the Board.
The term of office of the general manager shall be three years and may be re-elected and
serve consecutive terms.
The general manager shall be responsible to the Board, and exercises the following
functions and powers:
(1) take charge of the production, operation and management of our Company, organize
the implementation of resolutions made at Board meetings and report to the Board;
(2) organize the implementation of the annual operation plan and investment plan of our
Company;
(3) contemplate the internal management setup plan of our Company;
(4) contemplate the fundamental management system of our Company;
(5) formulate the specific rules and regulations of our Company;
(6) propose to the Board the appointment or dismissal of the executive deputy general
manager or the chief financial officer;
(7) appoint or dismiss a manager other than those who should be appointed or dismissed
by the Board; and
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-20 –


--- page 624 ---
(8) other duties authorized by the Articles of Association or the Board;
The general manager and secretary to the Board shall attend Board meetings.
The senior management shall faithfully perform his/her duties and safeguard the
maximum interest of our Company and all Shareholders. If the senior management fails to
faithfully perform their duties or violate their integrity obligations, causing damage to the
interest of our Company and the public Shareholders, they shall bear compensation liability in
accordance with the law.
Eligibility and Obligations of Directors, and Senior Management
Any of the following persons shall not act as Director, general manager or other senior
management of our Company:
(1) who has no or limited civil capacity;
(2) who was sentenced for corruption, bribery, embezzlement or misappropriation of
properties or destruction of the order of socialist market-oriented economy; or who
was deprived of political rights due to any crime, and the execution of such
deprivation has expired for no more than five years, and for those who have been
declared on probation, the probation period has expired for no more than two years;
(3) who acted as director, factory manager, manager of a company or enterprise in
bankruptcy liquidation, and was personally liable for the bankruptcy of such a
company or enterprise, and a three-year period has not elapsed since the completion
of bankruptcy liquidation of such company or enterprise;
(4) who acted as the legal representative of a company or enterprise whose business
license was revoked, or which was ordered to close down due to violation of law and
who is personally liable, and a three-year period has not elapsed since the revocation
of the business license or the closure of such company or enterprise;
(5) who has a significant amount of due and outstanding debts and was listed as
dishonest person subjected to enforcement by the people’s court;
(6) who has been barred from the securities market by the CSRC for a certain period of
time and such period has not expired yet;
(7) who has been publicly determined by the stock exchange of the listing venue to be
not suitable to serve as a Director or senior management of a listed company, and
the period has not expired; or
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-21 –


--- page 625 ---
(8) any other circumstances stipulated by applicable laws, administrative regulations,
departmental rules, normative documents and securities regulatory provisions of the
stock exchange listing venue.
The Directors shall comply with applicable laws, administrative regulations, departmental
rules, normative documents, securities regulatory provisions of the stock exchange listing
venue and the Articles of Association and assume the duty of loyalty to our Company. The
Directors shall take steps to avoid their own interests conflicting with our Company’s interests
and may not take advantage of position to seek improper benefits. Such duties of loyalty
include:
(1) shall not offer bribery or accept other illegal income by using his or her powers and
position
(2) shall not embezzle our Company’s property or misappropriate our Company’s funds;
(3) shall not open accounts in his/her own name or in the names of others to deposit
funds or assets of our Company;
(4) shall not lend our Company’s funds to others or pledge Company’s properties in
favor of others in violation of the Articles of Association or without the approval of
the Shareholders’ meeting or the Board;
(5) shall not accept commission for transactions with our Company as personal gains;
(6) shall not take advantage of duty to seek business opportunities for themselves or
others that would have been directed to our Company, except for those that our
Company may not take the advantage of as resolved by the Board or the
Shareholders’ meeting or as stipulated by applicable laws, administrative
regulations, departmental rules, normative documents, securities regulatory
provisions of the stock exchange listing venue and the Articles of Association;
(7) shall not engage in business similar to those of our Company for themselves or
others, without the approval of the Board or the Shareholders’ meeting in accordance
with the Articles of Association;
(8) shall not conclude any contract or trade directly or indirectly with our Company
without the approval of the Board or the Shareholders’ meeting in accordance with
the Articles of Association; these provisions shall apply to the close relatives of
Directors or enterprises directly or indirectly controlled by their close relatives, as
well as connected persons with other connections with Directors where they
conclude contracts or conduct transactions with our Company;
(9) shall not disclose any confidential information involving our Company without
authorization;
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-22 –


--- page 626 ---
(10) shall not impair the interests of our Company through connected relationship; and
(11) other loyalty obligations provided under applicable laws, administrative regulations,
departmental rules, normative documents, securities regulatory provisions of the
stock exchange listing venue and the Articles of Association.
The senior management assume the aforementioned duty of loyalty.
The Directors shall comply with applicable laws, administrative regulations, departmental
rules, normative documents, securities regulatory provisions of the stock exchange listing
venue and the Articles of Association and assume the duty of diligence to our Company. When
performing duties, the Directors shall exercise reasonable care as a manager for the best
interest of our Company. Such duties of diligence include:
(1) shall exercise the powers granted by our Company carefully, faithfully and
diligently to ensure the business carried out by our Company is in compliance with
applicable laws, administrative regulations, departmental rules, normative
documents, securities regulatory provisions of the stock exchange listing venue and
economic policies of the state, and such business activities are within the scope of
business scope specified in our Company’s business license;
(2) shall treat all Shareholders equally;
(3) shall stay informed with the business and operation of our Company timely;
(4) shall sign the written confirmation opinions on our Company’s regular reports, and
ensure that the information disclosed by our Company is true, accurate, and
complete;
(5) shall provide relevant information and materials to the Audit Committee truthfully
and shall not hinder the Audit Committee from performing their duty; and
(6) other diligence obligations in accordance with applicable laws, administrative
regulations, departmental rules, normative documents, securities regulatory
provisions of the stock exchange listing venue and the Articles of Association.
The senior management assume the aforementioned obligations.
FINANCIAL ACCOUNTING POLICY
Our Company formulates the financial and accounting system according to applicable
laws, administrative regulations, departmental rules, normative documents and securities
regulatory provisions of the stock exchange listing venue.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-23 –


--- page 627 ---
The Board shall submit the financial reports prepared by our Company as required by
applicable laws, administrative regulations, departmental rules, normative documents as well
as securities regulatory provisions of the stock exchange listing venue to Shareholders at each
annual Shareholders’ meeting. Our Company shall not establish other accounting books other
than those required by laws. Our Company’s assets shall not be deposited into any account
opened in the name of any individual person.
The financial report shall be made available for Shareholders’ inspection twenty days
prior to the annual Shareholders’ meeting. The foregoing financial report shall include the
Board report, the balance sheet (including various documents as required to be attached by the
PRC or other applicable laws, administrative regulations, department rules, normative
documents and securities regulatory provisions of the stock exchange listing venue) and the
profit and loss statement (income statement) or income and expenditure statement (cash flow
statement) or a financial summary report approved by the Hong Kong Stock Exchange
(provided that there will be no violation of applicable PRC laws, administrative regulations,
departmental rules or normative documents).
Our Company shall publish the financial reports at international or Hong Kong
accounting standards twice each accounting year, that is, publish the annual report within four
months from the end of said accounting year, and publish the interim report within three
months from the end of the first six months of an accounting year. Our Company shall publish
the annual performance announcement within three months from the end of an accounting year
and publish the interim performance announcement within two months from the end of the first
six months of an accounting year. Our Company shall prepare the above-mentioned annual
report and interim report in accordance with applicable laws, administrative regulations,
departmental rules, normative documents and the securities regulatory provisions of the stock
exchange listing venue, and report, disclose and/or submit the annual report and interim report
and other documents to Shareholders. If the relevant laws, administrative regulations,
departmental rules, normative documents, securities regulatory provisions of the stock
exchange listing venue, or the domestic and overseas securities regulatory authorities provide
otherwise, such provisions shall prevail.
PROFITS DISTRIBUTION
To distribute after-tax profits for the current year, our Company shall allocate 10% of
profits for the statutory reserves of our Company. If the cumulative amount of statutory
reserves exceeds 50% of the registered capital of our Company, no further allocation is
required. If the statutory reserves are insufficient to make up for previous losses, then our
Company shall firstly make up for previous losses with current profits, before any allocation
is made to the statutory reserves in accordance with the preceding sentence.
After foregoing provision for statutory reserves, our Company may also draw
discretionary reserves from after-tax profits, subject to the resolution of the Shareholder’s
meeting.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-24 –


