--- page 1 ---
Stock Code: 9880
(a joint stock company incorporated in the
People's Republic of China with limited liability)
Sole Sponsor, Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers


--- page 2 ---
If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional
advice.
UBTECH ROBOTICS CORP 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
: 11,282,000 H Shares (subject to the Over-
Allotment Option)
Number of Hong Kong Offer Shares : 1,128,200 H Shares (subject to re-allocation)
Number of International Placing Shares : 10,153,800 H Shares (subject to the Over-
Allotment Option and re-allocation)
Maximum Offer Price : HK$116.0 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
AFRC transaction levy of 0.00015% and
Stock Exchange trading fee of 0.00565%
(payable in full on application in Hong Kong
dollars and subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 9880
Sole Sponsor, Overall Coordinator, Joint Global Coordinator,
Joint Bookrunner and Joint Lead Manager
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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 loss howsoever ar ising from or in reliance upon the whole
or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in “Appendix VIII — Documents Delivered to the Registrar of Companies in Ho ng Kong and Available on Display”,
has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) O rdinance (Chapter 32 of the
Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this pr ospectus or any other documents
referred to above.
The Offer Price is expected to be fixed by agreement between the Overall Coordinators (for themselves and on behalf of the Underwriters), and our Compa ny on or around Wednesday,
December 27, 2023, but in any event no later than 12:00 noon on Wednesday, December 27, 2023. The Offer Price will be not more than HK$116.0 per Offer Shar e and is currently expected
to be not less than HK$86.0 per Offer Share. If, for any reason, the Overall Coordinators (for themselves and on behalf of the Underwriters), and our Com pany are unable to reach an agreement
on the Offer Price by 12:00 noon on Wednesday, December 27, 2023, the Global Offering will not become unconditional and will lapse immediately. Applic ants for Hong Kong Offer Shares
may be required to pay, on application (subject to application channels), the maximum Offer Price of HK$116.0 per Hong Kong Offer Share together with a brokerage fee of 1.0%, a SFC
transaction levy of 0.0027%, a AFRC transaction levy of 0.00015% and a Stock Exchange trading fee of 0.00565%, subject to refund if the Offer Price shou ld be less than HK$116.0 per
Hong Kong Offer Share.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, with consent of our Company, reduce the number of Hong Kong Offer Shar es and/or the indicative
Offer Price range below that stated in this prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong P ublic Offer. In such
a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the indicative Offer Price range will be published on the websites of the S tock Exchange at
www.hkexnews.hk and our Company at www.ubtrobot.com as soon as practicable but in any event not later than the morning of the day which is the last day for lodging applications
under the Hong Kong Public Offer. Further details are set forth in “Structure and Conditions of the Global Offering” and “How to Apply for the Hong Kong O ffer Shares” in this
prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscrip tion for, the Hong Kong Offer Shares,
are subject to termination by the Overall Coordinators (for themselves and on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. o n the Listing Date. See “Underwriting
— Underwriting Arrangements and Expenses — Hong Kong Public Offer — Hong Kong Underwriting Agreement — Grounds for termination” for further details o f such circumstances. It
is important that you refer to that section for further details.
Prior to making an investment decision, potential investors should consider carefully all of the information set out in this prospectus, including t he risk factors set out in “Risk Factors”.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, sold, pledged or
transferred within the United States except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act . The Offer Shares are being offered
and sold (a) in the United States to “Qualified Institutional Buyers” in reliance on Rule 144A or another exemption from, or in a transaction not subjec t to, registration under the
U.S. Securities Act, and (b) outside the United States in offshore transactions in accordance with Regulation S.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offer. We will not provide printed copies of this prospectus to the publ ic in relation to the Hong Kong
Public Offer.
This prospectus is available at the websites of the Stock Exchange ( www.hkexnews.hk ) and our Company ( www.ubtrobot.com ). If you require a printed copy of this prospectus, you
may download and print from the website addresses above.
IMPORTANT
December 19, 2023


--- page 3 ---
IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offer.
We will not provide printed copies of this prospectus to the public in relation to the
Hong Kong Public Offer.
This prospectus is available at the website of the Hong Kong Stock Exchange at
www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information”
section, and our website at www.ubtrobot.com. If you require a printed copy of this
prospectus, you may download and print from the website addresses above.
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 /H1100/H1100/H1100
IPO App (which can be
downloaded by searching “ IPO
App” in App Store or Google
Play or downloaded at
www.hkeipo.hk/IPOApp or
www.tricorglobal.com/IPOApp )
or 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
Tuesday, December
19, 2023 to 11:30
a.m. on Friday,
December 22, 2023,
Hong Kong time.
The latest time for
completing full
payment of
application monies
will be 12:00 noon
on Friday, December
22, 2023, Hong
Kong time.
HKSCC EIPO
channel /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Y our broker or custodian who
is a HKSCC Participant will
submit an EIPO application on
your behalf through HKSCC’s
FINI system in accordance with
your instruction
Investors who would
not like to receive a
physical H Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in the
name of HKSCC
Nominees, deposited
directly into CCASS
and credited to your
designated HKSCC
Participant’s stock
account.
Contact your broker
or custodian for the
earliest and latest
time for giving such
instructions, as this
may vary by broker
or custodian.
We will not provide any physical channels to accept any application for the Hong Kong Offer
Shares by the public. The contents of the electronic version of this prospectus are identical
to the printed document as registered with the Registrar of Companies in Hong Kong
pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance.
If you are an intermediary , broker or agent , please remind your customers, clients or
principals, as applicable, that this prospectus is available online at the website addresses
above.
See “How to Apply for the Hong Kong Offer Shares” for further details on the procedures
through which you can apply for the Hong Kong Offer Shares electronically.
IMPORTANT
–i–


--- page 4 ---
Y our 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. Y ou must pay the respective
maximum amount payable on application in full upon application for Hong Kong Offer Shares. If
you are applying through the HKSCC EIPO channel, you are required to prefund your application
based on the amount specified by your broker or custodian, as determined based on the applicable
laws and regulations in Hong Kong.
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
50 5,858.50 800 93,735.89 7,000 820,189.02 100,000 11,716,986.00
100 11,716.99 900 105,452.88 8,000 937,358.88 200,000 23,433,972.00
150 17,575.48 1,000 117,169.85 9,000 1,054,528.75 300,000 35,150,958.00
200 23,433.97 1,500 175,754.79 10,000 1,171,698.60 400,000 46,867,944.00
250 29,292.46 2,000 234,339.72 20,000 2,343,397.20 500,000 58,584,930.00
300 35,150.96 2,500 292,924.66 30,000 3,515,095.80 564,100
(1) 66,095,518.02
350 41,009.45 3,000 351,509.58 40,000 4,686,794.40
400 46,867.94 3,500 410,094.51 50,000 5,858,493.00
450 52,726.44 4,000 468,679.45 60,000 7,030,191.60
500 58,584.94 4,500 527,264.36 70,000 8,201,890.20
600 70,301.91 5,000 585,849.30 80,000 9,373,588.80
700 82,018.90 6,000 703,019.15 90,000 10,545,287.40
(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 Provider) while the SFC transaction levy, the Stock Exchange trading
fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.
No application for any other number of the Hong Kong Offer Shares will be considered and any
such application is liable to be rejected.
IMPORTANT
–i i–


--- page 5 ---
If there is any change in the following expected timetable of the Hong Kong Public Offer , we will
issue an announcement in Hong Kong to be published on the websites of the Stock Exchange at
www.hkexnews.hk and our Company on www.ubtrobot.com .
Hong Kong Public Offer commences ............. 9:00 a.m. on Tuesday, December 19, 2023
Latest time to complete electronic applications under the
HK eIPO White Form service through one of the below ways (2)
(1) the IPO App , which can be downloaded by searching
“IPO App ” in App Store or Google Play or downloaded at
www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp
(2) the designated website www.hkeipo.hk .......1 1:30 a.m. on Friday, December 22, 2023
Application lists of the Hong Kong Public Offer open (3) ..............1 1:45 a.m. on Friday,
December 22, 2023
Latest time to (a) giving electronic application instructions to
HKSCC and (b) completing payment of HK eIPO White Form
applications by effecting internet banking transfer(s) or PPS
payment transfer(s)
(4) ...................................... .12:00 noon on Friday,
December 22, 2023
If you are instructing your broker or custodian who is a HKSCC Participant to give electronic
application instructions via FINI to apply for the Hong Kong Offer Shares on your behalf, you 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 Offer close ............... 12:00 noon on Friday,
December 22, 2023
Expected Price Determination Date
(5) ....................W ednesday, December 27, 2023
Announcement of:
 the Offer Price;
 an indication of the level of interest in the International Placing;
 the level of applications in the Hong Kong Public Offer; and
 the basis of allocation of the Hong Kong Offer Shares
to be published and on the websites of the Stock Exchange at
www.hkexnews.hk and our Company at www.ubtrobot.com at or
before (6)(10) .............................. 1 1:00 p.m. on Thursday, December 28, 2023
Announcement of results of allocations in the Hong Kong Public Offer
to be available through a variety of channels including
the websites of the Stock Exchange at www.hkexnews.hk
and our Company’s website at www.ubtrobot.com (see “How to Apply for the
Hong Kong Offer Shares — B. Publication of results”) at or
before (10) ................................ 1 1:00 p.m. on Thursday, December 28, 2023
EXPECTED TIMETABLE (1)
– iii –


--- page 6 ---
Results of allocations in the Hong Kong Public Offer
(including successful applicants’ identification document numbers,
where appropriate) will be available at the “IPO Results” function in
the IPO App or at www.hkeipo.hk/IPOResult or
www.tricor.com.hk/ipo/result with a “search by ID” function (10) from ........1 1:00 p.m. on
Thursday, December 28, 2023 to
12:00 midnight on Wednesday,
January 3, 2024
For those applying through HKSCC EIPO Channel,
you may also check with your broker or
custodian from ......................................... 6:00 p.m. on Wednesday,
December 27, 2023
Dispatch of H Share certificates or deposit of the H Share certificates
into CCASS in respect of wholly or partially successful applications
pursuant to the Hong Kong Public Offer on or before
(6) ........ Thursday, December 28, 2023
Dispatch of HK eIPO White Form e-Auto Refund payment
instructions/refund cheques (if applicable) on or before (9)(11) ...... Friday, December 29, 2023
Dealings in H Shares on the Main Board of the
Stock Exchange to commence at ................ 9:00 a.m. on Friday, December 29, 2023
Notes:—
(1) All times and dates refer to Hong Kong local time and date, except as otherwise stated. Details of the structure of
the Global Offering, including its conditions, are set out in “Structure and Conditions of the Global Offering” in this
prospectus. If there is any change in the above expected timetable, we will issue a separate announcement in Hong
Kong to be published on our website at www.ubtrobot.com and the website of the Stock Exchange at
www.hkexnews.hk .
(2) Y ou will not be permitted to submit your application under the HK eIPO White Form service through the IPO App
or the designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have
already submitted your application and obtained an application reference number from the IPO App or the designated
website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of
application monies) until 12:00 noon on the last day for submitting applications, when the application lists close.
(3) If there is a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning signal and/or Extreme
Conditions in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, December 22, 2023, the
application lists will not open and close on that day. See “How to Apply for the Hong Kong Offer Shares — E. Severe
Weather Arrangements”.
(4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC
should refer to “How to Apply for the Hong Kong Offer Shares — 2. Application Channels”.
(5) The Price Determination Date is expected to be on or around Wednesday, December 27, 2023. If, for any reason, the
Offer Price is not agreed between the Overall Coordinators and the Joint Global Coordinators (for themselves and on
behalf of the Underwriters) and our Company by Wednesday, December 27, 2023, the Global Offering will not
proceed and will lapse.
(6) The H Share certificates are expected to be issued on Thursday, December 28, 2023 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, which is scheduled to be at around 8:00
a.m. on Friday, December 29, 2023. Investors who trade H Shares on the basis of publicly available allocation details
before the receipt of H Share certificates and before they become valid evidence of title do so entirely of their own
risk.
(7) The announcement will be available for viewing on the Stock Exchange’s website www.hkexnews.hk and our
Company’s website at www.ubtrobot.com .
(8) None of the website or any of the information contained on the website forms part of this prospectus.
(9) Applicants who apply for 500,000 or more Hong Kong Offer Shares and have provided all required information may
collect H Share certificates (where applicable) in person from our H Share Registrar at 17/F, Far East Finance Centre,
16 Harcourt Road, Hong Kong from 9:00 a.m. to 1:00 p.m. on Friday, December 29, 2023. Applicants being
individuals who are eligible for personal collection must not authorize any other person to make collection on their
behalf. If you are a corporate applicant which is eligible for personal collection, your authorized representative must
bear a letter of authorization from your corporation stamped with your corporation’s chop. Both individuals and
authorized representatives must produce, at the time of collection, evidence of identity acceptable to the H Share
Registrar. Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer
to the paragraph headed “How to Apply for the Hong Kong Offer Shares — D. Despatch/Collection of H Share
Certificates and Refund of Application Monies” in this prospectus for details.
EXPECTED TIMETABLE (1)
–i v–


--- page 7 ---
(10) Applicants who apply through the HK eIPO White Form service by paying the application monies through a single
bank account, may have e-Auto Refund payment instructions (if any) dispatched to their application payment bank
account. Applicants who apply through the HK eIPO White Form service by paying the application monies through
multiple bank accounts, may have refund cheques in favor of the applicant (or, in the case of joint applications, the
first-named applicant) sent to the address specified in their application instructions by ordinary post and at their own
risk.
(11) e-Auto Refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful
applications and in respect of wholly or partially successful applications if the Offer Price is less than the price per
Offer Share payable on application.
The H Share certificates will only become valid evidence of title provided that the Global Offering
has become unconditional in all respects and neither of the Hong Kong Underwriting Agreement nor
the International Placing Agreement is terminated in accordance with its respective terms prior to
8:00 a.m. on the Listing Date. The Listing Date is expected to be on or about Friday, December 29,
2023. Investors who trade the H Shares on the basis of publicly available allocation details prior to
the receipt of H Share certificates or prior to the H Share certificates becoming valid evidence of
title do so entirely at their own risk.
Potential investors should read carefully “Underwriting”, “Structure and Conditions of the Global
Offering” and “How to Apply for the Hong Kong Offer Shares” for details relating to the structure
and conditions of the Global Offering, procedures on the applications for Hong Kong Offer Shares
and the expected timetable, including conditions, effect of bad weather and the dispatch of refund
cheques and H Share certificates.
EXPECTED TIMETABLE (1)
–v–


--- page 8 ---
IMPORTANT NOTICE TO INVESTORS
This prospectus is issued by our Company solely in connection with the Hong Kong Public Offer
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 Offer . This prospectus may not be used for the purpose of, and
does not constitute, an offer to sell or a solicitation of an offer to buy in any other jurisdiction
or in any other circumstances. No action has been taken to permit a public offering of the Offer
Shares in any jurisdiction other than Hong Kong and no action has been taken to permit the
distribution of this prospectus in any jurisdiction other than Hong Kong. The distribution of this
prospectus and the offering 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 , the
Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers and the Underwriters, any of our or their respective directors or advisers, or any
other person or party involved in the Global Offering. Information contained in our website,
located at www.ubtrobot.com does not form part of this prospectus.
Page
Expected Timetable .................................................. i i i
Contents .......................................................... v i
Summary and Highlights .............................................. 1
Definitions and Glossary .............................................. 2 4
Forward-looking Statements ........................................... 4 0
Risk Factors ....................................................... 4 1
Responsibility Statements ............................................. 7 9
Global Offering and Listing ........................................... 8 1
Waivers from Strict Compliance with the Listing Rules ...................... 8 6
Directors, Supervisors and Parties Involved in the Global Offering ............. 8 9
Corporate Information ............................................... 9 8
Industry Overview ................................................... 1 0 0
Laws and Regulations ................................................ 1 2 5
History, Development and Corporate Structure ............................. 1 4 6
Business ........................................................... 2 1 1
CONTENTS
–v i–


--- page 9 ---
Connected Transactions ............................................... 3 9 6
Directors, Supervisors and Senior Management ............................ 3 9 9
Relationship with our Controlling Shareholders ............................ 4 1 9
Substantial Shareholders ............................................. 4 2 3
Share Capital ...................................................... 4 2 8
Financial Information ................................................ 4 3 2
Future Plans and Use of Proceeds ....................................... 5 2 3
Cornerstone Investor ................................................. 5 2 8
Underwriting ....................................................... 5 3 3
Structure and Conditions of the Global Offering ............................ 5 4 5
How to Apply for the Hong Kong Offer Shares ............................. 5 5 3
Appendix I — Accountant’s Report ............................... I - 1
Appendix II — Unaudited Pro Forma Financial Information ............. II-1
Appendix III — Property Valuation Report ........................... III-1
Appendix IV — Taxation and Foreign Exchange ...................... I V - 1
Appendix V — Summary of Principal PRC and Hong Kong Laws and
Regulatory Provisions ............................ V - 1
Appendix VI — Summary of our Articles of Association ................. VI-1
Appendix VII — Statutory and General Information .................... VII-1
Appendix VIII — Documents Delivered to the Registrar of Companies in
Hong Kong and Available on Display ................. VIII-1
CONTENTS
– vii –


--- page 10 ---
This summary aims to give potential investors an overview of the information contained in this
prospectus. As this is a summary, it does not contain all the information that may be important
to potential investors and is qualified in its entirety by, and should be read in conjunction with,
the full text of this prospectus. Potential investors should read the whole document including the
appendices hereto, which constitute an integral part of this prospectus, before making a decision
to invest in our Offer Shares. There are risks associated with any investment. Some of the
particular risks in investing in our Offer Shares are set out in “Risk Factors”. Potential
investors should read that section carefully before making a decision to invest in our Offer
Shares.
BUSINESS OVERVIEW
UBTech is an established robotic company based in the PRC, dedicated to the design, production,
commercialization, sales and marketing and research development (R&D) of smart service robotic
products and services (Note) . Our offerings, ranging from consumer-level robots and appliances,
enterprise-level smart service robotic products and services tailored for education, logistics and
other sectors, are equipped to different extent with smart features that sense, interact, analyze and
process human instructions and external environment such as mapping, temperature measurement
and facial recognition. According to Frost & Sullivan, we are the No. 3 in the smart service robotic
products and services industry in China (in terms of revenue) in 2022 with a market share of 2.8%,
and China’s No. 1 provider of education smart robotic products and services (in terms of revenue)
in 2022 with a market share of 22.5%.
During the Track Record Period, we generated revenue of RMB740.2 million, RMB817.2 million,
RMB1,008.3 million, RMB283.5 million and RMB261.1 million in FY2020, FY2021, FY2022,
6M2022, and 6M2023, respectively, primarily from the sales of the following smart service robotic
products and services:
(i) Education smart robotic products and services : During the Track Record Period, our
education smart robotic products and services accounted for 82.7%, 56.5%, 51.2% and
29.0% of our total revenue in FY2020, FY2021, FY2022 and 6M2023, respectively. Our
education smart robotic products and services are sold to government educational
bureaus. They are used as teaching tools to assist students in STEAM curricula learning
such as AI and programming learning, rather than just common hardware including
computers and projectors, in the teaching process. For example, students can learn AI
knowledge and apply programming skills learned from our AI education curriculum and
command and control our smart robotic products such as uKit through our AI education
software such as uCode and uPython to give them instructions to perform specific tasks.
Our education smart robotic products and services mainly include (a) smart robotic
products including humanoid Y anshee, Alpha Mini (education) and uKit and Jimu series
(education), which are devices that can interact with students to perform certain
functions on default or enhanced functions such as dancing based on the codes or
commands written or designed by the students or end-users during their learning
process; (b) software such as AI smart education platform for coding and programming
learning; and (c) ancillary services such as providing support for teacher training and
operation and utilization of our products and services;
(ii) Logistics smart robotic products and services : During the Track Record Period, our
logistics smart robotic products and services accounted for 1.7%, 23.3%, 26.1% and
29.4% of our total revenue in FY2020, FY2021, FY2022 and 6M2023, respectively. Our
Note: A smart service robot refers to a robotic system that is designed to perform various tasks and provide services to
human autonomously, excluding industrial robots. These robots are equipped with technologies such as computer
vision, voice interaction and SLAM (i.e. simultaneous localization and mapping, a technology which allows a robot
to build a map of an unknown environment and localize itself in that map at the same time) and automation, allowing
them to perceive and interact with external environment. Smart service robotic service is a service which integrates
smart service robots with the necessary peripheral hardware and software products and services to perform intended
tasks.
SUMMARY AND HIGHLIGHTS
–1–


--- page 11 ---
logistics smart robotic products and services are designed for enterprises with large
factories and warehouses, such as new energy vehicle manufacturers. Our major
products include automated guided vehicles (AGVs) and automated mobile robots
(AMRs) under our Wali ( ͙ɢ) Series which can deliver components, semi-finished
products and finished products to designated places within the production facilities or
warehouses. We also provide software and ancillary services to our customers, including
WMS (Warehouse Management System) and MES (Manufacturing Execution System),
which can also be connected to our customers’ in-house system platforms to achieve
more comprehensive products and services offerings;
(iii) Other sector-tailored smart robotic products and services : During the Track Record
Period, our other sector-tailored smart robotic products and services accounted for 5.2%,
11.0%, 8.2% and 8.5% of our total revenue in FY2020, FY2021, FY2022 and 6M2023,
respectively. This segment comprises of smart robotic products and services covering
various use scenarios including schools (e.g. for greeting and sanitisation purpose),
hospitals, airports, train stations, shopping malls, banks and electrical substations to
provide services such as guiding assistance, reception, sanitation, security patrol, safety
inspection and monitoring of environmental conditions. Our major products offered
mainly include Cruzr series, Walker series, and ADIBOT series; and
(iv) Consumer-level robots and other hardware devices : During the Track Record Period,
our consumer-level robots and other hardware devices accounted for 8.4%, 8.3%, 13.1%
and 32.6% of our total revenue in FY2020, FY2021, FY2022 and 6M2023, respectively.
This segment refers to the sales of robotic products with AI-functions that are consumer
grade and mass market level such as computer vision and voice interaction to consumers
for household use. Our major products offered include AiRROBO vacuum cleaner,
AiRROBO cat litter box and Alpha Mini (non-education) series.
For FY2020, FY2021, FY2022, 6M2022 and 6M2023, we incurred net losses of RMB707.0 million,
RMB917.5 million, RMB987.4 million, RMB515.2 million and RMB547.9 million, respectively.
We are committed to R&D and delivery of smart service robotic products and services and we
self-developed a full stack of (i) robotic, (ii) AI that are consumer grade and mass market level and
(iii) integrated robotic and AI technologies for application in a range of enterprise-level and
consumer-level use scenarios across various sectors. Our AI technologies include (i) computer
vision technology which allows our smart service robotic products to identify objects and recognize
human-beings, and (ii) voice interaction technology which allows our smart service robotic
products to process voice and complete tasks that involve the interaction with voices of users.
Meanwhile, leveraging the technical knowledge gained in our R&D process, we are able to and have
expanded our offerings to a diversity of other smart service robotic products, devices and services
to end-users for use scenarios in different sectors in response to market conditions. For example,
in 2017, we started offering education smart robotic products and services by providing interactive,
programmable and/or codable smart robotic products in default scenarios, and further developed to
offer comprehensive products and services offerings comprising AI education software (such as
uCod e — a graphical block-based visual programming tool for students aged 7 to 14 years old; and
uPytho n — a programming tool for Python robot beginners) and teaching materials, curriculum
design and other ancillary services. Since 2020, we further offered logistics smart robotic products
and services such as logistics smart robots capable of accurate goods transportation and automated
storage and retrieval system, in light of, among other factors, the rising demand for new energy
vehicles, the transformation of manufacturing industry in China and increasing labor cost, which
allowed us to apply our technologies for warehousing logistics and delivery purposes.
SUMMARY AND HIGHLIGHTS
–2–


--- page 12 ---
Our smart service robotic products and services. We have commercialized and rolled out a wide
range of smart service robotic products and services in a range of enterprise-level and
consumer-level use scenarios across various sectors in response to market trend throughout the
years. The table below sets forth the key milestone of our products and services:
Y ear Key milestone
2016 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We launched our consumer-level robots and other hardware devices.
2017 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We launched our (i) education smart robotic and (ii) general service
smart robotic products and services.
Late 2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We launched our logistics smart robotic products and services.
Second half of 2022 /H1100/H1100/H1100/H1100We launched our wellness and elderly care smart robotic products
and services.
Our smart service robotic products and services form a broad range of offerings and are offered to
enterprise-level and consumer-level customers.
For our enterprise-level smart service robotic products and services, we focus on offering
technology-driven, industry-tailored offerings that deliver measurable business results for our
customers. For our consumer-level robots and other hardware devices, we focus on consumer
trends, customer needs and value-for-money. The diagram below sets forth our major robotic
products and services offered during the Track Record Period:
Other hardware devices
Vacuum cleaner
㏔➁㪰⚹Ἃ
Cat litter-box
峤䡓㪰
Education
     smart robotic
     products and services
Yanshee
uKIT & JIMU
ₔ⹼
㑾⽋㪰⚹Ἃ␛㖪儃䪞㝹
Yan
Alpha Mini
ヰ䫋
E


Mini
Life-sized
Small-sized
Kit-based
education
series
Consumer
          service robots
          series
䪞㝹䵌≨
JIMU
Other sector-tailored
          smart robotic
          products and services
AMR series
刻Ẍ䩌⌦㪰⚹Ἃ䵌≨
Elderly Companions
⼈楛梯㪰⚹Ἃ
Smart robotic products, software
and  services tailored for the
logistics, wellness, elderly care,
security, anti-pandemic, commercial
services and other industries
Robotic home appliances
primarily designed for use in
household settings and smart
living initiatives
Small-sized robots primarily
designed for family education,
domestic entertainment and
child development
Functional
Functional
Modular
Enterprise-level
Consumer-level
Σ 
π 
θ 
n√a 
Cruzr
↜毀㿵
Functional
Walker
Functional
Smart robotic hardware, software and
RaaS services tailored for the  education
sector, together with AI curriculum
textbooks, robotic teaching kits, multimedia
equipment, programming software, and
other related hardware suitable for STEAM
education in primary and secondary
schools and tertiary institutions
SUMMARY AND HIGHLIGHTS
–3–


--- page 13 ---
The chart below shows our revenue, average selling price and sales volume during the Track Record Period by our robotic products and services segments
as well as by our major products and services lines:—
FY2020 FY2021 FY2022 6M2022 6M2023
Revenue ASP
Sales
volume (1) Revenue ASP
Sales
volume (1) Revenue ASP
Sales
volume (1) Revenue (unaudited) ASP
Sales
volume (1) Revenue ASP
Sales
volume (1)
RMB’000 %
(RMB/
unit) (Unit’000) RMB’000 %
(RMB/
unit) (Unit’000) RMB’000 %
(RMB/
unit) (Unit’000) RMB’000 %
(RMB/
unit) (Unit’000) RMB’000 %
(RMB/
unit) (Unit’000)
Enterprise-level smart service
robotic products and
services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100663,537 89.6 N/A N/A 742,874 90.9 N/A N/A 862,543 85.5 N/A N/A 228,392 80.6 N/A N/A 174,715 66.9 N/A N/A
Education smart robotic
products and services /H1100/H1100/H1100/H1100612,249 82.7 N/A N/A 461,843 56.5 N/A N/A 516,688 51.2 N/A N/A 177,984 62.8 N/A N/A 75,668 29.0 N/A N/A
 Education hardware
products and services,
and software /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100403,702 54.5 3,150 128 254,654 31.2 3,740 68 279,874 27.8 4,702 60 100,601 35.5 4,646 22 16,504 6.3 1,312 13
 Others
(2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100103,583 14.0 N/A N/A 95,752 11.7 N/A N/A 139,320 13.8 N/A N/A 26,308 9.3 N/A N/A 22,895 8.8 N/A N/A
 Ancillary services (3) /H1100/H1100104,964 14.2 N/A N/A 111,437 13.6 N/A N/A 97,494 9.7 N/A N/A 51,076 18.0 N/A N/A 36,269 13.9 N/A N/A
Logistics smart robotic
products and
services
(4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,690 1.7 N/A N/A 190,786 23.3 N/A N/A 263,437 26.1 N/A N/A 41,129 14.5 N/A N/A 76,801 29.4 N/A N/A
Other sector-tailored smart
robotic products and
services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110038,598 5.2 N/A N/A 90,245 11.0 N/A N/A 82,418 8.2 N/A N/A 9,279 3.3 N/A N/A 22,246 8.5 N/A N/A
 General service smart
robotic products and
services
(5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110036,297 4.9 86,422 0.4 77,440 9.5 135,385 0.6 30,569 3.0 29,224 1 9,021 3.2 114,186 0.1 15,003 5.7 60,497 0.2
 Walker series and
others (6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,301 0.3 N/A N/A 12,805 1.6 N/A N/A 51,849 5.1 N/A N/A 258 0.1 N/A N/A 7,243 2.8 N/A N/A
SUMMARY AND HIGHLIGHTS
–4–


--- page 14 ---
FY2020 FY2021 FY2022 6M2022 6M2023
Revenue ASP
Sales
volume (1) Revenue ASP
Sales
volume (1) Revenue ASP
Sales
volume (1) Revenue (unaudited) ASP
Sales
volume (1) Revenue ASP
Sales
volume (1)
RMB’000 %
(RMB/
unit) (Unit’000) RMB’000 %
(RMB/
unit) (Unit’000) RMB’000 %
(RMB/
unit) (Unit’000) RMB’000 %
(RMB/
unit) (Unit’000) RMB’000 %
(RMB/
unit) (Unit’000)
Consumer-level robots and
other hardware devices /H1100/H1100/H1100/H110062,016 8.4 N/A N/A 67,795 8.3 N/A N/A 132,448 13.1 N/A N/A 46,765 16.5 N/A N/A 85,028 32.6 N/A N/A
 Consumer-level robots
and other hardware
devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110059,372 8.0 940 63 65,575 8.0 664 99 131,900 13.1 639 206 45,847 16.2 639 72 83,185 31.9 658 126
 Others
(7) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,644 0.4 N/A N/A 2,220 0.3 N/A N/A 548 0.1 N/A N/A 918 0.3 N/A N/A 1,843 0.7 N/A N/A
Others (8) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,673 2.0 N/A N/A 6,561 0.8 N/A N/A 13,281 1.3 N/A N/A 8,366 3.0 N/A N/A 1,396 0.5 N/A N/A
TOTAL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100740,226 100.0 N/A 191 817,230 100.0 N/A 167 1,008,272 100.0 N/A 267 283,523 100.0 N/A 94 261,139 100.0 N/A 139
SUMMARY AND HIGHLIGHTS
–5–


--- page 15 ---
Notes:
(1) The sales volume by products and services segments constitute the sales volume of the core robotic products for each
of our respective segments and disregards the sales volume of other accessories and ancillary products and/or
services. See “Financial Information — Description of Selected Items in Consolidated Income Statements —
Revenue” for details on our sales volume by products and services segments during the Track Record Period.
(2) “Others” under our education smart robotic products and services segment mainly represented the sales of other
accessories and purchased items, including but not limited to (i) teaching and learning resources such as textbooks,
teachers’ manuals and training modules; (ii) add-on components to our education smart robotic products to enhance
their functionalities and performance; (iii) expansion packs containing extra content and scenarios which improve
user experience; and (iv) ancillary hardware such as customized programming notebooks and compliers. These
products are intended to enrich and diversify the use scenarios of our education smart robotic products. We generally
sell them in conjunction with our education hardware products, services and software to schools and educational
institutions which wish to provide a more comprehensive curriculum and teaching environment for their teachers and
students. Please refer to the section headed “Business — Our Products and Services — At Enterprise level —
Education Smart Robotic Products and Services” of this prospectus for further details of the products. Average selling
price is not meaningful as product types and specification vary significantly within this category. In FY2022, it
included sales of a tailor-made products and services for simulating production line for vocational education purpose,
of RMB27.0 million, to Customer F.
(3) “Ancillary services” of our education smart robotic products and services segment mainly included (i) providing
professional team support for teacher training and operation and utilization of our products and services; and (ii)
designing project services, themed activities and competitions. We generally sell them in conjunction with our
education hardware products, services and software to schools and educational institutions which wish to further
customize our products and services to suit their educational objectives and/or provide training for teachers on how
to use our products and services as well as to help develop their proficiency in A.I. education. Please refer to the
section headed “Business — Our Products and Services — At Enterprise level — Education Smart Robotic Products
and Services” of this prospectus for further details of such ancillary services.
(4) Revenue derived from logistics smart robotic products and services are presented in terms of number of projects and
average revenue per project and therefore there is no corresponding sales volume and average selling price. See
“Financial Information – Description of Selected Items in Consolidated Income Statements – Revenue – By products
and services – (ii) Logistics smart robotic products and services” for details.
(5) The average selling price of general service smart robotic products and services increased from RMB86,420 per unit
in FY2020 to RMB135,390 per unit in FY2021 primarily due to the introduction of ADIBOT, anti-pandemic model
of AIMBOT and anti-pandemic model of Cruzr with additional functionalities, including body temperature
measurement and QR code scanning and disinfection, which entailed a relatively higher selling price. The aggregate
sales volume of these products accounted for 52.3% of our total sales volume of general service smart robotic
products and services in FY2021.
The average selling price of general service smart robotic products and services then decreased to RMB29,220 per
unit in FY2022 due to the change of revenue mix where more than 70% of our sales volume of general service smart
robotic products and services in FY2022 was contributed by sales of first edition of Cruzr robots (compared to less
than 10% of our sales volume of general service smart robotic products and services in FY2021), which entailed a
relatively lower average selling price of RMB8,060 per unit in FY2022 as our Group adjusted the selling price of
these products downward to boost their sales in order to deal with the slow-moving inventory.
The average selling price of general service smart robotic products and services decreased from RMB114,190 per unit
in 6M2022 to RMB60,500 per unit in 6M2023, primarily due to the decrease in average selling price of ADIBOT from
RMB97,040 per unit in 6M2022 to RMB27,850 per unit in 6M2023 because we implemented price reductions on
these products to clear out our existing inventories in our U.S. subsidiary to facilitate the transition of our overseas
sales channel to direct distributors and the increase in sales volume of our ADIBOT as a percentage to our total sales
volume of general service smart robotic products and services from 41.8% in 6M2022 to 77.8% in 6M2023. See
“Financial Information — Description of Selected Items in Consolidated Income Statements — Revenue — By
products and services — (iii) Other sector-tailored smart robotic products and services” for details on the reasons for
the price reductions on the ADIBOT series in relation to our U.S. subsidiary. The decrease in average selling price
was partially offset by the sales of seven units of our new wellness and elderly care smart robotic products and
services, such as walking assistance smart robot, wheelchair smart robot and companion smart robot which were of
higher average selling price. Their aggregate revenue accounted for 44.0% of the total revenue of general service
smart robotic products and services in 6M2023.
(6) Walker series and others mainly represented the sales of Walker series and accessories. Average selling price is not
meaningful as product types and specification vary significantly within this category. The pricing of the Walker series
and others was mainly susceptible to the request from our customers, complexity of the products, duration of
production, etc. as they are not standardized products.
(7) “Others” under our consumer-level robots and other hardware devices segment mainly represented the sales of
accessories and purchased parts. Average selling price is not meaningful as product types and specification vary
significantly within this category.
(8) “Others” primarily included sales of raw materials and spare parts during the Track Record Period and sales of certain
customized products (mainly being customized notebook and other accessories) in FY2020.
SUMMARY AND HIGHLIGHTS
–6–


--- page 16 ---
Our revenue decreased by RMB22.4 million, representing a decrease of 7.9%, from RMB283.5
million for 6M2022 to RMB261.1 million for 6M2023. The decrease was primarily due to the
decrease in revenue from education smart robotic products and services of RMB102.3 million
resulting from a large sales order to a customer in Shaoyang of RMB66.8 million for promoting the
use of STEAM products in schools in Shaoyang, represented total of 12,010 units, which did not
recur in 6M2023. The decrease was partially offset by the increase in revenue from (i)
consumer-level robots and other hardware devices of RMB38.3 million from increase in sales of
AiRROBO vacuum cleaner, humidifiers and AiRROBO cat litter box; and (ii) logistics smart
robotic products and services of RMB35.7 million resulting from the increase in revenue-generating
projects from nine in 6M2022 to 24 in 6M2023.
See “Financial Information — Description of Selected Items in Consolidated Income Statements”
for details on our average selling price, sales volume and gross profit margin during the Track
Record Period.
During the Track Record Period, our sales of education and logistics smart robotic products and
services were the major contribution to our revenue, accounting for 84.4%, 79.8%, 77.3% and
58.4% of our total revenue for FY2020, FY2021, FY2022 and 6M2023, respectively. In contrast,
sales of our Walker series and accessories, which fall under our other sector-tailored smart robotic
products and services segment, only accounted for 0.1%, 1.1%, 4.8% and 0.9% of our total revenue
for the same periods, respectively. Although we expect the revenue contribution of our Walker
series to increase, in the short term, the contribution of education and logistics smart robotic
products and services may continue to be significant.
Our total revenue is subject to seasonal fluctuations and our sales generally peaked in the fourth
quarter, which is mainly attributable to most of our revenue being contributed by our customers of
enterprise-level smart service robotic products and services (i.e. over 85% of our total revenue for
FY2020, FY2021 and FY2022) that generally have a financial year ending on December 31 of the
calendar year. On the other hand, our sales of consumer-level robots and other hardware devices are
generally more stable than enterprise-level smart service robotic products and services throughout
the financial year and we recorded a continuous increase in revenue from RMB62.0 million in
FY2020 to RMB132.4 million in FY2022 and from RMB46.8 million in 6M2022 to RMB85.0
million in 6M2023, primarily due to our continuous launch of new products such as our AiRROBO
vacuum cleaner in FY2021 and AiRROBO cat litter box in FY2022. As a result, our revenue
contribution of enterprise-level smart service robotic products and services decreased from over
85% in each of FY2020, FY2021, FY2022 to approximately 67% in 6M2023 whereas our revenue
contribution of consumer-level robots and other hardware devices increased from less than 15% in
each of FY2020, FY2021 and FY2022 to approximately 33% in 6M2023 mainly due to, in addition
to the aforementioned seasonal fluctuations of our total revenue throughout a financial year,
increase in sales of AiRROBO vacuum cleaner and AiRROBO cat litter box.
Market opportunities and our growth. According to Frost & Sullivan, although the penetration rate
of smart service robotic products and services in the smart service robotic products and services
industry in the PRC remained low in recent years, the market size of the global and PRC smart
service robotic products and services market is estimated to grow from US$23.5 billion to US$62.8
billion at a CAGR of 17.8% between 2022 and 2028 and from RMB51.6 billion to RMB183.2
billion at a CAGR of 23.5% between 2022 and 2028, respectively.
We believe that our technological capabilities can be applied to various scenarios while driven by
market conditions and government policy support. See “Business — Business Overview” for details
on the market opportunities and our growth in relation to each of our business segments.
R&D technological capabilities. At the heart of our offering is our R&D capabilities and
breakthroughs in relation to our core technologies and smart service robotic products and services.
Our in-house R&D team, established since 2012 and comprising over 700 employees as of June 30,
2023, is headed by doctoral-degree holders with expertise in robotic and AI-related areas and
SUMMARY AND HIGHLIGHTS
–7–


--- page 17 ---
supported by a number of in-house scientists, engineers and other employees who have obtained at
least undergraduate robotic and/or AI-related degrees. We have self-developed a full stack of
modularized robotic and AI technologies that are consumer grade and mass market level which
serve as building blocks for adaptation and application in a range of enterprise-level and
consumer-level scenarios. During the Track Record Period, we incurred R&D expenses of
RMB428.8 million, RMB517.1 million, RMB428.3 million and RMB224.3 million in FY2020,
FY2021, FY2022 and 6M2023, respectively, which accounted for 57.9%, 63.3%, 42.5% and 85.9%
of our total revenue for the corresponding years/periods. Set out below is a summary of our core
technologies as applied on Walker, our biped life-sized humanoid robot:
9KX\U GIZ[GZUXY PUOTZY
8UHUZOI ZKINTURUMOKY
)USV[ZKX \OYOUT
<UOIK OTZKXGIZOUT
'/ ZKINTURUMOKY
2GXMK ZUXW[K YKX\U GIZ[GZUXY
9SGRR ZU SKJO[S ZUXW[K YKX\U GIZ[GZUXY
5HPKIZ JKZKIZOUT GRMUXOZNS
.[SGT LGIOGR XKIUMTOZOUT GRMUXOZNS
.[SGT HUJ_ XKIUMTOZOUT ZKINTURUM_
8UHUZOI SUZOUT VRGTTOTM
GTJ IUTZXUR
9VKKIN XKIUMTOZOUT GRMUXOZNS
4GZ[XGR RGTM[GMK VXUIKYYOTM
9VKKIN Y_TZNKYOY
5;8 )58+ :+).4525-/+9
9_YZKS
ZKINTURUM_
9_YZKS
ZKINTURUM_
-GOZ VRGTTOTM GTJ IUTZXUR GRMUXOZNS
9ZGHOROZ_ IUTZXUR GRMUXOZNS
,RK^OHRKIUTZXUR GRMUXOZNS
859'
3UJ[RGX 9IGRGHRK
/TZKMXGZKJXUHUZOI GTJ '/ ZKINTURUMOKY
92'3 GTJG[ZUTUSU[Y
ZKINTURUM_
<OY[GR YKX\UUVKXGZOUTGTJ
N[SGTXUHUZOTZKXGIZOUT
U
J[
RG
X
 9I
GRG
H
R
K
U
S
U
[
Y
_
<
O
Y
[
G
R
 Y
K
X
\
U
U
V
K
X
N
[
S
G
TX
U
H
U
Z
O
T
Z
With our self-developed full-stack robotic and AI technologies that are consumer grade and mass
market level we have been able to develop and commercialize a wide range of smart service robotic
products and services. During the Track Record Period, we were able to quickly adapt to customer
needs and preferences with more than 50 types of products launched and sold over 760,000 units
of robotic products.
Our full-stack technologies, backed by more than 1,800 registered robotic and AI-related patents as
of June 30, 2023 of which more than 380 are overseas patents, is a combination of robotic
technologies (robotic motion planning and control technology and servo actuators) and our AI
technologies (computer vision and voice interaction technologies), which together power a number
of integrated robotic and AI technologies (SLAM and autonomous technology, visual servo
operation and human-robot interaction), rounded out with and controlled through Robot Operating
System Application Framework (ROSA), our self-developed robotics application framework. We
believe that our technological capabilities are in particular underpinned by our core strength of and
dedication to robotic technologies. During the Track Record Period, our self-developed
technologies and patents have received two national-level awards and four provincial-level science
and technology awards from the PRC government, and one international-level award.
Most of the patents held by our Group are invention patents registered in the PRC. As advised by
our PRC Legal Adviser and pursuant to the Patent Law of the People’s Republic of China ( ʕശ
), an invention patent registered in the PRC is valid for a term of 20 years from
SUMMARY AND HIGHLIGHTS
–8–


--- page 18 ---
the date of filing of the application for the patent, an utility model patent registered in the PRC is
valid for a term of 10 years from the date of filing of the application for the patent, and a design
patent registered in the PRC is valid for a term of 15 years from the date of filing of the application
for the patent. The invention patents of our Group registered in jurisdictions outside the PRC are
generally valid for a term of 20 years from the dates of the filing of the applications for such
patents, and the design patents of our Group registered in jurisdictions outside the PRC are
generally valid for terms ranging from 15 years from the dates of publication to 25 years from the
dates of the filing of the applications for such patents.
Examples of patents held by our Group in relation to our core technologies which we consider to
be material or may be material to our business include the following: (i) in relation to servo
actuators, a patent for enhancing the accuracy in angle transmission of the servo motor, (ii) in
relation to robotic motion planning and control, a patent for enhancing the walking stability of
robots, (iii) in relation to computer vision, a patent for enhancing the robots’ ability in climbing
stairs, (iv) in relation voice interaction, a patent for enhancing the robots’ ability and efficiency in
voice recognition, (v) in relation to SLAM and autonomous technology, a patent for enhancing the
robots’ user-friendliness and intelligence during the process of navigation and (vi) in relation to
Visual servo operation and human-robot interaction, a patent for enhancing the robots’ ability in
grasping moving objects. All of the aforementioned patents are registered in the PRC.
See “Business — Intellectual Property” for details on the key patents held by our Group and their
intended usage and functions.
Our R&D focuses on core technologies for humanoid robots. We have been focusing our R&D
efforts on advancing core technologies utilized in humanoid robots. Our goal is to not only improve
the performance of our humanoid robots but also to induce a spill-over effect of R&D in relation
to technologies utilized in smart service robotic products and services for use scenarios in different
sectors as the development of biped life-sized humanoid robots involves the integration and
combination of various core technologies such as computer vision, voice interaction, servo
actuators, motion planning and control, and positioning navigation. It has always been our strategies
to dedicate resources to concurrently conduct R&D projects across various robotic and AI
technologies while primarily focusing R&D efforts on core technologies utilized in humanoid
robots, which may inevitably increase our R&D expenses.
By striking a balance between continuous investments in core technologies utilized in humanoid
robots and competing effectively in markets where customers prioritize other factors such as pricing
and comparable functions, we believe we can deliver value to our customers and drive sustainable
growth over the long term.
Customer base and sales networks. We serve a broad customer base primarily in China and also
over 50 other countries in the world. During the Track Record Period, we served over 900
enterprise-level group customers, covering (i) government educational bureaus and enterprises who
purchase our education smart robotic products and services; and (ii) enterprises which purchase our
other sector-tailored smart robotic products and services, as well as distributors who resell our
products to customers such as consumers and consumer-level general retail customers. The sales to
our top five customers in each year/period during the Track Record Period amounted to RMB492.6
million, RMB426.7 million, RMB720.9 million and RMB116.3 million, respectively, representing
66.5%, 52.2%, 71.5% and 44.5% of our total revenue for the respective years/period. The sales to
our largest customer in each year/period during the Track Record Period amounted to RMB279.7
million, RMB175.0 million, RMB276.6 million and RMB71.4 million, representing 37.8%, 21.4%,
27.4% and 27.4% of our total revenue for the respective years/period.
During the Track Record Period, our revenue generated through direct sales and our self-operated
online stores contributed to at least 80% of the total revenue in each year/period during the
Track Record Period, whereas the remaining revenue was generated through distributors.
See “Business — Sales — Our sales networks” for details.
SUMMARY AND HIGHLIGHTS
–9–


--- page 19 ---
During the Track Record Period, the majority of our revenue was generated from sales in the PRC
(constituting 92.2%, 92.2%, 87.0% and 73.3% of the total revenue for FY2020, FY2021, FY2022
and 6M2023, respectively), whereas the remaining revenue was generated from other overseas
countries which mainly included the United States and Japan. See “Business — Sales — Our sales
regions” for details.
Production and our suppliers. As of the Latest Practicable Date, we had seven production
facilities in operation. We also leverage contract manufacturers to produce certain products, mainly
including humanoid Alpha Mini and smart robotic appliances, to increase the flexibility of our
production capacity and optimize our production network. Our suppliers primarily consist of (i)
providers of raw materials and hardware for the development, assemble and production of our smart
service robotic products and services, and (ii) subcontractors in relation to services which we
consider it is more efficient to subcontract that are not within our expertise in order to reduce our
operational costs and focus on our core business (e.g. teaching support services for our education
smart robotic products and services and contract manufacturing services). The purchases from our
top five suppliers in each year/period during the Track Record Period amounted to RMB144.3
million, RMB195.0 million, RMB188.2 million and RMB105.8 million, respectively, representing
35.2%, 34.7%, 26.3% and 50.7% of our total cost of sales for the respective years/period. The
purchases from our largest supplier in each year/period during the Track Record Period amounted
to RMB73.9 million, RMB93.7 million, RMB60.5 million and RMB44.8 million, representing
18.0%, 16.7%, 8.5% and 21.5% of our total cost of sales for the respective years/period.
OUR COMPETITIVE STRENGTHS
We believe the following strengths contribute to our success and differentiate us from competitors:
 Established provider of smart service robotic products and services in the PRC;
 Self-developed full-stack technologies for smart robotics driven by our R&D efforts;
 Successful commercialization of product and services offerings grounded in core technologies
utilized in humanoid robots with multiple use scenarios;
 China-based with overseas market presence and partnerships; and
 Experienced management team supported by dedicated industry professionals.
OUR STRATEGIES
To further strengthen our market position in the smart service robotic products and services market,
whilst maximizing long-term shareholder value and customer value, we intend to implement the
following business strategies:
(i) the further advancement of our R&D capabilities to enhance our core technologies and
products and services offerings,
(ii) the enhancement of our R&D infrastructure to improve our R&D capabilities and efficiencies,
(iii) the enhancement of our brand awareness and market penetration, and
(iv) the further optimization of our management and operational efficiency.
SUMMARY AND HIGHLIGHTS
–1 0–


--- page 20 ---
USE OF PROCEEDS
Assuming (1) an Offer Price of HK$101.0 per H Share, being the mid-point of the indicative Offer
Price range of HK$86.0 to HK$116.0 per H Share, and (2) that the Over-Allotment Option is not
exercised, the net proceeds from the Global Offering are estimated to be approximately HK$1,028.9
million after deducting underwriting commission, incentive fees and other expenses payable by us
in connection with the Listing. In line with our business strategies, we intend to use our net
proceeds for the following purposes:
 approximately 47.0% of the net proceeds (approximately HK$483.3 million), will be used to
further advance our R&D capabilities to enhance our core technologies and products and
services offerings
 approximately 19.4% of the net proceeds (approximately HK$199.6 million), will be used for
partial repayment of bank loans
 approximately 7.9% of the net proceeds (approximately HK$81.7 million), will be used to
enhance our R&D infrastructure
 approximately 9.5% of the net proceeds (approximately HK$97.6 million), will be used for the
enhancement of our brand awareness and market penetration
 approximately 6.2% of the net proceeds (approximately HK$63.7 million), will be used to
further optimize our management and operational efficiency
 approximately 10.0% of the net proceeds (approximately HK$102.9 million), will be used for
working capital and other general corporate purposes
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
Our financial performance
We experienced a growth in revenue during the Track Record Period, and we recorded a revenue
of RMB740.2 million, RMB817.2 million, RMB1,008.3 million, RMB283.5 million and RMB261.1
million in FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively. Our revenue grew by
10.4% between FY2020 and FY2021 and by 23.4% between FY2021 and FY2022. Our revenue
decreased by 7.9% between 6M2022 and 6M2023. For FY2020, FY2021, FY2022, 6M2022 and
6M2023, our gross profit was RMB330.7 million, RMB256.0 million, RMB294.0 million,
RMB38.8 million and RMB52.6 million, respectively. Our gross profit decreased by 22.6% between
FY2020 and FY2021 and increased by 14.9% between FY2021 and FY2022 and increased by 35.6%
between 6M2022 and 6M2023. The fluctuation of our overall gross profit margin was mainly driven
by the mix of different revenue stream, mix of different products among each products and services
segment, as well as the fluctuation of gross profit margins among different revenue stream.
Despite our revenue growth, we recorded net loss during the Track Record Period. See “Business
Sustainability and Measures to Achieve Profitability” in this section below for details.
The following summary of consolidated income statements data, consolidated statements of
financial position data and cash flows data have been derived from our consolidated financial
statements set forth in the Accountant’s Report included in Appendix I to this document. Y ou should
read the summary historical financial information below in conjunction with our consolidated
financial statements included in “Appendix I — Accountant’s Report”. Our consolidated financial
statements have been prepared in accordance with HKFRS.
SUMMARY AND HIGHLIGHTS
–1 1–


