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Shandong Extreme Vision Technology Co., Ltd.*
ʮ̡
Shandong Extreme Vision Technology Co., Ltd.*
ʮ̡
Shandong Extreme Vision Technology Co., Ltd.*
ʮ̡
(a joint stock company incorporated in the People’s Republic of China with limited liability)
Stock Code : 6636
Sole Sponsor, Overall Coordinator, Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager
GLOBAL OFFERING
* For identiﬁcation purpose only * For identiﬁcation purpose only


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IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice.
Shandong Extreme Vision 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
: 12,480,000 H Shares
Number of Hong Kong Offer Shares : 624,000 H Shares (subject to reallocation)
Number of International Offer Shares : 11,856,000 H Shares (subject to reallocation)
Offer Price : HK$40.0 per H Share (payable in full in Hong Kong
dollars on application plus brokerage of 1%, SFC
transaction levy of 0.0027%, AFRC transaction levy
of 0.00015% and the Stock Exchange trading fee of
0.00565% and subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 6636
Sole Sponsor, Overall Coordinator, Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no 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 lo ss 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 speci fied in “Appendix V
— Documents Delivered to the Registrar of Companies and Available on Display” has been registered by the Registrar of Companies in Hong Kong as require d by Section
342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commissio n and the
Registrar of Companies in Hong Kong take no responsibility for the contents of this Prospectus or any other documents referred to above.
The Offer Price will be HK$40.0 per H Share unless otherwise announced. Applicants for the Hong Kong Offer Shares may be required to pay, on application (subject to
application channels), the Offer Price of HK$40.0 per H Share, together with brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction lev y of 0.00015% and
the Stock Exchange trading fee of 0.00565%.
The Overall Coordinator (for itself and on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares being offered under the Global Offering
and/or the Offer Price below as stated in this Prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kon g Public Offering.
In such a case, an announcement or supplemental prospectus will be published on the websites of our Company at www.extremevision.com.cn and the Stock Exchange at
www.hkexnews.hk not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Details of the arrangement will
then be announced by us as soon as practicable. For further information, please refer to the sections headed “Structure of the Global Offering” and “Ho w to Apply for Hong
Kong Offer Shares” in this Prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Overall Coordinator (for i tself and on
behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Further details of such circumstances are set out in “Underwriting —
Hong Kong Underwriting Arrangement — Hong Kong Public Offering — Grounds for Termination” in this Prospectus.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not be of fered, sold,
pledged or transferred within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S), except pursuant to an e xemption from, or in
a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Offer Shares ar e being offered and sold
outside the United States in offshore transactions in accordance with Regulation S.
Our Company is a Specialist Technology Company (as defined in Chapter 18C of the Listing Rules). The securities of Specialist Technology Companies ca rry high
investment risks including risks of share price volatility and inflated valuation due to the difficulty in valuing such companies. Investors should fully understand
the investment risks of a Specialist Technology Company and the risks disclosed by our Company before making their investment decisions.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this Prospectus to the p ublic in
relation to the Hong Kong Public Offering.
This Prospectus is available at the websites of our Company at www.extremevision.com.cn and the Stock Exchange at www.hkexnews.hk . If you require a printed
copy of this Prospectus, you may download and print from the website addresses above.
* For identification purpose only
IMPORTANT
March 20, 2026


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IMPORTANT NOTICE TO INVESTORS
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering.
We will not provide printed copies of this prospectus to the public in relation to the Hong Kong
Public Offering.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk
under the “HKEXnews > New Listings > New Listing Information” section, and our website at
www.extremevision.com.cn . If you require a printed copy of this prospectus, you may download
and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may 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 Friday,
March 20, 2026 to 11:30
a.m. on Wednesday, March
25, 2026 (Hong Kong time).
The latest time for completing
full payment of application
monies will be 12:00 noon on
Wednesday, March 25, 2026
(Hong Kong time).
HKSCC EIPO
channel ........
Your broker or custodian
who is a HKSCC
Participant will submit an
EIPO application on your
behalf through HKSCC’s
FINI system in accordance
with your instruction
Investors who would not like to
receive a physical H Share
certificate. Hong Kong Offer
Shares successfully applied for
will be allotted and issued in
the name of HKSCC Nominees,
deposited directly into CCASS
and credited to your designated
HKSCC Participant’s stock
account.
Contact your broker or
custodian for the earliest
and latest time for giving
such instructions, as this
may vary by broker or
custodian.
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.
Your application through the HK eIPO White Form service or the HKSCC EIPO channel must
be for a minimum of 50 Hong Kong Offer Shares and in one of the numbers set out in the table. If you
are applying through the HK eIPO White Form service, you may refer to the table below for the
amount payable for the number of H Shares you have selected. You must pay the respective amount
IMPORTANT


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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
Amount
payable (2) on
application/successful
allotment
No. of Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/successful
allotment
No. of Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/successful
allotment
No. of Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/successful
allotment
HK$ HK$ HK$ HK$
50 2,020.16 800 32,322.72 7,000 282,823.80 100,000 4,040,340.00
100 4,040.35 900 36,363.05 8,000 323,227.20 150,000 6,060,510.00
150 6,060.51 1,000 40,403.40 9,000 363,630.60 200,000 8,080,680.00
200 8,080.68 1,500 60,605.10 10,000 404,034.00 250,000 10,100,850.00
250 10,100.86 2,000 80,806.80 20,000 808,068.00 312,000
(1) 12,605,860.80
300 12,121.02 2,500 101,008.50 30,000 1,212,102.00
350 14,141.19 3,000 121,210.20 40,000 1,616,136.00
400 16,161.35 3,500 141,411.90 50,000 2,020,170.00
450 18,181.54 4,000 161,613.60 60,000 2,424,204.00
500 20,201.70 4,500 181,815.30 70,000 2,828,238.00
600 24,242.05 5,000 202,017.00 80,000 3,232,272.00
700 28,282.38 6,000 242,420.40 90,000 3,636,306.00
(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 to be published on the website of the Stock Exchange at
www.hkexnews.hk
and our Company’s website at www.extremevision.com.cn .
Date (1)
Hong Kong Public Offering commences ............................... 9:00 a.m. on Friday,
March 20, 2026
Latest time for completing electronic applications
under HK eIPO White Form service through the
designated website at www.hkeipo.hk (2) .........................1 1:30 a.m. on Wednesday,
March 25, 2026
Application lists of the Hong Kong Public Offering open (3) .............1 1:45 a.m. on Wednesday,
March 25, 2026
Latest time for (a) completing payment of HK eIPO White Form
applications by effecting internet banking transfer(s) or PPS
payment transfer(s) and (b) giving electronic application
instructions to HKSCC
(4) ................................... 12:00 noon on Wednesday,
March 25, 2026
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 of the Hong Kong Public Offering close (3) ............ 12:00 noon on Wednesday,
March 25, 2026
(1) Announcement of the level of applications in the Hong Kong
Public Offering, the level of indications of interest in the
International Offering and basis of allocation of the Hong
Kong Offer Shares under the Hong Kong Public Offering to
be published on the website of the Stock Exchange at
www.hkexnews.hk
and our Company’s website at
www.extremevision.com.cn (5) at or before ..........1 1:00 p.m. on Friday, March 27, 2026
(2) 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.extremevision.com.cn
and
www.hkexnews.hk , respectively .................................a to r before
11:00 p.m. on Friday,
March 27, 2026
EXPECTED TIMETABLE
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 from the designated results of allocations website at
www.hkeipo.hk/IPOResult (alternatively:
www.tricor.com.hk/ipo/result ) with a “search by ID”
function from ........................................1 1:00 p.m. on Friday,
March 27, 2026
to 12:00 midnight on
Thursday, April 2, 2026
 the allocation results telephone enquiry
line by calling +852 3691 8488 between 9:00 a.m.
and 6:00 p.m. from ................................. Monday, March 30, 2026
to Thursday, April 2, 2026
on a business day
H Share certificates in respect of wholly or partially successful
applications pursuant to the Hong Kong Public Offering to be
dispatched or deposited into CCASS on or before
(6)(8) ................. Friday, March 27, 2026
HK eIPO White Form e-Auto Refund payment instructions/ refund
checks in respect of wholly or partially unsuccessful applications
pursuant to the Hong Kong Public Offering to be dispatched on or
before
(7)(8) ............................................... Monday, March 30, 2026
Dealings in the H Shares on
the Stock Exchange expected to commence ........................a t 9:00 a.m. on Monday,
March 30, 2026
Notes:
(1) All dates and times refer to Hong Kong SAR local time, except as otherwise stated.
(2) You will not be permitted to submit your application through the designated website at www.hkeipo.hk
after 11:30 a.m.
on the last day for lodging 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 of lodging applications, when the
application lists close.
(3) If there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning and/or Extreme
Conditions in force in Hong Kong SAR at any time between 9:00 a.m. and 12:00 noon on Wednesday, March 25, 2026,
the application lists will not open or close on that day. Please refer to “How to Apply for Hong Kong Offer Shares — E.
Severe Weather Arrangements” in this Prospectus.
(4) Applicants who apply for the Hong Kong Offer Shares by instructing their broker or custodian who is HKSCC
Participant to give electronic application instructions to HKSCC through HKSCC’s FINI system 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) None of the websites or any of the information contained on the websites forms part of this prospectus.
(6) H Share certificates for the Hong Kong Offer Shares are expected to be issued on Friday, March 27, 2026 but will only
become valid evidence of title provided that the Global Offering has become unconditional in all respects, and neither of
the Underwriting Agreements has been terminated in accordance with its terms, prior to 8:00 a.m. on the Listing Date,
which is expected to be on or around Monday, March 30, 2026. Investors who trade H Shares on the basis of publicly
available allocation details before the receipt of H Share certificates or before the H Share certificates becoming valid
evidence of title do so entirely at their own risk.
(7) HK eIPO White Form e-Auto Refund payment instructions/refund checks will be issued in respect of wholly or partially
unsuccessfully applications. Part of your identification document number, or, if you are joint applicants, part of the
identification document number of the first-named applicant, provided by you may be printed on your refund check, if
any. Such data would also be transferred to a third party to facilitate your refund. Your banker may require verification of
your identification document number before encashment of your refund check. Inaccurate completion of your
identification document number may lead to delay in the encashment of your refund check or may invalidate your refund
check. Please refer to “How to Apply for Hong Kong Offer Shares” in this Prospectus.
EXPECTED TIMETABLE
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(8) Applicants being individuals who are eligible for personal collection may not authorize any other person to collect on
their behalf. Individuals must produce evidence of identity acceptable to our H Share Registrar at the time of collection.
Applicants who have applied for Hong Kong Offer Shares through HKSCC EIPO channel should refer to the 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 for details.
Applicants who have applied through the HK eIPO White Form service and paid their applications monies through single
bank accounts may have refund monies (if any) 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 favour 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 for applicants who have applied for less than 200,000 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.
Please refer to “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund
of Application Monies” in this Prospectus for further information.
The above expected timetable is a summary only. Please refer to “Structure of the Global
Offering” and “How to Apply for the Hong Kong Offer Shares” in this Prospectus for details of the
structure of the Global Offering, including the conditions of the Global Offering, and the procedures for
application for the Hong Kong Offer Shares.
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
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IMPORTANT NOTICE TO INVESTORS
This Prospectus is issued by our Company solely in connection with the Hong Kong Public
Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of
an offer to buy any security other than the Hong Kong Offer Shares offered by this Prospectus
pursuant to the Hong Kong Public Offering. This Prospectus may not be used for the purpose of
marketing, and does not constitute, an offer or invitation in any other jurisdiction or in any other
circumstances. No action has been taken to permit a public offering of the Offer Shares in any
jurisdiction other than Hong Kong SAR and no action has been taken to permit the distribution of
this Prospectus in any jurisdiction other than Hong Kong SAR. The distribution of this Prospectus
and the offering and sale of the Offer Shares in other jurisdictions are subject to restrictions and
may not be made except as permitted under the applicable securities laws of such jurisdictions
pursuant to registration with or authorization by the relevant securities regulatory authorities or an
exemption therefrom.
You should rely only on the information contained in this Prospectus to make your investment
decision. We have not authorized anyone to provide you with information that is different from what
is contained in this Prospectus. Any information or representation not made in this Prospectus must
not be relied on by you as having been authorized by us, the Sole Sponsor , Sponsor-Overall
Coordinator , Overall Coordinator , Sole Global Coordinator , Joint Bookrunners, Joint Lead
Managers, the Underwriters, any of their respective directors or any other person or party involved
in the Global Offering.
Page
Expected Timetable ...................................................... i
Contents .............................................................. i v
Summary ............................................................. 1
Definitions ............................................................ 1 7
Glossary of Technical Terms ............................................... 2 5
Forward-looking Statements ............................................... 2 8
Risk Factors ........................................................... 2 9
Waivers and Exemption .................................................. 4 8
Information about this Prospectus and the Global Offering ....................... 5 5
Directors and Parties Involved in the Global Offering ........................... 5 8
Corporate Information ................................................... 6 2
Industry Overview ...................................................... 6 4
Regulatory Overview .................................................... 7 2
History, Development and Corporate Structure ................................ 8 5
CONTENTS
–i v–


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Page
Business .............................................................. 1 1 5
Relationship with Our Single Largest Group of Shareholders ...................... 1 8 8
Directors and Senior Management .......................................... 1 9 2
Substantial Shareholders .................................................. 2 0 3
Cornerstone Investors .................................................... 2 0 5
Share Capital .......................................................... 2 0 9
Financial Information .................................................... 2 1 3
Future Plans and Use of Proceeds ........................................... 2 5 5
Underwriting .......................................................... 2 6 4
Structure of the Global Offering ............................................ 2 7 5
How to Apply for Hong Kong Offer Shares ................................... 2 8 2
Appendix I — Accountants’ Report ...................................... I - 1
Appendix IIA — Unaudited Pro Forma Financial Information ................... IIA-1
Appendix IIB — Unaudited Preliminary Financial Information for
the Y ear Ended December 31, 2025 ........................ IIB-1
Appendix III — Summary of the Articles of Association ........................ III-1
Appendix IV — Statutory and General Information ........................... I V - 1
Appendix V — Documents Delivered to the Registrar of Companies
and Available on Display ................................ V - 1
CONTENTS
–v–


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This summary aims to give you an overview of the information contained in this Prospectus
and should be read in conjunction with the full text of this Prospectus. As this is only a summary, it
does not contain all the information that may be important to you. You should read this Prospectus
in its entirety 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 negative 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. Your
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 “Risk Factors.” You should read that section carefully before you decide
to invest in the Offer Shares. V arious expressions used in this section are defined or explained in
“Definitions” and “Glossary of Technical Terms” in this Prospectus.
OVERVIEW
WHO WE ARE
We are an AI computer vision solution provider in China, delivering end-to-end solution
development, deployment and management services to enterprises across diverse industries.
Additionally, we have successfully expanded into delivering commercially viable large model solutions
to empower enterprises in their digital transformation. According to Frost & Sullivan, we ranked eighth
in China’s emerging enterprise computer vision solution market by revenue in 2024.
Computer vision solution, as a vital branch of AI solution, is a technological solution that
simulates the human visual system to enable computers to extract information from images or videos
and analyze, make decisions and interact based on this information. The AI computer vision solution
market in China is highly competitive. Large model solution refers to applications built on the
functionality of large models, as well as the related supporting services. With the rapid development of
AI solutions, we plan to leverage our efficient and inclusive AI technologies, along with our deep
industry expertise, to accelerate intelligent transformation and drive industry-wide upgrades for
enterprises.
OUR BUSINESS MODEL
We specialize in delivering AI computer vision solutions and large model solutions to enterprises:
 AI Computer Vision Solutions . We offer standard AI computer vision solutions, customized
AI computer vision solutions and software-defined All-in-One AI solutions.
 Large Model Solutions . We adapt general-purpose large models to meet our customers’
diverse needs by incorporating their industry and operational knowledge. By using advanced
technologies such as multi-agent optimization, RAG and our scenario-based algorithms, we
provide customized large model solutions designed for enterprise professional use.
SUMMARY
–1–


--- page 11 ---
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Extreme Stars
Leveraging our strong R&D infrastructures, being AI Visual Language Model and Extreme Mart,
we can deliver our solutions through our delivery platforms, namely Extreme Stars and Extreme Flow.
Extreme Stars is our AI algorithm inference and deployment platform. Extreme Flow is our AI
algorithm training and management platform. Our AI Visual Language Model forms the core
foundational infrastructure for developing AI solutions. Extreme Mart, our algorithm development
platform, enables the development and optimization of AI solutions.
The following table sets forth a breakdown of our revenue by business segments, both in absolute
amount and as a percentage of our total revenue for the periods presented:
For the Y ear Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
(RMB in thousands, except for percentages)
(Unaudited)
AI computer vision solutions ... 101,572 100.0% 127,681 100.0% 195,174 75.9% 79,429 100.0% 111,425 81.8%
Standard AI computer vision
solutions ............ 11,035 10.8% 12,332 9.7% 45,261 17.7% 18,435 23.2% 28,463 20.9%
Customized AI computer vision
solutions ............ 14,600 14.4% 11,252 8.8% 40,487 15.7% 15,994 20.1% 30,744 22.6%
Software-defined All-in-One AI
solutions ............ 75,937 74.8% 104,097 81.5% 109,426 42.5% 45,000 56.7% 52,218 38.3%
Large model solutions ...... ———— 62,122 24.1% — — 24,879 18.2%
Total ............... 101,572 100.0% 127,681 100.0% 257,296 100.0% 79,429 100.0% 136,304 100.0%
SUMMARY
–2–


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The following table sets forth a breakdown of our gross profit and gross profit margin by business
segments for the periods indicated:
For the Y ear Ended December 31, For the Nine Months Ended September 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 in thousands, except for percentages)
AI computer vision solutions ... 31,082 30.6% 33,076 25.9% 89,314 45.8% 31,167 39.2% 52,289 46.9%
Standard AI computer vision
solutions ............ 6,866 62.2% 8,735 70.8% 36,271 80.1% 12,361 67.1% 21,267 74.7%
Customized AI computer vision
solutions ............ 3,261 22.3% 2,725 24.2% 13,834 34.2% 4,712 29.5% 11,945 38.9%
Software-defined All-in-One AI
solutions ............ 20,955 27.6% 21,616 20.8% 39,209 35.8% 14,094 31.3% 19,076 36.5%
Large model solutions ...... ———— 14,165 22.8% — — 8,856 35.6%
Total ............... 31,082 30.6% 33,076 25.9% 103,479 40.2% 31,167 39.2% 61,144 44.9%
Please see “Financial Information — Key Components of Our Consolidated Statements of Profit
or Loss” for breakdowns of our revenue, gross profit, and gross profit margin by: (i) industry, (ii)
customer type, (iii) geographical location, and (iv) solution type for the periods presented.
COMMERCIALIZATION
We adopt a project-based business model for our solutions.
As of September 30, 2025, our AI computer vision algorithm marketplace had showcased 1,517
algorithms, including 148 self-developed algorithms and 1,369 co-developed algorithms with third-party
developers, covering more than 100 industries. For the co-developed algorithms, we share ownership of
the relevant IP rights with the respective third-party developers. According to Frost & Sullivan, such
co-development arrangements are in line with industry norms, and the proportion between
self-developed and co-developed algorithms are not uncommon in the industry. We focus on
continuously developing and expanding the application of AI computer vision solutions. We have built a
global community of hundreds of thousands of AI algorithm developers and have provided services to
more than 3,000 clients, accumulatively, as of September 30, 2025, offering robust infrastructure
platforms and a wide range of AI computer vision solutions to help businesses achieve digital
transformation. As of September 30, 2025, we had delivered over 6,000 projects since our
establishment, with a product repurchase rate exceeding 80.0%, indicating the high level of
standardization of our solutions and strong market recognition. Since the launch of large model
solutions to the market in 2024, up to the Latest Practicable Date, more than 100 entities had
proactively approached us with specific needs tailored to their business operations, indicating strong
demand of the market and our potential expansion in the large model solutions.
During the Track Record Period, our revenue increased significantly from RMB101.6 million in
2022 to RMB257.3 million in 2024, representing a CAGR of 59.2%. Our revenue increased by 71.7%
from RMB79.4 million for the nine months ended September 30, 2024 to RMB136.3 million for the
nine months ended September 30, 2025.
SUMMARY
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OUR STRENGTHS
We believe that the following strengths set us apart from our peers and allow us to capitalize on
the market opportunities for our further development:
 Our self-developed AI infrastructure enables efficient algorithm development and rapid
solution development.
 We consistently deliver high-performance and cost-efficient AI solutions to enterprises.
 We have proven solid operational and financial performance.
 Our customer base and pilot projects accelerate market expansion.
 Our growth is supported by an excellent management team and strategic partnerships.
OUR STRATEGIES
We believe that the following strategies pave the way for our sustained success in the future:
 Ongoing enhancement of infrastructure platform and AI solutions;
 Expanding business by building a strengthened marketing network;
 Expanding and upgrading our AI talent pool;
 Implementing our global expansion strategy; and
 Managing our costs and improving operational efficiency.
OUR TECHNOLOGY, RESEARCH AND DEVELOPMENT
Our ability to develop new technology, products and solutions is critical to our business success
and market competitiveness. We have devoted significant resources and efforts to our research and
development process, as well as to building a strong talent team. As of September 30, 2025, we had a
dedicated team of 101 research and development staff. Our core R&D team members possess extensive
work experience in data, engineering, large models and computer vision algorithms. Our research and
development expenses amounted to RMB35.2 million, RMB36.6 million, RMB44.8 million and
RMB46.9 million in 2022, 2023, 2024 and the nine months ended September 30, 2025, respectively.
We develop all of the core technologies and infrastructure for our platforms and foundation
models in-house. Our core technologies and infrastructure refer to the basic technologies and
infrastructure that form the foundation of our AI solutions to develop and operate. These include (i) our
self-developed AI Visual Language Model; (ii) our algorithm development platform, Extreme Mart; and
(iii) our self-developed AI toolchains, including orchestration technology of multiple agents and RAG
technology, which improve the efficiency of algorithm training and deployment. In delivering our
solutions, we independently develop certain core algorithms while also collaborating with third-party
developers to co-develop specific algorithms. These third-party developers leverage the technical
infrastructures and toolchains we provide through Extreme Mart to support and streamline their
algorithm development processes.
SUMMARY
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INTELLECTUAL PROPERTY
We rely on a combination of patent, trademark, copyright, fair trade practices, contractual
arrangement and confidentiality procedures to establish and protect our intellectual properties. As of
September 30, 2025, we owned 30 patents, 15 trademark rights, 117 software copyrights, two
copyrights of work and seven domain names in China.
We acquire patents through self-development and joint development. During the Track Record
Period, we primarily sought patent protection in respect of our core technologies and infrastructure. Our
core AI platforms, products and solutions, including our delivery platforms, namely Extreme Stars and
Extreme Flow, our self-developed algorithms, and the integrated solutions, are principally protected
through a combination of trademarks, copyrights, contractual arrangements, confidentiality procedures
and applicable laws. As of the Latest Practicable Date, we own all patents and patent applications that
we have filed in respect of our self-developed core technologies and infrastructure.
SPECIALIST TECHNOLOGY INDUSTRIES
The table below sets for a summary of how each of our AI computer vision solutions and large
model solutions falls within the acceptable sectors of a Specialist Technology Industry as defined under
Chapter 18C of the Listing Rules:
Specialist Technology Products Specialist Technology Industry Acceptable Sectors
AI computer vision solutions  Artificial Intelligence (AI-empowered algorithm
programming: image recognition, natural language
processing, machine learning and deep learning )
 Artificial Intelligence (AI solutions: the design and
provision of AI solutions used in different industry
verticals)
Large model solutions  Artificial Intelligence (AI-empowered algorithm
programming: image recognition , natural language
processing , machine learning and deep learning )
 Artificial Intelligence (AI solutions: the design and
provision of AI solutions used in different industry
verticals)
First, all our solutions (i) are designed and provided by us, (ii) used a series of AI technologies,
and (iii) are used in different verticals, such as energy, retail and transportation. As such, all our
solutions squarely fall under the “AI solutions” subcategory under the “Artificial Intelligence” sector of
the “Next-Generation Information Technology” industry.
Second, in the course of developing our AI solutions, we have also developed a series of
AI-empowered algorithms. Specifically:
 our AI computer vision solutions are (i) built on our AI Visual Language Model, the
development of which entails the application by us of image recognition (for providing
visual understanding), RAG (for retrieving relevant information from customer-specific data
sources before generating responses), deep learning (for training and optimizing models to
identify patterns, make predictions and improve performance through iterative learning from
large-scale data sets), as well as other AI technologies; and (ii) further integrated with
computer vision algorithms developed by us.
SUMMARY
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 our large model solutions are built on general-purpose large models developed by third
parties, but (i) enhanced by us with AI-empowered algorithms, thereby enabling functions
such as RAG, multi-agent collaboration, knowledge base management, mode fine-tuning,
model performance evaluation and deployment acceleration (See “— Large Model Solutions”
for more details of such technologies), and (ii) further built-in with scenario-based
algorithms developed by us.
Therefore, our such solutions also fall under the “AI-empowered algorithm programming”
subcategory under the “Artificial Intelligence” sector of the “Next-Generation Information Technology”
industry.
Our industry consultant, Frost & Sullivan, confirms, and our Directors are of the view, that based
on the foregoing information, each of our AI computer vision solutions and large model solutions falls
within an acceptable sector of a Specialist Technology Industry.
The differences between our large model solutions and AI computer vision solutions include (i)
AI-empowered algorithm programming. The AI computer vision solutions are built on AI Visual
Language Model, which focuses on visual recognition, while large model solutions are built on
general-purpose large models that can be applied across a broader range of categories; (ii) algorithms.
The algorithms used in AI computer vision solutions are mainly visual-related, whereas large model
solutions primarily adopt general-purpose algorithms, with only a small portion related to visual
recognition; and (iii) solutions. AI computer vision solutions are mainly used for visual recognition,
while large model solutions are broader in scope and can be applied to multiple industries and sectors.
MAJOR CUSTOMERS
We provide our solutions to customers from various business verticals including industry, energy,
retail and transportation. During the Track Record Period, our customers came from China. Our
customers comprised enterprises, governments and universities. Revenue generated from each of our
five largest customers in each year/period during the Track Record Period amounted to RMB42.6
million, RMB80.7 million, RMB122.7 million and RMB41.6 million, respectively, representing 42.1%,
63.0%, 47.7% and 30.5% of our total revenue, respectively. Revenue generated from our largest
customers in each year/period during the Track Record Period amounted to RMB11.4 million, RMB59.0
million, RMB62.1 million and RMB9.4 million respectively, representing 11.3%, 46.1%, 24.1% and
6.9% of our total revenue, respectively.
MAJOR SUPPLIERS
We procure certain software, devices and services, such as on-site installation and construction
services, from qualified suppliers for our daily operation and delivery of our products and solutions,
primarily in China. During the Track Record Period, we did not experience any material price
fluctuations in the products and services we procured. Our purchases from our five largest suppliers in
each year/period during the Track Record Period amounted to RMB30.0 million, RMB66.0 million,
RMB77.0 million and RMB57.0 million, respectively, accounting for 49.7%, 63.3%, 51.4% and 63.2%
of our total purchases, respectively. Our purchases from our largest suppliers in each year/period during
the Track Record Period amounted to RMB12.4 million, RMB48.3 million, RMB22.9 million and
RMB14.3 million, respectively, accounting for 20.6%, 46.3%, 15.3% and 15.9% of our purchases,
respectively.
SEASONALITY
Our results of operations are subject to significant seasonal fluctuations.
SUMMARY
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We primarily serve enterprises, whose project funding is sourced from their digital transformation
or IT budgets. Typically, enterprises establish their annual budgets around the Chinese New Year,
conduct solution evaluations and supplier selections during the first three quarters, and proceed with
project development and delivery primarily in the second half of the year. Consequently, our business
exhibits notable seasonality, with a higher proportion of revenue recognition recognized in the second
half of the year, especially in the fourth quarter. During the Track Record Period, our revenue from the
second half of the year accounted for 75% to 90% of our annual revenue, on average. According to
Frost & Sullivan, such seasonal fluctuations are common in the industry, primarily because many
projects start early in the year but are accepted by customers toward the end of the year, when annual
budgets are finalized. As a result, revenue is often recognized and centralized in the second half or
fourth quarter of the year.
OUR INDUSTRY AND COMPETITIVE LANDSCAPE
The AI computer vision solution industry and large model solution industry in which we operate
are increasingly competitive and characterized by rapid technological evolvement, fast changes in
customer demands and preferences, frequent introduction of new solutions and services and constant
emergence of new industry standards and practices.
According to Frost & Sullivan, from 2020 to 2024, the market size of emerging enterprise CV
solution in China has shown significant growth, increased from RMB2.2 billion in 2020 to RMB11.1
billion in 2024, with a CAGR of 49.9%. The penetration rate in the overall enterprise CV solution also
increased from 20.5% in 2020 to 30.2% in 2024. It is projected that by 2029, the application of
emerging enterprise CV solution will be more diverse, and the market size of emerging enterprise CV
solution in China will reach RMB97.0 billion, with a CAGR of 54.3%, and its penetration rate in the
overall enterprise CV solution will further increase to 53.2%. According to Frost & Sullivan, in terms
of sales revenue in China’s emerging enterprise CV solution market in 2024, we ranked eighth among
all market participants, with a market share of 1.6%. Regarding the enterprise large model AI solution
market, the market size in China reached RMB5.8 billion in 2024. It is expected to grow to RMB52.7
billion by 2029, representing a CAGR of 55.5% from 2024 to 2029, according to Frost & Sullivan.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The summary of the key financial information set forth below has been derived from and should
be read in conjunction with our consolidated financial statements, including the accompanying notes,
set forth in the Accountants’ Report in Appendix I to this Prospectus, as well as the information set
forth in the section headed “Financial Information.”
SUMMARY
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Summary of Consolidated Statements of Comprehensive Income
The following table sets forth a summary of our consolidated statements of profit or loss and
other comprehensive income for the periods indicated:
For the Y ear Ended December 31,
For the Nine Months Ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(Unaudited)
Revenue ................... 101,572 127,681 257,296 79,429 136,304
Cost of sales ................ (70,490) (94,605) (153,817) (48,262) (75,160)
Gross profit ................ 31,082 33,076 103,479 31,167 61,144
Other income and gains ........ 10,760 12,192 7,011 5,644 8,111
Selling and distribution expenses .. (34,788) (28,492) (22,261) (16,171) (13,853)
Administrative expenses ........ (31,492) (33,244) (31,188) (23,093) (40,680)
Research and development
expenses .................. (35,200) (36,568) (44,821) (24,137) (46,860)
Impairment losses on financial
assets, net ................. (7) (1,893) (5,090) (2,594) (2,676)
Other expenses ............... (596) (430) (833) (915) (290)
Finance costs ................ (377) (666) (1,372) (1,035) (1,820)
(Loss)/Profit before tax ......... (60,618) (56,025) 4,925 (31,134) (36,924)
Income tax (expenses)/credits .... (104) (221) 3,783 3,993 628
(Loss)/Profit for the year/period (60,722) (56,246) 8,708 (27,141) (36,296)
Attributable to:
Owners of the parent .......... (60,855) (56,232) 8,683 (27,167) (36,298)
Non-Controlling interests ....... 133 (14) 25 26 2
(60,722) (56,246) 8,708 (27,141) (36,296)
For details of the Pre-IPO investments and the accounting treatment of the redemption rights, see
“History, Development and Corporate Structure — Details of the Pre-IPO Investments — Special rights
granted to the Pre-IPO Investors” and note 29 to the Accountants’ Report set out in Appendix I to this
Prospectus.
SUMMARY
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NON-IFRS MEASURES
To supplement our consolidated financial statements which are presented in accordance with IFRS
Accounting Standards, we also use non-IFRS measures, namely, adjusted (loss)/profit (non-IFRS
measures), as additional financial metrics, which are not required by, or presented in accordance with,
IFRS Accounting Standards.
Our Directors are of the view that (1) share-based payments are non-cash items; and (2) listing
expenses are related to the Global Offering. We believe this presentation provides a more accurate
reflection of our operating performance and facilitates a better comparison across different periods.
The following table reconciles adjusted (loss)/profit (non-IFRS measures) for the periods
indicated:
For the Y ear Ended December 31,
For the Nine Months Ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(Unaudited)
Non-IFRS measures
(Loss)/Profit for the
year/period ........... (60,722) (56,246) 8,708 (27,141) (36,296)
Add back:
Share-based payments ... 7,791 11,853 11,786 8,803 9,288
Listing expenses ....... ———— 15,067
Adjusted (Loss)/Profit
(Non-IFRS measures) .. (52,931) (44,393) 20,494 (18,338) (11,941)
We recorded a loss of RMB60.7 million in 2022 and a loss of RMB56.2 million in 2023, primarily
due to our cost structure and operating expenses associated with the expansion of our software-defined
All-in-One AI solutions. Although the number of customers for our software-defined All-in-One AI
solutions increased, benefiting from rising customer demand and our promotional activities, such as
participation in industry events, the positive impact of such growth was largely offset by increases in
cost of sales and operating expenses. We recorded a profit of RMB8.7 million in 2024, primarily due to
our increased revenue despite our increased cost of sales, derived from (i) our increased customers
caused by our enhanced brand recognition and promotions activities; and (ii) the booming of the overall
market for AI computer vision solutions. We recorded a profit of RMB8.7 million in 2024 and a loss of
RMB36.3 million in the nine months ended September 30, 2025, primarily because a significant portion
of our revenue is typically generated in the second half of the year due to seasonality, particularly in
the fourth quarter, which is common in the industry, according to Frost and Sullivan. We recorded a
loss of RMB27.1 million in the nine months ended September 30, 2024 and a loss of RMB36.3 million
in the nine months ended September 30, 2025, primarily due to increased operating expenses, including
research and development expenses and administrative expenses, reflecting our continued investment in
business expansion.
During the Track Record Period, our research and development expenditures represented our
research and development expenses. We incurred research and development expenditures of RMB35.2
million, RMB36.6 million, RMB44.8 million and RMB46.9 million in 2022, 2023 and 2024 and the
nine months ended September 30, 2025, respectively, which accounted for 34.7%, 37.2%, 45.6% and
46.2% of our total operating expenditures, respectively.
SUMMARY
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Summary of Consolidated Statements of Financial Position
The following table sets forth selected information from our consolidated statements of financial
position as of the dates indicated. For the full consolidated statements of financial position as of the
dates indicated, please see I-6 and I-7 to the Accountants’ Report in Appendix I to this Prospectus.
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Total non-current assets ........... 71,603 7,457 20,778 30,532
Total current assets ............... 286,110 327,768 450,018 444,115
Total current liabilities ............ 97,387 115,260 198,741 227,074
NET CURRENT ASSETS .......... 188,723 212,508 251,277 217,041
TOTAL ASSETS LESS CURRENT
LIABILITIES ................. 260,326 219,965 272,055 247,573
Total non-current liabilities ......... 3,445 7,477 29,073 31,599
Net assets ...................... 256,881 212,488 242,982 215,974
Total equity .................... 256,881 212,488 242,982 215,974
For details of the Pre-IPO investments and the accounting treatment of the redemption rights, see
“History, Development and Corporate Structure — Details of the Pre-IPO Investments — Special rights
granted to the Pre-IPO Investors” and note 29 to the Accountants’ Report set out in Appendix I to this
Prospectus.
During the Track Record Period, fluctuations in our net assets were primarily attributable to (i)
profit or loss for the respective year or period, (ii) movements arising from share-based payment
arrangements, and (iii) capital contributions or other equity adjustments. Our net assets decreased from
RMB256.9 million as of December 31, 2022 to RMB212.5 million as of December 31, 2023, primarily
due to the net loss recorded in 2023. Our net assets increased from RMB212.5 million as of December
31, 2023 to RMB243.0 million as of December 31, 2024, primarily due to (i) the net profit recorded in
2024; (ii) the increase in share-based payment reserve arising from the recognition of share-based
payments under our equity incentive plan; and (iii) the increase in capital contribution by shareholders.
Our net assets decreased from RMB243.0 million as of December 31, 2024 to RMB216.0 million as of
September 30, 2025, primarily due to the net loss recorded in the nine months ended September 30,
2025.
SUMMARY
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Summary of Consolidated Statements of Cash Flows
The following table sets forth our cash flows for the periods indicated.
For the Y ear Ended December 31,
For the Nine Months Ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(Unaudited)
Net cash (used in) operating
activities ................. (79,143) (72,963) (17,592) (5,015) (21,373)
Net cash (used in)/generated from
investing activities .......... (75,417) 81,246 (45,271) (30,867) (42)
Net cash (used in)/generated from
financing activities .......... 178,048 11,770 38,567 (1,020) 9,810
Net (decrease)/increase in cash
and cash equivalents ......... 23,488 20,053 (24,296) (36,902) (11,605)
Cash and cash equivalents at the
beginning of the year/period ... 12,545 35,265 55,318 55,318 31,172
Cash and cash equivalents at the
end of the year/period ...... 35,265 55,318 31,172 18,416 19,684
Our cash burn rate refers to the average monthly (i) net cash used in operating activities, (ii)
purchases of items of property, plant and equipment, and (iii) payments of lease liabilities. Our
historical cash burn rate was RMB7.0 million, RMB6.5 million, RMB1.9 million and RMB2.6 million
in 2022, 2023 and 2024, and for the nine months ended September 30, 2025, respectively. Our cash
burn rate decreased from RMB7.0 million in 2022 to RMB6.5 million in 2023, and further to RMB1.9
million in 2024, attributable to our sales expansion, growth in revenue and enhanced operating cash
flow. Our cash burn rate increased from RMB1.9 million in 2024 to RMB2.6 million for the nine
months ended September 30, 2025. Assuming that the average cash burn rate going forward will be
RMB2.6 million, similar to the cash burn rate level for the year ended September 30, 2025, we estimate
that our cash and cash equivalents, current financial assets at FVTPL and current time deposits as of
September 30, 2025 will be able to maintain our financial viability for 76.9 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 purposes and based on the Offer Price), approximately 91.4
months or, if we take into account 100% of the estimated net proceeds (based on the Offer Price) from
the Global Offering, for approximately 221.7 months. We will continue to closely monitor our cash
flows used in and generated from operating activities and maintain our financial viability through a
variety of means, including, among others, banking facilities and external financings. Please refer to
“Financial Information — Indebtedness” in this Prospectus. We will continue to monitor our cash flows
from operations closely. With the continuing expansion of our business, commercialization of our
solutions and research and development activities, we could not exclude the possibility of exploring
future external fundraising opportunities. We will comply with applicable laws and regulations,
including requirements under the Listing Rules, when we proceed with such financings.
SUMMARY
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Key Financial Ratios
The following table sets forth our key financial ratios for the periods indicated.
For the Y ears Ended December 31/
As of December 31,
For the Nine
Months Ended
September
30/As of
September 30,
2022 2023 2024 2025
Revenue growth rate (1) ............. 142.2% 25.7% 101.5% 71.6%
Gross profit growth rate (2) ........... 60.4% 6.4% 212.9% 96.2%
Gross profit margin (3) .............. 30.6% 25.9% 40.2% 44.9%
Current ratio (4) .................. 2.9 2.8 2.3 2.0
Quick ratio (5) ................... 2.7 2.5 2.1 1.8
Notes:
(1) Revenue growth rate represents the current year’s/period’s revenue growth amount to the prior year’s/period’s revenue
amount.
(2) Gross profit growth rate the increase in gross profit for this year/period to the prior year’s/period’s gross profit amount.
(3) Represents gross profit for the period divided by revenue for the same period and multiplied by 100%.
(4) Current ratio is calculated based on the current assets as of the end of period divided by current liabilities as of the same
date.
(5) Quick ratio is calculated based on the current assets less inventories as of the end of period divided by current liabilities as
of the same date.
Our gross profit margin decreased from 30.6% in 2022 to 25.9% in 2023, primarily influenced by
the decrease in gross profit margin of software-defined All-in-One AI solutions. Our gross profit margin
increased from 25.9% in 2023 to 40.2% in 2024, primarily due to (i) our enhanced cost control and
supply chain management and (ii) the growth of sales of our standard AI computer vision solutions,
which yielded relatively high gross profit margin. Our gross profit margin increased from 39.2% in the
nine months ended September 30, 2024 to 44.9% in the nine months ended September 30, 2025,
primarily due to sales expansion and gross profit margin optimization of our customized AI computer
vision solutions and software-defined All-in-One AI solutions, and our enhanced cost control and
supply chain management.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the listing of, and permission to deal in, the Shares in
issue and to be issued pursuant to (i) the Global Offering and (ii) the conversion of Unlisted Shares into
H 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.
SUMMARY
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OFFERING STATISTICS
The numbers in the following table are based on the assumptions that (i) the Global Offering has
been completed and 12,480,000 H Shares are issued pursuant to the Global Offering, and (ii)
99,872,436 Unlisted Shares will be converted into H Shares.
Based on the Offer Price
of HK$40.0 per H Share
Market capitalization of our H Shares after completion of the Global
Offering (1) ................................................
HK$4,494 million
Market capitalization of our Shares after completion of the Global
Offering (2) ................................................
HK$4,517 million
Unaudited pro forma adjusted net tangible assets per Share (3) ............ HK$6.17
Notes:
(1) The calculation of market capitalization is based on 112,352,436 H Shares expected to be in issue and outstanding
following the completion of the Global Offering.
(2) The calculation of market capitalization is based on 112,914,783 Shares expected to be in issue and outstanding following
the completion of the Global Offering.
(3) The unaudited pro forma adjusted consolidated net tangible asset of the Group attributable to owners of the Company per
Share is calculated after the adjustments referred to in “Appendix IIA — Unaudited Pro Forma Financial Information” to
this Prospectus and on the basis that 112,914,783 Shares were in issue assuming that the Global Offering had been
completed on September 30, 2025.
OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
As of the Latest Practicable Date, pursuant to the Acting-in-Concert Agreement, Mr. Chan, Ms.
Luo and Hengqin Jili, collectively being the Single Largest Group of Shareholders, were able to
exercise an aggregate of approximately 29.85% of the voting rights in our Company. Immediately upon
completion of the Global Offering, Mr. Chan, Ms. Luo and Hengqin Jili are expected to be entitled to
exercise an aggregate of approximately 26.54% of the voting rights in our Company. Mr. Chan, Ms.
Luo and Hengqin Jili, will remain the Single Largest Group of Shareholders upon the Listing and our
Company will not have any controlling shareholders as defined under the Listing Rules. For further
details, please refer to the sections headed “History, Development and Corporate Structure” and
“Relationship with our Single Largest Group of Shareholders” in this Prospectus.
PREVIOUS LISTING PLAN
We previously considered seeking a listing on the Shanghai Stock Exchange (Science and
Technology Innovation Board) (ؐWe engaged Zhongtai Securities Co., Ltd ( ʕ
ʮ̡ ) and made a listing tutoring filing (ࣩthe “ Tutoring Filing ”) with
the Qingdao Regulatory Bureau of the CSRC (္၍҅ ) in January 2024.
The Tutoring Filing does not constitute a listing application. For details, please refer to “History and
Development and Corporate Structure — Previous Listing Plan and Reasons for the Listing’’ in this
Prospectus.
PRE-IPO INVESTMENTS
Starting from July 2015, we conducted several rounds of Pre-IPO financing and share transfers
among the Pre-IPO Investors. For details of background of the Pre-IPO Investors and the principal
terms of the Pre-IPO Investments, see “History, Development and Corporate Structure.”
SUMMARY
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Pursuant to the Pre-IPO Investors Agreements entered into between the Company and its
Shareholders (collectively the “ Agreements ”), the Company issued 1,972,000 ordinary shares to certain
Shareholders (collectively the “ Pre-IPO Investors ”) for a total net cash proceed of approximately
RMB500,710,000 (collectively the “ Pre-IPO investments ”). Pursuant to the Agreements, certain
Pre-IPO Investors were granted by the Company with special-rights (“ Special Rights ”) which included
redemption rights and liquidation preferences. There was no exercise of Special Rights granted by the
Company throughout the Track Record Period. The Company and the Pre-IPO Investors entered into
supplemental agreements, agreeing that certain of the Special Rights granted to Pre-IPO investors,
including redemption rights, liquidation preferences have been irrecoverably terminated and shall be
void ab initio . Taking into account the legal and regulatory framework of the Company’s jurisdiction
and the governing law of the supplemental agreements, the Directors considered that it is appropriate to
present the Pre-IPO Investments as equity throughout the Track Record Period. Had the Special Rights
granted by the Company to the Pre-IPO Investors been accounted for as financial liabilities measured at
present value of the redemption amount prior to entering into the supplemental agreements with each of
Pre-IPO Investors, (i) the redemption financial liabilities, total current liabilities, net current assets and
net assets would have been:
31 December 2022
RMB’000
Redemption financial liabilities ....................................... 81,239
Total current liabilities ............................................. 178,626
Net current assets ................................................. 107,484
Net assets ...................................................... 175,642
; and (ii) the finance costs associated with the redemption financial liabilities, total net loss, basic
earnings per share would have been:
31 December 2022 31 December 2023
RMB’000 RMB’000
Financial costs associated with the redemption financial
liabilities ....................................... 10,521 2,946
Total net loss ...................................... (71,243) (59,192)
Basic earnings per share .............................. (1.03) (0.59)
For further details, see note 29 to the Accountants’ Report set out in Appendix I to this Prospectus
and “History, Development and Corporate Structure — Details of the Pre-IPO Investments — Special
rights granted to the Pre-IPO Investors”.
DIVIDEND
No dividend was paid or declared by us during the Track Record Period.
We do not maintain a formal dividend policy or have a fixed dividend distribution ratio. Under
current applicable PRC laws, dividends may be paid only out of distributable profits, which refer to
after-tax profits less any recovery of accumulated losses and required allocations to statutory capital
reserve funds. As advised by our PRC Legal Advisor, under PRC law, a company is not permitted to
distribute dividends if it records accumulated losses. Based on our accumulated losses, we therefore are
unable to declare or distribute dividends.
SUMMARY
–1 4–


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RISK FACTORS
Our business and the Global Offering involve certain risks, which are set out in the section headed
“Risk Factors” in this Prospectus. You should read that section in its entirety before you decide to
invest in the Offer Shares. Some of the major risks we face include:
 Our commercial success depends on our efficient AI R&D capabilities and technological
capabilities. Failure to maintain such advantages of ours in the industry may have a material
and adverse impact on our commercial success.
 We may not be able to develop or introduce new products and solutions.
 Our strong and efficient R&D process relies on collaboration with third-party developers, as
well as recruiting and maintaining excellent R&D talents. If our current research
collaborators or key R&D talents terminate their relationship with us or develop relationship
with a competitor, our R&D capacities and business could be adversely and materially
impacted.
 Our business processes a large amount of business and operating data. Security breaches and
attacks against our systems and network, and failure to otherwise protect such data, could
damage our reputation and negatively impact our business, as well as materially and
adversely affect our financial condition and results of operations.
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 accountants for their services rendered in relation to the Listing and the
Global Offering, and other fees and expenses. Assuming an Offer Price of HK$40.0 per H Share the
estimated total listing expenses for the Global Offering are approximately RMB57.7 million (equivalent
to HK$64.2 million), accounting for approximately 13.0% of our gross proceeds. Among such estimated
total listing expenses, we expect to pay underwriting-related expenses of RMB27.1 million, professional
fees for our legal advisors and reporting accountants of RMB19.6 million and other fees and expenses
of RMB10.5 million. During the Track Record Period, RMB15.1 million had been recognized as listing
expenses in our consolidated statements of profit or loss, and additionally, an estimated amount of
RMB18.7 million for our listing expenses is expected to be expensed through the statement of profit or
loss and an estimated amount of RMB23.3 million is expected to be recognized directly as a deduction
from equity upon the Listing.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$434.4 million after deducting the underwriting fees and expenses payable by us in the Global
Offering, assuming an Offer Price of HK$40.0 per H Share in this Prospectus. We intend to use the net
proceeds from the Global Offering for the following purposes and in the amounts set out below:
 approximately 60.0%, or HK$260.6 million, will be used for enhancing our research and
development capacities, including approximately 40.0% of the net proceeds, or HK$173.8
million, will be used for large model and AI infrastructure construction; and approximately
20.0% of the net proceeds, or HK$86.9 million, will be used to upgrade the AI-PaaS
middleware;
SUMMARY
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--- page 25 ---
 approximately 30.0%, or HK$130.3 million, will be used for improving our
commercialization capabilities, including approximately 25.0% of the net proceeds, or
HK$108.6 million, will be used to build a diversified marketing network; and approximately
5.0% of the net proceeds, or HK$21.7 million, will be used to implement the global
development strategy;
 the remaining amount of approximately HK$43.4 million, representing not more than 10.0%
of the net proceeds, will be used to provide funding for our working capital and general
corporate purposes. For further details, please refer to the section headed “Future Plans and
Use of Proceeds” in this Prospectus.
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
We launched Extreme Agent in the fourth quarter of 2025, which is primarily used as a delivery
platform for our large model solutions. Extreme Agent is an enterprise-oriented agent application
development and management platform. It enables enterprise customers to develop and manage agent
applications using a range of tools, such as low-code and visual configuration tools. The platform
supports integration with multiple mainstream large language models. Extreme Agent provides various
functional modules, including a knowledge base, plug-in library, model library and MCP. These
modules are designed to help enterprise customers integrate large model capabilities with their specific
business needs, and efficiently develop agent applications for practical business scenarios.
In the fourth quarter of 2025, we officially named our AI Visual Language Model as Stellaris
Vision-Language Model (ۨ.)
We recorded a profit of RMB8.7 million in 2024 and a loss of RMB45.8 million in 2025, which
was primarily due to the increase in research and development expenses and listing expenses. We
recorded an impairment of trade receivables of RMB22.8 million as of December 31, 2025, compared
with RMB7.5 million as of December 31, 2024. For details, please see “Management’s Discussion and
Analysis of Financial Condition and Operation Results” in “Appendix IIB — Unaudited Preliminary
Financial Information for the Year Ended December 31, 2025” to this Prospectus. Furthermore, as of
January 31, 2026, we had cash and cash equivalent of RMB14.5 million and our financial assets at
FVTPL amounted to RMB126.6 million which generally can be redeemed and settled within two
business days. Therefore, they both can be used to supplement our liquidity timely. As of the same date,
we had obtained committed unutilized banking facilities of RMB87.8 million, which can also be used to
supplement our liquidity and meet our funding requirements.
Our Directors confirm that up to the date of this Prospectus, there has been no material adverse
change in our financial, operational or trading position, indebtedness, mortgage, contingent liabilities,
guarantees or prospects since September 30, 2025, being the end of the period reported on the
Accountants’ Report included in Appendix I; and there has been no event since September 30, 2025
which would materially affect the information shown in the Accountants’ Report set out in Appendix I
to this Prospectus.
SUMMARY
–1 6–


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In this Prospectus, unless the context otherwise requires, the following terms shall have the
following meanings. Certain technical terms are explained in the section headed “Glossary of
Technical Terms” in this Prospectus.
“Accountants’ Report” the report from the Reporting Accountants, the text of which is set out in
Appendix I to this Prospectus
“Acting-in-Concert
Agreement”
the acting-in-concert agreement entered into among our Single Largest
Group of Shareholders on October 9, 2021
“affiliate” with respect to any specified person, any other person, directly or
indirectly, controlling or controlled by or under direct or indirect
common control with such specified person
“AFRC” or “Accounting
and Financial Reporting
Council”
the Accounting and Financial Reporting Council of Hong Kong SAR
“Articles” or “Articles of
Association”
the amended and restated articles of association of our Company,
conditionally adopted on June 26, 2025 with effect from the Listing Date,
and as amended from time to time, a summary of which is set out in the
section headed “Appendix III — Summary of the Articles of Association”
to this Prospectus
“associate(s)” has the meaning ascribed thereto under the Listing Rules
“Audit Committee” audit committee of the Board
“Board” or “Board of
Directors”
the board of directors of our Company
“business day” or
“Business Day”
any day (other than a Saturday, Sunday or public holiday in Hong Kong
SAR) on which banks in Hong Kong SAR are generally open for normal
banking business
“Capital Market
Intermediaries”
the capital market intermediaries participating in the Global Offering and
has the meaning ascribed thereto under the Listing Rules
“CCASS” The Central Clearing and Settlement System established and operated by
HKSCC
“China” or “PRC” the People’s Republic of China and for the purposes of this Prospectus
only, except where the context requires otherwise, excluding Hong Kong
SAR, Macao SAR and Taiwan, China
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as
amended, supplemented or otherwise modified from time to time
“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
DEFINITIONS
–1 7–


--- page 27 ---
“Company”, or “our
Company”
Shandong Extreme Vision Technology Co., Ltd.* (΅
ʮ̡) (formerly known as Shandong Extreme Vision Technology
Co., Ltd. (ʮ̡ ), established in the PRC on June 15,
2015 under the name of Shenzhen Extreme Vision Technology Co., Ltd.
(ʮ̡ ) as a limited liability company and converted
into a joint-stock company with limited liability on April 26, 2023
“Company Law” or “PRC
Company Law”
the Company Law of the PRC (جas amended,
supplemented or otherwise modified from time to time
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“connected transaction(s)” has the meaning ascribed to it under the Listing Rules
“CSDC” China Securities Depository and Clearing Corporation Limited ( ʕ਷ᗇՎ
ப΂ʮ̡ )
“CSDC (Hong Kong)” China Securities Depository and Clearing (Hong Kong) Company Limited
“CSRC” China Securities Regulatory Commission (ึ )
“Director(s)” the director(s) of our Company
“Extreme Conditions” the occurrence of “extreme conditions” as announced by any government
authority of Hong Kong due to serious disruption of public transport
services, extensive flooding, major landslides, large-scale power outage
or any other adverse conditions before Typhoon Signal No. 8 or above is
replaced with Typhoon Signal No. 3 or below
“FIL” Foreign Investment Law (جpublished by
State Council in January 2020
“Fine-grained grounding” the task of precisely locating and aligning linguistic elements (such as
words or phrases) to their corresponding fine-grained visual regions,
attributes, or instances in an image
“FINI” an online platform operated by HKSCC that is mandatory for admission
to trading and, where applicable, the collection and processing of
specified information on subscription in and settlement for all new
listings
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., the industry
consultant, an independent third party
“Frost & Sullivan Report” an independent market research report commissioned by us and prepared
by Frost & Sullivan for the purpose of this prospectus
“General VQA” General Visual Question Answering, a multimodal task that enables
models to answer open-ended natural language questions about arbitrary
images by combining visual understanding, language comprehension, and
common-sense reasoning
“Global Offering” the Hong Kong Public Offering and the International Offering
DEFINITIONS
–1 8–


--- page 28 ---
“Group”, “our Group”,
“we”, or “us”
the Company and its subsidiaries from time to time or, where the context
so requires, in respect of the period prior to our Company becoming the
holding company of its present subsidiaries, such subsidiaries as if they
were subsidiaries of our Company at the relevant time
“Guide for New Listing
Applicants”
the Guide for New Listing Applicants issued by the Stock Exchange, as
amended, supplemented or otherwise modified from time to time
“H Share Registrar” Tricor Investor Services Limited
“H Share(s)” overseas listed foreign share(s) in our ordinary share capital, with
nominal value of RMB1.00 each in the share capital of our Company,
which are to be subscribed for and traded in HK dollars and for which an
application has been made for listing and permission to trade on the
Stock Exchange
“Hengqin Jichuang” Zhuhai Hengqin Jichuang Investment Partnership (Limited Partnership)*
(मऎዑೞ฽௴ҳ༟ΥྫΆุ (Υྫ)), a limited partnership
established in the PRC on May 12, 2021, one of the Pre-IPO Employee
Incentive Platforms, of which Qingdao Hanxingying Investment Co., Ltd.
(ʮ̡ ), which is owned as to 99% by Mr. Xu and
1% by Mr. Shen Wenquan, is the sole general partner
“Hengqin Jili” Zhuhai Hengqin Jili Investment Partnership (Limited Partnership)* ( मऎ
ዑೞ฽ɢҳ༟ΥྫΆุ (Υྫ)), a limited partnership established in
the PRC on August 4, 2020, one of our Single Largest Group of
Shareholders and one of the Pre-IPO Employee Incentive Platforms, of
which Qingdao Hanshi Investment Co., Ltd. (ʮ̡ ),
which is owned as to 99% by Mr. Chan and 1% by Mr. Chen Shuo, is the
sole general partner
“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued in the
applicant’s own name, submitted online through the designated website at
www.hkeipo.hk
“HK eIPO White Form
Service Provider”
the HK eIPO White Form service provider designated by our Company
as specified on the designated website at www.hkeipo.hk
“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly-owned
subsidiary of Hong Kong Exchanges and Clearing Limited
“HKSCC EIPO ” the application for the Hong Kong Offer Shares to be issued in the name
of HKSCC Nominees and deposited directly into CCASS to be credited
to your designated HKSCC Participant’s stock account through causing
HKSCC Nominees to apply on your behalf, including by instructing your
broker or custodian who is a HKSCC Participant to give electronic
application instructions via HKSCC’s FINI system to apply for the
Hong Kong Offer Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary of HKSCC
“HKSCC Participant” a participant admitted to participate in CCASS as a direct clearing
participant, a general clearing participant or a custodian participant
DEFINITIONS
–1 9–


--- page 29 ---
“Hong Kong Offer Shares” the 624,000 H Shares initially being offered for subscription in the Hong
Kong Public Offering (subject to reallocation as described in the section
headed “Structure of the Global Offering” in this Prospectus)
“Hong Kong Public
Offering”
the offer of the Hong Kong Offer Shares for subscription by the public in
Hong Kong at the Offer Price (plus brokerage of 1%, SFC transaction
levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock
Exchange trading fee of 0.00565%) on the terms and subject to the
conditions described in this Prospectus, as further described in the section
headed “Structure of the Global Offering — The Hong Kong Public
Offering” in this Prospectus
“Hong Kong SAR”
or “Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic
of China
“Hong Kong SAR dollars”
or
“HK dollars” or “HK$”
Hong Kong SAR dollars, the lawful currency of Hong Kong SAR
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering as listed in the
section headed “Underwriting — Hong Kong Underwriters” in this
Prospectus
“Hong Kong Underwriting
Agreement”
the underwriting agreement, dated March 19, 2026, relating to the Hong
Kong Public Offering, entered into among by, inter alia, our Company
and the Hong Kong Underwriters, as further described in the section
headed “Underwriting — Hong Kong Underwriting Arrangement — Hong
Kong Public Offering” in this Prospectus
“IFRS” International Financial Reporting Standards, as issued from time to time
by the International Accounting Standards Board
“independent third
party(ies)” or
“Independent Third
Party(ies)”
any entity or person who is not a connected person of our Company
within the meaning ascribed thereto under the Listing Rules
“International Offer
Shares”
the 11,856,000 H Shares being initially offered for subscription and
purchased at the Offer Price under the International Offering, subject to
reallocation as described under the section headed “Structure of the
Global Offering” in this Prospectus
“International Offering” the offer of the International Offer Shares at the Offer Price outside the
United States in offshore transactions in accordance with Regulation S or
any other available exemption from registration under the U.S. Securities
Act, as further described in the section headed “Structure of the Global
Offering” in this Prospectus (for the avoidance of doubt, of the
International Offer Shares initially being offered under the International
Offering)
“International
Underwriters”
the underwriters of the International Offering
DEFINITIONS
–2 0–


--- page 30 ---
“International
Underwriting
Agreement”
the international underwriting agreement relating to the International
Offering and expected to be entered into by, inter alia, our Company and
the International Underwriters as further described in the section headed
“Underwriting — International Offering” in this Prospectus
“Latest Practicable Date” March 13, 2026, being the latest practicable date for ascertaining certain
information in this Prospectus before its publication
“Listing” the listing of the H Shares on the Main Board
“Listing Committee” the Listing Committee of the Stock Exchange
“Listing Date” the date, expected to be on or about March 30, 2026, on which the H
Shares are listed and dealings in the H Shares are permitted to commence
on the Stock Exchange
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited, as amended, supplemented or otherwise modified
from time to time
“Macao SAR” or “Macao” the Macao Special Administrative Region of the People’s Republic of
China
“Main Board” the stock exchange (excluding the option market) operated by the Stock
Exchange which is independent from and operates in parallel with the
GEM of the Stock Exchange
“MOFCOM” the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ௅ )
“Mr. Chan” Mr. Chan Chan Kit (௫), the chairman of our Board, our executive
Director, general manager, and one of our Single Largest Group of
Shareholders
“Mr. Xu” Mr. Xu Lei (ཤ), our chief financial officer, secretary of the Board and
joint company secretary
“Ms. Luo” Ms. Luo Yun ( ᖯᗲ), our executive Director, deputy general manager and
one of our Single Largest Group of Shareholders
“NDRC” the National Development and Reform Commission of the PRC ( ʕശɛ
ึ )
“Offer Price” HK$40.0, being the price per Offer Share (exclusive of any brokerage
fee, SFC transaction levy, AFRC transaction levy and the Stock Exchange
trading fee) at which the H Shares are to be subscribed for and issued
pursuant to the Global Offering, to be determined as described in section
headed “Structure of the Global Offering” in this Prospectus
“Offer Share(s)” the H Shares offered in the Global Offering
“Overall Coordinator” CLSA Limited
“Pathfinder SII(s)” has the meaning ascribed to it in Chapter 2.5 of the Guide for New
Listing Applicants issued by the Stock Exchange
“PRC Legal Advisor” Jia Yuan Law Offices, our legal advisor as to PRC laws
DEFINITIONS
–2 1–


--- page 31 ---
“Pre-IPO Employee
Incentive Platforms”
Hengqin Jili and Hengqin Jichuang
“Pre-IPO Investments” the Pre-IPO investments in our Company undertaken by the Pre-IPO
Investors, details of which are set out in the section headed “History,
Development and Corporate Structure” in this Prospectus
“Pre-IPO Investors” the investor(s) from whom our Company obtained several rounds of
investments, details of which are set out in the section headed “History,
Development and Corporate Structure” in this Prospectus
“Prospectus” this prospectus being issued in connection with the Hong Kong Public
Offering
“Regulation S” Regulation S under the U.S. Securities Act
“Reporting Accountants” Ernst & Young
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“SAFE” State Ad ministration of Foreign Exchange of the PRC ( ʕശɛ͏΍ձ਷
̮ි၍ଣ҅ )
“SAMR” State Administration for Market Regulation of the PRC ( ʕശɛ͏΍ձ਷
̹ఙ္ຖ၍ଣᐼ҅ )
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” or “Securities and
Futures Ordinance”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong), as amended, supplemented, or otherwise modified from time to
time
“Share(s)” ordinary share(s) in the share capital of our Company with a nominal
value of RMB1.00 each, comprising Unlisted Shares and H Shares
“Shareholder(s)” holder(s) of our Share(s)
“Single Largest Group of
Shareholders”
refers to Mr. Chan, Ms. Luo and Hengqin Jili. For further details, please
refer to “Relationship with Our Single Largest Group of Shareholders” in
this Prospectus
“Sole Global Coordinator”,
“Joint Bookrunners” or
“Joint Lead Managers”
the sole global coordinator, the joint bookrunners and the joint lead
managers as named in “Directors and Parties Involved in the Global
Offering” in this prospectus
“Sole Sponsor” CITIC Securities (Hong Kong) Limited
“Specialist Technology
Company(ies)”
has the meaning ascribed to it under Chapter 18C of the Listing Rules
“Specialist Technology
Industry”
has the meaning ascribed to it under Chapter 18C of the Listing Rules
“Specialist Technology
Products”
has the meaning ascribed to it under Chapter 18C of the Listing Rules
DEFINITIONS
–2 2–


--- page 32 ---
“Sponsor-Overall
Coordinator”
CLSA Limited
“State Council” State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫ )
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“subsidiary(ies)” has the meaning ascribed thereto in section 15 of the Companies
Ordinance
“substantial shareholders” has the meaning ascribed to it in the Listing Rules
“Takeovers Code” The Code on Takeovers and Mergers issued by the SFC, as amended,
supplemented or otherwise modified from time to time
“Track Record Period” the period comprising the three financial years ended December 31, 2022,
2023, and 2024 and the nine months ended September 30, 2025
“U.S. dollars” or “US$” United States dollars, the lawful currency of the United States
“U.S. persons” U.S. persons as defined in Regulation S
“U.S. Securities Act” United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder
“Underwriters” the Hong Kong Underwriters and the International Underwriters
“Underwriting
Agreements”
the Hong Kong Underwriting Agreement and the International
Underwriting Agreement
“United States” or the
“U.S.”
the United States of America, its territories, its possessions and all areas
subject to its jurisdiction
“Unlisted Share(s)” ordinary share(s) in the share capital of our Company with a nominal
value of RMB1.00 each, which is/are subscribed for and paid up in
Renminbi by domestic investors and not listed or traded on any stock
exchange
“V AT” value-added tax
“%” per cent
Unless otherwise specified or the context otherwise requires: 1. all times refer to Hong Kong SAR
time; 2. references to years, months and days in this Prospectus are to calendar years, calendar months
and calendar days, respectively; and 3. all data in this Prospectus is as of the date of this Prospectus.
In this Prospectus, the terms “associate,” “close associate,” “connected person,” “core
connected person,” “connected transaction,” “controlling shareholder/single largest group of
shareholders” and “substantial shareholder” shall have the meanings given to such terms in the Listing
Rules, unless the context otherwise requires.
Certain amounts and percentage figures included in this Prospectus have been subject to
rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation
of the figures preceding them. Any discrepancies in any table or chart between the total shown and the
sum of the amounts listed are due to rounding. In this Prospectus, “ *” denotes translation of certain
natural persons, legal persons, enterprises, governmental authorities, institutions, entities,
DEFINITIONS
–2 3–


--- page 33 ---
organizations, departments, facilities, laws and regulations into Chinese or English (as the case
maybe), etc., or another language included in this Prospectus for identification purposes only. In the
event of any inconsistency, the Chinese names or the names in their original languages prevail.
If there is any inconsistency between the English version of this Prospectus and the Chinese
translation of this Prospectus, the English version of this Prospectus shall prevail unless otherwise
stated. However , if there is any inconsistency between the names of any of the entities mentioned in the
English version of this Prospectus which are not in the English language and their English translations,
the names in their respective original language shall prevail.
EXCHANGE RATE CONVERSION
Solely for your convenience, this Prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong SAR dollars and U.S. dollars.
Unless otherwise specified, amounts denominated in Hong Kong SAR dollars and Renminbi have
been translated, for the purpose of illustration only, into U.S. dollars in this Prospectus at the following
exchange rates:
HK$1.00: RMB0.8816
US$1.00: RMB6.9007
US$1.00: HK$7.8272
No representation is made that any amounts in Renminbi, Hong Kong SAR dollars or U.S. dollars
can be or could have been at the relevant dates converted at the above rates or any other rates or at all.
DEFINITIONS
–2 4–


--- page 34 ---
This glossary of technical terms contains definitions of certain terms used in this Prospectus in
connection with our Group and our business. These terms and their definitions may not correspond
to standard industry definitions, and may not be directly comparable to similarly titled terms
adopted by other companies operating in the same industries as our Group.
“AI” artificial intelligence
“AI+” the application of artificial intelligence technologies in traditional
industries to enhance the efficiency and innovation of intelligent
solutions
“AI agent/agent” a software-based system that employs artificial intelligence techniques to
autonomously or semi-autonomously perceive its operating environment,
make decisions based on predefined objectives or learned models, and
execute actions or workflows with limited or no continuous human
intervention
“AI model” mathematical algorithms which can take unstructured data as input and
transform them into informative outputs through its capability of
perceiving the world, transcribing and organizing information, enhancing
or generating contents, or making decisions
“algorithm” a procedure or formula for resolving a problem, based on conducting a
sequence of specific actions, especially by a computer
“API” application programming interface, a computer programming approach
for facilitating exchange of information and executing instructions
between different computer systems
“BERT” a class of transformer-based artificial intelligence models designed to
learn contextual representations of language by processing text
bidirectionally, enabling improved performance in natural language
understanding tasks such as classification, extraction, and semantic
analysis
“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
“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 those
information
“CAGR” compound annual growth rate
“deployment acceleration” the process of speeding up the deployment of software, infrastructure, or
other resources, often through automation and improved processes
“deep learning” a machine learning technique that constructs artificial neural networks
with multiple layers to extract features from the new input
GLOSSARY OF TECHNICAL TERMS
–2 5–


--- page 35 ---
“EHS” Environment, Health, and Safety, an interdisciplinary field focused on
managing and mitigating risks related to environment protection,
occupational health, and workplace safety
“EHS+AI intelligent” the application of artificial intelligence technologies to enhance
Environmental, Health, and Safety (EHS) practices within organizations
“Extreme Mart” the open algorithm development platform built for AI algorithm
developers
“Extreme Stars” the algorithm inference and deployment platform
“Extreme Flow” the algorithm training and management platform
“ERP” Enterprise Resource Planning, a software system that integrates and
manages a company’s core business processes and operations, with the
aim to help organizations to automate tasks, reduce costs, and make
informed decisions by centralizing data and providing real-time insights
“Fine-grained grounding” the task of precisely locating and aligning linguistic elements (such as
words or phrases) to their corresponding fine-grained visual regions,
attributes, or instances in an image
“General-purpose large
models”
large-scale pre-trained models with inherent natural language
understanding and conversational capabilities, which are not tailored to
specific industry scenarios or customer use cases without further
algorithmic integration or contextual enhancement
“GPT” a class of large-scale artificial intelligence models based on transformer
architectures that are pre-trained on extensive datasets to learn general
language patterns and can generate, interpret, or transform text and other
data in response to prompts or inputs
“General VQA” General Visual Question Answering, a multimodal task that enables
models to answer open-ended natural language questions about arbitrary
images by combining visual understanding, language comprehension, and
common-sense reasoning
“IP” intellectual property
“IT” information technology
“knowledge base
management”
the systematic process of creating, organizing, maintaining, and
distributing an organization’s knowledge to facilitate efficient information
sharing and collaboration, enabling informed decision-making and
improved productivity
“large language model” the language model trained on large quantities of text data with
billion-level or above parameters for general purposes, as opposed to
models trained for accomplishing
“MCP” Model Context Protocol, a standardized mechanism that defines how
contextual information, instructions, tools, and data are structured,
transmitted, and managed between models and functional modules,
enabling consistent interaction, extensibility, and coordinated execution
across the system
GLOSSARY OF TECHNICAL TERMS
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“multi-agent optimization” a computational framework in which multiple autonomous or
semi-autonomous agents interact within a shared system or environment
and coordinate, compete, or negotiate to optimize one or more predefined
objective functions, subject to specified constraints
“NLP” natural language processing, technologies that enable the system to
understand, analyse and generate human language, including unstructured
text and conversational data
“OCR” optical character recognition
“parameter” the trainable weights and variables learned and stored by the artificial
intelligence large model during training and inference, which are core
indicators measuring the model’s scale, knowledge storage capacity, and
ability to fit complex linguistic and logical patterns
“Q&A” questions and answers
“RAG” Retrieval-Augmented Generation, an AI technique that enhances large
language models by enabling them to access and incorporate information
from external knowledge sources during the generation of responses
“repurchase rate” a metric to track and measure our ability to repeatedly sell our
algorithms. We define repurchased algorithms as algorithms purchased by
any of our customers for at least twice. Accordingly, our repurchase rate
is calculated by dividing the number of repurchased algorithms by the
total number of algorithms available for sale as of September 30, 2025
“R&D” research and development
“scenario-based
algorithm(s)”
algorithmic mechanisms that enhance a large model’s ability to recognise
and operate within specific business scenarios
“VLM” or “Visual
Language Model”
a type of large model that combines computer vision and natural
language processing to understand and generate text from both visual and
textual inputs
“VPN” Virtual Private Network, a technology that creates a secure and encrypted
connection over a less secure network, enabling users to access private
networks and resources remotely while masking their online activities
GLOSSARY OF TECHNICAL TERMS
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Certain statements in this Prospectus are forward-looking statements that are, by their nature,
subject to significant risks and uncertainties. Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not
always, through the use of words or phrases such as “will,” “expect,” “anticipate,” “estimate,”
“believe,” “going forward,” “ought to,” “may,” “seek,” “should,” “intend,” “plan,” “projection,”
“could,” “vision,” “goals,” “objective,” “target,” “schedule,” “predict,” “aim,” “intend”, “consider,”
“would,” “continue” and “outlook”) are not historical facts, but are forward-looking and may involve
estimates and assumptions and are subject to risks (including the risk factors detailed in this
Prospectus), uncertainties and other factors some of which are beyond our control and which are
difficult to predict. Accordingly, these factors could cause actual results or outcomes to differ materially
from those expressed in the forward-looking statements.
Our forward-looking statements have been based on assumptions and factors concerning future
events that may prove to be inaccurate. Those assumptions and factors are based on information
currently available to us about the businesses that we operate. The risks, uncertainties and other factors,
many of which are beyond our control, that could influence actual results include, but are not limited
to:
 general political, market and economic conditions, including those related to the PRC; any
changes in the laws, rules and regulations of the central and local governments in the PRC
and other relevant jurisdictions and the rules, regulations and policies of the relevant
governmental authorities relating to all aspects of our business; our planned projects and
goals; our ability to control or reduce costs; our ability to control our risks; our ability to
maintain good relationships with business partners; our business prospects and expansion
plans; our ability to successfully implement our business plans and strategies; our financial
condition and performance, debt levels and capital needs; our dividend policy;
 our capital expenditure plans; various business opportunities that we may pursue; the actions
and developments of our competitors; changes or volatility in interest rates, foreign
exchange rates, equity prices or other rates or prices, including those pertaining to the PRC
and the industry and markets in which we operate; and all other risks and uncertainties
described in the section headed “Risk Factors” in this Prospectus.
Since actual results or outcomes could differ materially from those expressed in any
forward-looking statements, we strongly caution investors against placing undue reliance on any such
forward-looking statement. Any forward-looking statement speaks only as of the date on which such
statement is made, and, except as required by the Listing Rules, we undertake no obligation to update
any forward-looking statement or statements to reflect events or circumstances after the date on which
such statement is made or to reflect the occurrence of unanticipated events. Statements of or references
to our intentions or those of any of our Directors are made as of the date of this Prospectus. Any such
intentions may change in light of future developments.
All forward-looking statements in this Prospectus are expressly qualified by reference to this
cautionary statement.
FORW ARD-LOOKING STATEMENTS
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An investment in our Shares involves significant risks. Y ou should carefully consider all of
the information in this Prospectus, including the risks and uncertainties described below, before
making an investment in our H Shares. Particularly, we are a commercial company seeking to list
on the Main Board of the Stock Exchange under Chapter 18C of the Listing Rules. Our
operations and the Specialist Technology Industry in which we operate involve certain risks and
uncertainties, some of which are beyond our control and may cause you to lose all your
investments in our Shares.
The following is a description of what we consider to be our material risks. Any of the
following risks could have a material adverse effect on our business, financial condition and
results of operations. In any such case, the trading price of our H Shares could decline, and you
may lose all or part of your investment. These factors are contingencies that may or may not
occur, and we are not in a position to express a view on the likelihood of any such contingency
occurring. The information given is as of the Latest Practicable Date unless otherwise stated, will
not be updated after the date hereof, and is subject to the cautionary statements in
“Forward-looking Statements” in this Prospectus.
RISKS RELATING TO OUR RESEARCH AND DEVELOPMENT
Our commercial success depends on our efficient AI R&D capabilities and technological
capabilities. Failure to maintain such advantages of ours in the industry may have a material and
adverse impact on our commercial success.
Our R&D and technological success depends on various factors, including the reliability and
robustness of our platform, its competitive advantages in efficiency and innovation over alternative
technologies, our ability to continuously upgrade and advance our platform, and market sentiment
regarding our technology’s accuracy and data security.
There can be no assurance that we will successfully address any of these or other factors that may
affect the market position of our platform or technologies. If we are unsuccessful in achieving or
maintaining market position of our platform and technological capabilities, our business, financial
condition, results of operations and prospects could be materially and adversely affected.
We may not be able to develop or introduce new products and solutions.
Our success relies on our ability to spot market trends and come up with advanced, precise
products and solutions.
However, we cannot assure you that we will be able to continuously develop and introduce new
products or solutions in the future. We may struggle to keep pace with evolving customer demands and
preferences. Even though we track the latest market trends and customer’s needs, we may not be able to
develop the required products or solutions in time or at all. As we explore new industries, our
unfamiliarity may result in slower development or misaligned strategies. If we are unable to deliver
products and solutions that meet customer expectations, our business, financial performance and results
of operation may be adversely and materially impacted.
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Our strong and efficient R&D process relies on collaboration with third-party developers, as well
as recruiting and maintaining excellent R&D talents. If our current research collaborators or key
R&D talents terminate their relationship with us or develop relationship with a competitor, our
R&D capacities and business could be adversely and materially impacted.
The third-party developers and R&D professionals we work with are critical to the advancement
of our integrated technology platforms and the development of our AI computer vision solutions. We
incentivize third-party developers and our in-house R&D personnel through various efforts, however,
there is no guarantee that these individuals will remain with us or refrain from working with our
competitors. If they depart, our R&D processes may slow significantly or even come to a halt. Finding
and onboarding qualified replacements may require substantial time and resources. Our ability to attract
suitable professionals is influenced by factors beyond our control, such as the availability of skilled
candidates in the market, competitive compensation levels, demographic shifts and changes in
employment or labor laws and regulations. If we are unable to retain our current collaborators or R&D
personnel or to identify and recruit suitable replacements in a timely manner, our R&D capacities and
business could be adversely and materially impacted.
We have been and intend to continue investing significantly in R&D, which may negatively impact
our profitability and operating cash flow in the short-term and may not generate the results we
expect to achieve.
We have been investing significantly in our research and development efforts. For details, please
see “Financial Information.” To remain competitive and support the growth and evolution of our
products and services, we must continue to allocate substantial financial and other resources to research
and development. Consequently, our R&D expenses may continue to rise significantly, which could
negatively impact our short-term profitability and operating cash flow.
Despite these investments, there is no assurance that our R&D efforts will yield the intended
results or deliver the expected returns. Research and development inherently involve a high degree of
uncertainty and we may encounter difficulties in attracting, retaining and deploying sufficient qualified
talent and resources. Even when successful, the transition from R&D to commercialization may involve
unforeseen technical, operational or market-related challenges. Given the rapid pace of advancements in
AI and related technologies, we may be unable to upgrade our technologies in a timely, efficient or
cost-effective manner, or at all. In addition, emerging innovations could render our existing or planned
technologies, platforms, products or solutions obsolete or less competitive. These risks may limit our
ability to recoup development costs and could result in decreased revenue, profitability and market
share.
The data and information that we gather and use in our R&D process could be inaccurate or
incomplete.
We collect data based on the principles of authenticity, accuracy and necessity. Personal
information is only collected with the consent of the relevant individuals. If there is a business need to
use personal information beyond the agreed scope, we will first obtain explicit consent from the
individuals before proceeding. The overall quality of data collected or accessed in the AI industry is
often subject to challenge. The degree or amount of data which is knowingly or unknowingly absent or
omitted can be material. If we make mistakes in capturing, inputting or analyzing these data, our ability
to provide AI computer vision solutions may be materially harmed and our business, reputation,
financial performance and results of operation may suffer.
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In addition, we may collaborate with third parties who use specialized tools to perform annotation.
If any of these third parties fails to meet our standards in terms of data accuracy or completeness, the
integrity of the data may be compromised. Our reliance on such third parties may expose us to
regulatory or other liabilities, which may materially and adversely affect our business, reputation,
financial condition and results of operations.
RISKS RELATING TO OUR INTELLECTUAL PROPERTY
We may not be able to take or maintain adequate intellectual property rights protection for our
products and solutions, which may adversely impact our business, financial performance and
results of operation.
We consider our patents, software copyrights, trademarks and other intellectual properties to be
critical to our success.
We depend on a combination of intellectual property and competition laws, including those
governing trademarks, copyrights, patents, and trade secrets, as well as contractual protections, to
secure our proprietary rights. However, these protective measures may not be sufficient or as effective
as intended. We cannot assure you that all parties will comply with their contractual obligations and our
agreements may not prevent unauthorized disclosure of confidential information or provide adequate
remedies in the event of such disclosures. In addition, third parties may independently develop similar
technologies or discover our trade secrets, limiting our ability to assert trade secret rights.
Furthermore, our competitors may infringe on our patent rights or otherwise violate our
intellectual property rights. Enforcing our rights through litigation can be costly and time-consuming
and may divert the attention of our management and technical personnel. If we initiate infringement
proceedings, the defendants may counterclaim that we infringe their intellectual property or challenge
the validity or enforceability of our patents. Courts may determine that our patents are invalid,
unenforceable, or not infringed, or may interpret the scope of our patent claims narrowly, limiting our
ability to exclude others from using the underlying technologies. Similarly, if we bring trademark
infringement claims, a court may rule that the marks we assert are unenforceable or that the opposing
party has superior rights, potentially forcing us to cease the use of the disputed marks.
In such litigation, any monetary damages awarded may not be sufficient to compensate for our
loss. Furthermore, the discovery process in intellectual property litigation carries the risk of exposing
sensitive information. There is no assurance that we will have sufficient financial or other resources to
pursue or sustain such litigation, which may take several years to resolve. Even if we ultimately prevail
in such claims, the cost of such litigation and the diversion of the attention of our management and
scientific personnel could outweigh the potential benefits, which may ultimately harm our competitive
position and financial performance.
We may be subject to infringement of intellectual property rights or misappropriation claims by
third parties.
We cannot guarantee that our operations, technologies or solutions do not or will not infringe
upon, or otherwise violate, the intellectual property rights of third parties, including patents, trademarks
and software copyrights.
It is possible that holders of intellectual property, if any exist, related to aspects of our business or
technology may seek to enforce those intellectual property against us , which may prevent us from
using our technologies. Given the complexity of the technology landscape, it is challenging for us to
RISK FACTORS
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identify all third-party intellectual property rights that may be relevant to our products and solutions.
Additionally, some patent applications remain confidential for a certain period, and we cannot be
certain that third parties have not filed patents that cover our technologies.
Even if we hold intellectual property rights to our technologies, solutions and services, third-party
intellectual property holders may initiate infringement or other related claims against us. Regardless of
the merits of such claims, these third parties may seek and obtain injunctive relief or other equitable
remedies, potentially halting or delaying our ability to continue providing our solutions and services. If
a patent or intellectual property infringement case is filed against us, we could be forced to suspend or
alter our research and development efforts, the provision of our solutions or the use of our intellectual
property.
Intellectual property litigation could significantly increase our operating costs, reducing the
resources available for research and development, marketing and sales activities. We may not have
sufficient financial or other resources to adequately manage or sustain such legal proceedings. Even if
we prevail in such disputes, the costs involved could outweigh any potential benefits. Moreover, any
adverse court ruling or the public perception of such a ruling could negatively affect our reputation and
financial position.
Changes in intellectual property law could diminish the value of intellectual property rights in
general and impair our ability to protect our products and solutions.
Implementation of intellectual property laws has historically faced challenges, primarily because
of ambiguities in the laws and difficulties in enforcement. Monitoring and preventing the unauthorized
use of our proprietary technology, trademarks and other intellectual property can be difficult and
expensive. We may need to initiate litigation to enforce our rights, which could result in substantial
costs, divert management and financial resources, disrupt our business operations, as well as materially
and adversely affect our financial condition and results of operations.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
The industries in which we operate are characterized by constant changes. If we fail to
continuously develop and innovate our technology and provide innovative solutions that meet
customers’ evolving needs, we may not be able to retain existing customers, attract new customers
or increase market share.
Our growth depends on our ability to accurately identify and anticipate customer needs and to
develop products and solutions that address those demands effectively.
To remain competitive, we must respond to technological advances and shifts in industry demands
in a timely and cost-effective manner. This requires developing expertise across multiple sectors,
tailoring our solutions for different industry applications, and proactively identifying emerging
technologies and evaluating their market potential. As part of these efforts, we must continue to invest
significant resources, particularly in research and development, to drive innovation and technological
excellence.
We have made ongoing efforts to innovate and enhance our technologies. However, there is no
guarantee that we will be able to continue to develop technological innovation or sustain this level of
advancement in the future. If we are unable to deliver products and solutions that meet evolving
customer requirements, or fail to enhance the functionality, performance, security and adaptability of
our solutions, our existing customers may reduce or cease their usage and we may struggle to attract
new customers. Any such failure could materially and adversely affect our business, financial condition
performance and result of operation.
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If either the growth of AI technology commercialization or the usage of AI and other products and
services in industry verticals we focus on does not meet expectation, or if the price or profit
margin of our products and services decrease in the future, our business, growth and prospects
may be significantly affected.
Our business growth and prospects are closely tied to the commercialization of AI technologies
and the adoption of AI products and services across the industry verticals we focus on. The pace of AI
technology commercialization may slow due to changes in market dynamics, increased regulatory
scrutiny, geopolitical factors or inherent technological limitations that hinder scalability, generalization
or deployment efficiency. Additionally, evolving ethical considerations and data privacy concerns may
also influence the speed and scope of AI adoption across industries.
The industry verticals we focus on, such as manufacturing, public services and infrastructure, also
face their own development uncertainties . These uncertainties may delay or reduce investment in AI
adoption, thereby affecting our customer demand. Any stagnation or decline in the development of the
AI industry or the verticals we serve could materially and adversely affect our business, growth
prospects and financial performance.
In addition, increased competition, shifts in customer preferences or downward pricing pressures
may lead to a reduction in the average selling price or profit margin of our products and services. The
commoditization of AI offerings and the emergence of low-cost or open-source alternatives may further
intensify pricing competition. If we are unable to maintain competitive pricing while continuing to
deliver value-added, innovative and differentiated solutions, our revenues, profitability and overall
growth may be materially and adversely affected. Moreover, increased customer expectations for
customization, integration and service responsiveness may place additional pressure on our cost
structure and operational capacity.
Our business processes a large amount of business and operating data. Security breaches and
attacks against our systems and network, and failure to otherwise protect such data, could
damage our reputation and negatively impact our business, as well as materially and adversely
affect our financial condition and results of operations.
In our daily activities, we collect, process, use and store large amounts of data, including training
datasets. We have implemented various protection measures to ensure data security.
Nevertheless, we face inherent challenges and risks in managing and securing such large-scale
data, including: (i) preventing unauthorized access, cyberattacks, data leakage, or fraudulent behavior
by external parties, employees, customers or partners; (ii) addressing public concerns, negative
publicity, legal disputes and regulatory scrutiny related to data security and privacy ; and (iii)
complying with emerging and changing legal and regulatory requirements relating to data protection.
Any failure to properly handle such data could result in a loss of customers or business partners,
diminished trust in our solutions, litigations, regulatory investigations, penalties or actions against us
and significant damage to our reputation, any of which could have an adverse impact on our business,
financial condition and results of operations.
Moreover, accidental or intentional security breaches or other unauthorized access could cause
confidential information to be compromised or misused for unlawful purposes. If we fail to implement
adequate encryption of data transmitted through telecommunications or internet service providers we
rely on, there is a risk that such providers or their partners may misappropriate the data. Such security
incidents may also expose us to potential liabilities, costly litigation, regulatory actions and negative
media coverage. Breaches caused by third-party attacks, employee errors, misconduct or system
vulnerabilities could severely damage our customer and partner relationships and result in substantial
financial and operational consequences.
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We face ethical and reputational risks associated with the use of our AI technology and
AI-powered algorithms.
AI poses inherent risks and challenges that may affect its development, adoption and use, which
in turn could impact our business. As we expand our operations and continue to invest in research and
development, the application of our AI technology and algorithms may lead to biased outputs or
discriminatory outcomes. If the recommendations, predictions or analyses produced by our AI systems
are inaccurate or flawed, we could face competitive disadvantages, legal exposure and significant
ethical or reputational damage.
Certain AI solutions we offer, including those related to data governance and automation, may
also raise ethical concerns. If future applications of our AI technologies are perceived to negatively
affect human rights, privacy or employment, or are otherwise viewed as socially irresponsible, we could
suffer reputational harm, face criticism regarding our corporate social responsibility practices and
become subject to increased regulatory scrutiny.
Our use of open-source technology could impose limitations on our business operations.
We incorporate open-source software, such as Qwen Large Model, into certain solutions and
expect to continue doing so in the future. There remains a risk that third parties could assert claims of
ownership or allege violations of open-source license terms. Such claims could include demands to
disclose or open-source certain components of our proprietary software, including derivative works
developed using open-source code. These claims could also lead to litigation.
Many open-source licenses have not been fully interpreted by the courts, leaving their scope and
enforceability uncertain. As a result, there is a possibility that open-source licenses could be interpreted
in a way that imposes unexpected conditions or restrictions on our ability to commercialize our
solutions and platforms. If this occurs, we may be forced to seek alternative licenses from third parties,
release portions of our proprietary source code, significantly re-engineer our software or even cease
offering certain software solutions altogether if timely re-engineering is not feasible. Any of these
outcomes could adversely affect our business, financial performance and results of operation.
We depend on third parties to manufacture, test, package and deliver hardware components of
our AI-based products and solutions. Such arrangements reduce our control over product quality,
which may adversely harm our business.
We rely on third-party suppliers and logistics providers for manufacturing, testing, packaging and
distribution of our hardware components. During the Track Record Period, we had approximately 451
suppliers. While outsourcing reduces operating costs, it also diminishes our direct control over
production and delivery, exposing us to risks such as supply shortages, production delays, quality
issues, cost overruns and capacity constraints. External partners may face disruptions from various
events, potentially leaving us unable to renew contracts or find suitable alternatives. Although
agreements may include warranty provisions, we retain ultimate liability for product defects. Any
failure of our suppliers and collaborators to perform their responsibilities or to be in compliance with
all applicable laws and regulations may have a material negative impact on our cost or supply of
components or goods.
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We may be subject to product liability claims if our solutions or services contain defects. We could
incur significant expenses to remediate such defects, as a result, our reputation could be damaged
and we could lose market shares, and our financial performance and results of operation may be
negatively affected.
Solutions in our industry may contain undetected errors, defects, security vulnerabilities or
software issues and it is not possible to identify and resolve all issues prior to release. As a result, our
solutions may still suffer from serious flaws that we are unable to rectify promptly, or at all, which
could lead to lost revenue, increased costs, delayed or diminished market acceptance and harm to our
brand and reputation. Any of these outcomes could adversely affect our business, financial condition
and results of operations.
Many of our customers rely on our solutions for mission-critical business functions. Consequently,
any error, defect, security vulnerability, service disruption or software failure could cause operational or
financial losses for these customers. In such cases, customers may pursue substantial compensation
claims against us or choose to terminate their business relationships. Additionally, dissatisfied
customers may publicly share their negative experiences, particularly on social media or online
platforms, which could further damage our reputation and reduce future sales opportunities.
Even meritless claims can be time-consuming and costly to defend, and the associated reputational
harm may materially impact our ability to attract or retain customers, thereby affecting our long-term
business prospects.
Our sales efforts involve considerable time and expense. If we are unable to successfully execute
our strategy to expand our customer base or increase sales to our existing customers, our results
of operations may suffer.
Sales are critical to our business and financial performance. We maintain a dedicated, professional
sales and marketing team with deep industry expertise and specialized knowledge in AI. As of
September 30, 2025, our sales and marketing team comprised 60 employees. Our sales efforts require
substantial investments of time and resources as we carefully evaluate each potential customer’s
specific needs while educating potential clients about our products’ technical capabilities and value
proposition. In 2022, 2023 and 2024, and the nine months ended September 30, 2024 and 2025, our
selling and distribution expenses were RMB34.8 million, RMB28.5 million, RMB22.3 million,
RMB16.2 million and RMB13.9 million, respectively.
However, we face multiple challenges in converting these efforts into consistent revenue.
Recruiting and retaining qualified sales professionals remains a challenge . Even if we could retain such
team, there is no guarantee that we could successfully execute our sales strategy. Additionally, our sales
cycles vary significantly. While some transactions are concluded within a relatively short period, others,
particularly those involving government and large corporate customers, may extend over a longer period
due to complex procurement and approval processes. The purchasing decisions of our customers depend
on numerous factors beyond our control, such as budget cycles, policy changes, internal priorities and
lengthy approval chains. These variables can delay deals indefinitely or cause cancellations after
significant resource commitments. Therefore, if we are unable to successfully execute our sales
strategy, our revenue growth and financial performance could be adversely and materially impacted.
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Any failure to offer maintenance and support services for our customers or end users may harm
our relationships with them and, consequently, our business.
Providing maintenance and support services is critical to customer satisfaction and our long-term
business success. Our solutions often require technical support to ensure proper integration with
customers’ systems and operational environments. However, we face significant challenges in
consistently delivering these services at the required standard.
We may encounter difficulties in recruiting and retaining qualified support personnel with
specialized product knowledge, which could limit our ability to respond promptly to customer needs.
Additionally, we may struggle to scale our support operations to accommodate sudden increases in
demand or to adapt our service offerings to keep pace with evolving industry standards and competitor
capabilities. These limitations could lead to delayed response times or inadequate technical assistance,
potentially damaging customer relationships. Furthermore, surges in support demand may significantly
increase our operating costs without corresponding revenue benefits.
The consequences of service shortcomings could be severe, as our reputation and new customer
acquisition heavily depend on positive word-of-mouth from existing customers. Any failure to meet
service expectations, or even market perceptions of inadequate support, could materially harm our
business prospects and financial performance.
Our business is dependent on the strengths and market acceptance of our brand. If we fail to
maintain and enhance our brand, or if we incur excessive expenses in this effort, our business,
financial performance and results of operation may be materially and adversely affected.
We execute a comprehensive, multi-channel marketing strategy designed to build brand awareness,
establish thought leadership and generate qualified leads. However, there can be no assurance that these
efforts will effectively maintain or enhance our brand value.
Failure to protect our brand reputation could erode customer trust and reduce demand for our
solutions. Additionally, if we overspend on brand-building activities without achieving proportional
returns, our profitability may suffer. The costs of brand promotion continue to rise , if we fail to
optimize our marketing expenditures or adapt to changing advertising trends, we may incur excessive
costs without meaningful improvements in brand equity.
Any significant damage to our brand perception or inability to justify our branding investments
could materially harm our business, financial performance and results of operations.
Rumours or negative publicity involving our Company, solutions, services, management,
customers, business partners or the AI industry in general, may materially and adversely affect
our reputation, business, financial performance and results of operations.
Our business faces significant exposure to reputational damage from negative media coverage or
public criticism . Like many industry peers in China, we have already experienced substantial negative
attention from global media outlets and advocacy groups regarding various aspects of our operations
and business relationships. Such adverse publicity could seriously harm our brand reputation, customer
trust and commercial prospects. We cannot guarantee that similar negative reports won’t emerge in the
future, nor can we ensure our ability to effectively counteract such publicity to the satisfaction of
investors, customers and partners. Misconceptions arising from these reports may persist despite our
corrective actions. Furthermore, responding to such crises typically requires considerable financial
resources and diverts management attention from core business operations, potentially creating material
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adverse effects on our financial performance and operational results. The cumulative impact of
reputational challenges and the associated costs of reputation management could significantly impair
our business prospects.
We may fail to effectively implement our future expansion. Even if we succeed in such attempts,
our investments may have a material adverse effect on our business, reputation, financial
performance and results of operation.
Our future growth strategy includes expanding into new verticals, developing more solutions and
exploring international markets. However, we may encounter significant challenges in successfully
implementing these growth initiatives.
Any such expansion efforts would require significant management attention and financial
resources. Failed or poorly executed expansions could lead to financial losses, reputational harm and
negative impacts on our stock price. There can be no assurance that we will be able to successfully
execute our expansion plans or that such initiatives will ultimately enhance our business performance
rather than divert resources from our core operations. The costs and challenges associated with these
growth initiatives could materially and adversely affect our business, financial condition, results of
operations and prospects.
Our business depends substantially on the continuing efforts of sustaining our talent pool
comprising employees or engineers that supports our existing operations and future growth. If we
are unable to retain, attract, recruit or train such personnel, our business may be materially and
adversely affected.
Our business operations and future growth depend substantially on our ability to attract, develop
and retain highly skilled personnel, including our senior management team, key technical experts and
qualified employees across all functions. We particularly rely on our executive leadership to implement
corporate strategy and our specialized AI research teams to maintain our technological edge. During the
Track Record Period, our employment cost amounted to RMB 71.8 million, RMB 71.5 million, RMB
64.8 million and RMB 26.1 million in each period, respectively. We also put in efforts to maintain a
competitive compensation structure and incentive mechanisms. We still face challenges in retaining
existing personnel or recruiting qualified new employees with the necessary technical expertise and
experience, particularly in light of the relatively high employee turnover rates recorded during certain
periods of the Track Record Period. For details, please see “Business — Environmental, Social and
Corporate Governance — B. Social Policies.” The loss of key personnel, whether in management,
engineering, research or sales functions, could disrupt our operations and delay product development. In
particular, any significant turnover among our in-house R&D personnel may result in the loss of
technical know-how, disruption of ongoing projects and increased recruitment and training costs.
Although the relatively higher turnover rates during the Track Record Period were primarily attributable
to workforce restructuring following our headquarters relocation and sales team optimization, continued
elevated turnover, if any, could adversely affect our ability to execute our R&D roadmap and maintain
technological competitiveness. Additionally, any difficulties in onboarding new hires or integrating
them into our corporate culture may reduce operational efficiency. Labor disputes or regulatory actions
could further divert management attention and resources while potentially damaging our reputation. Our
expansion plans may exacerbate these challenges as we compete for talent in new geographic markets.
Failure to maintain an adequate and skilled workforce, including both third-party developers and
in-house R&D talents, could impair our innovation capabilities, customer relationships and ultimately
our financial performance. In addition to our in-house R&D personnel, we collaborate with a large
number of third-party developers through our platform to co-develop algorithms, which accounted for
the majority of our total number of algorithms during the Track Record Period. As such, our ability to
maintain an active and stable developer ecosystem is important to the continued expansion of our
algorithm offerings. If we fail to attract or retain sufficient qualified third-party developers, or if
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existing developers reduce their participation on our platform, the number and variety of algorithms
available on our platform may not increase, which could limit our ability to address diverse customer
requirements. In addition, although we enter into contractual arrangements with third-party developers
governing IP ownership and collaboration terms, disputes may arise from time to time regarding
algorithm development, IP rights or fee payment arrangements. Any such disputes, or any failure by
third-party developers to comply with applicable laws, regulations or our platform rules, could disrupt
our collaboration model, result in additional management and compliance costs, or expose us to
reputational or legal risks.
We had a concentration of customers during the Track Record Period.
In 2022, 2023, 2024 and the nine months ended September 30, 2025, our five largest customers
accounted for 42.1%, 63.0%, 47.7% and 30.5% of our total revenue, respectively. These major
customers may continue to account for a similar or even higher proportion of our revenue in the future.
In particular Customer F/Supplier K, being our largest customer in 2023, accounted for approximately
46.1% of our total revenue. In the light of above, we face the risks associated with having customer
concentration in the future. There is no assurance that any of our major customers will continue to
engage us as they do currently or revenue generated from dealings with them can be maintained or
increased in the future. If there is a reduction or cessation of purchase orders from these major
customers for whatever reasons and we are unable to obtain purchase orders of comparable size and
terms in substitution or our plan to diversify or expand our customer base does not succeed, our
business, financial performance and results of operations may be materially and adversely affected.
Our business would be adversely affected if our cooperation relationship with third-party
developers was challenged by competent authorities.
During the Track Record Period, we cooperated with a total of approximately 2,886 third-party
developers. We treat the developers that we attract to our ecosystem as independent contractors rather
than employees, and the terms of our collaboration and development agreements with the developers
reflect such understanding. During the Track Record Period and up to the Latest Practicable Date, we
had not received any notice of warnings and had not been subject to any administrative penalties or
other disciplinary actions from the relevant governmental authorities with respect to our cooperation
relationships with those third party developers (including the cooperation model, payment terms, as
well as the relevant tax treatment). However, we cannot assure you that our cooperation relationship
with such developers will not be challenged by competent authorities in the future. We may be required
to treat the developers as our employees, to sign full-time employment contracts with them, or to
otherwise alter our cooperation relationship with them. We could also become subject to additional
regulatory requirements. Compliance with such laws and regulations may require us to incur significant
additional costs and expenses, and may even make our current business model no longer viable.
We have incurred operating losses during the Track Record Period and may not be able to
maintain profitability in the future.
We incurred net losses of RMB60.7 million in 2022, RMB56.2 million in 2023, RMB27.1 million
in the nine months ended September 30, 2024 and RMB36.3 million in the nine months ended
September 30, 2025. Although we generated a net profit in 2024, we cannot guarantee that we will
maintain profitability in the future. Furthermore, operating as a rapidly growing company will entail
significant ongoing costs. The extent of future losses will depend on factors. There is no guarantee that
we will sustain profitability. Even if we do, profitability may not be consistent in subsequent periods.
Failure to maintain profitability could erode our value, hinder our ability to secure funding and limit
our capacity to sustain R&D, expand operations or continue business activities. As a result, investors
risk losing all or a substantial portion of their investment if our business is unsuccessful.
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We are subject to credit risk related to delay in payments and defaults of customers, which would
adversely affect our liquidity and financial condition.
We are exposed to credit risk related to delay in payments and defaults of our customers. See
“Financial Information — Discussion of Certain Key Items of Consolidated Statements of Financial
Position — Trade and Bills Receivables” for details. During the Track Record Period, the turnover days
of our trade and bills receivables increased significantly, which were 99 days, 163 days, 182 days and
379 days, respectively, in 2022, 2023, 2024 and for the nine months ended September 30, 2025.
Although we have strengthened our efforts to manage our trade and bills receivables, we may still not
be able to collect all of our trade and bills receivables in time, or at all, due to factors beyond our
control, such as adverse operating or financial conditions of customers. If our customers delay or
default on their payments to us, we may need to make impairment provisions and write off the relevant
receivables. The delay payment or non-payment may materially and adversely impact our liquidity and
financial condition.
We face the risk of failing to collect our trade receivables due from customers, and our liquidity
position may be adversely affected by mismatch among our inventory turnover days, trade and
bills receivables turnover days and trade payables turnover days.
We are subject to the risk of being unable to collect our trade and bills receivables from our
customers. During the Track Record Period, our average trade receivables turnover days have
continuously increased, indicating that the time required to collect payments from customers has
lengthened. Prolonged turnover days may increase the risk of bad debts, particularly if our customers
experience financial difficulties or if macroeconomic conditions deteriorate. With the increases in both
the absolute amount of trade and bills receivables and the average turnover days, our liquidity risk has
heightened due to potential cash flow constraints. Insufficient liquidity may, in turn, limit our ability to
meet short-term obligations, such as paying suppliers or funding operational expenses. We cannot
assure you that all such amounts due from our customers will be settled promptly or within the agreed
timelines. Any delays or defaults in collection could adversely affect our operating results, liquidity,
and profitability.
In addition, we generally grant credit terms of 30 to 180 days to our customers, which are
typically longer than the credit periods offered by our suppliers, generally ranging from 30 to 90 days.
This misalignment in cash inflow and outflow cycles may materially affect our liquidity position. Any
default or delay in payments by our customers may further exacerbate this cash flow mismatch,
resulting in significant cash shortfalls and adversely impacting our cash position and operating
performance.
We are subject to the risk of exposure of fair value change for our financial assets at fair value
through profit or loss (“FVTPL”) and valuation uncertainty due to the use of unobservable inputs.
Our financial assets at FVTPL are carried in the statement of financial position at fair value with
net changes in fair value recognized in profit or loss. The value of these equity instruments can
fluctuate due to various factors, such as market volatility, changes in interest rates, shifts in our
creditworthiness and other market-driven variables. The valuation of these financial assets can be
highly uncertain, especially when unobservable inputs are used in valuation models. These inputs might
not accurately reflect actual market conditions or could be based on assumptions that may not
materialize, leading to potential discrepancies between the recorded fair value and the price we might
obtain in an actual transaction. Any changes in the fair value change of financial assets at FVTPL may
adversely affect our profit and loss statements, potentially impacting our overall financial condition and
results of operations.
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We recorded net operating and investing cash outflows historically and there can be no assurance
that we will not have net cash outflow from operating and investing activities in the future.
We recorded net operating and investing cash outflows historically. See “Financial Information —
Liquidity and Capital Resources” for details. We cannot assure you that we will be able to generate
positive cash flows from operating and investing activities in the future. If we continue to record net
operating or investing cash outflows in the future, our working capital may be restrained, which may
adversely affect our financial condition. Our future liquidity primarily depends on our ability to
maintain adequate cash inflows from our operating and investing activities, and adequate external
financing, such as issuing securities and bank loans, which may not be commercially favorable to us. If
we fail to obtain sufficient funding in a timely manner and on favorable terms, our liquidity and
business may be adversely affected.
Our technology infrastructure may experience unexpected system failure, interruption,
inadequacy, security breaches or cyber-attacks. Our reputation, business and results of operations
may be harmed by service disruptions or by our failure to timely and effectively scale up and
adapt our existing technology and infrastructure.
Our business operations depend on the continuous and secure functioning of our technology
infrastructure, which remains vulnerable to system failures, network overloads, telecommunications
disruptions, power outages and other operational incidents. We cannot guarantee these measures will
completely prevent service interruptions, system breakdowns or data compromises. Technical
malfunctions may disrupt the availability of our products and solutions and we may face challenges in
promptly identifying, diagnosing and resolving such issues.
Service disruptions could impair customer access to our platforms, potentially diminishing user
satisfaction and trust. Security incidents, whether actual breaches or perceived vulnerabilities, may
damage our corporate reputation, trigger legal actions and necessitate substantial expenditures to
remediate impacts and enhance protective measures. The evolving sophistication of cyber threats,
coupled with our growing data processing requirements, increases our exposure to these risks. Any
significant or repeated operational failures could adversely affect customer retention, revenue streams
and ultimately our financial performance. Furthermore, as we expand our business offerings and
customer base, the complexity of maintaining system reliability and data security increases
correspondingly, potentially amplifying these risks over time. If we fail to prevent these information
technology accidents or effectively handle the accidents, our business, financial performance and results
of operations may be adversely and materially impacted.
Discontinuation of any of the government subsidies or any preferential tax treatments currently
available to us could adversely affect our business, financial performance and results of
operations.
We recognized government grants of RMB2.9 million, RMB7.3 million, RMB1.6 million and
RMB4.1 million as of December 31, 2022, 2023, 2024 and September 30, 2025, respectively. During
the Track Record Period, we also enjoyed the preferential income tax rate of 15% because we obtained
the High and New Technology Enterprise status. The timing, amount and conditions of government
subsidies and preferential tax treatment are within the sole discretion of the governmental authorities.
In addition, there can be no assurance that we could fully satisfy these conditions and it is possible that
such governmental authorities may stop providing subsidies or preferential tax treatment to us or
require us to repay part or all the government subsidies or preferential tax treatment we previously
received. Any reduction, elimination, repayment or other negative trend in government subsidies and/or
preferential tax treatment resulting from our failure to meet such conditions could adversely affect our
business, financial performance and results of operations.
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Our historical growth may not be indicative of our future performance.
Our revenue increased from RMB101.6 million in 2022 to RMB127.7 million in 2023, and further
increased to RMB257.3 million in 2024. Our revenue increased from RMB79.4 million in the nine
months ended September 30, 2024 to RMB136.3 million in the nine months ended September 30, 2025.
However, our historical growth may not be indicative of our future performance, and we cannot assure
you that this level of significant growth will be sustainable, or achievable at all, in the future. Our
growth prospects should be considered in light of the risks and uncertainties that we as a fast-growing
company with a limited operating history may encounter, including, amongst others, risks and
uncertainties regarding our ability to: (i) maintain and upgrade our AI infrastructure, platforms, and
develop new technologies; (ii) commercialize solutions while retaining and attracting customers; (iii)
expand into new industry verticals, launch new solutions and expand overseas markets; (iv) compete
effectively and increase brand awareness; (v) recruit and retain R&D talent; and (vi) respond to
potential regulatory requirements and litigations.
All of these endeavors involve risks and will require significant resources. We cannot assure you
that we will be able to effectively manage the expansion or growth of our operations and workforce or
implement our business strategies effectively. If the markets for our products and solutions do not
develop as we expect or if we fail to address the needs of this dynamic market, our business, results of
operations and financial condition may be materially and adversely affected.
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 jurisdictions where we operate. 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 conditions and results of operations. If any of our subsidiaries, employees or other persons
violate applicable laws, regulations or internal controls, we could become subject to one or more
enforcement actions or otherwise to be found to be in violation of such laws, which may result in
penalties, fines and sanctions and in turn adversely affect our reputation, business, financial
performance and results of operations.
Misconduct, non-compliance and omissions by our employees, business partners or third parties
could harm our business and reputation.
Omissions and other misconduct by our employees may be difficult to detect or prevent.
Employee grievances, if unaddressed, could escalate into deliberate misconduct further amplifying
operational and reputational risks. Such actions could subject us to financial loss and sanctions imposed
by governmental authorities while seriously damaging our reputation. This may also impair our ability
to effectively attract prospective users, develop customer loyalty, obtain financing on favorable terms
and conduct other business activities.
We have implemented risk management and internal control systems to monitor our operations
and overall compliance. However, we may be unable to identify non-compliance or suspicious
transactions promptly, or at all. It is not always possible to detect and prevent omissions or other
misconduct committed by our employees, business partners or other third parties. Therefore, we are
subject to the risk that omissions and other misconduct, whether driven by negligence, external
pressures or internal conflicts, may have previously occurred but were undetected or may occur in the
future. This may materially and adversely affect our business, financial performance and 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 performance and results of operation.
We may become a party to litigation, legal proceedings, claims, disputes or arbitration
proceedings from time to time. Any ongoing litigation, legal proceedings, claims, disputes or arbitration
proceedings may distract our senior management’s attention and consume our time and other resources.
In addition, even if we ultimately succeed in such litigation, legal proceedings, claims, disputes or
arbitration proceedings, there may be negative publicity attached to such litigation, legal proceedings,
claims, disputes or arbitration proceedings, which may materially and adversely affect our reputation
and brand names. In the case of an adverse verdict, we may be required to pay significant monetary
damages, assume significant liabilities or suspend or terminate parts of our operations. As a result, our
business, financial condition, results of operations and prospects may be materially and adversely
affected. In particular, Mr. Chan, our Chairman of the Board and executive Director, was involved in a
civil petition of claim as defendant and was demanded to return certain equity interests in the Company
held by him to a former Director. For further details, please see “Statutory and General Information —
D. Other Information — 2. Litigation” in Appendix IV to this Prospectus.
Failure to pay social insurance and housing provident funds for our employees in accordance with
applicable laws and regulations may subject us to penalties.
Companies operating in the PRC are required to participate in various government-sponsored
employee benefit plans. See “Regulatory Overview — Regulations Relating to Labor and Social
Security” for details. During the Track Record Period, we did not make full social insurance and
housing provident fund contributions for some employees. Additionally, during the Track Record
Period, we utilized third-party human agencies to administer social insurance and housing provident
fund payments for certain employees. While such arrangements are not unusual in China, they do not
strictly comply with PRC laws and regulations. During the Track Record Period and up to the Latest
Practicable Date, we had not received any notice of warnings and had not been subject to any
administrative penalties or other disciplinary actions from the relevant governmental authorities in this
regard. According to our PRC Legal Advisor, the likelihood that the relevant authorities would
proactively initiate collective action to recover such shortfalls and that we will be subject to material
administrative penalties by the relevant authorities is remote, provided that there are no significant
changes in current laws, regulations and business operations. However, there is no assurance that our
historical and/or current practice with respect to the contribution of social insurance plans and housing
provident funds will satisfy all the requirements set by the competent authorities.
We are actively taking steps to rectify our non-compliance in relation to social insurance and
housing provident fund contributions. We are continuously communicating with our employees to seek
their understanding and cooperation and to ensure their compliance with the applicable payment
requirements. We also keep our employees informed of the latest regulatory requirements issued by the
relevant authorities. Given that the policies and implementation plans of the relevant regulatory
authorities vary across different cities in the PRC, we expect to gradually rectify our social insurance
and housing provident fund contributions within one year starting from the Listing Date. The
rectification will be carried out in phases, based on the specific local policies and timelines applicable
to each region.
As advised by our PRC Legal Advisor, if any of the relevant social insurance authorities are of the
view that we have failed to make full social insurance contributions for our employees in accordance
with the relevant laws and regulations, it may order us to pay outstanding amounts within a prescribed
time limit. We may also be subject to a late charge at the daily rate of 0.05% on the outstanding
amounts from the date on which such amounts are payable. If such payment is not made within the
prescribed period, the competent authorities may further impose a fine from one to three times the
amount of any overdue payment. In addition, if any of the relevant housing reserve fund authorities are
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of the view that we have failed to make full housing reserve fund contributions for our employees in
accordance with the applicable laws and regulations, it may order us to make the outstanding payment
within a prescribed time limit. If the payment is not made within such time limit, an application may be
made to PRC courts for compulsory enforcement.
Moreover, as the interpretation and implementation of labor-related laws and regulations may
continue to evolve and the relevant government authorities have recently enhanced measures relating to
social insurance collection, which may lead to stricter enforcement, we cannot assure you that our
employment practices and policies will at all times be deemed to be in full compliance with such laws
and regulations, which may subject us to labor disputes or government investigations. If we are deemed
to have violated the relevant labor laws and regulations, we could be subject to related fines and
penalties, and our business, financial condition and results of operations could be materially and
adversely affected.
We may face penalties for the non-registration of our lease agreements.
Pursuant to applicable PRC laws and regulations, property lease agreements must be filed with the
local branch of the Ministry of Housing and Urban-Rural Development of the PRC. As of the Latest
Practicable Date, six lease agreements of our leased properties have not been registered with the PRC
governmental authorities as required by the PRC laws. Although the failure to do so does not in itself
invalidate the leases, we may be ordered by the PRC government authorities to rectify such
noncompliance and, if such noncompliance were not rectified within a given period of time, we may be
subject to fines imposed by PRC government authorities ranging from RMB1,000 and RMB10,000 for
each of our lease agreements that have not been registered with the relevant PRC governmental
authorities. As of the date of this Prospectus, we are not aware of any regulatory or governmental
actions, claims or investigations being contemplated or any challenges by third parties to our use of our
leased properties the lease agreements of which have not been registered with the government
authorities. However, we cannot assure you that the government authorities will not impose fines on us
due to our failure to register any of our lease agreements, which may negatively impact our financial
condition.
We may not have sufficient insurance coverage to cover our potential liability or losses and, as a
result, our business, financial performance and results of operation may be materially and
adversely affected should any such liability or losses arise.
We maintain insurance policies in accordance with relevant laws and regulations and based on our
assessment of the needs of our operations and industry practices. Any uninsured loss or damage to
property, litigation or business disruption may result in us incurring substantial costs or diverting our
resources, which could have an adverse effect on our results of operations. The damages and losses
caused by the occurrence of certain incidents may not be adequately covered by our insurance policies,
or at all. If we face significant liabilities that exceed the coverage limits of our insurance policies, or if
such liabilities are not fully covered by insurance, we may incur substantial costs and losses. These
could materially and adversely impact our financial condition and operating results.
Any future occurrence of force majeure events, natural disasters or outbreaks of contagious
diseases may materially and adversely affect our business, financial performance and results of
operation.
Our business could be materially and adversely affected by force majeure events, natural disasters
or contagious diseases, which could disrupt our supply chain, damage infrastructure and hinder
workforce productivity. Natural disasters may damage our suppliers’ production facilities, our
equipment and inventory. Such damage could lead to production delays of suppliers, inventory
shortages or obsolescence, increasing impairment charges as well as repair and replacement costs.
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Additionally, these events may disrupt power, communications and transportation networks, further
hindering business operations. Widespread health epidemics could significantly disrupt our supply
chain, affecting raw material imports of suppliers, third-party warehousing and delivery. Travel and
trade restrictions during such events may delay the flow of goods, leading to inventory shortages,
production bottlenecks and higher costs, either from securing alternative suppliers or paying inflated
prices for scarce materials. These disruptions could materially and adversely impact our business,
financial performance and results of operations.
RISKS RELATING TO DOING BUSINESS IN CHINA
Changes in China’s economic, political or social conditions or government policies could have a
material and adverse effect on our business and results of operations.
Due to our extensive operations in China, our business, financial condition, results of operations
and prospects are affected by economic, political and legal developments in China. The overall
economic growth is influenced by governmental regulations and policies , any changes of such
regulations and policies may affect our business, financial condition, results of operations and
prospects. Laws, rules and regulations in relation to economic matters are promulgated from time to
time . It may be difficult for us to predict all the risks and uncertainties that we may face as a result of
the current economic, political, social and regulatory development, any prolonged slowdown in the
Chinese economy may reduce our clients’ demand for our products and services and materially and
adversely affect our business and results of operations. Furthermore, any major changes in the policies
of the PRC government or in the laws and regulations in China could have a material impact on the
overall economic growth of China.
The PRC legal system is evolving. The interpretation and enforcement of PRC laws and
regulations involve uncertainties.
The PRC legal system is a civil law system based on written statutes. Unlike the common law
system, prior court decisions may be cited for reference but have limited precedential value. As the
legislation in China and the PRC legal system has continued to evolve rapidly over the past decades .
However, many of these laws and regulations are relatively new and there is a limited volume of
published decisions and enactments. In particular, there exist uncertainties surrounding the evolvement,
interpretation and enforcement of regulatory requirements of cybersecurity, data security, privacy
protection as well as anti-monopoly, and we may need to take certain corresponding measures to
maintain our regulatory compliance, such as adjusting the relevant business or transactions and
introducing compliance experts and talents, which may incur additional related costs and adverse
impact on our business. As a result, the interpretations of many laws, regulations and rules are not
always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may
limit the legal protections available to us. Therefore, there are uncertainties involved in their
implementation and interpretation, and it may be difficult to evaluate the outcome of administrative and
court proceedings and the level of legal protection available to you and us. Such uncertainties, and any
failure to respond to changes in the regulatory environment in China could materially and adversely
affect our business and impede our ability to continue our operations.
Payment of dividends is subject to restrictions under PRC law.
Under the PRC laws, dividends may be paid only out of distributable profits. Our distributable
profits represent our distributable net profits less appropriations to statutory surplus reserve, general
reserve and discretionary surplus reserve (as approved by our Shareholders’ meeting), each such
appropriation based on the unconsolidated net profit determined under PRC GAAP. Our distributable
net profit referred to above represents the lowest of (i) our net profit attributable to our equity holders
for a period plus distributable profits or net of accumulated losses, if any, at the beginning of such
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period, as determined under PRC GAAP, and (ii) our net profit attributable to our equity holders for the
period plus distributable profits or net of accumulated losses, if any, at the beginning of such period, as
determined under IFRS Accounting Standards. As a result, we may not have sufficient distributable
profits, if any, to make dividend distributions to our Shareholders in the future, including in respect of
periods where we register an accounting profit. Any distributable profits that are not distributed in a
given year are retained and available for distribution in subsequent years.
Governmental restrictions on currency conversion may limit our ability to utilize our revenue
effectively and affect the value of your investment.
Under current foreign exchange regulations of Chinese Mainland, payment of current account
items, including profit distributions and trade and service-related foreign exchange transactions, can be
made in foreign currencies without prior approval from the relevant authorities or their local branches,
through licensed banks for foreign exchange business, by complying with certain procedural
requirements. If we cannot fulfill the regulatory requirements over foreign currency conversion to
obtain sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay
dividends in foreign currencies to our Shareholders or transfer funds to and from our offshore
subsidiaries. Prior registration and other procedures with competent government authorities are required
where the Renminbi is to be converted into foreign currency and remitted out of Chinese Mainland to
pay capital expenses. Furthermore, there is no assurance that new regulations will not be promulgated
in the future that would have further requirements on the remittance of Renminbi into or out of Chinese
Mainland.
Y ou may be subject to PRC withholding tax on dividends from us and PRC income tax on any
gain realized on the transfer of our Shares.
Under the current tax law in China, any dividends paid by us to non-PRC enterprise shareholders
may be subject to PRC withholding tax at a rate of 10% in the case of non-PRC enterprise shareholders
or 20% in the case of non-PRC individual shareholders if such dividends are deemed to be from PRC
sources. Additionally, gains realized on the sale or other disposition of our Shares may be subject to
PRC tax at a rate of 10% in the case of non-PRC enterprise shareholders or 20% in the case of
non-PRC individual shareholders if such gains are deemed to be from PRC sources. Any PRC tax
liability may be reduced under applicable tax treaties. However, it is unclear whether non-PRC
shareholders would be able to claim the benefits of any tax treaties between their country of tax
residence and the PRC in the event that we are treated as a PRC resident enterprise.
RISKS RELATING TO THE GLOBAL OFFERING
There has been no previous public market for our H Shares, and the liquidity and market price of
our H Shares may be volatile.
Prior to the Global Offering, there has been no public market for our H Shares. The Offer Price
may differ significantly from the market price for our H Shares following the Global Offering. We have
applied for listing of and permission to deal in our H Shares on the Stock Exchange. There is no
assurance that the Global Offering will result in the development of an active, liquid public trading
market for our H Shares. Factors such as variations in our revenue, earnings and cash flows or any
other developments of us may affect the volume and price at which our H Shares will be traded.
Furthermore, the price and trading volume of our H Shares may be volatile.
It is possible that our H Shares may be subject to changes in price not directly related to our
performance and as a result, investors in our H Shares may suffer substantial losses.
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Because the Offer Price per Share is higher than the net tangible book value per Share,
purchasers of our H Shares in the Global Offering will experience immediate dilution.
The Offer Price of our H Shares is higher than the net tangible book value per Share immediately
prior to the Global Offering. Therefore, purchasers of our H Shares in the Global Offering will
experience an immediate dilution. Existing Shareholders will receive an increase in the pro forma
adjusted consolidated net tangible assets value per share of their shares.
We cannot assure you that we will declare and distribute any amount of dividends in the future.
Since our inception, we have not declared or paid any dividends on our Shares. We cannot
guarantee when and in what form dividends will be paid in our Shares following the Global Offering.
Our Board of Directors will review our dividend policy by taking into consideration a number of
factors, including our evolving strategies, results of operations, financial condition, operating and
capital investment requirements and other factors deemed relevant. We may not have sufficient or any
profits to enable us to make dividend distributions to our Shareholders in the future, even if our
financial statements indicate that our operations have been profitable.
A significant increase or perceived significant increase in the supply of our H Shares in public
markets in the future could cause the market price of our H Shares to decrease significantly,
and/or dilute the shareholdings of holders of our H Shares.
The market price of our H Shares could decline as a result of future sales of a substantial number
of our H Shares or other securities relating to our H Shares in the public market, or the issuance of new
shares or other securities, or the perception that such sales or issuances may occur. Future sales or
anticipated sales of substantial amounts of our securities, including any future offerings, could also
materially and adversely affect our ability to raise capital at a specific time and on terms favorable to
us. In addition, our Shareholders may experience dilution in their holdings if we issue more securities
in the future. New shares or shares-linked securities issued by us may also confer rights and privileges
that take priority over those conferred by the H Shares.
Our Single Largest Group of Shareholders has significant influence over our Company and their
interests may not be aligned with the interests of our other Shareholders.
Our Single Largest Group of Shareholders has substantial influence over our business and, subject
to the Listing Rules, our Articles of Association and other applicable laws and regulations, will
continue to have the ability to exercise their substantial influence over us and to cause us to take, or
fail to take, actions or make decisions which conflict with the best interests of our other shareholders
post-Listing. The concentration of voting power and the substantial influence of our Single Largest
Group of Shareholders over our Company may discourage, delay or prevent a change in control of our
Company, which could deprive other shareholders of an opportunity to receive a premium for their
Shares as part of a sale of our Company and reduce the price of our Shares. In addition, the interests of
our Single Largest Group of Shareholders may differ from the interests of our other Shareholders.
There can be no assurance of the accuracy or completeness of certain facts, forecasts and other
statistics obtained from various government publications contained in this document.
Certain facts, forecasts and other statistics contained in this Prospectus relating to China, the PRC
economy and the industry in which we operate have been derived from various official government
publications. We have taken reasonable care in the reproduction or extraction of the official government
publications for the purpose of disclosure in this Prospectus, however, we cannot guarantee the quality
or reliability of such source materials. Further, there is no assurance that they are stated or compiled on
RISK FACTORS
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the same basis or with the same degree of accuracy as the case may be in other jurisdictions. In all
cases, investors should give consideration as to how much weight or importance they should attach to
or place on such facts.
Investors should read the entire document carefully and should not rely on any information
contained in press articles or other media regarding us and the Global Offering.
There may have been, prior to the publication of this prospectus, and there may be, subsequent to
the date of this prospectus but prior to the completion of the Global Offering, press and media coverage
regarding us and the Global Offering. We do not accept any responsibility for, and make no
representation as to the accuracy or completeness of any information reported by the press or other
media or otherwise publicly available, nor the fairness or appropriateness of any estimates, forecasts,
views or opinions expressed by the press or other media or otherwise publicly available regarding our
H Shares or the Global Offering or us.
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In preparation for the Global Offering, we have sought the following waivers and exemption from
strict compliance with the relevant provisions of the Listing Rules and the Companies (Winding Up and
Miscellaneous Provisions) Ordinance:
W AIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG SAR
According to Rules 8.12 and 19A.15 of the Listing Rules, our Company must have sufficient
management presence in Hong Kong SAR. This normally means that at least two of our executive
Directors must be ordinarily resident in Hong Kong SAR. Since all our business operations are not
principally located, managed or conducted in Hong Kong SAR, and our Directors consider that the
relocation of our executive Directors to Hong Kong SAR or the appointment of additional executive
Directors who will be ordinarily resident in Hong Kong SAR would not be beneficial to, or appropriate
for, our Company and therefore would not be in the best interests of our Company and our Shareholders
as a whole, our Company does not, and, for the foreseeable future, will not, have two executive
Directors who are ordinarily resident in Hong Kong SAR for the purpose of satisfying the requirements
under Rules 8.12 and 19A.15 of the Listing Rules.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted, a
waiver from strict compliance with the requirements under Rules 8.12 and 19A.15 of the Listing Rules
provided that we will ensure that there is a regular and effective communication between the Stock
Exchange and us by way of the following arrangements:
(i) Authorized Representatives : we have appointed Mr. Chan Chan Kit (௫), the Chairman
of the Board and executive Director, and Ms. Chan Yee Lam ( ௓ၥᔝ)( “ Ms. Chan ”), the
joint company secretary, as our authorized representatives (the “ Authorized
Representatives ”) pursuant to Rule 3.05 of the Listing Rules. The Authorized
Representatives will act as our Company’s principal channels of communication with the
Stock Exchange. The Authorized Representatives will be readily contactable by phone and
email to promptly deal with inquiries from the Stock Exchange, and will also be available to
meet with the Stock Exchange to discuss any matter within a reasonable period of time upon
request of the Stock Exchange. Our Company has provided contact details of the Authorized
Representatives to the Stock Exchange and will inform the Stock Exchange promptly in
respect of any change in the authorized representatives. Each of the Authorized
Representatives has means of contacting all Directors (including our independent
non-executive Directors) promptly at all times as and when the Stock Exchange proposes to
contact a Director with respect to any matter;
(ii) Directors : each of our Directors not ordinarily residing in Hong Kong SAR possesses or can
apply for valid travel documents to visit Hong Kong SAR and will be able to meet with the
relevant members of the Stock Exchange within a reasonable period of time. In addition,
each Director has provided his/her contact, which include his/her phone number and e-mail
address, to the Authorized Representatives and the Stock Exchange, and in the event that any
Director expects to travel, they will provide the phone number of the place of their
accommodation to the Authorized Representatives.
(iii) Compliance Advisor : we have appointed Innovax Capital Limited as our Compliance
Advisor, in compliance with Rule 3A.19 of the Listing Rules, who will, among other things
and in addition to the Authorized Representatives and our Directors, also act as an additional
channel of communication with the Stock Exchange from the Listing Date to the date when
our Company complies with Rule 13.46 of the Listing Rules in respect of its financial results
for the first full financial year immediately following the Listing Date. Pursuant to the Note
of Rule 3A.23, the Compliance Advisor will have access at all times to our Authorized
Representatives, our Directors and other officers. We shall also ensure that our Authorized
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Representatives, Directors and other officers will promptly provide such information and
assistance as the Compliance Advisor may need or may reasonably require in connection
with the performance of the Compliance Advisor’s duties as set forth in Chapter 3A of the
Listing Rules. We shall ensure that there are adequate and efficient means of communication
among our Company, our Authorized Representatives, our Directors, other officers and the
Compliance Advisor, and will keep the Compliance Advisor fully informed of all
communications and dealings between the Stock Exchange and us.
Any meeting between the Stock Exchange and our Directors will be arranged through the
Authorized Representatives or the Compliance Advisor or directly with our Directors within
a reasonable time frame. We will inform the Stock Exchange promptly in respect of any
changes in our Authorized Representatives and/or our Compliance Advisor; and
(iv) Legal advisors : we will also retain legal advisors to advise on on-going compliance
requirements as well as other issues arising under the Listing Rules and other applicable
laws and regulations of Hong Kong SAR after the Listing.
W AIVER IN RESPECT OF APPOINTMENT OF JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, the company secretary must be an individual
who, by virtue of their academic or professional qualifications or relevant experience, is, in the opinion
of the Stock Exchange, capable of discharging the functions of the company secretary. The Stock
Exchange considers the following academic or professional qualifications to be acceptable: (i) a
member of The Hong Kong Chartered Governance Institute; (ii) a solicitor or barrister (as defined in
the Legal Practitioners Ordinance (Chapter 159 of the Laws of Hong Kong)); and (iii) a certified public
accountant (as defined in the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong
Kong)).
Pursuant to Note 2 to Rule 3.28 of the Listing Rules, in assessing “relevant experience,” the Stock
Exchange will consider the individual’s: (i) length of employment with the issuer and other issuers and
the roles they played; (ii) familiarity with the Listing Rules and other relevant law and regulations
including the Securities and Futures Ordinance, the Companies Ordinance, the Companies (Winding Up
and Miscellaneous Provisions) Ordinance and the Takeovers Code; (iii) relevant training taken and/or to
be taken in addition to the minimum requirement of taking not less than 15 hours of relevant
professional training in each financial year under Rule 3.29 of the Listing Rules; and (iv) professional
qualifications in other jurisdictions.
Our Company considers that while it is important for the company secretary to be familiar with
the relevant securities regulation in Hong Kong SAR, they also need to have experience relevant to our
Company’s operations, nexus to the Board and close working relationship with the management of our
Company in order to perform the function of a company secretary and to take the necessary actions in
the most effective and efficient manner. It is for the benefit of our Company to appoint a person who is
familiar with our Company’s business and affairs as company secretary.
We have appointed Mr. Xu Lei (ཤ)( “ Mr. Xu ”) as one of our joint company secretaries. Mr. Xu
joined our Group in 2016 and possesses relevant understanding and knowledge relating to the business
operations and corporate culture of our Group. In his capacity as the secretary of the Board and chief
financial officer, Mr. Xu has actively participated in the preparation of the application for the Listing
and possesses experience in matters relating to our Board and corporate governance of our Company.
Having considered Mr. Xu’s expertise and backgrounds, our Directors consider that Mr. Xu is capable
of discharging the functions of a company secretary and is suitable to perform such role. As Mr. Xu
currently does not possess the qualifications under Rule 3.28 of the Listing Rules, and may not be able
to fulfill the requirements of the Listing Rules on his own, we have appointed Ms. Chan Yee Lam ( ௓ၥ
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ᔝ), an associate of both The Hong Kong Chartered Governance Institute and The Chartered
Governance Institute in the United Kingdom, who meets the requirements under Rules 3.28 and 8.17 of
the Listing Rules, as a joint company secretary to work closely with and to provide assistance to Mr.
Xu, for a three-year period from the Listing Date, so as to enable Mr. Xu to acquire the relevant
experience (as required under Rule 3.28(2) of the Listing Rules) to duly discharge his duties.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted, a
waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules in
relation to the appointment of Mr. Xu as our joint company secretary. Pursuant to the Chapter 3.10 of
the Guide for New Listing Applicants, such waiver has been granted on the conditions that:
(i) Ms. Chan is appointed as a joint company secretary to assist Mr. Xu in discharging his
functions as a company secretary and in gaining the relevant experience under Rules 3.28
and 8.17 of the Listing Rules. Ms. Chan will assist Mr. Xu to acquire the “relevant
experience” as required under Note 2 to Rule 3.28 of the Listing Rules and to discharge their
duties as company secretaries. Mr. Xu will be assisted by Ms. Chan for an initial period of
three years commencing from the Listing Date. As part of the arrangement, Ms. Chan will
act as one of the joint company secretaries and communicate regularly with Mr. Xu on
matters relating to corporate governance, the Listing Rules as well as other laws and
regulations which are relevant to our Company. She will also assist Mr. Xu in organizing
Board meetings and Shareholders’ meetings as well as other matters of our Company which
are incidental to the duties of a company secretary;
(ii) our Company will further ensure that Mr. Xu has access to the relevant training and support
to enable him to familiarize himself with the Listing Rules and the duties required of a
company secretary of an issuer listed on the Stock Exchange. In the course of the
preparation of the application for the Listing, our Hong Kong legal advisors have provided
training to Mr. Xu on the principal requirements of the Listing Rules and the Hong Kong
laws and regulations applicable to our Company after the Listing. In addition, Mr. Xu will
endeavor to familiarize himself with the Listing Rules, including any updates thereto, during
the three-year period from the Listing Date. He will also be assisted by the Compliance
Advisor for the first full financial year starting from the Listing Date, particularly in relation
to compliance with the Listing Rules;
(iii) Mr. Xu has confirmed that he will attend no less than 15 hours of training courses on the
Listing Rules, corporate governance, information disclosure, investor relations as well as the
functions and duties of a company secretary of a Hong Kong listed issuer during each
financial year as required under Rule 3.29 of the Listing Rules;
(iv) before the expiry of Mr. Xu’s initial term of appointment as the company secretary of our
Company, our Company will evaluate his experience in order to determine if he has acquired
the qualifications required under Rules 3.28 and 8.17 of the Listing Rules; and
(v) this waiver will be revoked immediately if and when Ms. Chan ceases to provide such
assistance, or ceases to meet the requirements under Rule 3.28 of the Listing Rules, or if
there are any material breaches of the Listing Rules by our Company during the three-year
period from the Listing Date.
Before the end of the three-year period, we must demonstrate and seek the Stock Exchange’s
confirmation that Mr. Xu (i.e. the joint company secretary not fulfilling the requirement under Rule
3.28), having had the benefit of Ms. Chan’s (i.e. the qualified person’s) assistance during the three-year
period, has attained the relevant experience under Note 2 to Rule 3.28 of the Listing Rules and is
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capable of discharging the functions of company secretary so that a further waiver would not be
necessary. For biographical information of Mr. Xu and Ms. Chan, please refer to “Directors and Senior
Management” in this Prospectus.
W AIVER IN RELATION TO RULE 4.04(1) OF THE LISTING RULES AND EXEMPTION
FROM COMPLIANCE WITH PARAGRAPH 27 OF PART I AND PARAGRAPH 31 OF PART II
OF THE THIRD SCHEDULE TO THE COMPANIES (WINDING UP AND MISCELLANEOUS
PROVISIONS) ORDINANCE
Pursuant to Rule 4.04(1) of the Listing Rules, the accountants’ report contained in this Prospectus
must include, inter alia, the results of our Company in respect of each of the three financial years
immediately preceding the issue of this Prospectus or such shorter period as may be acceptable to the
Stock Exchange.
Pursuant to section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, a prospectus shall include the matters specified in Part I of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance and set out the reports specified in
Part II of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
Pursuant to paragraph 27 of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, our Company is required to include in this Prospectus a statement
as to the gross trading income or sales turnover (as the case may be) of our Company during each of
the three financial years immediately preceding the issue of this Prospectus as well as an explanation of
the method used for the computation of such income or turnover and a reasonable breakdown of the
more important trading activities. Pursuant to paragraph 31 of Part II of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance, our Company is required to include
in this Prospectus a report by the auditor of our Company with respect to profits and losses in respect
of each of the three financial years immediately preceding the issue of this Prospectus and assets and
liabilities of our Company at the last date to which the financial statements of our Company were
prepared. Pursuant to section 342A(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, the SFC may issue, subject to such conditions (if any) as the SFC thinks fit, a certificate of
exemption from compliance with the relevant requirements under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance if, having regard to the circumstances, the SFC considers that the
exemption will not prejudice the interests of the investing public and compliance with any or all of
such requirements would be irrelevant or unduly burdensome, or is otherwise unnecessary or
inappropriate.
The Accountants’ Report for each of the three years ended December 31, 2024 and the nine
months ended September 30, 2025 has been prepared and is set out in Appendix I to this Prospectus.
Pursuant to the relevant requirements set out above, our Company is required to produce three full
years of audited accounts for the three years ended December 31, 2025. As such, applications to Stock
Exchange for a waiver from strict compliance with Rule 4.04(1) of the Listing Rules and to the SFC for
a certificate of exemption from strict compliance with the requirements under paragraph 27 of Part I
and paragraph 31 of Part II of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance have been made on the following grounds:
(a) there would not be sufficient time for the Company and the reporting accountants of the
Company (the “ Reporting Accountants ”) to finalize the audited financial statements for the
year ended December 31, 2025 for inclusion in the Prospectus. If the financial information
for the year ended December 31, 2025 is required to be audited, the Company and the
Reporting Accountants would have to undertake a substantial volume of work to prepare,
update and finalize the Accountants’ Report and the Prospectus. This process would entail
considerable time and cost, given the extensive audit procedures involved. It would be
unduly burdensome to finalize the audited results for the year ended December 31, 2025
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within a short period of time. The Directors consider that the benefits of such additional
work to existing and prospective Shareholders may not justify the additional time and costs
and the delay of the listing timetable;
(b) our Directors and the Sole Sponsor herein confirm that after performing all reasonable due
diligence work which they consider appropriate, up to the date of this Prospectus, there has
been no material adverse change to the financial and trading positions or prospects of our
Group since October 1, 2025 (immediately following the date of the latest statement of
financial position in the Accountants’ Report set out in Appendix I to this Prospectus) up to
the date of this Prospectus and there has been no event which would materially affect the
information shown in the Accountants’ Report as set out in Appendix I to this Prospectus,
the “Financial Information” section, the unaudited preliminary financial information for the
year ended December 31, 2025 as set out in Appendix IIB to this Prospectus and information
regarding the Company’s recent development subsequent to the Track Record Period and up
to the date of this Prospectus, since October 1, 2025;
(c) the Company is of the view that the Accountants’ Report covering the three years ended
December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, together
with the unaudited pro forma financial information as set out in Appendix IIA to the
prospectus, the unaudited preliminary financial information for the year ended December 31,
2025 as set out in Appendix IIB to the Prospectus have already provided potential investors
with adequate and reasonably up-to-date information in the circumstances to form a view on
the Company’s track record and financing trend. In addition, the Directors confirm and the
Sole Sponsor concurs that all information which is necessary for the investing public to
make an informed assessment of the activities, assets and liabilities, financial position,
trading position, management and prospects of the Group has been included in the
Prospectus. Therefore, the waiver and exemption would not prejudice the interests of the
investing public;
(d) our Company will not be in breach of its Articles of Association or laws and regulations of
the PRC or other regulatory requirements as a result of not publishing its preliminary results
announcement for the year ended December 31, 2025 in accordance with Rule 13.49(1) of
the Listing Rules. Pursuant to the Note to Rule 13.49(1) of the Listing Rules, our Company
will publish an announcement after Listing and no later than March 31, 2026 stating that the
relevant financial information has been included in this Prospectus; and
(e) the Company will comply with the requirements under Rule 13.46(2) of the Listing Rules in
respect of publication of its annual report. The Company currently expects to issue its annual
report for the financial year ended December 31, 2025 on or before April 30, 2026. In this
regard, the Directors consider that its Shareholders, the investing public and potential
investors will be kept informed of the financial results of the Group for the financial year
ended December 31, 2025.
Such waiver has been granted by the Stock Exchange from strict compliance with Rule 4.04(1) of
the Listing Rules on the following conditions that:
(a) the Prospectus will be issued on or before March 20, 2026 and the H Shares of the Company
will be listed on the Stock Exchange on or before March 31, 2026 i.e. three months after the
latest financial year end;
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(b) the Company has obtained a certificate of exemption from the SFC on strict compliance with
the requirements under section 342(1)(b) of, and paragraph 27 of Part I and paragraph 31 of
Part II of the Third Schedule to, the Companies (Winding Up and Miscellaneous Provisions)
Ordinance;
(c) the preliminary unaudited financial information for the year ended December 31, 2025 and a
commentary on the results for the year shall be included in the Prospectus; and
(d) our Company is not in breach of its constitutional documents or laws and regulations of PRC
or other regulatory requirements regarding its obligation to publish preliminary results
announcements.
The SFC has granted the Company a certificate of exemption under section 342A of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance on the conditions that (i) the
particulars of the exemption are set out in this Prospectus; (ii) this Prospectus will be issued on or
before March 20, 2026 and the Company’s H Shares will be listed on or before March 31, 2026, i.e.
three months after the latest financial year end.
W AIVER FROM STRICT COMPLIANCE WITH RULES 9.09(B) AND 10.04 OF THE LISTING
RULES AND CONSENT UNDER PARAGRAPH 1C(2) OF APPENDIX F1 TO THE LISTING
RULES IN RESPECT OF SUBSCRIPTIONS OF OFFER SHARES BY CLOSE ASSOCIATE OF
EXISTING SHAREHOLDERS AND CORE CONNECTED PERSONS AS CORNERSTONE
INVESTOR
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 Stock Exchange.
Chapter 2.5 of the Guide provides that (i) given the likely significant funding needs of Specialist
Technology Companies (as defined under Chapter 18C of the Listing Rules) and the importance of
existing shareholders in meeting the funding needs of these companies, existing shareholders and/or its
close associates may participate in the initial public offering (“ IPO”) of a Specialist Technology
Company provided that the applicant complies with MB Rules 8.08(1)/19A.13A, 18C.08 and
8.08A/19A.13C. An existing shareholder holding 10% or more of the shares in the Specialist
Technology Company prior to IPO must subscribe for shares in the IPO as a cornerstone investor; and
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 placee, the applicant and its sponsors must confirm that no preference in allocation
was given to the existing shareholder; and 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.
Rule 9.09(b) of the Listing Rules provides that there must be no dealing in the securities for
which listing is sought by any core connected person of the issuer (except as permitted by Rule 7.11 of
the Listing Rules) from four clear business days before the expected hearing date until listing is
granted. Pursuant to paragraph 59 of Chapter 2.5 of the Guide, where allocations will be made to core
connected persons, the Specialist Technology Company must apply for, and the Stock Exchange will
ordinarily grant, a related Rule 9.09 waiver.
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As further described in the section headed “Cornerstone Investors” in this Prospectus, Zhengjin
(Hong Kong) International Co., Limited (ږ݁(ಥ)ʮ̡ )( “ Zhengjin International ”) has
entered into a cornerstone investment agreement as a cornerstone investor (“ Cornerstone Investor ”)
with the Company, the Sole Sponsor, and the Overall Coordinator to subscribe for the Offer Shares.
Guotou Capital Management, Qingdao Qingtie, Qingdao Financial and Shandong Luhailiandong are the
Company’s existing Shareholders. Guotou Capital Management and Qingdao Qingtie are ultimately
controlled by Qingdao City SASAC; Qingdao Financial is ultimately controlled by Qingdao Xihaian
SASAC; and Shandong Luhailiandong is ultimately controlled by Shandong Province SASAC. Qingdao
City SASAC, Qingdao Xihaian SASAC and Shandong Province SASAC are government bodies of the
Shandong Province. Please refer to “History, Development and Corporate Structure — Details of the
Pre-IPO Investments — Information regarding our key Pre-IPO Investors” for further information.
Guotou Capital Management, Qingdao Qingtie, Qingdao Financial and Shandong Luhailiandong
collectively hold approximately 12.54% of the Unlisted Shares in the Company as of the Latest
Practicable Date and approximately 11.15% of total issued share capital of the Company immediately
following the completion of the Global Offering. Zhengjin International is directly wholly owned by
Jinan Shizhong Finance Investment Group Co., Ltd.* (ʮ̡ )( “ JSFIG ”),
and indirectly wholly owned by Jinan Shizhong Government Project Fund Service Center* (̹̹ʕ
ਕʕː ), which is directly supervised by Jinan Shizhong District Finance Bureau*
(҅ ). Albeit that JSFIG is independent from the People’s Government of Jinan
Municipality, the People’s Government of Shandong Province, and the entities under their control, as
Jinan Shizhong District Finance Bureau, Qingdao City SASAC, Qingdao Xihaian SASAC and
Shandong Province SASAC are government bodies of the Shandong Province, Zhengjin International is
a close associate of the Company’s existing Shareholders and core connected persons.
We have applied for waiver from strict compliance with Rules 9.09(b) and 10.04 of the Listing
Rules and a consent under paragraph 1C(2) of Appendix F1 to the Listing Rules, to permit Zhengjin
International to participate as Cornerstone Investor in the Global Offering to subscribe for the Offer
Shares to be issued by the Company under the International Offering. The Stock Exchange has agreed
to grant the requested consent subject to the conditions that:
(a) the Company will comply (i) the public float requirements pursuant to Rules 8.08(1) and
19A.13A of the Listing Rules; (ii) the free float requirements pursuant to Rules 8.08A and
19A.13C of the Listing Rules; and (iii) the requirement that at least 50% of the total number
of H Shares offered in the Global Offering must be taken up by independent price setting
investors in the International Offering pursuant to Rule 18C.08 of the Listing Rules;
(b) the Company and the Sole Sponsor confirm that no preferential treatment has been, nor will
be directly or indirectly, given to Zhengjin International as a cornerstone investor by virtue
of its 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 investor; and
(c) details of the subscription of the Offer Shares by Zhengjin International as cornerstone
investor under the Global Offering are disclosed in this Prospectus, and details of the
allocation will be disclosed in 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’ RESPONSIBILITY STATEMENT
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 to the public with regard to our Group. Our Directors,
having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the
information contained in this Prospectus is accurate and complete in all material respects and not
misleading or deceptive, and there are no other matters the omission of which would make any
statement herein or this Prospectus misleading.
CSRC FILING AND INFORMATION ON THE GLOBAL OFFERING
We have obtained a filing notice dated January 14, 2026 from the CSRC for the Global Offering,
the conversion of Unlisted Shares into H Shares, and the making of the application to list the H Shares
on the Stock Exchange. In granting such filing notice, the CSRC accepts no responsibility for the
financial soundness of us or for the accuracy of any of the statements made or opinions expressed in
this Prospectus. No other approvals under the PRC laws and regulations are required to be obtained for
the listing of the H Shares on the Stock Exchange. See the section headed “Structure of the Global
Offering” for details of the Global Offering.
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 acquisition of Offer Shares to, confirm that he is aware of the
restrictions on offers and sales of the Offer Shares described in this Prospectus.
No action has been taken to permit a public offering of the Offer Shares or the general
distribution of this Prospectus in any jurisdiction other than in Hong Kong SAR. Accordingly, this
Prospectus may not be used for the purposes of, and does not constitute, an offer or invitation in any
jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to any
person to whom it is unlawful to make such an offer or invitation. The distribution of this Prospectus
and the offering of the Offer Shares in other jurisdictions are subject to restrictions and may not be
made except as permitted under the applicable securities laws of such jurisdictions and pursuant to
registration with or authorization by the relevant securities regulatory authorities or an exemption
therefrom. In particular, the Offer Shares have not been offered or sold, and will not be offered or sold,
directly or indirectly, in the PRC or the U.S.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the listing of, and permission to deal in, the H Shares
in issue and to be issued pursuant to (i) the Global Offering, and (ii) the conversion of Unlisted Shares
into H 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. Under section 44B(l) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance,
if the permission for the H Shares to be listed on the Stock Exchange pursuant to this Prospectus has
been refused before the expiration of three weeks from the date of the closing of the Global Offering or
such longer period not exceeding six weeks as may, within the said three weeks, be notified to us by or
on behalf of the Stock Exchange, then any allotment made on an application in pursuance of this
prospectus shall, whenever made, be void. All the Offer Shares will be registered on our H Share
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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register of members in order to enable them to be traded on the Stock Exchange. No part of our 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.
THE H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
If the Stock Exchange grants the approval for the listing of, and permission to deal in, the H
Shares and we comply with the stock admission requirements of HKSCC, the H Shares will be accepted
as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the
Listing Date or any other date as determined by HKSCC. Settlement of transactions between
participants of the Stock Exchange is required to take place in CCASS on the second settlement day
after any trading day. All activities under CCASS are subject to the General Rules of CCASS and
CCASS Operational Procedures in effect from time to time. Investors should seek the advice of their
stockbroker or other professional advisor for details of the settlement arrangement as such arrangements
may affect their rights and interests. All necessary arrangements have been made to enable the H Shares
to be admitted into CCASS.
PROFESSIONAL TAX ADVICE RECOMMENDED
You should consult your professional advisors if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding or disposing of, or dealing in, the H Shares or
exercising any rights attaching to the H Shares. We emphasize that none of us , the Sole Sponsor, the
Sponsor-Overall Coordinator, the Overall Coordinator, the Sole Global Coordinator, the Joint
Bookrunners, the Joint Lead Managers, the Underwriters, any of our or their respective directors,
officers or representatives or any other person involved in the Global Offering accepts responsibility for
any tax effects or liabilities resulting from your subscription, purchase, holding or disposing of, or
dealing in, the H Shares or your exercise of any rights attaching to the H Shares.
REGISTER OF MEMBERS AND STAMP DUTY
All of the H Shares issued pursuant to applications made in the Global Offering and converted
from Unlisted Shares will be registered on our H Share register of members to be maintained in Hong
Kong SAR by our H Share Registrar, Tricor Investor Services Limited. Our principal register of
members will be maintained by us at our headquarter in the PRC. Dealings in the H Shares registered
on our H Share register of members will be subject to Hong Kong stamp duty. For further details of
Hong Kong stamp duty, please seek professional tax advice.
REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES
We have instructed Tricor Investor Services Limited, our H Share Registrar, and it has agreed not
to register the subscription, purchase or transfer of any H Shares in the name of any particular holder
unless and until the holder delivers a signed form to our H Share Registrar in respect of those H Shares
bearing statements to the effect that the holder:
 agrees with us and each of our Shareholders, and we agree with each Shareholder, to observe
and comply with the Company Law, the Special Regulations and our Articles of Association;
 agrees with us, each of our Shareholders, Directors, managers and officers, and we acting for
ourselves and for each of our Directors, managers and officers agree with each of our
Shareholders, to refer all differences, disputes and claims concerning our affairs and arising
from any rights or obligations conferred or imposed by our Articles of Association, the
Company Law or other relevant laws, rules and regulations to arbitration in accordance with
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–5 6–