--- page 628 ---
The remaining after-tax profits after loss makeup and provisions for reserves shall be
distributed to Shareholders in proportion to their shareholding percentages, except for those
that are not distributed in proportion to the shareholding percentages as stipulated in the
Articles of Association.
If the Shareholder’s meeting breaches the PRC Company Law and distributes profits to
Shareholders before losses are made up and the statutory reserves are drawn, then Shareholders
shall refund the distributed profits to our Company in violation of the foregoing provisions.
Where such violation causes losses to our Company, Shareholders and duty-bound Directors
and senior officers shall be jointly and severally liable for compensation.
The shares held by our Company per se shall not participate in the profit distribution.
The reserves of our Company are used to make up losses, expand business, or increase
the registered capital of our Company. To make up for our Company’s losses, the discretionary
reserves and statutory reserves should be used first; if it is still unable to make up for it, the
capital reserves can be used in accordance with relevant provisions.
When the statutory reserves are converted into capital, the remaining amount of said
reserves shall not be less than 25% of the registered capital of our Company before such
conversion.
After the Shareholders’ meeting of the Company has resolved on the profit distribution
plan, the Board shall complete the distribution of dividends within six months from the date
of the Shareholders’ meeting.
The holder of any shares shall be entitled to interest on amounts paid in advance of a call
by our Company, provided that no Shareholder shall have the right to participate in dividends
declared after such advance payment in respect of the prepaid amount.
Our Company shall appoint a collection agent for the holders of overseas listed shares,
who shall receive the dividends and other payables of our Company in respect of overseas
listed shares, on behalf of said Shareholders.
The collection agent appointed by our Company shall meet the requirements of laws of
Hong Kong and the relevant regulations of Hong Kong Stock Exchange.
The collection agent appointed by our Company for the holders of overseas shares listed
in Hong Kong Stock Exchange shall be a trust company registered under the Trustee Ordinance
of Hong Kong.
Subject to the relevant laws and Listing Rules, our Company may forfeit any dividend
unclaimed, provided that such power of forfeiture shall not be exercised before the expiration
of its applicable limitation period.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-25 –


--- page 629 ---
Our Company also has the power to terminate the delivery of a dividend warrant by post
to a holder of offshore listed shares; provided that our Company may exercise such power of
termination only if the cash on such dividend warrant is not withdrawn consecutively two times
or more. However, our Company may also exercise this power if the dividend warrant has been
returned undelivered to the recipient on the first attempt.
Our Company has the right to issue warrants to bearer holders. No new warrant shall be
issued to replace a lost warrant unless it is reasonably assured that the original warrant has been
lost. Our Company shall have the power to sell the shares of offshore listed Shareholders who
have been unable to contact in such a manner as the Board may think appropriate, provided,
however, that:
(1) dividends are distributed onto such shares at least three times within twelve years,
but such dividends are unclaimed in such period; and
(2) upon expiration of the twelve-year period, our Company shall publish a public
announcement on one or more newspapers in Hong Kong, specifying the intention
to sell such shares, and shall notify the Hong Kong Stock Exchange.
ENGAGEMENT OF ACCOUNTING FIRM
Our Company shall engage an independent accounting firm in compliance with relevant
state regulations, to conduct accounting statement auditing, net asset verification and other
related consulting services. The engagement period is one year and can be renewed.
The accounting firm engaged by our Company is entitled to the following rights:
(1) to access the books of accounts, records, or vouchers of our Company at any time,
and require the Directors, general manager, or other senior management of our
Company to provide related information and explanations;
(2) to require our Company to take all reasonable measures to obtain from its
subsidiaries all information and notes required for said accounting firm to perform
its duties; and
(3) to attend Shareholders’ meeting, receive the notice of meeting accessible to any
Shareholder, or other information related to the meeting, and make a speech at any
Shareholders’ meeting in respect of any matter involving its role as the accounting
firm of our Company.
If any position of the accounting firm is vacant, the Board may appoint an accounting firm
to fill up such a vacancy before the convening of the Shareholders’ meeting. Any other
accounting firm which has been engaged by our Company may continue to act during the
period when such a vacancy exists.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-26 –


--- page 630 ---
The Shareholders’ meeting may, by means of an ordinary resolution, dismiss any
accounting firm prior to the expiration of its term of office, notwithstanding the terms in the
contract between the accounting firm and our Company, but without prejudice to such
accounting firm’s right, if any, to claim damages from our Company in respect of such
dismissal.
The engagement, removal or dismissal of an accounting firm and the remuneration of the
accounting firm shall be decided by an ordinary resolution of the Shareholders’ meeting. The
Board shall not engage an accounting firm prior to the decision by the Shareholders’ meeting.
Our Company shall send fifteen-day prior notice to the accounting firm, in order to
dismiss or not to reappoint the accounting firm, and the said accounting firm is entitled to give
opinions when the Shareholders’ meeting votes on the dismissal of the same. The accounting
firm, in order to resign, shall make representations regarding whether our Company has any
improper affairs to the Shareholders’ meeting.
MERGER AND DIVISION OF OUR COMPANY
The merger of our Company may take two forms: merger by absorption or merger by new
establishment.
If our Company merges with a company in which it holds ninety percent or more of the
shares, the merger does not require a resolution of the shareholders’ meeting of the merged
company, but other shareholders must be notified and have the right to request our Company
to purchase their shares at a reasonable price.
If the consideration for the merger does not exceed ten percent of our Company’s net
assets, a resolution of the Shareholders’ meeting is not required, unless otherwise provided by
the Articles of Association, securities regulatory provisions of the stock exchange listing venue
and domestic and foreign securities regulatory authorities.
Mergers conducted in accordance with the preceding two paragraphs without a resolution
of the Shareholders’ meeting must be approved by a resolution of the Board.
In a merger of our Company, all parties to the merger shall sign the merger agreement and
shall prepare their respective balance sheets and inventory lists of assets. Our Company shall
notify its creditors within ten days from the date of passing the merger resolution and make a
public announcement in newspaper or on the National Enterprise Credit Information Publicity
System and the website of the Hong Kong Stock Exchange within thirty days from the date of
passing the merger resolution. Upon the merger, the creditors’ rights and the indebtedness of
each merging party shall be assumed by the surviving entity or the newly established company
resulting from the merger.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-27 –


--- page 631 ---
Where our Company is to be divided, its assets shall be divided accordingly. In the event
of the division of our Company, the parties to such division shall prepare a balance sheet and
a list of assets. Our Company shall notify its creditors within ten days from the date of the
resolution on such division and shall make a public announcement in newspaper or on the
National Enterprise Credit Information Publicity System and the website of the Hong Kong
Stock Exchange within thirty days from the date of the resolution on such division. The
post-division company shall be jointly and severally liable for the pre-division debts of our
Company, unless provided otherwise in a written agreement pertaining to the payment of debts
between our Company and its creditors prior to the division.
Where our Company undergoes a merger or division, changes in the particulars of our
Company shall be registered with our Company registration authorities in accordance with the
laws. Where our Company is dissolved, cancellation of its registration shall be conducted in
accordance with the laws. Where a new company is established, it shall be registered in
accordance with the laws.
DISSOLUTION AND LIQUIDATION OF OUR COMPANY
Our Company shall be dissolved upon the occurrence of any of the following events:
(1) expiry of the valid term of the business or the occurrence of other events of
dissolution as stated in the Articles of Association;
(2) a resolution for dissolution is passed by a Shareholders’ meeting;
(3) dissolution is necessary due to a merger or division of our Company;
(4) our Company is revoked of business license, ordered to close or canceled according
to law; or
(5) serious difficulties arise in the operation and management of our Company and its
continued existence would cause material loss to the interests of the Shareholders
and such difficulties cannot be resolved through other means, in which case
Shareholders holding at least 10% of the voting rights may petition a people’s court
to dissolve our Company.
Where our Company is dissolved in accordance with the provisions of items (1), (2), (4)
and (5) above, it shall be liquidated. The Directors shall be the obligors of our Company’s
liquidation and shall form a liquidation committee to carry out the liquidation within fifteen
days from the date on which the cause of dissolution arises. The members of the liquidation
committee shall comprise Directors, unless otherwise provided in the Articles of Association
or as resolved by a Shareholders’ meeting to elect others persons. If a liquidation committee
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-28 –