--- page 21 ---
Summary Consolidated Income Statements
The following table sets forth a summary of our consolidated income statements during the Track
Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100740,226 817,230 1,008,272 283,523 261,139
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(409,488) (561,277) (714,227) (244,698) (208,502)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100330,738 255,953 294,045 38,825 52,637
Selling and marketing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(313,298) (357,607) (361,023) (171,563) (189,848)
General and administrative expenses /H1100/H1100/H1100/H1100(212,061) (325,899) (398,083) (162,461) (177,550)
Research and development expenses /H1100/H1100/H1100/H1100/H1100(428,766) (517,072) (428,280) (204,995) (224,337)
Net impairment losses on financial assets (40,067) (7,358) (46,386) (9,852) (8,653)
Loss for the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(706,999) (917,519) (987,368) (515,158) (547,917)
Loss is attributable to:
Owners of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(706,990) (920,180) (974,809) (509,903) (532,793)
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(9) 2,661 (12,559) (5,255) (15,124)
(706,999) (917,519) (987,368) (515,158) (547,917)
NON-HKFRS MEASURES
To supplement our consolidated financial statements, which are presented in accordance with
HKFRSs, we also use “adjusted net loss (non-HKFRS measure)” and “adjusted EBITDA
(non-HKFRS measure)” as additional financial measures. We present this financial measure because
it is used by our management to evaluate our financial performance. We also believe this
non-HKFRS measures provide additional information to investors and others in their understanding
and evaluating our results of operations in the same manner as they help our management. However,
these non-HKFRS measure do not have a standardized meaning prescribed by HKFRSs and
therefore, they may not be comparable to similar measures presented by other companies.
We define “adjusted net loss (non-HKFRS measure)” as loss for the year/period adjusted by adding
back share-based compensation (being non-cash in nature) and listing expenses (which is related to
the Global Offering) during the Track Record Period. We define “adjusted EBITDA (non-HKFRS
measure)” as “adjusted net loss (non-HKFRS measure)” adding back (i) interest expenses, (ii)
income tax expense, (iii) depreciation of property, plant and equipment, depreciation of right-of-use
assets and amortization of intangible assets, which are non-cash in nature, and (iv) deducting
interest income from it.
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Reconciliation of net loss and “adjusted net loss
(non-HKFRS measure)” and “adjusted
EBITDA (non-HKFRS measure)”
Net loss for the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(706,999) (917,519) (987,368) (515,158) (547,917)
Add:
Share-based compensation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064,490 156,396 204,387 114,916 179,466
Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 944 — 1,549
SUMMARY AND HIGHLIGHTS
–1 2–


--- page 22 ---
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Adjusted net loss for the year/period
(Non-HKFRS measure) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(642,509) (761,123) (782,037) (400,242) (366,902)
Add:
Interest expenses
(Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054,414 32,222 24,435 15,438 8,823
— Interest expenses on lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,969 4,245 3,185 1,580 1,405
— Interest expenses on borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,853 29,811 38,688 21,894 25,311
— Interest expenses on advances from ultimate
controlling shareholder /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 9 2————
— Interest expenses capitalised /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (1,834) (17,438) (8,036) (17,893)
Income tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,504 16,558 16,509 420 292
Depreciation of right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,055 41,355 36,693 20,505 18,452
Depreciation of property, plant and equipment /H1100/H110046,183 54,754 51,018 26,534 22,136
Amortization of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,886 3,596 2,332 790 2,334
Less:
Finance income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,715 12,703 3,628 2,525 3,369
Adjusted EBITDA (Non-HKFRS measure) /H1100/H1100/H1100(490,182) (625,341) (654,678) (339,080) (318,234)
Note: Interest expenses included interest expenses on borrowings net of amount capitalised, lease liabilities and advances
from ultimate controlling shareholder.
Our “adjusted EBITDA (non-HKFRS measure)” increased from negative RMB490.2 million in
FY2020 to negative RMB625.3 million in FY2021 primarily due to the decrease in gross profit from
education smart robotic products and services and consumer-level robots and other hardware
devices. Our “adjusted EBITDA (non-HKFRS measures)” increased from negative RMB625.3
million in FY2021 to negative RMB654.7 million in FY2022, which was consistent with the
increased net loss in FY2022. Our “adjusted EBITDA (non-HKFRS measures)” decreased from
negative RMB339.1 million in 6M2022 to negative RMB318.2 million in 6M2023, primarily due
to the increased gross profit resulting from improved gross profit margin for most products and
services segment and decreased net write-down of inventories in 6M2023 and increased share-based
compensation in 6M2023. For details of the write-down of inventories, see “Financial Information
— Description of Selected Items in Consolidated Income Statements — Cost of Sales” in this
prospectus.
Revenue
During the Track Record Period, we generate revenue primarily from sales of (i) education smart
robotic products and services, (ii) logistics smart robotic products and services, (iii) other
sector–tailored smart robotic products and services, and (iv) consumer-level robots and other
hardware devices. See “Financial Information — Review of Historical Results of Operation —
Summary of historical financial information during the Track Record Period — Revenue” for details
on our revenue throughout the Track Record Period.
SUMMARY AND HIGHLIGHTS
–1 3–


--- page 23 ---
Gross profit and gross profit margin
The following table sets forth our gross profit and gross profit margin by our robotic products and services segments as well as our major product and se rvice
lines during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Gross
profit
/(loss)
Gross
profit
/(loss)
margin
Gross
profit
/(loss)
Gross
profit
/(loss)
margin
Gross
profit
/(loss)
Gross
profit
/(loss)
margin
Gross
profit
/(loss)
Gross
profit
/(loss)
margin
Gross
profit
/(loss)
Gross
profit
/(loss)
margin
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(unaudited)
Enterprise-level smart service robotic products and services /H1100/H1100/H1100329,470 49.7 274,329 36.9 365,961 42.4 88,347 38.7 44,321 25.4
Education smart robotic products and services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100309,865 50.6 207,045 44.8 290,079 56.1 87,125 49.0 (1) 26,632 35.2 (1)
 Education hardware products and services, and software /H1100/H1100/H1100/H1100/H1100266,293 66.0 158,254 62.1 177,601 63.5 62,697 62.3 (1,094) (6.6)
 Others (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,067 12.6 26,703 27.9 70,797 50.8 10,038 38.2 4,537 19.8
 Ancillary services (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,505 29.1 22,088 19.8 41,681 42.8 14,390 28.2 23,189 63.9
Logistics smart robotic products and services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,885 14.9 26,919 14.1 20,843 7.9 4,461 10.8 9,547 12.4
Other sector-tailored smart robotic products and services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,720 45.9 40,365 44.7 55,039 66.8 (3,239) (34.9) 8,142 36.6
 General service smart robotic products and services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,575 48.4 35,857 46.3 15,427 50.5 12 0.1 4,433 29.5
 Walker series and others (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100145 6.3 4,508 35.2 39,612 76.4 (3,251) (1,260.1) 3,709 51.2
Consumer-level robots and other hardware devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,164 30.9 (17,869) (26.4) (2,955) (2.2) (12,596) (26.9) 13,871 16.3
 Consumer-level robots and other hardware devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,176 30.6 (14,399) (22.0) (1,076) (0.8) (12,942) (28.2) 12,688 15.3
 Others (5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100988 37.4 (3,470) (156.3) (1,879) (343.4) 346 37.7 1,183 64.2
Others (6) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,316) (36.2) 696 10.6 1,657 12.5 1,936 23.1 (3,556) (254.7)
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100343,318 46.4 257,156 31.5 364,663 36.2 77,687 27.4 54,636 20.9
Net write-down of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(12,580) – (1,203) – (70,618) – (38,862) – (1,999) –
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100330,738 44.7 255,953 31.3 294,045 29.2 38,825 13.7 52,637 20.2
SUMMARY AND HIGHLIGHTS
–1 4–


--- page 24 ---
Notes:
(1) Our gross profit margin from sales of education smart robotic products and services decreased from 49.0% in 6M2022
to 35.2% in 6M2023 primarily due to (i) the decrease in gross profit margin of education hardware products and
services, and software from gross profit margin of 62.3% in 6M2022 to a gross loss margin of 6.6% in 6M2023; and
(ii) decrease in gross profit margin from others in 6M2023 primarily due to the decrease in revenue from sales of
accessories for Alpha Mini (education) and uKit and Jimu (education) which had a relatively higher gross profit
margin of over 50% in 6M2022. Our gross profit margin of education hardware products and services, and software
decreased from 6M2022 to 6M2023 primarily due to (a) the decrease in average selling price of our uKit and Jimu
(education) Series because we implemented price reductions on these products to clear out our existing inventories
in our U.S. subsidiary to facilitate the transition of our overseas sales channel to direct distributors, which had a
significant impact on the gross profit margin of our education smart robotic products and services segment, as the
majority of the large contract value of education smart robotic products and services projects for FY2023 was secured
after June 30, 2023 which has resulted in a relatively low revenue base of our education smart robotic products and
services segment in 6M2023. However, we believe that the gross loss margin of our education hardware products and
services, and software in 6M2023 will be turned around to a gross profit margin due to the one-off nature of such price
reductions and the average selling price of education smart robotic products and services projects with large contract
value that we have secured after June 30, 2023 is not affected by such price reductions; and (b) the relatively high
gross profit margin attained from a large sales order to a customer in Shaoyang in 6M2022 for promoting STEAM
products to schools in Shaoyang, including uKit and Jimu (education) Series, humanoid Y anshee and humanoid Alpha
Mini (education) which did not recur in 6M2023. For details, see “Financial Information — Description of Selected
Items in Consolidated Income Statements — Gross profit and gross profit margin — (i) Education smart robotic
products and services” of this prospectus for further details.
(2) “Others” under our education smart robotic products and services segment mainly represented the sales of other
accessories and purchased items, including but not limited to (i) teaching and learning resources such as textbooks,
teachers’ manuals and training modules; (ii) add-on components to our education smart robotic products to enhance
their functionalities and performance; (iii) expansion packs containing extra content and scenarios which improve
user experience; and (iv) ancillary hardware such as customized programming notebooks and compliers. Please refer
to the section headed “Business — Our Products and Services — At Enterprise level — Education Smart Robotic
Products and Services” of this prospectus for further details of the products.
(3) “Ancillary services” of our education smart robotic products and services segment mainly included (i) providing
professional team support for teacher training and operation and utilization of our products and services; and (ii)
designing project services, themed activities and competitions. Please refer to the section headed “Business — Our
Products and Services — At Enterprise level — Education Smart Robotic Products and Services” of this prospectus
for further details of such ancillary services.
(4) Walker series and others mainly represented the sales of Walker series and accessories.
(5) “Others” under our consumer-level robots and other hardware devices segment mainly represented the sales of
accessories and purchased parts.
(6) “Others” primarily included sales of raw materials and spare parts during the Track Record Period and sales of certain
customized products (mainly being customized notebook and other accessories) in FY2020. The gross loss attained
in FY2020 was primarily due to sales of certain customized products at loss, which are no longer used by us. The
gross loss incurred from others in 6M2023 was primarily due to the scrap of certain raw materials in 6M2023.
See “Financial Information — Review of Historical Results of Operation — Summary of historical
financial information during the Track Record Period — Gross profit and gross profit margin” for
details on our gross profit and gross profit margin throughout the Track Record Period.
Operating loss, adjusted net losses (Non-HKFRS measure) and net loss
In FY2020, FY2021, FY2022, 6M2022 and 6M2023, we had operating loss of RMB595.6 million,
RMB882.5 million, RMB953.3 million, RMB503.3 million and RMB542.2 million, respectively.
The operating loss was generally due to our (i) share-based compensation of RMB64.5 million,
RMB156.4 million, RMB204.4 million, RMB114.9 million and RMB179.5 million, in FY2020,
FY2021, FY2022, 6M2022 and 6M2023, respectively; and (ii) one-off share-based payments to
facilitate acquisition of a subsidiary of RMB92.0 million in FY2022. Our adjusted net losses
(Non-HKFRS measure) was primarily due to the research and development expenses for developing
new products to capture market shares, selling and marketing expenses for promoting our brands
and products and general and administrative expenses for supporting our operations. See “Financial
Information — Review of Historical Results of Operation — Summary of historical financial
information during the Track Record Period — Operating loss, adjusted net losses (Non-HKFRS
measure) and net loss” for details on our operating loss, adjusted net losses (Non-HKFRS measure)
and net loss throughout the Track Record Period.
SUMMARY AND HIGHLIGHTS
–1 5–


--- page 25 ---
Summary of Consolidated Statements of Financial Position
The following table sets forth a summary of our consolidated statements of financial position as of
the dates indicated:
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100882,436 1,076,810 1,402,843 1,612,702
Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,557,743 1,590,435 1,385,159 2,006,137
Total assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,440,179 2,667,245 2,788,002 3,618,839
Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100140,083 233,523 369,583 565,298
Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,275,860 1,673,724 1,364,495 1,449,103
Total liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,415,943 1,907,247 1,734,078 2,014,401
Net current assets/(liabilities) /H1100/H1100/H1100/H1100281,883 (83,289) 20,664 557,034
Net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,024,236 759,998 1,053,924 1,604,438
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,891 7,552 92,645 141,434
See “Financial Information — Liquidity and Capital Resources — Net Current Assets/(Liabilities)”
for details on our net current assets/(liabilities) throughout the Track Record Period.
Our net assets decreased from RMB1,024.2 million as of December 31, 2020 to RMB760.0 million
as of December 31, 2021, primarily due to loss for the year of RMB917.5 million in FY2021,
partially offset by the issuance of ordinary shares of RMB500.0 million. Our net assets increased
to RMB1,053.9 million as of December 31, 2022, primarily due to (i) the issuance of ordinary
shares of RMB861.3 million; (ii) the equity incentive schemes – value of services of RMB204.4
million; and (iii) the acquisition of Shanghai UBJ of RMB118.9 million, including issuance of
ordinary shares in connection with the acquisition of Shanghai UBJ of RMB92.0 million and change
of non-controlling interest of RMB26.9 million. The increase was partially offset by the loss for the
year of RMB987.4 million in FY2022.
Our net assets then increased to RMB1,604.4 million as of June 30, 2023, primarily due to the (i)
equity incentive schemes – value of services of RMB179.5 million; and (ii) issuance of ordinary
shares of RMB820.0 million. The increase was partially offset by the loss for the period of
RMB547.9 million in 6M2023.
SUMMARY AND HIGHLIGHTS
–1 6–


--- page 26 ---
Summary Consolidated Statements of Cash Flows
The following table sets forth a summary of our consolidated statements of cash flows during the
Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Net cash flows used in operating activities /H1100/H1100/H1100(602,647) (680,696) (543,488) (115,114) (526,548)
Net cash flows used in investing activities /H1100/H1100/H1100/H1100(189,392) (227,062) (389,526) (106,565) (218,769)
Net cash flows generated from financing
activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,028,326 560,470 802,797 697,393 1,218,281
Net increase/(decrease) in cash and cash
equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100236,287 (347,288) (130,217) 475,714 472,964
Cash and cash equivalents at beginning of
year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100388,839 621,754 273,103 273,103 145,398
Effect of foreign exchange rate changes, net /H1100/H1100(3,372) (1,363) 2,512 1,159 786
Cash and cash equivalents at end of
year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100621,754 273,103 145,398 749,976 619,148
See “Financial Information — Liquidity and Capital Resources — Cash Flows — Operating
activities” and “Financial Information — Liquidity and Capital Resources — Cash Flows —
Investing activities” for details on our net cash used in operating and investing activities,
respectively, throughout the Track Record Period.
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios as of each of the dates indicated:
As of or for the year ended December 31,
As of or for the six
months ended June 30,
2020 2021 2022 2023
Gross profit margin (1) (%) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044.7 31.3 29.2 20.2
Current ratio (2) (times) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.2 1.0 1.0 1.4
Quick ratio (3) (times) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.9 0.7 0.8 1.1
Gearing ratio (4) (%) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065.8 111.2 65.4 62.4
Notes:
(1) Calculated by dividing gross profit by revenue for the year/period multiplied by 100%. See “Financial Information
— Review of Historical Results of Operation” for more details on our gross profit margins.
(2) Calculated by dividing total current assets by total current liabilities as of the end of the year/period.
(3) Calculated by dividing total current assets minus inventory by total current liabilities as of the end of the year/period.
(4) Calculated by dividing total interest-bearing borrowings and lease liabilities divided by total equity as of the end of
the year/period multiplied by 100%.
SUMMARY AND HIGHLIGHTS
–1 7–


--- page 27 ---
BUSINESS SUSTAINABILITY AND MEASURES TO ACHIEVE PROFITABILITY
FY2020 FY2021 FY2022 6M2022 6M2023
(Unaudited)
Revenue (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100740,226 817,230 1,008,272 283,523 261,139
Gross profit margin (%)(1) /H1100/H110044.7 31.3 29.2 13.7 20.2
Net margin (%)(2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(95.5) (112.3) (97.9) (181.7) (209.8)
Notes:
(1) Gross profit margin equals to gross profit for the year/period divided by revenue for the year/period and multiplied
by 100%.
(2) Net margin equals net loss for the year/period divided by revenue for the year/period and multiplied by 100%.
Revenue growth, net-loss and operating net cash outflow
Despite we recorded a growth in revenue, we experienced net-loss during the Track Record Period.
Furthermore, we experienced net cash outflows from operating activities mainly including R&D
expenses, selling and marketing expenses, general and administrative expenses to develop and
promote our new products and services.
Measures to achieve profitability
In order to strengthen our position in the smart service robotic products and services market and
achieve profitability, we intend to enhance our financial performance by (i) continuously growing
our revenue and business scale through (a) enhancing the selection and market presence of our
smart service robotic products and services offerings, (b) commercializing our products and
services for application in new use scenarios of different sectors, (c) expanding our sales network
and market penetration; and (ii) effectively managing our cost and expenses. Despite our continued
efforts to increase our business scale, create value for our customers and end-users and effectively
manage our cost and expenses, we may continue to incur net losses in the near future including the
financial year ending December 31, 2023, primarily due to our substantial expenditures in relation
to our R&D expenses, selling and marketing expenses and general administrative expenses. See
“Business — Business Sustainability and Measures to Achieve Profitability” for details.
OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, Mr. Zhou Jian, Shenzhen Sanciyuan, Mr. Xia Zuoquan, Mr. Xia
Y ongjun, Ms. Wang Lin, Shenzhen Evolution, Mr. Xiong Y oujun, Shenzhen Zhineng Y ouxuan and
Mr. Zhao Guoqun (collectively, the “ Concert Parties ”) together held approximately 52.59%
(approximately 25.48%, 3.58%, 5.63%, 2.72%, 2.02%, 9.74%, 2.04%, 0.79% and 0.61%
respectively) of the issued share capital of our Company. Mr. Zhou Jian, through his role as the
general partner of Shenzhen Sanciyuan, indirectly controls approximately 3.58% of the issued share
capital of our Company. Ms. Wang Lin, through her role as the general partner of Shenzhen
Evolution, indirectly controls approximately 9.74% of the issued share capital of our Company.
Furthermore, each of Mr. Zhao Guoqun, Mr. Xia Y ongjun, Ms. Wang Lin, Mr. Xiong Y oujun, Mr.
Xia Zuoquan and Shenzhen Zhineng Y ouxuan has entered into concert party agreements with Mr.
Zhou Jian. Immediately following the completion of the Global Offering (assuming the Over-
allotment Option is not exercised), the Concert Parties will be a group of Controlling Shareholders
of our Company. See “Relationship with our Controlling Shareholders” for details of our
Controlling Shareholders.
Immediately following the completion of the Global Offering (assuming the Over-Allotment Option
is not exercised), Mr. Zhou Jian, Shenzhen Sanciyuan, Mr. Xia Zuoquan, Mr. Xia Y ongjun, Ms.
Wang Lin, Shenzhen Evolution, Mr. Xiong Y oujun, Shenzhen Zhineng Y ouxuan and Mr. Zhao
Guoqun will together hold approximately 51.17% (approximately 24.79%, 3.48%, 5.48%, 2.64%,
1.96%, 9.48%, 1.98%, 0.77% and 0.59% respectively) of the issued share capital of our Company.
SUMMARY AND HIGHLIGHTS
–1 8–


--- page 28 ---
PRE-IPO INVESTMENTS
Our Company has entered into several rounds of Pre-IPO financing agreements with our Pre-IPO
Investors since 2013 (including but not limited to QM25 Limited, Shanghai Ding Hui Jia Ling
Investment Center Limited Partnership* ( ɪऎཻฯྗᵌҳ༟ʕː(Υྫ)), Tencent Technology
(Shenzhen) Co., Ltd.* (Ҧ(ଉέ)ʮ̡) and ICBC (Shenzhen) Equity Investment Fund
Limited Partnership* ( ʈვ(ଉέ)ΥྫΆุ(Υྫ))) with the aggregate fund
raising amount of approximately RMB5.61 billion up to the Latest Practicable Date. See “History,
Development and Corporate Structure — Pre-IPO Investments” for further details of the identity
and background of the Pre-IPO Investors.
RISK FACTORS
There are certain risks relating to our business operations. These can be categorized into (i) risks
relating to our industry; (ii) risks relating to our business; (iii) risks relating to conducting business
in the PRC; (iv) risks relating to International Sanctions; and (v) risks relating to the Global
Offering and our Shares. See “Risk Factors” for details.
— There are uncertainties in the future market demand of smart service robotic products and
services and we cannot assure that we will continue to generate the same level of revenue and
that our business will continue to grow.
— Developments in alternative technologies and products may adversely affect the demand for
smart service robotic products and services.
— The growth of robotic and AI technologies commercialization or the usage of AI technologies
in the smart service robotic products and services industry may not meet expectation, and our
business, growth and prospects may be significantly affected as a result.
— The standards of and applications for robotic and AI technologies are constantly evolving. Any
inappropriate use or flaws of such technologies, whether actual or perceived, intended or
inadvertent, or committed by us or by other third parties, could have negative impact on our
business and the public’s acceptance of smart service robotic products or services.
— The smart service robotic products and services industry is becoming increasingly
competitive. If we fail to compete successfully, our business, financial condition and results
of operations may be materially and adversely affected.
NON-COMPLIANCE MATTERS
During the Track Record Period, we were involved in certain non-compliance incidents. See
“Business — Non-Compliance Matters” for details of our non-compliance incidents.
SUMMARY AND HIGHLIGHTS
–1 9–


--- page 29 ---
LISTING STATISTICS (1)
Based on an
Offer Price of
HK$86.0 per
Share
Based on an
Offer Price of
HK$116.0 per
Share
Market capitalization of our Domestic Shares (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$25.8 billion HK$34.8 billion
Market capitalization of H Shares converted from
Domestic Shares (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
HK$9.2 billion HK$12.4 billion
Market capitalization of our H Shares (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$1.0 billion HK$1.3 billion
Market capitalization of our Shares (5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$35.9 billion HK$48.5 billion
Unaudited pro forma adjusted consolidated net tangible
assets attributable to owners to the Company per Share (6) /H1100
HK$5.76 HK$6.55
Notes:
(1) All statistics in this table are on the assumption that the Over-Allotment Option is not exercised.
(2) The calculation of market capitalization is based on 299,967,325 Domestic Shares expected to be in issue immediately
upon completion of the Global Offering.
(3) The calculation of market capitalization is based on 106,601,349 H Shares converted from Domestic Shares expected
to be in issue immediately upon completion of the Global Offering.
(4) The calculation of market capitalization is based on 11,282,000 H Shares expected to be in issue immediately upon
completion of the Global Offering.
(5) The calculation of market capitalization is based on 417,850,674 Shares expected to be in issue immediately upon
completion of the Global Offering.
(6) The unaudited pro forma adjusted consolidated net tangible assets per Share is arrived at after the adjustments referred
to in note (2) of Appendix II to this prospectus and on the basis that 417,850,674 Shares (representing 406,568,674
ordinary Shares as at June 30, 2023 and 11,282,000 Offer Shares to be issued upon the completion of the Global
Offering) were in issue, assuming that the Global Offering had been completed on June 30, 2023 but does not take
into account of any Shares which may be allotted and issued by the Company pursuant to the exercise of the
Over-Allotment Option.
DIVIDEND POLICY
During the Track Record Period, no dividend has been paid or declared by our Company. In future,
declaration and payment of any dividends would require the recommendation of the Board and at
their discretion and, any dividend will be subject to Shareholder’s approval, but no dividend shall
be declared in excess of the amount recommended by the Board. A decision to declare or to pay any
dividend in the future, and the amount of any dividends, depends on a number of factors, including
our results of operations, financial condition, the payment by our subsidiaries of cash dividends to
us, and other factors the Board may deem relevant. There will be no assurance that our Company
will be able to declare or distribute any dividend in the amount set out in any plan of the Board or
at all. The dividend distribution record in the past may not be used as a reference or basis to
determine the level of dividends that may be declared or paid by the Company in the future. As of
the Latest Practicable Date, we did not have any specific dividend policy nor pre-determined
dividend payout ratios. As advised by our PRC Legal Adviser, (i) when distributing each year’s
after-tax profits, the Company shall set aside 10% of its after-tax profits for the Company’s
statutory common reserve (except where such reserve has reached 50% of the Company’s registered
capital); (ii) if the Company’s statutory common reserve is not enough to make up for its
accumulated losses for the previous year, the current year’s profits shall first be used for making
up the accumulated losses before the statutory common reserve is set aside according to the method
mentioned hereof; and (iii) after the Company has made an allocation to its statutory common
reserve from its after-tax profit, subject to a resolution of the shareholders or the general meeting,
the Company may make an allocation to a discretionary common reserve from the after-tax profits.
See “Financial Information — Dividend Policy” for details.
SUMMARY AND HIGHLIGHTS
–2 0–


--- page 30 ---
LISTING EXPENSES
The total estimated Listing expenses in connection with the Global Offering are RMB101.5 million,
representing 9.7% of the gross proceeds from the Global Offering (based on the mid-point of the
Global Offering range of HK$101.0 per Offer Share and assuming no Over-Allotment Option will
be exercised), among which (i) Listing expenses, including underwriting commission and other
expenses fees, are expected to be approximately RMB34.6 million, and (ii) other non-underwriting
expenses are expected to be approximately RMB66.9 million, comprising (a) fees and expenses of
legal advisers and Reporting Accountant of approximately RMB42.0 million and (b) other fees and
expenses of approximately RMB24.9 million.
During the Track Record Period, total listing expenses of RMB36.8 million were incurred, among
which (i) RMB0.9 million and RMB1.5 million were charged to our consolidated income statements
in FY2022 and 6M2023, respectively, and (ii) expenses directly attributable to the issuance of new
shares of RMB34.4 million were recognized as prepayment for listing expenses in the consolidated
statements of financial position as at June 30, 2023, which will be deducted from equity upon
listing. We expect to incur underwriting commissions and other additional Listing expenses of
RMB64.7 million after June 30, 2023 (assuming an Offer Price of HK$101.0 per Offer Share, being
the mid-point of the Offer Price range stated in this prospectus), of which RMB57.3 million will be
charged to the consolidated income statements after June 30, 2023, and RMB7.4 million will be
deducted from equity upon completion of the Global Offering. The Listing expenses above are the
latest practicable estimate and are for reference only. The actual amount may differ from this
estimate.
IMPACT OF COVID-19
Since the end of December 2019, the outbreak of a novel strain of coronavirus named COVID-19
has materially and adversely affected the global economy. Since early 2020, there has been global
exposure to COVID-19. See “Business — Impact of COVID-19 outbreak” for further details.
In view of the outbreak of COVID-19, there had been a decrease in demand of our education smart
robotic products and services due to the temporary suspension of schools in certain provinces. As
a result, our revenue from education smart robotic products and services had decreased from
RMB612.2 million in FY2020 to RMB461.8 million in FY2021; and we temporarily suspended our
production facilities in Shenzhen in FY2020 and FY2022 on a few occasions. However, our
Directors believe that the suspensions did not have a material impact on our overall operations and
financials, as (i) our production and inventory levels were sufficient to support our operations; and
(ii) the revenue of our Group increased from RMB740.2 million in FY2020, to RMB817.2 million
in FY2021, and RMB1,008.3 million in FY2022 due to introduction of new products.
The entire prospectus should be read carefully and we strongly caution potential investors not to
place any reliance on any information contained in press articles or disseminated through our media
relating to us and/or the Global Offering, certain of which may not be consistent with the
information contained in this prospectus.
RECENT DEVELOPMENTS
Our revenue is subject to seasonal fluctuation, whereby our sales typically peak in the fourth quarter
of the year, as most of our revenue were contributed by our customers of enterprise-level smart
service robotic products and services (over 85% of our total revenue for FY2020, FY2021 and
FY2022) which generally have a financial year ending on December 31 of the calendar year.
Revenue from our education smart robotic products and services, which form a major component
of our total revenue, is generated from contracts which are generally obtained through tendering on
a case-by-case or project-by-project basis, while we only secured limited purchase orders for our
education smart robotic products and services in 6M2023. This is because there were limited
tenders published by our potential customers during the same period. Based on our discussions with
potential customers, we anticipate that an increasing number of notices of tender(s) with sizable
contract value will be published, or are being published, after 6M2023. For example, in September
2023, we secured an education smart robotic products and services project tendered by a
government educational bureau located in Ganzhou City of Jiangxi Province with a contractual
SUMMARY AND HIGHLIGHTS
–2 1–


--- page 31 ---
value of RMB291.9 million, of which approximately RMB232 million is expected to be recognized
as revenue in FY2023. As of the Latest Practicable Date, we have secured purchase orders of not
less than RMB613 million, revenue of which are not at all and/or fully recognized during the Track
Record Period and are expected to be recognized as revenue in FY2023.
In light of the foregoing factors, our revenue and gross profit for the six months ended
December 31, 2023 are expected to be substantially higher than that for 6M2023. Based on our
unaudited management accounts for the nine months ended September 30, 2023 (“ 9M2023 ”), our
revenue for the three months ended September 30, 2023 (“ 3Q2023 ”) was greater than that for
6M2023, and increased moderately as compared to the corresponding three-month period in 2022.
Meanwhile, our gross profit for 3Q2023 was significantly higher than that for 6M2023, and
represented a slight increase as compared to the corresponding three-month period in 2022 mainly
due to the substantial decrease in net write-down of inventories. Our gross profit margin for 3Q2023
likewise improved as compared to 6M2023. As a result of the foregoing increase in revenue and
gross profit in 3Q2023, our revenue and gross profit for 9M2023 increased by not less than 10%
and 10%, respectively, as compared to the nine months ended September 30, 2022 (“ 9M2022 ”),
while our gross profit margin remained stable for 9M2023 and 9M2022. In particular, gross profit
margin of our education smart robotic products and services increased from 35.2% in 6M2023 to
not less than 50% for 9M2023 and is comparable to the gross profit margin for this business
segment for 9M2022. Looking forward, as we continuously deliver our products and services under
our secured purchase orders towards the end of the year, we expect our results for the entire FY2023
to better reflect our overall financial performance.
In August 2023, (i) our Walkers were deployed in the Chengdu FISU World University Games 2023
to perform more complex motions on stage such as greetings while standing on two wheels scooters;
and (ii) we have participated in the 2023 World Robot Conference in Beijing to build connections
with and demonstrated the functionalities of our latest smart service robotic products and services
to potential customers in the PRC, such as the capability to autonomously translate verbal
instructions into instructions for robots to perform individual executable tasks (e.g. object detection
and recognition, obstacle avoidance, positioning, etc.) which is facilitated by big data modelling ( ɽ
ۨand multimodal interaction ( εᅼ࿒ʹʝ) technologies and applied to our Walker-X.
In December 2023, we were notified by the Shanghai Intellectual Property Court with regard to an
intellectual property claim brought against us (the “ Claim ”), pursuant to which the claimant alleged
that we infringed its invention patent in relation to robot motion sequence programming method and
its device (ʿՉༀໄ). As of the Latest Practicable Date, to the best
knowledge of our Directors, no official litigation has been commenced against our Company in
connection with the Claim, and this Claim is still at the early stage of pre-litigation mediation. Our
Directors are of the view that (i) the Claim is not supported by objective facts and evidence, and
it is unlikely that our Company will be held liable for any patent infringement; (ii) the robot motion
sequence programming method relevant to the Claim is not material to our Company as a whole,
as we have adopted more advanced programming language (if applicable) in our products which is
protected by patents.
We expect to continue to incur substantial selling and marketing expenses, general and
administrative expenses and R&D expenses, and record net loss in 2023. We also expect to continue
to record net losses in the near future. However, we intend to adopt certain measures to maintain
sustainability and continue to grow our business to achieve profitability. See “Business — Business
Sustainability and Measures to Achieve Profitability” for details.
Our Directors confirmed that, up to the date of this prospectus, there had been no material adverse
change in the operational performance, financial or trading positions or prospects of our Group
since June 30, 2023 (being the date of which our Group’s latest audited financial statements were
made up as set out in the Accountant’s Report in Appendix I) and there had been no event since June
30, 2023 which would materially affect the information shown in “Financial Information” and the
Accountant’s Report in Appendix I to this prospectus.
SUMMARY AND HIGHLIGHTS
–2 2–


--- page 32 ---
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the granting of the listing of, and permission to deal in,
our H Shares to be issued pursuant to the Global Offering (including any additional H Shares which
may be issued pursuant to the exercise of the Over-Allotment Option and the H Shares to be
converted from Domestic Shares), on the basis that, among other things, we satisfy the market
capitalization/revenue test under Rule 8.05(3) of the Listing Rules with reference to (i) our revenue
of RMB1,008.3 million generated in FY2022, and (ii) our expected market capitalization at the time
of Listing, which, based on the low end of the Offer Price range, exceeding HK$4 billion. Dealings
in the H Shares on the Stock Exchange are expected to commence on Friday, December 29, 2023.
SUMMARY AND HIGHLIGHTS
–2 3–


--- page 33 ---
In this prospectus, unless the context otherwise requires, the following words and expressions
shall have the meanings set out adjacent to them.
“2019 Guidance Letter” HKEx-GL101-19 Guidance on Sanctions Risks issued by
the Hong Kong Stock Exchange in March 2019
“6M2022” the six months ended June 30, 2022
“6M2023” the six months ended June 30, 2023
“Accountant’ s Report” the accountant’s report on our Group for the Track Record
Period is set out in Appendix I to this prospectus
“AFRC” Accounting and Financial Reporting Council of Hong Kong
“AGV(s)” automated guided vehicle(s)
“AMR(s)” autonomous mobile robot(s)
“Articles” or “Articles of
Association”
the articles of association of our Company adopted on
December 27, 2022 which will take effect from the Listing
Date, as amended, supplemented or otherwise modified
from time to time, a summary of which is contained in
Appendix VI to this prospectus
“artificial general intelligence” AI technologies that provide machines the ability to think,
comprehend, learn, and apply their intelligence to solve
complex problems in a human-like manner according to
Frost & Sullivan
“artificial narrow intelligence” or
“ANI”
AI technologies that are generally developed or used only
for specific and narrow tasks and/or application scenarios
and cannot fully perform intellectual capabilities of human-
beings at their current stage according to Frost & Sullivan
“artificial super intelligence” AI technologies that surpass human intelligence by
manifesting cognitive skills and developing thinking skills
of their own according to Frost & Sullivan
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” the audit committee of our Board
“biped” or “bipedal” two-legged, according to Frost & Sullivan
“BIS” the U.S. Department of Commerce, Bureau of Industry and
Security
“BIS List” the Bureau of Industry and Security’s Entity List, Denied
Parties List, or the Unverified List maintained by the U.S.
Department of Commerce
DEFINITIONS AND GLOSSARY
–2 4–


--- page 34 ---
“Board of Directors” or “Board” our board of Directors
“Board of Supervisors” our board of Supervisors
“business day” any day (other than a Saturday, Sunday or public holiday in
Hong Kong) on which banks in Hong Kong are open
generally for normal banking business to the public
“CAGR” compound annual growth rate
“Capital Market Intermediaries”
or “capital market
intermediary(ies)” or “CMI(s)”
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
“CCL” means the Commerce Control List within the EAR
maintained by the BIS, which includes items (i.e.,
commodities, software, and technology) subject to the
export licensing authority of BIS
“China” or “Mainland China”
or “PRC”
the People’s Republic of China, excluding for the purposes
of this prospectus only, Hong Kong, the Macau Special
Administrative Region of the People’s Republic of China
and Taiwan
“close associate(s)” has the meaning ascribed to it under the Listing Rules
“Companies Ordinance” the Companies Ordinance of Hong Kong (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 of Hong Kong (Chapter 32 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Company” or “our Company” UBTECH ROBOTICS CORP LTD (΅
ʮ̡) (formerly known as Shenzhen UBTECH
Technology Co., Ltd.* (ʮ̡)), a
limited liability company established under the laws of the
PRC on March 31, 2012 and converted into a joint stock
company with limited liability on March 29, 2019
“Comprehensively Sanctioned
Countries”
means Cuba, Iran, North Korea, Syria, the Crimea Region of
Ukraine, the self-proclaimed Luhansk People’s Republic,
the self-proclaimed Donetsk People’s Republic, and
Zaporizhzhia and Kherson territories of Ukraine occupied
by Russia in respect of the Track Record Period
DEFINITIONS AND GLOSSARY
–2 5–


--- page 35 ---
“computer vision” computer vision technologies enable robots to identify and
recognize face and objects they encounter, help pick out
details in objects and help with navigation and avoidance,
according to Frost & Sullivan
“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
“Controlling Shareholders” for the purpose of this prospectus only, refers to Mr. Zhou
Jian ( մᄏ), Shenzhen Sanciyuan, Mr. Xia Zuoquan (Р
Ό), Mr. Xia Y ongjun (ࠏMs. Wang Lin ( ˮ೙),
Shenzhen Evolution, Mr. Xiong Y oujun (ࠏShenzhen
Zhineng Y ouxuan and Mr. Zhao Guoqun ( Ⴛ਷໊)
“Conversion of Domestic Shares
into H Shares”
the conversion of an aggregate of 106,601,349 Domestic
Shares into H Shares on a one-for-one basis upon the
completion of the Global Offering
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
“Corporate Governance Code”
or “CG Code”
the provisions set out under “Corporate Governance Code
and Corporate Governance Report” in Appendix 14 to the
Listing Rules
“COVID-19” coronavirus disease 2019
“CSRC” China Securities Regulatory Commission* ( ʕ਷ᗇՎ္ຖ၍
ึ)
“degrees-of-freedom” degrees-of-freedom of a robot refer to the independent joint
that can provide freedom of movement and can be used to
define the motion capabilities of robots
“Director(s)” director(s) of our Company
“Domestic Share(s)” ordinary share(s) in the share capital of our Company, with
a nominal value of RMB1.00 each, which are subscribed for
and paid up in Renminbi and are unlisted Shares which are
currently not listed or traded on any stock exchange
“EAR” the U.S. Export Administration Regulations, 15 C.F.R. Parts
730-774
“ECCN” means the U.S. Export Control Classification Number,
which is an alphanumeric code used in the CCL to describe
items and indicate licensing requirements for U.S. export
control purposes
“EIT Law” Enterprise Income Tax Law of the PRC* ( ʕശɛ͏΍ձ਷Ά
جas amended or supplemented from time to time
DEFINITIONS AND GLOSSARY
–2 6–


--- page 36 ---
“ESG and Sustainability
Committee”
the environmental, social, governance and sustainability
committee of our Board
“EU” the European Union
“Executive Director(s)” executive 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
“FINI” Fast Interface for New Issuance, an online platform operated
by HKSCC that is mandatory for admission to trading and,
where applicable, the collection and processing of specified
information on subscription in and settlement for all New
Listings
“full-stack technologies” technologies which include computer vision, voice
interaction, servo actuators, motion planning and control,
and positioning navigation, according to Frost & Sullivan
“FY2020” the financial year ended December 31, 2020
“FY2021” the financial year ended December 31, 2021
“FY2022” the financial year ended December 31, 2022
“GDP” gross domestic product
“GF A” gross floor area
“Global Offering” the Hong Kong Public Offer and the International Placing
“Group”, “we”, “our” or “us” our Company and its subsidiaries (as defined under the
Listing Rules) at the relevant time and, where the context
requires, in respect of the period prior to our Company
becoming the holding company of its present subsidiaries,
such subsidiaries of our Company at the relevant time
“H Share(s)” overseas listed foreign share(s) in the share capital of our
Company with a nominal value of RMB1.00 each, which are
to be subscribed for and traded in Hong Kong dollars and
are to be listed on the Stock Exchange
“H Share Registrar” Tricor Investor Services Limited
DEFINITIONS AND GLOSSARY
–2 7–


--- page 37 ---
“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued in
the applicant’s own name, submitted through the IPO App
or 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 in the IPO App or on the
designated website at www.hkeipo.hk
“HK$” or “Hong Kong dollars” Hong Kong dollars, the lawful currency of Hong Kong
“HKFRS” Hong Kong Financial Reporting Standards
“HKICP A” The Hong Kong Institute of Certified Public Accountants
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“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
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Offer Shares” the 1,128,200 new H Shares initially being offered by our
Company for subscription pursuant to the Hong Kong Public
Offer at the Offer Price, subject to any adjustment or
re-allocation as described in “Structure and Conditions of
the Global Offering”
“Hong Kong Public Offer” the offer of Hong Kong Offer Shares for subscription by the
public in Hong Kong at the Offer Price (plus a brokerage fee
of 1.0%, 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 relating thereto, as further
described in “Structure and Conditions of the Global
Offering — The Hong Kong Public Offer”
“Hong Kong Securities and
Futures Ordinance” or “SFO”
Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong), as amended, supplemented or otherwise
modified from time to time
“Hong Kong Stock Exchange” or
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Hong Kong Takeovers Code” or
“Takeovers Code”
The Codes on Takeovers and Mergers and Share Buy-backs
issued by the SFC, as amended, supplemented or otherwise
modified from time to time
DEFINITIONS AND GLOSSARY
–2 8–


--- page 38 ---
“Hong Kong Underwriter(s)” the underwriter(s) for the Hong Kong Public Offer as listed
in “Underwriting — Hong Kong Underwriters”
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated December 18, 2023
relating to the Hong Kong Public Offer entered into among
our Company, Mr. Zhou Jian, the Sole Sponsor, the Overall
Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, Joint Lead Managers, the Capital Market
Intermediaries and the Hong Kong Underwriters, as further
described in “Underwriting — Underwriting Arrangements
and Expenses — Hong Kong Public Offer — Hong Kong
Underwriting Agreement”
“Independent Non-executive
Director(s)”
independent non-executive Director(s) of our Company
“Independent Third Party(ies)” party(ies) which, as far as our Directors are aware after
having made all reasonable enquiries, is not a connected
person(s) (as defined in the Listing Rules) of the Company
“Industry Consultant” or
“Frost & Sullivan”
Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., an
independent market research and consulting company
“Industry Report” an independent market research report commissioned by our
Company and prepared by our Industry Consultant for the
purpose of this prospectus
“International Placing” the conditional placing of the International Placing Shares
with professional and institutional investors for cash at the
Offer Price, and (i) in the United States to Qualified
Institutional Buyers in transactions exempt from or not
subject to the registration requirements the U.S. Securities
Act in reliance on Rule 144A or pursuant to another
available exemption from the registration requirement under
the U.S. Securities Act; or (ii) outside the United States in
offshore transactions in reliance on Regulation S and the
applicable laws of the jurisdiction where those offers and
sales occur, as further described in “Structure and
Conditions of the Global Offering”
“International Placing Agreement” the international placing agreement expected to be entered
into on or around December 27, 2023 by, among others, our
Company, Mr. Zhou Jian, the Sole Sponsor, the Overall
Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries and the International Underwriters in respect
of the International Placing, as further described in
“Underwriting — Underwriting Arrangements and Expenses
— The International Placing — International Placing
Agreement”
DEFINITIONS AND GLOSSARY
–2 9–


--- page 39 ---
“International Placing Shares” the 10,153,800 new H Shares initially being offered by our
Company for subscription at the Offer Price under the
International Placing, subject to any adjustment or re-
allocation together with, where relevant, any additional H
Shares which may be issued by our Company pursuant to the
Over-Allotment Option, as further described in
“Underwriting — Underwriting Arrangements and Expenses
— The International Placing”
“International Sanctions” all applicable laws and regulations related to economic
sanctions, export controls, trade embargoes and wider
prohibitions and restrictions on international trade and
investment related activities, including those adopted,
administered and enforced by the U.S. Government, the
E.U. and its member states, the U.K., the U.N., the
Government of Australia or any other governmental
authority having jurisdiction over our business
“International Sanctions Legal
Advisers”
Ashurst Hong Kong, our legal advisers as to International
Sanctions laws in connection with the Listing
“International Underwriter(s)” the underwriter(s) for the International Placing who are
expected to enter into the International Placing Agreement
to underwrite the International Placing
“IPO App ” the mobile application for the HK eIPO White Form
service which can be downloaded by searching
“IPO App ” in App Store or Google Play or
downloaded at www.hkeipo.hk/IPOApp or
www.tricorglobal.com/IPOApp
“Joint Bookrunners” Guotai Junan Securities (Hong Kong) Limited, CLSA
Limited, China Securities (International) Corporate Finance
Company Limited, CMBC Securities Company Limited,
BNP Paribas Securities (Asia) Limited, Shenwan Hongyuan
Securities (H.K.) Limited, Huatai Financial Holdings (Hong
Kong) Limited, ICBC International Securities Limited,
BOCI Asia Limited, ABCI Capital Limited, CCB
International Capital Limited, CMB International Capital
Limited, Guosen Securities (HK) Capital Company Limited,
GF Securities (Hong Kong) Brokerage Limited, Patrons
Securities Limited, Futu Securities International (Hong
Kong) Limited, TradeGo Markets Limited, V aluable Capital
Limited and Livermore Holdings Limited
“Joint Global Coordinators” Guotai Junan Securities (Hong Kong) Limited, CLSA
Limited, China Securities (International) Corporate Finance
Company Limited, CMBC Securities Company Limited,
BNP Paribas Securities (Asia) Limited, Shenwan Hongyuan
Securities (H.K.) Limited and Huatai Financial Holdings
(Hong Kong) Limited
DEFINITIONS AND GLOSSARY
–3 0–


--- page 40 ---
“Joint Lead Managers” Guotai Junan Securities (Hong Kong) Limited, CLSA
Limited, China Securities (International) Corporate Finance
Company Limited, CMBC Securities Company Limited,
BNP Paribas Securities (Asia) Limited, Shenwan Hongyuan
Securities (H.K.) Limited, Huatai Financial Holdings (Hong
Kong) Limited, ICBC International Securities Limited,
BOCI Asia Limited, ABCI Securities Company Limited,
CCB International Capital Limited, CMB International
Capital Limited, Guosen Securities (HK) Capital Company
Limited, GF Securities (Hong Kong) Brokerage Limited,
Patrons Securities Limited, Futu Securities International
(Hong Kong) Limited, TradeGo Markets Limited, V aluable
Capital Limited and Livermore Holdings Limited
“Latest Practicable Date” December 10, 2023, being the latest practicable date for the
purpose of ascertaining certain information contained in this
prospectus prior to its publication
“Listing” the listing of the H Shares on the Main Board of the Stock
Exchange
“Listing Committee” the listing committee of the Stock Exchange
“Listing Date” the date expected to be on or around Friday, December 29,
2023, on which the H Shares are first listed and from which
dealings in the H Shares are permitted to take place on the
Main Board of 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
“Main Board” the stock exchange (excluding the option market) operated
by the Stock Exchange which is independent from and
operates in parallel with the Growth Enterprise Market of
the Stock Exchange
“Maximum Offer Price” HK$116.0, being the high end of the Offer Price range stated
in this prospectus
“MOFCOM” the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ
௅)
“NDRC” the National Development and Reform Commission of the
PRC* (ึ)
“Nm” a newton-meter, which is the unit of torque, and one
newton-meter is equal to the torque resulting from a force of
one newton applied perpendicularly to the end of a moment
arm that is one metre long
“Nomination Committee” the nomination committee of our Board
DEFINITIONS AND GLOSSARY
–3 1–


--- page 41 ---
“Non-executive Director(s)” non-executive Director(s) of our Company
“NPC” or “National People’ s
Congress”
the National People’s Congress of the PRC
“ODM” original design manufacturer, a company that designs and
manufactures a product that will be rebranded by another
company for sale
“OEM” original equipment manufacturer, a company that produces
equipment that may be remarketed by another manufacturer
“OF AC” the U.S. Treasury Department’s Office of Foreign Assets
Control, the principal U.S. regulator implementing and
enforcing U.S. International Sanctions programmes and
policies
“Offer Price” the final offer price per Offer Share (exclusive of brokerage
of 1.0%, SFC transaction levy of 0.0027%, AFRC
transaction levy of 0.00015% and Stock Exchange trading
fee of 0.00565%)
“Offer Shares” the Hong Kong Offer Shares and the International Placing
Shares together, where relevant, with any additional H
Shares to be issued by our Company pursuant to the exercise
of the Over-Allotment Option
“Over-Allotment Option” the option expected to be granted by our Company to the
International Underwriters, exercisable by the Overall
Coordinators and the Joint Global Coordinators (for
themselves and on behalf of the International Underwriters),
pursuant to the International Placing Agreement for up to 30
days from the day following the last day for the lodging of
applications under the Hong Kong Public Offer, to require
our Company to allot and issue up to 1,692,300 additional
new H Shares (representing in aggregate 15% of the initial
Offer Shares) at the Offer Price to, among other things,
cover over-allocations in the International Placing, if any, as
further described in “Structure and Conditions of the Global
Offering — Over-Allotment Option”
“Overall Coordinators” Guotai Junan Securities (Hong Kong) Limited, CLSA
Limited, China Securities (International) Corporate Finance
Company Limited, CMBC Securities Company Limited
“PBOC” the People’s Bank of China
“positioning navigation” positioning navigation is the robot’s ability to establish its
own position and navigation, within the frame of reference.
The ability to navigate in its environment helps robots avoid
dangerous situations, according to Frost & Sullivan
DEFINITIONS AND GLOSSARY
–3 2–


--- page 42 ---
“PRC Company Law” Company Law of the PRC* (جas
amended and adopted by the Standing Committee of the
Tenth National People’s Congress on October 27, 2005 and
effective on January 1, 2006, as amended or supplemented
from time to time, which was latest amended on October 26,
2018
“PRC GAAP” generally accepted accounting principles in the PRC
“PRC government” or “State” the government of the PRC, including all governmental
subdivisions (including provincial, municipal and other
regional or local government entities)
“PRC Legal Adviser” King & Wood Mallesons, the PRC Legal Adviser of our
Company in connection with the Global Offering
“Pre-IPO Investments” the pre-IPO investments in our Group made by the Pre-IPO
Investors as more particularly set out in “History,
Development and Corporate Structure — Pre-IPO
Investments”
“Pre-IPO Investors” the pre-IPO investors who have subscribed for increased
registered capital of our Company or acquired equity
interest from some of our Shareholders to, among other
things, enable us to raise funds for the development of our
business as more particularly set out in “History,
Development and Corporate Structure — Pre-IPO
Investments”
“Price Determination Agreement” the agreement to be entered into between the Overall
Coordinators and the Joint Global Coordinators (on behalf
of the Underwriters) and our Company on the Price
Determination Date to record and fix the Offer Price
“Price Determination Date” the date, expected to be on or before 12:00 noon on
Wednesday, December 27, 2023, on which the Offer Price is
fixed for the purposes of the Global Offering
“Primary Sanctioned Activity” has the meaning ascribed to it under the 2019 Guidance
Letter, means any activity in a Sanctioned Country or (i)
with; or (ii) directly or indirectly benefiting, or involving
the property or interests in property of, a Sanctioned Target
by a listing applicant incorporated or located in a Relevant
Jurisdiction or which otherwise has a nexus with such
jurisdiction with respect to the relevant activity, such that it
is subject to the relevant sanctions law or regulation
“prospectus” this prospectus being issued in connection with the Hong
Kong Public Offer
“QIBs” or “Qualified Institutional
Buyers”
qualified institutional buyers within the meaning of Rule
144A
DEFINITIONS AND GLOSSARY
–3 3–


--- page 43 ---
“R&D” research and development
“Regulation S” Regulation S under the U.S. Securities Act
“Relevant Activities” business dealings of our Group with certain customers in
Belarus, Egypt, Hong Kong, Iraq, Russia, Serbia, Turkey
and Ukraine (excluding Crimea, Luhansk, Donetsk,
Zaporizhzhia and Kherson regions) and a service provider
from Turkey
“Relevant Countries” Belarus, Egypt, Hong Kong, Iraq, Russia, Serbia, Turkey
and Ukraine (excluding Crimea, Luhansk, Donetsk,
Zaporizhzhia and Kherson regions)
“Relevant Jurisdictions” has the meaning ascribed to it under the 2019 Guidance
Letter, means any jurisdiction that is relevant to the listing
applicant and has sanctions related law or regulation
restricting, among other things, its nationals and/or entities
which are incorporated or located in that jurisdiction from
directly or indirectly making assets or services available to
or otherwise dealing in assets of certain countries,
governments, persons or entities targeted by such law or
regulation. For the purposes of this prospectus, Relevant
Jurisdictions include the U.S., the E.U., the U.K., the U.N.
and Australia
“Relevant Persons” has the meaning ascribed to it under the 2019 Guidance
Letter, means our Group, our investors and shareholders and
persons who might, directly or indirectly, be involved in
permitting the listing, trading, clearing and settlement of our
shares, including the Sole Sponsor, the Underwriters, the
Hong Kong Stock Exchange, HKSCC, HKSCC Nominees
and the SFC
“Relevant Sanctions Authorities” means the relevant governmental authorities in the Relevant
Jurisdictions that administer their respective sanctions
related law or regulation, such as the OFAC
“Remuneration and Appraisal
Committee”
the remuneration and appraisal committee of our Board
“Reporting Accountant” PricewaterhouseCoopers, the reporting accountant of our
Company
“RMB” Renminbi, the lawful currency of the PRC
“robot(s)” or “robotic product(s)” means an actuated mechanism programmable in two or more
axes with a degree of autonomy (i.e. the ability to perform
intended tasks based on current state and sensing, without
human intervention), moving within its environment, to
perform intended tasks, according to Frost & Sullivan
DEFINITIONS AND GLOSSARY
–3 4–