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our Articles of Association, and any reference to arbitration shall be deemed to authorize the
arbitration tribunal to conduct hearings in open session and to publish its award. Such
arbitration shall be final and conclusive;
 agrees with us and each of our Shareholders that the H Shares are freely transferable by the
holders thereof; and
 authorizes us to enter into a contract on his behalf with each of our Directors, senior officers
whereby such Directors, senior officers undertake to observe and comply with their
obligations to our Shareholders as stipulated in our Articles of Association. Persons applying
for or purchasing H Shares under the Global Offering are deemed, by their making an
application or purchase, to have represented that they are not close associates (as defined in
the Hong Kong Listing Rules) of any of the Directors, or an existing Shareholder of the
Company or a nominee of any of the foregoing.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–5 7–


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DIRECTORS
Name (Nationality) Address
Executive Directors
Mr. CHAN Chan Kit (௫)
(Chinese)
Room 602, Building 1, Haixiangge, East of Gangwan Living
Community, North of Shaodi Road, Mawan District, Nanshan
District, Shenzhen, Guangdong Province, PRC
Ms. LUO Yun ( ᖯᗲ)
(Chinese)
Room 2903, Building D, Shijijiari Plaza, North of Shennan
Avenue, Nanshan District, Shenzhen, Guangdong Province, PRC
Mr. CHEN Shuo ( ௓၂)
(Chinese)
Room 2306, Block B, Zhongrun Building, Nanshan District,
Shenzhen, Guangdong Province, PRC
Independent non-executive Directors
Dr. NIU Baozhuang (୿)
(Chinese)
Room 401, Building 54, No. 34 Huaying Garden, Yuancun
Yiheng Road, Tianhe District, Guangzhou, Guangdong Province,
PRC
Dr. LIU Shijie (؏)
Chinese)
Room 651, 5th Floor, Building 108,
Zhongshan Avenue, Tongzhou District,
Beijing, PRC
Mr. LI Changzhen (ࣈ׹)
Chinese)
Room 1-3-502, Kaiyuan Villa,
No, 108 Huanshan Road, Lixia District, Jinan,
Shandong Province, PRC
Mr. CHEUNG Che Kit Richard
(ੵʘ௫)
(Chinese)
House 9, Mont Rouge, 9 Lung Kui Road
Sham Shui Po, Kowloon, Hong Kong
For details with respect to our Directors, please refer to “Directors and Senior Management” in
this Prospectus.
PARTIES INVOLVED IN THE GLOBAL OFFERING
Sole Sponsor CITIC Securities (Hong Kong) Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Sponsor-Overall Coordinator, Overall
Coordinator, Sole Global Coordinator,
Joint Bookrunner, Joint Lead Manager
and Capital Market Intermediary
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Joint Bookrunners CMB International Capital Limited
45/F, Champion Tower
3 Garden Road, Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
SDIC Securities (Hong Kong) Limited
39/F, One Exchange Square
Central
Hong Kong
Guosen Securities (HK) Brokerage Company,
Limited
Suites 3207-3212 on Level 32
One Pacific Place, 88 Queensway
Hong Kong
Livermore Holdings Limited
Unit 1214A, 12/F, Tower II
Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong
China Sunrise Securities (International) Limited
Room 1501 & 1503
YF Life Centre
38 Gloucester Road
Wan Chai, Hong Kong
Joint Lead Managers CMB International Capital Limited
45/F, Champion Tower
3 Garden Road, Central
Hong Kong
ABCI Securities Company Limited
10/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
SDIC Securities (Hong Kong) Limited
39/F, One Exchange Square
Central
Hong Kong
Guosen Securities (HK) Brokerage Company,
Limited
Suites 3207−3212 on Level 32
One Pacific Place, 88 Queensway
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Livermore Holdings Limited
Unit 1214A, 12/F, Tower II
Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong
China Sunrise Securities (International) Limited
Room 1501 & 1503
YF Life Centre
38 Gloucester Road
Wan Chai, Hong Kong
Capital Market Intermediaries CMB International Capital Limited
45/F, Champion Tower
3 Garden Road, Central
Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
ABCI Securities Company Limited
10/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
SDIC Securities (Hong Kong) Limited
39/F, One Exchange Square
Central
Hong Kong
Guosen Securities (HK) Brokerage Company,
Limited
Suites 3207−3212 on Level 32
One Pacific Place, 88 Queensway
Hong Kong
Livermore Holdings Limited
Unit 1214A, 12/F, Tower II
Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong
China Sunrise Securities (International) Limited
Room 1501 & 1503
YF Life Centre
38 Gloucester Road
Wan Chai, Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Legal Advisors to the Company As to Hong Kong SAR and U.S. laws:
Jia Yuan Law Office
Room 3502−03, 35/F, One Exchange Square,
8 Connaught Place, Central, Hong Kong SAR
As to PRC law:
Jia Yuan Law Offices
Room F408, Yuanyang Building, No. 158, Fuxingmen
Inner Street, Xicheng District , Beijing, PRC
Legal Advisors to the Sole Sponsor and
the Underwriters
As to Hong Kong SAR law:
Norton Rose Fulbright Hong Kong
38/F Jardine House, 1 Connaught Place, Central,
Hong Kong SAR
As to PRC law:
Haiwen & Partners
20/F, Fortune Financial Center 5, Dong San Huan
Central Road, Chaoyang District, Beijing 100020,
PRC
Reporting Accountants Ernst & Y oung
Certified Public Accountants
27/F, One Taikoo Place, 979 King’s Road, Quarry
Bay, Hong Kong SAR
Industry Consultant
Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.
2504 Wheelock Square, 1717 Nanjing West Road,
Shanghai, PRC
Receiving Bank(s) China CITIC Bank International Limited
80 Floor, International Commerce Centre
1 Austin Road West,
Kowloon Hong Kong
Standard Chartered Bank (Hong Kong) Limited
18/F Standard Chartered Tower
388 Kwun Tong Road
Kwun Tong
Hong Kong
CMB Wing Lung Bank Limited
45 Des V oeux Road
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Registered Office, Head Office and Principal
Place of Business in the PRC
Principal Place of Business in
Hong Kong
Room 1201
Jingkong Building
No. 57, Lushan Road
Huangdao District, Qingdao
Shandong Province
PRC
31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Company’s Website
www.extremevision.com.cn
(the information contained on the website does not form part of this Prospectus)
Joint Company Secretaries
Mr. XU Lei (ཤ)
12A, Juyou Pavilion
Juhao Garden
Nanshan District
Shenzhen
Guangdong Province
PRC
Ms. CHAN Yee Lam ( ௓ၥᔝ)
(ACG HKACG)
31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Authorized Representatives
Mr. CHAN Chan Kit (௫)
Room 602, Building 1, Haixiangge
East of Gangwan Living Community
North of Shaodi Road
Mawan District
Nanshan District
Shenzhen, Guangdong Province
PRC
Ms. CHAN Yee Lam ( ௓ၥᔝ)
(ACG HKACG)
31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Audit Committee Remuneration and
Appraisal Committee
Nomination Committee
Mr. LI Changzhen (ࣈ׹)
(Chairperson )
Dr. LIU Shijie (؏)
Dr. NIU Baozhuang (୿)
Dr. LIU Shijie (؏)
(Chairperson )
Mr. LI Changzhen (ࣈ׹)
Mr. CHAN Chan Kit (௫)
Dr. NIU Baozhuang (୿)
(Chairperson )
Dr. LIU Shijie (؏)
Mr. CHEUNG Che Kit Richard
(ੵʘ௫)
Mr. CHAN Chan Kit (௫)
Ms. LUO Yun ( ᖯᗲ)
CORPORATE INFORMATION
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Compliance Advisor H Share Registrar
Innovax Capital Limited
Room B, 13/F
Neich Tower
128 Gloucester Road
Wan Chai
Hong Kong
Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Principal Banks
China Merchants Bank Shenzhen Overseas
Chinese Town Sub-branch
No. 9015-3
Shennan Avenue
Nanshan District
Shenzhen, Guangdon Province
PRC
Bank of China Co., Ltd., Qingdao West Coast
New Area Branch
No. 65
Xiangjiang Road
Huangdao District, Qingdao
Shandong Province
PRC
CORPORATE INFORMATION
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The information that appears in this Industry Overview contains information and statistics on
the industry in which we operate. The information and statistics contained in this section has been
derived partly from publicly available government and official sources. Certain information and
statistics set forth in this section have been extracted from a market research report by Frost &
Sullivan (the “ Frost & Sullivan Report ”), an Independent Third Party which we commissioned. We
believe that the sources of information contained in this Industry Overview are appropriate sources
for such information and have taken reasonable care in reproducing such information. We have no
reason to believe that such information is false or misleading or that any material fact has been
omitted that would render such information false or misleading. The information from official
government sources set forth in this Industry Overview has not been independently verified by us,
the Sole Sponsor , Sponsor-Overall Coordinator , Overall Coordinator , Sole Global Coordinator , Joint
Bookrunners, Joint Lead Managers, the Underwriters, any of our or their respective directors,
officers, employees, advisors, agents or representatives as to its accuracy and the information from
official government sources should not be relied upon in making, or refraining from making, any
investment decision.
OVERVIEW OF ENTERPRISE CV SOLUTION MARKET IN CHINA
Development of Enterprise CV Solution Market in China
CV solution is a technological solution that simulates human visual system to enable computer to
extract information from images or videos and analyze, make decisions, and interact based on these
information. Enterprise CV solution refers to the CV products and services that designed for various
enterprise application, which tailors to specific needs, provides algorithm platforms, algorithm services,
and other customized services. Size of enterprise CV solution market in China has increased from
RMB10.7 billion in 2020 to RMB36.8 billion in 2024, and is expected to further increase to RMB182.4
billion in 2029.
Market Size of Enterprise CV Solution Market in China, in terms of revenue
RMB Billion, 2020-2029E
CAGR
Total 36.2%
10.7 14.9 19.5
30.4 36.8
51.2
72.7
101.3
137.4
182.4
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
2020-2024 2024-2029E
37.7%
Source: IDC, Expert Interview, Frost & Sullivan
INDUSTRY OVERVIEW
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Value Chain of Enterprise CV Solution Market in China
The upstream of enterprise CV solution industry chain includes infrastructure providers such as
processors, sensors, cloud services, and data services. The midstream consists of enterprise CV solution
providers that focus on technology development and system integration, developing algorithms and
models for different scenarios. The downstream encompasses various application scenarios of enterprise
CV solution, such as industry, retail, energy, and construction.
UpstreamUpstream MidstreamMidstream DownstreamDownstream
Foundation Infrastructure and
Data Providers Enterprise CV solution providers Enterprise Customers
Industry
Retail
Energy
Construction
Others
Traditional Enterprise CV
Solution
Emerging Enterprise CV
Solution
Processor
Sensors
Cloud Service
Data Service
Others
Source: Frost & Sullivan
Drivers for the Enterprise CV Solution Market in China
CV , as an important branch of AI, will continue benefiting from China’s AI policy dividends
The fast development of enterprise CV solution market is inseparable from the strong support of
national policies. The “14th Five-Year Plan” has clearly identified AI as a strategic emerging industry.
In the Central Economic Work Conference in 2024, the “AI+” action was explicitly proposed to be
implemented, emphasizing the deep integration of AI with the real economy to improve the efficiency
of traditional industries and cultivate new productive forces. This is the first time that the “AI+” action
has been written into the national government work report. The Ministry of Industry and Information
Technology and three other ministries issued the “National Artificial Intelligence Industry
Comprehensive Standardization System Construction Guide,” aiming to address the current AI
industry’s challenges of technological fragmentation, high security risks, and difficulties in application
implementation through a systematic standardization layout, and to promote the coordinated
development of technology, industry, and governance.
Downstream application demands continue to emerge, expanding from traditional applications to
more emerging applications, promoting the continuous expansion and deepening of enterprise CV
solution
With the continuous development and maturation of AI technology, the demand for CV solution
from downstream customers is also increasing. This demand is not only reflected in traditional
application areas, such as facial recognition, but is also gradually expanding to more emerging
application scenarios. For example, in the security field, in addition to traditional facial recognition
access control systems, CV technology is also used for behavior analysis and anomaly detection in
more complex scenarios, which can monitor and warn of potential security threats in real-time. In the
medical field, CV technology is used for medical image analysis and surgical navigation, improving the
accuracy of diagnosis and the effectiveness of treatment. The diversified demand for CV solution from
downstream customers has prompted relevant providers to continuously increase R&D investment,
promoting technological innovation and application expansion, and further accelerating the prosperity
and development of the CV market.
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The rapid decline in computing power cost provides strong support for the commercial
implementation of enterprise CV solution in various scenarios
Computing power is a key foundation for the implementation of CV technology, and the rapid
declining in computing power costs has provided strong support for the widespread application of CV
solution. In recent years, with the continuous progress and innovation of hardware technology, such as
the continuous improvement in performance of dedicated chips like GPUs and FPGAs, as well as the
rapid development of cloud computing and edge computing technologies, computing power costs have
been significantly reduced. This has enabled CV technology to be more widely applied in various
scenarios without being limited by high costs. For example, in small and medium-sized providers and
startups with limited resources, lower computing power costs make it easier for them to deploy and
apply CV solution, promoting the popularization and promotion of the technology. At the same time,
the decline in computing power costs has also prompted continuous optimization and upgrading of CV
technology. Relevant providers can invest more resources in R&D to improve the efficiency and
accuracy of algorithms, further enhancing the performance and competitiveness of CV solution.
Future Trends of Enterprise CV Solution Market in China
Enterprise CV solution is undergoing a shift from single algorithm supply to full-stack AI
system-level solution. In the past, many enterprise CV solution providers mainly focused on providing
single algorithms or software development kits (SDKs), such as specific functions like facial
recognition and object detection. With the development of technology and the diversification of market
demand, customers are no longer satisfied with single-function solution but require more comprehensive
and integrated system capabilities. Nowadays, leading enterprise CV providers are gradually moving
towards providing full-stack AI system-level solution, including overall capabilities such as algorithm
repositories, data platforms, media streaming acceleration, and large-scale scheduling. This shift is not
only an enhancement of algorithm capabilities but also a comprehensive upgrade of the entire
engineering capability. Algorithm repositories can provide a variety of pre-trained models to meet
diverse needs in different scenarios; data platforms can efficiently manage and label large amounts of
data to support model training; media streaming acceleration technology ensures the real-time
transmission and processing of video data, improving system response speed; large-scale scheduling
capabilities can optimize resource allocation and enhance system stability and scalability. This
full-stack AI system capability supply model enables enterprise CV solution to better adapt to complex
and changing market demands, provide one-stop solution for customers, and stands out in the fierce
market competition.
Chinese enterprise CV solution providers are gradually exploring overseas market opportunities.
The global enterprise CV solution market was RMB149.6 billion in 2024 and is projected to be
RMB505.2 billion in 2029, with a CAGR of 27.6%. Leveraging their expertise in complex scenarios
and rapid iteration capabilities, Chinese providers nowadays can effectively meet the growing global
demand for enterprise CV scalable and efficient solution. By combining localized service networks with
partner ecosystems, they can quickly adapt to regional market demands, transforming proven domestic
best practices into deployment strategies that can be promoted globally, thereby driving continuous
overseas growth.
Development of Emerging Enterprise CV Solution Market in China
Based on the factors such as downstream application maturity and technological development
stage, enterprise CV solutions can be classified into traditional application and emerging application.
Specifically,
INDUSTRY OVERVIEW
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 Traditional applications: These traditional applications feature mature algorithm models with
high standardization and relatively long commercial implementation periods. Specific
applications include facial recognition, license plate recognition, and video structuring
(extraction of person/car attributes and form recognition). They are usually used to solve
problems with clear definitions, clear objectives, and relatively controllable background
interference, which are often horizontal applications of general-purpose applications (such as
facial and license plate recognition) across different industries.
 Emerging applications: Compared with traditional applications, emerging applications
require higher customization capabilities in technology. They need to be trained according to
specific equipment, object shapes, detection targets, and data conditions. They have less
commercial implementation period and are in a rapid development phase. Specific
applications include object recognition, action recognition, and defect recognition. They are
usually used to solve more complex and challenging problems that require a higher level of
understanding of the application scenarios, and are deeply embedded in the vertical
operation processes of specific industries.
With the continuous maturation of enterprise CV solution technology, the emergence of new
applications, combined with the decline in computing power costs, have provided strong support for the
commercial implementation. From 2020 to 2024, the market size of emerging enterprise CV solution in
China has shown significant growth, increased from RMB2.2 billion in 2020 to RMB11.1 billion in
2024, with a CAGR of 49.9%. Its penetration rate in the overall enterprise CV solution also increased
from 20.5% in 2020 to 30.2% in 2024. It is projected that by 2029, the application of emerging
enterprise CV solution will be more diverse, and the market size of emerging enterprise CV solution in
China will reach RMB97.0 billion, with a CAGR of 54.3%, and its penetration rate in the overall
enterprise CV solution will further increase to 53.2%.
Market Size of  Emerging Enterprise CV Solution Market in China, in terms of
revenue
RMB Billion, 2020-2029E
Total 49.9% 54.3%
2.2 3.3 4.7 8.2 11.1
17.2
27.2
43.1
65.4
97.0
20.5%
% of Total
Enterprise CV
Solution
Market
22.1% 24.2% 26.8% 30.2% 33.5% 37.4% 42.5% 47.6% 53.2%
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
CAGR 2020-2024 2024-2029E
Source: IDC, Expert Interview, Frost & Sullivan
INDUSTRY OVERVIEW
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COMPETITIVE LANDSCAPE OF ENTERPRISE CV SOLUTION MARKET IN CHINA
Based on the type of provider, the participants can be classified by software-centric providers,
hardware-centric providers and cloud service providers. Software-centric providers focus more on
selling software algorithms and they also provide customers with integrated third-party hardware
according to customer needs. Hardware-centric providers mainly sell hardware devices and provide
customers with integrated solution by loading algorithms onto their self-developed hardware devices,
with less direct sales of software algorithms. Cloud service providers generally integrate CV solutions
into their cloud services with less direct sales of software algorithms.
The competitive landscape of the overall enterprise CV solution market in China is relatively
fragmented. In terms of sales revenue from enterprise CV solution in China in 2024, the market
concentration of the top ten players was approximately 38.3%. The group ranked ninth among all
participants in the market, with a market share of 0.5%.
Ranking Solution Provider Type of Solution Provider
Revenue from
Enterprise CV Solution
(RMB Billion, 2024) Market Share
1 Company A (1) .............. Hardware-centric 6.5 17.7%
2 Company B (2) .............. Cloud service 1.8 4.9%
3 Company C (3) .............. Software-centric 1.2 3.3%
4 Company D (4) .............. Cloud service 1.2 3.2%
5 Company E (5)............... Hardware-centric 1.0 2.7%
6 Company F (6) ............... Cloud service 0.9 2.6%
7 Company G (7) .............. Software-centric 0.8 2.1%
8 Company H (8) .............. Hardware-centric 0.4 1.1%
9 The Company .............. Software-centric 0.2 0.5%
10 Company I (9) ............... Software-centric 0.1 0.4%
Similar to the overall enterprise CV solution market, the emerging enterprise CV solution market
in China has many participants, and the competitive landscape is relatively fragmented. In terms of
sales revenue from emerging enterprise CV solution in China, the market concentration of the top ten
players in the emerging enterprise CV solution market in China in 2024 was approximately 47.9%. In
terms of revenue of emerging enterprise CV solution market in China in 2024, the Company ranked
eighth among all participants in the market, with a market share of 1.6%.
Ranking Solution Provider Type of Solution Provider
Revenue from
Emerging Enterprise
CV Solution
(RMB Billion, 2024) Market Share (%)
1 Company B (2) .............. Cloud Service 1.4 12.1%
2 Company C (3) .............. Software-Centric 1.0 8.8%
3 Company A (1) .............. Hardware-Centric 0.9 8.1%
4 Company F (6) ............... Cloud Service 0.6 5.2%
5 Company D (4) .............. Cloud Service 0.5 4.6%
6 Company E (5)............... Hardware-Centric 0.5 4.3%
7 Company G (7) .............. Software-Centric 0.2 2.1%
8 The Company .............. Software-Centric 0.2 1.6%
9 Company H (8) .............. Hardware-Centric 0.1 0.5%
10 Company I (9) ............... Software-Centric 0.1 0.5%
INDUSTRY OVERVIEW
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Notes:
(1) Established in 2001, headquartered in Hangzhou, China, it focuses on video surveillance products and solutions, offering a
wide range of intelligent video products and systems for various applications. Its shares are listed on the Shenzhen Stock
Exchange (“ SZSE”). As of end of 2024, it had fewer than 60 thousand employees with revenue over RMB90 billion in
total.
(2) Established in 1999, headquartered in Hangzhou, China, it provides cloud-based solutions with computer vision
capabilities, focusing on delivering scalable and intelligent services for businesses. Its shares are listed on the National
Association of Securities Dealers Automated Quotations and Hong Kong Stock Exchange (“ NASDAQ ” and “ HKEX”). As
of end of 2024, it had fewer than 200 thousand employees with revenue over RMB900 billion in total and operated
relevant business offices across 13 countries.
(3) Established in 2018, headquartered in Beijing, China, it focuses on developing advanced vision-based solutions for various
industries, with strengths in hardware-related products and systems. Its shares are listed on the HKEX. As of end of 2024,
it had fewer than 1,000 employees with revenue over RMB1 billion in total.
(4) Established in 1987, headquartered in Shenzhen, China, it combines cloud computing with AI technologies to offer
comprehensive computer vision solutions. It is not listed. As of end of 2024, it had more than 20 thousand employees with
revenue over RMB800 billion in total.
(5) Established in 2001, headquartered in Hangzhou, China, it is a major provider of video surveillance equipment and
solutions, focusing on intelligent video products and systems for security and traffic management. Its shares are listed on
SZSE. As of end of 2024, it had more than 20 thousand employees with revenue over RMB30 billion in total.
(6) Established in 2000, headquartered in Beijing, China, it offers cloud-based AI services, including computer vision-based
solutions, integrating advanced algorithms and data analytics. Its shares are listed on the NASDAQ and HKEX. As of end
of 2024, it had fewer than 40 thousand employees with revenue over RMB10 billion in total.
(7) Established in 2014, headquartered in Shanghai, China, it is known for its AI-driven computer vision technologies, offering
a suite of intelligent software solutions for multiple vertical markets. Its shares are listed on the HKEX. As of end of 2024,
it had fewer than 5,000 employees with revenue over RMB4 billion in total.
(8) Established in 2012, headquartered in Xiamen, China, it is an AI company that provides visual intelligence technology and
products to enterprise, which offers a range of intelligent products for visual perception, visual cognition, and visual
reasoning. It is not listed. As of end of 2024, it had less than 300 employees with revenue over RMB300 million in total.
(9) Established in 2011, headquartered in Beijing, China, it is an AI company focused on the Internet of Things (IoT), creating
a software and hardware integrated AIoT product system. It is not listed. As of end of 2024, it had less than 3,000
employees with revenue over RMB300 million in total.
Source: Public Information Research, Expert Interview, Frost & Sullivan
Key Success Factors and Barriers to Entry in the Enterprise CV Solution Market in China
 Technology Capabilities. The product and technology barrier requires not only mastery of
advanced CV algorithms and models but also full-stack technical capabilities, including the
development of algorithm repositories, data platforms, media streaming acceleration, and
large-scale scheduling, to provide one-stop solution. Providers need to be able to customize
and optimize solution flexibly according to diverse customer needs, ensuring the efficiency
and adaptability of their technology. Moreover, the ability to continuously innovate and
upgrade technology is crucial; providers must continuously invest in R&D to maintain a
technological edge and respond to rapidly changing market demands and competitive
environments. To achieve higher efficiency, it is not uncommon in the industry to have high
proportion of co-developed algorithms and to share ownership of the relevant IP rights with
third-party developers.
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 Industry Know-how. Industry know-how is one of the key factors for the success of
emerging enterprise CV providers. Providers need to have a deep understanding of the
business processes, pain points, and needs of specific industries in order to develop solution
that truly meet industry demands. This industry knowledge encompasses not only technical
understanding but also a comprehensive grasp of industry standards, regulations, and
business models. Through long-term industry experience, providers can better communicate
with customers, quickly identify and solve practical problems, thereby enhancing customer
satisfaction and market competitiveness. The accumulation of industry know-how requires
time and practical experience, and new entrants often lack this depth of understanding and
experience, making it difficult to gain customer trust and market share in a short period of
time, thus forming a high barrier to entry.
 Sustained Profitability. Sustained profitability underpins the viability and growth of
emerging enterprise CV providers and serves as a significant market entry barrier. Providers
need to have stable sources of income and a sound financial status to support R&D, market
expansion, and customer service. Sustained profitability not only reflects the commercial
operation capabilities of an provider but also indicates its ability to effectively manage costs,
optimize resource allocation, and maintain competitiveness in market fluctuations. Providers
need to ensure stable revenue growth and continuous profit accumulation through efficient
business models and precise market positioning.
 Commercialization and Industry Recognition. The commercialization and industry
recognition of emerging enterprise CV solution are key factors for provider success.
Providers need to have the ability to transform technology into actual products and
successfully bring these products to market to realize their commercial value. This requires
not only strong market insight and marketing capabilities but also the establishment of good
cooperative relationships with key customers and partners in the industry to promote the
widespread application of solution. Gaining widespread recognition within the industry
means that the provider has received high evaluations from customers in terms of
technology, service, and reliability, thereby attracting more customers and partners. The
accumulation of commercialization and industry recognition requires time and market
validation, and new entrants often find it difficult to gain customer trust and market
recognition in a short period of time, thus forming a high barrier to entry.
OVERVIEW OF ENTERPRISE LARGE MODEL AI APPLICATION SOLUTION MARKET IN
CHINA
Development of Enterprise Large Model AI Application Solution Market
The development of large model AI is one of the most significant advancements in the field of AI
in recent years, fundamentally transforming the way providers operate, innovate, and interact with
customers. With the rise of models such as GPT, BERT, and other transformer-based architectures, large
model AI application solution have become effective tools for providers of all sizes, driving operational
transformations and enhancing user experiences across various applications. Large model AI application
solution not only enable providers to more efficiently generate and process various types of content but,
more importantly, empower them to make smarter and more impactful business decisions.
Enterprise large model AI application solution refers to applications built on the functionality of
large model AI, as well as the supporting services required to provide comprehensive large model AI
solution, including model development services, data platform services, and computing power
optimization services, to help providers better leverage enterprise large model AI applications and
achieve cost reduction and efficiency improvement.
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In 2024, the market size of enterprise large model AI application solution in China, measured in
terms of revenue, was RMB5.8 billion. It is projected to reach RMB52.7 billion by 2029, with a CAGR
of 55.5% from 2024 to 2029.
Drivers and Future Trends of the Enterprise Large Model AI Application Solution Market in
China
 Open-source foundation models promote availability and cost-effectiveness. The
widespread adoption of open-source foundation large models has lowered technological
barriers and costs, thereby accelerating the adoption of large model AI application solution
by providers. Open-source foundation models allow providers to avoid building models from
scratch, enabling rapid knowledge transfer and domain adaptation, significantly reducing
development cycles and improving efficiency. Moreover, the collaborative nature of the
open-source ecosystem fosters faster algorithm iteration and continuous technological
progress, making large model AI solution more accessible, especially for small and
medium-sized providers.
 Demand for intelligent solution in specific industry scenarios. With the acceleration of
digital transformation, providers are increasingly adopting intelligent solution tailored to the
unique challenges of their industries. Large model AI application solution is seen as key
drivers of breakthroughs, capable of simplifying workflows and enhancing overall efficiency
in vertical markets by replacing traditional office tools with more intelligent agents that have
advanced content generation and decision-making capabilities, thereby providing providers
with greater flexibility and competitiveness in a comprehensive manner.
 Expanding application scenarios for large model AI. As large model AI technology
continues to mature and commercialize, it is expected that an increasing number of providers
will adopt large model AI application solution to meet the diverse needs of various
industries, ranging from marketing and sales to R&D, finance, and supply chain
management, further driving the demand for enterprise large model AI application solution.
SOURCE OF INFORMATION
In connection with the Global Offering, we have engaged Frost & Sullivan to conduct a detailed
analysis and prepare an industry report on the markets in which we operate. Services provided by Frost
& Sullivan include market assessments, competitive benchmarking, and strategic and market planning
for a variety of industries. We have agreed to a total of RMB500,000 in fees and expenses for the
preparation and use of the Frost & Sullivan Report. The Payment of such amount was not contingent
upon our successful Listing or on the results of the Frost & Sullivan Report. Except for the Frost &
Sullivan Report, we did not commission any other industry report in connection with the Global
Offering.
We have extracted certain information from the Frost & Sullivan Report in this section, as well as
in the sections headed “Summary”, “Risk Factors”, “Business”, “Financial Information” and elsewhere
in this prospectus to provide our potential investors with a more comprehensive presentation of the
industries in which we operate. Unless otherwise noted, all of the data and forecasts contained in this
section are derived from the Frost & Sullivan Report, various official government publications and
other publications. During the preparation of the market research report, Frost & Sullivan performed
both (i) primary research, which involved in-depth interviews with leading industry participants and
industry experts; and (ii) secondary research, which involved review of company reports, independent
research reports and data based on Frost & Sullivan’s own research database. Project data was obtained
from historical data analysis plotted against macroeconomic data with reference to specific
industry-related factors. Frost & Sullivan has independently analyzed the information, but the accuracy
of the conclusions of its review largely relies on the accuracy of the information collected. Frost &
Sullivan research may be affected by the accuracy of these assumptions and the choice of these primary
and secondary sources.
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This section sets out an overview of the current laws and regulations applicable to the Group in
the PRC that may materially affect the Group and its operations. The principal objective of this
summary is to provide potential investors with an overview of the key laws and regulations applicable
to the Group.
This summary does not purport to be a comprehensive description of all the laws and regulations
applicable to the business and operations of the Group and/or which may be important to potential
investors.
REGULATIONS AND POLICIES ON INFORMATION INDUSTRY
Policies on Artificial Intelligence
The Development Plan of New Generation Artificial Intelligence (஝ྌ)
was promulgated by the State Council on July 8, 2017 and came into effect on the same date, according
to which, the State accelerates the cultivation of an artificial intelligence industry with a major leading
role, promote the in-depth integration of artificial intelligence and various industrial fields, and form a
data-driven, human-machine collaboration, cross border integration, and co-creation and sharing of
intelligent economic forms. Data and knowledge have become the first element of economic growth,
human machine collaboration has become the mainstream mode of production and service, cross border
integration has become an important economic model, co-creation and sharing has become a basic
feature of economic ecology, personalized demand and customization have become a new trend in
consumption. Develop key basic software such as artificial intelligence oriented operating systems,
databases, middleware, and development tools, break through core hardware such as graphics
processors, and study image recognition, speech recognition, machine translation, intelligent interaction,
knowledge processing, control decision-making and other intelligent system solutions and cultivate and
expand the basic software and hardware industries for artificial intelligence applications.
On August 12, 2022, the Notice on Supporting the Development of Demonstration and Application
Scenarios for New-Generation Artificial Intelligence (ٙ
) issued by the Ministry of Science and Technology of the People’s Republic of China (“ MOST”)
emphasizes the need to give full play to the role of artificial intelligence in enabling economic and
social development, and focus on the establishment of a whole-chain and whole-process ecological
application of the artificial intelligence industry. It is also imperative to support the development of a
batch of artificial intelligence application scenarios with good foundations, strengthen the cooperation
of upstream and downstream of research and development and the integration of new technologies, and
create a batch of benchmark demonstration application scenarios that can be replicated and promoted,
including smart ports, autopilot and smart supply chains.
National Catalog for Guidance on Industrial Restructuring
In accordance with the National Catalog for Guidance on Industrial Restructuring (2024 Version)
(ኬͦ፽ (2024 ϋ͉)) which was promulgated by the NDRC on December 27, 2023
and came into effect on February 1, 2024, big data, cloud computing, software and information
technology service and blockchain information services within the extent permitted by PRC are under
the encouraged category.
REGULATIONS RELATING TO FOREIGN INVESTMENT
The Company Law of the PRC (), promulgated by the Standing
Committee of the National People’s Congress of the PRC (ึ ) (the
“SCNPC ”) on December 29, 1993, last amended on December 29, 2023 and came into effect on July 1,
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2024, governs the establishment, operation and management of companies in the PRC, including
foreign-invested companies. Unless foreign investment laws provide otherwise, foreign-invested
companies shall abide by the Company Law of the PRC.
Foreign investment in the PRC is subject to the Catalog of Industries for Encouraging Foreign
Investment (2025 Version) ( ོᎸ̮ਠҳ༟ପุͦ፽ (2025و)) (the “ Catalog ”), amended on
December 15, 2025 and effective since February 1, 2026 and the Special Administrative Measures for
Foreign Investment Access (Negative List) (2024 Version) (݄( ૶
ఊ)(2024و)) (the “ Negative List ”), promulgated on September 6, 2024 and effective since
November 1, 2024, both of which issued by the NDRC and the MOFCOM. The Catalog and the
Negative List lay out the basic framework for foreign investment in China, classifying businesses into
three categories with regard to foreign investment: “encouraged”, “restricted”, and “prohibited”.
Industries not listed in the Catalog or the Negative List are generally deemed as falling into a fourth
category, “permitted”, unless specifically restricted by other PRC laws and regulations.
The FIL promulgated by the National People’s Congress (ɽึ ) on March 15, 2019,
effective since January 1, 2020, and the Implementation Regulations for the Foreign Investment Law of
the PRC (ૢԷ ) (the “ Implementation Regulations for FIL ”),
promulgated by the State Council ( ਷ਕ৫) on December 26, 2019, effective since January 1, 2020, are
the principal existing law and regulation governing foreign investment in the PRC. The FIL and the
Implementation Regulations for FIL are enacted to further expand opening-up, actively promote foreign
investment, protect legitimate rights and interests in foreign investment, and standardize foreign
investment management. Pursuant to the FIL and the Implementation Regulations for FIL, the PRC
adopts a system of national treatment plus the Negative List with respect to foreign investment
administration. Foreign investment and domestic investment in industries outside the scope of the
Negative List issued or released upon approval by the State Council would be treated equally.
On December 30, 2019, the MOFCOM and the SAMR promulgated the Measures for the
Reporting of Foreign Investment Information () (the “ Reporting Measures ”),
which came into effect on January 1, 2020. The Reporting Measures regulate information reporting
relating to foreign investment in the PRC. Pursuant to the Reporting Measures, foreign investors and
foreign-invested enterprises who directly or indirectly carry out investment activities in the PRC shall
report investment information to the competent departments of commerce by submitting initial reports,
change reports, cancelation reports and annual reports.
On December 19, 2020, the NDRC and the MOFCOM jointly promulgated the Measures on the
Security Review of Foreign Investment (), effective on January 18, 2021,
setting forth provisions concerning the security review mechanism on foreign investment, including the
types of investments subject to review, review scopes and procedures, among others. Foreign investor
or relevant parties in China must declare the security review prior to (i) the investments in the military
industry, military industrial supporting and other fields relating to the security of national defense, and
investments in areas surrounding military facilities and military industry facilities; and (ii) investments
in important agricultural products, important energy and resources, important equipment manufacturing,
important infrastructure, important transportation services, important cultural products and services,
important information technology and Internet products and services, important financial services, key
technologies and other important fields relating to national security; and obtaining control in the target
enterprise.
REGULATIONS RELATING TO OVERSEAS LISTING
On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures and five
relevant guidelines, which became effective on March 31, 2023. Meanwhile, the Special Provisions of
the State Council for the Share Offerings and Listings Overseas of Joint Stock Limited Companies ( ਷
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 ) and the Circular of the State Council
Concerning Further Strengthening the Administration of Share Issuance and Listing Overseas ( ਷ਕ৫
 ), which were previously the main institutional
basis for overseas offering and listing by domestic enterprises, were repealed on March 31, 2023.
According to the Overseas Listing Trial Measures, PRC domestic enterprises which seek to issue
and list securities in overseas markets by direct or indirect means are required to complete the filing
procedures with and submit relevant materials to the CSRC. The Overseas Listing Trial Measures
provides that an overseas offering and listing is prohibited if there is one of the following
circumstances: (i) the listing is specifically prohibited for financing purposes by laws, administrative
regulations, or applicable requirements imposed by the State; (ii) the overseas offering and listing might
endanger national security as reviewed and determined by competent authorities under the State Council
in accordance with relevant laws; (iii) the domestic enterprise or its controlling shareholder(s) and de
facto controller(s) have committed corruption, bribery, embezzlement, misappropriation of property, or
other criminal offenses disruptive to the order of the socialist market economy in recent three years;
(iv) the domestic enterprise is currently under judicial investigations for suspicion of criminal offenses
or materially breaching laws or regulations, where no definitive conclusions have been reached; or (v)
there are material ownership disputes with respect to equity interests held by controlling shareholder(s)
or equity interests held by other shareholders controlled by controlling shareholder(s) and/or de facto
controller(s).
The Overseas Listing Trial Measures also provides that if the issuer meets both the following
criteria, the overseas securities offering and listing conducted by such issuer will be deemed as an
indirect overseas offering and listing by PRC domestic enterprises: (i) the amount of any of the
operating revenue, total profit, total assets or net assets of the domestic enterprise represents over 50%
of that of the relevant item in the issuer’s audited consolidated financial statements for the most recent
fiscal year; and (ii) the main parts of the issuer’s business activities are conducted in Chinese Mainland,
or its principal place of business is located in Chinese Mainland, or the majority of senior management
in charge of its business operations and management are PRC citizens or have their usual place of
residence located in Chinese Mainland. Where an issuer submits an application for an initial public
offering to competent overseas regulators, such issuer must file with the CSRC within three business
days after such application is submitted. The Overseas Listing Trial Measures also requires subsequent
reports to be filed with the CSRC on material events, such as a change of control or voluntary or forced
delisting of the issuer who has completed an overseas offering and listing.
To enhance confidentiality and archive management for domestic enterprises’ overseas offerings
and listings, CSRC, the MOF, National Administration of State Secrets Protection (੗҅ ), and
National Archives Administration (҅ ) promulgated the Provisions on Strengthening
Confidentiality and Archives Administration Concerning Overseas Securities Offerings and Listings by
Domestic Enterprises ( on
February 24, 2023, which came into effect on March 31, 2023, and at the same time, replaced the
Provisions on Strengthening Confidentiality and Archives Administration Concerning Overseas
Securities Offerings and Listings ( .
These provisions now cover domestic joint stock companies directly listing overseas and entities
indirectly listing abroad. They outline procedural requirements and specify enterprises’ confidentiality
responsibilities and accounting archives administration, in alignment with the Overseas Listing Trial
Measures.
REGULATIONS ON THE H SHARE FULL CIRCULATION
“Full circulation” means listing and circulating on the stock exchange of the domestic unlisted
shares of an H-share listed company, including unlisted domestic shares held by domestic shareholders
prior to overseas listing, unlisted domestic shares additionally issued after overseas listing, and unlisted
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shares held by foreign shareholders. On November 14, 2019, the CSRC issued the Guidelines for the
“Full Circulation” Program for Domestic Unlisted Shares of H-share Listed Companies ( Hʮ̡ྤʫ
΅͡ሗ “ஷ”ˏ) (the “ Guidelines for the Full Circulation ”), which was amended
on August 10, 2023.
According to the Guidelines for the Full Circulation, shareholders of domestic unlisted shares may
determine by themselves through consultation the amount and proportion of shares, for which an
application will be filed for circulation, provided that the requirements laid down in the relevant laws
and regulations and set out in the policies for state-owned asset administration, foreign investment and
industry regulation are met, and the corresponding H-share listed company may be entrusted to file the
said application for full circulation. To apply for full circulation, an H-share listed company shall file
the application with the CSRC according to the filing procedures necessary for the Overseas Listing
Regulations. After the application for full circulation has been approved by the CSRC, the H-share
listed company shall submit a report on the relevant situation to the CSRC within 15 days after the
registration with the CSDC of the shares related to the application has been completed. After domestic
unlisted shares are listed and circulated on the Hong Kong Stock Exchange, they may not be transferred
back to China.
On December 31, 2019, CSDC and the Shenzhen Stock Exchange jointly announced the Measures
for Implementation of H-share Full Circulation Business ( Hٰ“ஷ”) (the
“Measures for Implementation ”) to regulate the H-share full circulation business, such as cross border
transfer registration, maintenance of deposit and holding details, transaction entrustment and instruction
transmission, settlement, management of settlement participants, services of nominal holders, etc.
In addition, the Shenzhen Branch of CSDC released the Guide for “Full Circulation” Business of
H Shares by the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
(ப΂ʮ̡ଉέʱʮ̡ Hٰ“ஷ”) on June 27, 2025, which
clearly provides for business arrangements and procedures related to H-share full circulation business,
including business preparation, cross-border transfer registration, overseas depository of shares and
initial maintenance and change in maintenance of domestic holding details, corporate behavior
processing, clearing and settlement, risk management and business charges.
Pursuant to the Overseas Listing Regulations, in respect of a domestic company directly listed
overseas, shareholders holding its unlisted domestic shares who apply to convert such shares held by
them into listed overseas shares and to be listed in an overseas stock exchange, shall comply with the
relevant regulations of the CSRC and entrust domestic enterprises to file with the CSRC.
REGULATIONS RELATING TO CYBERSECURITY AND DATA PROTECTION
On June 22, 2007, the MPS, National Administration of State Secrets Protection (੗҅ ),
State Council Information Office (abolished) and State Cryptography Administration (੗ᇁ၍ଣ҅ )
issued the Administrative Measures for the Hierarchical Protection of Information Security (τΌ
), which regulate that the security protection of an information system may be
graded into five level. As for an information system of Grade II or above which has been put into
operation, its operator or user shall, within 30 days since the date when its security protection grade is
determined, complete the record-filing procedures at the local public security organ at the level of city
divided into districts or above. For an information system of Grade II or above newly built, its operator
or user shall, within 30 days after it is put into operation, complete the record-filing procedures at the
local public security organ at the level of municipality divided into districts or above.
On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the PRC ( ʕശɛ͏΍
, the “ Cybersecurity Law ”), revised on October 28, 2025 and came into force and
effect on January 1, 2026, pursuant to which, the state shall implement rules for graded protection of
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cybersecurity and the network operators shall comply with laws and regulations and fulfill their
obligations to safeguard security of the network when conducting business and providing services.
Those who provide services through networks shall take technical measures and other necessary
measures pursuant to laws, regulations and compulsory national standards to safeguard the safe and
stable operation of the networks, respond to network security incidents effectively, prevent illegal and
criminal activities, and maintain the integrity, confidentiality and usability of network data. Network
operators of critical information infrastructure shall store within the territory of the PRC all the
personal information and important data collected and produced within the territory of PRC. Where
such information and data need to be provided abroad for business purpose, security assessment shall
be conducted pursuant to the measures developed by the national cyberspace administration together
with competent departments of the State Council, unless otherwise provided for in laws and
administrative regulations. The purchase of network products and services by the network operators of
critical information infrastructure that may affect national security shall be subject to national security
review.
On December 28, 2021, the Cyberspace Administration Of China (the “ CAC”) together with 12
other authorities, jointly promulgated the Measures for Cybersecurity Review ()
(the “ CAC Measures ”), which took effect on February 15, 2022 and replaced its previous version
promulgated on April 13, 2020. The CAC Measures provide that: (i) network platform operators that are
engaged in data processing activities which have or may have an implication on national security shall
undergo a cybersecurity review; (ii) network platform operators that master personal information of
more than one million users and seek to list abroad ( ਷̮ɪ̹) shall file for a cybersecurity review
with the Cybersecurity Review Office; (iii) critical information infrastructure operators purchasing
network products and services, which affect or may affect national security, shall conduct a
cybersecurity review as well. On July 11, 2025, we and our PRC Legal Advisor have conducted a
real-name telephone consultation and communication with the competent regulatory authority, the China
Cybersecurity Review, Certification and Market Regulation Big Data Center (Ⴉᗇձ
̹ఙ္၍ɽᅰኽʕː , the “ CCRC”), and CCRC has confirmed that a listing in Hong Kong does not
fall within the scope of the term of “listing abroad ( ਷̮ɪ̹)” under the CAC Measures. Given that (i)
CCRC has confirmed that listing in Hong Kong does not constitute a listing abroad ( ਷̮ɪ̹); (ii) as
of the Latest Practicable Date, we had not been notified by any competent governmental authorities as a
critical information infrastructure operator; and (iii) as of the Latest Practicable Date, we had not
received any notice that we are required to conduct a cybersecurity review or our data processing
activity affects or may affect national security, and the interpretation of activities that “affect or may
affect national security” under the current PRC laws and regulations requires further clarification from
the competent authorities, therefore, as advised by our PRC Legal Advisor, we are not obliged to apply
for a cybersecurity review pursuant to the CAC Measures with respect to our proposed. However, as
further advised by our PRC Legal Advisor, the interpretation and implementation of these laws and
regulations with respect to the cybersecurity review keep evolving, we cannot assure you that there will
not be any additional regulatory requirements regarding the cybersecurity review relating to the new
laws and regulations, and we are suggested by our PRC Legal Advisor that we should keep abreast of
the applicable laws and regulations in this regard and implement all necessary measures in a timely
manner to ensure compliance with the relevant laws and regulations.
On June 10, 2021, the SCNPC promulgated the PRC Data Security Law ( ʕശɛ͏΍ձ਷ᅰኽτ
, the “ Data Security Law ”), which took effect on September 1, 2021. The Data Security Law
introduces a data classification and hierarchical protection system based on the importance of data in
economic and social development, as well as the degree of harm it will cause to national security,
public interests, or legitimate rights and interests of persons or entities when such data is tampered
with, destroyed, divulged, or illegally acquired or used. It also provides for a security review procedure
for the data activities which may affect national security. In addition, the Data Security Law provides
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that important data processors shall appoint a data security officer and establish a management
department to take charge of data security, and such processors shall evaluate the risk of their data
activities periodically and file assessment reports with the relevant regulatory authorities.
On July 7, 2022, the CAC issued the Measures for the Security Assessment of Data Cross-border
Transfer () which took effect on September 1, 2022. The Measures for the
Security Assessment of Data Cross-border Transfer require that any data processor providing important
data collected and generated during operations within the territory of the PRC or personal information
that should be subject to security assessment according to law to an overseas recipient shall conduct
security assessment. On March 22, 2024, the CAC issued the Provisions on Promoting and Regulating
Cross-border Flow of Data (), or the New Cross-border Data Flow
Provisions, which took effect on the same day. The New Cross-border Data Flow Provisions state that if
there is any conflict with the Measures for the Security Assessment of Data Cross-border Transfer, the
New Cross-border Data Flow Provisions shall prevail. The New Cross-border Data Flow Provisions set
out scenarios under which certain obligations for the cross-border data transfer are waived, which
include, among others, passing the security assessment of cross-border data transfer, concluding a
standard contract for the cross-border transfer of personal information or obtaining the personal
information protection certification. During the Track Record Period and up to the Latest Practicable
Date, our daily business operations have not involved any transfer of important data or personal
information to any overseas recipients.
On September 24, 2024, the Cyber Data Security Regulations ( ၣഖᅰኽτΌ၍ଣૢԷ) was
promulgated by the State Council and has come into effect on January 1, 2025. The Cyber Data
Security Regulations is to implement general requirements on data security management from the
Cybersecurity Law, the Data Security Law, as well as the Personal Information Protection Law,
reiterating the general regulations for data processing activities and rules of personal information
protection, important data security protection, network data cross-border transfer management, and
internet platform service providers’ obligations.
On December 8, 2022, the MIIT promulgated the Measures for the Administration of Data
Security in the Field of Industry and Information Technology (Trial) (ʷჯਹᅰኽτΌ၍
ج(༊Б)), which came into effect on January 1, 2023. Data processors in the field of industry
and information technology shall take the main responsibility for the security of data processing
activities, implement hierarchical protection for various types of data, and where different levels of data
are being processed at the same time and it is difficult to take separate protection measures, the
protection shall be implemented in accordance with the requirements of the highest levels, to ensure
that the data continues to be effectively protected and legally utilized.
REGULATIONS ON PRIV ACY PROTECTION
Pursuant to the PRC Civil Code (Պ), which was promulgated by the
National People’s Congress on May 28, 2020, and became effective on January 1, 2021, the personal
information of a natural person shall be protected by law. Any organization or individual that needs to
collect, use, process, transmit, offer, disclose the personal information of others shall do so in
accordance with the law and ensure information security, and may neither illegally collect, use, process
or transmit the personal information of others, nor illegally trade, provide or disclose the personal
information of others. Anyone whose civil rights and civil interests, including personal information, are
infringed upon shall have the right to seek tort liability against the infringer.
On 20 August 2021, the SCNPC promulgated the Personal Information Protection Law (ڦ
, which took effect on 1 November 2021. The Personal Information Protection Law requires,
among others, that (i) the processing (including the collection, storage, use, processing, transmission,
provision, disclosure and deletion) of personal information shall be processed following the principles
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of lawfulness, legitimacy, necessity and good faith, and shall not be processed through misleading,
fraudulent, coercive and other means, (ii) the processing of personal information should have a clear
and reasonable purpose which should be directly related to the processing purpose, in a method that has
the least impact on personal rights and interests, and the collection of personal information should be
limited to the minimum scope necessary to achieve the processing purpose to avoid the excessive
collection of personal information. Entities processing personal information bear responsibilities for
their activities of processing personal information, and shall adopt necessary measures to safeguard the
security of the personal information that they process.
The Several Provisions on Regulating the Market Order of Internet Information Services ( ஝ᇍʝ
), issued by the MIIT on December 29, 2011 and effective as of
March 15, 2012, establish clear rules regarding user personal information. Internet information service
providers are generally prohibited from collecting user personal information or sharing it with third
parties without the user’s consent, except as otherwise permitted by laws and administrative
regulations. “User Personal information” is defined as information about users that, either on its own or
in combination with other data, can identify the users’ identities. Service providers must explicitly
inform users about how they collect, process, and for what purposes, and can only gather information
essential for providing services. They also have the responsibility to store user personal information
properly. In case of a leak or potential leak, immediate corrective actions must be taken, and in serious
situations, the incident must be reported promptly to the telecommunications regulatory authority.
Following the Decision on Strengthening the Protection of Online Information (ڦ
) issued by the SCNPC on December 28, 2012, and the Order for the Protection of
Telecommunications and Internet User Personal Information ( )
issued by the MIIT on July 16, 2013 and effective as of December 1, 2013, any collection and use of
user personal information must meet specific criteria. It requires user consent and must adhere to the
principles of legality, rationality, and necessity, operating within defined purposes, methods, and scopes.
Internet information service providers are obligated to maintain strict confidentiality of such
information, and are strictly prohibited from disclosing, altering, destroying, selling, or providing it to
others. Violations of these regulations can lead to various penalties, including warnings, fines,
confiscation of illegal earnings, license revocation, filing cancellation, website shutdown, and in severe
cases, criminal liability.
According to the Notice of the Supreme People’s Court, the Supreme People’s Procuratorate and
the Ministry of Public Security on Legally Punishing Criminal Activities Infringing upon the Personal
Information of Citizens (ࢹڦ
), effective from April 23, 2013, and the Interpretation of the Supreme People’s Court
and the Supreme People’s Procuratorate on Several Issues regarding Legal Application in Criminal
Cases Infringing upon the Personal Information of Citizens (፬
༆ᙑ ), issued on May 8, 2017 and effective on
June 1, 2017, certain activities are considered criminal acts of infringing upon citizens’ personal
information. These include: (i) providing citizens’ personal information to specific individuals or
releasing it online or through other channels in violation of national regulations; (ii) sharing
legitimately collected citizen information with others without the individuals’ consent (except when the
information is processed to be non-identifiable and unrecoverable); (iii) collecting citizens’ personal
information in violation of relevant rules and regulations during duty performance or service provision;
and (iv) obtaining citizens’ personal information through illegal means such as purchasing, accepting,
or exchanging.
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REGULATIONS RELATING TO INTELLECTUAL PROPERTY
Trademark
The Trademark Law of the PRC () and the Regulation on the
Implementation of the Trademark Law of the PRC (ૢԷ) govern
trademark registration, protection, and usage in China. Enacted on August 23, 1982, and last amended
on April 23, 2019, the Trademark Law, effective from November 1, 2019, follows the “first-to-file”
principle. It grants exclusive rights to trademark registrants, administered by the Trademark Office of
the China National Intellectual Property Administration (ᗆପᛆ҅ ) (the “ NIPA”).
Registered trademarks are valid for ten years, renewable in ten-year increments. Renewal
procedures must be completed within twelve months before expiry, with a possible six-month extension.
The Trademark Office announces trademarks eligible for renewal. Trademark registrants can authorize
others via licensing contracts, but licensing details must be filed with the Trademark Office. Failure to
file won’t affect bona fide third parties. Quality supervision is the licensor’s responsibility, and
licensees must maintain product quality when using the registered trademark.
Patent
The Patent Law of the PRC () and the Implementation Rules of the
Patent Law of the PRC () govern patent activities in China. Enacted
on March 12, 1984, and last amended on October 17, 2020, the Patent Law became effective on June 1,
2021. The Patent Office of the NIPA oversees national patent work. Provincial, autonomous region, or
municipal patent administration departments handle local jurisdictions.
The Patent Law and its Implementation Rules recognize three patent types: “invention,” “utility
model” and “design.” Invention patents cover new technical solutions for products, methods, or their
improvements. Utility model patents apply to practical technical solutions for product shapes,
structures, or combinations. Design patents protect new aesthetic designs for products, including shape,
pattern, and color combinations. Invention patents are valid for twenty years, design patents for fifteen
years, and utility model patents for ten years from the application date.
China follows the “first to file” principle, granting patents to the earliest applicant for the same
invention. Patentable inventions or utility models must be novel, inventive, and practical. Patent
holders’ rights are legally protected, allowing others to use the patent only with proper authorization.
Unauthorized use constitutes patent infringement unless specified by law.
Copyright
According to the Copyright Law of the PRC () promulgated by the
SCNPC on September 7, 1990, last amended on November 11, 2020 and effective on June 1, 2021, and
the Implementation Regulations of the Copyright Law of the PRC (ૢ
Է) promulgated by the State Council on August 2, 2002, last amended on January 30, 2013 and
effective on March 1, 2013, works of PRC citizens, legal entities or unincorporated organizations,
whether published or not, shall enjoy copyright. Works refer to intellectual achievements in the field of
literature, art and science that are original and can be expressed in a certain form, including written
works, oral works, photographic works, video and audio works, and computer software. A copyright
holder shall enjoy a number of rights, including the right of publication, the right of authorship and the
right of reproduction.
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In accordance with the Regulations on the Protection of Computer Software (ᚐૢ
Է) promulgated by the State Council on June 4, 1991 and last amended on January 30, 2013, with the
latest revision effective on March 1, 2013, Chinese citizen, legal person or other organization is entitled
under the copyright of the software he/it has developed, including the right of publication, right of
acknowledgment, right of alteration, right of reproduction, right of distribution, right of leasing, right of
dissemination, right of translation and other rights that software copyright owners shall have, regardless
of whether such software has been published.
In accordance with the Measures for Registration of Computer Software Copyright (ၑዚழ΁
) promulgated by the National Copyright Administration on April 6, 1992 and last
amended on February 20, 2002, with the latest revision effective on the same date, software copyrights,
exclusive software copyright licensing contracts and transfer contracts shall be registered, and the
National Copyright Administration shall be the competent authority for the administration of software
copyright registration and has certified the China Copyright Protection Center as the institution
responsible for software registration. Applications that comply with the rules shall be granted
registration, and a corresponding registration certificate shall be issued by the China Copyright
Protection Center.
Domain Name
According to the Measures for the Administration of Internet Domain Names ( ʝᑌၣਹΤ၍ଣ
) issued by the MIIT on August 24, 2017 (effective from November 1, 2017), and the
Implementation Rules for National Top-Level Domain Name Registration (୚
) released by the China Internet Network Information Center on June 18, 2019 (effective on the
same day), domain name owners must register their domain names. The MIIT oversees China’s Internet
domain names, while provincial, autonomous region, and municipal telecommunications management
bureaus are responsible for domain name services within their respective regions. Registration operates
on a “first come, first file” basis. Applicants must provide accurate information and enter registration
agreements with domain name registration service providers. Upon completing the registration process,
applicants become the domain name holders.
REGULATIONS RELATING TO PROPERTY LEASING
Pursuant to the PRC Civil Code, a lessee may, upon the lessor’s consent, sublease the leased
object to a third person. The lease contract between the lessee and the lessor shall continue to be valid
despite the sublease by the lessee, and if the third person causes loss to the leased object, the lessee
shall bear the liability for compensation. A change in the ownership of a leased object during the period
that a lessee possesses the leased object in accordance with the lease contract shall not affect the
validity of the lease contract. Pursuant to the Law on Administration of Urban Real Estate of the PRC
(), which was promulgated by the SCNPC on July 5, 1994 and
was latest amended on August 26, 2019, and effective on January 1,2020, and the Management
Measures for the Lease of Commercial Housing () promulgated by the
Ministry of Housing and Urban-Rural Development on December 1, 2010, and effective on February 1,
2011, the parties to a housing lease shall enter into a lease contract in accordance with the law. Within
30 days after the conclusion of the housing lease contract, the parties to the lease shall go to the
competent department of construction (real estate) of the people’s government of the municipality, city
or county where the leased housing is located to register and file the housing lease. In violation of the
foregoing provisions, the competent construction (real estate) departments of the people’s governments
of the municipalities directly under the central government, cities and counties shall order rectification
within a time limit. If rectification is not made by an individual within the time limit, a fine of less than
RMB1,000 shall be imposed. If rectification is not made by an entity within the time limit, a fine of
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more than RMB1,000 but less than RMB10,000 shall be imposed. According to the PRC Civil Code,
the parties’ failure to register the lease contract in accordance with the provisions of laws and
administrative regulations does not affect the validity of the contract.
REGULATIONS RELATING TO LABOR AND SOCIAL SECURITY
Labor Law and Labor Contract Law
According to the Labor Law of the PRC () promulgated on July 5, 1994
and amended on August 27, 2009 and December 29, 2018, enterprises shall establish and improve their
system of workplace safety and sanitation, strictly abide by state rules and standards on workplace
safety, and conduct employees training on labor safety and sanitation in the PRC. Labor safety and
sanitation facilities shall comply with statutory standards. Enterprises and institutions shall provide
employees with a safe workplace and sanitation conditions which are in compliance with applicable
laws and regulations of labor protection.
The Labor Contract Law of the PRC () promulgated on June 29,
2007 and amended on December 28, 2012, and the Implementation Rules of the Labor Contract Law of
the PRC (ૢԷ ) promulgated on September 18, 2008 set out specific
provisions in relation to the execution, the terms and the termination of a labor contract and the rights
and obligations of the employees and employers, respectively. At the time of hiring, the employers shall
truthfully inform the employees the scope of work, working conditions, working place, occupational
hazards, work safety, salary and other matters which the employees request to be informed about.
Social Insurance and Housing Provident Fund
Pursuant to the Social Insurance Law of the PRC () which was
promulgated on October 28, 2010 and with effect from July 1, 2011 and latest amended on December
29, 2018, and the Interim Regulations on the Collection of Social Insurance Fees (ᎈ൬ᅄᖮᅲ
БૢԷ) issued by the State Council on January 22, 1999 and last amended on March 24, 2019,
employees shall participate in basic pension insurance, basic medical insurance and unemployment
insurance. Basic pension, medical and unemployment insurance contributions shall be paid by both
employers and employees. Employees shall also participate in work-related injury insurance and
maternity insurance. Work-related injury insurance and maternity insurance contributions shall be paid
by employers rather than employees. Pursuant to the Notice of the General Office of the State Council
on Issuing the Plan for the Pilot Program of Combined Implementation of Maternity Insurance and
Basic Medical Insurance for Employees (Ι೯ <ᎈΥԻ
ࣩ> ) and Opinions of the General Office of the State Council on Comprehensively
Promoting the Implementation of the Combination of Maternity Insurance and Basic Medical Insurance
for Employees (จԈ )
promulgated on January 19, 2017 and March 6, 2019, the maternity insurance and basic medical
insurance for employees shall be consolidated. According to the Social Insurance Law of PRC,
employers must carry out social insurance registration at the local social insurance agency, provide
social insurance and pay or withhold the relevant social insurance premiums for or on behalf of
employees. For employers failing to conduct social insurance registration, the administrative department
of social insurance shall order them to make corrections within a prescribed time limit; if they fail to
do so within the time limit, employers shall have to pay a penalty over one time but no more than three
times of the amount of the social insurance premium payable by them. Where an employer fails to pay
social insurance premiums in full or on time, the social insurance premium collection agency shall
order it to pay or make up the balance within a prescribed time limit, and shall impose a daily late fee
at the rate of 0.05% of the outstanding amount from the due date; if still failing to pay within the time
limit prescribed, a fine of one time to three times the amount in default will be imposed on them by the
competent administrative department.
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According to the Regulations on the Administration of Housing Provident Fund (၍
ଣૢԷ) promulgated on April 3, 1999 and amended on March 24, 2002 and March 24, 2019,
employers shall timely pay the housing provident fund in full and overdue or insufficient payment shall
be prohibited. Employers shall process the housing fund payment and deposit registration in the
housing provident fund administrative center. For enterprises who violate the above laws and
regulations and fail to apply for housing provident fund deposit registration or open housing provident
fund accounts for their employees, the housing provident fund administrative center shall order the
relevant enterprises to make corrections within a designated period. Those enterprises failing to process
registration of provident fund accounts for their employees within the designated period shall be subject
to a fine ranging from RMB10,000 to RMB50,000. When enterprises violate those provisions and fail to
pay the housing provident fund in full amount as due, the housing provident fund administrative center
will order such enterprises to pay up the amount within a prescribed period; if those enterprises still fail
to comply with the regulations upon the expiration of the above-mentioned time limit, further
application will be made to the People’s Court for mandatory enforcement.
REGULATIONS RELATING TO THE PRC TAX
Income Tax Law
According to the PRC Enterprise Income Tax Law ()
promulgated by the National People’s Congress on March 16, 2007, and most recently amended on
December 29, 2018 and effective from the same date and the Enterprise Income Tax Implementation
Regulations (ૢԷ ) promulgated by the State Council on
December 6, 2007, and most recently amended on December 6, 2024 and effective from January 20,
2025, enterprises are divided into resident enterprises and non-resident enterprises. Resident enterprises
are enterprises which are set up in China in accordance with law, or which are set up in accordance
with the law of a foreign country (region) but which are actually under the administration of institutions
in China. Non-resident enterprises are enterprises which are set up in accordance with the law of a
foreign country (region) and whose actual administrative institution is not in China, but which have
institutions or establishments in China, or which have no such institutions or establishments but have
income generated from inside China. Resident enterprises are subject to a uniform 25% enterprise
income tax rate on their worldwide income. The enterprise income tax rate is reduced to 20% for
qualifying small low-profit enterprises. The high-tech enterprises that need full support from the PRC
government will enjoy a 15% tax rate for Enterprise Income Tax.
Value-added Tax
The Value-added Tax Law of the PRC (), which was promulgated by
the National People’s Congress on December 24, 2024 and became effective on January 1, 2026, and
the Regulations for the Implementation of the Value-Added Tax Law of the PRC ( ʕശɛ͏΍ձ਷ᄣ
ૢԷ) which was promulgated by the State Council on December 25, 2025 and became
effective on January 1, 2026, taxpayers that sell goods, provide processing, repair and replacement
services, tangible movables leasing services or import goods are subject to a tax rate of 13% except as
otherwise specified taxpayers that sell services or intangible assets are subject to a tax rate of 6%
except as otherwise specified.
Preferential Tax Policy for Software Industry
For taxpayers of the value-added tax who sell self-developed software products, the Ministry of
Finance and the State Taxation Administration issued the Notice of the Ministry of Finance and the
State Administration of Taxation on Value-added Tax Policies for Software Products (೼
 ), effective on January 1, 2011, which sets forth that the
refund-upon collection policy is applied to self-developed software products, which is typically the
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portion of the taxpayers of the value-added tax actually paid that exceeds 3% of the taxpayers of the
value-added tax taxable income. Upon the examination and approval of the competent tax authority,
software products meeting the following conditions may enjoy the refund-upon-collection policy: (i)
having obtained the inspection and testing certification materials issued by a software inspection and
testing institution recognized by the provincial software industry administrative department; and (ii)
having obtained a Software Product Registration Certificate issued by the software industry
administrative department or a Computer Software Copyright Registration Certificate issued by the
copyright administrative department.
REGULATIONS RELATING TO FOREIGN EXCHANGE
The principal regulation governing foreign currency exchange in China is the Foreign Exchange
Administration Regulations of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ) which was promulgated by
the State Council on January 29, 1996 and was last amended on August 5, 2008. Pursuant to this
regulation and other PRC rules and regulations on currency conversion, Renminbi is freely convertible
for payments of current account items, such as trade and service-related foreign exchange transactions
and dividend payments, but not freely convertible for capital account items, such as direct investment,
loan or investment insecurities outside China unless prior approval of the SAFE or its local counterpart
is obtained.
According to the Notice on Relevant Issue Concerning the Administration of Foreign Exchange
for Overseas Listing ( ) issued by the SAFE on December 26,
2014, the domestic companies shall register the overseas listing with the foreign exchange control
bureau located at its registered address in 15 working days after completion of the overseas listing and
issuance. The funds raised by the domestic companies through overseas listing may be repatriated to
China or deposited overseas, provided that the intended use of the fund shall be consistent with the
contents of the document and other public disclosure documents.
According to the Guidelines for the Foreign Exchange Business under the Capital Account (2024)
(ˏ (2024و)) issued by SAFE on April 3, 2024 and in principle, the funds
raised by overseas listings of domestic companies should be repatriated to China in a timely manner,
and can be repatriated in RMB or foreign currency. The use of funds shall be consistent with the
relevant contents listed in the document or corporate bond offering documents, shareholder circulars,
resolutions of the board of directors or shareholders’ meeting and other publicly disclosed documents.
Domestic companies using the funds raised from overseas listings to carry out overseas direct
investment, overseas securities investment, overseas lending and other businesses shall comply with the
relevant foreign exchange management regulations.
The Notice on Simplifying Direct Investment-related Foreign Exchange Administration Policies
( ), which was issued by SAFE on February 13,
2015 and was amended on December 30, 2019, allowing entities and individuals to apply for foreign
exchange registrations through qualified banks. Under SAFE’s supervision, these banks can directly
review applications. On March 30, 2015, SAFE released the Circular on Reforming Settlement
Management of Foreign Capital in Foreign-invested Enterprises (ږ
). This circular mandates Discretionary Foreign Exchange Settlement for
foreign-invested enterprises, enabling them to settle foreign exchange capital based on operational
needs, subject to document verification. The circular emphasizes authentic and self-use principles
within the enterprise’s scope, barring use for payments beyond business scope, securities investment
(unless specified), Renminbi entrust loans, inter-enterprise borrowings, or real estate expenses (except
for self-use by foreign-invested real estate enterprises).
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The Circular of Further Improving and Adjusting the Direct Investment-related Foreign Exchange
Administration Policies ( ) (the “ SAFE
Circular 13 ”), which was promulgated on November 19, 2012 by the SAFE, became effective on
December 17, 2012 and last amended on May 4, 2015, October 10, 2018 and December 30, 2019,
cancels the administrative approvals of foreign exchange registration of direct domestic investment and
direct overseas investment and simplifies the procedure of foreign exchange-related registration.
Pursuant to SAFE Circular 13, investors should register with banks for direct domestic investment and
direct overseas investment.
On January 26, 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign
Exchange Administration and Optimizing Genuineness and Compliance Verification (ආɓӉપආ
 ), which stipulates several capital control measures with
respect to the outbound remittance of profit from domestic entities to offshore entities, including: (i)
banks should check board resolutions regarding profit distribution, the original version of tax filing
records, and audited financial statements pursuant to the principle of genuine transactions; and (ii)
domestic entities should hold income to account for previous years’ losses before remitting the profits.
Moreover, pursuant to this circular, domestic entities should make detailed explanations of the sources
of capital and utilization arrangements, and provide board resolutions, contracts, and other proof when
completing the registration procedures in connection with an outbound investment.
According to the Circular of the State Administration for Foreign Exchange on Optimizing
Foreign Exchange Administration to Support the Development of Foreign-related Business (̮ි
 ) promulgated with effect from April 10, 2020 by
the SAFE, the reform of facilitating the payments of incomes under the capital accounts shall be
promoted nationwide. Under the prerequisite of ensuring true and compliant use of funds and
compliance and complying with the prevailing administrative provisions on use of income from capital
projects, enterprises which satisfy the criteria are allowed to use income under the capital account, such
as capital funds, foreign debt and overseas listing, for domestic payment, without the need to provide
proof materials for veracity to the bank beforehand for each transaction.
REGULATIONS ON U.S. OUTBOUND INVESTMENTS
On August 9, 2023, the U.S. government issued Executive Order 14105, launching efforts to
regulate certain outbound investments involving China. The U.S. Department of the Treasury followed
with rulemaking, culminating in a Final Rule on October 28, 2024 (effective January 2, 2025). Under
the Final Rule, U.S. persons are subject to investment prohibitions and notification requirements for
certain transactions in three sensitive technology categories (e.g., artificial intelligence systems). These
restrictions apply when a transaction involves a “covered foreign person” —_ generally an entity in a
country of concern engaged in a “covered activity.” Covered transactions include activities such as
acquiring equity interests, providing debt financing, forming joint ventures, or investing as a limited
partner in a fund, when such activities involve a covered foreign person.
We specialize in delivering AI computer vision solutions and large model solutions to enterprises.
Our AI systems fall outside the scope of the Final Rule for two reasons. First, they are not designed,
nor intended, to be used for, any military, government intelligence, mass-surveillance, cybersecurity
applications or other end uses referred to in the definition of notifiable transaction in §850.217 or
prohibited transaction in §850.224. Second, the computational power used to train our most advanced
AI system has not exceeded the thresholds defined in prohibited or notifiable transactions (e.g., 10^23
computational operations). Accordingly, as advised by our advisor related to the international saction,
we are not a “covered foreign person” that engages in any “covered activity” under the Final Rule.
Therefore, the Final Rule would not restrict U.S. investors from investing in us. Neither we nor our
advisor related to the international saction are advising investors on compliance with the Final Rule,
and any investor who is uncertain about the Final Rule’s application to its purchase of Shares in this
Global Offering, should consult its own counsel.
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OVERVIEW
The predecessor of our Company, Shenzhen Extreme Vision Technology Co., Ltd.* (߅
ʮ̡ ), was established on June 15, 2015, as a limited liability company in the PRC. On April 26,
2023, our Company was converted into a joint-stock limited company and was renamed Shandong
Extreme Vision Technology Co., Ltd.* (ʮ̡ ). Our founders, Mr. Chan and
Ms. Luo, became acquainted as schoolmates in university. Combining Mr. Chan’s business acumen and
Ms. Luo’s academic research focus at the time, they have identified a rising commercial demand for
visual AI solutions in various industries. In 2015, they decided to leverage on computer vision and AI
technologies to deliver standard and customized, enterprise-specific solutions enabling them to address
the market needs by establishing our Company. Under the leadership of Mr. Chan and Ms. Luo, we
have become an AI computer vision solution provider in China, delivering end-to-end solution
development, deployment and management services to enterprises across diverse industries.
Additionally, we achieved expansion in delivering commercially viable large model solutions.
According to Frost & Sullivan, we ranked eighth in China’s emerging computer vision solution market
by revenue in 2024, with a market share of 1.6%. Please refer to “Directors and Senior Management” in
this Prospectus for the biographical details of Mr. Chan and Ms. Luo.
MILESTONES OF DEVELOPMENT
The following is a summary of our major business development milestones:
Y ear Event
2015 Our Company was established as a limited liability company in Shenzhen, Guangdong,
the PRC, formerly known as Shenzhen Extreme Vision Technology Co., Ltd.* ( ଉέ฽
ʮ̡ ).
We completed the Angel-Round Pre-IPO Financing (as described below).
2016 We completed the Pre-A Round Pre-IPO Financing (as described below).
2017 We launched computer-vision algorithm marketplace.
2018 We completed the Series A+ Pre-IPO Financing (as described below).
We launched Extreme Mart, an open algorithm development platform built for AI
algorithm developers.
We were recognized as High-tech Enterprise (৷อҦஔΆุ ) by the Science,
Technology and Innovation Committee of Shenzhen (ึ ) and
Finance Bureau of Shenzhen Municipality (҅ ).
2019 We launched Extreme Stars, an AI platform for algorithm inference and deployment.
2020 We completed the Series B Pre-IPO Financing (as described below).
2021 We completed the Series C1 and the Series C1+ Pre-IPO Financing (as described
below).
We launched Extreme Flow, an AI platform for algorithm training and management.
Recognizing the extensive traditional industrial businesses coverage and established
customer base in Shandong Province, we have relocated our head office to Qingdao,
Shandong Province, and renamed to Shandong Extreme Vision Technology Co., Ltd.*
(ʮ̡ ) in November.
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Y ear Event
2022 We completed the Series C2 and the Series C3 Pre-IPO Financing (as described below).
We were recognized as the 2022 National Little Giant Enterprise (2022௅ਖ਼
ၚतอʃ̶ɛΆุ ) by the Ministry of Industry and Information Technology ( ʕശɛ͏
ʷ௅ ).
2023 Our Company was converted into a joint-stock limited company and was renamed
Shandong Extreme Vision Technology Co., Ltd.* (ʮ̡ )i n
April.
We were recognized as the 2023 Shandong Top 100 Software Enterprise (2023ʆ
ழ΁ϵ੶Άุ ) by the Shandong Provincial Department of Industry and
Information Technology (ʷᝂ ).
2024 We started to deliver large model solutions to enterprises.
OUR PRINCIPAL SUBSIDIARIES
The following table sets forth our major subsidiaries, which made a material contribution to our
results of operations during the Track Record Period, as of the Latest Practicable Date:
Name of subsidiary Principal business activities
Date and place of
establishment
Shenzhen Jishi Technology Co., Ltd.*
(ʮ̡ ) .......
Information transmission, software and
information technology services
July 14, 2021
PRC
Extreme Vision (Shanghai)
Technology Co., Ltd.* ( ฽ൖԉ(ɪ
ऎ)ʮ̡ ) ............
Scientific research and technology
services
July 6, 2020
PRC
Qingdao Extreme Vision Technology
Co., Ltd.* (ʮ
̡) .......................
Information transmission, software and
information technology services
December 6, 2019
PRC
Jiangsu Jishi Star Technology Co.,*
Ltd. (ʮ̡ )
Scientific research and technology
services
August 21, 2023
PRC
Qingdao Jishu Technology Co., Ltd.*
(ʮ̡ ) .......
Scientific research and technology
services
June 30, 2023
PRC
Anhui Extreme Vision Technology
Co., Ltd.* (ʮ
̡) .......................
Information transmission, software and
information technology services
May 13, 2022
PRC
MATERIAL ACQUISITION, MERGER AND DISPOSAL
During the Track Record Period and up to the Latest Practicable Date, we had not conducted any
acquisitions, disposals or mergers that we considered to be material to us.
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MAJOR SHAREHOLDING CHANGES OF OUR GROUP
1. Establishment and early major shareholding changes of our Company
On June 15, 2015, our Company was established as a limited liability company in the PRC with
an initial registered capital of RMB30,000, of which 50% of the equity interests were held by Ms. Luo
and 50% of the equity interests were held by Ms. Luo as nominee for and on behalf of Mr. Chan due to
administrative convenience.
On July 23, 2015, Ms. Luo further subscribed for RMB1,000,000 of the registered capital in our
Company at a consideration of RMB1,000,000. 50% of such equity interests were held by Ms. Luo, and
the remaining 50% was held by Ms. Luo as nominee for and on behalf of Mr. Chan due to
administrative convenience. As a result, each of Mr. Chan and Ms. Luo beneficially held 50% of the
equity interests in our Company.
On September 9, 2015, Shenzhen Zhongmei Venture Capital Silicon Valley Action Fund
Management Company (Limited Partnership)* (၍ଣΆุ (Υྫ))
(“Zhongmei Venture Capital ”), our angel round Pre-IPO Investor, subscribed for RMB266,667 of the
registered capital in our Company at a consideration of RMB2,000,000 (representing 21.05% of the
equity interests in our Company immediately after the registration of such subscription), which was
determined with reference to the then valuation of the Company. As a result of such capital increase,
the equity interests of our Company were beneficially held by Mr. Chan, Ms. Luo and Zhongmei
Venture Capital as to 39.474%, 39.474% and 21.052%, respectively.
On March 4, 2016, based on the commercial discussion between Mr. Chan and Ms. Luo in order
to realign their equity interests in such proportions to reflect the decision making powers they mutually
agreed to hold in our Company upon good faith discussion, and subsequently at the instruction of Mr.
Chan, Ms. Luo entered into an equity transfer agreement with Ms. Liang Lizhen (ޜmother of
Mr. Chan, pursuant to which Ms. Luo transferred 65.05% of the equity interest in the Company,
corresponding to a registered capital of RMB82,400 (out of which 39.47% of the equity interest in the
Company was previously held by Ms. Luo as nominee for and on behalf of Mr. Chan and 25.58% of the
equity interest was previously beneficially held by Ms. Luo), to Ms. Liang at a consideration of
RMB824,000. Pursuant to a nominee agreement entered into between Mr. Chan and Ms. Liang, Ms.
Liang, as the nominee shareholder of Mr. Chan, held all her equity interests in the Company for and on
behalf of Mr. Chan and had no beneficial interests or rights of disposal in such equity interests. As a
result of such transfer, the equity interests of our Company were beneficially held by Mr. Chan, Ms.
Luo and Zhongmei Venture Capital as to 65.05%, 13.90% and 21.05%, respectively.
After rounds of Pre-IPO financing between March 2016 and August 2019 (as described in
paragraphs headed “— Details of the Pre-IPO Investments” in this section below), Ms. Liang’s equity
interests in our Company had then been diluted to 35.14%. On August 14, 2019, the relevant nominee
arrangement between Mr. Chan and Ms. Liang was terminated and on the same day, Ms. Liang and Mr.
Chan entered into an equity transfer agreement, pursuant to which Ms. Liang transferred all her then
equity interests in our Company, being 35.14% equity interest in the Company, corresponding to a
registered capital of RMB784,344, to Mr. Chan, at a consideration of RMB784,344.
3. Pre-IPO Investments
Starting from July 2015, we conducted several rounds of Pre-IPO financing and share transfers
among the Pre-IPO Investors. For further details, please refer to the paragraphs headed “— Details of
the Pre-IPO Investments” in this section below.
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As of the Latest Practicable Date, all considerations for subscriptions or acquisition of Shares
from the Company or our Shareholders have been irrevocably settled and legally completed.
4. Pre-IPO Employee Incentive Scheme
We adopted the Pre-IPO Employee Incentive Scheme (the “ Scheme ”) on October 9, 2020, and
established Hengqin Jili and Hengqin Jichuang as the Pre-IPO Employee Incentive Platforms. The
Scheme aims to enhance the Company’s corporate governance framework and establish a robust
employee incentive and retention mechanism. The scheme aims to strengthen employees’ commitment
to the Company’s sustainable growth, align the interests of Shareholders, the Company, and the
employees, and promote a shared focus on the Company’s long-term development.
Hengqin Jili was established in the PRC as a limited partnership on August 4, 2020. Qingdao
Hanshi Investment Co., Ltd.* (ʮ̡ )( “ Qingdao Hanshi ”) was the sole general
partner of Hengqin Jili. Qingdao Hanshi was owned as to 99% by Mr. Chan and 1% by Mr. Chen Shuo
as of the same date. As of the Latest Practicable Date, Qingdao Hanshi held approximately 0.0002% of
the partnership interests in Hengqin Jili. The remaining interests are held by limited partners, including
Mr. Chan, our Chairman and executive Director (holding approximately 11.23%), Mr. Chen Shuo, our
executive Director (holding approximately 33.10%), other members of our senior management
(collectively holding approximately 38.76%), and other employees who are not Directors, senior
management or connected persons.
Hengqin Jichuang was established in the PRC as a limited partnership on May 12, 2021. Qingdao
Hanxingying Investment Co., Ltd.* (ʮ̡ )( “ Qingdao Hanxingying ”) was the sole
general partner of Hengqin Jichuang. Qingdao Hanxingying was owned as to 99% by Mr. Xu Lei, the
chief financial officer, secretary of the Board and joint company secretary of the Company, and 1% by
Mr. Shen Wenquan as of the same date. Mr. Shen is primarily responsible for the Group’s human
resources, procurement, and administrative functions. Mr. Shen is an Independent Third Party save for
being an employee of the Group. Due to the stable and long term working relationship between the
Company, and each of Mr. Xu and Mr. Shen Wenquan, the Company believes that having Qingdao
Hanxingying as the sole general partner of Hengqin Jichuang will achieve stable management of
Hengqin Jichuang. As of the Latest Practicable Date, Qingdao Hanxingying held approximately
0.0002% of the partnership interests in Hengqin Jichuang. The remaining interests are held by limited
partners, including Mr. Chan, our Chairman and executive Director (holding approximately 18.03%),
Mr. Chen Shuo, our executive Director (holding approximately 5.58%), Mr. Xu Lei, our senior
management (holding approximately 17.62%), and other employees who are not Directors, senior
management or connected persons.
As of the Latest Practicable Date, Hengqin Jili and Hengqin Jichuang, held approximately 9.41%
and 8.99% of the total issued Shares, respectively. The Pre-IPO Employee Incentive Scheme does not
involve the issuance of new Shares or the grant of awards by the Company following the Listing. For
further details of the Pre-IPO Employee Incentive Scheme, please refer to “Appendix IV — Statutory
and General Information — C. Pre-IPO Employee Incentive Scheme” to this Prospectus.
5. Conversion into a Joint Stock Company with Limited Liability
On April 18, 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 Shandong Extreme Vision Technology Co., Ltd.* (Ҧ
ʮ̡ ). Pursuant to the promoters’ agreement entered into by all the then Shareholders on even
date, all promoters approved the conversion of RMB240,247,864.60 in net assets value of our Company
as of October 31, 2022 into 100,000,000 Shares of RMB1 par value each, with the remaining
RMB140,247,864.60 in net assets converted to capital reserves of our Company. The 100,000,000
shares were issued to the then Shareholders of our Company in proportion to their capital contribution
to our Company. Upon the completion of registration on April 26, 2023, our Company was converted
into a joint-stock company with limited liability.
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Upon the completion of the joint-stock reform, the shareholding structure of our Company was as
follows:
Shareholders Number of Shares Equity Interest
Mr. Chan ......................................... 16,114,821 16.11%
Hengqin Jili ....................................... 9,452,122 9.45%
Hengqin Jichuang ................................... 9,024,164 9.02%
Shenzhen Chuangxing Frontier Technology Equity Investment
Fund Partnership (Limited Partnership)* (Ҧஔ
ΥྫΆุ (Υྫ)) .................... 6,455,286 6.46%
Qualcomm (China) Holding Limited* ( ৷ஷ(ʕ਷)ʮ
̡) ............................................ 5,620,208 5.62%
Qingdao Economic and Technological Development Zone
Financial Investment Group Co., Ltd.* (຾᏶Ҧஔක೯ਜ
ʮ̡ ) ............................ 5,464,317 5.46%
Qingdao Tianqi Frontier Technology Investment Fund
Partnership (Limited Partnership)* (Ҧҳ༟ਿ
ΥྫΆุ (Υྫ)) ............................. 4,852,238 4.85%
Shantou China Resources Innovation Equity Investment Fund
Partnership (Limited Partnership)* (ᛆҳ༟
ΥྫΆุ (Υྫ)) ........................... 4,819,420 4.82%
Marvel Holding (HK) Limited .......................... 4,732,743 4.73%
Ms. Luo .......................................... 4,405,085 4.41%
Shandong Luhailiandong Investment Fund Partnership (Limited
Partnership)* (ΥྫΆุ (Υྫ)) ... 4,353,621 4.35%
Shenzhen Anjing Investment Partnership (Limited Partnership)*
(ଉέτԯҳ༟ΥྫΆุ (Υྫ)) .................... 3,729,795 3.73%
Shenzhen Ideal Tongxin Investment Partnership (Limited
Partnership)* ( ଉέ̹ଣซΝːҳ༟ΥྫΆุ (Υྫ)) .... 3,509,625 3.51%
Ningbo Meishan Bonded Port Area Laima Investment
Management Partnership (Limited Partnership)* (ڭ
೼ಥਜഺီҳ༟၍ଣΥྫΆุ (Υྫ)) ............... 1,952,036 1.95%
Maoming Zhichuang Future Investment Enterprise (Limited
Partnership)* (Τ̹౽௴͊Ըҳ༟Άุ (Υྫ) (formerly
Shenzhen Zhichuang Future Investment Enterprise (Limited
Partnership)* ଉέ̹౽௴͊Ըҳ༟Άุ (
Υྫ)) ........ 1,800,619 1.80%
Qingdao Jishi Hefeng Management Consulting Partnership
(Limited Partnership)* (၍ଣፔ༔ΥྫΆุ (ࠢ
Υྫ)).......................................... 1,591,503 1.59%
Qingdao Guotou Capital Management Co., Ltd.* (਷ҳ༟͉
ʮ̡ ) ................................... 1,500,006 1.50%
Qingdao Tianlu Liyang Equity Investment Partnership (Limited
Partnership)* (ᛆҳ༟ΥྫΆุ (Υྫ)) ... 1,277,699 1.28%
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Shareholders Number of Shares Equity Interest
Shenzhen Jiuwan Zhongchuang No.15 Technology Investment
Center (Limited Partnership)* (Ҧҳ༟
ʕː(Υྫ)) .................................. 1,212,121 1.21%
Hainan Jingtai Growth Equity Investment Fund Phase III
Partnership (Limited Partnership)* (ᛆҳ༟ਿ
ɧಂΥྫΆุ (Υྫ)) ......................... 1,022,690 1.02%
Zibo Kaiwo Equity Investment Fund Partnership (Limited
Partnership)* (ΥྫΆุ (Υྫ)) ... 1,000,466 1.00%
Shenzhen Qianhai Kangxing Health Industry Fund Management
Enterprise (Limited Partnership)* (਄ੰପุ
၍ଣΆุ (Υྫ)) ........................... 975,989 0.98%
Qingdao Jiezhen Hairui Commerce and Trade Co., Ltd.* (௫
ʮ̡ ) .............................. 900,309 0.90%
Qingdao Haichuang Zhilian Industrial Internet Industry
Investment Fund Partnership (Limited Partnership)* (ऎ௴
ΥྫΆุ (Υྫ)) ........ 871,042 0.87%
Shenzhen Dachen Yunji Artificial Intelligence Partnership
(Limited Partnership)* ଉέ༺ԕථ฽ɛʈ౽ঐΥྫΆุ
(Υྫ) (formerly Shenzhen Zhiqi Future Investment
Enterprise (Limited Partnership)* ଉέ̹౽઼͊Ըҳ༟Ά
ุ(Υྫ)) ................................... 868,790 0.87%
Zhuzhou Yunlong Innovation and Entrepreneurship Investment
Guiding Fund Partnership (Limited Partnership)* (ථᎲ௴
ΥྫΆุ (Υྫ)) ............... 664,581 0.66%
Qingdao China-Europe Innovation Industry Investment Fund
Partnership (Limited Partnership)* (ʕᆄ௴อପุҳ༟ਿ
ΥྫΆุ (Υྫ)) ............................. 562,347 0.56%
Shenzhen Jishi Chunyu Consulting Partnership (Limited
Partnership)* (ፔ༔ΥྫΆุ (Υྫ)) .... 544,048 0.54%
Jingjun Gaofei (Shenzhen) Enterprise Management Co., Ltd.*
(࠭(ଉέ)ʮ̡ ) .................... 474,054 0.47%
Hangzhou Chuzhe Zhixin Equity Investment Partnership
(Limited Partnership)* (ᛆҳ༟ΥྫΆุ (ࠢ
Υྫ)).......................................... 248,255 0.25%
Total ............................................ 100,000,000 100.00%
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DETAILS OF THE PRE-IPO INVESTMENTS
Principal terms of the Pre-IPO Investments
Our Company concluded several rounds of investments with the Pre-IPO Investors. The following table summarizes the key terms of the
Pre-IPO Investments to our Company made by the Pre-IPO Investors:
No. Round
Date of initial share
purchase agreement
Date of the last payment
of considerations
Amount of registered
capital subscribed Cost per Share (1)
Amount of consideration
paid for equity
subscription
Approximate post-money
valuation (2)
Discount to the Offer
Price (3)
(RMB) (RMB) (RMB) (RMB) (%)
1. Angel Round Pre-IPO Financing ... July 8, 2015 August 5, 2015 266,667 0.26 2,000,000 9,501,188 99.26
2. 1st Strategic Cooperation Financing .. October 5, 2015 February 21, 2016 66,667 0.26 500,000 10,000,000 99.26
3. Pre-A Round Pre-IPO Financing ... April 21, 2016 June 14, 2016 292,683 1.07 9,000,000 50,000,000 96.97
4. 2nd Strategic Cooperation Financing . January 9, 2017 March 3, 2017 16,424 2.11 1,000,000 100,000,000 94.02
5. Series A+ Pre-IPO Financing ..... December 29, 2017 July 25, 2018 285,015 2.59 21,271,780 160,000,000 92.65
6. Series B Pre-IPO Financing ...... August 8, 2019 November 13, 2020 351,676 5.12 52,000,000 330,000,000 85.48
7. Series C1 Pre-IPO Financing ..... December 1, 2020 January 21, 2021 363,948 8.00 84,000,000 633,442,600 77.31
8. Series C1+ Pre-IPO Financing .... July 26, 2021 November 19, 2021 69,324 8.00 16,000,000 649,442,600 77.31
9. Series C2 Pre-IPO Financing ..... July 30, 2021 January 25, 2022 270,301 18.30 142,777,400 1,794,245,700 48.11
10. Series C3 Pre-IPO Financing ..... August 31, 2022 October 28, 2022 67,786 23.00 45,000,000 2,300,000,000 34.79
11. Series D Pre-IPO Financing ..... September 3, 2024 November 22, 2024 434,783 23.00 10,000,000 2,310,000,000 34.79
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Basis of determination of the valuation and
consideration ......... .........
The determination of the valuation and consideration for each series of the Pre-IPO
Investments which involves subscription of registered share capital of the Company is
based on arm’s-length negotiations between the relevant parties with reference to among
others, (i) the status of our business operations and financial performance at the relevant
time, (ii) the business value of the Company and its subsidiaries at the time of the
Pre-IPO Investments, and (iii) the market conditions and the market value of comparable
companies at the relevant time.
Use of proceeds and whether they have been
fully utilized ......... .........
We utilized the proceeds for the research and development and general working capital
purpose. As of the Latest Practicable Date, the net proceeds from Pre-IPO Investments
had been fully utilized by our Group.
Lock-up period ......... ......... Subject to a lock-up period of 12 months following the Listing Date pursuant to the PRC
Company Law.
Strategic benefits of the Pre-IPO Investments
brought to our Group ....... .......
Our Group will benefit from the additional capital injected by the Pre-IPO Investors, as
well as their valuable business resources, knowledge, and expertise. Their investments
also bring potential business opportunities and strategic synergies. Furthermore, their
commitment demonstrates strong confidence in our Group’s business performance,
operational capabilities, core strengths, and long-term growth prospects, while further
strengthening our capital base and market competitiveness.
Reasons for fluctuations in valuation as
compared to the immediate previous round of
Pre-IPO Investment
(4) ...... ......
The principal reasons for the material increases in our Company’s valuation in rounds of
our Pre-IPO Investments are as follows:
(1) the increase in valuations from the 1st Strategic Cooperation Financing to the Pre-A
Round Pre-IPO Financing, and from the Pre-A Round Pre-IPO Financing to the 2nd
Strategic Cooperation Financing were mainly due to the planning and market
prospects of our Company, as well as the commencement of commercialization of
our business and delivery of solutions to customers;
(2) the increase in valuation from the 2nd Strategic Cooperation Financing to the Series
A+ Pre-IPO Financing was mainly due to the successful launch of our
computer-vision algorithm marketplace;
(3) the increase in valuation from the Series A+ Pre-IPO Financing to the Series B
Pre-IPO Financing was mainly due to the successful launch of Extreme Mart, an
open algorithm development platform built for AI algorithm developers;
(4) the increase in valuation from the Series B Pre-IPO Financing to Series C1 Pre-IPO
Financing was mainly due to the successful launch of Extreme Stars, an algorithm
inference and deployment platform, which enables agile innovation in intelligent
business solutions and the enhanced commercialization of our business; and
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(5) the increase in valuation from the Series C1+ Pre-IPO Financing to Series C2
Pre-IPO Financing was mainly due to the successful launch of Extreme Flow, a AI
algorithm training and management platform, and the potential prospects of our
Listing.
There were no material fluctuations in our Company’s valuation (a) between the Angel
Round Pre-IPO Financing and the 1st Strategic Cooperation Financing; (b) between the
Series C1 Pre-IPO Financing and the Series C1+ Pre-IPO Financing, as the valuation for the
Series C1+ Pre-IPO Financing had been predetermined at the time of the Series C1 Pre-IPO
Financing; and (c) between the Series C3 Pre-IPO Financing and the Series D Pre-IPO
Financing, respectively.
Notes:
(1) The cost per Share paid by the Pre-IPO Investors was calculated based on the amount of investment made by the relevant
Pre-IPO Investors and the number of Shares acquired in each respective round of investment, as adjusted to reflect
subsequent capital injections and the conversion of our Company from a limited liability company to a joint stock limited
liability company on April 26, 2023, as applicable.
(2) The post-money valuation of the Angel Round Pre-IPO Financing, the 1st Strategic Cooperation Financing and the 2nd
Strategic Cooperation Financing equals the total consideration paid by the corresponding round of Pre-IPO Investors
divided by the percentage of equity interests held of such investors immediately following their investments. The
post-money valuation of the Pre-A Round Pre-IPO Financing, the Series A+ Pre-IPO Financing, the Series B Pre-IPO
Financing, the Series C1 Pre-IPO Financing, the Series C1+ Pre-IPO Financing, the Series C2 Pre-IPO Financing, the
Series C3 Pre-IPO Financing and the Series D Pre-IPO Financing is the sum of (i) the pre-money valuation for the
corresponding round of Pre-IPO Investment and (ii) the total funds received by the Company from the corresponding round
of Pre-IPO Investment.
(3) The discount to the Offer Price is calculated based on the foreign exchange rate as of the Latest Practicable Date and the
assumption that the Offer Price is HK$40.0 per H Share.
(4) The market capitalization of the Company upon the completion of the Global Offering is expected to be approximately
HK$4.52 billion (based on the Offer Price of HK$40.0). The increase in the valuation of the Company upon the Global
Offering since Series D Pre-IPO Financing was due to the business and financial growth of our Company in the year of
2024. In particular, in the second half of 2024, we started to deliver large model solutions to enterprises and generate
revenue from this new business segment. Our financial position has also experienced rapid growth in the year of 2024 as
compared to the year 2023, more notably, our revenue increased by 101.5% from RMB127.7 million in 2023 to RMB257.3
million in 2024; or our total gross profit increased by 212.8% from RMB33.1 million in 2023 to RMB103.5 million in
2024. The Company also recorded earning per share of RMB8,683 for the year 2024, as compared to loss per share of
RMB56,232 for the year 2023. The increase in valuation upon the completion of the Global Offering has also taken into
account the potential business development of the Company, the increased liquidity of the H Shares subsequent to the
Global Offering, and the current market conditions.
Special rights granted to the Pre-IPO Investors
Pursuant to the investment agreements and shareholders’ agreements entered into between the
Company and all the then Shareholders prior to April 2023, the Pre-IPO Investors were granted certain
special rights (collectively, the “ Special Rights ”), including among others (i) the redemption rights
granted by our Company (the “ Redemption Rights ”); (ii) the put option granted by Mr. Chan, Ms. Luo,
Hengqin Jichuang and Hengqin Jili (the “ Option Grantors ”) to require each of them to purchase all or
part of the equity interests in the Company held by the Pre-IPO Investors (the “ Put Options ”); and (iii)
information rights, rights of first refusal, restrictions on sale, drag-along rights, anti-dilution rights, and
right of entitlement of same favorable terms offered to other investors (the “ Right of Same Favorable
Terms”). Pursuant to the investment agreements entered into between the Company and the then
Shareholders after April 2023, the Pre-IPO Investors were granted the Right of Same Favorable Terms.
From September 2022 to April 2023, in preparation for the Company’s A-share listing, the
Company, the Option Grantors and its then Pre-IPO Investors entered into various supplemental,
agreements to terminate all the then subsisting Special Rights (including the Redemption Rights, the
Put Options, information rights, rights of first refusal, restrictions on sale, drag-along rights,
anti-dilution rights and Right of Same Favorable Terms) permanently and irrevocably, and such
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termination shall be void ab initio with effect immediately or before the submission of listing
application to relevant exchanges. From June 2025 to July 2025, in preparation for the Listing of the
Company, the Company and certain of its Pre-IPO Investors (which become Shareholders after April
2023) entered into supplemental agreements to terminate the Right of Same Favorable Terms
permanently and irrevocably, and such termination shall be void ab initio with effect immediately or
before the submission of listing application to relevant exchanges (together with the supplement
agreements entered into from September 2022 to April 2023, the “ Supplemental Agreements ”).
The Company confirmed that no Pre-IPO Investors had exercised any of their Special Rights,
including Redemption Rights, Put Options, information rights, rights of first refusal, restrictions on
sale, drag-along rights, anti-dilution rights and Right of Same Favorable Terms, prior to the execution
of the relevant Supplemental Agreements and during the Track Record Period. Article 143 of the Civil
Code of the People’s Republic of China (Պ ) stipulates that a civil legal act is
valid if it is conducted by parties with the requisite capacity for civil conduct, is based on genuine
intent, and does not contravene mandatory provisions of laws, administrative regulations, or public
order and morals. Adhering to the principle of autonomy of will, the Company and the Pre-IPO
Investors explicitly agreed that the special rights were irrevocably terminated and deemed void ab
initio . Through the execution of the Supplemental Agreements, while the clauses concerning the special
rights, including the Redemption Rights and Put Options, have never been exercised, all parties agreed
to terminate these clauses and to treat them as having no legal effect from the time of their execution,
thereby restoring the rights and obligations of both parties to the status quo ante as if such clauses had
never been agreed upon. This arrangement does not violate any mandatory provisions of laws,
administrative regulations, or public order and morals, and is thus legally valid. Based on the above, the
PRC Legal Advisors are of the view that all the special rights (including the Redemption Rights and the
Put Options) agreed upon by the Company, the Option Grantors and the Pre-IPO Investors have been
irrevocably terminated and shall be deemed void ab initio and deemed never to have had any legal
effect.
As confirmed by the Company, save as disclosed above, there is no warranty provided by any
party in respect of the enforceability of the Redemption Rights and Put Options. Considering that the
Company has no obligation to repurchase the Shares held by the Pre-IPO Investors, no redemption
liability was recorded during the Track Record Period. For details, please refer to note 29 of the
Accountants’ Report set out in Appendix I to this Prospectus.
Information regarding our key Pre-IPO Investors
Set out below is a description of our Sophisticated Independent Investors (as defined in Chapter
2.5 of the Guide for New Listing Applicants issued by the Stock Exchange). 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 below, each Pre-IPO Investor is independent from the others. Save for Jingjun Gaofei
(Shenzhen) Enterprise Management Co., Ltd* (࠭(ଉέ)ʮ̡ ), the ultimate
beneficial owner of which is Mr. Cheung Che Kit Richard, our independent non-executive Director, the
ultimate beneficial owners of the Pre-IPO Investors are Independent Third Parties.
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Our Pathfinder SIIs
Name of Pathfinder SIIs Background
Qingdao Economic and Technological
Development Zone Financial Investment
Group Co., Ltd.* (ፄ
ʮ̡ )( “ Qingdao Financial ”) .
Qingdao Financial is a limited liability company incorporated in the PRC and
is a wholly-owned subsidiary of Qingdao Economic and Technological
Development Zone Investment Holding Group Co., Ltd.* (຾᏶Ҧஔක೯
ʮ̡ )( “ Qingdao Jingkong ”), which in turn is controlled
by Qingdao Xihaian New Area Ronghe Holding Group Co., Ltd.* (Гऎ
ʮ̡ )( “ Qingdao Ronghe ”). Qingdao Ronghe is in
turn wholly owned by Qingdao Xihaian New District State-owned Assets
Supervision & Administration Commission of Qingdao Municipal Government
(อਜ਷Ϟ༟ପ၍ଣ҅ )( “ Qingdao Xihaian SASAC ”). To the best
knowledge of our Directors, Qingdao Financial, Qingdao Jingkong, Qingdao
Ronghe, and Qingdao Xihaian SASAC are Independent Third Parties.
The assets under management (“ AUM”) of Qingdao Ronghe was
approximately RMB30.2 billion as at March 31, 2021 (being a date not more
than six months prior to the date on which Qingdao Financial signed the
relevant definitive agreement for its investment in our Company) and
approximately RMB68.8 billion as at March 31, 2025. In compliance with
Rule 18C.05 of the Listing Rules, Qingdao Financial held approximately
5.44% and 5.46% of the total issued share capital of our Company as at July
18, 2025 (the date of the first submission of the Company’s listing application
to the Stock Exchange (the “ First Filing ”)) and July 18, 2024 (the
commencement date of the 12-month period prior to the First Filing),
respectively.
Qualcomm (China) Holding Limited*( ৷ஷ(ʕ
਷)ʮ̡ )(“Qualcomm China ”) ...
Qualcomm China is a limited liability company incorporated in the PRC and
is a wholly-owned subsidiary of QUALCOMM Global Trading Pte. Ltd.,
(“QUALCOMM Trading ”) a company ultimately controlled by
QUALCOMM Incorporated (“ QUALCOMM ”), a company listed on the
Nasdaq (stock code: QCOM), which is a global leader in connectivity and
computing. To the best knowledge of our Directors, Qualcomm China,
QUALCOMM Trading and QUALCOMM are Independent Third Parties.
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Name of Pathfinder SIIs Background
According to Frost & Sullivan, QUALCOMM is a key participant in upstream
hardware supplies, smart cockpit domain controller chip, industry in terms of
sales volume from smart cockpit domain controller chips in China as at June
30, 2019 (being a date not more than six months prior to the date on which
Qualcomm China signed the relevant definitive agreement for its investment
in our Company) and as at March 31, 2025. The market share of
QUALCOMM, in terms of sales volume from smart cockpit domain controller
chip in China, has reached approximately 70% as at March 31, 2025.
QUALCOMM offers a diverse range of chip products to various industries
such as automotive, IoT, and mobile phones, among which AI chips is one of
the upstream hardware components in the computer vision solution industry.
Subject to the needs of end customers or product forms, the algorithms from
our Company would run on QUALCOMM’s AI chips. According to Frost &
Sullivan, in the trend of integration of artificial intelligence and IoT,
QUALCOMM’s chip technology and our Company’s visual algorithm
technology complements each other, providing comprehensive technical
solutions for industries like intelligent security, smart home, and intelligent
transportation. As such, QUALCOMM has been in the upstream industry with
direct relevance to our Group’s business and possessed the relevant industry
knowledge in assessing our Group’s business which is their potential area of
growth. In compliance with Rule 18C.05 of the Listing Rules, Qualcomm
China held approximately 4.97% and 5.62% of the total issued share capital of
our Company as at the date of the First Filing and the commencement date of
the 12-month period prior to the First Filing, respectively.
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Name of Pathfinder SIIs Background
Shantou China Resources Innovation
Equity Investment Fund Partnership
(Limited Partnership)* ( ϭ᎘̹ശᆗ
ΥྫΆุ (Υ
ྫ)) (“ China Resources
Innovation ”) ................
China Resources Innovation is a venture capital fund in the form of limited
partnership established under the laws of the PRC and controlled and
managed by its general partner, Hanwei Runchuang Equity Investment
(Shantou) Co., Ltd.* (ᛆҳ༟ (ϭ᎘)ʮ̡ ), (“ Hanwei
Runchuang ”). The investment decisions of China Resources Innovation
are made by its fund investment committee which is in turn managed by
Hanwei Runchuang; while Shenzhen China Resources Capital Equity
Investment Co., Ltd.* (ʮ̡ )( “ Shenzhen
China Resources ”) performs the duties of a fund manager for China
Resources Innovation on behalf of CR Capital Management Company
Limited* (ʮ̡ )) (“ CR Capital Management ”). Both
Hanwei Runchuang and Shenzhen China Resources are ultimately
controlled by CR Capital Management. The single largest limited partner
of China Resources Innovation is Hanwei Huade (Tianjin) Investment
Consulting Co., Ltd.* (ശᅃ (ݵ)ʮ̡ )( “ Hanwei
Huade Tianjin ”), which holds approximately 54.02% of the limited
partnership interests in China Resources Innovation and is also ultimately
controlled by CR Capital Management. CR Capital Management is a
wholly-owned subsidiary of China Resources Group Co., Ltd.* ( ശᆗ (ණ
ྠ)ʮ̡ )( “ CR Group ”), which is a state-owned enterprise ultimately
controlled by the State-owned Assets Supervision and Administration
Commission of the State Council (ึ )
(“SASAC ”). Save for Hanwei Huade Tianjin holds approximately 54.02%
of the limited partnership interest in China Resources Innovation, none of
its limited partners holds more than one-third of the limited partnership
interests. To the best knowledge of our Directors, China Resources
Innovation, Hanwei Runchuang, Shenzhen China Resources, CR Capital
Management, CR Group, Hanwei Huade Tianjin and SASAC are all
Independent Third Parties.
CR Capital Management had an AUM of approximately RMB5.8 billion as
at July 1, 2017 (being a date not more than six months prior to the date on
which China Resources Innovation signed the relevant definitive agreement
for its investment in our Company), and approximately RMB36.57 billion
as at March 31, 2025 derived primarily from the valuation of their
investments in Specialist Technology Companies in the sectors of
next-generation information technology, advanced hardware and software,
and advanced materials, respectively. In compliance with Rule 18C.05 of
the Listing Rules, China Resources Innovation held approximately 4.80%
and 4.82% of the total issued share capital of our Company as at the date
of the First Filing and the commencement date of the 12-month period
prior to the First Filing, respectively.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–9 7–