--- page 632 ---
is not established within the time period or a liquidation is not carried out after the
establishment of the liquidation committee, the interested parties may apply to the people’s
court to designate relevant personnel to establish a liquidation committee to proceed with the
liquidation.
The liquidation committee shall exercise the following functions and powers during the
period of liquidation:
(1) to dispose of the property of our Company, and to prepare a balance sheet and a list
of properties;
(2) to inform creditors by notice and public announcement;
(3) to dispose of unfinished business of our Company relating to the liquidation;
(4) to pay up all outstanding taxes and tax arising during the liquidation process;
(5) to clear up claims and debts;
(6) to distribute the residual properties of our Company after the full settlement of
debts; and
(7) to represent our Company in civil litigation.
The liquidation committee shall notify the creditors within ten days after its establishment
and publish announcements in the newspaper or on the National Enterprise Credit Information
Publicity System within sixty days. Creditors shall, within thirty days from the date of
receiving the notice; or for creditors who do not receive the notice, within forty-five days from
the date of the public announcement, declare their claims to the liquidation committee.
The creditor shall provide a description and supporting evidence of matters relating to
their claims. The liquidation committee shall register the creditors’ claims.
The liquidation committee shall not make any debt settlement during the period of
declaration of claims.
A liquidation plan shall be formulated by the liquidation committee after the stocktaking
of our Company’s assets has been carried out and the balance sheet and a detailed inventory
of assets have been formulated and shall be submitted to the Shareholders’ meeting or people’s
court for confirmation.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-29 –


--- page 633 ---
The assets of our Company shall be applied for liquidation in the following order:
payment of liquidation expenses, staff wages, social insurance expenses and statutory
compensation, payment of outstanding taxes, and payment of our Company’s debts. The
residual assets of our Company after settlement of all liabilities in accordance with the
provisions of the preceding sentence shall be distributed to the Shareholders of our Company
in proportion to their shareholdings.
During the liquidation period, our Company shall continue to exist but shall not carry out
business activities unrelated to the liquidation. Before our Company’s debts have been fully
repaid in accordance with the provisions of the preceding paragraph, no assets of our Company
shall be distributed to its Shareholders.
Where the liquidation committee, having examined our Company’s assets and having
prepared a balance sheet and an inventory of assets, discovers that our Company’s assets are
insufficient to pay its debts in full, it shall immediately apply to the people’s court for a
bankruptcy liquidation. Once the people’s court has accepted a bankruptcy application, the
liquidation committee shall turn over any matters regarding the liquidation to the bankruptcy
administrator designated by the people’s court.
Following the completion of liquidation, the liquidation committee shall formulate a
report on liquidation, which shall be submitted to the Shareholders’ meeting or the people’s
court for confirmation. The liquidation committee shall also submit the aforesaid documents to
our Company registration authority and apply for cancellation of registration of our Company.
AMENDMENT TO THE ARTICLES OF ASSOCIATION
Under one of the following circumstances, our Company shall amend the Articles of
Association:
(1) when the Articles of Association contradict the newly implemented amendments of
PRC Company Law, the Listing Rules and any other applicable laws, administrative
regulations, departmental rules, normative documents and securities regulatory
provisions of the stock exchange listing venue;
(2) due to any change, when the information of our Company is inconsistent with the
matters set forth in the Articles of Association; or
(3) when the Shareholders’ meeting has made a resolution to amend the Articles of
Association.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-30 –


--- page 634 ---
In the event that the amendment to the Articles of Association adopted by the
Shareholders’ meeting needs to be approved by the competent authority, our Company shall
seek approval from relevant authority and if it involves company registration matters, change
registration shall be handled in accordance with the law. The Board shall follow such
resolutions by the Shareholders’ meeting and the approval opinions of relevant authority when
amending the Articles of Association.
In the event that an amendment to the Articles of Association qualifies as required
disclosure under applicable laws, administrative regulations, departmental rules, normative
documents and securities regulatory provisions of the stock exchange listing venue, such
amendment should be publicly announced.
APPENDIX IV SUMMARY OF ARTICLES OF ASSOCIATION
– IV-31 –


--- page 635 ---
FURTHER INFORMATION ABOUT OUR COMPANY
Incorporation
Our Company was established as a limited liability company in the PRC on September 9,
2019 and was converted into a joint stock limited company on September 8, 2023 under the
laws of the PRC. As of the Latest Practicable Date, the registered share capital of our Company
was RMB42,225,702.
Our Company has established a place of business in Hong Kong at Room 1919, 19/F, Lee
Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong and has been registered as a
non-Hong Kong company in Hong Kong under Part 16 of the Companies Ordinance on August
24, 2023. Mr. Chun Ho TSANG (Ⴔ) has been appointed as our authorized representative
in Hong Kong and agent for the acceptance of service of process in Hong Kong whose
correspondence address is the same as our place of business.
As we are established in the PRC, our corporate structure and Articles of Association are
subject to the relevant laws and regulations of the PRC. A summary of the relevant provisions
of our Articles of Association is set out in “Appendix IV – Summary of Articles of
Association.”
Changes in Share Capital of Our Company and Our Subsidiaries
On September 9, 2019, our Company was incorporated with a registered capital of
RMB10 million.
The following sets out the changes in the share capital of our Group during the two years
immediately preceding the date of this Prospectus:
(a) On June 13, 2024, the registered capital of Shanghai Biren Info increased from
RMB60,000,000 to RMB150,000,000.
(b) On July 26, 2024, the registered capital of Shanghai Biren Info increased from
RMB150,000,000 to RMB220,000,000.
(c) On February 24, 2025, (i) the registered capital of Beijing Biren increased from
RMB50,000,000 to RMB100,000,000; (ii) the registered capital of Hangzhou Biren
increased from RMB20,000,000 to RMB50,000,000; and (iii) the registered capital
of Guangzhou Biren increased from RMB20,000,000 to RMB30,000,000.
(d) On March 20, 2025, the registered capital of Guangzhou Biren increased from
RMB30,000,000 to RMB60,000,000.
(e) On June 11, 2025, the issued share capital of our Company increased from
32,916,380 shares to 36,571,086 shares.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-1 –


--- page 636 ---
(f) On June 20, 2025, the issued share capital of our Company increased from
36,571,086 shares to 38,359,505 shares.
(g) On June 25, 2025, our Company resolved to conduct a share subdivision pursuant
to which each share of the Company was split on a one-for-fifty basis, and the
nominal value of the shares of the Company was changed from RMB1.0 each to
RMB0.02 each. Immediately after the share subdivision, the registered share capital
of the Company was changed to RMB38,359,505 with 1,917,975,250 Shares in a
nominal value of RMB0.02 each.
(h) On August 22, 2025, the issued share capital of our Company increased from
1,917,975,250 Shares to 2,111,285,100 Shares.
For more details, see “History, Development and Corporate Structure – Corporate
Development and Major Shareholding Changes”. Save as aforesaid, as of the Latest Practicable
Date, there had been no alterations of the share capital of our Company and subsidiaries within
the two years preceding the date of publication of this Prospectus.
A summary of the corporate information and the particulars of our subsidiaries in Note 12
to the Accountant’s Report set out in Appendix I to this Prospectus.
Corporate Reorganization
Our Company has not gone through any corporate reorganization. For details of the
history and development of our Company, see “History, Development and Corporate
Structure.”
Resolutions of our Shareholders
Pursuant to a general meeting held on June 25, 2025, among other things, our
Shareholders resolved that:
(a) the issuance by our Company of the H Shares of nominal value of RMB0.02 each
and such H Shares being listed on the Hong Kong Stock Exchange;
(b) the number of H Shares to be issued shall not be more than 25% of the total issued
share capital of our Company as enlarged by the Global Offering, and the grant to
the underwriters (or their representatives) of the Over-allotment Option of not more
than 15% of the number of H Shares issued pursuant to the Global Offering;
(c) authorization of the Board to handle all matters relating to, among other things, the
Global Offering, the issue and listing of the H Shares;
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-2 –


--- page 637 ---
(d) subject to the completion of the Global Offering, the granting of a general mandate
to the Board to repurchase H Shares issued on the Stock Exchange with an aggregate
number of not exceeding 10% of the number of the total number of H Shares in issue
as at the date of the completion of the Global Offering (excluding additional H
Shares which may be issued pursuant to the exercise of the Over-allotment Option
and treasury shares, if any);
(e) subject to the completion of the Global Offering, the granting of a general mandate
to the Board to allot and issue Shares at any time within a period up to the date of
the conclusion of the next annual general meeting of the Shareholders or the date on
which the Shareholders pass a special resolution to revoke or change such mandate,
whichever is earlier, upon such terms and conditions and for such purposes and to
such persons as the Board in their absolute discretion deem fit, and to make
necessary amendments to the Articles of Association, provided that, the number of
Shares to be issued shall not exceed 20% of the number of the H Shares in issue as
at the date of the completion of the Global Offering (excluding additional H Shares
which may be issued pursuant to the exercise of the Over-allotment Option and
treasury shares, if any); and
(f) subject to the completion of the Global Offering, the conditional adoption of the
Articles of Association, which shall become effective on the Listing Date and the
authorization of the Board to amend the Articles of Association in accordance with
relevant laws and regulations and upon the request from the Stock Exchange and
relevant PRC regulatory authorities.
Explanatory Statement on Repurchase of Our Own Securities
The following paragraphs include, among others, certain information required by the
Stock Exchange to be included in this Prospectus concerning the repurchase of our own
securities.
(a) Reasons for repurchase
The Board considered that the repurchase of the Shares would be beneficial to and in the
best interests of the Company and its Shareholders as a whole. It can strengthen the investors’
confidence in the Company and promote a positive effect on maintaining the Company’s
reputation in the capital market. Such repurchases will only be made when the Board believes
that such repurchases will benefit the Company and its Shareholders as a whole.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-3 –