--- page 44 ---
“Robot-as-a-Service” or “RaaS” an offering which involves robots as a subscription service
with content creation capabilities through human-robot
interactions
“robotic motion planning
and control”
robotic motion planning and control refers to the process of
breaking down a desired movement task into discrete
motions that satisfy movement constraints and optimize
some aspect of the movement, according to Frost & Sullivan
“robotic products and services” means robotic hardware, other accessories, software and/or
ancillary equipment and services which can be used in
conjunction to achieve particular purpose(s) in use
scenario(s) in a particular sector, according to Frost &
Sullivan
“Rule 144A” Rule 144A under the U.S. Securities Act
“SAFE” State Administration of Foreign Exchange of the PRC* ( ʕ
̮ි၍ଣ҅)
“Sanctioned Country” has the meaning ascribed to it under the 2019 Guidance
Letter, means any country or territory subject to a general
and comprehensive export, import, financial or investment
embargo under sanctions related law or regulation of the
Relevant Jurisdiction, which means a Comprehensively
Sanctioned Country for the purposes of this prospectus
“Sanctioned Target” has the meaning ascribed to it under the 2019 Guidance
Letter, means any person or entity (i) designated on the SDN
List or any list of targeted persons or entities issued under
the sanctions-related law or regulation of a Relevant
Jurisdiction; (ii) that is, or is owned or controlled by, a
government of a Sanctioned Country; or (iii) that is the
target of sanctions under the law or regulation of a Relevant
Jurisdiction because of a relationship of ownership, control,
or agency with a person or entity described in (i) or (ii)
“Sanctioned Trader” has the meaning ascribed to it under the 2019 Guidance
Letter, means any person or entity that does a material
portion (10% or more) of its business with Sanctioned
Targets and Sanctioned Country entities or persons
“SAT” State Administration of Taxation of the PRC* ( ʕശɛ͏΍
೼ਕᐼ҅)
“SDN List” the list of Specially Designated Nationals and Blocked
Persons maintained by OFAC, which sets forth individuals
and entities that are subject to its sanctions and restricted
from dealing with U.S. persons
“SEC” the U.S. Securities and Exchange Commission
DEFINITIONS AND GLOSSARY
–3 5–


--- page 45 ---
“Secondary Sanctionable Activity” has the meaning ascribed to it under the 2019 Guidance
Letter, means certain activity by a listing applicant that may
result in the imposition of sanctions against the Relevant
Persons by a Relevant Jurisdiction (including designation as
a Sanctioned Target or the imposition of penalties), even
though the Company is not incorporated or located in that
Relevant Jurisdiction and does not otherwise have any nexus
with that Relevant Jurisdiction
“servo actuators” servo actuators are joints of robots that enable the
performance of diverse, flexible and precise movements and
perform safe, smooth, accurate and agile joint movements
and carry out complex tasks. Servo actuators can support
rotational movement to realize human-like movement and
other application scenes, according to Frost & Sullivan
“SFC” the Securities and Futures Commission of Hong Kong
“Share(s)” ordinary share(s) in the share capital of our Company, with
a nominal value of RMB1.00 each, including both the
Domestic Share(s) and the H Share(s)
“Shareholder(s)” holder(s) of our Share(s)
“Shenzhen Sanciyuan” Shenzhen Sanciyuan Enterprise Management Consulting
Limited Partnership* ( ଉέɧϣʩΆุ၍ଣፔ༔ΥྫΆุ(Ϟ
Υྫ)), formerly known as Huzhou Sanciyuan Technology
Limited Partnership* (ҦΥྫΆุ (Υ
ྫ)), a limited partnership established under the laws of
PRC on February 3, 2016, being one of our Controlling
Shareholders
“Shenzhen Evolution” Shenzhen Evolution Investment Limited Partnership* ( ଉέ
̹ආʷሞҳ༟ΥྫΆุ(Υྫ)), formerly known as
Shenzhen Evolution Investment General Partnership* ( ଉέ
̹ආʷሞҳ༟ΥྫΆุ(౷ஷΥྫ)), a limited partnership
established under the laws of PRC on July 17, 2015, being
one of our Controlling Shareholders
“Shenzhen Zhineng Youxuan” Shenzhen Zhineng Y ouxuan Investment Limited Partner*
(ଉέ̹౽ঐᎴ፯ҳ༟ΥྫΆุ(Υྫ)), a limited
partnership established under the laws of PRC on March 15,
2016, being one of our Controlling Shareholders
“SLAM” simultaneous localization and mapping, a technology that
allows robots to build a map of an unknown environment
and localize itself in that map at the same time
DEFINITIONS AND GLOSSARY
–3 6–


--- page 46 ---
“smart service robot” a smart service robot refers to a robotic system that is
designed to perform various tasks and provide services to
humans autonomously, excluding industrial automation
applications. These robots are equipped with technologies
such as computer vision, voice interaction and SLAM and
automation, allowing them to perceive and interact with
external environment
“smart service robotic services” or
“smart robotic services”
services which integrates smart service robots with the
necessary peripheral hardware and software products and
services to perform intended tasks
“SOE” state-owned enterprises* ( ਷Ϟ༟ପΆุ), means enterprises
which are wholly or partially owned by the PRC government
“Sole Sponsor” or “Guotai Junan
Capital”
Guotai Junan Capital Limited, a licensed corporation
registered under the SFO to carry on Type 6 (advising on
corporate finance) regulated activities as defined in the
SFO, being the Sole Sponsor to the Listing
“Special PRC Legal Adviser” King & Wood Mallesons, the special legal advisers to our
Company as to PRC data security and privacy protection
matters
“Special U.S. Legal Advisers” Ashurst Hong Kong, the special U.S. legal advisers of our
Company with respect to U.S. regulatory and compliance
matters in connection with the Global Offering
“Sponsor-OC” or “Guotai Junan
Securities”
Guotai Junan Securities (Hong Kong) Limited, a licensed
corporation registered under the SFO to carry on Type 1
(dealing in securities), Type 2 (dealing in futures contract)
and Type 4 (advising on securities) as defined in the SFO,
being one of the Overall Coordinators, Joint Global
Coordinators, Joint Bookrunners and Joint Lead Managers
to the Listing
“Stabilizing Manager” Guotai Junan Securities
“State Council” State Council of the PRC* ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Strategy Committee” the strategy committee of our Board
“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules
“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules
“Supervisor(s)” the supervisor(s) of our Company
“Track Record Period” the period comprising FY2020, FY2021, FY2022 and
6M2023
DEFINITIONS AND GLOSSARY
–3 7–


--- page 47 ---
“Undertaking of Indemnity” the undertaking of indemnity dated November 23, 2023
entered into by Mr. Zhou Jian ( մᄏ), Ms. Wang Lin ( ˮ೙)
and Mr. Xiong Y oujun (ࠏwith and in favour of the
Company and its subsidiaries as referred to in “Appendix
VII — Statutory and General Information — E. Other
Information — 11. Tax and Other Indemnities”
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Placing Agreement
“US$”, “U.S. dollars” or “USD” United States dollars, the lawful currency of the United
States of America
“U.K.” the United Kingdom
“U.N.” the United Nations
“U.S.” or “United States” the United States of America, its territories and possessions,
any state of the United States and the District of Columbia
“U.S. Persons” means (i) any individual who is a U.S. citizen or legal
permanent resident of the United States, including dual
citizens, regardless of his or her current location in the
world; (ii) any individual, regardless of his or her
nationality, while physically located in the U.S.; (iii) any
corporation, partnership, association, or other organization
organized under the laws of the United States or of any state,
territory, possession, or district of the United States; and (iv)
the foreign branches of any U.S. corporation, partnership,
association or other organization organized under the laws
of the United States or of any state, territory, possession or
district of the United States
“U.S. Securities Act” the United States Securities Act of 1933, as amended,
supplemented or otherwise modified from time to time
“VAT” value-added tax
“voice interaction” audio processing and natural language processing enable a
robot to understand human language as they are speaking
and enable robots to complete tasks that involve answering
questions posed by humans, speech and text recognition,
and determining sentiment, according to Frost & Sullivan
“YoY” year-on-year
“%” percent
DEFINITIONS AND GLOSSARY
–3 8–


--- page 48 ---
In this prospectus:—
1. Unless the context otherwise requires, the terms “associate”, “close associate”, “connected
person”, “connected transaction”, “core connected persons” and “subsidiary” shall have the
meanings given to such terms in the Listing Rules.
2. The English titles marked with “*” are unofficial English translations of the titles of natural
persons, legal persons or entities, governmental authorities, institutions, laws, rules,
regulations and other entities for which no official English translation exists. In the event of
any inconsistency, the Chinese versions shall prevail. These English titles are for
identification purpose only.
3. We use certain technical terms that are relevant to our business and the industry we operate
in. These terms and their meanings set out above may not always correspond to standard
industry meaning or usage of these terms.
4. Unless expressly stated or otherwise required by the context, all data are as of the Latest
Practicable Date.
5. Unless otherwise specified, all references to any shareholdings in our Company assume no
exercise of the Over-Allotment Option.
6. Certain amounts and percentage figures included in this prospectus have been subject to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures preceding them.
DEFINITIONS AND GLOSSARY
–3 9–


--- page 49 ---
FORW ARD-LOOKING STATEMENTS CONTAINED IN THIS PROSPECTUS ARE
SUBJECT TO RISKS AND UNCERTAINTIES.
This prospectus contains forward-looking statements that are, by their nature, subject to significant
risks and uncertainties. The forward-looking statements are contained principally in “Summary and
Highlights”, “Risk Factors”, “Future Plans and Use of Proceeds”, “Industry Overview”, “Business”
and “Financial Information”. These statements relate to events that involve known and unknown
risks, uncertainties and other factors, including those listed under “Risk Factors”, which may cause
our actual results, performance or achievements to be materially different from performance or
achievements expressed or implied by the forward-looking statements. These forward-looking
statements include, without limitation, statements relating to:
 our business prospects, strategies, plans, objectives and goals;
 the performance of global financial markets, including changes in our ability to access the
capital markets and changes in the level of interest rates;
 the business opportunities that we may pursue;
 our dividend policy;
 the amount and nature of, and potential for, future development of our business; and
 certain statements in “Financial Information” with respect to trends in prices, volumes,
operations, margins, overall market trends, risk management and exchange rates.
The words “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “seek”,
“will”, “would” and the negative of these terms and other similar expressions, as they relate to us,
are intended to identify a number of these forward-looking statements. These forward-looking
statements reflect our current views with respect to future events and are not a guarantee of future
performance. Actual results may differ materially from information contained in the forward-
looking statements as a result of a number of uncertainties and factors, including but not limited
to:—
 our ability to achieve growth of existing businesses and expansion of operations through
investments in assets;
 our ability to integrate acquired businesses and create synergies;
 changes in the governmental policies, laws or regulations of the relevant jurisdictions in which
we or our customers operate in;
 our ability to attract and retain customers;
 our ability to attract and retain qualified employees and key personnel;
 our ability to protect our brand, trademarks or other intellectual property rights;
 successfully keeping up with technological improvements;
 global general economic, market and business conditions; and
 the other risk factors discussed in this prospectus as well as other factors beyond our control.
Subject to the requirements of applicable laws, rules and regulations, we do not have any obligation
to update or otherwise revise the forward-looking statements in this prospectus, whether as a result
of new information, future events or otherwise. As a result of these and other risks, uncertainties
and assumptions, the forward-looking events and circumstances discussed in this prospectus might
not occur in the way we expect, or at all. Accordingly, potential investors should not place undue
reliance on any forward-looking information. All forward-looking statements contained in this
prospectus are qualified by reference to the cautionary statements set out in this section as well as
the risks and uncertainties discussed in “Risk Factors”.
FORW ARD-LOOKING STATEMENTS
–4 0–


--- page 50 ---
PRINCIPAL RISKS FOR INVESTING IN THE OFFER SHARES
The principal risk for a potential investment in the Offer Shares is that you may not be able to
get back some or all of your original investments or you may not receive the returns you
expected. This could happen for a number of reasons, for example if:—
— the price at which you are able to sell your H Shares is less than the price you paid for them,
— you are unable to sell your H Shares at all, for instance because there are not enough buyers
in the market,
— we do not pay dividends to the expected level, or at all, as our profits can be variable and
this can adversely affect the amount of dividends paid,
— our operational and financial performance is worse than expected, or
— we become insolvent and are placed in receivership or liquidation.
The key risks specific to our business and other general market risks are set out below. These
risks, were they to occur , could have a material adverse effect on our financial position or
performance through reduced revenue, increased costs, reduced cash-flow, loss of customers,
damage to reputation or a combination of these effects. Potential investors should consider such
risk factors together with other information set out in this prospectus.
RISKS RELATING TO OUR INDUSTRY
There are uncertainties in the future market demand of smart service robotic products and
services and we cannot assure that we will continue to generate the same level of revenue and
that our business will continue to grow.
According to Frost & Sullivan, the smart service robotic products and services industry in China
and the rest of the world is characterized by evolving technologies, products and services and
infrastructures, increasing competition, changing government regulations and industry standards,
and changing market demands. Any changes of these factors may cause current or potential
customers not to purchase our products or use our services. If the market for smart service robotic
products and services does not develop as we expected or develops more slowly than we expected,
our business, prospects, financial condition and operating results will be adversely affected.
Furthermore, it is part of our strategies to diversify and broaden our product and services offerings
across different sectors and consumer-level use scenarios by utilizing our full-stack technologies.
For instance, (i) in 2016, we launched our consumer-level robots and other hardware devices; (ii)
in 2017, we launched our (a) education smart robotic products and services and (b) general service
smart robotic products and services; and (iii) in late 2020, we launched our logistics smart robotic
products and services. Demand for our products and services depends on the sector-specific market
demand in industries where our products and services are sold and the general market demand for
smart service robotic products and services. According to Frost & Sullivan, there is a positive
attitude towards the use of education smart robotic products and services, and the national policy
to promote robot education in primary and secondary schools, and thus the demand for programme
writing education smart robotic products and services. Further, there is growth in demand for smart
service robotic products and services in the manufacturing industry to increase efficiency and lower
cost, and wellness and elderly care smart robotic products and services as a result of aging
population in China and the rest of the world. However, there is no assurance that such positive
attitudes will remain unchanged and the market demand will continue to grow or grow at the level
as we expected, and our business and financial condition, results of operations and prospects would
be materially and adversely affected as a result. For instance, with an aim to address the challenges
faced by elderly care facilities, we began to launch our wellness and elderly care smart robotic
products and services in small batches and began to sell in the second half of 2022. There is no
assurance that we can replicate our success in other segments and achieve the same level of success
as we intended. See “Business — Our Products and Services — Wellness and elderly care smart
robotic products and services”.
RISK FACTORS
–4 1–


--- page 51 ---
Developments in alternative technologies and products may adversely affect the demand for
smart service robotic products and services.
Our smart service robotic products and services aim to assist humans in their daily life and work.
Significant developments in alternative technologies and products which provides similar function
may materially and adversely affect the growth and prospects of the smart service robotic products
and services industry. For instance, according to Frost & Sullivan, the emergence of ChatGPT which
is a large language model-based chat bot, may be a threat to our AI education software products as
it provides an easy way for programmers to create code and fix flaws in their programs.
Furthermore, Augmented Reality (AR), a technology that allows users to see digital information
overlaid onto the real world, could potentially be used as an alternative to education smart robotic
products and services as users can use AR to simulate virtual training environments without the
need for physical robotic products. Given smart service robotic products are evolving rapidly and
the path to strong smart service robotic products is still on the way and/or not certain, it is possible
that new technologies and non-robotic products may emerge as customers’ preferred alternative.
Such new technologies and products may be more efficient, user-friendly and affordable than
robotic products and may also render the use of robotic products obsolete and unnecessary in certain
use scenarios. Moreover, it is difficult for the smart service robotic products and services to predict
and actively prepare for the competition arising from the emergence of such new technologies and
products because of their novel nature and the vast range of sectors which the smart service robotic
products and services industry operates in. Any failure by the industry to develop new or enhanced
technologies or processes to react to the such alternative products could result in the loss of
competitiveness of the smart service robotic products and services industry, decrease in market
expansion opportunities, decreased revenue, loss of talents, and a loss of market share to
competitors. As a result, our business, prospects, financial condition and operating results will be
adversely affected.
The growth of robotic and AI technologies commercialization or the usage of AI technologies
in the smart service robotic products and services industry may not meet expectation, and our
business, growth and prospects may be significantly affected as a result.
We segment our products and services by their targeted use scenarios of different sectors which
include (i) Enterprise-level smart service robotic products and services which include (a) education
smart robotic products and services; (b) logistics smart robotic products and services; and (c) other
sector-tailored smart robotic products and services; and (ii) Consumer-level robots and other
hardware devices. See “Business — Our Business Model” for details of our products and services
offerings. As we aim to provide our smart service robotic products and services to more customers
in different sectors and verticals, we may face challenges brought by the uncertain demand for the
applications of robotic and AI technologies in the smart service robotic products and services
industry. Whether potential customers accept our products and services depends, to a large extent,
on their level of awareness of our products and services offerings and the widespread use of similar
products and services. We cannot assure you that the trend of adopting and utilizing robotic and AI
technologies by potential customers will continue in the future. In addition, with the continuous
development of AI technology and commercialization of the relevant AI products and services, any
potential future decrease in growth of the smart service robotic products and services industry in
general or the price and profit margin of our smart service robotic products and services could result
in material and adverse change to our business, growth and prospects.
Moreover, market expansion for AI products and services in China depends on a number of factors,
including the growth in the application of AI in enterprise services and city management, the
prevalence of smart IoT devices, as well as the performance and perceived value associated with
such products and services. If AI products and services do not achieve widespread acceptance, or
there is a reduction in demand for such products or services caused by weakening economic
conditions, decreases in corporate spending, technical challenges, data security or privacy concerns,
governmental regulation, competing technologies and products or services or otherwise, our
business, growth prospects and results of operations will be materially and adversely affected.
RISK FACTORS
–4 2–


--- page 52 ---
The standards of and applications for robotic and AI technologies are constantly evolving. Any
inappropriate use or flaws of such technologies, whether actual or perceived, intended or
inadvertent, or committed by us or by other third parties, could have negative impact on our
business and the public’s acceptance of smart service robotic products or services.
Robotic and AI technologies are constantly evolving in terms of standards and applications. Similar
to many disruptive innovations, robotic and AI technologies present risks and challenges that could
affect user perception and public opinions, such as job loss threatened as a result of job automation,
untrustworthy AI algorithm, unsafe robotic movements causing personal injury and property
damage, misuse of deep learning by third parties for inappropriate purposes, bias applications or
mass surveillance, and breach of AI-related ethical standards and data protection regulations. Any
inappropriate, abusive or premature usage or undetected flaws or deficiencies of robotic and AI
technologies, whether actual or perceived, whether intended or inadvertent, and whether by us or
by third parties, may dissuade prospective customers from adopting our products and services and
purchasing our products, may impair the general acceptance of smart service robotic products and
services by the society, may attract negative publicity and may adversely impact our reputation. It
may also violate applicable laws and regulations in China and other jurisdictions and subject us to
legal or administrative proceedings, pressures from activists and/or other organizations and
heightened scrutiny by the regulators. Each of the foregoing events may in turn materially and
adversely affect our business, financial condition and results of operations.
Negative publicity involving the smart service robotic products and services industry, our Group,
our products and services, our Directors, Supervisors and senior management, and our business
partners in the future may materially and adversely harm our business and reputation. There may
be negative media coverage about our Group, the smart service robotic products and services
industry and robotic and AI technologies in general. Such negative publicity may aggravate the
public’s misunderstandings of our technologies, products and services. However, we cannot
preclude media reports of similar nature or similar allegations from other parties from being made
in the future, nor can we assure you that we will be able to defuse such negative publicity to the
satisfaction of our investors, customers and business partners or prevent related misconception and
other damages caused by such reports. We may have to incur significant expenses and divert our
management’s time and attention in order to remedy the effects of these negative reports or
allegations, which may materially and adversely affect our results of operations.
The smart service robotic products and services industry is becoming increasingly
competitive. If we fail to compete successfully, our business, financial condition and results of
operations may be materially and adversely affected.
According to Frost & Sullivan, smart service robotic products and services industry is becoming
increasingly competitive. We primarily compete with other companies that also develop,
conceptualize and commercialize smart service robotic products and services. For the industry
sectors in which we provide smart service robotic products and services to, including education,
logistics, general service and wellness and elderly care, we also compete against existing market
players which may not be robot-focused or AI-driven in such industries. New comers to and existing
market participants in the smart service robotic products and services industry may increase the
level of competition we face, and they may include established large-scale multinational
conglomerates and technology companies with better finance resources, sophisticated technological
R&D capabilities and broad sales channels to develop directly competitive products and services.
We may also face potential competition from global technology companies which seek to enter the
China market, whether independently or through the formation of strategic alliances with, or
acquisition of smart robotic technology companies in China. Increased competition could result in
lower sales, price reductions, reduced margins and loss of market share for us. In response to the
market competition, we may increase our investments in R&D, and marketing and sales. However,
there is no assurance that such investments will be effective. If we fail to compete successfully, or
if competing successfully requires us to take costly actions, our business, financial condition and
results of operations could be adversely affected.
RISK FACTORS
–4 3–


--- page 53 ---
The full potential of the humanoid robotic market is yet to be fully realized and its growth
depends on the development of robotic and AI technologies across multiple disciplines. If
technological developments in any of these disciplines fail to meet our expectation, our
business, growth and prospect may be adversely affected.
The growth potential of the smart service robotic products and services industry depends on the
ability of its products and services to meet the prevalent market demands and customer preferences.
In particular, according to Frost & Sullivan, the full potential of the humanoid robotic market is yet
to be realized and significant efforts are required before humanoid robots can achieve full human
resemblance to satisfy the more complicated customer demands and expectations. This in turn
requires the successful development and application of various robotic and AI technologies across
multiple disciplines that could enable different products and services to provide the human-like
functionalities and features demanded by customers. However, the level of technical hurdles may
vary across disciplines. Moreover, unexpected technical issues may be identified as smart service
robotic products and services become more and more popular. To address these technical
challenges, we may need to dedicate additional resources to conduct further R&Ds which may
lengthen our product development cycle and increase our operational expenses. As a result, our
business and financial condition, results of operations and prospects would be materially and
adversely affected.
Smart service robotic products and services are usually purchased on an order by order basis
and we did not enter into any long term contract with our major customers. If we fail to attain
new customers and/or retain existing customers, our business, financial conditions and results
of operation may be materially and adversely affected.
Smart service robotic products and services, such as smart service robots and their related software,
are often designed to be capable of addressing the needs of customers for more than one year. It is
also the common practice among enterprise customers to procure smart service robotic products and
services through tendering on a case-by-case or project-by-project basis. For instance, we source
new businesses from certain direct sales customers such as government educational bureaus, mainly
through tendering based on opportunities which we acquired through our marketing initiatives (such
as industry exhibition participations) or publicly available information published by potential
customers. We did not enter into any long term contract with our major customers. Given such
market practice, there is no assurance that users will make reorders or repurchases and upgrade of
our products within a short period of time, or at all. There is also no assurance that the industry will
be able to continuously attract new customers to create revenue growth, as this depends on a number
of factors including but not limited to the level of acceptance by customers, the rate of expansion
of use scenarios, and the changing customer preferences and demands. Furthermore, the use and
implementation of smart service robotic products and services do not usually require continuous
post-sales service and operational support. In particular, they are often designed to be used by
customers on their own instead of by the products or services suppliers. Although there are attempts
within the industry to promote the ‘ Robot-as-a-service ’ (‘Raas’) business model, the market
understanding of such a model is still immature and it takes time to cultivate a recurrent spending
pattern among customers. If the industry is unable to achieve growth due to the mentioned
limitations, our business, prospects, financial condition and operating results will be adversely
affected.
RISK FACTORS
–4 4–


--- page 54 ---
RISKS RELATING TO OUR BUSINESS
If we fail to continue to research and develop or effectively respond to the evolving technology
and market dynamics of the smart service robotic products and services industry, our business
and financial condition, results of operations and prospects would be materially and adversely
affected.
The smart service robotic products and services industry is characterized by constant changes and
developments, including rapid technological evolution, frequent introductions of new products and
services, continual shifts in customer demands and constant emergence of new industry standards
and practices. Therefore our success will depend, in part, on our ability to constantly anticipate the
emergence of new technologies, standards and practices and assess their market acceptance and
application, and respond to these changes and developments in a cost-effective and timely manner.
Our R&D efforts is part of our long-term growth strategy and is key to our success. For FY2020,
FY2021, FY2022 and 6M2023, we incurred R&D expenses of RMB428.8 million, RMB517.1
million, RMB428.3 million and RMB224.3 million, respectively, accounting for 57.9%, 63.3%,
42.5% and 85.9% of our total revenue during the respective years/period. We will need to
continuously improve and commercialize new products and services and develop new robotic and
AI technologies to address evolving customer needs and to compete against market participants
effectively. If we fail to research and develop, our established position in the smart service robotic
products and services industry could be damaged, which in turn would materially and adversely
affect our business, financial condition, results of operations and prospects.
We continue to invest significant resources in, among other things, (i) identifying unmet or
under-served customer needs, (ii) maintaining an established position in the smart service robotic
products and services industry in the PRC, (iii) developing new robotic and AI technologies, and
(iv) attracting talented employees. We have invested and intend to continue investing significant
resources in technologies to bolster our products and services offerings with enhanced
functionalities to be used in a wider range of use scenarios. However, we may not be able to
leverage new technologies effectively or adapt our products and services to meet customers’ needs
or emerging industry standards, and the approach of our technological developments might not align
with the market trends and demands. Our investments in R&D, which could be costly, may not
generate the anticipated economic benefits in the near term, or at all, in which case our business,
results of operations, financial condition and prospects may be materially and adversely affected.
If we are unable to keep up with the technological developments or if new technologies render our
technologies, products or services obsolete, customers may no longer be attracted to our products
and services, which could cause material adverse impact on our business and financial performance.
The large-scale commercialization of smart service robotic products and services may fall
short of our expectation, which may lead to unsatisfactory market development and affect our
business operation.
We may face difficulties and obstacles in the process of exploring the large-scale commercialization
of our products and services. The current use scenario of humanoid robots is still limited and the
manufacturing costs remain high. During the Track Record Period, we sold (i) a life-sized humanoid
robot Walker-2 for educational purposes in FY2021, (ii) (a) a Walker, a Walker-1, a Walker-2 and
two units of Walker X for educational purposes, (b) a Walker-2 for general commercial purposes
such as greeting and display and (c) two units of Walker X for general commercial purposes such
as greeting and guiding in FY2022, and (iii) a Walker-2 for educational purposes in 6M2023 and
have recognized revenue of RMB8.8 million, RMB48.7 million and RMB2.3 million in FY2021,
FY2022 and 6M2023 from the Walker series, respectively. In addition, weak supply chains,
insufficient batch production progress, inefficient and inadequate production equipment and quality
controls, and other unexpected risks may occur during the large-scale commercialization of
humanoid robots-related products and services. As such, the large-scale commercialization process
of our humanoid robots-related as well as our other products and services may not be as smooth as
we expected, which may lead to unfavorable market position and less competitiveness in the future
and affect our business and results of operations.
RISK FACTORS
–4 5–


--- page 55 ---
We have incurred significant operating losses and net losses during the Track Record Period,
and may not be able to achieve or subsequently maintain profitability in the future.
In FY2020, FY2021, FY2022 and 6M2023, we had operating losses of approximately RMB595.6
million, RMB882.5 million, RMB953.3 million and RMB542.2 million, respectively. We had net
losses for the year/period of approximately RMB707.0 million, RMB917.5 million, RMB987.4
million and RMB547.9 million, respectively. The net losses were primarily due to the decreasing
trend of our gross profit margin and the substantial expenditures in relation to (i) our R&D expenses
incurred to enhance our core technologies and product and services offerings to maintain our
established position in the smart service robotic products and services market; (ii) our selling and
marketing expenses incurred to enhance our brand reputation and expand our customer and end-user
base, and (iii) our general and administrative expenses. We may continue to incur net losses in the
future, as we are in the stage of expanding our business and operations in the rapidly growing smart
service robotic products and services market, and are continuously investing in research and
development. We believe that our future revenue growth will depend on, among other factors, our
ability to develop new technologies, enhance customer experience, establish effective
commercialization strategies, compete effectively and successfully and develop new products and
services. Accordingly, you should not rely on the revenues of any prior period as an indication of
our future performance. We also expect our costs and expenses to increase in future periods as we
continue to expand our business and operations, and invest in research and development. In
addition, we expect to incur substantial costs and expenses as a result of being a public company.
If we are unable to generate adequate revenues and manage our expenses, we may continue to incur
significant losses in the future and may not be able to achieve or subsequently maintain profitability.
We had net cash outflows from operating activities during the Track Record Period. If we
cannot improve our operating cash flows and if we fail to obtain sufficient capital on
acceptable terms and on a continuous basis to fund our operations, our business, financial
condition and prospects may be materially and adversely affected.
We experienced significant cash outflows from operating activities during the Track Record Period
which amounted to RMB602.6 million, RMB680.7 million, RMB543.5 million and RMB526.5
million, respectively. Our net cash outflows are attributable to our R&D expenses, selling and
marketing expenses, general and administrative expenses to develop and promote our new products
and services. We plan to continue to invest heavily in our R&D efforts, as well as our sales and
marketing efforts, and incur significant capital expenditures. However, it typically takes a long
period of time to realize returns on such investments, if at all. As such, we expect to continue to
have net cash outflow from operating activities in the near future.
Our negative operating cash flows could adversely affect our operations by reducing the amount of
cash available to meet the cash needs for operating our businesses and fund our investments in our
business innovation and expansion. If our future operating cash flows fails to improve to a level to
sufficiently cover our overall cash needs, we will have to rely on external debt or equity financing,
and we cannot assure you that we will be able to obtain external financing in amounts or on terms
acceptable to us, if at all.
Our ability to obtain additional capital in the future, however, is subject to a number of
uncertainties, including those relating to our future business development, financial condition and
results of operations, general market conditions for financing activities by companies in our
industry and macro-economic and other conditions in China and globally. If we cannot obtain
sufficient capital to meet our capital needs, we may not be able to execute our growth strategies,
and our business, financial condition and prospects may be materially and adversely affected.
RISK FACTORS
–4 6–


--- page 56 ---
Our financial performance and ownership interests of our Shareholders may be affected by
share-based compensation and establishment of new share incentive plan
We and Mr. Zhou have established share incentive plans to grant restricted shares units (“ RSUs ”)
to our employees and other designated persons for the purpose of attracting and retaining suitable
personnel to enhance the development of our Group. Certain RSUs granted to our Group’s
employees will only vest at the end of certain periods after a successful initial public offering of
our Company’s shares or on certain dates. The fair value of RSU granted to employees under the
RSU scheme is recognized as an expense over the vesting period, being the period over which all
of the vesting conditions are satisfied. The fair value is determined at the grant date. During the
Track Record Period, our share-based compensation amounted to RMB64.5 million, RMB156.4
million, RMB204.4 million and RMB179.5 million.
Our financial performance and ownership interests of our Shareholders may be affected by the
share-based compensation as the expenses associated with share-based compensation will decrease
our net profit and the establishment of new share incentive plan may potentially dilute the
ownership interests of our Shareholders. On the other hand, if we reduce the amount of RSUs or
other share-based compensation awards, we may not be able to attract or retain key personnel by
offering them incentives linked to the value of our Shares.
If we determine our intangible assets or goodwill to be impaired, it would adversely affect our
business, financial performance and results of operations
During the Track Record Period, our intangible assets, which mainly consisted of goodwill and
customer contracts and relationships acquired through acquisition of Shanghai UBJ and Jiangsu
Tianhui in FY2022, purchased software and trademarks. As of December 31, 2020, 2021, 2022 and
June 30, 2023, our intangible assets amounted to RMB6.2 million, RMB3.2 million, RMB86.7
million and RMB84.4 million, respectively. We had goodwill of RMB75.6 million as of December
31, 2022 and June 30, 2023, from the acquisition of Shanghai UBJ for its education smart robotic
products and services business and Jiangsu Tianhui for us to further expand and strengthen the
competitiveness of our logistics smart robotic products and services business. See “Financial
Information — Description of Certain Items of Consolidated Statements of Financial Position —
Intangible assets” for details.
Impairment review on the goodwill has been conducted by our management as at December 31,
2022 and June 30, 2023 according to HKAS 36 “Impairment of assets”. We carried out impairment
testing on goodwill by comparing the recoverable amounts of each cash generating unit (“ CGU”)
to their carrying amounts. Our management leveraged their extensive experiences in the industries
and prepared the forecast based on the past performance and their expectation of future business
projection and market developments.
Our Group tests annually whether goodwill has suffered any impairment in accordance with the
accounting policy. In determining whether goodwill is impaired, our Group estimates the
recoverable amount of CGU to which goodwill has been allocated. The recoverable amount of a
CGU is determined based on value in use (“ VIU”) calculations which require the use of
assumptions, including growth rate, gross margin and pre-tax discount rate. Our estimates of the
future cash flows from Shanghai UBJ and Jiangsu Tianhui may be susceptible to downward revision
as a result of factors adversely affecting the global smart service robotic products and services
industry generally, including general decreases in growth rates and margins, as well as factors
specific to our business’ growth rates, margins and operating expenses. If we record an impairment
loss as a result of these or other factors, it could have an adverse effect on our financial position
for the relevant period and our business prospects.
Impairment losses of prepayments, deposits and other receivables would adversely affect our
business, financial performance and results of operations
Our prepayments mainly include prepayments for inventories and operating expenses whereas our
deposits mainly include deposits paid for guarantees of product quality and right-of-use assets. As
of December 31, 2020, 2021, 2022 and June 30, 2023, our prepayment, deposits and other
receivables amounted to RMB282.9 million, RMB379.1 million, RMB229.1 million and RMB376.1
million, respectively.
RISK FACTORS
–4 7–


--- page 57 ---
We measure impairment of other receivables as either 12-month expected credit loss or lifetime
expected credit loss, depending on whether there has been a significant increase in credit risk since
initial recognition. If a significant increase in credit risk of a receivable has occurred since initial
recognition, then impairment is measured as lifetime expected credit losses. The assessment of
impairment losses involves a significant degree of management judgments as well as estimates in
determining the key assumptions. Such management’s estimates and the related assumptions have
been made in accordance with information available to us, such estimates or assumptions are
subject to further adjustment if new information becomes known. Therefore, there is uncertainty on
the prediction of the movement of impairment of prepayments, deposits and other receivables.
Significant impairment losses on prepayments, deposits and other receivables may have a material
adverse effect on our financial condition and results of operations.
We may not be able to sustain our historical growth rates, and our historical growth may not
be indicative of our future growth or financial results.
For FY2020, FY2021 and FY2022, we experienced an overall increase in revenue. Our revenue
increased by 10.4% from RMB740.2 million in FY2020 to RMB817.2 million in FY2021. Our
revenue increased by 23.4% from RMB817.2 million in FY2021 to RMB1,008.3 million in FY2022.
Our revenue then decreased by 7.9% from RMB283.5 million in 6M2022 to RMB261.1 million in
6M2023. However, historical growth may not be indicative and there is no assurance that we will
be able to maintain our growth rates in future periods. Our growth rates depend on, among other
things, the overall economic growth in China and globally, technology development of the smart
service robotic products and services industry, awareness of enterprises to deploy smart service
robotic products and services and AI-driven applications, our investment in technology
development, our ability to retain and attract new customers and end-users of our products and
services, and our ability to manage costs and enhance operational efficiency. There is no assurance
that we will be able to effectively implement our business strategies and maintain our business
growth. Furthermore, we have not always achieved the growth rate in line with the different sectors
of the smart service robotic products and services industry which we had business operations in
during the Track Record Period. If the market does not develop as we expect or if we fail to address
the dynamic market needs, our results of operations and financial performance would be materially
and adversely impacted.
We have been and intend to continue investing heavily on our R&D and such investments may
not generate the results we expect to achieve.
Our technological R&D capabilities and core robotic and AI technologies that are consumer grade
and mass market level are critical to our success. We have been investing substantially on our R&D
efforts. For FY2020, FY2021, FY2022 and 6M2023, our R&D expenses amounted to RMB428.8
million, RMB517.1 million, RMB428.3 million and RMB224.3 million, respectively. Such R&D
cost represented approximately 57.9%, 63.3%, 42.5% and 85.9% of our total revenue in the same
years/period, respectively, and are expected to increase further in the future. The smart service
robotic products and services industry we operate in is subject to rapid technological changes and
are evolving quickly in terms of technological development. We need to invest significant
resources, including financial resources, in R&D to make technological advances in order to make
our products and services competitive in the market. As a result, our R&D capabilities will remain
important to our business operations. However, R&D activities are inherently uncertain, and we
might encounter practical difficulties in developing, conceptualizing and commercializing our R&D
results. Our significant expenditures on R&D may not generate corresponding benefits. Given the
fast pace of which the technologies of smart service robotic products and services industry have
been and will continue to be developed, we may not be able to develop or upgrade our technologies
in a timely and cost-effective manner, or at all. New technologies in the smart service robotic
products and services industry could render our existing or future technologies, R&D capabilities,
core robotic and AI technologies, products or services obsolete or unattractive, thereby limiting our
ability to recover related R&D costs, which could result in a decline in our revenues, profitability
and market share.
RISK FACTORS
–4 8–


--- page 58 ---
If our expansion into new verticals or attempt to develop new products and services is
unsuccessful, our business, prospects and growth momentum may be materially and adversely
affected.
We cannot assure you that we will be able to successfully expand in the future. We began to launch
our wellness and elderly care smart robotic products and services in small batches and began to sell
in the second half of 2022. Expanding offering categories into areas such as wellness and elderly
care involves new risks and challenges. Our lack of familiarity with new verticals may make it more
difficult for us to keep pace with the evolving customer demands and preferences. In addition, there
may be one or more existing market leaders in any vertical that we decide to expand into against
whom we may have difficulty in competing. We may be required to develop new supply-chain
relationships and capabilities. We will need to comply with new laws and regulations applicable to
these businesses. Expansion into any new vertical and development of new products and services
may place significant strain on our management and resources and incur substantial R&D and other
costs and expenses before generating any revenues, and failure to expand successfully could have
a material adverse effect on our business and prospects.
Our business depends substantially on the continuing efforts of our management team, as well
as a competent pool of talents that supports our existing operations and future growth. If we
are unable to retain, attract, recruit and train such personnel, our business may be materially
and adversely affected.
The success of our business depends on the continued service and efforts of our directors and senior
management including our founder, Mr. Zhou Jian. If any of our Directors or senior management
becomes unable or unwilling to continue to contribute their services to us, there can be no assurance
that we would be able to find suitable replacements in a timely manner or at all. The loss of services
of such Directors or senior management or the inability to identify, hire, train and retain other
qualified and managerial personnel to replace them in the future may materially and adversely affect
our business, financial condition, results of operations and prospects.
Additionally, our future success also depends on our ability to attract, recruit and train qualified
employees and retain existing key personnel. In particular, we rely on our top in-house R&D team
to develop our core technologies, products and services, and our experienced sales and marketing
personnel to maintain relationships with our customers and end-users of our products and services.
In order to compete for talents, we may need to offer higher compensation, better trainings and more
attractive career opportunities, employees share incentives schemes and other benefits to our
employees, which may be costly and time-consuming. We cannot assure you that we will be able
to attract or retain a qualified workforce necessary to support our future growth. Furthermore, any
disputes between us and our employees or any labor-related regulatory or legal proceedings may
divert management and financial resources, negatively impact staff morale, reduce our productivity,
or harm our reputation and future recruiting efforts. In addition, our ability to train and integrate
new employees into our operations may not meet the demands of our growing business. Any of the
foregoing issues related to our workforce may materially and adversely affect our operations and
future growth.
Our largest group of customers are our customers in the education sector who purchase our
education smart robotic products and services, and the failure to attract more customers and
expand to other industry sectors could materially and adversely affect our business.
During the Track Record Period, our largest revenue source comes from sales of our education
smart robotic products and services which accounted for approximately 82.7%, 56.5%, 51.2% and
29.0% of our revenue, respectively. Accordingly, our revenue could be materially and adversely
impacted by the changing demand, purchasing decisions and buying habits of these customers and
the end-users of our products and services or any other potential customers and end-users in the
education sector. In particular, educational institutions may not repurchase our products and
services in a short timeframe as our smart service robotic products and services do not usually need
to be replaced frequently. If any of our significant customers decide to purchase less products and/or
services than they have in the past, or not to purchase products and/or services from us at all, or
RISK FACTORS
–4 9–


--- page 59 ---
may decide not to renew existing contracts at all, our revenue may decline and our financial
condition and results of operations may be adversely affected. Further, we need to go through a
bidding process in order to secure contracts from public schools or educational authorities in China.
The number of projects available for bidding may reduce and we may not succeed in bidding for
new projects.
We are also subject to various factors which are beyond our control and could impede our ability
to maintain or increase our revenue from sales of education smart robotic products and services to
enterprise-level customers, including but not limited to decrease in government funding to schools,
changes in fiscal or contracting policies of schools and other educational institutions, change in
acceptance of our products and services by educational authorities and schools, and new laws,
regulations and policies introduced to the education sector in China which are unfavorable to the
application of education smart robotic products and services. Any occurrence of the foregoing could
have a material adverse effect on our business and financial performance.
A substantial portion of our revenue from our logistics smart robotic products and services
were derived through one of our top five customers during the Track Record Period.
During the Track Record Period, a substantial portion of our revenue from our logistics smart
robotic products and services were derived through MAE Group, which was one of our top five
customers in FY2021 and FY2022. Revenue contributed by MAE Group in respect of our logistics
smart robotic products and services amounted to RMB12.7 million, RMB175.0 million, RMB251.2
million and RMB71.4 million in FY2020, FY2021, FY2022 and 6M2023, respectively, which
accounted for 97.6%, 91.7%, 95.4% and 93.0% of the revenue from our logistics smart robotic
products and services. For details of the MAE Arrangements, please refer to “Business —
Overlapping of Customers and Suppliers — Overlapping relationship with MAE Group”. If we fail
to obtain new contracts from MAE Group or maintain our business relationship with them, our
business operations (logistics smart robotic products and services) and financial results will be
materially adversely affected. In addition to growing and maintaining our business with MAE
Group, the success of our logistics smart robotic products and services segment also depends on our
ability to acquire new customers. We cannot assure you that we will be able to attract new customers
for our logistics smart robotic products and services segment in the future.
Our sales are affected by seasonal fluctuations.
Our products are sold on an order-by-order basis and our sales are affected by seasonal fluctuations.
Typically, since the financial year of most of our enterprise-level customers (which amounted to
over 85% of our revenue for FY2020, FY2021 and FY2022) ends on December 31 of the calendar
year, our sales peak in the fourth quarter and most of our revenue are generated in this period. For
example, our revenue from our logistics smart robotic products and services are generally higher in
the fourth quarter every year because our customers generally complete the inspection and
recognition of progress of projects by the fourth quarter (i.e. their respective year-end), according
to Frost & Sullivan. On the other hand, our revenue is generally lower in the first quarter due to
fewer working days in the first quarter as a result of the longer statutory holidays for the Spring
Festival. There is no assurance that our customers’ purchase orders and delivery will be consistent
with our expectations over each season. Accordingly, our results of operations may vary from period
to period. If we cannot effectively plan our production and delivery schedules and secure purchase
orders from our customers during non-peak seasons, our business, financial condition and results
of operations may be adversely affected.
RISK FACTORS
–5 0–


--- page 60 ---
We had a concentration of top five customers during the Track Record Period.
The sales to our top five customers in each year/period during the Track Record Period amounted
to RMB492.6 million, RMB426.7 million, RMB720.9 million and RMB116.3 million, respectively,
representing 66.5%, 52.2%, 71.5% and 44.5% of our total revenue for the respective years/period.
See “Business — Our customers — Customers” for further details. We cannot assure you that there
will not be any dispute between our major customers and us, or that we will be able to continue to
generate substantial amount of revenues from them in each financial year, which may adversely
affect our business and profitability. In addition, if any of such customers default or delay on their
payment or settlement of our trade and other receivables, our liquidity, financial condition and
results of operations may be adversely affected.
Our investments or acquisitions may have a material adverse effect on our business,
reputation, financial condition and results of operations.
We have invested in certain businesses in recent years including the acquisition of additional 47.8%
equity interest of Shanghai UBJ at an aggregate consideration of RMB209.76 million in July 2022
and the acquisition of 100% equity interest of Jiangsu Tianhui at an aggregate consideration of
RMB69.92 million in December 2022. We expect to continue to evaluate and consider a wide array
of investments and acquisitions that we believe can extend and solidify our established position as
part of our overall business strategy. We may be engaged in discussions or negotiations with respect
to one or more of these types of transactions. These transactions involve significant challenges and
risks, including:
 difficulties integrating into our operations the personnel, operations, products and services;
 robustness of technology, internal controls and financial reporting of companies we acquire;
 disrupting our ongoing business, distracting our management and employees and increasing
our expenses;
 for investments over which we do not obtain management and operational control, we may
lack influence over the controlling partner or shareholder, which may prevent us from
achieving our strategic goals in such investment;
 new regulatory requirements and compliance risks that we become subject to as a result of
acquisitions in new industries or otherwise;
 actual or alleged misconduct or non-compliance by any company we acquire or invest in (or
by its affiliates) that occurred prior to our acquisition or investment, which may lead to
negative publicity, government inquiry or investigations against such company or against us;
 unforeseen or hidden liabilities or costs that may adversely affect us following our acquisition
of such targets;
 the risk that any of our pending or other future proposed acquisitions does not close;
 the costs of identifying and consummating investments and acquisitions;
 the use of substantial amounts of cash and potentially dilutive issuances of equity securities;
 significant reduction of the value of our investments at fair value through profit or loss; and
 challenges in achieving the expected benefits of synergies and growth opportunities in
connection with these acquisitions and investments.
Any such developments described above could disrupt our existing business and have a material
adverse effect on our business, reputation, financial condition and results of operations.
RISK FACTORS
–5 1–


--- page 61 ---
We failed or are expected to fail to fulfill certain conditions under the cooperation agreements
we entered into with certain local governments and management committees and we may be
required to return the subsidies received and compensate any losses that may incur.
During the Track Record Period, we were a party to a series of government cooperation projects and
entered into agreements with various local governments and management committees. In particular,
we have entered into a number of such projects with local governments and/or management
committees, pursuant to which, for certain government cooperation projects, they agreed to provide
us with subsidies in the form of rental, site maintenance and repair, marketing, tax and project
support to support our various technology infrastructure development projects, provided that we
fulfill a number of conditions including but not limited to achieving certain investment scale,
production output, tax payments and project completion targets.
As of the Latest Practicable Date, we failed or are expected to fail to fulfill the conditions under
the agreements in relation to 15 government cooperation projects. For details, please refer to the
section headed “Business — Government Cooperation Projects” in this prospectus.
As of the Latest Practicable Date, in relation to those agreements which have not been terminated,
the relevant local governments and management committees have not demanded us to return the
subsidies we received, but we cannot assure that they would not enforce the respective agreements
in the future and require us to return the subsidies and compensate any losses that they may incur.
Under such circumstances, there is a risk that (i) we may be required to return the total government
grants and leasing concessions received pursuant to the respective agreements in relation to such
government cooperation projects, which amounted to RMB118.5 million and RMB7.3 million as of
the Latest Practicable Date, respectively and/or (ii) the relevant local governments and management
committees may commence legal proceedings against us for breach of contract. No provisions were
made in relation to the government grants received for which our Group has failed to or is expected
to fail to fulfil the conditions since they have been accounted for as other payables and accruals.
See “Appendix I — Accountant’s Report — II. Notes to the Historical Financial Information — 33.
Other payables and accruals” for details. No provisions were made in relation to the leasing
concessions as either the risk of our Group being held liable for such repayment of leasing
concessions is very low or the monetary amount of such repayment is not material.
If the relevant local governments or management committees demand for the return of any subsidies
we received pursuant to the above-mentioned government cooperation projects, there may be a
negative impact on our cash flow and could adversely affect our business, financial condition,
results of operations and prospects. If the relevant local governments and management committees
commence legal proceedings against us for breach of contract, defending against such legal
proceedings is costly and time consuming and may divert management’s time and other resources
from our business and operations, and the outcome of such claims and proceedings cannot be
predicted. If a judgment, a fine or a settlement involving a payment of a material sum of money
were to occur, or injunctive relief were issued against us, it may result in significant monetary
liabilities and may materially disrupt our business and operations, and our business, financial
position and results of operations could be materially and adversely affected.
The discontinuation of any of the government subsidies currently available to us could
adversely affect our business, financial condition, results of operations and prospects.
In FY2020, FY2021, FY2022 and 6M2023, we recognized government grants of RMB66.2 million,
RMB59.5 million, RMB26.6 million and RMB11.2 million, respectively in our consolidated income
statements. However, the timing, amount and conditions of government subsidies 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 to us, or require us to repay part or all of the government subsidies we previously
received. Any reduction, elimination, repayment or other negative trend in government subsidies
resulting from our failure to meet such conditions could adversely affect our business, financial
condition, results of operations and prospects.
RISK FACTORS
–5 2–


--- page 62 ---
We may be unable to prevent or detect bribery or corruption or other misconducts by our
employees, customers, suppliers or other third parties, which may materially and adversely
affect our business, prospects, reputation, and growth potential.
We may not be able to detect bribery, corruption or other misconducts by our employees, customers,
suppliers or other third parties. These activities may lead to exposure to prosecution, fines, other
penalties or liabilities as imposed by the relevant government authorities. While we have adopted
internal control policies with a view to prohibiting any form of bribery and corruption, provided
anti-bribery and corruption training to our employees, incorporated anti-bribery and corruption
policies into employment contracts, and established reporting channel for employees and external
third parties to report acts of bribery and/or corruption and encourage anonymous whistleblowing,
we cannot guarantee that these measures will effectively prevent and detect bribery, corruption or
other misconducts. As such, failure to detect and prevent bribery and corruption of our employees
or other third parties may materially and adversely affect our business, prospects, reputation, and
growth potential.
We cannot guarantee that our new business initiatives and use of proceeds plan will be
successfully implemented or generate revenue and profit as we expected.
As an established provider of smart service robotic products and services in China, we continue to
execute a number of growth initiatives and strategies plans to diversify our business. For examples,
we launched ADIBOT in 2021 in response to the market demand for Ultraviolet-C (“ UV-C”)
disinfection devices amid the COVID-19 pandemic. We further launched the anti-pandemic models
of Cruzr, A TRIS and AIMBOT with additional functionalities including body-temperature
measurement and mask detection. In view of the increasing aging population in China, we launched
our wellness and elderly care smart robotic products and services in the second half of 2022. We
also plan to use our proceeds from the Global Offering to enhance our core technologies, upgrade
our R&D laboratories, expand our sales channels and purchase various systems to improve our
operational efficiency. See “Business — Our Business Strategies” and “Future Plans and Use of
Proceeds” for further details. However, expanding into new businesses involves risks and
challenges. These business initiatives are new and evolving, some of which may prove
unsuccessful. It may also take a longer time than expected for us to develop the technologies and
build market acceptance of our products and services, and we may not have sufficient experience
in executing these new business initiatives effectively. Further, we will incur substantial costs on
R&D, sales and marketing, personnel and compliance for developing, conceptualizing and
commercializing our new products and services. We cannot assure you that any of these new
business initiatives will achieve our expected market acceptance and generate revenue or profit. If
our efforts fail to enhance our monetization abilities, we may not be able to maintain or increase
our revenues or recover any associated costs, and our business and results of operations may be
materially and adversely impacted.
Our business is dependent on the strengths and market acceptance of our brand. If we fail to
maintain, promote and enhance our brand, our business prospect may be adversely affected.
We believe our brand
is an integral part of and critical to our success. Maintaining and
enhancing our brand name will largely depend on our ability to continue to provide competitive,
quality, well-designed, useful and reliable products and services to meet market demands. However,
we cannot assure you that we will be able to maintain and enhance our brand name.
We believe the importance of recognition of our brand will increase when competition increases.
However, we cannot assure you that our marketing activities such as participating industry
conferences and industry exhibitions will be successful or that we will be able to achieve the
promotional effect we expect or at all. If we are unable to maintain our reputation, enhance our
brand recognition or promote our products and services, or if we incur excessive expenses in this
effort, our business and growth prospects may be materially and adversely affected.
RISK FACTORS
–5 3–