--- page 107 ---
Name of Pathfinder SIIs Background
Shandong Luhailiandong Investment Fund
Partnership (Limited Partnership)* (௔ऎ
ΥྫΆุ (Υྫ))
(“Shandong Luhailiandong ”) .........
Shandong Luhailiandong is an investment fund in the form of limited partnership
established under the laws of the PRC. It is controlled and managed by its
general partner, Shandong Luhailiandong Fund Management Co., Ltd.* (௔
ʮ̡ )( “ Shandong Fund ”) which has full discretion to
exercise its investment decision. Shandong Fund is commonly controlled and
owned by Shandong Port Investment Holdings Co., Ltd.* (Ϟ
ʮ̡)( “ Shandong Port ”) and China Merchants Capital Management Co.,
Ltd.* (ப΂ʮ̡ )( “China Merchants Capital ”) as to 50%
and 50%, respectively. Shandong Port is ultimately controlled by Shandong Port
Group Co., Ltd.* (ʮ̡ )( “ Shandong Port Group ”), a
company incorporated in the PRC with limited liability and a state-owned
enterprise ultimately controlled by Shandong Province State-owned Assets
Supervision and Administration Commission (“ Shandong Province SASAC ”),
Shandong provincial government. China Merchants Capital is a wholly-owned
subsidiary of China Merchants Capital Investment Co., Ltd.* (ਠ҅༟͉ҳ༟
ப΂ʮ̡)( “ China Merchants Investment ”). China Merchants Investment
is jointly owned by China Merchants Financial Holdings Co., Ltd.* (ፄ
ʮ̡) and GLP Capital Investment 5 (HK) Limited as to 50% and 50%,
respectively. China Merchants Financial Holdings Co., Ltd. is indirectly wholly
owned by the State Council of the People’s Republic of China ( ʕശɛ͏΍ձ਷
਷ਕ৫). GLP Capital Investment 5 (HK) Limited is ultimately controlled by
GLP Pte. Ltd. (౶ණྠ), which is a leading global industrial services and
investment company with a focus on supply chain, big data, renewable energy
and related infrastructure. Save for Shandong Port Group, which holds
approximately 52.47% of the limited partnership interest in Shandong
Luhailiandong, it has six other limited partners and none of its limited partners
holds more than one-third of the limited partnership interests. To the best
knowledge of our Directors, the aforementioned entities and the limited partners
of Shandong Luhailiandong are all Independent Third Parties.
The AUM of Shandong Port Group was approximately
RMB230.0 billion as at June 30, 2022 (being a date not more
than six months prior to the date on which Shandong
Luhailiandong signed the relevant definitive agreement for its
investment in our Company), and approximately RMB280.0
billion as of March 31, 2025, respectively. The AUM of China
Merchants Capital was approximately RMB288.2 billion as at
June 30, 2022 (being a date not more than six months prior to
the date on which Shandong Luhailiandong signed the relevant
definitive agreement for its investment in our Company), and
approximately RMB300.0 billion as at March 31, 2025,
respectively. In compliance with Rule 18C.05 of the Listing
Rules, Shandong Luhailiandong held approximately 4.33% and
4.35% of the total issued share capital of our Company as at the
date of the First Filing and the commencement date of the
12-month period prior to the First Filing, respectively.
Our Pathfinder SIIs, in aggregate, held approximately 19.54% and 20.26% of the total issued
share capital of the Company, as at the date of the First Filing and the commencement date of the
12-month period prior to the First Filing. Our Pathfinders SII have been, in aggregate, holding more
than 10% of the total issued share capital of the Company throughout the 12-month period prior to the
date of the First Filing.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–9 8–


--- page 108 ---
Our Other Sophisticated Independent Investors
Name of
Sophisticated Independent Investors Background
Qingdao Guotou Capital
Management Co., Ltd.*
(ʮ̡ )
(“Guotou Capital
Management ”) ...........
Guotou Capital Management is a limited liability company
incorporated in the PRC and is a wholly-owned subsidiary of
Qingdao International Investment Co., Ltd.* (ʮ
̡)( “ Qingdao International ”), a state-owned enterprise ultimately
controlled by the State-owned Assets Supervision and
Administration Commission of Qingdao Municipal People’s
Government ( Qingdao City SASAC ), Guotou Capital Management
is established in 2014, focusing on investments in virtual reality,
artificial intelligence, and next-generation information technology
sectors. Guotou’s Capital Management investment portfolio
companies include Changyang Technology (Beijing) Co., Ltd.* (ڗ
Ҧ(̏ԯ)ʮ̡ ) with principal business in industrial
Internet security, industrial control network security and industrial
production safety vision AI, Lexiang Technology Co., Ltd.* (߅޴
ʮ̡ ) with principal business in virtual reality headset,
industry solutions and ancillary software systems, and Shenzhen
Huanchuang Technology Co., Ltd.* (ʮ̡ )
with principal business in development and production of
high-precision positioning vision sensors. To the best knowledge of
our Directors, Guotou Capital Management, Qingdao International
and the Qingdao City SASAC are all Independent Third Parties. As
of the Latest Practicable Date, Guotou Capital Management holds
approximately 1.49% of the total issued shares of the Company.
Qingdao International has a diverse investment portfolio of
approximately RMB34.6 billion as at December 31, 2022 (being a
date not more than six months prior to the date on which Guotou
Capital Management signed the relevant definitive agreement for its
investment in our Company) and approximately RMB43.8 billion as
at March 31, 2025.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–9 9–