--- page 638 ---
(b) Exercise of the general mandate to repurchase Shares
Subject to the passing of the special resolution approving the grant of the general mandate
to repurchase Shares at annual general meetings, the Board will be granted general mandate to
repurchase Shares until the end of the relevant period. The general mandate to repurchase
Shares would expire on the earlier of:
(i) the conclusion of the next annual general meeting of the Company to be held after
the Listing of which time it shall lapse unless, by special resolutions passed at that
meeting, the authority is renewed, either conditionally or subject to conditions; or
(ii) the revocation or variation of the mandate under the resolution by a special
resolution at any general meeting of the Company.
Furthermore, we need to complete registration and approval procedures with relevant
government authorities for the actual grant of the repurchase mandate to the Board, as
applicable. The exercise in full of the general mandate to repurchase H Shares (on the basis of
1,120,964,824 H Shares in issue as of the Listing Date, without taking into account any
additional H Shares which may be issued pursuant to the exercise of the Offer Size Adjustment
Option, and on the basis that no H Shares will be allotted and issued or repurchased by the
Company on or prior to the date of the next annual general meeting to be held after the Listing)
would result in a maximum of 112,096,482 H Shares being repurchased by the Company during
the relevant period, being the maximum of 10% of the H Shares in issue as of the Listing Date
(excluding additional H Shares which may be issued pursuant to the exercise of the
Over-allotment Option and treasury shares, if any).
(c) Source of funds
In repurchasing its Shares, the Company intends to apply funds from the Company’s
internal resources (which may include surplus funds and retained profits) legally available for
such purpose in accordance with the Articles of Association and the applicable laws, rules and
regulations of the PRC. The Company is empowered by its Articles of Association to
repurchase its Shares. Any Shares to be repurchased will be cancelled or kept as treasury shares
if allowed by the Articles of Association and applicable laws and regulations. The Company
may not purchase securities on the Stock Exchange for a consideration other than cash or for
settlement otherwise than in accordance with the trading rules of the Stock Exchange from time
to time.
(d) Suspension of repurchase
A listed company shall not repurchase its shares on the Stock Exchange at any time after
inside information has come to its knowledge until the information is made publicly available.
In particular, during the period of 30 days immediately preceding the earlier of: (i) the date of
the board meeting (as such date is first notified to the Stock Exchange in accordance with the
Listing Rules) for the approval of the company’s results for any year, half-year, quarterly or
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-4 –


--- page 639 ---
any other interim period (whether or not required under the Listing Rules); and (ii) the deadline
for the issuer to announce its results for any year or half-year under the Listing Rules, or
quarterly or any other interim period (whether or not required under the Listing Rules), until
the date of the results announcement, the company may not repurchase its shares on the Stock
Exchange unless there are exceptional circumstances.
(e) Close associates and core connected persons
None of our Directors or, to the best of their knowledge having made all reasonable
inquiries, any of their close associates have a present intention, in the event the general
mandate to repurchase Shares is approved, to sell any Shares to our Company.
No core connected person of our Company has notified our Company that they have a
present intention to sell Shares to our Company, or have undertaken to do so, if the general
mandate to repurchase Shares is approved.
(f) Status of repurchased Shares
Any Shares to be repurchased will be cancelled or kept as treasury shares, subject to the
Articles of Association, the Listing Rules and any other applicable laws and regulations.
(g) Takeover implications
If, as a result of any repurchase of Shares, a Shareholder’s proportionate interest in the
voting rights of our Company increases, such increase will be treated as an acquisition for the
purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting
in concert could obtain or consolidate control of our Company and become obliged to make a
mandatory offer in accordance with Rule 26 of the Takeovers Code.
Save as aforesaid, our Directors are not aware of any consequences which would arise
under the Takeovers Code as a consequence of any repurchases pursuant to the general mandate
to repurchase Shares.
(h) General
On the basis of the current financial position as disclosed in this Prospectus and taking
into account the current working capital position, the Directors consider that, if the general
mandate to repurchase Shares were to be exercised in full, it might have a material adverse
effect on the working capital and/or the gearing position of our Company as compared with the
position disclosed in this Prospectus. However, our Directors do not propose to exercise the
general mandate to repurchase Shares to such an extent as would have a material and adverse
effect on our working capital or gearing position.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-5 –


--- page 640 ---
The Directors will exercise the power of the Company to make purchases pursuant to the
proposed resolution in accordance with the Listing Rules and the laws of the PRC. The
explanatory statement nor the general mandate to repurchase Shares has any unusual features.
FURTHER INFORMATION ABOUT OUR BUSINESS
Summary of Material Contracts
We have entered into the following contracts (not being contracts entered into in the
ordinary course of business) within the two years immediately preceding the date of this
Prospectus that are or may be material:
(a) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, 3W Fund Management Limited, China International Capital
Corporation Hong Kong Securities Limited, Ping An of China Capital (Hong Kong)
Company Limited, BOCI Asia Limited and Ping An Securities (Hong Kong)
Company Limited to subscribe for H Shares at the Offer Price in an aggregate
amount of the Hong Kong dollar equivalent of US$80.0 million;
(b) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, QM120 Limited, China International Capital Corporation Hong Kong
Securities Limited, Ping An of China Capital (Hong Kong) Company Limited, BOCI
Asia Limited and Ping An Securities (Hong Kong) Company Limited to subscribe
for H Shares at the Offer Price in an aggregate amount of the Hong Kong dollar
equivalent of US$15.0 million;
(c) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, QM125 Limited, China International Capital Corporation Hong Kong
Securities Limited, Ping An of China Capital (Hong Kong) Company Limited, BOCI
Asia Limited and Ping An Securities (Hong Kong) Company Limited to subscribe
for H Shares at the Offer Price in an aggregate amount of the Hong Kong dollar
equivalent of US$20.0 million;
(d) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Aspex Master Fund, China International Capital Corporation Hong
Kong Securities Limited, Ping An of China Capital (Hong Kong) Company Limited,
BOCI Asia Limited and Ping An Securities (Hong Kong) Company Limited to
subscribe for H Shares at the Offer Price in an aggregate amount of the Hong Kong
dollar equivalent of US$30.0 million;
(e) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, WT Asset Management Limited, China International Capital
Corporation Hong Kong Securities Limited, Ping An of China Capital (Hong Kong)
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-6 –


--- page 641 ---
Company Limited, BOCI Asia Limited and Ping An Securities (Hong Kong)
Company Limited to subscribe for H Shares at the Offer Price in an aggregate
amount of the Hong Kong dollar equivalent of US$30.0 million;
(f) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Hao Great China Focus Fund, China International Capital
Corporation Hong Kong Securities Limited, Ping An of China Capital (Hong Kong)
Company Limited, BOCI Asia Limited and Ping An Securities (Hong Kong)
Company Limited to subscribe for H Shares at the Offer Price in an aggregate
amount of the Hong Kong dollar equivalent of US$20.0 million;
(g) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Ping An of China Asset Management (Hong Kong) Company Limited
(ʕ਷̻τ༟ପ၍ଣ(ಥ)ʮ̡) (acts as the investment manager for Ping An
Life Insurance Company of China, Ltd. (ʮ̡)), China
International Capital Corporation Hong Kong Securities Limited, Ping An of China
Capital (Hong Kong) Company Limited, BOCI Asia Limited and Ping An Securities
(Hong Kong) Company Limited to subscribe for H Shares at the Offer Price in an
aggregate amount of the Hong Kong dollar equivalent of US$15.0 million;
(h) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Huadeng Technology Peak Fortitude V entures Ltd, China
International Capital Corporation Hong Kong Securities Limited, Ping An of China
Capital (Hong Kong) Company Limited, BOCI Asia Limited and Ping An Securities
(Hong Kong) Company Limited to subscribe for H Shares at the Offer Price in an
aggregate amount of the Hong Kong dollar equivalent of US$15.0 million;
(i) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Lion Global Investors Limited, China International Capital
Corporation Hong Kong Securities Limited, Ping An of China Capital (Hong Kong)
Company Limited, BOCI Asia Limited, Ping An Securities (Hong Kong) Company
Limited and CLSA Limited to subscribe for H Shares at the Offer Price in an
aggregate amount of the Hong Kong dollar equivalent of US$15.0 million;
(j) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, CICC Financial Trading Limited, China International Capital
Corporation Hong Kong Securities Limited, Ping An of China Capital (Hong Kong)
Company Limited, BOCI Asia Limited and Ping An Securities (Hong Kong)
Company Limited, pursuant to which CICC Financial Trading Limited will
subscribe for H Shares at the Offer Price in an aggregate amount of the Hong Kong
dollar equivalent of US$15.0 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.;
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-7 –