--- page 63 ---
Confidentiality agreements and non-compete covenants with our employees and other third
parties may not adequately prevent disclosure of trade secrets and other proprietary
information.
We have devoted substantial resources to the development of our technology and know-how. There
is no assurance that these agreements will not be breached, that we will have adequate remedies for
any breach in time or at all, or that our self-developed technology, know-how or other intellectual
property will not otherwise become known to third parties. In addition, others may independently
discover trade secrets and proprietary information, limiting our ability to assert any proprietary
rights against such parties. Costly and time consuming litigation could be necessary to enforce and
determine the scope of our trade secrets and proprietary rights, and failure to obtain or maintain
trade secret and proprietary information protection could adversely affect our competitive position.
We may not be able to prevent unauthorized use of our intellectual properties, which could
harm our brand and reputation.
As of June 30, 2023, our Group held more than 1,800 registered robotic and AI-related patents, of
which more than 380 are overseas patents. We consider our patents, copyrights, trademarks, trade
secrets and other intellectual properties to be critical to our success. We rely on a combination of
copyright, trademark, patent and other intellectual property laws, trade secret protection and
confidentiality, and other agreements with our employees and third parties and other measures to
protect our intellectual property rights. Please see “Business — Risk Management and Internal
Control — Compliance and intellectual property rights risk management” for details. However, we
cannot assure you that they will always comply with these terms. Relevant agreements may not
effectively prevent disclosure of our intellectual properties and confidential information and may
not provide an adequate remedy in the event of unauthorized disclosure of our intellectual
properties and confidential information.
Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to
copy or otherwise obtain and use our intellectual properties. Monitoring for infringement or other
unauthorized use of our intellectual property rights may be difficult and expensive, and such
monitoring may not be effective, and litigation may be necessary to enforce our intellectual property
rights. Relevant litigation in the future can result in substantial cost and diversion of resources, and
could disrupt our business and materially and adversely affect our financial condition and results
of operations.
We may be subject to intellectual property infringement claims or other allegations, which
could expose us to substantial liability for intellectual property infringement and other losses.
We cannot be certain that our operations or any aspects of our business do not or will not infringe
upon or otherwise violate patents, trademarks, copyrights or other intellectual property rights held
by third parties. We may from time to time be subject to proceedings and claims relating to
intellectual property rights in the future. We cannot assure you that holders of patents and other
intellectual properties purportedly relating to some aspect of our technology infrastructure or
business, if any such holders exist, would not seek to enforce such patents and other intellectual
properties against us in China or any other jurisdictions.
If we are found to have violated the intellectual property rights of others, we may be subject to
liability for our infringement activities or may be prohibited from using such intellectual property,
and we may incur licensing fees or be forced to develop alternatives of our own. Defending against
such infringement or licensing allegations and claims is relatively costly and time consuming and
may divert management’s time and other resources from our business and operations. If a judgment,
a fine or a settlement involving a payment of a material sum of money were to occur, or injunctive
relief were issued against us, it may result in significant monetary liabilities and may materially
disrupt our business and operations by restricting or prohibiting our use of the intellectual property
in question, and our business, financial position and results of operations could be materially and
adversely affected.
RISK FACTORS
–5 4–


--- page 64 ---
Trademarks registered, internet search engine keywords purchased and domain names
registered by third parties that are similar to our trademarks, brands or websites could cause
confusion to our existing and potential customers and divert them away from our products and
services.
Competitors and other third parties may register trademarks or purchase internet search engine
keywords or domain names that are similar to ours, in order to divert our existing and potential
customers and end-users from our products and services to theirs. It is difficult to prevent such
unfair competition activities, and if we fail to do so, competitors and other third parties may drive
existing and potential customers and end-users away from our products and services, which could
harm our business and materially and adversely affect our results of operations.
We may be subject to complex and evolving laws and regulations regarding data security and
privacy protection, which could subject us to significant legal, financial and operational
consequences if we fail to comply with these laws.
Most of our business operations are based in China and over 92.2%, 92.2%, 87.0% and 73.3% of
our revenue was generated in the PRC market in FY2020, FY2021, FY2022 and 6M2023,
respectively. The PRC government has enacted a series of laws and regulations on the protection
of personally identifiable data in the past few years. We may be subject to laws and regulations
regarding privacy and data protection in China.
On November 14, 2021, the Cyberspace Administration of China (the “ CAC”) publicly solicited
opinions on the Draft Data Security Regulations. According to the Draft Data Security Regulations,
data processors shall, in accordance with the relevant state provisions, apply for cybersecurity
review when carrying out the following activities: (i) the merger, reorganization or separation of
Internet platform operators that have acquired a large number of data resources related to national
security, economic development or public interests, which affects or may affect national security;
(ii) data processors that handle the personal information of more than one million people seeking
a foreign listing ( ਷̮ɪ̹); (iii) data processors seeking a listing in Hong Kong, which affects or
may affect national security; and (iv) other data processing activities that affect or may affect
national security. However, the Draft Data Security Regulations provide no further explanation or
interpretation as to what “affects or may affect national security”. As advised by our Special PRC
Legal Adviser, (i) the Draft Data Security Regulations have not been formally adopted and are
subject to change and further guidance; and (ii) the relevant PRC government authorities may have
considerable discretion in the interpretation as to what “affects or may affect national security”.
On December 28, 2021, the CAC promulgated the Cybersecurity Review Measures, which became
effective on February 15, 2022 and stipulates that Critical Information Infrastructure Operators
purchasing network products and services that affect or may affect national security, or Network
Platform Operators holding over one million users’ personal information when seeking a foreign
listing ( ਷̮ɪ̹), must apply with the Cybersecurity Review Office of the CAC for a cybersecurity
review.
Given that the PRC laws and regulations in relation to cybersecurity and data and personal
information protection are still evolving, it is uncertain whether the Draft Data Security Regulations
will become effective in its current form, and whether any new legislation, regulations or
interpretations concerning cybersecurity and data and personal information protection may be
promulgated or adopted in the future. As a result, we cannot rule out the possibility that additional
compliance requirements may be imposed on us as a result of the above.
In particular, the Draft Data Security Regulations had not become effective as of the Latest
Practicable Date and their operative provisions and the anticipated adoption or effective date may
be subject to substantial uncertainty. Therefore, it is difficult for us to predict the actual impact of
these regulations, if any, and we will closely monitor and assess any development in the
rule-making process and take corresponding measures to ensure compliance. If our activities are
deemed as “affect or may affect national security,” under such regulations when they are fully
RISK FACTORS
–5 5–


--- page 65 ---
implemented, we may be subject to a cybersecurity review and failure to conduct such review could
result in warnings and fines; and if we fail to curtail or have caused severe consequences such as
endangering data security, we may be further subject to suspension of our non-compliant operations,
revocation of relevant approvals or business licenses or other sanctions, which could materially and
adversely affect our business and results of operations.
Additionally, these and other similar legal and regulatory developments in the PRC could affect our
business operation. We may also incur relatively high costs to comply with such laws and
regulations and to establish and maintain relevant internal compliance policies and infrastructures.
As we and our business partners expand businesses overseas, our products and services will serve
more customers in countries outside of China. Accordingly, we may be required by business
partners to upgrade our products and services to help them comply with laws and regulations
regarding data security and privacy protection in multiple jurisdictions. Such laws and regulations
may vary significantly from jurisdiction to jurisdiction and are generally complex and constantly
evolving, with uncertainty as to their interpretation and application. We may incur increasing costs
or may be required to change our business practices in compliance with data security and privacy
protection laws and regulations from time to time, and any non-compliance may subject us to
significant penalties.
Due to the complexity and evolving nature of the relevant laws and regulations, we cannot assure
you that our privacy and data protection measures are, and will be, sufficient under applicable laws
and regulations. Please see “Business — Risk Management and Internal Control — Data Privacy
and Security Risk Management” for details. The integrity of our data security and privacy
protection measures is also subject to system failure, interruption, inadequacy, security breaches or
cyber-attacks. Non-compliance could result in proceedings against us by governmental and
regulatory entities, customers, end-users, data subjects or others. Such actual or alleged failure
could damage our reputation, deter current and potential customers and end-users from using our
products and services and could subject us to significant legal, financial and operational
consequences. Meanwhile, legal and regulatory developments could also lead to legal and economic
uncertainties, affect how we design our IT systems, how we operate our business, how we and our
business partners process data, which could negatively impact demand for our products and
services.
Our business operations could be harmed by real or perceived material defects or errors in our
products or services.
The technology underlying our smart service robotic products and services is inherently complex
and may contain material defects or errors, particularly when new services or products are first
introduced, when new features or functionalities are released. There can be no assurance that our
existing smart service robotic products and services will not contain defects or errors. Any real or
perceived errors, failures, vulnerabilities, or bugs in our services or products could result in
negative publicity or lead to performance issues, all of which could harm our business. It may be
costly and time consuming in correcting such defects or errors. Moreover, the harm to our
reputation and legal liability related to such real or perceived defects or errors may be substantial
and would harm our business.
We may face risks associated with our reliance on certain artificial intelligence and machine
learning models.
In order to increase the ability of our smart service robotic products to interact with humans and
achieve a higher level of human resemblance, we utilize artificial intelligence machine learning
(“AI/ML ”) in our core technologies such as our voice interaction, computer vision, and robotic
motion planning and control technologies. The AI/ML models that we use are trained using various
data sets and are obtained through self-collection, open-source channels, or purchased from third
parties. If the AI/ML models are incorrectly designed, the data we use to train them is incomplete,
inadequate, or biased in some way, or if we do not have sufficient rights to use the data on which
RISK FACTORS
–5 6–


--- page 66 ---
our AI/ML models rely, the performance of our products, services, and business, as well as our
reputation, could suffer or we could incur liability through the violation of laws, third-party privacy,
or other rights, or contracts to which we are a party.
If we are not successful in maintaining and expanding the compatibility of our products and
services with third-party products and services, our business, financial condition, and results
of operations could be adversely impacted.
The competitive position of our products and services depends in part on their ability to operate
with products and services of third parties. We intend to facilitate the compatibility of our products
and services with various third-party hardware, software, and infrastructure by maintaining and
expanding our business and technical relationships. Our ROSA, our developed robotics application
framework, can access mainstream IoT platforms to realize the interconnection between robots and
IoT devices. As we make our products and services available across a variety of IT systems and
devices, we depend on the compatibility of our products and services with mainstream devices and
IT systems that we do not control. For example, if a third-party were to develop software or services
that compete with ours, that provider may choose not to support one or more of our products and
services. In addition, in the future, one or more technology companies may choose not to support
the operation of their hardware, software, or infrastructure that our products and services are
compatible with, or our products and services may not support the capabilities needed to operate
with such hardware, software, or infrastructure. Any changes to technologies used in our products
and services to existing features that we rely on, or to IT systems which make it difficult for our
customers or end users to access our products or services, may make it more difficult for us to
maintain or increase our revenues. As a result, our business, financial condition, and results of
operations could be adversely impacted.
We rely on third party business partners in our business operations and we may experience
difficulties or suffer delay under such arrangements, and as a result out operations may be
materially and adversely affected.
We engage third party suppliers for certain materials and components, and outsource parts of our
production process and logistics to relevant service providers. Stable supply of such materials,
components and services, quality production, and smooth cooperation with such business partners
are crucial to our business operations. We may experience operational difficulties with our
suppliers, and business partners including but not limited to reduction in availability of production
capacity, failure to comply with our product specifications and services standards, insufficient
quality control and failure to meet the production schedules of our customers. Our suppliers may
also experience disruption in their operations due to various reasons such as breakdown of
machinery, shortage of materials, increase in operational costs, environmental non-compliance
issues or other similar problems. Further, we may not be able to renew contract arrangements with
our suppliers and may fail to find alternative suppliers in a timely manner. Any such failures or
delays in performance by our suppliers could materially and adversely affect our business and
financial results.
We entered into partnerships with certain business partners for joint research and
development projects and other initiatives. The termination of any collaboration with our
business partners may adversely affect our operations, revenue and profitability.
We entered into partnerships with certain business partners for joint research and development
projects and other initiatives. There can be no assurance that our business partners will continue to
collaborate with us on commercially reasonable terms or at all. We also cannot assure you that we
will be able to establish new business partner relationships, or extend existing relationships with our
business partners when our agreements with them expire. Furthermore, certain of our agreements
with our business partners may be terminated at will prior to their specified termination dates, our
business partners may alter the contract terms previously agreed between us, and our business
partners are under no obligation to continue our collaboration. If we are unable to maintain our
relationships with our key business partners, or any of our collaboration with our key business
partners are terminated, our operations, revenue and profitability could be materially and adversely
affected.
RISK FACTORS
–5 7–


--- page 67 ---
Our distributors may have unsatisfactory performance which is beyond our control and their
improper conduct or any changes in their business relationships with us may adversely affect
our business, financial conditions and results of operations.
For FY2020, FY2021, FY2022 and 6M2023, approximately 11.9%, 12.8%, 6.2% and 14.4% of our
revenue were generated from our distributors, respectively. As of December 31, 2020, 2021, 2022,
and June 30, 2023, we had 177, 163, 171 and 134 distributors (including both traditional distributors
and online/offline hybrid distributors), respectively. See “Business — Sales — Our sales network
— Distributors” for further details. We cannot assure you that our distributors will be successful in
marketing, selling and supporting our products and services. We cannot assure you that there will
be an appropriate inventory level of our products maintained by our distributors. Under-stocking
can lead to missed sales opportunities, while over-stocking could result in inventory depreciation,
decreased shelf space for stocks that are in higher demands, and return of unsold products to us from
certain of our traditional distributors and online/offline hybrid distributors (mainly including
e-commerce platforms, overseas distributors and overseas retailers which allow their customers to
purchase our products) pursuant to the relevant distributorship agreements. Furthermore, we cannot
assure you that our distributors will always be compliant with relevant laws, regulations or our
distributorship agreements. If our distributors improperly use our brands, products or intellectual
property rights, it could damage our reputation and brand image, undermine customers’ confidence
in us and reduce their long-term demands for our products. Our distributors may also subject us to
lawsuits, potential liability and reputational harm if they misrepresent the functionality of our
products and services to customers or violate laws or our corporate policies. In addition, it cannot
be certain that we will retain our existing distributors or that we will be able to secure additional
or substitutes for them. Our distributors may also devote more resources to the marketing, sales and
support of competitive products and services. All these could adversely affect our business,
financial conditions and results of operations.
The development of online sales and distribution network and marketing activities may not
meet expectations, or we may fail to manage the coordination of our offline and online sales
channels, which may adversely affect our operation results.
Our revenue generated by online sales channels had been growing during the Track Record Period
due to the increasing sales online. For FY2020, FY2021, FY2022 and 6M2023, revenue generated
from our online/offline hybrid distributors amounted to approximately RMB0.7 million, RMB7.0
million, RMB6.7 million and RMB11.7 million, respectively. However, as online and social media
platforms continue to grow in popularity, any significant growth in our sales through online sales
channels in the future may give rise to competition between offline and online sale channels. If we
fail to balance the marketing efforts or optimize product mix and pricing strategies among our
online and offline sales channels, or otherwise fail to effectively manage the integration of these
channels, the competition among these channels may adversely affect our business, financial
condition and results of operations.
We expect to further enhance our online strategies and increase sales from our online channels.
However, we may not be able to maintain a high growth rate of our online sales, and if we fail to
manage the continuous development of our online sales, our business, financial condition and
results of operations may be adversely affected.
Failure to manage our distributorship sales channel may give rise to potential cannibalization in the
future and adversely affect our business. For FY2020, FY2021, FY2022 and 6M2023, our sales to
traditional distributors constituted 11.8%, 12.0%, 5.5% and 9.9% of our revenue, respectively, while
sales through our online/offline hybrid distributors accounted 0.1%, 0.9%, 0.7% and 4.5% of our
revenue, respectively. Our online/offline hybrid distributors complement each other to enables us
to broaden our distribution network. See “Business — Sales — Our sales networks”. However, any
significant growth in our sales to certain distributors in the future, or changes to our distribution
network, may give rise to competition among our distributors and increase the risk of
cannibalization. If we fail to effectively manage our distribution network, the competition among
the distributors may adversely affect our business, financial condition and results of operations.
RISK FACTORS
–5 8–


--- page 68 ---
Our online sales depend on the proper operation of third-party online platforms and any
serious interruptions of these platforms could adversely affect our operations.
The development of sales through third-party online platforms is part of our business strategy. We
have launched profile pages and a sales channel on our third-party online platforms. However, we
do not have control over the operation of third-party online platforms and such platform may be
vulnerable to damage or interruptions such as power failure, computer viruses, acts of hacking,
vandalism and similar events. Any serious interruption or damage to the online platforms may have
an adverse effect on our business, financial condition and results of operations. There is no
assurance that our online sales strategy will be implemented in accordance with our plan or at all.
Any failure to offer high-quality maintenance and support services for our customers or end
users may harm our relationships with them and, consequently, our business.
As we continue to grow our operations and support our customer base, we need to be able to
continue to provide efficient support and effective maintenance that meets our customers’ needs at
scale. We may not be able to recruit or retain sufficient qualified support personnel with experiences
in supporting customers and end users of our products and services. As a result, we may be unable
to respond quickly enough to accommodate short-term increases in customer and end user demand
for technical support or maintenance assistance. We also may be unable to modify the future scope
and delivery of our maintenance services and technical support to compete with changes in the
technical services provided by our competitors.
If we experience increased customer and end user demand for support and maintenance, we may
face increased costs that may harm our results of operations. In particular, we may expand to
countries and regions where the costs of providing maintenance and support services are higher as
a result of more stringent consumer protection regulations and market practices. If we are unable
to provide efficient customer and end user maintenance and support, our business may be harmed.
Our ability to attract new customers is highly dependent on our business reputation and on positive
recommendations from our existing customers and end users. Any failure to maintain high-quality
maintenance and support services or a market perception that we do not maintain high-quality
maintenance and support services for our customers and end users, would harm our business.
Our exchange, return and warranty policies may adversely affect our results of operations.
For FY2020, FY2021, FY2022 and 6M2023, the total value of our product return amounted to
RMB26.4 million, RMB9.9 million, RMB4.4 million and RMB2.4 million, respectively, whereas
our warranty expenses amounted to approximately RMB7.3 million, RMB6.3 million, RMB6.7
million and RMB6.0 million in the corresponding years/period, respectively, of which the total
value of our product return due to (i) overstock of distributors amounted to RMB16.3 million,
RMB8.1 million, RMB3.0 million and RMB1.2 million, (ii) termination of distributorship
agreement amounted to RMB5.3 million, nil, nil and nil, (iii) return within a certain period of time
stipulated in our agreements amounted to RMB3.8 million, RMB1.1 million, RMB1.3 million and
RMB1.1 million, (iv) agreed amendments with customers in relation to purchase amount or
specification of products amounted to RMB0.9 million, RMB0.6 million, RMB28,000 and
RMB27,000 and (v) product quality amounted to RMB0.1 million, RMB0.1 million, RMB50,000
and RMB28,000, respectively. We recorded product return of RMB26.4 million in FY2020 mainly
because of (i) certain traditional distributors and online/offline hybrid distributors (mainly
including e-commerce platforms, an overseas household supplies and hardware distributor and
established overseas retailers which operate multiple chain stores in the United States) were unable
to sell the products, mainly consumer-level robots and other hardware devices such as Jimu series
(non-education) robots and accessories and movie licensed robots, due to lowered market demand
during the COVID-19 outbreak, and they returned overstocked products to us; and (ii) product
return from a traditional distributor from overseas upon the termination of our exclusive
distributorship agreement in 2018 due to its failure in achieving the minimum purchase amount
pursuant to the aforementioned agreement. Our policy generally allows products with defects to be
returned and exchanged by our customers, and we typically offer a limited warranty for our products
and services. We also allow return and exchange of products sold to distributors that (i) are
RISK FACTORS
–5 9–


--- page 69 ---
defective, (ii) do not conform to agreed specifications or to samples and (iii) are subject to the
termination of cooperation with distributors. For certain traditional distributors and online/offline
hybrid distributors (mainly including e-commerce platforms, overseas distributors and overseas
retailers), we also allow the return and exchange of products that are (i) overstocked; and/or (ii)
returned by retail customers to our distributors (mainly including e-commerce platforms, overseas
distributors and overseas retailers) in accordance with the unconditional right to return within a
certain period of time granted by our distributors. We may be required by law to adopt new or
amend existing return, exchange and warranty policies from time to time. While these policies
improve user experience of our products and services and help to acquire and retain customers and
end-users, we will incur higher costs associated with return, exchange and warranties if we
experience any deterioration in the quality of our products and services, and we may be subject to
additional costs and expenses which we may not recoup. We cannot assure you that our return,
exchange and warranty policies will not be misused by our customers and end-users, which may
significantly increase our costs and may adversely impact our business and results of operations. If
we revise these policies to reduce our costs and expenses, our customers and end-users may be
dissatisfied, which may result in loss of existing customers and end-users or failure to acquire new
customers and end-users at a desirable pace, which may materially and adversely affect our results
of operations.
We may be subject to product liability claims if people or properties are harmed by the
products and services we sell.
We cannot assure you that our quality control measures will be as effective as we expect. We may
face the risk of significant monetary exposure to claims if we fail to implement and maintain our
quality control steps and our products and services do not perform as expected or contain design
and/or manufacturing defects or malfunctions.
If our smart service robotic products and services are defective, the sale of such products and
services could expose us to product liability claims relating to personal injury or property damage
and may require product and services recalls or other actions. Third parties who are subject to such
injury or damage may bring claims or legal proceedings against us as the seller of the products and
services. Certain product liability claims may be the result of defects from components and parts
purchased from our suppliers. Attempting to enforce our rights against such suppliers and
manufacturers may be expensive, time-consuming and ultimately futile. Such suppliers and
manufacturers may not be able to indemnify us for the losses resulting from such defects and
product liability claims in full or at all. Further, our insurance coverage might be insufficient to
fully cover all damages sought and the claiming process might be prolonged. As a result, any
material product liability claim or litigation could result in the expenditure of funds and managerial
efforts in defending them and could have a negative impact on our reputation. Further, a product
liability claim could generate substantial negative publicity about our products, services and brand,
which would have a material adverse effect on our business prospects and financial condition.
If we fail to obtain or maintain the requisite licenses, permits, certificates and approvals
required under the regulatory environment applicable to our business in any jurisdiction
where we operate, or if it is time-consuming or costly to obtain or maintain such licenses,
permits, certificates and approvals, our business, financial condition and results of operations
may be materially and adversely affected.
The smart service robotic products and services industry and the industry sectors in which we
provide our products and services, including education, logistics, general service and wellness and
elderly care, are subject to the regulatory oversight of a number of governmental authorities,
including but not limited to the Ministry of Industry and Information Technology of China.
There is no assurance that we can successfully update or renew the licenses, permits, certificates
and approvals required for our business in a timely manner or at all, or that these licenses, permits,
certificates and approvals are sufficient to conduct all of our present or future business. There are
uncertainties regarding the interpretation and implementation of existing and future laws and
RISK FACTORS
–6 0–


--- page 70 ---
regulations governing our business activities. If we fail to complete, obtain or maintain any of the
required licenses, permits, certificates and approvals or make the necessary filings, we may be
subject to various penalties, such as imposition of fines and the discontinuation or restriction of our
operations. Any such penalties may disrupt our business operations and materially and adversely
affect our business, financial condition and results of operations.
Our leased property interests in the PRC may be Title defective .
As of the Latest Practicable Date, the lessors of four of our lease properties in the PRC cannot
provide us with the valid immovable property ownership certificates (ࣣIn relation to
the Title Defects, as advised by our PRC Legal Adviser, as a result of the Title Defects, (i) it is the
relevant lessors’ responsibility to comply with the relevant requirements and to obtain the relevant
ownership certificates; (ii) in case the relevant lessors do not own the leased properties, do not have
the consent from the owner of the leased properties, or unable to prove that the construction of the
leased properties has been approved by the relevant competent authorities, the relevant lease
agreements may be deemed invalid and we may be required to vacate from such leased properties;
and (iii) there is a risk that the usage of three of the leased properties may be inconsistent with the
permitted usage, for which we may be subject to fines, and unable to continue using the leased
properties if the lessors are ordered to return the properties by the relevant competent authorities.
We may experience disruptions and delays in local and global supply chain and logistics,
which could have material and adverse impact on our business operation.
We conduct self-production processes for some of our smart service robots and core components of
our products that involve manufacturing technology, mainly including servo actuators, Jimu series,
uKit, humanoid Y anshee, Cruzr, AIMBOT, ADIBOT, AMRs and A TRIS. As of the Latest Practicable
Date, we had eight production facilities in total, seven of which were in operation. We also leverage
contract manufacturers to produce certain smart service robots and other hardware devices to
enterprise-level customers and individual consumers, mainly including humanoid Alpha Mini and
smart robotic appliances, to maximize the utilization of our resources. Further, we operate our
warehouses for storing semi-finished and finished products and certain components and raw
materials, and we engage third-party logistics service providers for the delivery of our products and
services.
We rely on the timely supply of our raw materials in order to carry out our production plans as
scheduled. Any delays or disruptions in raw material supplies from our suppliers, may have a
material and adverse impact on our ability to meet the market demands and our marketing and sale
of our products and services. In addition, any natural or man-made disasters or other unanticipated
catastrophic events, including adverse weather, fires, technical or mechanical difficulties, storms,
explosions, earthquakes, strikes, acts of terrorism, wars and outbreaks of pandemics could disrupt
our transportation channels and impair the operations of our suppliers, and impede our ability to
manufacture and deliver our products to customers in a timely manner. The delivery of (i) certain
components to us and (ii) our products and services to certain customers have experienced delays
of more than one month. The additional fees in relation to logistics services incurred as a result of
the COVID-19 outbreak in FY2021 and FY2022 amounted to approximately RMB5.0 million. Any
disruption or delay in our production and product and services delivery in the future could have an
adverse impact on our ability to produce sufficient quantities of products and our ability to meet the
needs of our customers. In such cases, our business, financial condition, results of operations and
prospects could be materially and adversely affected.
RISK FACTORS
–6 1–


--- page 71 ---
Any unexpected disruption at our production facilities could materially and adversely affect
our business, financial condition and results of operations.
Our ability to meet the demand of our customers and grow our business relies on the efficient,
proper and uninterrupted operation of our production plan and a constant and sufficient supply of
utilities. In the event of earthquake, fire, drought, flood or other natural disaster, political
instability, riot or civil unrest, extended outage of critical utilities or transportation systems,
terrorist attack or other events that limit or disrupt our ability to operate our production facilities,
we may experience substantial losses, including loss of revenue from disrupted production. We may
also need to incur substantial additional expenses, exceeding our insurance coverage to repair or
replace any damaged equipment or facility. In addition, our ability to manufacture and supply
products and our ability to meet our delivery obligations to our customers would be significantly
disrupted and our relationships with our customers could be damaged, which could have a material
and adverse effect on our business, financial condition and results of operations.
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 and adapt our existing technology infrastructure.
Our technology infrastructure may encounter disruptions or other outages caused by problems or
defects in our own technologies and systems, such as malfunctions in software or network overload.
Our technology infrastructure may be vulnerable to damage or interruption caused by
telecommunication failures, power loss, human error, cyber attacks or other accidents. Despite any
precautionary measures we may take, the occurrence of unanticipated problems that affect our
technology infrastructure could result in interruptions in the availability of our products and
services. There is no assurance that we can respond to such interruptions in a timely manner, or at
all. Such interruptions may affect the ability of customers to use cloud-based features of our
products and services, which would damage our reputation, reduce our future revenues, harm our
future profits, subject us to regulatory scrutiny and lead our customers and end-users to seek
alternative products and services.
Furthermore, our technology infrastructure is also vulnerable to damages from fires, floods,
earthquakes and other natural disasters, power loss and telecommunication failures. Any network
interruption or inadequacy that causes interruptions to our operations, or failure to maintain the
network and server or solve such problems in a timely manner, could reduce our customer and user
satisfaction, which in turn could adversely affect our reputation, business and financial condition.
Our production process relies on components and raw materials that may be subject to price
fluctuations or shortages.
We develop, assemble and produce a substantial amount of smart service robotic products and
certain components at our in-house facilities, and we purchase certain materials and components for
our smart service robotic products. The key components for our smart service robotic products,
among others, include processors, sensors, chips, batteries and cameras, which may be subject to
price fluctuations or shortages. For example, chips are critical component of our production as it
determines the efficiency of the device. Semi-conductors are also crucial elements in the production
of many of our smart service robotic products. Any chips or semi-conductors shortage in the entire
robotics industry and other sectors may lead to an increase in purchase price of chips and disruption
in the supply of such key components for our production process.
Further, any export restrictions imposed by the U.S. government in relation to chips or
semi-conductors may create further tension in chips supply in the robotics industry and other sectors
in the PRC. We may not be able to obtain adequate replacement parts for our existing production
process or to obtain additional chips on a timely basis, or at all, or we may only be able to purchase
chips at premium prices. Such events could have a material adverse effect on our ability to pursue
our strategy, which could have a material adverse effect on our business and the value of our
securities.
RISK FACTORS
–6 2–


--- page 72 ---
Our operations may be subject to transfer pricing adjustments by competent authorities.
Our operations may be subject to transfer pricing adjustments by competent authorities. We have
certain intra-group transactions among our subsidiaries in the PRC, United States, and Hong Kong
that may be subject to audit or challenge by the relevant tax authorities. Such intra-group
transactions can be categorized into: (i) intercompany buy-sell transactions: our cross-border
intercompany buy-sell transactions include (a) U&ME Innovation Technology Company Limited
purchased certain products from our domestic related parties and onwards sold to 3rd party
distributors and customers, (b) UBTech Robotics Limited (“ UBTECH-HK ”) purchased products
from the our domestic related parties, (c) UBTech Robotics Corp purchased certain products from
UBTECH-HK and our domestic related parties for the US local market distribution, and (iv)
UBTECH-HK sold the remaining products to the 3rd party distributors and customers in the rest of
the world. In FY2020, FY2021, FY2022 and 6M2023, the cross-border intercompany buy-sell
transaction amounts amounted to RMB33.7 million, RMB66.2 million, RMB81.1 million and
RMB70.9 million, respectively; and (ii) R&D collaboration: such transactions consist of contract
R&D services rendered by UBTECH North America Research and Development Center Corp
(“UBTECH-R&D ”) and Futronics (NA) Corporation (“ FUTRON-R&D ”) to UBTECH
ROBOTICS CORP LTD (“ UBTECH-SZ ”). Functioned as our IP economic owner, UBTECH-SZ
leads our R&D by setting overall R&D policy and protocols, conducting significant R&D activities
by its in-house team of employees, and subcontracting part of the work to UBTECH-R&D and
FUTRON-R&D. Both entities have been providing contract R&D services to UBTECH-SZ, with the
focused areas on wellness and elderly care smart robotic products and services. As per the relevant
intercompany agreements, upon the confirmation by UBTECH-SZ on the delivery of UBTECH-
R&D and FUTRON-R&D, the intercompany R&D services fees would be arranged, to compensate
all the relevant costs incurred by UBTECH-R&D and FUTRON-R&D with an additional 10%
mark-up. In FY2020, FY2021, FY2022 and 6M2023, the intercompany R&D services transaction
amounts amounted to RMB64.8 million, RMB68.0 million, RMB52.2 million and RMB17.6
million, respectively. See “Business — Transfer Pricing Arrangements” for details.
As such, we could face adverse tax consequences if the relevant tax authorities determine that some
of our intra-group transactions do not represent arm’s-length negotiations and consequently adjust
any of those entities’ income in the form of a transfer pricing adjustment. A transfer pricing
adjustment could, among other things, increase our tax liabilities. If we fail to rectify such incident
within the limited timeframe required by the relevant tax authorities, the relevant tax authorities
may impose late payment interest or surcharge and other penalties on us for any unpaid taxes. In
addition, a transfer pricing arrangement may give rise to tax recoverable in certain jurisdictions as
a result of tax adjustments. There is no assurance that we could successfully recover the tax
recoverable from the relevant tax authorities. Our business, financial condition and results of
operation may therefore be materially and adversely affected.
Further, we expect that the transfer pricing arrangements will continue in the foreseeable future and
we will determine transfer pricing arrangements that we believe to be the same as that transacted
with unrelated third parties on an arms’ length basis. However, there is no assurance that tax
authorities would share the same view, or such laws and regulations will not be modified. In the
event that an authority of any relevant jurisdiction determines that such intra-group transactions
were not on an arm’s length basis that affect taxable income, such authority could require our
relevant subsidiaries to re-determine the transfer prices and thereby adjust revenue, deduct costs and
expenses or adjust taxable income of the relevant subsidiary in order to accurately reflect the
taxable income. Any such adjustment could result in higher overall tax liability for us, which may
adversely affect our business, financial condition and results of operations.
RISK FACTORS
–6 3–


--- page 73 ---
We are exposed to risks associated with conducting business internationally and will continue
to be subject to such risks when we expand our business overseas.
During the Track Record Period, we sold our products and services to overseas countries including
but not limited to the U.S., Japan, Belgium and Thailand. During the Track Record Period, our
overseas sales accounted for amounted to approximately RMB57.4 million, RMB63.4 million,
RMB131.0 million and RMB69.8 million, representing approximately 7.8%, 7.8%, 13.0% and
26.7% of our total revenue. We may be subject to the following risks:
 challenges in providing products, services and support, in recruiting personnel in international
markets, and in managing sales channels and distribution networks effectively;
 revenue fluctuation from period to period in the future due to unfavorable market conditions,
intensified competition, unattractive products and services, downward pressure on our selling
price and any other inherent risks associated with our international business operations;
 challenges in commercializing our products in new markets where we have limited experience
with the local market dynamics and no existing or developed sales, distribution and marketing
infrastructure;
 difficulties in dealing with regulatory regimes, regulatory bodies and government policies
with which we may be unfamiliar, in order to obtain permits, licenses and approvals necessary
to manufacture or import, market and sell products in or to various jurisdictions;
 potentially reduced protection for our intellectual property rights and potential breach of
third-party intellectual rights;
 differences in accounting treatment in different jurisdictions, potential adverse tax
implications and foreign exchange losses;
 inability to effectively enforce contractual or legal rights; and
 changes in laws, regulations and policies as well as political, economic and market instability
or civil unrest in the relevant jurisdictions.
If we are unable to effectively avoid or mitigate these risks, our ability to expand in international
markets will be impaired, or our international business may not be able to achieve or sustain
profitability, which could have a material and adverse effect on our business, financial condition,
results of operations and prospects.
Further, we expect that the transfer pricing arrangements will continue in the foreseeable future and
we will determine transfer pricing arrangement that we believe to be the same as that transacted
with unrelated third parties on an arms’ length basis. However, there is no assurance that tax
authorities would share the same view, or such laws and regulations will not be modified. In the
event that an authority of any relevant jurisdiction determines that such intra-group transactions
were not on an arm’s length basis that affect taxable income, such authority could require our
relevant subsidiaries to re-determine the transfer prices and thereby adjust revenue, deduct costs and
expenses or adjust taxable income of the relevant subsidiary in order to accurately reflect the
taxable income. Any such adjustment could result in higher overall tax liability for us, which may
adversely affect our business, financial condition and results of operations.
We face risks associated with our investments, including exposure to fair value changes of
financial assets at fair value through profit or loss and financial assets at fair value through
other comprehensive income and valuation uncertainty due to the use of unobservable inputs
that require judgment and assumptions which are inherently uncertain.
We currently invest a portion of our capital in investments. During the Track Record Period, we had
invested in wealth management products and unlisted equity measured at fair value through profit
or loss and at fair value through other comprehensive income. The fair value estimates of financial
assets at fair value through profit or loss (wealth management products) are included in level 2,
where the fair values have been determined based on observable inputs other than quoted prices.
The fair value estimations of financial assets at fair value through other comprehensive income
RISK FACTORS
–6 4–


--- page 74 ---
(unlisted entities) are included in level 3, where the fair values have been determined based on
unobservable inputs. We classified our wealth management products and unlisted equity as financial
assets at fair value through profit or loss and financial assets at fair value through other
comprehensive income of which no quoted prices in an active market exist. As of June 30, 2023,
our (i) financial assets at fair value through profit or loss and (ii) financial assets at fair value
through other comprehensive income amounted to nil and RMB5.4 million, respectively. The fair
values of the financial assets at fair value through other comprehensive income within level 3 of fair
value measurement is established by using different valuation techniques which include some
inputs. For the loan and interest receivable, our management used discounted cash flow as the
valuation technique and the significant unobservable input was discount rate. The fair value change
of financial assets at fair value through profit or loss and financial assets at fair value through other
comprehensive income may significantly affect our financial position and results of operations.
Accordingly, such determination requires us to make significant estimates, which may be subject to
material changes, and therefore inherently involves a certain degree of uncertainty. Factors beyond
our control can significantly influence and cause adverse changes to the estimates we use and
thereby affect the fair value of such financial assets. These factors include, but are not limited to,
general economic condition, changes in market interest rates and the stability of capital markets.
Any of these factors, as well as others, could cause our estimates to vary from actual results, which
could materially and adversely affect our results of operation and financial condition. In addition,
the process for determining whether an impairment of financial asset is other-than-temporary
usually requires complex and subjective judgments, which could subsequently prove to have been
wrong.
Furthermore, our investments may earn yields substantially lower than anticipated, and the fair
values of our investments may fluctuate significantly, which contribute to the uncertainties in
valuation. Any failure to realize the benefits we expected from these investments may materially
and adversely affect our business and financial results. During the Track Record Period, we had
investment holding in one company as of December 31, 2020 and two companies as of December
31, 2021 and 2022 and as of June 30, 2023 and, respectively, in order to open up new markets for
our business. During FY2021, there was a decrease in fair value of RMB7.0 million resulting from
decrease in business enterprise value of such investments and the disposal of the investment in a
company with a cost of RMB4.0 million, whereas there was an increase in fair value of RMB1.6
million from the increase in business enterprise value of such investments during FY2022. Our
financial assets at fair value through other comprehensive income then remained relatively stable
at RMB5.4 million as of June 30, 2023. Any change in securities prices and market conditions could
lead to volatility in the fair values of our financial assets at fair value through profit or loss and
financial assets at fair value through other comprehensive income, which could further impact our
financial condition and results of operations and may also impact our ability to dispose of these
financial instruments at favorable prices.
If we are unable to manage our inventory risks efficiently or the proportions and amount of
our provision for inventories further increase, our financial and results of operations may be
adversely affected.
We had inventories of RMB412.8 million, RMB426.1 million, RMB332.7 million, and RMB416.5
million as of December 31, 2020, 2021, 2022, and June 30, 2023, respectively. Our Group had net
write-down of inventories recorded in profit and loss account of RMB12.6 million, RMB1.2
million, RMB70.6 million, and RMB2.0 million in FY2020, FY2021, FY2022 and 6M2023,
respectively. According to Frost & Sullivan, the smart service robotic products and services
industry in China and the rest of the world is characterized by evolving technologies, products and
services and infrastructures, increasing competition, changing government regulations and industry
standards, and changing market demands. As such, our smart service robotic products and services
may have a short product life cycle and are subject to fast-changing product trends and constantly
evolving technologies.
RISK FACTORS
–6 5–


--- page 75 ---
We cannot assure you that our inventories will not be damaged or impaired, as our storage may
encounter unforeseeable events. As such, failure to manage our inventories effectively may
adversely affect our financial condition and results of operations. In addition, our inventories are
subject to impairment if their net realizable value falls before we sell them. With the development
of the smart service robotic products and services industry and according to our business scale
expansion, aging of inventory balance, adjustment of subsidy policy and upgrading and iteration of
our products, the amount and proportion of our provision of the inventories may further increase,
which may have an adverse impact on our financial and results of operations.
If we are unable to perform our contracts, our results of operations and financial condition
may be adversely affected.
Contract liabilities represented receipt in advance for our products. Our contract liabilities
amounted to RMB91.1 million, RMB144.2 million, RMB84.5 million and RMB127.1 million as of
December 31, 2020, 2021, 2022, and June 30, 2023, respectively. If we fail to honor our obligations
under our contracts with our customers, we may not be able to convert such contract liabilities into
revenue, and our customers may also require us to refund the receipt in advance for our products
that they have made, which may in turn adversely affect our liquidity position and financial
condition. In addition, if we fail to honor our obligations under our contracts with our customers,
it may also adversely affect our relationship with such customers, which may in turn affect our
results of operations in the future.
We have incurred net current liabilities in the past, which we may experience in the future.
We have incurred net current liabilities in the past. We had net current liabilities of RMB83.3
million as of December 31, 2021. Our Group’s net current assets decreased from RMB281.9 million
as of December 31, 2020 to net current liabilities of RMB83.3 million as of December 31, 2021.
The decrease was primarily due to (i) decrease in cash and cash equivalents of RMB348.7 million
mainly to support daily operation and purchase of property, plant and equipment; (ii) increase in
trade payables of RMB170.1 million due to increase in procurement of sub-contracting services;
(iii) increase in other payables and accruals of RMB97.8 million; and (iv) increase in current
portion of borrowings of RMB75.7 million. The decrease was partially offset by the (i) increase in
trade receivables of RMB231.5 million due to the increase in revenue from logistics and education
smart robotic products and services in the fourth quarter of the year; and (ii) increase in
prepayments, deposits and other receivables of RMB100.9 million.
Net current liabilities expose us to liquidity risk. Payment of trade and other payables, our capital
expenditure plans and the repayment of our outstanding debt obligations as and when they become
due will primarily depend on our ability to maintain adequate cash generated from operating
activities and adequate external financing. In addition, if we encounter any liquidity issues in the
future, we may curtail or defer our business expansion plans based on the availability of sufficient
funds. If we have net current liabilities in the future, our working capital for operations or business
expansion plans could be limited and our business, financial position and results of operations could
be materially and adversely affected.
We may be exposed to higher accounts receivables risks and credit risks of our customers as
we continue to expand our business.
Our sales to our customers are mainly made on credit with a general credit terms within 12 months.
As of December 31, 2020, 2021, 2022, and June 30, 2023, we recorded gross trade receivables of
RMB180.2 million, RMB418.7 million, RMB751.7 million, and RMB759.9 million, respectively,
and such figures may further increase in the future, whilst we have allowance for impairment for
trade receivables of RMB43.5 million, RMB50.5 million, RMB89.6 million and RMB97.6 million
as of the same date, respectively. If our customers delay in or default on their payments, we may
have to make additional provision for impairment, write off the relevant receivables and/or incur
substantial legal costs to recover the outstanding balance, which may in turn materially and
adversely affect our financial condition, results of operations and business prospects.
RISK FACTORS
–6 6–


--- page 76 ---
We are dependent on bank loans to our Group that involve a guarantee provided by one of our
Controlling Shareholders.
During the Track Record Period, we relied on bank loans to our Group that involve a guarantee
provided by one of our Controlling Shareholders to fund our business operations. As of December
31, 2020, 2021, 2022, and June 30, 2023, our Group’s bank loans of nil, RMB306.9 million,
RMB298.2 million and RMB601.9 million, respectively, were guaranteed by Mr. Zhou Jian. See
note 41 of “Appendix I – Accountant’s Report” and “Relationship with Our Controlling
Shareholders – Independence from Our Controlling Shareholders – (iii) Financial independence”
for details. There is no assurance that we will be able to satisfy all covenants under relevant bank
loan agreements and/or obtain the financing on terms acceptable and/or on a timely basis in the
future, or at all. Further, there is no assurance that we will have sufficient cash from other sources
to fund our operations. If we are unable to obtain or refinance our debt, our business, prospects,
cash flows, financial condition and results of operations could be adversely affected.
Our business strategies require a significant amount of capital. If we fail to obtain sufficient
financing to support our business development, our business operation, financial condition,
and prospects may be materially and adversely affected.
Our business and future strategy are capital intensive and require substantial investments in, among
other things, R&D, increasing the production capability and products promotion and marketing. As
we increase our production capacity and operations, we may also require significant capital to
maintain our property, plant and equipment and such costs may be greater than anticipated. We
expect that our level of capital expenditures will be significantly affected by user demand for our
products. Our future capital requirements may be uncertain and actual capital requirements may be
different from those we currently anticipate. We may seek equity or debt financing to finance a
portion of our capital expenditures. If we fail to obtain sufficient capital in a timely manner or on
acceptable terms, or at all, we may be required to significantly reduce our spending, delay or cancel
our planned activities, or substantially change our corporate strategy, which may materially and
adversely affect our business, financial condition, and prospects.
In addition, our future capital needs and other business reasons could require us to issue additional
equity or debt securities or obtain a credit facility. The issuance of additional equity or equity-linked
securities could dilute our shareholders and decrease the dividend per share. The incurrence of
indebtedness would result in an increase in debt service obligations and could result in operating
and financing covenants that would restrict our operations or our ability to pay dividends to our
shareholders.
If we fail to comply with various environmental and fire safety related laws and regulations,
we may be subject to fines and penalties.
We are subject to national and local environmental protection and fire safety related laws and
regulations applicable to us in China including but not limited to the Administration Rules on
Environmental Protection of Construction Projects (ᚐ၍ଣૢԷ), the
Environmental Impact Appraisal Law of PRC (), Pollutant
Discharge Permit Administrative Regulations ( રϮ஢̙၍ଣૢԷ) and Fire Prevention Law of
the PRC ().
If we fail to comply with the relevant environmental and fire safety related laws and regulations,
we may be liable for correction, fines or penalties or also be ordered to suspend or terminate the
construction if such non-compliance causes material environment pollution or ecological damage.
If any of such penalties are imposed on us, our operations could be materially and adversely
affected and we will incur significant costs which will negatively impact our financial performance.
We cannot assure you that we will be able to obtain all the regulatory approvals for our production
lines and factories construction projects in a timely manner, or at all. Delays or failures in obtaining
all the requisite regulatory approvals of such facilities may affect our abilities to develop,
manufacture and commercialize our products as we plan.
RISK FACTORS
–6 7–


--- page 77 ---
Our risk management and internal control systems may not be adequate or effective.
We seek to improve and update our risk management and internal control systems on a regular basis.
Please see “Business — Risk Management and Internal Control” for details. However, there is no
assurance that they will be effective in safeguarding our risk management and internal control
functions and fulfilling their purposes by ensuring, among other things, accurate reporting of our
financial results and the prevention of fraud. Since our risk management and internal control
systems depend on effective implementation by our employees, and even though we provide
relevant internal trainings in this regard, we cannot assure you that our employees are sufficiently
or fully trained to implement these systems, or that their implementation will be free from error or
mistakes. If we fail to timely update, implement, and modify, or fail to deploy sufficient human
resources to maintain our risk management policies and internal control procedures, our business,
financial condition, results of operations and prospects could be materially and adversely affected.
Further, there can be no assurance that our employees will not engage in misconducts or omissions
that could materially and adversely affect our business, financial condition and results of
operations. In addition, although we maintain strict standards in choosing our business partners,
there is no assurance that our business partners will not engage in misconducts or omissions. Any
misconduct by our business partners may affect our operations and reputation, which may in turn
affect our business, results of operations and financial condition.
We may be involved in legal proceedings and commercial disputes, which could materially
affect on our business, financial condition and results of operations.
We may be subject to claims and various legal and administrative proceedings from time to time,
and new claims may arise in the future. In addition, agreements entered into by us sometimes
include indemnification provisions which may subject us to costs and damages in the event of a
claim against an indemnified third party.
Regardless of the merit of particular claims, legal and administrative proceedings, such as
litigations, injunctions and governmental investigations, may be expensive, time-consuming or
disruptive to our operations and distracting to management. In recognition of these considerations,
we may enter into new or further licensing agreements or other arrangements to settle litigation and
resolve such disputes. No assurance can be given that such agreements can be obtained on
acceptable terms or that litigation will not occur. These agreements may also significantly increase
our operating expenses.
New legal or administrative proceedings and claims may arise in the future. If one or more legal
or administrative matters are resolved against us or an indemnified third party for amounts in excess
of our management’s expectations or certain injunctions are granted to prevent us from using certain
technologies in our products and services, our business and financial conditions could be materially
and adversely affected. Further, such an outcome could result in significant compensatory or
punitive monetary damages, disgorgement of revenue or profits, remedial corporate measures,
injunctive relief or specific performance against us that could materially and adversely affect our
financial condition and operating results.
In particular, during the Track Record Period, our Group has entered into contracts with certain
customers whereby we are required to deliver our products and services to their own customers who
are the end-users. Regarding such arrangements, we could not guarantee that the end-users are fully
aware of and have properly authorized our customers to enter into such arrangements with our
Group. In particular, disputes and litigations may arise in relation to the enforceability and
performance of the relevant contracts which may result in disruptions, suspensions or termination
of the contractual relationships and expose our Group to civil liabilities such as compensation and
penalties. In addition, we may also incur significant legal costs in handling such disputes and
litigations. As such, the occurrence of such disputes and litigations could adversely affect our
business, results of operations and financial condition.
RISK FACTORS
–6 8–


--- page 78 ---
The PRC Labor Contract Law, any labor shortages, increased labor cost or other factors
affecting our labor force may adversely affect our business, profitability and reputation.
Pursuant to the PRC Labor Contract Law (جor the Labor Contract Law,
which took effect in January 2008 and was revised in December 2012, and its implementation rules
which took effect in September 2008, employers are subject to strict requirements in terms of
signing labor contracts, minimum wages, paying remuneration, determining the term of employees’
probation and unilaterally terminating labor contracts. Compliance with the Labor Contract Law
and its implementation rules may increase our operating expenses, in particular our personnel
expenses. In the event that we decide to dismiss some of our employees or otherwise change our
employment or labor practices, the PRC Labor Contract Law and its implementation rules may also
limit our ability to effect those changes in a cost-effective manner, which could adversely affect our
business and results of operations.
As the interpretation and implementation of labor-related laws and regulations are still evolving, we
cannot assure you that our employment practice policy and insurance policy will at all times be
deemed to be in full compliance with labor-related laws and regulations in China, which may
subject us to labor disputes, fines or government investigations. If we are deemed to have violated
relevant labor-related laws and regulations, we could be required to provide additional
compensation to our employees and our business, financial condition and results of operations could
be materially and adversely affected.
Besides, China’s economy has experienced increases in labor costs in recent years. As China’s
economy continues to grow, the average wages in China are also expected to grow. We expect that
our staff costs, including wages and employee benefits, will continue to increase. Unless we are able
to pass on the increased staff costs to our customers by raising the price of our products and
services, our profit margin may shrink and our results of operations may be materially and adversely
affected.
Our leased property interests in the PRC are subject to Usage Defects and we may face
penalties from the relevant competent authorities.
During the Track Record Period, six of our leased properties were subject to inconsistency with the
permitted usage (the “ Usage Defects ”).
As advised by our PRC Legal Adviser, in accordance the PRC laws and regulations, the Usage
Defects may affect the validity or enforceability of the relevant lease agreements, and we may be
subject to administrative penalties by the relevant competent authorities, including fines and being
required to vacate the leased properties. Even though (i) we no longer leased the Chongqing Leased
Property and Guizhou Leased Property, and (ii) Kunming Leased Property is now used as office
(including research and development) premise which is consistent with the permitted usage,
considering the rectifications of the relevant Usage Defects were carried out within the two-year
period prior to the Latest Practicable Date, we are still subject to the risk of administrative penalties
in respect of such historical defects. Under the PRC laws and regulations, the aggregate maximum
fine which our Group may be subject to in respect of all the above mentioned Usage Defects is
approximately RMB7.0 million. See “Business — Non-compliance matters — 1. Inconsistency with
permitted usage of certain leased properties” for details. We cannot assure you that we would not
be subject to any penalties and/or requests for the non-compliances in the future, any of which may
incur additional expenses and adversely affect our business and financial condition.
We may be subject to fines or penalties as a result of our failure to commence constructions
in respect to our owned properties in the PRC.
During the Track Record Period and up to the Latest Practicable Date, in respect of four of our
owned properties in the PRC, we had failed to commence constructions on such owned properties
before the date prescribed under the relevant land use right grant contracts. As advised by our PRC
Legal Adviser, we may be subject to (i) warning and fines in respect of three of the owned properties
located in Kunming, Shenzhen and Hangzhou respectively (“ Kunming Owned Property 1 ”,
RISK FACTORS
–6 9–