--- page 109 ---
Name of
Sophisticated Independent Investors Background
Qingdao Haichuang Zhilian
Industrial Internet Industry
Investment Fund Partnership
(Limited Partnership)* (ࢥڡ
ऎ௴౽ᗡʈุʝᑌၣପุҳ༟
ΥྫΆุ (Υྫ))
(“Qingdao Haichuang ”) ....
Qingdao Haichuang is an investment fund in the form of limited
partnership established under the laws of the PRC, and is controlled and
managed by its general partner, Qingdao Haichuang Zhilian Equity
Investment Management Co., Ltd.* (ࠢ
ʮ̡)( “ Haichuang Zhilian ”), which has full discretion to exercise its
investment decision. Haichuang Zhilian is in turn majority owned and
controlled by Haier Group (Qingdao) Jinying Holdings Co., Ltd. ( ऎဧ
ණྠ(ࢥڡ)ʮ̡)( “Haier Group Jinying ”). Haier Group
Jinying is ultimately controlled by Haier Group Corporation ( ऎဧණྠ
ʮ̡), which is a collectively-owned enterprise. Save for Qingdao
Haironghui Holdings Co., Ltd.* (ʮ̡)( “Qingdao
Haironghui”) which holds approximately 56.5% of the limited
partnership interest in Qingdao Haichuang, none of the other four limited
partners holds more than one third of its limited partnership interests.
Qingdao Haironghui is in turn majority owned by Haier Group
Corporation ( ऎဧණྠʮ̡). To the best knowledge of our Directors,
Qingdao Haichuang, Haichuang Zhilian, the limited partners of Qingdao
Haichuang, Haier Group Jinying, Qingdao Haironghui and Haier Group
Corporation are all Independent Third Parties. As of the Latest
Practicable Date, Qingdao Haichuang holds approximately 0.87% of the
total issued shares of the Company. The AUM of Haier Group Jinying
was over RMB150.0 billion as at June 30, 2022 (being a date not more
than six months prior to the date on which Qingdao Haichuang signed
the relevant definitive agreement for its investment in our Company),
and over RMB190.0 billion as at March 31, 2025.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 110 ---
Name of
Sophisticated Independent Investors Background
Beijing Juyin Ronghe
Technology Co., Ltd.* ( ̏ԯ
ʮ̡ )
(“Beijing Juyin ”) .........
Beijing Juyin is a limited liability company incorporated in the PRC
and is a wholly-owned subsidiary of Thunder Software Technology
Co., Ltd. (ʮ̡ )( “ Thunder Software ”), a
company listed on the Shenzhen Stock Exchange (stock code:
300496), which is a provider of intelligent operating systems and
end-side intelligent products and technologies. Thunder Software’s
operating system products and technologies have empowered
multiple smart applications and scenarios such as smartphones,
smart cars, smart hardware and smart industries. To the best
knowledge of our Directors, Beijing Juyin and Thunder Software
are Independent Third Parties. As of the Latest Practicable Date,
Beijing Juyin holds approximately 0.63% of the total issued shares
of the Company. According to Frost & Sullivan, Thunder Software
is a key participant in the upstream intelligent operation systems
industry with substantial market share of approximately 7% in terms
of sales revenue from intelligent operation systems in China as at
September 30, 2024 (being a date not more than six months prior to
the date on which Beijing Juyin signed the relevant definitive
agreement for its investment in our Company) and as at March 31,
2025. The core business of our Company is the computer vision
algorithm platform and AI edge computing terminals. For these
algorithms and terminals to operate, they always rely on underlying
operating systems, drivers, BSP (Board Support Package), graphics
engines, and other basic software. Thunder Software is one of the
main providers of these underlying software. Thunder Software
could provide underlying operating system support for our
Company’s visual algorithms and perform deep adaptation and
optimization of the operating system for relevant hardware
platforms, ensuring that our Company’s algorithms can run
efficiently and stably. According to Frost & Sullivan, as a provider
of intelligent operating system products and technologies, Thunder
Software has been in the upstream industry with direct relevance to
our Group’s business and possessed the relevant industry knowledge
in assessing our Group’s business which is their potential area of
growth.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 111 ---
Name of
Sophisticated Independent Investors Background
Qingdao China-Europe
Innovation Industry
Investment Fund Partnership
(Limited Partnership)* (ࢥڡ
ΥྫΆ
ุ(Υྫ)) (“ Qingdao
China-Europe ”) ..........
Qingdao China-Europe is an investment fund in the form of limited
partnership established under the laws of the PRC. Qingdao Guoxin
Innovation Equity Investment Management Co., Ltd.* (௴อ
ʮ̡ )( “ Qingdao Guoxin ”) is the general partner
of Qingdao China-Europe. The investment committee of Qingdao
China-Europe, which is controlled by Qingdao Guoxin, has the full
discretion in exercising the investment decision of Qingdao
China-Europe. Qingdao Guoxin is wholly owned by Qingdao Guoxin
Finance Holding Co., Ltd.* (ʮ̡ )( “ Qingdao
Guoxin Finance ”), which is ultimately controlled by Qingdao City
SASAC. The majority limited partnership interests of Qingdao
China-Europe are held by Qingdao Marine Development Group Co.,
Ltd.* (ʮ̡ )( “Qingdao Marine ”) and Beijing
New Silk Road Innovation Technology Co., Ltd.* (߅
ʮ̡)( “Beijing Silk Road ”) as to 59% and 30%, respectively.
Qingdao Marine is ultimately controlled by Qingdao City SASAC.
Beijing Silk Road is owned by Yang Yunchun (݆and Wang
Jiyang (ݱas to 80% and 20%, respectively. To the best
knowledge of our Directors, the aforementioned entities, individuals,
and limited partners of Qingdao China-Europe are all Independent
Third Parties. As of the Latest Practicable Date, Qingdao
China-Europe holds approximately 0.56% of the total issued shares of
the Company. The AUM of Qingdao Guoxin was over RMB20.0
billion as at June 30, 2021 (being a date not more than six months
prior to the date on which Qingdao China-Europe signed the relevant
definitive agreement for its investment in our Company), and over
RMB20.0 billion as at March 31, 2025.
Hengqin Guangdong-Macau
Deep Cooperation Zone
Industrial Investment Fund
(Limited Partnership)* ( ዑೞ
ΥЪਜପุҳ༟ਿ
ږ(Υྫ)) (“ Hengqin
Fund”) .................
Hengqin Fund is an investment fund in the form of limited
partnership established under the laws of the PRC. Its general
partner, CICC Capital Management Co., Ltd. (ʮ
̡) which has the full discretion to exercise its investment decision,
is wholly owned by China International Capital Corporation
Limited. (ʮ̡ )( “ CICC”), an investment
bank listed on the Shanghai Stock Exchange (stock code: 601995)
and the Stock Exchange (stock code: 3908). The Finance Bureau of
the Hengqin Guangdong-Macao In-Depth Cooperation Zone ( ዑೞຽ
҅ ) holds approximately 99.99% of the limited
partnership interest in Hengqin Fund. To the best knowledge of our
Directors, the aforementioned entities are Independent Third Parties.
As of the Latest Practicable Date, Hengqin Fund holds
approximately 0.43% of the total issued shares of the Company. The
AUM of CICC was over RMB71 billion as at March 31, 2024
(being a date not more than six months prior to the date on which
Hengqin Fund signed the relevant definitive agreement for its
investment in our Company), and over RMB86.0 billion as at March
31, 2025.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 112 ---
Our Other Key Pre-IPO Investors
We set out below descriptions of our other key Pre-IPO Investors which, together with Mr. Chan,
Ms. Luo, Hengqin Jili, Hengqin Jichuang and the SIIs, held approximately 90% of our total issued
share capital as of the Latest Practicable Date:
Name of Pre-IPO Investors Background
Shenzhen Chuangxin Frontier
Technology Equity Investment
Fund Partnership (Limited
Partnership)* (Ҧ
ΥྫΆุ (Υ
ྫ)) (” Chuangxin Frontier ”),
Maoming Zhichuang Future
Investment Enterprise (Limited
Partnership)* (Τ̹౽௴͊Ըҳ
༟Άุ(Υྫ)) (“ Maoming
Zhichuang ”), Shenzhen Qianhai
Kangxing Health Industry Fund
Management Enterprise (Limited
Partnership)* (਄
၍ଣΆุ (Υྫ))
(“Qianhai Kangxing ”), Shenzhen
Dachen Yunji Artificial
Intelligence Partnership (Limited
Partnership)* ( ଉέ༺ԕථ฽ɛʈ
౽ঐΥྫΆุ (Υྫ))
(“Dachen Yunji ”), and Zhuzhou
Yunlong Innovation and
Entrepreneurship Investment
Guiding Fund Partnership
(Limited Partnership)* (ථᎲ
ΥྫΆ
ุ(Υྫ)) (“ Zhuzhou
Yunlong”) (collectively
“Zhongmei Innovation Funds ”) .
Each of the Zhongmei Innovation Funds is an equity investment fund in a
form of limited partnership established under the laws of the PRC. Their
investment decisions are fully controlled and managed by their general
partner, Shenzhen Zhongmei Innovation Capital Management Co., Ltd.* ( ଉ
ʮ̡ )( “ Zhongmei Innovation Capital ”).
Zhongmei Innovation Capital is controlled by Shenzhen Qianhai Jiajinshan
Mountain Asset Management Enterprise (Limited Partnership)* (ۃ
ʆ༟ପ၍ଣΆุ (Υྫ)) which is, in turn, controlled and
managed by its general partner, Mr. Hu Langtao (ईᏹ), who is an
Independent Third Party and an individual investor. None of Chuangxing
Frontier, Maoming Zhichuang, Qianhai Kangxing, and Dachen Yunji has
limited partners holding more than one-third of the limited partnership
interests. Apart from Shenzhen Zhuzhou Lian Dong Venture Capital
Enterprise (Limited Partnership)* (ᑌਗ௴ุҳ༟Άุ (Υ
ྫ)) (“ Shenzhu Liandong ”) and Zhuzhou Economic Development Zone
State-owned Assets Operation Co., Ltd.* (ப
΂ʮ̡)( “ Zhuzhou Economic ”) holding approximately 44.0% and 34.0%
of the limited partnership interests in Zhuzhou Yunlong respectively, no
other limited partners hold more than one-third of its limited partnership
interests. Shenzhu Liandong is controlled by Zhang Peihong ( ੵӒ̾),
while Zhuzhou Economic is a wholly-owned subsidiary of Zhuzhou
Economic Development Zone Investment Holding Group Co., Ltd.,* (ݲࣺ
ʮ̡ ) which is indirectly controlled by
State-owned Assets Supervision & Administration Commission of Zhuzhou
Municipal Government (ึ ). To the best
knowledge of our Directors, the aforementioned entities and individuals, as
well as the limited partners of each Zhongmei Innovation Funds, are all
Independent Third Parties. As of the Latest Practicable Date, the Zhongmei
Innovation Funds, in aggregate, hold approximately 10.72% of the total
issued shares of our Company.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 113 ---
Name of Pre-IPO Investors Background
Qingdao Tianqi Frontier
Technology Investment Fund
Partnership (Limited
Partnership)* (ضۃ
ΥྫΆุ (ࠢ
Υྫ)) (“ Qingdao Tianqi ”) ..
Qingdao Tianqi is an equity investment fund in a form of limited
partnership established under the laws of the PRC. Its investment decisions
are made by Qingdao Tianzheng Haiqi Investment Management Co., Ltd.*
(ʮ̡ )( “ Tianzheng Haiqi ”) its general partner
and executive partner while Tianqi (Beijing) Investment Management Co.,
Ltd.* ( ˂փ(̏ԯ)ʮ̡ )( “ Beijing Tianqi ”) performs the
duties of a fund manager of Qingdao Tianqi. Tianzheng Haiqi is held by
Ms. Yan Hong (ߎBeijing Tianqi, and Ms. Mo Yajing ( ୽ඩ᎑), as to
60%, 30%, and 10% respectively. The controlling shareholder of Beijing
Tianqi is Ms. Yan Hong. Apart from Qingdao Tianzhi Island Investment
Management Co., Ltd.* (ʮ̡ ), which holds
approximately 31.0% of the limited partnership interests in Qingdao Tianqi,
no other limited partners hold more than one-third of the limited
partnership interests. To the best knowledge of our Directors, the
aforementioned entities and individuals are Independent Third Parties. As
of the Latest Practicable Date, Qingdao Tianqi holds approximately 4.83%
of the total issued shares of the Company.
Shenzhen Anjing Investment
Partnership (Limited
Partnership)* ( ଉέτԯҳ༟Υྫ
Άุ(Υྫ)) (“ Shenzhen
Anjing ”) ................
Shenzhen Anjing is an equity investment fund in a form of limited
partnership established under the laws of the PRC. It is controlled and
managed by its general partner, Shenzhen Echo Capital Management Co.,
Ltd.* (ʮ̡ ) which has the full discretion to
exercise its investment decision, and is controlled by Ms. Lu Yaqian ( ጅඩ
࠺Approximately 99.15% interests in Shenzhen Anjing are held by
Guangdong Runwu Chuangxin Equity Investment Partnership (Limited
Partnership)* (ᛆҳ༟ΥྫΆุ (Υྫ)) (“ Guangdong
Runwu ”), which is controlled by Lu Pengyu ( ጅᘄρ). To the best
knowledge of our Directors, the aforementioned entities, individuals and
the limited partners of Shenzhen Anjing are Independent Third Parties. As
of the Latest Practicable Date, Shenzhen Anjing holds approximately 3.71%
of the total issued shares of the Company.
Shenzhen Ideal Tongxin Investment
Partnership (Limited
Partnership)* ( ଉέ̹ଣซΝːҳ
༟ΥྫΆุ (Υྫ))
(“Shenzhen Ideal ”) .........
Shenzhen Ideal is a limited partnership established under the laws of the
PRC. It is controlled and managed by its general partner, Shenzhen
Zhonghong Gongying Investment Consulting Co., Ltd.* (΍ᙊҳ
ʮ̡ ) which has the full discretion to exercise its investment
decision, and is controlled by Ms. Zhang Lihua (ڀZhang Jiuchen
(ੵɮЅ) holds approximately 99.0% of the interest in Shenzhen Ideal. To
the best knowledge of our Directors, the aforementioned entities and
individuals are Independent Third Parties. As of the Latest Practicable Date,
Shenzhen Ideal holds approximately 3.49% of the total issued shares of the
Company.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 114 ---
Name of Pre-IPO Investors Background
Marvel Holding (HK) Limited
(“Marvel Holding ”) and Zibo
Kaiwo Equity Investment Fund
Partnership (Limited
Partnership)* (ᛆҳ༟
ΥྫΆุ (Υྫ)) (“ Zibo
Equity ”) .................
Marvel Holding is a company incorporated in Hong Kong and is wholly
owned by NSC Digital Transformation Limited, an Independent Third Party,
and ultimately controlled by Mr. Min Wanli ( ඘ຬԢ)( “ Mr. Min ”), an
Independent Third Party and an individual investor. As of the Latest
Practicable Date, Marvel Holding holds approximately 4.71% of the total
issued shares of the Company. Zibo Equity is an equity investment fund in
a form of limited partnership established under the laws of the PRC. It is
managed and controlled by its general partner, Zhuhai Summit Private
Equity Management Co.* (ʮ̡ ) which
has the full discretion to exercise its investment decision, and is in turn,
also ultimately controlled by Mr. Min. Save for Mr. Guo Yuhao (؀,)
an Independent Third Party, holds approximately 47.5% of the limited
partnership interest in Zibo Equity, Zibo Equity has two other limited
partners and neither of them holds more than one-third of its limited
partnership interests. To the best knowledge of our Directors, the
aforementioned entities and individuals are Independent Third Parties. As
of the Latest Practicable Date, Zibo Equity holds approximately 1.00% of
the total issued shares of the Company.
Meaningful Investment from Sophisticated Independent Investors
We have received investments from four Pathfinder SIIs, namely Qingdao Financial, Qualcomm
China, China Resources Innovation and Shandong Luhailiandong, each having invested in the Group for
at least 12 months prior to the first submission of our listing application to the Stock Exchange for the
purpose of the Global Offering. In accordance with Chapter 2.5 of the Guide for New Listing
Applicants issued by the Stock Exchange, each of Qingdao Financial, Qualcomm China, China
Resources Innovation and Shandong Luhailiandong holds more than 3%, and in aggregate more than
10%, of the issued share capital of the Company as of the date of our listing application and throughout
the pre-application 12-month period. For details of the ownership percentage of shareholding in our
Company’s share capital of each of the Sophisticated Independent Investors, please refer to “—
Capitalization” in this section.
As of the Latest Practicable Date, our Sophisticated Independent Investors (as identified above)
held, in aggregate, approximately 23.52% of the total issued share capital of our Company. At Listing,
such Sophisticated Independent Investors will hold, in aggregate, no less than 20% of the total issued
share capital of our Company, with reference to our expected market capitalization at the time of
Listing exceeding HK$4 billion.
Sole Sponsor’s Confirmation
On the basis that (i) the consideration for the Pre-IPO Investments was irrevocably settled 120
clear days prior to the Listing Date; and (ii) all special rights have been terminated before our
submission of listing application to the Stock Exchange, the Sole Sponsor has confirmed that the
Pre-IPO Investments are in compliance with Chapter 4.2 of the Guide for New Listing Applicants.
PRC Legal Advisor’s Confirmation
As advised by our PRC Legal Advisor, our Company has made all necessary registrations or
filings with the relevant local branch of SAMR in respect of the Pre-IPO Investments in all material
respects, and the Pre-IPO Investments were conducted in compliance with the applicable PRC laws and
regulations in all material respects.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 115 ---
LOCK-UP PERIOD
Lock-up Period under PRC Law
Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all existing
Shareholders (including our Pre-IPO Investors) are prohibited from disposing of any of the Shares held
by them.
Lock-up Period under Listing Rules
The following Shares will be subject to disposal restrictions pursuant to Rule 18C.14 of the
Listing Rules at the time of the Listing:Name Capacity
Aggregate
number of
Shares held
immediately
following the
completion of the
Global Offering
Aggregate
ownership
percentage of
shareholding in
the total issued
share capital of
our Company
following the
completion of the
Global Offering Lock-up period under Listing Rules
Key persons and their close associates
Mr. Chan ...... Founder, Chairman of the Board,
executive Director and general
manager
16,114,821 14.27%
}
Commencing on the date of this
Prospectus and ending on
expiry of 12 months from the
Listing Date
Hengqin Jili .... Close associate of Mr. Chan 9,452,122 8.37%
Ms. Luo ...... Co-founder, executive Director
and deputy general manager
4,405,085 3.90%
Mr. Chen Shuo .. Executive Director and deputy
general manager
——
Mr. Xu ....... Chief financial officer, secretary
of the Board and joint company
secretary
——
Hengqin Jichuang . Close associate of Mr. Xu 9,024,164 7.99%
Ms. Liu Ruoshui
(˥) ....
Deputy general manager and head
of operation and marketing
centre
——
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 116 ---
Name Capacity
Aggregate
number of
Shares held
immediately
following the
completion of the
Global Offering
Aggregate
ownership
percentage of
shareholding in
the total issued
share capital of
our Company
following the
completion of the
Global Offering Lock-up period under Listing Rules
Pathfinder SIIs
Qingdao Financial . Pathfinder SII 5,464,317 4.84%
}
Commencing on the date of this
Prospectus and ending on
expiry of six
months from the Listing Date
Qualcomm China . Pathfinder SII 4,990,208 4.42%
China Resources
Innovation ....
Pathfinder SII 4,819,420 4.27%
Shandong
Luhailiandong ..
Pathfinder SII 4,353,621 3.86%
PREVIOUS LISTING PLAN AND REASONS FOR THE LISTING
We considered seeking a listing on the Shanghai Stock Exchange (Science and Technology
Innovation Board) (ؐthe “ Listing Plan ”). No formal application was submitted
in connection with the Listing Plan. We engaged Zhongtai Securities Co., Ltd (ʮ̡ )
and made a listing tutoring filing (ࣩthe “ Tutoring Filing ”) with the Qingdao Regulatory
Bureau of the CSRC (္၍҅ )( “ Qingdao CSRC ”) in January 2024. The
Tutoring Filing does not constitute a listing application. No comment has been raised by the Qingdao
CSRC, any stock exchange or other relevant competent authorities in the PRC in relation to the
Tutoring Filing. The Company has no plan to continue the Listing Plan or to pursue any A-share listing.
To the best of the Directors’ knowledge and belief, the Directors are not aware of any material
matter concerning the Listing Plan that would adversely affect the Company’s suitability for Listing on
the Stock Exchange; or other material matters that need to be brought to the attention of the Stock
Exchange, the Shareholders or potential investors. Based on the due diligence performed by the Sole
Sponsor and the information and representation given to the Sole Sponsor, nothing has come to the Sole
Sponsor’s attention that could cast doubts on the Directors’ views set out above.
Our Directors consider that the Stock Exchange, as an internationally recognized and reputable
stock exchange, can provide us with a good platform to access the international capital markets and
expand our global business footprint, the Global Offering will provide us with the necessary funding to
increase our competitiveness by assisting us to expand our operations and strengthen our business
prospects, and the Listing on the Stock Exchange will raise our profile and market awareness of our
brand name and present us with an opportunity to further expand our investor base. Taking into
account, among others, the aforementioned factors and the long-term business development strategies of
our Group, our Directors consider the Stock Exchange to be a more suitable venue to access
international equity markets, and the Listing will be in the best interests of our Company and our
Shareholders as a whole.
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PUBLIC FLOAT
Following the conversion of the Unlisted Shares into H Shares and upon completion of the Global
Offering:
(i) 29,972,028 H Shares to be directly held by the Single Largest Group of Shareholders,
namely Mr. Chan, Ms. Luo and Hengqin Jili (which is controlled by Mr. Chan); and 474,054
H Shares to be held by Jingjun Gaofei (Shenzhen) Enterprise Management Co., Ltd.* ( ᘩᒺ
࠭(ଉέ)ʮ̡ ), the ultimate beneficial owner of which is Mr. Cheung Che
Kit Richard, our independent non-executive Director, will not be counted towards the public
float;
(ii) Shandong Luhailiandong is ultimately controlled by Shandong Province SASAC, Shandong
provincial government; Guotou Capital Management and Qingdao Qingtie are ultimately
controlled by Qingdao City SASAC; Qingdao Financial is ultimately controlled by Qingdao
Xihaian SASAC; and Zhengjin (Hong Kong) International Co., Limited (ږ݁(ಥ)਷ყϞ
ʮ̡)( “ Zhengjin International ”), one of our cornerstone investors pursuant to the Global
Offering, is ultimately supervised by Jinan Shizhong District Finance Bureau* (̹̹ʕ
҅). As Jinan Shizhong District Finance Bureau, Qingdao City SASAC, Qingdao
Xihaian SASAC and Shandong Province SASAC are government bodies of the Shandong
Province, and that they will collectively hold over 10% of our total issued Shares
immediately following completion of the Global Offering, the 13,725,643 H Shares, in
aggregate, to be held by such Shareholders will not be counted towards the public float;
(iii) 562,347 Unlisted Shares held by Qingdao China-Europe Innovation Industry Investment
Fund Partnership (Limited Partnership)* (ΥྫΆุ (Υྫ))
will not be converted into H Shares;
(iv) a total of 56,830,711 H Shares will be converted from the Unlisted Shares and will be 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). These H shares
will be counted towards the public float; and
(v) save for the subscription of H Shares by Zhengjin International as one of our cornerstone
investors pursuant to the Global Offering which will not be counted as part of the public
float, the issue of the rest of the 11,350,000 H Shares pursuant to the Global Offering will
be counted as part of the public float.
Pursuant to Rule 19A.13A(1) of the Listing Rules, where the expected market value at the time of
listing of our Company’s H Shares does not exceed HK$6 billion, at least 25% of the total number of H
Shares must at the time of the Listing be held by the public. Based on the Offer Price of HK$40.0 per
Offer Share, the expected market capitalization of the Company’s H Shares would not exceed HK$6
billion. Assuming that all the Offer Shares are allotted, the number of H Shares (including H Shares
that are converted from Unlisted Shares) held by the public at the time of the Listing would be
68,180,711 H Shares (representing approximately 60.38% of our total number of issued Shares), which
will be regarded as public float and will satisfy the requirement under Rule 19A.13A(1) of the Listing
Rules.
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FREE FLOAT
Pursuant to Rule 19A.13C(1) of the Listing Rules, there must be sufficient H shares where an
applicant is a PRC issuer with no other listed shares at the time of listing, held by the public and
available for trading upon listing. This would normally mean that the portion of the H shares for which
listing is sought that are held by the public and not subject to any disposal restrictions (whether under
contract, the Listing Rules, applicable laws or otherwise), at the time of listing, must: (1) represent at
least 10% of the total number of issued shares in the class to which H shares belong at the time of
listing (excluding treasury shares), with an expected market value at the time of listing of not less than
HK$50,000,000; or (2) have an expected market value at the time of listing of not less than
HK$600,000,000.
In consideration that the total number of H Shares in issue upon Listing that are held by the
public and not subject to any disposal restrictions is expected to be at least 10% of the total number of
issued H Shares the time of Listing, with an expected market value at the time of Listing of not less
than HK$50,000,000, our Company is expected to satisfy the free float requirement under Rule
19A.13C of the Listing Rules at the time of the Listing.
CAPITALIZATION
The below table is a summary of the capitalization of our Company as of the date of this
Prospectus and the Listing Date:
As of the date of this Prospectus As of the Listing Date
Shareholder
Number of
Unlisted Shares
Approximate
ownership
percentage in
total issued share
capital
Number of
H Shares
Approximate
ownership
percentage in
H Shares
Number of
Unlisted Shares
Approximate
ownership
percentage in
Unlisted Shares
Total number of
Shares
Approximate
ownership
percentage in
total issued share
capital
Our Single Largest Group of Shareholders
Mr. Chan ................ 16,114,821 16.05% 16,114,821 14.34% — — 16,114,821 14.27%
Ms. Luo ................. 4,405,085 4.39% 4,405,085 3.92% — — 4,405,085 3.90%
Hengqin Jili ............... 9,452,122 9.41% 9,452,122 8.41% — — 9,452,122 8.37%
Other Shareholders
Hengqin Jichuang ............. 9,024,164 8.99% 9,024,164 8.03% — — 9,024,164 7.99%
Zhongmei Innovation Capital ........ 10,765,265 10.72% 10,765,265 9.58% — — 10,765,265 9.53%
— Shenzhen Chuangxin Frontier Technology
Equity Investment Fund Partnership
(Limited Partnership)* (Ҧ
ΥྫΆุ (Υྫ) ... 6,455,286 6.43% 6,455,286 5.75% — — 6,455,286 5.72%
— Maoming Zhichuang Future Investment
Enterprise (Limited Partnership)* (Τ̹
౽௴͊Ըҳ༟Άุ (Υྫ) ...... 1,800,619 1.79% 1,800,619 1.60% — — 1,800,619 1.59%
— Shenzhen Qianhai Kangxing Health Industry
Fund Management Enterprise (Limited
Partnership)* (਄ੰପุਿ
၍ଣΆุ (Υྫ) ......... 975,989 0.97% 975,989 0.87% — — 975,989 0.86%
— Shenzhen Dachen Yunji Artificial Intelligence
Partnership (Limited Partnership)* ( ଉέ༺
ԕථ฽ɛʈ౽ঐΥྫΆุ (Υྫ) ... 868,790 0.87% 868,790 0.77% — — 868,790 0.77%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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As of the date of this Prospectus As of the Listing Date
Shareholder
Number of
Unlisted Shares
Approximate
ownership
percentage in
total issued share
capital
Number of
H Shares
Approximate
ownership
percentage in
H Shares
Number of
Unlisted Shares
Approximate
ownership
percentage in
Unlisted Shares
Total number of
Shares
Approximate
ownership
percentage in
total issued share
capital
— Zhuzhou Yunlong Innovation and
Entrepreneurship Investment Guiding Fund
Partnership (Limited Partnership)* (ථ
ΥྫΆุ (Υ
ྫ)................. 664,581 0.66% 664,581 0.59% — — 664,581 0.59%
Qingdao Economic and Technological
Development Zone Financial Investment
Group Co., Ltd.* (ፄ
ʮ̡ ) ........... 5,464,317 5.44% 5,464,317 4.86% — — 5,464,317 4.84%
Qualcomm (China) Holding Limited*
(৷ஷ(ʕ਷)ʮ̡ ) ........ 4,990,208 4.97% 4,990,208 4.44% — — 4,990,208 4.42%
Qingdao Tianqi Frontier Technology Investment
Fund Partnership (Limited Partnership)* (ࢥڡ
ΥྫΆุ (Υྫ)) . 4,852,238 4.83% 4,852,238 4.32% — — 4,852,238 4.30%
Shantou China Resources Innovation Equity
Investment Fund Partnership (Limited
Partnership)*
(ΥྫΆุ
(Υྫ)) .............. 4,819,420 4.80% 4,819,420 4.29% — — 4,819,420 4.27%
Marvel Holding (HK) Limited ........ 4,732,743 4.71% 4,732,743 4.21% — — 4,732,743 4.19%
Shandong Luhailiandong Investment Fund
Partnership (Limited Partnership)* (௔ऎ
ΥྫΆุ (Υྫ)) ..... 4,353,621 4.33% 4,353,621 3.87% — — 4,353,621 3.86%
Shenzhen Anjing Investment Partnership
(Limited Partnership)* ( ଉέτԯҳ༟ΥྫΆ
ุ(Υྫ)) ............. 3,729,795 3.71% 3,729,795 3.32% — — 3,729,795 3.30%
Shenzhen Ideal Tongxin Investment Partnership
(Limited Partnership)* ( ଉέ̹ଣซΝːҳ༟
ΥྫΆุ(Υྫ)) ........... 3,509,625 3.49% 3,509,625 3.12% — — 3,509,625 3.11%
Ningbo Meishan Bonded Port Area Laima
Investment Management Partnership (Limited
Partnership)* (೼ಥਜഺီҳ༟၍
ଣΥྫΆุ (Υྫ)
(1) ......... 1,952,036 1.94% 1,952,036 1.74% — — 1,952,036 1.73%
Qingdao Jishi Hefeng Management Consulting
Partnership (Limited Partnership)* (฽ൖ
၍ଣፔ༔ΥྫΆุ (Υྫ))(2) .... 1,591,503 1.58% 1,591,503 1.42% — — 1,591,503 1.41%
Qingdao Guotou Capital Management Co., Ltd.*
(ʮ̡ ) ....... 1,500,006 1.49% 1,500,006 1.34% — — 1,500,006 1.33%
Qingdao Qingtie Phase I Industrial Investment
Fund Partnership (Limited Partnership)*
(ΥྫΆุ
(Υྫ)) (“ Qingdao Qingtie ”)
(3) ..... 1,277,699 1.27% 1,277,699 1.14% — — 1,277,699 1.13%
Shenzhen Jiuwan Zhongchuang No.15
Technology Investment Center (Limited
Partnership)* (Ҧҳ༟
ʕː(Υྫ))
(4)............ 1,212,121 1.21% 1,212,121 1.08% — — 1,212,121 1.07%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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As of the date of this Prospectus As of the Listing Date
Shareholder
Number of
Unlisted Shares
Approximate
ownership
percentage in
total issued share
capital
Number of
H Shares
Approximate
ownership
percentage in
H Shares
Number of
Unlisted Shares
Approximate
ownership
percentage in
Unlisted Shares
Total number of
Shares
Approximate
ownership
percentage in
total issued share
capital
Hainan Jingtai Growth Equity Investment Fund
Phase III Partnership (Limited Partnership)*
(ɧಂΥྫΆุ (Ϟ
Υྫ))
(5) ............... 1,022,690 1.02% 1,022,690 0.91% — — 1,022,690 0.91%
Zibo Kaiwo Equity Investment Fund Partnership
(Limited Partnership)* (ᛆҳ༟ਿ
ΥྫΆุ (Υྫ)) .......... 1,000,466 1.00% 1,000,466 0.89% — — 1,000,466 0.89%
Qingdao Jiezhen Hairui Commerce and Trade
Co., Ltd.* (ʮ̡ ) ... 900,309 0.90% 900,309 0.80% — — 900,309 0.80%
Qingdao Haichuang Zhilian Industrial Internet
Industry Investment Fund Partnership (Limited
Partnership)* (ऎ௴౽ᗡʈุʝᑌၣପุ
ΥྫΆุ (Υྫ)) ....... 871,042 0.87% 871,042 0.78% — — 871,042 0.77%
Beijing Juyin Ronghe Technology Co., Ltd.* ( ̏
ʮ̡ ) ........ 630,000 0.63% 630,000 0.56% — — 630,000 0.56%
Qingdao China-Europe Innovation Industry
Investment Fund Partnership (Limited
Partnership)* (Υ
ྫΆุ(Υྫ))............ 562,347 0.56% — — 562,347 100% 562,347 0.50%
Shenzhen Jishi Chunyu Consulting Partnership
(Limited Partnership)* (ፔ༔
ΥྫΆุ(Υྫ))
(6) .......... 544,048 0.54% 544,048 0.48% — — 544,048 0.48%
Jingjun Gaofei (Shenzhen) Enterprise
Management Co., Ltd.* (࠭(ଉέ)Άุ
ʮ̡ )(7) ............ 474,054 0.47% 474,054 0.42% — — 474,054 0.42%
Hengqin Guangdong-Macau Deep Cooperation
Zone Industrial Investment Fund (Limited
Partnership)* (ΥЪਜପุҳ༟
ږ(Υྫ)) ............ 434,783 0.43% 434,783 0.39% — — 434,783 0.39%
Hangzhou Chuzhe Zhixin Equity Investment
Partnership (Limited Partnership)* (٫ڋ
ᛆҳ༟ΥྫΆุ (Υྫ))
(8) .... 248,255 0.25% 248,255 0.22% — — 248,255 0.22%
Others
Other investors taking part in the Global
Offering ................ — — 12,480,000 11.11% — — 12,480,000 11.05%
Total .................. 100,434,783 100% 112,352,436 100% 562,347 100% 112,914,783 100%
Note:
(1) Ningbo Meishan Bonded Port Area Laima Investment Management Partnership (Limited Partnership)* (೼ಥਜ
ഺီҳ༟၍ଣΥྫΆุ (Υྫ)( “ Ningbo Laima ”) is a limited partnership established under the laws of the PRC and
its general partner, Jin Shuiliang (˥Ԅ) has the full discretion to exercise its investment decision. Ningbo Laima is held
by partners Hong Youqin (̼ೞ) and Jin Shuiliang, who hold 99% and 1% of the limited partnership interests
respectively. To the best knowledge of our Directors, both Hong Youqin and Jin Shuiliang are Independent Third Parties.
(2) Qingdao Jishi Hefeng Management Consulting Partnership (Limited Partnership)* (၍ଣፔ༔ΥྫΆุ (ࠢ
Υྫ)) (“ Qingdao Jishi ”) is a limited partnership established under the laws of the PRC and its general partner, Qingdao
Hefeng Runwu Consulting Co., Ltd.* (ʮ̡ ), which has the full discretion to exercise its
investment decision, is controlled by Qingdao Yuanjia Shengding Holding Co., Ltd.* (ʮ̡ )
(“Qingdao Yuanjia ”), which is in turn controlled by Fan Zhaohui(๫ሾ), an Independent Third Party. In addition to
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Qingdao Yuanjia holding approximately 43.3% of the limited partnership interests in Qingdao Jishi, there are 13 other
limited partners in Qingdao Jishi, none of them hold more than one-third of the limited partnership interests. To the best
knowledge of our Directors, all aforementioned entities are Independent Third Parties.
(3) To mitigate the risks of future market uncertainties and to satisfy its internal funding needs, Qingdao Tianlu Liyang Equity
Investment Partnership (Limited Partnership)* (ᛆҳ༟ΥྫΆุ (Υྫ)) (“ Tianlu Liyang ”), has
decided to divest from the Company, and on July 3, 2025, Tianlu Liyang, as transferor, entered into a share transfer
agreement with Qingdao Qingtie, as the transferee, and the Company, pursuant to which, Tianlu Liyang agreed to transfer
1,277,699 Unlisted Shares held by it (the “ 2025 Shares Transfer ”), representing approximately 1.27% of the Company’s
total issued share capital, to Qingdao Qingtie at a consideration of RMB16,538,600. The consideration was fully settled
and the 2025 Shares Transfer was legally completed on July 4, 2025. Qingdao Qingtie is a limited partnership established
under the PRC law with its general partner being Qingdao Metro Private Fund Management Co., Ltd.* (ږ
ʮ̡ ). The investment decisions of Qingdao Qingtie are made by its investment committee, whose members are
jointly controlled by Qingdao Qingtie Industrial Investment Co., Ltd.* (ʮ̡ )( “ Qingdao
Industrial ”) and Qingdao Railway Equity Investment Fund Management Co., Ltd.* (ʮ̡ )
(“Qingdao Railway ”). Qingdao Industrial and Qingdao Railway each hold 99.97% and 0.03% equity in Qingdao Qingtie
respectively, and both are ultimately controlled by Qingdao City SASAC. Based on public information, immediately prior
to the 2025 Shares Transfer, the general partner of Tianlu Liyang was Liu Yueting (ణ) and its partnership interests
were held by Liu Yueting and Jiang Yuxin (ؚڠ۴as to 31.75% and 68.25%; and earlier in May 2025, Jiang Yuxin
obtained such 68.25% partnership interests from Song Xiaolu ( ҂ወᚣ) who held such interests since January 2022. After
the marriage of Mr. Chen Shuo, an executive Director, in September 2022, Song Xiaolu, Liu Yueting and Jiang Yuxin has
become cousin of his spouse (֊ ), aunt of his spouse (໙͎ ), and cousin of his spouse (֊ ),
respectively.
Tianlu Liyang became a Shareholder of the Company through the acquisition of a total of the then 1.6134% of the
Company’s registered capital from two of the then Shareholders of the Company, namely (i) Shenzhen Chizi Jixing
Innovation Technology Investment Partnership (Limited Partnership)* (Ҧҳ༟ΥྫΆุ (Υྫ))
and (ii) Tibet Chuzhe Zhixin Equity Investment Partnership (Limited Partnership)* (ᛆҳ༟ΥྫΆุ (ࠢ
Υྫ)), for a consideration of approximately RMB7.52 million and approximately RMB7.20 million, respectively (the
“2021 Equity Transfer ”). As advised by the PRC Legal Adviser, the 2021 Equity Transfer was legally and fully completed
in August 2021. Based on public information, immediately prior to the 2021 Equity Transfer, the general partner of Tianlu
Liyang was Sun Lifang (ٹand the partnership interests were held by Sun Lifang (ٹand Wu Xia (๽)a st o
51% and 49%, respectively. Each of Sun Lifang and Wu Xia is an Independent Third Party and has no relationship
(relatives or otherwise) with Mr. Chen Shuo nor his father-in-law, Mr. Zhong Yangang (࡝֧.)
To the best knowledge of the Company, (i) save for the aforementioned, Mr. Chen Shuo has no other relationship with the
general and limited partners of Tianlu Liyang and Mr. Chen Shuo has no involvement in neither the 2021 Equity Transfer
nor the 2025 Shares Transfer; and (ii) all the aforementioned entities and individuals are Independent Third Parties.
(4) Shenzhen Jiuwan Zhongchuang No.15 Technology Investment Center (Limited Partnership)* (Ҧҳ
༟ʕː(Υྫ)) (“ Shenzhen Jiuwan ”) is a limited partnership established under the laws of the PRC and its general
partner, Shenzhen Jiuwan Investment Co., Ltd.* (ʮ̡ ), which has the full discretion to exercise its
investment decision, is owned as to 63.0% by its legal representative Jia Yubao ( ༠͗ᘒ). Apart from Zhang Zhenghua ( ੵ
͍ശ) holding approximately 35.0% of the limited partnership interests in Shenzhen Jiuwan, there are five other limited
partners, none of whom hold more than one-third of the limited partnership interests. To the best knowledge of our
Directors, all the aforementioned entities are Independent Third Parties.
(5) Hainan Jingtai Growth Equity Investment Fund Phase III Partnership (Limited Partnership)* (ږ
ɧಂΥྫΆุ (Υྫ)) (“ Hainan Jingtai ”) is a limited partnership established under the laws of the PRC and its
general partner, Jingtai Chuangye Investment Private Equity Fund Management (Hainan) Partnership (Limited
Partnership)* (၍ଣ (ی)ΥྫΆุ
(Υྫ)), which has the full discretion to exercise its
investment decision, is ultimately controlled by Zhang Yingbiao (㌷). Hainan Jingtai has ten limited partners, none of
whom hold more than one-third of the limited partnership interests. To the best knowledge of our Directors, all the
aforementioned entities are Independent Third Parties.
(6) Shenzhen Jishi Chunyu Consulting Partnership (Limited Partnership)* (ፔ༔ΥྫΆุ (Υྫ)) (“ Jishi
Chunyu ”) is a limited partnership established under the laws of the PRC and its general partner, Zhu Rangyu ( ϡᝋ͗),
has the full discretion to exercise its investment decision. Apart from Shenzhen Chunyu No.1 Consulting Partnership
(Limited Partnership)* (ఠ໮ፔ༔ΥྫΆุ (Υྫ)), which holds approximately 67.24% of the limited
partnership interests in Jishi Chunyu, there are three other limited partners, and none of them holds more than one-third of
the limited partnership interests. Shenzhen Chunyu No.1 Consulting Partnership (Limited Partnership) is ultimately
controlled by Yao Zhenyun (ථ). To the best knowledge of our Directors, all the aforementioned entities and
individuals are Independent Third Parties.
(7) Jingjun Gaofei (Shenzhen) Enterprise Management Co., Ltd.* (࠭(ଉέ)ʮ̡ ) ”Jingjun Gaofei ”
was wholly owned by Eastern Express Investment Limited (ʮ̡ ), which in turn is wholly-owned by
Mr. Cheung Che Kit Richard, our proposed independent non-executive Director.
(8) Hangzhou Chuzhe Zhixin Equity Investment Partnership (Limited Partnership)* (ᛆҳ༟ΥྫΆุ (Υ
ྫ)) (“ Hangzhou Chuxin ”) is a limited partnership established under the laws of the PRC and its general partner, Beijing
Wuwang Chuxin Investment Management Co., Ltd.* (ʮ̡ ), which has the full discretion to
exercise its investment decision, is ultimately controlled by Tian Jiangchuan ( ͞Ϫʇ), and individual investor. Hangzhou
Chuxin has 17 limited partners, with no other limited partners holding more than one-third of the limited partnership
interests. To the best knowledge of our Directors, all the aforementioned entities and individuals are Independent Third
Parties.
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CORPORATE STRUCTURE IMMEDIATELY PRIOR TO THE GLOBAL OFFERING
Our corporate and shareholding structure immediately prior to the completion of the Global
Offering is as follows:
Shandong Interstellar Intelligence
Technology Co., Ltd.* (ყ
ʮ̡) (formerly
known as Jinan Extreme Vision
Technology Innovation Co., Ltd.
(ࠢ
ʮ̡))
100%
Qingdao Extreme Vision
technology Co., Ltd*
(ʮ̡)
100%
Qingdao Jishu Technology
Co., Ltd*
(ʮ̡)
100%
Extreme Vision (Shanghai)
Technology Co., Ltd.*
(ʮ̡)
100%
Anhui Extreme Vision
Technology Co., Ltd.*
(ʮ̡)(4)
86%
Jiangsu Jishi Star Technology
Co., Ltd.*
(ʮ̡)
100%
Nanjing Jishi Technology
Co.,  LTD*
(ʮ̡)
100%
Shenzhen Jishi Technology
Co., Ltd.*
(ʮ̡)
100%
Zhuhai Hengqin Extreme
Vision technology Co., Ltd*
(ʮ̡)
100%
Zhuhai Jishi Technology Co.,
Ltd*
(ʮ̡)
100%
Zhuhai Jiqi Technology Co., Ltd*
(ʮ̡)
100%
Hainan Jishi Star Technology
Co., Ltd.*
(ʮ̡)
100%
Hong Kong Extreme Vision
Technology Co., Ltd.
(ʮ̡)
100%
Macau Extreme Vision
Technology Co., Ltd.*
(ʮ̡)
80%20%
16.05% 9.41% 4.39% 8.99% 47.60%
Mr. Chan Ms. Luo
The Company
Hengqin
Jichuang(3)
5.44%
Qingdao
Financial
4.33%
Shandong
Luhailiandong
1.49%
Guotou
Capital
Management
1.27%
Qingdao
Qingtie
0.56%
Qingdao
China-Europe
0.47%
Jingjun
Gaofei
Other
Pre-IPO
Investors
Hengqin Jili(1)
(2)
Notes:
(1) As of the Latest Practicable Date, Qingdao Hanshi was the sole general partner of Hengqin Jili. Qingdao Hanshi was
owned as to 99% by Mr. Chan and 1% by Mr. Chen Shuo as of the same date.
(2) Pursuant to the Acting-in-Concert Agreement entered into among Mr. Chan, Ms. Luo and Hengqin Jili, each of them
undertook to act in concert with respect to their shareholdings in the Company. Accordingly, Mr. Chan, Ms. Luo and
Hengqin Jili collectively are considered as our Single Largest Group of Shareholders.
(3) As of the Latest Practicable Date, Qingdao Hanxingying was the sole general partner of Hengqin Jichuang. Qingdao
Hanxingying was owned as to 99% by Mr. Xu Lei and 1% by Mr. Shen Wenquan as of the same date.
(4) The remaining 14% equity interest of Anhui Extreme Vision was owned as to 10% by Wuhu New Economy Research
Institute Co., Ltd.* (ʮ̡ ), and as to 4% by Wuhu Xinwu Industry Investment Fund Co., Ltd.* ( ጾ
ʮ̡ ), both of which are Independent Third Parties.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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CORPORATE STRUCTURE IMMEDIATELY AFTER THE GLOBAL OFFERING
Our corporate and shareholding structure immediately after the Global Offering is as follows:
14.27% 8.37% 3.90% 42.34%
Mr. Chan Ms. Luo
Other
Pre-IPO
Investors
7.99%
Hengqin
Jichuang(3)
10.05%
Other public
Shareholders
Hengqin Jili(1)
(2)
The Company
100%Shandong Interstellar Intelligence
Technology Co., Ltd.* (ყ
ʮ̡) (formerly
known as Jinan Extreme Vision
Technology Innovation Co., Ltd.
(ࠢ
ʮ̡))
3.86%
Shandong
Luhailiandong
1.33%
Guotou
Capital
Management
1.13%
Qingdao
Qingtie
0.42%
Jingjun
Gaofei
(6)
Qingdao Extreme Vision
technology Co., Ltd*
(ʮ̡)
100%
Qingdao Jishu Technology
Co., Ltd*
(ʮ̡)
100%
Extreme Vision (Shanghai)
Technology Co., Ltd.*
(ʮ̡)
100%
Anhui Extreme Vision
Technology Co., Ltd.*
(ʮ̡)(4)
86%
Jiangsu Jishi Star Technology
Co., Ltd.*
(ʮ̡)
100%
Nanjing Jishi Technology
Co.,  LTD*
(ʮ̡)
100%
Shenzhen Jishi Technology
Co., Ltd.*
(ʮ̡)
100%
Zhuhai Hengqin Extreme
Vision technology Co., Ltd*
(ʮ̡)
100%
Zhuhai Jishi Technology Co.,
Ltd*
(ʮ̡)
100%
Zhuhai Jiqi Technology Co., Ltd*
(ʮ̡)
100%
Hainan Jishi Star Technology
Co., Ltd.*
(ʮ̡)
100%
Hong Kong Extreme Vision
Technology Co., Ltd.
(ʮ̡)
100%
Macau Extreme Vision
Technology Co., Ltd.*
(ʮ̡)
80%20%
1.00%
Zhengjin
International
0.50%
Qingdao
China-Europe(5)
4.84%
Qingdao
Financial
Note:
Please refer to notes (1), (2) (3) and (4) of the sub-section headed “— Corporate Structure Immediately prior to the Global
Offering” in this section above for details.
(5) The Unlisted Shares held by Qingdao China-Europe as of the Latest Practicable Date will not be converted into H Shares
upon Listing.
(6) The H Shares held by the respective Shareholders after the Global Offering will be counted towards the public float. For
further details of public float, please refer to the paragraph “Public Float” in this section.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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WHO WE ARE
We are an AI computer vision solution provider in China, delivering end-to-end solution
development, deployment and management services to enterprises across diverse industries.
Additionally, we have successfully expanded into delivering commercially viable large model solutions
to empower enterprises in their digital transformation. According to Frost & Sullivan, we ranked eighth
in China’s emerging computer vision solution market by revenue in 2024.
Computer vision solution, as a vital branch of AI solution, is a technological solution that
simulates the human visual system to enable computers to extract information from images or videos
and analyze, make decisions and interact based on this information. Large model solution refers to
applications built on the functionality of large models, as well as the related supporting services. With
the rapid development of AI solutions, we plan to leverage our efficient and inclusive AI technologies,
along with our deep industry expertise, to accelerate intelligent transformation and drive industry-wide
upgrades for enterprises.
We specialize in delivering AI computer vision solutions and large model solutions to enterprises,
namely:
 AI Computer Vision Solutions . We offer standard AI computer vision solutions, customized
AI computer vision solutions and software-defined All-in-One AI solutions.
 Large Model Solutions . We adapt general-purpose large models to meet our customers’
diverse needs by incorporating their industry and operational knowledge. By using advanced
technologies such as multi-agent optimization, RAG and our scenario-based algorithms, we
provide customized large model solutions designed for enterprise professional use.
We adopt a project-based business model for our solutions.
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Extreme Stars
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Leveraging our strong R&D infrastructures, being AI Visual Language Model and Extreme Mart,
we can deliver our solutions through our delivery platforms, namely Extreme Stars and Extreme Flow.
The details of our delivery platforms are as follows:
Delivery Platforms Overview
Extreme Stars .......... Extreme Stars is an AI algorithm inference and deployment platform that
helps businesses quickly build and deploy AI solutions. It is built around
our advanced AI Visual Language Model and brings together a wide
range of ready-to-use vision algorithms and intelligent services. Users
can create and launch models with just one click by using simple, natural
language instructions. The platform also features an extensive algorithm
marketplace, along with smart Q&A tools and intelligent data search
capabilities, making it easier to develop and apply AI solutions. Our
platform brings together different algorithms into one system, makes
them easy to combine and adjust, allows quick setup and use, connects
smoothly with other systems, and applies them smartly to a wide range of
business scenarios.
Extreme Flow .......... Extreme Flow is a private AI platform designed for large enterprises,
government agencies and academic research institutions. It manages the
entire AI model life cycle, covering data processing, algorithm
development, fine-tuning and application deployment. Extreme Flow
supports the mainstream AI training tools, runs models efficiently, and
features built-in system for automatic labeling and performance
evaluation. With strong compatibility across the domestic software and
hardware, Extreme Flow provides a unified work flow that helps users
quickly build and launch AI applications, speeding up the adoption of
AI+ solutions across a wide range of industries.
Our AI Visual Language Model forms the core foundational infrastructure for developing AI
solutions. Our Extreme Mart, the algorithm development platform, enables the development and
optimization of AI solutions. Extreme Mart and the AI Visual Language Model serve as our core R&D
infrastructures, as follows:
Core R&D Infrastructures Overview
Extreme Mart .......... Extreme Mart is our open algorithm development platform built for AI
algorithm development. Focusing on computer vision algorithms,
Extreme Mart provides comprehensive infrastructure support for
algorithm development. It offers online programming tools, large model
APIs, training task management, automated testing, hardware
compatibility across various chips, algorithm engineering and more. By
using real-world scenario data, Extreme Mart accelerates algorithm
optimization and improves development efficiency.
AI Visual Language
Model ..............
Our AI Visual Language Model is a large model designed to support a
wide range of AI solutions. It can process different types of inputs,
including short phases, full-text description, images or a mix of text and
images, to handle tasks such as object detection and localization. The
model covers more than 80.0% of common visual perception scenarios
and comes in multiple versions with different parameter sizes. This
flexibility allows it to run on edge devices, such as intelligent robots,
while enabling real-time analysis and a broad understanding of context.
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As of September 30, 2025, our AI computer vision algorithm marketplace had showcased 1,517
algorithms, including 148 self-developed algorithms and 1,369 co-developed algorithms with third-party
developers, covering more than 100 industries. We focus on continuously developing and expanding the
application of AI computer vision solutions. As of September 30, 2025, we have built a global
community of hundreds of thousands of AI algorithm developers and have provided services to more
than 3,000 clients, accumulatively, offering robust infrastructure platforms and a wide range of AI
solutions to help businesses achieve digital transformation. As of September 30, 2025, we had delivered
over 6,000 projects since our establishment, with a product repurchase rate exceeding 80.0%, indicating
the high level of standardization of our solutions and strong market recognition. Since the launch of
large model solutions to the market in 2024, up to the Latest Practicable Date, more than 100 entities
had proactively approached us with specific needs tailored to their business operations, indicating
strong demand of the market and our potential expansion in the large model solutions.
The computer vision solution industry and large model solution industry in which we operate offer
substantial growth opportunities. According to Frost & Sullivan, the market size of emerging enterprise
CV solutions in China grew significantly from RMB2.2 billion in 2020 to RMB11.1 billion in 2024,
representing a CAGR of 49.9%. During the same period, the penetration rate of emerging enterprise CV
solutions also increased from 20.5% to 30.2%. The market is expected to reach RMB97.0 billion by
2029, with a projected CAGR of 54.3% from 2024 to 2029, and the penetration rate is expected to rise
further to 53.2%. In the enterprise large model application solution industry, the market size in China
was RMB5.8 billion in 2024 and is expected to grow to RMB52.7 billion by 2029, with a CAGR of
55.5% during the same period.
During the Track Record Period, we received numerous prestigious honors, including the National
High-Tech Enterprise, the China AI Application Layer Innovation Enterprise, the AI List of
High-Growth Artificial Intelligence Enterprises, the National Little Giant Enterprise, the Forbes China
Newly Emerged Unicorn Enterprise and the WISE New Economy King Annual Enterprise in the
Frontier Technology Field. These recognitions reflect the market’s confidence in our technological
capabilities and growth potential. Additionally, we have actively contributed to the development of
several national and industry standards in the field of computer vision, such as the national standards
on Audio/Video and Image Analysis Algorithm Interfaces (ટɹ ), the
national standards on the Application of Biometric Recognition in Video Systems (तᅄᗆ
Ꮠ͜ ), the industry standards for Large-scale Pre-training Model Technology and
Application Evaluation Methods (جand the Edge Artificial
Intelligence Platform — Technical Requirements and Testing Methods (Ӌձ
ج.)
During the Track Record Period, our revenue increased significantly from RMB101.6 million in
2022 to RMB257.3 million in 2024, representing a CAGR of 59.2%. Supported by our comprehensive
and technology-advanced solutions offering and excellent operational capabilities, we achieved
profitability in 2024. However, we incurred net losses of RMB60.7 million, RMB56.2 million, and
RMB36.3 million in 2022, 2023, and the nine months ended September 30, 2025, respectively.
OUR STRENGTHS
Our Self-developed AI Infrastructure Enables Efficient Algorithm Development and Rapid
Solution Deployment.
We have built an advanced AI infrastructure based on our self-developed full-stack technology
platforms, which covers the entire development lifecycle, including data annotation, algorithm
development, model training, inference deployment and algorithm testing. Our comprehensive platforms
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and toolkits helped us win assignments in the Artificial Intelligence Pioneering Mission (led by the
Ministry of Industry and Information Technology΂ਕ ), vindicating our
advanced technological capabilities and strong innovation capabilities.
General AI Development Infrastructure
Our AI development infrastructure integrates tool engines that significantly lower the barriers to
algorithm development and reduce the time required for the development of customized algorithm. By
adopting standard development processes and leveraging our intelligent collaboration platforms, we are
able to shorten project delivery cycles to just 8-10 weeks from initiation to completion, at a relatively
fast industry level.
We have established one of China’s largest AI developer ecosystems, attracting more than 140,000
third-party developers to register and communicate on our platforms and more than 400,000 followers
from all channels across the internet, up to the Latest Practicable Date. This network spans more than
500 universities and research institutes across the country. We actively engage our developer
community through regular technology seminars, developer conferences and algorithm competitions,
fostering unfaltering innovation and sustainable participation. Our infrastructure provides
comprehensive development tools, allowing developers to focus on algorithm innovation while we
continuously enhance platform capability and performance through insights and feedback from our
broad developer base.
Large Scale Pre-trained Foundation Model
We have developed a high-precision and full-stack visual language foundation model that enables
over 80.0% of visual perception tasks, including object detection and localization, to be completed
through simple text prompts. Leveraging access to a vast amount of training data across more than 100
industries, our model delivers higher accuracy and stronger generalization capacities compared to
competing solutions.
Self-developed Full-cycle Platforms and Toolchains
We have independently developed full-cycle platforms and toolchains that cover the entire AI
solution development process, from data to models, and from models to solutions. Our AI solutions
support cloud, edge and device-level deployment, enabling intelligent development.
Our platforms and toolchains support the development of both computer vision models and large
models. The toolchains include self-developed training and fine-tuning toolkits, highly efficient
inference toolkits, and cross-device training and inference toolkits. Based on our full life-cycle
development platforms and powered technologies such as multi-agent collaboration for large models
and high-accuracy RAG technology, we deliver cost-effective AI solutions for enterprises.
We Consistently Deliver High-performance and Cost-efficient AI solutions to Enterprises.
As an AI provider of infrastructure and solutions in China, we have established a strong position
in both computer vision solutions and large model solutions, driven by our advanced technological
expertise. According to Frost & Sullivan, as a software-centric provider in China’s emerging enterprise
computer vision solution market, we accounted for a 1.6% market share in terms of sales revenue in
2024, demonstrating our ability to commercialize our innovations.
As of September 30, 2025, we have accumulated 1,517 ready-to-deploy and high-performance
algorithms in our AI computer vision algorithm marketplace, including 148 self-developed algorithms
and 1,369 co-developed algorithms with third-party developers, covering more than 100 industries. Our
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algorithms maintain an accuracy rate, which represents how many samples the algorithms correctly
predict out of the total number of samples analyzed, of over 90.0% and can be freely and flexibly
combined and bundled to create customized solutions tailored to specific customer needs. As of
September 30, 2025, we had served more than 3,000 customers, cumulatively.
Powered by our self-developed full-stack toolchains and scalable developer ecosystem, we shorten
the project delivery cycles to just eight to ten weeks placing ourselves at the industry forefront. Our
technical innovation further reinforces our competitiveness in the AI solutions market.
We Have Proven Solid Operational and Financial Performance.
We achieved a CAGR of 59.2% from 2022 to 2024, exceeding industry averages, according to
Frost & Sullivan. Notably, this strong revenue growth was achieved notwithstanding a substantial
reduction in selling and distribution expenses from RMB34.8 million in 2022 to RMB22.3 million in
2024. This reflects our commitment to disciplined financial management and operational efficiency. In
2024, we recorded a net profit of RMB8.7 million.
At the core of our success is our innovative product-centric approach, which seamlessly combines
standard solutions with customized offerings. This dual approach is powered by our robust developer
ecosystem, enabling us to efficiently deliver tailored solutions while continuously iterating and
upgrading standard algorithms. This strategy creates two key competitive advantages. First, it
vigorously improves implementation efficiency through the accumulation and repetitive use of standard
algorithms. Second, it creates strong network effects, as our growing customer base drives down
marginal costs and enhances scalability. Together, these advantages create a self-reinforcing growth
cycle that supports both rapid growth and sustainable profitability.
We reconstruct the entire solution development process and standardize each step with clearly
defined procedures and requirements, including customer needs collection, solution design, research and
development, and delivery. This standardized, process-driven approach enables us to achieve high
operational efficiency and maintain low operating expenses.
Our Customer Base and Pilot Projects Accelerate Market Expansion.
We have built a vast customer base over time, providing significant opportunities for deeper
collaboration with current customers and attracting new customers. As of September 30, 2025, we had
served more than 3,000 customers. Meanwhile, our portfolio of landmark projects reinforces our market
presence. These strengths enable us to rapidly respond to diverse customer needs across various sectors,
maintaining technological edge while driving sustainable business growth and steady market share
expansion. Our customers include industry-leading enterprises, which set benchmarks for other
companies in the sector and drive widespread adoption of our solutions. Our strategic focus on
high-impact implementations has resulted in numerous benchmark-defining projects, including over 20
clients with aggregated engagements valued in the tens of millions of RMB during the Track Record
Period. Our technological capabilities and deep cross-industry synergies have enabled us to build robust
partnerships with leading enterprises in their respective industries. These successful projects not only
validate our market reputation but also significantly boost our brand awareness and customer
acquisition across multiple vertical markets.
Our Growth is Supported by an Excellent Management Team and Strategic Partnerships.
We have a core management team with deep industry insights and strong technical expertise. Our
leaders generally come from top technology companies and world-class universities, including Peking
University, Duke University and the Chinese University of Hong Kong. With over a decade of
experience in the AI field, they have successfully positioned us as an industry prominent player. Our
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shareholder base is dominated by strategic industrial investors, such as China Resources Innovation,
Qualcomm China, Qingdao Financial and Shandong Luhailiandong. These partnerships not only provide
financial backing but also bring substantial advantages in business execution and commercialization
capabilities, ensuring strong support for pilot project development. We have established a R&D team
with global vision through a robust network in Qingdao, Shenzhen, Jinan, Wuxi, Wuhu, Zhuhai, Hong
Kong SAR, Macao SAR and other locations, enabling us to deliver AI solutions across China and
expand globally. This unique combination of talent and strategic industrial investors provides a solid
foundation for our continuous innovation and sustained business growth.
OUR STRATEGIES
Ongoing Enhancement of Infrastructure Platforms and AI Solutions
We remain committed to enhancing our infrastructure platforms and advancing AI solutions
development through continuous investment and innovation. We plan to upgrade our AI Visual
Language Model and launch at least three parameter versions of different scales to address customers’
diverse needs, including: (i) a version with a total parameter count of less than 2 billion, specifically
designed for edge and embedded devices, to satisfy customers’ demand for deploying large models on
edge devices; (ii) a version with a total parameter count of 2~10 billion, a high-performance version for
general scenarios, suitable for deployment on small-scale servers; (iii) a version with a total parameter
count of 10~100 billion, capable of complex content understanding, suitable for deployment on
large-scale computing clusters. We plan to offer richer and more powerful foundation models to
developers on the Extreme Mart, covering object detection, semantic segmentation and key point
detection, to boost algorithm development efficiency. We also plan to add over three intelligent
annotation models to the annotation module of the Extreme Flow, to further improve annotation
efficiency. We will also upgrade large model fine-tuning and evaluation capabilities into the training
module to support a broader set of industry NLP and CV models and enhance its fine-tuning efficiency.
The above plans will help us enhance product competitiveness, expand customer coverage, accelerate
delivery and drive steady revenue growth. By continuously improving our AI Visual Language Model
and our core AI platform capabilities, we maintain a notable position in the industry for developing,
training and deploying AI computer vision solutions and large model solutions. Our self-developed AI
VLM has capabilities (including General VQA and fine-grained grounding) comparable to industry
leaders, with fine-grained grounding — locating image objects via natural language — as its core,
which is critical for industrial applications. Referencing the latest multimodal models, our AI VLM
features an industry-leading architecture. We adopt a progressive training approach to enhance
small-object positioning, achieving superior performance compared to mainstream peers.
Our comprehensive R&D strategy focuses on expanding software and system development
capabilities, attracting top-tier R&D professionals, and scaling up computing power and data resources
to support ongoing technological breakthroughs. We are executing this strategy through four key
initiatives: (i) upgrading the core capabilities of our AI Visual Language Model to provide a solid
technical foundation for all platforms and solutions enhancements; For AI computer vision solutions,
our AI Visual Language Model enables one-click algorithm generation to detect new objects and
anomalies. For large model solutions, upgraded models enhance understanding and reduce
hallucinations when customers fine-tune them using industry and internal databases to develop
proprietary vertical-domain solutions. (ii) enhancing our AI platforms, including substantial
improvements to Extreme Stars, Extreme Flow and Extreme Mart, as well as accelerated development
of new platforms; (iii) adopting a large and small model collaboration architecture and supporting a
wider range of hardware chips, which meets evolving market demands for more cost-effective and
compatible solutions; and (iv) scaling our data resources and computing infrastructure. These strategic
initiatives ensure we maintain our technological edge while driving continuous innovation in AI
technologies.
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Expanding Business by Building a Strengthened Marketing Network
Marketing and sales are essential drivers of our growth. We plan to further strengthen our
marketing network by recruiting additional sales professionals and solution architects, deepening
partnerships with key clients and enhancing brand awareness and visibility.
Recruiting Sales Talents and Solution Architects. We will onboard more sales professionals and
solution architects to promote and sell AI solutions. These professionals will assist customers in
identifying and addressing business challenges, bridging customer needs with our technical capabilities
and designing optimal AI solutions and implementation plans tailored to specific use cases. We will
prioritize candidates with strong technical backgrounds and solid sales experience, making them a core
component of our future talent strategy. This initiative is expected to both deepen relationships with
existing customers and support the acquisition of new customers across diverse industries.
Key Accounts Focus. We prioritize direct engagement with leading enterprises in target industries
(energy, manufacturing, transportation, construction, automotive, etc.). Partnering with top-tier clients
enables us to influence broader industry adoption by setting successful precedents, rapidly replicating
proven application scenarios and streamlining decision-making and solution deployment processes. We
plan to deepen collaborations with key clients while leveraging their industry influence to attract
customers within the same sector. In parallel, we aim to accelerate AI adoption in underpenetrated
industries (low-altitude economy, healthcare and elderly care, agriculture, etc.), thereby expanding our
market reach and scaling our business across new verticals.
Brand Promotion. We plan to enhance brand awareness and reinforce our market position through
a variety of offline marketing initiatives, including airport advertisements in high-traffic locations,
participation in major industry summits to showcase our capabilities and hosting AI algorithm
competitions to engage the developer community and highlight our technological prowess. These efforts
aim to solidify our reputation as a trusted and notable provider of AI solutions, while further increasing
visibility across key markets and industries.
Expanding and Upgrading Our AI Talent Pool
To sustain our technological innovation and maintain our competitive edge, we are strategically
expanding our team of AI professionals. We are actively recruiting top-tier young scientists and
engineers, particularly in computer vision and large model solution development, to further strengthen
our research capabilities and technical advancement. Our established industry leadership, combined
with challenging and impactful development opportunities, create an attractive environment for
attracting and retaining top talents. We also maintain sound partnerships with leading universities and
regularly organize high-profile algorithm competitions, which serve as effective channels to identify
and engage promising AI researchers and developers. For our existing team members, we offer
continuous professional training through advanced research projects, hands-on solution delivery and
specialized training programs tailored to emerging technologies. This comprehensive talent strategy of
combining strategic recruitment, academic collaborations and ongoing skill development ensures we
remain at the forefront of AI innovation while cultivating the next generation of AI leaders. Our
commitment to building an AI team directly supports our mission to deliver breakthrough AI solutions
and maintain long-term technological competitiveness.
Talent recruitment and enhanced research capabilities will support our development of additional
AI solutions, help upgrade our AI Visual Language Model, improve the Extreme Mart, Extreme Stars
and Extreme Flow platforms, and develop new platforms. Our short-term quantitative objectives
include: (i) Upgrading our AI Visual Language Model capabilities and launching at least three
parameter versions to meet diverse business needs; (ii) Upgrading the Extreme Stars and Extreme Agent
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platforms with new versions featuring at least two pre-built agents; (iii) Developing approximately 10
to 20 self-developed algorithms on an annual basis, covering scenarios including drone inspection,
smart retail, etc.
Implementing Our Global Expansion Strategy
We anticipate sustained high growth in AI application solutions globally, presenting significant
opportunities for international development. We are committed to capturing this opportunity in a
prudent and measured manner, subject to market conditions and our business development strategy.
Our international expansion may proceed in stages, including strengthening our presence in Hong
Kong and Macao and exploring selected overseas markets, including Southeast Asia, Europe and North
America. In the first phase, we may establish local branches to strengthen regional operations and to
support early internationalization. In the second phase, we may collaborate with local partners to
develop localized and multilingual solutions tailored to the needs of markets. In the third phase,
through strategic alliances with regional players, we plan to further explore business opportunities in
certain developed markets, subject to regulatory requirements and commercial feasibility. We plan to
collaborate with the China teams of overseas entities to first serve their businesses in China, and then
may support their overseas operations where appropriate. We also plan to cooperate with local
technology enterprises in overseas markets to engage local customers and projects, and provide them
with products and technical services.
Set forth below are examples of key terms of the agreements entered into by us with our local
partners:
(i) Structure: The local partner shall purchase our AI computer vision solutions for re-sale.
(ii) Branding: The local partner shall sell our AI Solutions under its own brand.
(iii) The local partner’s scope: (a) The local partner shall conduct business development, sales
and marketing activities. (b) The local partner shall set up business operations, including but
not limited to establishing an office and product show room, hiring relevant personnel for
marketing and business development, and covering other incidental expenses for business
commencement. (c) The local partner shall timely provide us with market feedback on the AI
Solutions.
(iv) Our scope: (a) We shall support the local partner in local market promotional activities. (b)
We shall provide technical and marketing materials as well as guidance on the local partner’s
business development, sales and marketing activities. (c) We shall provide sales training and
technical training required for marketing, project implementation and after-sales services. (d)
We shall provide the local partner with all versions, including the latest version, of the AI
Solutions meeting customers’ expectations.
(v) Future Collaboration: The local partner and we may explore further forms of cooperation,
subject to applicable laws and mutual agreement.
We may enhance our overseas marketing and service capabilities as appropriate to support our
business development.
According to Frost & Sullivan, it is feasible for Chinese providers, including us, to penetrate
overseas markets including Europe and North America. While some companies have already established
their positions, Chinese providers, by leveraging their accumulated experience in addressing complex,
large-scale deployment scenarios and strong rapid product iteration capabilities, are well-positioned to
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meet the growing global demand for scalable and efficient enterprise CV solutions. In addition, by
establishing localized service networks and cultivating strategic partner ecosystems, they are able to
adapt efficiently to regional regulatory requirements and customer preferences. According to Frost &
Sullivan, the global enterprise CV solution market was RMB149.6 billion in 2024 and is projected to be
RMB505.2 billion in 2029, with a CAGR of 27.6%. The CV solution market in North America and
Europe is expected to grow from RMB56.8 billion and RMB26.9 billion, respectively, in 2024 to
RMB146.5 billion and RMB68.2 billion, respectively, in 2029, representing CAGR of 20.9% and 20.4%
during this period.
Managing our Costs and Improving Operational Efficiency
We have implemented reforms in selling expenses and administrative procurement to strengthen
cost control and operational efficiency.
For selling expenses, we revised the reimbursement model from pure actual reimbursement to
partial reimbursement capped at a proportion of sales performance to boost sales motivation and ensure
reimbursement rationality, and adopted full-process online oversight to reduce irregularities and better
control costs. We also upgraded sales personnel management by optimizing the real-time elimination
mechanism and implementing monthly assessments to promptly replace underperforming staff and
reallocate resources. In the future, the sales capabilities of the sales team will be enhanced through
regular training and other means, and the manpower efficiency of the Group’s sales team will be further
improved by appropriately raising the per capita sales performance targets of sales personnel, so as to
reduce the overall sales expense ratio.
For administrative procurement, we introduced a supplier price comparison mechanism to tighten
control over the price and quality of consumables, and collaborated with the procurement department to
carry out full-chain management for large-value procurement and administrative expenses, so as to
improve budget and risk management efficiency.
Going forward, the Group also plans to develop and deploy agents to support various tasks
including document review and proofreading, operational data analysis, production of promotional
materials, and standardized customer service Q&A, so as to reduce repetitive work and improve
operational efficiency. In addition, automated code writing, which can assist our R&D team in code
generation, completion, upgrading and review, will be used to complete repetitive and standardized
coding work, reduce low-value labor for R&D personnel, and improve manpower efficiency in core
R&D tasks. Meanwhile, the overall operational efficiency of the Group will be optimized by shortening
the development cycle and reducing code error rates.
OUR BUSINESS MODEL
We specialize in delivering AI computer vision solutions and large model solutions to enterprises:
 AI Computer Vision Solutions . We offer standard AI computer vision solutions, customized
AI computer vision solutions and software-defined All-in-One AI solutions.
 Large Model Solutions . We adapt general-purpose large models to meet our customers’
diverse needs by incorporating their industry and operational knowledge. By using advanced
technologies such as multi-agent optimization, RAG and our scenario-based algorithms, we
provide customized large model solutions designed for enterprise professional use.
Leveraging our strong R&D infrastructures, being AI Visual Language Model and Extreme Mart,
we can deliver our solutions through our delivery platforms Extreme Stars and Extreme Flow. Extreme
Stars is our AI algorithm inference and deployment platform. Extreme Flow is our algorithm training
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and management platform. Our AI Visual Language Model forms the core foundational infrastructure
for developing AI solutions. Extreme Mart, our algorithm development platform, enables the
development and optimization of AI solutions.
The following table sets forth a breakdown of our revenue by business segments both in absolute
amount and as a percentage of our total revenue for the periods presented:
For the Y ear Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
(RMB in thousands, except for percentages)
(Unaudited)
AI computer vision solutions .... 101,572 100.0% 127,681 100.0% 195,174 75.9% 79,429 100.0% 111,425 81.8%
Standard AI computer vision
solutions ............ 11,035 10.8% 12,332 9.7% 45,261 17.7% 18,435 23.2% 28,463 20.9%
Customized AI computer vision
solutions ............ 14,600 14.4% 11,252 8.8% 40,487 15.7% 15,994 20.1% 30,744 22.6%
Software-defined All-in-One AI
solutions ............ 75,937 74.8% 104,097 81.5% 109,426 42.5% 45,000 56.7% 52,218 38.3%
Large model solutions ....... ———— 62,122 24.1% — — 24,879 18.2%
Total ................ 101,572 100.0% 127,681 100.0% 257,296 100.0% 79,429 100.0% 136,304 100.0%
The following table sets forth a breakdown of our gross profit and gross profit margin by business
segments for the periods indicated:
For the Y ear Ended December 31, For the Nine Months Ended September 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 in thousands, except for percentages)
AI computer vision solutions .... 31,082 30.6% 33,076 25.9% 89,314 45.8% 31,167 39.2% 52,289 46.9%
Standard AI computer vision
solutions ............ 6,866 62.2% 8,735 70.8% 36,271 80.1% 12,361 67.1% 21,267 74.7%
Customized AI computer vision
solutions ............ 3,261 22.3% 2,725 24.2% 13,834 34.2% 4,712 29.5% 11,945 38.9%
Software-defined All-in-One AI
solutions ............ 20,955 27.6% 21,616 20.8% 39,209 35.8% 14,094 31.3% 19,076 36.5%
Large model solutions ....... ———— 14,165 22.8% — — 8,856 35.6%
Total ................ 31,082 30.6% 33,076 25.9% 103,479 40.2% 31,167 39.2% 61,144 44.9%
Please see “Financial Information — Key Components of Our Consolidated Statements of Profit
or Loss” for breakdowns of our revenue, gross profit, and gross profit margin by: (i) industry, (ii)
customer type, (iii) geographical location, and (iv) solution type for the periods presented.
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--- page 134 ---
OUR SOLUTIONS
AI Computer Vision Solutions
Our AI computer vision solutions are standard AI computer vision solutions, customized AI
computer vision solutions and software-defined All-in-One AI solutions. These three solutions primarily
differ in their scope of components: standard AI computer vision solutions consist solely of standard
components, such as standard algorithms and platforms; customized AI computer vision solutions build
upon such standardized components by incorporating additional customer-specific customization; and
software-defined All-in-One AI solutions further integrate standardized and customized components
with hardware elements for on-site deployment.
The following chart sets forth the functionality/offering, pricing and target customers of our
standard AI computer vision solutions, customized AI computer vision solutions and software-defined
All-in-One AI solutions:
Functionality/Offering Pricing Target Customers
Standard AI
computer
vision solutions ...
 Algorithms: Standard AI computer
vision algorithms (including
self-developed and co-developed)
 Delivery platforms: Extreme Stars,
Extreme Flow
 Standard AI computer vision
algorithms:
licensed on a per-camera or
per-server basis
 Customized AI computer vision
algorithms:
one-time development fee per
customized algorithm
 Standard Platforms:
licensed on a per-platform basis
 Customized Platforms:
a combination of a per-platform
license fee and a one-time
development fee for customized
development
 Related devices:
charge based on the quantity and
value of each specific device
provided
Enterprises, government
authorities and agencies,
research institutions and
universities
Customized AI
computer vision
solutions ......
 Algorithms: Customized AI
computer vision algorithms
(including self-developed and
co-developed, and supplemented
by standard AI computer vision
algorithms as needed)
 Delivery platforms: Extreme Stars
(with customized functionality as
required),
Extreme Flow (with customized
functionality as required)
Software-defined
All-in-One AI
solutions ......
 Algorithms: Customized AI
computer vision algorithms
(including self-developed and
co-developed, and supplemented
by standard AI computer vision
algorithms as needed)
 Delivery platforms: Extreme Stars
(with customized functionality as
required), Extreme Flow (with
customized functionality as
required)
 Related devices
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--- page 135 ---
The use of algorithms through our delivery platforms requires access to our platforms, and
therefore a platform license fee is charged in all cases. In the majority of contracts, such platform
license fee is separately stated in addition to the relevant algorithm fees. In a limited number of cases,
the platform license fee is incorporated into the overall contract price and not presented as a separate
line item, although it remains part of the commercial consideration charged to the customer.
Standard AI Computer Vision Solutions
Our standard AI computer vision solutions comprise standard AI computer vision algorithms,
Extreme Stars and Extreme Flow.
For standard AI computer vision algorithms, we select the appropriate algorithms from our
marketplace and deliver them to our customers directly. As of September 30, 2025, we have
accumulated a portfolio of 1,517 ready-to-deploy algorithms including 148 self-developed algorithms
and 1,369 co-developed algorithms with third-party developers:
 Algorithms for Fuel Unloading at Oil Stations : including oil tanker detection, tanker truck
hose connection detection, oil tanker stabilization detection, unauthorized vehicle intrusion
detection, static electricity discharge detection and proper placement of fire extinguishers
detection;
 Algorithms for Belt Conveyor Monitoring : including belt tear detection, belt misalignment
detection, uneven material distribution detection, abnormal material detection, discharge port
blockage detection and material spillage detection;
 Algorithms for Water & Lake Management : including drone-based water pollution
detection, floating object detection, ship intrusion detection, water color detection, shoreside
garbage detection, personnel falling into water detection and ship traffic counting;
 Algorithms for Smart City : including pavement occupancy detection, street garbage
detection, road water logging detection, construction waste truck detection, missing manhole
cover detection, bare soil detection and emergency lane parking detection.
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--- page 136 ---
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For details on Extreme Stars and Extreme Flow, please see “Business — Our Delivery Platforms
— Extreme Stars” and “Business — Our Delivery Platforms — Extreme Flow”.
The following chart illustrates the workflow of our standard AI computer vision solutions:
The Business Flow Chart — Standard AI Computer Vision Solutions
Customer The Company Developer
Market Research and Solution
Design
Platform & Algorithm Development,
Data Collection/Annotation
Platform Testing, Algorithm
Testing
Solution Launch and Marketing
Solution Iteration and
Optimization
Standard Algorithm
Development
Customer Pilot Project
Validation
Scaled Solution Promotion and
Application
Continuous Optimization and
Upgrading of Standard
Algorithm
Formal Project Delivery
Routine Solution
Application Operation & Maintenance
and After-Sales Services
Continuous
Optimization
Initial Version Development:
8~12 weeks
Parallel
Processing: 4~8
weeksInitial Version
Development: 2~3 weeks
Ongoing
Ongoing
Ongoing
Ongoing
2~4 weeks
Ongoing
Data is self -
simulated and
collected by us
Data is self -
simulated by us
 or  provided by
customers
The solution is deployed on the
customer’s local computing device;
the platform’s video/image inputs
are sourced from the customer’s
CCTV monitoring system
Customized AI Computer Vision Solutions
Based on enterprises’ business needs and specific requirements, we also provide customized AI
computer vision solutions tailored to their unique application scenarios.
BUSINESS
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For example, a biomedical company approached us for a customized computer vision solution to
support its vaccine production, where the virus inactivator addition process was a critical step. Ensuring
strict compliance at this stage was essential to guarantee vaccine safety, effectiveness and regulatory
conformity. We then developed a series of customized computer vision algorithms tailored to this
company to meet its specific requirements. The customized algorithms included V-sign gesture
recognition for procedural signaling, protective suit and face mask compliance detection,
positive-pressure respirator recognition, real-time status tracking of tube connection machines and
isolation valves, tube connection procedure verification and culture medium shaking detection.
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ᗆй
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g Detection
Software-Defined All-in-One AI Solutions
Our software-defined All-in-One AI solutions include standard and customized computer vision
algorithms, delivery platforms (Extreme Stars or Extreme Flow, with customized functionality as
required), customized software and related services and devices to provide easy-to-use and ready-to-use
one-stop AI solutions.
For example, a manufacturing company approached us for an All-in-One AI solution to enhance
its safety management system using computer vision technology across its 30 factories. The
software-defined All-in-One AI solution included standard algorithms such as safety helmet detection,
customized algorithms such as over-limit material storage detection, a customized delivery platform
designed to meet the requirements of both the EHS system and the company’s management system, and
devices such as audiovisual alarm to enhance on-site safety responsiveness.
In our software-defined all-in-one AI solutions, we provide hardware products as part of the
integrated solution based on customer needs. These hardware products include cameras, alarms,
mainframes and servers, storage devices, GPUs and network equipment. For example, since many of
our solutions are primarily related to visual recognition, cameras are widely deployed as part of the
solutions. In some cases, alarms are also integrated to enable early warnings of potential noncompliance
when our solutions detect such issues. In addition, to facilitate customer system configuration and
ensure the smooth and successful operation of our solutions, we also provide mainframes, GPUs and
other network equipment as needed. We only provide these hardware products when they are essential
to the implementation of our solutions and required by customer needs. These hardware products form
an integral part of our AI solutions, and we do not offer them separately without integration with our AI
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solutions. During the Track Record Period, the average revenue generated from hardware sales per year
accounted for less than a quarter of the average revenue from our software-defined All-in-One AI
solutions per year.
The following chart illustrates the workflow of our customized AI computer vision solutions and
software-defined All-in-One AI solutions:
The Business Flow Chart — Customized AI Computer Vision Solutions and Software-Defined
All-in-One AI Solutions
/
CCTV
Customer The Company Supplier/Developer Note
Requirements Analysis and
Solution Design
Platform & Algorithm
Development, Data Annotation
Integrated Platform & Algorithm &
Hardware-Software Testing
Formal Project Launch and
Delivery
Solution Iteration and
Optimization
Customized Algorithm Development,
Third-Party Hardware/Software
Supply (If Any)
Solution Launch &
Trial Run
Formal Project Acceptance
Customized Algorithm
Iteration and Optimization
Routine Solution
Application
Operation & Maintenance
and After-Sales Services
Requirements Clarification
and Solution Confirmation
Data Collection
1~2 weeks
4~6 weeks
1~2 weeks
1 week
2~6 weeks
1~2 weeks
Ongoing
Parallel
Processing:
2~6 weeks
2~6 weeks
3~6 weeks
1 week
1~2 weeks
4~12 weeks
Data required for
customized
algorithm  provided
by the customer
Data required for
customized
algorithm  provided
by the customer
The solution is deployed on the
customer’s local computing device; the
platform’s video/image inputs are
sourced from the customer’s CCTV
monitoring system The synergy with developer not only
enhances our development
capabilities but also underscores the
critical role of partnership in
delivering flexible, high-impact
algorithmic solutions.
Note: Developers refer to professionals engaged in computer vision algorithm development on our Platform. Suppliers refer to
manufacturers or providers offering hardware products, data services, or other products and services. Our algorithms are
either solely developed by ourselves or co-developed by third-party developers and us. Given the co-developed algorithms
are normally supplemental and for cost-effective consideration, we do not have any material reliance on them.
We adopt a structured and standardized delivery process for our customized AI computer vision
solutions and software-defined All-in-One AI solutions, while retaining flexibility to address
customer-specific requirements. Our delivery process generally comprises the following stages: (i)
requirement analysis and solution planning, during which we communicate with customers to
understand their operational needs and confirm the overall solution architecture; (ii) platform &
algorithm development and data annotation, where we leverage our algorithm library to select
standardized algorithms and, through our internal and cooperative R&D capabilities, develop
customized algorithms and platform functionalities as required. We also collect and process relevant
operational data provided by customers, including business workflows and scenario-specific
information, to support solution customization and performance enhancement; (iii) integration and
testing, under which we integrate platforms and algorithms and, where applicable, coordinate hardware
components to ensure compatibility and stable performance; (iv) formal project launch and delivery,
including on-site deployment and system configuration through our delivery platforms, under which the
developed solutions are embedded into our delivery platforms and provided to customers by software
licensing. Customers install and deploy our delivery platforms within their systems and access the
integrated solutions through such platforms; (v) solution iteration and optimization, during which we
conduct pilot operations and iterative adjustments to enhance performance and operational
effectiveness; (vi) formal project acceptance, pursuant to which system testing is conducted in
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accordance with agreed specifications and the customer performs formal acceptance procedures; and
(vii) operation and maintenance and after-sales services, where we provide warranty services and
ongoing technical support.
We acquire customers for our AI computer vision solutions through multiple channels, including
 Direct sales . Our sales team researches potential customers, proactively reaches out to them
showcases our solutions to address their business needs.
 Lead ads . We conduct various marketing activities to attract customers, including online
search engine advertising, official account and video channel operations, as well as offline
exhibitions and industry events.
 Customer Referrals . Leveraging our strong reputation and proven solutions, we receive
introductions to potential customers from existing clients, ecosystem partners, investors and
other business contacts.
Large Model Solutions
Our large model solution helps enterprise customers use large language models in their daily
business operations in a safe, controllable and practical way.
Rather than developing large models from scratch, we adapt and integrate general-purpose large
models into enterprise-specific systems that can understand the customer’s own data, follow their
internal rules and workflows, and deliver task-oriented outputs for real business scenarios. In simple
terms, we help customers turn a general AI model into a “company-specific AI assistant” that works
with their internal documents, systems and processes.
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In the area of large model solutions, we focus on adapting general-purpose large models for
enterprise use by integrating them with customers’ business scenarios, internal data and operational
workflows. We provide end-to-end services covering solution design, model adaptation, enterprise
knowledge base construction, application development, deployment and ongoing optimization. By
leveraging technologies such as RAG, multi-agent collaboration and scenario-based algorithms, we
enable large models to retrieve relevant customer-specific information, follow predefined business rules
and deliver task-oriented outputs for practical business applications. Our solutions are designed to
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operate within enterprise-approved environments, with an emphasis on stability, controllability and data
security, allowing customers to deploy large model solutions in an efficient and reliable manner to
support their daily operations and decision-making processes.
Specifically, under our large model solution, we typically provide the following services as an
integrated package:
 Business scenario analysis and solution design . We work with customers to identify
specific business scenarios where large models can improve efficiency, such as document
review, internal knowledge search, customer support, compliance checking or operational
reporting. Based on these scenarios, we design a solution architecture tailored to the
customer’s business processes.
 Model adaptation and configuration . We adapt general-purpose large models by tailoring
them for enterprise use, linking them with customer-specific data sources and business
scenarios, and enabling the models to support practical applications that may involve
operational context or visual information, instead of being limited to standalone text
responses.
 Enterprise knowledge base construction . We help customers organize their internal
materials (such as manuals, contracts, technical documents or operational guidelines) into
structured knowledge bases. This allows the large model to retrieve relevant information
before generating responses, reducing hallucinations and improving accuracy.
 Application development and deployment . We deploy the adapted large model as practical
applications, such as internal chatbots, intelligent assistants or workflow tools, which can be
accessed by employees through existing enterprise systems.
 Ongoing optimization and support . After deployment, we provide model performance
monitoring, usage optimization and updates to ensure the solution remains aligned with
changes in the customer’s business needs.
In the rail transit sector, we have deployed a large model solution to support the optimization of
existing operational workflows. Under the traditional process, when a malfunction occurs in the power
supply system, the handling process typically involves seven sequential modules, including malfunction
notification, diagnosis, preliminary handling, record creation, work order processing, on-site operations
and post-processing, with the overall process usually taking more than ten hours to complete. Based on
the customer’s operational workflow, we designed and developed multiple intelligent agents and
integrated them with the customer’s internal operation and maintenance systems and knowledge base.
Through such integration, the solution is able to support automated coordination across key steps,
including malfunction notification, preliminary diagnosis and solution recommendation, while
concurrently completing malfunction record creation and work order preparation. As a result, the
original seven modules are consolidated into three core workflow stages, and the overall handling time
is reduced to within approximately three hours.
For a case study relating to our large model solutions, please see “— A Leading Automobile
Manufacturing and Sales Retailer.”
By integrating our robust and versatile infrastructure, platform capabilities and optimized
toolchains, we provide user-friendly AI agents and comprehensive intelligent systems to enterprises.
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We have accumulated long-term technical expertise and practical experience in the AI solutions
business through the development and commercialization of AI computer vision solutions, and have
established core AI capabilities, including scenario-based algorithms, multi-agent optimization and
system-level optimization, as well as experience in deploying AI solutions across diverse industry
scenarios. Building on this solid technical foundation, established R&D capabilities and
commercialization experience, we have expanded our AI solutions portfolio to include large model
solutions. These solutions leverage the same underlying technical capabilities and solution design
principles as our existing offerings, while extending our applications from primarily computer vision
focused use cases to broader and multi-modal AI applications. Computer vision is a key branch of
artificial intelligence, and advances in AI technologies accelerated significantly in 2024. In response to
these industry developments and evolving customer needs, we expanded our offerings accordingly. As a
result, our large model solutions represent a natural extension and enhancement of our existing AI
solutions portfolio, rather than a standalone or unrelated business line.
The target customers for our large model solutions are largely the same as those for our AI
computer vision solutions, mainly traditional enterprises across various industries, government
authorities, and research institutions with demand for AI solutions. We primarily seek customers for our
large model solutions through the following channels:
 Conversion of existing customers . We identify large model solution needs among customers
who have previously purchased or engaged with our AI computer vision solutions, and
provide them with tailored large model solutions.
 Promotion activities. Through marketing and promotional channels, potential customers gain
an understanding of our capabilities in large model solutions and approach us for customized
services.
 Customer referrals. Leveraging our strong reputation and growing influence in the industry,
existing customers, partners and other stakeholders often introduce us to potential customers
by word of mouth.
Our large model solutions were able to secure sizable projects and generate related revenue
immediately upon their launch in 2024, primarily due to (i) industry-wide market readiness. From an
industry perspective, 2023 marked a breakthrough year for open-source large model technologies, which
significantly improved model performance and raised market awareness of their commercial value. As a
result, companies across multiple industries only began to actively develop and adopt
large-model-based AI solutions starting in 2024, creating concentrated demand for such solutions in that
year, including us; (ii) brand influence. To capture this emerging market opportunity, we launched
targeted marketing and promotional activities in early 2024. These initiatives enhanced customer trust
and significantly shortened the sales cycle, which contributed to the rapid growth in revenue from large
model solutions since our launch; (iii) our accumulated technologies and R&D capabilities from years
of research and development efforts. We had already invested in the related research and development
technologies of large model solutions for several years before the official launch in the second half of
2024. For example, we started developing technologies such as parallel training and support for
transformer operators as early as 2022. These accumulated capabilities enabled us to quickly launch
solutions that meet customer needs. and (iv) strong demand from customers. Since the second half of
2022, some customers had already approached us with their needs for large model solutions, consulting
us on related technologies and expressing their intention to cooperate. The conversion rate of our large
model solution customers from initial consulting to signing formal contract with us was approximately
7.0%.
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The following chart illustrates the workflow of our large model solutions:
The Business Flow Chart — Large Model Solutions
Customer The Company Supplier/Developer
The solution is deployed on the customer’s local
computing device; platform & agent integration
with customer’s business or management systems
Requirements Analysis and
Solution Co-Creation
Large Model Fine-Tuning and
Platform & Agent Development
Comprehensive Solution Testing
Formal Project Launch and
Delivery
Solution Iteration and
Optimization
Third-Party Software
Supply (if any)
Solution Launch &
Trial Run
Formal Project Acceptance
Routine Solution
Application
Operation & Maintenance
and After-Sales Services
Requirements Clarification
and Solution Co-Creation
Knowledge Base and
Business Process Mapping
6~12 weeks
4~8 weeks
1~2 weeks
1 week
2~4 weeks
1~2 weeks
Ongoing
6~12 weeks
1 week
Concurrent Execution
with the Previous Phase
4~12 weeks
Business Strategies for Large Model Solution
As our large model solutions are currently at an early stage of development, we intend to steadily
enhance their commercialization through a structured and disciplined strategic approach. Our strategy is
centered on key customer engagement, vertical specialization, and precision marketing initiatives, as
described below.
 Selective customer strategy — direct key accounts . We adopt a selective customer
engagement approach and primarily focus on direct key account (“ KA”) customers. We
prioritize large enterprise customers with clear digital transformation objectives, sufficient
budget allocation and strong implementation capability. Through direct engagement with key
accounts, we seek to establish long-term strategic relationships and refine our vertical large
model solutions through real-world deployment experience. This engagement model enables
us to maintain solution quality control, strengthen brand positioning and improve average
contract value.
 Focus on vertical industries and customized vertical models . We focus on selected
capital-intensive industries where digital transformation budgets are substantial and AI
adoption demand is clear and sustainable, particularly transportation, energy and
manufacturing. Our strategy is to develop industry-specific large models tailored to the
operational characteristics and business workflows of customers in these sectors. Rather than
offering generic model solutions, we concentrate on high-value use cases within these
industries to enhance commercial impact and solution differentiation. By deepening our
industry expertise and accumulating reusable implementation experience, we improve
delivery efficiency, strengthen solution standardization and support long-term customer
relationships
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 Sales and marketing strategy. To enhance market recognition and accelerate
commercialization of our large model solutions, we implement precision sales and marketing
initiatives. These initiatives include participation in industry exhibitions and technology
summits, public speaking engagements, strategic cooperation announcements and industry
award recognition. We plan to participate in professional conferences, such as the China
Large Model Technology Summit (ChinaLLM), and to showcase our large model solutions at
major industry events where our target customers are concentrated. We also intend to
collaborate with professional academic and industry institutions, such as the China Society
of Image and Graphics, to conduct technical discussions relating to large model
technologies.
Competitive Advantages of Our Solutions
The following table sets forth our competitive advantages relative to our competitors:
Comparison aspect Our solutions Competitors’ solutions Analysis
Pricing ....... During the Track Record Period,
the average project fee for our
AI computer vision solutions
was approximately RMB0.5
million per project, while the
average project fee for our
large model solutions was
approximately RMB14.5
million per project. Actual
project fees very depending on
scope and customization
requirements.
Competitors’ pricing for
comparable solutions is
generally higher, reflecting
higher development and
delivery costs.
Our pricing advantage is
supported by our standardized
platforms and reusable
algorithms, which reduce R&D
costs on a per-project basis.
Service features . We provide fully customized
solutions with short
development cycles, typically
within 8–10 weeks, and offer
end-to-end delivery and
deployment.
Solutions are generally more
standardized. Certain
competitors do not provide
end-to-end deployment
services, requiring customers
to undertake part of the
deployment process internally.
Our accumulated algorithm
library and standardized
development procedures enable
shorter development cycles
while maintaining
customization flexibility.
Technological
advancement ..
Our solutions reflect
technological advancement
through their ability to be
deployed and operated in
complex enterprise
environments. They have
undergone proof-of-concept
testing and multi-round
optimization using real
operational data, demonstrating
practical deployment readiness.
Some competitors focus
primarily on standalone model
performance or
laboratory-based testing, with
limited experience in
experimental evaluations or
deep integration with
customers’ existing operational
systems.
Our focus on deployment
maturity and scalability, rather
than theoretical model
performance, supports stable
operation and repeatable
deployment of solutions in
real-world enterprise use cases.
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Comparison aspect Our solutions Competitors’ solutions Analysis
Solution
accuracy rates .
Under customer-defined
scenarios and acceptance
criteria, our solutions typically
achieve accuracy rates of
above 90%, based on internal
testing and customer
acceptance results.
Competitors’ reported accuracy
rates, where available, are
generally within the range of
65% to 95% under comparable
evaluations.
Our solutions’ high accuracy
rates reflect the solutions’
suitability for practical
enterprise applications, as well
as their ability to deliver
stable and repeatable
performance across
deployments, supporting
reliable use in real-world
operational environments.
Cost-control
capabilities ...
Benefits from a collaborative
developer ecosystem, enabling
co-development of algorithms
and solutions with external
developers, which helps
control R&D costs and
improve resource utilization
efficiency.
Competitors typically maintain
larger in-house R&D teams,
resulting in higher fixed
personnel and operational
costs.
Our R&D model reduces fixed
cost burdens and supports
scalable cost control as
business volume grows.
Diversified
offerings ....
Offers a broad range of
scenario-based solutions
supported by a portfolio of
1,517 algorithms, including
148 self-developed algorithms
and 1,369 co-developed
algorithms with third-party
developers, covering diverse
application scenarios across
multiple industries, with
solutions tailored to
customer-specific operational
needs.
Many competitors focus on a
more limited number of
application scenarios or rely
on fewer reusable algorithm
components, resulting in
narrower solution coverage.
Our extensive library of
scenario-based algorithms
enables rapid adaptation to
different customer use cases
and supports diversified
offerings without
proportionally increasing
development costs.
OUR DELIVERY PLATFORMS
Extreme Stars
Extreme Stars is an AI algorithm inference and deployment platform that helps businesses quickly
build and deploy AI solutions. It is built around our advanced AI Visual Language Model and brings
together a wide range of ready-to-use vision algorithms and intelligent services. Users can create and
launch models with just one click by using simple, natural language instructions. The platform also
features an extensive algorithm marketplace, along with smart Q&A tools and intelligent data search
capabilities, making it easier to develop and apply AI solutions. Our platform brings together different
algorithms into one system, makes them easy to combine and adjust, allows quick setup and use,
connects smoothly with other systems, and applies them smartly to a wide range of business scenarios.
Extreme Stars is primarily characterized by the following advantages:
 Powered by Our AI Visual Language Model . Extreme Stars is built on our AI Visual
Language Model, enabling customers to generate models using single-sentence natural
language instruction. This also supports precise scenario definition.
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 Seamless Access to Algorithms . Integrated with our algorithm marketplace, Extreme Stars
provides instant access to a wide range of ready-to-use algorithms that can be easily
deployed via API.
 A Built-in Enterprise-grade AI Assistant . Extreme Stars features a built-in enterprise-grade
AI assistant that supports customizable Q&A and intelligent data search, helping businesses
manage information more efficiently.
 Flexible Combination of Algorithms . Our algorithms can be freely and flexibly combined
and bundled to build customized solutions tailored to specific businesses requirements.
Extreme Stars enables customers to apply and manage algorithms for deploying our computer
vision solutions. For example, after engineers completing algorithm development and packaging on our
Extreme Mart, we license the algorithms to customers. Customers can then deploy Extreme Stars on
their local servers or other computing devices and complete a series of setup steps, including
connecting cameras, activating algorithm licenses, defining analysis areas and configuring alert
parameters, to utilize our AI computer vision solutions effectively.
Extreme Flow
Extreme Flow is a private AI middleware platform designed for large enterprises, government
agencies and academic research institutions. It manages the entire AI model life cycle, covering data
processing, algorithm development, fine-tuning and application deployment. Extreme Flow supports the
mainstream AI training tools, runs models efficiently, and features built-in system for automatic
labeling and performance evaluation. With strong compatibility across the domestic software and
hardware, Extreme Flow provides a unified work flow that helps users quickly build and launch AI
applications, speeding up the adoption of AI+ solutions across a wide range of industries.
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Extreme Flow is primarily characterized by the following advantages:
 End-to-end Work Flow Coverage . Extreme Flow is an end-to-end development and
management platform that covers the entire workflow, including development, deployment,
integration and management.
 Integration with Training Frameworks, Approaches and Engines . The Extreme Flow
integrates mainstream training frameworks, such as HuggingFace Transformers, LLAMA
Factory, supports flexible fine-tuning approaches, such as Lora, QLora and incorporates
high-efficiency inference engines, such as vLLM.
 A Built-in Model Gallery . The Extreme Flow provides a comprehensive model gallery
featuring more than 60 pre-installed mainstream models and more than 120 model versions
with varying parameters. It also supports integration with third-party models through open
interfaces.
 Advanced Model Fine-tuning Capacities . The Extreme Flow provides large model
fine-tuning capabilities that enable rapid customization of AI solutions for diverse
application scenarios. Extreme Flow supports multimodal fine-tuning across both text and
image tasks, offering flexible development approaches including online coding and low-code
development approaches to accommodate users of varying technical backgrounds. The
fine-tuning process features real-time visualization tools to monitor training performance and
progress, along with intelligent resource scheduling to optimize computing efficiency.
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Extreme Flow enables customers to independently develop, apply and manage algorithms or large
models, supporting the deployment of our solutions. Building on the capabilities of our Extreme Mart,
Extreme Flow offers enhanced features such as secure management for private deployment and large
model fine-tuning. It is particularly well-suited for large enterprises, government agencies, research
institutions and universities with in-house algorithm development capabilities.
For example, in our project with a university (as described below), we delivered and deployed our
solutions through Extreme Flow with customized functions integrated into the university’s system. By
simply accessing the Extreme Flow platform, the university can utilize our solutions, including
exploring a virtual city scenario to develop and apply algorithms for improving city governance.
Algorithms need to run on platforms. Accordingly, we deliver our AI solutions through our
delivery platforms, i.e. Extreme Stars and Extreme Flow. Specifically, our AI computer vision solutions
are delivered through either Extreme Stars or Extreme Flow, depending on the scale of the project and
the specific requirements of the customer. For large-scale projects (with contract value more than
RMB1.0 million), customers typically have substantial proprietary data resources, adequate computing
infrastructure and, in some cases, their own in-house algorithm development teams. These customers
usually plan to develop customized algorithms at their headquarters using their own data and
subsequently deploy such algorithms across multiple factories or offices. In such cases, delivery is
typically conducted through Extreme Flow, as it supports the full process from large-scale data
processing and algorithm development to deployment and ongoing management across multiple
locations. For small- to medium-sized projects (with contract value less than RMB1.0 million),
customers typically procure ready-to-use algorithms for direct application, without engaging in
independent algorithm development or large-scale data processing. In these circumstances, delivery is
typically conducted through Extreme Stars, which enables quick deployment and streamlined
management of algorithms for practical AI implementation. The selection of the relevant platform is
ultimately determined by the customer based on its project scale and specific requirements. Our large
model solutions are delivered exclusively through Extreme Flow. Extreme Stars and Extreme Flow
serve customers with different levels of AI development capabilities. Extreme Stars is primarily used by
customers, without in-house professional AI teams, to deploy and operate externally procured
algorithms and solutions in their business environments. In contrast, Extreme Flow is designed for
customers with in-house AI algorithm engineers to conduct algorithm development, data annotation,
model training and optimization on the platform. By installing our platforms and/or deploying the
responding solutions, as needed, enterprises can apply our solutions seamlessly.
In most cases, we provide customers with a comprehensive, end-to-end solution that integrates our
algorithms with our delivery platforms. However, in limited instances, certain clients may seek to
utilize our platforms’ robust functionalities on a decoupled basis. For example, certain customers may
prefer using our Extreme Flow platform to train AI algorithms by themselves, and has no need to
purchase algorithms from us. Accordingly, under very few circumstances, we also directly sell Extreme
Stars and Extreme Flow on a standalone basis to our customers to allow them use the capabilities in the
platforms. Our Extreme Stars platform provides robust algorithm management capabilities and is not
limited to algorithms developed by us. Extreme Stars supports the import, installation, configuration,
scheduling and monitoring of algorithms developed by third-party providers. Customers purchased
algorithms from other providers require a centralized system to manage these algorithms. As a result,
we offer Extreme Stars as a standalone product, as it provides independent management functions of
externally procured algorithms. Similarly, our Extreme Flow platform supports algorithm development
and enables the management of local large models and algorithms. Customers with in-house algorithm
teams can use Extreme Flow to develop, optimize and manage their own algorithms or large models on
the platform. We therefore also sell Extreme Flow as a standalone product given its independent
management and development capabilities of algorithms and models.
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We sell Extreme Stars and Extreme Flow on a standalone basis primarily to meet customers’
operational and development needs and to foster and maintain ongoing cooperation with our customers.
The reference to “sell” here means that customers are granted a software license to use the platforms.
Upon purchase, customers are granted a perpetual right to use the then-current version of the platforms.
We retain all intellectual property rights in these two platforms, and such rights do not transfer to
customers under the licensing arrangement, nor does the license impair our right to continue using,
developing or commercializing the platforms. Standalone sales of Extreme Stars and Extreme Flow are
generally charged on a one-off basis at fixed prices. The final contract amount may differ as a result of
commercial negotiations. Offering these platforms independently allows us to support such customers’
existing technical ecosystems and establish long-term collaborative relationships, which may create
opportunities for expanded solution engagements over time. When Extreme Stars and Extreme Flow are
sold on a standalone basis, only their standardized versions are offered, without additional customized
development. As a result, such standalone sales of Extreme Stars and Extreme Flow are categorized
under our standard AI computer vision solutions, and their sales model is generally consistent with that
of our standard AI computer vision solutions. Fee under per-platform basis of such standalone sales
refers to a one-time license fee charged for the standard version of the relevant platform. Revenue
generated from these standalone sales was recognized within our standard AI computer vision solutions.
During the Track Record Period, such revenue amounted to approximately nil, RMB6.2 million,
RMB3.6 million and nil in 2022, 2023, 2024 and the nine months ended 30 September 2025,
respectively.
The following chart illustrates our fund flows of our business:
The Transaction Fund Flow Chart
Customer The Company Supplier/Developer
Solution Finalization, Contract
Signing
Solution Development & Testing
Formal Solution Launch and
Delivery
Solution Trial Run & Iteration and
Optimization
Formal Solution Acceptance
Warranty Service Expiration
Advance Payment
Interim Payment
Operation & Maintenance
and After-Sales Services
Acceptance
Payment
Warranty Payment
Advance Payment
Acceptance
Payment
Final Payment
Revenue and
costs recognition1
Revenue and
costs recognition1
Note: 1. Revenue and costs for standard and customized AI computer vision solutions are recognized and transferred at the point of customer acceptance; the primary deliverables of software-defined All-in-One AI solutions and
large model solutions (including AI software, large-model training and development, Agent platform and tool development, software-hardware integrated products, supporting infrastructure and standard warranty services) are
deemed as a separate performance obligation, with revenue and costs recognized and transferred at the point of customer acceptance; and additional services (such as management and operational services, extended maintenance
and upgrade services) are deemed as a separate performance obligation, with revenue recognized and costs transferred in instalments based on the progress of performance.
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CASE STUDIES
Beer Company
To address longstanding challenges in traditional safety management, such as visual blind spots,
inefficient manual inspections and difficulty in tracking operational violations, we conducted in-depth
field research to identify key operational pain points and assess specific requirements of the beer
company. Based on this analysis, we developed a cloud-edge-device integrated EHS+AI intelligent
monitoring and management hub covering the beer company’s entire production process, including:
 AI Intelligent Monitoring and Management Hub : The solution integrated with various
operational scenarios to provide real-time intelligent video monitoring of personnel behavior,
safety attire compliance and potential environmental hazards. Covering both fixed and
mobile monitoring zones, we deployed a comprehensive suite of algorithms that detect 25
distinct safety and compliance scenarios, including safety belt usage, goggle-wearing
compliance, unauthorized access to restricted areas and over-limit material storage. These
capabilities enabled automated, precise and continuous factory safety monitoring,
significantly improving staff compliance and reducing overall safety risks.
 EHS System Integration : Our solution seamlessly connected with EHS and enterprise
management systems, automatically sending alerts to responsible personnel and triggering
on-site warning devices for rapid response. Following corrective actions, our solution
supported operation feedback submission and closed-loop incident handling, transforming
safety management from passive supervision to proactive and standardized monitoring. This
ensured real-time risk alerts, continuous in-process supervision and traceable post-incident
reviews.
China Everbright Environmental Energy
Following extensive on-site inspections and needs assessments, we successfully deployed our
smart security management solution for China Everbright Environmental Energy. The solution
integrated nearly 30 computer vision algorithms tailored for safety control across waste-to-energy plant
operations. It enabled real-time identification of personnel operational risks and environmental hazards,
with detection results centrally displayed on the intelligent monitoring platform.
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Our solution enabled real-time, intelligent safety monitoring across diverse high-risk operational
scenarios. Key capabilities include:
 Personal Protective Gear & Behavior Monitoring . Our solution automatically detected
properly equipped personnel, identified unauthorized absences and monitored crowd density
in sensitive areas. For confined space operations, our solution verified the correct use of
specialized protective gear, significantly reducing reliance on manual oversight and
preventing accidents due to personal protective equipment non-compliance.
 Burning Zone Operations Compliance . To mitigate fire and explosion hazards during
burning, cutting and other high-risk activities, our solution enforced strict compliance with
burning zone protocols. It verified that only certified personnel and supervisors were present
at the work site, ensured oxygen cylinders were placed safely and securely, confirmed the
availability and correct positioning of fire extinguishers and triggered real-time alerts in the
event of any safety breach, enabling immediate corrective action.
 Unloading Platform Safety Management . Our solution enhanced safety in high-risk
unloading zones by monitoring critical procedures in real time. It verified whether trucks
were securely locked before unloading begins and detected unauthorized personnel entering
restricted areas. The system ensured that workers were wearing safety belts when operating
on elevated platforms and triggered alerts if drivers remained inside vehicles during
unloading, a major safety violation in waste processing operations.
 Equipment & Environmental Hazard Detection . Our solution continuously scanned for
equipment malfunctions and environmental hazards, including scaffolding inspection tag
verification to prevent unsafe usage, detection of material blockages, ash leaks and conveyor
belt failures and identification of potential fire hazards (flames and smoke), water
accumulation and waste spillage from vehicles. By providing real-time alerts on these risks,
our solution ensured uninterrupted operations while significantly reducing workplace
accidents and environmental incidents.
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Our solution, deployed at China Everbright Environmental Energy had transformed traditional,
reactive safety measures into a proactive, automated and data-driven risk prevention system, effectively
ensuring regulatory compliance and safeguarding both personnel and facility operations.
An University
We partnered with an university to establish the Artificial Intelligence Comprehensive Practice
Center, deploying our Extreme Flow to support AI education and talent cultivation in the smart city
sector. The collaboration addressed the rising demand for AI professionals and contributed to the
broader advancement of AI in China. Key features of the platform include:
 Comprehensive Capabilities and a User-Friendly Interface . Our AI practice platform
provided end-to-end support for the entire algorithm development lifecycle, including data
processing, algorithm development, algorithm inference, course instruction and teaching
management. With a highly intuitive interface, our platform enabled teachers to efficiently
design different learning tasks based on students’ academic backgrounds and course
objectives. This shifted education from theoretical learning to learning through practice,
empowering teachers and students to engage in hands-on experiments, model training and
real-world projects.
 Extensive Built-In Algorithm Library and Custom Resource Uploads . Our platform was
preloaded with extensive algorithm packages, including 8 deep learning algorithms, 8
machine learning algorithms and 20 industry-level algorithms tailored for smart city
applications. Each algorithm package included source code, basic environment
configurations, development frameworks and sample images, providing a complete
foundational toolkit for learning and experimentation. Teachers could upload their own
resources and assign algorithm package or resources as an experimental task with just one
click. Students can then access the development environment directly and start their
hands-on projects immediately.
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A Leading Automobile Manufacturing and Sales Retailer
The customer is a leading automobile manufacturing and sales retailer that is developing and
testing autonomous driving technologies. To enhance the efficiency and coverage of its autonomous
driving training while managing the cost and limitations of large-scale real-world testing, the customer
sought to improve its simulation-based training capabilities under a controlled environment.
After analyzing the customer’s requirements, we provided a large model solution to support its
autonomous driving training and simulation processes. The solution focuses on the following areas:
 AI-generated scenario data. Within a virtual environment, the solution supports the
generation of simulated driving scenario data through instructions provided to large models.
Such simulated data is used to support autonomous driving training under a variety of
driving conditions, enabling broader scenario coverage that may be difficult or costly to
achieve solely through real-world testing.
 Quality control for AI-generated content. Given the inherent limitations of large models,
including the risk of generating implausible or unrealistic outputs, we incorporated technical
mechanisms to detect and mitigate hallucination-related issues in AI-generated content used
for simulation purposes. These mechanisms are designed to screen and filter out generated
scenarios or data that do not align with basic physical constraints or real-world operating
logic, thereby helping to improve the consistency and reliability of simulated data used for
training and reducing potential deviations in simulation outputs.
 Intelligent traffic accident analysis. The solution also supports the analysis of traffic
accident-related information by organizing and processing relevant data within the
simulation and training framework. This functionality assists the customer in reviewing
accident-related scenarios, identifying patterns or areas that may require further attention,
and supporting internal analysis for the refinement of autonomous driving training strategies.
By improving the efficiency and scalability of simulation-based training workflows, the solution
assists the customer in reducing reliance on extensive real-world testing and supports the continuous
refinement of its autonomous driving development processes.
Commercialization
We adopt a project-based business model for our solutions.
As of September 30, 2025, our AI computer vision algorithm marketplace had showcased 1,517
algorithms, including 148 self-developed algorithms and 1,369 co-developed algorithms with third-party
developers, covering more than 100 industries. We focus on continuously developing and expanding the
application of AI computer vision solutions. We have built a global community of hundreds of
thousands of AI algorithm developers and have provided services to more than 3,000 clients
cumulatively, as of September 30, 2025, offering robust infrastructure platforms and a wide range of AI
solutions to help businesses achieve digital transformation. As of September 30, 2025, we had delivered
over 6,000 projects since our establishment, with a product repurchase rate exceeding 80.0%, indicating
the high level of standardization of our solutions and strong market recognition. Since the launch of
large model solutions to the market in 2024, up to the Latest Practicable Date, more than 100 entities
had proactively approached us with specific needs tailored to their business operations, indicating
strong demand of the market and our potential expansion in the large model solutions.
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The computer vision solution industry and large model solution industry in which we operate offer
substantial growth opportunities. According to Frost & Sullivan, the market size of emerging enterprise
CV solutions in China grew significantly from RMB2.2 billion in 2020 to RMB11.1 billion in 2024,
representing a CAGR of 49.9%. During the same period, the penetration rate of emerging enterprise CV
solutions also increased from 20.5% to 30.2%. The market is expected to reach RMB97.0 billion by
2029, with a projected CAGR of 54.3% from 2024 to 2029, and the penetration rate is expected to rise
further to 53.2%. In the enterprise large model application solution industry, the market size in China
was RMB5.8 billion in 2024 and is expected to grow to RMB52.7 billion by 2029, with a CAGR of
55.5% during the same period.
During the Track Record Period, our revenue increased significantly from RMB101.6 million in
2022 to RMB257.3 million in 2024, representing a CAGR of 59.2%. Supported by our comprehensive
and technology-advanced solutions offering and excellent operational capabilities, we achieved
profitability in 2024. However, we incurred net losses of RMB60.7 million, RMB56.2 million, and
RMB36.3 million in 2022, 2023, and for the nine months ended September 30, 2025, respectively.
OUR TECHNOLOGY, RESEARCH AND DEVELOPMENT
Our ability to develop new technology, products and solutions is critical to our business success
and market competitiveness. We have devoted significant resources and efforts to our research and
development process, as well as to building a strong talent team. As of September 30, 2025, we had a
dedicated team of 101 research and development staff, including 66 employees from R&D center and
35 employees from Product & Technology Center. Our core R&D team members possess extensive
work experience in data, engineering, large models and computer vision algorithms. Our research and
development expenses amounted to RMB35.2 million, RMB36.6 million, RMB44.8 million and
RMB46.9 million in 2022, 2023, 2024 and the nine months ended September 30, 2025, respectively. We
had not been subject to any legal claims or proceedings that may have a material impact on the research
and development of our Specialist Technology Products during the Track Record Period and up to the
Latest Practicable Date.
We develop all of the core technologies and infrastructure for our platforms and foundation
models in-house. Our core technologies and infrastructure refer to the basic technologies and
infrastructure that form the foundation of our AI solutions to develop and operate. These include (i) our
self-developed AI Visual Language Model; (ii) our algorithm development platform, Extreme Mart; and
(iii) our self-developed AI toolchains, including orchestration technology of multiple agents and RAG
technology, which improve the efficiency of algorithm training and deployment. We have independently
developed an AI Visual Language Model and established an algorithm development platform, Extreme
Mart, which is equipped with proprietary tools for AI algorithm development and inference
acceleration. Our self-developed algorithms form the core of our solutions and are generally more
complex and technically sophisticated. Although they represent a smaller proportion by number, these
algorithms address widely used and fundamental application scenarios and serve as the underlying
foundation for many other algorithms. Our self-developed algorithms primarily include face
recognition, pedestrian detection, people counting, human posture detection, car plate detection and
recognition, vehicle feature recognition, illegal parking detection, red-light violation detection and
wrong-way driving detection algorithms. These algorithms are widely applied across industries such as
smart city management, transportation, energy, construction and retail. Certain of these algorithms, such
as pedestrian detection and car plate detection and recognition, are also made available on our Extreme
Mart as foundational algorithms. Third-party developers may utilize these foundational algorithms when
developing customized or long-tail algorithms. As such, our self-developed algorithms form the core of
our solutions. Our co-developed algorithms are typically long-tail algorithms designed for specific and
less frequently occurring application scenarios. We adopt this third-party collaboration model primarily
to reduce costs and improve efficiency. According to Frost & Sullivan, such split is not uncommon in
the industry. As of September 30, 2025, our algorithm marketplace comprised a total of 1,517
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algorithms, including 148 self-developed algorithms and 1,369 co-developed algorithms with third-party
developers. As of September 30, 2025 and the Latest Practicable Date, we collaborated with 2,886 and
2,983 third-party developers in total. Our third-party developers community is broadly dispersed and
mainly includes individuals or small-sized algorithm teams from universities or institutions. There was
no significant concentration of third-party developers in relation to algorithm development. These
third-party developers leverage the technical infrastructures and toolchains we provide through Extreme
Mart to support and streamline their algorithm development processes.
Under the co-development model, we take a leading role and are deeply involved in the full
process management of algorithm research and development. We provide unified support, including,
computing power, training development platforms, foundational models, and a full set of tools for
algorithm development, inference, and porting, establishing a technical foundation and standardized
environment for collaboration. For each specific algorithm, we also lead the key tasks such as
requirement analysis, function definition, output interface design, data collection, data annotation and
validation, automated test script design, algorithm SDK design, and algorithm listing and maintenance,
which allows us to fully steer the development direction and technical standards. The third-party
developers are mainly responsible for execution tasks, including algorithm model design, training, and
packaging within the defined framework. By empowering collaborators through the Extreme Mart
platforms and leading the development process, we have built a cooperative R&D system centered
around us, ensuring control over algorithm outcomes and efficiency in industrialization.
Key Person Relevant Experience
Chan Kit Chan Mr. Chan received his master’s degree in enterprise management from
Peking University in 2015 and his bachelor’s degree in supply chain
management from Sun Yat-sen University in 2013. He has over 10 years of
commercial experience.
Yun Luo Ms. Luo has been pursuing her doctor of philosophy degree in computer
science, specializing in artificial intelligence at Hong Kong University of
Science and Technology since 2017. She earned her bachelor’s degrees in
biotechnology and applications in 2013 and in mathematical statistics in
2014, both from Sun Yat-sen University. She has over 10 years of R&D
experience.
Shuo Chen Mr. Chen received his master’s degree in biotechnology from Sun Yat-sen
University in 2015 and his bachelor’s degree in bioengineering from the
same university in 2013. He is certified as an intermediate engineer in
artificial intelligence application by the Shenzhen Municipal Human
Resources and Social Security Bureau. Mr. Chen has over 10 years of
R&D experience.
Wang Cheng Mr. Cheng has over 15 years of experience in system architecture. He
previously held key R&D positions at a leading technology company and
currently leads our R&D delivery center, overseeing the development and
deployment of AI infrastructure platforms and industry-specific solutions.
Fucheng Deng Mr. Deng holds a Ph.D. in electronic information technology from
Zhejiang University and has more than 15 years of experience in the field
of artificial intelligence. He currently serves as our algorithm expert,
responsible for the development of core foundation models and
fundamental algorithms.
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Key Person Relevant Experience
Lei Xu Mr. Xu holds a master’s degree in software engineering from Peking
University and a bachelor’s degree in electrical information engineering
from Jilin University. He currently serves as our chief financial officer and
is responsible for our overall management. He has over 10 years of
commercial experience.
Ruoshui Liu Ms. Liu received her master’s degree in management from Duke
University and her bachelor’s degree in global economics and finance from
the Chinese University of Hong Kong. She currently serves as our deputy
general manager and is primarily responsible for overseeing the operation
of our platforms as well as the sales and promotion of our solutions. She
has over 10 years of commercial experience.
R&D Process
For the R&D of our platforms and foundation models, we follow a structured six-step approach:
(i) we begin by analyzing market trends to identify essential product features; (ii) based on this
analysis, our product manager prepares a corresponding product plan and submits it to our R&D team;
(iii) our R&D team evaluates the requirements and formulates a detailed development plan; (iv) our
R&D team carries out the development work; (v) our R&D team conducts thorough testing upon
completion; (vi) once the products successfully pass testing, the products are released.
For the R&D of project-driven solutions, we also follow a structured six-step approach: (i) our
project manager submits customer requirements to our product manager; (ii) our product manager
delivers the requirements to our R&D team; (iii) our R&D team evaluates the requirements and
formulates a detailed development plan; (iv) our R&D team carries out the development work; (v) our
R&D team conducts comprehensive testing of the solutions upon completion; and (vi) once the
solutions successfully pass testing, they are delivered to our customers.
Our R&D Infrastructures
Our AI Visual Language Model forms the core fundamental infrastructure for developing AI
Solutions. Our Extreme Marts, the algorithm development platform, enables development and
optimization of AI Solutions.
AI Visual Language Model
Our AI Visual Language Model is a large model designed to support a wide range of AI solutions.
It can process different types of inputs, including short phases, full-text description, images or a mix of
text and images, to handle tasks such as object detection and localization. The model covers more than
80.0% of common visual perception scenarios and comes in multiple versions with different parameter
sizes. This flexibility allows it to run on edge devices, such as intelligent robots, while enabling
real-time analysis and a broad understanding of context.
Extreme Mart
Extreme Mart is our open algorithm development platform built for AI algorithm developers.
Focusing on computer vision algorithms, Extreme Mart provides comprehensive infrastructures support
for algorithm development. It offers online programming tools, large model APIs, training task
management, automated testing, hardware compatibility across various chips, algorithm engineering and
more. By using real-world scenario data, Extreme Mart accelerates algorithm optimization and improves
development efficiency.
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Extreme Mart is featured with
 Over 100 million High-quality Labeled Data . Extreme Mart offers over 100 million high-quality
labeled data, featuring extensive computer vision-specific data resources. Developers can make
use of these data sets to accelerate algorithm development.
 Excellent Fundamental Model Capacities . Leveraging general-purpose vehicle, object and human
tracking and recognition, as well as general semantic and entity segmentation, Extreme Mart
supports human pose recognition, vehicle type identification, vehicle feature recognition and
general OCR recognition. Through direct invocation and sustainable expansion of our model
capacities, Extreme Mart offers various high-performance algorithms meeting the fragmented
needs of enterprises in multiple industries to achieve efficient algorithm development.
 Continuous Algorithm Iteration . We regularly release algorithm tasks and provide real-world data
and other tool chains to developers, allowing developers to develop new algorithms online with
better performance and higher efficiency, enabling ongoing improvements and updates of
algorithms.
 Communication Hub . Extreme Mart fosters a dedicated AI community where users collaborate,
share knowledge and discuss latest developments in AI and algorithms, providing an invaluable
ecosystem for professional growth, peer networking and collective innovation acceleration.
Extreme Mart supports both internal and external algorithm developers in creating algorithms for
our AI computer vision solutions. For example, when a biopharmaceutical client requires a customized
V-sign gesture recognition algorithm, our engineers use the AI workspace within the Extreme Mart
platform to complete the process, including project creation, algorithm coding, model training,
algorithm development, testing and SDK packaging, to deliver the specific algorithm required by the
customer.
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Below is a summary of the salient terms of a typical collaboration and development agreement
with a third-party developer:
Cooperation Models Typically, we come up with the algorithm requirements and developers
then develop algorithms tailored to our specific needs.
Length of Contract Normally, the contract length is one year with the term to be automatically
renewed in the absence of any objection from both parties.
Service Fees The basis of the service fees is variable, which may include the difficulty
level of the algorithm developed, the scale of work involved, and the
potential project revenue and profit.
Payment Schedule Once the algorithms meet our requirements and pass our testing, the
developers become eligible for payment. Algorithms that meet our quality
standards are listed in our algorithm marketplace, and developers receive
ongoing payments each time their algorithms are delivered.
Quality Assurance Developers warrant that the algorithms they deliver will operate reliably,
meet defined quality standards, and ensure uninterrupted service
availability.
Legal and Data
Compliance
Developers commit to complying with Chinese laws and relevant national
or regional regulations throughout the development process. For activities
involving data use or processing, developers are also required to adhere to
applicable laws on privacy, personal information protection and data
security in China and other relevant jurisdictions.
Intellectual Property We share joint ownership of the intellectual property rights to the
algorithms with the developers. Where registration of such rights is
required, both parties are registered as joint owners in accordance with
applicable laws, unless the relevant developer has expressly agreed in
writing to waive its ownership interest.
IP Infringement and
Confidentiality
Liability
Developers warrant that they will not engage in any acts of forgery,
plagiarism or infringement of third-party rights, including property rights,
portrait rights and intellectual property rights. They also commit not to
violate state secrets or misappropriate others’ trade secrets.
Commercialization We are allowed to integrate, deploy and commercialize such co-developed
algorithms, without requiring additional consent from the developer on a
per-customer basis. Third-party developers are not entitled to and not able
to sell the relevant IP rights of co-developed algorithms independently.
Confidentiality Each party shall strictly maintain the confidentiality of any undisclosed
design achievements and related materials of the other party, and shall not
disclose such information to any third party. This confidentiality obligation
shall remain in effect regardless of the duration, termination or
cancellation of the agreement.
Termination Unless otherwise specified or mutually agreed in writing, any unilateral
amendment, termination or revocation of the agreement by either party
shall be legally invalid.
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For the co-developed algorithms, under the terms of our cooperation agreements and operation
practice, co-developed algorithms created on the Extreme Mart Platform could only be sold by us.
Technically, the platform prevents developers from downloading training data or retrieving full
algorithm models, ensuring they cannot sell the co-developed algorithms independently and the
co-developed algorithms could only be used through us. All co-developed algorithms were created
through the Extreme Mart platform, during the Track Record Period. According to the Software
Protection Regulations, copyright in software is automatically established upon completion of
development and does not depend on registration; where software is jointly developed by two or more
natural persons, legal persons or other organizations, the ownership of the copyright shall be agreed
upon by the co-developers in a written contract. In the absence of a written contract, or where the
contract does not clearly specify the ownership arrangement, and where the jointly developed software
cannot be separately exploited, the copyright shall be jointly owned by the co-developers. Under the
co-development model, we provide data, computing resources and related tools to third-party
developers. Based on the resources and tools we provide, the third-party developers conduct certain
development work and we jointly develop the relevant algorithms. Pursuant to the applicable laws and
the contractual arrangements between us and the developers, the software copyright arising upon
completion of the development of such algorithms is jointly owned by both parties. Specifically, (i) the
IP rights in the co-developed algorithms are jointly owned by us and the relevant developer, and where
registration of such rights is required, both parties are registered as joint owners in accordance with
applicable laws, unless the relevant developer has expressly agreed in writing to waive its ownership
interest (During the Track Record Period and up to the Latest Practicable Date, no third-party developer
requested us to register any intellectual property rights in relation to our co-developed algorithms); and
(ii) we are granted the right to integrate, deploy and commercialize such co-developed algorithms,
without requiring additional consent from the developer on a per-customer basis. Given that we had
co-ownership of the IP of these co-developed algorithms, third-party developers are not entitled to and
not able to sell the relevant IP rights of co-developed algorithms independently. For accounting
purposes, revenue derived from solutions incorporating co-developed algorithms is recognized on a
gross basis as we act as the principal in the relevant agreements. The algorithms and the related
solutions are highly integrated and interdependent, and contracts with customers generally contain a
single performance obligation. Accordingly, revenue is not separately recognized in respect of
co-developed algorithms. Payments to third-party developers are recognized as cost of sales in the
consolidated financial statements. No intangible asset is recognized in respect of the developer’s share
of the jointly owned intellectual property rights as the jointly owned intellectual property does not meet
the criteria for separate recognition under applicable accounting standards. We rely on a combination of
patents, copyrights, trademarks, contractual arrangements and confidentiality measures to protect our
technologies, platforms and algorithms. Our patents primarily relate to our core technologies and
infrastructure. Our algorithms are continuously iterated and updated and are large in number. Given
their dynamic nature and frequent refinements, certain algorithms may not independently meet the
criteria or commercial necessity for separate patent applications. Accordingly, seeking patent protection
for each individual algorithm would not be commercially practicable. In such cases, we generally
protect these algorithms through trade secret protection, confidentiality procedures and other contractual
arrangements. Therefore, the above measures could ensure our control over our algorithm assets and
present no significant risks on our sustainable business operations.
INTELLECTUAL PROPERTY
We rely on a combination of patent, trademark, copyright, fair trade practices, contractual
arrangements and confidentiality procedures to establish and protect our intellectual properties. As of
September 30, 2025, we owned 30 patents, 15 trademark rights, 117 software copyrights, two
copyrights of work and seven domain names in China. For details of our material intellectual property
rights, please refer to “Appendix IV — Statutory and General Information — A. Further Information
about Our Group — 8. Intellectual Property Rights of Our Group” in this Prospectus.
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We acquire patents through self-development and joint development. Our Directors are of the view
that we are fully in compliance with Rule 18C.04(2) that all of our R&D expenses only related to our
solely developed intellectual properties. As of the Latest Practicable Date, with respect to core AI
platforms, products and solutions, including our delivery platforms, namely Extreme Stars and Extreme
Flow, our self-developed algorithms, and the integrated solutions, we owned all of our patents as well
as patent applications.
The table below lists the portfolio of our material patents as of September 30, 2025:
Patents Patent/Application No. Grant Date Core Function
A model aggregation method, system
and related devices incorporating
generative large models ..........
CN202510104047.0 2025.04.25 standardize
model
interfaces
A multi-hardware hybrid large model
inference method, system and related
devices ......................
CN202510095874.8 2025.05.02 enable hybrid
hardware
inference
A deep neural network accelerated
inference method, device and storage
medium ......................
CN202510073434.2 2025.05.16 accelerate
model
inference
A data auto-labeling method, device and
storage medium ................
CN202510072904.3 2025.04.22 automate data
labeling
An image deduplication method,
apparatus, device and storage medium
CN202210128958.3 2025.03.11 deduplicate
large-scale
datasets
A method for training algorithm models,
apparatus, electronic device and
storage medium ................
CN202210785441.1 2022.09.27 train multiple
models in
parallel
Algorithm chain-based optimization
method and optimization system ....
CN202210701290.7 2022.09.09 optimize
toolchains
A semantic segmentation-based method,
device and equipment for segmenting
stitched images ................
CN202210701199.5 2022.08.30 fuse images
Method, apparatus, electronic device
and storage medium for protecting
deep neural network models .......
CN202210595796.4 2022.08.30 encrypt models
to ensure
usability
without
visibility
A neural network-based method, module
and system for linear object detection
CN202210595785.6 2022.08.23 accelerate
inference
We confirm that all of the above listed patents are significant for carrying out the key functions of
our Specialist Technology Products. Up to the Latest Practicable Date, we independently developed and
owned the above core listed patents. Our patents were registered in the legal jurisdictions of China.
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Regarding the tenure of our intellectual properties: (i) for patents, according to the Patent Law of
the PRC, the validity period of an invention patent is 20 years from the filing date and the validity
period of utility model is 10 years from the filing date; (ii) for copyright, according to the Copyright
Law of the PRC, except for the rights of authorship, modification and the protection of the integrity of
the work, which are not subject to time limitations, the publication right of a legal entity’s software
copyright is protected for fifty years, ending on December 31 of the fiftieth year after the completion of
the creation; and (iii) for domain names, please see “Appendix IV — Statutory and General Information
— A. Further Information about Our Group — 8. Intellectual Property Rights of Our Group”.
We have established comprehensive IP management systems and procedures to protect our core
technologies while promoting innovation and development. We require our core employees and
management members to enter into employment agreements that include confidentiality, non-compete
clauses, and intellectual property ownership provisions. These agreements confirm that any intellectual
property developed by them during their employment with us, including our in-house-developed
content, is owned by us.
Despite our efforts, we may be subject to risks associated with alleged infringement of third
parties’ intellectual property rights, or infringement of our intellectual property rights by third parties.
Please refer to “Risk Factors — Risks Relating to our Intellectual Property” in this Prospectus. During
the Trade Record Period and up to the Latest Practicable Date, we had not been subject to any material
infringement of our intellectual property rights or allegations or threatened claims or infringement by
third parties. Our Directors confirmed that they were not aware of any legal, arbitral or administrative
proceedings regarding infringement of any third parties’ intellectual property rights by us as of the
Latest Practicable Date.
SPECIALIST TECHNOLOGY INDUSTRIES
The table below sets for a summary of how each of our AI computer vision solutions and large
model solutions falls within the acceptable sectors of a Specialist Technology Industry as defined under
Chapter 18C of the Listing Rules:
Specialist Technology Products Specialist Technology Industry Acceptable Sectors
AI computer vision solutions  Artificial Intelligence (AI-empowered algorithm
programming: image recognition, natural language
processing, machine learning and deep learning )
 Artificial Intelligence (AI solutions: the design and
provision of AI solutions used in different industry
verticals)
Large model solutions  Artificial Intelligence (AI-empowered algorithm
programming: image recognition , natural language
processing , machine learning and deep learning )
 Artificial Intelligence (AI solutions: the design and
provision of AI solutions used in different industry
verticals)
First, all our solutions (i) are designed and provided by us, (ii) used a series of AI technologies,
and (iii) are used in different verticals, such as energy, retail and transportation. As such, all our
solutions squarely fall under the “AI solutions” subcategory under the “Artificial Intelligence” sector of
the “Next-Generation Information Technology” industry.
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Second, in the course of developing our AI solutions, we have also developed a series of
AI-empowered algorithms. Specifically:
 our AI computer vision solutions are (i) built on our AI Visual Language Model, the
development of which entails the application by us of image recognition (for providing
visual understanding), RAG (for retrieving relevant information from customer-specific data
sources before generating responses), deep learning (for training and optimizing models to
identify patterns, make predictions and improve performance through iterative learning from
large-scale data sets), as well as other AI technologies; and (ii) further integrated with
computer vision algorithms developed by us.
 our large model solutions are built on general-purpose large models developed by third
parties, but (i) enhanced by us with AI-empowered algorithms, thereby enabling functions
such as RAG, multi-agent collaboration, knowledge base management, mode fine-tuning,
model performance evaluation and deployment acceleration (See “— Large Model Solutions”
for more details of such technologies), and (ii) further built-in with scenario-based
algorithms developed by us.
Therefore, our such solutions also fall under the “AI-empowered algorithm programming”
subcategory under the “Artificial Intelligence” sector of the “Next-Generation Information Technology”
industry.
Our industry consultant, Frost & Sullivan, confirms, and our Directors are of the view, that based
on the foregoing information, each of our AI computer vision solutions and large model solutions falls
within an acceptable sector of a Specialist Technology Industry.
DATA COMPLIANCE AND DATA SECURITY
We attach the greatest importance to data security and protection. We have been certified by
various ISO standards, including ISO/IEC 27001:2022 (Privacy Information Management System),
ISO/IEC 20000-1:2018 (Information Technology Service Management Certification) and ISO 9001:2015
(Quality Management System Certification). Meanwhile, we have obtained the Information System
Construction and Service Capability Grade Certificate (CS2) and have also been appraised at Maturity
Level 3 of Capability Maturity Model Integration (CMMI). We have implemented various protection
measures to ensure data security.
Data Collecting
We collect data based on the principles of authenticity, accuracy and necessity. When developer
partners conduct algorithm development or participate in activities on our platform, we primarily collect
user data of developer partners through our self-operated Extreme Mart, with prior consent obtained in
accordance with our privacy policy. Our privacy policy clearly describes the rules regarding our
collection, use, sharing and processing of user personal information, as well as the methods through
which users may exercise their personal information rights. Specifically, the user data we collect
typically includes (i) basic account information (such as mobile phone number, email address and
account name) when users register for or log into an account on our platform; and (ii) registration
information (such as name, affiliated institution or organization, contact details and project experience)
when users sign up to participate in platform activities. If there is a business need to collect and use
personal information beyond the scope disclosed in the privacy policy, we will first obtain explicit
consent from the individuals before proceeding. Without consent, we prohibit any collection of personal
privacy data.
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According to the source of the data, the training data we collect is classified into four categories:
(1) visual algorithm training data that we simulate internally; (2) publicly available datasets, mainly
from open-source communities (including GitHub, etc.) and datasets accompanying academic papers,
such as the Vast V ocabulary Visual Detection Dataset and the LLaV A-OneVision multimodal dataset; (3)
training data purchased from suppliers; and (4) customer-authorized data, refers to the images, video
and text samples used for algorithm training and testing, authorized and provided to us by such
customers pursuant to customized algorithm contracts entered into between specific customers and us to
ensure the quality of the algorithms and software entrusted to us for development. We only own the
ownership of the visual algorithm training data simulated internally by us, and do not own the
ownership of any other types of training data. These data are used solely for the development of visual
algorithms and will not be used for the development of our platform. Before collecting the above data,
we review the open-source licenses of datasets in detail, or enter into written agreements with data
partners to confirm the authorized scope of use. We also require partners, through agreements or
attachments such as the Data Security and Compliance Statement, to undertake compliance obligations,
including ensuring that the data usage complies with all applicable laws and regulations and does not
infringe any third-party rights. Although the specific wording of different open-source licenses may
vary, the key terms of the open-source licenses applicable to the publicly available datasets we collect
include the rights to use, modify and distribute such datasets for commercial purposes, as well as
obligations to retain attribution and copyright notices, and do not contain provisions prohibiting
commercial use or imposing contagious restrictions. Specifically, the key commercial terms of these
open source licenses grant the licensee a perpetual, worldwide, no-charge, royalty-free, and irrevocable
copyright license to reproduce, prepare derivative works of, modify, publicly display, publicly perform,
sublicense, and distribute the work and its derivative works in source or object form, subject to the
terms and conditions of the applicable license (for example, the obligation to retain attribution and
copyright notice). With respect to training data, we will conduct desensitization processing before using
such data, and it will be managed and supervised by the personal information protection officer of the
Company. We inspect the data through automated tools combined with a manual review mechanism, and
exert reasonable efforts within the scope of existing technical measures. If any personal privacy data is
found, we will immediately delete such data or conduct irreversible de-identification processing (e.g.,
masking processing) to ensure that the data we use for algorithm training does not contain any personal
privacy data. As a result, our collection and use of data for visual algorithm training and development
is properly authorized and compliant with the relevant legal requirements.
The data we collect, process, or use for developing AI computer vision solutions for our
customers is in the format of images or videos, and the content is the relevant scenarios. For example,
when developing a “storage location over-limit” AI computer vision algorithm for a brewery customer,
we need to collect warehouse videos and images of different storage conditions to train the algorithm,
so that it can realize the specific function of triggering an alert when a designated area is occupied by
other items for a certain period of time.
We do not use tools like web crawlers to obtain data from the internet. Under certain
circumstances, we procure data and data annotation services from suppliers. Specifically, there are two
scenarios: (1) We will directly procure data for which internal evaluation concludes that the costs of
self-collection or simulation are higher than external procurement (for example, autonomous
driving-related data, or marine fish data); and (2) When the development progress of new functions for
existing tools cannot timely match the requirements of annotation tasks, we will either directly procure
pre-annotated data or engage a third party to complete the data annotation using their specialized tools.
The data we acquire primarily relate to algorithm design objectives or specific application scenarios,
contain no personal information and are not linked to any individual. To ensure data security, we
implement strict management and oversight throughout the data procurement process. Additionally, the
data procurement agreements include various representations and warranties from data suppliers
regarding the authenticity of the data, the legality of its source and compliance with relevant data
protection laws and regulations. The suppliers have also confirmed in the agreements that the data
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provided by them does not contain personal information. If such data relates to the subject of personal
information, the suppliers shall ensure that anonymization has been completed in accordance with the
requirements of relevant laws and regulations, and provide proof materials such as desensitization
algorithms. For details of material terms regarding the data we acquire from customers and suppliers,
please refer to “— OUR CUSTOMERS — Agreements with Customers” and “— OUR SUPPLIERS —
Agreements with Suppliers” in this section. We also conduct data sampling checks to verify the validity
of the data and the legality of its source. Prior to entering into a first-time cooperation with a supplier,
we require face-to-face communication to assess and understand its data team structure, business scope,
track record, data service standards, and technical capabilities. During the Track Record Period, we
engaged two data service providers. Meanwhile, our internal data team has the capability to supplement
or fully replace external suppliers whenever necessary. We have also established a reliable list of
alternative external suppliers. Furthermore, we possess a fully staffed internal data team composed of
41 professionals as of September 30, 2025, covering core positions such as data project managers, data
acquisition specialists, and data annotation and auditing staff. This team possesses the capability to
independently execute the full workflow from data acquisition and processing to auditing. Relying on
our self-developed data annotation platform and utilizing its task management, performance
management, and intelligent annotation functions, we are capable of independently performing diverse
data annotation tasks, including image classification, object detection, and semantic segmentation.
Therefore, in the event of any unforeseen issues with our current supplier, our internal team can take
over without disruption and establish cooperation with alternative vendors within a reasonable
timeframe to ensure project continuity and quality.
Data Processing
We perform data pre-processing and annotation through our self-developed scripts and platform,
and have established standardized data processing procedures, which mainly include three stages: data
pre-processing, automatic data annotation and review, and do not involve the processing of personal
information. At the data pre-processing stage, we clean and organize raw data through more than ten
self-developed scripts, including desensitization processing, data frame extraction, format
standardization, naming and classification. At the automatic data annotation stage, after data is
uploaded to the annotation platform, data pre-annotation is performed through multiple models built
into the platform. Finally, at the review stage, technical personnel conduct secondary annotation and
adjustment on the pre-annotation results of the previous stage, and implement a cross-review
mechanism to ensure the accuracy and quality of the final output data. To safeguard data security and
privacy, we have implemented strict access control and special approval procedures for data processing
activities. When our employees need to use training data, they are required to submit an application for
use and commit to complying with data protection agreements. The entire data processing and
transmission pipeline for training purposes operates exclusively within our internal network and
proprietary software ecosystem, enhancing security, controllability and closed-loop management. In
scenarios where developer partners conduct algorithm training and development through the Extreme
Mart, based on our “Data Security Sandbox” network security policy management system, we are able
to completely isolate the training and testing environments, achieving “available but not visible” access
control. This ensures that users can only use training data within the authorized scope without being
able to directly obtain the content of the raw data, thereby preventing data from being improperly used
or leaked. This approach not only complies with regulatory requirements and aligns with industry best
practices, but also reduces reliance on external systems, thereby ensuring comprehensive, end-to-end
data governance and protection.
Data Storage and Destruction
In our business operation, all information and data collected within the Chinese mainland are
stored and maintained locally in accordance with applicable regulations, and no such data is transmitted
across borders.
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We employ a variety of technologies to store and protect the data we collect, including encryption
and backup. For example, we employ dual or triple backup mechanisms to ensure data integrity and
availability in case of anomalies and establish a multi-layered disaster recovery protection system. Once
we have achieved the purposes for collecting relevant data or the agreed storage period expires, we will
delete or anonymize such data and the evidence of data collection in compliance with applicable laws.
The evidence of data collection (such as operation logs) shall be stored for at least six months from the
date of data collection or the date of termination of the relevant cooperation.
Internal Control Policy and Measures
To protect data security including that of us, our developer collaborators, employees, and
customers, we have implemented a series of policy and measures on cybersecurity, data security and
privacy in relation to the collection, processing, storage and destruction of data. To mitigate the risks of
illegal data collection and misusing of data, we provide data security and personal information
protection training to our employees on a regular basis, covering such contents as the prohibition of
collecting personal information without consent and standards for the de-identification processing of
privacy-related data, to ensure that our employees are well aware of the measures we adopt for data
security and personal information protection and the significance of them.
The main internal policies we have formulated and implemented include but not limited to the
following:
 Data Lifecycle Security Management Regulation (), which
sets forth compliance requirements for data generation, collection, storage, transmission, use,
development and testing, and destruction. In respect of data obtained from third parties, the
Company shall sign an agreement with the third party to specify the data security
responsibilities, obligations, scope and other relevant matters of both parties, and conduct
regular security assessments and due diligence on such third parties to ensure the
compliance, completeness and authenticity of data collection;
 Cybersecurity Management System (), which aims to establish and
improve the cybersecurity management mechanisms, regulate cybersecurity practices, and
prevent cybersecurity incidents;
 Personal Information Protection Management Standard (ᚐ၍ଣ஝ᇍ), which
provides the overall strategies, management responsibilities, and management content for
personal information protection. The collection of personal information shall comply with
the principle of minimum necessity. Prior to the collection of personal information, the
relevant individuals shall be explicitly informed of the types of personal information to be
collected respectively for different business functions of the products or services provided,
as well as the rules for the collection and use of personal information, and the authorized
consent of the relevant individuals shall be obtained. No collection of personal privacy data
shall be conducted without such consent;
 Data Confidentiality Management System (), which is designed to
regulate the Company’s data lifecycle management and to ensure the security, integrity, and
confidentiality of data in AI algorithm R&D, model training, and business applications,
while preventing risks of data leakage, tampering, and unlawful use; it also covers standards
for data classification and grading, detailed requirements for each stage of the data lifecycle
(such as collection, cleansing, labeling, storage, and sharing), technical safeguard systems,
and supervision and accountability mechanisms;
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 Information Technology Security Policy and Management System (ഄձ၍
), which set out requirements regarding software license management, information
system planning and development control, as well as system maintenance and sustainable
operation management;
 Internal System Control Policy (၍છ), which regulates the Company’s
internal systems (such as the integrated algorithm management platform and the labeling
platform), specifying role-based rules and permission boundaries, institutionalized process
design, data security and audit mechanisms, to ensure the compliance, efficiency, and
security of algorithm asset management and data management;
 Data Center Management Policy (), which aims to ensure the safe, stable,
and efficient operation of the Company’s information systems, and to regulate data center
management in order to prevent incidents, covering personnel management, equipment
management, security management, operation and maintenance management, and emergency
management.
We also have engaged internal control consultant to review our internal control policies for the
period from May 1, 2024 to April 30, 2025, which cover data security, cybersecurity, personal
information protection and identity authentication measures, as well as areas such as information
technology general controls, business continuity, and backup and disaster recovery arrangements. Based
on the review, our internal control consultant confirmed that no material internal control deficiencies
were identified during the review period. We have established internal control policies in the above
areas to prevent and guard against inappropriate behaviors involving data access and processing.
During the Track Record Period and up to the Latest Practicable Date, (i) we had not received any
claim from a third party against us on the ground of infringement of third party’s right to data and
privacy protection as provided by applicable laws and regulations, (ii) there had been no investigation
or other legal proceeding pending or threatened against us initiated by competent government
authorities or third parties with respect to cybersecurity, data and personal information protection, and
(iii) we had not experienced material leakage of personal information in relation to laws and regulations
of cybersecurity, data protection and personal information protection, nor had we been involved in any
cross-border data transfer. Based on the foregoing, our PRC Legal Advisor is of the view that our
business operations are in compliance with all current PRC data privacy and protection laws and
regulations during the Track Record Period and up to the Latest Practicable Date in all material aspects.
QUALITY CONTROL
We are committed to delivering high-quality solutions to our customers.
To ensure strong quality control throughout the entire product and service lifecycle, we have
established a standardized quality control system covering R&D, delivery and after-sales support,
including:
R&D Process. We strictly follow our R&D specifications to ensure a clearly defined scope of
requirements, well-established acceptance criteria and alignment of priorities through close
collaboration among the project, R&D and product teams. All requirements are tracked with full
transparency. R&D project managers are responsible for formulating and dynamically adjusting
development plans, with weekly updates on progress and risks. The testing team oversees final quality
control and formally validates test reports and deliverables. Any urgent request or change in scope must
be jointly assessed and approved by all three teams before implementation, ensuring proper allocation
of resources and alignment with priorities.
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Procurement Process. We prioritize suppliers that meet our technical and compliance standards.
For key procurement items, validation is conducted jointly by the R&D and delivery teams. All
contracts include clearly defined quality requirements, delivery benchmarks and liability terms to
ensure that procured materials and services meet project specifications.
Delivery Process. We follow the delivery specifications to standardize our delivery. Outputs, such
as image files, documentation and scripts, are provided through the testing team and reviewed by
product team before being handed over to project team. The delivery team works closely with the
product team to provide deployment training, deployment testing and delivery support, ensuring that
customers can validate system functionality and performance based on defined acceptance criteria.
After-Sales Support. We offer 14/7 emergency response and conduct regular customer follow-ups
to collect customer feedback. Post-sales issues are systematically tracked and incorporated into product
iteration and improvement plans.
We maintain full-process documentation and cross-departmental collaboration to ensure
traceability of our entire solution development and delivery process, and continuous improvement of
our services. These practices align our operations with both business objectives and customer
satisfaction goals.
SALES AND MARKETING
We maintain a dedicated, professional sales and marketing team with deep industry expertise and
specialized knowledge in AI. This enables us to proactively identify market opportunities and
effectively communicate our value proposition to customers. Our go-to-market strategy is centered on a
direct sales model, allowing us to engage closely with customers, deliver customized solutions, and
manage relationships directly and effectively.
As of September 30, 2025, our sales and marketing team comprised 60 employees. The sales team
is organized regionally to ensure targeted market coverage and responsiveness, with dedicated groups
focusing on South China, North China and East China. Strategic customer management is a key focus.
Senior executives play an active role in our sales and marketing efforts, particularly in engaging with
enterprises within targeted industries and managing our most important key accounts. Their direct
involvement strengthens strategic relationships, deepens our understanding of complex customer needs
and supports the identification of new business opportunities.
We implement a comprehensive, multi-channel marketing strategy to enhance brand awareness and
generate qualified leads. Our approach combines targeted digital advertising across key platforms to
efficiently reach high-potential customers, with a robust offline presence through strategic partnerships
with multiple institutions and active participation in major industry exhibitions and conferences. A key
part of our community engagement is the regular hosting of major AI competitions, attracting more than
2,000 participating teams globally each year. These events not only demonstrate our technological
capabilities, but also serve as a valuable talent pipeline, and foster deeper connections with developers
and research communities. Through these initiatives, we effectively strengthen our brand visibility and
drive lead generation of our target customers.
Under limited circumstances, we expand our business through authorized regional partners. We
grant regional partners the rights to market and sell our AI computer vision solutions. Regional partners
are required to possess specialized expertise and thorough knowledge of our solutions and business
operations. During the Track Record Period, the sales generated from collaboration accounted for less
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than 0.5% of the total revenue of each period, respectively. The number of our active regional partners
was 6, 3, 3 and nil for each period, respectively, during the Track Record Period. During the Track
Record Period, our regional partners did not return any solutions and held no inventory of our
solutions.
Pricing
Our pricing standards are primarily cost-based, taking into account R&D expenditures, labor, and
procurement costs, while also referencing prevailing market rates.
AI Computer Vision Solutions
We primarily adopt a project-based pricing model for our AI computer vision solutions. During
the Track Record Period, the average project fee for our AI computer vision solutions was
approximately RMB0.5 million per project.
Our AI computer vision solutions typically consist of one or more product modules, including (i)
standard and/or customized algorithms; (ii) the delivery platforms; and (iii) related deployment and
maintenance services. Depending on the customer’s needs, we may provide and charge for one or a
combination of these modules. For standard algorithms, we generally adopt a quantity-based charging
model, with fees determined based on the number of camera channels deployed or server licenses
granted. Customized algorithms are generally charged on a one-off basis, with development fees
determined by reference to the complexity and workload involved. Delivery platforms are generally
charged on a one-off license basis. Deployment fees are charged on a one-off basis upon project
completion and acceptance by the customer. We generally provide one year of free warranty services
following delivery.
Platforms
When Extreme Stars or Extreme Flow is sold on a standalone basis, we generally charge a one-off
license fee. During the Track Record Period, the one-off fee for each deployment of the Extreme Stars
platform was approximately RMB0.3 million on average, while the corresponding one-off fee for the
Extreme Flow platform was approximately RMB3.9 million on average.
Large Model Solutions
We also primarily adopt a project-based pricing model for our large model solutions. During the
Track Record Period, the average project fee for our large model solutions was approximately RMB14.5
million per project.
Our large model solutions generally comprise one or more modules, including (i) customized AI
agents; (ii) customized large models; (iii) the delivery platform; and (iv) related deployment and
maintenance services. Customized AI agents and customized large models are typically developed and
delivered on a one-off project basis, with fees determined by factors such as functional requirements,
workflow complexity, data processing and system integration scope. Deployment fees are charged on a
one-off basis upon project completion and acceptance by the customer. We generally provide one year
of free warranty services following delivery.
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OUR CUSTOMERS
We provide our solutions to customers from various business verticals including industry, energy,
retail and transportation. During the Track Record Period, our customers came from China. Our
customers comprised enterprises, governments and universities. Through years of deep collaboration
with our key customers, we have established stable relationships, which form a solid foundation for the
sustainable growth of our business.
We develop and launch new solutions every year, which have consistently contributed to the
majority of our revenue during the Track Record Period. As a result, most of our customers establish
business relationships with us after the launch of our new solutions, leading to continuous changes in
our top five customers during the Track Record Period. In addition, projects with relatively high sales
amounts are typically structured as a combination of our platform products and algorithm products, and
our business model is primarily project-based. Accordingly, we regularly develop new major customers
in each year/period of the Track Record Period.
We generally retain our customers through the following methods: (i) entering into strategic
agreements with customers and holding regular management meetings to align on technical cooperation
goals; (ii) conducting regular visits to our key customers to understand their requirements and deliver
tailor-made solutions; (iii) inviting customers to participate in our events and workshops to enhance
their understanding and endorsement of our new solutions and business concepts; (iv) actively
participating in our customers’ industry activities to strengthen their market influence and support their
applications for industry awards or showcase their achievements; and (v) maintaining high-quality
delivery and after-sale services to ensure customer satisfaction, including timely responses to customer
inquiries.
Revenue generated from each of our five largest customers in each year/period during the Track
Record Period amounted to RMB42.6 million, RMB80.7 million, RMB122.7 million and RMB41.6
million, respectively, representing 42.1%, 63.0%, 47.7% and 30.5% of our total revenue, respectively.
Revenue generated from our largest customers in each year/period during the Track Record Period
amounted to RMB11.4 million, RMB59.0 million, RMB62.1 million and RMB9.4 million respectively,
representing 11.3%, 46.1%, 24.1% and 6.9% of our total revenue, respectively.
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The following tables set forth details of our five largest customers in each year/period during the
Track Record Period:
Customer Background
Solutions/ Services
provided Credit terms
Ye a r o f
commencement
of business
relationship Payment method
Sales
amount
%o fo u r
total revenue
RMB’000
For the year ended December 31, 2022
Customer A .. A company founded in 2020,
primarily engages in
providing software and
information technology
services
Software-defined
All-in-One AI
solutions
30% of the contract amount
within 14 days upon
delivery; 60% of contract
amount within 14 days upon
acceptance; and the
remaining 10% of contract
amount within 74 days upon
acceptance
2020 Corporate Bank
Transfer/Bank
Acceptance Bill
11,413 11.3%
Customer B .. A company founded in 2019,
primarily engages in the
commercial services
Software-defined
All-in-One AI
solutions
40% of contract amount within
3 working days upon
contract signing; and the
remaining 60% of contract
amount upon acceptance
2022 Corporate Bank
Transfer/Bank
Acceptance Bill
9,118 9.0%
Customer C .. A company founded in 2013,
primarily engages in AI+
industrial video applications
Software-defined
All-in-One AI
solutions/Standard
AI computer vision
solutions
30 working days 2020 Corporate Bank
Transfer/Bank
Acceptance Bill
8,571 8.5%
Customer D .. A company founded in 2017,
primarily engages in
intelligent connected vehicle
(ICV) technolog yR&Da n d
industrial big data cloud
platform services
Software-defined
All-in-One AI
solutions/Standard
AI computer vision
solutions/Customized
AI computer vision
solutions
50% of the contract amount
within 3 working days upon
contract signing; and the
remaining 50% of the
contract amount upon
acceptance
2022 Corporate Bank
Transfer/Bank
Acceptance Bill
8,046 7.9%
Customer E .. A company founded in 2010,
primarily engages in the
cloud computing services
Software-defined
All-in-One AI
solutions/Customized
AI computer vision
solutions
One month 2019 Corporate Bank
Transfer/Bank
Acceptance Bill
5,441 5.4%
Total ..... 42,589 42.1%
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Customer Background
Solutions/ Services
provided Credit terms
Ye a r o f
commencement
of business
relationship Payment method
Sales
amount
%o fo u r
total revenue
RMB’000
For the year ended December 31, 2023
Customer F/
Supplier K ..
A company founded in 2000,
primarily engages in the
wholesale of computers,
software and auxiliary
equipment
Software-defined
All-in-One AI
solutions
40% of the contract amount
within 30 days upon contract
signing; 50% of the contract
amount within 30 days upon
acceptance; 10% of contract
amount within 30 days upon
expiry of the warranty period
2021 Corporate Bank
Transfer/Bank
Acceptance Bill
59,034 46.1%
Customer G .. A company founded in 1998,
listed in 2016, primarily
engages in the professional
telecommunications technical
services and IOT solutions
Software-defined
All-in-One AI
solutions/Customized
AI computer vision
solutions
12 monthly installments 2022 Corporate Bank
Transfer/Bank
Acceptance Bill
7,015 5.5%
Customer H .. A company founded in 2020,
primarily engages in software
and technology information
services
Standard AI computer
vision solutions
60% of the contract amount
within 5 working days upon
contract signing; and the
remaining 40% of the
contract amount upon
acceptance
2023 Corporate Bank
Transfer/Bank
Acceptance Bill
6,012 4.7%
Customer I .. An institution founded in 2022,
primarily engages in the
sci-tech city planning and
implementation investment
promotion, land
development, and major
project investment
Software-defined
All-in-One AI
solutions
60% of the contract amount
within 15 working days upon
contract signing; and the
remaining 40% of the
contract amount upon
acceptance
2023 Corporate Bank
Transfer/Bank
Acceptance Bill
4,492 3.5%
Customer J .. A company founded in 1998,
primarily engages in the
postal services
Software-defined
All-in-One AI
solutions/Customized
AI computer vision
solutions
Upon acceptance 2021 Corporate Bank
Transfer/Bank
Acceptance Bill
4,106 3.2%
Total ..... 80,659 63.0%
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Customer Background
Solutions/ Services
provided Credit terms
Ye a r o f
commencement
of business
relationship Payment method
Sales
amount
%o fo u r
total revenue
RMB’000
For the year ended December 31, 2024
Customer K .. A company founded in 2006,
primarily engages in the
software and information
technology services
Large model solutions 95% of the contract amount
within 30 days of
acceptance; and the
remaining 5% of the contract
amount upon expiry of the
warranty period
2024 Corporate Bank
Transfer/Bank
Acceptance Bill
62,123 24.1%
Customer L .. A company founded in 2021,
primarily engages in smart
city civil engineering and
satellite remote sensing
technology applications
Software-defined
All-in-One AI
solutions
30% of the contract amount
within 15 days upon contract
signing; 30% of the contract
amount upon acceptance;
35% of the contract amount
upon completion of audit
procedures; and the
remaining 5% of the contract
amount upon expiry of the
warranty period
2022 Corporate Bank
Transfer/Bank
Acceptance Bill
20,805 8.2%
Customer M .. A company founded in 2018,
primarily engages in the
artificial intelligence and
large language model
technologies
Software-defined
All-in-One AI
solutions/Customized
AI computer vision
solutions
30% of the contract amount
within 10 working days upon
contract signing; 30% of the
contract amount upon
delivery; 30% of the contract
amount upon initial
acceptance; and the
remaining 10% of the
contract amount upon final
acceptance
2024 Corporate Bank
Transfer/Bank
Acceptance Bill
15,204 6.0%
Customer B .. A company founded in 2019,
primarily engages in
commercial services
Software-defined
All-in-One AI
solutions
60% of the contract amount
within 10 working days upon
initial acceptance; and the
remaining 40% of the
contract amount upon final
acceptance
2022 Corporate Bank
Transfer/Bank
Acceptance Bill
13,083 5.2%
Customer N .. A company founded in 2010,
primarily engages in
technology promotion and
application services
Software-defined
All-in-One AI
solutions/Customized
AI computer vision
solutions/Standard
AI computer vision
solutions
60% of the contract amount
within 20 working days upon
initial acceptance; and the
remaining 40% of the
contract amount upon final
acceptance
2023 Corporate Bank
Transfer/Bank
Acceptance Bill
11,518 4.6%
Total ..... 122,733 47.7%
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Customer Background
Solutions/ Services
provided Credit terms
Ye a r o f
commencement
of business
relationship Payment method
Sales
amount
%o fo u r
total revenue
RMB’000
For the nine months ended September 30, 2025
Customer D .. A company founded in 2017,
primarily engages in
intelligent connected vehicle
(ICV) technolog yR&Da n d
industrial big data cloud
platform services
Software-defined
All-in-One AI
solutions/Standard
AI computer vision
solutions/Customized
AI computer vision
solutions
30% of the contract amount
within 10 working days upon
contract signing; 40% of the
contract amount within 10
wording days upon delivery;
and the remaining 30% of
the contract amount within
10 wording days upon final
acceptance
2022 Corporate Bank
Transfer
9,387 6.9%
Customer R .. A company founded in 2015,
primarily provides intelligent
manufacturing solutions and
an industrial internet
platform
Large model solutions 30% of the contract amount
within 30 days upon contract
signing; 30% of the contract
amount within 30 days upon
delivery; and the remaining
40% of the contract amount
within 30 days upon
acceptance
2023 Corporate Bank
Transfer
8,962 6.6%
Customer S .. A company founded in 2021,
primarily engages in the
construction and operation of
an AI computing center and
the provision of public
computing power services
Software-defined
All-in-One AI
solutions
Upon final acceptance 2024 Corporate Bank
Transfer
8,447 6.2%
Customer T .. A company founded in 2020,
primarily operates as a
platform entity focused on
ecosystem innovation
services, industrial
investment promotion, talent
development, compatibility
testing and standards
formulation, and provides
cloud resources and technical
support to enterprises
Large model solutions 60% of the contract amount
within 10 working days upon
contract signing; and the
remaining 40% of the
contract amount upon
delivery
2025 Corporate Bank
Transfer
7,547 5.5%
Customer O .. A company founded in 2023,
primarily provides “data
intelligence + scenario
applications” solutions to
government agencies and
large enterprises, including
urban data governance,
industry large model training,
AIoT platforms and digital
visualization systems
Customized AI
computer vision
solutions
20% of the contract amount
upon contract signing; 35%
of the contract amount within
five working days upon
development fulfillment;
35% of the contract amount
within five working days
upon acceptance; 10% of the
contract amount within five
working days upon expiry of
the warranty period
2024 Corporate Bank
Transfer
7,264 5.3%
Total ..... 41,607 30.5%
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During the Track Record Period, changes in our five largest customers mainly resulted from our
business model and customer spending patterns. Our business is largely project-based, and customer
investments in AI tend to vary from year to year. Some customers may purchase many products upfront
when they first work with us and deploy a comprehensive AI solution that addresses most of their
business needs. In subsequent years, these customers usually only pay 10% to 20% of the initial project
cost for ongoing maintenance and support. Therefore, even if a customer is no longer among the five
largest customers in a given year, it doesn’t necessarily mean they have been lost.
Secondly, to support ongoing growth, we actively pursue new customers and project opportunities.
At the same time, we aim to retain and strengthen relationships with existing customers through new
product development and solution improvements, fostering long-term cooperation. We have a
multi-faceted strategy to deepen relationships with key accounts and secure stable, long-term growth.
For strategic alignment, we maintain strategic partnerships with industry leaders through regular
executive-level dialogue to align on technology roadmaps and business goals; and our cross-functional
teams (sales, execution, and product) provide customized solutions based on deep insights into client
needs. For ecosystem integration, we bolster customer stickiness and brand recognition by engaging
clients in market activities and collaborative industry initiatives, such as joint technology awards and
project exhibitions. For the value creation cycle, we ensure customer satisfaction by consistently
delivering superior product quality and after-sales service, and we also leverage these relationships to
uncover new business opportunities, fostering a sustainable cycle of value creation.
Since we define repurchased algorithms as algorithms purchased by any of our customers at least
twice, our repurchase rate is calculated by dividing the number of repurchased algorithms by the total
number of algorithms available for sale as of September 30, 2025, to reflect the reusability and market
recognition of the product. As such, our repurchase rate is independent of the retention rate of the five
largest customers, and there is no logical inconsistency between them. During the Reporting Period,
while the identity of our five largest customers varied, their procurement remained concentrated on our
products with higher repurchase rate.
Customer K was our largest customer in 2024 and is an Independent Third Party. It was founded
in May 2006 and is a subsidiary of a large state-owned enterprise (which is a Fortune Global 500
company with sound credit history). Customer K’s business mainly covers three areas: smart
transportation, smart energy and smart city solutions. Customer K became aware of us because of our
strong industry presence and reputation for delivering high-quality solutions. During the planning stage
of its project, Customer K proactively approached us and invited us to participate in the bidding process
as well as the proof-of-concept (POC) stage to demonstrate our capabilities. Following productive
business discussions, we successfully reached a cooperation agreement with Customer K.
In 2024, our transaction with Customer K involves two contracts, both are related to large model
solutions. The first contract, with a sales amount of approximately RMB38.1 million, relates to a
large-scale AI infrastructure project. The project mainly includes L1-level model fine-tuning based on
foundational large models, L2-level industry-specific model development, agent and tool development,
and large model cluster training. For the first contract, the project commenced its preliminary approval
and proof-of-concept (POC) in March 2024. The POC was successfully passed in May 2024. The
overall project deployment was completed in November 2024, and Customer K signed the project
acceptance certificate on December 12, 2024, marking the completion and delivery of the project. The
second contract, with a sales amount of approximately RMB24.0 million, relates to an AI scenario
innovation center project. The project involves the deployment and delivery of multiple systems and
platforms, including an AI large model platform, AI data annotation platform, AI computing
management system, storage management system, AI scheduling system, CPU server scheduling system,
cloud management platform and AI development software. For the second contract, the project
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commenced its preliminary approval in August 2024. The overall project deployment was completed in
November 2024, and Customer K signed the project acceptance certificate on December 27, 2024,
marking the completion and delivery of the project.
In 2025, Customer K became a repeat customer of ours and entered into yet another contract with
us in relation to our large model solution, and asked us to further update the solution we previously
delivered to them. In this sense, we believe our cooperation relationship with Customer K is not
one-off.
Our settlement with Customer K was delayed during the Track Record Period, primarily
attributable to (i) the longer internal budgeting, approval and fund allocation processes typical of public
sector customers; and (ii) the relatively large contract amount involved, which required additional
internal review and payment authorization procedures. In view of Customer K’s state-owned
background and sound credit history, our long-standing cooperative relationship, as well as the smooth
execution of the projects with Customer K, we granted Customer K additional time for actual
settlement. The remaining balance of the project is expected to be collected on a quarterly basis through
the third quarter of 2026. According to Frost & Sullivan, such delays were generally consistent with
industry norm and did not typically affect the long-term creditworthiness of the customers. Our
Directors are of the view that we do not face material collection risk in respect of such trade
receivables. As of the Latest Practicable Date, we were in active negotiations with several large model
solution customers. We confirm that we do not rely on any single customer.
Agreements with Customers
Set forth below is a summary of the key terms of our agreements with our customers:
Delivery We shall deliver the solutions as mutually agreed by both parties and
ensure the stable and continuous operation of the system.
Warranty We generally provide customers with a warranty period of 12 months
commencing from the date of acceptance.
Use of Data To ensure the quality of delivery, the customer agrees to provide data to us
in the specified formats and authorizes us to use such data for the
development of customized products. The customer shall ensure that the
data sources are lawful and compliant, and that they meet the requirements
of applicable laws and regulations.
Intellectual Property We own the intellectual property rights to the solutions and all related
developed results. Each party shall retain ownership of its pre-existing
intellectual property.
Intellectual Property
Warranty
We warrant that our solutions do not infringe any third-party intellectual
property rights and we shall bear legal liabilities arising from any such
infringement.
Confidentiality Both parties shall keep confidential all technical information, business
data, customer materials and other information disclosed pursuant to this
contract and shall not disclose such information to any third parties
without prior written consent. Upon termination of the contract, the
receiving party shall return or destroy confidential information. The
confidentiality obligations shall survive indefinitely.
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Termination Any unilateral modification or termination of the contract without the prior
written consent of the other party shall be null and void.
The key commercial terms of transactions during the Track Record Period between us and
Customer K are summarized as follows: (i) scope of products and services. We provide large model
solutions, including related platforms and large model software modules, together with related
configuration, deployment and technical support services; (ii) payment terms. Payments are structured
in instalments and are generally linked to contractual milestones, including execution of the agreement,
completion of delivery and deployment, and final acceptance; (iii) delivery and acceptance. We are
required to complete delivery and deployment within the agreed timeframe following the effectiveness
of the agreements. Upon completion, Customer K conducts acceptance testing in accordance with the
agreed technical standards and specifications. If the delivered solutions meet the contractual
requirements, Customer K issues a written acceptance confirmation. In the event of non-conformity, we
are required to rectify such deficiencies within the specified period; (iv) warranty and after-sales
services. We provide warranty and technical support services for a specified period (generally one year)
following acceptance. During the warranty period, we are responsible for remedying defects attributable
to the solutions’ performance. After the warranty period, maintenance and technical services may be
provided subject to further agreement between the parties; (v) intellectual property. Intellectual property
rights in the solutions remain with us, and Customer K is granted a lawful right to use the licensed
solutions within the agreed scope; and (vi) termination. Either party may terminate the agreements upon
a material breach by the other party if such breach is not remedied within the agreed rectification
period.
We define and specify the permitted scope of use of our technologies in our agreements with
customers. Customers are contractually prohibited from using our technologies for any illegal, unethical
or inappropriate purposes. any authorized use would constitute a breach of contract and may expose the
customers to contractual liabilities, including the requirement to pay compensation under the relevant
agreements, and we reserve the right to pursue legal remedies when necessary.
In addition, we have internal compliance and monitoring measures in place to help ensure our
technologies are used properly and lawfully, including (i) customer due diligence. we conduct
know-your-customer procedures and review customers’ business backgrounds, qualifications, and
credibility before onboarding; (ii) contractual usage restrictions. Our agreements explicitly restrict the
purposes for which our technologies can be used and require customers to comply with all applicable
laws and regulations; and (iii) cooperation with authorities. Where required, we cooperate with
regulators and relevant authorities in investigating and handling any illegal or inappropriate use of our
technologies.
To the best of our knowledge, none of our directors, their respective associates or any Shareholder
who owned more than 5% of our issued share capital as of the Latest Practicable Date, had any interest
in any of our five largest customers in each year/period of the Track Record Period. During the Track
Record Period, we did not experience any material breach of agreements with our customers or any
material services or product returns from our customers.
OUR SUPPLIERS
We procure certain software, devices and services, such as on-site installation and construction
services, from qualified suppliers for our daily operation and delivery of our products and solutions,
primarily in China. We have maintained stable relationships with our suppliers to ensure consistent
supply and timely delivery. During the Track Record Period, we did not experience any material price
fluctuations in the products and services we procured.
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Our suppliers can be broadly classified into two main categories: (i) project-based suppliers that
provide materials or services to satisfy demand from our external projects, which mainly include
application software development, outsourcing services, and software and hardware standard product
supply; and (ii) R&D-based suppliers that support our internal R&D activities, which mainly include
cloud computing power services and data services. In the early stage of the Track Record Period, our
top five suppliers mainly consisted of project-based suppliers, as our external projects accounted for a
larger proportion of our operations. As different external projects often require different suppliers, our
top five suppliers changed frequently during this period. In the later stage of the Track Record Period,
as we increased our internal R&D investment, our procurement from R&D-based suppliers became
higher than that from project-based suppliers. In addition, the costs of R&D resources, such as cloud
computing power, fluctuate with market conditions, which further contributed to the continuous changes
in our top five suppliers during the Track Record Period.
We generally enhance our supplier retention by (i) offering favorable payment terms to
high-quality suppliers to improve their cash flow efficiency; (ii) actively inviting these suppliers to
participate in our industry events to help them connect with more potential customer resources; and (iii)
engaging in their marketing activities as a reference case to endorse their capabilities and value.
We engage reputable third-party logistics providers to handle the transportation of our
software-defined All-in-One AI solutions. These providers are selected based on a rigorous evaluation
process. Our hardware inventory is stored at our office premises, where we have implemented inventory
management systems to support tracking and control of our inventory. For details, please refer to
“Financial Information — Discussion of Certain Key Items of Consolidated Statements of Financial
Position — Inventories” in this Prospectus.
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Our purchases from our five largest suppliers in each year/period during the Track Record Period
amounted to RMB30.0 million, RMB66.0 million, RMB77.0 million and RMB57.0 million,
respectively, accounting for 49.7%, 63.3%, 51.4% and 63.2% of our total purchases, respectively. Our
purchases from our largest suppliers in each year/period during the Track Record Period amounted to
RMB12.4 million, RMB48.3 million, RMB22.9 million and RMB14.3 million, respectively, accounting
for 20.6%, 46.3%, 15.3% and 15.9% of our purchases, respectively. The following table sets forth
details of our top five suppliers in each year/period during the Track Record Period:
Supplier Background
Solutions/Services
provided Credit terms
Ye a r o f
commencement
of business
relationship Payment method
Purchase
amount
%o fo u r
total
purchases
RMB’000
For the year ended December 31, 2022
Supplier A ... A company founded in 2011,
primarily engages in
technical development and
sales of computer hardware
& software, and other
domestic trade
Artificial intelligence
algorithm models
and structured
analysis systems
20% of the contract amount
within 7 working days upon
contract signing; 20% of the
contract amount upon
delivery; 20% of the contract
amount upon initial
acceptance; and 40% of the
contract amount upon final
acceptance
2020 Wire transfers 12,444 20.6%
Supplier B ... A company founded in 2014,
primarily engages in internet
technology & services
Development of
customized
visualization
dashboard software
30% of the contract amount
upon contract signing; and
70% of the contract amount
upon acceptance
2022 Wire transfers 5,442 9.0%
Supplier C ... An institution, primarily
engages in research on road
traffic management
technologies to enhance
traffic safety
Interface adaptation of
traffic command
systems
10 days 2020 Wire transfers 4,245 7.0%
Supplier D ... A company founded in 2020,
primarily engages in
technology development and
consulting services in
information technology,
network technologies,
computer hardware &
software, telecommunication
equipment
Algorithm training
services
90% of the contract amount
upon contract signing; and
10% of the contract amount
upon acceptance
2022 Wire transfers 4,143 6.9%
Supplier E ... A company founded in 2019,
primarily engages in
technical services,
development, consulting,
exchange, transfer, and
promotion
Development of
customized cloud
management
platform software
15 days 2022 Wire transfers 3,774 6.2%
Total ..... 30,048 49.7%
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Supplier Background
Solutions/Services
provided Credit terms
Ye a r o f
commencement
of business
relationship Payment method
Purchase
amount
%o fo u r
total
purchases
RMB’000
For the year ended December 31, 2023
Supplier F ... A company founded in 2021,
primarily engages in
wholesale of computers,
software & peripheral
equipment
Inference servers and
networking
equipment
30% of the contract amount
within two days upon
contract signing; and the
remaining 70% of the
contract amount within 12
months upon contract signing
2022 Bill Payment &
Wire transfers
48,261 46.3%
Supplier G ... A company founded in 2006,
primarily engages in
technical services,
development, consulting,
exchange, transfer and
promotion; internet
information services; basic
telecommunications services
Cloud Services/
Computing Power
15 days 2023 Wire transfers 5,830 5.6%
Supplier H ... A company founded in 2017,
primarily engages in
technical services,
development, consulting,
exchange, transfer and
promotion
Computing accelerator
cards
20% of the contract amount
within ten days upon contract
signing; 80% of the contract
amount within 40 days upon
acceptance
2023 Wire transfers 5,363 5.2%
Supplier I ... A company founded in 2019,
primarily engages in
technology development,
technical consulting &
services; sales of computers,
software & peripheral
equipment
Inference servers 30% of the contract amount
prepaid; 70% of the contract
amount within one month
upon delivery
2023 Wire transfers 3,621 3.5%
Supplier J ... A company founded in 2015,
primarily engages in natural
science R&D; cybersecurity
software development;
mobile communication
equipment sales
Development of
customized software
for statistical
analysis and
presentation
10 days 2021 Wire transfers 2,830 2.7%
Total ..... 65,905 63.3%
BUSINESS
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Supplier Background
Solutions/Services
provided Credit terms
Ye a r o f
commencement
of business
relationship Payment method
Purchase
amount
%o fo u r
total
purchases
RMB’000
For the year ended December 31, 2024
Customer F/
Supplier K ..
A company founded in 2000,
primarily engages in fixed
network local telephone
services (including local
wireless loop services),
public telegraph and telex
services
Cloud Services/
Computing Power
One month 2023 Wire transfers 22,936 15.3%
Supplier L ... A company founded in 2019,
primarily engages in
computer hardware, software
& peripheral equipment
manufacturing; technical
services, R&D, consulting,
exchange, transfer &
promotion
Artificial intelligence
foundation model
software and cloud
management
software
30% of the contract amount
upon confirmation of
software design; 65% of the
contract amount within 30
days upon acceptance; and
the remaining 5% of the
contract amount upon expiry
of the warranty period
2024 Wire transfers 17,707 11.8%
Supplier M .. A company founded in 2022,
primarily engages in IoT
technical services;
information system
integration services; smart
control system integration
Artificial intelligence
foundation model
software
30% of the contract amount
upon confirmation of
software design; 65% of the
contract amount within 30
days upon acceptance; and
the remaining 5% of the
contract amount upon expiry
of the warranty period
2024 Wire transfers 15,044 10.0%
Supplier N ... A company founded in 2015,
primarily engages in R&D in
intelligent technologies,
network technologies, and
facial recognition systems
Development of
customized digital
twin software
30% of the contract amount
within 10 working days upon
software development; 50%
of the contract amount within
10 working days upon
delivery; and the remaining
20% of the contract amount
within 10 working days upon
acceptance
2024 Wire transfers 10,782 7.2%
Supplier H ... A company founded in 2017,
primarily engages in
technical services,
development, consulting,
exchange, transfer and
promotion
Computing accelerator
cards
20% of the contract amount
within 10 working days upon
contract signing; 40% of the
contract amount within 10
working days upon
acceptance; 20% of the
contract amount within 20
working days upon
acceptance; and the
remaining 20% of the
contract amount within 40
working days upon
acceptance
2023 Wire transfers 10,576 7.1%
Total ..... 77,045 51.4%
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Supplier Background
Solutions/Services
provided Credit terms
Ye a r o f
commencement
of business
relationship Payment method
Purchase
amount
%o fo u r
total
purchases
RMB’000
For the nine months ended September 30, 2025
Supplier Q ... A company founded in 2016,
primarily engages electronic
components, integrated
circuits (ICs), optoelectronic
products, semiconductors,
solar energy products
Cloud computing
power services
Settled monthly based on actual
usage
2023 Wire transfers 14,313 15.9%
Supplier N ... A company established in 2015,
primarily engages in
intelligent and network
technology development
(including face
recognition-related R&D),
software technical services,
system integration and
related engineering/services
Customer customized
software
development
outsourcing
80% of the contract amount
within 15 days upon
acceptance; 20% of the
contract amount within 45
days upon acceptance
2024 Wire transfers 12,311 13.7%
Supplier O .. A company founded in 2019,
primarily engages in AI
application software
development; AI foundation
software development;
internet data services
Cloud computing
power services
Settled monthly based on actual
usage
2025 Wire transfers
/Bill Payment
11,988 13.3%
Customer F/
Supplier K .
A company founded in 2000,
primarily engages in fixed
network local telephone
services (including local
wireless loop services),
public telegraph and telex
services
Cloud computing
power services
Settled monthly based on actual
usage
2023 Wire transfers 10,299 11.4%
Supplier P ... A company founded in 2021,
primarily engages in
information system operation
& maintenance services; IT
consulting services; network
technical services; software
development
Data annotation
services outsourcing
30% of the contract amount
within five days upon
contract signing; 60% of the
contract amount within five
days upon delivery; the
remaining 10% of the
contract amount within five
days upon acceptance
2022 Wire transfers 8,047 8.9%
Total ..... 56,958 63.2%
Selection of Suppliers
To maintain the high-quality and stability of our products and solutions, we implement a stringent
selection system to select suppliers.
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Preliminary Screen
We prioritize partnerships with established suppliers who are industry leaders in their respective
fields or have a proven track record of successfully delivering comparable products or services. Key
selection criteria includes suppliers’ business qualifications, financial stability and experiences serving
clients with similar needs, all of which ensure meeting our operational and technical requirements. We
also value their ability to scale operations to meet demand fluctuations, strict follow project timelines
and deliverables, and comply with data security standards and regulatory obligations. For software
procurement such as cloud services, we include clear service-level agreements, data protection clauses
and intellectual property safeguards in our contracts.
Internal Testing
After preliminary selection, we conduct internal testing and verification of the products and
services provided by suppliers. Only suppliers that meet our stringent quality and performance
requirements are added to our approved supplier list.
On-Site Audit
For the potential suppliers we intend to initiate cooperation, we would conduct on-site audits to
assess their production facilities, manufacturing capabilities and quality control systems, ensuring that
they meet our technical specifications and operational requirements.
Termination of Procurement
We will terminate procurement from certain suppliers under the following circumstances: (i)
technological advancement render them unable to meet our updated requirements; (ii) material changes
impair their operational capabilities; or (iii) significant quality defects in their products that
compromise our standards.
Agreements with Suppliers
Set forth below is a summary of key terms with our suppliers:
Specifications We shall specify the names, specifications, configurations, quantities of
goods or the content and requirements of services in the contract.
Fees and payment The contract generally sets forth payment terms in the form of installment
ratios or as a lump-sum payment. Suppliers are required to issue V AT
invoices prior to receiving full payment.
Delivery Suppliers are responsible for delivering goods or services to the designated
location while we are obliged to provide written notice in advance
regarding delivery arrangements.
Risk Transfer We are required to a sign delivery receipt upon the arrival of goods. The
risk of loss or damage transfers to us upon signing the receipt or on the
agreed delivery date (if signing is delayed due to our reasons).
Acceptance Goods and services are subject to preliminary and final acceptance. We are
required to raise any objections regarding quality or quantity in writing
within the acceptance period.
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Quality Guarantee Suppliers provide standard warranty services, generally ranging from one
to three years. The warranty does not cover damage caused by human
error, unauthorized modifications or force majeure events.
Data Security and
Compliance Guarantee
Suppliers shall guarantee that they are in compliance with laws and
regulations in providing data services to us and do not infringe any other
third party’s legal rights, capable of meeting our business and data
processing needs, and take reasonable technical and management measures
to ensure data security.
Confidentiality Both parties shall maintain the confidentiality of any business secrets,
technical data and user information disclosed during the term of the
contract. Such confidentiality obligations shall survive the termination of
the contract.
Termination Unilateral modification or termination of the contract without the prior
written consent of the other party shall constitute a breach of contract.
OVERLAPPING CUSTOMERS AND SUPPLIERS
During the Track Record Period, certain of our five largest customers in each year/period of the
Track Record Period also served as our suppliers, or vice versa, including:
Customer C, one of our five largest customers in 2022, was also a supplier during the Track
Record Period. Customer C contributed to RMB8.6 million, RMB3.2 million, nil and nil of our revenue
for each period of the Track Record Period, respectively, and RMB0.7 million, nil, nil and nil of our
purchase amounts in the same periods, respectively. We sold our AI computer vision solutions to
Customer C during the Track Record Period. As a separate and independent matter, we also procured
device installation and deployment services from Customer C during the Track Record Period.
Customer E, one of our five largest customers in 2022, was also a supplier during the Track
Record Period. Customer E contributed to RMB5.4 million, RMB3.3 million, RMB0.3 million and
RMB0.1 million of our revenue for each period of the Track Record Period, respectively, and RMB0.1
million, RMB0.1 million, RMB0.1 million and RMB0.1 million of our purchase amounts in the same
periods, respectively. We sold our AI computer vision solutions to Customer E during the Track Record
Period. As a separate and independent matter, we also procured computing power services from
Customer E during the Track Record Period.
Customer F/Supplier K, one of our five largest customers in 2023, was also one of our five largest
suppliers in 2024 and nine months ended September 30, 2025. Customer F/Supplier K contributed to
RMB0.2 million, RMB59.0 million, RMB2.7 million and RMB82.1 thousand of our revenue for each
period of the Track Record Period, respectively, and nil, RMB0.3 million, RMB22.9 million and
RMB10.3 million of our purchase amounts in the same periods, respectively. In 2023, we undertook the
Domestic Supercomputing Data Storage and Supporting Service Platform Construction Project from
Customer F/Supplier K, which is a nationwide key project. Under this project, we provided Customer F
with integrated deployment and implementation solutions for both software and hardware, including the
basic software for data sharing service platform, the software development for the AI application
platform, and the joint commissioning and integration of storage and network hardware equipment. It is
the reason of our significant increase in revenue generated from Customer F/Supplier K in 2023. We
sold our AI computer vision solutions to Customer F/Supplier K during the Track Record Period. As a
separate and independent matter, we also procured IDC room hosting service from Customer F/Supplier
K in 2023 and procured cloud computing power services from Customer F/Supplier K in the nine
months ended September 30, 2025. In 2024, our overall research and development demand increased
significantly, as we undertook a number of key R&D projects, such as Research and Industrialization
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Demonstration of Key Technologies of Domestic Technology Base of Computer Vision AI Algorithm
Development Platform and the Key Technologies and Applications of Multi modal Large Models and
Tool Chains. With the promotion of R&D, our demand for computing power has also continued to rise.
Customer F/Supplier K, one of the three major telecommunications operators in the PRC, operates a
stable and large-scale computing power center and is able to provide high-quality computing power
rental services. As a result, we purchased a large amount of computing power from Customer
F/Supplier K, which led to a significant increase in our procurement of services from Supplier
K/Customer F in 2024.
Customer N, one of our five largest customers in 2024, was also a supplier during the Track
Record Period. Customer N contributed to nil, nil, RMB5.0 million and RMB11.3 thousand of our
revenue for each period of the Track Record Period, respectively, and nil, RMB0.2 million, nil and nil
of our purchase amounts in the same periods, respectively. We sold our AI computer vision solutions to
Customer N during the Track Record Period. As a separate and independent matter, we also procured
software from Customer N during the Track Record Period.
Supplier E, one of our five largest suppliers in 2022, was also a customer during the Track Record
Period. Supplier E contributed to RMB17.1 thousand, RMB21.0 thousand, nil and nil of our revenue for
each period of the Track Record Period, respectively, and RMB3.8 million, nil, RMB0.6 million and nil
of our purchase amounts in the same periods, respectively. We sold our AI computer vision solutions to
Supplier E during the Track Record Period. As a separate and independent matter, we also procured
software from Supplier E during the Track Record Period.
Supplier Q, one of our five largest suppliers in 2025, was also a customer during the Track Record
Period. Supplier Q contributed to nil, RMB1.9 thousand, RMB21.9 thousand and RMB10.2 thousand of
our revenue for each period of the Track Record Period, respectively, and nil, nil, RMB1.1 million and
RMB14.3 million of our purchase amounts in the same periods, respectively. We sold our AI computer
vision solutions to Supplier Q during the Track Record Period. As a separate and independent matter,
we also procured computing power services from Supplier Q during the Track Record Period.
According to Frost & Sullivan, such arrangements are common in the AI solution industry. Our
Directors confirm that all of our sales to and purchases from Customer C, Customer E, Customer
F/Supplier K, Customer N, Supplier E and Supplier Q were conducted in the ordinary course of
business under normal commercial terms and on arm’s length basis.
COMPETITION
The AI computer vision solution industry and large model solution industry in which we operate
are increasingly competitive and characterized by rapid technological evolution, fast-changing customer
demands and preferences, frequent introductions of new solutions and services and constant emergence
of new industry standards and practices. We face competition from established companies focused on
AI technology development and commercialization, as well as from potential new entrants. Please refer
to “Risk Factors — Risks Relating to Our Business and Industry — The industries in which we operate
are characterized by constant changes in this Prospectus. If we fail to continuously develop and
innovate our technology and provide innovative solutions that meet customers’ evolving needs, we may
not be able to retain existing customers, attract new customers or increase market share.”
RISK MANAGEMENT AND INTERNAL CONTROL
We have in place a robust risk management and internal control system. We adopt and continually
improve our internal control mechanisms to ensure compliance of our business operations. Furthermore,
we conduct periodic reviews of the implementation of our risk management policies and internal
control measures to ensure their effectiveness and sufficiency.
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We are dedicated to upholding the legal compliance of our operations and management,
safeguarding assets and ensuring the accuracy and completeness of financial reports and related
information. Our commitment extends to enhancing operational efficiency and effectiveness, thereby
fostering the achievement of our strategic development goals.
Our internal audit department is responsible for independent audit supervision of our business
operations and internal controls in accordance with applicable laws, regulations, and our articles of
association, following principles of objectivity, impartiality and prevention. Our Board is collectively
responsible for establishing, implementing and overseeing our risk management mechanisms and overall
risk management.
Operational Risk Management
We take a comprehensive approach with regard to operational risk management and implement a
mechanism with clear and decentralized responsibilities as well as defined rewards and punishment
systems. Our information technology, human resources, finance and operations departments are
collectively responsible for ensuring the compliance of our operations with internal procedures. In the
event of a major adverse event, the matter will be escalated to our CEO for appropriate action. Through
effective operational risk management, we aim to keep operational risks within a reasonable range by
identifying, measuring, monitoring and mitigating such risks to minimize potential losses.
Compliance Risk Management
We have established sound compliance risk management procedures to effectively identify and
manage compliance risks and to ensure that our operations comply with applicable laws and
regulations.
In accordance with such procedures, our legal department carefully reviews contracts entered into
with customers and suppliers. Before entering into any contracts or business arrangements, our legal
department reviews the contract terms and examines related documents, including all necessary due
diligence materials and licenses and permits obtained by the other party to fulfill its obligations under
the relevant contract.
In addition, we continually monitor changes in relevant laws and regulations as well as the
regulatory environment to ensure compliance in our business operations. We delegate the responsibility
of monitoring compliance in specific business areas to representatives from those areas. Compliance
responsibilities are clearly defined within departments and reported to our CEO. Additionally, we also
have an internal control department that regularly evaluates and supervises our compliance efforts and
reports to our general manager and the Board.
Intellectual Property Risk Management
Please refer to “— Intellectual Property” in this section.
Data Compliance and Data Security Risk Management
Please refer to “— Data Compliance and Data Security” in this section.
INFORMATION TECHNOLOGY
IT is fundamental to our daily operations. We primarily utilize the ERP system to meet our varied
operational needs, covering sales management, supply chain management, customer management,
employment management and project management.
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We procure IT systems and software under specified security requirements. We regularly inspect
these systems for vulnerabilities, perform upgrades to address identified issues, and back up data
periodically. For access control, we adopt a whitelist approach, allowing access only through the
corporate internal VPN.
During the Track Record Period and up to the Latest Practicable Date, we had not experienced
any material IT system failures or downtime that materially and adversely affected our business
operations. Please refer to “Risk Factors — Risks Relating to our Business and Industry — Our
technology infrastructure may experience unexpected system failure, interruption, inadequacy, security
breaches or cyber-attacks in this Prospectus. Our reputation, business and results of operations may be
harmed by service disruptions or by our failure to timely and effectively scale up and adapt our existing
technology and infrastructure”.
PROPERTIES
Our headquarters office is located in Qingdao, China. As of September 30, 2025, we did not own
any properties but leased five properties in the PRC with a total gross floor area of 11,203.7 sq.m. Our
leased properties are primarily used for office purposes.
As of September 30, 2025, none of the properties owned or leased by us had a carrying amount of
15% or more of our consolidated total assets. According to Chapter 5 of the Listing Rules and section
6(2) of the Companies Ordinance (Exemption of Companies and Prospectus from Compliance with
Provision) Notice, this document is exempt from the requirements of section 342(1)(b) of the
Companies (Winding up and Miscellaneous Provisions) Ordinance to include all interests in land or
buildings in a valuation report as described under paragraph 34(2) of the Third Schedule to the
Companies (Winding up and Miscellaneous Provisions) Ordinance.
As of the Latest Practicable Date, six of our lease agreements had not been registered with
relevant authorities. Please refer to “Risk Factors — Risks Relating to our Business and Industry — We
may face penalties for the non-registration of our lease agreements” in this Prospectus.
SEASONALITY
Our results of operations are subject to significant seasonal fluctuations.
We primarily serve enterprises, whose project funding is sourced from their digital transformation
or IT budgets. Typically, enterprises establish their annual budgets around the Chinese New Year,
conduct solution evaluations and supplier selections during the first three quarters, and proceed with
project development and delivery primarily in the second half of the year. Consequently, our business
exhibits notable seasonality, with a higher proportion of revenue recognition recognized in the second
half of the year, especially in the fourth quarter. During the Track Record Period, our revenue from the
second half of the year accounted for 75% to 90% of our annual revenue, on average. According to
Frost & Sullivan, such seasonal fluctuations are common in the industry, primarily because many
projects start early in the year but are accepted by customers toward the end of the year, when annual
budgets are finalized. As a result, revenue is often recognized and centralized in the second half or
fourth quarter of the year.
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EMPLOYEES
As of September 30, 2025, we had 250 full-time employees, all based in the PRC. The following
table sets forth the breakdown of our employees by business function as of the same date:
Business Function
Number of
Employees Percent
(%)
General Management Office ........................... 30 12.0
General Administration Center .......................... 18 7.2
Operations & Marketing Center ......................... 26 10.4
R&D Center ....................................... 66 26.4
Sales & Service Center ............................... 34 13.6
Data Development Center ............................ 41 16.4
Product & Technology Center .......................... 35 14.0
Total ............................................ 250 100.0%
Our success depends on our ability to attract, retain and motivate qualified personnel. As part of
our talent management strategy, we offer employees competitive base salaries, performance-based
bonuses and other incentives. We also provide allowances for high temperature, telecommunication and
transportation. Our recruitment primarily relies on on-campus recruitment, social recruitment and
internal referral. We are committed to fostering a fair and equal working environment for all employees.
We place significant emphasis on employee training and development. To support our employees’
growth, we organize three types of training programs for our employees. New employee onboarding
training is conducted within the first month of employment to help new hires become familiar with our
corporate culture and basic work requirements. General mandatory training is provided to all employees
on a regular basis, with content tailored to address evolving business needs. Furthermore, we offer
specialized and professional training programs that are open to all employees, aiming to enhance their
technical and professional capabilities.
As required by law and regulations in China, we participate in social insurance and housing
provident fund schemes, and we are obligated to make contributions at prescribed rates based on our
employees’ salaries, bonuses and certain allowances.
We place great importance on the health and safety of our employees and strictly comply with
applicable laws and regulations. To promote employee well-being, we conduct regular health check-ups
and necessary occupational safety protection supplies. For employees in designated positions, we
purchase accident insurance to safeguard their safety and health during work. During the Track Record
Period, we did not experience any material workplace injuries or work-related employee fatalities.
We believe that we have generally maintained good working relationships with our employees.
During the Track Record Period, we did not encounter any significant labor disputes or material
difficulties in recruiting personnel to support our operations.
INSURANCE
We maintain insurance policies in compliance with relevant laws and regulations and based on our
assessment of the needs of operational needs and prevailing industry practices. Our principal insurance
coverage includes social insurance and housing provident fund contributions, as well as employer’s
liability insurance. We believe our current insurance coverage is adequate for our business operations in
China. During the Track Record Period, we did not make any material insurance claims related to our
business.
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LICENSES, PERMITS, APPROV ALS AND CERTIFICATES
We are required to obtain various licenses, permits, approvals and certificates to operate our
business in compliance with applicable laws and regulations. As advised by our PRC Legal Advisors,
we had obtained all requisite licenses, permits, approvals and certificates essential to our operations, all
of which were valid and subsisting as of the Latest Practicable Date. We regularly renew these essential
permits and licenses maintain compliance with relevant legal requirements and do not anticipate any
material difficulties in the renewal process, provided we continue to meet the applicable conditions and
regulatory standards.
LEGAL PROCEEDINGS AND COMPLIANCE
During the Track Record Period and up to the Latest Practicable Date, we had not been a party,
and were not, a party to any material legal, arbitral or administrative proceedings. Furthermore, we
were not aware of any pending or threatened legal, arbitral or administrative proceedings against our
Group or our Directors that could, individually or in the aggregate, have a material adverse effect on
our business, financial condition or results of operations.
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE
Environmental, Social and Corporate Governance Policy
We recognize the significance of integrating ESG considerations into our business practices and
operations. This policy reflects our commitment to environmental stewardship, social responsibility, and
strong corporate governance, aligning with the evolving expectations of our stakeholders.
Governance Structure
The Board sets our strategic direction, ensuring alignment between its ESG strategy, values, and
core businesses. The ESG strategy is developed through the evaluation, prioritization and management
of these issues and risks. The Board will adopt the following approach to manage material ESG issues:
Identify — The Board will engage internal and external stakeholders to identify material ESG
issues, as it believes open dialogue is crucial for business sustainability.
Strategic
Planning
— The Board will set up risk management and internal control systems, which are
designed to meet our business needs and minimize our risk exposure.
Assess — Beyond stakeholder discussions, the Board will engage an independent third party
to assess our performance in environmental protection and climate change.
Review — The Board will annually review progress against ESG goals to improve
performance. A systematic risk management framework ensures effective
financial, operational, compliance, and asset management controls.
To enhance implementation, the Board plans to form an ESG Committee, headed by a Director
and including representatives from across our Company to ensure all operations are covered. The
Committee will report quarterly to the Board on ESG performance, sustainability objectives, and
environmental and social responsibility.
We will adopt policies to promote board diversity in gender, age, culture, and education. The
Board will also receive regular ESG competency training to strengthen oversight and management of
ESG issues within our Company.
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The Remuneration and Appraisal Committee assists with executive Director remuneration,
performance evaluation, incentive schemes, and service contracts. While ESG metrics are not yet
included in Director compensation, we are actively exploring policies to incorporate climate change
achievements into executive remuneration.
Climate-Related Risks and Opportunities
As an AI solutions provider, we face climate-related risks from extreme weather, rising sea levels,
and infrastructure disruptions, as well as transition risks from regulatory and customer pressures. These
also present opportunities to address climate concerns, enhance resilience, and adapt to sustainable
technologies. The climate risks and opportunities identified by us are discussed below.
Physical Risks
As an AI development platform, our business depends on high-performance computing, cloud
infrastructure, and data transmission networks. While we do not own physical data centers, we relies on
third-party cloud providers and network infrastructure, making us vulnerable to climate-related physical
risks, including increased severity of extreme weather events like cyclones and floods, increased
variability in weather patterns, and rising sea levels, thus leading to heightened chances of service
outages and interruptions in data transmission. In addition, higher temperatures may also increase
cooling demands for data centers, which would lead to elevated energy costs and carbon footprints.
Transition Risks
In terms of transition risks, the global focus on climate change and sustainability brings forth new
regulations and policies such as stricter carbon reporting or taxes on high-energy AI models that would
impact telecommunications and cloud service providers, as well as our operating costs. Energy price
volatility due to increased demand for energy may also affect service expenses. As climate awareness
and sustainability concerns grow, customers may shift to prioritizing working with environmentally
responsible companies. Neglecting climate risks and sustainability practices can result in reputational
damage and client loss. Therefore, a transition to sustainable technologies and practices such as
adopting renewable energy and energy-efficient solutions, while potentially costly and could disrupt
business operations, may be necessary to mitigate climate risks.
Mitigation of Physical and Transition Risks
To address physical risks, we maintains disaster recovery procedures and backup systems to
ensure operational continuity during infrastructure disruptions. We also prioritize energy-efficient
vendors committed to reducing carbon footprints.
For transition risks, the legal department monitors evolving climate regulations to ensure
compliance. We actively researches sustainable technologies to minimize our carbon footprint, aiming
to uphold our reputation and retain customer loyalty through demonstrated environmental responsibility.
Opportunities
In addition to developing mitigation measures for the identified climate risks, we have also
explored opportunities arising from climate change to strengthen our resilience and adapt to the
transition towards a low-carbon economy. Furthermore, we are conducting research to develop more
energy-efficient algorithms and greener AI models to reduce carbon emissions related to data storage
and processing.
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A. Environmental Policies
We have complied with relevant PRC environmental law and regulations, which are strictly
enforced by local environmental protection authorities through regular inspections. These include, but
not limited to the Environmental Protection Law of the PRC, the Law of the PRC on the Prevention and
Control of Atmospheric Pollution, and the Water Pollution Prevention and Control Law of the PRC.
During the Track Record Period and up to the Latest Practicable Date, we were not subject to any
material fine, claim or administrative penalties arising from non-compliance with applicable
environmental laws and regulations.
Environmental Policy
We commit to improving resource management by responsibly utilizing energy and water for
business and societal benefit and implementing effective energy and water management measures. This
also includes the effective management of emissions and energy efficiency, such as reducing overall
energy consumption, prioritizing energy-efficient equipment in procurement, minimizing business air
travel in favor of public transport, and ensuring electrical equipment and lights are switched off when
not in use. For waste management, we will comply with all relevant laws, minimize waste generation at
the source, and maximize reuse and recycling wherever possible.
Significant Impacts on the Environment and Natural Resources
Due to our business nature, our operations have not significantly impacted the environment, which
primarily consume electricity and emit greenhouse gases. We track this consumption and emissions to
identify areas for improvement and to foster a culture of environmental responsibility among
employees. While operational waste generation is limited, we have adopted a waste management policy
to minimize waste wherever possible.
Environmental Metrics and Targets
Greenhouse Gas Emissions
The following table shows our greenhouse gas emissions for the periods indicated:
For the Y ear Ended December 31,
For the Nine
Months Ended
September 30,
Scope of
Greenhouse gas emissions Emission Sources Unit 2022 2023 2024 2025
Scope 1 emission 1 ..... N/A2 tCO2e N/A N/A N/A N/A
Scope 2 emission 3 ..... Purchased electricity 4 tCO2e 151.82 271.75 123.58 153.01
Scope 3 emission 5,6 .... Paper waste disposal tCO 2e 2.50 3.93 1.91 1.08
Electricity used for
freshwater and
sewage treatment
tCO
2e 0.83 0.98 0.57 0.26
Category 5: Waste
generated in
operations
tCO
2e 0.43 0.16 0.40 1.47
Category 6: Business
travel
tCO2e 278.93 1,368.59 711.14 165.46
Total7 ........................... tCO2e 434.52 1,645.40 837.60 322.43
Total Emissions Intensity ............... tCO2e/employee 1.54 5.41 3.17 1.29
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Notes:
1. As pursuant to Appendix 2 of “How to Prepare an ESG Report” set out by Hong Kong Exchanges and Clearing Limited,
Scope 1 greenhouse gas emissions refer to direct emissions from equipment and operations that are owned or controlled by
us.
2. We do not own any company vehicles or equipment that consume fuel, as such there are no associated Scope 1 greenhouse
gas emissions by us during the Track Record Period.
3. As pursuant to Appendix 2 of “How to Prepare an ESG Report” set out by Hong Kong Exchanges and Clearing Limited,
Scope 2 greenhouse gas emissions refer to energy indirect emissions resulting from the generation of purchased or
acquired electricity, heating, cooling, and steam consumed within us.
4. According to The Ministry of Ecology and Environment of People’s Republic of China: Emission factor of 0.6205
tCO2e/MWh was used for purchased electricity from the National Grid of the PRC in 2025, 2024 and 2023; Emission
factor of 0.5366 tCO2e/MWh was used for purchased electricity from the National Grid of the PRC in 2022.
5. We rely on third-party cloud storage and external bandwidth to operate our business. Our primary Scope 3 emissions,
outside of paper waste disposal, freshwater and sewage treatment, waste generated in operations, and business travel, stem
from the energy consumption of the data centers provided by our telecommunications and cloud service suppliers. Our
main telecommunications and cloud service supplier has accounted for indirect greenhouse gas emissions from the energy
consumption of its data centers. Therefore, we have not calculated the associated emissions to avoid double counting.
Scope 3 GHG emissions were calculated based on available emission factors referred by Appendix 2 of “How to Prepare
an ESG Report” set out by Hong Kong Exchanges and Clearing Limited, as well as based on the “Technical Guidance for
Calculating Scope 3 Emissions (version 1.0)” published by Greenhouse Gas Protocol, unless stated otherwise.
6. Data for other categories of scope 3 emissions have not yet been collected, and we currently do not have the capability to
conduct data collection for these categories; however, we shall endeavor to dedicate resources to complete scope 3
emissions disclosure in due time.
7. Total GHG Emissions may not equal the total sum of emission sources due to rounding errors.
Resources Consumption
We mainly consumed electricity for business purposes during the Track Record Period. The
following table shows our electricity consumption for the periods indicated:
For the Y ear Ended December 31,
For the Nine
Months Ended
September 30,
Unit 2022 2023 2024 2025
Electricity Consumption ........ kWh 282,932 437,958 443,719 246,599
Electricity Consumption Intensity .. kWh/employee 999.76 1,440.65 1,680.75 986.40
Environmental Targets and Plans to Achieve Targets
We acknowledge the significance of safeguarding the environment, and are committed to
environmental protection and minimizing our footprint. Thus, we have established environmental targets
that align with our overall business strategy and objectives. These targets undergo regular review and
updates to ensure ongoing enhancements in our sustainability practices. Through the establishment of
these targets, we aim to demonstrate proactive environmental stewardship.
Targets and Plans
 GHG Emissions: Reduce Scop e1+2 emission intensity by 10% within 10 years, with 2025 as
the base year. Plans include improving energy efficiency, researching sustainable technologies,
and collaborating with partners on green solutions.
 Energy Efficiency: Reduce total energy consumption intensity by 10% within 10 years, with 2025
as the base year. Plans involve purchasing efficient equipment, monitoring office consumption,
and training staff to reduce idle usage.
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 Water Efficiency: Reduce water consumption intensity by 10% within 10 years, with 2025 as the
base year. This will be achieved by promoting water conservation among employees and
prioritizing efficient building design to lower cooling needs.
Additionally, in line with national goals and in pursuit of social responsibility, we aim to achieve
carbon neutrality by 2060 through measures such as purchasing carbon certificates, tree planting, and
other sustainable sequestration methods.
B. Social Policies
Human Resources
We have strictly complied with the relevant laws and regulations to ensure employees’ interests
are protected. These include, but not limited to the Labor Law of the PRC, the Labor Contract Law of
the PRC, the Regulations on Paid Annual Leave for Employees, the PRC Law on the Protection of
Disabled Persons, the Trade Union Law of the PRC, the PRC Law on the Protection of Women’s Rights
and Interests, the Special Rules on the Labor Protection of Female Employees, and the Provisions on
the Prohibition of Using Child Labor.
Beyond legal compliance, we have adopted internal policies for compensation, dismissal, equal
opportunity, diversity, anti-discrimination, training, and welfare. These ensure fair pay based on role,
skills, qualifications, and market rates, and legally compliant termination procedures. Recruitment uses
multi-channel sourcing, structured interviews, checks, and formal contracts. A semi-annual performance
system reviews employees based on metrics and committee evaluations.
We provide equal opportunity regardless of protected characteristics, prohibits discrimination and
harassment, and promotes diversity and inclusion with related training. A competitive benefits package
includes flexible hours, tenure-based leave, health checkups, and meal, transport, and overtime
allowances. We ensure a safe workplace with well-being resources and confidential grievance channels.
An employee handbook clearly communicates HR policies, salary structures, disciplinary rules, and the
code of conduct.
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See below for a detailed breakdown of our workforce for the periods indicated:
For the Y ear Ended December 31,
For the Nine
Months Ended
September 30,
Workforce 2022 2023 2024 2025
By Gender
— Male ...................... 184 196 159 157
— Female ..................... 99 108 105 93
By Employment Type
— Full-time ................... 283 304 264 249
— Part-time ................... 0001
By Employment Category
— Senior Management ........... 1 0887
— Middle Management ........... 4776
— Frontline and Other Employees ... 269 289 249 237
By Age Group
— 18-25 ...................... 44 71 15 45
— 26-35 ...................... 178 182 177 143
— 36-45 ...................... 45 42 62 48
— 46-55 ...................... 1 398 1 1
— 56 or above ................. 3023
By Geographical Location
— Chinese Mainland ............. 274 301 261 247
— Hong Kong ................. 6111
— Macao ..................... 3222
See below for the detailed breakdown of the turnover rate by employee group, calculated as the
number of employees in the specified category who leave employment divided by the number of
employees in the specified category at the end of the specified period, within our workforce for the
periods indicated:
For the Y ear Ended December 31,
For the Nine
Months Ended
September 30,
Workforce Turnover Rates 2022 2023 2024 2025
By Gender
— Male ...................... 63.04% 42.86% 45.91% 19.11%
— Female ..................... 51.52% 42.59% 29.52% 25.81%
By Age Group
— 18−25 ..................... 88.64% 35.21% 213.33% 20.00%
— 26−35 ..................... 58.99% 40.66% 32.77% 23.78%
— 36−45 ..................... 46.67% 57.14% 22.58% 18.75%
— 46−55 ..................... 7.69% 66.67% 0.00% 18.18%
— 56 or above ................. 33.33% N/A 0.00% 0.00%
By Geographical Location
— Chinese Mainland ............. 60.58% 40.86% 39.85% 21.86%
— Hong Kong ................. 16.67% 600.00% 0.00% 0.00%
— Macao ..................... 0.00% 50.00% 0.00% 0.00%
Total ......................... 59.0% 42.8% 39.4% 21.6%
During the Track Record Period, our employee turnover rate was 59.0% in 2022, 42.8% in 2023,
39.4% in 2024, 21.6% in the nine months ended September 30, 2025, respectively. Our employee
turnover rate was relatively high in 2022 and decreased progressively in 2023, 2024 and the nine
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months ended September 30, 2025. The higher turnover in 2022 was primarily attributable to the
relocation of our headquarters from Shenzhen to Qingdao in the second half of 2021, which resulted in
a substantial workforce restructuring in 2022. In addition, throughout the Track Record Period, we
continuously optimized our workforce structure, primarily including our sales teams, through
performance-based evaluations, and replaced underperforming personnel, which partially contributed to
employee turnover. Such optimization initiatives partially contributed to employee turnover during
certain periods. Certain fluctuations in specific locations or age groups were also amplified by a
relatively small employee base Since 2023, as our organizational structure stabilized following the
relocation and our management systems improved, our overall employee turnover rate has shown a
declining trend. The number of our R&D personnel was 127, 127, 103 and 101 as of December 31,
2022, 2023, 2024, and September 30, 2025, respectively, and there was no material loss of key
management or core R&D personnel, with the reduction in R&D headcount primarily attributable to
performance-based personnel adjustments implemented as part of our operating expense control
measures.
Occupational Health and Safety
We strive to provide and maintain a safe and healthy working environment whilst complying with
all applicable laws and regulations. These include, but not limited to the Law of the PRC on the
Prevention and Treatment of Occupational Diseases and the Work Safety Law of the PRC.
Beyond legal compliance, we have mandatory occupational health and safety guidelines. Our
policy establishes a compliant management system based on the core principle “Safety First, Priority in
Prevention, Comprehensive Management,” which prioritizes employee lives and health. We commit to
recording and handling all workplace accidents, maintaining a strong safety record, and providing a
safe, healthy workplace. Adequate resources are allocated for policy implementation, training, and
supervision.
During the Track Record Period and up to the Latest Practicable Date, we did not experience any
material accidents involving personal injury or property damage, and we were not subject to any
material claims, lawsuits, penalties or disciplinary actions as a result of any material accidents.
Labor Standards
We strictly follow relevant laws and regulations such as the Labor Law of the PRC, the Labor
Contract Law of the PRC, and the Law on the Protection of Minors to manage labor practices.
Screening and background checks are performed when recruiting new employees.
No child labor, forced, or compulsory labor was reported and/or identified within any of our
workplaces during the Track Record Period and up to the Latest Practicable Date. We will immediately
suspend operations and conduct an internal investigation upon discovering any non-compliance at our
sites, notifying local authorities if necessary. We will also implement measures to prevent child, forced,
or compulsory labor within our supply and value chains.
Product Responsibility
We are committed to ensuring the quality of our offered products and services, and we have
complied with all applicable laws and regulations regarding product responsibility. These include, but
not limited to the Law of the PRC on the Protection of Consumer Rights and Interests, the
Cybersecurity Law of the PRC, the E-commerce Law of the PRC, and the Personal Information
Protection Law of the PRC.
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Beyond legal compliance, we plan to deliver industry-standard AI solutions with clear
specifications and terms. We will protect data by adhering to privacy laws, establishing breach detection
systems, and implementing strong security controls. Data backup and disaster recovery plans will
reduce loss risks. We will also develop cybersecurity response plans, conduct continuous R&D for
customer needs, and implement complaint resolution mechanisms to maintain customer relations.
During the Track Record Period and up to the Latest Practicable Date, we had not been and were
not involved in any penalty, investigation, litigation or dispute related to data security and personal
information protection which, individually or in aggregate, had been or were reasonably likely to have a
material adverse effect on us, our financial performance and results of operations. During the Track
Record Period, we did not experience any major cybersecurity or data security incident.
Supply Chain Management
We shall assess new suppliers based on pricing, quality, business condition, and ESG performance
to ensure their product and service quality. Selection criteria include reputation, size, governance
strength, relevant licenses, while priority will be given to suppliers with a commitment to green
procurement.
Existing suppliers will be continuously monitored to ensure their environmental and social
performance complies with all relevant regulations and maintains quality standards.
Anti-Corruption
We regard knowledge and compliance with laws and regulations as the foundation of our business.
We require that all employees conform to the Law Against Unfair Competition of the PRC, the Criminal
Law of the PRC, and other laws, regulations, and regulatory documents related to commercial bribery.
Although we are implementing internal controls and procedures to comply with anti-bribery and
anti-corruption laws, we cannot guarantee they will prevent violations by employees or partners. Any
such violation could result in fines, lawsuits, reputational damage, and a material adverse effect on the
business. To support compliance, we are adopting a comprehensive anti-corruption policy providing
guidance on practices, whistleblowing, and implementation responsibilities. All employees must
understand and follow this policy, and we will conduct regular anti-corruption training.
During the Track Record Period and up to the Latest Practicable Date, we had not aided, abetted,
assisted, or colluded with any individual who has committed, or conspired to commit any unlawful
activities. No non-compliance with relevant laws and regulations that has a significant impact on us
relating to corruption, bribery, fraud and money laundering had been identified during the Track Record
Period and up to the Latest Practicable Date.
IMPACT OF COVID-19 OUTBREAK OF OUR OPERATIONS AND FINANCIAL
PERFORMANCE
During the Track Record Period, the COVID-19 outbreak and the related travel restrictions had a
temporary impact on our operations:
 Order Acquisition . Lockdowns and travel restrictions in various regions hindered offline
bidding activities and business negotiations, which extended the order acquisition cycle.
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 Project Delivery . On-site implementation teams were unable to enter project locations on
time due to mobility controls, resulting in delays in equipment commissioning, data
collection and system testing, which postponed overall project delivery and acceptance and,
in turn, delayed revenue recognition.
 Accounts Receivable . The pandemic strained customers’ cash flows and lengthened their
internal payment approval processes, which led to an increase in trade receivables turnover
days.
Despite these temporary disruptions, we implemented contingency measures to mitigate the impact
of COVID-19, including adopting remote collaboration tools to maintain business communications with
customers and partners; and strengthening customer engagement to secure new orders and ensure timely
project resumption after restrictions were lifted.
Since December 2022, the relevant restrictions have been fully lifted, our operations have
gradually normalized, and the adverse impacts mentioned above have been effectively mitigated. Based
on our assessment, the COVID-19 outbreak did not have any material adverse impact on our overall
business operations or financial position during the Track Record Period.
A W ARDS AND RECOGNITION
During the Track Record Period, we received awards and recognitions in acknowledgment of our
solutions, technology and innovation. The following table sets forth the major awards and recognitions
we received during the Track Record Period:
Y ear Award/Recognition Awarding Authority
2025 ........ Top 20 Most Innovative AI Technology
Companies in China ( ʕ਷Ո௴อจ່
ٙAIۃ20੶)
DBC Consulting ( ᅃ͉ፔ༔) and
Internet Weekly ( ʝᑌၣ඄̊ )
2024 ......... National High-tech Enterprise (2024 ϋ
৷อҦஔΆุ )
Qingdao Municipal Science and
Technology Bureau; Qingdao
Municipal Finance Bureau; Qingdao
Municipal Taxation Bureau (߅
̹೼
ਕ҅)
2024 ......... China AI Application Layer Innovative
Enterprise (2024 ʕ਷AIᏐ͜ᄴ௴อΆ
ุ)
Beijing Jazzyear Technology Services
Co., Ltd. (ਕʮ
̡)
2023 ......... 2023 Shandong Top 100 Software
Enterprise (2023ழ΁ϵ੶
Άุ)
Shandong Provincial Department of
Industry and Information Technology
(ʷᝂ )
2023 ......... Shandong Leading Enterprise in
Productive Services Industry (2023 ʆ
Άุ )
Shandong Provincial Development and
Reform Commission (ձҷ
ึ)
2023 ......... Shandong Excellent Software Enterprise
(2023ᎴӸழ΁Άุ )
Shandong Information Industry
Association; Shandong Electronics
Society (؇
ཥɿኪึ)
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Y ear Award/Recognition Awarding Authority
2023 ......... List of High-Growth Artificial
Intelligence Enterprises (2023 ϋɛʈ
Άุ࿮ )
First New V oice; Tianyancha ( ୋɓอᑊ
ݟ)
2023 ......... Shandong Famous Brands (2023ٝ؇
೐)
Shandong Brand Promotion Association
2022 ......... 2022 National Little Giant Enterprise
(2022௅ਖ਼ၚतอʃ̶ɛΆ
ุ)
MIIT (The Ministry of Industry and
Information Technology) ( ʕശɛ͏΍
ʷ௅ )
2022 ......... 2022 Shandong Gazelle Enterprise
(2022ᐙୣΆุ )
Shandong Provincial Department of
Industry and Information Technology
(ʷᝂ )
2022 ......... Shandong Engineering Technology
Research Center (2022ʈ೻
Ӻʕː )
Shandong Provincial Department of
Industry and Information Technology
(ʷᝂ )
2022 ......... 2022 Forbes China Newly Emerged
Unicorn Enterprise (2022 ၅̺౶ʕ਷
ࣜ“ዹԉᖕ”Άุ)
Forbes China ( ၅̺౶ʕ਷ )
2022 ......... 2022 WISE New Economy King Annual
Enterprise in the Frontier Technology
Field (2022 WISE߅ضۃ
Άุ )
36Kr (36 ὄ)
2022 ......... 2022 Qingdao Main Enterprise in the
Artificial Intelligence Industry Chain
(2022̹ɛʈ౽ঐପุᗡ˴Ά
ุ)
Qingdao Municipal People’s
Government (ִ݁)
2022 ......... 2022 Top 100 Future-oriented
Technology Enterprise (2022߅
ҦΆุ100੶)
China Internet Weekly ( ʝᑌၣ඄̊ )
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OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
On October 9, 2021, Mr. Chan, Ms. Luo and Hengqin Jili entered into the Acting-in-Concert
Agreement, pursuant to which they, in their capacities as Shareholders of the Company, undertook to
act in concert with respect to their shareholdings in the Company. Under the Acting-in-Concert
Agreement, they agreed to, among others, (i) act in concert in respect of the business operations,
management, and significant strategic decisions of the Company, in accordance with the views of Mr.
Chan; and (ii) exercise their voting rights at all shareholder meetings of the Company and/or Board
meetings in a manner consistent with Mr. Chan’s instructions. As advised by our PRC Legal Advisor,
Mr. Chan, Ms. Luo and Hengqin Jili are parties acting in concert pursuant to PRC laws and regulations
and the Acting-in-Concert Agreement, and the Acting-in-Concert Agreement is valid and in compliance
with PRC laws and regulations.
Immediately prior to the Global Offering, our Company was held by Mr. Chan, Ms. Luo and
Hengqin Jili at approximately 16.05%, 4.39%, and 9.41%, respectively. As such, Mr. Chan, Ms. Luo
and Hengqin Jili are considered as our Single Largest Group of Shareholders, collectively holding
29.85% of our total issued Shares as of the Latest Practicable Date.
Immediately following the completion of the Global Offering, Mr. Chan, Ms. Luo and Hengqin
Jili will hold approximately 26.54% of the total issued share capital of our Company. Hence, Mr. Chan,
Ms. Luo and Hengqin Jili will be considered as our Single Largest Group of Shareholders upon Listing.
Information about our Single Largest Group of Shareholders
Mr. Chan is also the Chairman of the Board, our executive Director and general manager. Ms. Luo
is our executive Director and deputy general manager. For further information of Mr. Chan and Ms.
Luo, please refer to the section headed “Directors and Senior Management” in this Prospectus. Hengqin
Jili is a shareholding platform for individual Shareholders who are our employees under our Pre-IPO
Equity Incentive Scheme. For further information of Hengqin Jili, please refer to the section headed
“History, Development and Corporate Structure” in this Prospectus.
Each of our Single Largest Group of Shareholders confirms that, as of the Latest Practicable Date,
he, she or it did not have any interest in a business, apart from the business of our Group, which
competes or is likely to compete, directly or indirectly, with our business that would require disclosure
under Rule 8.10 of the Listing Rules.
INDEPENDENCE FROM OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
Having considered the following factors, our Directors are satisfied that we are capable of
carrying out our business independently of our Single Largest Group of Shareholders and their
respective close associates after the Listing.
Management Independence
Our business is managed and conducted by our Board and senior management. Upon the Listing,
our Board will consist of three executive Directors and four independent non-executive Directors.
Please refer to “Directors and Senior Management” in this Prospectus for more details of our Directors.
Save for Mr. Chan, who held 99% of the issued shares of Qingdao Hanshi, which is the sole
general partner of Hengqin Jili, none of our Directors or senior management of our Company had any
roles or responsibilities in managing Hengqin Jili during the Track Record Period and up to the Latest
Practicable Date.
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
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We believe that our Directors and senior management are able to perform their roles in our
Company independently and our Company is capable of managing its business independently from our
Single Largest Group of Shareholders and their respective close associates for the following reasons:
 Our executive Directors devote substantially all their time to discharging their duties in their
positions at our Group. Other than their positions held in our Group, they are not involved in
the day-to-day operations of the entity mentioned above;
 Each of our Directors is aware of his or her fiduciary duties as a Director, which require,
among other things, that he or she must act for the benefit of, and in the best interests of our
Company and not allow his or her personal interests to interfere with our Company’s best
interests. In the event that there is a potential conflict of interest arising out of any
transaction to be entered into between our Company and a Director or his or her respective
close associates, he or she shall abstain from voting on any Board resolutions approving any
contract, arrangement or any other proposal in which he or she or any of his or her close
associates has a material interest and shall not be counted in the quorum present at the
relevant Board meeting;
 We have appointed four independent non-executive Directors, comprising over one-third of
our Board of Directors, to provide a balance of the number of our Board of Directors and
with a view to ensuring the decisions of our Board of Directors are made only after due
consideration of independent and impartial opinions and promoting the interests of our
Company and our Shareholders as a whole. We believe our independent non-executive
Directors individually and collectively possess the requisite knowledge and experience to
provide professional and experienced advice to our Company. Our Directors are of the view
that our independent non-executive Directors are able to bring impartial and sound judgment
to the decision-making process of our Board and protect the interests of our Company and
our Shareholders as a whole; and
 We have established corporate governance measures and adopted sufficient and effective
control mechanisms to manage conflicts of interest, if any, between our Group and our
Single Largest Group of Shareholders, which would support our independent management.
Please refer to “— Corporate Governance Measures” in this section for further details.
Based on the above, our Directors are of the view that our Board of Directors, together with our
senior management team, are able to perform their managerial roles in our Group independently from
our Single Largest Group of Shareholders and their respective close associates.
Operational Independence
Our Group is operationally independent of our Single Largest Group of Shareholders and their
respective close associates. We can make decisions and carry out our own business operations
independently. We have sufficient capital, facilities, technology and employees to operate our business
independently. We hold or enjoy the benefits of all relevant licenses and intellectual properties
necessary to operate our business. We own or have the right to use all the operational facilities relating
to our business. We have our own organizational structure made up of individual functional
departments, each with specific areas of responsibilities. We have not shared any operational resources
such as sales and marketing, risk management and general administration resources with our Single
Largest Group of Shareholders or their respective close associates. We have also established a set of
internal control procedures to facilitate the effective operation of our business. We independently
manage and have independent access to our customers and suppliers.
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
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Based on the above, our Directors are of the view that we are able to operate independently of our
Single Largest Group of Shareholders.
Financial Independence
We have established our own finance department with a team of financial staff, who are
responsible for financial control, accounting, reporting, group credit and internal control of our
Company. Our finance department is able to function without any undue influence from our Single
Largest Group of Shareholders. We have also established an internal control system, an independent
audit system and a standardized financial and accounting system. In addition, we have been and are
capable of obtaining financing from independent third parties without relying on any guarantee or
security provided by our Single Largest Group of Shareholders or their respective close associates
(excluding our Group).
As of the Latest Practicable Date, there were no outstanding loans, advances or balances due to
our Single Largest Group of Shareholders or their respective close associates, and there were no
outstanding pledges or guarantees provided for our benefit by our Single Largest Group of Shareholders
or their respective close associates.
Based on the above, our Directors are satisfied that we are able to maintain financial
independence from our Single Largest Group of Shareholders and their respective close associates
(excluding our Group).
CORPORATE GOVERNANCE MEASURES
In order to further safeguard the interests of our minority Shareholders, we will adopt the
following corporate governance measures to manage potential conflicts of interest between our Group
and our Single Largest Group of Shareholders:
 our Single Largest Group of Shareholders will confirm the status of their non-competing
interest on an annual basis and to provide all information necessary, including all relevant
financial, operation and market information and any other necessary information as required
by our Company;
 our independent non-executive Directors will review, on an annual basis, whether there are
any conflicts of interests between our Group and our Single Largest Group of Shareholders
and provide impartial and professional advice to protect the interests of our minority
Shareholders;
 our Company will disclose decisions on matters reviewed by the independent non-executive
Directors either in our annual reports or by way of announcement to the public in
compliance with the requirements of the Listing Rules;
 our Directors (including the independent non-executive Directors) will seek independent and
professional opinions from external advisors at our Company’s cost as and when appropriate
in accordance with the Corporate Governance Code as set out in Appendix C1 to the Listing
Rules;
 any transactions between our Company and its connected persons shall be in compliance
with the relevant requirements of Chapter 14A of the Listing Rules, including the
announcement, annual reporting and independent shareholders’ approval requirements (if
applicable) under the Listing Rules;
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
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 in the event of any potential conflict of interests, our Director(s) with an interest in the
relevant transaction(s) shall abstain from voting at the relevant Board meeting and shall not
be counted towards the quorum in respect of the relevant resolution(s) at such Board
meeting;
 in the event of any potential conflict of interests at the shareholders’ level, our Single
Largest Group of Shareholders shall abstain from voting at the Shareholders’ meeting of our
Company with respect to the relevant resolutions; and
 we have appointed Innovax Capital Limited as our Compliance Advisor to provide advice
and guidance to us in respect of compliance with the Listing Rules, including various
requirements relating to corporate governance.
Based on the above, our Directors are satisfied that sufficient corporate governance measures have
been put in place to manage conflicts of interest between our Group and our Single Largest Group of
Shareholders, and to protect minority Shareholders’ interests after the Listing.
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS
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BOARD OF DIRECTORS
The Board consists of seven Directors, including three executive Directors and four independent
non-executive Directors. The following table sets forth certain information regarding the Directors.
Name Age
Date of joining
the Group
Date of first
appointment as
a Director Position Responsibilities
Relationship with
other Directors and
senior management
Mr. CHAN Chan
Kit (௫) ...
33 June 2015 July 2016 Chairman of the Board,
executive Director
and general manager
Overall strategic
planning and
development of our
Group
Nil
Ms. LUO Yun
(ᖯᗲ) .......
35 June 2015 June 2015 Executive Director and
deputy general
manager
Solution design,
product planning and
commercialization,
algorithm and large
model research and
development, and
data management of
our Group
Nil
Mr. CHEN Shuo
(௓၂) .......
33 June 2015 July 2016 Executive Director and
deputy general
manager
Public affairs of our
Group, and the
management of our
Group’s business
operations in the
North China region
Nil
Dr. NIU Baozhuang
(୿)......
43 April 2023 April 2023 Independent
non-executive
Director
Supervising and
providing
independent advice
to our Board
Nil
Dr. LIU Shijie
(؏)......
46 April 2023 April 2023 Independent
non-executive
Director
Supervising and
providing
independent advice
to our Board
Nil
Mr. LI Changzhen
(ࣈ׹)......
45 April 2023 April 2023 Independent
non-executive
Director
Supervising and
providing
independent advice
to our Board
Nil
Mr. CHEUNG Che
Kit Richard
(ੵʘ௫)......
53 March 2026 March 2026 Independent
non-executive
Director
Supervising and
providing
independent advice
to our Board
Nil
Executive Directors
Mr. CHAN Chan Kit (௫), aged 33, is the founder of the Company, our Chairman of the
Board, executive Director and general manager. He is primarily responsible for the overall strategic
planning and development of our Group. He is also a member of our Remuneration and Appraisal
Committee and Nomination Committee. Mr. Chan founded our Group in June 2015, was appointed as
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our Director in July 2016, the Chairman of the Board and general manager in January 2017, and was
re-designated as an executive Director in June 2025. He also serves as a director of Zhuhai Hengqin
Extreme Vision Technology Co., Ltd.* (ʮ̡ ), Zhuhai Jishi Technology Co.,
Ltd.* (ʮ̡ ) and Qingdao Extreme Vision Technology Co., Ltd.* (ҦϞ
ʮ̡), as a director and the general manager of Shenzhen Jishi Technology Co., Ltd.* (Ҧ
ʮ̡) and Zhuhai Jiqi Technology Co., Ltd.* (ʮ̡ ), and as a supervisor of
Extreme Vision (Shanghai) Technology Co., Ltd.* ( ฽ൖԉ(ɪऎ)ʮ̡ ), all of which are our
subsidiaries.
Mr. Chan has served as a Hong Kong and Macao member of the Shenzhen Nanshan District
Committee of the Chinese People’s Political Consultative Conference (ึ ) since
August 2021, a youth alumni entrepreneurship mentor of Sun Yat-sen University ( ʕʆɽኪ) since June
2023, the president of Macao Nanshan Youth Association (ϋ՘ึ ) since December 2024,
the vice president of Macao Science and Technology Federation (Ҧᐼึ ) since December 2023,
and a member of the All China Youth Federation (ϋᑌΥึ ) since July 2025.
As a visionary leader in the AI industry with extensive experience, Mr. Chan has received
widespread industry recognition and numerous prestigious awards. He was named to Forbes Asia 30
Under 30 List in April 2020 and Hurun China Under 30s To Watch List in October 2021. Mr. Chan was
recognized as Shenzhen Youth Entrepreneurship Model (ϋ௴ุ࿮ᅵ ) in September 2019,
Shandong Software Industry Leader (يin April 2023, an industrial
management expert for the Shandong Science and Technology Expert Database by Shandong Provincial
Department of Science and Technology (Ҧᝂ ) in May 2023, National Leading Talent in
Science and Technology Entrepreneurship (ɛʑ ) in September 2023, and Qingdao
Outstanding Talent (φɛʑ ) in October 2023.
Mr. Chan received his master’s degree in enterprise management from Peking University ( ̏ԯɽ
ኪ) in July 2015 and his bachelor’s degree in supply chain management from Sun Yat-sen University
(ʕʆɽኪ) in June 2013.
Mr. Chan was involved in a civil petition of claim as defendant and was demanded to return
certain equity interests in the Company held by him to a former Director. As of the Latest Practicable
Date, the proceedings of such claim are still in progress and no judgement has been rendered. For
further details, please see “Statutory and General Information — D. Other Information — 2. Litigation”
in Appendix IV to this Prospectus.
Ms. LUO Yun ( ᖯᗲ), aged 35, the co-founder of the Company, is our executive Director and
deputy general manager, and is primarily responsible for solution design, product planning and
commercialization, algorithm and large model research and development, and data management of our
Group. She is also a member of our Nomination Committee. Ms. Luo co-founded our Group and was
appointed as our Director in June 2015. She was appointed as our deputy general manager in April
2023, and was re-designated as an executive Director in June 2025. She also serves as a director of
Extreme Vision (Shanghai) Technology Co., Ltd.* ( ฽ൖԉ(ɪऎ)ʮ̡ ) and Jiangsu Jishi Star
Technology Co., Ltd.* (ʮ̡ ), and as a supervisor of Qingdao Extreme Vision
Technology Co., Ltd.* (ʮ̡ ) and Zhuhai Jiqi Technology Co., Ltd.* (߅
ʮ̡ ), all of which are our subsidiaries.
Ms. Luo was named to the Forbes Asia 30 Under 30 List in April 2020. In 2021, she was
recognized as a high level talent (֛by the Shenzhen municipal government and
was awarded the 2021 Outstanding Achievement Award in the BRICS Women Innovation Contest (ጌ
௴อɽᒄतйᆤ ).
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Ms. Luo has been pursuing her doctor of philosophy degree in computer science, specializing in
artificial intelligence, at the Hong Kong University of Science and Technology (Ҧɽኪ ) since
September 2017. She received her bachelor’s degree in biotechnology and applications in June 2013
and her bachelor’s degree in mathematical statistics in June 2014, both from Sun Yat-sen University ( ʕ
ʆɽኪ).
Mr. CHEN Shuo ( ௓၂), aged 33, is our executive Director and deputy general manager,
primarily responsible for the public affairs of our Group, and the management of our Group’s business
operations in the North China region. Mr. Chen joined our Group in June 2015, was appointed as our
Director in July 2016, became our deputy general manager in April 2023, and was re-designated as an
executive Director in June 2025. He also serves as a director, the general manager and the chief
financial officer of Anhui Extreme Vision Technology Co., Ltd.* (ʮ̡ ), as a
director and general manager of Qingdao Jishu Technology Co., Ltd.* (ʮ̡ ), as a
supervisor of Jiangsu Jishi Star Technology Co., Ltd.* (ʮ̡ ), and as the
general manager of Zhuhai Jishi Technology Co., Ltd.* (ʮ̡ ) and Qingdao Extreme
Vision Technology Co., Ltd.* (ʮ̡ ), all of which are our subsidiaries.
Mr. Chen has served as the vice president of the Qingdao New Economy Federation (̹อ຾
᏶ᑌΥึ) since March 2021, primarily responsible for new economy industry research, and a member
of the China Association of Young Scientists and Technologists (՘ึ ) since
March 2025, primarily responsible for research in science and technology and industrial policies. He
was named to Forbes Asia 30 Under 30 List in April 2020 and was recognized as a Shandong Software
Industry Advanced Worker by the Shandong Software Industry Association (ழ΁Бุ՘ึ )i n
January 2024.
Mr. Chen received his master’s degree in biotechnology in June 2015, and his bachelor’s degree in
bioengineering in June 2013, both from Sun Yat-sen University ( ʕʆɽኪ). Mr. Chen has been certified
as an intermediate engineer in artificial intelligence application by Shenzhen Municipal Human
Resources and Social Security Bureau (ღ҅ ).
Independent non-executive Directors
Dr. NIU Baozhuang (୿), aged 43, is our independent non-executive Director, and is
primarily responsible for supervising and providing independent advice to our Board. He is also the
chairman of our Nomination Committee and a member of our Audit Committee. Dr. Niu was appointed
as an independent Director in April 2023 and was re-designated as an independent non-executive
Director in June 2025.
Dr. Niu has extensive experience in teaching and research. He served as an assistant professor at
Lingnan College of Sun Yat-sen University ( ʕʆɽኪ) from January 2012 to September 2015. He has
served as a professor and doctoral supervisor of the School of Business Administration of South China
University of Technology (ଣʈɽኪ ) since September 2015. Additionally, he has served as a
member of the Guangdong Provincial Committee of the Chinese People’s Political Consultative
Conference (ึ ) since January 2018.
Dr. Niu was awarded the Yangtze River Scholar title in May 2018 by the Ministry of Education of
the People’s Republic of China ( ʕശɛ͏΍ձ਷઺ԃ௅ ). He has also received multiple prestigious
honors, including:
 Second Prize of the Ministry of Education’s Outstanding Scientific Research Achievement
Award for Higher Education Institutions (Humanities and Social Sciences), awarded by the
Ministry of Education of the People’s Republic of China ( ʕശɛ͏΍ձ਷઺ԃ௅ )i n
December 2020 and July 2024;
DIRECTORS AND SENIOR MANAGEMENT
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 First Prize for Outstanding Achievements in Philosophy and Social Sciences, awarded by the
Guangdong Provincial People’s Government (ִ݁in December 2021 and June
2024;
 Outstanding Proposal Award, conferred by the Chinese People’s Political Consultative
Conference Guangdong Provincial Committee (ึ )i n
January 2021;
 Fellowship under the National Outstanding Young Scientist Fund, granted by the National
Natural Science Foundation of China (։ ) in August 2021; and
 Innovation Achievement Prize in Information Economics, awarded by the China Information
Economics Society (຾᏶ኪึ ), a ministry-level academic association, in October
2024.
Dr. Niu received his doctoral degree in operations management from Hong Kong Polytechnic
University (ಥଣʈɽኪ ) in October 2011, his master’s degree in management science and
engineering from South China University of Technology (ଣʈɽኪ ) in June 2008, and his
bachelor’s degree in logistics engineering from Shandong University (ɽኪ) in July 2005.
Dr. Niu obtained his higher education teacher qualification certificate from the Guangdong
Provincial Department of Education (઺ԃᝂ ) in August 2013.
Dr. LIU Shijie (؏)aged 46, is our independent non-executive Director, and is primarily
responsible for supervising and providing independent advice to our Board. He is also the chairman of
our Remuneration and Appraisal Committee and a member of our Audit Committee and Nomination
Committee. Dr. Liu was appointed as an independent Director in April 2023, and was re-designated as
an independent non-executive Director in June 2025.
Dr. Liu possesses over 20 years of legal experience. He joined Beijing Dacheng Law Offices, LLP
(הas an associate in December 2006 where he subsequently became a senior
partner with a focus on corporate law.
Dr. Liu has served as a part-time lecturer in the Master of Laws program at China University of
Political Science and Law (ɽኪ ) since April 2022, a clinical instructor in law at the Law
School, the University of Chinese Academy of Social Sciences (ኪ৫ ) since
September 2023, a deputy director of Social Governance and Lawyer Mediation Committee of the
Beijing Lawyers Association (ሜ༆ਖ਼։ึ ) since June 2024, a member
of the Central Enterprises Committee of the China Democratic League (ʕ̯Άุ։ ) since
September 2022, and a deputy director of the Beijing Municipal Committee for Comprehensive
Law-Based Governance (Փ։ ) since September 2022.
Dr. Liu received his doctor of philosophy in business administration from Nueva Ecija University
of Science and Technology (Ҧɽኪ ) in January 2024, his master’s degree in law
from the Chinese Academy of Social Sciences (ኪ৫ ) in September 2010, and his bachelor’s
degree in law from China University of Political Science and Law (ɽኪ ) in June 2003.
Dr. Liu obtained his Legal Professional Qualification Certificate from the Ministry of Justice of
the People’s Republic of China (௅ ) in February 2005, and was qualified as a
lawyer by Beijing Municipal Bureau of Justice (҅ ) in February 2006. He also obtained an
Independent Director Qualification from the Shenzhen Stock Exchange in August 2019.
DIRECTORS AND SENIOR MANAGEMENT
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Mr. LI Changzhen (ࣈ׹)aged 45, is our independent non-executive Director, and is primarily
responsible for supervising and providing independent advice to our Board. He is also the chairman of
our Audit Committee and a member of our Remuneration and Appraisal Committee. Mr. Li was
appointed as an independent Director in April 2023, and was re-designated as an independent
non-executive Director in June 2025.
Mr. Li has over 20 years of teaching experience. Since August 2003, he has served as a lecturer at
the School of Accounting at Shandong Women’s University (ɾɿኪ৫ ) and subsequently became
an associate professor in 2014, where he focuses on accounting education. Since October 2021, he has
served as an independent director of Shandong Higiant High-Purity Alumina Technology Co., Ltd. ( ʆ
ʮ̡ ). Mr. Li has also served as an editorial board member of Financial
Management Research (Ӻ) since May 2023.
Mr. Li received his master’s degree in accounting from Shandong University of Finance and
Economics (ৌ຾ɽኪ ) in June 2010, and his bachelor’s degree in accounting from Shandong
University of Finance and Economics (ৌ຾ɽኪ ) in July 2003.
Mr. Li obtained his Higher Education Teacher Qualification Certificate from the Shandong
Provincial Department of Education (઺ԃᝂ ) in December 2004 and was qualified as a Certified
Public Accountant (non-practicing) by the Shandong Institute of Certified Public Accountants (޲؇
՘ึ ) in November 2012. He also obtained an Independent Director Qualification from the
Shenzhen Stock Exchange in June 2017.
Mr. CHEUNG Che Kit Richard ( ੵʘ௫), aged 53, was appointed as our independent
non-executive Director with effect from March 2026, and will be primarily responsible for supervising
and providing independent advice to our Board. He will also serve as a member of our Remuneration
and Appraisal Committee.
From 2010 to 2022, Mr. Cheung served as an executive director and board of management
member for Hong Kong Jockey Club, where he was responsible for leading the local wagering business,
as well as Chinese Mainland and overseas business development. Mr. Cheung then became a senior
director (commercial) for New World Development Company Limited, a company listed on the Stock
Exchange (stock code: 0017). He is currently working as the group CEO for K11 Concepts Management
Limited leading a portfolio of business units under the K11 brand.
Mr. Cheung has served as an independent non-executive director of Hingtex Holdings Limited ( ጳ
ʮ̡ ), a company listed on the Stock Exchange (stock code: 1968), since June 2018.
Mr. Cheung obtained his master’s degree in business administration with high distinction from
Harvard University in June 2001, and his bachelor’s degree in commerce with first class honour from
Queen’s University Canada in May 1995.
DIRECTORS AND SENIOR MANAGEMENT
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--- page 206 ---
SENIOR MANAGEMENT
Our senior management is responsible for the day-to-day management of our business. The
following table sets forth the key information about our senior management as of the Latest Practicable
Date.
Name Age
Time of joining
the Group
Time of
appointment as
a senior
management
Position for
the current tenure Responsibilities
Relationship with
other Directors and
senior management
Mr. CHAN Chan
Kit (௫) ...
33 June 2015 July 2016 Chairman of the Board,
executive Director
and general manager
Overall strategic
planning and
development of our
Group
Nil
Ms. LUO Yun
(ᖯᗲ) .......
35 June 2015 June 2015 Executive Director and
deputy general
manager
Solution design,
product planning and
commercialization,
algorithm and large
model research and
development, and
data management of
our Group
Nil
Mr. CHEN Shuo
(௓၂) .......
33 June 2015 July 2016 Executive Director and
deputy general
manager
Public affairs of our
Group, and the
management of our
Group’s business
operations in the
North China region
Nil
Mr. XU Lei
(ཤ) .......
42 June 2016 June 2016 Chief financial officer,
secretary of the
Board and the joint
company secretary
Financial investment,
financing, accounting
and IPO related
issues
Nil
Ms. LIU Ruoshui
(˥)......
32 September
2015
August 2019 Deputy general
manager and head of
operation and
marketing centre
Sales and marketing,
developer operations
and management, and
ecosystem
partnerships
management
Nil
Mr. CHAN Chan Kit (௫), aged 33, is our Chairman of the Board, executive Director and
general manager.
Ms. LUO Yun ( ᖯᗲ), aged 35, is our executive Director and deputy general manager.
Mr. CHEN Shuo ( ௓၂), aged 33, is our executive Director and deputy general manager.
Please refer to “— Executive Directors” above for details of the biography for each of Mr. Chan
Chan Kit, Ms. Luo Yun and Mr. Chen Shuo.
DIRECTORS AND SENIOR MANAGEMENT
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--- page 207 ---
Mr. XU Lei (ཤ), aged 42, is the chief financial officer, secretary of the Board and joint
company secretary, and is primarily responsible for investment, financing, and financial management of
our Group. Mr. Xu joined our Group in June 2016 and served as our chief operating officer until to
April 2023, primarily responsible for project management, data management and financial matters of
the Group. He appointed as the secretary of the Board in April 2023, and the chief financial officer in
April 2023. Prior to joining our Group, Mr. Xu served as a data mining officer at the Shenzhen Branch
of China United Network Communications Co., Ltd. (ʮ̡ ), a company listed
on Shanghai Stock Exchange (stock code: 600050) from January 2010 to December 2013, where he was
responsible for telecom business data mining and business analysis. From December 2013 to June 2015,
he served as a strategic analyst at Tencent Holdings Limited (ʮ̡ ), a company listed on
the Stock Exchange (share code: 00700), where he was responsible for mobile game strategy analysis
and operations.
Mr. Xu received his master’s degree in software engineering from Peking University ( ̏ԯɽኪ)
in January 2010, and his bachelor’s degree in electrical information engineering from Jilin University
(ɽኪ) in July 2006.
Ms. LIU Ruoshui (˥), aged 32, is our deputy general manager and head of operation and
marketing centre. She joined our Group in September 2015 and our Director from August 2019 to April
2023. She has been the head of operation and marketing centre since August 2019. She is primarily
responsible for overseeing our Group’s sales and marketing, developer operations and management, and
ecosystem partnerships management. Ms. Liu has served as an external mentor to the Chinese
University of Hong Kong, Shenzhen (ಥʕ˖ɽኪ (ଉέ)) since May 2021. She was named to the
Forbes Asia 30 Under 30 List in April 2020.
Ms. Liu received her master’s degree in management from Duke University in May 2017 and her
bachelor’s degree in global economics and finance from the Chinese University of Hong Kong (ಥʕ
˖ɽኪ) in November, 2016.
Save as disclosed above, each of our Directors and senior management members confirms with
respect to himself or herself that (1) he or she had no other relationship with any Director, senior
management or substantial Shareholder of our Company as at the Latest Practicable Date; (2) he or she
did not hold any other directorships in the three years prior to the Latest Practicable Date in any public
companies of which the securities are listed on any stock exchange in Hong Kong and/or overseas; and
(3) there are no other matters concerning our Directors’ appointment that need to be brought to the
attention of our Shareholders and the Stock Exchange or shall be disclosed pursuant to Rule 13.51(2)(h)
to (v) of the Listing Rules.
JOINT COMPANY SECRETARIES
Mr. XU Lei (ཤ), aged 42, is our joint company secretary. He is also our chief financial officer
and secretary of the Board. Please refer to “— Senior Management” above for details of biography for
Mr. Xu Lei in this section.
Ms. Chan Y ee Lam ( ௓ၥᔝ) (“Ms. Chan ”), is our joint company secretary. She was appointed as
a joint company secretary of our Company in March 2026. Ms. Chan is an executive of the listing
services division at TMF Hong Kong Limited and is responsible for provision of corporate secretarial
and compliance services to listed company clients. She has over 3.5 years of experience in company
secretarial profession. Ms. Chan is an associate member of both The Hong Kong Chartered Governance
Institute and The Chartered Governance Institute in the United Kingdom. Ms. Chan received a
Bachelor’s Degree in Corporate Governance from Hang Seng University of Hong Kong in December
2020 and a Master of Corporate Governance from The Hong Kong Polytechnic University in October
2025.
DIRECTORS AND SENIOR MANAGEMENT
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--- page 208 ---
BOARD COMMITTEES
Audit Committee
Our Company has established an Audit Committee (with effect from the Listing Date) with written
terms of reference in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance
Code as set out in Appendix C1 to the Listing Rules. The Audit Committee consists of three members,
namely Mr. Li Changzhen, Dr. Liu Shijie and Dr. Niu Baozhuang. Mr. Li Changzhen has been
appointed as the chairman of the Audit Committee. The primary duties of the Audit Committee are to
review and supervise the financial reporting process and internal control system of our Group, oversee
the audit process, review and oversee the existing and potential risks of our Group, and perform other
duties and responsibilities as assigned by our Board.
Remuneration and Appraisal Committee
Our Company has established a Remuneration and Appraisal Committee (with effect from the
Listing Date) with written terms of reference in compliance with Rule 3.25 of the Listing Rules and the
Corporate Governance Code as set out in Appendix C1 to the Listing Rules. The Remuneration and
Appraisal Committee has three members, namely Dr. Liu Shijie, Mr. Li Changzhen and Mr. Chan Chan
Kit. Dr. Liu Shijie has been appointed as the chairman of the Remuneration and Appraisal Committee.
The primary duties of the Remuneration and Appraisal Committee are to establish and review the policy
and structure of the remuneration for our Directors and senior management and make recommendations
on employee benefit arrangements.
Nomination Committee
Our Company has established a Nomination Committee (with effect from the Listing Date) with
written terms of reference in compliance with Rule 3.27A of the Listing Rules and the Corporate
Governance Code as set out in Appendix C1 to the Listing Rules. The Nomination Committee consists
of five members, namely Dr. Niu Baozhuang, Dr. Liu Shijie, Mr. Chan Chan Kit, Ms. Luo Yun and Mr.
Cheung Che Kit Richard. Dr. Niu Baozhuang is the chairman of the Nomination Committee. The
primary duties of the Nomination Committee are to make recommendations to our Board on the
appointment and removal of Directors of our Company.
BOARD DIVERSITY POLICY
The Board has adopted a board diversity policy (the “ Board Diversity Policy ”) to enhance the
effectiveness of our Board and to maintain a high standard of corporate governance. The Board
Diversity Policy sets out the criteria for selecting candidates for our Board, including but not limited to
gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge,
and length of service. The ultimate decision will be based on the merit and contribution that the
selected candidates will bring to our Board.
Our Directors have a balanced mix of knowledge and skills, including but not limited to overall
business management, legal and accounting. They obtained degrees in diversified majors including
software engineering, supply chain management, biotechnology, operations management, law and
accounting. The Board is of the view that our Board satisfies the Board Diversity Policy. One of our
Directors is a female. While we recognize that the gender diversity at our Board level can be improved
given the majority of our Directors are male, we will continue to apply the appointment criteria based
on competence and with reference to the overall diversity policy. Our Board will also ensure that an
appropriate balance of gender diversity is achieved with reference to investors’ expectations, and
international and local recommended best practices.
DIRECTORS AND SENIOR MANAGEMENT
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--- page 209 ---
To further ensure gender diversity on our Board in the long run, our Group will also identify and
select several female individuals with a diverse range of skills, experience, and knowledge in different
fields from time to time, and maintain a list of such female individuals who possess qualities to become
our Board members, which will be reviewed by our Nomination Committee periodically in order to
develop a pipeline of potential successors to our Board to promote gender diversity of our Board. In
addition to the Board level, we are also committed to promoting gender diversity at the senior
management and all other levels of our Group by providing career development opportunities for
female staff, making available to them knowledge and skills training in support of succession planning
and ensuring future gender diversity can be achieved on the Board.
The Nomination Committee is responsible for reviewing the diversity of the Board. After Listing,
the Nomination Committee will monitor and evaluate the implementation of the Board Diversity Policy
from time to time to ensure its continued effectiveness. The Nomination Committee will also include in
successive annual reports a summary of the Board Diversity Policy, including any measurable
objectives set for implementing the Board Diversity Policy and the progress on achieving these
objectives.
CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
None of our Directors had interests in any other companies as of the Latest Practicable Date that
may, directly or indirectly, compete with our business and would require disclosure under Rule 8.10 of
the Listing Rules.
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under
Rule 3.09D of the Listing Rules on July 9, 2025, and (ii) understands his or her obligations as a
director of a listed company under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors confirms (i) his independence as regards each of
the factors referred to in Rule 3.13(1) to (8) of the Listing Rules, (ii) that he had 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 independence at the time of his appointment.
Interests of Directors and members of senior management
Except as disclosed in this Prospectus, as of the Latest Practicable Date, each of the Directors and
members of senior management (i) did not hold other positions in our Group as of the Latest
Practicable Date; (ii) had no other relationship with any of the Directors and members of senior
management as of the Latest Practicable Date; (iii) did not hold any other directorship and supervisor’s
position in listed companies in the three years prior to the Latest Practicable Date. To the best of the
knowledge, information and belief of our Directors and senior management, having made all reasonable
enquiries, there was no other matter with respect to the appointment of our Directors and senior
management that needs to be brought to the attention of our Shareholders and there was no information
relating to our Directors and senior management that is required to be disclosed pursuant to Rule
13.51(2) of the Listing Rules. For the Directors’ interests in the Shares within the meaning of Part XV
of the SFO, please refer to “Appendix IV — Statutory and General Information” to this Prospectus.
DIRECTORS AND SENIOR MANAGEMENT
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CORPORATE GOVERNANCE CODE
Our Company is committed to achieving high standards of corporate governance with a view to
safeguarding the interests of our Shareholders. To accomplish this, our Company intends to comply
with the Corporate Governance Code set out in Appendix C1 to the Listing Rules and the Model Code
for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules
after the Listing.
Deviation from the Corporate Governance Code
Pursuant to code provision C.2.1 of the CG 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 should be segregated and should not be performed by the
same individual. Mr. Chan currently serves as both the chairman of the Board and the general manager
of our Company, with the general manager’s functions and responsibilities being regarded as equivalent
to those of the chief executive officer of our Company. While this will constitute a deviation from code
provision C.2.1 of the CG Code, our Board believes that this structure will not impair the balance of
power and authority between our Board and the management of our Company, given that (i) our Board
comprises four independent non-executive Directors, and we believe there is sufficient check and
balance in our Board to protect the interests of our Group and the Shareholders; (ii) Mr. Chan is
involved with our day to day operations, our Directors are of the view that vesting both roles on him
helps to maintain the continuity of the policies and the stability of the operations of our Company. Our
Board will continue to review the effectiveness of the corporate governance structure of our Group in
order to assess whether the separation of the roles of chairman and manager is necessary.
REMUNERATION OF DIRECTORS
The compensation and remuneration of the Directors and members of the senior management of
the Company are determined by the Shareholders’ meetings and the Board as appropriate in the form of
salaries and bonuses. The Company also reimburses them for expenses that are necessary and
reasonably incurred in providing services to the Company or discharging their duties in relation to the
operations of the Company. When reviewing and determining the specific remuneration packages for
our Directors and members of the senior management of the Company, the Shareholders’ meetings, and
the Board take into account factors such as salaries paid by comparable companies, time commitment,
level of responsibilities, employment elsewhere in our Group and desirability of performance-based
remuneration.
Our Company offers executive Directors and members of senior management, who are also
employees, compensation in the form of salaries, bonuses, social security plans, housing provident fund
plans, and other benefits. The independent non-executive Directors receive compensation based on their
responsibilities.
The aggregate amounts of remuneration paid to the Directors for the three years ended December
31, 2024 and the nine months ended September 30, 2025, were approximately RMB3.5 million,
RMB3.1 million, RMB2.6 million and RMB1.4 million, respectively.
The aggregate amounts of remuneration paid to the five highest-paid individuals (excluding
Directors) for the three years ended December 31, 2024 and the nine months ended September 30, 2025
were approximately RMB4.9 million, RMB8.8 million, RMB7.8 million and RMB9.3 million,
respectively.
It is estimated that remuneration equivalent to approximately RMB6.9 million in aggregate will be
paid to the Directors by our Company for the year ending December 31, 2026.
DIRECTORS AND SENIOR MANAGEMENT
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No remuneration was paid by the Company to the Directors or the five highest paid individuals as
an inducement to join or upon joining the Company or as compensation for loss of office during the
Track Record Period. Furthermore, none of the Directors had waived or agreed to waive any
remuneration during the Track Record Period.
PRE-IPO EMPLOYEE INCENTIVE SCHEME
We adopted the Pre-IPO Employee Incentive Scheme. Please refer to “Appendix IV — Statutory
and General Information — C. Pre-IPO Employee Incentive Scheme” to this Prospectus for further
details.
COMPLIANCE ADVISOR
The Company appointed Innovax Capital Limited as the compliance advisor pursuant to Rule
3A.19 of the Listing Rules, and the compliance advisor will advise our Company in the following
circumstances:
 Before the publication of any regulatory announcement, circular, or financial report;
 where a transaction, which might be notifiable or connected, is contemplated, including
share issues and share repurchases;
 where our Company proposes to use the proceeds of the Global Offering in a manner that is
different from that detailed in this Prospectus or where our business activities, developments,
or results deviate from any forecasts, estimates, or other information in this Prospectus; and
 where the Stock Exchange makes an inquiry of our Company regarding unusual movements
in the price or trading volume of the Shares, the possible development of a false market in
the Shares, or any other matters.
The terms of the appointment of the compliance advisor will commence on the Listing Date and
end on the date when the Company distributes the annual report of its financial results for the first full
financial year commencing after the Listing Date.
DIRECTORS AND SENIOR MANAGEMENT
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Substantial Shareholders
So far as our Directors are aware, immediately following completion of the Global Offering and
no other changes are made to the issued share capital of our Company between the Latest Practicable
Date and Listing, the following persons will have an interest or short position (as applicable) in our
Shares or underlying Shares which would fall to be disclosed to us under the provisions of Divisions 2
and 3 of Part XV of the SFO, or, will be, directly or indirectly, interested in 10% or more of the issued
voting shares of our Company or any other member of our Group:
Name of Shareholder Nature of interest (1)
As of the Latest Practicable Date (2)
Immediately following the completion of
the Global Offering (3)
Number of
Unlisted Shares
Approximate
percentage of
shareholding in
our total share
capital
Number of
H Shares
Approximate
percentage of
shareholding in H
Shares
Appropriate
percentage of
shareholding in
our total share
capital
Mr. Chan .......... Beneficial owner 16,114,821 16.05% 16,114,821 14.34% 14.27%
Interest in controlled
corporation (4)
9,452,122 9.41% 9,452,122 8.41% 8.37%
Hengqin Jili ......... Beneficial owner 9,452,122 9.41% 9,452,122 8.41% 8.37%
Shenzhen Zhongmei
Innovation Capital
Management Co., Ltd.*
(௴ጳ༟͉၍ଣ
ʮ̡)( “ Zhongmei
Innovation Capital ”) ...
Interest in controlled
corporation
(5)
10,765,265 10.72% 10,765,265 9.58% 9.53%
Shenzhen Qianhai Jiajinshan
Mountain Asset
Management Enterprise
(Limited Partnership)* ( ଉ
ʆ༟ପ၍ଣ
Άุ(Υྫ) ......
Interest in controlled
corporation
(5)
10,765,265 10.72% 10,765,265 9.58% 9.53%
Mr. Hu Langtao
(ईᏹ)..........
Interest in controlled
corporation (5)
10,765,265 10.72% 10,765,265 9.58% 9.53%
Notes:
(1) All interests stated are long positions.
(2) It is based on the total number of 100,434,783 Unlisted Shares in issue as of the Latest Practicable Date.
(3) The calculation is based on the assumption that (i) 99,872,436 Unlisted Shares in issue will be converted into H Shares,
and (ii) the total number of issued shares of the Company immediately upon completion of the Global Offering will be
562,347 Unlisted Shares and 112,352,436 H Shares.
(4) 9,452,122 Unlisted Shares were held by Hengqin Jili as of the Latest Practicable Date. Qingdao Hanshi was the sole
general partner of Hengqin Jili. Qingdao Hanshi was owned as to 99% by Mr. Chan as of the same date. Accordingly, each
of Qingdao Hanshi and Mr. Chan is deemed to be interested in the Unlisted Shares held by Hengqin Jili under the SFO.
SUBSTANTIAL SHAREHOLDERS
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(5) As of the Latest Practicable Date, Zhongmei Innovation Capital was the general partner of (i) Shenzhen Chuangxin
Frontier Technology Equity Investment Fund Partnership (Limited Partnership)* (Υྫ
Άุ(Υྫ )); (ii) Maoming Zhichuang Future Investment Enterprise (Limited Partnership)* (Τ̹౽௴͊Ըҳ༟Ά
ุ(Υྫ)); (iii) Shenzhen Qianhai Kangxing Health Industry Fund Management Enterprise (Limited Partnership)* ( ଉ
၍ଣΆุ (Υྫ)); (iv) Shenzhen Dachen Yunji Artificial Intelligence Partnership (Limited
Partnership)* ( ଉέ༺ԕථ฽ɛʈ౽ঐΥྫΆุ (Υྫ)); and (v) Zhuzhou Yunlong Innovation and Entrepreneurship
Investment Guiding Fund Partnership (Limited Partnership)* (ΥྫΆุ (Υྫ)),
together the “ Zhongmei Innovation Funds ”, holding 6,455,286 Unlisted Shares, 1,800,619 Unlisted Shares, 975,989
Unlisted Shares, 868,790 Unlisted Shares and 664,581 Unlisted Shares, respectively. Zhongmei Innovation Capital is
controlled by Shenzhen Qianhai Jiajinshan Mountain Asset Management Enterprise (Limited Partnership)* (ऎѰ
ʆ༟ପ၍ଣΆุ (Υྫ)) which is, in turn, controlled and managed by its general partner, Mr. Hu Langtao (ईᏹ),
who is an Independent Third Party. Accordingly, each of Zhongmei Innovation Capital, Shenzhen Qianhai Jiajinshan
Mountain Asset Management Enterprise (Limited Partnership)* (ʆ༟ପ၍ଣΆุ (Υྫ)) and Mr. Hu
Langtao (ईᏹ) is deemed to be interested in the Unlisted Shares held by the Zhongmei Innovation Funds under the
SFO.
Save as otherwise disclosed herein, our Directors are not aware of any persons who will,
immediately following the Global Offering and the conversion of our Unlisted Shares into H Shares,
have any interests and/or short positions in the Shares or underlying Shares of our Company which
would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2
and 3 of Part XV of the SFO, or will be, directly or indirectly, entitled to exercise, or control the
exercise of, 10% or more of the voting power at any general meeting of our Company.
SUBSTANTIAL SHAREHOLDERS
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THE CORNERSTONE INVESTMENTS
We have entered into cornerstone investment agreements (each a “ Cornerstone Investment
Agreement ”, and together the “ Cornerstone Investment Agreements ”) with the cornerstone investors
set out below (each a “ Cornerstone Investor ”, and together the “ Cornerstone Investors ”), pursuant to
which the Cornerstone Investors have agreed to, subject to certain conditions, subscribe for such
number of Offer Shares (rounded down to the nearest whole board lot of 50 H Shares) which may be
purchased at the Offer Price with an aggregate amount of HKD47,200,000 (exclusive of brokerage, SFC
transaction levy, AFRC transaction levy and Stock Exchange trading fee) (the “ Cornerstone
Investment ”).
Based on the Offer Price of HK$40.0, the total number of Offer Shares to be subscribed by the
Cornerstone Investors would be 1,180,000 Offer Shares, representing approximately 9.46% of the Offer
Shares pursuant to the Global Offering and approximately 1.05% of the total Shares in issue
immediately upon completion of the Global Offering.
The Company is of the view that, (i) the Cornerstone Investment will ensure a reasonable size of
solid commitment at the beginning of the marketing period of the Global Offering and will provide
confidence to the market; and (ii) the Cornerstone Investment demonstrates our Cornerstone Investors’
confidence in the Company and its business prospect and it will help raise the profile of the Company.
The Company became acquainted with each of the Cornerstone Investors through the business network
of the Group or the Overall Coordinator.
The Cornerstone Investment will form part of the International Offering, and save as otherwise
obtained consent from the Stock Exchange, the Cornerstone Investors and their respective close
associates will not subscribe for any Offer Shares under the Global Offering other than pursuant to the
Cornerstone Investment Agreements. The Offer Shares to be subscribed for by the Cornerstone
Investors 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. Other than the Cornerstone
Investor who is a close associate of the existing Shareholders, the Offer Shares to be subscribed for by
the Cornerstone Investors will be counted towards the public float of the Company under Rule 8.08 of
the Listing Rules (as amended and replaced by Rule 19A.13A(1)).
Among the Cornerstone Investors, Zhengjin International (as defined below) is a close associate
of the existing Shareholders. The Stock Exchange has granted a waiver from strict compliance with the
requirements under Rule 10.04 of and consent under Paragraph 1C(2) of Appendix F1 to the Listing
Rules and paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants to permit H Shares in
the International Offering to be placed to certain close associates of the existing Shareholders. For
further details, see “Waivers and Exemption — Waiver from Strict Compliance With Rules 9.09(b) and
10.04 of the Listing Rules and Consent Under Paragraph 1C(2) of Appendix F1 to the Listing Rules in
Respect of Subscriptions of Offer Shares by Close Associate of Existing Shareholders and Core
Connected Persons as Cornerstone Investor.”
Save as otherwise disclosed, to the best knowledge of our Company, (i) other than the Cornerstone
Investor who is a close associate of the existing Shareholders, each of the Cornerstone Investors is an
Independent Third Party; (ii) none of the Cornerstone Investors is accustomed to taking instructions
from our Company, the Directors, chief executive, substantial Shareholders, existing Shareholders or
any of their respective subsidiaries or their respective close associates in relation to the acquisition,
disposal, voting or other disposition of the Offer Shares; (iii) none of the subscription of the relevant
Offer Shares by any of the Cornerstone Investors is financed by our Company, the Directors, chief
executive, substantial Shareholders, existing Shareholders or any of their respective subsidiaries or their
respective close associates; (iv) each Cornerstone Investor will be utilizing its internal financial
resources as its source of funding for the subscription of the Offer Shares; (v) each Cornerstone
CORNERSTONE INVESTORS
– 205 –