--- page 642 ---
(k) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, MY Asian Opportunities Master Fund, L.P ., China International
Capital Corporation Hong Kong Securities Limited, Ping An of China Capital (Hong
Kong) Company Limited, BOCI Asia Limited and Ping An Securities (Hong Kong)
Company Limited to subscribe for H Shares at the Offer Price in an aggregate
amount of the Hong Kong dollar equivalent of US$12.0 million;
(l) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Eastspring Investments (Singapore) Limited, China International
Capital Corporation Hong Kong Securities Limited, Ping An of China Capital (Hong
Kong) Company Limited, BOCI Asia Limited, Ping An Securities (Hong Kong)
Company Limited and CLSA Limited to subscribe for H Shares at the Offer Price
in an aggregate amount of the Hong Kong dollar equivalent of US$10.0 million;
(m) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, UBS Asset Management (Singapore) Ltd. (in its capacity as the
delegate of the investment manager for and on behalf of the investors listed thereof),
China International Capital Corporation Hong Kong Securities Limited, Ping An of
China Capital (Hong Kong) Company Limited, BOCI Asia Limited and Ping An
Securities (Hong Kong) Company Limited to subscribe for H Shares at the Offer
Price in an aggregate amount of the Hong Kong dollar equivalent of US$10.0
million;
(n) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Taikang Life Insurance Co., Ltd (ப΂ʮ̡), China
International Capital Corporation Hong Kong Securities Limited, Ping An of China
Capital (Hong Kong) Company Limited, BOCI Asia Limited and Ping An Securities
(Hong Kong) Company Limited to subscribe for H Shares at the Offer Price in an
aggregate amount of the Hong Kong dollar equivalent of US$10.0 million;
(o) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Aspirational China Growth GP Limited, China International Capital
Corporation Hong Kong Securities Limited, Ping An of China Capital (Hong Kong)
Company Limited, BOCI Asia Limited and Ping An Securities (Hong Kong)
Company Limited to subscribe for H Shares at the Offer Price in an aggregate
amount of the Hong Kong dollar equivalent of US$10.0 million;
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-8 –


--- page 643 ---
(p) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Charoen Pokphand Robot Limited, China International Capital
Corporation Hong Kong Securities Limited, Ping An of China Capital (Hong Kong)
Company Limited, BOCI Asia Limited, Ping An Securities (Hong Kong) Company
Limited and CLSA Limited to subscribe for H Shares at the Offer Price in an
aggregate amount of the Hong Kong dollar equivalent of US$10.0 million;
(q) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Digital China (HK) Limited ( ग़ψᅰᇁ(ಥ)ʮ̡), China
International Capital Corporation Hong Kong Securities Limited, Ping An of China
Capital (Hong Kong) Company Limited, BOCI Asia Limited and Ping An Securities
(Hong Kong) Company Limited to subscribe for H Shares at the Offer Price in an
aggregate amount of the Hong Kong dollar equivalent of US$10.0 million;
(r) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Guotai Junan Investments (Hong Kong) Limited ( ਷इёτᗇՎҳ༟
(ಥ)ʮ̡), China International Capital Corporation Hong Kong Securities
Limited, Ping An of China Capital (Hong Kong) Company Limited, BOCI Asia
Limited and Ping An Securities (Hong Kong) Company Limited, pursuant to which
Guotai Junan Investments (Hong Kong) Limited will subscribe for H Shares at the
Offer Price in an aggregate amount of the Hong Kong dollar equivalent of US$8.0
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 Guotai Junan
Investments (Hong Kong) Limited, Guotai Haitong Securities Co., Ltd. and Jinxiu
No. 608 Private Investment Fund;
(s) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, China Southern Asset Management Co., Ltd. (ࠢ
ʮ̡), China International Capital Corporation Hong Kong Securities Limited, Ping
An of China Capital (Hong Kong) Company Limited, BOCI Asia Limited and Ping
An Securities (Hong Kong) Company Limited to subscribe for H Shares at the Offer
Price in an aggregate amount of the Hong Kong dollar equivalent of US$8.0 million;
(t) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Fullgoal Fund Management Co., Ltd. (ʮ̡), China
International Capital Corporation Hong Kong Securities Limited, Ping An of China
Capital (Hong Kong) Company Limited, BOCI Asia Limited and Ping An Securities
(Hong Kong) Company Limited to subscribe for H Shares at the Offer Price in an
aggregate amount of the Hong Kong dollar equivalent of US$4.8 million;
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-9 –


--- page 644 ---
(u) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Fullgoal Asset Management (HK) Limited, China International
Capital Corporation Hong Kong Securities Limited, Ping An of China Capital (Hong
Kong) Company Limited, BOCI Asia Limited and Ping An Securities (Hong Kong)
Company Limited to subscribe for H Shares at the Offer Price in an aggregate
amount of the Hong Kong dollar equivalent of US$3.2 million;
(v) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Y eebo Alpha Limited, China International Capital Corporation Hong
Kong Securities Limited, Ping An of China Capital (Hong Kong) Company Limited,
BOCI Asia Limited and Ping An Securities (Hong Kong) Company Limited to
subscribe for H Shares at the Offer Price in an aggregate amount of the Hong Kong
dollar equivalent of US$6.5 million;
(w) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Tessy Holding Limited, China International Capital Corporation
Hong Kong Securities Limited, Ping An of China Capital (Hong Kong) Company
Limited, BOCI Asia Limited and Ping An Securities (Hong Kong) Company Limited
to subscribe for H Shares at the Offer Price in an aggregate amount of the Hong
Kong dollar equivalent of US$5.0 million;
(x) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, Enhanced Investment Products Limited, China International Capital
Corporation Hong Kong Securities Limited, Ping An of China Capital (Hong Kong)
Company Limited, BOCI Asia Limited, Ping An Securities (Hong Kong) Company
Limited and CLSA Limited to subscribe for H Shares at the Offer Price in an
aggregate amount of the Hong Kong dollar equivalent of US$5.0 million;
(y) the cornerstone investment agreement dated December 18, 2025 entered into among
our Company, New Opportunities SPC-Initial Growth SP , China International
Capital Corporation Hong Kong Securities Limited, Ping An of China Capital (Hong
Kong) Company Limited, BOCI Asia Limited and Ping An Securities (Hong Kong)
Company Limited to subscribe for H Shares at the Offer Price in an aggregate
amount of the Hong Kong dollar equivalent of US$5.0 million; and
(z) the Hong Kong Underwriting Agreement.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-10 –


--- page 645 ---
Intellectual Property Rights
Trademarks
As of the Latest Practicable Date, our Group has registered the following material
trademarks which we consider to be or may be material to our business:
No. Trademark
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-11 –


--- page 646 ---
No. Trademark
15.
16.
17.
18.
19.
20.
21.
22.
Patents and software copyrights
See “Business – Intellectual Property” for patents and software copyrights registered as
of the Latest Practicable Date which we consider to be or may be material to our business.
Domain Name
As of the Latest Practicable Date, the Company had registered the following internet
domain name which we consider to be or may be material to our business:
No. Domain Name
1. birentech.com
2. birentech.cn
3. biren.cn
4. biren.com.cn
5. biren.cloud
6. biren.info
7. birensupa.com
8. birensupa.cn
Save as aforesaid, as of the Latest Practicable Date, there were no other intellectual
property rights which were material to our business.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-12 –