--- page 79 ---
“Shenzhen Owned Property ”, and “ Hangzhou Owned Property ”) as we have commenced
constructions within one year after the prescribed dates; and (ii) warning, land idle fee of up to
RMB6.1 million and fines in respect of one of the owned properties (the “ Kunming Owned
Property 2 ”) as we have commenced constructions more than two years after the prescribed date.
See “Business — Non-compliance matters — 2. Delays in commencement of constructions on
certain owned properties” for further details.
Furthermore, pursuant to the abovementioned owned properties, we have entered into land grant
contracts ( ਷ϞɺήԴ͜ᛆ̈ᜫΥΝ) with the government authorities, if we fail to develop a
property project according to the terms of the land grant contract ( ਷ϞɺήԴ͜ᛆ̈ᜫΥΝ),
including those relating to the time for commencement and completion of the property
development, government authorities may issue a warning, have a claim of liquidated damages from
us, impose a penalty and/or order us to forfeit the land.
We cannot assure you that we will be able to fully comply with the obligations under applicable
PRC laws and regulations in the future including delays in the commencement of construction or
that our developments will not be subject to idle land penalties or taken back by the PRC
Government as a result of such delays. The imposition of land penalties could have a material and
adverse effect on our business, results of operations and financial condition. If any of our land is
reclaimed by the PRC Government, we would also lose our prior investments in the development,
including land premiums paid and costs incurred prior to the reclamation in connection with the
land.
We may be subject to fines and penalties as a result of our non-compliance with certain PRC
laws and regulations regarding the social insurance and housing provident fund during the
Track Record Period.
Pursuant to the relevant PRC laws and regulations, employers in the PRC are required to make
social insurance and housing provident fund contributions for their employees, and entities failing
to make such contributions may be ordered to settle the outstanding contributions within a
prescribed time limit and subject to late payments or fines. During the Track Record Period, we
have not fully made social insurance and housing provident fund contribution for our PRC
employees as required under the relevant PRC laws and regulations. During the Track Record
Period and up to the Latest Practicable Date, we had not received any orders or demands from the
relevant government authorities requesting us to pay the shortfall in social insurance or housing
provident fund contributions or any penalties and there had been no complaints from our Group’s
employees regarding the non-compliance of social insurance and housing provident fund
contributions. We estimate that in the event that we are ordered to make up for our outstanding
contributions during the Track Record Period, the maximum late payment fee would be
approximately RMB9.9 million. We have made full provisions for the outstanding contributions in
our consolidated financial statements in the amount of RMB3.0 million, RMB3.9 million, RMB4.1
million and RMB0.8 million for FY2020, FY2021, FY2022 and 6M2023, respectively. See
“Business — Non-compliance matters — 3. Failure to make full contributions to social insurance
and housing provident funds and the use of third parties to pay the contributions” for further details.
According to the relevant social insurance laws and regulations of the PRC, we may be required by
the relevant government authority to make up the outstanding social insurance contribution with an
additional late payment fee at a daily rate of 0.05% of the outstanding contribution from the due
date within a given period, and if we fail to do so, we may be subject to a fine ranging from one
to three times of the total amount of the outstanding contribution. According to the relevant housing
provident funds laws and regulations of the PRC, we may be ordered by the relevant government
authority to make up the outstanding contributions within the prescribed time limit, and failing
which we may be subject to a fine from RMB10,000 to RMB50,000.
Furthermore, we have engaged certain third party agencies to make social insurance and housing
provident funds contributions on behalf of us during the Track Record Period, which amounted to
RMB1.4 million, RMB1.8 million, RMB1.6 million and RMB0.9 million in FY2020, FY2021,
RISK FACTORS
–7 0–


--- page 80 ---
FY2022 and 6M2023, respectively, representing approximately 1.83%, 1.67%, 1.44% and 1.73% of
our total social insurance and housing provident funds contributions during the corresponding
years/period. As of Latest Practicable Date, the number of employees for which we engaged
third-party agencies for paying social insurance or housing provident funds was 90, representing
5.09% of the total number of our employees as of June 30, 2023. We estimate that in the event that
we are ordered to make up for the social insurance and housing provident funds contributions made
by third party agencies on behalf of us during the Track Record Period, the maximum late payment
fee would be approximately RMB2.2 million. See “Business – Non-compliance matters – 3. Failure
to make full contributions to social insurance and housing provident funds and the use of third
parties to pay the contributions” for further details.
The relevant competent government authorities may determine that our use of such agency
arrangements does not satisfy the requirements under the relevant PRC laws and regulations, and
thus we may be subject to additional contributions, late payment fees and/or penalties imposed by
the relevant PRC authorities for failing to discharge our obligations in relation to payment of social
insurance and housing provident funds as an employer or be ordered to rectify.
There is no assurance that we will not be subject to late payments, fines or penalties imposed by
the relevant PRC government authorities as a result of such non-compliance incidents, requested by
the relevant PRC government authorities to pay the unpaid social insurance payments or housing
provident fund contributions, or any order to rectify such non-compliance incidents. There is also
no assurance that there will be no employee complaint against us in relation to our failure to make
full social insurance and housing provident fund contributions. In addition, we may incur additional
costs to comply with such laws and regulations by the relevant PRC government authorities. Any
such development may harm our corporate image and may have an adverse effect on our financial
condition and results of operations.
Failure to renew our current leases at reasonable terms or to relocate to desirable alternatives
for our facilities could materially and adversely affect our business and results of operations.
We may not be able to successfully extend or renew our leases upon expiration of the current term
on commercially reasonable terms, or at all, and may therefore be forced to relocate our affected
operations. This could disrupt our operations and result in significant relocation expenses, which
could adversely affect our business, financial condition and results of operations. In addition, we
compete with other businesses for premises at certain locations or of desirable sizes. As a result,
even though we could extend or renew our leases, rental payments may significantly increase as a
result of the high demand for the leased properties. In addition, we may not be able to locate
desirable alternative sites for our facilities as our business continues to grow, and failure in
relocating our affected operations could adversely affect our business and operations.
Our limited insurance coverage could expose us to significant costs and business disruption.
Any uninsured occurrence of business disruption, litigation or natural disaster, or significant
damages to our uninsured equipment or facilities could have a material adverse effect on our results
of operations. Our current insurance coverage may not be sufficient to prevent us from any loss and
there is no certainty that we will be able to successfully claim our losses under our current insurance
policy on a timely basis, or at all. It may also be difficult for us to find insurance coverage for some
of our business activities such as credit insurance for our overseas business operations. If we incur
any loss that is not covered by our insurance policies, or the compensated amount is significantly
less than our actual loss, our business, financial condition and results of operations could be
materially and adversely affected. If such risks materialize, we may also suffer substantial losses.
We face risks related to natural disasters, health epidemics and other outbreaks of contagious
diseases.
Our business could be adversely affected by natural disasters or outbreaks of epidemics. These
natural disasters, outbreaks of contagious diseases and other adverse public health developments in
mainland China or any other market in which we do business could severely disrupt our business
operations by damaging our technology infrastructure or information technology system or
impacting the productivity of our workforce, which may adversely affect our financial condition
and results of operations.
RISK FACTORS
–7 1–


--- page 81 ---
RISKS RELATING TO CONDUCTING BUSINESS IN THE PRC
In the event of a global economic slowdown which includes the PRC, the demand for our
products and services may be reduced and this may have a material adverse effect on our
business, financial condition, results of operations and prospects.
We conduct our business and generate substantially all of our revenue in the PRC. As a result,
economic developments in the PRC have a significant effect on our business, financial condition
and results of operations, as well as our prospects. The global economy may continue to deteriorate
in the future and continue to have an adverse impact on the PRC’s economy. Any significant
slowdown in the PRC’s economy could have a material adverse effect on our business and
operations. In particular:
 during a period of economic slowdown, there is a greater likelihood that more of our
customers or contractual parties could become delinquent in respect of their obligations to us;
 we may not be able to raise additional capital on favorable terms, or at all; or
 trade and capital flows may further contract as a result of protectionist measures introduced
in certain markets, which could cause a further slowdown in economies and materially and
adversely affect our business and prospects.
In addition, factors such as consumer, corporate and government spending, business investment,
volatility of the capital markets and inflation all affect the business and economic environment, the
growth of the PRC’s smart service robotic products and services industry and ultimately, the
profitability of our business. Our labor and other costs may also increase due to pressure from
inflation.
If our preferential tax and other treatments become unavailable or if the calculation of our tax
liability is successfully challenged by the PRC tax authorities, we may be required to pay tax,
interest and penalties in excess of our tax provisions, and our results of operations could be
materially and adversely affected.
Our Company and our subsidiary Shanghai UBJ had applied to the relevant tax bureau and were
granted the qualification as “High and New Technology Enterprise” (“ HNTE ”) in June 2015 and
November 2021 respectively, and our Company has renewed the qualification as HNTE in October
2018 and December 2021. As a result, our Company and our subsidiary Shanghai UBJ are subject
to a preferential CIT rate of 15% for the Track Record Period. A subsidiary of our Company,
UBTECH Software Technology (Shenzhen) Co., Ltd. (“ UBTECH Software ”), had applied to the
relevant tax bureau and were granted the qualification as “National Key Software Enterprise” in
March 2019. As a result, UBTECH Software was subject to a two years exemption and three years
half exemption of CIT from the year ended December 31, 2018. Furthermore, UBTECH Software
had also applied to the relevant tax bureau and were granted the qualification as HNTE in December
2020. As such, during the Track Record Period, UBTECH Software was subject to a preferential
CIT rate of 12.5% until January 1, 2023, whereas UBTECH Software was subject to a preferential
CIT rate of 15% for the remainder of the Track Record Period. Our other major subsidiaries were
subject to CIT at a rate of 25%, which is the normal CIT rate in the PRC.
If our preferential tax treatments become unavailable or if the calculation of our tax liability is
successfully challenged by the PRC tax authorities, the discontinuation of any of the various types
of preferential tax treatment we enjoy could materially and adversely affect our results of
operations. Please see “Financial Information — Description of Selected Items in Consolidated
Income Statements — Income tax expense” for further details.
RISK FACTORS
–7 2–


--- page 82 ---
The PRC government policy on foreign investment in the PRC may adversely affect our
business and results of operations.
The investment activities of foreign investors in the PRC are subject to certain regulations regarding
the industry participated and imposed of additional verification procedures by certain authorities.
The Special Management Measures (Negative List) for the Access of Foreign Investment (Edition
2021) (݄(૶ఊ)(2021وthe “ Negative List ”) issued by the
NDRC and MOFCOM, which set out in a unified manner the restrictive measures for the access of
foreign investments such as the requirements for equity and senior management, and the industries
that are prohibited for foreign investment. The Negative List covers 12 industries, and any field not
covered by the Negative List shall be administered under the principle of equal treatment to
domestic and foreign investment. As of the Latest Practicable Date, our Group’s main business in
China does not fall within the Negative List. However, certain industries are specifically prohibited
for foreign investment, which may restrict us from entering into these industries afterwards. Also,
as the Negative List could be updated in the future, there can be no assurance that the PRC
government will not change its policies in a manner that would render part of our business in China
falling within the Negative List. If we cannot obtain approval from relevant approval authorities to
engage in a business in China which becomes prohibited or restricted for foreign investors, we may
be forced to sell or restructure our business which has become restricted or prohibited for foreign
investment. If we are forced to adjust our corporate structure or business line as a result of changes
in government policy on foreign investment, our business, financial condition and results of
operations may be adversely affected.
Our operations are subject to and may be affected by changes in PRC tax laws and
regulations.
We are subject to periodic examinations on fulfillment of our tax obligation under the PRC tax laws
and regulations by PRC tax authorities. We cannot assure you that we will continue to comply with
relevant future examinations by PRC tax laws and regulations in the future. If we fail to comply
with relevant tax laws and regulations in the future, we may be subject to investigations by the PRC
tax authorities in respect of the non-compliance, which may result in fines, other penalties or action
that could adversely affect our business, financial condition and results of operations, as well as our
reputation. Furthermore, the PRC government from time to time adjusts or changes its tax laws and
regulations. For example, under the Individual Income Tax Law of the People’s Republic of China
(the “ IIT Law ”) (), which was amended on June 30, 2011 and
came into effect on September 1, 2011, foreign nationals who have domiciles in the PRC, or have
no domicile in China but have resided in the PRC for one year or more, would be subject to PRC
individual income tax at progressive rates on their income gained within or outside the PRC. The
Standing Committee of NPC has approved the amendment of the IIT Law, which became effective
on January 1, 2019. Under the amended IIT law, foreign nationals who have no domicile in China
but have resided in the PRC for a total of 183 days or more in a tax year would be subject to PRC
individual income tax on their income gained within or outside the PRC. We cannot guarantee
further adjustments or changes to PRC tax laws and regulations, would also have any effect on our
business, financial condition and results of operations.
Holders of our H Shares may be subject to PRC income tax obligations.
Following the practice of all major economies, China also has tax treaties or similar arrangements
with jurisdictions around the world. Pursuant to the Enterprise Income Tax Law and its
implementing rules, the 10% withholding tax in China generally applies to dividends paid to
investors of enterprises resident outside China, which have no establishment or business place in
China, or have establishment or place of business but the relevant income has no actual connection
with the establishment or place of business. Unless otherwise provided in agreements or similar
arrangements, any gains realized from the transfer of shares by these investors, if deemed to be
originated from China, are subject to a Chinese income tax rate of 10% (or lower). According to
the Individual Income Tax Law and its implementation rules, dividends originated from China paid
to foreign individual investors who are not Chinese residents are generally subject to Chinese
withholding tax at a rate of 20% and any proceeds incurred from share transfers by such
RISK FACTORS
–7 3–


--- page 83 ---
shareholders are generally subject to 20% Chinese income tax, unless there exists any relief under
applicable tax agreements and PRC law. Although our business operations are in China, it is unclear
whether dividends paid by us on H shares or gains realized from the transfer of H shares will be
considered as income originated from China and will be subject to Chinese income tax. If PRC
income tax is imposed on gains realized on the transfer of our H Shares or dividends paid to our
non-resident investors, the value of your investment in our Shares may be adversely affected. In
addition, our Shareholders may not be eligible for the benefits of tax agreements or arrangements
in their jurisdictions of residence if they have tax agreements or arrangements with the PRC.
RISKS RELATING TO INTERNATIONAL SANCTIONS
We could be adversely affected as a result of any transactions we have with persons in
countries that are, or become subject to, sanctions administered by the Relevant Sanctions
Authorities and other relevant authorities.
The United States and other jurisdictions or organisations, including the E.U., the U.K., the U.N.
and Australia, have, through executive orders, passing of legislation or other governmental means,
implemented measures that impose economic sanctions against certain countries or against targeted
industry sectors, groups of companies or persons, and/or organisations within such countries.
During the Track Record Period, we sold consumer-level robots and other hardware devices to
customers located in Belarus, Egypt, Hong Kong, Iraq, Russia, Serbia, Turkey and Ukraine
(excluding Crimea, Luhansk, Donetsk, Zaporizhzhia and Kherson regions) and purchased certain
promotional service from a service provider in Turkey. All of these countries are subject to certain
forms of International Sanctions programmes administered by the Relevant Sanctions Authorities.
In particular, as advised by our International Sanctions Legal Advisers, Russia has been subject to
sweeping sanctions by the Western countries since its military aggressions in Ukraine in February
2022.
To the best knowledge of our Directors, for FY2020, FY2021, FY2022 and 6M2023, our revenue
derived from the sales to the Relevant Countries amounted to approximately RMB2.99 million,
RMB5.13 million, RMB13.20 million and RMB3.00 million, respectively, representing
approximately 0.40%, 0.63%, 1.31% and 1.15% of our total revenue for the same years/period,
respectively. Our sales to Russia are mostly AiRROBO vacuum cleaner and accessories, and Jimu
series (non-education) used in family education, STEAM training and competition settings. Our
revenue generated from the sales to customers located in Russia amounted to RMB0.81 million,
RMB1.88 million, RMB3.06 million and RMB2.42 million, representing approximately 0.11%,
0.23%, 0.30% and 0.93% of our total revenue for FY2020, FY2021, FY2022 and 6M2023,
respectively. In addition, we paid a very small amount of fee (i.e., approximately RMB20,000) for
certain promotional services rendered to us by a Turkey service provider in 2021, representing no
more than 0.01% of the selling and marketing expenses of the Group in 2021. Other than such fee
paid in 2021, there was no other transaction with this Turkey service provider during the Track
Record Period, and we have ceased business dealings with this service provider since the end of
2021. Please see “Business — Business Activities in Respect of Countries with International
Sanctions Exposure” for further details.
Sanctions laws and regulations are constantly evolving, and new persons and entities are regularly
added to the list of Sanctioned Targets. Further, new requirements or restrictions could increase the
scrutiny on our business or result in one or more of our business activities being deemed subject
to sanctions restrictions. If we fail to keep abreast of the latest developments in International
Sanctions, we would not be able to minimize sanctions risk exposures. If any of our future activities
with certain jurisdictions are determined by the Relevant Sanctions Authorities or other relevant
authorities administering sanctions measures in any other jurisdictions to constitute a violation of
the sanctions imposed by these authorities or provides a basis for a sanctions designation of us, our
business and reputation could be adversely affected. Also, any association with customers, suppliers
and service providers in countries subject to any form of sanctions programmes could subject us to
actual or perceived reputational harm. Any such reputational harm could result in the loss of
investors, customers, suppliers or service providers, which could in turn harm our business,
financial condition or prospects.
RISK FACTORS
–7 4–


--- page 84 ---
Export control or trade restrictions that were imposed on a number of entities may affect our
business, financial conditions and results of operations.
In recent years, the U.S. government imposed targeted export control and trade restrictions on the
PRC and a number of Chinese companies and institutions, including by adding them onto the BIS
Lists which limit their access to certain U.S.-origin goods, software and technologies, as well as
items that contain a significant portion of or are a direct product of certain U.S.-origin goods,
software and technologies. Any future changes of regulations and policies regarding export controls
could have an unpredictable impact on our business operations.
We generally procure the goods, parts and components used in our manufacturing from domestic
suppliers located in China. Although these purchases include certain U.S.-origin goods, parts and
components, the value of such U.S.-origin content does not exceed 10% of the value of each
product. In addition, as part of our export control compliance measures, we require the domestic
suppliers to certify their compliance with U.S. export control regulations with respect to the
U.S.-origin goods, parts or components supplied to us. Furthermore, during the Track Record
Period, we did not import products, parts and components directly from the U.S. and E.U. into the
PRC. Also, we did not sell our products to Chinese companies while they are on the BIS Lists
during the Track Record Period.
However, U.S. export controls and trade laws, policies and regulations are complex and subject to
frequent changes, which could have an impact on our business operations. In addition, the
interpretation and enforcement of the relevant regulations involve substantial uncertainties, which
may be driven by geo-political, geo-economic and/or other factors that are not within our control
or that might be heightened by international and national security concerns. Any potential
restrictions, associated inquiries or investigations, or other government actions may be difficult or
costly to comply with and may, among other things, delay or impede the development of our
technology, products and services, and hinder the stability of our supply chain. These changes could
also result in negative publicity, require significant time and attention of the management and may
subject us to fines, penalties or orders. If any of these occur, we may be required to cease or modify
our existing business practices. Any of these events may have a material and adverse effect on our
business, financial conditions and results of operations.
RISKS RELATING TO THE GLOBAL OFFERING AND OUR SHARES
Any possible conversion of our Domestic Shares into H Shares in the future could increase the
supply of our H Shares in the market and negatively impact the market price of our H Shares.
Subject to the approval of the CSRC, all of our Domestic Shares may be converted into H Shares
in the future, and such converted Shares may be listed or traded on an overseas stock exchange,
provided that prior to the conversion and trading of such converted Shares any requisite internal
approval by our Shareholders and approval from relevant PRC regulatory authorities shall have
been obtained. However, the PRC Company Law provides that in relation to the public offering of
a company, the shares of that company which are issued prior to the public offering shall not be
transferred within one year from the date of the listing. Therefore, upon obtaining the requisite
approval, our Domestic Shares may be traded, after the conversion, in the form of H Shares on the
Stock Exchange after one year of the Global Offering, which could further increase the supply of
our H Shares in the market and may negatively impact the market price of our H Shares.
There has been no prior public market for our H Shares, and an active trading market for our
H Shares may not develop.
Prior to the Global Offering, there was no public market for our H Shares. The Offer Price for our
H Shares will be the result of negotiations between us and the Joint Bookrunners (for themselves
and on behalf of the Underwriters), and may differ significantly from the market price of the H
Shares following the Listing. We have applied to the Stock Exchange for the granting of the listing
of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering (including
any additional H Shares which may be issued pursuant to the exercise of the Over-Allotment Option
and the H Shares to be converted from Domestic Shares). However, we cannot assure you that a
RISK FACTORS
–7 5–


--- page 85 ---
public market for our H Shares with adequate liquidity will develop and be sustained following the
completion of Listing, or that the market price of our H Shares will not decline following the
Listing. If an active public market for our H Shares does not develop following the completion of
the Listing, the market price and liquidity of our H Shares could be materially and adversely
affected.
The price and trading volume of our H Shares may be volatile and investors may suffer
substantial losses.
The market price, liquidity and trading volume of our H Shares may be volatile subject to various
factors beyond our control, including but not limited to political uncertainties in Hong Kong, the
general market conditions of the securities in Hong Kong and elsewhere in the world. Business and
performance and the market price of the shares of other companies engaging in similar business as
we do may affect the price and trading volume of our H Shares. There can be no assurance that these
developments will not occur in the future. In addition to market and industry factors, the price and
trading volume of our H Shares may be highly volatile for specific business reasons, such as
fluctuations in our revenue, earnings, cash flows, new investments, expenditures, regulatory
developments, relationships with our suppliers and customers, movements or activities of key
personnel, or actions taken by our competitors. Moreover, shares of other companies listed on the
Stock Exchange with significant operations and assets in China have experienced price volatility in
the past, and it is possible that our H Shares may be subject to changes in price not directly related
to our performance but related to the overall political and economic conditions in Hong Kong, the
PRC or elsewhere in the world.
Future sales or perceived sales of substantial amounts of our H Shares in the public market
could have a material adverse effect on the market price of our H Shares and our ability to
raise additional capital in the future.
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 H Shares or other securities relating to our H Shares, or the perception that such sales or
issuances may occur. Future sales, or perceived sales, of substantial amounts of our H Shares,
including any future offerings, could materially and adversely affect our ability to raise capital and
on terms favorable to us. In addition, our Shareholders may experience dilution in their holdings if
we issue more securities in the future.
Any possible conversion of our Domestic Shares into H Shares in the future could increase the
supply of our H Shares in the market and negatively impact the market price of our H Shares.
Subject to the approval by the CSRC, any of our Domestic Shares may be converted into H Shares,
and such converted Shares may be listed or traded on an overseas stock exchange. Any listing or
trading of the converted Shares on an overseas stock exchange shall also comply with the regulatory
procedures, rules and requirements of such stock exchange. No class shareholder voting is required
for the listing and trading of the converted Shares on an overseas stock exchange. However, the
PRC Company Law provides that in relation to the public offering of a company, the shares of that
company which are issued prior to the public offering shall not be transferred within one year from
the date of the listing. Therefore, upon obtaining the requisite approval, shares currently held on our
Domestic Share register may be traded, after the conversion, in the form of H Shares on the Stock
Exchange after one year of the Global Offering, which could further increase the supply of our
H Shares in the market and could negatively impact the market price of our H Shares.
RISK FACTORS
–7 6–


--- page 86 ---
The market price of our Shares when trading commences could be lower than the Offer Price
as a result of, among other things, adverse market conditions or other adverse developments
that could occur between the Price Determination Date and the Listing Date.
The Offer Price of our H Shares is expected to be determined by 12:00 p.m. on the Price
Determination Date. However, our H Shares will not commence trading on the Stock Exchange until
they are delivered on the Listing Date, which is expected to be several business days after the Price
Determination Date. As a result, investors may not be able to sell or otherwise deal in the Offer
Shares during that period before they commence trading on the Stock Exchange. Accordingly,
holders of our H Shares are subject to the risk that the price of our H Shares when trading begins
could be lower than the Offer Price as a result of adverse market conditions or other adverse
developments that may occur between the Price Determination Date and the Listing Date.
Y ou will experience immediate dilution if the Offer Price of the Offer Shares is higher than the
net tangible asset value per H Share, and may experience further dilution if we issue
additional Shares in the future.
The Offer Price of our H Shares is higher than the net tangible asset value per Share immediately
prior to the Global Offering. As a result, purchasers of our H Shares in the Global Offering will
experience immediate dilution. Purchasers of our H Shares may experience further dilution if the
Underwriters exercise the Over-Allotment Option. There can be no assurance that if we were to
immediately liquidate after the Global Offering, any assets will be distributed to Shareholders, and
investors would receive less than the amount they paid for our H Shares. In addition, to expand our
business, we may consider offering and issuing additional Shares in the future. Purchasers of the
Offer Shares may experience dilution in the net tangible asset value per Share of their Shares if we
issue additional Shares in the future at a price which is lower than the net tangible asset value per
Share at that time.
Further, we may be allowed to convert certain of our Domestic Shares into H Shares after the
Listing if we are qualified pursuant to the relevant CSRC requirements. Such conversion will
increase the number of H Shares and your shareholding under the class of holders of our H Shares
will be diluted.
Our Controlling Shareholders have substantial influence over our Company and their
interests may not be aligned with the interests of other Shareholders.
Immediately upon the completion of the Global Offering, our Controlling Shareholders will
continue to have significant influence over our business and affairs, including decisions of mergers
and acquisition, disposition of assets, issuance of additional Shares or other equity securities,
timing and amount of dividend payments, and our management. There may be a conflict between
the Controlling Shareholders’ interests and your interests. In addition, without the approval of the
Controlling Shareholders, we could be prevented from entering into transactions that could be
beneficial to us. This concentration of ownership may also discourage, delay or prevent a change
in control of our Company, which could deprive our Shareholders of an opportunity to receive a
premium for the Shares as part of a sale of our Company and may significantly reduce the price of
our H Shares.
Our historical dividends may not be indicative of our future dividend policy.
There can be no assurance that future dividends will be declared or paid. The declaration, payment
and amount of any future dividends are subject to the discretion of our Directors, after taking into
account various factors including but not limited to our results of operations, cash flows and
financial condition, operating and capital expenditure requirements, market conditions, our
strategic plans and prospects for business development, regulatory restrictions on the payment of
dividends and other factors as our Board may deem relevant, and subject to the approval at
Shareholders’ meeting. Please see “Financial Information — Dividend Policy” for further details.
RISK FACTORS
–7 7–


--- page 87 ---
Certain facts and statistics in this prospectus are derived from various government and
third-party sources and may not be reliable.
Certain facts, forecasts and other statistics in this prospectus relating to China and global economy
and the smart service robotic products and services industry in China and overseas markets are
derived from various sources including official government publications, industry associations or
the Industry Report, which we believe are reliable. The information derived from official
government sources has not been independently verified by us, the Sole Sponsor, the Overall
Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers, any of the
Underwriters, any of our and their respective directors, supervisors, officers, representatives,
employees or advisers, or any other persons or parties involved in the Global Offering, and no
representation is given as to its completeness, accuracy or fairness. Accordingly, the information
from official government sources contained herein may not be accurate and should not be unduly
relied upon.
Y ou should read the entire prospectus carefully and should not rely on any information
contained in press articles or other media regarding us, our H Shares or the Global Offering.
Prior or subsequent to the publication of this prospectus, there may have been or be press and media
coverage regarding us and the Global Offering. We have not authorized the disclosure of any such
information in the press or media. Financial information, financial projections, valuation and other
information about us contained in such unauthorized press or media coverage may not truly reflect
what is disclosed in the prospectus or the actual circumstances. We do not accept any responsibility
for such unauthorized press or media coverage, or for the accuracy or completeness of any such
information. We make no representation as to the appropriateness, accuracy, completeness or
reliability of any such information. To the extent any such information appearing in the press and
media is inconsistent with, or conflict with, the information contained in this prospectus, we
disclaim responsibility for them. Accordingly, prospective investors are cautioned to make their
decisions on the basis of the information contained in this prospectus only and should not rely on
any other information.
RISK FACTORS
–7 8–


--- page 88 ---
DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which our Directors (including any proposed director who is named as such in
this prospectus) collectively and individually accept full responsibility for the accuracy of the
information contained in this prospectus, includes particulars given in compliance with the
Companies (Winding-Up and Miscellaneous Provisions) Ordinance, the Securities and Futures
(Stock Market Listing) Rules and the Listing Rules for the purpose of giving information to the
public with regard to the Group. Our Directors, having made all reasonable enquiries confirm that,
to the best of their knowledge and belief, the information contained in this prospectus is accurate
and complete in all material respects and not misleading or deceptive, and there are no other matters
the omission of which would make any statement herein or this prospectus misleading.
PROSPECTUS ISSUED IN CONNECTION WITH HONG KONG PUBLIC OFFER ONLY
This prospectus is published solely in connection with the Hong Kong Public Offer, which forms
part of the Global Offering. For applicants under the Hong Kong Public Offer and this prospectus
contains the terms and conditions of the Hong Kong Public Offer. See “How to Apply for the Hong
Kong Offer Shares” for details of the procedures for applying for the Hong Kong Offer Shares.
The Hong Kong Offer Shares are offered solely on the basis of the information contained and
representations made in this prospectus and on the terms and subject to the conditions set out herein
and therein. No person is authorized to give any information in connection with the Global Offering
or to make any representation not contained in this prospectus, and any information or
representation not contained herein and therein must not be relied upon as having been authorized
by our Company, the Sole Sponsor, the Overall Coordinators, the Joint Global Coordinators, the
Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of our or their affiliates or any
of their respective directors, supervisors, officers, employees or agents or any other person or party
involved in the Global Offering.
Neither the delivery of this prospectus and nor any offering, sale or delivery made in connection
with our H Shares shall, under any circumstances, constitute a representation that there has been no
change or development reasonably likely to involve a change in our affairs since the date of this
prospectus or imply that the information contained in this prospectus is correct as of any date
subsequent to the date of this prospectus.
PROFESSIONAL TAX ADVICE RECOMMENDED
Potential investors in the Global Offering are recommended to consult their professional advisers
if they are in any doubt as to the taxation implications of subscribing for, purchasing, holding,
disposing of, dealing in or exercising any rights in relation to, the H Shares. None of us, the Sole
Sponsor, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint
Lead Managers, the Underwriters, any of our or their affiliates or any of their respective directors,
supervisors, officers, employees or agents or any other person or party involved in the Global
Offering accepts responsibility for any tax effects on, or liabilities of, any person resulting from the
subscription for, purchase, holding, disposition of, dealing in, or exercising any rights in relation
to, the H Shares.
COMPLIANCE WITH THE LISTING RULES
We will comply with applicable laws and regulations in Hong Kong (including the Listing Rules)
and any other undertakings which have been given in favor of the Stock Exchange from time to
time. If the Listing Committee finds that there has been a breach by us of the Listing Rules or such
other undertakings which may have been given in favor of the Stock Exchange from time to time,
the Listing Committee may instigate cancelation or disciplinary proceedings in accordance with the
Listing Rules.
RESPONSIBILITY STATEMENTS
–7 9–


--- page 89 ---
EXCHANGE RATE CONVERSION
Solely for your convenience, this prospectus contains translations of certain RMB and US$ amounts
into Hong Kong dollars at a specified rate. Unless we indicate otherwise, the translations of RMB
and US$ into Hong Kong dollars and vice versa have been made at the rate of RMB1.00 to
HK$1.0897 and US$1.00 to HK$7.8208 in this prospectus, respectively.
No representation is made that any amount in RMB, US$ or Hong Kong dollars can be or could be,
or have been, converted at the above rate or any other rate or at all.
LANGUAGE
If there is any inconsistency between this prospectus and the Chinese translation of this prospectus,
this prospectus shall prevail. For ease of reference, the names of Chinese laws and regulations,
governmental authorities, institutions, natural persons or other entities (including certain of our
subsidiaries) have been included in this prospectus in both the Chinese and English languages and
in the event of any inconsistency, the Chinese versions shall prevail.
ROUNDING
Certain amounts and percentage figures included in this prospectus have been subject to rounding
adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures preceding them.
WEBSITE
The contents of any website mentioned in this prospectus do not form a part of this prospectus.
RESPONSIBILITY STATEMENTS
–8 0–


--- page 90 ---
Issuer UBTECH ROBOTICS CORP LTD
ʮ̡
Stock Code 9880
Global Offering Global Offering of initially 11,282,000 Offer Shares
(subject to re-allocation and excluding the H Shares to be
offered pursuant to the exercise of the Over-Allotment
Option) comprising (i) Hong Kong Public Offer of initially
1,128,200 Offer Shares (subject to re-allocation) and (ii)
International Placing of initially 10,153,800 Offer Shares
(subject to re-allocation and excluding the H Shares to be
offered pursuant to the exercise of the Over-Allotment
Option)
Office Price Range HK$86.0 to HK$116.0
Over-Allotment Option Up to 1,692,300 additional H Shares, representing 15% of
the holder of Offer Shares initially available under the
Global Offering
Lock-up Undertakings by our
Controlling Shareholders
12 months
Board lot 50 H Shares
Dividends Unless determined otherwise by our Company, dividends
payable in Hong Kong dollars in respect of our H Shares
will be paid to the Shareholders listed on the H Share
register of our Company in Hong Kong, by ordinary post, at
the Shareholders’ risk, to the registered address of each
shareholder of the Company.
Stamp Duty Dealings in our H Shares registered in the H Share register
of members of our Company in Hong Kong will be subject
to Hong Kong stamp duty. The current ad valorem rate of
Hong Kong stamp duty of 0.1% on the higher of the
consideration for or the market value of the H Shares and it
is charged to the purchaser on every purchase and to the
seller on every sale of the H Shares. In other words, a total
of 0.2% is currently payable on a typical sale and purchase
transaction of the H Shares. In addition, a fixed duty of
HK$5 is charged on each instrument of transfer (if
required).
GLOBAL OFFERING AND LISTING
–8 1–


--- page 91 ---
Registers of Members Our Company’s principal register of members will be
maintained by its head office in the PRC. All of the H Shares
issued pursuant to applications made in the Hong Kong
Public Offer will be registered on our H Share register to be
maintained in Hong Kong by our H Share Registrar at 17/F,
Far East Finance Centre, 16 Harcourt Road, Hong Kong.
Only H Shares registered on our Company’s H Share
register of members maintained in Hong Kong may be
traded on the Stock Exchange.
Application for the Listing on
the Stock Exchange
This prospectus is published in connection with the
proposed Listing on the Main Board of Hong Kong Stock
Exchange by way of Global Offering.
We have applied to the Stock Exchange for the granting of
the listing of, and permission to deal in, the H Shares to be
issued by us pursuant to the Global Offering, the Over-
Allotment Option (if exercised), and the H Shares to be
converted from Domestic Shares.
Dealings in the H Shares on the Hong Kong Stock Exchange
are expected to commence on Friday, December 29, 2023.
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 on the
Hong Kong Stock Exchange or any other stock exchange as
of the date of this prospectus. All the Offer Shares will be
registered on the H Share register of our Company in order
to enable them to be traded on the Stock Exchange.
Under section 44B(1) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, any allotment made
in respect of any application will be invalid if the listing of,
and permission to deal in, the Offer Shares on the Hong
Kong Stock Exchange is refused before the expiration of
three weeks from the date of the closing of the application
lists, or such longer period (not exceeding six weeks) as
may, within the said three weeks, be notified to our
Company by or on behalf of the Stock Exchange.
GLOBAL OFFERING AND LISTING
–8 2–


--- page 92 ---
Restrictions on Offers and Sale
of the Offer Shares
Each person acquiring the Hong Kong Offer Shares under
the Hong Kong Public Offer will be required to, or be
deemed by his acquisition of the Hong Kong Offer Shares
to, confirm that he is aware of the restrictions on offers and
sales of the Offer Shares described in this prospectus and
that he is not acquiring, and has not been offered, any Offer
Shares in circumstances that contravene any such
restrictions.
No action has been taken to permit a public offering of the
Offer Shares or the distribution of this prospectus in any
jurisdiction other than Hong Kong. Accordingly, without
limitation to the following, this prospectus may not be used
for the purpose of, and does not constitute, an offer or
invitation in any jurisdiction or in any circumstances in
which such an offer or invitation is not authorized or to any
person to whom it is unlawful to make such an offer or
invitation. The distribution of this prospectus and the
offering and sales of the Offer Shares in other jurisdictions
are subject to restrictions and may not be made except as
permitted under the applicable securities laws of such
jurisdictions pursuant to registration with or authorization
by the relevant securities regulatory authorities or an
exemption therefrom. In particular, the Offer Shares have
not been publicly offered or sold, directly or indirectly, in
the PRC or the United States.
Potential investors for Offer Shares should consult their
financial advisers and take legal advice, as appropriate, to
inform themselves of, and to observe, all applicable laws
and regulations of any relevant jurisdiction. Potential
investors for the Offer Shares should inform themselves as
to the relevant legal requirements of applying for the Offer
Shares and any applicable exchange control regulations and
applicable taxes in the countries of their respective
citizenship, residence or domicile.
Fully Underwritten The Listing is sponsored by the Sole Sponsor and the Global
Offering is managed by the Overall Coordinators and the
Joint Global Coordinators. The Hong Kong Public Offer is
fully underwritten by the Hong Kong Underwriters pursuant
to the Hong Kong Underwriting Agreement. The
International Placing Agreement relating to the International
Placing is expected to be entered into on or around the Price
Determination Date, subject to determination of the pricing
of the Offer Shares. If, for any reason, the International
Placing Agreement is not entered into or the Offer Price is
not agreed, the Global Offering will not proceed and will
lapse. Further information regarding the Underwriters and
the underwriting arrangements are set out in
“Underwriting”.
GLOBAL OFFERING AND LISTING
–8 3–


--- page 93 ---
Price Determination Date On or around Wednesday, December 27, 2023.
If, for any reason, the Overall Coordinators and the Joint
Global Coordinators (for themselves and on behalf of the
Underwriters) and our Company are unable to reach an
agreement on the Offer Price by 12:00 noon on Wednesday,
December 27, 2023, or such later date or time as approved
by the Stock Exchange as may be agreed by the Sole
Sponsor, the Overall Coordinators and the Joint Global
Coordinators (for themselves and on behalf of the
Underwriters), the Global Offering will not become
unconditional and will lapse.
Admission to CCASS Subject to the Stock Exchange granting of the listing of, and
permission to deal in, the H Shares on the Stock Exchange
and compliance with the stock admission requirements of
HKSCC, the H Shares will be accepted as eligible securities
by HKSCC for deposit, clearance and settlement in CCASS
with effect from the Listing Date or on any other date as
determined by HKSCC. Settlement of transactions between
participants of the Stock Exchange is required to take place
in CCASS on the second settlement day after any trading
day. All activities under CCASS are subject to the General
Rules of HKSCC and HKSCC Operational Procedures in
effect from time to time. All necessary arrangements have
been made enabling the H Shares to be admitted into
CCASS.
Potential investors should seek the advice of their
stockbroker or other professional adviser for details of the
settlement arrangements as such arrangements may affect
their rights and interests.
Information on the conversion of
Domestic Shares into H Shares
The Company has applied for conversion of 106,601,349
Domestic Shares (representing 25.51% of our issued share
capital immediately upon completion of the Global Offering
(assuming the Over-Allotment Option is not exercised))
held by Image Frame, QM25, ICBC (Shenzhen), Ms. Zhou
Jing ( մ᎑), Shenzhen Zhineng Jiaxuan, Huizhi Tongtai,
CDH, Ningjing Y ouxuan, Chongqing Chengwei, Tencent
SZ, Shenzhen Zhineng Y ouxuan, Huzhou Tianlangxing, Mr.
Zhao Guoqun, Zhuhai Hengqin, Chia Tai, Langma Y ongan,
Chengdu Zhongrui, Beijing Tianlang Xingsu, Ningbo
Jiuyou, Huizhi Tongying, Lifu Tianda, Anqing Tongan,
Jinshi Haorui, Leaguer Huarui, Zhuhai Haiyuan, Huaying
Y ouxuan, Shenzhen Songhe, Zhonghui Jinjiu, Lide
Investment, Ningbo Haohong, Taian Taiying, Hangzhou
Y uanxing, Zibo Zhouhan, Beijing SINOIF, Qingdao Anyu,
Hangzhou Huaxia, Telstra V entures, and Foshan Hongtao.
GLOBAL OFFERING AND LISTING
–8 4–


--- page 94 ---
See “History, Development and Corporate Structure” and
“Share Capital” for details of the Shareholders and their
interests in the Company and the relevant procedures for
conversion of Domestic Shares into H Shares. Such H
Shares to be converted from the Domestic Shares are
restricted from trading for a period of one year after the
Listing. The Company has received the filing notice from
the CSRC dated November 2, 2023 in relation to the
conversion of the Domestic Shares.
CSRC Filing We have submitted a filing to the CSRC for application of
listing of the H Shares on the Stock Exchange and the
Global Offering on June 27, 2023. The CSRC confirmed our
completion of filing on August 25, 2023. No other approvals
from the CSRC are required to be obtained for the listing of
the H Shares on the Stock Exchange.
Procedures for apply for the
Hong Kong Offer Shares
See “How to Apply for the Hong Kong Offer Shares”.
Structure and Conditions of the
Global Offering
See “Structure and Conditions of the Global Offering” in
this prospectus for details of the structure of the Global
Offering, including its conditions and the arrangements
relating to the Over-Allotment Option and stabilization.
Commencement of dealings in
the H Shares
Dealing in the H Shares on the Stock Exchange are expected
to commence at 9:00 a.m. on Friday, December 29, 2023. H
Shares will be traded in board lots of 50.
We will not issue any temporary documents of title.
GLOBAL OFFERING AND LISTING
–8 5–


--- page 95 ---
In preparation for the Global Offering, we have sought the following waivers from strict compliance
with the relevant provisions of the Listing Rules:
MANAGEMENT PRESENCE IN HONG KONG
Rule 8.12 of the Listing Rules provides that a new applicant for listing on the Stock Exchange must
have a sufficient management presence in Hong Kong and, under normal circumstances, at least two
of the new applicant’s executive directors must be ordinarily resident in Hong Kong. Rule 19A.15
of the Listing Rules further provides that the requirement in Rule 8.12 may be waived by having
regard to, among other considerations, the applicant’s arrangements for maintaining regular
communication with the Hong Kong Stock Exchange.
Our Company’s business operations are mostly located in the PRC. Our Company’s Executive
Directors are based in the PRC as our Board believes it would be more effective and efficient for
its Executive Directors to be based in a location where our Company’s operations are located.
Therefore, no Executive Directors will, in the foreseeable future, be ordinarily resident in Hong
Kong. Accordingly, pursuant to Rule 19A.15 of the Listing Rules, our Company has applied to the
Stock Exchange for, and the Stock Exchange has granted our Company, a waiver from strict
compliance with the requirements under Rule 8.12 and Rule 19A.15 of the Listing Rules, provided
that our Company implements the following arrangements in line with the conditions set out in
Guidance Letter HKEX-GL9-09:
(i) both of our Company’s authorized representatives, Ms. Wang Lin, an Executive Director of
our Company and Ms. Ng Wai Kam (“ Ms. Ng ”), one of our joint company secretaries, will act
as our Company’s principal channel of communication with the Stock Exchange. Accordingly,
the authorized representatives of our Company will be able to meet with the relevant members
of the Stock Exchange on reasonable notice and will be readily contactable by telephone,
facsimile and email;
(ii) each of the authorized representatives of our Company has means to contact all Directors
(including our Independent Non-executive Directors) promptly at all times as and when the
Stock Exchange wishes to contact our Directors on any matters;
(iii) each Director has provided his/her mobile phone number, office phone number, e-mail address
and fax numbers to the authorized representatives of our Company and the Stock Exchange,
and in the event that any Director expects to travel or otherwise be out of the office, he will
provide the phone number of the place of his/her accommodation to the authorized
representatives;
(iv) each of the Directors who is not ordinarily residing in Hong Kong possesses or is able to apply
for valid travel documents to visit Hong Kong and can meet with the relevant members of the
Stock Exchange within a reasonable period of time;
(v) our Company has, in compliance with Rule 3A.19 of the Listing Rules, appointed Guotai
Junan Capital Limited as our compliance adviser (the “ Compliance Adviser ”), who will also
act as an additional channel of communication with the Stock Exchange for the period
commencing from the Listing Date to the date on which our Company complies with Rule
13.46 of the Listing Rules in respect of its financial results for the first full financial year
commencing after the Listing Date. Pursuant to Rule 3A.23 of the Listing Rules, we shall
ensure that the Compliance Adviser will have access at all times to our authorized
representatives, our Directors and other officers. We shall also ensure that such persons will
promptly provide such information and assistance as the Compliance Adviser may need or
may reasonably request in connection with the performance of the Compliance Adviser’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, and other officers and the Compliance Adviser, and will keep the Compliance
Adviser fully informed of all communications and dealings between us and the Stock
Exchange; and
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
–8 6–


--- page 96 ---
(vi) we will also retain legal advisers 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 after the Listing.
JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, our Company must appoint a company
secretary who possesses the necessary academic or professional qualifications or relevant
experience is, in the opinion of the Stock Exchange, capable of discharging the functions of the
company secretary. Note 1 to Rule 3.28 of the Listing Rules provides that the Stock Exchange
considers the following academic or professional qualifications to be acceptable:
(a) a member of The Hong Kong Chartered Governance Institute;
(b) a solicitor or a barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of the
Laws of Hong Kong); and
(c) a certified public accountant as defined in the Professional Accountants Ordinance (Chapter
50 of the Laws of Hong Kong).
Note 2 to Rule 3.28 of the Listing Rules further sets out the factors that the Stock Exchange will
consider in assessing an individual’s “relevant experience”:
(a) length of employment with the issuer and other issuers and the roles he/she played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including the SFO,
the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions)
Ordinance and the Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement under Rule
3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.
Our Company considers that while it is important for the company secretary to be familiar with the
relevant securities regulation in Hong Kong, he/she also needs 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, given that the principal business activities of our
Company are primarily outside Hong Kong. It is for the benefit of our Company to appoint a person
who has been a member of the senior management for a period of time and is familiar with our
Company’s business and affairs as company secretary.
We have appointed Mr. Zhang Ju (“ Mr. Zhang ”) as one of our joint company secretaries. He has
been the secretary to our Board and chief financial officer since December 2017, and has a thorough
understanding of the operation of our Board and our Company. However, given Mr. Zhang does not
possess a qualification stipulated in Rule 3.28 of the Listing Rules, he is not able to solely fulfill
the requirements as a company secretary of a listed issuer stipulated under Rules 3.28 and 8.17 of
the Listing Rules. In order to provide support to Mr. Zhang, we have appointed Ms. Ng, a Chartered
Secretary, a Chartered Governance Professional, an associate of The Hong Kong Chartered
Governance Institute (HKCGI) and an associate of The Chartered Governance Institute (CGI), who
meets the requirements under Rules 3.28 and 8.17 of the Listing Rules, as a joint company secretary
to provide assistance to Mr. Zhang, for a three-year period from the Listing Date so as to enable him
to acquire the relevant experience (as required under Rule 3.28(2) of the Listing Rules) to duly
discharge his duties.
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
–8 7–


--- page 97 ---
We have therefore applied to the Stock Exchange for, and the Stock Exchange has granted us, a
waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules
on the conditions that: (i) Ms. Ng is appointed as a joint company secretary to assist Mr. Zhang in
discharging his functions as a company secretary and in gaining the relevant qualifications or
experience as required under Rule 3.28 of the Listing Rules; the waiver will be revoked immediately
if Ms. Ng, during the three-year waiver period, ceases to provide assistance to Mr. Zhang as the
joint company secretary; and (ii) the waiver can be revoked if there are material breaches of the
Listing Rules by the Company. We expect that Mr. Zhang will acquire the qualifications or relevant
experience required under Rule 3.28 of the Listing Rules prior to the end of the three-year period
after the Listing. We will liaise with the Stock Exchange before the end of the three-year period to
enable it to assess whether Mr. Zhang, having had the benefit of Ms. Ng’s assistance for three years
and has acquired relevant experience within the meaning of Rule 3.28 of the Listing Rules so that
a further waiver will not be necessary.
See “Directors, Supervisors and Senior Management” of this prospectus for further information
regarding the qualifications and experience of Mr. Zhang and Ms. Ng.
CONNECTED TRANSACTIONS
Pursuant to Chapter 14A of the Listing Rules, a new applicant must, after listing, comply with the
announcement, circular and shareholders’ approval requirements (as applicable) for continuing
connected transactions entered into by the new applicant or its subsidiaries.
Our Company has conducted, and is expected to continue after the Listing Date, certain connected
transactions with Miracle Automation Engineering Co., Ltd.* (ʮ̡)
(“MAE”), which will constitute continuing connected transactions of our Company under the
Listing Rules upon Listing.
Accordingly, pursuant to Rule 14A.105 of the Listing Rules, we have applied to the Stock Exchange
for, and the Stock Exchange has granted us, a waiver from strict compliance with certain
requirements under Chapter 14A of the Listing Rules. See “Connected Transactions.”
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
–8 8–


--- page 98 ---
DIRECTORS
Name Address Nationality
Executive Directors
Mr. Zhou Jian ( մᄏ) Room 304, No. 4, Lane 485
Wanping South Road
Xuhui District
Shanghai
PRC
Chinese
Mr. Xiong Y oujun (ࠏ36 Haide 3rd Road
Nanshan District
Shenzhen
PRC
Chinese
Ms. Wang Lin ( ˮ೙) 2D, Building 1, Holiday Bay Huating
6 Chaozhou West Street, Shahe
Nanshan District
Shenzhen
PRC
Chinese
Mr. Liu Ming (׼Room D902, Cuibai Garden
V anke Four Seasons Flower City
Bantian
Longgang District
Shenzhen
PRC
Chinese
Non-executive Directors
Mr. Xia Zuoquan (РΌ) T6-25A
One Shenzhen Bay
Nanshan District
Shenzhen
PRC
Chinese
Mr. Zhou Zhifeng (ࢤRoom 901, Unit 2
Building 6, No.76 Y ard
South Second Road, Baiziwan
Chaoyang District
Beijing
PRC
Chinese
Mr. Chen Qiang ( ௓੶) Room 201, Unit 1
Building 10
Evergrande Jiangwan Longting
Xunyang District
Jiujiang City
PRC
Chinese
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–8 9–


--- page 99 ---
Name Address Nationality
Independent Non-executive Directors
Mr. Zhao Jie (؏Room 203
10-2 Campus Street
Nangang District
Harbin
PRC
Chinese
Mr. Xiong Chuxiong ( ဤูဤ) 201, Building 8
Shenzhen University Waterfront District
Nanshan District
Shenzhen
PRC
Chinese
Mr. Poon Fuk Chuen ( ᆙ၅Ό) House 7
Napa Avenue
Royal Palms Phase A
Y uen Long
New Territories
Hong Kong
Chinese
Mr. Leung Wai Man, Roger ( ૑ਃ͏) Flat E, 16/F, Block 4
Laguna City
Lam Tin
Kowloon
Hong Kong
Chinese
SUPERVISORS
Mr. Deng Feng (ࢤ4D, Building B
Jinmao Lido, 12 Lanhai Road
Futian District
Shenzhen
PRC
Chinese
Mr. Ben Cangsang (ࣳRoom 106, No. 1
Lane 536, Jiangning Road
Jing’an District
Shanghai
PRC
Chinese
Ms. Wang Xingru ( ˮጳন) Unit 702, Building 5A
Y udejiayuan
2248 Houhai Avenue
Nanshan District
Shenzhen
PRC
Chinese
For further information regarding our Directors and Supervisors, see “Directors, Supervisors and
Senior Management” in this prospectus.
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 0–


--- page 100 ---
PARTIES INVOLVED IN THE GLOBAL OFFERING
Sole Sponsor Guotai Junan Capital Limited
26/F–28/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
A licenced corporation to carry on type 6
(advising on corporate finance) regulated
activity under the SFO
Overall Coordinators, Joint Global
Coordinators, Joint Bookrunners and
Joint Lead Managers
Guotai Junan Securities (Hong Kong)
Limited
26/F-28/F, Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities), type 2(dealing in
futures contracts) and type 4 (advising on
securities) regulated activities under the SFO
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
A licensed corporation to carry on type 1
(dealing in securities), type 4 (advising on
securities) and type 7 (providing automated
trading services) regulated activities under the
SFO
China Securities (International) Corporate
Finance Company Limited
18/F, Two Exchange Square
8 Connaught Place
Central, Hong Kong
A licensed corporation to carry on type 1
(dealing in securities) and type 6 (advising on
corporate finance) regulated activities under
the SFO
CMBC Securities Company Limited
45/F One Exchange Square
8 Connaught Place
Central, Hong Kong
A licensed corporation to carry on type 1
(dealing in securities) and type 4 (advising on
securities) regulated activities under the SFO
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 1–


--- page 101 ---
Joint Global Coordinators,
Joint Bookrunners and
Joint Lead Managers
BNP Paribas Securities (Asia) Limited
60/F-63/F Two International Finance Centre
8 Finance Street
Central
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities), type 2 (dealing in
futures contracts), type 4 (advising on
securities) and type 6 (advising on corporate
finance) regulated activities under the SFO
Shenwan Hongyuan Securities (H.K.)
Limited
Level 6, Three Pacific Place
1 Queen’s Road East
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities) and type 4 (advising on
securities) regulated activities under the SFO
Huatai Financial Holdings (Hong Kong)
Limited
62/F. The Center
99 Queen’s Road, Central
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities), type 2 (dealing in
futures contracts), type 4 (advising on
securities), type 6 (advising on corporate
finance), type 7 (providing automated trading
services) and type 9 (asset management)
regulated activities under the SFO
Joint Bookrunners and
Joint Lead Managers
ICBC International Securities Limited
37/F ICBC Tower
3 Garden Road
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities) and type 4 (advising on
securities) regulated activities under the SFO
BOCI Asia Limited
26/F Bank of China Tower
1 Garden Road
Central
Hong Kong
A licensed corporation to carry on type 1
(dealing in securities) and type 6 (advising on
corporate finance) regulated activities under
the SFO
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 2–