--- page 215 ---
Investor has sufficient funds to settle its respective investment under the Cornerstone Investment; and
(vi) each of the Cornerstone Investors has 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) is required for the relevant Cornerstone Investment. In addition, to the best knowledge of our
Company, each of the Cornerstone Investors is independent from each other and makes independent
investment decisions.
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.
Other than GKI (as defined below), none of the 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 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 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 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” 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 18 to the Listing Rules. The
total number of Offer Shares to be subscribed for by the Cornerstone Investors may be adjusted for the
purpose of satisfying the requirements under Rule 8.08(3) of the Listing Rules, which stipulates that no
more than 50% of the H Shares in public hands can be beneficially owned by the three largest public
Shareholders, Rule 18C.08 of the Listing Rules, which stipulates that at least 50% of the total number
of H Shares offered in the Global Offering must be taken up by independent price setting investors in
the International Offering (whether as cornerstone investors or otherwise), the minimum public float
requirement under Rule 19A.13A of the Listing Rules and the minimum free float requirement under
Rule 19A.13C of the Listing Rules. Details of the actual number of Offer Shares to be allocated to each
of the Cornerstone Investors will be disclosed in the allotment results announcement to be issued by the
Company on or around March 27, 2026. There will be no delayed delivery or deferred settlement of the
Offer Shares to be subscribed by the Cornerstone Investors. The Cornerstone Investors have agreed to
pay for the relevant Offer Shares that they have subscribed before dealings in the Company’s H Shares
commence on the Stock Exchange.
CORNERSTONE INVESTORS
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--- page 216 ---
THE CORNERSTONE INVESTORS
The table below sets out details of the Cornerstone Investment:
Cornerstone Investor
Subscription
amount
(HK$) (1)
Number of
Offer Shares to
be acquired (2)
Approximate %
of the Offer
Shares
Approximate %
of the issued
share capital
Zhengjin International ............. 45,200,000 1,130,000 9.06% 1.00%
GKI ........................... 2,000,000 50,000 0.40% 0.05%
Total ......................... 47,200,000 1,180,000 9.46% 1.05%
Notes:
(1) The subscription amount is exclusive of brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange
trading fee.
(2) Rounded down to the nearest whole board lot of 50 H Shares.
The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Investment.
Zhengjin International
Zhengjin (Hong Kong) International Co., Limited (ږ݁(ಥ)ʮ̡ )( “ Zhengjin
International ”) is a limited company incorporated in Hong Kong. Its principal business activities
include overseas trade and commercial consulting, as well as investment and financing management
consulting. Zhengjin International is wholly owned by Jinan Shizhong Finance Investment Group Co.,
Ltd.* (ʮ̡ )( “ JSFIG ”), a limited company established in the PRC. JSFIG
is wholly owned by Jinan Shizhong Government Project Fund Service Center* (ධͦ
ਕʕː ), a direct supervisory institution (᙮ఊЗ) of Jinan Shizhong District Finance Bureau*
(҅ ) which is a government body of the Shandong Province.
GKI
George Kent International Pte. Ltd. (“ GKI”) is a private limited company incorporated in
Singapore. GKI is wholly-owned by George Kent (Malaysia) Berhad (“ GKM”), a company listed on the
Main Market of Bursa Malaysia Securities Berhad since 1974 (stock code: 3204).
GKM is an established engineering company engaged in the water infrastructure, rail
transportation and hospital construction industry. GKM also manufactures and supplies water meters,
brass components, waterworks fittings and flow control tools to water authorities both domestically and
internationally.
GKI’s main business activity is the marketing of GKM’s water meters for export to 42 countries
and regions including Singapore, Hong Kong, Thailand, Vietnam, Myanmar, Cambodia, Indonesia,
Philippines, Australia, South Africa, South America and the United Kingdom.
CORNERSTONE INVESTORS
– 207 –


--- page 217 ---
CLOSING CONDITIONS
The obligation of each Cornerstone Investor to subscribe for the Offer Shares under the respective
Cornerstone Investment Agreement is subject to, among other things, the following closing conditions:
(a) the Underwriting Agreements for the Hong Kong Public Offering and the International
Offering being entered into and having become effective and unconditional (in accordance
with their respective original terms or as subsequently waived or varied by agreement of the
parties thereto) by no later than the time and date as specified in the Underwriting
Agreements, and neither of the aforesaid Underwriting Agreements having been terminated;
(b) the Offer Price having been agreed upon between our Company and the Overall Coordinator
(for itself and on behalf of the underwriters of the Global Offering);
(c) the Listing Committee of the Stock Exchange having granted the approval for the listing of,
and permission to deal in, the H Shares (including the H Shares subscribed for by the
Cornerstone Investors) as well as other applicable waivers and approvals, and such approval,
permission or waiver having not been revoked prior to the commencement of dealings in the
H Shares on the Stock Exchange;
(d) no laws shall have been enacted or promulgated by any governmental authority which
prohibits the consummation of the transactions contemplated in the Global Offering or in the
respective Cornerstone Investment Agreements and there shall be no orders or injunctions
from a court of competent jurisdiction in effect precluding or prohibiting consummation of
such transactions; and
(e) the respective acknowledgements, representations, warranties, undertakings and
confirmations of relevant Cornerstone Investor under the respective Cornerstone Investment
Agreement are accurate and true in all respects and not misleading and that there is no
material breach of the Cornerstone Investment Agreement on the part of the relevant
Cornerstone Investor.
RESTRICTIONS ON DISPOSALS BY THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at any
time during the period from the Listing Date to December 31, 2026 (both days inclusive) (the “ Lock-up
Period ”), dispose of any of the Offer Shares they have subscribed for pursuant to the relevant
Cornerstone Investment Agreement, save for in certain limited circumstances, such as transfers to any
of its wholly-owned subsidiaries who will be bound by the same obligations of such Cornerstone
Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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OVERVIEW
Before the Global Offering
As of the Latest Practicable Date, the issued share capital of our Company was RMB100,434,783,
comprising 100,434,783 Unlisted Shares with a nominal value of RMB1.00 each.
Upon the Completion of the Global Offering
Immediately following the completion of the Global Offering and the conversion of Unlisted
Shares into H Shares, the share capital of our Company will be as follows:
Description of Shares Number of Shares
% of the total
issued share
capital of our
Company
Unlisted Shares in issue .............................. 562,347 0.50%
H Shares to be converted from Unlisted Shares (1) ............ 99,872,436 88.45%
H Shares to be issued pursuant to the Global Offering ........ 12,480,000 11.05%
Total ............................................ 112,914,783 100.00%
Note:
(1) Following the completion of the Global Offering, 99,872,436 Unlisted Shares held by our existing Shareholders will be
converted into H Shares on a one-for-one basis and listed on the Stock Exchange for trading. Filing of such conversion of
Unlisted Shares into H shares has been completed with the CSRC on January 14, 2026. For details of the identities of the
Shareholders whose Shares will be converted into H Shares upon the Listing, please refer to “History, Development and
Corporate Structure — Capitalization” in this Prospectus.
SHARES OF OUR COMPANY
Upon completion of the Global Offering, depending on whether Shares are listed on the Stock
Exchange, our Company will consist of Unlisted Shares and H Shares. Unlisted Shares and H Shares
are both ordinary Shares in the share capital of our Company and are regarded as the same class of
Shares under the Articles of Association. However, the H Shares generally may not be subscribed for
by, or traded between, legal or natural persons of the PRC, apart from certain qualified domestic
institutional investors in the PRC, the qualified PRC investors under the Shanghai-Hong Kong Stock
Connect and the Shenzhen-Hong Kong Stock Connect, and other persons who are entitled to hold the H
Shares pursuant to relevant PRC laws and regulations or upon approval by any competent authorities.
Unlisted Shares and the H Shares carry the same rights and 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 declared in
RMB and paid by our Company in Hong Kong SAR dollars or RMB, whereas all dividends for Unlisted
Shares will be paid in RMB. Other than cash, dividends could also be paid in the form of Shares or a
combination of cash and Shares.
CONVERSION OF UNLISTED SHARES INTO H SHARES
According to the regulations issued by the securities regulatory authorities of the State Council
and the Articles of Association, the Unlisted Shares may be converted into H Shares, and such
converted Shares may be listed and traded on an overseas stock exchange provided that the conversion,
listing and trading of such converted Shares have been filed with the CSRC. Additionally, such
SHARE CAPITAL
– 209 –


--- page 219 ---
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.
Pursuant to the filing notice of the CSRC dated January 14, 2026, 99,872,436 Unlisted Shares will
be converted to H Shares on a one-for-one basis and be listed for trading on the Stock Exchange upon
completion of the Global Offering. To the extent any Unlisted Shares are not converted into H Shares,
all Unlisted Shares will comprise such number of Unlisted Shares held by our Shareholders not
converted into H Shares.
Listing Review and Filing with the CSRC
In accordance with the Overseas Listing Trial Measures and six guidelines announced by the
CSRC, H-share listed companies shall file with the CSRC for the conversion of Unlisted Shares into H
shares for Listing and circulation on the Stock Exchange. An unlisted domestic joint stock company
may file for “full circulation” when applying for an overseas Listing.
Our Company has received the filing notice from the CSRC dated January 14, 2026 in relation to
the filing of the overseas listing and “Full Circulation,” pursuant to which:
(i) our Company filed with the CSRC to issue no more than 20,063,400 H Shares with a
nominal value of RMB1.00 each, which are all ordinary shares, and upon this issuance our
Company may be listed on the Main Board of the Stock Exchange;
(ii) our Company filed with the CSRC to convert a total of 99,872,436 Unlisted Shares (with a
nominal value of RMB1.00 each) held by existing Shareholders of our Company (the “ Full
Circulation Participating Shareholders ”) into H Shares, and the relevant Shares may be
listed on the Stock Exchange upon completion of the conversion.
Where the Global Offering cannot be completed within one year upon receipt of the filing notice,
and our Company will continue to conduct overseas listing and global offering after that, it shall update
the filing materials, and the CSRC will update the public filing information accordingly.
Listing Approval by the Stock Exchange
We have applied to the Listing Committee for the granting of listing of, and permission to deal in,
our H Shares to be issued pursuant to the Global Offering and the H Shares to be converted from
Unlisted Shares held by existing Shareholders of our Company on the Stock Exchange, which is subject
to the approval by the Stock Exchange.
We will perform the following procedures for the conversion of Unlisted Shares into H Shares
after receiving the approval of the Stock Exchange: (i) giving instructions to our H Share Registrar
regarding relevant share certificates of the converted H Shares; and (ii) enabling the converted H Shares
to be accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS.
Registration on our H Share register will be conditional on (a) our H Share Registrar lodging with the
Stock Exchange a letter confirming the proper entry of the relevant H Shares on the H Share register of
members and the due dispatch of H Share certificates; and (b) the admission of the H Shares to trade on
the Stock Exchange in compliance with the Listing Rules, the General Rules of HKSCC and the
HKSCC Operational Procedures in force from time to time. Until the converted shares are re-registered
on our H Share register, such Shares would not be listed as H Shares. The Full Circulation Participating
Shareholders may only deal in the Shares upon completion of following domestic procedures. No
approval by the general meeting of Shareholders is required for the listing and trading of such
SHARE CAPITAL
– 210 –


--- page 220 ---
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 the Shareholders and the public of any proposed conversion.
Domestic Procedures
The Full Circulation Participating Shareholders may only deal in the Shares upon completion of
the below arrangement procedures for the registration, deposit and transaction settlement in relation to
the conversion and listing:
(i) We will appoint China Securities Depository and Clearing Corporation Limited (“ CSDC”) as
the nominal holder to deposit the relevant securities at CSDC (Hong Kong), which will then
deposit the securities at HKSCC in its own name. CSDC, as the nominal holder of the Full
Circulation Participating Shareholders, shall handle all custody, maintenance of detailed
records, cross-border settlement and corporate actions, etc. relating to the converted H
Shares for the Full Circulation Participating Shareholders;
(ii) We will engage a domestic securities company (the “ Domestic Securities Company ”) to
provide services such as sending orders for trading of the converted H Shares and receipt of
transaction returns. The Domestic Securities Company will engage a Hong Kong securities
company (the “ Hong Kong Securities Company ”) for settlement of share transactions. We
will make an application to CSDC, Shenzhen Branch for the maintenance of a detailed
record of the initial holding of the converted H Shares held by our Shareholders. Meanwhile,
we will submit applications for a domestic transaction commission code and abbreviation,
which shall be confirmed by CSDC, Shenzhen Branch as authorized by Shenzhen Stock
Exchange;
(iii) The Shenzhen Stock Exchange shall authorize Shenzhen Securities Communication Co., Ltd.
to provide services relating to transmission of trading orders and transaction returns in
respect of the converted H Shares between the Domestic Securities Company and the Hong
Kong Securities Company, and the real-time market forwarding services of the H Shares;
(iv) According to the Notice of SAFE on Issues Concerning the Foreign Exchange
Administration of Overseas Listing (ஷ
), the Full Circulation Participating Shareholders shall complete the overseas
shareholding registration with the local foreign exchange administration bureau before the
Shares are sold, and after the overseas shareholding registration, open a specified bank
account for the holding of overseas shares by domestic investors at a domestic bank with
relevant qualifications and open a fund account for the H Share “Full Circulation” at the
Domestic Securities Company. The Domestic Securities Company shall open a securities
trading account for the H Share “Full Circulation” at the Hong Kong Securities Company;
and
(v) The Full Circulation Participating Shareholders shall submit trading orders of the converted
H Shares through the Domestic Securities Company. Trading orders of the Full Circulation
Participating Shareholders for the relevant Shares will be submitted to the Stock Exchange
through the securities trading account opened by the Domestic Securities Company at the
Hong Kong Securities Company. Upon completion of the transaction, settlements between
each of the Hong Kong Securities Company and CSDC (Hong Kong), CSDC (Hong Kong)
and CSDC, CSDC and the Domestic Securities Company, and the Domestic Securities
Company and the Full Circulation Participating Shareholders, will all be conducted
separately.
SHARE CAPITAL
–2 1 1–