--- page 647 ---
FURTHER INFORMATION ABOUT OUR DIRECTORS, SENIOR MANAGEMENT
AND SUBSTANTIAL SHAREHOLDERS
1. Disclosure of Interests
Save as disclosed below, immediately following the completion of the Global Offering
(assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised), so far as our Directors are aware, none of our Directors, or chief executive has any
interests or short positions in our 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 Hong Kong 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 Hong Kong Stock Exchange pursuant to the Model Code for
Securities Transactions by Directors of Listed Issuers contained in the Listing Rules.
Interests in our Company
Name Nature of interest
Number and class
of Shares held
Approximate
percentage of
shareholding in the
relevant class of
Shares after the
Global Offering (1)
Approximate
percentage of
shareholding in
the total share
capital of our
Company after
the Global
Offering
(%) (%)
Mr. Zhang (2) Beneficial owner 183,174,800
Unlisted Shares
14.80 7.77
Interest in controlled
corporations
191,221,400
Unlisted Shares
15.45 8.11
Notes:
(1) The calculation is based on the total number of 1,238,013,076 Unlisted Shares and 1,120,964,824 H Shares in
issue immediately after completion of the Global Offering, and assuming that the Offer Size Adjustment
Option and the Over-allotment Option are not exercised.
(2) Pursuant to the AIC Agreement, Shanghai Biliren and Mr. Zhang confirmed and acknowledged they have been
acting in concert to control the decision-making and operational management of our Company in its
shareholders’ meetings. In the event they are unable to reach consensus on matters of our Company, Shanghai
Biliren shall act in accordance with the instructions of Mr. Zhang. Further, Mr. Zhang is in a position to control
Shanghai Biliren as a result of the voting proxy agreement entered into, among others, Shanghai Zhuoren (as
the general partner of Shanghai Biliren) and the general partners of all limited partners of Shanghai Biliren.
For details, see “History, Development and Corporate Structure – Acting in Concert Agreement and V oting
Proxy Agreement”. As such, under the SFO, Mr. Zhang is deemed to be interested in the Shares held by
Shanghai Biliren.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-13 –


--- page 648 ---
Interests in associated corporations
Our Directors are not interested in the Shares of any associated corporation of our
Company.
2. Substantial Shareholders
For the information on the persons who will, immediately following the completion of the
Global Offering, have interests or short positions in our Shares or underlying Shares which
would be required to be disclosed to our Company and the Hong Kong Stock Exchange under
the provisions of Divisions 2 and 3 of Part XV of the SFO, see “Substantial Shareholders.”
So far as set out above, our Directors are not aware of any persons (other than our
Directors, or chief executive) will, immediately following the completion of the Global
Offering, directly or indirectly, be interested in 10% or more of the nominal value of any class
of share capital carrying rights to vote in all circumstances at general meetings of any other
member of our Group.
3. Service Contracts
We have entered into a contract with each of our Directors in respect of, among other
things, compliance with the relevant laws and regulations, the Articles of Association and
applicable provisions on arbitration.
Our Directors have entered into service contracts with our Company. The principal
particulars of these service contracts comprise (a) a term of three years which is equivalent to
the term of the Board; and (b) termination provisions in accordance with their respective terms.
Our Directors may be re-appointed subject to Shareholders’ approval. The service contracts can
be renewed pursuant to our Articles of Association and applicable rules.
Save as disclosed above, we have not entered, and do not propose to enter, into any
service contracts with any of our Directors in their respective capacities as Directors (other
than contracts expiring or determinable by the employer within one year without any payment
of compensation (other than statutory compensation)).
4. Director’s Remuneration
Save as disclosed in “Directors and Senior Management” and Note 40 of the Accountant’s
Report in in Appendix I to this Prospectus, for the three financial years ended December 31,
2022, 2023 and 2024, and the six months ended June 30, 2025, none of our Directors received
other remunerations of benefits in kind from us.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-14 –


--- page 649 ---
5. Pre-IPO Employee Incentive Scheme
The following is a summary of the principal terms of the Pre-IPO Employee Incentive
Scheme approved and adopted by our Board on April 24, 2024. The terms of the Pre-IPO
Employee Incentive Scheme are not subject to the provisions of Chapter 17 of the Listing Rules
as the Pre-IPO Employee Incentive Scheme does not involve the grant of awards or options by
our Company after the Listing. Given the underlying Shares under the Pre-IPO Employee
Incentive Scheme had already been issued, there will not be any dilution effect to the issued
Shares upon the vesting of the Shares under the Pre-IPO Employee Incentive Scheme. For
details of the awards granted to the grantees under the Pre-IPO Employee Incentive Scheme,
see “History, Development and Corporate Structure – Pre-IPO Employee Incentive Scheme”.
Purpose
The purpose of the Pre-IPO Employee Incentive Scheme is to promote the development
and enhance the cohesion of the Group, to attract outstanding talents and to reward and
motivate participants who have made significant contributions to the Group.
Administration of the Pre-IPO Employee Incentive Scheme
Subject to applicable laws and regulations and the rules of the Pre-IPO Employee
Incentive Scheme (the “ Scheme Rules ”), the Board has the authority to approve the following
matters, and upon approval by the Board, the administrator of the Pre-IPO Employee Incentive
Scheme (the “ Scheme Administrato r”) shall assist in the implementation of the below matters:
(1) Approving, establishing or modifying the grant limit of the Pre-IPO Employee
Incentive Scheme;
(2) Approving modifications, adjustments or termination of the Pre-IPO Employee
Incentive Scheme;
(3) Approving the grant of awards to key personnel of the Group or external parties;
(4) Appointing the Scheme Administrator; and
(5) Other circumstances as provided for in the Pre-IPO Employee Incentive Scheme or
as determined by resolution of the Board.
The Scheme Administrator should be the Chairman (i.e. Mr. Zhang), who should be
responsible for the general administration and implementation of the Pre-IPO Employee
Incentive Scheme, including but not limited to, formulating the plan for the amendment,
modification or termination of the Pre-IPO Employee Incentive Scheme; determining the
eligibility of the participants; interpreting the terms of the Pre-IPO Employee Incentive
Scheme and other relevant documents; and such other matters as may be provided for in the
Pre-IPO Employee Incentive Scheme or as may be determined by resolution of the Board.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-15 –


--- page 650 ---
Maximum number of Awards
The maximum number of Awards to be granted under the Pre-IPO Employee Incentive
Scheme shall not exceed 3,824,428 (with the underlying Shares of 191,221,400 Shares,
representing approximately 9.06% of the issued share capital as of the Latest Practicable Date).
One Award shall represent one portion of partnership interest in Shanghai Biliren, which in turn
represent 50 Shares held by Shanghai Biliren.
Eligibility
Employee, core technical personnel, core business personnel, director and senior
management of the Group or other person as determined by the Board or the Scheme
Administrator (as the case may be) in accordance with the Scheme Rules are eligible to
participate in the Pre-IPO Employee Incentive Scheme.
Grant of Awards
The Scheme Administrator shall be entitled to grant any eligible participant awards (the
“Award(s) ”) in the form of restricted share awards (“ Restricted Share Award(s) ”) or Share
Options to subscribe for indirect limited partnership interests in Shanghai Biliren (i.e. limited
partnership interests in certain limited partners of Shanghai Biliren) corresponding to
underlying Shares pursuant to the Pre-IPO Employee Incentive Scheme.
Grant of Awards shall be made in accordance with the Pre-IPO Employee Incentive
Scheme and in compliance with applicable laws and regulations. Each grantee of an Award
shall enter into an Award agreement and any other agreements as determined by the Scheme
Administrator in accordance with the Scheme Rules. The date of grant of an Award and the
terms of the Awards granted will be stated in the Award agreement.
The Scheme Administrator shall be entitled to determine the grant price of the Restricted
Share Awards and the exercise price of the Share Options.
V esting and exercise of Awards
Any Share Options granted will become vested and exercisable, and any Restricted Share
Awards granted will be vested and be settled according to the terms set out in the Pre-IPO
Employee Incentive Scheme, and under such conditions as set forth in the relevant Award
agreement.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-16 –