--- page 102 ---
ABCI Capital Limited
(Only as a Joint Bookrunner)
11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities) and type 6 (advising on
corporate finance) regulated activities under
the SFO
ABCI Securities Company Limited
(Only as a Joint Lead Manager)
10/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities) and type 4 (advising on
securities) regulated activities under the SFO
CCB International Capital Limited
12/F CCB Tower
3 Connaught Road Central
Central
Hong Kong
A licensed corporation to carry on type 1
(dealing in securities), type 4 (advising on
securities) and type 6 (advising on corporate
finance) regulated activities under the SFO
CMB International Capital Limited
45/F, Champion Tower
3 Garden Road
Central
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities) and type 6 (advising on
corporate finance) regulated activities under
the SFO
Guosen Securities (HK) Capital Company
Limited
Suites 3207-3212 on Level 32
One Pacific Place
88 Queensway
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities) and type 6 (advising on
corporate finance) regulated activities under
the SFO
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 3–


--- page 103 ---
GF Securities (Hong Kong) Brokerage
Limited
29-30/F Li Po Chun Chambers
189 Des V oeux Road Central
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities) and type 4 (advising on
securities) regulated activities under the SFO
Patrons Securities Limited
Unit 3214, 32/F
Cosco Tower
183 Queen’s Road Central
Sheung Wan
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities) and type 4 (advising on
securities) regulated activities under the SFO
Futu Securities International (Hong Kong)
Limited
Unit C1-2, 13/F
United Centre
No.95 Queensway
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities), type 2 (dealing in
futures contracts), type 3 (leveraged foreign
exchange trading), type 4 (advising on
securities), type 5 (advising on futures
contracts), type 7 (providing automated
trading services) and type 9 (asset
management) regulated activities under the
SFO
TradeGo Markets Limited
Room 3405
West Tower Shun Tak Centre
168-200 Connaught Road Central
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities) and type 7 (providing
automated trading services) regulated
activities under the SFO
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 4–


--- page 104 ---
Valuable Capital Limited
Rm 3601-06 & 3617-19, 36/F
China Merchants Tower
Shun Tak Centre
168-200 Connaught Road Central
Hong Kong, Hong Kong
A licenced corporation to carry on type 1
(dealing in securities), type 2 (dealing in
futures contracts), type 4 (advising on
securities), type 5 (advising on futures
contracts) and type 9 (asset management)
regulated activities under the SFO
Livermore Holdings Limited
Unit 1214A 12/F
Tower II
Cheung Sha Wan Plaza
833 Cheung Sha Wan Road
Kowloon
Hong Kong
A licenced corporation to carry on type 1
(dealing in securities) and type 4 (advising on
securities) regulated activities under the SFO
Legal advisers to our Company As to Hong Kong law:
Bird & Bird
6/F, The Annex
Central Plaza, 18 Harbour Road
Hong Kong
As to U.S. law:
Ashurst Hong Kong
11/F, Jardine House
1 Connaught Place
Central
Hong Kong
As to International Sanctions law:
Ashurst Hong Kong
11/F, Jardine House
1 Connaught Place
Central
Hong Kong
As special counsel with respect to U.S.
regulatory and compliance matters:
Ashurst Hong Kong
11/F, Jardine House
1 Connaught Place
Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 5–


--- page 105 ---
As to PRC law:
King & Wood Mallesons
28/F, China Resources Tower
2666 Keyuan South Road
Nanshan District, Shenzhen
Guangdong
PRC
As to PRC Data Security and Privacy
Protection Matters:
King & Wood Mallesons
17th Floor, One ICC, Shanghai ICC
999 Middle Huai Hai Road
Xuhui District, Shanghai
PRC
As to PRC litigation matters:
Guangdong Sun Law Firm
6/F, 7/F and 16/F
SBG Building
1001 Lianhua Branch Road
Futian District, Shenzhen
PRC
Legal advisers to the Sole Sponsor and
the Underwriters
As to Hong Kong law:
Deacons
5/F, Alexandra House
18 Chater Road
Hong Kong
As to U.S. law:
Dorsey & Whitney LLP
Room 2802, 28/F
Alexandra House
18 Chater Road
Hong Kong
As to PRC law:
Zhong Lun Law Firm
22-31/F, South Tower
CP Center
20 Jin He East Avenue
Chaoyang District, Beijing
PRC
Industry Consultant Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Suite 2504 Wheelock Square
1717 Nanjing West Road
Shanghai
PRC
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 6–


--- page 106 ---
Auditor and Reporting Accountant PricewaterhouseCoopers
Certified Public Accountants
Registered Public Interest Entity Auditor
22/F, Prince’s Building
Central
Hong Kong
Receiving banks Bank of China (Hong Kong) Limited
7/F, Bank of China Centre
Olympian City 1
11 Hoi Fai Road, West Kowloon
Hong Kong
Industrial and Commercial Bank of China
(Asia) Limited
33/F., ICBC Tower
3 Garden Road, Central
Hong Kong
Compliance Adviser Guotai Junan Capital Limited
26/F-28/F Low Block
Grand Millennium Plaza
181 Queen’s Road Central
Hong Kong
Independent Property Valuer International Valuation Limited
Unit 907, 9/F, Wing On Plaza
62 Mody Road
Tsim Sha Tsui East
Kowloon
Hong Kong
Transfer Pricing Consultant Shenzhen Qianhai
PricewaterhouseCoopers Business
Consulting Services Co., Limited
Room 13, 3/F, Block A
Qianhai Shenzhen-Hong Kong Innovation
Center
4008 Menghai Boulevard
Qianhai Shenzhen-Hong Kong Cooperation
Zone
Nanshan District, Shenzhen
PRC
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 7–


--- page 107 ---
Registered Office and Headquarters
in the PRC
Room 2201, Building C1
Nanshan Smart Park
No. 1001 Xueyuan Avenue
Changyuan Community
Taoyuan Street
Nanshan District
Shenzhen
PRC
Principal Place of Business in Hong Kong 5/F, Manulife Place
348 Kwun Tong Road
Kowloon
Hong Kong
Company’s Website www.ubtrobot.com
(information on this website does not form
part of this prospectus)
Joint Company Secretaries Mr. Zhang Ju
801 Building 1
Yinglun Mingyuan Phase 1
Shahexi Road
Shenzhen
PRC
Ms. Ng Wai Kam
a Chartered Secretary
a Chartered Governance Professional
an associate of The Hong Kong Chartered
Governance Institute (HKCGI)
an associate of The Chartered Governance
Institute (CGI)
5/F, Manulife Place
348 Kwun Tong Road
Kowloon
Hong Kong
Authorized Representatives Ms. Wang Lin
2D Building 1, Holiday Bay Huating
6 Chaozhou West Street, Shahe
Nanshan District
Shenzhen
PRC
Ms. Ng Wai Kam
5/F, Manulife Place
348 Kwun Tong Road
Kowloon
Hong Kong
Audit Committee Mr. Xiong Chuxiong (Chairman)
Mr. Leung Wai Man, Roger
Mr. Poon Fuk Chuen
CORPORATE INFORMATION
–9 8–


--- page 108 ---
ESG and Sustainability Committee Mr. Liu Ming ( Chairman )
Ms. Wang Lin
Mr. Xiong Chuxiong
Remuneration and Appraisal Committee Mr. Poon Fuk Chuen (Chairman)
Mr. Zhou Jian
Mr. Xiong Chuxiong
Nomination Committee Mr. Zhao Jie (Chairman)
Mr. Zhou Jian
Mr. Leung Wai Man, Roger
Strategy Committee Mr. Zhou Jian (Chairman)
Mr. Zhao Jie
Mr. Xiong Y oujun
H Share Registrar Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Principal Bankers China CITIC Bank Corporation Limited
Shenzhen Branch
1/F and 5-10/F
Excellence Times Square Phase II
No. 8 Zhong Xin San Road
Futian District
Shenzhen
Shanghai Pudong Development Bank Co.,
Limited
Shenzhen Branch
No. 333 Li Y uan Road
Sungang Street
Luohu District
Shenzhen
Industrial and Commercial Bank of China
Limited
Shenzhen Hailrun Sub-branch
202, 203, 205, 206, 207, 208, 209 and 301B
Building A, Hailrun Complex
No. 6021 Shennan Avenue
Tianan Community
Shatou Street
Futian District
Shenzhen
Industrial Bank Co., Limited
Shenzhen Branch
Industrial Bank Building
No.4013 Shennan Avenue
Futian District
Shenzhen
CORPORATE INFORMATION
–9 9–


--- page 109 ---
The information presented in this section, unless otherwise indicated, is derived from various
government publications and other publications, and from the Frost & Sullivan Report prepared
by Frost & Sullivan commissioned by us. The information derived from official government
sources has not been independently verified by us, the Sole Sponsor , the Overall Coordinators,
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers, any of the
Underwriters, any of our and their respective directors, supervisors, officers, representatives,
employees or advisers, or any other persons or parties involved in the Global Offering, and no
representation is given as to its accuracy.
SOURCES OF INFORMATION
In connection with the Global Offering, we have engaged Frost & Sullivan, an independent market
research consulting firm, to conduct a detailed analysis and prepare an industry report on the
markets in which we operate. Frost & Sullivan is an independent global consulting firm founded in
the United States in 1961. It is principally engaged in the provision of market research consultancy
services, conducting industry research, and providing market and enterprise strategies and
consultancy services across various industries. We incurred a total of RMB1.16 million in fees and
expenses in connection with the preparation and use of the Frost & Sullivan Report. The payment
of this amount is not contingent on the success of the Global Offering or on the conclusions 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.
In connection with the preparation of the Frost & Sullivan Report, Frost & Sullivan performed both
primary and secondary research, and obtained knowledge, statistics, information and industry
insights on the industry trends of the target research markets. Primary research involved
interviewing industry insiders such as leading market players, suppliers, customers, and recognized
third-party industry associations. Secondary research involved reviewing company reports,
independent research reports, and data based on Frost & Sullivan’s own research database.
Our Directors confirm that, after taking reasonable care, there is no material adverse change in the
overall market information since the date of the Frost & Sullivan Report that would materially
qualify, contradict or have an adverse impact on such information.
OVERVIEW OF GLOBAL AND CHINA’S SMART SERVICE ROBOTIC PRODUCTS AND
SERVICES INDUSTRY
As one of the most iconic tool(s) in the era of digital economy, robots are profoundly changing the
way of production and human life. V arious robots are contributing to human-machine interaction
and collaboration, and bring the digital economy to a new level. Robots play an increasingly
important role in expediting technology innovation, promoting industrial upgrading, forging
national competitive edges, and help human beings live better. The development of robot industry
has become an important metric to measure a country’s abilities in technology innovation
competitiveness.
Definition and Classification of Robot
A robot (and a robotic product) is an actuated mechanism programmable in two or more axes with
a degree of autonomy, moving within its environment, to perform intended tasks. Autonomy in this
context means the ability to perform intended tasks based on the information it has perceived
without human intervention.
INDUSTRY OVERVIEW
– 100 –


--- page 110 ---
Robots can be classified by application and smart level. Under the application route, robot can be
further classified into industrial robot and service robot. Service robot is a robot that performs
useful tasks for humans or equipment excluding industrial robots. The highlight of service robots
is their ability to have active interactions with people, which is a step up from the conventional
passive interactions people have with machines. Industrial robot refers to an automatically
controlled, reprogrammable multipurpose manipulator programmable in three or more axes, which
can be either fixed in place or mobile for use in industrial use scenarios, such as articulated robot,
cartesian robot and Selective Compliance Articulated Robot Arm (“ SCARA ”) robot. By smart level,
robot can be classified into smart robot and non-smart robot. Smart robot is a robot with high-level
autonomy that is empowered by a series of AI technologies and advanced robotic technologies, such
as computer vision, voice interaction, and motion control technology, to perform advanced tasks in
complicated environments.
Definition of Smart Service Robot
Smart service robot refers to a service robot with intelligent abilities such as sensing, analyzing, and
processing the information from external environment. Smart service robot can be classified into
personal/domestic smart service robot and professional smart service robot. Personal/domestic
smart service robot is a smart service robot used for non-commercial tasks, usually by lay persons,
such as consumer-level education robot, entertainment smart robot, and personal mobility assist
smart robot. Professional smart service robot is a smart service robot used for a commercial task,
sometimes operated by a properly trained operator, such as enterprise-level education smart robot,
logistics smart robot, food delivery smart robots, reception smart robots, inspection smart robots,
and wellness and elderly care smart robot. The humanoid robots can be either professional smart
service robots or personal/domestic smart service robots depending on the scenarios and objects
they serve.
Value Chain of Smart Service Robots
The upstream of smart service robot value chain includes raw materials and core parts of the smart
service robot. The midstream is the R&D, which mainly consists of robotic and AI technology
R&D, robot production, and system integration. The downstream is the applications of smart service
robots, such as education, logistics and mobile, wellness and elderly care and inspection, to
different use scenarios, etc..
Value Chain of Smart Service Robots
Upstream
Raw Materials and Core Parts
Motor
Reducer
Sensor
Battery
Servomechanism
Controller
EMS
CPU
Midstream
Software system development and
integration
System
Integration
R&D, Production and
System Integration
Calibration
Parts
Assembly
Robots
Production
Testing
Final
Assembly
Downstream
Wellness
and elderly care
Logistics and mobile
Types of smart service robots
Application
Inspection
Disinfection
Healthcare
Food Delivery
Core Parts
GPU
Robotic and AI
technology R&D
Provide customers with integrated
 products and services
Education
Reception
INDUSTRY OVERVIEW
– 101 –


--- page 111 ---
Core Technologies of Smart Service Robots
Computer vision and voice interaction enable smart service robots to realize interaction with
surrounding environment, human, and other robots; movement planning and control, as well as
positioning navigation enable smart service robots to move in a far more complex environment, and
servo actuators further enhance the flexible and precise movements of smart service robots.
Therefore, a robot company which owns full-stack core technologies have more opportunities in the
future competition in the smart service robotic products and services industry.
Computer Vision  Computer vision technologies enable smart service robot to identify and recognize
faces, objects, and environments they encounter in a human-like vision, helping pick
out details in objects for decision-making on its next actions, motion, or interaction
with human.
V oice Interaction  V oice interaction technology is a comprehensive technology that uses voice as the
basic information carrier to enable smart service robot to interact with human in a
human-like manner. It integrates technologies such as Automatic Speech Recognition
(ASR), Natural Language Processing (NLP), and Text-to-speech (TTS).
Servo Actuators  Servo actuators are joints of smart service robot that enable the performance of
diverse, flexible and precise movements and perform safe, smooth, accurate and agile
joint movements and carry out complex tasks, servo actuators can support rotational
movement, to realize human-like movement and other application scenes.
Positioning Navigation  Positioning Navigation technology is a complex system that integrates multiple
technologies such as sensors, perception, planning, control, and decision-making,
enabling smart service robot to move from point A to point B in unfamiliar or known
environments. It comprises key technologies such as positioning, mapping, navigation
and obstacle avoidance.
Motion Planning and
Control
 Motion planning refers to the method of motion tasks, and control is the process of
execution. Motion planning and control ensure smart service robot to accurately
execute the given motion instructions, and realize functions such as operation,
movement, and motion.
The Group’s AI technologies can be classified as artificial narrow intelligence (ANI) as opposed to
artificial general intelligence and artificial super intelligence, since they are generally developed or
used only for specific and narrow tasks and/or application scenarios and cannot fully perform
intellectual capabilities of human-beings at its current stage. Currently, ANI is the only form of AI
used in smart service robotic products and services in the market because artificial general
intelligence and artificial super intelligence are the future development form of AI and have not
been fully commercialised in the market.
Market Size of Global Smart Service Robotic Products and Services Industry
Forecasted
11.0 13.1 16.1 17.0 21.6 26.3 31.6 37.3 42.8 48.4
3.4 4.3 5.0 6.0 6.5
7.6
2018 2019 2020 2021 2022 2023E 2024E 2025E 2026E
11.4
8.0
15.3 18.1 22.1 23.5
29.2
35.2
41.8
48.8
2027E 2028E
55.8
62.8
CAGR 2018-2022 2022-2028E
Total 19.8% 17.8%
Personal/Domestic Smart Service Robots 17.1% 14.3%
Professional Smart Service Robots 20.9% 19.1%
Personal/Domestic Smart Service Robots Professional Smart Service Robots
USD  Billion, 2018-2028E
8.9
10.2
11.6
13.0
14.4
Source: International Federation of Robotics; Frost & Sullivan
INDUSTRY OVERVIEW
– 102 –


--- page 112 ---
To proactively develop the robot industry has become a national strategy for many advanced
economies as well as emerging economies. In particular, the continuous upgrade of robotic
technologies, decrease of smart service robot price, and the gradually increasing willingness of
downstream customers to accept paying for smart service robotic products and services become
more widely adopted in more use scenarios accelerate the fast growth of global smart service
robotic products and services market. Moreover, labor shortage and increasing labor costs further
accelerated the fast penetration of smart service robotic products and services. According to Frost
& Sullivan, the global smart service robotic products and services market, measured by sales
revenue, has increased from USD11.4 billion in 2018 to USD23.5 billion in 2022, representing a
CAGR of 19.8% during this period.
Going forward, as the types and functionalities of smart service robotic products and services
expand and become more mature and flexible, it is expected that the market size of global smart
service robotic products and services market will reach USD62.8 billion with a CAGR of 17.8%
from 2022 to 2028, according to Frost & Sullivan.
Market Size of China’s Smart Service Robotic Products and Services Industry
Forecasted
2018 2019 2020 2021 2022 2023E 2024E 2025E 2026E 2028E2027E
10.19.2
19.3
16.5
11.8
28.3
21.6
13.6
35.2
29.2
17.5
46.7
31.2
20.4
51.6
66.0
40.5
25.5
54.6
31.1
85.7
70.2
37.2
107.4
88.0
43.5
131.5
106.4
50.3
156.7
183.2
57.4
125.8
CAGR 2018-2022 2022-2028E
Total 27.9% 23.5%
Personal/Domestic Smart Service Robots
Professional Smart Service Robots
22.0% 18.8%
32.6% 26.1%
Personal/Domestic Smart Service Robots Professional Smart Service Robots
Source: International Federation of Robotics; Frost & Sullivan
China’s government has launched a series of favorable policies, such as Implementation Plan for
“Robotics+” Application Action “ዚኜɛ+” issued by the MIIT and various
other PRC governmental departments in January, 2023, to promote the development of robot
industry. As a consequence, the market players of China’s smart service robotic products and
services industry have experienced an aggregation and synergistic effect. Moreover, the strong
market demand in China provides more opportunities and confidence for smart service robotic
products and services companies to launch innovative products and services. According to Frost &
Sullivan, China’s smart service robotic products and services market, measured by sales revenue,
has increased from RMB19.3 billion in 2018 to RMB51.6 billion in 2022, representing a CAGR of
27.9% during this period.
The penetration rate of smart service robotic products and services in the PRC is remained low in
recent years. The low penetration rate of smart service robotic products and services industry can
be attributed to several factors, including: (i) High cost: Smart service robotic products and services
can be expensive to develop and deploy, making them unaffordable for many businesses and
consumers; (ii) Limited functionality: Many smart service robotic products and services have
limited functionality and are not yet capable of performing complex tasks that humans can do,
making them less attractive to potential users; (iii) Lack of awareness: Many businesses and
consumers are not aware of the potential benefits of using smart service robotic products and
services, or they may not understand how to use them effectively; and (iv) Technical challenges:
Developing and deploying smart service robotic products and services can be challenging, requiring
specialized skills and expertise that are not widely available.
INDUSTRY OVERVIEW
– 103 –


--- page 113 ---
Going forward, it is expected that the cutting-edge AI technologies will shape the development of
China’s smart service robotic products and services market significantly in the next few years, and
the use scenarios of smart service robotic products and services in China will be further explored.
Moreover, the continuous upgrades of appearance and functionality of personal/domestic use smart
service robotic products for non-commercial tasks as well as the compelling application at a
competitive price will further stimulate the growth of personal/domestic smart service robotic
products and services market. According to Frost & Sullivan, China’s smart service robotic products
and services market will reach RMB183.2 billion with a CAGR of 23.5% from 2022 to 2028.
Market Drivers of China’s Smart Service Robotic Products and Services Industry
Favorable Policies to Propel the Development of China’s Smart Service Robotic Products and
Services Industry
The smart service robotic products and services industry is considered as an important industry by
the Chinese government, and the Chinese government has promulgated a series of favorable policies
to propel the development of the smart service robotic products and services industry. For example,
in 2021, the “14th Five-Y ear Plan for Development of Chinese Robotics Industry” was promulgated
to claim “breakthroughs will be made during the period in a number of core technologies and
high-end products of robots”. In the national plan “Made in China 2025”, the robot industry was
listed along with artificial intelligence and automation, as one of the priority sectors for high-level
development that promote the transformation and upgrading of the manufacturing industry. In 2023,
the MIIT and various other PRC governmental departments jointly issued Implementation Plan for
“Robotics+” Application Action “ዚኜɛ+”, which proposes (i) the depth
and breadth of application of service robots and special robots in various industries including,
among others, manufacturing, agricultural, construction, energy and logistics; and (ii) the ability of
robots to promote high-quality economic and social development would be significantly enhanced.
Increasing Demands Due to Labor Shortage and Increasing Labor Costs
From 2020 to 2030, China’s working-age population is estimated to drop from 989 million to 963
million, and the labor participation rate is estimated to decline from 68.4% to 65.2%. Besides, the
average labor costs in China have increased significantly. From 2018 to 2022, the average annual
wage of urban employees increased from RMB82.4 thousand to RMB114.0 thousand, representing
a CAGR of 8.5% during the same period. As a result, there are huge demands from many industries
for utilizing smart service robotic products and services to address the challenges associated with
labor shortage and increasing labor costs.
Advancement of Core Technologies in Smart Service Robotic Products and Services Industry
Previous robotic products and services, which have no or limited AI capabilities, or limited robot
device technologies, such as joint movement, face significant challenges in production costs, as
well as the efficiently and effectively of perceiving and analyzing the information from the real
world, planning and making decision based on the results of its analysis, or interacting with people,
then hinder the wide adoption of robotic products and services. Thanks to the advancements of AI
technologies, these challenges are well addressed, and the application of stronger AI technologies
propels the rapid growth of the smart service robotic products and services market. The
opportunities for AI-empowered robots in the world and China are driven not only by the sheer size
of the market, but also by the need to enhance and enrich our daily lives through robotic technology
and innovations. For instance, the voice interaction and computer vision technologies enable
reception robots to identify and recognize human and surrounding objects and have conversations
with human; positioning navigation, motion planning and control enable food delivery robots and
logistics robots to deliver food and goods to designated places autonomously in a complex
environment; and servo actuators further enhance the flexible and precise movements of smart
service robots. The advancement of AI technologies transformed robots from passive interaction to
active interaction with human, addresses limitations of traditional robotic products and services.
INDUSTRY OVERVIEW
– 104 –


--- page 114 ---
Increasing Consumer Acceptance of Smart Service Robotic Products and Services
With the advancement of AI and robotic technologies, as well as the encouragement of digitalization
across industries in China, more enterprises started to adopt smart service robotic products and
services to increase work efficiency and safety. Hence, for the past several years, the smart service
robotic products and services industry has gradually matured, costumers are willing to pay for it for
the cost effectiveness and satisfied user experience.
Market Trends of China’s Smart Service Robotic Products and Services Industry
Robots Will Become Smarter with the Further Advancement of AI Technologies
The further upgrades of AI technologies will propel the deeper applications of smart service robots
across industries. The emerging technologies such as ChatGPT, have been rapidly extended to many
applications including humanoid robot intuitive operation. Current robotics pipelines begin with an
engineer or technical staff who needs to translate the tasks’ requirements into code to implement
applications. In contrast, when ChatGPT evolves to provide multi-modal AI capabilities (instead of
conversation only), it will enable people to develop various robotic applications (such as making
coffee, bringing a chair, fetching medicine) much more easily, without the need to learn complex
programming skills or robotic AI algorithms. With the further development of GPT based
multi-modal AI, (such as integration of computer vision, NLP , and motion control), robot
empowered by multi-modal AI will be able to conduct complex tasks automatically, such as walking
and grasping, using screwdriver, and assemble a chair, without complicated programming.
Smart Service Robotic Products and Services Will be Introduced Into More Industries and Use
Scenarios
From providing indoor delivery to offering services in wellness and elderly care scenarios, smart
service robots are making humans’ lives easier and helping businesses across industries improve
productivity and enhance the customer experience. Across industries, robotic and AI technologies
have enabled innovative products and services to the challenges faced by businesses of all sizes.
Companies are utilizing smart service robots to bring humans and technology closer together,
solving problems, and transforming their business models to meet evolving demands.
Trend of Humanoid Robots
Humanoid robot is a major carrier of AI technologies and allows human to experience the advanced
AI technologies more intuitively. Compared to other types of robot, humanoid robot is more
ergonomic, and can adapt more quickly to human’s living and working environments, and their
human-like appearance can make them more approachable in daily life, and working environments.
Shifting of Business Models from Provision of “Products” to Provision of “Products + Services”
With the deeper understanding of industry pinpoint and the further development of robotic
technologies, smart service robotic products and services companies nowadays are able to provide
both smart service robotic products and services instead of just smart service robotic products. For
instance, professional smart service robots can collect analytical data for decision making, and
elderly care robots are able to achieve real-time connection between the elder people with hospitals
to avoid emergency situations. For smart service robotic products and services companies, the
proliferation of integrated products and services offerings which contains both products and
services can maximize the instinct value of smart service robots, and also explore their business
models.
Prevalence of Modular for R&D of Smart Service Robots
Modular technology can significantly increase the speed of developing new products and reduce
manufacturing costs, which provide the overall system of smart service robots with versatility
scalability, and configurability, as well as increase fault tolerance. The high efficiency, accuracy and
cost advantages of modular technology design have been fully reflected in R&D and production of
smart service robots.
INDUSTRY OVERVIEW
– 105 –


--- page 115 ---
Entry Barriers of China’s Smart Service Robotic Products and Services Industry
Intensive and Continuous R&D Investment on Robotics Technologies
Through diversification and the establishment of robotic technologies, investments in new robotic
technologies have increased significantly, meanwhile, the application spectrum of R&D on robotics
has expanded. The continuous updates of technologies, such as artificial intelligence, Big Data and
5G will drive smart service robotic products and services companies to further invest in robotic
technologies, in order to catch up the possibilities that could make smart service robots more
intelligent.
Sufficient Industry Know-how
Industry leaders have accumulated enough industry know-how to develop their product line and
market strategy. New entrants may lack this industry knowledge, which can result in a
misunderstanding of customer preferences and make it difficult for them to invent competitive
products that can gain market share in the long run.
Barriers for New Entrants to Establish Brand Recognition
The products and services of market pioneers have gained high brand recognition and wide
customer recognition in the industry, placing them in a leading position for market expansion. It is
difficult for new entrants to establish brand recognition, or establish a strong connection in the
industry supply chain within a short period of time.
COMPETITIVE LANDSCAPE OF CHINA’S SMART SERVICE ROBOTIC PRODUCTS
AND SERVICES INDUSTRY
Overview of Major Players
The competition of China’s smart service robotic products and services industry is keen and
fragmented since the industry is still at an early stage and there are only a few players in this
industry who are able to provide full-stack core technologies, which include computer vision, voice
interaction, servo actuators, motion planning and control, and positioning navigation, with many
industry players seeking to enter into the market by developing the same or similar technologies.
According to Frost & Sullivan, we ranked 3rd in China’s smart service robotic products and services
industry in terms of revenue in 2022 and we are one of the two companies among top five that have
full-stack core technologies capabilities. The following table illustrates the information of top five
players:
Ranking Company Overview
Registered
Capital
(RMB Million)
Listing Status
Geographical
Coverage of
Products
Type of smart
service robot
Full -stack
core
technologies
Revenue of smart
service robotic
products and services
in China 2022
(RMB, Billion)
Market
share in
2022
1 CloudMinds
• Founded in 2015, headquartered
in Shanghai, China. The company
specialized in cloud-based robot
and operation platform
• 1,366 • Not listed • China • Public smart
service robot • 2.0 • 6.4%
2
HIKROBOT
• Founded in 2016, headquartered
in Hangzhou, China. The company
provides customers with machine
vision products and mobile robots
• 720
• In Progress
of Shenzhen
Stock
Exchange
• China and over
50 overseas
countries and
regions
• Logistics smart
robot / • 1.5 • 4.6%
3 UBTECH
• Founded in 2012, headquartered
in Shenzhen, China. The company
is an established smart service
robotic products and services
provider in China
• 407 • In Progress
of HKEX
• China and over
50 overseas
countries and
regions
• Education smart
robot
• Logistics smart
robot
• General service
robot
• 0.9 • 2.8%
4
SGAI
• Founded in 2000, headquartered
in Jinan, China. The company is
specialized in inspection robot in
electronic industry
• 150 • Not listed • China • Inspection
smart robot / • 0.9 • 2.7%
5
Geek+
• Founded in 2015, headquartered
in Beijing, China. It is a products
and services provider in the
logistics and mobile smart
robotic product and services
industry
• 1,159 • Not listed
• China, and over
40 overseas
countries and
regions
• Logistics smart
robot / • 0.7 • 2.2%
/g57
/g57
Source: Interviews with industry players; Frost & Sullivan
INDUSTRY OVERVIEW
– 106 –


--- page 116 ---
Price Range of Major Raw Materials for the Production of Smart Service Robots
 A smart service robot comprises of hundreds of raw materials whose attributes, functions, and
prices significantly vary between each other. The major raw materials for the production of
smart service robots are mainly include sensors, integrated circuits, soldering tin stick,
capacitors, PCB boards, potentiometers, and compliers (composed of software and hardware),
the cost of these raw materials accounts for approximately 45% of total raw materials of a
smart service robot. Many raw materials, such as frame parts or cables, are common goods in
smart devices market, and have sufficient supply and relatively limited price fluctuations.
Therefore, there is no specific price trend for the raw materials used in the products of the
Group. Given the variety of raw materials of a smart service robot, the correlation of smart
service robotic products price and different raw materials is relatively low. The price changes
of one or several raw materials may not have material impacts on the final price of a smart
service robot.
Major raw materials Price Range Per Unit
from 2020 to 2022(RMB) Key factors affecting the prices
Sensors 0.4 – 20,000
•
•
•
• Types of sensors and their functionalities; for example, the average price of some
simple ambient light sensors is only around RMB0.4, while the price of high-end
sensors with more advanced functionalities, such as six-axis force sensors, can
exceed RMB15,000
• Production capacity of manufacturers
Integrated circuits (ICs) 0.1 - 100
• Types of ICs and their functionalities; for example, the average price of some power
management IC such as LDO, DC-DC converters, or interface ICs, is usually less than
RMB5, while the average price of some application processors, such as CPU, can
exceed RMB50
• Production capacity of manufacturers
Soldering Tin Stick Types of Soldering Tin Stick (with lead or lead-free)
Price changes of upstream raw materials
Capacitors 0.002 - 3 Types of raw materials and specifications of capacitors
PCB boards 0.5 - 350 • Raw materials, size of board, number of layers, size of hole, minimum trace and space,
thickness and aspect ratio, quantity of order, and custom specifications
Potentiometers
Compliers
(composed of software and
hardware)
1.3 - 2.5
1,100 – 1,700
• Specifications of potentiometers
• Quantity of order, custom specifications
150 -
300/kg
(2020)
160 -
340/kg
(2021)
170 -
380/kg
(2022)
Source: Frost & Sullivan
INDUSTRY OVERVIEW
– 107 –


--- page 117 ---
OVERVIEW OF KEY SEGMENTS OF SMART SERVICE ROBOTIC PRODUCTS AND
SERVICES INDUSTRY IN CHINA BY USE SCENARIOS
The Breakdown of Market Revenue of Smart Service Robotic Products and Services in China
by Key Segments
Forecasted
2024E2018 2020 2019 2026E2021 2027E 2028E2022 2023E 2025E
CAGR 2018-2022 2022-2028E
Total 27.9% 23.5%
Education 23.1% 20.4%
Logistics and Mobile 49.5% 30.4%
Wellness and Elderly Care 41.4% 32.5%
Inspection 23.9% 20.9%
Vacuum and Floor Cleaning 22.0% 18.4%
Reception / 27.0%
Food Delivery / 33.5%
Others* 22.4% 21.9%
Education Smart Robotic Products and Services
Vacuum and Floor Cleaning Robotic Product
Food Delivery Smart Robotic Products and Services
Logistics and Mobile Smart Robotic Products and Services
Wellness and Elderly Care Smart Robotic Products and Services
Inspection Smart Robotic Products and Services
Reception Smart Robotic Products and Services
Others
RMB Billion, 2018-2028E
4.2 0.31.0
19.3
28.3 35.2
46.7 51.6
66.0
85.7
107.4
131.5
156.7
183.2
8.5 9.88.0 9.3 12.1
11.2
11.2 14.3 17.8 21.9 26.5 31.5 36.9
12.0
16.8
24.4
32.5
41.6
50.3
58.9
1.4
0.3 0.5 0.4 0.7 0.6 0.8 1.2 1.1 1.5 1.4 1.8 1.7 2.1
5.1
6.5
2.9
3.9
4.1
5.0
6.0
7.0
0.9
2.1
3.3
2.6
17.8 21.7 25.8 29.9 34.4 39.218.2
22.0
26.2
30.9
14.9
14.2
9.9 11.91.2
1.52.32.38.9
9.05.0 0.92.5
0.66.7 3.82.0
5.0 7.2
* Others include other types of smart service robotic products and
services, such as professional cleaning smart robotic products and
services, field smart robotic products and services, and security smart
robotic products and services, etc..
2.4
6.4
Source: International Federation of Robotics; Frost & Sullivan
Education Smart Robotic Products and Services Industry
Market Size of China’s Education Smart Robotic Products and Services Industry
Forecasted
2018 2019 2020 2021 2022 2023E 2024E 2025E 2026E 2028E2027E
1.0
2.0
2.5 2.3 2.3 2.6
3.3
4.1
5.0
6.0
7.0
CAGR 2018-2022 2022-2028E
Education Smart Robots 23.1% 20.4%
RMB Billion, 2018-2028E
Source: Interviews with industry players; Frost & Sullivan
INDUSTRY OVERVIEW
– 108 –


--- page 118 ---
Education smart robotic products and services (i) mean education robotic products and services that
utilize any AI technologies, rather than the common hardware including computers and projectors,
used in the teaching process; (ii) consist of education smart robotic products and supplementary
software and services (e.g. AI smart education platform and AI education curriculum); (iii) are used
as teaching tools to assist students in STEAM curricula learning, such as AI and programming
learning; and (iv) are aimed at enterprise-level customers, including schools and educational
institutions, as their downstream customers, rather than individual consumers. The market size of
China’s education smart robotic products and services industry, measured by sales revenue, has
reached RMB2.3 billion in 2022 from RMB1.0 billion in 2018, with a CAGR of 23.1% from 2018
to 2022. The market sentiment towards China’s education smart robotic products and services
industry was not good in 2021 and decreased as compared to the market size in 2020, according to
Frost & Sullivan. Moreover, the PRC government issued the “Opinions on Further Reducing the
Burden of Students’ Homework and Off-campus Training in Compulsory Education” in mid-2021,
but since the application of education smart robots are related to AI subjects instead of compulsory
subjects and are not subject to relevant restrictive policies, the sales revenue has not been affected
in 2022.
As the number of local governments which have announced favorable policies to promote
AI-related courses remains relatively low, the penetration rate of the education smart robotic
products and services industry in the PRC was approximately 8% in the year ended December 31,
2022. Such penetration rates remained low primarily because (i) while the State Council released
the first AI education related policy, namely the New Generation of Artificial Intelligence
Development Plan in 2017, local governments of provinces and cities such as Zhejiang Province
and Shenzhen City only gradually announced its policies to promote or include AI education as a
compulsory part of school curriculum in the recent two to three years, which resulted in low
penetration rate of smart service robotic products and services in education smart robotic products
and services industry in the PRC; and (ii) the adoption of education smart robotic products and
services requires relatively high investment from local governments and schools which resulted in
the overall slow application in educational scenario.
Looking forward, with the promotion of artificial intelligence education by the government and the
expansion of the AI laboratories and programming laboratories in schools, the market base for
education smart robotic products and services will continue to expand, and it is expected the market
size will reach RMB7.0 billion by 2028, representing a CAGR of 20.4% from 2022 to 2028.
Market Drivers of China’s Education Smart Robotic Products and Services Industry
Policy Support
Policy support is a major factor of the rapid development of China’s education smart robotic
products and services industry. For example, the 14th Five Y ear Plan for National Informatization
proposed that in order to improve the level of the infrastructure of the campus, it is necessary to
further implement the construction of digital campuses and accelerate the upgrade of digital and
intelligent facilities for teaching, experiments, research, management and services at all kinds of
schools.
INDUSTRY OVERVIEW
– 109 –


--- page 119 ---
The PRC government pays more attention to programming and robotics education in recent years.
To promote development and application of education robots, a series of policies have been issued.
In 2018, Educational Informatization 2.0 Action Plan emphasized the need to strengthen the
research and application of intelligent teaching assistants and education smart robots. Moreover, the
“double reduction” policy issued by the PRC government in mid 2021 has facilitated the
development of enrichment learning. Opinions on Strengthening Scientific Education in Primary
and Secondary Schools in the New Era issued in 2023 proposed to promote science education in
primary and secondary schools based on practices, stimulate students’ imagination, and cultivate
students’ interest in science. Therefore, it has led to the situation that the education smart robots
were not only be applied in “out of school education” and training institutions, but also be brought
into schools. Students will also have more time to develop their interest after school.
The prevalence of innovation in the teaching process
Compared to traditional teaching and learning scenarios, innovative teaching modes that
incorporate various enrichment learning and teaching classes, including AI, have shattered the
conventional restrictions. As a result, these models significantly cultivate the comprehensive
literacy of Generation Z or post-00s individuals, and empower an interactive and technologically-
driven teaching process. Therefore, the prevalence of such innovation in the teaching steps drives
the growth of the education smart robotic products and services industry.
Market Trends of China’s Education Smart Robotic Products and Services Industry
Product Innovation and Expansion of Supporting Services
Benefiting from the continuous development of machine learning, AI, and other technologies, the
education smart robotic products and services industry will continue to innovate product forms and
optimize product performance. For instance, there will be an increasing demand of humanoid robots
to serve as educational tools for learning purpose. Furthermore, in order to enhance the learning and
using experience supported by education smart robots, more and more market players will engage
in providing related services, such as robot competitions, professional curriculum content, robot
culture, science and technology activities, teacher training and so on.
Robotic education is increasingly being introduced into schools and educational institutions
At the present stage, programme writing education robot in primary and secondary education
mainly appears in the form of robot competition and extracurricular robot training. Looking
forward, with promotion of strengthening AI education in China and the support of the
government’s favorable policies, the number of programming laboratories will start to increase and
AI subjects will prevail in many schools and educational institutions. Meanwhile, education smart
robots will gradually be applied in an increasing number of schools and educational institutions to
cultivate students’ comprehensive ability in an all-round way and improve their competitiveness.
INDUSTRY OVERVIEW
–1 1 0–


--- page 120 ---
Competitive Landscape of China’s Education Smart Robotic Products and Services Industry
According to Frost & Sullivan, the competitive landscape of China’s education smart robotic
products and services industry is fragmented with more than 50 market players and we ranked first
and accounted for 22.5% market share of the industry in terms of revenue in 2022. The table set
forth below illustrates the information of the top five market players in China’s education smart
robotic products and services industry:
Ranking Company Overview Listing
Status
Geographical
Coverage of
Products
Number of
employees
(As of Dec 31,
2022)
Sales revenue of
education smart robotic
 products and services
in China in 2022
(RMB, million)
Market
share
in 2022
1 UBTECH
•
• In
Progress
of HKEX
• China and over
50 overseas
countries and
regions
• 1,692
• It engages in provision of
education smart robotic
products and services in
both enterprise-level and
consumer-level.
• 517 • 22.5%
2
Shengtong
• A public company founded in
2000, listed on SZSE, and
headquartered in Beijing, China.
The company primarily engages in
the printing and smart education
industry.
• Listed on
the
Shenzhen
Stock
Exchange
• China, Israel • Around 3,300
• It provides a wide range of
tech-enabled services and
products associated with
programme writing
education, robotic education,
and education smart robots.
• 92 • 4.0%
3
WhalesBot
• Founded in 2018, headquartered
in Shanghai, China. The company
is a robotics products and services
provider for the youth education.
• Not listed
• China and over
26 countries
and regions
• Around 100
• It provides education smart
robots, programmable
robotics kits, or other
educational robotic
services for schools and
competitions.
• 52 • 2.2%
4
DJI
• Founded in 2006, headquartered
in Shenzhen, China. It engages in
designing and manufacturing
action cameras, camera stabilizers,
unmanned aerial vehicles (drones)
for photography and videography.
• Not listed
• China, the
United States,
Germany, the
Netherlands,
Japan, South
Korea
• Around 14,000
• It provides a wide range of
education smart robotic
products and services
for learners.
• 50 • 2.2%
5
Makeblock
• Founded in 2013, headquartered
in Shenzhen, China. It primarily
provides schools with robotics
hardware, software, and teaching
content.
• Not listed
• China and over
140 countries
and regions
• More than 500
• It provides educational
smart robotic products and
services, such as robotic kits
and robotic teaching
resources for schools.
• 45 • 2.0%
Introduction of education
smart robotic products
and services
Founded in 2012, headquartered in
Shenzhen, China. The company is
an established smart service robotic
products and services provider in
China.
Source: Interviews with industry players; Frost & Sullivan
Logistics and Mobile Smart Robotic Products and Services Industry
Market Size of China’s Logistics and Mobile Smart Robotic Products and Services Industry
2018-2022
49.5%
2022-2028E
30.4%
3.82.4
8.9
12.0
5.0
16.8
24.4
32.5
41.6
50.3
58.9
2025E2024E2023E20222021202020192018 2026E 2027E 2028E
Forecasted
CAGR
RMB Billion, 2018-2028E
Logistics and Mobile
Smart Robots
Source: Mobile Robot and AGV/AMR Industry Alliance; Frost & Sullivan
Driven by a rising application scenarios of logistics and mobile smart robots such as warehouse
picking and distribution, according to Frost & Sullivan, the market size of China’s logistics and
mobile smart robotic products and services industry, which measured by sales revenue has increased
from RMB2.4 billion in 2018 to RMB12.0 billion in 2022, with a CAGR of 49.5% during this
period.
INDUSTRY OVERVIEW
– 111 –


--- page 121 ---
According to Frost & Sullivan, the penetration rate of logistics and mobile smart robotic products
and services industry in the PRC is still relatively low, since: (1) it takes time for end customers
with different business scales and the willingness to undergo digital transformation to adopt and pay
for such products and services; (2) there is a high initial investment cost required for customers to
transform traditional factories into smart factories. Moreover, as logistics and mobile smart robotic
products and services can be widely used in different scenarios of various industry verticals, it is
difficult to identify the number of customers in each different scenario. As a result, it is not feasible
to calculate the penetration rate corresponding to the total demand for logistics and mobile smart
robotic products and services.
Due to the need for manufacturers and logistics companies to automate their production and/or
storage facilities to maximize their operational efficiency, as well as the shortage of manufacturing
workers and the rising labor cost of China’s manufacturing industry, the demand for logistics and
mobile smart robotic products and services will continue to grow at a high speed in the future. It
is expected that the market size will reach RMB58.9 billion by 2028, with a CAGR of 30.4% from
2022 to 2028, according to Frost & Sullivan.
Market Drivers of China’s Logistics and Mobile Smart Robotic Products and Services Industry
The transformation of manufacturing industry in China
Thanks to the improvement of innovation capabilities, China’s manufacturing industry is gradually
shifting from low-end processing to high-end value-added products. At the same time, with the
promotion of new technologies such as AI, China’s manufacturing industry has begun to transform
towards the orientation of intelligence, and thus driven the market demand for logistics and mobile
smart robotic products and services.
Rise of new retail and e-commerce industry
In recent years, logistics and warehousing systems have been increasingly automated to improve
efficiency and cost control. At the same time, the new retail and e-commerce industries, which are
highly relying on logistics and warehousing systems, are experiencing a rapid expansion. As a
result, logistics and mobile smart robots are considered a major automation investment for further
optimization of logistics systems, driven by both market demand and product iterations.
Increasing Demands Due to The shortage of labor
China’s labor force continues to decline in recent years due to decline in birth rate, which causes
the rise of labor cost. The rising labor cost, coupled with the younger generation’s unwillingness
to engage in manual labor, has created a serious shortage of manufacturing workers. At the same
time, with the maturity of production technology, the price of robots continues to decline, creating
a strong demand for logistics and mobile smart robots to replace labor.
Market Trends of China’s Logistics and Mobile Smart Robotic Products and Services Industry
Further Demand of Logistics and Mobile Smart Robotic Products and Services in Warehousing and
Production Process
Market participants in manufacturing businesses which adopt logistics and mobile smart robotic
products and services instead of relying on labor intensive model will benefit from most
cost-efficient and effective manner due to lower production costs resulting from longer working
hours and comparatively consistent quality standards in general. There is an increasing trend for
automobile manufacturers to incorporate logistics and mobile smart robotic products and services
into its warehousing and production processes, as traditional labor may not be able to provide
consistent and safe handling of automobile components, semi-finished products and finished
products due to their heavy and fragile nature.
INDUSTRY OVERVIEW
–1 1 2–


--- page 122 ---
Integration of Equipment and Management System
Technologies in warehousing and production line logistics such as AGVs, AMRs, can be applied to
various usages such as handling, transportation, storage, and picking. It can greatly improve the
efficiency of warehousing and logistics. Intelligent warehousing will be more closely integrated
with the companies’ technological process and become an integral part of production logistics and
sales logistics.
The change from “shelves-to-person” to “case-to-person”
The design of logistics smart robotic products in China basically refers to the operation mode of
Kiva robot. When picking a package, the Kiva robot moves the entire shelf where the package is
in front of the warehouse staff, commonly known as “shelves-to-person”. However, the
transportation mode of carrying the whole shelf for a single package is not only a waste of resource,
but also prone to safety accidents in the warehouse. With the gradual maturity of logistics and
mobile smart robot technology, since the “case-to-person” mode can provide the exact goods
demanded by orders in a more precise way, it will replace the “shelves-to-person” mode and
gradually become the mainstream of picking technology in the logistics industry.
Market Opportunities of Logistics and Mobile Smart Robotic Products and Services in Outdoor
Scenarios
With the growth in the number of outdoor scenarios such as smart industrial parks in China, and the
expansion of the need to place certain production facilities and equipment outdoors due to
efficiency and safety concerns in the production process there will be a huge market opportunity of
logistics and mobile smart robotic products and services in outdoor scenarios with uneven terrain
and exposure to extreme weather conditions to overcome the technical barriers associated with
outdoor production and shipping processes.
Competitive Landscape of China’s Logistics and Mobile Smart Robotic Products and Services
Industry
According to Frost & Sullivan, China’s logistics and mobile smart robotic products and services
industry is fragmented with more than 50 market players and the top five market players accounted
for 32.5% market share of the industry in terms of revenue in 2022. According to Frost & Sullivan,
we ranked seventh and accounted for 2.2% market share of China’s logistics and mobile smart
robotic products and services industry in terms of revenue in 2022. The table set forth below
illustrates the information of the top five market players in China’s logistics and mobile smart
robotic products and services industry:
Ranking Company Overview Listing Status
Geographical
Coverage of
Products
Number of
employees
(As of Dec 31,
2022)
Introduction of logistics and
mobile smart robotic products
and services
Sales revenue of
logistics and mobile
smart robotic products
and services in
China in 2022
(RMB, million)
Market
share
in 2022
1 HIKROBOT
• Founded in 2016, headquartered
in Hangzhou, China. The company
provides customers with machine
vision products and mobile robots.
• In
Progress
of
Shenzhen
Stock
Exchange
• China and over
50 overseas
countries and
regions
• Around 3,410
• It provides customers with
mobile smart robots and
systems, and build smart
internal logistics products
and services in industrial
factories.
• 1,515 • 12.6%
2 Geek+
• Founded in 2015, headquartered
in Beijing, China. It is a products
and services provider in the
logistics and mobile smart robotic
products and services industry.
• Not listed
• China, and
over 40
overseas
countries and
regions
• More than
1,500
• It primarily provides
autonomous mobile
robotic (AMRs)
products and services
for smart warehouses
or factories.
• 690 • 5.8%
3 OMH
• A public company founded  in
1995, headquartered in Taiyuan,
 China. The company is a smart
manufacturing service provider.
• Listed on
the
Shenzhen
Stock
Exchange
• China, Thailand,
Malaysia,
United States,
Canada, and
other countries
• Around 1,500
• It engages in empowering
logistics smart and
distribution products and
services by AGVs
including conveyors,
tuggers, and fork lifts.
• 656 • 5.5%
4 Gen-song
• A public company founded in
2007, headquartered in Hefei,
China. The company is a
comprehensive products and
services provider in the
manufacturing smart and
logistics smart industry.
• Listed on
the
Shanghai
Stock
Exchange
• China • Around 550
• It is dedicated to providing
customers with smart
logistics and mobile
products and services
based on types of AGVs.
• 567 • 4.7%
5 HAI ROBOTICS
• Founded in 2016, headquartered
in
Shenzhen, China. The company
is a logistics smart robotic
products and services provider
to empower warehouse
and factory.
• Not listed
• China and over
30 overseas
countries and
regions
• More than
1,600
• It is dedicated to providing
robotic warehouse
products and services
in various industries.
• 470 • 3.9%
Source: Interviews with industry players; Frost & Sullivan
INDUSTRY OVERVIEW
–1 1 3–


--- page 123 ---
Wellness and Elderly Care Smart Robotic Products and Services Industry
Market Size of China’s Wellness and Elderly Care Smart Robotic Products and Services Industry
2018-2022
41.4%
2022-2028E
32.5%
0.60.3
1.4 1.20.9
1.5
2.1
2.9
3.9
5.1
6.5
2025E2024E2023E20222021202020192018 2026E 2027E 2028E
Forecasted
CAGR
RMB Billion, 2018-2028E
Wellness and Elderly
Care Smart Robots
Source: Interviews with industry players; Frost & Sullivan
According to Frost & Sullivan, China’s wellness and elderly care smart robotic products and
services market, measured by sales revenue, has increased from RMB0.3 billion in 2018 to RMB1.2
billion in 2022, with a CAGR of 41.4% during this period. Under the influence of the shortage of
long-term care workers and an upward trend in aging population in China, the demand of wellness
and elderly care smart robots has increased.
According to Frost & Sullivan, the penetration rate of wellness and elderly care smart robotic
products and services industry remains low as it is still at its early stage along with a limited number
of technically mature market players and weak market acceptance. Moreover, the lack of
technological familiarity can make it challenging for the elderly to adopt and adapt to wellness and
elderly care smart robotic products and services, leading to low penetration rates. However, it is
difficult to identify the total number of customers as wellness and elderly care smart robotic
products and services can be applied in various scenarios such as hospitals, nursing homes. As a
result, it is not feasible to calculate the penetration rate corresponding to the total demand for
wellness and elderly care smart robotic products and services.
Looking forward, driven by the advancement of the technologies and the iteration of sensors, the
wellness and elderly care smart robots will be commercialized, and also there is much room for
growth in wellness and elderly care smart robotic products and services market, and the market size
will reach RMB6.5 billion by 2028, representing a CAGR of 32.5%, according to Frost & Sullivan.
Market Drivers of China’s Wellness and Elderly Care Smart Robotic Products and Services
Industry
Increasing Aging Population
According to the National Bureau of Statistics of China, the number of people aged 60 and above
in China was 280.0 million as of 2022, accounting for 19.8% of the country’s total population;
among them, 209.8 million were aged 65 and above, accounting for 14.9% of the country’s total
population. In recent years, China’s birth rate and death rate are both decreasing, and people’s life
expectancy is improving, which amplified the trend of the aging population. In addition, according
to the National Health Commission of the People’s Republic of China, the elderly population aged
60 and above is expected to continue to grow from 2022 to 2035, and will reach 400 million in 2035,
accounting for more than 30% of the total population in 2035. Therefore, elderly care has become
a major problem that Chinese families urgently need to solve. As a result, it will provide the market
opportunities for the development of the wellness and elderly care smart robotic products and
services.
INDUSTRY OVERVIEW
–1 1 4–