--- page 221 ---
As a result of the conversion, the shareholding of the relevant Full Circulation Participating
Shareholders in our Unlisted Shares shall be reduced by the number of the Unlisted Shares converted
and the number of H Shares shall be increased by the number of converted H Shares.
RESTRICTION ON TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL OFFERING
The Company Law provides that in relation to the public share offering of a company, the shares
of the company which have been issued prior to the offering shall not be transferred within one year
from the date of the listing. Accordingly, Shares issued by our Company prior to the Listing Date shall
be subject to this statutory restriction and shall not be transferred for a period of one year from the
Listing Date.
Pursuant to the Company Law, transferred by our Directors and members of the senior
management each year during their term of office shall not exceed 25% of their total respective
shareholdings in the Company. The Shares that the aforementioned persons held in the Company cannot
be transferred within one year from the date on which the shares are listed and traded, nor within half a
year after they leave their positions in the Company. The Articles of Association may contain other
restrictions on the transfer of our Shares held by our Directors and members of senior management, a
summary of which is set out in “Appendix III — Summary of the Articles of Association” to this
Prospectus.
SHAREHOLDERS’ GENERAL MEETINGS
For details of circumstances under which our general Shareholders’ meeting required, please refer
to “Appendix III — Summary of the Articles of Association” in this Prospectus.
GENERAL MANDATES TO ISSUE H SHARES AND REPURCHASE MANDATE
Subject to the completion of the Global Offering, the Board has been granted with a general
mandate to issue and repurchase our H Shares. For details, please refer to “Appendix IV — Statutory
and General Information — A. Further Information about Our Group — 4. Resolutions of Our
Shareholders in Relation to the Global Offering” to this Prospectus. Any reference to an allotment,
issue, grant, offer or disposal of Shares therein shall include the sale or transfer of treasury Shares in
the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any
convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted
by, and subject to the provisions of the Listing Rules and applicable laws and regulations.
SHARE CAPITAL
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You should read the following discussion and analysis in conjunction with our consolidated
financial statements included in Appendix I — Accountants’ Report to this Prospectus, together with
the accompanying notes. Our consolidated financial statements have been prepared in accordance
with IFRS Accounting Standards, which may differ in material aspects from generally accepted
accounting principles in other jurisdictions. You should read the entire Accountants’ Report, and not
merely rely on the information contained in this section.
The following discussion and analysis contain forward-looking statements that reflect our
current views with respect to future events and financial performance and involve risks and
uncertainties. 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. Our actual results may differ materially
from those anticipated in these forward-looking statements as a result of any number of factors. In
evaluating our business, you should carefully consider all of the information provided in this
Prospectus, including “Risk Factors” and “Business.”
Unless the context otherwise requires, financial information described in this section is
described on a consolidated basis.
OVERVIEW
We are an AI computer vision solution provider in China, delivering end-to-end solution
development, deployment and management services to enterprises across diverse industries.
Additionally, we have achieved expansion in delivering commercially viable large model solutions.
According to Frost & Sullivan, we ranked eighth in China’s emerging enterprise computer vision
solution market by revenue in 2024.
We have achieved rapid growth during the Track Record Period. Our revenue increased from
RMB101.6 million in 2022 to RMB127.7 million in 2023, and further increased to RMB257.3 million
in 2024. Our revenue increased from RMB79.4 million for the nine months ended September 30, 2024
to RMB136.3 million for the nine months ended September 30, 2025. Our adjusted loss for the year
(non-IFRS measures) decreased from RMB52.9 million in 2022 to RMB44.3 million in 2023, and
further turned positive, recording adjusted profit for the year (non-IFRS measures) of RMB20.5 million
in 2024. For the nine months ended September 30, 2025, we recorded adjusted loss for the period
(non-IFRS measures) of RMB11.9 million.
BASIS OF PRESENTATION
Please refer to note 2.1 to the Accountants’ Report in Appendix I to this Prospectus.
MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our Ability to Maintain Technology Advancement and R&D Innovation.
Our technology and R&D efforts are vital to our operational success and financial performance.
The key driver of our future growth is our technology advancement, which serves as our major
competitive advantage. Leveraging our prominent R&D team, self-developed AI Visual Language
Model and efficient algorithm development platform Extreme Mart, we maintained continuous
technology advancement and R&D innovation in the past. With the open-source foundation model
ecosystem gaining prominence, we gradually solidified our prominence in the large model solutions
FINANCIAL INFORMATION
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with our expertise in data, model and solution development. We have heavily invested in the R&D
throughout the Track Record Period that our research and development expenses amounted to RMB35.2
million, RMB36.6 million, RMB44.8 million and RMB46.9 million in 2022, 2023 and 2024, and for the
nine months ended September 30, 2025, respectively, which accounted for 34.7%, 37.2%, 45.6% and
46.2% of our total operating expenditures, respectively.
We are committed to continuously strengthening the core technological advantages of our AI
Visual Language Model and AI platforms through sustained R&D investment, ensuring we remain
technological advancements for developing, training and deploying AI computer vision solutions and
large model solutions. To support this technological advancement, we will continue to develop more
sophisticated software systems, recruit additional high-caliber R&D professionals, expand our
computing infrastructure with more advanced hardware, including diverse chipsets and edge devices,
and amplify our data resources. We anticipate that these ongoing R&D investments will further sharpen
our competitive advantage and drive stronger financial performance.
Comprehensive Offerings meeting Demands of Customers and Market.
We deliver comprehensive solutions to our customers, including standard AI computer vision
solutions, customized AI computer vision solutions, software-defined All-in-One AI solutions and large
model solutions, covering more than 100 industries. Our diverse portfolio of solutions plays a crucial
role in driving our financial performance. We endeavor to further develop, deliver and maintain our
offerings, and promoting market acceptance and customer satisfaction, which will directly impact our
business results and financial outcomes. For large model solutions, we fine-tune general-purpose large
models by incorporating customers’ requirements, and industry-specific knowledge. We plan to actively
monitor market trends and develop innovative solutions that effectively address evolving customer
needs. Our future success largely depends on our ability to further expand the industry coverage of our
computer vision solutions, offer more advanced algorithms, diversify functions of our solutions, and
enhance the quality and efficiency of our current solutions.
Our Ability to Expand Customer Base and Solidify Customer Retention.
Our successful collaborations with leading companies in the past have established benchmark
cases that offer multiple strategic importance. These high-profile partnerships not only enabled us to
accumulate experiences, and enhance our brand awareness and deepen penetration within existing
industries, but have also served as strong references for expanding into new industries. The
demonstration effect of these benchmark cases are tangible proof of our capabilities and industry
experience, significantly reducing our customer expansion barriers across both established and emerging
markets. To further capitalize on these advantages, we plan to strategically strengthen our sales and
marketing efforts by enhancing customer management capabilities to deepen relationships with existing
customers, and optimizing our sales resource allocation to achieve continuous customer acquisition. We
will keep cultivate and recruit talents with industry-specific knowhow and expertise to better address
vertical market needs. Our future financial performance will largely depend on our ability to
successfully execute these sales strategies while maintaining the premium service standards that capture
and enhance satisfaction among our key customers. The synergistic effect of our established industry
references coupled with a more efficient and capable sales organization is expected to be a key driver
of sustainable revenue growth.
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Our Ability to Effectively Manage our Costs and Improve Operational Efficiency.
Our financial performance is significantly influenced by our ability of cost management and
operational efficiency. We have implemented rigorous budgeting processes and cost control measures
across daily management, including strategic procurement practices, optimized workforce allocation and
technology-driven process automation. Our ongoing investments in digital transformation and
operational excellence initiatives, combined with the elevated efficiencies of our AI infrastructure, aim
to achieve sustainable margin improvement through economies of scale and productivity gains.
However, failure to effectively manage cost pressures from inflation, supply chain volatility or
competitive pricing environments could adversely impact our profitability. Similarly, any inability to
maintain or enhance the efficiency advantages provided by the Extreme Mart platform may limit our
capacity to operate efficiently.
General Factors
Our business and financial performance are affected by general factors affecting the AI industry,
which include:
 technological evolution of in the industry;
 relevant laws and regulations, governmental policies and initiatives;
 the development of communication network and computing infrastructure;
 intense competition for qualified AI researches, developers and product specialists;
 market acceptance of AI technologies; and
 patent disputes, open-source proliferation or trade secret protections.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
For material accounting policies, critical estimates, assumptions and judgments, please refer to
note 2.3 to the Accountants’ Report in Appendix I to this Prospectus.
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RESULTS OF OPERATIONS
The following table sets forth a summary of our consolidated statements of profit or loss and
other comprehensive income for the periods indicated:
For the Y ear Ended December 31,
For the Nine Months Ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(Unaudited)
Revenue ................... 101,572 127,681 257,296 79,429 136,304
Cost of sales ................ (70,490) (94,605) (153,817) (48,262) (75,160)
Gross profit ................ 31,082 33,076 103,479 31,167 61,144
Other income and gains ........ 10,760 12,192 7,011 5,644 8,111
Selling and distribution expenses .. (34,788) (28,492) (22,261) (16,171) (13,853)
Administrative expenses ........ (31,492) (33,244) (31,188) (23,093) (40,680)
Research and development
expenses .................. (35,200) (36,568) (44,821) (24,137) (46,860)
Impairment losses on financial
assets, net ................. (7) (1,893) (5,090) (2,594) (2,676)
Other expenses ............... (596) (430) (833) (915) (290)
Finance costs ................ (377) (666) (1,372) (1,035) (1,820)
(Loss)/Profit before tax ......... (60,618) (56,025) 4,925 (31,134) (36,924)
Income tax (expenses)/credits .... (104) (221) 3,783 3,993 628
(Loss)/Profit for the year/period (60,722) (56,246) 8,708 (27,141) (36,296)
Attributable to:
Owners of the parent .......... (60,855) (56,232) 8,683 (27,167) (36,298)
Non-Controlling interests ....... 133 (14) 25 26 2
(60,722) (56,246) 8,708 (27,141) (36,296)
For details of the Pre-IPO investments and the accounting treatment of the redemption rights, see
“History, Development and Corporate Structure — Details of the Pre-IPO Investments — Special rights
granted to the Pre-IPO Investors” and note 29 to the Accountants’ Report set out in Appendix I to this
Prospectus.
NON-IFRS MEASURES
To supplement our consolidated financial statements which are presented in accordance with IFRS
Accounting Standards, we also use non-IFRS measures, namely, adjusted (loss)/profit (non-IFRS
measures), as additional financial metrics, which are not required by, or presented in accordance with,
IFRS Accounting Standards.
We believe that such non-IFRS measures facilitate comparisons of our operating performance by
eliminating potential impacts of certain items listed below. We also believe that such non-IFRS
measures present useful information in understanding and evaluating our consolidated results of
operations in the same manner as they help our management. However, our presentation of such
non-IFRS measures may not be comparable to similarly titled measures presented by other companies.
The use of these non-IFRS measures has limitations as an analytical tool, and you should not consider
it in isolation from, or as substitute for analysis of, our results of operations or financial condition as
reported under IFRS Accounting Standards.
FINANCIAL INFORMATION
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Our Directors are of the view that (1) share-based payments are non-cash items; and (2) listing
expenses are related to the Global Offering. We believe this presentation provides a more accurate
reflection of our operating performance and facilitates a better comparison across different periods.
The following table reconciles adjusted (loss)/profit (non-IFRS measures) for the periods
indicated:
For the Y ear Ended December 31,
For the Nine Months Ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(Unaudited)
Non-IFRS measures
(Loss)/Profit for the
year/period ........... (60,722) (56,246) 8,708 (27,141) (36,296)
Add back:
Share-based payments ... 7,791 11,853 11,786 8,803 9,288
Listing expenses ....... ———— 15,067
Adjusted (Loss)/Profit
(Non-IFRS measures) .. (52,931) (44,393) 20,494 (18,338) (11,941)
KEY COMPONENTS OF OUR CONSOLIDATED STATEMENT OF PROFIT OR LOSS
Revenue
We derived our revenues from selling our AI computer vision solutions and large model solutions.
In 2022, 2023 and 2024, and the nine months ended September 30, 2024 and 2025, our revenue
amounted to RMB101.6 million, RMB127.7 million, RMB257.3 million, RMB79.4 million and
RMB136.3 million, respectively.
The following table sets forth a breakdown of our revenue by business segments both in absolute
amount and as a percentage of our total revenue for the periods indicated:
For the Y ear Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
(RMB in thousands, except for percentages)
(Unaudited)
AI computer vision solutions ... 101,572 100.0% 127,681 100.0% 195,174 75.9% 79,429 100.0% 111,425 81.8%
Standard AI computer vision
solutions ........... 11,035 10.8% 12,332 9.7% 45,261 17.7% 18,435 23.2% 28,463 20.9%
Customized AI computer vision
solutions ........... 14,600 14.4% 11,252 8.8% 40,487 15.7% 15,994 20.1% 30,744 22.6%
Software-defined All-in-One AI
solutions ............ 75,937 74.8% 104,097 81.5% 109,426 42.5% 45,000 56.7% 52,218 38.3%
Large model solutions ...... ———— 62,122 24.1% — — 24,879 18.2%
Total ............... 101,572 100.0% 127,681 100.0% 257,296 100.0% 79,429 100.0% 136,304 100.0%
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The following table sets forth a breakdown of our revenue by industry both in absolute amount
and as a percentage of our total revenue for the periods presented:
For the Y ears Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
Industry (1) ............. 58,145 57.2 92,074 72.1 194,703 75.7 46,293 58.3 50,929 37.4
Others (2) .............. 43,427 42.8 35,607 27.9 62,593 24.3 33,136 41.7 85,375 62.6
Total ................ 101,572 100.0 127,681 100.0 257,296 100.0 79,429 100.0 136,304 100.0
Notes:
(1) Industry refers to customers classified under industrial and manufacturing-related sectors for statistical presentation
purposes.
(2) Others include customers from non-industrial sectors, such as energy, retail and transportation.
The following table sets forth a breakdown of our revenue by type of customers both in absolute
amount and as a percentage of our total revenue for the periods presented:
For the Y ears Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
Private ............... 96,178 94.7 46,863 36.7 149,353 58.0 52,411 66.0 94,837 69.6
Public ............... 5,394 5.3 80,818 63.3 107,943 42.0 27,018 34.0 41,467 30.4
Total ................ 101,572 100.0 127,681 100.0 257,296 100.0 79,429 100.0 136,304 100.0
The following table sets forth a breakdown of our revenue by geographical location both in
absolute amount and as a percentage of our total revenue for the periods presented:
For the Y ears Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
Eastern China ........... 51,346 50.5 82,981 65.0 161,843 62.9 36,914 46.5 43,706 32.1
Southern China ........... 32,158 31.7 25,162 19.7 47,858 18.6 12,341 15.5 76,389 56.0
Northern China ........... 11,447 11.3 15,528 12.2 38,218 14.9 24,720 31.1 2,992 2.2
Other Regions (1) .......... 6,621 6.5 4,010 3.1 9,377 3.6 5,454 6.9 13,218 9.7
Total ................ 101,572 100.0 127,681 100.0 257,296 100.0 79,429 100.0 136,304 100.0
Note: (1) Other regions primarily refer to Central China and Northwestern China.
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The following table sets forth a breakdown of our revenue by type of solutions both in absolute
amount and as a percentage of our total revenue for the periods presented:
For the Y ears Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
Software-based solution ...... 25,635 25.2 23,584 18.5 147,870 57.5 34,429 43.3 84,086 61.7
Software-hardware integrated
solution (Software-defined
All-in-one AI solution) ...... 75,937 74.8 104,097 81.5 109,426 42.5 45,000 56.7 52,218 38.3
Total ................ 101,572 100.0 127,681 100.0 257,296 100.0 79,429 100.0 136,304 100.0
Cost of Sales
Our cost of sales primarily consist of raw material expenses, technology service fees, production
and deployment expenses and assets impairment losses. In 2022, 2023 and 2024, and the nine months
ended September 30, 2024 and 2025, our cost of sales amounted to RMB70.5 million, RMB94.6
million, RMB153.8 million, RMB48.3 million and RMB75.2 million, respectively. The following table
sets forth a breakdown of our cost of sales both in absolute amount and as a percentage of our total cost
of sales for the periods indicated:
For the Y ear Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
(RMB in thousands, except for percentages)
Raw material expenses (1) ...... 15,778 22.4% 56,200 59.4% 67,445 43.8% 9,538 19.8% 14,823 19.7%
Technology services fees (2) ..... 32,590 46.2% 13,917 14.7% 44,907 29.2% 20,817 43.1% 43,306 57.6%
Production and deployment
expenses ............. 16,307 23.1% 16,449 17.4% 27,073 17.6% 11,776 24.4% 14,130 18.8%
Asset impairment losses ...... 455 0.6% 1,261 1.3% 5,895 3.8% 4,451 9.2% 516 0.7%
Others (3) .............. 5,360 7.7% 6,778 7.2% 8,497 5.6% 1,680 3.5% 2,385 3.2%
Total ............... 70,490 100.0% 94,605 100.0% 153,817 100.0% 48,262 100.0% 75,160 100.0%
Notes:
(1) Raw materials expenses mainly include expenses of software and hardware, such as AI servers and cameras. Such
hardware is primarily used as the integrated part of our software-defined all-in-one AI solutions, therefore, are calculated
into raw material expenses. During the Track Record Period, the number customers for our software-defined all-in-one AI
solutions amounted to 113 in 2022, 160 in 2023, 192 in 2024 and 147 for the nine months ended September 30, 2025,
which means we have more software-defined all-in-one AI solutions customers in 2023 and 2024, therefore we recorded
more raw material expenses in 2023 and 2024.
(2) Technology service fees are fees paid to the third-party technical service providers for the provision of services such as
system configuration, testing, and debugging. The third-party technical service providers we engage are generally entities
with the requisite technical implementation capabilities. We select appropriate providers based on the specific needs of
each project, such as the project implementation phase, workload, and complexity. Accordingly, fluctuations in such fees
during the Track Record Period primarily reflect changes in the number, scale, and implementation complexity of projects
undertaken each year. During the Track Record Period, our technology services fees generally fluctuated in line with our
revenue except for 2023. In 2023, our technology services fees were lower compared to other years/ periods during the
Track Record Period, primarily because we applied our previous project experience, such as system configuration
experience and testing experience, to certain projects undertaken during that year, thereby reducing the need to engage
third-party technology services.
(3) Others include expenses such as taxes and surcharges.
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Gross Profit and Gross Profit Margin
In 2022, 2023 and 2024, and the nine months ended September 30, 2024 and 2025, our gross
profit was RMB31.1 million, RMB33.1 million, RMB103.5 million, RMB31.2 million and RMB61.1
million, respectively, recording the gross profit margin of 30.6%, 25.9%, 40.2%, 39.2% and 44.9%,
respectively. The following table sets forth a breakdown of our gross profit and gross profit margin by
business segments for the periods indicated:
For the Y ear Ended December 31, For the Nine Months Ended September 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 in thousands, except for percentages)
AI computer vision solutions ... 31,082 30.6% 33,076 25.9% 89,314 45.8% 31,167 39.2% 52,289 46.9%
Standard AI computer vision
solutions ............ 6,866 62.2% 8,735 70.8% 36,271 80.1% 12,361 67.1% 21,267 74.7%
Customized AI computer vision
solutions ............ 3,261 22.3% 2,725 24.2% 13,834 34.2% 4,712 29.5% 11,945 38.9%
Software-defined All-in-One AI
solutions ............ 20,955 27.6% 21,616 20.8% 39,209 35.8% 14,094 31.3% 19,076 36.5%
Large model solutions ...... ———— 14,165 22.8% — — 8,856 35.6%
Total ............... 31,082 30.6% 33,076 25.9% 103,479 40.2% 31,167 39.2% 61,144 44.9%
The following table sets forth a breakdown of our gross profit and gross profit margin by industry
for the periods presented:
For the Y ears Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
Industry .............. 14,799 25.5 25,150 27.3 78,314 40.2 20,064 43.3 20,782 40.8
Others (1) .............. 16,283 37.5 7,926 22.3 25,165 40.2 11,103 33.5 40,362 47.3
Total ................ 31,082 30.6 33,076 25.9 103,479 40.2 31,167 39.2 61,144 44.9
Note:
(1) Industry refers to customers classified under industrial and manufacturing-related sectors for statistical presentation
purposes. Others include customers from non-industrial sectors, such as energy, retail and transportation.
The following table sets forth a breakdown of our gross profit and gross profit margin by type of
customers for the periods presented:
For the Y ears Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
Private ............... 29,327 30.5 21,410 45.7 70,638 47.3 23,577 45.0 46,006 48.5
Public ............... 1,755 32.5 11,666 14.4 32,841 30.4 7,590 28.1 15,138 36.5
Total ................ 31,082 30.6 33,076 25.9 103,479 40.2 31,167 39.2 61,144 44.9
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The following table sets forth a breakdown of our gross profit and gross profit margin by
geographical location for the periods presented:
For the Y ears Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’ s000 % RMB’000 %
Eastern China ........... 16,014 31.2 14,455 17.4 55,585 34.3 12,209 33.1 23,140 52.9
Southern China ........... 8,937 27.8 10,515 41.8 20,741 43.3 5,598 45.4 33,008 43.2
Northern China ........... 4,143 36.2 7,400 47.7 23,710 62.0 10,144 41.0 841 28.1
Other Regions (1) .......... 1,988 30.0 706 17.6 3,443 36.7 3,216 59.0 4,155 31.4
Total ................ 31,082 30.6 33,076 25.9 103,479 40.2 31,167 39.2 61,144 44.9
Note:
(1) Other regions primarily refer to Central China and Northwestern China.
The following table sets forth a breakdown of our gross profit and gross profit margin by type of
solutions for the periods presented:
For the Y ears Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
Software-based solution ...... 10,127 39.5 11,461 48.6 64,270 43.5 17,073 49.6 42,068 50.0
Software-hardware integrated
solution (Software-defined
All-in-one AI solution) ...... 20,955 27.6 21,615 20.8 39,209 35.8 14,094 31.3 19,076 36.5
Total ................ 31,082 30.6 33,076 25.9 103,479 40.2 31,167 39.2 61,144 44.9
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Other Income and Gains
Our other income and gains primarily consist of government grants, fair value gains on financial
assets at FVTPL, investment income and interest income. In 2022, 2023, and 2024, and the nine months
ended September 30, 2024 and 2025, our other income and gains were RMB10.8 million, RMB12.2
million, RMB7.0 million, RMB5.6 million and RMB8.1 million, respectively. The following table sets
forth a breakdown of our other income and gains both in absolute amount and as a percentage of our
total other income and gains for the periods indicated:
For the Y ear Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
(RMB in thousands, except for percentages)
(Unaudited)
Other income
Government grants ........ 2,938 27.3% 7,271 59.6% 1,564 22.3% 1,264 22.4% 4,090 50.4%
Investment income ........ 7,210 67.0% 3,269 26.8% 3,185 45.4% 3,211 56.9% 1,882 23.2%
Interest income .......... 40 0.4% 359 2.9% 228 3.3% 137 2.4% 152 1.9%
Others .............. 62 0.6% 147 1.3% 163 2.3% 163 2.9% 143 1.8%
Gains
Fair value gain on financial
assets at FVTPL ........ — — 965 7.9% 1,712 24.4% 869 15.4% 1,844 22.7%
Foreign exchange gains, net ... 510 4.7% 181 1.5% 159 2.3% ————
Total ............... 10,760 100.0% 12,192 100.0% 7,011 100.0% 5,644 100.0% 8,111 100.0%
Selling and Distribution Expenses
Our selling and distribution expenses primarily consist of employment benefit expenses,
transportation and office expenses, marketing and business promotion expenses, share-based payments
and depreciation and amortization expenses. In 2022, 2023 and 2024, and the nine months ended
September 30, 2024 and 2025, we incurred selling and distribution expenses of RMB34.8 million,
RMB28.5 million, RMB22.3 million, RMB16.2 million and RMB13.9 million, respectively. The
following table sets forth a breakdown of our selling and distribution expenses both in absolute amount
and as a percentage of our total selling and distribution expenses for the periods indicated.
For the Y ear Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
(RMB in thousands, except for percentages)
Employment benefit expenses ... 22,245 63.9% 17,619 61.8% 14,250 64.0% 10,498 64.9% 9,195 66.3%
Transportation and office
management expenses (1) ..... 4,326 12.4% 3,694 13.0% 3,183 14.3% 2,582 16.0% 2,566 18.5%
Marketing and business promotion
expenses (2) ............ 4,842 13.9% 3,233 11.3% 2,773 12.5% 1,968 12.2% 1,436 10.4%
Share-based payments ....... (69) (0.2%) 498 1.7% 554 2.5% 396 2.4% 260 1.9%
Depreciation and amortization
expenses (3) ............ 1,719 4.9% 1,925 6.8% 1,367 6.1% 593 3.7% 396 2.9%
Others (4) .............. 1,725 5.0% 1,523 5.3% 134 0.6% 134 0.8% — —
Total ............... 34,788 100.0% 28,492 100.0% 22,261 100.0% 16,171 100.0% 13,853 100.0%
Notes:
(1) Transportation and office management expenses mainly include expenses for property management, utilities, and travel and
transportation.
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(2) Marketing and business promotion expenses primarily include fees and expenses for business promotions, exhibitions, and
brand publicity activities.
(3) Depreciation and amortization expenses mainly relate to depreciation of property, plant and equipment, and right-of-use
assets.
(4) Others primarily include expenses of industry research for marketing activities and agency services.
Administrative Expenses
Our administrative expenses primarily consist of employment benefit expenses, share-based
payments, agency service fees, transportation and office management expenses, and depreciation and
amortization expenses. In 2022, 2023 and 2024, and the nine months ended September 30, 2024 and
2025, we incurred administrative expenses of RMB31.5 million, RMB33.2 million, RMB31.2 million,
RMB23.1 million and RMB40.7 million, respectively. The following table sets forth a breakdown of our
administrative expenses both in absolute amount and as a percentage of our total administrative
expenses for the periods indicated.
For the Y ear Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
(RMB in thousands, except for percentages)
Employment benefit expenses ... 13,903 44.1% 13,351 40.2% 13,771 44.2% 10,880 47.1% 12,377 30.4%
Share-based payments ....... 6,861 21.8% 9,970 30.0% 9,927 31.8% 7,442 32.2% 8,661 21.3%
Agency service fees (1) ....... 4,704 14.9% 3,146 9.5% 1,553 5.0% 665 2.9% 854 2.1%
Transportation and office
management expenses (2) ..... 4,258 13.5% 5,631 16.1% 4,538 14.6% 3,093 13.4% 2,596 6.4%
Depreciation and amortization
expenses ............. 1,429 4.5% 1,171 3.5% 1,275 4.1% 981 4.3% 1,086 2.7%
Listing expenses .......... ———————— 15,067 37.0%
Others (3) .............. 337 1.2% 245 0.7% 124 0.3% 32 0.1% 39 0.1%
Total ............... 31,492 100.0% 33,244 100.0% 31,188 100.0% 23,093 100.0% 40,680 100.0%
Notes:
(1) Agency service fees mainly include fees for services including consulting, audit, due diligence service, legal service, and
headhunting.
(2) Transportation and office management expenses mainly include expenses for office software and equipment, property
management and utilities, and travel and transportation.
(3) Others mainly include labor costs.
Research and Development Expenses
Our research and development expenses primarily consist of technology service fees, employment
benefit expenses, share-based payments, and depreciation and amortization expenses. For 2022, 2023
and 2024, and the nine months ended September 30, 2024 and 2025, we incurred research and
development expenses of RMB35.2 million, RMB36.6 million, RMB44.8 million, RMB24.1 million and
RMB46.9 million, respectively. The following table sets forth a breakdown of our research and
development expenses both in absolute amount and as a percentage of our total research and
development expenses for the periods indicated.
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For the Y ear Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
(RMB in thousands, except for percentages)
Technology service fees (1) ..... 6,085 17.3% 9,917 27.1% 23,491 52.4% 6,895 28.6% 34,138 72.9%
Employment benefit expenses ... 25,937 73.7% 23,353 63.9% 19,210 42.9% 15,595 64.6% 11,893 25.4%
Share-based payments ....... 895 2.5% 1,214 3.3% 869 1.9% 642 2.7% 233 0.5%
Depreciation and amortization
expenses ............. 461 1.3% 394 1.1% 183 0.4% 149 0.6% 66 0.1%
Others (2) .............. 1,822 5.2% 1,690 4.6% 1,068 2.4% 856 3.5% 530 1.1%
Total ............... 35,200 100.0% 36,568 100.0% 44,821 100.0% 24,137 100.0% 46,860 100.0%
Notes:
(1) Technology service fees mainly include service fees for cloud servers, data annotation services, outsourced R&D services
and other related services. The cloud server service fees represent the largest component of our technology service fees,
which have increased in line with the research and development progress and commercialization of our large model
business. The outsourced R&D services fees were primarily incurred in 2022 and prior years, principally related to the
engagement of external developers for certain supplementary and non-core works, which are usually labour intensive in
nature, such as testing, demo example development and configuration tool development. Our outsourced R&D services fees
amounted to RMB5.0 million, RMB0.2 million, nil, nil and nil in 2022, 2023, 2024 and nine months ended September 30,
2024 and 2025. According to Frost & Sullivan, it is not uncommon for companies in our industry to outsource certain
supplementary and non-core works for cost-efficient considerations. Therefore, our Directors are of the view that, even if
we carved out the outsourced R&D services from our research and development expenses, our research and development
expenses can still be fully in compliance with Rule 18C.04(2).
(2) Others primarily include expenses of utilities and travel and transportation.
Impairment Losses on Financial Assets, net
Our net impairment losses on financial assets primarily represent impairment losses on trade
receivables and other receivables. In 2022, 2023 and 2024, and the nine months ended September 30,
2025, our net impairment losses on financial assets were RMB7 thousand, RMB1.9 million, RMB5.1
million, and RMB2.7 million, respectively.
Other Expenses
Our other expenses primarily consist of fair value changes, liquidated damages and late payment
charges. In 2022, 2023 and 2024, and the nine months ended September 30, 2025, our other expenses
were RMB0.6 million, RMB0.4 million, RMB0.8 million, and RMB0.3 million, respectively.
Finance Costs
Our finance costs consist of interest on bank loans, lease liabilities and discounted notes. The
following table sets forth a breakdown of our finance costs both in absolute amount and as a percentage
of our total finance costs for the periods indicated.
For the Y ear Ended December 31, For the Nine Months Ended September 30,
2022 2023 2024 2024 2025
(RMB in thousands, except for percentages)
(Unaudited)
Interest on bank loans ....... — — 486 73.0% 544 39.7% 324 31.3% 1,398 76.8%
Interest on lease liabilities ..... 377 100.0% 180 27.0% 368 26.8% 252 24.3% 384 21.1%
Interest on discounted notes .... ———— 4 6 0 33.5% 459 44.4% — —
Others ............... ————————3 8 2.1%
Total ............... 377 100.0% 666 100.0% 1,372 100.0% 1,035 100.0% 1,820 100.0%
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Income Tax (Expenses)/Credits
Our income tax (expenses)/credits consist of expenses or credits of current income tax and
deferred income tax. In 2022 and 2023, we recorded income tax expenses of RMB0.1 million and
RMB0.2 million, respectively. In 2024, and for the nine months ended September 30, 2025, our income
tax credits were RMB3.8 million and RMB0.6 million, respectively. The following summarizes the tax
rates of our principal operating entities.
Chinese Mainland
Pursuant to the PRC Enterprise Income Tax Law (the “ EIT Law ”) and the relevant regulations,
our subsidiaries operating in the PRC are subject to enterprise income tax at a rate of 25% on the
taxable income.
Our Company obtained the High and New Technology Enterprise status in December 2021 and
was subject to income tax at a preferential tax rate of 15% for a three-year period commencing thereof,
which has been renewed for another three years since November 2024. As such, our Company was
subject to a preferential tax rate of 15% during the Track Record Period.
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
For the Nine Months Ended September 30, 2024 Compared to for the Nine Months Ended
September 30, 2025
Revenue
Our revenue increased by 71.7% from RMB79.4 million for the nine months ended September 30,
2024 to RMB136.3 million for the nine months ended September 30, 2025, which was primarily due to
(i) the increase in revenue from large model solutions for the nine months ended September 30, 2025;
and (ii) the sales expansion of our customized AI computer vision solutions, standard AI computer
vision solutions and software-defined All-in-One AI solutions. However, our financial results for a
period should not be reviewed or analyzed without the companion of our yearly outcome, considering
(i) the relatively high transaction amounts yielded by a few projects, and (ii) the seasonal nature of our
business with a higher proportion of revenue recognition concentrated in the second half of the year,
particularly the fourth quarter. For more details, please refer to “Business — Seasonality” in this
Prospectus.
Standard AI Computer Vision Solutions . Our revenue from standard AI computer vision solutions
increased by 54.4% from RMB18.4 million for the nine months ended September 30, 2024 to RMB28.5
million for the nine months ended September 30, 2025, primarily because the number of major
customers (i.e. customers contributing revenue of more than RMB1.0 million) for our standard AI
computer vision solutions increased from five for the nine months ended September 30, 2024 to ten for
the nine months ended September 30, 2025.
Customized AI Computer Vision Solutions . Our revenue from customized AI computer vision
solutions increased by 92.2% from RMB16.0 million for the nine months ended September 30, 2024 to
RMB30.7 million for the nine months ended September 30, 2025, primarily because the numbers of
customers subscribing to customized AI computer vision solution increased from 13 for the nine months
ended September 30, 2024 to 24 for the nine months ended September 30, 2025.
Software-defined All-in-One AI Solutions . Our revenue from software-defined All-in-One AI
solutions increased by 16.0% from RMB45.0 million for the nine months ended September 30, 2024 to
RMB52.2 million for the nine months ended September 30, 2025, primarily due to the expanded
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customers base. The number of customers for our software-defined All-in-One AI solutions increased
from 130 for the nine months ended September 30, 2024 to 147 for the nine months ended September
30, 2025. Since the application scenarios of the our customers from software-defined all-in-one solution
have gradually moved from pilot exploration to large-scale implementation with the significant growth
in the market size of enterprise-level computer vision solutions in China (with a compound annual
growth rate of 36.2%), which is in line with the integration and upgrading needs of customers.
Large Model Solutions . Our revenue of large model solutions increased from nil for the nine
months ended September 30, 2024 to RMB24.9 million for the nine months ended September 30, 2025,
primarily because such business was recently launched in the second half of 2024. During the nine
months ended September 30, 2025, (i) the number of customers increased from nil to four (one
state-owned/controlled company and three private companies); and (ii) the number of projects delivered
and accepted increased from nil to four.
Cost of sales
Our cost of sales increased by 55.7% from RMB48.3 million for the nine months ended September
30, 2024 to RMB75.2 million for the nine months ended September 30, 2025, which was in line with
that of our revenue for the same period.
Gross profit and gross profit margin
As a result of the foregoing, our total gross profit increased by 96.2% from RMB31.2 million for
the nine months ended September 30, 2024 to RMB61.1 million for the nine months ended September
30, 2025. Our total gross profit margin increased from 39.2% for the nine months ended September 30,
2024 to 44.9% for the nine months ended September 30, 2025, primarily due to the increasing
standardization of our products based on our continuous investment in R&D.
Standard AI Computer Vision Solutions . Our gross profit from standard AI computer vision
solutions increased by 72.1% from RMB12.4 million for the nine months ended September 30, 2024 to
RMB21.3 million for the nine months ended September 30, 2025, primarily due to the increase of
revenue from standard AI computer vision solutions. Our gross profit margin from standard AI
computer vision solutions increased from 67.1% for the nine months ended September 30, 2024 to
74.7% for the nine months ended September 30, 2025, primarily due to the scale effect caused by the
increasing applicability of our standardized AI computer vision solutions.
Customized AI Computer Vision Solutions . Our gross profit from customized AI computer vision
solutions increased by 153.5% from RMB4.7 million for the nine months ended September 30, 2024 to
RMB11.9 million for the nine months ended September 30, 2025, primarily due to our sales expansion
in customized AI computer vision solutions. Our gross profit margin from customized AI computer
vision solutions increased from 29.5% for the nine months ended September 30, 2024 to 38.9% for the
nine months ended September 30, 2025, primarily due to elevated operational efficiency as a number of
key projects in the nine months ended September 30, 2025 showed similarities with our previous
projects, therefore we were benefited from our established knowhow and transferable experience
accumulations.
Software-defined All-in-One AI Solutions . Our gross profit from software-defined All-in-One AI
solutions increased by 35.4% from RMB14.1 million for the nine months ended September 30, 2024 to
RMB19.1 million for the nine months ended September 30, 2025, primarily due to our sales expansion
in software-defined All-in-One AI solutions. Our gross profit margin from software-defined All-in-One
AI solutions increased from 31.3% for the nine months ended September 30, 2024 to 36.5% for the nine
months ended September 30, 2025, because (i) products are not standard products with a fixed range of
gross profit margin and (ii) the R&D expenses decreased with the development of products.
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Large Model Solutions . Our gross profit from large model solutions increased from nil for the
nine months ended September 30, 2024 to RMB8.9 million for the nine months ended September 30,
2025, primarily because such business was recently launched in the second half of 2024. Consequently,
our gross profit margin from large model solutions increased from nil for the nine months ended
September 30, 2024 to 35.6% for the nine months ended September 30, 2025.
Other income and gains
Our other income and gains increased from RMB5.6 million for the nine months ended September
30, 2024 to RMB8.1 million for the nine months ended September 30,2025, primarily because (i) the
increase of government grants; (ii) the increase of fair value gain on financial assets at fair value
through profit which was caused by changes in the fair value of wealth management products; and (iii)
partially offset by the decrease in investment income.
Selling and distribution expenses
Our selling and distribution expenses decreased by 14.3% from RMB16.2 million for the nine
months ended September 30, 2024 to RMB13.9 million for the nine months ended September 30, 2025,
primarily due to the optimized structure of our sales and marketing team and our sale channels.
Administrative expenses
Our administrative expenses increased by 76.2% from RMB23.1 million for the nine months
ended September 30, 2024 to RMB40.7 million for the nine months ended September 30, 2025,
primarily due to the increase in listing expense.
Research and development expenses
Our research and development expenses increased by 94.1% from RMB24.1 million for the nine
months ended September 30, 2024 to RMB46.9 million for the nine months ended September 30, 2025,
primarily due to the strengthened research and developments of our large model solutions, for instance
key technologies and applications of multimodal large models and toolchains.
Impairment losses on financial assets, net
Our net impairment losses on financial assets remained relatively stable at RMB2.6 million for the
nine months ended September 30, 2024 and RMB2.7 million for the nine months ended September 30,
2025.
Other expenses
Our other expenses decreased from RMB0.9 million for the nine months ended September 30,
2024 to RMB0.3 million for the nine months ended September 30, 2025, primarily because the late
penalty regarding the unpaid value-added tax had been paid.
Finance costs
Our finance costs increased from RMB1.0 million for the nine months ended September 30, 2024
to RMB1.8 million for the nine months ended September 30, 2025, primarily due to the increase in
principal of the bank loan.
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Income tax (expenses)/credits
Our income tax credits decreased from RMB4.0 million for the nine months ended September 30,
2024 to RMB0.6 million for the nine months ended September 30, 2025, primarily due to the deductible
temporary differences resulting from the increase in lease liabilities.
Loss for the year/period
As a result of the foregoing, we recorded a loss of RMB27.1 million and RMB36.3 million for the
nine months ended September 30, 2024 and for the nine months ended September 30, 2025,
respectively.
2023 Compared to 2024
Revenue
Our revenue increased by 101.5% from RMB127.7 million in 2023 to RMB257.3 million in 2024.
The increase in our revenue was primarily driven by the sales expansion of standard AI computer vision
solutions and customized AI computer vision solutions, and the launch of large model solutions in the
second half of 2024.
Standard AI Computer Vision Solutions . Our revenue from standard AI computer vision solutions
increased by 267.0% from RMB12.3 million in 2023 to RMB45.3 million in 2024, primarily because (i)
the number of customers for our standard AI computer vision solutions increased from 33 in 2023 to 48
in 2024, benefiting from the overall industry expansion and the enhanced general applicability and
rapid replicability of our solutions, which resulted from our continued development efforts; and (ii) the
number of major customers (i.e. customers contributing revenue of more than RMB1.0 million) for
standard AI computer vision solutions also increased from one in 2023 to nine in 2024, driven by our
successful creation of industry benchmark cases in collaboration with key customers.
Customized AI Computer Vision Solutions . Our revenue from customized AI computer vision
solutions increased by 259.8% from RMB11.3 million in 2023 to RMB40.5 million in 2024, primarily
because (i) more customers required customized AI computer vision solutions to meet their different
business needs. The number of our customized AI computer vision solutions customer increased from
16 in 2023 to 25 in 2024; (ii) the overall market for AI computer vision solutions was booming; and
(iii) our enhanced brand recognition and promotions activities had attracted more customers for our
customized AI computer vision solutions.
Software-defined All-in-One AI Solutions . Our revenue from software-defined All-in-One AI
solutions increased slightly by 5.1% from RMB104.1 million in 2023 to RMB109.4 million in 2024.
Large Model Solutions . We launched our large model solutions in the second half of 2024, which
recorded revenue of RMB62.1 million for the year. In 2024, revenue from our large model solutions
was primarily generated from a single customer (a state-owned company) through two projects
delivered during the initial commercialization stage of such solutions.
Cost of sales
Our cost of sales increased by 62.6% from RMB94.6 million in 2023 to RMB153.8 million in
2024, which demonstrated slower growth compared to that of our revenue for the same periods,
benefiting from our stringent and efficient cost control measures, including strategic adjustments to
personnel allocation and optimization of operating expenses.
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Gross profit and gross profit margin
As a result of the foregoing, our total gross profit increased by 212.8% from RMB33.1 million in
2023 to RMB103.5 million in 2024, which demonstrated significantly higher growth rate than our
growth in revenue for the same periods, benefitting from our stringent and efficient cost control and
supply chain management. Our total gross profit margin increased from 25.9% in 2023 to 40.2% in
2024, primarily due to (i) our enhanced cost control and supply chain management and (ii) the growth
of sales of our standard AI computer vision solutions, which yielded relatively high gross profit margin.
Standard AI Computer Vision Solutions . Our gross profit of standard AI computer vision
solutions increased by 315.2% from RMB8.7 million in 2023 to RMB36.3 million in 2024, primarily
due to our sales expansion in standard AI computer vision solutions. Our gross profit margin of
standard AI computer vision solutions increased from 70.8% in 2023 to 80.1% in 2024, primarily due to
the scale effect caused by our accumulative sales volume, and our enhanced cost control and supply
chain management.
Customized AI Computer Vision Solutions . Our gross profit of customized AI computer vision
solutions increased by 407.7% from RMB2.7 million in 2023 to RMB13.8 million in 2024, primarily
due to our sales expansion in customized AI computer vision solutions. Our gross profit margin of
customized AI computer vision solutions increased from 24.2% in 2023 to 34.2% in 2024, primarily
attributed to the finalization and acceptance of certain projects with relatively high gross profit margin
level.
Software-defined All-in-One AI Solutions . Our gross profit of software-defined All-in-One AI
solutions increased by 81.4% from RMB21.6 million in 2023 to RMB39.2 million in 2024, primarily
due to our sales expansion in software-defined All-in-One AI solutions. Our gross profit margin of
software-defined All-in-One AI solutions increased from 20.8% in 2023 to 35.8% in 2024, as the
products are not standard products with a fixed range of gross profit margin, which is also in line with
industry practice according to Frost & Sullivan.
Large Model Solutions . We launched our large model solutions in the second half of 2024, which
recorded gross profit and gross profit margin of RMB14.2 million and 22.8%, respectively, in 2024.
Other income and gains
Our other income and gains decreased by 42.5% from RMB12.2 million in 2023 to RMB7.0
million in 2024, primarily due to the settlements of a significant amount of government grants in 2023.
Selling and distribution expenses
Our selling and distribution expenses decreased by 21.9% from RMB28.5 million in 2023 to
RMB22.3 million in 2024, primarily due to the optimized structure of our sales and marketing team, as
we strategically reallocated resources to strengthen our sales activities and brand recognition in the
Northern China, and we also enjoyed advantages of differences in regional employment expenses.
Administrative expenses
Our administrative expenses remained relatively stable at RMB33.2 million in 2023 and RMB31.2
million in 2024.
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Research and development expenses
Our research and development expenses increased by 22.6% from RMB36.6 million in 2023 to
RMB44.8 million in 2024, primarily due to the strengthened research and developments of our large
model solutions, which require substantial investments in cloud server and data annotation services to
train, develop and optimize our AI model and algorithms.
Impairment losses on financial assets, net
Our net impairment losses on financial assets increased from RMB1.9 million in 2023 to RMB5.1
million in 2024, which is generally in line with the growth of our trade and other receivables from
December 31, 2023 to December 31, 2024, as we sold more AI computer vision solutions and launched
large model solutions in 2024.
Other expenses
Our other expenses remained relatively stable at RMB0.4 million in 2023 and RMB0.8 million in
2024.
Finance costs
Our finance costs remained relatively stable at RMB0.7 million in 2023 and RMB1.4 million in
2024.
Income tax (expenses)/credits
We recorded income tax expenses of RMB0.2 million in 2023 and income tax credits of RMB3.7
million in 2024, primarily due to the recognition of deferred tax assets in 2024.
(Loss)/profit for the year/period
As a result of the foregoing, we recorded a loss of RMB56.2 million in 2023 and a profit of
RMB8.7 million in 2024.
2022 Compared to 2023
Revenue
Our revenue increased by 25.7% from RMB101.6 million in 2022 to RMB127.7 million in 2023.
The increase in our revenue was primarily driven by the sales expansion of software-defined All-in-One
AI solutions.
Standard AI Computer Vision Solutions . Our revenue from standard AI computer vision solutions
increased by 11.8% from RMB11.0 million in 2022 to RMB12.3 million in 2023, primarily due to our
strengthened sales efforts, enhanced market acceptance and increased brand recognition.
Customized AI Computer Vision Solutions . Our revenue from customized AI computer vision
solutions decreased by 22.9% from RMB14.6 million in 2022 to RMB11.3 million in 2023, as
influenced by changes of several specific projects. This fluctuation is occasional and normal, as our
solutions are primarily project-based.
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Software-defined All-in-One AI Solutions . Our revenue from software-defined All-in-One AI
solutions increased by 37.1% from RMB75.9 million in 2022 to RMB104.1 million in 2023, primarily
because the number of customers for our software-defined All-in-One AI solutions increased from 113
in 2022 to 160 in 2023, benefiting from rising customer demand and our promotional activities, such as
participation in industry events.
Cost of sales
Our cost of sales increased by 34.2% from RMB70.5 million in 2022 to RMB94.6 million in
2023, primarily because our procurement of AI servers increased, driven by growing demand for our
software-defined All-in-One AI solutions. In our software-defined all-in-one AI solutions, we provide
hardware products, for instance AI servers, which are standard, general-purpose computing hardware
devices, as part of the integrated solution based on customer needs. In 2023, we undertook a project
involving the delivery of software-defined All-in-One AI solutions, which included AI servers as an
integral component. As a result, we procured certain AI servers and delivered them as part of our
software-defined All-in-One AI solutions in the same year. The costs of such AI servers are recorded as
raw material expenses and also as part of our cost of sales in 2023, which led to the increase in our
cost of sales in 2023.
Gross profit and gross profit margin
As a result of the foregoing, our total gross profit increased by 6.4% from RMB31.1 million in
2022 to RMB33.1 million in 2023, which was in line with our growth in revenue for the same periods.
Our total gross profit margin slightly decreased from 30.6% in 2022 to 25.9% in 2023, primarily
influenced by the decrease in gross profit margin of software-defined All-in-One AI solutions.
Standard AI Computer Vision Solutions . Our gross profit of standard AI computer vision
solutions increased by 27.2% from RMB6.9 million in 2022 to RMB8.7 million in 2023, primarily due
to our sales expansion in standard AI computer vision solutions. Our gross profit margin of standard AI
computer vision solutions increased from 62.2% in 2022 to 70.8% in 2023, primarily because we
gradually reached economics of scale along with the growth in sales volume.
Customized AI Computer Vision Solutions . Our gross profit of customized AI computer vision
solutions decreased slightly from RMB3.3 million in 2022 to RMB2.7 million in 2023, primarily due to
the finalization of a major project. Our gross profit margin of customized AI computer vision solutions
remained relatively stable at 22.3% in 2022 and 24.2% in 2023.
Software-defined All-in-One AI Solutions . Our gross profit of software-defined All-in-One AI
solutions remained relatively stable at RMB21.0 million in 2022 and RMB21.6 million in 2023. Our
gross profit margin of software-defined All-in-One AI solutions decreased from 27.6% in 2022 to
20.8% in 2023, as the products are not standard products with a fixed range of gross profit margin,
which is also in line with industry practice according to Frost & Sullivan.
Other income and gains
Our other income and gains remained relatively stable at RMB10.8 million in 2022 and RMB12.2
million in 2023.
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Selling and distribution expenses
Our selling and distribution expenses decreased by 18.1% from RMB34.8 million in 2022 to
RMB28.5 million in 2023, primarily due to the optimized structure of our sales and marketing team, as
we strategically reallocated resources to strengthen our sales and brand recognition in the Northern
China, and we also enjoyed advantages of differences in regional employment expenses.
Administrative expenses
Our administrative expenses remained relatively stable at RMB31.5 million in 2022 and RMB33.2
million in 2023.
Research and development expenses
Our research and development expenses remained relatively stable at RMB35.2 million in 2022
and RMB36.6 million in 2023.
Impairment losses on financial assets, net
Our net impairment losses on financial assets increased from RMB7 thousand in 2022 to RMB1.9
million in 2023, which is generally in line with the growth of our trade and other receivables from
December 31, 2022 to December 31, 2023, as we sold more AI computer vision solutions in 2023.
Other expenses
Our other expenses remained relatively stable at RMB0.6 million in 2022 and RMB0.4 million in
2023.
Finance costs
Our finance costs remained relatively stable at RMB0.4 million in 2022 and RMB0.7 million in
2023.
Income tax (expenses)/credits
We had income tax expenses of RMB0.1 million and RMB0.2 million in 2022 and 2023,
respectively.
(Loss)/profit for the year/period
As a result of the foregoing, we recorded a loss of RMB60.7 million and RMB56.2 million in
2022 and 2023, respectively.
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DISCUSSION OF CERTAIN KEY ITEMS OF CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
The following table sets forth selected information from our consolidated statements of financial
position as of the dates indicated. For the full consolidated statements of financial position as of the
dates indicated, please see I-6 and I-7 to the Accountants’ Report in Appendix I to this Prospectus.
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
NON-CURRENT ASSETS
Right-of-use assets ................ 4,863 1,080 8,929 12,951
Deferred tax assets ................ — — 4,485 5,150
Contract assets ................... 9 3,814 3,627 3,612
Property, plant and equipment ........ 3,541 1,688 2,966 2,899
Prepayments, deposits and other
receivables .................... 874 875 771 863
Other non-current assets ............ 62,316 — — 5,057
Total non-current assets ........... 71,603 7,457 20,778 30,532
CURRENT ASSETS
Financial assets at FVTPL ........... 113,688 82,631 186,006 173,227
Trade and bills receivables .......... 42,015 68,968 178,028 181,324
Inventories ..................... 19,547 41,726 38,577 36,061
Prepayments, deposits and other
receivables .................... 34,178 20,706 11,431 20,510
Time deposit .................... — 14,215 — 10,469
Cash and cash equivalents ........... 35,265 55,318 31,172 19,684
Contract assets ................... 1,417 921 4,668 2,142
Restricted bank deposits ............ — 1,268 136 698
Other current assets ............... 40,000 42,015 — —
Total current assets ............... 286,110 327,768 450,018 444,115
CURRENT LIABILITIES
Trade and bills payables ............ 53,823 33,171 88,444 99,388
Interest-bearing bank borrowings ...... 4,800 21,780 53,138 67,184
Other payables and accruals ......... 22,581 28,194 36,923 37,502
Contract liabilities ................ 12,018 30,764 17,629 19,541
Lease liabilities .................. 4,061 1,242 2,116 3,065
Tax payable ..................... 104 109 491 394
Total current liabilities ............ 97,387 115,260 198,741 227,074
NET CURRENT ASSETS .......... 188,723 212,508 251,277 217,041
TOTAL ASSETS LESS CURRENT
LIABILITIES ................. 260,326 219,965 272,055 247,573
FINANCIAL INFORMATION
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As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
NON-CURRENT LIABILITIES
Contract liabilities ................ 1,637 5,419 5,410 3,725
Deferred income ................. — 1,800 15,881 16,161
Lease liabilities .................. 1,808 83 7,782 11,713
Provision ....................... — 175 — —
Total non-current liabilities ......... 3,445 7,477 29,073 31,599
Net assets ...................... 256,881 212,488 242,982 215,974
EQUITY
Equity attributable to owners of the
parent
Reserves ....................... 253,283 112,369 142,403 115,393
Share capital .................... — 100,000 100,435 100,435
Paid-in capital ................... 3,465 — — —
Non-controlling interests ............ 133 119 144 146
Total equity .................... 256,881 212,488 242,982 215,974
For details of the Pre-IPO investments and the accounting treatment of the redemption rights, see
“History, Development and Corporate Structure — Details of the Pre-IPO Investments — Special rights
granted to the Pre-IPO Investors” and note 29 to the Accountants’ Report set out in Appendix I to this
Prospectus.
We recorded net current assets as of December 31, 2022, 2023 and 2024, and September 30, 2025,
respectively.
Our net current assets increased from RMB188.7 million as of December 31, 2022 to RMB212.5
million as of December 31, 2023, primarily due to (i) an increase in trade and bills receivables of
RMB27.0 million, (ii) an increase in inventories of RMB22.2 million, and (iii) a decrease in trade and
bills payables of RMB20.7 million, partially offset by (i) a decrease in financial assets at FVTPL of
RMB31.1 million, and (ii) a decrease in prepayments, deposits and other receivables of RMB13.5
million.
Our net current assets increased from RMB212.5 million as of December 31, 2023 to RMB251.3
million as of December 31, 2024, primarily due to (i) an increase in trade and bills receivables of
RMB109.1 million, and (ii) an increase in financial assets at FVTPL of RMB103.4 million, partially
offset by (i) an increase in trade and bill payables of RMB55.3 million, and (ii) a decrease in other
current assets of RMB42.0 million.
Our net current assets decreased from RMB251.3 million as of December 31, 2024 to RMB217.0
million as of September 30, 2025, primarily due to (i) an increase in interest-bearing bank borrowings
of RMB14.0 million, (ii) an increase in trade and bill s payables of RMB 10.9 millions, and (iii) a
decrease in cash and cash equivalents of RMB11.5 million, partially offset by an increase in
prepayment, deposits and other receivables of RMB9.1 million.
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Property, Plant and Equipment
Our property, plant and equipment primarily consist of electronic equipment and others and
leasehold improvements. Our property, plant and equipment decreased from RMB3.5 million as of
December 31, 2022 to RMB1.7 million as of December 31, 2023, primarily due to the depreciation of
our electronic equipment and others and leasehold improvement. Our property, plant and equipment
increased from RMB1.7 million as of December 31, 2023 to RMB3.0 million as of December 31, 2024,
primarily due to the leasehold improvement for decorating our Shenzhen office in 2024. Our property,
plant and equipment remained stable at RMB2.9 million as of September 30, 2025.
Right-of-use Assets
Our right-of-use assets are primarily in relation to office premises. Our right-of-use assets
decreased from RMB4.9 million as of December 31, 2022 to RMB1.1 million as of December 31, 2023,
as we ceased the lease of our Shanghai office. Our right-of-use assets increased from RMB1.1 million
as of December 31, 2023 to RMB8.9 million as of December 31, 2024, primarily due to the addition of
the lease agreement of our Shenzhen office. Our right-of-use assets increased from RMB8.9 million as
of December 31, 2024 to RMB13.0 million as of September 30, 2025, since we newly leased our
Qingdao office.
Inventories
Our inventories primarily consist of contract performance costs, raw materials and goods in
transit. Our inventories increased from RMB19.5 million as of December 31, 2022 to RMB41.7 million
as of December 31, 2023, primarily due to the increase in contract performance costs and increased
purchase of raw materials in response to our ramping-up sales activities. Our inventories slightly
decreased from RMB41.7 million as of December 31, 2023 to RMB38.6 million as of December 31,
2024, primarily due to the natural consumption of our raw materials and an increase in inventory
provision. Our inventory decreased from RMB38.6 million as of December 31, 2024 to RMB36.1
million as of September 30, 2025, which primarily due to the decrease of contract performance costs
which is caused by several projects, that incurred larger expenses under development stage, have been
accepted in 2025.
The table below sets forth our inventories by nature as of the dates indicated.
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Contract performance costs .......... 18,641 36,963 43,916 41,098
Raw materials ................... 2,106 6,667 1,268 1,758
Goods in transit .................. 65 122 168 308
Less: inventory provision ........... (1,265) (2,026) (6,775) (7,103)
Total .......................... 19,547 41,726 38,577 36,061
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The following table sets forth the aging analysis of our inventories as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Within 1 year .................... 19,163 37,491 37,275 19,762
1 to 2 years ..................... 754 5,058 5,949 20,773
2 to 3 years ..................... 888 309 1,029 1,687
Over 3 years .................... 7 894 1,099 941
Less: Impairment of inventories ....... (1,265) (2,026) (6,775) (7,103)
Total .......................... 19,547 41,726 38,577 36,061
The following table sets forth our inventory turnover days for the periods indicated.
For the Y ear Ended December 31,
For the Nine
Months Ended
September 30,
2022 2023 2024 2025
Inventory turnover days (1) .......... 100 125 106 161
Note:
(1) We calculate inventory turnover days using the average of the beginning and ending balances of total inventories for a
period, divided by the corresponding total cost of sales for the same period, multiplied by the number of days in such
period.
For inventory management, we require our employees to submit applications to our management
team for the procurement of materials, and the employees then collect the materials from warehouse
upon approval of their applications. If the required materials are not available, the management team
will select an alternative supplier from our approved supplier pool and issue a procurement order to
such supplier for delivering materials to our warehouse. For workforce management, our management
team will analyze and estimate the required labor resources before commencing development activities,
and conduct reviews as the project progresses to better manage our investments in labor cost.
Our inventory turnover days increased from 100 days in 2022 to 125 days in 2023, primarily due
to the increases in contract fulfillment costs and raw materials incurred by our sales expansion. Our
inventory turnover days decreased from 125 days in 2023 to 106 days in 2024, primarily due to the
increased natural consumption of our raw materials and an increase in inventory provision. Our
inventory turnover days increased from 106 days in 2024 to 161 days for the nine months ended
September 30, 2025, primarily due to the seasonality nature of our business, which means the mismatch
between cost of sales and inventory balance. Based on our business model and historical operations, the
fourth quarter of each year typically represents the peak period for project delivery and revenue
recognition, with corresponding cost of sales also being primarily recognized in the fourth quarter.
Therefore, we have a lower cost of sales in the nine months ended September 30, 2025, which led to
the increase in inventory turnover days. For more details, please refer to “Business — Seasonality” in
this Prospectus. According to Frost & Sullivan, our inventory turnover days in 2024 were below
industry average.
As of January 31, 2026, RMB23.8 million, or approximately 66.0% of our inventory balance as of
September 30, 2025, had been sold or utilized.
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Trade and Bills Receivables
The following table sets forth our trade and bills receivables as of the dates indicated.
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Trade receivables ................. 42,015 68,920 175,465 179,004
Bills receivable .................. — 48 2,563 2,320
Total trade and bills receivables .... 42,015 68,968 178,028 181,324
Our trade and bills receivables increased from RMB42.0 million as of December 31, 2022 to
RMB69.0 million as of December 31, 2023, and further increased to RMB178.0 million as of December
31, 2024, which was primarily due to (i) our total revenue increased, which lead to a corresponding
increase in our total trade and bills receivables; and (ii) the number of our public customers increased.
We generally grant longer credit terms to public customers because their funding application and
approval processes are more stringent and time-consuming. As a result, our trade and bills receivables
increased as we initiated more transactions with these customers. Our trade and bills receivables
remained stable at RMB178.0 million as of December 31, 2024 and RMB181.3 million as of September
30, 2025. According to Frost & Sullivan, the industry average ratios of trade and bills receivables to
revenue were approximately 102%, 111% and 130% in 2022, 2023 and 2024, respectively, whereas our
ratios for the same periods were 42%, 56%, and 72%, which were significantly lower than the industry
average.
We generally grant credit term to our customers of 30 to 180 days. The following table sets forth
the aging analysis of our trade and bills receivables based on the invoice date as of the dates indicated.
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Within 1 year ................... 41,367 59,247 166,269 162,336
1 to 2 years .................... 544 9,596 9,503 16,350
2 to 3 years .................... 104 87 2,226 2,611
3 to 4 years ..................... —3 83 02 7
Total .......................... 42,015 68,968 178,028 181,324
The following table sets forth our trade and bills receivables turnover days for the periods
indicated.
For the Y ear Ended December 31,
For the Nine
Months Ended
September 30,
2022 2023 2024 2025
Trade and bills receivables turnover
days(1) ....................... 99 163 182 379
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Note:
(1) We calculate trade and bills receivables turnover days using the average of the beginning and ending balances of total trade
and bills receivables for a period, divided by the total revenue for the same period, multiplied by the number of days in
such period.
Our trade and bills receivables turnover days increased continuously during the Track Record
Period, because the number of our public sector customers (public sector customers mainly consist of
government agencies, public institutions, as well as central and local state-owned enterprises and other
institutional customers with public attributes or state-owned capital backgrounds) increased, the
collection cycles of receivables from public sector customers lengthened, and the absolute amount of
trade and bills receivables from such customers increased (although the proportion of revenue
attributable to our public sector customers decreased), to whom we generally grant longer credit terms.
Our trade and bills receivables due from public sector customers amount to RMB3.0 million as of
December 31, 2022, RMB47.6 million as of December 31, 2023, RMB91.4 million as of December 31,
2024, and RMB80.0 million as of September 30, 2025. However, the average collection period for
receivables from public sector customers amounted to 125 days in 2022, 114 days in 2023, 235 days in
2024 and 566 days in nine months ended September 30, 2025. According to Frost & Sullivan, the
average trade and bills receivables turnover days in the industry were approximately 342 days, 411 days
and 476 days for 2022, 2023 and 2024, respectively, while our turnovers days for the same periods
were 99, 163 and 182 days, which were significantly shorter than industry average. Additionally,
according to Frost & Sullivan, our credit terms and prolonged settlement pattern by our customer were
generally in line with industry norm. We recorded relatively high trade and bills receivables turnover
days of 379 days for the nine months ended September 30, 2025, primarily because the number of our
public customers increased, the collection cycles of receivables from public sector customers
lengthened and the absolute amount of trade and bills receivables from such customers increased.
We believe that there is no recoverability issue for trade and bills receivables, as (i) around 90%
of them were settled within one year during the Track Record Period; (ii) the remaining balances are
mainly due from long-term customers with a stronger credit history and stable business relationships
with us; and (iii) we closely monitor our customers’ credit profiles and maintain a strict internal credit
control policy to manage potential risks. In order to manage our trade and bills receivables turnover
days and mitigate potential cash flow mismatches, we (i) closely monitor customers that have met the
payment conditions based on their repayment terms and follow up with customers to collect overdue
trade and bills receivables; (ii) utilize bills payments to settle accounts with suppliers who agree to
accept payment via negotiable instruments, thereby allowing us to obtain longer payment terms; (iii)
incorporated receivables collection targets into sales assessment system to strengthen accountability for
receivables collection; and (iv) implement a comprehensive collection mechanism that triggers actions
depending on the overdue period of different receivables, including the issuance of demand letters,
lawyer’s letters, cooperation suspension, and ultimately legal proceedings.
In addition to the aforementioned measures, we consider our cost management and stringent
control of operating expenses will also improve our efficiency in the utilization of working capital and
in turn contribute to improved working capital sufficiency. For details, please see “— Liquidity and
Capital Resources — Improvement in Operational Efficiency.”
Furthermore, as of January 31, 2026, we have cash and cash equivalent RMB14.5 million and our
financial assets at FVTPL amounted to RMB126.6 million which generally can be redeemed and settled
within two business days. Therefore, they both can be used to replenish our liquidity timely and
effectively mitigate the financial pressure caused by seasonality. In extreme scenarios where our cash
and cash equivalents and financial investments are fully utilized, we still have committed unutilized
banking facilities to supplement our liquidity and meet our funding requirements. As of January 31,
2026, we had obtained committed unutilized banking facilities of RMB87.8 million.
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As of January 31, 2026, RMB62.7 million, or 34.6%, of our trade and bills receivables as of
September 30, 2025 had been subsequently settled, which is in line with the credit terms we generally
grant to our customers. As of the same date, we had total current assets of RMB432.2 million, total
current liabilities of RMB221.4 million and net current assets of RMB210.7 million. During the Track
Record Period and up to the Latest Practicable Date, we did not have any material recoverability issue
for our trade and bills receivables.
In conclusion, although we have increased turnover days of trade and bills receivable, based on
our reasonable aging structure and sufficient financial reserves, our Directors are of the view that (i)
there is no recoverability issue for trade and bills receivables; (ii) our overall liquidity risk is under
control and (iii) there are no material adverse matters affecting our continuing operations.
Prepayments, Deposits and other Receivables
Our prepayments, deposits and other receivables primarily consist of prepayments, value-added
tax recoverable and other tax refundable, other receivables and deposits, prepaid tax and deferred
listing expenses. The following table sets forth a breakdown of our prepayments, deposits and other
receivables as of the dates indicated.
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Prepayments ..................... 18,371 4,137 4,641 3,884
Value-added tax recoverable and other
tax refundable .................. 7,927 11,064 5,431 12,655
Other receivables and deposits ........ 1,270 1,410 1,380 1,666
Prepaid tax ...................... 6,658 4,138 — —
Deferred listing expenses ........... — — — 2,401
Less: Impairment allowance ......... (48) (43) (21) (96)
Total ......................... 34,178 20,706 11,431 20,510
Our prepayments, deposits and other receivables decreased from RMB34.2 million as of December
31, 2022 to RMB20.7 million as of December 31, 2023, primarily because we reduced purchases from a
major supplier that we settled fees through prepayments. Our prepayments, deposits and other
receivables decreased from RMB20.7 million as of December 31, 2023 to RMB11.4 million as of
December 31, 2024, primarily due to the decreases in value-added tax recoverable and prepaid tax. Our
prepayments, deposits and other receivables increased from RMB11.4 million as of December 31, 2024
to RMB20.5 million as of September 30, 2025, primarily due to the increase in value-added tax
recoverable and other tax refundable.
As of January 31, 2026, RMB8.6 million, or approximately 42.0% of our prepayment, deposits
and other receivables as of September 30, 2025, had been settled. During the Track Record Period and
up to the Latest Practicable Date, we did not have any material recoverability issue for our prepayment,
deposits and other receivables.
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Financial Assets at FVTPL
Our financial assets at FVTPL represent our unlisted investments, at fair value. Our financial
assets at FVTPL decreased from RMB113.7 million as of December 31, 2022 to RMB82.6 million as of
December 31, 2023, primarily due to the expiration and redemption of certain wealth management
products in 2023. Our financial assets at FVTPL increased from RMB82.6 million as of December 31,
2023 to RMB186.0 million as of December 31, 2024, and decreased to RMB173.2 million as of
September 30, 2025, since the redemption amount of our wealth management products at maturity is
larger than the subscription amount of it. We subscribed for the CITIC Wealth Management Products
offered by CITIC and their respective subsidiaries in 2025. These investments will be subject to
compliance with Chapter 14 of the Listing Rules after the Listing, and we will comply with the relevant
reporting and announcements requirements under Chapter 14 of the Listing Rules after the Listing.
We typically invest in wealth management products with low risks to better utilize our idle cash
before their scheduled use in our business operations. These wealth management products mainly
comprise debt bonds, fixed-income assets and structured deposits, and are generally classified as low to
medium risk at R1 and R2 risk ratings. However, pursuant to the Guiding Opinions on Regulating Asset
Management Business of Financial Institutions (ኬจԈ ),
financial institutions are prohibited from providing principal or return guarantees when conducting asset
management business. Accordingly, none of the wealth managements products we purchased are
principal-protected. We have implemented an internal investment policy that sets forth our internal
approval processes before making investments, that approvals from our shareholders’ meeting, Board,
and general managers are required depending on the investment amount. The purchase process for
wealth management products is initiated by our financial personnel within their respective scopes of
responsibility and requires confirmation by the general manager for both subscription and redemption.
Ultimately, the Board of Directors will decide whether to proceed with such investments based on the
investment analysis report and market analysis report provided by the finance department. Our
management team possesses extensive expertise in finance, strategy and risk management, and makes
collective and well-informed investment decisions to ensure prudent management of our funds. Our
Board is also responsible for coordinating and managing researches and analysis of investment
proposals to provide advice for investment decisions. The wealth management products we have chosen
adhere to the principles of balancing security, liquidity and returns. We primarily invest in products
with underlying assets such as bonds, fixed-income instruments and deposits, which are generally
classified as R2 or lower risk level. These products typically offer relatively higher returns compared to
one-year bank deposit certificates during the same period, while maintaining good liquidity, as they can
generally be redeemed and settled within two business days. After an investment is made, our finance
department will also monitor the financial performance of our investments on regular basis, to
effectively supervise the investment returns and operational risks of our investees.
Cash and Cash Equivalents
Our cash and cash equivalents primarily consist of time deposits and restricted bank deposits. Our
cash and cash equivalents increased from RMB35.3 million as of December 31, 2022 to RMB55.3
million as of December 31, 2023, primarily due to the increase in cash generated from our sales and the
redemption of wealth management products in 2023. Our cash and cash equivalents decreased from
RMB55.3 million as of December 31, 2023 to RMB31.2 million as of December 31, 2024, and further
decreased to RMB19.7 million as of September 30, 2025, since the net cash used in operating activities
increased, which was due to the listing expenses and investment in R&D of large model solutions.
FINANCIAL INFORMATION
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Trade and Bills Payables
Our suppliers generally grant credit term to us of 30 to 90 days. The following table sets forth a
breakdown of our trade and bills payables as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Trade payables ................... 53,823 23,380 88,444 94,388
Bills payables .................... — 9,791 — 5,000
Total trade and bills payables ...... 53,823 33,171 88,444 99,388
Our trade and bills payables decreased from RMB53.8 million as of December 31, 2022 to
RMB33.2 million as of December 31, 2023, primarily due to our settlement of trade payables to a
supplier for software products used in a major project. Our trade and bills payables increased from
RMB33.2 million as of December 31, 2023 to RMB88.4 million as of December 31, 2024, which was
in line with our growth in revenue and cost of sales. Our trade and bills payable increased from
RMB88.4 million as of December 31, 2024 to RMB99.4 million as of September 30, 2025, primarily
due to the increase of our purchase amount which is in line with our sale amount.
The following table sets forth the aging analysis of our trade and bills payables based on the
invoice date as of the dates indicated.
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Within 1 year .................... 51,609 27,661 80,860 92,960
Over 1 year ..................... 2,214 5,510 7,584 6,428
Total ......................... 53,823 33,171 88,444 99,388
The following table sets forth our trade and bills payables turnover days for the periods indicated.
For the Y ear Ended December 31,
For the Nine
Months Ended
September 30,
2022 2023 2024 2025
Trade and bills payables turnover
days(1) ....................... 200 168 144 342
Note:
(1) We calculate trade and bills payables turnover days using the average of the beginning and ending balances of total trade
and bills payables for a period, divided by the cost of sales for the same period, multiplied by the number of days in such
period.
Our trade and bills payables turnover days decreased continuously from 200 days in 2022 to 168
days in 2023, and further to 144 days in 2024, primarily due to our enhanced supply chain management
to secure the stable supply of high quality raw materials and services. We recorded relatively high trade
and bills payables turnover days of 342 days for the nine months ended September 30, 2025, primarily
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due to the (i) long credit term provided by our suppliers based on our cooperation and trust; and (ii) the
seasonality nature of our business. For more details, please refer to “Business — Seasonality” in this
Prospectus.
As of January 31, 2026, RMB32.8 million, or 33.0%, of our trade and bills payables as of
September 30, 2025 had been subsequently settled, which is in line with the credit terms our suppliers
generally grant us. During the Track Record Period and up to the Latest Practicable Date, we had no
material defaults in our trade and bills payables.
Other Payables and Accruals
Our other payables and accruals primarily represent output V AT payables, other payables, payroll
payables, product warranty provision and other tax payables. The following table sets forth a
breakdown of our other payables and accruals as of the dates indicated.
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Output V AT payables .............. 5,753 4,706 9,110 8,928
Other payables ................... 4,266 12,238 15,062 17,972
Payroll payables .................. 10,777 8,497 6,329 6,965
Product warranty provision .......... 979 1,236 2,437 3,077
Other tax payables ................ 518 1,114 3,382 496
Due to related parties .............. 288 403 603 64
Total .......................... 22,581 28,194 36,923 37,502
Our other payables and accruals increased from RMB22.6 million as of December 31, 2022 to
RMB28.2 million as of December 31, 2023, and further to RMB36.9 million as of December 31, 2024,
primarily due to the increases in other payables as we received a significant amount of funds in
advance to carry out a key project. The payor made payments to us for procuring materials used in such
project, and the payments are made by year in three batches since 2023. Our other payables and
accruals increased from RMB36.9 million as of December 31, 2024 to RMB37.5 million as of
September 30, 2025, primarily due to the increase in payroll payables, which represents the increase of
employee remuneration. During the Track Record Period and up to the Latest Practicable Date, we had
not experienced any material defaults in our other payables and accruals.
Interest-bearing Bank Loans
Our interest-bearing bank loans primarily consist of secured bank loans and unsecured bank loans.
Our interest-bearing bank loans demonstrated a continued growth trend during the Track Record Period,
from RMB4.8 million as of December 31, 2022 to RMB21.8 million as of December 31, 2023, further
to RMB53.1 million as of December 31, 2024, and to RMB67.2 million as of September 30, 2025,
because we primarily used interest-bearing bank loans to pay our customers and employee
remuneration, given the current interest rate of bank loans.
Contract Liabilities
Our contract liabilities primarily consist of advances from customers for services and goods. Our
contract liabilities increased from RMB13.7 million as of December 31, 2022 to RMB36.2 million as of
December 31, 2023, as we received more advances from customers, which is in line with our sales
FINANCIAL INFORMATION
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expansions. Our contract liabilities decreased from RMB36.2 million as of December 31, 2023 to
RMB23.0 million as of December 31, 2024, as certain of our projects were still in the performance
stages at the end of 2024. Our contract liabilities remained stable at RMB23.3 million as of September
30, 2025.
As of January 31, 2026, RMB12.7 million, or approximately 54.8% of our contract liabilities as of
September 30, 2025 had been recognized as revenue.
Pre-IPO Investments
Starting from July 2015, we conducted several rounds of Pre-IPO financing and share transfers
among the Pre-IPO Investors. For details of background of the Pre-IPO Investors and the principal
terms of the Pre-IPO Investments, see “History, Development and Corporate Structure.”
Pursuant to the Pre-IPO Investors Agreements entered into between the Company and its
Shareholders (collectively the “ Agreements ”), the Company issued 1,972,000 ordinary shares to certain
Shareholders (collectively the “ Pre-IPO Investors ”) for a total net cash proceed of approximately
RMB500,710,000 (collectively the “ Pre-IPO investments ”). Pursuant to the Agreements, certain
Pre-IPO Investors were granted by the Company with special-rights (“ Special Rights ”) which included
redemption rights and liquidation preferences. There was no exercise of Special Rights granted by the
Company throughout the Track Record Period. The Company and the Pre-IPO Investors entered into
supplemental agreements, agreeing that certain of the Special Rights granted to Pre-IPO investors,
including redemption rights, liquidation preferences have been irrecoverably terminated and shall be
void ab initio . Taking into account the legal and regulatory framework of the Company’s jurisdiction
and the governing law of the supplemental agreements, the Directors considered that it is appropriate to
present the Pre-IPO Investments as equity throughout the Track Record Period. Had the Special Rights
granted by the Company to the Pre-IPO Investors been accounted for as financial liabilities measured at
present value of the redemption amount prior to entering into the supplemental agreements with each of
Pre-IPO Investors, (i) the redemption financial liabilities, total current liabilities, net current assets and
net assets would have been:
31 December 2022
RMB’000
Redemption financial liabilities ....................................... 81,239
Total current liabilities ............................................. 178,626
Net current assets ................................................. 107,484
Net assets ...................................................... 175,642
; and (ii) the finance costs associated with the redemption financial liabilities, total net loss, basic
earnings per share would have been:
31 December 2022 31 December 2023
RMB’000 RMB’000
Financial costs associated with the redemption financial
liabilities ....................................... 10,521 2,946
Total net loss ...................................... (71,243) (59,192)
Basic earnings per share .............................. (1.03) (0.59)
For further details, see note 29 to the Accountants’ Report set out in Appendix I to this
Prospectus.
FINANCIAL INFORMATION
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LIQUIDITY AND CAPITAL RESOURCES
Net Current Assets
The following table sets forth our current assets and current liabilities as of the dates indicated.
As of December 31,
As of
September 30,
As of
January 31,
2022 2023 2024 2025 2026
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
CURRENT ASSETS
Inventories ................... 19,547 41,726 38,577 36,061 21,330
Trade and bills receivables ........ 42,015 68,968 178,028 181,324 214,279
Contract assets ................ 1,417 921 4,668 2,142 3,860
Prepayments, deposits and
other receivables ............. 34,178 20,706 11,431 20,510 23,161
Financial assets at fair value through
profit or loss ................ 113,688 82,631 186,006 173,227 126,574
Time deposits ................. — 14,215 — 10,469 28,272
Other current assets ............. 40,000 42,015 — — —
Restricted bank deposits .......... — 1,268 136 698 192
Cash and cash equivalents ........ 35,265 55,318 31,172 19,684 14,484
Total current assets ............. 286,110 327,768 450,018 444,115 432,152
CURRENT LIABILITIES
Trade and bills payables .......... 53,823 33,171 88,444 99,388 116,680
Other payables and accruals ....... 22,581 28,194 36,923 37,502 28,718
Interest-bearing bank borrowings .... 4,800 21,780 53,138 67,184 61,945
Lease liabilities ............... 4,061 1,242 2,116 3,065 3,778
Contract liabilities .............. 12,018 30,764 17,629 19,541 10,320
Tax payable .................. 104 109 491 394 —
Total current liabilities ........... 97,387 115,260 198,741 227,074 221,441
NET CURRENT ASSETS ......... 188,723 212,508 251,277 217,041 210,711
Cash Flows
During the Track Record Period and up to the Latest Practicable Date, we have funded our cash
requirements principally from capital contributions from our shareholders and cash inflows from our
sales activities. As of December 31, 2022, 2023 and 2024, and September 30, 2024 and 2025, we had
cash and cash equivalents of RMB35.3 million, RMB55.3 million, RMB31.2 million, RMB18.4 million
and RMB19.7 million, respectively.
FINANCIAL INFORMATION
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The following table sets forth our cash flows for the periods indicated.
For the Y ear Ended December 31,
For the Nine Months Ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(Unaudited)
Net cash (used in) operating
activities ................. (79,143) (72,963) (17,592) (5,015) (21,373)
Net cash (used in)/generated from
investing activities .......... (75,417) 81,246 (45,271) (30,867) (42)
Net cash (used in)/generated from
financing activities .......... 178,048 11,770 38,567 (1,020) 9,810
Net (decrease)/increase in cash
and cash equivalents ......... 23,488 20,053 (24,296) (36,902) (11,605)
Cash and cash equivalents at the
beginning of the year/period ... 12,545 35,265 55,318 55,318 31,172
Cash and cash equivalents at the
end of the year/period ....... 35,265 55,318 31,172 18,416 19,684
Net Cash (Used in) Operating Activities
For the nine months ended September 30, 2025, our net cash used in operating activities was
RMB21.4 million, primarily attributable to our loss before tax of RMB36.9 million, as adjusted by (i)
non-cash and non-operating items, which primarily consisted of equity-settled share-based payments of
RMB9.3 million, and (ii) changes in working capital, which was primarily resulted from the increase in
trade and bills payables of RMB10.9 million, and the increase in trade and bills receivables of RMB5.8
million.
In 2024, our net cash used in operating activities was RMB17.6 million, primarily attributable to
our profit before tax of RMB4.9 million, as adjusted by (i) non-cash and non-operating items, which
primarily consisted of equity-settled share-based payment of RMB11.8 million, write-down of
inventories to net realisable value of RMB5.4 million, and impairment of trade and bills receivables of
RMB5.1 million, and (ii) changes in working capital, which was primarily resulted from the increase in
trade and bills receivables of RMB114.2 million, and the increase in trade and bills payables of
RMB55.3 million.
In 2023, our net cash used in operating activities was RMB73.0 million, primarily attributable to
our loss before tax of RMB56.0 million, as adjusted by (i) non-cash and non-operating items, which
primarily consisted of equity-settled share-based payments of RMB11.9 million, and (ii) changes in
working capital, primarily resulted from the decrease in trade and bills payables of RMB20.7 million,
the increase in inventories of RMB23.4 million and the increase in contract liabilities of RMB22.5
million.
In 2022, our net cash used in operating activities was RMB79.1 million, primarily attributable to
our loss before tax of RMB60.6 million, as adjusted by (i) non-cash and non-operating items, which
primarily consisted of equity-settled share-based payments of RMB7.8 million and investment income
from wealth management products, structured deposits, time deposits and certificates of deposit of
RMB7.2 million, and (ii) changes in working capital, which was primarily resulted from the increase in
trade and bills payables of RMB30.2 million, and the increase in prepayments, deposits and other
receivables of RMB21.3 million.
FINANCIAL INFORMATION
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To improve our cash flow, we systematically strengthened the management of accounts receivable
and optimized our collection processes. Specific measures include: (i) we have established a system to
assess customer credit and track payments dynamically; (ii) we regularly identify receivables that are
due and provide collection lists to the responsible sales personnel; (iii) we factor collection rates and
the ratio of overdue payments into the quarterly performance reviews of our sales team; and (iv) our
finance department prepares a monthly aging analysis of accounts receivable, which is shared with the
business teams to drive continuous improvements in collection efficiency. Regarding trade and bills
payable, our finance department summarizes pending payments weekly and submits a draft payment
plan to management for approval. Our management then creates a rolling payment schedule based on
cash flow forecasts, supplier relationships, and agreed credit terms. We execute payments according to
this schedule. For major suppliers who accept them, we may utilize bank or commercial acceptance
bills to manage short-term cash demands. Furthermore, we actively negotiate with core suppliers to
optimize payment terms, such as extending credit periods and scheduling phased payments. We also
control costs through centralized procurement and supplier price comparisons. These measures have
already shown positive results. We believes that its current working capital structure is sound and
liquidity is sufficient to support future operational and development needs.
Net Cash (Used in)/Generated from Investing Activities
For the nine months ended September 30, 2025, our net cash used in investing activities was
RMB42,000, primarily attributable to the purchase of financial assets at FVTPL of RMB70.0 million
and purchase of time deposit with initial terms over three months of RMB 20.3 million, partially offset
by the investment income from disposal of financial assets at FVTPL of RMB84.6 million. In 2024, our
net cash used in investing activities was RMB45.3 million, primarily attributable to the purchase of
financial assets at FVTPL of RMB753.6 million, partially offset by the investment income from
disposal of financial assets at FVTPL of RMB651.9 million. In 2023, our net cash generated from
investing activities was RMB81.2 million, primarily attributable to the investment income from disposal
of financial assets at FVTPL of RMB466.7 million, partially offset by the purchase of financial assets
at FVTPL of RMB434.7 million. In 2022, our net cash used in investing activities was RMB75.4
million, primarily attributable to the purchase of financial assets at FVTPL of RMB487.0 million,
partially offset by the investment income from disposal of financial assets at FVTPL of RMB435.5
million.
Net Cash (Used in)/Generated from Financing Activities
For the nine months ended September 30, 2025, our net cash generated from financing activities
was RMB9.8 million, primarily attributable to the new bank loans of RMB42.1 million partially offset
by the repayment of bank loans of RMB28.1 million. In 2024, our net cash generated from financing
activities was RMB38.6 million, primarily attributable to the new bank loans of RMB53.1 million,
partially offset by the repayment of bank loans of RMB21.8 million. In 2023, our net cash generated
from financing activities was RMB11.8 million, primarily attributable to the new bank loans of
RMB21.8 million. In 2022, our net cash generated from financing activities was RMB178.0 million,
primarily attributable to the capital contribution by shareholders of RMB178.6 million.
FINANCIAL INFORMATION
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Cash Conversion Cycle Analysis
Our cash conversion cycle, calculated as inventory turnover days plus trade receivable turnover
days minus trade payable turnover days, was approximately -1.4 days in 2022, 119.8 days in 2023,
143.7 days in 2024 and 198 days in the nine months ended September 30, 2025.
During the Track Record Period, our cash conversion cycle increased from -1.4 days in 2022 to
119.8 days in 2023 due to the rise in the turnover days of trade and bills receivable and the decrease in
the turnover days of trade and bills payable. Our cash conversion cycle then increased to 143.7 days in
2024, mainly because of the decrease in the turnover days of trade and bills payable. For the nine
months ended September 30, 2025, our cash conversion cycle further grew to 198 days, primarily due
to the increase in the turnover days of inventory.
Improvement in Operational Efficiency
Our gross profit margin was 30.6% in 2022 and decreased slightly to 25.9% in 2023, primarily
due to the decline in gross profit margins within our Software-defined All-in-One AI solutions. This
fluctuation was because our products were not standard products with a fixed range of gross profit
margin and it was also in line with industry practice according to Frost & Sullivan. Since then, our
gross profit margin has grown steadily, rising to 40.2% in 2024. This upward trend continued from
39.2% for the nine months ended September 30, 2024, to 44.9% for the same period in 2025. Aside
from the specific factors in 2023, our gross profit margins have consistently improved across all
periods, reflecting a continuous improvement of our operational efficiency.
Furthermore, to enhance operational efficiency and optimize our cost structure, we have
systematically implemented reforms across our sales and administrative functions. In terms of selling
expenses, we recalibrated our reimbursement model from a “reimbursement-as-incurred” basis to a
dynamic verification mechanism commensurate with individual performance, directly linking expense
quotas to key metrics such as contract signing and cash collection to incentivize results and rationalize
spending; this was further reinforced by the deployment of digital control tools for automatic invoice
verification and strict limit management to mitigate compliance risks. Concurrently, we upgraded our
sales force management through rigorous monthly performance assessments and a dynamic elimination
system to optimize organizational efficacy. On the administrative procurement front, we instituted a
mandatory multi-source price comparison mechanism for consumables and established a comprehensive
full-chain management system for major expenditures, encompassing joint budget reviews, execution
tracking, and efficiency assessments across procurement, finance, and user departments, thereby
strengthening budget constraints and mitigating risks. Collectively, these measures have bolstered our
expense control and organizational efficiency, providing a solid foundation for our continued business
expansion.
The number of projects in the AI computer vision solutions increased from 232 in 2022 to 245 in
2023 and further to 305 in 2024. For the nine months ended September 30, 2025, the number of
projects reached 276. For the large model solutions segment, we completed two projects in 2024. For
the nine months ended September 30, 2025, we executed four projects, reflecting stable growth.
FINANCIAL INFORMATION
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CASH OPERATING COSTS
The following table sets forth key information relating to our cash operating costs for the periods
indicated:
For the Y ear Ended December 31,
For the Nine
Months Ended
September 30,
2022 2023 2024 2025
(RMB in thousands)
Workforce employment (1) ............. 72,468 66,597 66,067 43,886
Research and development expenses (2) ... 7,907 11,608 24,559 34,668
Direct production costs, including
materials (3) ...................... 80,661 85,477 75,212 53,703
Product marketing (4) ................ 10,893 8,450 6,090 4,002
Non-income taxes and other charges ..... 13,353 9,184 4,326 8,744
Total ........................... 185,282 181,316 176,254 101,117
Notes:
(1) Calculated by adding our employee benefits expenses under our cost of sales, selling and distribution expenses,
administrative expenses, as well as research and development costs, adjusted by changes in working capital relating to
payroll payable as of previous and current year end.
(2) Calculated by our Research and development costs less employee benefits expenses under our research and development
costs, and non-cash items, including depreciation and amortization as well as share-based payment expenses under research
and development costs.
(3) Calculated by our cost of sales less employee benefits expenses under our cost of sales, and non-cash items, including
depreciation and amortization under our cost of sales, adjusted by changes in working capital relating to prepayments,
trade and bills payables and inventory as of previous and current year end.
(4) Calculated by our selling and distribution expenses less employee benefits expenses under our selling and distribution
expenses, and non-cash items, including depreciation and amortization as well as share-based payment expenses under
selling and distribution expenses.
INDEBTEDNESS
The following table sets forth a breakdown of our indebtedness as of the dates indicated.
As of December 31,
As of
September
30,
As of
January
31,
2022 2023 2024 2025 2026
(RMB in thousands)
(Unaudited)
Bank loans ................. 4,800 21,780 53,138 67,184 61,945
Lease liabilities .............. 5,869 1,325 9,898 14,778 13,955
Total ..................... 10,669 23,105 63,036 81,962 75,900
Bank Loans
As of December 31, 2022, 2023 and 2024, September 30, 2025 and January 31, 2026, we had
bank loans of RMB4.8 million, RMB21.8 million, RMB53.1 million, RMB67.2 million and RMB61.9
million, respectively. The following table sets out our bank loans as of the dates indicated.
FINANCIAL INFORMATION
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As of December 31,
As of
September
30,
As of
January
31,
2022 2023 2024 2025 2026
(RMB in thousands)
(Unaudited)
Current
Bank loans — Secured ......... — — 5,000 — —
Bank loans — Unsecured ....... 4,800 21,780 48,138 67,184 61,945
Total ..................... 4,800 21,780 53,138 67,184 61,945
Our secured bank loans during the Track Record Period mainly represented loans provided by
reputable banks with interest rate of 3.65%, secured by our Company. Our unsecured bank loans during
the Track Record Period mainly represented loans provided by reputable banks with interest rate of
2.40%−3.50%.
As of January 31, 2026, we had obtained committed unutilized banking facilities of RMB87.8
million.
Lease Liabilities
As of December 31, 2022, 2023 and 2024, September 30, 2025, and January 31, 2026, we had
lease liabilities of RMB5.9 million, RMB1.3 million, RMB9.9 million, RMB14.8 million, and RMB14.0
million respectively. The following table sets out our lease liabilities as of the dates indicated.
As of December 31,
As of
September 30,
As of
January 31,
2022 2023 2024 2025 2026
(RMB in thousands)
(Unaudited)
Current ............ 4,061 1,242 2,116 3,065 3,778
Non-current ......... 1,808 83 7,782 11,713 10,177
Total .............. 5,869 1,325 9,898 14,778 13,955
Our lease liabilities decreased from RMB5.9 million as of December 31, 2022 to RMB1.3 million
as of December 31, 2023, as we ceased the lease of our Shanghai office. Our lease liabilities increased
from RMB1.3 million as of December 31, 2023 to RMB9.9 million as of December 31, 2024, primarily
due to the addition of a lease agreement of our Shenzhen office. Our lease liabilities further increased
to RMB14.8 million as of September 30, 2025, since we newly rent a office in Qingdao.
Contingent Liabilities
As of the Latest Practicable Date, we did not have any material contingent liabilities, guarantees
of any litigations or claims of material importance, pending or threatened against any member of our
Company.
Indebtedness Statement
Save as disclosed above, as of December 31, 2022, 2023 and 2024, and January 31, 2026 we did
not have any other loan capital or debt securities issued and outstanding or agreed to be issued, bank
overdrafts, borrowings and other similar indebtedness, liabilities under acceptance (other than normal
trade bills) or acceptance credits, debentures, mortgages, charges, hire purchase commitments,
FINANCIAL INFORMATION
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guarantees or other material contingent liabilities. Our Directors confirm that there has not been any
material change in our indebtedness since January 31, 2026 and up to the Latest Practicable Date. Our
Directors confirm that we had no material defaults on trade and non-trade payables and borrowings, nor
did we breach any covenants during the Track Record Period and up to the date of this Prospectus. Our
Directors also confirm that we do not expect to have any difficulties from obtaining equity and debt
financing.
CAPITAL COMMITMENTS
Our capital commitments are related to purchase of items of property, plant and equipment. Please
refer to note 34 to the Accountants’ Report set out in Appendix I to this Prospectus for further details.
MATERIAL RELATED PARTY TRANSACTIONS
During the Track Record Period, we entered into a number of transactions with related parties in
relation to our substantial shareholder and directors. Please refer to note 35 to the Accountants’ Report
set out in Appendix I to this Prospectus for further details about our related party transactions during
the Track Record Period. None of such related party transactions constitute a connected transaction or
continuing connected transaction for the purpose of Chapter 14A of the Listing Rules.
Our Directors are of the view that each of the related party transactions set out in note 36 to the
Accountants’ Report in Appendix I to this Prospectus was conducted on arm’s length basis and would
not distort our track record results or cause our historical results to be not reflective of our future
performance.
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios for the periods indicated.
For the Y ears Ended December 31/
As of December 31,
For the Nine
Months Ended
September
30/As of
September 30,
2022 2023 2024 2025
Revenue growth rate (1) ............. 142.2% 25.7% 101.5% 71.6%
Gross profit growth rate (2) .......... 60.4% 6.4% 212.9% 96.2%
Gross profit margin (3) .............. 30.6% 25.9% 40.2% 44.9%
Current ratio (4) .................. 2.9 2.8 2.3 2.0
Quick ratio (5) .................... 2.7 2.5 2.1 1.8
Notes:
(1) Revenue growth rate represents the current year’s/period’s revenue growth amount to the prior year’s/period’s revenue
amount.
(2) Gross profit growth rate represents the increase in gross profit for this year/period to the prior year’s/period’s gross profit
amount.
(3) Represents gross profit for the period divided by revenue for the same period and multiplied by 100%.
(4) Current ratio is calculated based on the current assets as of the end of period divided by current liabilities as of the same
date.
(5) Quick ratio is calculated based on the current assets less inventories as of the end of period divided by current liabilities as
of the same date.
FINANCIAL INFORMATION
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RESEARCH AND DEVELOPMENT EXPENDITURES AND TOTAL OPERATING
EXPENDITURES
During the Track Record Period, our research and development expenditures represented our
research and development expenses. The table below sets forth our annual/periodic and total research
and development expenditures for the periods indicated:
For the Y ear Ended December 31,
For the Nine Months Ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
Research and
development
expenses .......... 35,200 36,568 44,821 24,137 46,860
Annual/Periodic
research and
development
expenditures ....... 35,200 36,568 44,821 24,137 46,860
Total research and
development
expenditures ....... 116,589
(1) 163,449 (2)
Notes:
(1) Total research and development expenditures for the three financial years prior to the Listing.
(2) Total research and development expenditures during the Track Record Period.
The table below sets forth our annual/periodic and total operating expenditures for the periods
indicated:
For the Y ear Ended December 31,
For the Nine Months Ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
Selling and distribution
expenses .......... 34,788 28,492 22,261 16,171 13,853
Administrative
expenses .......... 31,492 33,244 31,188 23,093 40,680
Research and
development
expenses .......... 35,200 36,568 44,821 24,137 46,860
Annual/Periodic total
operating
expenditures ....... 101,480 98,304 98,270 63,401 101,393
Total operating
expenditures ....... 298,054
(1) 399,447 (2)
Notes:
(1) Total operating expenditures for the three financial years prior to the Listing.
(2) Total operating expenditures during the Track Record Period.
FINANCIAL INFORMATION
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The table below sets forth our annual/periodic research and development expenditures ratio and
total research and development expenditures ratio for the periods indicated:
For the Y ear Ended December 31,
For the Nine Months Ended
September 30,
2022 2023 2024 2024 2025
Annual/Periodic
research and
development
expenditures ratio
(1) . 34.7% 37.2% 45.6% 38.1% 46.2%
Total research and
development
expenditures ratio .. 39.1%
(2) 40.9% (3)
Notes:
(1) Calculated by dividing annual/periodic research and development expenditures by annual/periodic total operating
expenditures.
(2) Calculated by dividing total research and development expenditures for the three financial years prior to the Listing by
total operating expenditures for the three financial years prior to the Listing.
(3) Calculated by dividing total research and development expenditures during the Track Record Period by total operating
expenditures during the Track Record Period.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we had not entered into any off-balance sheet arrangements.
QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT FINANCIAL RISKS
We are exposed to a variety of financial risks, including foreign currency risk, credit risk and
liquidity risk. Please refer to note 38 to the Accountants’ Report in Appendix I to this Prospectus for a
detailed description of our financial risk management.
DIVIDENDS AND DIVIDEND POLICY
No dividend was paid or declared by us during the Track Record Period.
We do not maintain a formal dividend policy or have a fixed dividend distribution ratio. Under
current applicable PRC laws, dividends may be paid only out of distributable profits, which refer to
after-tax profits less any recovery of accumulated losses and required allocations to statutory capital
reserve funds. As advised by our PRC Legal Advisor, we cannot pay dividends to shareholders as there
is no distributable profits in view of the accumulated losses.
After completion of the Global Offering, our Shareholders will be entitled to receive any
dividends we declare. We may distribute dividends by way of shares or cash, or a combination of both
shares and cash. Pursuant to our Articles of Association, our Board may declare dividends in the future
after taking into account our results of operations, financial condition, cash requirements and
availability and other factors as it may deem relevant at such time. Any declaration and payment as
well as the amount of dividends will be subject to our constitutional documents, applicable PRC laws
and approval by our Shareholders.
Our future declarations of dividends may not be in line with our historical declaration of
dividends and will be subject to the approval of our Shareholders. Please refer to “Risk Factors —
Risks Relating to the Global Offering — We cannot assure you that we will declare and distribute any
amount of dividends in the future” in this Prospectus.
FINANCIAL INFORMATION
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DISTRIBUTABLE RESERVES
As of September 30, 2025, we had no available distributable reserves for distribution to our
Shareholders.
WORKING CAPITAL SUFFICIENCY
Taking into account the financial resources available to us, including our net operating cash flow,
cash and cash equivalents on hand, loan and credit facilities and the estimated net proceeds from the
Global Offering, our Directors are of the view that we have sufficient working capital to meet our
present needs and for the next 12 months from the date of this prospectus.
Our cash burn rate refers to the average monthly (i) net cash used in operating activities, (ii)
purchases of items of property, plant and equipment, and (iii) payments of lease liabilities. Our
historical cash burn rate was RMB7.0 million, RMB6.5 million, RMB1.9 million and RMB2.6 million
in 2022, 2023 and 2024, and for the nine months ended September 30, 2025, respectively. Our cash
burn rate decreased from RMB7.0 million in 2022 to RMB6.5 million in 2023, and further to RMB1.9
million in 2024, attributable to our sales expansion, growth in revenue and enhanced operating cash
flow. Our cash burn rate increased from RMB1.9 million in 2024 to RMB2.6 million for the nine
months ended September 30, 2025. Assuming that the average cash burn rate going forward will be
RMB2.6 million, similar to the cash burn rate level for the year ended September 30, 2025, we estimate
that our cash and cash equivalents, current financial assets at FVTPL and current time deposits as of
September 30, 2025 will be able to maintain our financial viability for 76.9 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 purposes and based on the Offer Price), approximately 91.4
months or, if we take into account 100% of the estimated net proceeds (based on the Offer Price) from
the Global Offering, for approximately 221.7 months. We will continue to closely monitor our cash
flows used in and generated from operating activities and maintain our financial viability through a
variety of means, including, among others, banking facilities and external financings. Please refer to
“— Indebtedness” in this section. We will continue to monitor our cash flows from operations closely.
With the continuing expansion of our business, commercialization of our solutions and research and
development activities, we could not exclude the possibility to explore future external fundraising
opportunities. We will comply with applicable laws and regulations, including requirements under the
Listing Rules, when we proceed with such financings.
LISTING EXPENSE
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 accountants for their services rendered in relation to the Listing and the
Global Offering, and other fees and expenses. Assuming an Offer Price of HK$40.0 per H Share, the
estimated total listing expenses for the Global Offering are approximately RMB57.7 million (equivalent
to HK$64.2 million), accounting for approximately 13.0% of our gross proceeds. Among such estimated
total listing expenses, we expect to pay underwriting-related expenses of RMB27.1 million, professional
fees for our legal advisors and reporting accountants of RMB19.6 million and other fees and expenses
of RMB10.5 million. During the Track Record Period, RMB15.1 million had been recognized as listing
expenses in our consolidated statements of profit or loss, and additionally, an estimated amount of
RMB18.7 million for our listing expenses is expected to be expensed through the statement of profit or
loss and an estimated amount of RMB23.3 million is expected to be recognized directly as a deduction
from equity upon the Listing.
FINANCIAL INFORMATION
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UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS
ATTRIBUTABLE TO OWNERS OF OUR COMPANY
For the detail of unaudited pro forma statement of adjusted consolidated net tangible assets of us,
please refer to A. Unaudited Pro Forma Statement of Adjusted Consolidated Net Tangible Assets in
Appendix IIA to this Prospectus.
NO MATERIAL ADVERSE CHANGE
Our Directors confirm that, since September 30, 2025 (being the date on which the latest
consolidated financial information of our Group was prepared) and up to the date of this Prospectus,
there has been no material adverse change in our financial or trading position and there is no event
which would materially affect the information shown in our consolidated financial information included
in the Accountants’ Report in Appendix I to this Prospectus.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, there was no circumstance that
would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.
FINANCIAL INFORMATION
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FUTURE PLANS
Please refer to “Business — Our Strategies” in this Prospectus for further details of our future
plans.
USE OF PROCEEDS
We estimate that we will receive net proceeds (after deducting the underwriting commissions and
other estimated expenses payable by us) of approximately HK$434.4 million from the Global Offering
based on the Offer Price of HK$40.0 per H share.
We expect to use the net proceeds from the Global Offering to strengthen our capital base to
support the ongoing growth of our business. Specifically:
 approximately 60.0% of the net proceeds, or HK$260.6 million, is expected to be used to
enhance our research and development capabilities, including
(i) approximately 40.0% of the net proceeds, or HK$173.8 million, will be used for large
model and AI infrastructure construction, including (a) recruiting top-tier talent across
multiple disciplines, from AI product managers and algorithm experts to senior
engineers, software architects and DevOps specialists; (b) procurement of critical
technical services, such as cloud computing resources, multimodal data services and
research partnerships with academic institutions, complemented by professional testing
and certification support; (c) leasing dedicated R&D sites; and (d) procurement of
specialized equipment, including high-performance computing servers for model
training and inference, along with advanced workstations.
We plan to use approximately 15.6% of the net proceeds, or HK$67.9 million, to
recruit approximately 46 additional R&D professionals from 2026 to 2029. We intend
to spend HK$7.2 million, HK$13.7 million, HK$20.2 million, and HK$26.7 million in
2026, 2027, 2028, and 2029, respectively, to recruit 13, 11, 11 and 11 additional R&D
professionals in each of those years. These hires will cover AI product planning,
algorithm innovation, platform architecture, application development, testing and
system maintenance, which are essential for executing our technology roadmap and
enhancing commercialization capabilities.
The following chart sets forth the details of roles, functions, relevant experience and
qualifications in relation to our recruitment plans:
Positions Roles and Functions Key Experience and Qualifications
Product Managers of
AI Large Models ...
 Lead product planning & scenario design
 Define PRDs & prototypes
 Coordinate cross-functional teams
 Drive commercialization of large model
solutions
 Bachelor’s degree or above
 5+ years AI product experience
 Familiar with technologies like transformer,
RLHF tuning, LangChain
FUTURE PLANS AND USE OF PROCEEDS
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Positions Roles and Functions Key Experience and Qualifications
Algorithm Experts ....  Lead R&D on multimodal large models &
CV
 Drive innovation & transfer research into
products
 Publish papers & prepare patents
 Master’s degree or above
 5+ years in VLLM/CV R&D
 Proficient in technologies like Python/C++,
TensorFlow, PyTorch, CNN, YOLO
Senior Algorithm
Engineers ........
 Develop & optimize multimodal model
algorithms
 Improve generation quality, efficiency &
controllability
 Deploy scalable AI solutions
 Master’s degree or above
 3+ years relevant experience
 Familiar with technologies like GAN, V AE,
Diffusion, ControlNet
Application
Development
Engineers ........
 Build multimodal inference platforms
 Design distributed, high-concurrency
architectures
 Ensure platform scalability & stability
 Bachelor’s degree or above
 3+ years J2EE experience
 Proficient in technologies like Java,
SpringBoot, Docker/K8s, MySQL tuning
Software Architects ...  Design core multimodal AI platform
architectures
 Optimize big data pipelines
 Guide R&D teams & resolve technical
challenges
 Bachelor’s degree or above
 5+ years distributed architecture experience
 Proficient in technologies like SpringCloud,
Hadoop, Spark, Flink, Kafka
Testing Engineers ....  Conduct system, performance & automated
testing
 Test multimodal platforms & large models
 Manage bugs & ensure product quality
 Bachelor’s degree or above
 Experience in technologies like Python
testing, JMeter, Selenium
 Familiar with AI model testing frameworks
Maintenance Engineers .  Manage cloud services, servers & networks
 Maintain application stability
 Troubleshoot infrastructure issues
 Bachelor’s degree or above
 3+ years relevant experience
 Familiar with products, such as Kubernetes,
Alibaba Cloud, Tencent Cloud
We plan to allocate approximately 17.9% of the net proceeds, or HK$77.8 million, for
the procurement of critical technical services to enhance our large model R&D
capabilities and strengthen our AI infrastructure. Specifically, we intend to (i) spend
approximately HK$52.7 million on cloud server rentals from third-party suppliers to
support large model training, fine-tuning, and inference; (ii) invest approximately
HK$3.1 million in multimodal data collection and annotation services to improve the
accuracy and robustness of our models; (iii) allocate approximately HK$17.6 million
for joint research projects with academic institutions on emerging technologies such as
FUTURE PLANS AND USE OF PROCEEDS
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hallucination detection and multimodal model distillation; and (iv) spend approximately
HK$4.4 million on testing and certification of our platform products, such as national
filings for large model products and certifications conducted by the China Academy of
Information and Communications Technology.
We plan to allocate approximately 3.2% of the net proceeds, or HK$14.0 million, on
leasing R&D sites to support our large model development and AI infrastructure
upgrades. Specifically, we intend to lease two key R&D facilities: (i) the Large Model
Innovation Center in Jinan, for which we intend to spend approximately HK$1.0
million, HK$1.5 million, HK$2.0 million and HK$2.5 million each year from 2026 to
2029; and (ii) the Frontier Technology Center in Shenzhen, for which we intend to
spend approximately HK$1.0 million, HK$1.5 million, HK$2.0 million and HK$2.5
million each year from 2026 to 2029. The total amount from net proceeds are expected
to be approximately HK$2.0 million, HK$3.0 million, HK$4.0 million and HK$5.0
million in 2026, 2027, 2028 and 2029. These R&D facilities will provide dedicated
working spaces and technical infrastructure for our expanding R&D team, thereby
enhancing our research efficiency, supporting large model training, and strengthening
our overall innovation capabilities.
We plan to use approximately 3.3% of the net proceeds, or HK$14.1 million for the
procurement of specialized equipment. The following chart sets forth the detailed plan
regarding procurement of specialized equipment:
Equipment Functions, Specifications and Key Technologies Units Unit Price Total Price
Planned
Expenditure by Y ear
(HKD’000) (HKD’000) (HKD’000)
Large model intelligent
computing server .......
Designed for large model training and
efficient inference, requiring high
computational accuracy and strong continuous
computing power.
Key technologies include distributed parallel
training, high-speed interconnection, model
optimization, and inference acceleration.
Eight 1,208.1 9,664.6 2026: 2,416.1
2027: 2,416.1
2028: 2,416.1
2029: 2,416.1
Large model inference server .. Supports high-concurrency inference,
low-latency response, high availability, and
elastic scaling. Optimizes cost by dynamically
allocating computing resources.
Key technology: dynamic batch processing.
Eight 494.2 3,953.7 2026: 988.4
2027: 988.4
2028: 988.4
2029: 988.4
Office computers ........ Standard general-purpose office computers for
daily business operations.
46 11.0 505.2 2026: 142.8
2027: 120.8
2028: 120.8
2029: 120.8
(ii) approximately 20.0% of the net proceeds, or HK$86.9 million, will be used to
upgrade the AI-PaaS product, including (a) recruiting top-tier talent across
multiple disciplines, including AI product manager, system architect, software
FUTURE PLANS AND USE OF PROCEEDS
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development engineer, algorithm engineer, test engineer and DevOps engineer; (b)
procurement of critical technical services, such as cloud computing resources,
computer vision algorithm data services, as well as professional testing and
certification support; (c) leasing dedicated R&D sites; and (d) procurement of
specialized equipment, including high-performance computing servers for model
training and inference, along with edge boxes and advanced workstations.
We plan to allocate approximately 10.0% of the net proceeds, or HK$43.4
million, to recruit 38 top-tier talents for upgrading the AI-PaaS product. We
intend to spend HK$4.6 million, HK$8.6 million, HK$13.1 million, and HK$17.1
million in 2026, 2027, 2028, and 2029, respectively, to recruit ten, nine, ten and
nine top-tier talents for our AI-PaaS product in each of those years. These hires
will cover AI product, system architecture, algorithm, software development,
testing and system maintenance. The following chart sets forth the details of
roles, functions, relevant experience and qualifications in relation to our
recruitment plan:
Position Key Roles & Functions Key Experience & Qualifications
AI Product Manager ..  Analyze platform requirements and design
practicable products
 Manage project progress and coordinate
with technical teams
 Standardize AI platforms and explore new
scenarios
 Conduct product and competitive analysis
 ≥3 years as product manager, ≥2 years in
enterprise product planning
 Experience with platform-level products
preferred
Systems Architect ....  Design and optimize system architecture
 Develop and manage data warehouse
models
 Research cloud-native technologies and
improve container platform stability
 Bachelor’s or above, ≥5 years in distributed
system architecture
 Proficient in technologies like Java, JVM,
SpringCloud, SpringBoot
 Experienced in technologies like Hadoop,
Spark, Flink, Kafka, ES
 Familiar with ML modeling and deployment
Software Development
Engineer ........
 Develop vision algorithm inference
platforms and business systems
 Optimize system architecture and ensure
stability
 Conduct technical feasibility studies and
resolve technical challenges
 Bachelor’s or above, ≥3 years in J2EE
 Proficient in technologies like Java,
SpringBoot, SpringCloud, MyBatis
 Experienced in technologies like Docker,
K8s, MySQL tuning, NoSQL, MQ, TCP/IP
FUTURE PLANS AND USE OF PROCEEDS
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Position Key Roles & Functions Key Experience & Qualifications
Algorithm Engineer ...  Design and optimize vision algorithms
 Lead R&D and implementation of core CV
models
 Integrate technical solutions and accelerate
algorithm applications
 Master’s or above in CS, mathematics, or
related fields
 ≥2 years in CV algorithm development
 Proficient in Python, C/C++, image
classification, detection, segmentation
Testing Engineer .....  Conduct system, performance, and stability
testing
 Prepare test plans, cases, and reports
 Track, verify, and manage bugs
 Cooperate with dev teams to improve
quality and coverage
 Bachelor’s or above in CS, math, or related
fields
 ≥3 years in testing, familiar with software
lifecycle
 Skilled in technologies like Selenium,
JMeter, Docker, and DevOps
Maintenance Engineer .  Maintain private/public cloud services
 Manage network and server operations
 Monitor and troubleshoot application
systems
 Support remote or on-site service recovery
 Bachelor’s or above, ≥3 years in
maintenance
 Skilled in products like Kubernetes,
Ansible, SaltStack
 Proficient in TCP/IP, cloud platforms
(Tencent, Alibaba, Qingyun)
We plan to allocate approximately 5.6% of the net proceeds, or HK$24.3 million,
to procure critical technical services for upgrading the AI-PaaS product.
Specifically, we intend to spend (i) approximately HK$15.8 million on cloud
server rentals from independent third-party suppliers to provide the computing
power required for the platform; (ii) approximately HK$4.3 million on visual
algorithm data collection and annotation services to improve model performance
and enhance the capabilities of our AI-PaaS product; and (iii) approximately
HK$4.2 million on testing and certification expenses, including national filings
for large model products and certifications conducted by the China Academy of
Information and Communications Technology. These expenditures are necessary
and reasonable to ensure the continuous enhancement, compliance, and
competitiveness of our AI-PaaS product.
We plan to allocate approximately 2.5% of the net proceeds, or HK$11.0 million,
on leasing R&D sites to support the upgrading of our AI-PaaS product.
Specifically, we intend to lease two key facilities: (i) the R&D Delivery Center in
Qingdao, for which we intend to spend approximately HK$1.0 million, HK$1.0
million, HK$1.5 million and HK$1.7 million respectively from 2026 to 2029; and
(ii) the Product Testing Center in Zhuhai, for which we intend to spend
approximately HK$1.0 million, HK$1.3 million, HK$1.5 million and HK$1.7
million, respectively from 2026 to 2029. The total spending from the net proceeds
on leasing these R&D sites is expected to be approximately HK$2.0 million,
HK$2.6 million, HK$3.0 million and HK$3.4 million, respectively during the
FUTURE PLANS AND USE OF PROCEEDS
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period from 2026 to 2029. These facilities will provide dedicated spaces for R&D
delivery and product testing, which are essential to supporting the continuous
enhancement and upgrading of our AI-PaaS product.
We plan to allocate approximately 1.9% of the net proceeds, or HK$8.2 million,
to procure specialized equipment for upgrading the AI-PaaS product. The
following chart sets forth the detailed plan:
Equipment Functions & Key Technologies Units Unit Price Total Price
*Planned Expenditure
by Y ear
(HKD’000) (HKD’000) (HKD’000)
Training servers ....... Designed for large model training and
efficient inference, requiring high
computational accuracy and continuous
computing power.
Key technologies: distributed parallel training,
high-speed interconnection, model
optimization, inference acceleration.
6 549.1 3,294.7 2026: 1,098.2
2027: 1,098.2
2028: 1,098.2
2029: —
Inference servers ....... Support high-concurrency inference,
low-latency response, and elastic scaling.
Key technology: dynamic batch processing to
optimize computing resources and cost.
20 164.7 3,294.7 2026: 1,098.2
2027: 1,098.2
2028: 1,098.2
2029: —
Edge boxes .......... Enable real-time data collection, local
intelligent inference, and data preprocessing
with millisecond-level response.
Key technology: efficient and secure
intelligent processing under
resource-constrained environments.
110 11.0 1208.1 2026: 302.0
2027: 302.0
2028: 302.0
2029: 302.0
Office computers ....... Standard general-purpose office computers for
daily operations.
38 11.0 417.3 2026: 109.8
2027: 98.8
2028: 109.8
2029: 98.8
FUTURE PLANS AND USE OF PROCEEDS
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 approximately 30.0% of the net proceeds, or HK$130.3 million, is expected to be used to
improve our commercialization capabilities, including
(i) approximately 25.0% of the net proceeds, or HK$108.6 million, will be used to build a
diversified marketing network, including (a) recruiting domestic sales professionals,
such as domestic senior sales manager, domestic solutions architects and domestic
marketing operations manager; (b) investing in multi-channel marketing efforts, such as
online SEM, offline brand advertising, promotion through mainstream and vertical
industry media, participation in industry exhibitions and events, sponsorship of relevant
conferences, training and incentivizing industry partners, as well as establishing and
upgrading regional showrooms.
The detailed implementation plan, timeframe, and allocation of funds are as follows:
Recruitment of Domestic Sales and Marketing Professionals:
 Implementation plan: Recruit domestic sales managers, solution architects, and
market operations managers to establish a diversified marketing network across
key regions in China.
 Timeline: Recruitment will be progressively implemented from 2026 to 2029,
with the majority of hiring completed by end of 2028.
 Planned spending: Total remuneration expenditure from net proceeds would be
approximately HK$75.3 million, with an annual breakdown of HK$15.4 million
in 2026, HK$17.7 million in 2027, HK$20.0 million in 2028, and HK$22.3
million in 2029.
 Objective: Build an integrated domestic sales capability to accelerate customer
acquisition and improve solution delivery efficiency.
Domestic Multi-channel Marketing Investments:
 Implementation plan: Invest in online advertising, offline brand activities,
industry exhibitions, channel partner training, and showroom development to
expand brand presence and generate sales leads.
 Timeline: Continuous investment from 2026 to 2029, with major showroom
upgrades targeted for completion by 2028.
 Planned spending: Approximately HK$33.3 million in total from net proceeds
with an annual breakdown as HK$6.0 million in 2026, HK$6.0 million in 2027,
HK$9.3 million in 2028, and HK$12.0 million on 2029.
 Objective: Strengthen brand awareness and broaden customer coverage in
domestic markets.
FUTURE PLANS AND USE OF PROCEEDS
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(ii) approximately 5.0% of the net proceeds, or HK$21.7 million, will be used to
implement the global development strategy, including (a) recruiting overseas sales
professionals, such as overseas senior sales manager, overseas solutions architects and
overseas marketing operations manager; (b) investing in multi-channel marketing
efforts, such as online SEM on international platforms, participation in overseas
industry exhibitions and events, sponsorship of relevant overseas conferences, as well
as training and incentivizing overseas industry partners; and (c) establishing overseas
sales office.
The detailed implementation plan, timeframe, and allocation of funds are as follows:
Recruitment of Overseas Sales and Marketing Professionals:
 Implementation plan: Recruit overseas senior sales managers, solution architects,
and marketing managers to implement our global business development strategy
in Southeast Asia, Europe, and North America.
 Timeline: Progressive hiring from 2026 to 2029, with overseas sales team
formation materially completed by mid-2028.
 Planned spending: Total remuneration expenditure from net proceeds would be
approximately HK$14.1 million, with phased annual investments based on
geographic expansion milestones.
 Objective: Establish a dedicated overseas business development team to penetrate
new markets and strengthen global competitiveness.
Overseas Multi-channel Marketing Investments:
 Implementation plan: Expand online SEM advertising, sponsor overseas
exhibitions and conferences, and incentivize overseas channel partners to drive
international customer acquisition.
 Timeline: Focused investments in 2027 and 2028 to support the scaling of our
overseas sales network.
 Planned spending: Approximately HK$3.6 million in total from net proceeds,
including HK$0.9 million in 2026, HK$0.9 million in 2027, HK$0.9 million in
2028, and HK$0.9 million in 2029.
 Objective: Build brand recognition and develop sustainable customer pipelines in
overseas markets.
Establishment of Overseas Sales Offices:
 Implementation plan: Establish overseas sales offices in Hong Kong and Macau
to strengthen our regional presence and support global expansion.
 Timeline: Lease and operational setup will begin in 2026 and continue steadily
through 2029.
FUTURE PLANS AND USE OF PROCEEDS
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 Planned spending: A total of approximately HK$4.0 million from net proceeds
will be allocated, including HK$0.5 million each year from 2026 to 2029 for the
Hong Kong office and the same amount for the Macau office from 2026 to 2029.
 Objective: Use Hong Kong and Macau as strategic hubs for customer service,
business development, and local marketing activities in the Greater Bay Area and
neighboring regions.
In relation to our international presence, we plan to focus on promoting and selling our
standard AI computer vision solutions in overseas markets and further expand our
international presence by adopting differentiated strategies based on geographical
regions.
We place significant emphasis on intelligent transformation in Hong Kong and Macau,
where demand from traditional enterprises upgrading their operations is strong,
supported by substantial government subsidies. To capture these opportunities, we have
established subsidiaries in both regions and engaged with high-quality local customers.
We have also established academic collaborations with The Hong Kong Polytechnic
University. In Hong Kong, we have joined the Hong Kong Cyberport incubation
program and plan to further expand our business. In Macau, we intend to partner with
local system integrators to further expand our market presence.
For Asian markets, we plan to collaborate primarily with local IT providers between
2025 and 2027 to drive market expansion, as local AI companies remain scarce and
enterprise solutions typically rely on local integration and delivery capabilities. We
have already initiated partnerships with IT firms in Thailand and Malaysia to jointly
promote solutions in drone inspection, smart security and intelligent transportation.
Depending on market development, we may consider establishing physical offices in
other Asian countries after 2027.
For European and North American markets, demand for AI solutions remains strong,
but local competition is intensifying. We intend to prioritize technical and product
collaboration with partners who have strong local presence to deliver joint solutions.
These partners will take the lead in promoting and distributing these solutions across
Europe and North America.
 approximately 10.0% of the net proceeds, or HK$43.4 million, is expected to be used
for working capital and general corporate use.
To the extent that the net proceeds from the Global Offering are not immediately applied to the
above purposes or if we are unable to put into effect any part of our plan as intended, and to the extent
permitted by the relevant laws and regulations, we will only deposit those net proceeds into short-term
interest-bearing accounts at licensed commercial banks and/or other authorized financial institutions (as
defined under the SFO or applicable laws and regulations in other jurisdictions). In this event, we will
comply with the appropriate disclosure requirements under the Listing Rules.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
CLSA Limited
CMB International Capital Limited
ABCI Securities Company Limited
SDIC Securities (Hong Kong) Limited
Guosen Securities (HK) Brokerage Company, Limited
Livermore Holdings Limited
China Sunrise Securities (International) Limited
HONG KONG UNDERWRITING ARRANGEMENT
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, our Company is offering initially 624,000
Hong Kong Offer Shares (subject to adjustment) for subscription by the public in Hong Kong at the
Offer Price on and subject to the terms and conditions of this prospectus.
Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal in,
H Shares in issue and to be issued pursuant to the Global Offering as mentioned in this Prospectus and
(b) to certain other conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong
Underwriters have severally agreed to subscribe or procure subscriptions for their respective applicable
proportions of the Hong Kong Offer Shares now being offered but 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 and subject to the International
Underwriting Agreement having been signed and becoming unconditional and not having been
terminated in accordance with its terms.
Grounds for Termination
The Sole Sponsor and the Overall Coordinator (for itself and on behalf of the Hong Kong
Underwriters) shall be entitled by notice (in writing) to our Company to terminate the Hong Kong
Underwriting Agreement with immediate effect if prior to 8:00 a.m. on the day that trading in our H
Shares commences on the Stock Exchange:
(a) there develops, occurs, exists or comes into force:
(i) any new law or regulation or any change or development involving a prospective
change or any event or series of events or circumstances likely to result in a change or
a development involving a prospective change in existing laws or regulations, or the
interpretation or application thereof by any court or any competent authority in or
affecting Hong Kong the PRC, the United States, the United Kingdom, the European
UNDERWRITING
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--- page 274 ---
Union (or any member thereof), Japan, Singapore or other jurisdictions relevant to the
Group or the Global Offering (each a “ Relevant Jurisdiction ” and collectively, the
“Relevant Jurisdictions ”); or
(ii) any change or development involving a prospective change, or any event or series of
events or circumstances likely to result in a change or prospective change, in any local,
national, regional or international financial, political, military, industrial, economic,
fiscal, legal, regulatory, currency, credit or market conditions or sentiments, taxation,
equity securities or currency exchange rate or controls or any monetary or trading
settlement system, or foreign investment regulations (including, without limitation, a
devaluation of the Hong Kong dollar, United States dollar or Renminbi against any
foreign currencies, a change in the system under which the value of the Hong Kong
dollar is linked to that of the United States dollar or the Renminbi is linked to any
foreign currency or currencies) or other financial markets (including, without
limitation, conditions and sentiments in stock and bond markets, money and foreign
exchange markets, the inter-bank markets and credit markets) in or affecting any
Relevant Jurisdictions, or affecting an investment in the Offer Shares; or
(iii) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of government, declaration of a regional,
national or international emergency or war, calamity, crisis, economic sanctions,
strikes, labor disputes, other industrial actions, lock-outs, fire, explosion, flooding,
tsunami, earthquake, volcanic eruption, civil commotion, riots, rebellion, public
disorder, paralysis in government operations, acts of war, epidemic, pandemic, outbreak
or escalation, mutation or aggravation of diseases, accident or interruption or delay in
transportation, local, national, regional or international outbreak or escalation of
hostilities (whether or not war is or has been declared), act of God or act of terrorism
(whether or not responsibility has been claimed)) in or affecting any of the Relevant
Jurisdictions; or
(iv) the imposition or declaration of any moratorium, suspension or limitation (including
without limitation, any imposition of or requirement for any minimum or maximum
price limit or price range) on (i) the trading in shares or securities generally on the
Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the
Tokyo Stock Exchange, the Singapore Stock Exchange, the New York Stock Exchange,
the NASDAQ Global Market or the London Stock Exchange; or (ii) the trading in any
securities of the Company listed or quoted on a stock exchange or an over-the-counter
market; or
(v) the imposition or declaration of any general moratorium on banking activities in or
affecting any of the Relevant Jurisdictions or any disruption in commercial banking or
foreign exchange trading or securities settlement or clearing services, procedures or
matters in or affecting any of the Relevant Jurisdictions; or
(vi) other than with the prior written consent of the Overall Coordinator, 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
UNDERWRITING
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--- page 275 ---
(vii) the commencement by any Authority or other regulatory or political body or
organization of any public action or investigation against a company of the Group or a
director or a senior management member of any company of the Group or announcing
an intention to take any such action; or
(viii) the imposition of sanctions or export controls in whatever form, directly or indirectly,
on any company of the Group or any of the Warranting Shareholders (as defined in the
Hong Kong Underwriting Agreement) 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
(ix) any valid demand by creditors for payment or repayment of indebtedness of any
member of the Group or in respect of which any member of the Group is liable prior to
its stated maturity; or
(x) any non-compliance of 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 (as defined in the Hong Kong Underwriting
Agreement) or any aspect of the Global Offering with the Listing Rules or any other
applicable Laws; or
(xi) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any member
of the Group or any of the Warranting Shareholders or any Director or senior
management members as named in this Prospectus; or
(xii) any contravention by any Group Company or any Director or any member of the senior
management of the Company of the Listing Rules or applicable laws; or
(xiii) any change or prospective change, or a materialization of, any of the risks set out in
the section headed “Risk Factors” in this Prospectus,
which, in any such case individually or in the aggregate, in the sole and absolute opinion of
the Sole Sponsor and the Overall Coordinator (for itself and on behalf of the Hong Kong
Underwriters): (1) has or will or may have a material adverse effect, whether directly or
indirectly, on the assets, liabilities, business, general affairs, management, prospects,
shareholders’ equity, profits, losses, results of operations, position or condition, financial or
otherwise, or performance of the Company or the Group as a whole; or (2) has or will or
may have a material adverse effect on the success of the Global Offering or the level of
applications under the Hong Kong Public Offering or the level of indications of interest
under the International Offering; or (3) makes or will make or may make it impracticable,
inadvisable, inexpedient or incapable for any material part of the Hong Kong Underwriting
Agreement, the Hong Kong Public Offering or the Global Offering to be performed or
implemented as envisaged, or for the Hong Kong Public Offering and/or the Global Offering
to proceed, or to market the Global Offering or the delivery or distribution of the Offer
Shares on the terms and in the manner contemplated by the Offering Documents; or (4) 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
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(b) there has come to the notice of the Sole Sponsor and the Overall Coordinator (for itself and
on behalf of the Hong Kong Underwriters):
(i) any statement contained in any of the Offering Documents (as defined in the Hong
Kong Underwriting Agreement), the CSRC Filings (as defined in the Hong Kong
Underwriting Agreement) and/or any notices, announcements, advertisements,
communications or other documents issued or used by, for or on behalf of the
Company in connection with the Hong Kong Public Offering (including any
supplement or amendment thereto) (the “ Global Offering Documents ”) was, when it
was issued, or has become untrue, incorrect, inaccurate in any material respect or
misleading; or that any estimate, forecast, expression of opinion, intention or
expectation contained in any such documents, was, when it was issued, or has become
unfair or misleading in any respect or based on untrue, dishonest or unreasonable
assumptions or given in bad faith; or
(ii) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this Prospectus, constitute a material
omission or misstatement in any Global Offering Document; or
(iii) any breach of, or any event or circumstance rendering untrue or incorrect or misleading
in any respect, any of the representations, warranties and undertakings given by the
Company or the other Warrantors (as defined in the Hong Kong Underwriting
Agreement) in the Hong Kong Underwriting Agreement or the International
Underwriting Agreement; or
(iv) any event, act or omission which gives rise or is likely to give rise to any liability of
any of the Indemnifying Parties (as defined in the Hong Kong Underwriting
Agreement) pursuant to the indemnities in the Hong Kong Underwriting Agreement; or
(v) any breach of any of the obligations or undertakings imposed upon the Company, any
of the other Warrantors under the Hong Kong Underwriting Agreement or the
International Underwriting Agreement; or
(vi) there is any change or development involving a prospective change, constituting or
having a material adverse effect; or
(vii) the Chairman of the Board, any Director or any member of senior management of the
Company named in this Prospectus seeks to retire, or is removed from office or
vacating his/her office; or
(viii) any Director or any member of 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
(ix) 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
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(x) that the approval by the Listing Committee of the listing of, and permission to deal in,
the Shares to be converted into and to be issued pursuant to the Global Offering is
refused or not granted, other than subject to customary conditions, on or before the
Listing Date, or if granted, the approval is subsequently withdrawn, cancelled,
qualified (other than by customary conditions), revoked or withheld; or
(xi) any person has withdrawn its consent to the issue of this Prospectus with the inclusion
of its reports, letters and/or legal opinions (as the case may be) and references to its
name included in the form and context in which it respectively appears; or
(xii) any prohibition on 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
(xiii) any person has withdrawn or sought to withdraw its consent to being named in any of
the Offering Documents or to the issue of any of the Offering Documents; or
(xiv) an order or petition is presented for the winding-up or liquidation of 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
(xv) (i) 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 (ii) other than with the prior written consent of the Overall
Coordinator, 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 (iii) any non-compliance of the CSRC Filings with the
CSRC Rules or any other applicable Laws; or
(xvi) that a material portion of the orders placed or confirmed in the bookbuilding process or
any investment commitment made by any cornerstone investors under the Cornerstone
Investment Agreements signed with such cornerstone investors, have been withdrawn,
terminated or cancelled, as a result the payment of the relevant investment amount not
being received or settled in the stipulated time and manner or otherwise,
then, in each case, the Sole Sponsor and the Overall Coordinator (for itself 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 our Company
Pursuant to Rule 10.08 of the Listing Rules, we have undertaken to the Stock Exchange that no
further Shares or securities convertible into equity securities of our Company (including warrants or
other convertible securities) (whether or not of a class already listed) may be issued or sold or
transferred out of treasury or form the subject of any agreement to such an issue, or sale or transfer out
of treasury by our Company within six months from the Listing Date (whether or not such issue of
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Shares or securities of our Company, or sale or transfer of shares out of treasury will be completed
within six months from the Listing Date), except under any of the circumstances provided under Rule
10.08 of the Listing Rules.
Undertakings by our Key Persons
Pursuant to Rule 18C.14(1) of the Listing Rules, the key persons of our Company (the “ Key
Persons ”), comprising Mr. Chan, Ms. Luo, Mr. Chen Shuo, Mr. Xu Lei, Ms. Liu Ruoshui, Hengqin Jili
and Hengqin Jichuang, have undertaken to each of the Stock Exchange and our Company that, each of
them will not, and will procure that the relevant registered holder(s) will not in the period commencing
on the date by reference to which disclosure of their shareholdings in our Company is made in this
Prospectus and ending on the date which is 12 months from the Listing Date (or such earlier date as
provided under Note 2 of Rule 18C.23 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 H Shares
in respect of which any of them is shown in this Prospectus to be the beneficial owners; provided that
the above restriction shall not prevent them from (i) using such securities of our Company beneficially
owned by them as security (including a charge or a 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, or (ii) disposing any interest in such securities of our Company in the circumstances provided
under Rule 18C.15 of the Listing Rules.
In accordance with Note 2 to Rule 18C.14 of the Listing Rules, our Key Persons have undertaken
to the Stock Exchange and our Company that, within the period commencing on the date of this
prospectus and ending on the date which is 12 months from the Listing Date (or such earlier date as
provided under Note 2 of Rule 18C.23 of the Listing Rules), they will: (i) when they pledge or charge
any H Shares in respect of which they are shown in this Prospectus to be the beneficial owners in favor
of an authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong
Kong)), immediately inform our Company of such pledge or charge together with the number of H
Shares so pledged or charged; and (ii) when they receive indications, either verbal or written, from the
pledgee or chargee that any of the pledged or charged H Shares so pledged or charged under paragraph
(i) above will be disposed of, immediately inform our Company of such indications.
Undertakings by our Pathfinder SIIs
Pursuant to Rule 18C.14(2) of the Listing Rules, our Pathfinder SIIs have undertaken to the Stock
Exchange and our Company that, except as permitted under the Listing Rules, they will not, and will
procure that the relevant registered holder(s) will not in the period commencing on the date by
reference to which disclosure of their respective shareholdings in our Company is made in this
Prospectus and ending on the date which is six months from the Listing Date (or such earlier date as
provided under Note 2 of Rule 18C.23 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 H Shares
in respect of which our Pathfinder SIIs are shown in this Prospectus to be the beneficial owners;
provided that the above restriction shall not prevent them from (i) using such securities of our Company
beneficially owned by them as security (including a charge or a 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, or (ii) disposing any interest in such securities of our Company in the
circumstances provided under Rule 18C.15 of the Listing Rules.
In accordance with Note 2 to Rule 18C.14 of the Listing Rules, our Pathfinder SIIs have
undertaken to the Stock Exchange and our Company that, within the period commencing on the date of
this Prospectus and ending on the date which is six months from the Listing Date (or such earlier date
as provided under Note 2 of Rule 18C.23 of the Listing Rules), they will: (i) when they pledge or
charge any H Shares in respect of which they are shown in this Prospectus to be the beneficial owners
UNDERWRITING
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in favor of an authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of
Hong Kong)), immediately inform our Company of such pledge or charge together with the number of
H Shares so pledged or charged; and (ii) when they receive indications, either verbal or written, from
the pledgee or chargee that any of the pledged or charged H Shares so pledged or charged under
paragraph (i) above will be disposed of, immediately inform our Company of such indications.
We will also inform the Stock Exchange as soon as we have been informed of the above matters
(if any) by our Key Persons and our Pathfinder SIIs and disclose such matters by way of an
announcement in accordance with Rule 2.07C of the Listing Rules as soon as possible.
UNDERTAKINGS PURSUANT TO THE HONG KONG UNDERWRITING AGREEMENT
Undertaking by our Company
Except for the offer and sale of the Offer Shares pursuant to the Global Offering and otherwise
pursuant to the Listing Rules, 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 ”), our Company hereby undertakes to each of the Sole Sponsor, the
Overall Coordinator, the Sole Global Coordinator, 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 Sole Sponsor and the Sponsor-Overall Coordinator (for itself and on behalf of the Hong
Kong Underwriters) and unless in compliance with the requirements of the Listing Rules:
(a) offer, allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree
to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option,
warrant, contract or right to subscribe for or purchase, grant or purchase any option, warrant,
contract or right to allot, issue or sell, or otherwise transfer or dispose of or create an
Encumbrance (as defined in the Hong Kong Underwriting Agreement) over, or agree to
transfer or dispose of or create an Encumbrance over, either directly or indirectly,
conditionally or unconditionally, any Shares or other equity securities of our Company, or
any interest in any of the foregoing (including any securities convertible into or
exchangeable or exercisable for or that represent the right to receive, or any warrants or
other rights to purchase, any Shares), or deposit any Shares or other equity securities of our
Company with a depositary in connection with the issue of depositary receipts; or
(b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of any Shares or other equity securities of our
Company, or any interest in any of the foregoing (including any securities convertible into or
exchangeable or exercisable for or that represent the right to receive, or any warrants or
other rights to purchase any Shares); or
(c) enter into any transaction with the same economic effect as any transaction specified in (a)
or (b) above; or
(d) offer to or agree to or announce any intention to effect any transaction specified in (a), (b)
or (c) above,
in each case, whether any of the transactions specified in paragraphs (a), (b) or (c) above is to be
settled by delivery of H Shares or other securities of our Company, or in cash or otherwise (whether or
not the issue of such H Shares or other shares or securities will be completed within the First
Six-Month Period).
UNDERWRITING
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In the event that, during the period of six months commencing on the date on which the First
Six-Month Period expires (the “ Second Six-Month Period ”), our Company enters into any of the
transactions specified in paragraphs (a), (b) or (c) above or offers to or agrees to or announces any
intention to effect any such transaction, our Company shall take all reasonable steps to ensure that it
will not create a disorderly or false market in H Shares or any other securities of our Company. Our
Single Largest Group of Shareholders undertake to each of the Sole Sponsor, the Sponsor-Overall
Coordinator, the Overall Coordinator, the Sole Global Coordinator, the Joint Lead Managers, the Joint
Bookrunners, the Capital Market Intermediaries and the Hong Kong Underwriters to procure our
Company to comply with the undertakings herein.
Undertaking by our Single Largest Group of Shareholders
Our Single Largest Group of Shareholders hereby undertake to each of the Sole Sponsor, the
Overall Coordinator, the Sole Global Coordinator, 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 Sole Sponsor and the Sponsor-Overall Coordinator (for itself and on behalf of the Hong
Kong Underwriters) and unless in compliance with the requirements of the Listing Rules, at any time
during the period commencing on the date of the Hong Kong Underwriting Agreement and ending on,
and including, the date that is 12 months after the Listing Date (the “ 12-Month Period ”), that he/it will
not, and will procure that the relevant registered holder(s), any nominee or trustee holding on trust for
him/it and the companies controlled by him/it will not:
(a) sell, offer to sell, contract or agree to sell, mortgage, charge, pledge, hypothecate, lend, grant
or sell any option, warrant, contract or right to purchase, grant or purchase any option,
warrant, contract or right to sell or otherwise transfer or dispose of or create an
Encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares
or other securities of our Company or any interest therein (including, but not limited to, any
securities that are convertible into or exchangeable or exercisable for, or that represent the
right to receive, or any warrants or other rights to purchase, any Shares or other equity
securities of our Company) beneficially owned by him or it as of the Listing Date (the
“Single Largest Group of Shareholders Locked-up Securities ”) or deposit any Shares or
other equity securities of our Company with a depositary in connection with the issue of
depositary receipts;
(b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of any Single Largest Group of Shareholders
Locked-up Securities;
(c) enter into any transaction with the same economic effect as any transaction specified in (a)
or (b) above; or
(d) offer to or agree to or announce or publicly disclose any intention to effect any transaction
described in (a), (b) or (c) above,
in each case, whether any of the transactions specified in paragraphs (a), (b) or (c) above is to be
settled by delivery of Shares or other equity securities of our Company, in cash or otherwise (whether
or not the issue of such Shares or other equity securities will be completed within the 12-Month
Period).
Until the expiry of the 12-Month Period, in the event that our Single Largest Group of
Shareholders or the relevant registered holder(s) enters into any such transactions specified in
paragraphs (a), (b) or (c) above or offers to or agrees to or contracts to, or publicly announces an
intention to enter into any such transactions, they will take all reasonable steps to ensure that they will
UNDERWRITING
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not create a disorderly or false market in the securities of our Company; provided that this undertaking
(i) does not apply to additional securities of our Company acquired by our Single Largest Group of
Shareholders after the Listing; (ii) does not prevent our Single Largest Group of Shareholders from
disposing of any interest of the Single Largest Group of Shareholders Locked-up Securities in the
circumstances provided under Rule 18C.15 of the Listing Rules; and (iii) does not prevent our Single
Largest Group of Shareholders from using securities of the Single Largest Group of Shareholders
Locked-up Securities as a security (including a charge or a pledge (in favour of an authorised
institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona
fide commercial loan. At any time after the date of the Hong Kong Underwriting Agreement up to and
including the date falling 12 months after the Listing Date, our Single Largest Group of Shareholders
will and will procure that the relevant registered holder(s) will (a) if and when they or it pledges or
charges any Single Largest Group of Shareholders Locked-up Securities, immediately inform our
Company, the Sole Sponsor and the Sponsor-Overall Coordinator in writing of such pledge or charge
together with the number of Single Largest Group of Shareholders Locked-up Securities so pledged or
charged; and (b) if and when our Single Largest Group of Shareholders or the relevant registered
holder(s) receive indications, either verbal or written, from any pledgee or chargee that any of the
pledged or charged Single Largest Group of Shareholders Locked-up Securities will be disposed of,
immediately inform our Company, the Sole Sponsor and the Sponsor-Overall Coordinator in writing of
such indications.
Our Company hereby undertakes to the Overall Coordinator, the Sole Sponsor and the Hong Kong
Underwriters that upon receiving such information in writing from our Single Largest Group of
Shareholders, it will, as soon as practicable and if required pursuant to the Listing Rules, notify the
Stock Exchange and make a public disclosure in relation to such information by way of an
announcement.
INTERNATIONAL OFFERING
International Underwriting Agreement
In connection with the International Offering, it is expected that we will enter into the
International Underwriting Agreement with, among others, the Overall Coordinator and the
International Underwriters. Under the International Underwriting Agreement, the International
Underwriters, subject to certain conditions set out therein, will agree severally to purchase, or procure
subscribers or purchasers for, the International Offer Shares being offered pursuant to the International
Offering. Please refer to the paragraph headed “Structure of the Global Offering — The International
Offering” in this Prospectus.
COMMISSIONS AND EXPENSES
Our Company will pay an underwriting commission of 3.0% of the aggregate Offer Price of all
the Offer Shares (the “ Fixed Fees ”). Our Company may, at our sole discretion, pay an incentive fee of
up to 1.0% of the Offer Price in respect of all the Offer Shares (the “ Discretionary Fees ”). The ratio of
Fixed Fees and Discretionary Fees payable is therefore 75%:25% (on the basis that the Discretionary
Fees will be fully paid). For unsubscribed Hong Kong Offer Shares reallocated to the International
Offering, we will pay an underwriting commission at the rate applicable to the International Offering
and such commission will be paid to the relevant International Underwriters and not the Hong Kong
Underwriters.
The aggregate commissions and fees, together with the listing fees, SFC transaction levy, the
Stock Exchange trading fee and AFRC transaction levy, legal and other professional fees, printing and
other expenses payable by us relating to the Global Offering are estimated to amount to approximately
HK$64.8 million in total (based on the Offer Price of HK$40.0 per Offer Share).
UNDERWRITING
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SOLE SPONSOR’S INDEPENDENCE
The Sole Sponsor satisfies the independence criteria set out in Rule 3A.07 of the Listing Rules.
ACTIVITIES BY SYNDICATE MEMBERS
The Hong Kong Underwriters and the International Underwriters (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 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 our
Company and/or persons and entities with relationships with our Company and may also include swaps
and other financial instruments entered into for hedging purposes in connection with our Group’s loans
and other debt.
In relation to H Shares, the activities of the Syndicate Members and their affiliates could include
acting as agent for buyers and sellers of H Shares, entering into transactions with those buyers and
sellers in a principal capacity, including as a lender to initial purchasers of H Shares (which financing
may be secured by H Shares) in the Global Offering, proprietary trading in 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 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 H Shares, which may have a
negative impact on the trading price of 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 H Shares, in baskets of securities or indices including H Shares, in units of funds that
may purchase H Shares, or in derivatives related to any of the foregoing.
In relation to issues by Syndicate Members or their affiliates of any listed securities having H
Shares as their underlying securities, whether on the Stock Exchange or on any other stock exchange,
the relevant rules of the 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 H Shares in most cases.
All such activities may affect the market price or value of H Shares, the liquidity or trading
volume in H Shares and the volatility of the price of H Shares, and the extent to which this occurs from
day to day cannot be estimated.
UNDERWRITING
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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 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 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, derivative and other services to our Company
and its affiliates for which such Syndicate Members or their respective affiliates have received or will
receive customary fees and commissions.
No stabilizing manager will be appointed, and it is anticipated that no stabilization activities will
be carried out in relation to 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. CLSA Limited is the Overall Coordinator of the Global Offering.
The listing of the H Shares on the Stock Exchange is sponsored by the Sole Sponsor. The Sole
Sponsor has made an application on behalf of our Company to the Stock Exchange for the listing of,
and permission to deal in, the H Shares in issue and to be issued as mentioned in this Prospectus.
The Global Offering consists of (subject to reallocation):
(i) the Hong Kong Public Offering of 624,000 H Shares (subject to reallocation as mentioned
below) in Hong Kong as described in the paragraph headed “The Hong Kong Public
Offering” in this section; and
(ii) the International Offering of an aggregate of 11,856,000 H Shares (subject to reallocation as
mentioned below) outside the United States in offshore transactions in reliance on
Regulation S.
The Offer Shares will represent approximately 11.1% of the total issued share capital of our
Company immediately after completion of the Global Offering.
Investors may either:
(i) apply for Hong Kong Offer Shares under the Hong Kong Public Offering; or
(ii) apply for or indicate an interest, if qualified to do so, for International Offer Shares under
the International Offering,
but may not do both.
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to
institutional and professional investors in Hong Kong. The International Offering will involve selective
marketing of the International Offer Shares to institutional and professional investors and other
investors expected to have a sizable demand for the International Offer Shares in Hong Kong and other
jurisdictions outside the United States in offshore transactions in reliance on Regulation S. The
International Underwriters are soliciting from prospective investors’ indications of interest in acquiring
the International Offer Shares. Prospective investors will be required to specify the number of
International Offer Shares under the International Offering they would be prepared to acquire either at
different prices or at a particular price.
The number of Hong Kong Offer Shares and International Offer Shares to be offered under the
Hong Kong Public Offering and the International Offering respectively may be subject to reallocation
as described in the paragraph headed “The Hong Kong Public Offering — Reallocation” in this section.
THE HONG KONG PUBLIC OFFERING
Number of H Shares Initially Offered
Subject to reallocation as mentioned below, our Company is initially offering 624,000 H Shares at
the Offer Price under the Hong Kong Public Offering for subscription by the public in Hong Kong,
representing 5.0% of the 12,480,000 H Shares initially available under the Global Offering. Subject to
STRUCTURE OF THE GLOBAL OFFERING
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reallocation as mentioned below, the number of H Shares initially offered under the Hong Kong Public
Offering will represent approximately 0.6% of our total issued share capital immediately after
completion of the Global Offering.
In Hong Kong, individual retail investors are expected to apply for the Hong Kong Offer Shares
through the Hong Kong Public Offering and individual retail investors, including individual investors in
Hong Kong applying through banks and other institutions, seeking International Offer Shares will not
be allotted International Offer Shares in the International Offering.
The Overall Coordinator (for itself and on behalf of the Underwriters) and the Sole Sponsor may
require any investor who has been offered H Shares under the International Offering, and who has made
an application under the Hong Kong Public Offering to provide sufficient information to the Overall
Coordinator and the Sole Sponsor so as to allow them to identify the relevant applications under the
Hong Kong Public Offering and to ensure that it is excluded from any application for the Hong Kong
Offer Shares.
Completion of the Hong Kong Public Offering is subject to the conditions set out in the paragraph
headed “Conditions of the Global Offering” in this section.
Allocation
For allocation purposes only, the 624,000 H Shares initially being offered for subscription under
the Hong Kong Public Offering (after taking into account any reallocation in the number of Offer
Shares allocated between the Hong Kong Public Offering and the International Offering) will be
divided equally (with any odd lots being allocated to pool A) into two pools: Pool A and Pool B, both
of which are available on an equitable basis to successful applicants. All valid applications that have
been received for the Hong Kong Offer Shares with an aggregate subscription price (excluding
brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy) of HK$5
million or below will fall into Pool A and all valid applications that have been received for the Hong
Kong Offer Shares with an aggregate subscription price (excluding brokerage, SFC transaction levy,
Stock Exchange trading fee and AFRC transaction levy) of over HK$5 million and up to the total value
of Pool B, will fall into Pool B.
Applicants should be aware that applications in Pool A and Pool B are likely to receive different
allocation ratios. If the Hong Kong Offer Shares in one pool (but not both pools) are under-subscribed,
the surplus Hong Kong Offer Shares will be transferred to the other pool to satisfy demand in that other
pool and be allocated accordingly. Applicants can only receive an allocation of Hong Kong Offer
Shares from either Pool A or Pool B but not from both pools and only apply for Hong Kong Offer
Shares in either Pool A or Pool B. When there is over-subscription, allocation of Hong Kong Offer
Shares to investors under the Hong Kong Public Offering, both in relation to Pool A and Pool B, will
be based on the level of valid applications received under the Hong Kong Public Offering. The basis of
allocation in each pool may vary, depending on the number of Hong Kong Offer Shares validly applied
for by each applicant. The allocation of Hong Kong Offer Shares could, where appropriate, consist of
balloting, which would mean that some applicants may receive a higher allocation than others who have
applied for the same number of Hong Kong Offer Shares and those applicants who are not successful in
the ballot may not receive any Hong Kong Offer Shares.
Reallocation
The allocation of Offer Shares between the Hong Kong Public Offering and the International
Offering is subject to reallocation under the Listing Rules. Paragraph 4.2 of Practice Note 18 of the
Listing Rules (as modified by Rule 18C.09 of the Listing Rules) requires a clawback mechanism to be
put in place, which would have the effect of increasing the number of Hong Kong Offer Shares to a
STRUCTURE OF THE GLOBAL OFFERING
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certain percentages of the total number of Offer Shares to be offered under the Global Offering if
certain prescribed total demand levels under the Hong Kong Public Offering are reached. 624,000 Offer
Shares are initially available in the Hong Kong Public Offering, representing 5% of the Offer Shares
initially available for subscription under the Global Offering; and in the event of full subscription or
oversubscription of the International Offer Shares, the Overall Coordinator shall apply a clawback
mechanism following the closing of the application lists on the following basis, subject to the allocation
basis as stated in Chapter 4.14 of the Guide for New Listing Applicants:
(a) If the Hong Kong Public Offering is not fully subscribed for, the Overall Coordinator has the
authority to reallocate all or any unsubscribed Hong Kong Offer Shares to the International
Offering, in such proportions as the Overall Coordinator deems appropriate, and the
Allocation Cap as defined in and stated under Chapter 4.14 of the Guide for New Listing
Applicants will not be triggered;
(b) If the number of Offer Shares validly applied for under the Hong Kong Public Offering
represents 10 times or more but less than 50 times of the number of the Offer Shares
initially available for subscription under the Hong Kong Public Offering, then Offer Shares
will be reallocated to the Hong Kong Public Offering from the International Offering, so that
the total number of Offer Shares available under the Hong Kong Public Offering will be
1,248,000 Offer Shares, representing 10% of the Offer Shares initially available under the
Global Offering; and
(c) If the number of Offer Shares validly applied for under the Hong Kong Public Offering
represents 50 times or more of the number of the Offer Shares initially available for
subscription under the Hong Kong Public Offering, then Offer Shares will be reallocated to
the Hong Kong Public Offering from the International Offering, so that the total number of
Offer Shares available under the Hong Kong Public Offering will be 2,496,000 Offer Shares,
representing 20% of the Offer Shares initially available under the Global Offering.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering will be
allocated between pool A and pool B and the number of Offer Shares allocated to the International
Offering will be correspondingly reduced in such manner as the Overall Coordinator deems appropriate.
The Offer Shares to be offered in the Hong Kong Public Offering and the International Offering
may be reallocated as between these offerings at the discretion of the Overall Coordinator (for itself
and on behalf of the Underwriters) in accordance with Chapter 4.14 of the Guide for New Listing
Applicants published by the Stock Exchange and paragraph 4.2 of Practice Note 18 of the Listing
Rules. Subject to the foregoing paragraph, the Overall Coordinator may in their discretion reallocate
Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid
applications under the Hong Kong Public Offering.
In accordance with Chapter 4.14 of the Guide for New Listing Applicants, if (i) the International
Offering is not fully subscribed and the Hong Kong Public Offering is fully subscribed or
oversubscribed irrespective of the number of times; or (ii) the International Offering is fully subscribed
or oversubscribed and the Hong Kong Public Offering is fully subscribed or oversubscribed with the
number of Offer Shares validly applied for in the Hong Kong Public Offering representing less than 10
times of the number of Shares initially available for subscription under the Hong Kong Public Offering,
the Overall Coordinator has the authority to reallocate International Offer Shares originally included in
the International Offering to the Hong Kong Public Offering in such number as they deem appropriate,
provided that the total number of Offer Shares available under the Hong Kong Public Offering
following such reallocation shall be not more than 1,248,000 Offer Shares (representing double of the
total number of Offer Shares initially available under the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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Details of any reallocation of Offer Shares between the Hong Kong Public Offering and the
International Offering will be disclosed in the results announcement of the Global Offering expected to
be published on Friday, March 27, 2026.
Where the International Offer Shares are undersubscribed, if the Hong Kong Offer Shares are also
undersubscribed, the Global Offering will not proceed unless the Underwriters would subscribe or
procure subscribers for their respective applicable proportions of the Offer Shares being offered which
are not taken up under the Global Offering on the terms and conditions of this prospectus and the
Underwriting Agreements.
Applications
Each applicant under the Hong Kong Public Offering will also be required to give an undertaking
and confirmation in the application submitted by him or her that he or she and any person(s) for whose
benefit he or she is making the application have not applied for or taken up, or indicated an interest for,
and will not apply for or take up, or indicate an interest for, any Offer Shares under the International
Offering, and such applicant’s application under the International Offering will be rejected if the said
undertaking and/or confirmation is breached and/or untrue (as the case may be).
Multiple or suspected multiple applications and any application for more than 312,000 Hong Kong
Offer Shares (representing 50% of the 624,000 H Shares initially comprised in the Hong Kong Public
Offering) will be rejected.
Applicants under the Hong Kong Public Offering may be required to pay, on application (subject
to application channels), the Offer Price of HK$40.0 per Offer Share in addition to any brokerage, SFC
transaction levy, Stock Exchange trading fee and AFRC transaction levy payable on each Offer Share.
Further details are set out in the section headed “How to Apply for Hong Kong Offer Shares” in this
Prospectus.
References in this Prospectus to applications, application monies or the procedure for application
relate solely to the Hong Kong Public Offering.
THE INTERNATIONAL OFFERING
Number of International Offer Shares Offered
The number of International Offer Shares to be initially offered by us for subscription under the
International Offering will consist of an initial offering of 11,856,000 Offer Shares, representing 95.0%
of the Offer Shares under the Global Offering. Subject to any reallocation of Offer Shares between the
International Offering and the Hong Kong Public Offering, the International Offer Shares will represent
approximately 10.5% of our total issued share capital immediately after completion of the Global
Offering.
Allocation
Pursuant to the International Offering, the International Underwriters will conditionally place the
International Offer Shares with institutional and professional investors and other investors expected to
have a sizable demand for H Shares in Hong Kong and other jurisdictions outside the United States in
reliance on Regulation S. The International Offering is subject to the Hong Kong Public Offering being
unconditional.
STRUCTURE OF THE GLOBAL OFFERING
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Allocation of the International Offer Shares pursuant to the International Offering will be
determined by the Overall Coordinator and will be based on a number of factors including the level and
timing of demand, total size of the relevant investor’s invested assets or equity assets in the relevant
sector and whether or not it is expected that the relevant investor is likely to buy further, and/or hold or
sell Offer Shares after the Listing. Such allocation may be made to professional, institutional and
corporate investors and is intended to result in a distribution of our Offer Shares on a basis which
would lead to the establishment of a solid shareholder base to the benefit of our Company and our
Shareholders as a whole.
The Overall Coordinator (on behalf of the Underwriters) may require any investor who has been
offered Offer Shares under the International Offering and who has made an application under the Hong
Kong Public Offering to provide sufficient information to the Overall Coordinator so as to allow they to
identify the relevant applications under the Hong Kong Public Offering and to ensure that they are
excluded from any allocation of Offer Shares under the International Offering.
Reallocation
The total number of International Offer Shares to be transferred pursuant to the International
Offering may change as a result of the clawback arrangement described in the paragraph headed “—
The Hong Kong Public Offering — Reallocation” in this section and/or reallocation of all or any
unsubscribed Hong Kong Offer Shares to the International Offering.
PRICING OF THE GLOBAL OFFERING
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 H 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 Offer Price will be HK$40.0 per Offer Share unless otherwise announced.
The Overall Coordinator (for itself and on behalf of the Underwriters) may, where they deem
appropriate, based on the level of interest expressed by prospective investors during the book-building
process in respect of the International Offering, and with the consent of the Company, reduce the
number of Offer Shares offered under the Global Offering and/or the Offer Price as 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, we 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.extremevision.com.cn
and www.hkexnews.hk , respectively,
an announcement, cancel the Global Offering and relaunch the Global Offering at the revised number of
Offer Shares and/or the revised Offer Price and the requirements under Rule 11.13 of the Listing Rules
(which include the issue of a supplemental prospectus or a new prospectus (as appropriate)). Upon issue
of such announcement or supplemental prospectus (as appropriate), the number of Offer Shares offered
in the Global Offering and/or the revised Offer Price will be final and conclusive, and the Offer Price,
if agreed upon by the Overall Coordinator (for itself and on behalf of the Underwriters) and the
Company, will be fixed. The Global Offering must first be canceled and subsequently relaunched on
FINI pursuant to the supplemental prospectus.
STRUCTURE OF THE GLOBAL OFFERING
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Before submitting applications for the Hong Kong Offer Shares, applicants should have regard to
the possibility that any announcement or supplemental prospectus or new prospectus (as appropriate) of
a reduction in the number of Offer Shares and/or the Offer Price may not be made until the day which
is the last day for lodging applications under the Hong Kong Public Offering. In the absence of any
such announcement or cancellation and relaunch of offer, the number of Offer Shares and/or the Offer
Price will not be reduced.
The Hong Kong Offer Shares and the International Offer Shares may, in certain circumstances, be
reallocated as between the Hong Kong Public Offering and International Offering at the discretion of
the Overall Coordinator and the Sole Sponsor.
The level of applications in the Hong Kong Public Offering, the level of indications of interest in
the International Offering, the basis of allocations of the Hong Kong Offer Shares and the results of
applications in the Hong Kong Public Offering are expected to be announced on Friday, March 27,
2026 through a variety of channels described in the paragraph headed “How to Apply for Hong Kong
Offer Shares — B. Publication of Results” in this Prospectus.
UNDERWRITING ARRANGEMENTS
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the
terms of the Hong Kong Underwriting Agreement.
We expect that our Company will, on or about Thursday, March 26, 2026, enter into the
International Underwriting Agreement relating to the International Offering. Underwriting
arrangements, the Hong Kong Underwriting Agreement and the International Underwriting Agreement
are summarized in the section headed “Underwriting” in this Prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for the Offer Shares will be conditional on, inter alia :
 the Stock Exchange granting approval for the listing of, and permission to deal in, H Shares
in issue and to be issued pursuant to the Global Offering as mentioned in this Prospectus on
the Main Board of the Stock Exchange and such listing and permission not subsequently
having been revoked prior to the commencement of dealings in H shares on the Stock
Exchange;
 the execution and delivery of the International Underwriting Agreement on or around
Thursday, March 26, 2026;
 our Company having submitted to HKSCC all requisite documents to enable the Offer
Shares to be admitted to trade on the Stock Exchange; and
 the obligations of the Underwriters under the respective Underwriting Agreements becoming
and remaining unconditional (unless and to the extent such conditions are validly waived on
or before such dates and times) and not having been terminated in accordance with the terms
of the respective agreements,
in each case on or before the dates and times specified in the respective Underwriting Agreements
(unless and to the extent such conditions are validly waived on or before such dates and times) and in
any event not later than the date which is 30 days after the date of this prospectus.
STRUCTURE OF THE GLOBAL OFFERING
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If the above conditions are not fulfilled or waived prior to the times and dates specified, the
Global Offering will lapse and the Stock Exchange will be notified immediately. We will cause a notice
of the lapse of the Hong Kong Public Offering to be published by us on the websites of our Company
at www.extremevision.com.cn
and the Stock Exchange at www.hkexnews.hk , respectively on the next
day following such lapse. In such event, 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” in this Prospectus. In
the meantime, the application monies will be held in separate bank account(s) with our Company’s
receiving banker(s) or other bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155
of the Laws of Hong Kong) (as amended).
The consummation of each of the Hong Kong Public Offering and the International Offering is
conditional upon, amongst other things, the other becoming unconditional and not having been
terminated in accordance with its terms.
H Share certificates for the Offer Shares are expected to be issued on Friday, March 27, 2026 but
will only become valid evidence of title at 8:00 a.m. on the date of commencement of the dealings in H
shares, which is expected to be on Monday, March 30, 2026, provided that (i) the Global Offering has
become unconditional in all respects at or before that time and (ii) neither of the Underwriting
Agreements has been terminated in accordance with its terms. Investors who trade H Shares prior to the
receipt of H Share certificates or prior to the H Share certificates bearing valid evidence of title do so
entirely at their own risk.
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in
Hong Kong on Monday, March 30, 2026, it is expected that dealings in our H Shares on the Stock
Exchange will commence at 9:00 a.m. on Monday, March 30, 2026. Our H Shares will be traded in
board lots of 50 each and the stock code will be 6636.
STRUCTURE OF THE GLOBAL OFFERING
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IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering and
below are the procedures for application. We will not provide any printed copies of this prospectus
for use by the public.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk
under
the “HKEXnews > New Listings > New Listing Information” section, and our website at
www.extremevision.com.cn
.
The contents of this prospectus are identical to the prospectus as registered with the Registrar
of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are
applying for:
 are 18 years of age or older;
 are outside the United States; and
 have a Hong Kong address (for the HK eIPO White Form service only) .
Unless permitted by the Listing Rules and the Guide for New Listing Applicants issued by the
Stock Exchange, 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:
 are an existing Shareholder or his/her/its close associates; or
 are a Director or any of his/her close associates.
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2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Friday, March 20, 2026
and end at 12:00 noon on Wednesday, March 25, 2026.
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 Friday,
March 20, 2026 to 11:30
a.m. on Wednesday, March
25, 2026 (Hong Kong
time).
The latest time for
completing full payment of
application monies will be
12:00 noon on Wednesday,
March 25, 2026 (Hong
Kong time).
HKSCC EIPO channel .... Your broker or custodian
who is a HKSCC
Participant will submit an
EIPO application on your
behalf through HKSCC’s
FINI system in accordance
with your instruction
Investors who would not like
to receive a physical H
Share certificate. Hong
Kong Offer Shares
successfully applied for
will be allotted and issued
in the name of HKSCC
Nominees,
deposited directly into
CCASS and credited to
your designated HKSCC
Participant’s stock account.
Contact your broker or
custodian for the earliest
and latest time for giving
such instructions, as this
may vary by broker or
custodian.
The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait until the last day
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.
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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 293 ---
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
You must provide the following information with your application:
For Individual or Joint Applicants For Corporate Applicants
 Full name(s) 2 as shown on your identity
document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
i. HKID card; or
ii. National identification document; or
iii. Passport; and
 Identity document number ..............
 Full name(s)
2 as shown on your identity
document
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate; or
iv. Other equivalent document; and
 Identity document number
Notes:
1. If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail address, a
contact telephone number and a Hong Kong address. You are also required to declare that the identity information provided
by you follows the requirements as described in Note 2 below. In particular, where you cannot provide a HKID number,
you must confirm that you do not hold a HKID card. The number of joint applicants may not exceed four. If you are a
firm, the applicant must be in the individual members’ names.
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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 H 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 applicants on FINI is capped at 4 in accordance with market practice. Such is subject to
change, if the Company’s Articles of Association and applicable company law prescribe a lower cap.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document), the identity
document’s issuing country or jurisdiction, the identity document type; and (ii) the identity document number, for each of
the beneficial owners or, in the case(s) of joint beneficial owners, for each joint beneficial owner. If you do not include
this information, the application will be treated as being made for your benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in securities; and (ii)
you exercise statutory control over that company, then the application will be treated as being for your benefit and you
should provide the required information in your application as stated above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other stock exchange.
“Statutory control” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which carries no right to
participate beyond a specified amount in a distribution of either profits or capital).
For those applying through HKSCC EIPO channel, and making an application under a power of
attorney, we and the Overall Coordinator, as our agents, have discretion to consider whether to accept it
on any conditions we think fit, including evidence of the attorney’s authority.
Failing to provide any required information may result in your application being rejected.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size : 50 Shares
Permitted number of Hong Kong
Offer Shares for application and
amount payable on
application/successful allotment
: Hong Kong Offer Shares are available for application
in specified board lot sizes only. Please refer to the
amount payable associated with each specified board
lot size in the table below.
The Offer Price is HK$40.0 per Offer Share.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require you to
pre-fund your application, in such amount as
determined by the broker or custodian , based on the
applicable laws and regulations in Hong Kong. You
are responsible for complying with any such
prefunding requirement imposed by your broker or
custodian with respect to the Hong Kong Offer Shares
you applied for.
By instructing your broker or custodian to apply for
the Hong Kong Offer Shares on your behalf through
the HKSCC EIPO Channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of
the Offer Price, brokerage, SFC transaction levy, the
Stock Exchange trading fee and the AFRC transaction
levy by debiting the relevant nominee bank account at
the Designated Bank for your broker or custodian.
If you are applying through the HK eIPO White
Form service, you may refer to the table below for the
amount payable for the number of H Shares you have
selected. You must pay the respective amount payable
on application in full upon application for Hong Kong
Offer Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 296 ---
No. of Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/successful
allotment
No. of Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/successful
allotment
No. of Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/successful
allotment
No. of Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application/successful
allotment
HK$ HK$ HK$ HK$
50 2,020.16 800 32,322.72 7,000 282,823.80 100,000 4,040,340.00
100 4,040.35 900 36,363.05 8,000 323,227.20 150,000 6,060,510.00
150 6,060.51 1,000 40,403.40 9,000 363,630.60 200,000 8,080,680.00
200 8,080.68 1,500 60,605.10 10,000 404,034.00 250,000 10,100,850.00
250 10,100.86 2,000 80,806.80 20,000 808,068.00 312,000
(1) 12,605,860.80
300 12,121.02 2,500 101,008.50 30,000 1,212,102.00
350 14,141.19 3,000 121,210.20 40,000 1,616,136.00
400 16,161.35 3,500 141,411.90 50,000 2,020,170.00
450 18,181.54 4,000 161,613.60 60,000 2,424,204.00
500 20,201.70 4,500 181,815.30 70,000 2,828,238.00
600 24,242.05 5,000 202,017.00 80,000 3,232,272.00
700 28,282.38 6,000 242,420.40 90,000 3,636,306.00
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer Shares initially
offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction
levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules)
or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO
White Form service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will
be paid to the SFC, the Stock Exchange and the AFRC, respectively.
5. Multiple Applications Prohibited
You or your joint applicant(s) shall not make more than one application for your own benefit,
except where you are a nominee and provide the information of the underlying investor in your
application as required under the paragraph headed “— A. Application for Hong Kong Offer Shares —
3. Information Required to Apply” in this section. If you are suspected of submitting or cause to submit
more than one application, all of your applications will be rejected.
Multiple applications made either through (i) the HK eIPO White Form service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made
an application through the HK eIPO White Form service or HKSCC EIPO channel, you or the
person(s) for whose benefit you have made the application shall not apply further for any Offer Shares
in the Global Offering.
The H Share Registrar would record all applications into its system and identify suspected
multiple applications with identical names and identification document numbers according to the Best
Practice Note on Treatment of Multiple/Suspected Multiple Applications (“ Best Practice Note ”) issued
by the Federation of Share Registrars Limited.
Since applications are subject to personal information collection statements, identification
document numbers displayed are redacted.
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6. Terms and Conditions of an Application
By applying for Hong Kong Offer Shares through the HK eIPO White Form service or HKSCC
EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your
behalf):
(i) undertake to execute all relevant documents and instruct and authorize us and/or the Overall
Coordinator, as our agents, to execute any documents for you and to do on your behalf all
things necessary to register any Hong Kong Offer Shares allocated to you in your name or in
the name of HKSCC Nominees as required by the Articles of Association, and (if you are
applying through the HKSCC EIPO channel) to deposit the allotted Hong Kong Offer
Shares directly into CCASS for the credit of your designated HKSCC Participant’s stock
account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application
procedures set out in this Prospectus and the designated website of the HK eIPO White
Form service (or as the case may be, the agreement you entered into with your broker or
custodian), and agree to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong Offer
Shares;
(iv) confirm that you are aware of the restrictions on offers and sales of shares set out in this
Prospectus and they do not apply to you, or the person(s) for whose benefit you have made
the application;
(v) confirm that you have read this prospectus and any supplement to it and have relied only on
the information and representations contained therein in making your application (or as the
case may be, causing your application to be made) and will not rely on any other
information or representations;
(vi) agree that the Company, the Sole Sponsor, the Overall Coordinator, the Sole Global
Coordinator, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the Capital
Market Intermediaries, 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;
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(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, any application made by you or HKSCC Nominees on your behalf
cannot be revoked once it is accepted, which will be evidenced by the notification of the
result of the ballot by the H Share Registrar by way of publication of the results at the time
and in the manner as specified in the paragraph headed “— B. Publication of Results” in this
section;
(x) confirm that you are aware of the situations specified in the paragraph headed “— C.
Circumstances In Which You Will Not Be Allocated Hong Kong Offer Shares” in this
section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and the
resulting contract will be governed by and construed in accordance with the laws of Hong
Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place
outside Hong Kong that apply to your application and that neither we nor the Relevant
Persons will breach any law inside and/or outside Hong Kong as a result of the acceptance
of your offer to purchase, or any action arising from your rights and obligations under the
terms and conditions contained in this Prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by the Company, any of the directors, supervisors, 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,
supervisors, 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 H Shares registered in your name or
otherwise held by you;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Overall Coordinator 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
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electronic application instructions to HKSCC or to 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.
B. PUBLICATION OF RESULTS
Results of Allocation
You can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through the HK eIPO White Form service or HKSCC EIPO channel:
Website. ................... From the “Allotment Results” page at
www.hkeipo.hk/IPOResult (or
www.tricor.com.hk/ipo/result ) with a
“search by ID” function
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 .
24 hours, from 11:00 p.m. on Friday,
March 27, 2026 to 12:00 midnight on
Thursday, April 2, 2026 (Hong Kong
time)
The Stock Exchange’s website at
www.hkexnews.hk
and our website at
www.extremevision.com.cn which
will provide links to the above
mentioned websites of the H Share
Registrar.
No later than 11:00 p.m. on Friday,
March 27, 2026 (Hong Kong time)
Telephone .................. +852 3691 8488 — the allocation
results telephone enquiry line
provided by the H Share Registrar
between 9:00 a.m. and 6:00 p.m., from
Monday, March 30, 2026 to Thursday,
April 2, 2026 (Hong Kong time) on a
Business Day
For those applying through HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m. on Thursday, March 26, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Thursday, March 26, 2026 (Hong Kong time) on a 24-hour basis and should report any discrepancies on
allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the level of indications of interest in the Global Offering, the level of
applications in the Hong Kong Public Offering and the basis of allocations of Hong Kong Offer Shares
on the Stock Exchange’s website at www.hkexnews.hk
and our website at www.extremevision.com.cn
by no later than 11:00 p.m. on Friday, March 27, 2026 (Hong Kong time).
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C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER
SHARES
You should note the following situations in which Hong Kong Offer Shares will not be allocated
to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Your application or the application made by HKSCC Nominees on your behalf may be revoked
pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Overall Coordinator, 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 H Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that longer
period within three weeks of the closing date of the application lists.
4. If:
 you make multiple applications or suspected multiple applications. Please refer to the
paragraph headed “— A. Application for Hong Kong Offer Shares — 5. Multiple
Applications Prohibited” in this section on what constitutes multiple applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated;
 we or the Overall Coordinator 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 Banks will collect the portion of these funds
required to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment from their
Designated Bank.
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There is a risk of money settlement failure. In the extreme event of money settlement failure by
a HKSCC Participant (or its Designated Bank), 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
You will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under the
Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO channel
where the H Share certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of H Shares. No receipt will be issued
for sums paid on application.
H Share certificates will only become valid at 8:00 a.m. on Monday, March 30, 2026 (Hong Kong
time), provided that the Global Offering has become unconditional and the right of termination
described, please refer to the section headed “Underwriting” in this Prospectus 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.
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The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Despatch/collection of H Share certificate 1
For application of 200,000 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
Time: from 9:00 a.m. to 1:00 p.m. on
Monday, March 30, 2026 (Hong Kong
time)
If you are an individual, you must not
authorize any other person to collect
for you. If you are a corporate
applicant, your authorized
representative must bear a letter of
authorization from your corporation
stamped with your corporation’s chop.
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
No action by you is required
Both individuals and authorized
representatives must produce, at the
time of collection, evidence of
identity acceptable to the H Share
Registrar.
Note: If you do not collect your H
Share certificate(s) personally within
the time above, it/they will be sent to
the address specified in your
application instructions by ordinary
post at your own risk
For application of less than 200,000
Hong Kong Offer Shares .......
Your H Share certificate(s) will be sent
to the address specified in your
application instructions by ordinary
post on Friday, March 27, 2026 at
your own risk
Refund mechanism for surplus application monies paid by you
Date ..................... Monday, March 30, 2026 Subject to the arrangement between you
and your broker or custodian
Responsible party ............. H Share Registrar Your broker or custodian
1 Except in the event of any Severe Weather Signals (defined below) in force in Hong Kong in the morning on Friday,
March 27, 2026 rendering it impossible for the relevant H Share certificates to be dispatched to HKSCC in a timely
manner, the Company shall procure the H Share Registrar to arrange for delivery of the supporting documents and H Share
certificates in accordance with the contingency arrangements as agreed between them. Please refer to “— E. Severe
Weather Arrangements” in this section.
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HK eIPO White Form service HKSCC EIPO channel
Application monies paid through
single bank account ...........
HK eIPO White Form e-Auto Refund
payment instructions to your
designated bank account
Your broker or custodian will arrange
refund to your designated bank
account subject to the arrangement
between you and it
Application monies paid through
multiple bank accounts ........
Refund cheque(s) will be despatched to
the address as specified in your
application instructions by ordinary
post at your own risk
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Wednesday, March 25, 2026 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 Wednesday, March 25, 2026.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the next
Business Day which does not have Severe Weather Signals in force at any time between 9:00 a.m. and
12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the listing date. Should there be any changes to the dates
mentioned in the section headed “Expected Timetable” in this Prospectus, an announcement will be
made and published on the Stock Exchange’s website at www.hkexnews.hk
and our website at
www.extremevision.com.cn of the revised timetable.
If a Severe Weather Signal is hoisted on Friday, March 27, 2026, the H Share Registrar will make
appropriate arrangements for the delivery of the H Share certificates to the CCASS Depository’s service
counter so that they would be available for trading on Monday, March 30, 2026.
If a Severe Weather Signal is hoisted on Friday, March 27, 2026, for application of less than
200,000 Offer Shares, the physical H Share certificate(s) will be despatched by ordinary post when the
post office re-opens after the Severe Weather Signal is lowered or canceled (e.g. in the afternoon of
Friday, March 27, 2026 or on Monday, March 30, 2026).
If a Severe Weather Signal is hoisted on Monday, March 30, 2026, for application of 200,000
Offer Shares or more, the physical H Share certificate(s) will be available for collection in person at the
H Share Registrar’s office after the Severe Weather Signal is lowered or canceled (e.g. in the afternoon
of Monday, March 30, 2026 or on Tuesday, March 31, 2026).
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share certificates.
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F. ADMISSION OF H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, H Shares on the Stock
Exchange and we comply with the stock admission requirements of HKSCC, 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 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 H Shares to be admitted into CCASS.
You should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data collected
and held by 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.
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 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.
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3. Purposes
Your personal data may be used, held, processed, and/or stored (by whatever means) for the
following purposes:
 processing your application and refund 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 H Shares
including, where applicable, HKSCC Nominees;
 maintaining or updating the register of members of the Company;
 verifying identities of applicants for and holders of H Shares and identifying any duplicate
applications for H Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of H 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 H Shares;
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable the
Company and the H Share Registrar to discharge their obligations to applicants and holders
of H Shares and/or regulators and/or any other purposes to which applicants and holders of
H Shares may from time to time agree.
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);
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 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 fulfill the purposes for which the personal data
were collected. Personal data which is no longer required will be destroyed or dealt with in accordance
with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether 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.
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ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF SHANDONG EXTREME VISION TECHNOLOGY CO., LTD. * AND CITIC
SECURITIES (HONG KONG) LIMITED
Introduction
We report on the historical financial information of Shandong Extreme Vision Technology Co.,
LTD.* (the “ Company ”) and its subsidiaries (together, the “ Group ”) set out on pages I-3 to I-98,
which comprises the consolidated statements of profit or loss and other comprehensive income,
statements of changes in equity and statements of cash flows of the Group for each of the years ended
31 December 2022, 2023, 2024 and the nine months ended 30 September 2025 (the “ Relevant
Periods ”), and the consolidated statements of financial position of the Group and the statements of
financial position of the Company as at 31 December 2022, 2023, 2024 and 30 September 2025 and
material accounting policy information and other explanatory information (together, the “ Historical
Financial Information ”). The Historical Financial Information set out on pages I-3 to I-98 forms an
integral part of this report, which has been prepared for inclusion in the prospectus of the Company
dated 20 March 2026 (the “ Prospectus ”) in connection with the initial listing of the shares of the
Company on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical Financial
Information that gives a true and fair view in accordance with the basis of preparation set out in note
2.1 to the Historical Financial Information, and for such internal control as the directors determine is
necessary to enable the preparation of the Historical Financial Information that is free from material
misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to report
our opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment
Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial Information in
Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA”).
This standard requires that we comply with ethical standards and plan and perform our work to obtain
reasonable assurance about whether the Historical Financial Information is free from material
misstatement.
Our work involved performing procedures to obtain evidence about the amounts and disclosures in
the Historical Financial Information. The procedures selected depend on the reporting accountants’
judgement, including the assessment of risks of material misstatement of the Historical Financial
Information, whether due to fraud or error. In making those risk assessments, the reporting accountants
consider internal control relevant to the entity’s preparation of the Historical Financial Information that
gives a true and fair view in accordance with the basis of preparation set out in note 2.1 to the
Historical Financial Information, in order to design procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. Our work also included evaluating the appropriateness of accounting policies used and
the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 308 ---
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the accountants’
report, a true and fair view of the financial position of the Group and the Company as at 31 December
2022, 2023, 2024 and 30 September 2025 and of the financial performance and cash flows of the Group
for each of the Relevant Periods in accordance with the basis of preparation set out in note 2.1 to the
Historical Financial Information.
Review of interim comparative Financial Information
We have reviewed the interim comparative financial information of the Group which comprises
the consolidated statement of profit or loss and other comprehensive income, statement of changes in
equity and statement of cash flows for the nine months ended 30 September 2024 and other explanatory
information (the “ Interim Comparative Financial Information ”). The directors of the Company are
responsible for the preparation of the Interim Comparative Financial Information in accordance with the
basis of preparation set out in note 2.1 to the Historical Financial Information. Our responsibility is to
express a conclusion on the Interim Comparative Financial Information based on our review. We
conducted our review in accordance with Hong Kong Standard on Review Engagements 2410 Review of
Interim Financial Information Performed by the Independent Auditor of the Entity issued by the
HKICPA. A review consists of making inquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A review is substantially less
in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and
consequently does not enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Based on
our review, nothing has come to our attention that causes us to believe that the Interim Comparative
Financial Information, for the purposes of the accountants’ report, is not prepared, in all material
respects, in accordance with the basis of preparation set out in note 2.1 to the Historical Financial
Information.
Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange and
the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying Financial
Statements as defined on page I-3 have been made.
Dividends
We refer to note 11 to the Historical Financial Information which states that no dividends have
been paid by the Company in respect of the Relevant Periods.
Certified Public Accountants
Hong Kong
20 March 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 309 ---
I HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The financial statements of the Group for the Relevant Periods, on which the Historical Financial
Information is based, were audited by Ernst & Young in accordance with Hong Kong Standards on
Auditing issued by the HKICPA (the “ Underlying Financial Statements ”).
The Historical Financial Information is presented in Renminbi (“ RMB”) and all values are
rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 310 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
REVENUE ............... 5 101,572 127,681 257,296 79,429 136,304
Cost of sales ............. (70,490) (94,605) (153,817) (48,262) (75,160)
Gross profit .............. 31,082 33,076 103,479 31,167 61,144
Other income and gains ..... 5 10,760 12,192 7,011 5,644 8,111
Selling and distribution
expenses ............... (34,788) (28,492) (22,261) (16,171) (13,853)
Administrative expenses ..... (31,492) (33,244) (31,188) (23,093) (40,680)
Research and development
expenses ............... (35,200) (36,568) (44,821) (24,137) (46,860)
Impairment losses on financial
assets, net .............. (7) (1,893) (5,090) (2,594) (2,676)
Other expenses ............ (596) (430) (833) (915) (290)
Finance costs ............. 6 (377) (666) (1,372) (1,035) (1,820)
(LOSS)/PROFIT BEFORE
TAX .................. 7 (60,618) (56,025) 4,925 (31,134) (36,924)
Income tax (expenses)/credits . 10 (104) (221) 3,783 3,993 628
(LOSS)/PROFIT FOR THE
YEAR/PERIOD .......... (60,722) (56,246) 8,708 (27,141) (36,296)
Attributable to:
Owners of the parent ...... (60,855) (56,232) 8,683 (27,167) (36,298)
Non-controlling interests ... 133 (14) 25 26 2
(60,722) (56,246) 8,708 (27,141) (36,296)
(LOSS)/EARNINGS PER
SHARE ATTRIBUTABLE
TO ORDINARY EQUITY
HOLDERS OF THE
PARENT
Basic and diluted (RMB) .... 12 (0.88) (0.56) 0.09 (0.27) (0.36)
(LOSS)/PROFIT FOR THE
YEAR/PERIOD .......... (60,722) (56,246) 8,708 (27,141) (36,296)
TOTAL COMPREHENSIVE
(LOSS)/INCOME FOR THE
YEAR/PERIOD .......... (60,722) (56,246) 8,708 (27,141) (36,296)
Attributable to:
Owners of the parent ....... (60,855) (56,232) 8,683 (27,167) (36,298)
Non-controlling interests ..... 133 (14) 25 26 2
(60,722) (56,246) 8,708 (27,141) (36,296)
For the details of pre-IPO investments, please refer to note 29 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 311 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
As at
30 September
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and
equipment ............ 13 3,541 1,688 2,966 2,899
Right-of-use assets ........ 14 4,863 1,080 8,929 12,951
Deferred tax assets ....... 16 — — 4,485 5,150
Prepayments, deposits and
other receivables ....... 20 874 875 771 863
Contract assets .......... 19 9 3,814 3,627 3,612
Other non-current assets .... 22 62,316 — — 5,057
Total non-current assets .... 71,603 7,457 20,778 30,532
CURRENT ASSETS
Inventories ............. 15 19,547 41,726 38,577 36,061
Trade and bills receivables .. 18 42,015 68,968 178,028 181,324
Contract assets .......... 19 1,417 921 4,668 2,142
Prepayments, deposits and
other receivables ....... 20 34,178 20,706 11,431 20,510
Financial assets at fair value
through profit or loss .... 21 113,688 82,631 186,006 173,227
Time deposits ........... 22 — 14,215 — 10,469
Other current assets ....... 22 40,000 42,015 — —
Restricted bank deposits .... 22 — 1,268 136 698
Cash and cash equivalents .. 22 35,265 55,318 31,172 19,684
Total current assets ....... 286,110 327,768 450,018 444,115
CURRENT LIABILITIES
Trade and bills payables .... 23 53,823 33,171 88,444 99,388
Other payables and accruals . 24 22,581 28,194 36,923 37,502
Interest-bearing bank
borrowings ........... 25 4,800 21,780 53,138 67,184
Lease liabilities .......... 14 4,061 1,242 2,116 3,065
Contract liabilities ....... 26 12,018 30,764 17,629 19,541
Tax payable ............. 104 109 491 394
Total current liabilities ..... 97,387 115,260 198,741 227,074
NET CURRENT ASSETS .. 188,723 212,508 251,277 217,041
TOTAL ASSETS LESS
CURRENT LIABILITIES . 260,326 219,965 272,055 247,573
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 312 ---
As at 31 December
As at
30 September
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT
LIABILITIES
Lease liabilities .......... 14 1,808 83 7,782 11,713
Contract liabilities ....... 26 1,637 5,419 5,410 3,725
Deferred income ......... 27 — 1,800 15,881 16,161
Provision ............... 28 — 175 — —
Total non-current liabilities . 3,445 7,477 29,073 31,599
Net assets .............. 256,881 212,488 242,982 215,974
EQUITY
Equity attributable to owners
of the parent
Share capital ............ 29 — 100,000 100,435 100,435
Paid-in capital ........... 29 3,465 — — —
Reserves ............... 30 253,283 112,369 142,403 115,393
Non-controlling interests ... 133 119 144 146
Total equity ............. 256,881 212,488 242,982 215,974
For the details of pre-IPO investments, please refer to note 29 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 313 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Y ear ended 31 December 2022
Attributable to owners of the parent
Paid-in capital Capital reserve
Share-based
payment reserve
Accumulated
losses Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 29) (note 30) (note 31)
As at 1 January 2022 .... 1,846 394,430 1,502 (266,605) 131,173 — 131,173
Loss for the year ....... — — — (60,855) (60,855) 133 (60,722)
Total comprehensive loss
for the year ......... — — — (60,855) (60,855) 133 (60,722)
Share-based payments
(note 31) .......... — — 7,791 — 7,791 — 7,791
Capital contribution by
shareholders ........ 1,619 177,020 — — 178,639 — 178,639
As at 31 December 2022 ... 3,465 571,450* 9,293* (327,460)* 256,748 133 256,881
Y ear ended 31 December 2023
Attributable to owners of the parent
Share capital Paid-in capital Capital reserve
Share-based
payment
reserve
Accumulated
losses Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 29) (note 29) (note 30) (note 31)
As at 1 January 2023 ... — 3,465 571,450 9,293 (327,460) 256,748 133 256,881
Loss for the year ...... ———— (56,232) (56,232) (14) (56,246)
Total comprehensive loss
for the year ........ ———— (56,232) (56,232) (14) (56,246)
Share-based payments (note
31) ............ — — — 11,853 — 11,853 — 11,853
Conversion into a joint
stock company ...... 100,000 (3,465) (372,736) — 276,201 — — —
As at 31 December 2023 .. 100,000 — 198,714* 21,146* (107,491)* 212,369 119 212,488
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 314 ---
Y ear ended 31 December 2024
Attributable to owners of the parent
Share capital Capital reserve
Share-based
payment reserve
Accumulated
profit Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 29) (note 30) (note 31)
As at 1 January 2024 ........ 100,000 198,714 21,146 (107,491) 212,369 119 212,488
Profit for the year .......... — — — 8,683 8,683 25 8,708
Total comprehensive income for the
year ................ — — — 8,683 8,683 25 8,708
Share-based payments (note 31) ... — — 11,786 — 11,786 — 11,786
Capital contribution by shareholders . 435 9,565 — — 10,000 — 10,000
As at 31 December 2024 ...... 100,435 208,279* 32,932* (98,808)* 242,838 144 242,982
Nine months ended 30 September 2025
Attributable to owners of the parent
Share capital Capital reserve
Share-based
payment reserve
Accumulated
losses Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 29) (note 30) (note 31)
As at 1 January 2025 ........ 100,435 208,279 32,932 (98,808) 242,838 144 242,982
Loss for the period ......... — — — (36,298) (36,298) 2 (36,296)
Total comprehensive loss for the
period ............... — — — (36,298) (36,298) 2 (36,296)
Exercise of share-based payment .. — 6,518 (6,518) ————
Share-based payments (note 31) ... — — 9,288 — 9,288 — 9,288
As at 30 September 2025 ...... 100,435 214,797* 35,702* (135,106)* 215,828 146 215,974
* These reserve accounts comprise the consolidated reserves of RMB253,283,000, RMB112,369,000 RMB142,403,000 and
RMB115,393,000 in the consolidated statements of financial position as at 31 December 2022, 2023, 2024 and 30
September 2025, respectively.
Nine months ended 30 September 2024 (Unaudited)
Attributable to owners of the parent
Share capital Capital reserve
Share-based
payment reserve
Accumulated
losses Total
Non-controlling
interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 29) (note 30) (note 31)
As at 1 January 2024 ........ 100,000 198,714 21,146 (107,491) 212,369 119 212,488
Loss for the period ......... — — — (27,167) (27,167) 26 (27,141)
Total comprehensive loss for the
period ............... — — — (27,167) (27,167) 26 (27,141)
Share-based payments (note 31) ... — — 8,803 — 8,803 — 8,803
As at 30 September 2024
(unaudited) ............ 100,000 198,714 29,949 (134,658) 194,005 145 194,150
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 315 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
CASH FLOWS FROM OPERATING
ACTIVITIES
(Loss)/Profit before tax .......... (60,618) (56,025) 4,925 (31,134) (36,924)
Adjustments for:
Finance costs ................. 6 377 666 1,372 1,035 1,820
Foreign exchange losses, net ...... 768 — (150) — (117)
Interest income ................ 5 (40) (359) (228) (137) (152)
(Gain)/loss on early termination of a
lease ...................... (29) — (8) (8) —
Depreciation of property, plant and
equipment .................. 7 2,921 1,985 1,745 1,271 1,088
Depreciation of right-of-use assets .. 7 3,852 3,783 2,719 2,183 1,884
(Reversal of impairment)/
impairment of trade and bills
receivables .................. 7 48 1,899 5,116 2,338 2,516
(Reversal of impairment)/impairment
of other receivables ........... 7 (41) (6) (26) 256 160
Write-down of inventories to net
realisable value .............. 7 458 1,187 5,400 4,421 495
(Reversal of impairment)/
impairment of contract assets .... 7 (4) 74 495 30 19
Investment income from wealth
management products, structured
deposits, time deposits and
certificates of deposit ......... 5 (7,210) (3,269) (3,185) (3,211) (1,882)
Fair value gains on financial assets
at fair value through profit or
loss ....................... 7 429 (965) (1,712) (869) (1,844)
Equity-settled share-based payments . 7 7,791 11,853 11,786 8,803 9,288
(51,298) (39,177) 28,249 (15,022) (23,649)
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 316 ---
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
(Increase)/decrease in inventories ... (4,752) (23,366) (2,251) (8,888) 2,021
(Increase)/decrease in trade and bills
receivables .................. (30,208) (28,852) (114,176) 19,442 (5,812)
(Increase)/decrease in prepayments,
deposit and other receivables .... (21,304) 13,477 9,297 (8,270) (7,903)
(Increase)/decrease in contract
assets ..................... (318) (3,383) (4,055) (166) 2,522
Increase/(decrease) in trade and bills
payables ................... 30,235 (20,652) 55,273 (8,510) 10,944
(Decrease)/increase in other
payables and accruals .......... (1,107) 5,613 8,729 2,063 579
(Decrease)/increase in contract
liabilities ................... (490) 22,528 (13,144) (1,966) 227
Increase in deferred income ....... — 1,800 14,081 16,080 280
Decrease/(increase) in restricted
cash ...................... 2,017 (1,268) 1,132 1,039 (562)
Increase /(decrease) in provision ... — 175 (175) (175) —
Cash used in operations .......... (77,225) (73,105) (17,040) (4,373) (21,353)
Interest paid .................. — — (460) (459) (38)
Interest received ............... 40 359 228 137 152
Income tax paid ............... (1,958) (217) (320) (320) (134)
Net cash flows used in operating
activities ................... (79,143) (72,963) (17,592) (5,015) (21,373)
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 317 ---
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
CASH FLOWS FROM INVESTING
ACTIVITIES
Interest received ............... 3,218 2,880 301 264 212
Purchases of items of property, plant
and equipment ............... (810) (132) (3,022) (2,990) (1,021)
Purchase of financial assets at fair
value through profit or loss ..... (486,984) (434,650) (753,551) (706,321) (70,000)
Proceeds from disposal of financial
assets at fair value through profit
or loss ..................... 435,482 466,672 651,888 628,892 84,622
Purchase of time deposit with initial
terms over three months ........ — (23,251) (9,573) (9,573) (20,319)
Receipt of time deposit with initial
terms over three months upon
maturity .................... — 9,191 23,633 13,884 9,941
Purchases of certificates of deposit . (50,000) (20,000) — — (5,000)
Proceed from disposal of the
certificates of deposit ......... 20,000 80,000 42,000 42,000 —
Investment income received from
disposal of financial assets at fair
value through profit or loss ..... 3,677 536 3,053 2,977 1,523
Net cash flows (used in)/from
investing activities ............ (75,417) 81,246 (45,271) (30,867) (42)
CASH FLOWS FROM FINANCING
ACTIVITIES
New bank loans ................ 4,800 21,780 53,138 23,095 42,099
Repayment of bank loans ......... (950) (4,800) (21,780) (21,780) (28,097)
Interest paid .................. — (486) (544) (322) (1,354)
Capital contribution by shareholders . 178,639 — 10,000 — —
Receive of/(payment of) lease
deposits .................... 109 — 108 108 (177)
Payments of lease liabilities ....... (4,550) (4,724) (2,355) (2,121) (1,410)
Payments of listing expenses ...... ———— (1,251)
Net cash flows from/(used in)
financing activities ............ 178,048 11,770 38,567 (1,020) 9,810
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 318 ---
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
NET INCREASE/(DECREASE) IN
CASH AND CASH
EQUIV ALENTS.............. 23,488 20,053 (24,296) (36,902) (11,605)
Cash and cash equivalents at
beginning of year/period ........ 12,545 35,265 55,318 55,318 31,172
Effect of foreign exchange rate
changes, net ................. (768) — 150 — 117
CASH AND CASH EQUIV ALENTS
AT END OF YEAR/PERIOD .... 35,265 55,318 31,172 18,416 19,684
ANALYSIS OF BALANCES OF
CASH AND CASH
EQUIV ALENTS..............
Cash and bank balances .......... 35,265 55,318 21,349 18,416 19,684
Non-pledged time deposits with
original maturity of less than three
months when acquired ......... — — 9,823 — —
Cash and cash equivalents as stated
in the consolidated statements of
financial position ............. 35,265 55,318 31,172 18,416 19,684
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 319 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at 31 December As at 30 September
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and
equipment ............ 13 3,333 1,502 2,931 2,873
Right-of-use assets ........ 14 4,632 926 8,929 12,951
Deferred tax asset ........ 16 — — 4,373 4,749
Investment in subsidiaries .. 17 22,412 44,765 44,728 45,174
Prepayment, deposits and
other receivables ....... 20 730 731 627 858
Contract assets .......... 19 — 3,491 3,484 3,612
Other non-current assets .... 22 32,039 — — —
Total non-current assets .... 63,146 51,415 65,072 70,217
CURRENT ASSETS
Inventories ............. 15 14,869 33,111 38,372 35,348
Trade and bills receivables .. 18 37,816 58,322 159,691 182,292
Contract assets .......... 19 1,083 637 4,507 2,048
Prepayments, deposits and
other receivables ....... 20 159,941 48,550 20,170 28,423
Financial assets at fair value
through profit or loss .... 21 29,240 82,631 186,006 173,227
Time deposit ............ 22 — 14,215 — 10,469
Other current assets ....... 22 40,000 12,000 — —
Restricted bank deposit .... 22 — 1,268 136 522
Cash and cash equivalents .. 22 34,483 44,009 18,425 8,651
Total current assets ....... 317,432 294,743 427,307 440,980
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 320 ---
As at 31 December As at 30 September
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
CURRENT LIABILITIES
Trade and bills payables .... 23 53,681 27,141 89,622 103,115
Other payables and accruals . 24 17,183 24,313 44,690 50,153
Lease liabilities .......... 14 3,982 1,163 2,116 3,065
Interest-bearing bank loans .. 25 4,800 21,780 48,138 67,184
Contract liabilities ....... 26 7,881 26,710 15,236 14,523
Total current liabilities ..... 87,527 101,107 199,802 238,040
NET CURRENT ASSETS .. 229,905 193,636 227,505 202,940
TOTAL ASSETS LESS
CURRENT LIABILITIES . 293,051 245,051 292,577 273,157
NON-CURRENT
LIABILITIES
Lease liabilities .......... 14 1,649 — 7,782 11,713
Deferred income ......... 27 — 1,800 15,881 16,161
Contract liabilities ....... 26 1,637 5,419 5,410 3,725
Provision ............... 28 — 175 — —
Total non-current liabilities . 3,286 7,394 29,073 31,599
Net assets .............. 289,765 237,657 263,504 241,558
EQUITY
Share capital ............ 29 — 100,000 100,435 100,435
Paid-in capital ........... 29 3,465 — — —
Reserves ............... 30 286,300 137,657 163,069 141,123
Total equity ............. 289,765 237,657 263,504 241,558
APPENDIX I ACCOUNTANTS’ REPORT
– I-14 –


--- page 321 ---
II NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
The Company is a joint stock company with limited liability established in Qingdao Shandong
Province, the People’s Republic of China (the “ PRC”) on 15 June 2015. The registered office address
of the Company is Room 1201, Jingkong Building, No. 57, Lushan Road, Huangdao District, Qingdao,
Shandong Province, PRC.
During the Relevant Periods and in the period covered by the Interim Comparative Financial
Information, the Company and its subsidiaries are principally engaged in delivering end-to-end solution
development, deployment and management services to enterprises across diverse industries.
As at the date of this report, the Company had direct interests in its subsidiaries, all of which are
private limited liability companies, the particulars of the principal subsidiaries are set out below:
Name
Place and date of
registration and place
of operations Registered share capital
Percentage of equity
attributable to
the Company
Principal activitiesDirect Indirect
Shenzhen Jishi Technology
Co., Ltd.Ҧ
ʮ̡* .........
Chinese Mainland
14 July 2021
RMB 10,000,000 100% Information transmission,
software and information
technology services
Extreme Vision (Shanghai)
Technology Co., Ltd.
฽ൖԉ(ɪऎ)ʮ
̡* .............
Chinese Mainland
06 July 2020
RMB 35,000,000 100% Scientific research and
technology services
Qingdao Extreme Vision
Technology Co., Ltd.
ࠢ
ʮ̡* ............
Chinese Mainland
06 December
2019
RMB 8,000,000 100% Information transmission,
software and information
technology services
Jiangsu Jishi Star
Technology Co., Ltd.
ʮ
̡* .............
Chinese Mainland
21 August 2023
RMB 15,000,000 100% Scientific research and
technology services
Qingdao Jishu Technology
Co., Ltd.Ҧ
ʮ̡* .........
Chinese Mainland
30 June 2023
RMB 100,000 100% Scientific research and
technology services
Anhui Extreme Vision
Technology Co., Ltd.
ࠢ
ʮ̡* ............
Chinese Mainland
13 May 2022
RMB 30,000,000 86% Information transmission,
software and information
technology services
* The English names of these companies registered in the PRC represent the best effort made by the directors of the
Company (the “ Directors ”) to translate the Chinese names as these companies have not been registered with any official
English names.
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 322 ---
No audited financial statements of these entities have been prepared since the date of
incorporation as these entities were not subject to any statutory audit requirements under the relevant
rules and regulations in the jurisdictions of incorporation.
2.1 BASIS OF PREPARATION
The Historical Financial Information has been prepared under the historical cost convention,
except for certain financial instruments which have been measured at fair value at the end of each of
the Relevant Periods and in the period covered by the Interim Comparative Financial Information.
These financial statements are presented in RMB and all values are rounded to the nearest thousand
except when otherwise indicated.
For ordinary shares issued to pre-IPO investors, pursuant to the supplemental agreements entered
into between the Company and the pre-IPO Investors in relation to the termination of certain of special
rights granted by the Company, including redemption rights and liquidation preferences, anti-dilution
rights, which are void ab initio as described in note 29 to this report, having taking into account the
legal and regulatory framework of the Company’s jurisdiction and the governing law of the
supplementary agreements, the directors considered that it is appropriate to present the pre-IPO
Investments as equity throughout the Relevant Periods. For the details of financial impacts, see note 29
of this report.
The Historical Financial Information of the Company and its subsidiaries (collectively referred to
as the “ Group ”) has been prepared in accordance with IFRS Accounting Standards (“ IFRS Accounting
Standards ”), which comprise all standards and interpretations approved by the International
Accounting Standards Board (“ IASB”). All IFRS Accounting Standards effective for the accounting
period commencing from 1 January 2025, together with the relevant transitional provisions, have been
adopted by the Group in the preparation of the Historical Financial Information throughout the Relevant
Periods and in the period covered by the Interim Comparative Financial Information.
Basis of consolidation
The Historical Financial Information includes the financial statements of the Group for the
Relevant Periods and the period covered by the Interim Comparative Financial Information. A
subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee (i.e.,
existing rights that give the Group the current ability to direct the relevant activities of the investee).
Generally, there is a presumption that a majority of voting rights results in control. When the
Company has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other contractual arrangements; and
(c) the Group’s voting rights and potential voting rights.
The financial statements of the subsidiaries are prepared for the same reporting period as the
Company, using consistent accounting policies. The results of subsidiaries are consolidated from the
date on which the Group obtains control, and continue to be consolidated until the date that such
control ceases.
APPENDIX I ACCOUNTANTS’ REPORT
– I-16 –