--- page 651 ---
Subject to the Scheme Rules and unless otherwise determined by the Scheme
Administrator, the vesting schedules of the Awards under the Pre-IPO Employee Incentive
Scheme are as follows: (i) 20% to be vested after 2 years from the date of grant; (ii) 20% to
be vested after 3 years from the date of grant; (iii) 30% to be vested after 4 years from the date
of grant; and (iv) 30% to be vested after 5 years from the date of grant. The grantees should
also fulfil the relevant vesting conditions as stipulated in the Scheme Rules, including, among
others, continuing provision of services to the Group by the relevant grantee, the passing of the
annual performance review with the assessment results of at least grade B+ by the relevant
grantee, and any other vesting conditions as provided in the Award agreement.
The participants under the Pre-IPO Employee Incentive Scheme shall comply with the
lock-up period and restriction requirements under the Scheme Rules and the relevant laws and
regulations. During such lock-up and restriction period, the grantees shall not sell, pledge,
transfer, encumber or create any third-party interest in, or otherwise dispose of part or all of
the Awards or underlying interests.
Rights of grantees
The grantees shall only be entitled to the right to share profit as a limited partner of the
relevant employee incentive platform subject to the Scheme Rules, and shall not be entitled to
any other rights, including but not limited to, voting rights or decision-making rights in respect
of the matters of the relevant employee incentive platform. Such rights shall be exercised by
the Scheme Administrator or the managing partner of the relevant employee incentive platform,
subject to the requirements of any applicable laws and regulations and/or listing rules of stock
exchange (including but not limited to the Listing Rules). For the avoidance of doubt, the
grantee shall not be entitled to any right in respect of the partnership interests of Shanghai
Biliren or Shares directly.
Duration
The Pre-IPO Employee Incentive Scheme shall be in effect for a period of 10 years from
the date of its adoption by the Board.
Amendment and interpretation of the Pre-IPO Employee Incentive Scheme
The Scheme Administrator shall be responsible for the interpretation of the Scheme
Rules. The Pre-IPO Employee Incentive Scheme may be altered or amended in any respect with
the approval of the Board.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-17 –


--- page 652 ---
Details of Share Options granted
As of the Latest Practicable Date, (i) no Restricted Share Award had been granted by the
Company under the Pre-IPO Employee Incentive Scheme; (ii) our Company had granted Share
Options to 752 grantees (including four Directors and 748 other employees), whom had
exercised the Share Options in exchange for the indirect limited partnership interests in 31
limited partners of Shanghai Biliren, details of which are as follows:
Name of limited
partners of
Shanghai Biliren
Date of establishment
of the partnership
General partner of
the partnership
Percentage of
partnership interests
held by any Directors,
senior management or
connected person
Percentage of
partnership
interests held
by employees
Person who
holds 30% or
more of the
partnership
interests of the
limited partner
of Shanghai
Biliren
Number of
employees
Corresponding
percentage of
partnership
interests of
Shanghai Biliren
held by the
relevant limited
partner
(%) (%) (Note 1) (%)
Limited
Partnership 1
July 13, 2023 Mr. Luting PAN 35.32%, 22.91% and
1.28% held by Mr.
Zhou HONG, Mr.
Linglan ZHANG and
Mr. Luting PAN
(each of whom is an
executive Director)
respectively
40.49% Mr, Zhou HONG
(35.32%)
25 46.54%
Limited
Partnership 2
May 14, 2025 Mr. Xiao 2.53% of the
partnership interests
held by Mr. Xiao (an
executive Director)
97.47% N/A 19 9.08%
Limited
Partnership 3
April 3, 2024 Mr. Xiao 66.89% of the
partnership interests
held by Mr. Xiao (an
executive Director)
33.11% Mr. Xiao
(66.89%)
30 1.95%
Limited
Partnership 4
August 22, 2023 Shanghai Zhuoren None 100% N/A 30 1.06%
Limited
Partnership 5
August 17, 2023 Shanghai Zhuoren None 100% N/A 29 0.51%
Limited
Partnership 6
April 11, 2024 Shanghai Zhuoren None 100% N/A 37 1.17%
Limited
Partnership 7
August 17, 2023 Shanghai Zhuoren None 100% N/A 33 0.84%
Limited
Partnership 8
August 16, 2023 Shanghai Zhuoren None 100% N/A 31 0.34%
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-18 –


--- page 653 ---
Name of limited
partners of
Shanghai Biliren
Date of establishment
of the partnership
General partner of
the partnership
Percentage of
partnership interests
held by any Directors,
senior management or
connected person
Percentage of
partnership
interests held
by employees
Person who
holds 30% or
more of the
partnership
interests of the
limited partner
of Shanghai
Biliren
Number of
employees
Corresponding
percentage of
partnership
interests of
Shanghai Biliren
held by the
relevant limited
partner
(%) (%) (Note 1) (%)
Limited
Partnership 9
May 14, 2025 Shanghai Zhuoren None 100% Guangning FU
(30.68%)
10 2.65%
Limited
Partnership 10
April 2, 2024 Shanghai Zhuoren None 100% N/A 31 1.83%
Limited
Partnership 11
April 9, 2024 Shanghai Zhuoren None 100% N/A 28 1.10%
Limited
Partnership 12
April 3, 2024 Shanghai Zhuoren None 100% N/A 31 1.05%
Limited
Partnership 13
August 17, 2023 Shanghai Zhuoren None 100% N/A 29 0.73%
Limited
Partnership 14
April 2, 2024 Shanghai Zhuoren None 100% Shan TANG
(32.70%)
30 3.79%
Limited
Partnership 15
April 11, 2024 Shanghai Zhuoren None 100% N/A 5 1.83%
Limited
Partnership 16
August 17, 2023 Shanghai Zhuoren None 100% N/A 25 2.17%
Limited
Partnership 17
May 28, 2021 Shanghai Zhuoren None 100% Lingjie XU
(100%)
1 6.98%
Limited
Partnership 18
August 22, 2023 Shanghai Zhuoren None 100% Dong QIN
(67.13%)
29 0.33%
Limited
Partnership 19
April 3, 2024 Shanghai Zhuoren None 100% N/A 35 0.93%
Limited
Partnership 20
April 2, 2024 Shanghai Zhuoren None 100% N/A 30 0.93%
Limited
Partnership 21
August 21, 2023 Shanghai Zhuoren None 100% N/A 32 1.35%
Limited
Partnership 22
August 17, 2023 Shanghai Zhuoren None 100% N/A 28 0.70%
Limited
Partnership 23
April 2, 2024 Shanghai Zhuoren None 100% N/A 36 1.35%
Limited
Partnership 24
April 3, 2024 Shanghai Zhuoren None 100% Zhaoqing W ANG
(32.99%)
29 1.02%
Limited
Partnership 25
August 21, 2023 Shanghai Zhuoren None 100% N/A 27 1.02%
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-19 –


--- page 654 ---
Name of limited
partners of
Shanghai Biliren
Date of establishment
of the partnership
General partner of
the partnership
Percentage of
partnership interests
held by any Directors,
senior management or
connected person
Percentage of
partnership
interests held
by employees
Person who
holds 30% or
more of the
partnership
interests of the
limited partner
of Shanghai
Biliren
Number of
employees
Corresponding
percentage of
partnership
interests of
Shanghai Biliren
held by the
relevant limited
partner
(%) (%) (Note 1) (%)
Limited
Partnership 26
August 17, 2023 Shanghai Zhuoren None 100% N/A 18 3.93%
Limited
Partnership 27
August 17, 2023 Shanghai Zhuoren None 100% Dongcai LI
(32.00%)
24 1.36%
Limited
Partnership 28
April 11, 2024 Shanghai Zhuoren None 100% N/A 26 0.52%
Limited
Partnership 29
April 12, 2024 Shanghai Zhuoren None 100% N/A 23 0.06%
Limited
Partnership 30
April 11, 2024 Shanghai Zhuoren None 100% N/A 23 0.05%
Limited
Partnership 31
May 30, 2025 Mr. Luting PAN 17.23% held by Mr.
Luting PAN (an
executive Director)
82.77% Gang LIANG
(38.28%)
10 2.83%
Note:
1. Including current and ex-employees, but excluding Directors, senior management or connected person.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-20 –


--- page 655 ---
OTHER INFORMATION
Disclaimers
Saved as disclosed in this Prospectus:
(a) none of our Directors or any of the parties listed in “Qualification of Experts” of this
Appendix is:
(i) 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;
(ii) materially interested in any contract or arrangement subsisting at the date of
this Prospectus which is significant in relation to our business;
(b) save in connection with the Hong Kong Underwriting Agreement and the
International Underwriting Agreement, none of the parties listed in “Qualification of
Experts” of this Appendix:
(i) is interested legally or beneficially in any shares in any member of our Group;
or
(ii) has any right (whether legally enforceable or not) to subscribe for or to
nominate persons to subscribe for any securities in any member of our Group;
(c) none of our Directors or their close associates or any shareholders of our Company
who to the knowledge of our Directors owns more than 5% of our issued share
capital has any interest in our top five customers or suppliers; and
(d) none of our Directors is a director or employee of a company that has an interest in
the share capital of our Company which, once the H Shares are listed on the Hong
Kong Stock Exchange, would have to be disclosed pursuant to Divisions 2 and 3 of
Part XV of the SFO.
Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to
impose on our Company or our subsidiary.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-21 –