--- page 124 ---
Shortage of Long-term Care Workers
China is facing an inevitable challenge in the shortage of long-term care workers and an
increasingly aging population. Given the increasing labor costs and the expected relatively slow
growth of the supply of long-term care workers, wellness and elderly care smart robots, which are
capable of performing laborious and repetitive rehabilitation tasks and ensuring the accuracy and
consistency of training movements, present themselves as a more efficient and effective approach
to address the rapidly increasing demands on elderly care, and they could also fill the
supply-demand gap of long-term workers in China.
Market Trends of China’s Wellness and Elderly Care Smart Robotic Products and Services
Industry
Gradually Increasing Market Share of Wellness and Elderly Care Smart Robots
Triggered by the recent rapid development of technologies such as AI and IoT, the wellness and
elderly care smart robots will serve as the intelligent products that integrate all the functions of
simple and basic wellness and elderly care equipment and have the ability to perform intended tasks
autonomously. Moreover, the rising aging population and the increasing number of empty-nest
elderly families will make the future demand for wellness and elderly care smart robots grow
strongly, especially the demand for wellness and elderly care smart robots with multiple functions
such as rehabilitation, daily care, and medical care. As a result, there is much room for growth in
wellness and elderly care smart robotic products and services market in the near future.
Expansion of Wellness and Elderly Care Smart Robots in More Application Scenarios
With the continuous enrichment of function categories such as observation and monitoring of health
status, emotional and physical companion, assistance of rehabilitation training, and voice
interaction, wellness and elderly care smart robots will begin to expand from the professional field
to the general public. For example, from the perspective of application scenarios, it is being
popularized by hospitals and professional elderly care institutions to age-friendly communities and
individual families.
Competitive Landscape of China’s Wellness and Elderly Care Smart Robotic Products and
Services Industry
According to Frost & Sullivan, China’s wellness and elderly care smart robotic products and
services industry has a highly fragmented competition landscape with more than 40 market players
and the top three market players accounted for approximately 15.0% market share of the industry
in terms of revenue in 2022. According to Frost & Sullivan, there are still limited players with
mature technologies as the wellness and elderly care smart robotic products and services industry
in China is still at the early stage. As a result, it is difficult to identify the rest of the dominant
market players in the industry in terms of revenue in 2022.
INDUSTRY OVERVIEW
–1 1 5–


--- page 125 ---
Inspection Smart Robotic Products and Services Industry
Market Size of China’s Inspection Smart Robotic Products and Services Industry
6.7
4.2
11.2 9.99.0
11.9
14.9
18.2
22.0
26.2
30.9
2025E2024E2023E20222021202020192018 2026E 2027E 2028E
Forecasted
CAGR 2018-2022
23.9%
2022-2028E
20.9%
RMB Billion, 2018-2028E
Inspection Smart
Robots
Source: Interviews with industry players; Frost & Sullivan
Since the inspection smart robots can be used to detect faults or failure in the small or dangerous
sites including pipelines, walls, and machines, it has been widely applied in the scenarios. In 2022,
inspection smart robotic products and services market, measured by sales revenue, was valued at
RMB9.9 billion, growing at a CAGR of 23.9% from 2018 to 2022, according to Frost & Sullivan.
Due to the effect of COVID-19, it may be difficult for the suppliers to successfully deliver the
products and services, as well as to meet the demand for inspection smart robotic products and
services in China, as a result, there will be a slight decline in market size in 2022.
According to Frost & Sullivan, the main application scenarios of inspection smart robots are power
distribution stations and substations, and the penetration rate of inspection smart robotic products
and services is still relatively low since AI and robotic technologies are still quickly developing and
inspection smart robots can only partially substitute or enhance manpower to finish works in some
procedures. However, it is not feasible to calculate the penetration rate since different scenarios
have varying needs for inspection smart robotic products and services.
In the forthcoming years, adoption of IoT, AI, and cloud computing will bring the advancement of
the inspection smart robots. And the market size is anticipated to reach RMB30.9 billion by 2028,
representing a CAGR of 20.9%, according to Frost & Sullivan.
Market Drivers of China’s Inspection Smart Robotic Products and Services Industry
Application requirements in dangerous sites
It is well known that there are often inspection tasks in high-cold and remote areas and that people
are usually unable to access, however inspection smart robots with advanced navigation technology
can be used in substations and distribution plants in dangerous environments, gradually replacing
personnel and collection systems. Examples include completing multiple inspections per day in
unattended substations; reading and checking data and images, as well as other information from
thousands of equipment inspection points.
INDUSTRY OVERVIEW
–1 1 6–


--- page 126 ---
Development in AI Technology
Currently, common technologies and features of inspection smart robotic products include magnetic
rail navigation, laser navigation, differential GPS navigation and other positioning technologies.
With the continuous development of AI technology, including the use of infrared technology to
achieve navigation and positioning and visual recognition to achieve monitoring and monitoring,
the inspection smart robotic products and services industry is constantly developing.
Policy Support from the National and Local Governments
With policy support from both the national and local governments, China has achieved the early
application of autonomous inspection smart robots in substations and other scenarios in the world.
For example, with the support of the National “863 Program”, the State Grid Corporation of China
has successively developed a series of substation inspection smart robots, which comprehensively
use non-contact detection, multi-sensor fusion navigation and positioning, and visual servo pan-tilt
control technologies to achieve inspections. The inspection smart robots are able to run
autonomously outdoor under all climate conditions in all regions.
Market Trends of China’s Inspection Smart Robotic Products and Services Industry
Maturity of Technologies such as Line Fault Detection
With the gradual development of inspection smart robot technology, line fault detection methods
and autonomous inspection technologies are gradually becoming more mature. Inspection smart
robots will gradually integrate multiple sensors in future applications, and run multiple sensor
fusion methods to cross obstacles to navigate and locate so that they can quickly realize fault
judgment and positioning to ensure that the line can be restored to normal operating condition in
a short time.
Underlying Technology Needs to be Improved
At present, the underlying technology of inspection smart robots, such as the accuracy of outdoor
navigation technology, needs to be improved as it has become an important obstacle in restricting
inspection smart robots’ large-scale application. Therefore, improving product reliability and truly
realizing inspection robots’ potential in inspection and maintenance are the development goals of
the inspection smart robotic products and services industry in the future.
Integration of Multiple Work Methods
The large size and limited flexibility of inspection smart robots often pose challenges during
application process, especially when they need to perform a variety of task processing functions.
Therefore, inspection smart robots in the future need to integrate multiple operating methods such
as combining robot inspection and online monitoring technology, and be able to share information
across systems and perform complex line inspection task.
Competitive Landscape of China’s Inspection Smart Robotic Products and Services Industry
According to Frost & Sullivan, China’s inspection smart robotic products and services industry has
a highly fragmented competition landscape with more than 200 market players and the top five
market players accounted for approximately 16.0% market share of the industry in terms of revenue
in 2022. The Company accounted for approximately 0.2% market share of the industry in terms of
revenue in 2022.
INDUSTRY OVERVIEW
–1 1 7–


--- page 127 ---
Vacuum and Floor Cleaning Robotic Products Industry
Market Size of China’s V acuum and Floor Cleaning Robotic Products Industry
8.06.4
12.1
14.2
9.3
17.8
21.7
25.8
29.9
34.4
39.2
2025E2024E2023E20222021202020192018 2026E 2027E 2028E
Forecasted
22.0%
2022-2028E
18.4%
CAGR 2018-2022
RMB Billion, 2018-2028E
Vacuum and Floor
Cleaning Robotic
Products
Source: Interviews with industry players; Frost & Sullivan
Under the influence of fast-paced life, the emerging of vacuum and floor cleaning robots would
satisfy the consumer’s demand for household cleaning. In 2022, vacuum and floor cleaning robotic
products market, measured by sales revenue, has increased from RMB6.4 billion in 2018 to
RMB14.2 billion in 2022, growing at a CAGR of 22.0% during this period, according to Frost &
Sullivan.
According to Frost & Sullivan, the penetration rate of vacuum and floor cleaning robotic products
industry in the PRC was less than 4% in 2022. Such penetration rate remains relatively low, mainly
since: (1) compared to advanced economies, the average disposable income in the PRC remains
relatively low, resulting in less availability for discretionary spending on non-essential items like
vacuum and floor cleaning robots; (2) users are concerned about the reliability and maintenance of
vacuum and floor cleaning robots.
Driven by the technological breakthroughs of essential technologies including AI, such as visual
recognition, and SLAM, customers’ using experience will be highly enhanced, as a result, trigger
the further growth of the market. In this regard, China’s vacuum and floor cleaning robotic products
market is anticipated to reach RMB39.2 billion by 2028, representing a CAGR of 18.4% from 2022
to 2028, according to Frost & Sullivan.
Market Drivers of China’s V acuum and Floor Cleaning Robotic Products Industry
The Prevalence of “Lazy Economy”
In today’s fast-paced environment, many consumers have no sufficient time for household chores,
while the emergence of vacuum and floor cleaning robots are able to liberate consumers from
household chores by providing autonomous cleaning services. In addition, people’s increasing
pursuit of high-quality lifestyle increases as a result of economic development, which drives the
growth of household products such as vacuum and floor cleaning robots.
INDUSTRY OVERVIEW
–1 1 8–


--- page 128 ---
Enhancement in core technologies and quality of components
The basic functions of vacuum and floor cleaning robots are sweeping, vacuuming, and mopping.
Improvement in the quality of components such as the mopping cloth and water tank, and also in
the technologies such as the rotation method of sweeping brushes that enable vacuum and floor
cleaning robots to achieve higher quality and perform more functions. Moreover, cleaning routes of
vacuum and floor cleaning robots have been transformed from random collision type to planning
type to further enhance user experience, and thus driving the increasing demand for vacuum and
floor cleaning robots.
Market Trends of China’s V acuum and Floor Cleaning Robotic Products Industry
Diversified Product Technology Innovation Will Meet Consumers Need in Different Application
Scenarios
As technology continues to improve, consumer demand for the type of vacuum and floor cleaning
robot will be more complex. The diversification of application scenarios will become the main
development direction of the vacuum and floor cleaning robotic products industry. Moreover, major
vacuum and floor cleaning robot manufacturers will actively launch various new products in the
future, strengthen product technology innovation and AI development, and promote the
diversification of product forms. Specifically, in the future, vacuum and floor cleaning robots will
be able to collect information about cleaning areas, such as the structure of the house, the location
of items, and user habits. The information collection capability combined with big data analysis,
deep learning, and AI technology will enable vacuum and floor cleaning robots to provide diverse
cleaning modes based on user preferences and provide personalized services, thereby greatly
enhancing consumer experience to meet consumer needs in different application scenarios.
Competitive Landscape of China’s Vacuum and Floor Cleaning Robotic Products Industry
According to Frost & Sullivan, China’s vacuum and floor cleaning robotic products industry has a
highly concentrated competition landscape with more than 20 major market players and the top five
market players accounted for approximately 90.0% market share of the industry in terms of revenue
in 2022. The Company accounted for approximately 0.5% market share of the industry in terms of
revenue in 2022.
Overview of China’s Reception Smart Robotic Products and Services Industry
Market Size of China’s Reception Smart Robotic Products and Services Industry
0.5
0.7
0.9
1.2
1.5
1.8
2.1
2025E2024E2023E2022 2026E 2027E 2028E
Forecasted
CAGR 2022-2028E
27.0%
RMB Billion, 2022-2028E
Reception Smart
Robots
Source: Interviews with industry players; Frost & Sullivan
INDUSTRY OVERVIEW
–1 1 9–


--- page 129 ---
Reception smart robotic products and services market remained at a very early stage of
commercialization in the past few years, however, driven by the pain points of high training costs
and slow service response under traditional manual reception services, the acceptance of reception
smart robots has increased. In 2022, the market size of China’s reception smart robotic products and
services industry, measured by sales revenue, has reached RMB0.5 billion. According to Frost &
Sullivan, due to the relatively high investment cost, the penetration rate of reception smart robotic
products and services is still relatively low. While it is not feasible to calculate the penetration rate
as reception smart robotic products and services can be widely applied in different scenarios with
varying needs by customers. Looking forward, it is expected that the market size will steadily
increase to RMB2.1 billion by 2028, representing a CAGR of 27.0% from 2022 to 2028, according
to Frost & Sullivan.
Competitive Landscape of China’s Reception Smart Robotic Products and Services Industry
According to Frost & Sullivan, China’s reception smart robotic products and services industry is
currently at the early stages of development and has a highly fragmented competition landscape.
There are many market players that have the ability to provide reception smart robotic products and
services, but none of them have emerged as dominant players in the market yet. According to Frost
& Sullivan, the total number of the players in China’s reception smart robotic products and services
industry is more than 50 in 2022, given the highly fragmented competitive landscape, it is difficult
to identify the dominant market players. The company accounted for less than 15.0% market share
of the industry in terms of revenue in 2022.
Overview of China’s Food Delivery Smart Robotic Products and Services Industry
Market Size of China’s Food Delivery Smart Robotic Products and Services Industry
CAGR 2022-2028E
Food Delivery
Smart Robots 33.5%
RMB Billion, 2022-2028E
0.3 0.4
0.6
0.8
1.1
1.4
1.7
2025E2024E2023E2022 2026E 2027E 2028E
Forecasted
Source: Interviews with industry players; Frost & Sullivan
Food delivery smart robotic products and services market remained at a very early stage of
commercialization in the past few years, while triggered by the outbreak of COVID-19 and the
popularity of contactless service, the market demand of food delivery smart robot in various
scenarios including hotels and restaurants began to increase. In 2022, the market size of China’s
food delivery smart robotic products and services, measured by sales revenue, has reached RMB0.3
billion. According to Frost & Sullivan, since the prices of food delivery smart robotic products and
services are relatively high and primarily applied in large-scale chained-restaurants, the penetration
rate of smart robotic products and services in the food delivery smart robotic products and services
industry in the PRC was less than 1% in 2022. Looking forward, it is expected that the market size
will steadily increase to RMB1.7 billion by 2028, representing a CAGR of 33.5% from 2022 to
2028, according to Frost & Sullivan.
INDUSTRY OVERVIEW
– 120 –


--- page 130 ---
Competitive Landscape of China’s Food Delivery Smart Robotic Products and Services
Industry
According to Frost & Sullivan, China’s food delivery smart robotic products and services industry
is currently at the early stages of commercialization. The competition landscape is concentrated
with more than 15 market players and the top three market players accounted for approximately
75.0% market share of the market share in terms of revenue in 2022.
Price range of smart service robot within key segments
The selling prices of smart service robots primarily depends on the functionalities that the robot can
provide and the specifications of the robot. Smart service robots that can provide more
functionalities are usually equipped with more components and advanced software, which lead to
a higher price. For some smart service robots such as logistics and mobile robots, the selling price
also depends on their load capacity. Smart service robots with higher load capacity usually have
higher selling prices.
Segment of Smart Service Robot
Between 3 ~ 10
Logistics and mobile robot Between 50 ~ 800
Wellness and elderly care robot Between 30 ~ 200
Inspection robot Between 100 ~ 800
Vacuum and floor cleaning robot Between 0.6 ~ 6
Reception robot Between 8 ~ 60
Food delivery robot Between 15 ~ 60
Between 0.1 ~ 6
Range of Selling Price in 2022
(in RMB Thousand)
Enterprise-level education robot
Consumer-level entertainment and companion robot
Note: the selling price refers to the price that the end customers are charged.
Source: Frost & Sullivan
OVERVIEW OF GLOBAL HUMANOID ROBOTIC PRODUCTS AND SERVICES
INDUSTRY
Definition of Humanoid Robots
A humanoid robot refers to a robot resembling the human body in shape and size and with the ability
to mimic human motion, expressions, interaction, and movements. Humanoid robot is a relatively
new type of smart service robot that is expected to form close relationship with human in daily
routine and to replicate complex human motions.
Core Technology of Humanoid Robots
Servo Control
High-performance Servo Actuator Control: can be used as a drive mechanism for the fingers and
foot, providing precise and repeatable movements to achieve a wide range of flexible movements
including walking, dancing, and push-up.
AI Technologies
Computer Vision: the technology that enables robots to identify and recognize faces, objects, and
environments they encounter in a human-like vision, helping pick out details in objects for
decision-making on their next actions motion, or interaction with human-being.
V oice Interaction: a comprehensive technology that uses voice as the basic information carrier to
enable robots to interact with human-being in a human-like manner. It integrates technologies such
as Automatic Speech Recognition (ASR), Natural Language Processing (NLP), and Text-to-speech
(TTS).
INDUSTRY OVERVIEW
– 121 –


--- page 131 ---
Motion Planning and Control
Motion planning refers to the method of motion tasks, and control is the process of execution.
Motion planning and control ensure that the robot can accurately execute the given motion
instructions, and realize functions such as operation, movement, and motion.
Market Size of Global Humanoid Robotic Products and Services Industry
The humanoid robot can be utilized in a wide variety of scenarios, including serving as a
receptionist, simulating human interaction for educational purpose, accompanying elderly as
medical assistants, and rescuing employees from dangerous workplace activities. The global
humanoid robotic products and services industry is still at early stage with a few market players and
limited use scenarios. However, in the forthcoming years, technological advancement and
increasing R&D investment in the industry will further drive the demand for humanoid robots and
their commercialization. Furthermore, an increasing number of market players will enter the global
humanoid robotic products and services industry, as a result, the global humanoid robotic products
and services market is expected to reach USD9.5 billion in 2028, representing 15.2% of market size
of global smart service robotic products and services industry, according to Frost & Sullivan.
China’s humanoid robotic products and services market is expected to reach approximately RMB9.9
billion in 2028, representing approximately 5.4% of market size of China’s smart service robotic
products and services industry, according to Frost & Sullivan.
Entry Barriers of Global Humanoid Robotic Products and Services Industry
Intensive Technical Requirements
Compared with industrial robot and other type of smart service robot, the defining feature of bipedal
humanoid robot is its kinematic structure. However, the current limited technology only allows for
a simplified representation of the human form such as the legs. Since the humanoid robots are
designed and manufactured with an anthropomorphic body to move flexibly within one complex
terrain and mimic complex human motions and expressions, technological advancements are
required for the development of humanoid robots.
High R&D Expenses and Production Cost
Unlike industrial robots and other type of smart service robots which are produced with mature
technology and components widely available with competitive price, production of humanoid
robots requires heavy R&D investment, high maintenance costs, complex components, and
advanced technology. Thus high production cost and R&D expenses are one of the major entry
barriers of the commercialization of humanoid robots.
Market Trends of Global Humanoid Robotic Products and Services Industry
Further Application Scenarios of Humanoid Robots with Technology Improvement
With continuous R&D focusing on humanoid robot technologies and systems such as mechano-
informatics, visual and haptic grasping and mobile manipulation, learning from human observation,
modeling and analysis of human movements, humanoid robots are able to perform versatile tasks
and better interact with humans. As a result, there will be an increasing applications of humanoid
robots in various fields, such as education and entertainment, wellness and elderly care,
disinfection, and logistics in the coming years.
Commercialization of Humanoid Robots with Decreasing Production Costs
The high production costs and R&D expenses of humanoid robots are major barriers for market
growth. However, factors such as an aging population are expected to create huge opportunities for
the adoption of the humanoid robots in the coming years, thus triggering the sales volume of
humanoid robots. Moreover, the high cost of humanoid robots is attributed to complex application
requirements and limitations in AI technology. Technologies such as vision processing and sensing
technologies will support humanoid robots to make technological breakthroughs in areas such as
maintaining good posture and gait, which will reduce costs and promote commercialization of
humanoid robots in the near future.
INDUSTRY OVERVIEW
– 122 –


--- page 132 ---
Overview of Major Players of Global Humanoid Robotic Products and Services Industry
According to Frost & Sullivan, the global humanoid robotic products and services industry remains
at the early stages of technological exploration and development, with limited market players and
yet to commercialize humanoid robots at a large scale. Moreover, some market players even have
not commercialized their humanoid robots, and thus it is unable to identify the revenue generated
from the humanoid robots. Within the very few market participants in the global humanoid robotic
products and services industry, the table set forth below is an overview of the representative market
players with years of research and development experience or brand awareness in the industry and
have unveiled the prototype to the public.
Overview Humanoid Robot Speed SalesListing
Status
Geographical
Coverage of
Products
Number of
employees
(As of
Dec 31, 2022)
Released
Year
Biped
life-sized
humanoid
robot
Degrees
of
freedom1
UBTECH 2018 √ 3km/h 41 √
• Founded in 2012, headquartered
in Shenzhen, China. The company
is an established smart service
robotic products and services
provider in China.
• In
Progress
of HKEX
• China and
over 50
overseas
countries
and regions
• 1,692
• It is a biped life-sized humanoid
robot that has been showcased
in the China Pavilion of Dubai
World Expo in 2021 to 2022.
Boston
Dynamics 2013 √ 9km/h 28 /
• Founded in 1992, the company
focuses on creating robots with
advanced mobility, dexterity and
intelligence. It is headquartered in
Waltham, the USA.
• Not
listed
• United
States, the
European
Union,
United
Kingdom,
and Canada
• Around
500
• It initially designed for a variety
of search and rescue tasks, and
has one of the world’s most
compact mobile hydraulic
systems.
Agility
Robotics √ 5.4km/h 16 √
• Founded in 2015, the company
focused on the development of
highly capable bipedal robots for
applications that include logistics,
telepresence, automated
inspection, entertainment, and
research. It is headquartered in
Albany, the USA.
• Not
listed
• United
States
• Around
180
• It has nimble limbs and a torso
packed with sensors that will
allow it to navigate complex
environments and carry out
tasks like package delivery.
2002
Company
Honda2 2000 √ 2.7km/h
~9km/h 57 √
• Founded in 1948, headquartered in
Minato, Japan. The company is a
manufacturer of automobiles,
motorcycles, and power equipment.
• Listed on
the Tokyo
Stock
Exchange
• The United
States,
China, India,
Indonesia,
Thailand,
the UK,
Germany
and Italy
• Around
204,000
• It able to detect the movements of
multiple objects by using visual
information captured by two
cameras in its head and recognize
its surrounding environment,
sounds and faces to interact
with humans.
XIAOMI 2022 √ 3.6km/h 21 /
• Founded in 2010, headquartered in
Beijing, China. The company is a
consumer electronics and smart
manufacturing company with
smartphones and smart hardware
connected by an IoT platform.
• Listed
on the
HKEX
• China and
over 100
overseas
countries and
regions
• Around
32,500
• It is a biped life-sized humanoid
robot with artificial intelligence-
based interaction algorithms that
allows it to detect 45
classifications of human emotion
and recognize 85 types of
environmental sounds.
Rainbow
Robotics
3 2009 √ 1.5km/h
~3.6km/h 40 √
• Founded in 2011, headquartered in
Daejeon, South Korea. It is a
technological mechatronics company
that engages in the development of
robotic system engineering technology.
• Listed
on the
KOSDAQ
• South Korea
and the
United States
• Around
100
KAWADA
Robotics
4 2002 √ 2km/h 30 √
• Founded in 2013, headquartered in
Tokyo, Japan. The company has
developed its business through the
development of humanoid robots that
work with people.
• Listed
on the
Tokyo
Stock
Exchange
• Japan • Not
disclosed
• It is a full-size humanoid with a
high-performance actuation
system optimized for dynamic tasks,
including walking, running,
dancing, and grasping objects.
• It is a biped life-sized humanoid
robot that can cooperate with
humans in lifting heavy objects,
walk on uneven surfaces, and even
get up by itself if it falls over.
Notes:
1. Degrees of freedom of a robot refer to the independent joint that can provide freedom of movement and can be used
to define the motion capabilities of robots.
2. Honda ceased the commercial development of its humanoid robot in 2018.
3. The humanoid robot of Rainbow Robotics was originally designed at the Korea Advanced Institute of Science and
Technology (KAIST) in 2009 and commercialized by Rainbow Robotics.
4. The humanoid robot of KAW ADA Robotics was originally designed at the National Institute of Advanced Industrial
Science and Technology (AIST) in 2002 and commercialized by KAW ADA Robotics.
Source: Interviews with industry players; Frost & Sullivan
INDUSTRY OVERVIEW
– 123 –


--- page 133 ---
The extent of the advancement comparisons of the Group’s and its peers’ humanoid robots are
limited since (i) the industry benchmarks and standards available for comparison purposes are
limited because the global humanoid robotic products and services industry remains at the early
stages of technological exploration and development; and (ii) information regarding certain
benchmarks and standards in relation to humanoid robots are not publicly available for comparison
since not all comparable humanoid robots in the industry have been commercialized. Based on the
aforementioned advancement comparison of the Walker X with the Group’s peers’ humanoid robots
with reference to publicly available information of the humanoid robots of the Group’s peers, Frost
& Sullivan believes that the core technologies and functionalities of Walker X (including, but not
limited to, walking ability, balancing ability, operating ability, AI ability and autonomous ability)
are comparable to those of the Group’s peers’ humanoid robots.
INDUSTRY OVERVIEW
– 124 –


--- page 134 ---
This section sets out a summary of certain aspects of the laws and regulations of the PRC and Hong
Kong which are relevant to the business and operations of our Group. The principal objective of
this summary is to provide potential investors with an overview of the key laws and regulations
applicable to us. This summary does not purport to be a comprehensive description of all the laws
and regulations applicable to our business and operations and/or which may be important to
potential investors. Investors should note that the following summary is based on laws and
regulations in force as at the date of this prospectus, which may be subject to change.
PRC LA WS AND REGULATIONS
This section sets out a summary of certain aspects of laws and regulations of the PRC, which are
relevant to the business and operations of our Group.
Laws and Regulations in Relation to Foreign Investment
The Foreign Investment Law of the People’s Republic of China ()
(the “ Foreign Investment Law ”) promulgated by the National People’s Congress became effective
on January 1, 2020. The Law of the People’s Republic of China on Sino-Foreign Equity Joint
V entures, the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises and the
Law of the People’s Republic of China on Sino-Foreign Contractual Joint V entures were abolished
at the same time. Since then, the Foreign Investment Law has become the basic law regulating
foreign-invested enterprises wholly or partially invested by foreign investors. The organization
form, institutional framework and standard of conduct of foreign-invested enterprises shall be
subject to the provisions of the PRC Company Law and other laws. China implements the
management system of pre-entry national treatment and the Negative List for foreign investment,
and abolished the original approval and filing administration system for the establishment and
change of foreign-invested enterprises. Pre-entry national treatment refers to the treatment accorded
to foreign investors and their investments at the stage of investment entry which is no less favorable
than the treatment accorded to domestic investors and their investments.
The Negative List refers to a special administrative measure for the entry of foreign investment in
specific sectors as imposed by the PRC. The PRC accords national treatment to foreign investment
outside of the Negative List. The current Negative List is the Special Management Measures for the
Access of Foreign Investment (2021 Revision) (݄(૶ఊ)(2021 ϋ
و)) (the “ Negative List ”) issued by the NDRC and the MOFCOM on December 27, 2021, and
came into effect on January 1, 2022 which lists the special management measures for foreign
investment access for industries regulated by the Negative List, such as equity requirements and
senior management requirements. In the current implemented negative list, the AI and robotics
industry is not explicitly listed as an industry regulated by the Negative List.
While strengthening investment promotion and protection, the Foreign Investment Law further
regulates foreign investment management and proposes the establishment of a foreign investment
information reporting system that replaces the original foreign investment enterprise approval and
filing system of MOFCOM. The foreign investment information reporting is subject to the Foreign
Investment Information Reporting Method () jointly developed by
MOFCOM and SAMR, which came into effect on January 1, 2020. According to the Foreign
Investment Information Reporting Method, foreign investors who directly or indirectly carry out
investment activities in China shall submit investment information to the competent commercial
department through the enterprise registration system and the National Enterprise Credit
Information Publicity System and the reporting methods include initial reports, change reports,
cancellation reports, and annual reports.
LA WS AND REGULATIONS
– 125 –


--- page 135 ---
Laws Related to Product Quality
The Product Quality Law of the People’s Republic of China () (the
“Product Quality Law ”) promulgated by the Standing Committee of the National People’s
Congress (the “ SCNPC ”) on February 22, 1993 and last amended on December 29, 2018 is the
principal governing law related to the supervision and administration of product quality. According
to the Product Quality Law, manufacturers shall be liable for the quality of products produced by
them and sellers shall take measures to ensure the quality of the products sold by them. A
manufacturer shall be liable to compensate for any physical injuries or damage to property other
than the defective product itself resulting from the defects in the product, unless the manufacturer
is able to prove that: (1) the product has not been put into circulation; (2) the defects causing
injuries or damage did not exist at the time when the product was put into circulation; or (3) the
science and technology at the time when the product was put into circulation were at a level
incapable of detecting the existence of the defect. A seller shall be liable to compensate for any
physical injuries or damage to property of others caused by the defects in the product. Where a
product is defective due to a mistake made by the seller and such defect causes physical injury or
damage to the property of others, the seller shall bear liability for compensation. Where a seller
cannot specify the producer of a defective product nor the supplier of such defective product, the
seller shall be liable for compensation. Where a defect in a product causes physical injuries to others
or damages to the property of others, the victim may claim compensation from the producer of the
product or from the seller of the product.
Pursuant to the Civil Code of the People’s Republic of China (Պ)
promulgated by the National People’s Congress (the “ NPC”) on May 28, 2020 and became effective
on January 1, 2021, in the event of damages caused to other party due to the defects in a product,
the infringed party may seek compensation from the manufacturer or the seller of such product and
shall have the right to request the manufacturer and the seller to bear tortious liabilities, such as
cessation of infringement, removal of obstruction, elimination of danger, etc.
The Law of the PRC on the Protection of the Rights and Interests of Consumers ( ʕശɛ͏΍ձ
) was promulgated on October 31, 1993 and last amended on October 25,
2013, to protect consumers’ rights when they purchase or use goods and accept services. All
business operators must comply with this law when they manufacture or sell goods and/or provide
services to customers. Under the amendments made on October 25, 2013, all business operators
must pay high attention to protecting customers’ privacy and must strictly keep confidential any
personal information of consumers obtained during their business operations.
Relevant PRC Laws and Regulations in Relation to the Industry
According to the Administrative Regulations for Compulsory Product Certification (ۜ
), which was promulgated by the General Administration of Quality Supervision,
Inspection and Quarantine of the PRC (the “ GAQSIQ ”) (which merged into the State
Administration for Market Regulation) on July 3, 2009 and amended on September 29, 2022,
products specified by the state shall not be delivered, sold, imported or used in other business
activities until they have been certified (the “ Compulsory Product Certification ”) and labeled
with China Compulsory Certification ( ʕ਷੶ՓႩᗇ) mark. For products that are subject to
Compulsory Product Certification, the state implements unified product catalogs (the “ 3C
Catalog ”), unified compulsory requirements, standards and compliance assessment procedures in
technical specification, unified certification marks and unified charging standards.
According to the Radio Regulation of the People’s Republic of China ( ʕശɛ͏΍ձ਷ೌᇞཥ၍
ଣૢԷ) jointly promulgated by the State Council of the People’s Republic of China (the “ State
Council ”) and the Central Military Commission of the People’s Republic of China on September
11, 1993 and amended on November 11, 2016, the State Radio Regulatory Commission (the
“SRRC ”) is responsible for administration of non-military radio systems in China. Radio
transmission equipment manufactured by enterprises must comply with the State Council’s
regulations on radio administration and must be registered with the national radio authority or local
radio regulatory authorities.
LA WS AND REGULATIONS
– 126 –


--- page 136 ---
On October 7, 1997, the SRRC and the State Bureau of Technical Supervision jointly promulgated
the Administrative Regulations on Manufacturing of Radio Transmission Equipment (͛ପೌ
), which stipulates that a system must be implemented for the
manufacturing of radio transmission equipment. The SRRC Office is required to audit the radio
transmission equipment manufactured by an enterprise based on the transmitting characteristics of
a particular model and, if the audit is passed, issue a Certificate of Approval of Radio Transmission
Equipment Model and a model approval code. The model approval code shall be marked on the
label of the equipment manufactured by the enterprise.
In addition, the Ministry of Industry and Information Technology (the “ MIIT ”) promulgated the
Administrative Measures for the Network Access of Telecommunications Equipment (ண௪
) on May 10, 2001, which was later amended by the MIIT on September 23, 2014,
stipulating that the State shall implement a network access permit system for telecommunications
terminal equipment, radio communications equipment, and equipment relating to network
interconnections that are connected to public telecommunications networks. The
telecommunications equipment subject to the network access permit system shall obtain the
Telecommunications Equipment Network Access Permit (the “ Network Access Permit ”) issued by
the MIIT. Without the Network Access Permit, no telecommunications equipment is allowed to be
connected to the public telecommunications network for use or sold on the domestic market. To
apply for a Network Access Permit, manufacturers must submit a test report or a certificate of
compulsory product certification issued by a telecommunications equipment testing institute. In the
event of an application for the Network Access Permit for radio transmission equipment, a
Certificate of Approval of Radio Transmission Equipment Model issued by the MIIT shall also be
submitted.
In accordance with the Measures for the Supervision and Administration of Medical Devices
Operation (as amended) ( (ࠈࡌwhich was promulgated by
State Administration for Market Regulation on March 10, 2022 and became effective on May 1,
2022, enterprises engaged in the operation of Class II medical devices shall file with the food and
drug administration authorities under the municipal government of the prefectural city where it
operates. Enterprises engaged in the operation of Class III medical devices shall apply to the food
and drug administration authorities under the municipal government of the prefectural city where
it operates for operation permits. A medical device operation permit shall be valid for 5 years.
Pursuant to the Tendering and Bidding Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷
) (the “ Tendering and Bidding Law ”) promulgated by the SCNPC on August 30,
1999 and revised on December 27, 2017 and effective from December 28, 2017, tenderers shall not
collude with each other in setting bidding prices, nor shall they exclude other tenderers from fair
competition and harm the lawful rights and interests of the tenderee and other tenderers. Tenderers
shall not participate in the bidding competition by offering a price lower than the cost, nor shall they
attempt to win the bid in the name of other persons or through other fraudulent means.
According to the Implementation Regulations for the Law of the People’s Republic of China on
Tenders and Bids (ૢԷ) which was last amended on March 2,
2019, and became effective on the same day, where the tender invitation and bidding activities of
a project required by law to call for tenders violate the provisions of the Tendering and Bidding Law
and these Regulations, and have a substantive influence on the outcome of award of tender, if it is
impossible to adopt remedial measures to rectify, the tender invitation, bidding and award of tender
shall be void, the tender exercise or bid evaluation shall be organized anew pursuant to the law.
According to the Law of the PRC on Government Procurement ()
(the “ Procurement Law ”) promulgated by the SCNPC on June 29, 2002 and which was last
amended and implemented on August 31, 2014, the government procurement methods include
public tender invitation, bidding invitation, competitive negotiation, single-source procurement,
inquiry about quotations, and other methods confirmed by the department for supervision over
government procurement under the State Council. Public invitation of bids shall be the principal
LA WS AND REGULATIONS
– 127 –


--- page 137 ---
method of government procurement, and the term “government procurement” means the use of
fiscal funds by all levels of State authorities, institutions and social organizations to procure goods,
projects and services that fall within the catalog for centralized procurement formulated in
accordance with the law or that are above the procurement limits. Pursuant to Article 73 of the
Procurement Law, if any unlawful act made pursuant to Article 71 results in or may result in the
supplier winning the bid, the procurement contract shall be canceled if it has not been performed.
Laws and Regulations in Relation to the Protection of Cyber Security, Data and Privacy
The PRC government has enacted laws and regulations with respect to internet information security
and protection of personal information from any abuse or unauthorized disclosure. Internet
information in the PRC is regulated and restricted from a national security standpoint. The SCNPC
enacted the Decision on the Maintenance of Internet Security ()o n
December 28, 2000, which was amended on August 27, 2009, and may subject persons to criminal
liabilities in the PRC for any attempt to undermine the safe operation of the internet, sabotage
national security and social stability, hinder the order of the socialist market economy and social
administration, or infringe personal, property and other legitimate rights and interests of
individuals, legal persons and other organizations.
The Cyber Security Law of the People’s Republic of China () (the
“Cyber Security Law ”), which was promulgated on November 7, 2016 and came into effect on
June 1, 2017, requires that when constructing and operating a network, or providing services
through a network, technical measures and other necessary measures shall be taken in accordance
with laws, administrative regulations and the compulsory requirements set forth in national
standards to ensure the secure and stable operation of the network, to effectively cope with cyber
security events, to prevent criminal activities committed on the network, and to protect the integrity,
confidentiality and availability of network data. The Cyber Security Law emphasizes that any
individuals and organizations that use networks must not endanger network security or use networks
to engage in activities endangering national security, economic order and social order or infringing
the reputation, privacy, intellectual property rights and other lawful rights and interests of others.
The Cyber Security Law also reiterates certain basic principles and requirements on personal
information protection previously specified in other existing laws and regulations. Any violation of
the provisions and requirements under the Cyber Security Law may subject an internet service
provider to rectifications, warnings, fines, confiscation of illegal gains, revocation of business
permit, cancellation of business license, closedown of websites or even criminal liabilities.
The Data Security Law of the People’s Republic of China () (the
“Data Security Law ”) was passed by the Standing Committee of the 13th NPC at the 29th Session
on June 10, 2021 and came into effect on September 1, 2021. The Data Security Law requires a data
processor to establish and improve a whole-process data security management system, organize data
security education and training, and take corresponding technical measures and other necessary
measures to safeguard data security. In conducting data processing activities using the Internet or
any other information networks, a data processor shall perform the above data security protection
obligations on the basis of the hierarchical cybersecurity protection system. Any violation of the
provisions and requirements under the Data Security Law may subject a data processor to
rectifications, warnings, fines, suspension of the related business, revocation of business permit or
even criminal liabilities.
The Personal Information Protection Law of the People’s Republic of China (ࡈ
) (the “ Personal Information Protection Law ”) was passed by the Standing
Committee of the 13th NPC at the 30th Session on August 20, 2021 and came into effect on
November 1, 2021. The Personal Information Protection Law reiterates the circumstances under
which a personal information processor could process personal information and the requirements
for such circumstances, such as when (1) the individual’s consent has been obtained; (2) the
processing is necessary for the conclusion or performance of a contract to which the individual is
a party, or where it is necessary for carrying out human resource management pursuant to
employment rules legally adopted or a collective contract legally concluded; (3) the processing is
LA WS AND REGULATIONS
– 128 –


--- page 138 ---
necessary to fulfill statutory duties and statutory obligations; (4) the processing is necessary to
respond to public health emergencies or protect natural persons’ life, health and property safety
under emergency circumstances; (5) where the personal information is processed within a
reasonable scope to carry out any news reporting, supervision by public opinions or any other
activity for public interest purposes; (6) where the personal information, which has already been
disclosed by an individual or otherwise legally disclosed, is processed within a reasonable scope
according to this law; or (7) under any other circumstance as provided by any law or regulation. It
also stipulates the obligations of a personal information processor. Any violation of the provisions
and requirements under the Personal Information Protection Law may subject a personal
information processor to rectifications, warnings, fines, suspension of the related business,
revocation of business licenses, being entered into the relevant credit record or even criminal
liabilities.
In addition, the Decision on Strengthening Network Information Protection (ࢹڦ
), promulgated by the SCNPC on December 28, 2012 with immediate effect,
emphasizes the need to protect electronic information that contains individual identification
information and other private data. This decision requires internet information services providers
and other enterprises and public institutions to take technological and other necessary measures to
ensure information security and to prevent any information leak, damage or loss of personal
electronic information of citizens collected in the business activities. Furthermore, the Ministry of
Industry and Information Technology’s Rules on Protection of Personal Information of
Telecommunications and Internet Users (), which was
promulgated on July 16, 2013 and came into effect on September 1, 2013, contains detailed
requirements on the collection and use of personal information as well as the security measures to
be taken by internet information services providers. “Personal information” includes a user’s name,
birth date, identification card number, address, phone number, account name, password and other
information that can be used for identifying a user either independently or in combination with other
information as well as the time, place, etc. for the use of services by the users. Collection and use
of user personal information by internet information service providers are subject to users’ consent
and should abide by the principles of legality, appropriateness and necessity and be within the
specified methods, scopes and purposes that are required to be published by such internet
information services providers. Internet information services providers and their staff members
shall strictly keep confidential the personal information of users collected or used in the course of
providing services, and shall not divulge, tamper with, damage, sell or illegally provide others with
the same. Internet information services providers should also provide their staff with knowledge,
skills and trainings relating to the protection of the personal information of users.
On September 15, 2018, the Ministry of Public Security issued the Regulations for Internet Security
Supervision and Inspection by Public Security Organs ()
(the “ Inspection Regulations ”) which took effect on November 1, 2018. Pursuant to the Inspection
Regulations, public security authorities shall conduct supervision and inspections on the internet
service providers and network users that provide the following services: (1) internet connection,
internet data centers, content distributions and domain name services; (2) internet information
services; (3) public internet access services; and (4) other internet services. The inspection may
relate to whether the internet service providers and network users have fulfilled their cyber security
obligations under applicable laws and regulations, such as to formulate and implement cyber
security management systems and operational procedures, determine the person responsible for
cyber security, and to take technical measures to record and retain user registration information and
online log information, etc.
LA WS AND REGULATIONS
– 129 –


--- page 139 ---
Pursuant to the Announcement of Launching Special Crackdown against Illegal Collection and Use
of Personal Information by Apps (࢝Appʮѓ)
that was issued and took effect on January 23, 2019, and the Guideline to the Self-Assessment of
Illegal Collection and Use of Personal Information by Apps ( AppІ
) that was issued and took effect on March 3, 2019, the App operators shall check
whether their privacy policies include the elements that are required to be disclosed to the users.
Internet information service providers may be subject to criminal penalty for failure to protect
personal information. The Amendment IX to the Criminal Law of the People’s Republic of China
(ࣩ(ɘ)), which was promulgated by the Standing Committee on
August 29, 2015 and came into effect on November 1, 2015, provides that selling or providing
personal information of citizens in violation of relevant national provisions shall be subject to
criminal penalty.
On December 28, 2021, thirteen PRC governmental and regulatory agencies, including the CAC,
promulgated the Measures for Cyber Security Review (), came into effect on
February 15, 2022. The Measures for Cyber Security Review specify that the procurement of
network products and services by operators of critical information infrastructure and the activities
of data processing carried out by Internet platform operators that raise or may raise “national
security” concerns are subject to cyber security review by Office of Cyber Security Review
established by the CAC. Before a critical information infrastructure operator purchases internet
products and services, it should assess the potential risk of national security that may arise from
using such products and services. If such use of products and services may give rise to national
security concerns, it should apply for a cyber security review by the Cyber Security Review Office
and a report of analysis of the potential effect on national security shall be submitted when the
application is made. In addition, Internet platform operators that possess the personal data of over
one million users must apply for a cyber security review by the Office of Cyber Security Review,
if they intend to be listed in foreign countries. The CAC may voluntarily conduct cyber security
review if any network products and services and activities of data processing affect or may affect
national security. The cyber security review focuses on the assessment of the following risk factors:
(i) the risk of critical information infrastructure being illegally controlled, interfered or destroyed
as a result of the use of the products or services; (ii) the continuous harm to the business of critical
information infrastructure by the interruption of provision of products or services; (iii) the security,
openness, transparency, diversity of sources, reliability of supply and potential supply interruptions
of products and services due to political, diplomatic or international trade issues; (iv) whether the
products and services provider complies with PRC laws and regulations; (v) the risk of core data,
important data or a large amount of personal information being stolen, leaked, destroyed, illegally
utilized or transmitted outside the country; (vi) regarding to listing, risks of critical information
infrastructure, core data, important data or a large amount of personal information being influenced,
controlled or maliciously used by foreign governments, as well as network information security
risks; and (vii) other factors that may endanger the security of critical information infrastructure,
cyber security and data security. It may take approximately 70 business days in maximum for the
general cybersecurity review upon the delivery of their applications, which may be subject to
extensions for a special review. As confirmed by our Special PRC Legal Adviser, given that the
number of personal information subjects involved in the personal information processing activities
carried out by us is less than 1 million, all the data processed by the Company are stored in China,
and listing in Hong Kong is different from listing in foreign countries, we believe that we are not
required to apply for a cybersecurity review according to the Measures for Cyber Security Review.
However, the regulations relating to cybersecurity review are constantly evolving, and future
regulatory changes may impose additional requirements. We would pay close attention to any
changes to the cybersecurity review regulations and take compliance measures in a timely manner.
LA WS AND REGULATIONS
– 130 –


--- page 140 ---
On November 14, 2021, the Administration Regulations on Cyber Data Security (Draft for
Comments) ( ၣഖᅰኽτΌ၍ଣૢԷ(ᅄӋจԈᇃ)) (the “ Draft Regulation ”) was proposed by
the CAC for public comments until December 13, 2021. The Draft Regulation reiterates that data
processors which process the personal information of over one million users must apply for a
cybersecurity review if they intend to be listed in foreign countries, and the Draft Regulation further
require the data processors that carry out the following activities to apply for cybersecurity review
in accordance with the relevant laws and regulations: (i) the merger, reorganization or division of
internet platform operators that have gathered a large number of data resources related to national
security, economic development and public interests that affects or may affect national security; (ii)
listing of the data processor in Hong Kong that affects or may affect national security; and (iii) other
data processing activities that affect or may affect national security. Any failure to comply with
such requirements may subject us to, among others, suspension of services, fines, revocation of
relevant business permits or business licenses and penalties. Since the CAC is still seeking
comments on the Draft Regulation from the public as of the date of the Prospectus, the Draft
Regulation (especially its implementation provisions) and its anticipated adoption or effective date
are subject to further changes with substantial uncertainty. According to the Draft Regulation, data
processors who use networks to carry out data processing activities shall be subject to the Draft
Regulation. As a data processor, we are required to perform the following obligations after the Draft
Regulation is formally adopted:
 to establish and improve the data security management system and technical protection
mechanism in accordance with the provisions of relevant laws and regulations;
 to conduct data processing activities in a manner that respects social morality and ethics
and does not contravene prohibitions stipulated in the Draft Regulation or other laws and
regulations;
 to comply with the requirements of cybersecurity classified protection system;
 to establish emergency response mechanisms for cyber security and data security, data
security complaints and reporting channels and other relevant measures;
 to acquire personal information without authorization and to preserve relevant evidence
for data collection, especially user consent; and
 to establish protocols to process personal information with clear and reasonable
purposes and follow the principles of legality, rightfulness and necessity.
In addition, the MITT promulgated the “Measures for Data Security Management in the Industrial
and Information Technology Sector (Trial)”ج(༊Б)(the
“Measures for Data Security Management ”) on December 8, 2022, which came into effect on
January 1, 2023. The Measures for Data Security Management stipulate that industrial and telecoms
data processors shall implement hierarchical management of industrial and telecoms data, which
will be classified into three levels according to the relevant regulations: general data, important data
and core data. The Measures for Data Security Management also stipulate certain obligations of
industrial and telecoms data processors in relation to the implementation of data security systems,
key management, data collection, data storage, data usage, data transmission, data provision, data
disclosure, data destruction, security audits and contingency planning.
During the Track Record Period and up to the Latest Practicable Date, we have implemented
comprehensive internal policies and measures on protection of cybersecurity, data privacy and
personal information to ensure continuous regulatory compliance. See “Business — Data Privacy
and Security.” As of the date of this prospectus, we have not received any warning or sanction from
applicable government authorities (including the CAC) with regard to our business operations
concerning any issues related to cybersecurity and data security. In addition, we have not been
involved in any penalty or other legal proceedings initiated by applicable governmental or
regulatory authorities or third parties in relation to cyber security or data protection.
LA WS AND REGULATIONS
– 131 –


--- page 141 ---
Laws and Regulations in Relation to Intellectual Property
Trademarks
The Trademark Law of the People’s Republic of China () (the
“Trademark Law ”) became effective on March 1, 1983 and was last amended on April 23, 2019,
and the Implementation Rules of the Trademark Law of the People’s Republic of China ( ʕശɛ
ૢԷ) became effective on September 15, 2002 and was last amended on
April 29, 2014. The Trademark Law and its implementation rules provide the basic legal framework
for the regulation of trademarks in the PRC, covering registered trademarks, including commodity
trademarks, service trademarks, collective marks and certificate marks. Registered trademarks are
protected under the Trademark Law and related rules and regulations. Trademarks are registered
with the Trademark Office. Where registration is sought for a trademark that is identical or similar
to another trademark that has already been registered or given preliminary examination and
approved for use on the same or similar commodities or services, the application for registration of
such trademark may be rejected. Trademark registrations are effective for a renewable ten-year
period, unless otherwise revoked.
Patents
Pursuant to the Patent Law of the People’s Republic of China ()
promulgated by the SCNPC on March 12, 1984, last amended on October 17, 2020 and became
effective from June 1, 2021 and the Implementation Rules of the Patent Law of the People’s
Republic of China () promulgated by the State Council on
June 15, 2001, and last amended on January 9, 2010, there are three types of patents, namely,
invention, utility model and design. Invention patents are valid for twenty years, while design
patents are valid for fifteen years and utility model patents are valid for ten years, from the date of
application. The PRC patent system adopts a “first come, first file” principle, which means that
where more than one persons file a patent application for the same invention, a patent will be
granted to the person who files the application first. To be patentable, invention or utility models
must meet three criteria: novelty, inventiveness and practicability. Unless otherwise stipulated by
relevant laws and regulations, a third party must obtain consent or a proper license from the patent
owner to use the patent. Otherwise, the use constitutes an infringement of the patent rights.
Copyright and Software Copyright
Copyright (including software copyright) is mainly protected by the Copyright Law of the People’s
Republic of China () as promulgated on September 7, 1990 and latest
amended on November 11, 2020 by the SCNPC and the Implementing Rules of the Copyright Law
of the People’s Republic of China (ૢԷ) as promulgated on
August 2, 2002 and latest amended on January 30, 2013 by the State Council. Such law and rules
prescribe that Chinese citizens, legal persons or other organizations enjoy copyright protection over
their works, whether published or not, in the domain of literature, art and science.
In addition, internet activities, products disseminated over the internet and software products also
enjoy copyright. Pursuant to the Regulation on Protection of Computer Software (ڭ
ᚐૢԷ) promulgated by the State Council on June 4, 1991 and last amended by the State Council
on January 30, 2013, the China Copyright Protection Center shall grant certificates of registration
to computer software copyright applicants in compliance with the Regulation on Protection of
Computer Software.
Domain Names
Internet domain name registration and related matters are regulated by the Administrative Measures
on Internet Domain Names () promulgated by Ministry of Industry and
Information Technology on August 24, 2017 and became effective on November 1, 2017, and the
Implementation Rules for the Registration of National Top-level Domain Names (௟ॴਹΤ
) promulgated by China Internet Network Information Center and became effective
on June 18, 2019. Domain name owners are required to register their domain names and the
LA WS AND REGULATIONS
– 132 –


--- page 142 ---
Ministry of Industry and Information Technology is in charge of the administration of PRC internet
domain names. The domain name services follow a “first come, first file” principle. The applicants
will become the holders of such domain names upon the completion of the registration procedure.
Laws and Regulations in Relation to Labor Protection, Social Insurance and Housing
Provident Funds
General Labor Contract Rules
Labor contracts must be concluded in writing if labor relationships are to be or have been
established between enterprises, individual economic organizations, private non-enterprise entities,
etc. and the employees under the Labor Contract Law of the People’s Republic of China ( ʕശ
) promulgated on June 29, 2007 and last amended on December 28, 2012.
Employers are forbidden to force employees to work overtime or to do so in a disguised manner and
employers must pay employees overtime wages in accordance with national regulations. In
addition, wages may not be lower than local standards on minimum wages and must be paid to the
employees timely. According to the Labor Law of the People’s Republic of China ( ʕശɛ͏΍
) promulgated on July 5, 1994 and last amended on December 29, 2018, employers
shall establish and improve a system of labor safety and sanitation and shall strictly abide by
national rules and standards on labor safety and sanitation as well as educate employees on labor
safety and sanitation so as to prevent accidents during work and reduce occupational hazards. Labor
safety and sanitation facilities shall comply with national standards. The employers must also
provide employees with labor safety and sanitation conditions that are in compliance with national
standards and necessary articles for labor protection.
Social Insurance and Housing Provident Fund
According to the Social Insurance Law of the People’s Republic of China (ึ
) passed by the SCNPC on October 28, 2010 and amended on December 29, 2018, each
employer and individual in the PRC shall make social insurance contributions, including basic
pension insurance, basic medical insurance, work injury insurance, unemployment insurance and
maternity insurance. An employer who fails to promptly pay social insurance contributions in full
amount shall be ordered to pay or supplement within a prescribed period, and shall be subject to a
late payment fine computed from the due date at the rate of 0.05% per day; where payment is not
made within the stipulated period, the relevant administrative authorities shall impose a fine
ranging from one to three times the amount of the amount in arrears.
According to the Administrative Regulations on the Housing Provident Fund (၍ଣૢ
Է) passed by the State Council on April 3, 1999 and latest amended on March 24, 2019, each
employer and individual in the PRC shall make housing provident fund contributions. Where, in
violation of the provisions of the regulations, an employer is overdue in the contribution of, or
underpays, the housing provident fund, the housing provident fund management center shall order
it to make the contribution within a prescribed time limit; where the contribution has not been made
after the expiration of the time limit, an application may be made to a people’s court for compulsory
enforcement.
Laws and Regulations in Relation to Foreign Exchange
The principal law governing foreign currency exchange in the PRC is the Regulations of the
People’s Republic of China on Foreign Exchange Administration ( ʕശɛ͏΍ձ਷̮ි၍ଣૢ
Է) (the “ Foreign Exchange Regulations ”) promulgated on January 29, 1996 and latest amended
on August 5, 2008. According to the Foreign Exchange Regulations currently in effect, international
payments in foreign currencies and transfers of foreign currencies under current account shall not
be subject to any state control or restriction. Foreign currency transactions under the capital
account, such as direct investment and capital contribution, are still subject to restrictions and
require approvals from, or registration with, the foreign exchange administrative authorities.
LA WS AND REGULATIONS
– 133 –