--- page 323 ---
Profit or loss and each component of other comprehensive income are attributed to the owners of
the parent of the Group and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance. All intra-group assets and liabilities, equity, income, expenses and
cash flows relating to transactions between members of the Group are eliminated in full on
consolidation.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of control described above. A change in the
ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognizes the related assets (including
goodwill), liabilities, any non-controlling interest and the exchange fluctuation reserve; and recognizes
the fair value of any investment retained and any resulting surplus or deficit in profit or loss. The
Group’s share of components previously recognized in other comprehensive income is reclassified to
profit or loss or retained profits, as appropriate, on the same basis as would be required if the Group
had directly disposed of the related assets or liabilities.
2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
The Group has not applied the following new and revised IFRS Accounting Standards, that have
been issued but are not yet effective, in the Historical Financial Information. The Group intends to
apply these new and revised IFRS Accounting Standards, if applicable, when they become effective.
IFRS 18 Presentation and Disclosure in Financial Statements
2
IFRS 19 and its amendments Subsidiaries without Public Accountability: Disclosures 2
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of
Financial Instruments 1
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS 10 and
IAS 28
Sale or Contribution of Assets between an Investor and its
Associate or Joint V enture 3
Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency 2
Annual Improvements to IFRS
Accounting Standards
— V olume 11
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS7
1
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
The Group is in the process of making a detailed assessment of the impact of these new and
revised IFRS Accounting Standards upon initial application. So far, the Group considers that these new
and revised IFRS Accounting Standards, except for IFRS 18, may result in changes in accounting
policies but are unlikely to have a significant impact on the Group’s financial performance and
financial position in the period of initial application. The application of IFRS 18 is not expected to
have a material impact on the financial position of the Group but is expected to affect the presentation
of the statement of profit or loss and other comprehensive income and statement of cash flows and
disclosures in the future financial information. The Group will continue to assess the impact of IFRS 18
on the Group’s financial information.
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2.3 MATERIAL ACCOUNTING POLICIES
Fair value measurement
The Group measures its certain financial instruments at fair value at the end of each reporting
period. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place either
in the principal market for the asset or liability, or in the absence of a principal market, in the most
advantageous market for the asset or liability. The principal or the most advantageous market must be
accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that
market participants would use when pricing the asset or liability, assuming that market participants act
in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability
to generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements
are categorised within the fair value hierarchy, described as follows, based on the lowest level input
that is significant to the fair value measurement as a whole:
Level 1 — based on quoted prices (unadjusted) in active markets for identical assets or
liabilities
Level 2 — based on valuation techniques for which the lowest level input that is significant
to the fair value measurement is observable, either directly or indirectly
Level 3 — based on valuation techniques for which the lowest level input that is significant
to the fair value measurement is unobservable
For assets and liabilities that are recognized in the financial statements on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by reassessing
categorisation (based on the lowest level input that is significant to the fair value measurement as a
whole) at the end of each of the reporting period.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is
required (other than inventories and deferred tax assets), the asset’s recoverable amount is estimated.
An asset’s recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its
fair value less costs of disposal, and is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of assets, in
which case the recoverable amount is determined for the cash-generating unit to which the asset
belongs.
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An impairment loss is recognized only if the carrying amount of an asset exceeds its recoverable
amount. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset. An impairment loss is charged to profit or loss in the period in which it
arises in those expense categories consistent with the function of the impaired asset.
An assessment is made at the end of each reporting period as to whether there is an indication that
previously recognized impairment losses may no longer exist or may have decreased. If such an
indication exists, the recoverable amount is estimated. A previously recognized impairment loss of an
asset other than goodwill is reversed only if there has been a change in the estimates used to determine
the recoverable amount of that asset, but not to an amount higher than the carrying amount that would
have been determined (net of any depreciation/amortisation) had no impairment loss been recognized
for the asset in prior years. A reversal of such an impairment loss is credited to profit or loss in the
period in which it arises.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and that person
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the
Group;
or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary
or fellow subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the
third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the
Group or an entity related to the Group;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of
the key management personnel of the entity (or of a parent of the entity); and
(viii) the entity, or any member of a group of which it is a part, provides key management
personnel services to the Group or to the parent of the Group.
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Property, plant and equipment and depreciation
Property, plant and equipment, other than construction in progress, are stated at cost less
accumulated depreciation and any impairment losses. The cost of an item of property, plant and
equipment comprises its purchase price and any directly attributable costs of bringing the asset to its
working condition and location for its intended use.
Expenditure incurred after items of property, plant and equipment have been put into operation,
such as repairs and maintenance, is normally charged to profit or loss in the period in which it is
incurred. In situations where the recognition criteria are satisfied, the expenditure for a major
inspection is capitalised in the carrying amount of the asset as a replacement. Where significant parts of
property, plant and equipment are required to be replaced at intervals, the Group recognizes such parts
as individual assets with specific useful lives and depreciates them accordingly.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property,
plant and equipment to its residual value over its estimated useful life. The principal annual rates used
for this purpose are as follows:
Electronic equipment and others .... 19.4% to 38.8%
Leasehold improvements .......... Shorter of remaining lease terms and estimated useful lives
Residual values, useful lives and the depreciation method are reviewed, and adjusted if
appropriate, at least at each financial year end.
An item of property, plant and equipment including any significant part initially recognized is
derecognized upon disposal or when no future economic benefits are expected from its use or disposal.
Any gain or loss on disposal or retirement recognized profit or loss in the year the asset is derecognized
is the difference between the net sales proceeds and the carrying amount of the relevant asset.
Construction in progress is stated at cost less any impairment losses and is not depreciated. It is
reclassified to the appropriate category of property, plant and equipment when completed and ready for
use.
Research and development costs
All research costs are charged to the profit or loss as incurred.
Expenditure incurred on projects to develop new products is capitalised and deferred only when
the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be
available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset
will generate future economic benefits, the availability of resources to complete the project and the
ability to measure reliably the expenditure during the development. Product development expenditure
which does not meet these criteria is expensed when incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is,
or contains, a lease if the contract conveys the right to control the use of an identified asset for a period
of time in exchange for consideration.
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Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for
short-term leases and leases of low-value assets. The Group recognizes lease liabilities to make lease
payments and right-of-use assets representing the right to use the underlying assets.
(a) Right-of-use assets
Right-of-use assets are recognized at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. The
cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs
incurred, and lease payments made at or before the commencement date less any lease incentives
received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease terms
and the estimated useful lives of the assets as follows:
Office ......................................................... 3 to 5 years
If ownership of the leased asset transfers to the Group by the end of the lease term or the cost
reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of
the asset.
(b) Lease liabilities
Lease liabilities are recognized at the commencement date of the lease at the present value of
lease payments to be made over the lease term. The lease payments include fixed payments (including
in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend
on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase option reasonably certain to be exercised by the
Group and payments of penalties for termination of a lease, if the lease term reflects the Group
exercising the option to terminate the lease. The variable lease payments that do not depend on an
index or a rate are recognized as an expense in the period in which the event or condition that triggers
the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate
at the lease commencement date because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is increased to reflect the
accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in the lease term, a change in lease
payments (e.g., a change to future lease payments resulting from a change in an index or rate) or a
change in assessment of an option to purchase the underlying asset.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost,
and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them. With the
exception of trade receivables that do not contain a significant financing component or for which the
Group has applied the practical expedient of not adjusting the effect of a significant financing
APPENDIX I ACCOUNTANTS’ REPORT
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component, the Group initially measures a financial asset at its fair value plus in the case of a financial
asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a
significant financing component or for which the Group has applied the practical expedient are
measured at the transaction price determined under IFRS 15 in accordance with the policies set out for
“Revenue recognition” below.
In order for a financial asset to be classified and measured at amortised cost or fair value through
other comprehensive income, it needs to give rise to cash flows that are solely payments of principal
and interest (“ SPPI”) on the principal amount outstanding. Financial assets with cash flows that are not
SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial
assets in order to generate cash flows. The business model determines whether cash flows will result
from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified
and measured at amortised cost are held within a business model with the objective to hold financial
assets in order to collect contractual cash flows, while financial assets classified and measured at fair
value through other comprehensive income are held within a business model with the objective of both
holding to collect contractual cash flows and selling. Financial assets which are not held within the
aforementioned business models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally
established by regulation or convention in the marketplace are recognized on the trade date, that is, the
date that the Group commits to purchase or sell the asset.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method
and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is
derecognized, modified or impaired.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial
position at fair value with net changes in fair value recognized in profit or loss.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar
financial assets) is primarily derecognized (i.e., removed from the Group’s consolidated statement of
financial position) when:
 the rights to receive cash flows from the asset have expired; or
 the Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under
a “pass-through” arrangement; and either (a) the Group has transferred substantially all the
risks and rewards of the asset, or (b) the Group has neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred control of the asset.
APPENDIX I ACCOUNTANTS’ REPORT
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When the Group has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of
ownership of the asset. When it has neither transferred nor retained substantially all the risks and
rewards of the asset, nor transferred control of the asset, the Group continues to recognize the
transferred asset to the extent of its continuing involvement. In that case, the Group also recognizes an
associated liability. The transferred asset and the associated liability are measured on a basis that
reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured
at the lower of the original carrying amount of the asset and the maximum amount of consideration that
the Group could be required to repay.
Impairment of financial assets
The Group recognizes an allowance for expected credit losses (“ ECLs”) for all debt instruments
not held at fair value through profit or loss. ECLs are based on the difference between the contractual
cash flows due in accordance with the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate. The expected cash flows will
include cash flows from the sale of collateral held or other credit enhancements that are integral to the
contractual terms.
General approach
ECLs are recognized in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12 months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the exposure, irrespective of
the timing of the default (a lifetime ECL).
At each reporting date, the Group assesses whether the credit risk on a financial instrument has
increased significantly since initial recognition. When making the assessment, the Group compares the
risk of a default occurring on the financial instrument as at the reporting date with the risk of a default
occurring on the financial instrument as at the date of initial recognition and considers reasonable and
supportable information that is available without undue cost or effort, including historical and
forward-looking information. The Group considers that there has been a significant increase in credit
risk when contractual payments are more than 30 days past due.
The Group considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when internal
or external information indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the Group. A financial asset
is written off when there is no reasonable expectation of recovering the contractual cash flows.
Financial assets at amortised cost are subject to impairment under the general approach and they
are classified within the following stages for measurement of ECLs except for trade receivables and
contract assets which apply the simplified approach as detailed below.
Stage 1 .................... Financial instruments for which credit risk has not increased
significantly since initial recognition and for which the loss
allowance is measured at an amount equal to 12- month ECLs
APPENDIX I ACCOUNTANTS’ REPORT
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Stage 2 .................... Financial instruments for which credit risk has increased
significantly since initial recognition but that are not
credit-impaired financial assets and for which the loss allowance
is measured at an amount equal to lifetime ECLs
Stage 3 .................... Financial assets that are credit-impaired at the reporting date (but
that are not purchased or originated credit-impaired) and for
which the loss allowance is measured at an amount equal to
lifetime ECLs
Simplified approach
For trade receivables and contract assets that do not contain a significant financing component or
when the Group applies the practical expedient of not adjusting the effect of a significant financing
component, the Group applies the simplified approach in calculating ECLs. Under the simplified
approach, the Group does not track changes in credit risk, but instead recognizes a loss allowance based
on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on
its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the
economic environment.
Classification as equity and financial liabilities
Debt and equity instruments are classified as either financial liabilities or as equity in accordance
with the substance of the contractual arrangements and the definitions of financial liability and equity
instrument.
A financial liability is any liability that is (a) a contractual obligation (i) to deliver cash or another
financial asset to another entity; or (ii) to exchange financial assets or financial liabilities with another
entity under conditions that are potentially unfavourable to the entity; or (b) a contract that will or may
be settled in the entity’s own equity instruments and is: (i) a non derivative for which the entity is or
may be obliged to deliver a variable number of the entity’s own equity instruments; or (ii) a derivative
that will or may be settled other than by the exchange of a fixed amount of cash or another financial
asset for a fixed number of the entity’s own equity instruments.
An equity instrument is any contract that evidences a residual interest in the assets of an entity
after deducting all of its liabilities.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value
through profit or loss, loans and borrowings, or payables, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and
borrowings and payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade payables, other payables and interest-bearing bank
borrowings.
APPENDIX I ACCOUNTANTS’ REPORT
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Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortised cost (trade and other payables, loans and borrowings)
After initial recognition, trade and financial liabilities at other payables and interest-bearing
borrowings are subsequently measured at amortised cost, using the effective interest rate method unless
the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses
are recognized in profit or loss when the liabilities are derecognized as well as through the effective
interest rate amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and
fees or costs that are an integral part of the effective interest rate. The effective interest rate
amortisation is included in finance costs in the statement of profit or loss.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or
cancelled, or expires.
When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and a recognition of a new liability,
and the difference between the respective carrying amounts is recognized in the statement of profit or
loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement
of financial position if there is a currently enforceable legal right to offset the recognized amounts and
there is an intention to settle on a net basis, or to realise the assets and settle the liabilities
simultaneously.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the
weighted average basis and, in the case of work in progress and finished goods, comprises direct
materials, direct labour and an appropriate proportion of overheads. Net realisable value is based on
estimated selling prices less any estimated costs to be incurred to completion and disposal.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and at
banks, and short-term highly liquid deposits with a maturity of generally within three months that are
readily convertible into known amounts of cash, subject to an insignificant risk of changes in value and
held for the purpose of meeting short-term cash commitments.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise
cash on hand and at banks, and short-term deposits as defined above, less bank overdrafts which are
repayable on demand and form an integral part of the Group’s cash management.
APPENDIX I ACCOUNTANTS’ REPORT
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Provisions
A provision is recognized when a present obligation (legal or constructive) has arisen as a result
of a past event and it is probable that a future outflow of resources will be required to settle the
obligation, provided that a reliable estimate can be made of the amount of the obligation.
When the effect of discounting is material, the amount recognized for a provision is the present
value at the end of the reporting period of the future expenditures expected to be required to settle the
obligation. The increase in the discounted present value amount arising from the passage of time is
included in finance costs in profit or loss.
The Group provides for maintenance services for certain solutions for a specific period, generally
within 1 year. Provision for these assurance-type warranties granted by the Group is recognized based
on experience of maintenance expense incurred. The provision of assurance-type warranties is set out in
note 24 to the Historical Financial Information.
The Group also provides related maintenance and upgrade services for a specific period (normally
1 to 3 years after the customer’s acceptance) after sale as stipulated in the same contract. These
maintenance and upgrade services are provided to maintain and improve the effectiveness of the
software and therefore are accounted for as a separate performance obligation. Revenue from the
provision of maintenance and upgrade services is deferred and recognized over the service period. A
contract liability is recognized for advances from the customer in which revenue has not yet been
recognized.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognized outside
profit or loss is recognized outside profit or loss, either in other comprehensive income or directly in
equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period, taking into consideration interpretations and
practices prevailing in the countries in which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the
reporting period between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss and does not give
rise to equal taxable and deductible temporary differences; and
 in respect of taxable temporary differences associated with investments in subsidiaries and
an associate, when the timing of the reversal of the temporary differences can be controlled
and it is probable that the temporary differences will not reverse in the foreseeable future.
APPENDIX I ACCOUNTANTS’ REPORT
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Deferred tax assets are recognized for all deductible temporary differences, and the carry forward
of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it
is probable that taxable profit will be available against which the deductible temporary differences, and
the carry forward of unused tax credits and unused tax losses can be utilised, except:
 when the deferred tax asset relating to the deductible temporary differences arises from the
initial recognition of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit or
loss and does not give rise to equal taxable and deductible temporary differences; and
 in respect of deductible temporary differences associated with investments in subsidiaries
and an associate, deferred tax assets are only recognized to the extent that it is probable that
the temporary differences will reverse in the foreseeable future and taxable profit will be
available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each the reporting period and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow
all or part of the deferred tax asset to be utilised. Unrecognized deferred tax assets are reassessed at the
end of each the reporting period and are recognized to the extent that it has become probable that
sufficient taxable profit will be available to allow all or part of the deferred tax assets to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted by the end of each of the reporting period.
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally
enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and
deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same
taxable entity or different taxable entities which intend either to settle current tax liabilities and assets
on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in
which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Government grants
Government grants are recognized at their fair value where there is reasonable assurance that the
grant will be received and all attaching conditions will be complied with. When the grant relates to an
expense item, it is recognized as income on a systematic basis over the periods that the costs, for which
it is intended to compensate, are expensed.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognized when control of goods or services is
transferred to the customers at an amount that reflects the consideration to which the Group expects to
be entitled in exchange for those goods or services.
When the consideration in a contract includes a variable amount, the amount of consideration is
estimated to which the Group will be entitled in exchange for transferring the goods or services to the
customer. The variable consideration is estimated at contract inception and constrained until it is highly
probable that a significant revenue reversal in the amount of cumulative revenue recognized will not
occur when the associated uncertainty with the variable consideration is subsequently resolved.
APPENDIX I ACCOUNTANTS’ REPORT
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When the contract contains a financing component which provides the customer with a significant
benefit of financing the transfer of goods or services to the customer for more than one year, revenue is
measured at the present value of the amount receivable, discounted using the discount rate that would
be reflected in a separate financing transaction between the Group and the customer at contract
inception. When the contract contains a financing component which provides the Group with a
significant financial benefit for more than one year, revenue recognized under the contract includes the
interest expense accreted on the contract liability under the effective interest method. For a contract
where the period between the payment by the customer and the transfer of the promised goods or
services is one year or less, the transaction price is not adjusted for the effects of a significant financing
component, using the practical expedient in IFRS 15.
(i) Standard AI computer vision solutions
Standard AI computer vision solutions mainly include standard algorithms without the requirement
for further development. In some industries and verticals, the standard AI computer vision solution is
separately sold, which constitutes a single performance obligation for these contracts. Revenue is
recognized at a point in time when solution is delivered to the customer’s designated place, inspected
and accepted by the customer because the standardized software has standalone functionality, and the
customer can use the software as it is available at a point in time.
(ii) Customized AI computer vision solutions
Customized AI computer vision solutions mainly include algorithms which require further
development. These sales contracts generally have a single performance obligation. Revenue is
recognized at a point in time when the customized AI computer vision solution is delivered to the
customer’s designated place, inspected and accepted by the customer.
(iii) Software-defined All-in-One AI solutions
Software-defined All-in-One AI solutions consist primarily the deployment of AI software,
software-embedded hardware, hardware infrastructures, and the provision of integration services and
standard warranty services, all of these services or products are highly interdependent and interrelated
with each other and represent multiple inputs to a combined output that is transferred to the customer.
Accordingly, the software-defined All-in-one AI solutions is accounted for as a single performance
obligation and is recognized at a point in time when it is delivered to the customer’s designated place,
inspected and accepted by the customer as a whole.
Certain contracts of Software-defined All-in-one AI solutions consist of provision of management
and operation service such as AI computer power operation services, software maintenance services or
other operating related services over a specified scheduled period, revenue is recognized over the
scheduled period based on input method since the customer simultaneously receives and consumes the
economic benefits provided by the Group.
Certain contact of Software-defined All in-one AI solutions consist of provision of research and
development support service such as on-site technical support service over a specified scheduled period.
Revenue is recognised in the point of time when the service is provided and accepted by the customers.
Variable consideration is included in the management and operation service contracts, it is
constrained untiled it is highly probable that a significant revenue reversal in the amount of cumulative
revenue recognized will not occur when the associated uncertainty with the variable consideration is
subsequently resolved. Revenue is recognized when the variable consideration is not constrained.
APPENDIX I ACCOUNTANTS’ REPORT
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Certain contracts of Software-defined All-in-One AI solutions consist of provision of extended
maintenance and upgrade services which are considered as a separate performance obligation. Revenue
is recognized over the scheduled period based on input method since the customer simultaneously
receives and consumes the benefits provided by the Group.
(iv) Large model solutions
The company fine-tunes general-purpose large foundation models by incorporating customers’
specific requirements, business and industry-specific knowledge. By integrating self-developed
multimodal large model capabilities and high-quality visual algorithms, it delivers enterprise-tailored
professional large model applications. The large model solutions are accounted for as a single
performance obligation and are recognized at a point in time when they are delivered to the customer’s
designated place, inspected and accepted by the customer as a whole.
(v) Others
Mainly hardware sales.
For the development and sale of AI solutions, the Group also provides related maintenance and
upgrade services for a specific period as stipulated in the sales contracts. The standard warranty
services whose periods are mainly less than 1 year should be regarded as part of the performance
obligation. Certain sales contracts contain provision of extended maintenance and upgrade services
which are considered as a separate performance obligation and the revenue is generally recognized over
the service period.
Other income
Interest income is recognized on an accrual basis using the effective interest method by applying
the rate that exactly discounts the estimated future cash receipts over the expected life of the financial
instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.
Contract assets
If the Group performs by transferring goods or services to a customer before being
unconditionally entitled to the consideration under the contract terms, a contract asset is recognized for
the earned consideration that is conditional. Contract assets are subject to impairment assessment,
details of which are included in the accounting policies for impairment of financial assets. They are
reclassified to trade receivables when the right to the consideration becomes unconditional.
Contract liabilities
A contract liability is recognized when a payment is received or a payment is due (whichever is
earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are
recognized as revenue when the Group performs under the contract (i.e., transfers control of the related
goods or services to the customer).
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Contract costs
Other than the costs which are capitalised as inventories, property, plant and equipment and
intangible assets, costs incurred to fulfil a contract with a customer are capitalised as an asset if all of
the following criteria are met:
(a) The costs relate directly to a contract or to an anticipated contract that the entity can
specifically identify;
(b) The costs generate or enhance resources of the entity that will be used in satisfying (or in
continuing to satisfy) performance obligations in the future; and
(c) The costs are expected to be recovered.
The capitalised contract costs are amortised and charged to profit or loss on a systematic basis
that is consistent with the transfer to the customer of the goods or services to which the asset relates.
Other contract costs are expensed as incurred.
Share-based payments
The Group operates share award schemes for the purpose of providing incentives and rewards to
eligible participants who contribute to the success of the Group’s operations. Employees (including
directors) of the Group receive remuneration in the form of share-based payments, whereby employees
render services as consideration for equity instruments (“ equity-settled transactions ”).
The cost of equity-settled transactions with employees is measured by reference to the fair value
at the date on which they are granted. The fair value of the share award granted is measured by
reference to the most recent equity transaction price near to the grant date of the share award. Further
details of the share award schemes are included in note 31 to the Historical Financial Information.
The cost of equity-settled transactions is recognized in employee benefit expense, together with a
corresponding increase in equity, over the period in which the performance and/or service conditions
are fulfilled. The cumulative expense recognized for equity-settled transactions at the end of each
reporting period until the vesting date reflects the extent to which the vesting period has expired and
the Group’s best estimate of the number of equity instruments that will ultimately vest. The charge or
credit to profit or loss for a period represents the movement in the cumulative expense recognized as at
the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the
grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the
Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance
conditions are reflected within the grant date fair value. Any other conditions attached to an award, but
without an associated service requirement, are considered to be non-vesting conditions. Non-vesting
conditions are reflected in the fair value of an award and lead to an immediate expensing of an award
unless there are also service and/or performance conditions.
For awards that do not ultimately vest because non-market performance and/or service conditions
have not been met, no expense is recognized. Where awards include a market or non-vesting condition,
the transactions are treated as vesting irrespective of whether the market or non-vesting condition is
satisfied, provided that all other performance and/or service conditions are satisfied.
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Where the terms of an equity-settled award are modified, as a minimum an expense is recognized
as if the terms had not been modified, if the original terms of the award are met. In addition, an
expense is recognized for any modification that increases the total fair value of the share-based
payments or is otherwise beneficial to the employee as measured at the date of modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of
cancellation, and any expense not yet recognized for the award is recognized immediately.
Other employee benefits
Pension scheme
The employees of the Group’s subsidiaries which operate in Chinese Mainland are required to
participate in a central pension scheme operated by the local municipal government. The subsidiaries
are required to contribute a certain percentage of their payroll costs to the central pension scheme. The
contributions are charged to profit or loss as they become payable in accordance with the rules of the
central pension scheme.
Termination benefits
Termination benefits are recognized at the earlier of when the Group can no longer withdraw the
offer of those benefits and when the Group recognizes restructuring costs involving the payment of
termination benefits.
Borrowing costs
All borrowing costs are expensed in the period in which they are incurred. Borrowing costs
consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Events after the reporting period
If the Group receives information after the reporting period, but prior to the date of authorisation
for issue, about conditions that existed at the end of the reporting period, it will assess whether the
information affects the amounts that it recognizes in its financial statements. The Group will adjust the
amounts recognized in its financial statements to reflect any adjusting events after the reporting period
and update the disclosures that relate to those conditions in light of the new information. For
non-adjusting events after the reporting period, the Group will not change the amounts recognized in its
financial statements but will disclose the nature of the non-adjusting events and an estimate of their
financial effects, or a statement that such an estimate cannot be made, if applicable.
Foreign currencies
The Historical Financial Information is presented in RMB, which is the Company’s functional
currency. Each entity in the Group determines its own functional currency and items included in the
financial statements of each entity are measured using that functional currency. Foreign currency
transactions recorded by the entities in the Group are initially recorded using their respective functional
currency rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in
foreign currencies are translated at the functional currency rates of exchange ruling at the end of the
reporting period. Differences arising on settlement or translation of monetary items are recognized in
profit or loss.
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Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates at the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date when the
fair value was measured. The gain or loss arising on translation of a non-monetary item measured at
fair value is treated in line with the recognition of the gain or loss on change in fair value of the item
(i.e., translation difference on the item whose fair value gain or loss is recognized in other
comprehensive income or profit or loss is also recognized in other comprehensive income or profit or
loss, respectively).
In determining the exchange rate on initial recognition of the related asset, expense or income on
the derecognition of a non-monetary asset or non-monetary liability relating to an advance
consideration, the date of initial transaction is the date on which the Group initially recognizes the
non-monetary asset or non-monetary liability arising from the advance consideration. If there are
multiple payments or receipts in advance, the Group determines the transaction date for each payment
or receipt of the advance consideration.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to
the carrying amounts of assets and liabilities arising on acquisition are treated as assets and liabilities
of the foreign operation and translated at the closing rate.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s Historical Financial Information requires management to make
judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets
and liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could result in outcomes that could require a
material adjustment to the carrying amounts of the assets or liabilities affected in the future.
Judgements
In the process of applying the Group’s accounting policies, management has made the following
judgements, apart from those involving estimations, which have the most significant effect on the
amounts recognized in the Historical Financial Information:
Identifying performance obligations in a bundled sale of industrial product
The Group sales Software-defied all-in-one AI products and large model solutions to its
customers. These industrial product with software installed or with integrated self-developed
multimodal large model capabilities and high-quality visual algorithms are highly interdependent and
highlight interrelated that result in a combined delivery to its customers. The Group would not be able
to transfer the software or the model alone to satisfy customer’s requirements. Consequently, the Group
has allocated the contract transaction price to the combined functional product.
Classification of financial assets
The classification of financial assets at initial recognition depends on the Group’s business model
for managing the financial assets. In determining the business model, the Group considers how the
performance of the business model and the financial assets held within that business model are
evaluated and reported to the Group’s key management personnel, the risks that affect the performance
of the business model (and the financial assets held within) and, in particular, the way those risks are
managed. In determining whether cash flows are going to be realised by collecting the financial assets’
contractual cash flows, it is necessary for the Group to consider the reason, timing, frequency, and
value of sales prior to the maturity date.
APPENDIX I ACCOUNTANTS’ REPORT
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Research and development expenses
All research costs are charged to profit or loss as incurred. Expenditure incurred on projects to
develop new products is capitalised and deferred only when the Group can demonstrate the technical
feasibility of completing the intangible asset so that it will be available for use or sale, its intention to
complete and its ability to use or sell the asset, how the asset will generate future economic benefits,
the availability of resources to complete the project and the ability to measure reliably the expenditure
during the development. Product development expenditure which does not meet these criteria is
expensed when incurred. Determining the amounts to be capitalised or expensed requires management
to make assumptions and judgements. In the opinion of management, during the Relevant Periods and
the Interim Comparative Financial Information, the criteria for capitalization of development costs were
not met and development expenditure were expensed.
Recognition of income taxes and deferred tax assets
Determining income tax provision involves judgement on the future tax treatment of certain
transactions and when certain matters relating to the income taxes have not been confirmed by the local
tax bureau. Management evaluates tax implications of transactions and tax provisions are set up
accordingly. The tax treatments of such transactions are reconsidered periodically to take into account
all changes in tax legislation.
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that
taxable profit will be available against which the losses can be utilised. Significant management
judgement is required to determine the amount of deferred tax assets that can be recognized, based
upon the likely timing and level of future taxable profits together with future tax planning strategies.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
end of reporting period, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year, are described below.
Provision against obsolete and slow-moving inventories
The Group reviews the condition of its inventories at the end of each reporting period and makes
provisions against obsolete and slow-moving inventory items which are identified as no longer suitable
for sale or use based on sales forecasts. Such sales forecasts are prepared based on agreements or
orders on hand and estimated sales in the foreseeable future based on historical experiences with its
customers and current market conditions of the AI industry. Management estimates the net realisable
value of those obsolete and slow-moving inventories based primarily on the latest invoice prices and
current market conditions. The estimation is reassessed at the end of each reporting period. The
provision against obsolete and slow-moving inventories requires the use of judgements and estimates.
Where the actual outcome or expectation in future is different from the original estimate, such
difference will impact the carrying value of inventories and the write-down of inventories recognized in
the periods in which such estimates have been changed.
Provision for expected credit losses on trade receivables and contract assets
The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets.
The provision rates are based on days past due for groupings of various customer segments that have
similar loss patterns.
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The provision matrix is initially based on the Group’s historical observed default rates. The Group
will calibrate the matrix to adjust the historical credit loss experience with forward-looking information.
For instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate
over the next year which can lead to an increased number of defaults in the manufacturing sector, the
historical default rates are adjusted. At each reporting date, the historical observed default rates are
updated and changes in the forward-looking estimates are analysed.
The assessment of the correlation among historical observed default rates, forecast economic
conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in
circumstances and forecast economic conditions. The Group’s historical credit loss experience and
forecast of economic conditions may also not be representative of a customer’s actual default in the
future. The information about the ECLs on the Group’s trade receivables and contract assets are
disclosed in note 18 and note 19 to the Historical Financial Information, respectively.
Leases — Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an
incremental borrowing rate (“ IBR”) to measure lease liabilities. The IBR is the rate of interest that the
Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary
to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The
IBR therefore reflects what the Group “would have to pay”, which requires estimation when no
observable rates are available (such as for subsidiaries that do not enter into financing transactions) or
when it needs to be adjusted to reflect the terms and conditions of the lease (for example, when leases
are not in the subsidiary’s functional currency). The Group estimates the IBR using observable inputs
(such as market interest rates) when available and is required to make certain entity-specific estimates
(such as the subsidiary’s stand-alone credit rating).
Impairment of non-financial assets
The Group assesses whether there are any indicators of impairment for all non-financial assets
(including the right-of-use assets) at the end of each of reporting period. Indefinite life intangible assets
are tested for impairment annually and at other times when such an indicator exists. Other non-financial
assets are tested for impairment when there are indicators that the carrying amounts may not be
recoverable. An impairment exists when the carrying value of an asset or a cash-generating unit exceeds
its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use.
The calculation of the fair value less costs of disposal is based on available data from binding sales
transactions in an arm’s length transaction of similar assets or observable market prices less incremental
costs for disposing of the asset. When value in use calculations are undertaken, management must
estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable
discount rate in order to calculate the present value of those cash flows.
4. OPERATING SEGMENT INFORMATION
For management purposes, the Group is not organised into business units based on their services
and products and only has one reportable operating segment.
The information reported to the directors, who are the chief operating decision makers, for the
purpose of resource allocation and performance assessment does not contain discrete operating segment
financial information and the directors reviewed the financial results of the Group as a whole.
Therefore, no further information about the operating segment is presented.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 341 ---
Geographical information
(a) Revenue from customers
All of the Group’s revenue from customers is generated in Chinese Mainland. Thus, no
geographical information is presented.
(b) Non-current assets
All of the Group’s non-current assets are located in Chinese Mainland. Thus, no geographical
information is presented.
Information about major customers
Revenue from each major customer which accounted for 10% or more of the Group’s revenue
during the Relevant Periods and the nine months ended 30 September 2024 is set out below:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Customer A ................... 11,413 ****
Customer B ................... * 59,034 * * *
Customer C ................... * * 62,122 * *
Customer D ................... * * * 10,323 *
Customer E ................... * * * 21,220 *
Customer F ................... * * * 10,153 *
* The corresponding revenue of these customers are not disclosed as the revenue individually did not account for 10% or
more of the Group’s revenue during the corresponding period.
5. REVENUE, OTHER INCOME AND GAINS
An analysis of revenue is as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue from contracts with customers ... 101,572 127,681 257,296 79,429 136,304
APPENDIX I ACCOUNTANTS’ REPORT
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Revenue from contracts with customers
(a) Disaggregated revenue information
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Types of goods or services
Standard AI computer vision solutions ... 11,035 12,332 45,261 18,435 28,463
Customized AI computer vision solutions . 14,600 11,252 40,487 15,994 30,744
Software-defined All-in-One AI solutions . 75,937 104,097 109,426 45,000 52,218
Large model solutions ............. — — 62,122 — 24,879
101,572 127,681 257,296 79,429 136,304
Timing of revenue recognition
Services transferred overtime ......... 4,726 9,598 9,427 2,078 8,902
Services or Goods transferred at a point in
time ...................... 96,846 118,083 247,869 77,351 127,402
Total revenue from contracts with
customers ................... 101,572 127,681 257,296 79,429 136,304
The following table shows the amounts of revenue recognized in the Relevant Periods and in the
period covered by the Interim Comparative Financial Information that were included in the contract
liabilities at the beginning of each of the Relevant Periods and recognized from performance
obligations satisfied in previous periods:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue recognized that was included in
contract liabilities at the beginning of the
reporting year/period:
Services and Goods .............. 11,755 7,418 28,053 25,579 13,694
(b) Performance obligations
Information about the Group’s performance obligations is summarised below:
a) Computer Vision Solutions
Standard Al computer vision solutions
The performance obligation is satisfied upon delivery of the Standard AI computer vision
solutions and payments of 10% to 30% of the contract value are generally due within 30 days of
contract signing, and the remaining payment is usually due 30 days after delivery and customer
acceptance.
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Customized AI computer vision solutions
The performance obligation is satisfied upon delivery of the customized AI computer vision
solutions and payments of 10% to 30% of the contract value are generally due within 30 days of
contract signing, and the remaining payment is usually due 30 days after delivery and customer
acceptance.
Software-defined All-in-one AI solutions
The performance obligation is satisfied upon delivery of the software-defined All-in-one AI
solutions and payments of 10% to 30% of the contract value are generally due within 30 days of
contract signing, and the remaining payment is usually due 30 days after delivery and customer
acceptance.
The performance obligation of management and operation service is satisfied overtime as services
are rendered and payment is generally due upon completion of service and customer acceptance.
b) Large model solutions
The performance obligation is satisfied upon delivery of the large model solutions and payments
of 10% to 30% of the contract value are generally due within 30 days of contract signing, and the
remaining payment is usually due 30 days after delivery and customer acceptance.
Other income and gains
An analysis of other income and gains is as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Other income
Interest income ................. 40 359 228 137 152
Government grants* .............. 2,938 7,271 1,564 1,264 4,090
Investment income ............... 7,210 3,269 3,185 3,211 1,882
Others ...................... 62 147 163 163 143
Gains
Fair value gain on financial assets at fair
value through profit or loss ........ — 965 1,712 869 1,844
Foreign exchange gains, net ......... 510 181 159 — —
10,760 12,192 7,011 5,644 8,111
* The Group has received certain government grants related to income that are receivable as compensation for expenses or
losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs.
Such grants are recognized in profit or loss in the period in which they become receivable.
APPENDIX I ACCOUNTANTS’ REPORT
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6. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest on bank loans ............. — 486 544 324 1,398
Interest on discounted notes ......... — — 460 459 —
Interest on lease liabilities .......... 377 180 368 252 384
Others ...................... ————3 8
377 666 1,372 1,035 1,820
For the details of pre-IPO investments, please refer to note 29 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
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7. PROFIT/(LOSS) BEFORE TAX
The Group’s profit/(loss) before tax is arrived at after charging/(crediting):
Y ear ended 31 December
Nine months ended
30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cost of inventories and services sold* . 70,490 94,605 153,817 48,262 75,160
Research and development costs .... 35,200 36,568 44,821 24,137 46,860
Depreciation of property, plant and
equipment** .............. 13 2,921 1,985 1,745 1,271 1,088
Depreciation of right-of-use assets** . 14 3,852 3,783 2,719 2,183 1,884
Share-based payment expenses ..... 31 7,791 11,853 11,786 8,803 9,288
Listing expenses ............. ———— 15,067
Auditor’s remuneration ......... 1,538 1,323 83 14 187
Employee benefit expenses (excluding
directors’ and chief executive’s
remuneration
(note 8) )
— Wages and salaries .......... 65,001 65,204 59,804 49,305 45,851
— Pension scheme contributions .... 5,083 5,523 5,605 1,511 1,599
Foreign exchange differences, net ... (510) (181) (159) 99 126
Impairment of financial and
contract assets, net:
Impairment of trade receivables .... 18 142 1,896 4,977 2,263 2,654
(Reversal of impairment)/impairment
of bills receivables ........... 18 (94) 3 139 75 (138)
(Reversal of impairment)/impairment
included in prepayments, other
receivables and other assets ..... 20 (41) (6) (26) 256 160
(Reversal of impairment)/impairment
of contract assets ........... 19 (4) 74 495 30 19
Write-down of inventories to net
realisable value* ............ 458 1,187 5,400 4,421 495
Product warranty provision*** .... 1,144 531 2,420 1,218 1,042
Fair value losses/(gains), net:
Fair value assets at fair value through
profit or loss**** ........... 429 (965) (1,712) (869) (1,844)
* The amounts disclosed for cost of inventories sold included the write-down of inventories to net realisable value.
** The depreciation of property, plant and equipment, amortisation of intangible assets, and right-of-use assets are included in
“Cost of sales”, “Selling and distribution expenses”, “Administrative expenses”, and “Research and development expenses”
in profit or loss income.
*** The amounts are included in “cost of sales” in profit or loss.
**** The amounts are included in “other income and gains” and “other expense” in profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
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8. DIRECTORS’ AND INDEPENDENT DIRECTORS’ REMUNERATION
Directors’ and independent directors’ remuneration as recorded during the Relevant Periods and
the nine months ended 30 September 2024, disclosed pursuant to section 383(1) of the Hong Kong
Companies Ordinance and Part 2 of the Companies (Disclosure of Information about Benefits of
Directors) Regulation, is set out below:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Fees ....................... — 162 240 180 180
Other emoluments:
Salaries, bonuses, allowances and benefits
in kind .................... 2,793 2,446 1,981 1,933 1,663
Pension scheme contributions ......... 328 306 298 25 26
Share-based payment expenses ........ 340 195 123 92 (470)
Subtotal ..................... 3,461 2,947 2,402 2,050 1,219
Total ....................... 3,461 3,109 2,642 2,230 1,399
(a) Independent directors
The fees paid to independent directors during the Relevant Periods and the nine months ended 30
September 2024 were as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Mr. Li Changzhen ............... —5 48 06 06 0
Dr. Liu Shijie .................. —5 48 06 06 0
Dr. Niu Baozhuang ............... —5 48 06 06 0
Total ....................... — 162 240 180 180
The independent directors of the Company were appointed in April 2023.
There was no arrangement under which an independent director waived or agreed to waive any
remuneration during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Directors and independent directors
Y ear ended 31 December 2022
Fees
Salaries,
bonuses,
allowances and
benefits in kind
Pension scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Directors:
Mr. Chan Chan Kit (note (i)) ....... — 623 63 — 686
Ms. Luo Yun (note (ii)) ........... — 750 63 — 813
Ms. Liu Ruoshui (note (ii)) ........ — 555 63 217 835
Mr. Huang He (note (ii)) .......... — 547 75 123 745
Mr. Chen Shuo (note (ii)) ......... — 318 64 — 382
Subtotal .................... — 2,793 328 340 3,461
Independent directors:
Mr. Li Changzhen (note (iii)) ....... —————
Dr. Liu Shijie (note (iii)) .......... —————
Dr. Niu Baozhuang (note (iii)) ....... —————
Subtotal .................... —————
Total ....................... — 2,793 328 340 3,461
Y ear ended 31 December 2023
Fees
Salaries,
bonuses,
allowances and
benefits in kind
Pension scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Directors:
Mr. Chan Chan Kit (note (i)) ....... — 627 68 — 695
Ms. Luo Yun (note (ii)) ........... — 710 68 — 778
Mr. Huang He (note (ii)) .......... — 627 79 123 829
Ms. Liu Ruoshui (note (ii)) ........ — 114 23 72 209
Mr. Chen Shuo (note (ii)) ......... — 368 68 — 436
Subtotal .................... — 2,446 306 195 2,947
Independent directors:
Mr. Li Changzhen (note (iii)) ....... 54 — — — 54
Dr. Liu Shijie (note (iii)) .......... 54 — — — 54
Dr. Niu Baozhuang (note (iii)) ....... 54 — — — 54
Subtotal .................... 162 — — — 162
Total ....................... 162 2,446 306 195 3,109
APPENDIX I ACCOUNTANTS’ REPORT
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Y ear ended 31 December 2024
Fees
Salaries,
bonuses,
allowances and
benefits in kind
Pension scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Directors:
Mr. Chan Chan Kit (note (i)) ....... — 538 72 — 610
Ms. Luo Yun (note (ii)) ........... — 589 72 — 661
Mr. Huang He (note (ii)) .......... — 521 82 123 726
Mr. Chen Shuo (note (ii)) ......... — 333 72 — 405
Subtotal .................... — 1,981 298 123 2,402
Independent directors:
Mr. Li Changzhen (note (iii)) ....... 80 — — — 80
Dr. Liu Shijie (note (iii)) .......... 80 — — — 80
Dr. Niu Baozhuang (note (iii)) ....... 80 — — — 80
Subtotal .................... 240 — — — 240
Total ....................... 240 1,981 298 123 2,642
Nine months ended 30 September 2025
Fees
Salaries,
bonuses,
allowances and
benefits in kind
Pension scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Directors:
Mr. Chan Chan Kit (note (i)) ....... — 527 7 — 534
Ms. Luo Yun (note (ii)) ........... — 563 7 — 570
Mr. Huang He (note (ii)) .......... — 213 5 (470) (252)
Mr. Chen Shuo (note (ii)) ......... — 360 7 — 367
Subtotal .................... — 1,663 26 (470) 1,219
Independent directors:
Mr. Li Changzhen (note (iii)) ....... 60 — — — 60
Dr. Liu Shijie (note (iii)) .......... 60 — — — 60
Dr. Niu Baozhuang (note (iii)) ....... 60 — — — 60
Subtotal .................... 180 — — — 180
Total ....................... 180 1,663 26 (470) 1,399
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 349 ---
Nine months ended 30 September 2024 (Unaudited)
Fees
Salaries,
bonuses,
allowances and
benefits in kind
Pension scheme
contributions
Share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Directors:
Mr. Chan Chan Kit (note (i)) ....... — 520 4 — 524
Ms. Luo Yun (note (ii)) ........... — 542 5 — 547
Mr. Huang He (note (ii)) .......... — 480 11 92 583
Mr. Chen Shuo (note (ii)) ......... — 391 5 — 396
Subtotal .................... — 1,933 25 92 2,050
Independent directors:
Mr. Li Changzhen (note (iii)) ....... 60 — — — 60
Dr. Liu Shijie (note (iii)) .......... 60 — — — 60
Dr. Niu Baozhuang (note (iii)) ....... 60 — — — 60
Subtotal .................... 180 — — — 180
Total ....................... 180 1,933 25 92 2,230
Notes:
(i) Mr. Chan Chan Kit was appointed as a director in July 2016.
(ii) Ms. Liu Ruoshui was appointed as a director of the Company with effect from August 2019 to April 2023. Ms. Luo Yun,
Mr. Huang He, Mr. Chen Shuo, were appointed as directors of the Company with effect from April 2023, and Mr. Huang
He resigned on 30 April 2025.
(iii) Mr. Li Changzhen, Mr. Liu Shijie and Mr. Niu Baozhuang were appointed as independent directors of the Company with
effect from April 2023.
During the Relevant Periods and the nine months ended 30 September 2024, the Company’s shares
were granted to certain directors through share incentive platforms, further details of which are
included in the disclosures in note 31 to the Historical Financial Information. The fair value of such
awarded shares, which has been recognized in profit or loss, was determined at the date of grant and
the amounts included in the Historical Financial Information for the Relevant Periods are included in
the above directors’ remuneration disclosures.
APPENDIX I ACCOUNTANTS’ REPORT
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9. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees during the Relevant Periods and the nine months ended 30
September 2024 included one, one, two, zero and zero directors, respectively, details of whose
remuneration are set out in note 8 above. Details of the remuneration for the remaining four, four, three,
five and five highest paid employees who are neither a director nor chief executive of the Company
during the Relevant Periods are as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, bonuses, allowances and benefits
in kind .................... 1,754 1,142 360 2,252 2,043
Pension scheme contributions ......... 1 5 7 1 1 45 22 12 7
Share-based payment expenses ........ 2,939 7,520 7,367 6,051 7,230
4,850 8,776 7,779 8,324 9,300
The numbers of non-director and non-chief executive highest paid employees whose remuneration
fell within the following bands are as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
Number of employees Number of employees
(Unaudited)
Below HKD1,000,000 ............. —————
HKD1,000,001 to HKD1,500,000 ...... 31 —12
HKD1,500,001 to HKD2,000,000 ...... 1—— 2—
HKD2,000,001 to HKD2,500,000 ...... — — —22
HKD2,500,001 to HKD3,000,000 ...... — 2 3——
HKD3,000,001 to HKD4,000,000 ...... ———— 1
HKD4,000,001 to HKD4,500,000 ...... — 1———
44355
During the Relevant Periods and the nine months ended 30 September 2024, the Company’s shares
were granted to qualified non-director and non-chief executive highest paid employees in respect of
their services to the Group, further details of which are included in the disclosures in note 31 to the
Historical Financial Information. The fair value of such shares, which has been recognized in profit or
loss over the vesting period, was determined as at the date of grant and the amounts included in the
Historical Financial Information for the Relevant Periods and the nine months ended 30 September
2024 are included in the above non-director and non-chief executive highest paid employee’s
remuneration disclosures.
APPENDIX I ACCOUNTANTS’ REPORT
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10. INCOME TAX
The Group is subject to income tax on an entity basis on profits arising in or derived from the
jurisdictions in which members of the Group are domiciled and operate.
Chinese Mainland
The provision for corporate income tax in Chinese Mainland is based on the statutory rate of 25%
of the taxable profits determined in accordance with the People’s Republic of China Corporate Income
Tax Law which was approved and became effective on 1 January 2008.
The Company was approved as a High and New Technology Enterprise and entitled to a
preferential income tax rate of 15% during the Relevant Periods and the nine months ended 30
September 2024. This qualification is subject to review by the relevant tax authority in the People’s
Republic of China every three years.
Hong Kong
During the Relevant Periods and the nine months ended 30 September 2024,the Hong Kong
subsidiary, Hong Kong Vision Technology Co., Ltd., is a qualifying entity under the two-tiered profits
tax rates regime. The first HKD$2,000,000 of assessable profits of this subsidiary are taxed at 8.25%
and the remaining assessable profits are taxed at 16.5%.
The income tax expense/(credit) of the Group for the Relevant Periods and the nine months ended
30 September 2024 is analysed as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current income tax ............... 104 221 702 216 37
Deferred income tax .............. — — (4,485) (4,209) (665)
Total tax charge/(credit) for the year .... 104 221 (3,783) (3,993) (628)
APPENDIX I ACCOUNTANTS’ REPORT
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A reconciliation of the expected income tax calculated at the preferential tax rate and profit/loss
before income tax, to the actual income tax at the effective tax rate is as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
(Loss)/profit before tax ............ (60,618) (56,025) 4,925 (31,134) (36,924)
Tax charge at the preferential tax rate of
15% ..................... (9,093) (8,404) 739 (4,670) (5,539)
Entities entitled to lower statutory income
tax rate .................... 1,702 963 534 1,677 (515)
Adjusting prior-year income tax ....... — — — (78) (365)
Additional deductible allowance for
qualified research and development
expenses ................... (2,435) (4,961) (6,324) (3,359) (6,835)
Temporary differences and tax losses not
recognized .................. 8,651 9,511 6,132 2,137 10,875
Tax losses utilised from previous
year/period .................. (38) — (6,888) (84) (26)
Deferred tax from prior years recognized in
the current year/period ........... — — — (923) —
Expenses not deductible for tax ....... 1,317 3,112 2,024 1,307 1,777
Tax charge at the Group’s effective tax
rate ...................... 104 221 (3,783) (3,993) (628)
Based on Public Notice 2022 No. 28 issued by the State Tax Bureau of the People’s Republic of
China on 22 September 2022, the enterprises originally eligible for an additional 75% deduction of
eligible research and development expenses could further enjoy an increased super deduction ratio of
100% from 1 October 2022 to 31 December 2022 (i.e., the fourth quarter of 2022). Furthermore, based
on Public Notice 2023 No. 7 issued by the State Tax Bureau of the PRC on 26 March 2023, the
enterprises were eligible for a 100% deduction of eligible research and development expenses from 1
January 2023. The Company has claimed such additional super deduction during the Relevant Periods
and the nine months ended 30 September 2024.
11. DIVIDENDS
No dividend was paid or declared by the Company during the Relevant Periods and the nine
months ended 30 September 2024.
12. EARNINGS/LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF
THE PARENT
The calculation of the basic earnings/loss per share amounts is based on the profit/loss attributable
to ordinary equity holders of the parent and the weighted average number of ordinary shares in issue
during the Relevant Periods and the nine months ended 30 September 2024. The weighted average
number of ordinary shares in issue for 2022 before the conversion into a joint stock company was
determined by assuming that the paid-in capital had been fully converted into share capital at the same
conversion ratio of 1:0.03464587 as applied upon the transformation into a joint stock company in April
2023.
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 353 ---
No adjustment has been made to the basic earnings/loss per share amounts presented for the
Relevant Periods and the nine months ended 30 September 2024 in respect of a dilution as the Group
had no potentially dilutive ordinary shares in issue.
The calculation of basic and diluted earnings/loss per share is based on:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
(Unaudited)
Loss/profit
(Loss)/profit attributable to ordinary equity
holders of the parent, used in the basic
earnings per share calculation
(RMB’000) .................. (60,855) (56,232) 8,683 (27,167) (36,298)
Shares
Weighted average number of ordinary
shares in issue during the year/period,
used in the basic loss per share
calculation .................. 69,086,025 100,000,000 100,047,647 100,000,000 100,434,783
For details of the pre-IPO investments, please refer to Note 29 to this report.
13. PROPERTY, PLANT AND EQUIPMENT
The Group
Electronic
equipment and
others
Leasehold
improvements
Construction in
progress Total
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2022
At 1 January 2022
Cost ........................... 2,912 4,181 1,894 8,987
Accumulated depreciation ........... (1,315) (2,019) — (3,334)
Net carrying amount ............... 1,597 2,162 1,894 5,653
At 1 January 2022, net of accumulated
depreciation ................... 1,597 2,162 1,894 5,653
Additions ....................... 487 230 100 817
Transfer ........................ — 1,994 (1,994) —
Disposals ....................... (8) — — (8)
Depreciation provided during the year .. (778) (2,143) — (2,921)
At 31 December 2022, net of
accumulated depreciation .......... 1,298 2,243 — 3,541
At 31 December 2022
Cost ........................... 3,391 6,405 — 9,796
Accumulated depreciation ........... (2,093) (4,162) — (6,255)
Net carrying amount ............... 1,298 2,243 — 3,541
APPENDIX I ACCOUNTANTS’ REPORT
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The Group
Electronic
equipment and
others
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023
Cost ............................... 3,391 6,405 9,796
Accumulated depreciation ............... (2,093) (4,162) (6,255)
Net carrying amount ................... 1,298 2,243 3,541
At 1 January 2023, net of accumulated
depreciation ....................... 1,298 2,243 3,541
Additions ........................... 22 121 143
Disposals ........................... (11) — (11)
Depreciation provided during the year ...... (746) (1,239) (1,985)
At 31 December 2023, net of accumulated
depreciation ....................... 563 1,125 1,688
At 31 December 2023
Cost ............................... 3,402 6,526 9,928
Accumulated depreciation ............... (2,839) (5,401) (8,240)
Net carrying amount ................... 563 1,125 1,688
The Group
Electronic
equipment and
others
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024
Cost ............................... 3,402 6,526 9,928
Accumulated depreciation ............... (2,839) (5,401) (8,240)
Net carrying amount ................... 563 1,125 1,688
At 1 January 2024, net of accumulated
depreciation ....................... 563 1,125 1,688
Additions ........................... 183 2,840 3,023
Disposals ........................... ———
Depreciation provided during the year ...... (368) (1,377) (1,745)
At 31 December 2024, net of accumulated
depreciation ....................... 378 2,588 2,966
At 31 December 2024
Cost ............................... 3,585 9,366 12,951
Accumulated depreciation ............... (3,207) (6,778) (9,985)
Net carrying amount ................... 378 2,588 2,966
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 355 ---
The Group
Electronic
equipment and
others
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000
30 September 2025
At 1 January 2025
Cost ............................... 3,585 9,366 12,951
Accumulated depreciation ............... (3,207) (6,778) (9,985)
Net carrying amount ................... 378 2,588 2,966
At 1 January 2025, net of accumulated
depreciation ....................... 378 2,588 2,966
Additions ........................... 55 966 1,021
Depreciation provided during the period .... (129) (959) (1,088)
At 30 September 2025, net of accumulated
depreciation ....................... 304 2,595 2,899
At 30 September 2025
Cost ............................... 3,461 10,332 13,793
Accumulated depreciation ............... (3,157) (7,737) (10,894)
Net carrying amount ................... 304 2,595 2,899
The Company
Electronic
equipment and
others
Leasehold
improvements
Construction in
progress Total
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2022
At 1 January 2022
Cost ........................... 2,447 3,755 1,894 8,096
Accumulated depreciation ........... (1,197) (1,959) — (3,156)
Net carrying amount ............... 1,250 1,796 1,894 4,940
At 1 January 2022, net of accumulated
depreciation ................... 1,250 1,796 1,894 4,940
Additions ....................... 495 231 100 826
Transfer ........................ — 1,994 (1,994) —
Disposals ....................... (142) — — (142)
Depreciation provided during the year .. (513) (1,778) — (2,291)
At 31 December 2022, net of
accumulated depreciation .......... 1,090 2,243 — 3,333
At 31 December 2022
Cost ........................... 2,800 5,980 — 8,780
Accumulated depreciation ........... (1,710) (3,737) — (5,447)
Net carrying amount ............... 1,090 2,243 — 3,333
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 356 ---
Electronic
equipment and
others
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023
Cost ............................... 2,800 5,980 8,780
Accumulated depreciation ............... (1,710) (3,737) (5,447)
Net carrying amount ................... 1,090 2,243 3,333
At 1 January 2023, net of accumulated
depreciation ....................... 1,090 2,243 3,333
Additions ........................... 35 — 35
Disposals ........................... (53) — (53)
Depreciation provided during the year ...... (595) (1,218) (1,813)
At 31 December 2023, net of accumulated
depreciation ....................... 477 1,025 1,502
At 31 December 2023
Cost ............................... 2,782 2,851 5,633
Accumulated depreciation ............... (2,305) (1,826) (4,131)
Net carrying amount ................... 477 1,025 1,502
31 December 2024
At 1 January 2024
Cost ............................... 2,782 2,851 5,633
Accumulated depreciation ............... (2,305) (1,826) (4,131)
Net carrying amount ................... 477 1,025 1,502
At 1 January 2024, net of accumulated
depreciation ....................... 477 1,025 1,502
Additions ........................... 204 2,840 3,044
Depreciation provided during the year ...... (338) (1,277) (1,615)
At 31 December 2024, net of accumulated
depreciation ....................... 343 2,588 2,931
At 31 December 2024
Cost ............................... 2,986 5,691 8,677
Accumulated depreciation ............... (2,643) (3,103) (5,746)
Net carrying amount ................... 343 2,588 2,931
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 357 ---
Electronic
equipment and
others
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000
30 September 2025
At 1 January 2025
Cost ............................... 2,986 5,691 8,677
Accumulated depreciation ............... (2,643) (3,103) (5,746)
Net carrying amount ................... 343 2,588 2,931
At 1 January 2025, net of accumulated
depreciation ....................... 343 2,588 2,931
Depreciation provided during the period .... (66) 8 (58)
At 30 September 2025, net of accumulated
depreciation ....................... 277 2,596 2,873
At 30 September 2025
Cost ............................... 3,040 10,333 13,373
Accumulated depreciation ............... (2,763) (7,737) (10,500)
Net carrying amount ................... 277 2,596 2,873
APPENDIX I ACCOUNTANTS’ REPORT
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14. LEASES
The Group as a lessee
The Group has lease contracts for various buildings. Leases of buildings generally have lease
terms between 3 and 5 years.
(a) Right-of-use assets
The carrying amounts of right-of-use assets and the movements during the Relevant Periods are as
follows:
The Group
Buildings Total
RMB’000 RMB’000
At 1 January 2022 .................................. 8,696 8,696
Additions ......................................... 237 237
Depreciation charge ................................. (3,852) (3,852)
Other reduction-early termination ....................... (218) (218)
At 31 December 2022 ................................ 4,863 4,863
At 1 January 2023 .................................. 4,863 4,863
Additions ......................................... ——
Depreciation charge ................................. (3,783) (3,783)
Other reduction-early termination ....................... ——
At 31 December 2023 ................................ 1,080 1,080
At 1 January 2024 .................................. 1,080 1,080
Additions ......................................... 10,715 10,715
Depreciation charge ................................. (2,719) (2,719)
Other reduction-early termination ....................... (147) (147)
At 31 December 2024 ................................ 8,929 8,929
At 1 January 2025 .................................. 8,929 8,929
Additions ......................................... 5,906 5,906
Depreciation charge ................................. (1,884) (1,884)
At 30 September 2025 ............................... 12,951 12,951
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 359 ---
The Company
Buildings Total
RMB’000 RMB’000
At 1 January 2022 .................................. 8,338 8,338
Additions ......................................... ——
Depreciation charge ................................. (3,706) (3,706)
Other reduction-early termination ....................... ——
At 31 December 2022 ................................ 4,632 4,632
At 1 January 2023 .................................. 4,632 4,632
Additions ......................................... ——
Depreciation charge ................................. (3,706) (3,706)
Other reduction-early termination ....................... ——
At 31 December 2023 ................................ 926 926
At 1 January 2024 .................................. 926 926
Additions ......................................... 10,715 10,715
Depreciation charge ................................. (2,712) (2,712)
Other reduction-early termination ....................... ——
At 31 December 2024 ................................ 8,929 8,929
At 1 January 2025 .................................. 8,929 8,929
Additions ......................................... 5,906 5,906
Depreciation charge ................................. (1,884) (1,884)
At 30 September 2025 ............................... 12,951 12,951
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 360 ---
(b) Lease liabilities
The carrying amounts of lease liabilities and the movements during the Relevant Periods are as
follows:
The Group
Y ear ended 31 December
Nine months
ended
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount at 1 January ........ 10,052 5,869 1,325 9,898
Additions ....................... 237 — 10,715 5,906
Accretion of interest recognized during
the year/period ................. 377 180 368 384
Other reduction-early termination ..... (247) — (155) —
Lease payment ................... (4,550) (4,724) (2,355) (1,410)
Carrying amount at 31 December/
30 September .................. 5,869 1,325 9,898 14,778
Analysed into:
Current portion ................. 4,061 1,242 2,116 3,065
Non-current portion .............. 1,808 83 7,782 11,713
The Company
Y ear ended 31 December
Nine months
ended
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount at 1 January ........ 9,680 5,631 1,163 9,898
Additions ....................... — — 10,714 5,906
Accretion of interest recognized during
the year/period ................. 328 168 368 384
Other reduction-early termination ..... ————
Lease payment ................... (4,377) (4,636) (2,347) (1,410)
Carrying amount at 31 December/
30 September .................. 5,631 1,163 9,898 14,778
Analysed into:
Current portion ................. 3,982 1,163 2,116 3,065
Non-current portion .............. 1,649 — 7,782 11,713
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 361 ---
(c) The amounts recognized in profit or loss in relation to leases are as follows:
The Group
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
(Gains)/losses on early termination of
leases ..................... (29) — (8) (8) —
Interest on lease liabilities .......... 377 180 368 252 384
Depreciation charge of right-of-use assets . 3,852 3,783 2,719 2,183 1,884
Total amount recognized in profit or loss .. 4,200 3,963 3,079 2,427 2,268
The Company
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
(Gains)/losses on early termination of
leases ..................... —————
Interest on lease liabilities .......... 328 168 368 252 384
Depreciation charge of right-of-use assets . 3,706 3,706 2,712 2,177 1,884
Total amount recognized in profit or loss .. 4,034 3,874 3,080 2,429 2,268
15. INVENTORIES
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract performance costs ......... 18,641 36,963 43,916 41,098
Finished goods .................. 2,106 6,667 1,268 1,758
Goods in transit .................. 65 122 168 308
Subtotal ........................ 20,812 43,752 45,352 43,164
Less: inventory provision ........... 1,265 2,026 6,775 7,103
Total .......................... 19,547 41,726 38,577 36,061
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 362 ---
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract performance costs ......... 13,990 28,114 43,710 40,592
Finished goods .................. 1,277 6,030 631 913
Goods in transit .................. 65 122 168 308
Subtotal ........................ 15,333 34,265 44,509 41,813
Less: inventory provision ........... 464 1,155 6,137 6,465
Total .......................... 14,869 33,111 38,372 35,348
16. DEFERRED TAX
The movements in deferred tax liabilities and assets during the Relevant Periods are as follows:
Deferred tax assets
The Group
Impairment
of financial
assets
Impairment
of Contract
Asset
Leases
liabilities
Write-down
of
inventories
Provision of
warrants
Unrealized
internal
transactions
Government
grant Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 ........... 94 4 4,251 333 34 — — 4,716
(Debited)/credited to profit or loss .... (37) (1) (3,719) (278) 25 — — (4,010)
As at 31 December 2022 .......... 57 3 532 55 59 — — 706
As at 31 December 2022 and 1 January
2023 ................... 57 3 532 55 59 — — 706
Credited/(debited) to profit or loss ..... 21 1 (493) (13) (23) — 61 (446)
As at 31 December 2023 .......... 78 4 39 42 36 — 61 260
As at 31 December 2023 and 1 January
2024 .................. 78 4 39 42 36 — 61 260
Credited to profit or loss .......... 896 84 1,446 911 276 — 2,321 5,934
As at 31 December 2024 .......... 974 88 1,485 953 312 — 2,382 6,194
As at 31 December 2024 and 1 January
2025 .................. 974 88 1,485 953 312 — 2,382 6,194
Credited/(debited) to profit or loss ..... 524 (2) 732 49 123 77 42 1,545
As at 30 September 2025 .......... 1,498 86 2,217 1,002 435 77 2,424 7,739
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 363 ---
The Company
Impairment
of financial
assets
Impairment
of Contract
Asset
Leases
liabilities
Write-down
of
inventories
Provision of
warrants
Government
grant Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 .................. 86 3 4,119 332 34 — 4,574
(Debited)/credited to profit or loss ............ (29) — (3,587) (288) 25 — (3,879)
As at 31 December 2022 ................ 57 3 532 44 59 — 695
As at 31 December 2022 and 1 January 2023 ...... 57 3 532 44 59 — 695
Credited/(debited) to profit or loss ............ 17 — (493) (5) (23) 61 (443)
As at 31 December 2023 ................ 7 4 33 93 93 66 1 2 5 2
As at 31 December 2023 and 1 January 2024 ...... 7 4 33 93 93 66 1 2 5 2
Credited to profit or loss ................ 821 84 1,446 881 276 2,321 5,829
As at 31 December 2024 ................ 895 87 1,485 920 312 2,382 6,081
As at 31 December 2024 and 1 January 2025 ...... 895 87 1,485 920 312 2,382 6,081
Credited/(debited) to profit or loss ............ 328 (4) 732 50 109 42 1,257
As at 30 September 2025 ................ 1,223 83 2,217 970 421 2,424 7,338
Deferred tax liabilities
The Group
Right-of-use assets
Fair value
adjustments Total
RMB’000 RMB’000 RMB’000
As at 1 January 2022 .................. 4,701 15 4,716
(Credited) to profit or loss .............. (3,995) (15) (4,010)
As at 31 December 2022 ................ 706 — 706
As at 31 December 2022 and 1 January 2023 . 706 — 706
(Credited)/debited to profit or loss ......... (559) 113 (446)
As at 31 December 2023 ................ 147 113 260
As at 31 December 2023 and 1 January 2024 . 147 113 260
Debited to profit or loss ................ 1,193 256 1,449
As at 31 December 2024 ................ 1,340 369 1,709
As at 31 December 2024 and 1 January 2025 . 1,340 369 1,709
Debited to profit or loss ................ 603 277 880
As at 30 September 2025 ............... 1,943 646 2,589
APPENDIX I ACCOUNTANTS’ REPORT
– I-57 –


--- page 364 ---
The Company
Right-of-use assets
Fair value
adjustments Total
RMB’000 RMB’000 RMB’000
As at 1 January 2022 .................. 4,568 7 4,575
(Credited) to profit or loss .............. (3,873) (7) (3,880)
As at 31 December 2022 ................ 695 — 695
As at 31 December 2022 and 1 January 2023 . 695 — 695
(Credited)/debited to profit or loss ......... (556) 113 (443)
As at 31 December 2023 ................ 139 113 252
As at 31 December 2023 and 1 January 2024 . 139 113 252
Debited to profit or loss ................ 1,200 256 1,456
As at 31 December 2024 ................ 1,339 369 1,708
As at 31 December 2024 and 1 January 2025 . 1,339 369 1,708
Debited to profit or loss ................ 604 277 881
As at 30 September 2025 ............... 1,943 646 2,589
For presentation purposes, certain deferred tax assets and liabilities have been offset in the
statement of financial position. The following is an analysis of the deferred tax balances of the Group
and the Company for financial reporting purposes:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Net deferred tax assets recognized in
the consolidated statement of
financial position ................ — — 4,485 5,150
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Net deferred tax assets recognized in
the consolidated statement of
financial position ................ — — 4,373 4,749
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 365 ---
Deferred tax assets have not been recognized in respect of the following items:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Tax losses ...................... 70,058 149,516 102,216 153,784
Deductible temporary differences ...... 4,855 11,649 53,569 77,991
74,913 161,165 155,785 231,775
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Tax losses ...................... 54,290 127,659 83,874 138,567
Deductible temporary differences ...... 3,235 8,530 44,175 59,542
57,525 136,189 128,049 198,109
The Group has accumulated tax losses in Chinese Mainland of RMB70,058,000,
RMB149,516,000, RMB102,216,000 and RMB153,784,000 in aggregate as at 31 December 2022, 2023,
2024 and 30 September 2025, respectively, which will expire in one to ten years to offset against future
taxable profits of the companies in which losses were incurred. Deferred tax assets have not been
recognized in respect of the above items as it is not considered probable that taxable profits will be
available against which the above items can be utilised.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 366 ---
17. INVESTMENT IN SUBSIDIARIES
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Qingdao Extreme Vision Technology
Co., Ltd. (ࠢ
ʮ̡) ........................ 33,668 39,626 42,776 46,326
Extreme Vision (Shanghai) Technology
Co., Ltd. ( ฽ൖԉ
(ɪऎ)ʮ̡ )............. 1,015 19,227 19,450 19,598
Zhuhai Jishi Technology Co., Ltd.
(ʮ̡ ) ......... 8 7,008 7,022 7,032
Zhuhai Jiqi Technology Co., Ltd.
(ʮ̡ ) .......... 13 2,053 2,080 2,099
Shenzhen Jishi Technology Co., Ltd.
(ʮ̡ ) .......... — 10,027 10,255 10,544
Foshan Extreme Vision Technology Co.,
Ltd. (ࠢ
ʮ̡) ........................ 3 503 — —
Chengdu Extreme Vision Technology
Co., Ltd. (ࠢ
ʮ̡) ........................ 13,373 — — —
Anhui Extreme Vision Technology Co.,
Ltd. (ࠢ
ʮ̡) ........................ 8,000 8,000 8,000 8,000
Less: provision for impairment ....... (33,668) (41,679) (44,855) (48,425)
22,412 44,765 44,728 45,174
* Foshan Extreme Vision Technology Co., Ltd. and Chengdu Extreme Vision Technology Co., Ltd. have been dissolved in
2024 and 2023 respectively.
Some subsidiaries incurred losses or only carried out limited operational activities. The
management has performed impairment testing for investment in subsidiaries which has impairment
indicators as at each of the Relevant Periods.
The Company has recognised an impairment provision on investment in subsidiaries amounted to
RMB33,668,000, RMB41,679,000, RMB44,855,000 and RMB48,425,000 as at 31 December 2022,
2023, 2024 and 30 September 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-60 –


--- page 367 ---
18. TRADE AND BILLS RECEIV ABLES
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables
Third parties .................. 42,643 71,421 182,926 189,119
Less: impairment of trade receivables . 628 2,501 7,461 10,115
Trade receivables, net .............. 42,015 68,920 175,465 179,004
Bills receivables .................. — 51 2,705 2,324
Less: impairment of bill receivables .. — 3 142 4
Bills receivables, net ............. — 48 2,563 2,320
42,015 68,968 178,028 181,324
Analysed into:
Current portion ................. 42,015 68,968 178,028 181,324
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables
Subsidiaries ................... — — 6,335 16,270
Third parties ................... 38,376 60,466 157,184 171,684
Less: impairment of trade receivables . 560 2,144 5,921 7,982
Trade receivables, net .............. 37,816 58,322 157,598 179,972
Bills receivables* ................. — — 2,127 2,324
Less: impairment of bill receivables .. ——3 4 4
Bills receivables, net ............. — — 2,093 2,320
37,816 58,322 159,691 182,292
Analysed into:
Current portion ................. 37,816 58,322 159,691 182,292
The Group’s trading terms with its certain customers are on credit, and the credit period is
generally 30 to 90 days. Overdue balances are reviewed regularly by management. As at 31 December
2022, 2023, 2024 and 30 September 2025, 63%, 73%, 58% and 49% of trade receivables are
concentrated on the Group’s five largest customers. Although the credit risk is relatively concentrated,
the ageing of accounts receivable is mostly within one year. The Group does not hold any collateral or
other credit enhancements over its trade receivable balances. Trade receivables are non-interest-bearing.
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 368 ---
An ageing analysis of the trade and bills receivables as at the end of each of the Relevant Periods,
based on the invoice date and net of loss allowance, is as follows:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year ................... 41,367 59,247 166,269 162,336
1 to 2 years .................... 544 9,596 9,503 16,350
2 to 3 years .................... 104 87 2,226 2,611
3 to 4 years ..................... —3 83 02 7
42,015 68,968 178,028 181,324
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year .................... 37,190 50,120 151,545 171,880
1 to 2 years ..................... 523 8,085 6,556 8,428
2 to 3 years ..................... 103 79 1,531 1,963
3 to 4 years ..................... —3 85 92 1
37,816 58,322 159,691 182,292
The movements in the loss allowance for impairment of trade receivables are as follows:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables:
At beginning of year/period .......... 486 628 2,501 7,461
Impairment losses, net ............. 142 1,896 4,977 2,654
Amount written off as uncollectible .... — (23) (17) —
At end of year/period .............. 628 2,501 7,461 10,115
Bills receivables:
At beginning of year/period .......... 94 — 3 142
Impairment losses, net ............. (94) 3 139 (138)
Amount written off as uncollectible .... ————
At end of year/period .............. — 3 142 4
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 369 ---
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period .......... 443 560 2,144 5,921
Impairment losses, net ............. 117 1,584 3,777 2,061
At end of year/period .............. 560 2,144 5,921 7,982
Bills receivables:
At beginning of year/period .......... 9 4——3 4
Impairment losses, net ............. (94) — 34 (30)
At end of year/period .............. ——3 4 4
An impairment analysis is performed at each reporting date using a provision matrix to measure
expected credit losses. The calculation reflects the probability-weighted outcome, the time value of
money and reasonable and supportable information that is available at the reporting date about past
events, current conditions and forecasts of future economic conditions. Trade receivables for which the
counterparties have failed to make the demanded repayments are classified as defaulted receivables.
The Group has provided full impairment for the defaulted receivables. The Company estimated that the
expected loss rate for its trade receivables due from subsidiaries is minimal.
Set out below is the information about the credit risk exposure on the Group’s and the Company’s
trade receivables using a provision matrix:
The Group
As at 31 December 2022
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Defaulted receivables .................. 48 100.00% 48
Other trade receivables aged:
Within 1 year ...................... 41,794 1.02% 427
Between 1 and 2 years ............... 584 6.88% 40
Between 2 and 3 years ............... 217 52.27% 113
Between 3 and 4 years ............... — 81.44% —
Over 4 years ....................... — 100.00% —
42,643 628
APPENDIX I ACCOUNTANTS’ REPORT
– I-63 –


--- page 370 ---
As at 31 December 2023
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Defaulted receivables .................. 25 100.00% 25
Other trade receivables aged:
Within 1 year ...................... 60,372 1.86% 1,125
Between 1 and 2 years ............... 10,682 10.17% 1,086
Between 2 and 3 years ............... 223 61.29% 137
Between 3 and 4 years ............... 170 77.08% 131
Over 4 years ....................... — 100.00% —
71,472 2,504
The Group
As at 31 December 2024
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Defaulted receivables .................. 25 100.00% 25
Other trade receivables aged:
Within 1 year ...................... 170,463 2.44% 4,194
Between 1 and 2 years ............... 10,947 13.19% 1,444
Between 2 and 3 years ............... 4,075 45.43% 1,851
Between 3 and 4 years ............... 111 71.61% 79
Over 4 years ....................... 10 100.00% 10
185,631 7,603
As at 30 September 2025
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Defaulted receivables .................. 1,431 100.00% 1,431
Other trade receivables aged:
Within 1 year ...................... 166,295 2.38% 3,959
Between 1 and 2 years ............... 18,777 13.02% 2,427
Between 2 and 3 years ............... 4,732 44.83% 2,121
Between 3 and 4 years ............... 93 70.66% 66
Over 4 years ....................... 115 100.00% 115
191,443 10,119
APPENDIX I ACCOUNTANTS’ REPORT
– I-64 –


--- page 371 ---
The Company
As at 31 December 2022
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Due from subsidiaries .................. ———
Defaulted receivables .................. 25 100.00% 25
Other trade receivables aged:
Within 1 year ...................... 37,572 1.02% 383
Between 1 and 2 years ............... 562 6.88% 39
Between 2 and 3 years ............... 217 52.27% 113
Between 3 and 4 years ............... — 81.44% —
Over 4 years ....................... — 100.00% —
38,376 560
As at 31 December 2023
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Due from subsidiaries .................. ———
Defaulted receivables .................. 25 100.00% 25
Other trade receivables aged:
Within 1 year ...................... 51,070 1.86% 950
Between 1 and 2 years ............... 9,000 10.17% 915
Between 2 and 3 years ............... 204 61.29% 125
Between 3 and 4 years ............... 167 77.08% 129
Over 4 years ....................... — 100.00% —
60,466 2,144
As at 31 December 2024
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Due from subsidiaries .................. 6,335 — —
Defaulted receivables .................. 25 100.00% 25
Other trade receivables aged:
Within 1 year ...................... 149,844 2.44% 3,656
Between 1 and 2 years ............... 6,442 13.19% 850
Between 2 and 3 years ............... 2,906 45.43% 1,320
Between 3 and 4 years ............... 84 71.61% 60
Over 4 years ....................... 10 100.00% 10
165,646 5,921
APPENDIX I ACCOUNTANTS’ REPORT
– I-65 –


--- page 372 ---
As at 30 September 2025
Gross carrying
amount
Expected credit
loss rate
Expected credit
losses
RMB’000 RMB’000
Due from subsidiaries .................. 16,270 — —
Defaulted receivables .................. 1,431 100.00% 1,431
Other trade receivables aged:
Within 1 year ...................... 159,404 2.38% 3,794
Between 1 and 2 years ............... 9,669 13.02% 1,241
Between 2 and 3 years ............... 3,319 44.83% 1,356
Between 3 and 4 years ............... 70 70.66% 49
Over 4 years ....................... 115 100.00% 115
190,278 7,986
19. CONTRACT ASSETS
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current contract assets arising from:
Warranty retention receivables ...... 1,452 958 4,784 2,276
Less: Impairment of current contract
assets .................... 35 37 116 134
1,417 921 4,668 2,142
Non-current contract assets arising
from:
Warranty retention receivables ...... 9 3,886 4,115 4,101
Less: Impairment of non-current
contract assets ............. — 72 488 489
9 3,814 3,627 3,612
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 373 ---
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current contract assets arising from:
Warranty retention receivables ...... 1,116 658 4,620 2,111
Less: Impairment of contract assets .... 33 21 113 63
1,083 637 4,507 2,048
Non-current contract assets arising
from:
Warranty retention receivables ........ — 3,557 3,951 4,101
Less: Impairment of non-current
contract assets .................. — 66 467 489
— 3,491 3,484 3,612
Contract assets are initially recognized for the revenue earned from the sale of products and the
receipt of retention consideration is conditional on expiration of the warranty period. Upon expiration
of the warranty period, the amounts recognized as contract assets are reclassified to trade receivables.
The warranty service period for the company generally covering a period from 1 to 3 years.
Warranty periods of 1 year or less are classified as current portion and warranty periods exceeding 1
year are classified as non-current portion.
The movements in the impairment of contract assets are as follows:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current contract assets:
At beginning of year/period .......... 39 35 37 116
Impairment losses, net ............. ( 4 ) 27 91 8
At end of year/period .............. 35 37 116 134
Non-current contract assets:
At beginning of year/period .......... — — 72 488
Impairment losses, net ............. — 72 416 1
At end of year/period .............. — 72 488 489
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 374 ---
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current contract assets:
At beginning of year/period .......... 22 33 21 113
Impairment losses, net ............. 11 (12) 92 (50)
At end of year/period .............. 33 21 113 63
Non-current contract assets:
At beginning of year/period .......... — — 66 467
Impairment losses, net ............. — 66 401 22
At end of year/period .............. — 66 467 489
20. PREPAYMENTS, DEPOSIT AND OTHER RECEIV ABLES
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current
Value-added tax recoverable and other
tax refundable .................. 7,927 11,064 5,431 12,655
Prepayments ..................... 18,371 4,137 4,641 3,884
Prepaid tax ...................... 6,658 4,138 — —
Other receivables and deposits ........ 1,270 1,410 1,380 1,666
Deferred listing expenses ........... — — — 2,401
Less: Impairment of prepayments and
other receivables ............ (48) (43) (21) (96)
34,178 20,706 11,431 20,510
Non-current
Long-term lease deposits ............ 891 891 783 960
Less: Impairment of Long-term lease
deposits .................. (17) (16) (12) (97)
874 875 771 863
In calculating the expected credit loss rate, the Group considers the historical loss rate and adjusts
it for forward-looking macroeconomic data. As at 31 December 2022, 2023 and 2024 and 30 September
2025, the Group estimated the expected credit losses for other receivables to be RMB65,000,
RMB59,000, RMB33,000 and RMB193,000, respectively.
Other receivables are unsecured and non-interest-bearing.
APPENDIX I ACCOUNTANTS’ REPORT
– I-68 –


--- page 375 ---
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current
Value-added tax recoverable and other
tax refundable .................. 4,380 7,320 1,446 8,133
Prepayments ..................... 14,771 3,086 4,518 2,874
Prepaid tax ...................... 6,658 4,138 — —
Other receivables and deposits ........ 976 1,110 911 1,186
Due from subsidiaries .............. 133,199 34,148 15,612 16,829
Deferred listing expenses ........... — — — 2,401
Less: Impairment of prepayments and
other receivables ........... (43) (1,252) (2,317) (3,000)
159,941 48,550 20,170 28,423
Non-Current ....................
Long-term lease deposits ............ 745 745 637 937
Less: Impairment of Long-term lease
deposits .................. (15) (14) (10) (79)
730 731 627 858
Other receivables are unsecured and non-interest-bearing.
The movements in the loss allowance for impairment of other receivables are as follows:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period .......... 175 65 59 33
Impairment losses, net ............. (41) (6) (26) 160
Amount written off as uncollectible .... (69) — — —
At end of year/period .............. 65 59 33 193
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At beginning of year/period .......... 141 58 1,266 2,327
Impairment losses, net ............. (83) 1,208 1,061 752
At end of year/period .............. 58 1,266 2,327 3,079
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 376 ---
21. FINANCIAL ASSETS/LIABILITIES AT FAIR V ALUE THROUGH PROFIT AND LOSS
The Group
Financial assets at fair value through profit or loss
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial products and structured
deposits ...................... 113,688 82,631 186,006 173,227
The Company
Financial assets at fair value through profit or loss
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Unlisted investments, at fair value ..... 29,240 82,631 186,006 173,227
The above unlisted investments are structured deposits and wealth management products issued by
banks in Chinese Mainland, as well as wealth management products such as funds issued by securities
companies in Chinese Mainland. They are classified and measured at fair value through profit or loss as
they are not held within a business model with the objective to collect contractual cash flows nor within
a business model with the objective of both collecting contractual cash flows and selling.
APPENDIX I ACCOUNTANTS’ REPORT
– I-70 –


--- page 377 ---
22. CASH AND BANK BALANCES AND RESTRICTED BANK DEPOSITS
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash and bank balances ............ 35,265 55,318 21,349 19,684
Non-pledged time deposits with original
maturity of less than three months
when acquired .................. — — 9,823 —
Time deposits* ................... — 14,215 — 10,469
Restricted bank deposits** .......... — 1,268 136 698
Certificates of deposit* ............. 102,316 42,015 — 5,057
137,581 112,816 31,308 35,908
Less:
Time deposits* ................... — (14,215) — (10,469)
Restricted bank deposits** .......... — (1,268) (136) (698)
Certificates of deposit* ............. (102,316) (42,015) — (5,057)
Cash and cash equivalents ........... 35,265 55,318 31,172 19,684
Denominated in
RMB .......................... 137,574 103,202 21,146 24,584
HKD .......................... ——— 8 5 5
USD .......................... 7 9,614 10,162 10,469
137,581 112,816 31,308 35,908
The RMB is not freely convertible into other currencies, however, under Chinese Mainland’s
Foreign Exchange Control Regulations and Administration of Settlement, and Sale and Payment of
Foreign Exchange Regulations, the Group is permitted to exchange RMB for other currencies through
banks authorised to conduct foreign exchange business.
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short term time
deposits are made for varying periods of between one day and three months depending on the
immediate cash requirements of the Group and earn interest at the respective short term deposit rates.
The bank balances and restricted bank balances are deposited with creditworthy banks with no recent
history of default.
APPENDIX I ACCOUNTANTS’ REPORT
– I-71 –


--- page 378 ---
* An analysis of the Group’s time deposits and certificates of deposit by currency is as follows:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Included in non-current assets:
RMB time deposits over 1 year ............ ————
RMB certificates of deposit over 1 year ....... 62,316 — — 5,057
Included in current assets:
RMB time deposits over 3 months to 1 year .... — 4,601 — —
USD time deposits over 3 months to 1 year .... — 9,614 — 10,469
RMB certificates of deposit over 3 months to 1
year .......................... 40,000 42,015 — —
102,316 56,230 — 15,526
* As at 31 December 2022, the certificates of deposit carried interest at rates of 3.20% to 3.78% per annum.
As at 31 December 2023, the certificates of deposit carried interest at rates of 3.70% to 3.78% per annum.
As at 31 December 2024, the time deposit carried interest at rates of 1.95% to 5.25% per annum.
As at 30 September 2025, the time deposit carried interest at rates of 2.25% to 3.97% per annum.
As at 31 December 2023 and 30 September 2025, time deposits amounted to RMB5,000,000 and RMB5,000,000 are
pledged for the issuance of bills payable.
** As at 31 December 2023, the Group’s restricted bank deposits of RMB201,000 are deposited to secure issuance of bank
acceptance bills and the Group’s restricted bank deposits of RMB1,067,000 was frozen for a litigation between the Group
and a third party. The litigation was resolved in 2024, the restricted bank deposits was released in 2024.
As at 31 December 2024, the Group’s restricted bank deposits amounted to RMB135,000 was frozen due to the Company’s
failure to update its business registration address. The Group’s restricted bank deposits amounted to RMB400 are restricted
for any payment as the respective bank accounts have been idle for some time are restricted due to the block of the bank
accounts.
As at 30 September 2025, the Group has total restricted bank deposits amounted to RMB698,000. The restricted bank
deposits of RMB32,000 are for performance guarantee and the restricted bank deposits of RMB137,000 was frozen due to
the Company’s failure to update its business registration address. The Group’s restricted bank deposits amounted to
RMB200 are restricted since the bank account became dormant and the account was locked. The Group’s restricted bank
deposits of RMB353,000 were restricted for litigation. The litigation was resolved subsequent to 30 September 2025, the
restricted bank deposits have been released. Restricted bank deposits amounting to RMB175,000 were frozen for a dispute
between the Group and a third party, which is in the process of negotiation.
APPENDIX I ACCOUNTANTS’ REPORT
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The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash and bank balances ............ 34,483 44,009 8,602 8,651
Non-pledged time deposits with original
maturity of less than three months
when acquired ................. — — 9,823 —
Time deposits* .................. — 14,215 — 10,469
Restricted bank deposits** .......... — 1,268 136 522
Certificates of deposit* ............ 72,039 12,000 — —
106,522 71,492 18,561 19,642
Less:
Time deposits* .................. — (14,215) — (10,469)
Restricted bank deposits** .......... — (1,268) (136) (522)
Certificates of deposit* ............ (72,039) (12,000) — —
Cash and cash equivalents .......... 34,483 44,009 18,425 8,651
Denominated in
RMB .......................... 106,515 61,878 8,399 9,173
USD .......................... 7 9,614 10,162 10,469
106,522 71,492 18,561 19,642
* An analysis of the Company’s term deposit current/(no current) and certificates of deposit current/(no current) by currency
is as follows:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Included in non-current assets:
RMB time deposits over 1 year ............ ————
RMB certificates of deposit over 1 year ....... 32,039 — — —
Included in current assets:
RMB time deposits over 3 months to 1 year .... — 4,601 — —
USD time deposits over 3 months to 1 year .... — 9,614 — 10,469
RMB certificates of deposit over 3 months to 1
year .......................... 40,000 12,000 — —
72,039 26,215 — 10,469
* As at 31 December 2022, the time deposit carried interest at rates of 3.20% to 3.75% per annum.
As at 31 December 2023, the time deposit carried interest at rates of 1.95% to 5.25% per annum.
As at 31 December 2023, the certificates of deposit carried interest at rates of 3.70% per annum.
As at 30 September 2025, the time deposit carried interest at rates of 3.967% per annum.
As at 31 December 2023, the time deposits amounted to RMB4,560,000 are pledged for the issuance of bills payable.
APPENDIX I ACCOUNTANTS’ REPORT
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23. TRADE AND BILLS PAYABLES
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables ................... 53,823 23,380 88,444 94,388
Bills payable .................... — 9,791 — 5,000
53,823 33,171 88,444 99,388
An ageing analysis of the trade and bills payables as at the end of each of the Relevant Periods,
based on the invoice date, is as follows:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year .................... 51,609 27,661 80,860 92,960
Over 1 year ..................... 2,214 5,510 7,584 6,428
53,823 33,171 88,444 99,388
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables ................... 53,681 17,349 48,659 60,236
Due to related parties .............. — — 40,963 42,879
Bills payable .................... — 9,792 — —
53,681 27,141 89,622 103,115
An ageing analysis of the trade and bills payables as at the end of each of the Relevant Periods,
based on the invoice date, is as follows:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year .................... 51,466 21,671 83,187 97,330
Over 1 year ..................... 2,215 5,470 6,435 5,785
53,681 27,141 89,622 103,115
APPENDIX I ACCOUNTANTS’ REPORT
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24. OTHER PAYABLES AND ACCRUALS
The Group
As at 31 December
As at
30 September
Note 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Payroll payable .......... 10,777 8,497 6,329 6,965
Output V AT payable ....... 5,753 4,706 9,110 8,928
Other payables .......... 4,266 12,238 15,062 17,972
Product warranty provision .. 979 1,236 2,437 3,077
Other tax payable ........ 518 1,114 3,382 496
Due to related parties ...... 35 288 403 603 64
22,581 28,194 36,923 37,502
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Payroll payable ................... 9,453 7,022 4,965 5,174
Output V AT payable ............... 2,693 2,282 7,629 6,862
Other payables ................... 3,952 3,169 2,599 8,957
Due to subsidiaries ................ 6 10,088 24,388 25,990
Product warranty provision .......... 623 1,051 2,083 2,813
Other tax payables ................ 456 701 3,026 357
17,183 24,313 44,690 50,153
Other payables are non-interest-bearing and repayable on demand.
APPENDIX I ACCOUNTANTS’ REPORT
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25. INTEREST-BEARING BANK LOANS
The Group
At 31 December As at 30 September
2022 2023 2024 2025
Effective
Interest
rate (%) Maturity RMB’000
Effective
Interest
rate (%) Maturity RMB’000
Effective
Interest
rate (%) Maturity RMB’000
Effective
Interest
rate (%) Maturity RMB’000
Current
Bank loans — secured* .. — — — — — — 3.65 2025 5,000 — — —
Bank loans — unsecured . 3.50 2023 4,800 3.30−3.50 2024 21,780 2.45−2.50 2025 48,138 2.35-2.45 2025−
2026
67,184
4,800 21,780 53,138 67,184
Analysed into:
Bank loans repayable:
Within one year or on
demand .......
3.50 2023 4,800 3.30−3.50 2024 21,780 2.45−3.65 2025 53,138 2.35−2.45 2025−
2026
67,184
4,800 21,780 53,138 67,184
* As at 31 December 2024, The Group’s bank loans were secured by Shandong Extreme Vision Technology Co., Ltd.*
The Company
At 31 December As at 30 September
2022 2023 2024 2025
Effective
Interest rate
(%) Maturity RMB’000
Effective
Interest rate
(%) Maturity RMB’000
Effective
Interest rate
(%) Maturity RMB’000
Effective
Interest rate
(%) Maturity RMB’000
Current
Bank loans — unsecured .. 3.50 2023 4,800 3.30−3.50 2024 21,780 2.45−2.50 2025 48,138 2.35−2.45 2025−
2026
67,184
4,800 21,780 48,138 67,184
Analysed into:
Bank loans repayable:
Within one year or on
demand .........
3.50 2023 4,800 3.30−3.50 2024 21,780 2.45−2.50 2025 48,138 2.35−2.45 2025−
2026
67,184
4,800 21,780 48,138 67,184
All the above-mentioned borrowings are denominated in Renminbi (“ RMB”).
APPENDIX I ACCOUNTANTS’ REPORT
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26. CONTRACT LIABILITIES
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Advances from customers
Services and Goods ............... 13,655 36,183 23,039 23,266
Analysed for reporting purposes as:
Current liabilities ............... 12,018 30,764 17,629 19,541
Non-Current liabilities ............ 1,637 5,419 5,410 3,725
13,655 36,183 23,039 23,266
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Advances from customers
Services and Goods ............... 9,518 32,129 20,646 18,248
Analysed for reporting purposes as:
Current liabilities ............... 7,881 26,710 15,236 14,523
Non-Current liabilities ............ 1,637 5,419 5,410 3,725
9,518 32,129 20,646 18,248
27. DEFERRED INCOME
The Group and the Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Government grants ................ — 1,800 15,881 16,161
— 1,800 15,881 16,161
The Group’s deferred government grants represented government grants received for projects.
Government grants are recognized at their fair value where there is reasonable assurance that the grant
will be received and all attaching conditions will be complied with.
APPENDIX I ACCOUNTANTS’ REPORT
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28. PROVISION
The Group and the Company
Litigation
RMB’000
At 1 January 2022 ................................................ —
Additional provision ............................................... —
Amounts utilized during the year ...................................... —
At 31 December 2022 and 1 January 2023 ............................... —
At 1 January 2023 ................................................ —
Additional provision ............................................... 175
Amounts utilized during the year ...................................... —
At 31 December 2023 and 1 January 2024 ............................... 175
At 31 December 2023 .............................................. 175
Additional provision ............................................... —
Amounts utilized during the year ...................................... (175)
At 31 December 2024 .............................................. —
At 1 January 2025 ................................................ —
Additional provision ............................................... —
Amounts utilized during the period .................................... —
At 30 September 2025 ............................................. —
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 385 ---
29. SHARE CAPITAL/PAID-IN CAPITAL
The Group and the Company
A summary of movements in the share capital and paid-in capital is as follows:
Share capital
Number of shares
in issue Share capital
RMB’000
As at 1 January 2022 ................................ ——
Capital contribution by shareholders ..................... ——
As at 31 December 2022 .............................. ——
As at 1 January 2023 ................................ ——
Conversion into a joint stock company** .................. 100,000,000 100,000
Capital contribution by shareholders ..................... ——
As at 31 December 2023 .............................. 100,000,000 100,000
As at 1 January 2024 ................................ 100,000,000 100,000
Capital contribution by shareholders ..................... 435,000 435
As at 31 December 2024 .............................. 100,435,000 100,435
As at 1 January 2025 ................................ 100,435,000 100,435
Capital contribution by shareholders ..................... ——
As at 30 September 2025 ............................. 100,435,000 100,435
Paid-in capital
RMB’000
As at 1 January 2022 .............................................. 1,846
Capital contribution by shareholders* .................................. 1,619
As at 31 December 2022 ............................................ 3,465
As at 1 January 2023 .............................................. 3,465
Capital contribution by shareholders ................................... —
Conversion into a joint stock company** ................................ (3,465)
As at 31 December 2023 ............................................ —
As at 1 January 2024 .............................................. —
Capital contribution by shareholders ................................... —
As at 31 December 2024 ............................................ —
As at 1 January 2025 .............................................. —
Capital contribution by shareholders ................................... —
As at 30 September 2025 ........................................... —
* During the year ended 31 December 2022, the Company received capital contribution of RMB178,639,000 from 6
investors. The capital contribution increased the paid-in capital and capital reserve by RMB1,619,000 and
RMB177,020,000, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 386 ---
** In April 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 of the conversion base date, including the paid-in capital, capital reserves and
accumulated losses, were converted into ordinary shares of RMB1.00 each. The excess of the net assets converted over the
nominal value of the ordinary shares was credited to the Company’s capital reserve.
In September 2024, the Company received capital contribution of RMB10,000,000 from one
investor. The capital contribution increased share capital and capital reserve by RMB435,000 and
RMB9,565,000, respectively.
Pursuant to the Pre-IPO Investors Agreements entered into between the Company and it’s
shareholders (collectively the “ Agreements ”), the Company issued 1,972,000 ordinary shares to certain
shareholders (collectively the “ Pre-IPO Investors ”) for a total net cash proceed of approximately
RMB500,710,000 (collectively the “ Pre-IPO investments ”). Pursuant to the Agreements, the Pre-IPO
Investors were granted by the Company with special-rights (“ Special Rights ”) which included
redemption rights and liquidation preferences.
There was no exercise of Special Rights granted by the Company throughout the Relevant
Periods.
The Company and the Pre-IPO Investors entered into supplemental agreements, agreeing that
certain of the Special Rights granted to Pre-IPO investors, including redemption rights, liquidation
preferences have been irrecoverably terminated and shall be void ab initio. Taking into account the
legal and regulatory framework of the Company’s jurisdiction and the governing law of the
supplemental agreements, the directors considered that it is appropriate to present the Pre-IPO
Investments as equity throughout the Relevant Periods.
Had the Special Rights granted by the Company to the Pre-IPO Investors been accounted for as
financial liabilities measured at present value of the redemption amount prior to entering into the
supplemental agreements with each of Pre-IPO investors, (i) the redemption financial liabilities, total
current liabilities, net current assets and net assets would have been:
31 December 2022
RMB’000
Redemption financial liabilities ....................................... 81,239
Total current liabilities ............................................. 178,626
Net current assets ................................................. 107,484
Net assets ...................................................... 175,642
; and (ii) the finance costs associated with the redemption financial liabilities, total net loss, basic
earnings per share would have been:
31 December 2022 31 December 2023
RMB’000 RMB’000
Financial costs associated with the redemption financial
liabilities ....................................... 10,521 2,946
Total net loss ...................................... (71,243) (59,192)
Basic earnings per share .............................. (1.03) (0.59)
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 387 ---
30. RESERVES
The Group
The amounts of the Group’s reserves and the movements therein for the Relevant Periods are
presented in the consolidated statements of changes in equity.
(i) Capital reserve
The capital reserve of the Group represents the difference between the value of the paid-up capital
and the consideration received and the transfer of share-based payments reserve to capital reserve upon
the vesting of restricted shares under the Share Award Scheme, as further explained in the accounting
policy for share-based payment in note 2.3 to the Historical Financial Information.
(ii) Share-based payment reserve
The share-based payment reserve of the Group represents the share-based compensation reserve
due to equity-settled share-based payment transactions, details of which are set out in note 31 to the
Historical Financial Information.
The Company
The amounts of the Company’s reserves and the movements therein for the Relevant Periods are
presented as follows:
Capital reserve
Share-based
payment
reserve
Accumulated
Profit/loss Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 ................ 394,430 1,502 (246,448) 149,484
Loss for the year ................. — — (47,995) (47,995)
Total comprehensive loss for the year .. — — (47,995) (47,995)
Issue of shares ................... 177,020 — — 177,020
Share-based payments .............. — 7,791 — 7,791
At 31 December 2022 .............. 571,450 9,293 (294,443) 286,300
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 388 ---
Capital reserve
Share-based
payment
reserve
Accumulated
Profit/loss Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 ................ 571,450 9,293 (294,443) 286,300
Loss for the year ................. — — (63,961) (63,961)
Total comprehensive loss for the year .. — — (63,961) (63,961)
Issue of shares ................... ————
Conversion into a joint stock company .. (372,736) — 276,201 (96,535)
Share-based payments .............. — 11,853 — 11,853
At 31 December 2023 .............. 198,714 21,146 (82,203) 137,657
At 1 January 2024 ................ 198,714 21,146 (82,203) 137,657
Loss for the year ................. — — 4,061 4,061
Total comprehensive loss for the year .. — — 4,061 4,061
Share-based payments .............. — 11,786 — 11,786
Capital contribution by shareholders ... 9,565 — — 9,565
At 31 December 2024 .............. 208,279 32,932 (78,142) 163,069
At 1 January 2025 ................ 208,279 32,932 (78,142) 163,069
Loss for the period ................ — — (31,234) (31,234)
Total comprehensive loss for the period . — — (31,234) (31,234)
Share-based payments .............. — 9,288 — 9,288
Exercise of share-based payment ...... 6,518 (6,518) — —
As at 30 September 2025 ........... 214,797 35,702 (109,376) 141,123
31. SHARE-BASED PAYMENTS
Share Award Scheme
The Group approved and adopted the share award scheme (the “ Share Award Scheme ”) for
certain employees of the Group (“ Share Incentive Participants ”) in order to recognize the
contributions of the Share Incentive Participants to the growth and development of the Group, and
incentivise them to further promote the development of the Group.
In order to implement the Share Award Scheme, Zhuhai Hengqin Jili Investment Partnership
(Limited Partnership) (“ Hengqin Jili ”) and Zhuhai Hengqin Jichuang Investment Limited Partnership
(Limited Partnership) (“ Hengqin Jichuang ”) were established and designated as share incentive
platforms to hold the shares specially awarded to the eligible participants as the ultimate beneficial
owners. The Group has no control over the share incentive platforms. The registered capital of Hengqin
Jili is RMB500,000 and who holds 327,477.00 shares (equal to 9,452,122 shares after conversion into a
joint stock company) of the Company. The registered capital of Hengqin Jichuang is RMB500,000 and
who holds 312,650.00 shares (equal to 9,024,164 shares after conversion into a joint stock company) of
the Company. The Group has implemented six equity incentive plans as of 31 December 2024.
On 9 October 2020, the Group approved an equity incentive plan. Pursuant to the incentive plan,
the Group proposed to grant 263,220.32 shares of Hengqin Jili to five qualified employees at a
subscription price of RMB1 per share (indirectly holding the 172,396.93 shares (equal to 4,975,973
shares after conversion into a joint stock company) of the Company). On the same day, the Company
reached an agreement on the terms and conditions of the equity incentive plan. There is no vesting
condition for the shares granted under this incentive plan. The share-based payment expense was
recognized in 2020.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 389 ---
On 1 March 2021, the Group approved an equity incentive plan. Pursuant to the incentive plan,
the Group proposed to grant 15 qualified employees 227,486.32 shares of Hengqin Jili (indirectly
holding the 148,993.08 shares (equal to 4,300,457 shares after conversion into a joint stock company)
of the Company) at a subscription price of RMB1 per share of the Company. On the same day, the
Company reached an agreement on the terms and conditions of the equity incentive plan. Certain shares
granted under this equity incentive plan have no vesting condition and are vested when granted, and
other remaining shares granted have a service period. For shares granted without vesting conditions, the
share-based payment expense was recognized in 2021, for shares granted with service period as vesting
conditions, share-based payment expense was recognized over the service period. During the year ended
31 December 2022, 2023, 2024 and 30 September 2025, the Company had recognized share-based
payment expense of RMB800,000, RMB975,000, RMB934,000 and RMB75,000 respectively.
On 13 December 2021, the Group approved an equity incentive plan. Pursuant to the incentive
plan, the Group proposed to grant 477,704.00 shares of Hengqin Jichuang to 12 qualified employees at
a subscription price of RMB1 per share of the Company (indirectly holding 298,708.31 shares (equal to
8,621,758 shares after conversion into a joint stock company) of the Company). On the same day, the
Company reached an agreement on the terms and conditions of the equity incentive plan. Certain shares
granted under this equity incentive plan have no vesting condition and are vested when granted, and
other remaining shares granted have a service period. For shares granted without vesting conditions, the
share-based payment expense was recognized in 2021, for shares granted with service period as vesting
conditions, share-based payment expense was recognized over the service period. During the year ended
31 December 2022, 2023, 2024 and 30 September 2025, the Company had recognized share-based
payment expense of RMB6,160,000, RMB6,160,000, RMB6,160,000 and RMB4,674,000 respectively.
On 26 September 2022, the Group approved an equity incentive plan. Pursuant to the incentive
plan, the Group proposed to grant 39 qualified employees 22,296.00 shares of Hengqin Jichuang
(indirectly holding 13,940.47 shares (equal to 402,370 shares after conversion into a joint stock
Company) of the Company) at the subscription price of RMB1 per share of the Company, and granted 3
qualified employees 1,580.00 shares of Hengqin Jili (indirectly holding 1,036.02 shares (equal to
29,903 shares after conversion into a joint stock company) of the Company) at the subscription price of
RMB1 per share of the Company. On the same day, the Company reached an agreement on the terms
and conditions of the equity incentive plan. All the shares granted under this incentive plan have a
service period. During the year ended 31 December 2022, 2023, 2024 and 30 September 2025, the
Company had recognized RMB610,000, RMB2,133,000, RMB1,915,000 and RMB2,471,000
respectively.
On 1 December 2022, the Group approved an equity incentive plan. Pursuant to the incentive
plan, the Group proposed to grant 2 qualified employees 24,475.00 shares of Hengqin Jili (indirectly
holding 16,030.64 shares (equal to 462,700 shares after conversion into a joint stock company) of the
Company) at the subscription price of RMB1 per share of the Company. On the same day, the Company
reached an agreement on the terms and conditions of the equity incentive plan. All the shares granted
under this incentive plan have a service period. During the year ended 31 December 2022, 2023, 2024
and 30 September 2025, the Company had recognized RMB221,000, RMB2,585,000, RMB2,590,000
and RMB1,942,000 respectively.
On 2 January 2024, the Group approved an equity incentive plan. Pursuant to the incentive plan,
the Group proposed to grant 1,884.00 shares of Hengqin Jichuang to 3 qualified employees at a
subscription price of RMB1 per share of the Company (indirectly holding 34,000 shares of the
Company). On the same day, the Company reached an agreement on the terms and conditions of the
equity incentive plan. All the shares granted under this incentive plan have a service period. During the
year ended 31 December 2022, 2023, 2024 and 30 September 2025, the Company had recognized nil,
nil, RMB187,000 and RMB126,000 respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 390 ---
These awards at the platforms are granted in tranches over a specified service period from the
date of grant, or to certain incentive employees, without specified service period and vested
immediately. The fair value of services received in return for the share award granted is measured by
reference to the fair value of the share award granted less the subscription price. The fair value of the
share award granted is measured by reference to the most recent share issued price to the Company’s
independent investors which is close to the grant date of each tranche of the awarded shares granted.
The share of the Company granted indirectly through the share platform and the outstanding
shares under the Share Award Scheme during the Relevant Periods were as follows:
Number of shares
At 1 January 2022 ................................................ 78,473
Granted during the year ............................................ 31,007
Forfeited during the year ............................................ 10,978
At 31 December 2022 .............................................. 98,502
At 1 January 2023 ................................................ 98,502
Granted during the year ............................................ —
Forfeited during the year ............................................ 2,134
After conversion into a joint stock company .............................. 2,685,158
At 31 December 2023 .............................................. 2,781,526
At 1 January 2024 ................................................ 2,781,526
Granted during the year ............................................ 34,000
Forfeited during the year ............................................ 27,016
At 31 December 2024 .............................................. 2,788,510
At 1 January 2025 ................................................ 2,788,510
Granted during the period ........................................... —
Forfeited during the period .......................................... 750,045
Vested during the period ............................................ 80,073
At 30 September 2025 ............................................. 1,958,392
The aforesaid transactions have been accounted for as share-based payment transactions. During
the years ended 31 December 2022, 2023, 2024 and the nine months ended 30 September 2025, the
Group recognized share award expenses of RMB7,791,000, RMB11,853,000, RMB11,786,000 and
RMB9,288,000, respectively.
32. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
During the years ended 31 December 2022, 2023, 2024 and the nine months ended 30 September
2024 and 2025, the Group had non-cash additions to right-of-use assets and lease liabilities of
RMB237,000, nil, RMB10,715,000, RMB10,715,000 and RMB5,906,000 respectively, in respect of
lease arrangements for an office.
(b) Changes in liabilities arising from financing activities
The table below details the changes in the Group’s liabilities arising from financing activities,
including both cash and non-cash changes. Liabilities arising from financing activities are those for
which cash flows were, or future cash flows will be, classified in the Group’s consolidated statement of
cash flows as cash flows from financing activities.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 391 ---
Interest bearing
bank borrowings Lease liabilities Total
RMB’000 RMB’000 RMB’000
At 1 January 2022 .................... 950 10,052 11,002
Changes from financing cash flow ......... 3,850 (4,550) (700)
New leases .......................... — 237 237
Early termination of leases .............. — (247) (247)
Accretion of interest ................... — 377 377
At 31 December 2022 and 1 January 2023 ... 4,800 5,869 10,669
Changes from financing cash flow ......... 16,980 (4,724) 12,256
New leases .......................... ———
Early termination of leases .............. ———
Accretion of interest ................... — 180 180
At 31 December 2023 and 1 January 2024 ... 21,780 1,325 23,105
Changes from financing cash flow ......... 31,358 (2,355) 29,003
New leases .......................... — 10,715 10,715
Early termination of leases .............. — (155) (155)
Accretion of interest ................... — 368 368
At 31 December 2024 and 1 January 2025 ... 53,138 9,898 63,036
Interest bearing
bank borrowings Lease liabilities Total
RMB’000 RMB’000 RMB’000
Changes from financing cash flow ......... 14,002 (1,410) 12,592
New leases .......................... — 5,906 5,906
Early termination of leases .............. ———
Accretion of interest ................... 44 384 428
At 30 September 2025 ................. 67,184 14,778 81,962
At 31 December 2023 and 1 January 2024 ... 21,780 1,325 23,105
Changes from financing cash flow ......... 1,315 (2,121) (806)
New leases .......................... — 10,715 10,715
Early termination of leases .............. — (155) (155)
Accretion of interest ................... — 252 252
At 30 September 2024 (Unaudited) ........ 23,095 10,016 33,111
(c) Total cash outflow for leases
The total cash outflow for leases included in the consolidated statements of cash flows is as
follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Within financing activities .......... 4,550 4,724 2,355 2,013 1,587
4,550 4,724 2,355 2,013 1,587
APPENDIX I ACCOUNTANTS’ REPORT
– I-85 –


--- page 392 ---
33. PLEDGE OF ASSETS
Details of the Group’s restricted bank deposit and pledged time deposits are included in note 22 to
the Historical Financial Information.
34. COMMITMENTS
The Group had the following capital commitments at the end of each of the Relevant Periods.
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contracted, but not provided for:
Purchase of items of property, plant and
equipment ..................... 3 0———
35. RELATED PARTY TRANSACTIONS
The Directors are of the view that the following companies are related parties that had material
transactions or balances with the Group during the Relevant Periods and the nine months ended 30
September 2024.
(a) Name and relationships
Name Relationship
Mr. Chan Chan Kit ...... The substantial shareholder
For certain ordinary shares issued to pre-IPO investors, there are redemption obligations
undertaken by the substantial shareholder, the Company has not provided any form of guarantee in
connection with any potential failure of the substantial shareholder to fulfil obligations relating to the
redemption rights granted by the substantial shareholder. Accordingly, no financial liability regarding
redemption rights granted by the substantial shareholder was recorded by the Company during Track
Record Periods.
(b) Outstanding balances with related parties:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Amounts due to related parties:
Mr. Chan Chan Kit ................ 117 — 475 —
Mr. Chen Shuo ................... 63 224 96 8
Ms. Luo Yun .................... 108 179 32 56
288 403 603 64
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 393 ---
The outstanding balances with related parties are non-trade in nature, included in “Other payables
and accruals” in the consolidated statement of financial position. The non-trade related balances with
related parties represent reimbursement payables, which were fully settled before 5 March 2026. As
such, there will not be any non-trade related balances prior to Listing.
(c) Compensation of key management personnel of the Group
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, bonuses, allowances and benefits
in kind .................... 1,690 1,705 1,461 1,453 1,450
Pension scheme contributions ......... 190 204 217 15 20
1,880 1,909 1,678 1,468 1,470
Further details of directors’ and the chief executive’s remuneration are included in note 8 to the
Historical Financial Information.
36. FINANCIAL INSTRUMENTS BY CATEGORY
Transfer of financial assets
Transferred financial assets that are derecognized in their entirety
Derecognized Bills receivable
At 31 December 2024 and 2023, the Group endorsed certain bills receivable accepted by banks in
Chinese Mainland to certain of its suppliers in order to settle the trade payables due to such suppliers
with a carrying amount in aggregate of RMB468,000 and RMB100,000.
At 31 December 2024, the Group discounted certain bills receivable accepted by banks in Chinese
Mainland to certain reputable banks with a carrying amount in aggregate of RMB1,049,000.
In accordance with the Law of Negotiable Instruments in the PRC, the holders of the
Derecognized Bills may exercise the right of recourse against any, several or all of the persons liable
for the Derecognized Bills, including the Group, in disregard of the order of precedence (the
“Continuing lnvolvement ”). In the opinion of the directors, the risk of the Group being claimed by the
holders of the Derecognized Bills is remote in the absence of a default of the accepted banks. The
Group has transferred substantially all risks and rewards relating to the Derecognized Bills.
Accordingly, it has derecognized the full carrying amounts of the Derecognized Bills and the associated
bills receivables. The maximum exposure to loss from the Group’s Continuing Involvement in the
Derecognized Bills and the undiscounted cash flows to repurchase these Derecognized Bills is equal to
their carrying amounts. In the opinion of the directors, the fair values of the Group’s Continuing
Involvement in the Derecognized Bills are not significant.
Transferred financial assets that are not derecognised in their entirety
At 30 September 2025, the Group, endorsed certain bills receivable accepted by banks in Chinese
Mainland (the “ Endorsed Bills ”) to certain of its suppliers in order to settle the trade payables due to
such suppliers with a carrying amount in aggregate of RMB510,000. In the opinion of the directors, the
Group has retained the substantial risks and rewards, which include default risks relating to such
APPENDIX I ACCOUNTANTS’ REPORT
– I-87 –


--- page 394 ---
Endorsed Bills, and accordingly, it continued to recognise the full carrying amounts of the Endorsed
Bills and the associated trade payables settled. Subsequent to the Endorsement, the Group did not retain
any rights on the use of the Endorsed Bills, including the sale, transfer or pledge of the Endorsed Bills
to any other third parties.
During the years ended 31 December 2022, 2023, 2024 and 30 September 2025, the carrying
amounts of each of the categories of financial instruments as at the end of each of the Relevant Periods
were as follows:
The Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at fair value through
profit or loss:
Structured deposit and certificates of
deposit ..................... 113,688 82,631 186,006 173,227
Financial assets at amortised cost:
Trade and bills receivables ......... 42,015 68,968 178,028 181,324
Financial assets included in other
receivables and other assets ...... 2,096 2,242 2,130 2,432
Time deposits .................. — 14,215 — 10,469
Certificates of deposit ............ 102,316 42,015 — 5,057
Restricted bank deposit ........... — 1,268 136 698
Cash and cash equivalents ......... 35,265 55,318 31,172 19,684
181,692 184,026 211,466 219,664
Financial liabilities at amortised cost:
Trade and bills payables .......... 53,823 33,171 88,444 99,388
Financial liabilities included in other
payables and accruals ........... 4,554 12,641 15,665 18,036
Lease liabilities ................. 5,869 1,325 9,898 14,778
Interest-bearing bank loans ........ 4,800 21,780 53,138 67,184
69,046 68,917 167,145 199,386
For the details of pre-IPO investments, please refer to note 29 to this report.
APPENDIX I ACCOUNTANTS’ REPORT
– I-88 –


--- page 395 ---
The Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at fair value through
profit or loss:
Structured deposit and Certificates of
deposit ..................... 29,240 82,631 186,006 173,227
Financial assets at amortised cost:
Trade and bills receivables ......... 37,816 58,322 159,691 182,292
Financial assets included in other
receivables and other assets ...... 134,862 34,737 14,833 15,872
Time deposits .................. — 14,215 — 10,469
Certificates of deposit ............ 72,039 12,000 — —
Restricted bank deposit ........... — 1,268 136 522
Cash and cash equivalents ......... 34,483 44,009 18,425 8,651
279,200 164,551 193,085 217,806
Financial liabilities at amortised cost:
Trade and bills payables .......... 53,681 27,141 89,622 103,115
Financial liabilities included in other
payables and accruals ........... 3,958 13,257 26,987 34,947
Lease liabilities ................. 5,631 1,163 9,898 14,778
Interest-bearing bank loans ........ 4,800 21,780 48,138 67,184
68,070 63,341 174,645 220,024
37. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
All the carrying amounts of the Group’s financial instruments approximate to their fair values due
to the short-term maturities of these instruments.
The Group’s finance department is responsible for determining the policies and procedures for the
fair value measurement of financial instruments. At the end of each of the Relevant Periods, the finance
department analysed the movements in the values of financial instruments and determined the major
inputs applied in the valuation. The valuation was reviewed and approved by the finance manager. The
valuation process and results are discussed with the directors of the Company once a year for annual
financial reporting.
The fair values of the financial assets and liabilities are included at the amount at which the
instrument could be exchanged in a current transaction between willing parties, other than in a forced
or liquidation sale.
The Group invests in unlisted investments, which represent structured deposits and wealth
management products issued by banks or securities companies in Chinese Mainland. Fair value of the
unlisted investments was determined by the quoted price of the net asset value by financial institutions
as at the end of each of the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-89 –


--- page 396 ---
Financial assets:
As at 31 December 2022
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Structured deposit and Certificate
deposit ...................... — 113,688 — 113,688
As at 31 December 2023
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Structured deposit and Certificate
deposit ...................... — 82,631 — 82,631
As at 31 December 2024
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Structured deposit and Certificate
deposit ....................... — 186,006 — 186,006
As at 30 September 2025
Fair value measurement using
Quoted prices
in active
markets
(Level 1)
Significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
Structured deposit and Certificate
deposit ....................... — 173,227 — 173,227
APPENDIX I ACCOUNTANTS’ REPORT
– I-90 –


--- page 397 ---
38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise interest-bearing bank, financial assets at fair
value through profit or loss and cash and short time deposits. The main purpose of these financial
instruments is to raise finance for the Group’s operations. The Group has various other financial assets
and liabilities such as trade receivables and trade payables, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are foreign currency risk, credit risk
and liquidity risk. The board of directors reviews and agrees policies for managing each of these risks
and they are summarised below.
Foreign currency risk
Foreign currency risk is the risk of loss resulting from changes in foreign currency exchange
rates. Fluctuations in exchange rates between RMB and other currencies in which the Group conducts
business may affect the Group’s financial condition and results of operations.
The following table demonstrates the sensitivity at the end of each of the Relevant Periods to a
reasonably possible change in foreign currency exchange rates, with all other variables held constant, of
the Group’s loss before tax (due to changes in the fair value of monetary assets and liabilities) and the
Group’s equity.
Increase/(decrease)
in basis points
Increase/(decrease)
in profit before tax
(Decrease)/
increase in equity
% RMB’000 RMB’000
Year ended 31 December 2022
If RMB weakens against the US$ ........ 5 287 287
If RMB strengthens against the US$ ...... 5 (287) (287)
Year ended 31 December 2023
If RMB weakens against the US$ ........ 5 409 409
If RMB strengthens against the US$ ...... 5 (409) (409)
Year ended 31 December 2024
If RMB weakens against the US$ ........ 5 432 432
If RMB strengthens against the US$ ...... 5 (432) (432)
Nine months ended 30 September 2025
If RMB weakens against the US$ ........ 5 441 441
If RMB strengthens against the US$ ...... 5 (441) (441)
If RMB weakens against the HKD ....... 54 14 1
If RMB strengthens against the HKD ..... 5 (41) (41)
Credit risk
The Group trades only with recognized and creditworthy parties. It is the Group’s policy that all
customers who wish to trade on credit terms are subject to credit verification procedures. Receivable
balances are monitored on an ongoing basis and the Group’s exposure to bad debts is not significant.
The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents and
financial assets included in prepayments, other receivables and other assets, arises from default of the
counterparty, with a maximum exposure equal to the carrying amounts of these instruments.
APPENDIX I ACCOUNTANTS’ REPORT
– I-91 –


--- page 398 ---
Maximum exposure and year-end staging
The tables below show the credit quality and the maximum exposure to credit risk based on the
Group’s credit policy, which is mainly based on past due information unless other information is
available without undue cost or effort, and year-end staging classification as at the end of each of the
Relevant Periods.
The amounts presented are gross carrying amounts for financial assets.
As at 31 December 2022
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables* ......... — — 48 42,595 42,643
— Normal .................... — — — 42,595 42,595
— Doubtful ................... ——4 8—4 8
Contract assets ................. 1,461 — — — 1,461
Financial assets included in other
receivables and other assets ........ 2,161 — — — 2,161
Time deposits .................. —————
Certificates of deposit ............. 102,316 — — — 102,316
Cash and cash equivalents .......... 35,265 — — — 35,265
141,203 — 48 42,595 183,846
As at 31 December 2023
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables* ......... — — 25 71,447 71,472
— Normal .................... — — — 71,447 71,447
— Doubtful ................... ——2 5—2 5
Contract assets ................. 4,844 — — — 4,844
Financial assets included in other
receivables and other assets ........ 2,301 — — — 2,301
Restricted bank balances ........... 1,268 — — — 1,268
Time deposits .................. 14,215 — — — 14,215
Certificates of deposit ............. 42,015 — — — 42,015
Cash and cash equivalents .......... 55,318 — — — 55,318
119,961 — 25 71,447 191,433
APPENDIX I ACCOUNTANTS’ REPORT
– I-92 –


--- page 399 ---
As at 31 December 2024
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables* ......... — — 25 185,606 185,631
— Normal .................... — — — 185,606 185,606
— Doubtful ................... ——2 5—2 5
Contract assets ................. 8,899 — — — 8,899
Financial assets included in other
receivables and other assets ........ 2,163 — — — 2,163
Restricted bank balances ........... 136 — — — 136
Time deposits ................. —————
Certificates of deposit ............. —————
Cash and cash equivalents .......... 31,172 — — — 31,172
42,370 — 25 185,606 228,001
As at 30 September 2025
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills receivables* ......... — — 1,431 190,012 191,443
— Normal .................... — — — 190,012 190,012
— Doubtful ................... — — 1,431 — 1,431
Contract assets ................. 6,377 — — — 6,377
Financial assets included in other
receivables and other assets ........ 2,625 — — — 2,625
Restricted bank balances ........... 698 — — — 698
Time deposits .................. 10,469 — — — 10,469
Certificates of deposit ............ 5,057 — — — 5,057
Cash and cash equivalents .......... 19,684 — — — 19,684
44,910 — 1,431 190,012 236,353
* The credit quality of the financial assets included in trade and bills receivables, contract assets, prepayments, other
receivables and other assets is considered to be “normal” when they are not past due and there is no information indicating
that the financial assets had a significant increase in credit risk since initial recognition. Otherwise, the credit quality of
the financial assets is considered to be “doubtful”.
At the end of each of the Relevant Periods, the Group had concentrations of credit risk, as
disclosed in note 18 to the Historical Financial Information.
Liquidity risk
The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This
tool considers the maturity of both its financial instruments and financial assets (e.g., trade receivables)
and projected cash flows from operations. The maturity profile of the Group’s financial liabilities as at
the end of each of the Relevant Periods, based on the contractual undiscounted payments, is as follows:
APPENDIX I ACCOUNTANTS’ REPORT
– I-93 –


--- page 400 ---
As at 31 December 2022
Less than
12 months or
on demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade and bills payables ................ 53,823 — 53,823
Financial liabilities included in other
payables and accruals ................ 4,554 — 4,554
Lease liabilities ...................... 4,740 1,353 6,093
Interest-bearing bank loans .............. 4,802 — 4,802
67,919 1,353 69,272
As at 31 December 2023
Less than
12 months or
on demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade and bills payables ................ 33,171 — 33,171
Financial liabilities included in other
payables and accruals ................ 12,641 — 12,641
Lease liabilities ...................... 1,266 95 1,361
Interest-bearing bank loans .............. 22,245 — 22,245
69,323 95 69,418
As at 31 December 2024
Less than
12 months or
on demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade and bills payables ................ 88,444 — 88,444
Financial liabilities included in other
payables and accruals ................ 15,665 — 15,665
Lease liabilities ...................... 2,122 8,926 11,048
Interest-bearing bank loans .............. 53,680 — 53,680
159,911 8,926 168,837
As at 30 September 2025
Less than
12 months or
on demand 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade and bills payables ................ 99,388 — 99,388
Financial liabilities included in other
payables and accruals ................ 18,036 — 18,036
Lease liabilities ...................... 3,065 11,713 14,778
Interest-bearing bank loans .............. 67,184 — 67,184
187,673 11,713 199,386
APPENDIX I ACCOUNTANTS’ REPORT
– I-94 –


--- page 401 ---
Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to
continue as a going concern and to maintain healthy capital ratios in order to support its business and
maximise shareholders’ value.
The Group manages its capital structure and makes adjustments to it in light of changes in
economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the
capital structure, the Group may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares. The Group is not subject to any externally imposed capital
requirements. No changes were made in the objectives, policies or processes for managing capital
during the Relevant Periods.
The asset-liability ratios as at the end of each of the Relevant Periods were as follows:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Total assets ..................... 357,713 335,225 470,796 474,647
Total liabilities ................... 100,832 122,737 227,814 258,673
Asset-liability ratio* ............... 28% 37% 48% 54%
* The asset-liability ratio is calculated by dividing total liabilities by total assets.
39. EVENTS AFTER THE RELEV ANT PERIODS
On 21 October 2025, the Group approved an equity incentive plan. Pursuant to the incentive plan,
the Group proposed to grant 26,473 shares of Hengqin Jili to 1 qualified employees at a subscription
price of RMB1 per share of the Company (indirectly holding 500,452 shares of the Company) and grant
76,688 shares of Hengqin Jichuang to 6 qualified employees at a subscription price of RMB1 per share
of the Company (indirectly holding 1,384,090 shares of the Company). The above awarded shares are
granted to respective qualified employees on 26 October 2025.
40. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of its
subsidiaries in respect of any period subsequent to 30 September 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-95 –


--- page 402 ---
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group prepared in accordance with Rule 4.29 of the Rules Governing the Listing of Securities on the
Stock Exchange of Hong Kong Limited and with reference to Accounting Guideline 7 “ Preparation of
Pro Forma Financial Information for inclusion in Investment Circulars ” issued by the Hong Kong
Institute of Certified Public Accountants is to illustrate the effect of the Global Offering on the
consolidated net tangible assets of the Group attributable to owners of the Company as at 30 September
2025 as if the Global Offering had taken place on that date.
The unaudited pro forma statement of adjusted consolidated net tangible assets of the Group has
been prepared for illustrative purposes only and because of its hypothetical nature, it may not provide a
true picture of the consolidated net tangible assets of the Group had the Global Offering been
completed as at 30 September 2025 or at any future date.
Consolidated net
tangible assets
attributable to
owners of the
company as of
30 September, 2025
Estimated net
proceeds from the
Global Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
attributable to
owners to owners of
the company as of
30 September, 2025
Unaudited pro forma adjusted consolidated
net tangible assets attributable to owners
of the company per share as of
30 September, 2025
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 3, 5) (Note 4) (Note 5)
Based on an Offer Price of
HK$40.00 per Share ..... 215,828 398,051 613,879 5.44 6.17
Notes:
(1) The consolidated net tangible assets of the Group attributable to owners of the Company as of 30 September, 2025 were
equal to the net liabilities attributable to owners of the Company as of 30 September, 2025 of RMB215,828,000 set out in
the Accountants’ Report in Appendix I in this prospectus.
(2) The estimated net proceeds from the Global Offering are based on the Offer Price of HK$40.00 per Share, after the
deduction of the underwriting fees and other related expenses payable by the Company (excluding the listing expenses that
have been charged to profit or loss during the Track Record Period).
(3) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the Company per Share is
arrived at after adjustments referred to in the preceding paragraphs and on the basis that 112,914,783 Shares are in issue
assuming the Global Offering have been completed on 30 September 2025.
(4) For the purpose of this unaudited pro forma adjusted consolidated net tangible assets, the estimated net proceeds from the
Global Offering are converted from Hong Kong dollars into Renminbi (“ RMB”) at an exchange rate of HK$1 to
RMB0.8816 and the unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the Company
per Share is converted from RMB into Hong Kong dollars at the same exchange rate. No representation is made that RMB
amounts have been, could have been or may be converted to Hong Kong dollars, or vice versa, at that rate.
(5) No adjustment has been made to reflect any trading result or other transactions of the Group entered into subsequent to 30
September 2025.
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
– IIA-1 –


--- page 403 ---
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of Shandong Extreme Vision Technology Co., Ltd.*
We have completed our assurance engagement to report on the compilation of unaudited pro forma
financial information of Shandong Extreme Vision Technology Co., Ltd.* (the “ Company ”) and its
subsidiaries (hereinafter collectively referred to as the “ Group ”) by the directors of the Company (the
“Directors ”) for illustrative purposes only. The unaudited pro forma financial information consists of
the unaudited pro forma consolidated net tangible assets as at 30 September 2025, and related notes as
set out on pages IIA-1 of the prospectus dated 20 March 2026 issued by the Company (the “ Unaudited
Pro Forma Financial Information ”). The applicable criteria on the basis of which the Directors have
compiled the Unaudited Pro Forma Financial Information are described in Appendix IIA to the
Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate
the impact of the global offering of shares of the Company on the Group’s financial position as at 30
September 2025 as if the transaction had taken place at 30 September 2025. As part of this process,
information about the Group’s financial position has been extracted by the Directors from the Group’s
financial statements for the period ended 30 September 2025, on which an accountants’ report has been
published.
Directors’ responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial Information in
accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “ Listing Rules ”) and with reference to Accounting Guideline
(“AG”) 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars issued
by the Hong Kong Institute of Certified Public Accountants (the “ HKICPA”).
Our independence and quality management
We have complied with the independence and other ethical requirements of the Code of Ethics for
Professional Accountants issued by the HKICPA, which is founded on fundamental principles of
integrity, objectivity, professional competence and due care, confidentiality and professional behavior.
Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for Firms
that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services
Engagements which requires the firm to design, implement and operate a system of quality management
including policies or procedures regarding compliance with ethical requirements, professional standards
and applicable legal and regulatory requirements.
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
– IIA-2 –


--- page 404 ---
Reporting accountants’ responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules,
on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept
any responsibility for any reports previously given by us on any financial information used in the
compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom
those reports were addressed by us at the dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial
Information Included in a Prospectus issued by the HKICPA. This standard requires that the reporting
accountants plan and perform procedures to obtain reasonable assurance about whether the Directors
have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of
the Listing Rules and with reference to AG 7 issued by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial
Information, nor have we, in the course of this engagement, performed an audit or review of the
financial information used in compiling the Unaudited Pro Forma Financial Information.
The purpose of the Unaudited Pro Forma Financial Information included in the Prospectus is
solely to illustrate the impact of the global offering of shares of the Company on unadjusted financial
information of the Group as if the transaction had been undertaken at an earlier date selected for
purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of
the transaction would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial
Information has been properly compiled on the basis of the applicable criteria involves performing
procedures to assess whether the applicable criteria used by the Directors in the compilation of the
Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant
effects directly attributable to the transaction, and to obtain sufficient appropriate evidence about
whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the Unaudited Pro Forma Financial Information reflects the proper application of those
adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to the
reporting accountants’ understanding of the nature of the Group, the transaction in respect of which the
Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement
circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma
Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
– IIA-3 –


--- page 405 ---
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled on the basis
stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma Financial
Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Certificated Public Accountants
Hong Kong
20 March 2026
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
– IIA-4 –


--- page 406 ---
The following is the preliminary financial information of our Group as at and for the year ended
31 December 2025 (the “ 2025 Preliminary Financial Information ”), together with comparative
financial information as of and for the year ended December 31, 2024 and a management’s discussion
and analysis of results of our Group’s financial position and results of operations. The 2025 Preliminary
Financial Information has been prepared based on the consolidated financial statements of the Group
prepared in accordance with IFRS Accounting Standards. The 2025 Preliminary Financial Information
does not constitute the audited consolidated financial statements of the Group for the year ended 31
December 2025. The 2025 Preliminary Financial Information was not audited. Investors should bear in
mind that the 2025 Preliminary Financial Information in this appendix may be subject to adjustments.
2025 PRELIMINARY FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
Y ear ended 31 December
Notes 2025 2024
RMB’000 RMB’000
REVENUE .............................. 4 292,076 257,296
Cost of sales ............................. (170,958) (153,817)
Gross profit .............................. 121,118 103,479
Other income and gains ..................... 5 13,079 7,011
Selling and distribution expenses ............... (18,495) (22,261)
Administrative expenses ..................... (58,170) (31,188)
Research and development expenses ............ (85,052) (44,821)
Impairment losses on financial assets, net ........ (15,584) (5,090)
Other expenses ............................ (1,607) (833)
Finance costs ............................. 7 (2,386) (1,372)
(LOSS)/PROFIT BEFORE TAX .............. (47,097) 4,925
Income tax credit .......................... 8 1,319 3,783
(LOSS)/PROFIT FOR THE YEAR ............ (45,778) 8,708
Attributable to:
Owners of the parent ...................... (45,776) 8,683
Non-controlling interests ................... (2) 25
(LOSS)/EARNINGS PER SHARE
ATTRIBUTABLE TO ORDINARY EQUITY
HOLDERS OF THE PARENT
Basic and diluted (RMB) ..................... 10 (0.46) 0.09
(LOSS)/PROFIT FOR THE YEAR ............ (45,778) 8,708
TOTAL COMPREHENSIVE (LOSS)/INCOMER
FOR THE YEAR ........................ (45,778) 8,708
Attributable to:
Owners of the parent ...................... (45,776) 8,683
Non-controlling interests ................... (2) 25
(45,778) 8,708
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-1 –


--- page 407 ---
2025 PRELIMINARY FINANCIAL INFORMATION (Continued)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
Notes 2025 2024
RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment ................. 2,582 2,966
Right-of-use assets ......................... 11,964 8,929
Prepayments, other receivables and other assets .... 922 771
Deferred tax assets ......................... 5,810 4,485
Contract assets ............................ 2,627 3,627
Other non-current assets ..................... 5,086 —
Total non-current assets ..................... 28,991 20,778
CURRENT ASSETS
Inventories ............................... 11 19,889 38,577
Trade and bills receivables ................... 12 232,593 178,028
Contract assets ............................ 3,860 4,668
Prepayments, other receivables and other assets .... 21,131 11,431
Financial assets at fair value through profit or loss
(“FVTPL ”)............................. 155,765 186,006
Time deposits ............................. 10,460 —
Restricted bank deposits ..................... 192 136
Cash and cash equivalents .................... 13,408 31,172
Total current assets ......................... 457,298 450,018
CURRENT LIABILITIES
Trade and bills payables ..................... 13 126,828 88,444
Contract liabilities ......................... 8,477 17,629
Other payables and accruals .................. 39,619 36,923
Interest-bearing bank borrowings ............... 58,942 53,138
Lease liabilities ........................... 3,778 2,116
Tax payable .............................. 343 491
Total current liabilities ...................... 237,987 198,741
NET CURRENT ASSETS ................... 219,311 251,277
TOTAL ASSETS LESS CURRENT LIABILITIES . 248,302 272,055
NON-CURRENT LIABILITIES
Lease liabilities ........................... 10,364 7,782
Contract liabilities ......................... 7,879 5,410
Deferred income ........................... 14,361 15,881
Total non-current liabilities ................... 32,604 29,073
Net assets ............................... 215,698 242,982
EQUITY
Equity attributable to owners of the parent
Share capital ............................. 14 100,435 100,435
Reserves ................................ 115,121 142,403
Non-controlling interests ..................... 142 144
Total equity .............................. 215,698 242,982
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-2 –


--- page 408 ---
2025 PRELIMINARY FINANCIAL INFORMATION (Continued)
NOTES TO THE PRELIMINARY FINANCIAL INFORMATION
1. GENERAL INFORMATION
The Company is a joint stock company with limited liability established in Qingdao Shandong
Province, the People’s Republic of China (the “ PRC”) on 15 June 2015. The registered office address
of the Company is Room 1201, Jingkong Building, No. 57, Lushan Road, Huangdao District, Qingdao,
Shandong Province, PRC.
The Company and its subsidiaries (together, the “ Group ”) are principally engaged in delivering
end-to-end solution development, deployment and management services to enterprises across diverse
industries.
2. BASIS OF PREPARATION
This Preliminary Financial Information has been prepared in accordance with the applicable
disclosure requirements of Appendix D2 to the Rules Governing the Listing of Securities on the Main
Board of The Stock Exchange of Hong Kong Limited in relation to annual results announcements.
The consolidated financial statements have been prepared in accordance with IFRS Accounting
Standards (“ IFRS Accounting Standards ”), which comprise all standards and interpretations approved
by the International Accounting Standards Board (“ IASB”).
All IFRS Accounting Standards effective for the accounting period commencing from 1 January
2025, together with the relevant transitional provisions, have been early adopted by the Group from 1
January 2022 (the date of transition to IFRS Accounting Standards).
They have been prepared under the historical cost convention except for certain financial
instruments which have been measured at fair value at the end of the reporting periods. The
consolidated financial statements are presented in Renminbi (“ RMB”), and all values are rounded to the
nearest thousand except when otherwise indicated.
The Preliminary Financial Information does not include all of the information required for a
complete set of financial statements prepared in accordance with the IFRS Accounting Standards.
3. ISSUED BUT NOT YET EFFECTIVE HKFRS ACCOUNTING STANDARDS
The Group has not applied the following new and revised IFRS Accounting Standards, that have
been issued but are not yet effective, in the Historical Financial Information. The Group intends to
apply these new and revised IFRS Accounting Standards, if applicable, when they become effective.
IFRS 18 Presentation and Disclosure in Financial Statements
2
IFRS 19 Subsidiaries without Public Accountability: Disclosures 2
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of
Financial Instruments 1
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its
Associate or Joint V enture 3
Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency 2
Annual Improvements to IFRS
Accounting Standards — V olume 11
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-3 –


--- page 409 ---
2025 PRELIMINARY FINANCIAL INFORMATION (Continued)
NOTES TO THE PRELIMINARY FINANCIAL INFORMATION (Continued)
The Group is in the process of making a detailed assessment of the impact of these new and
revised IFRS Accounting Standards upon initial application. So far, the Group considers that these new
and revised IFRS Accounting Standards, except for IFRS 18, may result in changes in accounting
policies but are unlikely to have a significant impact on the Group’s financial performance and
financial position in the period of initial application. The application of IFRS 18 is not expected to
have a material impact on the financial position of the Group but is expected to affect the presentation
of the statement of profit or loss and other comprehensive income and statement of cash flows and
disclosures in the future financial information. The Group will continue to assess the impact of IFRS 18
on the Group’s financial information.
4. REVENUE
An analysis of revenue is as follows:
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
Revenue from contracts with customers ................... 292,076 257,296
Revenue from contracts with customers
(a) Disaggregated revenue information
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
Types of goods or services
Standard AI computer vision solutions .................... 54,975 45,261
Customized AI computer vision solutions .................. 46,032 40,487
Software-defined All-in-One AI solutions .................. 124,881 109,426
Large model solutions ................................ 66,188 62,122
292,076 257,296
Timing of revenue recognition
Services transferred overtime .......................... 19,488 9,427
Services or Goods transferred at a point in time ............. 272,588 247,869
Total revenue from contracts with customers ............... 292,076 257,296
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-4 –


--- page 410 ---
2025 PRELIMINARY FINANCIAL INFORMATION (Continued)
NOTES TO THE PRELIMINARY FINANCIAL INFORMATION (Continued)
The following table shows the amounts of revenue recognised in the year that were included in
the contract liabilities at the beginning of each of the year and recognised from performance obligations
satisfied in previous periods:
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
Revenue recognized that was included in contract liabilities at
the beginning of the reporting period:
Services and Goods ................................. 16,223 28,053
(b) Performance obligations
Information about the Group’s performance obligations is summarised below:
a) Computer Vision Solutions
Standard Al computer vision solutions
The performance obligation is satisfied upon delivery of the Standard AI computer vision solutions and
payments of 10% to 30% of the contract value are generally due within 30 days of contract signing, and
the remaining payment is usually due 30 days after delivery and customer acceptance.
Customized AI computer vision solutions
The performance obligation is satisfied upon delivery of the customized AI computer vision solutions
and payments of 10% to 30% of the contract value are generally due within 30 days of contract signing,
and the remaining payment is usually due 30 days after delivery and customer acceptance.
Software-defined All-in-one AI solutions
The performance obligation is satisfied upon delivery of the software-defined All-in-one AI solutions
and payments of 10% to 30% of the contract value are generally due within 30 days of contract signing,
and the remaining payment is usually due 30 days after delivery and customer acceptance.
The performance obligation of management and operation service is satisfied overtime as services are
rendered and payment is generally due upon completion of service and customer acceptance.
b) Large model solutions
The performance obligation is satisfied upon delivery of the large model solutions and payments
of 10% to 30% of the contract value are generally due within 30 days of contract signing, and the
remaining payment is usually due 30 days after delivery and customer acceptance.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-5 –


--- page 411 ---
2025 PRELIMINARY FINANCIAL INFORMATION (Continued)
NOTES TO THE PRELIMINARY FINANCIAL INFORMATION (Continued)
5. OTHER INCOME AND GAINS
An analysis of other income and gains is as follows:
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
Other income
Interest income ..................................... 179 228
Government grants* ................................. 6,995 1,564
Investment income .................................. 2,487 3,185
Others ........................................... 145 163
Gains
Fair value gain on financial assets at fair value through profit ... 3,273 1,712
Foreign exchange gains, net ........................... — 159
13,079 7,011
* The Group has received certain government grants related to income that are receivable as compensation for expenses or
losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs.
Such grants are recognized in profit or loss in the period in which they become receivable.
6. (LOSS)/PROFIT BEFORE TAX
The Group’s (loss)/profit before tax is arrived at after charging/(crediting):
Y ear ended 31 December
Notes 2025 2024
RMB’000 RMB’000
Cost of inventories and services sold* ........... 170,958 153,817
Research and development costs ............... 85,052 44,821
Depreciation of property, plant and equipment** ... 1,430 1,745
Depreciation of right-of-use assets** ............ 2,779 2,719
Share-based payment expenses ................ 18,494 11,786
Listing expenses ........................... 16,947 —
Auditor’s remuneration ...................... 1,810 83
Employee benefit expenses (excluding directors’ and
chief executive’s remuneration)
— Wages and salaries ....................... 56,025 59,804
— Pension scheme contributions ............... 2,094 5,605
Foreign exchange differences, net .............. — (159)
Impairment of financial and contract assets, net:
Impairment of trade receivables ................ 15,326 4,977
Impairment of bills receivables ................ 186 139
Impairment/(reversal of impairment) included in
prepayments, other receivables and other assets .. 72 (26)
Impairment of contract assets ................. 1,151 495
Write-down of inventories to net realisable value* .. 1,409 5,400
Product warranty provision
*** ................. 2,556 2,420
Fair value losses/(gains), net:
Fair value assets at fair value through profit or loss . (3,273) (1,712)
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-6 –


--- page 412 ---
2025 PRELIMINARY FINANCIAL INFORMATION (Continued)
NOTES TO THE PRELIMINARY FINANCIAL INFORMATION (Continued)
* Write-down of inventories are included in “Cost of sales” in the consolidated statements of profit or loss and other
comprehensive income
** The depreciation of property, plant and equipment, amortisation of intangible assets, and right-of-use assets are included in
“Cost of sales”, “Selling and distribution expenses”, “Administrative expenses”, and “Research and development expenses”
in the consolidated statements of profit or loss and other comprehensive income.
*** The amounts are included in “cost of sales” in the consolidated statements of profit or loss and other comprehensive
income
7. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
Interest on bank loans ................................ 1,840 544
Interest on discounted notes ........................... — 460
Interest on lease liabilities ............................. 546 368
Total ............................................ 2,386 1,372
8. INCOME TAX
The income tax expense of the Group for the year is analysed as follows:
Y ear ended 31 December
2025 2024
RMB’000 RMB’000
Current income tax .................................. 6 702
Deferred income tax ................................. (1,325) (4,485)
Total tax (credit) for the year .......................... (1,319) (3,783)
9. DIVIDEND
No dividend has been paid or declared by the Company for the year ended 31 December 2025.
10. (LOSSES)/EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS
OF THE PARENT
The calculation of the basic earnings/loss per share amounts is based on the profit/loss for the
year attributable to ordinary equity holders of the parent, and the weighted average number of ordinary
shares in issue for the year ended at 31 December 2025.
No adjustment has been made to the basic earnings/loss per share amounts presented for the year
in respect of a dilution as the Group had no potentially dilutive ordinary shares in issue.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-7 –


--- page 413 ---
2025 PRELIMINARY FINANCIAL INFORMATION (Continued)
NOTES TO THE PRELIMINARY FINANCIAL INFORMATION (Continued)
The calculation of basic and diluted earnings/loss per share is based on:
Y ear ended 31 December
2025 2024
Loss/profit
(Loss)/profit attributable to ordinary equity holders of the
parent, used in the basic loss per share calculation
(RMB’000) ...................................... (45,776) 8,683
Shares
Weighted average number of ordinary shares in issue during the
year, used in the basic earnings/loss per share calculation .... 100,434,783 100,047,647
11. INVENTORIES
As at 31 December
2025 2024
RMB’000 RMB’000
Contract performance costs ............................ 20,285 43,916
Finished goods ..................................... 1,750 1,268
Goods in transit .................................... 317 168
Less: inventory provision ............................. 2,463 6,775
Total ............................................ 19,889 38,577
12. TRADE AND BILLS RECEIV ABLES
As at 31 December
2025 2024
RMB’000 RMB’000
Trade receivables
Third parties ...................................... 251,003 182,926
Less: impairment of trade receivables .................... 22,787 7,461
Trade receivables, net ................................ 228,216 175,465
Bills receivables ................................... 4,705 2,705
Less: impairment of bill receivables ...................... 328 142
Bills receivables, net ................................. 4,377 2,563
232,593 178,028
Analysed into:
Current portion ..................................... 232,593 178,028
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-8 –


--- page 414 ---
2025 PRELIMINARY FINANCIAL INFORMATION (Continued)
NOTES TO THE PRELIMINARY FINANCIAL INFORMATION (Continued)
An ageing analysis of the trade receivables as at the end of the year, based on the invoice date and
net of allowance for expected credit losses, is as follows:
As at 31 December
2025 2024
RMB’000 RMB’000
Within 1 year ...................................... 173,483 166,269
1 to 2 years ....................................... 55,956 9,503
2 to 3 years ....................................... 2,403 2,226
3 to 4 years ....................................... 751 30
Total ............................................ 232,593 178,028
13. TRADE AND BILLS PAYABLES
As at 31 December
2025 2024
RMB’000 RMB’000
Trade payables ..................................... 126,828 88,444
Bills payables ...................................... ——
Total ............................................ 126,828 88,444
An ageing analysis of the trade and bills payables as at the end of each of the year, based on the
invoice date, is as follows:
As at 31 December
2025 2024
RMB’000 RMB’000
Within 1 year ...................................... 87,738 80,860
Over 1 year ....................................... 39,090 7,584
Total ............................................ 126,828 88,444
Trade payables are non-interest-bearing and are normally settled within three months.
14. SHARE CAPITAL
Number of shares
in issue Share capital
As at 1 January 2024 ................................ 100,000,000 100,000
Capital contribution by shareholders ..................... 435,000 435
As at 31 December 2024 and 2025 ...................... 100,435,000 100,435
15. COMMITMENTS
The Company did not have any significant commitments as at 31 December 2025 and 2024.
16. EVENTS AFTER THE REPORTING PERIODS
No significant events have occurred in respect of any period subsequent to 31 December 2025.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-9 –


--- page 415 ---
REVIEW OF OUR PRELIMINARY FINANCIAL INFORMATION
The unaudited financial information in respect of our consolidated statement of financial position,
consolidated statement of profit or loss and other comprehensive income and the related notes thereto
for the year ended 31 December 2025 as set out in the 2025 Preliminary Financial Information above
have been agreed by the Reporting Accountants to the amounts set out in our draft consolidated
financial statements for the year ended 31 December 2025, following their work under Practice Note
730 (Revised) “Guidance for Auditors Regarding Preliminary Announcement of Annual Results” issued
by the Hong Kong Institute of Certified Public Accountants. The work performed by the Reporting
Accountants in this respect did not constitute an assurance engagement and consequently no opinion
and assurance conclusion has been expressed by the Reporting Accountants on the 2025 Preliminary
Financial Information.
BUSINESS REVIEW AND OUTLOOK
We are an AI computer vision solution provider in China, delivering end-to-end solution
development, deployment and management services to enterprises across diverse industries.
Additionally, we have successfully expanded into delivering commercially viable large model solutions
to empower enterprises in their digital transformation. According to Frost & Sullivan, we ranked eighth
in China’s emerging computer vision solution market by revenue in 2024.
Our business entails the following operations:
 AI Computer Vision Solutions. We offer standard AI computer vision solutions, customized
AI computer vision solutions and software-defined All-in-One AI solutions.
 Standard AI Computer Vision Solutions. Our standard AI computer vision solutions
comprise standard AI computer vision algorithms, Extreme Stars and Extreme Flow.
For standard AI computer vision algorithms, we select the appropriate algorithms from
our marketplace and deliver them to our customers directly.
 Customized AI Computer Vision Solutions. Based on enterprises’ business needs and
specific requirements, we also provide customized AI computer vision solutions
tailored to their unique application scenarios.
 Software-Defined All-in-One AI Solutions. Our software-defined All-in-One AI
solutions include standard and customized computer vision algorithms, platforms (with
customized functionality as required), customized software and related services and
devices to provide easy-to-use and ready-to-use one-stop AI solutions.
 Large Model Solutions. We adapt general-purpose large models to meet our customers’
diverse needs by incorporating their industry and operational knowledge. By using advanced
technologies such as multi-agent optimization, RAG and our scenario-based algorithms, we
provide customized large model solutions designed for enterprise professional use.
Going forward, we plan to implement the following strategies, which we believe will strengthen
our market position, increase our market share and capture the growth in our industry:
 Enhancing our infrastructure platforms and advancing AI solutions development through
continuous investment and innovation;
 Expanding Business by Building a Strengthened Marketing Network;
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-10 –