--- page 656 ---
Litigation
As of the Latest Practicable Date, no member of our Group was involved in any litigation,
arbitration, administrative proceedings or claims of material importance, and, so far as we are
aware, no litigation, arbitration, administrative proceedings or claims of material importance
are pending or threatened against any member of our Group.
Joint Sponsors
The Joint Sponsors have made an application on our behalf to the Listing Committee for
the listing of, and permission to deal in, our H Shares. All necessary arrangements have been
made to enable the securities to be admitted into CCASS.
China International Capital Corporation Hong Kong Securities Limited and BOCI Asia
Limited satisfy the independence criteria applicable to sponsors set out in Rule 3A.07 of the
Listing Rules.
Ping An Insurance (Group) Company of China, Ltd. (“ Ping An Group ”) (stock code:
02318.HK and 601318.SH) is the holding company of both Ping An Insurance Overseas
(Holdings) Company of China Co., Ltd. (“ Ping An Insurance ”) and Ping An of China Capital
(Hong Kong) Company Limited (“ Ping An Capital ”). Subsidiaries of Ping An Group have
been our Group’s suppliers and customers since 2024 and therefore Ping An Capital may be
viewed to have a business relationship with our Group. As such, Ping An Capital does not
satisfy the independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing
Rules.
The Joint Sponsors will be paid by the Company a total fee of US$800,000 to act as the
sponsors in connection with the Listing.
Preliminary Expenses
Our Company did not incur any material preliminary expenses.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-22 –


--- page 657 ---
Qualification of Experts
The qualifications of the experts who have given opinions or advice in this Prospectus are
as follows:
Name Qualification
China International Capital
Corporation Hong Kong
Securities Limited
Licensed corporation 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 as defined under the SFO
Ping An of China Capital
(Hong Kong) Company
Limited
Licensed to conduct Type 6 (advising on corporate
finance) regulated activity under the SFO
BOCI Asia Limited Licensed to conduct Type 1 (dealing in securities) and
Type 6 (advising on corporate finance) regulated activities
under the SFO
PricewaterhouseCoopers Certified Public Accountants under Professional
Accountant Ordinance (Cap. 50 of the Laws of Hong
Kong) and Registered Public Interest Entity Auditor under
Accounting and Financial Reporting Council Ordinance
(Cap. 588 of the Laws of Hong Kong)
Fangda Partners PRC legal advisor
China Insights Industry
Consultancy Limited
Independent industry consultant
A VISTA V aluation
Advisory Limited
Independent property valuer
Jacobson Burton Kelley
PLLC
Legal advisors as to U.S. sanctions and export control laws
Consents of Experts
Each of the experts referred to in “Qualification of Experts” in this Appendix has given
and has not withdrawn its respective written consent to the issue of this Prospectus with the
inclusion of certificates, letters, opinions or reports and the references to its name included
herein in the form and context in which it is respectively included.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-23 –


--- page 658 ---
None of the experts named above has any of our shareholding interests or rights (whether
legally enforceable or not) or any of our members to subscribe for or to nominate persons to
subscribe for our securities or any of our member.
Compliance Adviser
We have appointed Maxa Capital Limited as our Compliance Adviser upon the Listing in
compliance with Rule 3A.19 of the Hong Kong Listing Rules.
Taxation of Holders of H Shares
The sale, purchase and transfer of H Shares registered with our Hong Kong branch
register of members will be subject to Hong Kong stamp duty. The current rate charged on each
of the purchaser and seller is 0.1% of the consideration of or, if higher, of the fair value of our
Shares being sold or transferred.
No Material Adverse Change
Our Directors confirm that, as of the date of this Prospectus, there has been no material
adverse change in our financial position or prospects since June 30, 2025 and there has been
no event that materially and adversely affected the data set out in the Accountant’s Report in
Appendix I to this Prospectus since June 30, 2025.
Binding Effect
This Prospectus shall have the effect, if any application is made pursuant hereto, of
rendering all persons concerned bound by all the provisions (other than the penal provisions)
of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance so far as applicable.
Miscellaneous
Save as disclosed in this Prospectus:
(a) within the two years preceding the date of this Prospectus: (i) we have not issued nor
agreed to issue any share or loan capital fully or partly paid either for cash or for
a consideration other than cash; and (ii) no commissions, discounts, brokerage fee
or other special terms have been granted in connection with the issue or sale of any
shares of our Company;
(b) no share or loan capital of our Company is under option or is agreed conditionally
or unconditionally to be put under option;
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-24 –


--- page 659 ---
(c) we have not issued nor agreed to issue any founder shares, management shares or
deferred shares;
(d) there are no arrangements under which future dividends are waived or agreed to be
waived;
(e) there are no procedures for the exercise of any right of pre-emption or transferability
of subscription rights;
(f) there are no contracts for hire or hire purchase of plant to or by us for a period of
over one year which are substantial in relation to our business;
(g) there have been no interruptions in our business which may have or have had a
significant effect on our financial position in the last 12 months;
(h) there are no restrictions affecting the remittance of profits or repatriation of capital
by us into Hong Kong from outside Hong Kong;
(i) no part of the equity or debt securities of our Company, if any, is currently listed on
or dealt in on any stock exchange or trading system, and no such listing or
permission to list on any stock exchange other than the Hong Kong Stock Exchange
is currently being or agreed to be sought;
(j) our Company has no outstanding convertible debt securities or debentures;
(k) our Company is a joint stock limited company and is subject to the PRC Company
Law; and
(l) our Company has adopted a code of conduct regarding Directors’ securities
transactions on terms as required under the Model Code for Securities Transactions
by Directors of Listed Issuers as set out in Appendix C3 to the Hong Kong Listing
Rules.
Restrictions on Share Repurchases
For details, see “Appendix IV – Summary of Articles of Association.”
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-25 –


--- page 660 ---
Bilingual Prospectus
The English language and Chinese language versions of this Prospectus are being
published separately, in reliance upon the exemption provided by section 4 of the Companies
(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice
(Chapter 32L of the Laws of Hong Kong).
Promoters
The promoters of our Company are all of the then Shareholders of our Company as at
September 8, 2023 before our conversion into a joint stock limited liability company. Save as
disclosed in this Prospectus, within the two years immediately preceding the date of this
Prospectus, no cash, securities or benefit has been paid, allotted or given, or is proposed to be
paid, allotted or given to the promoters named above in connection with the Global Offering
or the related transactions described in this Prospectus.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-26 –


--- page 661 ---
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this Prospectus delivered to the Registrar of
Companies in Hong Kong for registration were:
(a) the written consents referred to in “Appendix V – Statutory and General Information
– Other Information – Consents of Experts”; and
(b) a copy of each of the material contracts referred to in “Appendix V – Statutory and
General Information – Further Information about our Business – Summary of
Material Contracts”.
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the
Stock Exchange at www.hkexnews.hk and our website at www.birentech.com during a period
of 14 days from the date of this Prospectus:
(1) the Articles of Association;
(2) the Accountant’s Report prepared by PricewaterhouseCoopers on the historical
financial information of our Group for each of the years ended December 31, 2022,
2023 and 2024, and the six months ended June 30, 2025, the text of which is set forth
in Appendix I to this Prospectus;
(3) the audited consolidated financial statements of our Company for the three financial
years ended December 31, 2022, 2023 and 2024, and the six months ended June 30,
2025;
(4) the report prepared by PricewaterhouseCoopers on the unaudited pro forma financial
information of our Group as at June 30, 2025, the text of which is set forth in
Appendix II to this Prospectus;
(5) the property valuation report prepared by A VISTA V aluation Advisory Limited, the
text of which is set out in Appendix III to this Prospectus;
(6) the material contracts referred to in “Appendix V – Statutory and General
Information – Further Information about our Business – Summary of Material
Contracts”;
(7) the written consents referred to in “Appendix V – Statutory and General Information
– Other Information – Consents of Experts”;
APPENDIX VI DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
– VI-1 –


--- page 662 ---
(8) the service contracts referred to in “Appendix V – Statutory and General Information
– Further Information about our Directors, Senior Management and Substantial
Shareholders – 3. Service Contracts”;
(9) the legal opinions issued by Fangda Partners, our PRC Legal Advisor, in respect of,
among other things, the general corporate matters and property interests of our
Group under PRC law;
(10) the industry report issued by CIC;
(11) the legal opinion issued by Jacobson Burton Kelley PLLC, our legal advisors as to
U.S. sanctions and export control laws, summarizing the legal opinions in respect of
U.S. sanctions and export control compliance matters; and
(12) a copy of the following PRC laws, together with unofficial English translations:
(i) the PRC Company Law;
(ii) the PRC Securities Law; and
(iii) the Guidelines for Articles of Association of Listed Companies.
APPENDIX VI DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
– VI-2 –


--- page 663 ---