--- page 416 ---
 Expanding and Upgrading Our AI Talent Pool;
 Implementing Our Global Expansion Strategy; and
 Managing our Costs and Improving Operational Efficiency.
Since December 31, 2025 and up to the date of this Prospectus, our business generally
experienced continued growth and, to the best of our knowledge, (i) there has been no material adverse
change in our financial or trading position; and (ii) there has been no material adverse change in our
business, the industry in which we operate and/or market or regulatory environment to which we are
subject.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
OPERATION RESULTS
Y ear-to-Y ear Comparison of Results of Operations
Revenue
Our revenue increased by 13.5% from RMB257.3 million in 2024 to RMB292.1 million in 2025.
The increase in our revenue was primarily driven by the increased revenue in Standard AI computer
vision solutions and Software-defined All-in-One AI solutions.
Standard AI Computer Vision Solutions. Our revenue from standard AI computer vision solutions
increased by 21.5% from RMB45.3 million in 2024 to RMB55.0 million in 2025, primarily because the
number of customers for our standard AI computer vision solutions increased from 48 in 2024 to 68 in
2025.
Customized AI Computer Vision Solutions. Our revenue from customized AI computer vision
solutions increased by 13.7% from RMB40.5 million in 2024 to RMB46.0 million in 2025, primarily
because the numbers of customers subscribing to customized AI computer vision solution increased
from 25 in 2024 to 36 for in 2025.
Software-defined All-in-One AI Solutions. Our revenue from software-defined All-in-One AI
solutions increased slightly by 14.1% from RMB109.4 million in 2024 to RMB124.9 million in 2025,
primarily because the average price per customers of our software-defined All-in-One AI solutions
increased from RMB570 thousand in 2024 to RMB647 thousand in 2025.
Large Model Solutions. Our revenue from large model solutions increased by 6.5% from
RMB62.1 million in 2024 to RMB66.2 million in 2025, primarily because the number of customers
increased from one in 2024 to 12 in 2025.
Cost of sales
Our cost of sales increased by 11.1% from RMB153.8 million in 2024 to RMB171.0 million in
2025, which was in line with that of our revenue for the same period.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
– IIB-11 –


--- page 417 ---
Gross profit and gross profit margin
As a result of the foregoing, our total gross profit increased by 17.0% from RMB103.5 million in
2024 to RMB121.1 million in 2025. Our total gross profit margin increased from 40.2% in 2024 to
41.5% in 2025, primarily due to the gross profit margin from large model solutions increased from
22.8% in 2024 to 36.6% in 2025.
Standard AI Computer Vision Solutions. Our gross profit of standard AI computer vision
solutions increased by 6.6% from RMB36.3 million in 2024 to RMB38.5 million in 2025. Our gross
profit margin of standard AI computer vision solutions decreased from 80.1% in 2024 to 70.3% in
2025, primarily due to the rapid growth of the large model application market, which has led to more
sophisticated decision-making processes among our computer vision customers and more resources
allocated for the pre-sales customer services.
Customized AI Computer Vision Solutions. Our gross profit of customized AI computer vision
solutions increased by 13.3% from RMB13.8 million in 2024 to RMB15.7 million in 2025, primarily
due to the increase in revenue from customized AI computer vision solutions. Our gross profit margin
of customized AI computer vision solutions remained stable at 34.2% in 2024 and 34.1% in 2025.
Software-defined All-in-One AI Solutions. Our gross profit of software-defined All-in-One AI
solutions increased by 8.5% from RMB39.2 million in 2024 to RMB42.5 million in 2025, primarily due
to the increase in revenue from software-defined All-in-One AI solutions. Our gross profit margin of
software-defined All-in-One AI solutions decreased from 35.8% in 2024 to 34.1% in 2025, as products
are not standard products with a fixed range of gross profit margin.
Large Model Solutions. Our gross profit of large model solutions increased by 70.8% from
RMB14.2 million in 2024 to RMB24.2 million in 2025, primarily because such business was recently
launched in the second half of 2024. Our gross profit margin of large model solutions increased from
22.8% in 2024 to 36.6% in 2025, as our continuous R&D investment in related technical fields, along
with the accumulated project experience, has led to an increased level of standardization in large model
solutions, thereby optimizing per-project implementation efficiency and the cost structure of delivery.
Other income and gains
Our other income and gains increased by 86.6% from RMB7.0 million in 2024 to RMB13.1
million in 2025, primarily due to (i) the increase of government grants; (ii) the increase of fair value
gain on financial assets at fair value through profit which was caused by changes in the fair value of
wealth management products; and (iii) partially offset by the decrease in investment income.
Selling and distribution expenses
Our selling and distribution expenses decreased by 16.9% from RMB22.3 million in 2024 to
RMB18.5 million in 2025, primarily due to our efforts to optimize the allocation of selling expenses
and strengthen its expense management system against the backdrop of continuous business expansion.
Concurrently, the Group has strengthened its review and evaluation procedures for expenditures on
marketing promotions and travel, thereby improving the efficiency of expense utilization.
Administrative expenses
Our administrative expenses increased by 86.5% from RMB31.2 million in 2024 to RMB58.2
million in 2025, primarily due to the increase in listing expense and the increase in expenses led by the
employee incentive scheme.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
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Research and development expenses
Our research and development expenses increased by 89.8% from RMB44.8 million in 2024 to
RMB85.1 million in 2025, primarily due to the increase in technical service expenses for our large
model projects, which mainly consist of cloud service expenses and data procurement expenses.
Impairment losses on financial assets, net
Our net impairment losses on financial assets increased from RMB5.1 million in 2024 to
RMB15.6 million in 2025, primarily due to the increase in provisions resulting from the increased trade
receivables, which was in line with growth in revenue.
Other expenses
Our other expenses increased from RMB0.8 million in 2024 to RMB1.6 million in 2025, primarily
due to the increase in non-operating expenses and exchange loss.
Finance costs
Our finance costs remained relatively stable at RMB1.4 million in 2024 and RMB2.4 million in
2025, primarily due to the increase in interest on bank loans and interest in the lease liabilities.
Income tax (expenses)/credits
We recorded income tax credits of RMB3.8 million in 2024 and income tax credits of RMB1.3
million in 2025, primarily due to the decrease in deferred income tax.
(Loss)/profit for the year/period
As a result of the foregoing, we recorded a profit of RMB8.7 million in 2024 and a loss of
RMB45.8 million in 2025, which was primarily due to the increase in research and development
expenses and listing expenses.
Discussion of Certain Selected Items of Consolidated Statement of Financial Position
Property, Plant and Equipment
Our property, plant and equipment primarily consist of electronic equipment and others and
leasehold improvements. Our property, plant and equipment decreased from RMB3.0 million as of
December 31, 2024 to RMB2.6 million as of December 31, 2025, primarily due to the decrease in
leasehold improvement.
Right-of-use Assets
Our right-of-use assets are primarily in relation to office premises. Our right-of-use assets
increased from RMB8.9 million as of December 31, 2024 to RMB12.0 million as of December 31,
2025, since we newly leased our Qingdao office.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
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Inventories
Our inventories primarily consist of contract performance costs, raw materials and goods in
transit. Our inventories decreased from RMB38.6 million as of December 31, 2024 to RMB19.9 million
as of December 31, 2025, primarily due to the decrease in contract performance costs, which primarily
due to the decrease of contract performance costs. This was mainly because the we had purchased a
batch of domestic AI computing accelerator cards for a specific project in 2024, which were
subsequently sold externally in 2025, leading to a corresponding decrease in contract performance
costs.
Trade and Bills Receivable
Our trade and bills receivables increased from RMB178.0 million as of December 31, 2024 to
RMB232.6 million as of December 31, 2025, which was primarily due to the increase in revenue.
Prepayments, Deposits and other Receivables
Our prepayments, deposits and other receivables primarily consist of prepayments, value-added
tax recoverable and other tax refundable, other receivables and deposits, prepaid tax and deferred
listing expenses. Our prepayments, deposits and other receivables increased from RMB11.4 million as
of December 31, 2024 to RMB22.1 million as of December 31, 2025, primarily because of the increase
in other receivables and deferred listing expenses.
Financial Assets at FVTPL
Our financial assets at FVTPL represent our unlisted investments, at fair value. Our financial
assets at FVTPL decreased from RMB186.0 million as of December 31, 2024 to RMB155.8 million as
of December 31, 2025, since the redemption amount of our wealth management products at maturity is
larger than the subscription amount of it.
Cash and Cash Equivalents
Our cash and cash equivalents primarily consist of time deposits and restricted bank deposits. Our
cash and cash equivalents decreased from RMB31.2 million in 2024 to RMB13.4 million in 2025,
primarily due to since the net cash used in operating activities increased, which was due to the listing
expenses and investment in R&D of large model solutions.
Trade and Bills Payables
Our trade and bills payables increased from RMB88.4 million in 2024 to RMB126.8 million in
2025, primarily due to the increase of our purchase amount which is in line with our sale amount.
Other Payables and Accruals
Our other payables and accruals primarily represent output V AT payables, other payables, payroll
payables, product warranty provision and other tax payables. Our other payables and accruals increased
from RMB36.9 million in 2024 to RMB39.6 million in 2025, primarily due to the increase in payroll
payable and other tax payable.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
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Interest-bearing Bank Loans
Our interest-bearing bank loans primarily consist of secured bank loans and unsecured bank loans.
Our interest-bearing bank loans increased from RMB53.1 million in 2024 to RMB58.9 million in 2025,
primarily due to the increase in unsecured bank loans.
Contract Liabilities
Our contract liabilities primarily consist of advances from customers for services and goods. Our
contract liabilities decreased from RMB23.0 million in 2024 to RMB16.4 million in 2025, as certain of
our project which were not accepted in 2024 were accepted by our customers in 2025.
Net Current Assets
The following table sets forth our current assets and current liabilities as of the dates indicated:
As of December
31,
As of December
31,
2024 2025
RMB’000 RMB’000
CURRENT ASSETS
Inventories ........................................ 38,577 19,889
Trade and bills receivables ............................ 178,028 232,593
Contract assets ..................................... 4,668 3,860
Prepayments, deposits and other receivables ................ 11,431 21,131
Financial assets at fair value through profit or loss ........... 186,006 155,765
Time deposits ...................................... — 10,460
Restricted bank deposits .............................. 136 192
Cash and cash equivalents ............................. 31,172 13,408
Total current assets .................................. 450,018 457,298
CURRENT LIABILITIES
Trade and bills payables .............................. 88,444 126,828
Other payables and accruals ........................... 36,923 39,619
Interest-bearing bank borrowings ........................ 53,138 58,942
Lease liabilities .................................... 2,116 3,778
Contract liabilities .................................. 17,629 8,477
Tax payable ....................................... 491 343
Total current liabilities ............................... 198,741 237,987
NET CURRENT ASSETS ............................. 251,277 219,311
Our net current assets decreased from RMB251.3 million in 2024, to RMB219.3 million in 2025,
primarily due to the increase of total current liabilities as of December 31, 2025, which were caused by
(i) an increase in trade and bills payables of RMB38.4 millions, (ii) an increase in interest-bearing bank
borrowings of RMB5.8 million, and (iii) an increase in other payables and accruals of RMB2.7 million.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
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Indebtedness
The following table sets forth a breakdown of our indebtedness as of the dates indicated.
As of December
31,
As of December
31,
2024 2025
RMB’000 RMB’000
Bank loans ....................................... 53,138 58,942
Lease liabilities .................................... 9,898 14,142
Total ............................................ 63,036 73,084
Key Financial Ratios
The following table sets forth our key financial ratios for the periods indicated.
As of
December 31,
As of
December 31,
2024 2025
Revenue growth rate (1) ............................... 101.5% 13.5%
Gross profit growth rate (2) ............................. 212.9% 17.0%
Gross profit margin (3) ................................ 40.2% 41.5%
Current ratio (4) ..................................... 2.3 1.9
Quick ratio (5) ...................................... 2.1 1.8
Notes:
(1) Revenue growth rate represents the current year’s/period’s revenue growth amount to the prior year’s/period’s revenue
amount.
(2) Gross profit growth rate represents the increase in gross profit for this year/period to the prior year’s/period’s gross profit
amount.
(3) Represents gross profit for the period divided by revenue for the same period and multiplied by 100%.
(4) Current ratio is calculated based on the current assets as of the end of period divided by current liabilities as of the same
date.
(5) Quick ratio is calculated based on the current assets less inventories as of the end of period divided by current liabilities as
of the same date.
DISCLOSURE ABOUT FINANCIAL RISKS
Please refer to note 38 to the Accountants’ Report in Appendix I to this Prospectus for a detailed
description of our financial risk management.
CODE ON CORPORATE GOVERNANCE PRACTICES
Since we were not yet listed on the Stock Exchange during the year ended December 31, 2025,
the Corporate Governance Code as set out in Appendix C1 to the Listing Rules was not applicable to us
during such period. After the Listing, save as disclosed in “Directors and Senior Management —
Corporate Governance Code”, we will comply with all the code provisions set forth in the Corporate
Governance Code.
PURCHASE, SALE OR REDEMPTION OF OUR COMPANY’S SHARES
Since we were not yet listed on the Stock Exchange during the year ended December 31, 2025,
this disclosure requirement is not applicable to us.
APPENDIX IIB UNAUDITED PRELIMINARY FINANCIAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2025
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This Appendix summarizes the principal provisions of the Company’ s Articles of Association
approved on June, 2025, which shall take effect on the date of the H-Shares being listed on the Stock
Exchange. As the primary purpose of this appendix is to provide potential investors with an overview of
the Company’ s Articles of Association, it does not necessarily contain all of the information that is
important to potential investors.
SHARES
Issue of Shares
The shares of the Company are issued in the form of registered stock.
The Company shall issue shares in an open, fair and just manner, and each share of the same class
shall have the same rights.
All shares issued by the Company shall be shares with par value, and each share shall have a par
value of RMB1.00. Among the shares issued by the Company, the unlisted shares in the territory shall
be centrally registered and deposited with the securities registration and settlement institution in the
territory, and the registration and settlement arrangements for H shares, etc. shall be applicable to the
provisions of the place of overseas listing.
Increase, Decrease and Repurchase of Shares
Increase and Decrease of Shares
In accordance with the needs of its business operation and development, and in compliance with
applicable laws, administrative regulations, departmental rules, regulatory documents, the Hong Kong
Listing Rules, and the requirements of relevant regulatory authorities, the Company may increase its
capital in the following ways upon separate resolutions adopted by the shareholders’ meeting:
(I) a public offering of shares;
(II) a private placement of shares;
(III) allotment of bonus shares to existing shareholders;
(IV) conversion of funds in the capital reserve to share capital;
(V) other means stipulated by laws and administrative regulations or approved by China
Securities Regulatory Commission (“ CSRC”).
The Company may reduce its registered capital. The Company shall reduce its registered capital in
accordance with the procedures stipulated in the Company Law and other relevant regulations and the
Articles of Association.
The Company shall not repurchase its own shares. However, subject to the provisions of the
securities regulatory authorities of the places where the Company’s shares are listed and the Hong Kong
Listing Rules, this does not apply in any of the following circumstances:
(I) to reduce the Company’s registered capital;
(II) to merge with another company that holds the Company’s shares;
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(III) to use the shares for an employee stock ownership plan or equity incentive;
(IV) shareholders object to resolutions of the shareholders’ meeting concerning merger or division
of the Company, requiring the Company to purchase their shares;
(V) to use the shares to convert into the convertible corporate bonds issued by the Company;
(VI) when it is necessary for the Company to safeguard its own value and the rights and interests
of shareholders;
The Company may acquire its own shares through public centralized trading methods or other
methods recognized by laws, administrative regulations, the CSRC, and the securities regulatory
authorities of the place where the Company’s shares are.
In the case of the Company acquiring its own shares under the circumstances stipulated in (III),
(V), and (VI) above, should be conducted through open and centralized trading.
In the case of acquiring the Company’s own shares under the circumstances stipulated in (I) and
(II) above, a resolution of the shareholders’ meeting shall be required.
In the case of the Company acquiring its own shares under the circumstances stipulated in (III),
(V), and (VI) above, in accordance with the provisions of these Articles of Association or the
authorization of the shareholders’ meeting, and subject to compliance with the rules of securities
regulation of the place where the shares of the Company are listed, be applied, a resolution of the
Board meeting attended by more than two-thirds of the directors is sufficient.
After the Company acquires its own shares in accordance with the above-mentioned provisions, in
the case of (I), the shares shall be cancelled within 10 days from the date of acquisition; in the cases of
(II) and (IV), the shares shall be transferred or cancelled within 6 months. When the Company acquires
its own shares in accordance with (III), (V), and (VI) above, the number of acquired shares shall not
exceed 10% of the total number of the Company’s issued shares, and the acquired shares shall be
transferred or cancelled within 3 years.
If the Hong Kong Listing Rules and securities regulatory rules of the place where the Company’s
shares have other provisions regarding the relevant matters involved in the aforementioned share
repurchase, such other provisions shall prevail.
Share Transfer
The shares of the Company can be transferred according to law.
Transfer of all H Shares shall be executed with a written transfer instrument in a common format
or other format accepted by the Board (including the standard transfer format or transfer form specified
by the Hong Kong Stock Exchange from time to time); If the transferor or transferee of the Company’s
shares is a recognized clearing house (the “ Recognized Clearing House ”) or its agent as defined in the
relevant ordinances in force from time to time under Hong Kong laws, the written transfer document
may be signed in the form of manual signature or machine-printed signature. All transfer instruments
must be deposited at the Company’s registered address or other places as the Board of Directors may
from time to time specify.
The Company does not accept the Company’s shares as the subject matter of a pledge.
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The shares issued before the Company’s public offering shall not be transferred within one year
from the date of listing and trading of the Company’s shares on the stock exchange.
The directors and senior management members of the Company shall report to the Company the
shares of the Company they hold and the changes therein. During their tenure as determined at the time
of taking office, the number of shares they transfer each year shall not exceed 25% of the total number
of shares of the Company they hold, and the shares they hold shall not be transferred within one year
from the date when the Company’s shares are listing and trading on a stock exchange. The above
mentioned persons shall not transfer the shares of the Company they hold within six months after
leaving their positions. Where otherwise provided in the Hong Kong Listing Rules, laws, administrative
regulations and regulatory documents, such provisions shall prevail.
If the Company acquires shares of the Company, it shall fulfill its information disclosure
obligations in accordance with the Securities Law, the Hong Kong Listing Rules and the relevant
regulations of the CSRC and the Hong Kong Stock Exchange.
Shareholders and Shareholders’ Meetings
Shareholders
The Company shall establish a register of shareholders based on shareholders’ shareholdings. The
register of shareholders shall be sufficient evidence of the shareholders’ shareholdings in the Company.
A shareholder shall enjoy rights and assume obligations according to the class of shares held.
Shareholders holding the same class of shares shall enjoy the same rights and assume the same
obligations.
The shareholders of the Company shall have the following rights:
(I) to receive dividends and profit distributions in any other form in proportion to the shares
they hold;
(II) to legally require, convene, preside over, attend or appoint a shareholder proxy to attend the
shareholders’ meeting and exercise corresponding right to speak and vote (except for
situations where voting rights are required to be waived on relevant matters in accordance
with the securities regulatory rules of the place where the Company’s shares are listed);
(III) to supervise, present suggestions on or make inquiries about the operations of the Company;
(IV) to transfer, give as gift or pledge their shares in accordance with the laws, administrative
regulations, the securities regulatory rules of the place where the Company’s shares are
listed, the Articles of Association and other relevant requirements;
(V) to inspect the Articles of Association, register of shareholders, minutes of shareholders’
meetings, resolutions of the Board meetings, and financial and accounting reports;
(VI) in the event of the termination or liquidation of the Company, to participate in the
distribution of the remaining property of the Company in proportion to the shares held by
them;
(VII) with respect to a shareholder who votes against any resolution adopted at any shareholders’
meetings on the merger or division of the Company, to request the Company to repurchase
the shares held by him/her/it;
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(VIII) other rights stipulated by the laws, administrative regulations, departmental rules, the
Hongkong listing rules, the securities regulatory rules of the place where the Company’s
shares are listed or the Articles of Association.
If any shareholder needs to access the relevant information or obtain materials as set out in the
preceding article, the said shareholder shall provide the Company with written documents bearing
evidence of the class and number of shares held by him/her/it, and the Company will provide the said
information or materials as required by the said shareholder upon authentication of the said shareholder.
Where the contents of a resolution of the shareholders’ meeting or the Board meeting of the
Company violate the laws or administrative regulations, the shareholders shall be entitled to petition the
people’s court to declare the resolution invalid.
Where the convening procedures or voting method of a shareholders’ meeting or a Board meeting
violate the laws, administrative regulations or the Articles of Association, or the contents of a resolution
violate the Articles of Association, the shareholders shall be entitled to petition to the people’s court for
revocation within 60 days from the date it was made.
Where the directors or senior management members other than members of the Audit Committee
violate the provisions of the laws, administrative regulations or the Hongkong listing rules, the Articles
of Association during the performance of their duties of the Company and cause losses to the Company,
the shareholders severally or jointly holding 1% or more shares of the Company for a period of 180
consecutive days or longer may submit a written request to the Audit Committee to file a lawsuit with
the people’s court; where the members of the Audit Committee violate the provisions of laws,
administrative regulations or the Hongkong listing rules, the Articles of Association in the performance
of their duties of the Company and cause losses to the Company, the aforesaid shareholders may submit
a written request to the Board of Directors to file a lawsuit with the people’s court.
If the Audit Committee or the Board of Directors refuses to institute legal proceedings after
receipt of the written request of the shareholders as stipulated in the preceding paragraph or does not
institute legal proceedings within 30 days after receipt of the said request, or if the circumstance is
urgent or any delay of legal proceedings may incur irrecoverable damage to the interests of the
Company, the shareholders as specified in the preceding paragraph shall be entitled to directly institute
legal proceedings to the people’s court in their own names in the interests of the Company.
If any other person infringes upon the legitimate rights and interests of the Company, thereby
incurring any loss of the Company, the shareholder(s) severally or jointly holding 1% or more shares of
the Company for more than 180 days continuously may institute legal proceedings to the people’s court
according to the aforesaid provision.
Where directors or senior management violate the provisions of laws, administrative regulations or
the Articles of Association, damaging the interests of shareholders, the shareholders may file a lawsuit
with the people’s court.
The shareholders of the Company shall undertake the following obligations:
(I) to observe the laws, administrative regulations, the Hongkong listing rules and the Articles
of Association;
(II) to pay capital contribution as per the shares subscribed for and the method of subscription;
(III) not to exit shares unless in the circumstances stipulated by laws and regulations;
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(IV) not to abuse shareholder’s right to harm the interests of the Company or other shareholders;
not to abuse the independent legal person status of the Company or shareholder’s limited
liability to harm the interests of creditors of the Company;
If the shareholders of a company abuse the rights of shareholders and cause losses to the company
or other shareholders, they shall be liable for compensation in accordance with the law.
If the shareholders of a company abuse the independent status of the company’s legal personality
and the limited liability of the shareholders to evade debts and seriously jeopardize the interests of the
company’s creditors, they shall be jointly and severally liable for the debts of the company.
(V) other obligations stipulated by the laws, administrative regulations, the Hong Kong listing
rules, the securities regulatory rules of the place where the Company’s shares are listed and
the Articles of Association.
Any shareholder holding more than 5% of the voting shares in the Company shall submit a written
report to the Company on the same day such shareholder pledges any of its shares.
The controlling shareholder, de facto controller of the Company shall not damage the interests of
the Company by making use of their related relationship, otherwise, they shall make compensation for
the loss incurred to the Company.
The controlling shareholder and de facto controller of the Company have fiduciary duties towards
the Company and the public shareholders of the Company. The controlling shareholders shall exercise
their rights as contributors in strict compliance with the laws. The controlling shareholders shall not
infringe upon the legitimate rights and interests of the Company and the public shareholders of the
Company through profit distribution, asset restructuring, foreign investment, capital appropriation and
loan guarantee, and shall not make use of their controlling status to jeopardize the interests of the
Company and the public shareholders of the Company.
General Rules for the Shareholder’s Meeting
Shareholders of the Company shall enjoy the following rights:
(i) decide on the Company’s business policies and investment plans;
(ii) electing and replacing directors who are not employee representatives and deciding on
matters relating to the remuneration of directors;
(iii) to consider and approve the report of the Board of Directors;
(iv) to consider and approve the annual financial budget plan and final account plan of the
Company;
(v) to consider and approve the Company’s profit distribution plan and plan for making up
losses;
(vi) to make resolutions on the increase or reduction of the registered capital of the Company;
(vii) to make resolutions on the issuance of corporate bonds;
(viii) To make resolutions on the merger, division, dissolution, liquidation or change of corporate
form of the Company;
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(ix) To amend the Articles of Association;
(x) To make resolutions on the employment and dismissal of the Company’s accounting firm and
the auditing fees of the accounting firm;
(xi) To consider and approve the guarantees as stipulated in Article 38;
(xii) To consider and approve the transaction matters as stipulated in Article 39;
(xiii) To consider and approve the purchase or sale of material assets by the Company within one
year exceeding 30% of the Company’s total audited assets for the most recent period;
(xiv) to consider and approve transactions between the Company and connected persons (except
for the provision of guarantees) amounting to more than RMB30 million and accounting for
more than 1% of the Company’s total audited assets for the most recent period;
(xv) to consider the approval of the matter of changing the use of proceeds;
(xvi) to consider the adjustment of profit distribution policy;
(xvii) consideration of equity incentive plan and employee stock ownership plan;
(xviii) to consider other matters that shall be decided by the shareholders’ meeting as provided for
in the laws, administrative regulations, departmental rules, the Hong Kong Listing Rules, the
rules of securities regulation of the place where the Company’s shares are listed or these
Articles of Association.
The above-mentioned powers and functions of the shareholders’ meeting shall not be exercised on
behalf of the Board of Directors or other institutions and individuals by way of authorization.
When the shareholders’ meeting considers a motion to provide guarantees for shareholders, de
facto controllers and their connected persons, such shareholders or shareholders dominated by such de
facto controllers shall not take part in the vote, which shall be passed by more than half of the votes
held by the other shareholders present at the shareholders’ meeting.
If the Company provides guarantees for controlling shareholders, de facto controllers and their
connected persons, the controlling shareholders, de facto controllers and their connected persons shall
provide counter-guarantees.
If the Company violates the approval authority and deliberation procedures for external
guarantees, the shareholders and the Audit Committee shall have the right to request the relevant
responsible persons to bear the corresponding legal liabilities.
External guarantees of the Company shall be considered by the Board of Directors. The following
matters of external guarantees of the Company shall be submitted to the shareholders’ meeting for
consideration after the board of directors has considered and approved them:
(i) Guarantees where the amount of a single guarantee exceeds 10% of the audited net assets of
the most recent period;
(ii) Any guarantee provided after the total amount of external guarantees of the Company and
the Company’s controlled subsidiaries exceeds 50% of the audited net assets of the latest
period;
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(iii) Any guarantee provided after the total amount of external guarantees of the Company
exceeds 30% of the audited total assets of the latest period;
(iv) Guarantees provided for guarantee recipients with gearing ratios exceeding 70%;
(v) Guarantee amount exceeding 30% of the company’s latest audited total assets within twelve
consecutive months;
(vi) Guarantees provided to shareholders, actual controllers and their connected persons;
(vii) Other guarantee matters that should be decided by the shareholders’ meeting as stipulated in
the laws, administrative regulations, departmental rules, the Hong Kong Listing Rules, the
rules of the securities supervision of the place where the Company’s shares are listed or
these Articles of Association.
When the Board of Directors considers a guarantee matter, it must be considered and approved by
more than two-thirds of the Directors present at the Board of Directors’ meeting. When the
shareholders’ meeting considers the guarantee matters in the fourth paragraph of the preceding
paragraph, it must be approved by more than two-thirds of the votes held by the shareholders present at
the meeting.
When a shareholders’ meeting deliberates on a motion to provide guarantees for a shareholder, a
de facto controller and its connected persons, such shareholder or shareholders at the disposal of such
de facto controller shall not participate in such vote, which shall be passed by more than half of the
votes held by the other shareholders present at the shareholders’ meeting.
General Meeting
The shareholders’ meeting shall be convened by the Board of Directors in accordance with the
law, unless otherwise provided by law or these Articles of Association.
The independent non-executive directors have the right to propose to the Board of Directors to
convene an extraordinary shareholders’ meeting. In response to a proposal from an independent
non-executive director requesting to convene an extraordinary shareholders’ meeting, the Board of
Directors shall, in accordance with the laws, administrative regulations, the Hong Kong Listing Rules,
the rules of the securities supervision of the place where the Company’s shares are listed and the
Articles of Association, provide a written feedback on whether it agrees or does not agree with the
convening of an extraordinary shareholders’ meeting within 10 days after receiving the proposal.
If the Board of Directors agrees to convene an extraordinary shareholders’ meeting, it will issue a
notice of convening the shareholders’ meeting within 5 days after the Board of Directors’ resolution is
made; if the Board of Directors does not agree to convene an extraordinary shareholders’ meeting, it
will state the reasons and make an announcement.
The Audit Committee has the right to propose to the Board of Directors to convene an
extraordinary shareholders’ meeting, which shall be submitted in writing to the Board of Directors. The
Board of Directors shall, in accordance with the laws, administrative regulations, the rules of securities
regulation of the place where the Company’s shares are listed and these Articles of Association, provide
written feedback on whether it agrees or disagrees to convene an extraordinary shareholders’ meeting
within 10 days after receiving the proposal.
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If the Board of Directors agrees to convene an extraordinary shareholders’ meeting, it will issue a
notice of the convening of the shareholders’ meeting within 5 days after making the resolution of the
Board of Directors, and any changes to the original proposal in the notice shall be subject to the
consent of the Audit Committee.
If the Board of Directors does not agree to convene an extraordinary shareholders’ meeting or
fails to provide feedback within 10 days of receipt of the proposal, it is deemed that the Board of
Directors is unable to fulfill or fails to fulfill its duty to convene the shareholders’ meeting, and the
Audit Committee may convene and preside over the meeting on its own.
Shareholders who individually or collectively hold more than 10% of the Company’s shares
(excluding treasury shares) shall have the right to request the Board of Directors to convene an
extraordinary shareholders’ meeting and shall submit their request in writing to the Board of Directors.
The Board of Directors shall, in accordance with the laws, administrative regulations, rules of securities
supervision of the place where the Company’s shares are listed and the provisions of these Articles of
Association, provide written feedback on whether it agrees or disagrees with the convening of an
extraordinary shareholders’ meeting within 10 days after receiving the request.
If the Board of Directors agrees to convene an extraordinary shareholders’ meeting, it shall issue a
notice of the convening of the shareholders’ meeting within 5 days after making the resolution of the
Board of Directors, and any changes to the original request in the notice shall be approved by the
relevant shareholders.
If the Board of Directors does not agree to convene an extraordinary shareholders’ meeting or
fails to provide feedback within 10 days after receiving the request, shareholders who individually or
collectively hold more than 10% of the Company’s shares (excluding treasury shares) shall have the
right to propose to the Audit Committee that an extraordinary shareholders’ meeting be convened, and
shall submit their request in writing to the Audit Committee.
If the Audit Committee agrees to convene an extraordinary shareholders’ meeting, it shall issue a
notice of the convening of the shareholders’ meeting within five days of receipt of the request, and any
changes to the original request contained in the notice shall be subject to the consent of the
shareholders concerned.
If the Audit Committee fails to issue a notice of the shareholders’ meeting within the prescribed
period, it shall be deemed that the Audit Committee does not convene and preside over the
shareholders’ meeting, and shareholders who have held, individually or in the aggregate, more than
10% of the Company’s shares (excluding treasury shares) for a period of more than 90 consecutive days
may convene and preside over the meeting on their own.
Convening of General Meeting
When the Company convenes a shareholders’ meeting, the Board of Directors, the Audit
Committee and shareholders who individually or collectively hold more than 1% of the Company’s
shares shall have the right to submit proposals to the Company.
Shareholders who individually or collectively hold more than 3% of the Company’s shares may
put forward a provisional proposal and submit it in writing to the convenor 10 days before the
shareholders’ meeting. The convenor shall issue a supplementary notice of the shareholders’ meeting
within 2 days upon receipt of the proposal, informing the shareholders of the contents of the provisional
proposal. If the shareholders’ meeting has to be adjourned due to the publication of the supplementary
notice of shareholders’ meeting in accordance with the Hong Kong Listing Rules or the securities
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regulatory rules of the place where the Company’s shares are listed, the convening of the shareholders’
meeting shall be adjourned in accordance with the provisions of the Hong Kong Listing Rules or the
securities regulatory rules of the place where the Company’s shares are listed.
Proposals And Notices of General Meetings
When the Company convenes a shareholders’ meeting, the Board of Directors, the Audit
Committee and shareholders who individually or collectively hold more than 1% of the Company’s
shares shall have the right to submit proposals to the Company.
Shareholders who individually or collectively hold more than 3% of the Company’s shares may
put forward a provisional proposal and submit it in writing to the convenor 10 days before the
shareholders’ meeting. The convenor shall issue a supplementary notice of the shareholders’ meeting
within 2 days upon receipt of the proposal, informing the shareholders of the contents of the provisional
proposal. If the shareholders’ meeting has to be adjourned due to the publication of the supplementary
notice of shareholders’ meeting in accordance with the Hong Kong Listing Rules or the securities
regulatory rules of the place where the Company’s shares are listed, the convening of the shareholders’
meeting shall be adjourned in accordance with the provisions of the Hong Kong Listing Rules or the
securities regulatory rules of the place where the Company’s shares are listed.
The convenor will notify the shareholders in writing at least 20 days before the annual
shareholders’ meeting, and the extraordinary shareholders’ meeting will be notified in writing at least
15 days before the meeting.
The notice of a shareholders’ meeting shall specify:
(I) time, venue and duration of the meeting;
(II) matters and proposals submitted for consideration at the meeting;
(III) a clear statement that all shareholders are entitled to attend the shareholders’ meeting and
appoint proxies in writing to attend and vote at such meeting and that such proxies need not
be shareholders of the Company;
(IV) the equity registration date of shareholders entitled to attend the shareholders’ meeting;
(V) name and telephone number of the contact person of the meeting;
(VI) where a shareholders’ meeting is held via online or other means, the voting time and voting
procedure of such means (if any);
(VII) other requirements as stipulated by the laws, regulations, departmental rules, the securities
regulatory rules of the place where the Company’s shares are listed and the Articles of
Association.
Notices or supplementary notices of shareholders’ meetings shall adequately and completely
disclose the specific contents of all proposals.
Holding of Shareholders’ Meetings
All the shareholders in the register of shareholders on the equity registration date or their proxies
shall be entitled to attend the shareholders’ meeting and exercise their right to speak and vote according
to relevant laws, regulations, the securities regulatory rules of the place where the Company’s shares
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are listed and the Articles of Association. Shareholders may attend the shareholders’ meeting in person,
or they may appoint a proxy to attend the meeting on their behalf, make statements and exercise voting
rights. A proxy need not be a shareholder of the Company. Shareholders have the right to speak and
vote at the shareholders’ meeting, unless individual shareholders are required by the securities
regulatory rules of the place where the company’s shares are listed to abstain from voting on specific
matters.
An individual shareholder attending a shareholders’ meeting in person shall present his/her
identity card or other valid certificates or proofs indicating their identity and share account card; a
proxy attending a shareholders’ meeting on behalf of an individual shareholder shall present his/her
identity card and power of attorney of the shareholder. Corporate shareholders shall be represented at
the meeting by their legal representatives or a proxy appointed by the legal representatives; a legal
representative attending the meeting shall present his/her identity card and valid certificate bearing
evidence of his/her qualifications as legal representative; a proxy attending the meeting on behalf of the
legal representative shall present his/her identity card and written power of attorney legally issued by
the legal representative of the corporate shareholder, except for shareholders who are recognized
clearing houses (or their agents) as defined by the relevant regulations promulgated from time to time
in Hong Kong.
If the shareholder is a recognized clearing house (or its agent) as defined by the relevant
regulations promulgated from time to time in Hong Kong, the shareholder may authorize one or more
persons it deems appropriate to act as its agents or representatives at any shareholders’ meeting (and/or
creditors’ meeting). However, if more than one person is authorized, the power of attorney or
authorization document shall specify the number and class of shares covered by such authorization for
each such person, and the power of attorney or authorization document shall be signed by an authorized
person of the recognized clearing house. Persons so authorized may attend the meeting on behalf of the
recognized clearing house (or its agent) (without presenting shareholding certificates, notarized
authorizations and/or further evidence to prove their formal authorization), and may speak and exercise
other rights at the meeting as if such persons were individual shareholders of the Company. These
authorized persons shall enjoy the same legal rights as other shareholders, including the rights to speak
and vote.
The power of attorney issued by a shareholder to appoint another person to attend a shareholders’
meeting shall contain the following contents:
(i) The name of the proxy;
(ii) Whether or not he/she has the right to vote;
(iii) Instructions to vote in favor of, against or abstain from voting on each of the matters under
consideration to be included in the agenda of the shareholders’ meeting, respectively;
(iv) The date of issuance and expiration date of the proxy;
(v) The signature (or seal) of the principal. If the proxy is a shareholder of a legal entity, the
seal of the legal entity shall be affixed.
If the shareholders’ meeting requires the directors and senior management members to be present
at the meeting as non-voting attendees, the directors and senior management personnel shall attend the
meeting as non-voting attendees and subject themselves to the inquiries of the shareholders. Directors
and senior management members shall make explanations in relation to the inquiries and suggestions
made by shareholders at shareholders’ meetings.
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The shareholders’ meetings shall be presided over by the chairman of the Board of Directors.
Where the chairman cannot or does not fulfill the duty thereof, more than half of the directors may
jointly elect a director to preside over the meeting. A shareholders’ meeting convened by the Audit
Committee itself shall be presided over by the convener of the Audit Committee. When the convener of
the Audit Committee is unable to perform or fails to perform his/her duties, one member of the Audit
Committee jointly recommended by more than half of the Audit Committee members shall preside over
the meeting. A shareholders’ meeting convened by the shareholders themselves shall be presided over
by a representative elected by the convener.
The shareholders’ meeting shall keep minutes, which shall be prepared by Secretary of the Board
of Directors. The convener shall ensure that the minutes are truthful, accurate and complete. The
attending directors, Secretary of the Board of Directors convener or representative thereof, and the
presider shall sign the minutes. The minutes of the meeting, the signed attendance record of those
shareholders present, the power of attorney for attendance by proxy, and the valid information relating
to the voting over network or by other means shall be kept as archives for at least 10 years.
Resolutions and V oting at Shareholders’ Meetings
Resolutions of the shareholders’ meeting shall be divided into ordinary resolutions and special
resolutions.
Ordinary resolutions at a shareholders’ meeting shall be passed by more than 1/2 of the
shareholders (including shareholders’ proxies) present at the shareholders’ meeting.
A special resolution at a shareholders’ meeting shall be passed by more than two-thirds of the
votes held by the shareholders (including shareholders’ proxies) present at the shareholders’ meeting.
The following matters shall be adopted by the Shareholders’ Meeting by ordinary resolution:
(i) The work report of the Board of Directors;
(ii) The profit distribution plan and the plan for making up losses prepared by the Board of
Directors;
(iii) Appointment and removal of members of the Board of Directors and their remuneration and
methods of payment;
(iv) The Company’s annual budget program and final accounts program;
(v) The annual report of the Company;
(vi) Deciding on the Company’s business policies and investment plans;
(vii) Election and replacement of directors who are not employee representatives, and
determination of matters relating to the remuneration of directors;
(viii) To make resolutions on the employment and dismissal of accounting firms by the Company;
(ix) To make resolutions on the issuance of corporate bonds;
(x) To consider and approve matters relating to the change of use of proceeds;
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(xi) Matters other than those prescribed by laws and administrative regulations, the Hong Kong
Listing Rules, the rules of securities regulation of the place where the Company’s shares are
listed, or these Articles of Association, which shall be passed by special resolution.
The following matters shall be adopted by the shareholders’ meeting by special resolution:
(i) The increase or reduction of the registered capital of the Company;
(ii) The separation, division, merger, dissolution and liquidation of the Company;
(iii) Amendments to these Articles of Association;
(iv) Purchase or sale of material assets or guarantees by the Company within 12 consecutive
months in an amount exceeding 30% of the Company’s total audited assets for the most
recent period;
(v) Equity incentive program;
(vi) Adjustment or change of profit distribution policy;
(vii) Any other matters prescribed by laws, administrative regulations, the Hong Kong Listing
Rules, the securities regulatory rules of the place where the Company’s shares are listed or
these Articles of Association, as well as any other matters which the Shareholders’ Meeting
determines by way of an ordinary resolution will have a material impact on the Company
and which require the passing of a special resolution.
Shareholders (including shareholders’ proxies) exercise their voting rights by the amount of voting
shares they represent, and each share has one vote.
Shares of the Company held by the Company shall not have voting rights and such shares shall
not be counted in the total number of shares with voting rights present at the shareholders’ meeting.
If a shareholder is required by law, administrative regulations, departmental rules, or the
regulatory rules of the place where the Company’s shares are listed to refrain from exercising any
voting right on a certain motion or to abstain from voting or to restrict his/her vote to either for or
against a certain motion, any voting right of the shareholder or his/her proxy that contravenes the
aforesaid provision or restriction shall not be counted in the voting result.
When the shareholders’ meeting of a company considers matters of connected transactions,
connected shareholders shall not participate in voting, and the number of voting shares they represent
shall not be counted in the total number of voting shares, and the announcement of the resolution of the
shareholders’ meeting shall fully disclose the votes of the non-connected shareholders (subject to the
requirements of the rules of the securities regulation of the place where the company’s shares are
listed).
In the event that a shareholder’s purchase of the Company’s voting shares violates the provisions
of Article 63(1) and (2) of the Securities Law, the portion of such shares in excess of the prescribed
ratio shall not be allowed to exercise voting rights for a period of thirty-six months after the purchase
and shall not be counted towards the total number of voting shares present at the shareholders’ meeting.
In accordance with the laws and regulations, the Listing Rules of the Hong Kong Stock Exchange
and other regulatory rules of the place where the Company’s shares are listed, if any shareholders are
required to waive their voting rights in respect of a resolution, or if any shareholders are restricted to
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vote only in favor of (or against) a resolution, the votes cast by or on behalf of such shareholders in
contravention of the relevant provision or restriction shall not be counted towards the total number of
shares with voting rights.
A connected shareholder shall take the initiative to explain the situation to the shareholders’
meeting when the shareholders’ meeting deliberates on matters relating to connected transactions and
expressly indicate that he/she will not participate in the voting. If a connected shareholder fails to take
the initiative to explain the connected relationship, the other shareholders may request him or her to
explain the situation and disqualify himself or herself from voting. If a connected shareholder fails to
explain the situation or recuses himself/herself from voting, the shares held by the connected
shareholder who fails to explain the situation or recuses himself/herself from voting shall not be
counted in the total number of shares with valid voting rights in respect of the voting on the connected
transaction matter.
Board of Directors
Directors
The directors of the Company may include executive directors, non-executive directors and
independent non-executive directors. A non-executive director refers to a director who does not hold a
management position in the Company, and an independent non-executive director refers to a person
who complies with the provisions of Article 103 of the Articles of Association. A director of the
Company who is a natural person and who is under any of the following circumstances cannot be a
director of the Company:
(i) Being incapable of civil behavior or restricted in civil behavior;
(ii) If a person has been sentenced for embezzlement, bribery, misappropriation of property,
misappropriation of property or disruption of the order of the socialist market economy and
the term of execution has not exceeded five years, or if a person has been deprived of his
political rights for a crime and the term of execution has not exceeded five years, and he has
been declared to be on probation, the probationary period shall be less than two years from
the date of the expiration of the probationary period;
(iii) If he or she is a director or a factory director or general manager of a company or enterprise
in bankruptcy and liquidation, and is personally responsible for the bankruptcy of the
company or enterprise, not more than three years have elapsed since the date of completion
of the bankruptcy and liquidation of the company or enterprise;
(iv) If a person who serves as a legal representative of a company or enterprise whose business
license has been revoked or ordered to be closed due to violation of law and bears personal
responsibility for it, not more than three years have elapsed since the date on which the
company or enterprise has been revoked or ordered to be closed;
(v) Personally liable for a larger amount of debt due to be unsettled by the people’s court listed
as a faithless executor;
(vi) By the China Securities Regulatory Commission to take measures to prohibit entry into the
securities market, the period has not yet expired;
(vii) Others as stipulated by laws, administrative regulations or departmental rules, the Hong
Kong Listing Rules, or the rules of securities regulation of the place where the company’s
shares are listed.
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If a director is elected or appointed in violation of the provisions of this Article, such election,
appointment or appointment shall be null and void. The Company shall terminate the office of a
director if the circumstances of this Article occur during his/her term of office.
Directors shall be elected or replaced by the shareholders’ meeting for a term of three years and
may be removed from office by the shareholders’ meeting before the expiration of the term. A director’s
term of office expires and he or she may be re-elected.
The term of office of a director shall be calculated from the date of his assumption of office until
the expiration of the term of office of the current board of directors. If a director is not re-elected in a
timely manner upon the expiration of his/her term of office, the original director shall still be required
to fulfill his/her duties as a director in accordance with the provisions of laws, administrative
regulations, departmental rules and these Articles of Association before the re-elected director assumes
office.
A director may be concurrently appointed by the general manager or other senior management
personnel, but the total number of directors concurrently appointed as general manager or other senior
management personnel as well as directors who are employee representatives shall not exceed 1/2 of
the total number of directors of the Company.
The directors shall comply with the laws, administrative regulations, the rules of securities
regulation of the place where the company’s shares are listed and these Articles of Association, and
shall have the following obligations of fidelity to the company:
(i) They shall not utilize their positions to accept bribes or other illegal income, and shall not
misappropriate the Company’s property;
(ii) Shall not misappropriate the Company’s funds;
(iii) Shall not store the Company’s assets or funds in accounts opened in his/her personal name
or in the name of other individuals;
(iv) Shall not, in violation of the provisions of these Articles of Association, without the consent
of the shareholders’ meeting or the Board of Directors, lend the Company’s funds to others
or provide guarantees for others with the Company’s property;
(v) Shall not, in violation of the provisions of these Articles of Association or without the
consent of the shareholders’ meeting, enter into contracts or transactions with the Company;
(vi) Without the consent of the shareholders’ meeting, it shall not take advantage of the
convenience of its position to seek for itself or others business opportunities that should
belong to the Company, and to operate on its own or for others business of the same kind as
that of the Company;
(vii) Shall not accept commissions from transactions with the Company for his/her own use;
(viii) Shall not disclose the Company’s secrets without authorization;
(ix) Shall not utilize his/her affiliation to the detriment of the Company’s interests;
(x) Other duties of loyalty as stipulated in the laws, administrative regulations, departmental
rules, the Hong Kong Listing Rules, the rules of securities regulation of the place where the
Company’s shares are listed and these Articles of Association.
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Income derived by a director in violation of the provisions of this Article shall belong to the
Company; if it causes losses to the Company, he/she shall be liable for compensation.
The directors shall comply with the laws, administrative regulations and these Articles of
Association, and shall have the following duties of diligence to the Company:
(i) Shall exercise the rights granted by the Company prudently, conscientiously and diligently to
ensure that the Company’s business practices comply with national laws and administrative
regulations and the requirements of various national economic policies and that the business
activities do not exceed the scope of business specified in the business license;
(ii) Shall treat all shareholders fairly;
(iii) Shall keep abreast of the Company’s business operation and management status;
(iv) Shall sign a written confirmation of the Company’s periodic reports;
(v) Shall ensure that the information disclosed by the Company is true, accurate and complete;
(vi) Shall truthfully provide the Audit Committee with relevant information and data and shall
not impede the Audit Committee from exercising its authority;
(vii) Other duties of diligence as stipulated in the laws, administrative regulations, departmental
rules, the Hong Kong Listing Rules, the rules of securities regulation of the place where the
Company’s shares are listed and these Articles of Association.
A director may resign before the expiration of his term of office. A director who resigns shall
submit a written resignation report to the Board of Directors. The Board of Directors will disclose the
shareholders about the situation within 2 days.
In the event that the Board of Directors of the Company falls below the quorum minimum due to
the resignation of a director, the original director shall still fulfill his/her duties as a director in
accordance with the laws, administrative regulations, departmental rules, the Hong Kong Listing Rules,
the rules of securities regulation of the place where the Company’s shares are listed, and the Articles of
Association until the re-elected director assumes office. Subject to the relevant laws and regulations of
the place where the Company’s shares are listed, if the Board of Directors appoints a new Director to
fill a casual vacancy on the Board of Directors or to increase the number of seats on the Board of
Directors, the term of office of such appointed Director shall only be up to the next following annual
general meeting of the Company and he/she shall then be eligible for re-election for a second term. All
directors appointed to fill vacancies shall be subject to election by the stockholders at the first annual
meeting of stockholders following their appointment.
Except as set forth in the preceding paragraph, the resignation of a director shall be effective
when the resignation report reaches the Board of Directors.
A director whose resignation takes effect or whose term of office expires shall complete all
transfer procedures to the Board of Directors, and his/her duty of loyalty to the Company and the
shareholders shall not be ipso facto discharged after the expiration of his/her term of office, but shall
remain in effect for a period of two years from the date on which his/her resignation takes effect or
his/her term of office expires.
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A director’s obligation to maintain the confidentiality of the company’s trade secrets, including
core technologies, shall remain in effect after the expiration of his or her term of office until such
secrets become public information.
Board of Directors
The Board of Directors shall consist of seven directors, of whom four shall be independent
non-executive directors, at least one of whom must have appropriate accounting or related financial
management expertise, or appropriate professional qualifications, as prescribed by the stock exchange
in which the company’s shares are listed. One of the independent non-executive directors shall be
permanently resident in Hong Kong. There shall be a chairman of the board of directors.
The Board of Directors shall exercise the following powers and functions:
(i) To convene the shareholders’ meeting and report to the shareholders’ meeting;
(ii) To implement the resolutions of the shareholders’ meeting;
(iii) To decide on the Company’s business plan and investment program;
(iv) To formulate the annual financial budget and final accounts of the Company;
(v) To formulate the profit distribution plan and the plan for making up losses of the Company;
(vi) To formulate plans for the increase or reduction of registered capital, issuance of bonds or
other securities and listing of the Company;
(vii) To formulate plans for major acquisitions of the Company, acquisition of the Company’s
shares or mergers, demergers, dissolutions and changes in the form of the Company;
(viii) Within the scope of authorization by the shareholders’ meeting, to decide on the Company’s
foreign investment, acquisition and sale of assets, asset mortgages, external guarantee
matters, entrusted financial management, connected transactions, external donations, bank
loans and other matters;
(ix) Decide on the establishment of the Company’s internal management organization;
(x) To decide on the appointment or dismissal of the general manager, secretary of the board of
directors and other senior management personnel of the Company, and to decide on matters
of remuneration, rewards and punishments; to decide on the appointment or dismissal of the
deputy general manager, financial controller and other senior management personnel of the
Company based on the nomination of the general manager, and to decide on matters of
remuneration, rewards and punishments;
(xi) To formulate the basic management system of the Company;
(xii) To formulate the amendment program of the Articles of Association;
(xiii) Managing information disclosure matters of the Company;
(xiv) To formulate equity incentive plans;
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(xv) To propose to the shareholders’ meeting to hire or replace the accounting firm for the
Company’s audit;
(xvi) To receive reports on the work of the general manager of the Company and to inspect the
work of the general manager;
(xvii) To decide on other major affairs of the Company except for those matters required by the
Company Law and the Articles to be resolved by the shareholders’ meeting;
(xviii) Other powers and functions conferred by laws, administrative regulations, departmental
rules, the Hong Kong Listing Rules, the rules of securities regulation of the place where the
Company’s shares are listed or these Articles of Association.
For matters exceeding the scope of authorization by the shareholders’ meeting, the Board of
Directors shall submit them to the shareholders’ meeting for consideration.
The chairman of the board of directors shall exercise the following powers and functions:
(i) To preside over the shareholders’ meeting and convene and preside over the meetings of the
board of directors;
(ii) Supervising and checking the implementation of the resolutions of the board of directors;
(iii) Signing important documents of the Board of Directors and other documents which shall be
signed by the legal representative of the Company;
(iv) Exercising the powers and functions of the legal representative of the Company;
(v) To request the Board of Directors to appoint or dismiss the general manager and the
secretary of the Board of Directors;
(vi) In case of emergency in the event of force majeure, exercising the right to make special
rulings and dispositions in respect of the Company’s affairs in accordance with the
provisions of the law and the interests of the Company, and shall report to the Board of
Directors and the Shareholders’ Meeting in a timely manner after the occurrence of such
events;
(vii) Other powers and functions prescribed by laws and regulations or the Articles of Association
and granted by the Board of Directors.
The above matters are except for those matters that must be considered and approved by the
shareholders’ meeting as stipulated in the Company Law and other relevant laws and regulations as well
as the securities regulatory rules of the place where the Company’s shares are listed.
In exercising his powers within his terms of reference (including authorization), the Chairman
shall make prudent decisions when encountering matters that may have a significant impact on the
Company’s operations and shall submit them to the Board of Directors for collective decision-making
when necessary.
If the chairman of the board of directors is unable to perform his duties or fails to perform his
duties, more than half of the directors shall jointly elect a director to perform his duties.
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The Board of Directors shall hold at least two meetings a year, which shall be convened by the
chairman of the Board of Directors, and all directors shall be notified in writing before the 14th day of
the meeting (excluding the day on which the meeting is held).
The shareholders representing more than 1/10 of the voting rights, more than 1/3 of the directors
or the Audit Committee may propose to convene a temporary meeting of the Board of Directors. The
chairman of the board of directors shall convene and preside over the meeting of the board of directors
within 10 days from the receipt of the proposal.
The notice of a meeting of the Board of Directors shall include the following:
(i) The date and place of the meeting;
(ii) The manner in which the meeting is to be held;
(iii) The duration of the meeting;
(iv) The subject matter and topics;
(v) The date on which the notice is given;
(vi) Contact person and contact information;
(vii) Other necessary contents as stipulated by laws, administrative regulations and the rules of
securities regulation of the place where the Company’s shares are listed.
Meetings of the Board of Directors shall be held with the attendance of a majority of the
Directors. Subject to the exceptions authorized by the regulatory rules of the place where the
Company’s shares are listed or by the Hong Kong Stock Exchange, a Director shall not vote on any
resolution of the Board of Directors in respect of any contract or arrangement or any other proposal in
which he or any of his close associates (as defined in the Hong Kong Listing Rules in force from time
to time in due course) has a material interest, and he shall not be counted for the purpose of
determining whether or not a quorum is present at a meeting.
Resolutions made by the Board of Directors must be passed by a majority of all directors, except
as otherwise provided by laws, administrative regulations, rules of securities regulation of the place
where the Company’s shares are listed and the Articles of Association.
V oting on resolutions of the Board of Directors shall be conducted on a one-person-one-vote
basis.
A director who is related to an enterprise involved in a matter resolved at a meeting of the Board
of Directors shall not exercise his voting right on the resolution, nor shall he exercise his voting right
on behalf of other directors. A meeting of the Board of Directors may be held with the attendance of a
majority of the unrelated directors, and the resolutions of the Board of Directors meeting shall be
passed by a majority of the unrelated directors. If the number of unrelated directors present at a board
meeting is less than three, the matter shall be submitted to the shareholders’ meeting for consideration.
If there are any additional restrictions on the participation of Directors in the Board of Directors’
meetings and voting by the Board of Directors imposed by laws and regulations and the securities
regulatory rules of the place where the Company’s shares are listed, such provisions shall apply.
The voting method for resolutions of the Board of Directors shall be by disclosed ballot or by
show of hands.
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Temporary meetings of the Board of Directors may be conducted and resolutions may be made by
means of teleconferencing, videoconferencing, facsimile, data message, letter, etc. under the premise of
safeguarding the full expression of opinions by the directors and shall be signed by the directors
participating in the meeting.
The directors shall sign on the board resolutions and take responsibility for the resolutions of the
board of directors. In the event that a resolution of the Board of Directors violates laws, regulations or
these Articles of Association and causes the Company to suffer losses, the directors participating in the
resolution shall be liable to the Company for indemnification. However, if it is proved that he or she
has expressed his or her dissent during the voting and recorded it in the minutes of the meeting, he or
she may be exempted from liability.
The board of directors shall make minutes of the decisions on the items discussed at the meeting,
and the directors attending the meeting, the secretary of the board of directors and the record-keeper
shall sign on the minutes.
The minutes of the Board of Directors’ meetings shall be kept as the Company’s archives for a
period of not less than 10 years.
Independent non-executive directors
The independent non-executive directors shall conscientiously perform their duties in accordance
with the laws, administrative regulations, the CSRC, the regulatory rules of the place where the
Company’s shares are listed and these Articles of Association, play the roles of participation in
decision-making, supervision and checks and balances, and professional counseling in the Board of
Directors, safeguard the interests of the Company as a whole, and protect the lawful rights and interests
of the small and medium-sized shareholders.
Independent non-executive directors must maintain independence. The following persons may not
serve as independent non-executive directors:
(i) Persons serving in the Company or its subsidiaries and their spouses, parents, children and
major social relations;
(ii) Natural person shareholders who directly or indirectly hold more than 1% of the Company’s
issued shares or who are among the Company’s top 10 shareholders, and their spouses,
parents or children;
(iii) Persons who hold directly or indirectly more than 5% of the Company’s issued shares or are
among the Company’s top 5 shareholders, and their spouses, parents and children;
(iv) Persons serving in the subsidiaries of the Company’s controlling shareholders or de facto
controllers and their spouses, parents and children;
(v) Persons who have significant business dealings with the Company and its controlling
shareholders, de facto controllers or their respective subsidiary enterprises, or persons
serving in units with significant business dealings and their controlling shareholders or de
facto controllers;
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(vi) Persons providing financial, legal, consulting and sponsorship services to the Company, its
controlling shareholders, de facto controllers or their respective subsidiaries, including, but
not limited to, all the personnel of the project team of the intermediary institution providing
the services, reviewers at all levels, persons signing the report, partners, directors, senior
management and principals;
(vii) Persons who have had the circumstances listed in items (i) to (vi) within the last 12 months;
(viii) Other persons who do not possess independence as stipulated by laws, administrative
regulations, the China Securities Regulatory Commission, the regulatory rules of the place
where the Company’s shares are listed and the Articles of Association.
The independent non-executive directors shall conduct an annual self-examination of
independence and submit the self-examination to the Board of Directors. The Board of Directors shall
annually assess and issue a special opinion on the independence of the incumbent independent
non-executive directors, which shall be disclosed at the same time as the annual report.
An independent non-executive director of a company shall fulfill the following conditions:
(i) Qualified to serve as a director of a listed company in accordance with laws, administrative
regulations and other relevant provisions;
(ii) Comply with the independence requirements as stipulated in the Articles of Association;
(iii) Having basic knowledge of the operation of listed companies and being familiar with
relevant laws, regulations and rules;
(iv) Having more than 5 years of working experience in law, accounting or economics necessary
for the fulfillment of the duties of an independent non-executive director;
(v) Good personal character and no major breach of trust or other adverse records;
(vi) Other conditions stipulated by laws, administrative regulations, the China Securities
Regulatory Commission, the regulatory rules of the place where the Company’s shares are
listed and the Articles of Association.
Independent non-executive directors exercise the following special powers:
(i) To independently engage intermediary organizations to audit, consult or verify specific
matters of the Company;
(ii) To propose to the Board of Directors to convene an extraordinary shareholders’ meeting;
(iii) Propose to convene a meeting of the Board of Directors;
(iv) To openly solicit shareholders’ rights from shareholders in accordance with the law;
(v) Expressing independent opinions on matters that may jeopardize the interests of the
Company or small and medium-sized shareholders;
(vi) Other powers and functions prescribed by laws, administrative regulations, regulations of the
China Securities Regulatory Commission, regulatory rules of the place where the Company’s
shares are listed and these Articles of Association.
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The exercise by the independent non-executive directors of the powers and functions listed in
paragraphs (a) to (c) of the preceding paragraph shall be approved by a majority of all independent
non-executive directors.
If an independent non-executive director exercises the powers and functions listed in the first
paragraph, the Company shall disclose them in a timely manner. In the event that the above powers
cannot be exercised properly, the Company will disclose the details and reasons.
The following matters shall be submitted to the Board of Directors for deliberation after being
approved by a majority of all independent non-executive directors of the Company:
(i) Related (connected) transactions that shall be disclosed;
(ii) Programs of the Company and related parties to change or waive commitments;
(iii) Decisions made and measures taken by the board of directors of the acquired listed company
in respect of the acquisition;
(iv) Other matters stipulated by laws, administrative regulations, the CSRC, the regulatory rules
of the place where the Company’s shares are listed and these Articles of Association.
The Company establishes a mechanism for specialized meetings attended by all independent
non-executive directors. When the Board of Directors considers matters such as connected transactions,
the special meeting of independent non-executive directors shall approve such matters in advance.
The Company holds special meetings of independent non-executive directors on a regular or
irregular basis. Matters listed in Article 128(1)(a) to (c) and Article 129 of the Articles of Association
shall be considered at the special meeting of independent non-executive directors.
The special meeting of independent non-executive directors may study and discuss other matters
of the Company as required.
The special meeting of independent non-executive directors shall be convened and presided over
by an independent non-executive director jointly elected by a majority of the independent non-executive
directors; in the event that the convenor fails to perform his duties or is unable to perform his duties,
two or more independent non-executive directors may convene and elect a representative to preside
over the special meeting on their own.
Specialized meetings of independent non-executive directors shall produce meeting minutes in
accordance with the regulations, and the opinions of independent non-executive directors shall be set
out in the meeting minutes. The independent non-executive directors shall sign to confirm the minutes.
The Company provides convenience and support for the convening of special meetings of
independent non-executive directors.
Specialized committees of the Board of Directors
The Board of Directors of the Company shall establish an Audit Committee to exercise the powers
and functions of the Supervisory Committee as stipulated in the Company Law.
The members of the Audit Committee shall be three directors who do not serve as senior
management of the Company, of which 3 shall be independent non-executive directors, and the
accounting professionals among the independent non-executive directors shall serve as convenors.
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The Audit Committee is responsible for reviewing the Company’s financial information and its
disclosure, supervising and evaluating the internal and external auditing work and internal control, and
the following matters shall be submitted to the Board of Directors for consideration with the approval
of a majority of all members of the Audit Committee:
(i) Disclosure of financial information and internal control evaluation report in the financial
accounting report and periodic report;
(ii) Appointment or dismissal of the accounting firm that undertakes the Company’s auditing
business;
(iii) Appointment or dismissal of the Company’s chief financial officer;
(iv) To make changes in accounting policies and estimates or to correct significant accounting
errors for reasons other than changes in accounting standards;
(v) Other matters prescribed by laws, administrative regulations, the China Securities Regulatory
Commission, the regulatory rules of the place where the Company’s shares are listed and
these Articles of Association.
The Audit Committee meets at least once a quarter.
Extraordinary meetings may be convened upon the proposal of two or more members, or when the
convenor deems it necessary. Meetings of the Audit Committee shall be held with the attendance of
more than two-thirds of the members. Resolutions made by the Audit Committee shall be adopted by a
majority of the members of the Audit Committee.
V oting on the resolutions of the Audit Committee shall be by one person, one vote.
Audit committee resolutions shall be made in accordance with the provisions of the minutes of the
meeting, and the members of the audit committee present at the meeting shall sign the minutes of the
meeting.
The Board of Directors shall be responsible for formulating the working procedures of the Audit
Committee.
The Board of Directors of the Company shall set up the Strategy, Nomination, Remuneration and
Evaluation Committee to perform its duties in accordance with the Articles of Association and the
authorization of the Board of Directors, and the proposals of the Specialized Committee shall be
submitted to the Board of Directors for deliberation and decision. The Board of Directors shall be
responsible for formulating the working procedures of the specialized committees.
Independent non-executive directors shall constitute a majority in the Nomination Committee and
the Remuneration and Evaluation Committee, with the Chairman of the Board of Directors or an
independent non-executive director serving as the convenor of the Nomination Committee and an
independent non-executive director serving as the convenor of the Remuneration and Evaluation
Committee.
General Manager and Other Senior Management Members
The Company shall have a general manager, who shall be appointed or dismissed by the Board of
Directors.
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The Company may have several deputy general managers, who shall be nominated by the general
manager and appointed or dismissed by the Board of Directors.
The general manager, deputy general manager, chief financial officer and secretary of the board of
directors shall be the senior management personnel of the Company.
The circumstances stipulated in Article 94 of the Articles of Association concerning the
circumstances under which a person may not serve as a director shall also apply to the senior
management.
The provisions of Article 96 of the Articles of Association concerning the duty of loyalty of
directors and Article 97 concerning the duty of diligence shall also apply to senior management
personnel.
The term of office of a general manager shall be three years, and the general manager may be
reappointed for a second term.
The general manager shall be responsible to the board of directors and exercise the following
powers and functions:
(i) To preside over the production and operation management of the Company, organize and
implement the resolutions of the Board of Directors, and report to the Board of Directors;
(ii) To organize and implement the annual operation plan and investment plan of the Company;
(iii) To formulate the program for setting up the internal management organization of the
Company;
(iv) To formulate the basic management system of the Company;
(v) To formulate specific regulations of the Company;
(vi) To request the Board of Directors to appoint or dismiss the deputy general manager, chief
financial officer and other senior management personnel of the Company;
(vii) Deciding to appoint or dismiss responsible management personnel other than those to be
appointed or dismissed by the Board of Directors;
(viii) The powers and functions stipulated in the working rules of the general manager;
(ix) Other powers and functions conferred by the Articles of Association or the Board of
Directors;
The general manager attends the meetings of the Board of Directors.
The working rules of the general manager include the following contents:
(1) The conditions and procedures for the general manager to convene a meeting and the persons
to attend;
(ii) The specific duties of each of the general manager and other senior management personnel
and their division of labor;
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(iii) The utilization of the Company’s funds and assets, the authority to sign major contracts and
the reporting system to the Board of Directors;
(iv) Other matters deemed necessary by the Board of Directors.
A general manager may resign before the expiration of his term of office, but he shall notify the
Board of Directors in writing. Specific procedures and methods relating to the resignation of a general
manager or other senior management personnel are clearly stipulated in the labor (service) contract
signed with the Company.
The deputy general manager and chief financial officer shall be nominated by the general manager
and appointed or dismissed by the board of directors. The term of office of the deputy general manager
shall be three years, and the deputy general manager may be reappointed for a second term.
The deputy general manager and the chief financial officer work under the unified leadership of
the general manager, report their work to him, and perform relevant duties in accordance with the
business scope assigned to them.
The Company shall have a secretary of the Board of Directors, who shall be responsible for the
preparation of the shareholders’ meetings and board of directors’ meetings of the Company, the custody
of documents and the management of the Company’s shareholders’ information, and the handling of
information disclosure affairs.
The secretary of the Board of Directors shall comply with the relevant provisions of laws,
administrative regulations, departmental rules, the Hong Kong Listing Rules, the rules of securities
regulation of the place where the Company’s shares are listed and these Articles of Association.
Senior management personnel who violate laws, administrative regulations, departmental rules or
the provisions of these Articles of Association in the course of performing their duties for the Company
and cause losses to the Company shall be liable for compensation.
Financial and Accounting System, Profit Distribution and Audit
Financial accounting system
The Company shall formulate its financial accounting system in accordance with the laws,
administrative regulations, the regulatory provisions of the place where the Company’s shares are listed
and the provisions of the relevant state departments.
A company shall prepare an annual financial accounting report within four months from the end of
each fiscal year. An interim report shall be disclosed within three months from the end of the first half
of each fiscal year. The Company shall submit, disclose and/or present to the shareholders the annual
report, interim report and other documents in accordance with the provisions of the rules governing the
securities of the place where the Company’s shares are listed.
The said annual reports and interim reports are prepared in accordance with the relevant laws and
administrative regulations, the CSRC and the rules of the stock exchange where the Company’s shares
are listed.
The Company will not maintain separate accounting books in addition to the statutory accounting
books. The Company’s assets will not be stored in accounts opened in the name of any individual.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
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When a company distributes its after-tax profit for the year, 10% of the profit shall be withdrawn
and included in the company’s legal reserve. If the accumulated amount of the company’s legal reserve
is more than 50% of the company’s registered capital, it may not be withdrawn.
If the company’s legal reserve is insufficient to make up for the losses of the previous years, the
company shall make up for the losses with the current year’s profits before withdrawing the legal
reserve in accordance with the provisions of the preceding paragraph.
After the company has withdrawn the legal reserve from the after-tax profit, it may also withdraw
any reserve from the after-tax profit by resolution of the shareholders’ meeting.
The after-tax profit remaining after the Company has made up for its losses and withdrawn the
public reserve shall be distributed in proportion to the shares held by the shareholders, unless the
Articles of Association stipulate that such distribution shall not be made in proportion to the shares
held.
If a shareholders’ meeting violates the preceding paragraph by distributing profits to shareholders
before the Company makes up for its losses and withdraws its legal reserve, the shareholders must
return to the Company the profits distributed in violation of the provision.
The shares of the Company held by the Company shall not participate in the distribution of
profits. The Company shall appoint one or more collection agents in Hong Kong for the H-shareholders.
The collection agent(s) shall receive and hold the dividends and other monies payable by the Company
in respect of the H shares on behalf of the H shareholders concerned pending payment to such H
shareholders. The collection agent(s) appointed by the Company shall comply with the requirements of
the laws and regulations and the securities regulatory rules of the place where the Company’s shares are
listed.
The capital reserve of a company shall be used to make up for the company’s losses, to expand
the company’s production and operation, or to be transferred to increase the company’s capital.
However, the capital reserve will not be used to make up for the company’s losses.
When legal reserve is converted to capital, the amount of such reserve retained shall not be less
than 25% of the registered capital of the company prior to the conversion.
After the shareholders’ meeting of a company has resolved on the profit distribution plan, the
board of directors of the company shall complete the distribution of dividends (or shares) within two
months after the shareholders’ meeting.
The Company may distribute dividends in the form of cash or shares and may make interim cash
dividends. The Company’s profit distribution shall emphasize reasonable investment returns to
investors, and the profit distribution policy shall maintain continuity and stability.
Internal audit
The company implements an internal audit system, with full-time auditors to carry out internal
audit supervision of the company’s financial income and expenditure and economic activities.
The internal audit system of the Company and the duties of the auditors shall be implemented
after approval by the Board of Directors. The person in charge of auditing shall be responsible to the
Board of Directors and report on his work.
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Appointment of accounting firms
The Company employs an accounting firm that complies with the provisions of the Securities Law
and the securities regulatory rules of the place where the Company’s shares are listed to carry out
audits of accounting statements, verification of net assets and other related consulting services, etc., for
a term of one year commencing from the end of the Company’s current annual shareholders’ meeting to
the end of the next annual shareholders’ meeting, and the appointment may be renewed. A separate
disclosure announcement shall be issued for the renewal or change (including new appointment and
termination) of the accounting firm.
The Company’s decision to employ, dismiss or not to renew the appointment of an accounting
firm must be made by an ordinary resolution of the shareholders’ meeting, and the Board of Directors
may not appoint an accounting firm before the decision is made by the shareholders’ meeting.
The audit fee of the accounting firm shall be determined by the shareholders’ meeting.
When a company dismisses or does not renew the appointment of a CPA firm, it shall notify the
CPA firm in advance 15 days in advance, and the shareholders’ meeting of the company shall allow the
CPA firm to state its opinion when voting on the dismissal of the CPA firm.
If the accounting firm proposes to resign, it shall explain to the shareholders’ meeting whether
there are any improper circumstances in the company.
NOTICES AND ANNOUNCEMENT
Notice
The notice of the Company shall be given in the following forms:
(i) Delivered by hand;
(ii) By mail, facsimile or e-mail;
(iii) By means of public announcement;
(iv) Other forms recognized by the securities regulatory rules of the place where the Company’s
shares are listed or stipulated in these Articles of Association.
Where a notice is given by the Company by way of announcement, all relevant persons shall be
deemed to have received the notice once it is announced. If the securities regulatory rules of the place
where the Company’s shares are listed provide otherwise, the provisions shall apply.
Notices of meetings or other information or other written documents sent to shareholders by the
Company to convene a shareholders’ meeting shall be made in a manner permitted by laws,
administrative regulations and the securities regulatory rules of the place where the Company’s shares
are listed (including, but not limited to, e-mail, announcements, etc.).
Notwithstanding the provisions of the preceding paragraph, H-shareholders may also submit a
request to the Company to obtain printed copies of the aforementioned documents by mail.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
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Announcement
The Company makes corporate announcements and discloses other information required to be
disclosed through eligible media and the HKExnews website ( www.hkexnews.hk ). If the matters of
information disclosure involve state secrets or commercial secrets, they shall be handled in accordance
with the relevant provisions. Directors and senior management shall ensure that the information
disclosed by the Company is true, accurate, complete, timely and fair. The company shall formulate a
code of conduct to regulate the release of information by directors and senior management, and specify
the circumstances under which information shall not be released without the permission of the board of
directors.
The company’s voluntary disclosure of information shall comply with the principle of fairness,
maintain the completeness, continuity and consistency of the disclosure of information, shall not make
selective disclosure, shall not conflict with the information disclosed in accordance with the law, shall
not mislead the investors, and shall not utilize the voluntary disclosure of information to engage in
market manipulation, insider trading, or other illegal and illicit acts, and shall not violate the public
order and morals, or impair the social and public interests. When there is a significant change in the
situation of the disclosed information, which is likely to affect the decision-making of the investors, the
progress announcement shall be disclosed in a timely manner until the matter is completely closed.
When voluntarily disclosing information of a certain predictive nature, the basis for the prediction shall
be clarified, and the relevant risk factors shall be specifically set out in clear cautionary language, and
investors shall be advised of the uncertainties and risks that may arise.
The Company makes announcements and disclosures to shareholders of unlisted shares in the PRC
through the information disclosure newspapers and websites designated by laws, administrative
regulations or the relevant PRC regulatory bodies. If an announcement is to be made to the H
shareholders in accordance with the Articles of Association of the Company, the relevant announcement
shall at the same time be published in the designated newspapers, websites and/or on the Company’s
website in accordance with the methods stipulated in the Hong Kong Listing Rules. All notices or other
documents required to be filed by the Company with the Hong Kong Stock Exchange under Chapter
19A of the Hong Kong Listing Rules shall be in English or accompanied by a signed certified
translation into English.
MERGER, DIVISION, INCREASE AND DECREASE IN REGISTERED CAPITAL,
DISSOLUTION AND LIQUIDATION OF THE COMPANY
Merger, Division, Capital Increase and Reduction
A merger of companies may take the form of a merger by absorption or a merger by creation.
A company that absorbs another company is a merger by absorption, and the absorbed company is
dissolved. The merger of two or more companies to establish a new company is a merger by de novo
establishment, and the merging parties shall be dissolved.
A merger of companies shall be effected by the parties to the merger signing a merger agreement
and preparing a balance sheet and a list of property. The company shall notify the creditors within 10
days from the date of the resolution on the merger and make an announcement in a newspaper or on the
National Enterprise Credit Information Public Disclosure System within 30 days, and issue relevant
announcements (if required) in accordance with the rules of securities regulation of the place where the
company’s shares are listed.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 449 ---
Within 30 days from the date of receipt of the notice, or within 45 days from the date of the
announcement if the notice has not been received, the creditors may request the company to settle the
debts or provide corresponding guarantees.
In the event of a merger of companies, the debts and liabilities of the merging parties shall be
inherited by the surviving company or the newly established company after the merger.
If a company is separated, its property shall be divided accordingly.
A company shall prepare a balance sheet and a list of its property in the event of a division. The
company shall notify the creditors within 10 days from the date of the resolution on the separation, and
make an announcement in the newspapers or on the State Enterprise Credit Information Public
Disclosure System within 30 days, and make relevant announcements (if necessary) in accordance with
the rules of the securities regulation of the place where the company’s shares are listed.
The debts of a company prior to its separation shall be borne jointly and severally by the company
after separation. However, unless otherwise agreed in the written agreement reached between the
company and the creditors on the settlement of debts before the separation.
When a company needs to reduce its registered capital, it must prepare a balance sheet and an
inventory of its property.
Where a company merges or splits up and the registered matters change, it shall register the
change with the company registration authority in accordance with the law; where a company is
dissolved, it shall register the cancellation of the company in accordance with the law; where a new
company is established, it shall register the establishment of the company in accordance with the law.
If a company increases or reduces its registered capital, it shall register the change with the
company registration authority in accordance with law.
Dissolution and Liquidation
The company may be dissolved for the following reasons:
(i) The expiration of the business term specified in the Articles of Association or the occurrence
of other causes of dissolution specified in the Articles of Association;
(ii) Dissolution by resolution of the shareholders’ meeting;
(iii) Dissolution due to merger or separation of the company;
(iv) The business license is suspended, ordered to close or revoked in accordance with the law;
(v) If the company has serious difficulties in operation and management, and its continued
existence will cause significant losses to the interests of shareholders and cannot be resolved
by other means, shareholders holding more than 10% of the total voting rights of all
shareholders of the company may request the People’s Court to dissolve the company.
The company shall, within ten days of the occurrence of the reasons for dissolution stipulated in
the preceding paragraph, publicize the reasons for dissolution through the national enterprise credit
information publicity system.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 450 ---
In the circumstance item (i) above, the Company may continue to exist by amending the Articles
of Association.
Where the Articles of Association are amended in accordance with the preceding paragraph, the
amendment shall be adopted by two-thirds or more shareholders attending the general meeting.
Where the Company is dissolved in accordance with the items (i), (ii), (iv) and (v) above, a
liquidation committee shall be established within fifteen days upon occurrence of the reason for
dissolution to carry out liquidation. The liquidation committee shall be composed of the directors,
unless the general meeting resolves to elect another person. In case no liquidation committee is
established within the specified period to carry out liquidation, the interested parties may apply to the
people’s court to designate relevant persons to form a liquidation committee and carry out liquidation.
The liquidation committee shall notify creditors within 10 days from the date of its establishment
and shall publish an announcement in a newspaper or the National Enterprise Credit Information
Publication System and issue relevant announcements in accordance with the securities regulatory rules
of the place where the Company’s shares are listed (if necessary) within 60 days. The creditors shall
declare their claims to the liquidation committee within 30 days of receipt of the notice from the
Company or, in the case of creditor who does not receive such notice, within 45 days of the date of
announcement. When declaring their claims, creditors shall explain the matters related to their claims
and provide supporting materials. The liquidation committee shall register the claims.
During the period of declaration of claims, the liquidation committee shall not repay the creditors.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
The company shall amend its articles of association under any of the following circumstances:
(i) After the Company Law or the relevant laws and administrative regulations, the Hong Kong
Listing Rules and the securities regulatory rules of the place where the company’s shares are
listed have been amended, the matters provided for in the articles of association are in
conflict with the provisions of the amended laws and administrative regulations, the Hong
Kong Listing Rules and the securities regulatory rules of the place where the company’s
shares are listed;
(ii) Changes in the Company’s circumstances that are inconsistent with the matters recorded in
the Articles;
(iii) The shareholders’ meeting decides to amend the Articles.
If the amendment of the articles of association adopted by resolution of the shareholders’ meeting
shall be subject to the approval of the competent authorities, it shall be reported to the competent
authorities for approval; and if it involves the registration of the company, the change shall be
registered in accordance with the law.
The Board of Directors shall amend these Articles of Association in accordance with the
resolution of the shareholders’ meeting to amend the Articles of Association.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-29 –


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A. FURTHER INFORMATION ABOUT OUR GROUP
1. Incorporation
Our Company was established as a limited liability company in the PRC on June 15, 2015, under
the name Shenzhen Extreme Vision Technology Co., Ltd. (ʮ̡ ). It was renamed
Shandong Extreme Vision Technology Co., Ltd. (ʮ̡ ) on November 24, 2021,
and subsequently converted into a joint-stock company with limited liability on April 26, 2023.
As of the date of this Prospectus, our registered office and head office are located at Room 1201,
Jingkong Building, No. 57, Lushan Road, Huangdao District, Qingdao, Shandong Province, PRC.
Accordingly, our Company’s corporate structure and Articles of Association are subject to PRC laws
and regulations. A summary of the relevant provisions of our Articles of Association is set out in
“Appendix III — Summary of the Articles of Association” to this Prospectus. A summary of certain
relevant aspects of the laws and regulations of the PRC is set out in the section headed “Regulatory
Overview” in this Prospectus.
Our Company has established a principal place of business in Hong Kong SAR at 31/F, Tower
Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. We were registered with the
Registrar of Companies in Hong Kong SAR as a non-Hong Kong company under Part 16 of the
Companies Ordinance on July 21, 2025. Ms. Chan Yee Lam ( ௓ၥᔝ), one of our joint company
secretaries, has been appointed as the authorized representative of our Company for the acceptance of
the service of process on behalf of our Company in Hong Kong SAR. The address for the service of
process is the same as our principal place of business in Hong Kong SAR.
2. Changes in Share Capital of Our Company
As of the date of our establishment, our registered capital was RMB30,000. On April 26, 2023,
our Company was converted into a joint stock company with limited liability in accordance with the
Company Law. Upon completion of such conversion, the share capital of our Company became
RMB100,000,000 divided into 100,000,000 shares with a nominal value of RMB1.00 each. The
following sets out the changes in the share capital of our Company during the two years immediately
preceding the date of this Prospectus:
On September 25, 2024, the registered capital of our Company increased from RMB100,000,000
to RMB100,434,783.
Upon completion of the Global Offering, our share capital will be increased to 112,914,783, made
up of 562,347 Unlisted Shares and 112,352,436 H Shares fully paid up or credited as fully paid up,
representing approximately 0.50% and 99.50% of our share capital, respectively. There has been no
alteration in our share capital within the two years immediately preceding the date of this Prospectus.
3. Changes in the Share Capital of Our Subsidiaries
A summary of the corporate information and the particulars of our principal subsidiaries are set
out in Note 1 to the Accountants’ Report as set out in Appendix I to this Prospectus.
The following sets out the changes in share capital of our principal subsidiaries that made a
material contribution to our results of operations during the two years immediately preceding the date
of this Prospectus:
On June 27, 2024, Zhuhai Hengqin Extreme Vision Technology Co., Ltd. (ҦϞ
ʮ̡) was established in the PRC with a registered capital of RMB12,000,000.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 1–


--- page 452 ---
On December 3, 2024, Shandong Interstellar Intelligence Technology Co., Ltd.* (߅
ʮ̡ ) (formerly known as Jinan Extreme Vision Technology Innovation Co., Ltd.߅
ʮ̡ )) was established in the PRC with a registered capital of RMB20,000,000.
On December 4, 2024, Hainan Jishi Star Technology Co., Ltd. (ʮ̡ ) was
established in the PRC with a registered capital of RMB10,000,000.
For details of our principal subsidiaries, please refer to the section headed “History, Development
and Corporate Structure — Our Principal Subsidiaries” in this Prospectus.
Save as disclosed above, there has been no alteration in the share capital of any of the principal
subsidiaries of the Company within the two years immediately preceding the date of this Prospectus.
4. Resolutions of Our Shareholders in Relation to the Global Offering
At the general meeting of our Company held on June 26, 2025, the following resolutions, among
others, were passed by the Shareholders:
(i) the issuance by our Company of H Shares of the nominal value of RMB1.00 each and such
H Shares be listed on the Stock Exchange;
(ii) the number of H Shares to be issued shall not be more than 25% of our enlarged total issued
share capital immediately following the Global Offering;
(iii) subject to the completion of filing with the CSRC, upon completion of the Global Offering,
99,872,436 Unlisted Shares in aggregate held by our Shareholders will be converted into H
Shares on a one-for-one basis;
(iv) subject to the completion of the Global Offering, the granting of a general mandate to our
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 our Shareholders or the date on which our
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 our
Board in its absolute discretion deems fit, and to complete all necessary procedures,
provided that, the number of Shares to be issued shall not exceed 20% of the number of the
Shares in issue as of the Listing Date;
(v) subject to the completion of the Global Offering, the granting of a general mandate to our
Board to exercise all the powers of our Company to repurchase H Shares listed on the Stock
Exchange at any time within a period up to the date of the conclusion of the next annual
general meeting of our Shareholders or the date on which our Shareholders pass a special
resolution to revoke or change such mandate, whichever is earlier, and to complete all
necessary procedures, provided that, the number of H Shares to be repurchased shall not
exceed 10% of the number of H Shares in issue as of the Listing Date;
(vi) subject to the completion of the Global Offering, the conditional adoption of the Articles of
Association, which shall become effective on the Listing Date, and the Board has been
authorized to amend the Articles of Association in accordance with any comments from the
Stock Exchange and other relevant regulatory authorities;
(vii) authorization of the Board and its authorized persons to amend the resolutions in accordance
with the requirements of competent regulatory authorities, and deal with the specific
implementation; and
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 2–


--- page 453 ---
(viii) authorization of the Board and its authorized persons to handle all matters relating to, among
other things, the Global Offering, the issue and listing of the H Shares.
5. 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 and impact 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 Shareholder as a whole.
Following a repurchase of Shares, the Company may cancel any repurchased Shares and/or hold
them as treasury shares subject to, among others, market conditions and its capital management needs at
the relevant time of the repurchases, which may change due to evolving circumstances.
(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 112,352,436 H Shares in issue as of
the Listing Date and 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 11,235,243 H Shares being repurchased by the Company during the relevant period, being the
maximum of 10% of the H Shares in issue (excluding any treasury shares) as of the Listing Date.
(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.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 3–


--- page 454 ---
(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 one month 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 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.
A listed company shall not knowingly purchase its shares on the Stock Exchange from a core
connected person (namely a director, supervisor, chief executive or substantial shareholder of the
company or any of its subsidiaries, or a close associate of any of them), and a core connected person
shall not knowingly sell their interest in shares of the company to it.
(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) Interim measures
For any treasury shares of the Company deposited with CCASS pending resale on the Stock
Exchange, the Company shall, upon approval by the Board, implement the below interim measures
which include (without limitation):
(i) procuring its broker not to give any instructions to HKSCC to vote at general meetings for
the treasury shares deposited with CCASS;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 4–


--- page 455 ---
(ii) in the case of dividends or distributions (if any and where applicable), withdrawing the
treasury shares from CCASS, and either re-register them in its own name as treasury shares
or cancel them, in each case before the relevant record date for the dividend or distributions;
or
(iii) taking any other measures to ensure that it will not exercise any Shareholders’ rights or
receive any entitlements which would otherwise be suspended under the applicable laws if
those Shares were registered in its own name as treasury shares.
(i) General
The Company did not hold any treasury shares as of the Latest Practicable Date and will not hold
any treasury shares upon Listing. Neither the explanatory statement on repurchase of our own securities
nor the proposed share repurchase has any unusual features.
If the general mandate to repurchase Shares were to be carried out in full at any time, there may
be a material and adverse impact on our working capital or gearing position (as compared with the
position disclosed in our most recent published audited accounts). 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.
Our Directors have undertaken to the Stock Exchange that they will exercise the general mandate
to repurchase Shares in accordance with the Listing Rules and the applicable laws in the PRC.
For details of the restrictions on the share repurchase by our Company, please refer to “Summary
of the Articles of Association” in Appendix III to this Prospectus.
6. Corporate Reorganization
We have not gone through any corporate reorganization for the purpose of the Global Offering.
For details of the history and development of our Company, please refer to “History, Development and
Corporate Structure” in this Prospectus.
7. Summary of Material Contracts
The following contracts (not being contracts entered into in the ordinary course of business) have
been entered into by us within the two years preceding the date of this Prospectus and are or may be
material:
(a) the Hong Kong Underwriting Agreement;
(b) the cornerstone investment agreement dated March 18, 2026, entered into among our
Company, Zhengjin (Hong Kong) International Co., Limited (ږ݁(ಥ)ʮ̡ ),
CITIC Securities (Hong Kong) Limited, and CLSA Limited to subscribe for H Shares at the
Offer Price in an amount of HK$45,200,000; and
(c) the cornerstone investment agreement dated March 18, 2026, entered into among our
Company, George Kent International Pte. Ltd., CITIC Securities (Hong Kong) Limited, and
CLSA Limited to subscribe for H Shares at the Offer Price in an amount of HK$2,000,000.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 5–


--- page 456 ---
8. Intellectual Property Rights of Our Group
Patents
As of the Latest Practicable Date, we were the registered owner of and had the right to use the
following patents which we consider to be or may be material to our business:
No. Patent Patentee
Place of
Registration Patent Number Grant Date
1. A foreground recognition method . The Company PRC CN201410331758.3 April 19, 2017
2. A video surveillance based illegal
cross-border alarm system ....
The Company PRC CN201721416812.X June 22, 2018
3. An image detection alarm method
and device ..............
The Company PRC CN201711051206.7 January 22, 2019
4. An image detection alarm method
and related equipment .......
The Company PRC CN201711042295.9 March 26, 2019
5. A pipeline leakage detection
method and pipeline leakage
detection device ...........
The Company PRC CN201711025855.X June 28, 2019
6. A pipeline leakage detection
system ................
The Company PRC CN201711025866.8 June 28, 2019
7. A user registration review method,
device and equipment for an
electronic bidding platform ....
The Company PRC CN201810948351.3 January 21, 2020
8. A dark light source expression
recognition method and device
based on transfer learning .....
The Company PRC CN201810065194.1 February 25, 2022
9. A multi-size facial expression
recognition method and device
based on a three-point
positioning method .........
The Company PRC CN201810064184.6 February 18, 2022
10. A neural network-based method,
module and system for linear
object detection ...........
The Company PRC CN202210595785.6 August 23, 2022
11. Method, apparatus, electronic
device and storage medium for
protecting deep neural network
models ................
The Company PRC CN202210595796.4 August 30, 2022
12. A semantic segmentation-based
method, device and equipment
for segmenting stitched images .
The Company PRC CN202210701199.5 August 30, 2022
13. A vehicle driving behavior
detection method, detection
device and detection device ...
The Company PRC CN202210603592.0 September 9, 2022
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 6–


--- page 457 ---
No. Patent Patentee
Place of
Registration Patent Number Grant Date
14. Algorithm chain-based
optimization method and
optimization system ........
The Company PRC CN202210701290.7 September 9, 2022
15. A method for training algorithm
models, apparatus, electronic
device and storage medium ....
The Company PRC CN202210785441.1 September 27,
2022
16. A passenger flow statistics method
based on low-image quality and
low-frame-rate video and related
devices ................
The Company PRC CN202210595817.2 September 27,
2022
17. A lane line detection method and
device .................
The Company PRC CN202010227570.X October 13, 2023
18. A spliced image segmentation
method and device .........
The Company PRC CN202010227851.5 October 13, 2023
19. Image data cleaning method,
device, electronic device and
readable storage medium .....
The Company PRC CN202110982799.9 October 13, 2023
20. An image deduplication method,
apparatus, device and storage
medium ................
The Company PRC CN202210128958.3 March 11, 2025
21. A data auto-labeling method,
device And storage medium ...
The Company PRC CN202510072904.3 April 22, 2025
22. A multi-hardware hybrid large
model training method, system
and related devices .........
The Company PRC CN202510095875.2 April 22, 2025
23. A multi-modal large model
intelligent customer service
training method, device and
storage medium ...........
The Company PRC CN202510095877.1 April 22, 2025
24. A traffic interaction method,
device and storage medium ....
The Company PRC CN202510095876.7 April 25, 2025
25. A model aggregation method,
system and related devices
incorporating generative large
models ................
The Company PRC CN202510104047.0 April 25, 2025
26. A multi-hardware hybrid large
model inference method, system
and related devices .........
The Company PRC CN202510095874.8 May 2, 2025
27. A deep neural network accelerated
inference method, device and
storage medium ...........
The Company PRC CN202510073434.2 May 16, 2025
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 7–


--- page 458 ---
No. Patent Patentee
Place of
Registration Patent Number Grant Date
28. A Model Optimization and Update
Method, Device and Medium for
Generative Artificial
Intelligence .............
The Company PRC CN202510436389.2 June 24, 2025
29. An Image Duplicity Removal
Hyperparameter Optimization
Method, Device, Equipment and
Storage Medium ..........
The Company PRC CN202210125524.8 August 1, 2025
30. A License Plate Recognition
Method, Device, Equipment and
Storage Medium ..........
The Company PRC CN202111480381.4 September 16,
2025
31. A Method and System for
Zero-Shot Anomaly Detection in
Industry Based on Cross-Modal
Prompt Learning ..........
National
Supercomputing
Center in Jinan
(ၑ᏶
ʕː), the
Company,
Shandong Shanke
Digital Economy
Research Institute
Co., Ltd.* (؇
޼
ʮ̡ )
PRC CN202511171002.1 November 4, 2025
(b) Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which we consider
to be or may be material to our business:
No. Trademark
Place of
Registration Registered Owner Class Expiry Date
1.
 PRC The Company 42 October 13, 2032
2.
 PRC The Company 35 October 13, 2031
3.
 PRC The Company 9 October 13, 2031
4.
 PRC The Company 42 October 13, 2031
5.
 PRC The Company 42 July 13, 2027
6.
 PRC The Company 38 July 13, 2027
7.
 PRC The Company 9 July 13, 2027
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 8–


--- page 459 ---
No. Trademark
Place of
Registration Registered Owner Class Expiry Date
8. Hong Kong The Company 16 July 8, 2035
9. Hong Kong The Company 16 August 28, 2035
10. Hong Kong The Company 16 August 28, 2035
(c) Software Copyrights
As of the Latest Practicable Date, we were the registered owner of and had the right to use the
following copyrights which we consider to be or may be material to our business:
No. Copyright Name Registered Owner Copyright Number
Place of
Registration
1. Extreme Vision flame detection software ............ The Company 2020SR1504068 PRC
2. Extreme Vision video-based pedestrian crossing automatic
identification software .....................
The Company 2020SR1504070 PRC
3. Extreme Vision video-based manhole cover missing
automatic identification software ...............
The Company 2020SR1504271 PRC
4. Extreme Vision street vendors occupying the road detection
software .............................
The Company 2020SR1505130 PRC
5. Integrated platform illegal evidence intelligent review
application software ......................
The Company 2020SR1624809 PRC
6. Ji Shiguang AI image recognition algorithm system
(professional version) .....................
The Company 2021SR0288560 PRC
7. Ji Shiguang AI image recognition algorithm system
(upgraded version) .......................
The Company 2021SR0288530 PRC
8. Extreme Vision chain brand store intelligent monitoring
system ..............................
The Company 2016SR047810 PRC
9. Extreme Vision chain brand store monitoring cloud
platform system .........................
The Company 2016SR050165 PRC
10. Extreme Vision chain brand store computer vision
recognition system .......................
The Company 2016SR051660 PRC
11. Extreme Vision communication industry business hall
intelligent monitoring system .................
The Company 2016SR052731 PRC
12. Extreme Vision chain brand store customer flow statistics
system ..............................
The Company 2016SR051730 PRC
13. Extreme Vision communication industry business hall
monitoring cloud platform system ..............
The Company 2016SR052734 PRC
14. Extreme Vision communication industry business hall
customer flow statistics system ................
The Company 2016SR053902 PRC
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 9–


--- page 460 ---
No. Copyright Name Registered Owner Copyright Number
Place of
Registration
15. Extreme Vision communication industry business hall
computer vision recognition system .............
The Company 2016SR053636 PRC
16. Extreme Vision artificial intelligence development platform . The Company 2019SR0299012 PRC
17. Extreme Vision artificial intelligence reasoning platform .. The Company 2019SR0753610 PRC
18. Extreme Vision artificial intelligence algorithm management
platform .............................
The Company 2019SR0753601 PRC
19. Extreme Vision artificial intelligence data management
platform .............................
The Company 2019SR0753614 PRC
20. Extreme Vision artificial intelligence algorithm training
platform .............................
The Company 2019SR0753604 PRC
21. Aurora edge management software ............... The Company 2022SR0478251 PRC
22. EV-9803 integrated platform illegal evidence intelligent
review application software ..................
The Company 2022SR0728988 PRC
23. Extreme Vision artificial intelligence development platform . The Company 2022SR0845740 PRC
24. Extreme Vision AI image recognition algorithm system ... The Company 2022SR0845795 PRC
25. Extreme Vision algorithm comprehensive management
platform .............................
The Company 2022SR0803489 PRC
26. Extreme Vision artificial intelligence data management
platform .............................
The Company 2022SR0849018 PRC
27. In-vehicle traffic violation intelligent capture system ..... The Company 2022SR0803286 PRC
28. Extreme Vision Passenger Flow Analysis System ....... The Company 2022SR0802219 PRC
29. Extreme Vision AI Algorithm SDK Software ......... The Company 2022SR0802518 PRC
30. Extreme Vision Image Data Processing Software ....... The Company 2022SR0809011 PRC
31. Extreme Vision Video Analysis Processing Software ..... The Company 2022SR0802452 PRC
32. Extreme Vision Video Analysis Processing Software ..... The Company 2022SR0823329 PRC
33. Extreme Vision Video Analysis Processing Software ..... The Company 2022SR0829061 PRC
34. Extreme Vision Artificial Intelligence Development
Platform .............................
The Company 2022SR0830957 PRC
35. Extreme Vision Algorithm Comprehensive Management
Platform .............................
The Company 2022SR0837186 PRC
36. Extreme Vision Hazardous Chemical Vehicle Detection
Software .............................
The Company 2024SR0476440 PRC
37. Extreme Vision (Computing Power Edition) Artificial
Intelligence Development Platform ..............
The Company 2024SR0864213 PRC
38. Extreme Vision Artificial Intelligence Data Management
Platform .............................
The Company 2024SR0864220 PRC
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-10 –


--- page 461 ---
No. Copyright Name Registered Owner Copyright Number
Place of
Registration
39. Extreme Vision Polestar (Premium Edition) Algorithm
Reasoning AI Platform .....................
The Company 2024SR0866217 PRC
40. Aurora Edge Management Software ............... The Company 2024SR0866218 PRC
41. Extreme Vision Polestar (Supreme Edition) Algorithm
Reasoning AI Platform .....................
The Company 2024SR0875125 PRC
42. Extreme Vision AI Algorithm Development Management
and Application Platform ...................
The Company 2024SR0875141 PRC
43. In-Vehicle Traffic Violation Capture System Software .... The Company 2024SR0875290 PRC
44. Extreme Vision Polestar (Standard Edition) Algorithm
Reasoning AI Platform .....................
The Company 2024SR0877513 PRC
45. Extreme Vision Self-Training Tool Software .......... The Company 2024SR1232040 PRC
46. Extreme Vision Algorithm Deployment Suite Software .... The Company 2024SR1258762 PRC
47. Integrated Platform Violation Evidence Intelligent Review
Application Software ......................
The Company 2024SR1291436 PRC
(d) Domain Names
As of the Latest Practicable Date, we had registered and maintained ownership to the following
domain names in China which we consider to be or may be material to our business:
No. Domain Names Registrant Expiry Date
1. extremevision.com.cn The Company June 16, 2026
2. cvmart.net Shenzhen Jishi Technology
Co., Ltd.* (ҦϞ
ʮ̡)
November 22, 2026
Save as disclosed above, as of the Latest Practicable Date, there were no other patents, trade or
service marks, intellectual or industrial property rights which are or may be material in relation to our
business.
B. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
1. Directors
(i) Disclosure of Interests
Saved as disclosed below, immediately following completion of the Global Offering and the
conversion of Unlisted Shares into H Shares, 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 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
APPENDIX IV STATUTORY AND GENERAL INFORMATION
–I V - 1 1–


--- page 462 ---
the register referred to therein or which will be required to be notified to our Company and the Stock
Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies
contained in the Listing Rules.
As of the
Latest Practicable Date (2)
Immediately following the completion
of the Global Offering (3)
Name Positions Nature of Interest (1)
Number of
Unlisted
Shares
Approximate
percentage of
shareholding
in our total
share capital
Number of H
Shares
Approximate
percentage of
shareholding
in H Shares
Appropriate
percentage of
shareholding
in our total
share capital
Mr. Chan ....... Executive Director Beneficial owner 16,114,821 16.05% 16,114,821 14.34% 14.27%
Interest in controlled
corporation (4)
9,452,122 9.41% 9,452,122 8.41% 8.37%
Ms. Luo ....... Executive Director Beneficial owner 4,405,085 4.39% 4,405,085 3.92% 3.90%
Mr. Cheung Che Kit
Richard .......
Independent
non-executive Director
Interest in controlled
corporation (5)
474,054 0.47% 474,054 0.42% 0.42%
Notes:
(1) All interests stated are long positions.
(2) It is based on the total number of 100,434,783 Unlisted Shares in issue as of the Latest Practicable Date.
(3) The calculation is based on the assumption that (i) 99,872,436 Unlisted Shares in issue will be converted into H Shares,
and (ii) the total number of issued shares of the Company immediately upon completion of the Global Offering will be
562,347 Unlisted Shares and 112,352,436 H Shares.
(4) 9,452,122 Unlisted Shares were held by Hengqin Jili as of the Latest Practicable Date. Qingdao Hanshi was the sole
general partner of Hengqin Jili. Qingdao Hanshi was owned as to 99% by Mr. Chan as of the same date. Accordingly, each
of Qingdao Hanshi and Mr. Chan is deemed to be interested in the Unlisted Shares held by Hengqin Jili under the SFO.
(5) 474,054 Unlisted Shares were held by Jingjun Gaofei (Shenzhen) Enterprise Management Co., Ltd.* (࠭(ଉέ)Άุ
ʮ̡ )( “ Jingjun Gaofei ”) as of the Latest Practicable Date. Jingjun Gaofei was wholly owned by Eastern Express
Investment Limited, which in turn is wholly-owned by Mr. Cheung Che Kit Richard. Accordingly, each of Mr. Cheung and
Eastern Express Investment Limited is deemed to be interested in the Unlisted Shares held by Jingjun Gaofei under the
SFO.
(ii) Particulars of Service Contracts
Each of our Directors has entered into a service contract with our Company. The principal
particulars of these service agreements are: (a) each of the agreements is for a term of three years
following their respective appointment date; and (b) each of the agreements is subject to termination in
accordance with their respective terms. The service agreements may be renewed in accordance with our
Articles of Association and the applicable rules.
Save as disclosed above, our Company has not entered, and does not propose to enter, into any
service contracts with any of the Directors in their respective capacities as Directors (other than
contracts expiring or determinable by the employer within one year without the payment of
compensation (other than statutory compensation)).
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-12 –


--- page 463 ---
(iii) Directors’ Remuneration
For details of the Directors’ remuneration, please refer to “Directors and Senior Management —
Remuneration of Directors” in this Prospectus and Note to the Accountants’ Report as set out in
Appendix I to this Prospectus.
2. Substantial Shareholders
(i) Interest in the Shares of Our Company
For information on the persons who will, immediately following the completion of the Global
Offering, having or be deemed or taken to have beneficial interests or short position in our Shares or
underlying Shares which would fall to be disclosed to our Company under the provisions of Divisions
of 2 and 3 of Part XV of the SFO, or directly or indirectly be entitled to exercise, or control the
exercise of, 10% or more of the voting power at any meeting of our Company, please refer to
“Substantial Shareholders” in this Prospectus.
Save as disclosed in the section headed “Substantial Shareholders” in this Prospectus, as of the
Latest Practicable Date, our Directors were not aware of any persons who would, immediately
following the completion of the Global Offering, having or be deemed or taken to the beneficial
interests or short position in our Shares or underlying Shares which would fall to be disclosed to our
Company under the provisions of Divisions of 2 and 3 of Part XV of the SFO, or directly or indirectly
be entitled to exercise, or control the exercise of, 10% or more of the voting power at any general
meeting of our Company.
(ii) Interest in the Shares of Our Company’s Subsidiaries
As of the Latest Practicable Date, save as disclosed below, so far as our Directors are aware, no
person (other than our Directors or chief executive of our Company) were 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 other member of our Group.
Name of Subsidiary
Registered capital
(RMB)
Party with 10% or more equity interest
(other than members of the Group)
Percentage of
shareholding
Anhui Extreme Vision Technology
Co., Ltd. (ࠢ
ʮ̡) (Note) ..............
30,000,000 Wuhu New Economy Research
Institute Co., Ltd. (޼
ʮ̡ )
10%
Note: Anhui Extreme Vision was owned by our Company as to 86%. The remaining 14% was owned by Wuhu New Economy
Research Institute Co., Ltd. (ʮ̡ ) as to 10% and by Wuhu Xinwu Industry Investment Fund Co.,
Ltd. (ʮ̡ ) as to 4%, both of which are Independent Third Parties.
3. Disclaimers
(i) Save as disclosed in “History, Development and Corporate Structure” and this Appendix,
none of our Directors or any of the parties listed in “— D. Other Information — 8.
Qualifications and Consents of Experts” in this section:
(a) is interested in our promotion, or in any assets which, within the two years
immediately preceding the date of this Prospectus, have been acquired or disposed of
by or leased to us, or are proposed to be acquired or disposed of by or leased to our
Group; or
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-13 –


--- page 464 ---
(b) is materially interested in any contract or arrangement subsisting at the date of this
Prospectus that is significant in relation to our business;
(ii) Save as disclosed in this Appendix and in connection with the Underwriting Agreements,
none of the parties listed in “— D. Other Information — 8. Qualifications and Consents of
Experts” in this section:
(a) is interested legally or beneficially in any Shares in any member of our Group; or
(b) has any right (whether legally enforceable or not) to subscribe for or to nominate
persons to subscribe for any securities in any member of our Group;
(iii) None of our Directors or their close associates or any Shareholders of our Company who, to
the knowledge of our Directors, owns more than 5% of our issued share capital has any
interest in our top five customers or suppliers; and
(iv) Save as disclosed in “Substantial Shareholders,” none of our Directors is a director or
employee of a company that has an interest in the share capital of our Company which, once
the H Shares are listed on the Stock Exchange, would have to be disclosed pursuant to
Divisions 2 and 3 of Part XV of the SFO.
C. PRE-IPO EMPLOYEE INCENTIVE SCHEME
The following is a summary of the principle terms of the Pre-IPO Employee Incentive Scheme
(the “ Scheme ”), which was adopted by the Company on October 9, 2020. The Scheme does not involve
the grant of new Shares or awards by the Company after the Listing.
Under the Scheme, Eligible Participants (as defined below) were granted partnership interests in
the Pre-IPO Employee Incentive Platforms (“ Awards”), Hengqin Jili and Hengqin Jichuang, which had,
in turn, subscribed for 9,452,122 Shares and 9,024,164 Shares, representing approximately 9.41% and
8.99% of our total issued Shares, respectively, as of the Latest Practicable Date.
1. Purpose
The purpose of Scheme is to enhance the Company’s corporate governance framework and
establish a robust employee incentive and retention mechanism. The scheme aims to strengthen
employees’ commitment to the Company’s sustainable growth, align the interests of Shareholders, the
Company, and the employees, and promote a shared focus on the Company’s long-term development.
2. Form of the Pre-IPO Employee Incentive Scheme
The grantees, as limited partners of the Pre-IPO Employee Incentive Platforms, shall subscribe for
partnership interest therein according to the amount approved by the Board, and make the
corresponding contribution in accordance with the arrangement of the Board, thereby holding indirect
interest in the Shares.
3. Eligible Participants
Persons eligible to participate in the Scheme are the middle and senior management personnel and
core employees who have made contribution to the development of the Company (individually and
collectively, the “ Eligible Participant(s) ”). The general manager of the Company, in collaboration with
the human resources department, shall determine the list of grantees and the allocation of awards under
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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the Scheme. All Eligible Participants must be employed by the Company or its subsidiaries at the time
of the award grant and have entered into a valid employment contract with the Company or its
subsidiaries.
4. Total Number and Subscription Price of the Award
The grantees made an aggregate capital contribution of RMB9,452,122 and RMB9,024,164 into
the Pre-IPO Employee Incentive Platforms, Hengqin Jili and Hengqin Jichuang, which had, in turn,
subscribed for 9,452,122 Shares and 9,024,164 Shares, respectively. The subscription price per each
corresponding Share underlying the Awards granted was RMB1.00 per Share.
5. Term
The Scheme shall take effective from the date of being approved at the Shareholders’ general
meeting, and terminate upon the occurrence of the following events:
(i) Termination as required by applicable laws and regulations;
(ii) The occurrence of a significant legal event that materially impedes the Company’s initial
public offering and listing, and the Board resolves to terminate the Scheme;
(iii) The Company successfully completes its initial public offering and listing, with all lock-up
periods for shares held by the Pre-IPO Employee Incentive Platforms having expired and all
such shares having been disposed of, or the Board determines that the objectives of the
Scheme have been achieved; and
(iv) The occurrence of special circumstances affecting the Company, including but not limited to
operational crises, mergers, or spin-offs, whereby the Scheme may be terminated prior to the
expiration of its validity period upon approval by the Shareholders’ general meeting.
6. Administration
The Board shall serve as the administrator of the Scheme and, within the scope of authority
delegated by the Shareholders’ general meeting, shall be responsible for reviewing and approving the
implementation, amendment, and termination of the Scheme.
The general manager of the Company, or its authorized representative, shall be responsible for the
day-to-day management and execution of the Scheme. This includes overseeing matters such as
decisions regarding the exit of participants, the execution of documents related to participant exits,
handling changes in the registration of the Pre-IPO Employee Incentive Platforms with the relevant
commercial authorities, and managing related tax obligations.
7. Transfer Restrictions
The Awards granted under the Scheme shall be subject to transfer restrictions as specified in each
grant tranche of the Scheme. The Company will stipulate in each grant tranche whether the Awards
allocated to each Eligible Participant are subject to a lock-up period and, if so, the specific duration and
terms of such lock-up period for each grantee. Eligible Participants shall comply with the lock-up
period obligations, if any, as stipulated in the Scheme and the relevant grant agreement.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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8. Details of the Grantees
As of the Latest Practicable Date, Awards corresponded to a total of 18,476,286 Shares,
representing approximately 18.40% of our total issued Shares, have been granted to the Eligible
Participants under the Scheme.
No Shares will be further granted after the Listing pursuant to the Pre-IPO Employee Incentive
Scheme. Details of the Awards granted to Directors and senior management of our Company under the
Scheme are set out below as at the Latest Practicable Date:
(i) Hengqin Jili
Name Position
Approximate
partnership interests in
Hengqin Jili as
of the Latest
Practicable Date
Approximate number of
Shares corresponding to
the awards held by
Hengqin Jili (1)
Approximate
shareholding percentage
corresponding to the
awards held by
Hengqin Jili in the total
number of Shares in
issue immediately prior
to the Global
Offering (2)
Mr. Chan ............ Chairman of the Board,
Executive Director and
general manager
11.23% 1,061,851 0.94%
Mr. Chen Shuo ......... Executive Director and
deputy general manager
33.10% 3,129,068 2.77%
M r .X uL e i ........... Chief financial officer,
secretary of the Board
and joint company
secretary
32.99% 3,118,375 2.76%
Ms. Liu Ruoshui ........ Deputy general manager
and head of operation
and marketing centre
5.77% 535,120 0.48%
Subtotal ............. 83.10% 7,854,414 6.95%
Mr. Deng Fucheng (۬). Algorithm specialist (an
employee)
6.09% 575,852 0.51%
Other 10 employees ...... — 10.81%
(3) 1,021,856 0.90%
Total ............... — 100% 9,452,122 8.37%
Notes:
(1) For illustrating the indirect interests of grantees in the Shares, the number of Shares are presented and calculated by
multiplying their respective percentage of limited partnership interests in Hengqin Jili by the total number of Shares held
by Hengqin Jili.
(2) All the Unlisted Shares held by Hengqin Jili will be converted into H Shares, subject to the relevant regulatory approvals
and registration.
(3) Each of the 10 employees held partnership interests in Hengqin Jili in the range of 0.02% to 4.77% as at the Latest
Practicable Date.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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(ii) Hengqin Jichuang
Name Position
Approximate
partnership interests in
Hengqin Jichuang as of
the Latest Practicable
Date
Approximate number of
Shares corresponding to
the awards held by
Hengqin Jichuang (1)
Approximate
shareholding percentage
corresponding to the
awards held by
Hengqin Jichuang in
the total number of
Shares in issue
immediately prior to
the Global Offering (2)
Mr. Chan ............ Chairman of the Board,
Executive Director and
general manager
18.03% 1,627,400 1.44%
M r .X uL e i ........... Chief financial officer,
secretary of the Board
and joint company
secretary
17.62% 1,590,474 1.40%
Mr. Chen Shuo ......... Executive Director and
deputy general manager
5.58% 503,891 0.45%
Subtotal ............. 41.24% 3,721,765 3.29%
Other 41 employees ...... — 58.76% 5,303,501 4.70%
Total ............... — 100% 9,024,164 7.99%
Notes:
(1) For illustrating the indirect interests of grantees in the Shares, the number of Shares are presented and calculated by
multiplying their respective percentage of limited partnership interests in Hengqin Jichuang by the total number of Shares
held by Hengqin Jichuang.
(2) All the Unlisted Shares held by Hengqin Jichuang will be converted into H Shares, subject to the relevant regulatory
approvals and registration.
All Awards granted had been vested and all partnership interests in the Pre-IPO Employee
Incentive Platforms have been subscribed by and fully paid up by the grantees, and the relevant
registration had been completed. No further Awards will be granted after the date of this Prospectus and
the Pre-IPO Employee Incentive Scheme will not cause any dilution of the shareholding of our
Shareholders after the Listing.
D. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall on our
Company or any of our subsidiaries.
2. Litigation
As of the Latest Practicable Date, we were not engaged in any litigation, arbitration or claim of
material importance and no litigation arbitration or claim of material importance and no litigation,
arbitration or claim of material importance was known to our Directors to be pending or threatened by
or against us, that would have a material adverse effect on our financial condition or results of
operations.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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On February 13, 2026, Mr. Chan has received a civil petition of claim (ࣣthe
“Claim ”) from Mr. Huang He (“ Mr. Huang ”), a former Director departing the Company on April 30,
2025, as plaintiff, demanding Mr. Chan, as defendant, to return to Mr. Huang 0.3008% equity interests
in the Company that is held on trust. As of the Latest Practicable Date, the proceedings of the Claim
are still in progress and no judgement has been rendered.
In the Claim, it was alleged that (i) based on the Equity Incentive (Options) Agreement (ᛆዧ
Ꮈ՘ᙄ(ಂᛆ)) dated April 27, 2020 (the “ 2020 Equity Incentive Agreement ”), Mr. Huang was given
certain equity options in the Company equivalent to RMB1.3 million and such are to be held on trust
by Mr. Chan until Mr. Huang has satisfied various vesting conditions; (ii) based on Mr. Huang’s own
calculations, such relevant equity options represented 0.3008% of the shareholding interests in the
Company (the “ Relevant Shareholding Interests ”) held by Mr. Chan as at the date of Claim after
adjustment made due to changes in the Company’s share capital; and (iii) Mr. Huang claimed that he is
entitled to the Relevant Shareholding Interests, and thus demanded a return of the Relevant
Shareholding Interests from Mr. Chan pursuant to the 2020 Equity Incentive Agreement.
Shortly prior to the departure of Mr. Huang from the Company in April 2025, (a) the Company,
Mr. Huang and Hengqin Jili executed the Supplemental Agreement to the Employee Equity Incentive
Grant Agreement (ᛆબʚ՘ᙄʘ໾̂՘ᙄ (ɓ)) (the “ Incentive Grant Supplemental
Agreement ”). It is expressly stated in the Incentive Grant Supplemental Agreement that, among others,
(i) all equity options granted to and exercisable by Mr. Huang have been settled pursuant to relevant
agreement; (ii) all parties unanimously confirmed that the Equity Incentive (Options) Agreements in
2016 and in 2018 have been terminated and there are no disputes or disagreements regarding such
option agreements; (iii) Mr. Huang agreed to transfer to the Company’s legal representative (i.e. Mr.
Chan) the equity incentives corresponding to his then-held capital contribution in Hengqin Jili, and that
from the date of the Incentive Grant Supplemental Agreement, Mr. Huang shall cease to have any rights
or obligations pertaining to such equity incentives; (iv) Mr. Huang confirmed that he shall not assert
any form of shareholder rights over the Company’s legal representative (i.e. Mr. Chan) or the Company
under any circumstances or for any reason from the date of the Incentive Grant Supplemental
Agreement; and (v) Mr. Huang thereby voluntarily relinquished all rights associated with the equity
incentives or incentive Shares under the Company’s incentive scheme; and (b) the Company’s legal
representative (i.e. Mr. Chan) and Mr. Huang executed the Hengqin Jili Equity Share Transfer
Agreement ( मऎዑೞ฽ɢҳ༟ΥྫΆุ (Υྫ)ৌପ΅ᕘᔷᜫ՘ᙄ) pursuant to which Mr.
Huang shall transfer all his equity interests in Hengqin Jili obtained pursuant to the share incentive
scheme of the Company to Mr. Chan.
Based on the advice of Jia Yuan Law Offices, the PRC legal adviser engaged in respect of the
Claim (the “ Litigation Counsel ”), each of the Company and Mr. Chan was given to understand that the
Claim is without merit and that the likelihood of success of the Claim is remote on the following basis:
 the Company has fully discharged all its obligations in granting the relevant equity options
and vesting of the relevant equity incentives in the shareholding platform of the Company
entitled by Mr. Huang under the Company’s equity incentive scheme pursuant to the 2020
Equity Incentive Agreement; and
 based on a purposive interpretation and taken all other provisions of the Incentive Grant
Supplemental Agreement as a whole, the Incentive Grant Supplemental Agreement
constitutes a valid and unified termination and relinquishment of all of the then historical
equity incentive legal relationships between Mr. Huang, the Company, the shareholding
platform and Mr. Chan, including not only the Equity Incentive (Options) Agreements in
2016 and in 2018, but also the 2020 Equity Incentive Agreement, and that Mr. Huang shall
not be entitled to assert any further rights under the 2020 Equity Incentive Agreement
against Mr. Chan.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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The Litigation Counsel further advised that (i) other than Mr. Chan being the only plaintiff in the
Claim, the Company, any members of the Group or any other Directors and Shareholders of the
Company are not subject to any legal risk from the Claim; and (ii) there is no valid evidence
demonstrating that any part of Mr. Chan’s current shareholding interests in the Company are held on
trust for Mr. Huang.
In the unlikely event that Mr. Huang succeeds in his Claim and that Mr. Chan was to order to
return to Mr. Huang the Relevant Shareholding Interests, the Litigation Counsel advised that Mr. Chan
could satisfy such order by transferring the partnership interests he held on the Pre-IPO Employee
Incentive Platforms (being Hengqin Jili or Hengqin Jichuang) to Mr. Huang, instead of transferring the
H Shares he held directly to Mr. Huang. As further advised by our PRC Legal Advisor, the partnership
interests held by Mr. Chan on the Pre-IPO Employee Incentive Platforms (being Hengqin Jili or
Hengqin Jichuang) are not subject to any disposal restrictions under the PRC laws.
The Directors of the Company, considering the advice of the Litigation Counsel abovementioned,
are of the view that the Claim and the expected outcome of the Claim will not have any material
adverse impact on the Company’s business operations, financial position, eligibility and suitability of
Directors. Based on the due diligence performed by the Sole Sponsor, nothing has come to the Sole
Sponsor’s attention that could cast doubts on the view of the Directors set out above.
3. The Sole Sponsor
The Sole Sponsor has made an application on behalf of our Company to the Listing Committee for
the listing of, and permission to deal in, the H Shares to be converted from Unlisted Shares and the H
Shares to be issued pursuant to the Global Offering. All necessary arrangements have been made to
enable our H Shares to be admitted into CCASS.
The Sole Sponsor has confirmed that they satisfy the independence criteria applicable to a sponsor
set out in Rule 3A.07 of the Listing Rules.
The total amount of sponsor’s fee in connection with the Global Offering is USD1,000,000.
4. Compliance Advisor
Our Company has appointed Innovax Capital Limited as our Compliance Advisor in compliance
with Rule 3A.19 of the Listing Rules.
5. Preliminary Expenses
We have not incurred any material preliminary expenses in relation to the incorporation of our
Company.
6. Taxation of Holder of H Shares
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty if such sale,
purchase and transfer are effected on the H Share register of members of our Company, including in
circumstances where such transaction is effected on the Stock Exchange. The current rate of Hong
Kong stamp duty for such sale, purchase and transfer is a 0.1% of the consideration or, if higher, the
fair value of the H Shares being sold or transferred. For further information in relation to taxation,
please refer to the section headed “Regulatory Overview” in this Prospectus.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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7. Dividends Payable to Holders of H Shares
Unless determined otherwise by the Company, dividends payable in Hong Kong SAR dollars in
respect of our H Shares will be paid to the Shareholders as recorded on the H Share register of
members of the Company in Hong Kong SAR and sent by ordinary post, at the Shareholders’ risk, to
the registered address of each Shareholder. According to the Guide to the Program for “Full
Circulation” of H shares promulgated by CSDC on February 7, 2020, cash dividends to domestic
investors of H-share “full circulation” shall be distributed through CSDC. An H-share listed company
shall transfer RMB cash dividends to the designated bank account of the Shenzhen subsidiary of CSDC,
who shall complete the clearing of cash dividends by distributing the cash dividends to investors
through domestic securities companies.
8. Qualifications and Consents of Experts
The following are the qualifications of the experts who have given opinion or advice which are
contained in this Prospectus:
Name Qualifications
CITIC Securities (Hong Kong)
Limited
A licensed corporation to conduct Type 4 (advising on
securities) and Type 6 (advising on corporate finance)
regulated activities under the SFO
Jia Yuan Law Offices PRC Legal Advisor
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Industry consultant
Ernst & Y oung Certified Public Accountants under Professional Accountants
Ordinance (Chapter 50 of the Laws of Hong Kong)
Registered Public Interest Entity Auditor under Accounting
and Financial Reporting Council Ordinance (Chapter 588 of
the Laws of Hong Kong)
As of the Latest Practicable Date, none of the experts named above had any shareholding interest
in our Company or any of our subsidiaries or the right (whether legally enforceable or not) to subscribe
for or to nominate persons to subscribe for securities in any member of our Group.
Each of the experts named in “D. Other Information — 8. Qualifications and Consents of Experts”
above has given and has not withdrawn its written consent to the issue of this Prospectus with the
inclusion of its report and/or letter and/or opinion and/or the references to its name included herein in
the form and context in which it is respectively included.
As of the Latest Practicable Date, none of the experts named above had any shareholding interests
in any member of our Group or the right (whether legally enforceable or not) to subscribe for or to
nominate persons to subscribe.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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--- page 471 ---
9. Promoters
All of the promoters of the Company are the then Shareholders as at April 26, 2023 immediately
before our conversion into a joint stock limited liability company. Save as disclosed in “History,
Development and Corporate Structure,” within the two years immediately preceding the date of this
Prospectus, no cash, securities or other benefit has been paid, allotted or given nor are any proposed to
be paid, allotted or given to the promoters named above in connection with the Global Offering and the
related transactions described in this Prospectus.
10. Bilingual Document
The English language and Chinese language versions of this Prospectus are being published
separately in reliance upon the exemption provided by section 4 of the Companies Ordinance
(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of
the Laws of Hong Kong).
11. Binding Effect
This Prospectus shall have the effect, if an application is made in pursuance of this Prospectus, of
rendering all persons concerned bound by all of the provisions (other than the penal provisions) of
Sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance in so
far as applicable.
12. Miscellaneous
(i) Save as disclosed in “History, Development and Corporate Structure” and this Appendix and
in connection with the Underwriting Agreements, within the two years immediately
preceding the date of this Prospectus:
(a) no share or loan capital of our Company or any of its subsidiaries has been issued nor
agreed to be issued fully or partly paid either for cash or for a consideration other than
cash;
(b) no commissions, discounts, brokerage fee or other special terms have been granted in
connection with the issue or sale of any Share or loan capital of our Company or any
of our subsidiaries;
(c) no Share or loan capital of our Company is under option or is agreed conditionally or
unconditionally to be put under option; and
(d) no commission has been paid or is payable for subscribing or agreeing to subscribe, or
procuring or agreeing to procure the subscriptions of any share in our Company or any
of our subsidiaries;
(ii) We have not issued nor agreed to issue any founder shares, management shares or deferred
shares;
(iii) There are no arrangements under which future dividends are waived or agreed to be waived;
(iv) There are no procedures for the exercise of any right of pre-emption or transferability of
subscription rights;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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--- page 472 ---
(v) There have been no interruptions in our business which may have or have had a significant
effect on our financial position in the 12 months preceding the date of this Prospectus;
(vi) There are no restrictions affecting the remittance of profits or repatriation of capital by us
into Hong Kong SAR from outside Hong Kong SAR;
(vii) No part of the equity or debt securities of our Company or any member of our Group, 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 Stock Exchange is
currently being or agreed to be sought; and
(viii) Our Company has no outstanding convertible debt securities or debentures.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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--- page 473 ---
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES
The documents attached to a copy of this Prospectus and delivered to the Registrar of Companies
in Hong Kong SAR for registration were:
(a) a copy of each of the material contracts referred to in the sub-section headed “Appendix IV
— Statutory and General Information — A. Further Information about Our Group — 7.
Summary of Material Contracts” to this Prospectus; and
(b) the written consents referred to in the sub-section headed “Appendix IV — Statutory and
General Information — D. Other Information — 8. Qualifications and Consents of Experts”
to this Prospectus.
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be published on the websites of the Stock Exchange at
www.hkexnews.hk
and our Company at www.extremevision.com.cn up to and including the date
which is 14 days from the date of this Prospectus:
(a) the Articles of Association of the Company;
(b) the Accountants’ Report in respect of the historical financial information of our Group for
the three years ended December 31, 2022, 2023 and 2024 and nine months ended September
30, 2025, the text of which is set out in “Appendix I — Accountants’ Report” to this
Prospectus;
(c) the report on the unaudited pro forma financial information of our Group from Ernst &
Young, the text of which is set out in “Appendix IIA — Unaudited Pro Forma Financial
Information” to this Prospectus;
(d) the audited consolidated financial statements of our Group for the three years ended
December 31, 2022, 2023 and 2024 and nine months ended September 30, 2025;
(e) the industry report issued by Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., the
summary of which is set forth in the section headed “Industry Overview” in this Prospectus;
(f) the PRC legal opinions issued by Jia Yuan Law Offices, our PRC Legal Advisor, in respect
of certain aspects of our Group;
(g) the material contracts referred to in the sub-section headed “Appendix IV — Statutory and
General Information — A. Further Information about Our Group — 7. Summary of Material
Contracts” to this Prospectus;
(h) the written consents referred to in the sub-section headed “Appendix IV — Statutory and
General Information — D. Other Information — 8. Qualifications and Consents of Experts”
to this Prospectus;
(i) the service contracts and the letters of appointment referred to in the sub-section headed
“Appendix IV — Statutory and General Information — B. Further Information about our
Directors and Substantial Shareholders — 1. Directors — (ii). Particulars of Service
Contracts” to this Prospectus; and
(j) a copy of each of the Company Law of the PRC, the Securities Law of the PRC, the
Overseas Listing Trial Measures and the Guidelines on the Articles of Association of Listed
Companies issued by the CSRC together with their unofficial English translations .
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES AND A V AILABLE ON DISPLAY
–V - 1–


--- page 474 ---
Shandong Extreme Vision Technology Co., Ltd.*
ʮ̡
Shandong Extreme Vision Technology Co., Ltd.*
ʮ̡
Shandong Extreme Vision Technology Co., Ltd.*
ʮ̡
(a joint stock company incorporated in the People’s Republic of China with limited liability)
Stock Code : 6636
Sole Sponsor, Overall Coordinator, Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager
GLOBAL OFFERING
* For identiﬁcation purpose only * For identiﬁcation purpose only