--- page 143 ---
According to the Circular of the State Administration of Foreign Exchange on Issues concerning the
Administration of Foreign Exchange Involved in Overseas Listing (ྤ̮ɪ
) announced by the State Administration of Foreign Exchange (the
“SAFE ”) on February 1, 2005 and amended on December 26, 2014, the SAFE and its branch offices
and administrative offices shall oversee, regulate and inspect domestic companies regarding their
business registration, opening and use of accounts, trans-border payments and receipts, exchange of
funds and other conduct involved in overseas listing. The domestic company shall, within fifteen
working days upon the end of its overseas public offering, handle registration formalities for
overseas listing with the foreign exchange authority at its place of registration with the required
materials.
According to the Circular of the State Administration of Foreign Exchange on Reforming and
Regulating Policies for the Administration over Foreign Exchange Settlement of Capital Accounts
(), the foreign exchange
receipts under capital accounts of domestic institutions are subject to discretionary settlement
policies. The foreign exchange receipts under capital accounts (including foreign exchange capital,
foreign debts, and repatriated funds raised through overseas listing) subject to discretionary
settlement as expressly prescribed in the relevant policies may be settled with banks according to
the actual need of the domestic institutions for business operation. Domestic institutions may, at
their discretion, settle up to 100% of foreign exchange receipts under capital accounts for the time
being. The SAFE may adjust the above proportion in due time according to balance of payments.
While being eligible for discretionary settlement of foreign exchange receipts under capital
accounts, domestic institutions may also opt to use their foreign exchange receipts according to the
payment-based settlement system. A bank shall, in handling each transaction of foreign exchange
settlement for a domestic institution according to the principle of payment-based settlement, review
the authenticity and compliance of the use of the funds settled in the previous foreign exchange
settlement (including discretionary settlement and payment based settlement) of such domestic
institution. Domestic institutions’ foreign exchange receipts under the capital account and the RMB
funds obtained from the settlement thereof shall not, directly or indirectly, be used for expenditure
beyond the enterprise’s business scope or expenditure prohibited by laws and regulations of the
state. Unless otherwise specified, the funds shall not, directly or indirectly, be used for investments
in securities or other investments or wealth management other than banks’ principal-secured
products. The funds shall not be used for the granting of loans to non-affiliated enterprises, except
where it is expressly permitted in the business scope. The funds shall not be used for the
construction or purchase of real estate for purposes other than self-use (except for real estate
enterprises).
According to the Circular on Optimizing Administration of Foreign Exchange to Support the
Development of Foreign-related Business by the State Administration of Foreign Exchange ( ਷
) issued by the SAFE on April 10,
2020, eligible enterprises are allowed to make domestic payments by using receipts under capital
accounts, such as their capital funds, foreign credits and the income from overseas listing, with no
need to provide the evidentiary materials concerning authenticity on a transaction-by-transaction
basis to banks in advance, provided that their capital use shall be authentic and in line with
provisions, and conform to the prevailing administrative regulations on the use of receipts under
capital accounts. Local foreign exchange authorities shall strengthen monitoring analysis and
interim and post regulation.
Laws and Regulations in Relation to Taxation
PRC Enterprise Income Tax Law
According to the Enterprise Income Tax Law of the People’s Republic of China ( ʕശɛ͏΍ձ
), as promulgated on March 16, 2007 and last amended on December 29, 2018,
and the Implementing Rules of the Enterprise Income Tax Law of the People’s Republic of China
(ૢԷ), as promulgated on December 6, 2007 and last
amended on April 23, 2019 (collectively the “ Enterprise Income Tax Law ”), enterprise income
LA WS AND REGULATIONS
– 134 –


--- page 144 ---
taxpayers shall include resident and non-resident enterprises. Resident enterprise refers to an
enterprise that is established within China, or is established under the law of a foreign country
(region) but whose actual institution of management is within China. Non-resident enterprise refers
to an enterprise established under the law of a foreign country (region), whose actual institution of
management is not within China but has offices or establishments within China; or which does not
have any offices or establishments within China but has incomes sourced from China. The rate of
enterprise income tax shall be 25%. Qualified small low-profit enterprises are given the reduced
enterprise income tax rate of 20%.
According to the Circular of the Ministry of Finance and the State Administration of Taxation on
Implementing the Inclusive Tax Deduction and Exemption Policies for Small and Micro Enterprises
() promulgated on January 17,
2019, during January 1, 2019 to December 31, 2021, the annual taxable income of a small low-profit
enterprise that is not more than RMB1 million shall be included in its taxable income at the reduced
rate of 25%, with the applicable enterprise income tax rate of 20%; and the annual taxable income
that is not less than RMB1 million but not more than RMB3 million shall be included in its taxable
income at the reduced rate of 50%, with the applicable enterprise income tax rate of 20%.
Enterprises that are recognized as high-tech enterprises in accordance with the Administrative
Measures for Accreditation of High-tech Enterprises () are entitled
to enjoy the preferential enterprise income tax rate of 15%. The validity period of the high-tech
enterprise qualification shall be three years from the date of issuance of the certificate of high-tech
enterprise. After the certificate expires, the enterprise can re-apply for such recognition as a
high-tech enterprise.
V alue-Added Tax
According to the Interim V alue-Added Tax Regulations of the People’s Republic of China ( ʕശ
೼ᅲБૢԷ), as announced by the State Council on December 13, 1993 and latest
amended on November 19, 2017, entities and individuals selling goods, providing labor services of
processing, repairing or maintenance, selling services, intangible assets, real property in China, and
importing goods to China, shall be identified as taxpayers of value-added tax.
Unless otherwise provided by laws, the value-added tax rate is: 17% for taxpayers selling goods,
labor services, or tangible movable property leasing services or importing goods; 11% for taxpayers
selling transportation, postal, basic telecommunication, construction, immovable property or
immovable property leasing services, transferring the land use rights, or selling or importing
specific goods; 6% for taxpayers selling services or intangible assets; 0% for domestic entities and
individuals selling services or intangible assets within the scope prescribed by the State Council
across national borders; and 0% for exported goods, except as otherwise specified by the State
Council.
Pursuant to the Circular on Comprehensively Promoting the Pilot Program of the Collection of
V alue-added Tax in Lieu of Business Tax (࠽
) promulgated by the Ministry of Finance and the State Administration of Taxation
on March 23, 2016 and amended on July 11, 2017 and March 20, 2019 respectively, the pilot
program of the collection of value-added tax in lieu of business tax shall be promoted nationwide
in a comprehensive manner, and all taxpayers of business tax engaged in the building industry, the
real estate industry, the financial industry and the life service industry shall be included in the scope
of the pilot program with regard to payment of value-added tax instead of business tax.
According to the Circular on Policies for Simplifying and Consolidating V alue-added Tax Rates
() announced by the Ministry of
Finance and the State Administration of Taxation on April 28, 2017, the structure of value-added
tax rates will be simplified and consolidated from July 1, 2017, and the 13% value-added tax rate
shall be canceled. The scope of goods with 11% value-added tax rate and the provisions for
deducting input tax are specified.
LA WS AND REGULATIONS
– 135 –


--- page 145 ---
According to the Circular on Adjusting V alue-added Tax Rates (ሜ዆
) announced by the Ministry of Finance and the State Administration of
Taxation on April 4, 2018, from May 1, 2018, where a taxpayer engages in a value-added tax taxable
sales activity or imports goods, the previous applicable 17% and 11% tax rates are adjusted to be
16% and 10% respectively.
According to the Announcement of the Ministry of Finance, the State Taxation Administration and
the General Administration of Customs on Relevant Policies for Deepening V alue-Added Tax
Reform (ʮѓ) promulgated on March 20, 2019, with respect
to value-added tax taxable sales or imported goods of a value-added tax general taxpayer, the
originally applicable value-added tax rate of 16% shall be adjusted to 13%; and the originally
applicable value-added tax rate of 10% shall be adjusted to 9%.
According to the Announcement on Further Enhancing the Implementation of the End-of-Period
V alue-Added Tax Refund Policy (Announcement No. 14 [2022] of the Ministry of Finance and the
State Administration of Taxation) (ʮѓ
(௅e೼ਕᐼ҅ʮѓ2022 ϋୋ14໮)) issued by the Ministry of Finance and the State
Administration of Taxation in March 2022, eligible enterprises in manufacturing and other
industries may apply to the competent tax authorities for refund of the remaining recoverable
value-added tax from the tax declaration period in April 2022. Taxpayers who have benefited from
the value-added tax refunds policy of “immediate refund upon collection” ( уᅄуৗ) and “levy and
refund later” (ڏܝ(ৗ)) since April 2019 may apply for End-of-Period V alue-Added Tax
Refund, provided that, taxpayers shall apply after returning all the V alue-added Tax refunds enjoyed
since April 2019 to relevant tax authorities before October 31, 2022 in one go.
Transfer pricing
Pursuant to the EIT Law, the business transactions between enterprises and their affiliates that
reduce the taxable income or income of such enterprises and their affiliates are not in compliance
with the arm’s length principle, the taxation authority has the right to make an adjustment with
reasonable methods. Where enterprises submit to the tax authority the annual enterprise income tax
return, they shall enclose a statement of the annual business transactions in respect of the business
transactions of the enterprises and their affiliates. If an enterprise fails to provide the information
of business transactions with their affiliates, or provides false or incomplete information, which
cannot faithfully reflect their affiliated business transactions, the tax authority has the right to verify
its taxable income legally. The additional tax payment and the interest thereupon shall be collected
when required by a tax authority in respect of the tax payment adjustment. In addition, in
accordance with the Implementation Rules, the taxation authorities shall have the right to make the
aforesaid tax adjustment within 10 years as from the tax year when such transactions are happened.
According to the Administrative Measures for Special Tax Audits and Adjustments and the Mutual
Agreement Procedure () promulgated by the State
Administration of Taxation on March 17, 2017 and which became effective on May 1, 2017, tax
authorities shall carry out special tax adjustments-focused monitoring and administration of
enterprises, and may issue a Notice of Tax Matters to enterprises found with any special tax
adjustment risks to prompt their existing tax risks. Enterprises can also make a self-adjustment and
pay the underpaid tax, and the tax authorities can still perform special tax audits and adjustments
thereafter.
Tax authorities shall initiate the special tax audit procedure upon request by an enterprise for
confirmation of its tax position on special tax adjustment items, such as the pricing principle or
method adopted for related-party transactions.
LA WS AND REGULATIONS
– 136 –


--- page 146 ---
Pursuant to the Administration of Tax Collection Law of the PRC ( ʕശɛ͏΍ձ਷೼ϗᅄϗ၍
) promulgated by the SCNPC on September 4, 1992 and last amended on April 24, 2015, if
a taxpayer fails to pay taxes or a withholding agent fails to remit taxes within the time limit in
accordance with the provisions, the relevant tax authorities may impose a fine on a daily basis at
the rate of 0.05% of the amount of tax in arrears, commencing on the day the tax payment was
defaulted. For taxpayers who evade taxes, the tax authorities may impose a fine not less than 50%
of and not more than five times the amount of taxes unpaid or underpaid. Criminal liability may be
incurred in serious cases.
Laws and Regulations in Relation to Environmental Protection and Fire
Environment Protection
The Environmental Protection Law of the PRC (), which was
promulgated by the SCNPC on December 26, 1989, came into effect on the same day and last
amended on April 24, 2014, outlines the authorities and duties of various environmental protection
regulatory agencies. The Ministry of Environmental Protection is authorized to issue national
standards for environmental quality and discharge of pollutants, and to monitor the environmental
protection scheme of the PRC. Meanwhile, local environment protection authorities may formulate
local standards for discharge of pollutants which are more rigorous than the national standards, in
which case, the concerned enterprises must comply with both the national standards and the local
standards.
Environmental Impact Appraisal
According to the Administration Rules on Environmental Protection of Construction Projects (ܔ
ᚐ၍ଣૢԷ), which was promulgated by the State Council on November 29, 1998
and last amended on July 16, 2017, depending on the impact of the construction project on the
environment, an construction employer shall submit an environmental impact report or an
environmental impact statement, or file a registration form. As to a construction project, for which
an environmental impact report or the environmental impact statement is required, the construction
employer shall, before the commencement of construction, submit the environmental impact report
or the environmental impact statement to the relevant authority at the environmental protection
administrative department for approval. If the environmental impact assessment documents of the
construction project have not been examined or approved upon examination by the approval
authority in accordance with the law, the construction employer shall not commence the
construction.
According to the Environmental Impact Appraisal Law of PRC ( ʕശɛ͏΍ձ਷ᐑྤᅂᚤ൙ᄆ
), which was promulgated by the SCNPC on October 28, 2002 and last amended on December
29, 2018, for any construction projects that have an impact on the environment, the construction
employer is required to prepare an environmental impact report or an environmental impact
statement, or file a registration form depending on the seriousness of effect that may be exerted on
the environment.
Pollutant Discharge
Pursuant to the Administrative Measures for Pollutant Discharge Licensing (for Trial
Implementation) (ج(༊Б)) promulgated on January 10, 2018 and partially
revised on August 22, 2019 by the Ministry of Ecology and Environment (the “ MEE”), enterprises
and public institutions as well as other producers and operators included in the Catalog of Classified
Administration of Pollutant Discharge License for Stationary Pollution Sources shall apply for and
obtain a pollutant discharge license within a prescribed time limit. Any enterprise that fails to obtain
a pollutant discharge license as required shall not discharge pollutants.
According to the Catalog of Classified Administration of Pollutant Discharge License for Stationary
Pollution Sources (2019 V ersion) (๕રϮ஢̙ʱᗳ၍ଣΤ፽(2019و)) issued by
the MEE on December 20, 2019, key management, simplified management and registration
LA WS AND REGULATIONS
– 137 –


--- page 147 ---
management of pollutant discharge permits are implemented according to factors including the
amount of pollutants generated, the amount of pollutants discharged, the degree of impact on the
environment, etc., and only pollutant discharge entities that implement registration management do
not need to apply for a pollutant discharge permit.
The State Council issued the Regulation on Pollutant Discharge Permit Administration ( રϮ஢
̙၍ଣૢԷ) on January 24, 2021 to enhance the pollutant discharge administration. The
administration on pollutant discharge units are divided into key management and simplified
management pursuant to the amount of pollutants generated, the amount of pollutants discharged
and the degree of impact on the environment. The review, decision and information disclosure of
pollutant discharge licenses shall be handled through the management information platform of the
national pollutant discharge license. The pollutant discharge license is valid for 5 years and the
discharging units should apply for renewal 60 days to the approval authority before the expiry of
the pollutant discharge license if they need to discharge pollutants on a continuous basis.
Acceptance Inspection on Environmental Protection Facilities
The Administration Rules on Environmental Protection of Construction Projects requires that upon
completion of construction for which an environment impact report or environment impact
statement is formulated, the constructor shall conduct acceptance inspection of the environmental
protection facilities pursuant to the standards and procedures stipulated by the environmental
protection administrative authorities of the State Council, formulate the acceptance inspection
report, and disclose to the public the acceptance inspection report pursuant to the law, except for
circumstances where there is a need to keep confidentiality pursuant to the provisions of the State.
Where the environmental protection facilities have not undergone acceptance inspection or failed
on acceptance inspection, the construction project shall not be put into production or use.
Fire Prevention Design and Acceptance
The Fire Prevention Law of the PRC () (the “ Fire Prevention Law ”)
was issued on April 29, 1998, became effective on September 1, 1998 and last amended on April
29, 2021. According to the Fire Prevention Law, for special construction projects stipulated by the
housing and urban-rural development authority of the State Council, the developer shall submit the
fire safety design documents to the housing and urban-rural development authority for examination,
while for construction projects other than those stipulated as special development projects, the
developer shall, at the time of applying for the construction permit or approval for work
commencement report, provide the fire safety design drawings and technical materials which satisfy
the construction needs. According to Interim Regulations on Administration of Examination and
Acceptance of Fire Control Design of Construction Projects (᜕ϗ၍ଣᅲ
) issued by the Ministry of Housing and Urban-Rural Development of the PRC on April
1, 2020, an examination system for fire prevention design and acceptance only applies to special
construction projects, and for other projects, a record-filing and spot check system would be
applied.
Laws and Regulations in Relation to Exportation of Goods
According to the Regulations of the PRC on the Administration of Import and Export of Goods
(ආ̈ɹ၍ଣૢԷ) promulgated by the State Council on December 10,
2001 which came into effect on January 1, 2002, the Foreign Trade Law of the PRC ( ʕശɛ͏
) promulgated by the SCNPC on May 12, 1994 which came into effect on July
1, 1994 and last amended on December 30, 2022, the Customs Law of the PRC ( ʕശɛ͏΍ձ
) promulgated by the SCNPC on January 22, 1987 which came into effect on July 1,
1987 and last amended on April 29, 2021, the Measures for Record Filing and Registration by
Foreign Trade Dealer () promulgated by MOFCOM on June 25,
2004, which came into effect on July 1, 2004 and last amended on May 10, 2021 and the
Administrative Provisions of the Customs of the People’s Republic of China on Record-filing of
Customs Declaration Entities () promulgated by
the General Administration of Customs of the PRC on November 19, 2021 which came into effect
LA WS AND REGULATIONS
– 138 –


--- page 148 ---
on January 1, 2022, foreign trade business operators engaging in the import or export of goods or
technology must go through the record filing and registration formalities with the MOFCOM or the
agency entrusted by the MOFCOM. Unless otherwise provided, the declaration of import or export
goods and the payment of duties may be made by the consignees or consignors themselves, or by
entrusted customs brokers. Customs declaration entities refer to consignees or consignors of
imported or exported goods or customs brokers that have filed for record with Customs. Customs
declaration entities may conduct customs declaration business within the customs territory of the
PRC.
Laws and Regulations in Relation to the H Share “Full Circulation”
The Company shall comply with regulations on the H share “full circulation” to converse its
domestic shares into H shares and circulate on the Hong Kong Stock Exchange. Pursuant to the
Guidelines on Application for “Full Circulation” of Domestic Unlisted Shares of H-share
Companies (2023 Amendment) ( H΅͡ሗ“ஷ”ˏ(2023͍)),
or the Guidelines for the “Full Circulation”, promulgated and implemented by the CSRC on
November 14, 2019 and revised on August 10, 2023, 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. After domestic unlisted shares are listed and circulated
on the Stock Exchange, they may not be transferred back to China.
According to the Overseas Listing Trial Measures and related guidelines, “Full Circulation”
represents the shareholders of domestic unlisted shares of domestic companies, which directly offer
and list securities in overseas markets, converting its domestic unlisted shares into foreign listed
shares circulating in overseas markets. The shareholders of domestic unlisted shares shall authorize
the domestic company to file the “Full Circulation” application with CSRC by filing materials on
key compliance issues, including whether the “Full Circulation” has fulfilled adequate internal
decision-making procedures, necessary internal approvals and authorizations, and whether the “Full
circulation” involves approval or filing procedures set out in the laws, regulations and policies for
state-owned asset administration, industry supervision and foreign investment, and if so, whether
such approval or filing procedures have been performed.
According to the Measures for Implementation of H-share “Full Circulation” Business ( Hٰ“Ό
ஷ”), or the Measures for Implementation, promulgated by the China Securities
Depository and Clearing Corporation Limited, or the CSDC, and Shenzhen Stock Exchange, or the
SZSE, on December 31, 2019, the businesses of cross-border transfer registration, maintenance of
deposit and holding details, transaction entrustment and instruction transmission, settlement,
management of participants, services of nominal holders, etc. in relation to the H-share “full
circulation business”, are subject to the Measures for Implementation. Where there is no provision
in the Measures for Implementation, it shall be handled with reference to other business rules of the
CSDC and China Securities Depository and Clearing (Hong Kong) Company Limited, or the CSDC
(Hong Kong), and SZSE. In order to fully promote the reform of H-shares “Full Circulation” and
clarify the business arrangement and procedures for the relevant shares’ registration, custody,
settlement and delivery, the CSDC has promulgated the Circular on Issuing the Guide to the
Program for Full Circulation of H-shares (೯б<Hٰ“ஷ”یܸ>)o n
February 7, 2020, which specifies the business preparation, account arrangement, cross-border
share transfer registration and overseas centralized custody, etc. According to the Notes on the Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies
(׵<ج>), the New Regulations Filing aims
to strengthening institutional inclusiveness and deepening opening-up, and lays out “full
circulation” arrangements. For the overseas offering and listing by a domestic company, holders of
its domestically-based domestic unlisted shares are allowed after filing to convert the shares into
overseas listed shares to be circulated on overseas trading venues.
LA WS AND REGULATIONS
– 139 –


--- page 149 ---
HONG KONG LA WS AND REGULATIONS
Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong)
The Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) requires every
person carrying on any business to make application to the Commissioner of Inland Revenue in the
prescribed manner for the registration of that business. The Commissioner of Inland Revenue must
register each business for which a business registration application is made and as soon as
practicable after the prescribed business registration fee and levy are paid, and issue a business
registration certificate or branch registration certificate for the relevant business or the relevant
branch as the case may be.
Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong)
The Inland Revenue Ordinance (“ IRO”) is an ordinance for the purposes of imposing taxes on
property, earnings and profits in Hong Kong. The IRO provides, among others, that persons, which
include corporations, partnerships, trustees and bodies of persons, carrying on any trade, profession
or business in Hong Kong are chargeable to tax on all profits (excluding profits arising from the sale
of capital assets) arising in or derived from Hong Kong from such trade, profession or business. As
at the Latest Practicable Date, the standard profits tax rate for corporations is at 8.25% on assessable
profits up to HK$2,000,000 and 16.5% on any part of assessable profits over HK$2,000,000. The
IRO also contains provisions relating to, among others, permissible deductions for outgoings and
expenses, set-offs for losses and allowances for depreciation.
Laws relating to Transfer Pricing
The Inland Revenue Department (“ IRD”) may make transfer pricing adjustments by disallowing
expenses incurred by Hong Kong residents under sections 16(1), 17(1)(b) and 17(1)(c) of the IRO
and challenging the entire arrangement under general anti-avoidance provisions such as sections 61
and 61A of the IRO if the IRD considers that the related party transactions are not conducted on
an arm’s length basis.
In December 2009, the IRD released Departmental Interpretation and Practice Notes No. 46 (“ DIPN
46”). DIPN 46 provides clarifications and guidance on the IRD’s views on transfer pricing and how
it intends to apply the existing provisions of the IRO to establish whether related parties are
transacting at arm’s length prices. In general the practices followed by the IRD are based on the
transfer pricing methodologies recommended by the OECD Transfer Pricing Guidelines.
In April 2009, the IRD released Departmental Interpretation and Practice Notes No. 45 (“ DIPN
45”). DIPN 45 provides that where double taxation arises as a result of transfer pricing adjustments
made by the tax authorities of another country, a Hong Kong taxpayer may potentially claim relief
under the treaty between Hong Kong and that country (countries that entered into tax arrangements
with Hong Kong includes the PRC).
Furthermore, the Hong Kong Government has gazetted the Inland Revenue (Amendment) (No. 6)
Ordinance 2018 (the “ Amendment Ordinance ”) on July 13, 2018. The main objectives of the
Amendment Ordinance are to codify the transfer pricing principles and implement certain measures
under the Base Erosion and Profit Shifting (“ BEPS ”) package promulgated by the Organisation for
Economic Co-operation and Development, such as the transfer pricing documentation requirements.
The BEPS package seeks to counter the exploitation of gaps and mismatches in tax rules by
multinational enterprises to artificially shift profits to low or no-tax locations where there are little
or no economic activity.
LA WS AND REGULATIONS
– 140 –


--- page 150 ---
Section 50AAF of the IRO now codifies the arm’s-length principle and allows for an adjustment of
a taxpayer’s profits upwards/losses downwards if the taxpayer has entered into transaction(s) with
an associated person, and the pricing of such transaction(s) differs from that between independent
persons and has created a Hong Kong tax advantage. Section 82A of the IRO stipulates that a person
is liable to be assessed for penalties to additional tax of the amount of tax undercharged resulting
from transfer pricing adjustments, unless it is proved that reasonable efforts have been made to
determine the arm’s length price for the transaction(s). Pursuant to section 58C of the IRO, Hong
Kong entities engaged in transactions with associated enterprises will be required to prepare master
and local files for accounting periods beginning on or after April 1, 2018, except where they meet
either one of the following exemptions in respect of business size or relevant transaction volume:
Exemption based on size of business: Taxpayers meeting any two of the following conditions are
not required to prepare the master file and local files:
(i) Total revenue for the accounting period not exceeding HK$400 million;
(ii) Total assets at the end of the accounting period not exceeding HK$300 million;
(iii) No more than 100 employees on average.
Exemption based on related party transactions: If the amount of a type of controlled transactions for
the relevant accounting period is below the threshold set out below, an enterprise will not be
required to prepare a local file for that particular type of transactions:
(i) Transfer of properties (other than financial assets and intangibles): HK$220 million;
(ii) Transaction of financial assets: HK$110 million;
(iii) Transfer of intangibles: HK$110 million;
(iv) Any other transaction (e.g., service income and royalty income): HK$44 million.
If all types of controlled transactions for the relevant accounting period are not required to be
covered in local files, neither of the following is required to be prepared or retained by a taxpayer:
(i) Local file for the accounting period;
(ii) Master file for the corresponding accounting period.
ORGANISATION FOR ECONOMIC CO-OPERATION AND DEVELOPMENT’S (“OECD”)
GUIDELINES
The Organisation for Economic Co-operation and Development (the “ OECD ”), an organization for
international cooperation, promulgated the transfer pricing guidelines for multinational enterprises
and tax administrations (the “ OECD Guidelines ”), which is consistent with the transfer pricing
regulations in the tax jurisdictions involved in our intra-group transactions including PRC, the
United States and Hong Kong.
The OECD Guidelines provide that the arm’s length standard should be used to establish transfer
prices between associated enterprises.
The arm’s length standard is applied by comparing controlled transactions with transactions
between independent enterprises based on “economically relevant characteristics”. Comparability is
achieved if: (i) no differences between the controlled and uncontrolled transactions exist; (ii) the
differences that do exist do not materially affect the condition being examined; or (iii) reasonably
accurate quantitative adjustments can be made to eliminate the effect of any differences.
The methods presented in the OECD Guidelines can be categorised into three groups:
 Comparable uncontrolled price/transaction methods
 Other traditional transaction methods, including resale price and cost plus
 Transaction profit methods, including profit split and transaction net margin
LA WS AND REGULATIONS
– 141 –


--- page 151 ---
The OECD Guidelines state that the objective is to select the method “that is apt to provide the best
estimation of an arm’s length price”. Notwithstanding this overall objective, the OECD Guidelines
adopt the “most appropriate method to the circumstances of the case” principle for the selection of
transfer pricing method.
It is also acknowledged that the OECD Guidelines establish the hierarchy between the traditional
transaction methods and transactional profit methods when both can be applied in an “equally
reliable manner” that the traditional transaction methods should be selected.
INTERNATIONAL SANCTIONS LA WS AND REGULATIONS
Set out below is a summary of the sanctions regimes implemented by the U.S., the E.U., the U.K.,
the U.N. and Australia. This summary does not intend to set out the relevant sanctions laws and
regulations in their entirety.
United States Economic Sanctions Laws
OFAC administers and enforces U.S. primary sanctions programs, and violation of primary
sanctions carries monetary and criminal penalties. It has also enacted secondary sanctions targeting
non-U.S. Persons who are engaged in certain defined activities.
Primary Sanctions
In general, U.S. primary sanctions apply to U.S. Persons or activities involving a U.S. nexus (e.g.,
funds transfers in U.S. currency even if performed by non-U.S. Persons). U.S. primary sanctions
may also be applied to non-U.S. Persons who cause U.S. Persons to violate sanctions or otherwise
facilitate the violation of some sanctions programs. In addition, U.S. primary sanctions prohibit
U.S. Persons, wherever located, from approving, financing, facilitating or guaranteeing any
transaction by a foreign person where the transaction by that foreign person would be prohibited if
performed by a U.S. Person or within the United States. This is generally known as the prohibition
on “ facilitation ”.
There are two types of U.S. primary sanctions programs – “country based” programs and “list
based” programs. Violations of either type can result in “ strict ” civil liability (not a negligence
standard) where fines and penalties may be imposed. In addition, willful violations may result in
criminal liability, punishable by imprisonment and elevated fines.
“Comprehensive country-based” sanctions programs prohibit U.S. Persons from dealing in any
manner with a Comprehensively Sanctioned Country and their governments. “Limited
country-based” sanctions programs, which are often referred to as “sectoral sanctions,” prohibit
U.S. Persons from participating in certain types of transactions with particular persons related to the
sanctioned country and their governments. “ List based ” programs prohibit U.S. Persons from
dealing with or facilitating dealings with individuals, entities and organizations that have been
designated as SDNs by the OFAC.
Secondary Sanctions
The U.S. has also enacted secondary sanctions targeting non-U.S. Persons who are engaged in
certain defined activities. Secondary sanctions grant broad discretion to the U.S. President and his
delegated representatives to deny access to the U.S. economic system to non-U.S. Persons who have
been determined to engage in the specified transaction. The imposition of penalties under secondary
sanctions legislation is a mechanism that the U.S. employs to punish and deter non-U.S. parties
from certain behavior and transactions.
LA WS AND REGULATIONS
– 142 –


--- page 152 ---
United States Export Control Regulations
Unlike U.S. economic sanctions that apply based on the persons involved, U.S. export controls
apply based on the product involved. Any item that is sent from the U.S. to a foreign destination
is an export. “Items” include commodities, software or technology, circuit boards, blue prints,
design plans, retail software packages and technical information. The method by which an item is
exported does not matter in determining export license requirements. For example, an item can be
sent by regular mail, hand-carried on an airplane, or sent via facsimile; software can be uploaded
to or downloaded from an Internet site; or technology can be transmitted via e-mail or during a
telephone conversation. Regardless of the method used for the transfer, the transaction is considered
an export (or a re-export if such U.S.-origin item is transferred from one foreign country to another).
The BIS regulates the exports, re-exports and transfer (in-country) of commercial and dual-use
products, software and technology. These controls are authorized by the Export Administration Act
of 1979, as amended and extended, and implemented by the EAR.
The EAR applies to exports of commodities, software and technical data from the U.S. to foreign
countries, to re-exports from one foreign country to another, and to in-country transfer from one
person to another person that occurs outside the United States within a single foreign country.
According to § 734.9 of the EAR, foreign-produced items located outside the United States are
subject to the EAR when they are a “direct product” of specified “technology” or “software,” or are
produced by a plant or ‘major component’ of a plant that itself is a “direct product” of specified
“technology” or “software” (the so called “ FDP rule ”). If a foreign-produced item is subject to the
EAR, the license requirements may apply to that item based on its item classification, destination,
end-use, and end-user in the relevant transaction. Not all transactions involving foreign-produced
items that are subject to the EAR require a license. Those transactions that do require a license may
be eligible for a license exception. As of June 30, 2023, there were a number of FDP rules in force,
including Russia FDP rule, Russia-Military FDP rule, Advanced computing FDP rule, and
“Supercomputer” FDP rule.
The common Russia-related FDP rule (15 CFR §§ 746.8(a)(2) and 734.9(f)) provides that a
foreign-produced item is subject to the EAR if it is:
(i) a direct product of U.S.-origin technology or software classified under any ECCN on the CCL
(or produced by a plant or “major component” of a plant that is itself a direct product of such
U.S. technologies and software);
(ii) is identified in Supplement 6 to Part 746 or has an export classification other than EAR99; and
(iii) is known to be destined for Russia.
This rule applies to any end-user in Russia, while another more restrictive FDP rule (15 CFR §§
746.8(a)(3) and 734.9(g)) applies when there is knowledge that the foreign-produced item is a direct
product of any technology or software on the CCL (or produced by a plant or “major component”
of a plant that is itself a direct product of such U.S. technologies and software) and “will be
incorporated into, or used in the ‘production’ or ‘development’ of any ‘part,’ ‘component,’ or
‘equipment’ produced, purchased, or ordered by an entity” that is designated as a Russian military
end-user on the Entity List.
In addition, under the BIS export control rules targeting advanced computing chips, supercomputers
and semiconductor manufacturing equipment, the following items are subject to the EAR and BIS
licensing requirement: certain advanced and high-performance computing chips, commodities that
contain such chips, semiconductor manufacturing equipment, and software and technology
associated with these items (15 CFR. §§ 740.2, 740.10, 742.6, and Part 774, Supplement No. 1).
Certain semiconductor manufacturing and supercomputer items are also subject to end-user/end-use
controls (15 CFR. §§ 744.1 and 744.23).
Furthermore, there are three China-related FDP rules basically subjecting to EAR and licensing
requirement items that meet both the product scope (i.e., a direct product of technology or software
subject to the EAR and specified in certain ECCNs) and certain end-user/end-use/destination scope
(i.e., end user on the Entity List).
LA WS AND REGULATIONS
– 143 –


--- page 153 ---
Finally, the EAR applies to shipments from one foreign country to another of foreign-made products
that incorporate more than de minimis amount of controlled U.S. origin parts, components or
materials, or are the foreign direct product of certain controlled U.S. technology. The de minimis
threshold varies, from 25% for most countries to less than 10% for Iran (other Comprehensively
Sanctioned Countries have the 10% threshold), and what items are considered controlled (and thus
are included in the de minimis calculation) also varies.
United Nations Sanctions Regimes
The U.N. can take action to maintain or restore international peace and security under Chapter VII
of the U.N. Charter. It does this by way of resolutions passed by the U.N. Security Council. U.N.
Security Council sanctions have taken a number of different forms and have measures ranging from
comprehensive economic and trade sanctions to more targeted measures such as arms embargoes,
travel bans, and financial or commodity restrictions.
There are a number of ongoing U.N. sanctions regimes which focus on supporting political
settlement of conflicts, nuclear non-proliferation and counter-terrorism. Each regime is
administered by a sanctions committee chaired by a non-permanent member of the Security
Council.
U.N. Security Council Resolutions are binding upon U.N. member states but are not enforceable
against private parties. U.N. member states are therefore required to implement U.N. sanctions. The
domestic laws of U.N. member states will determine how sanctions imposed by the U.N. Security
Council are implemented and enforced against private parties.
European Union Sanctions Regimes
The E.U. has over 40 different sanctions regimes in place. The E.U. implements all sanctions
adopted by the U.N. Security Council. The E.U. may also reinforce U.N. sanctions by applying
measures in addition to those imposed by the U.N. Security Council and/or impose sanctions on its
own initiative.
All E.U. sanctions apply: (a) within the E.U. (including its airspace); (b) on board any aircraft or
vessel under the jurisdiction of any E.U. Member State; (c) to any E.U. national, regardless of where
they are resident/located; (d) to any legal person, entity or body which is incorporated/constituted
under the laws of any E.U. Member State, irrespective of their location, including unincorporated
branches, but not entities incorporated outside the E.U. (except that European parent companies are
still liable for the activities conducted by their non-European subsidiaries where they have cleared
or green-lighted such activities); and (e) to any legal person, entity or body in respect of any
business done in the E.U.
E.U. sanctions are implemented through E.U. regulations, which are directly applicable in the
member states of the E.U. and do not require further implementing legislation on a national level.
Each member state sets its own penalties for breaches of E.U. sanctions. This is generally done by
way of national legislation.
European Union Export Control Rules
E.U. export controls consist of a combination of E.U.-wide rules pursuant to E.U. legislation and
national rules applied by individual E.U. Member States. These rules predominantly implement
export controls on items agreed pursuant to international frameworks to which the E.U. or its
member states are a party.
E.U. export controls apply to both tangible and intangible exports of controlled items. Each of these
controlled items will be classified under a relevant export control regime, with a specific control
entry number; otherwise, the item will be classified as “NLR” (no licence required).
E.U. export control rules can also apply to exports of non-listed items if there is knowledge,
awareness or, in some cases, suspicion of a sensitive end use (known as “catch all” end-use
controls). This includes certain end uses relating to the military sector or weapons of mass
destruction.
LA WS AND REGULATIONS
– 144 –


--- page 154 ---
The two main export control regimes in the E.U. are those in relation to: (i) dual-use export controls
(i.e. items that can be used for commercial or civilian purposes but also for military purposes); and
(ii) military export controls, generally in relation to listed items that are specially designed or
modified for military use.
United Kingdom
The U.K. operates its own sanctions regime after its Brexit from the E.U. U.K. sanctions laws apply:
(a) within the territory and territorial waters of the U.K. and to all U.K. persons, wherever they are
in the world; (b) to all individuals and legal entities who are within or undertake activities within
the U.K.’s territory; and/or (c) to all U.K. nationals and U.K. legal entities established under U.K.
law, including their non-U.K. branches (but not separately incorporated non-U.K. subsidiaries),
irrespective of where their activities take place.
The Office of Financial Sanctions Implementation maintains two lists of those subject to financial
sanctions: (a) the “consolidated list” includes all designated persons subject to financial sanctions
under E.U. and U.K. legislation, as well as those subject to U.N. sanctions which are implemented
through E.U. regulations; and (b) a separate list of entities subject to specific capital market
restrictions. OFSI also has the power to impose financial penalties on a party which breaches
financial sanctions.
Australia
The Australian restrictions and prohibitions arising from the sanctions laws apply broadly to any
person in Australia, any Australian anywhere in the world, companies incorporated overseas that are
owned or controlled by Australians or persons in Australia, and/or any person using an Australian
flag vessel or aircraft to transport goods or transact services subject to United Nations sanctions.
LA WS AND REGULATIONS
– 145 –


--- page 155 ---
OVERVIEW
UBTech is an established robotic company based in the PRC, dedicated to the design, production,
commercialization, sales and marketing and research development (R&D) of smart service robotic
products and services. According to Frost & Sullivan, we are (i) the No. 3 in the smart service
robotic products and services industry in China (in terms of revenue in 2022) with a market share
of 2.8%; and (ii) China’s No. 1 provider of education smart robotic products and services (in terms
of revenue in 2022) with a market share of 22.5%.
Our history dates back to March 2012 when our Company (formerly known as Shenzhen UBTECH
Technology Co., Ltd.* (ʮ̡)) was established under the laws of PRC as a
limited liability company with a registered capital of RMB10 million which was held as to 78%,
17% and 5% by Mr. Zhou Jian, who is our chief executive officer, Executive Director and one of
our Controlling Shareholders, Mr. Xia Y ongjun, one of our Controlling Shareholders and Mr. Chen
Zhenjiang (Ϫ) respectively. Ms. Wang Lin and Mr. Xiong Y oujun, our Executive Directors and
Controlling Shareholders, joined our Company in March 2012 and June 2012 respectively and have
become our core management team with Mr. Zhou Jian since then. In March 2019, our Company
converted into a joint stock company with limited liabilities with our name changed to UBTECH
ROBOTICS CORP LTD* (ʮ̡). As of the Latest Practicable Date, our
Company had a registered capital of RMB406,568,674.
MILESTONES
The key milestones of our Group are as follows:
Y ear Event
2012 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our Company was established and commenced research, development
and design of robots.
2014 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We successfully developed and produced our first small sized humanoid
robot, Alpha Robot.
2015 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our Alpha Robot was exhibited in the China Hi-Tech Fair.
We organized the 17th National Robotics Championship and the 6th
International Humanoid Robotics Olympiad.
2016 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100540 units of our Alpha Robots performed simultaneously at China
Central Television’s Spring Festival Gala (“ Spring Festival Gala ”), one
of the most watched national network television broadcasts in the world,
and the performance was registered as a Guinness World Record in 2016.
2017 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We commenced commercialization of our education smart robotic
products and services segment.
We were ranked in CB Insights’ “AI 100” list, a list of the 100 most
promising private AI start-ups across the globe.
Our Alpha2 Robot and Jimu Robot were awarded the Innovation Awards
in the Consumer Electronics Show (CES).
Our Education Alpha 1X Robot won the New Y ork Design Award.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 146 –


--- page 156 ---
Y ear Event
2018 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our total production of servo actuators reached one million units.
We were selected for the PRC National Development and Reform
Commission’s 2018 “Internet +”, artificial intelligence innovation and
development and digital economy pilot major engineering project* (“ ʝ
ᑌၣ+”ɽʈ೻), and undertook the
high-end intelligent smart service robotic products industrialization
project.
We developed the first generation of Walker Robot, achieving a
breakthrough in the walking capability of bipedal robots in China.
The building components of our Jimu Robot were awarded the 20th
China Patent Gold Award.
We were awarded as one of the “Top 50 Innovative Enterprises” by
Forbes China.
Our humanoid Alpha Mini Robot was awarded the “Most Innovative
Product” at the 2018 World Robotics Congress.
2019 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We were selected by MIT Technology Review magazine as one of the
“50 Smartest Companies” globally.
We launched the second generation of Walker Robot, achieving higher
walking speed and free movement.
We were ranked as one of the “Top 100 Most V aluable Chinese Brands”
by BrandZ, achieving a brand value of USD910 million and being the
only AI and smart service robotic products and services company in the
list.
Our Walker Robot was awarded as one of the “Top 30 projects of 2019
SAIL Award” in the World AI Conference.
We converted into a joint stock company with limited liabilities with our
name changed to UBTECH ROBOTICS CORP LTD* (Ҧ
ʮ̡).
6 units of our Walker Robot performed at the Spring Festival Gala.
2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our smart service robot project was selected as one of the New
Generation AI Industry Innovative Focus Mission Entities ( อɓ˾ɛʈ౽
ᓃ΂ਕ౧࿮ఊЗ) by the PRC Ministry of Industry and
Information Technology.
We were awarded as one of the “10 Most Innovative Robotics
Companies of 2020” by Fast Company Magazine.
Our “R&D and application of intelligent control system for service
robots” project was awarded the Wu Wenjun Award for Advancement in
Artificial Intelligence.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 147 –


--- page 157 ---
Y ear Event
We were awarded two “1+X” professional skill level certificates in
respect of service robot application development and service robot
implementation, operation and maintenance by the PRC Ministry of
Education.
We were the sole official AI robotics partner for the China Pavilion of
World Expo held in Dubai.
2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our robotic industrial design center was selected as the fifth batch of
China national industrial design centres.
We developed a new generation of Walker Robot, Walker X.
We were selected as one of the top 10 robotic companies in the world
that will gain more prominence in 2022 by Analytics Insight.
2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our “Key Technologies and Applications of Fully Autonomous Service
Robots” project was awarded the First Prize of the Guangdong
Technology Advancement Awards.
Our walking assistance robot Wassi was awarded the 2022 China Fortune
Best Design Award.
Our robots performed at the Beijing Olympic Winter Games Opening
Ceremony.
2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We were selected as one of the top 10 companies in the vanguard of the
rise of humanoid robots by Analytics Insight.
ESTABLISHMENT AND MAJOR SHAREHOLDING CHANGES OF OUR COMPANY
(1) Establishment of Our Company
Our Company was established in Shenzhen, PRC as a limited liability company on March 31, 2012,
with an initial registered capital of RMB10 million. The shareholding structure of our Company
upon establishment was as follows:
Shareholder
Registered capital
subscribed for
Percentage of
shareholding
(RMB’000) (%)
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,800 78
Mr. Xia Y ongjun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,700 17
Mr. Chen Zhenjiang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100500 5
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,000 100
(2) Pre-IPO Investments
Since our establishment, we have received Pre-IPO Investments by way of our Pre-IPO Investors
subscribing for increased registered capital of our Company or acquiring equity interest from some
of our Shareholders to, among other things, raise funds for the development of our business and
bring in new shareholders to our Company. Please see “Pre-IPO Investments” in this section for
further details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 148 –


--- page 158 ---
Our PRC Legal Adviser has confirmed that, all the capital increases and equity interest transfers as
described in “Pre-IPO Investments” in this section were properly and legally completed and all
necessary approvals, filings and registrations from the relevant PRC authorities have been obtained
and completed in all material respects.
(3) Major Shareholding Changes of Our Company
Set out below is a summary of the major shareholding changes of our Company (save for the
Pre-IPO Investments) since our establishment and up to the Latest Practicable Date.
(1) Capital Increase in September 2013
Pursuant to an investment agreement dated September 28, 2013 (the “ Sep-2013 Investment
Agreement ”), Mr. Zhou Jian, Mr. Xia Y ongjun and Mr. Chen Zhenjiang subscribed for the increased
registered capital of our Company of approximately RMB2.34 million, RMB0.51 million and
RMB0.15 million at the considerations of RMB2.34 million, RMB0.51 million and RMB0.15
million respectively.
(2) Equity Transfers in January 2014
Pursuant to an equity transfer agreement dated January 2, 2014, Mr. Zhou Jian and Mr. Xia Y ongjun
transferred 4.1% and 0.9% equity interest respectively to Mr. Xiong Y oujun, our Executive Director,
at a nominal considerations of RMB1 and RMB1 respectively. The considerations were determined
after arm’s length negotiations between the parties and as incentive to Mr. Xiong Y oujun, who was
a member of the core management team of our Company.
(3) Equity Transfers in September 2014
Pursuant to an equity transfer agreement dated July 17, 2014, Mr. Zhou Jian, Mr. Xia Y ongjun, Mr.
Xiong Y oujun, Shenzhen Leaguer Huarui Investment Enterprise Limited Partnership* ( ଉέ̹ɢΥ
ശြҳ༟Άุ(Υྫ)) (“ Leaguer Huarui ”) and Shenzhen Zhengxuan Investment Co., Ltd.* ( ଉ
ʮ̡)( “ Zhengxuan Investment ”) transferred an aggregate of 4.97% equity
interest to Ms. Wang Lin, our Executive Director, at a total consideration of approximately RMB3.5
million.
The considerations were determined after arm’s length negotiations between the parties taking into
account the then business prospects of our Company and as incentive to Ms. Wang Lin, who was
a member of the core management team of our Company.
(4) Introduction of Incentive Shareholding Platform
Pursuant to a capital increase agreement dated August 25, 2015, Shenzhen Evolution subscribed for
the increased registered capital of approximately RMB2.13 million of our Company at a
consideration of approximately RMB2.13 million (“ Shenzhen Evolution 2015 Subscription ”).
Shenzhen Evolution was established as an incentive shareholding platform for the employees of our
Group. Please see “Incentive Shareholding Platforms” in this section and “Appendix VII —
Statutory and General Information — D. Equity Incentive Schemes” for further details.
(5) Capital Increase in March 2016
Pursuant to a capital increase agreement dated February 2016 (the “ Feb-2016 Investment
Agreement ”), Shenzhen Sanciyuan subscribed for the increased registered capital of approximately
RMB1.42 million of our Company at a consideration of approximately RMB1.42 million (the
“Shenzhen Sanciyuan 2016 Subscription ”).
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 149 –


--- page 159 ---
As of the Latest Practicable Date, Shenzhen Sanciyuan was a limited partnership owned as to
approximately 73.961%, 4.395%, 4.642% and 17.002% by Mr. Zhou Jian, Mr. Xiong Y oujun, Ms.
Wang Lin and Mr. Deng Peng (“ Mr. Deng ”), respectively, and Mr. Zhou Jian was the sole general
partner of Shenzhen Sanciyuan. Mr. Deng was a former Director from November 2015 to July 2019,
and was mainly responsible for strategic planning. He also acted as the director or legal
representative of certain subsidiaries of our Group prior to his resignation as our Director. While
Mr. Deng had resigned in July 2019 as a Director and from all positions in the Group in July 2019,
Mr. Deng still appeared as the general manager of Shenzhen UBTECH Industrial, a subsidiary of
our Company on its record with the Administration for Industry and Commerce ( AIC) up to October
2023. Since July 2019, Mr. Zhou, being the legal representative of Shenzhen UBTECH Industrial,
has been responsible for its day-to-day management and conduct of its business and Mr. Deng has
not been involved in the affairs of Shenzhen UBTECH Industrial. In October 2023, Shenzhen
UBTECH Industrial has completed formal procedures to update its AIC registration to reflect the
resignation of Mr. Deng. Shenzhen Sanciyuan is one of our Controlling Shareholders. See
“Relationship with our Controlling Shareholders — Our Controlling Shareholders” for further
details.
Subsequently in September 2016, Shenzhen Sanciyuan subscribed for the increased registered
capital of RMB15,937 of our Company by conversion of capital reserve pursuant to the anti-dilution
compensation entitled by it under a cooperation agreement entered into in February 2016 (the
“Feb-2016 Cooperation Agreement ”) as a result of the subscription by Jinshi Haorui in Series B
Financing. For further details, see “Pre-IPO Investments — (13) Series B Financing II”.
(6) Equity Transfers in January 2018
Pursuant to an equity transfer agreement dated December 19, 2017, Mr. Xia Zuoquan, Mr. Xia
Y ongjun, Mr. Zhao Guoqun, Ms. Tang Jing (᎑), Leaguer Huarui, QM25 Limited (“ QM25 ”),
Shanghai Ding Hui Jia Ling Investment Center Limited Partnership* ( ɪऎཻฯྗᵌҳ༟ʕː(ࠢ
Υྫ)) (“ CDH”), Qingdao Jinshi Haorui Investment Co., Ltd.* (ʮ̡)
(“Jinshi Haorui ”), iFlytek Stock Co., Ltd.* (ʮ̡)( “ iFlytek Stock ”), Anhui
Kexun V enture Capital Fund Limited Partnership* (ΥྫΆุ(Υྫ))
(“Anhui Kexun ”), Wuhu Dingli Investment Management Limited Partnership* ( ጾಳ௟ͭҳ༟၍ଣ
ΥྫΆุ(Υྫ)) (“ Wuhu Dingli ”), Shenzhen Zhineng Y ouxuan, Shenzhen Qixuan Equity
Investment Limited Partnership* (ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Shenzhen Qixuan ”),
Shenzhen Maigao Fuda Growth Phase III Equity Investment Limited Partnership* ( ଉέ௥৷బ༺
ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Maigao Fuda ”), Guangzhou Shanjiatian Investment
Limited Partnership* ( ᄿψ̹ʆ̋˂ҳ༟ΥྫΆุ(Υྫ)) (“ Guangzhou Shanjiatian ”),
Zhuhai Huaying Investment Company Limited* (ʮ̡)( “ Zhuhai Huaying ”),
Zhuhai Technology V enture Capital Company Limited* (ʮ̡)( “ Zhuhai
Technology ”) and Beijing Tianlang Xingsu Investment Management Center Limited Partnership*
(੖ҳ༟၍ଣʕː(Υྫ)) (“ Beijing Tianlang Xingsu ”) as transferors, transferred
an aggregate of approximately 3.45% equity interest to Shenzhen Evolution as a transferee at a total
consideration of USD41.34 million. For further details of the transferors, please see “Pre-IPO
Investments” in this section.
(7) Capital Increase in February 2019
Shenzhen Evolution subscribed for the increased registered capital of RMB753,720 of our Company
for a consideration of approximately RMB126.07 million. Immediately after the subscription, our
registered capital increased to approximately RMB26.19 million.
(8) Equity Transfer in February 2019
Pursuant to an equity transfer agreement dated February 2019, Mr. Zhou Jian transferred the
registered capital of RMB0.17 million to Mr. Xia Y ongjun at the consideration RMB1 million.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 150 –


--- page 160 ---
The transfer was in connection with an equity transfer agreement entered into in 2013 pursuant to
which Mr. Zhou Jian agreed to transfer the registered capital of RMB0.17 million of our Company,
representing 1.7% equity interest, to an Independent Third Party at the consideration of RMB1
million. However, the transfer was not completed as the Independent Third Party had not settled the
consideration. As such, Mr. Xia Y ongjun subsequently elected to exercise his pre-emption right to
purchase the registered capital which such Independent Third Party initially agreed to purchase.
(9) Conversion into a Joint Stock Company in 2019
On March 29, 2019, our Company was converted into a joint stock limited liability company with
our name changed to UBTECH ROBOTICS CORP LTD* (ʮ̡).
Immediately after the conversion, our Company had a total registered capital of RMB360 million,
and a total of 360 million Shares in a nominal value of RMB1.0 each.
Set forth below is our shareholding structure immediately after the conversion:
Shareholders Number of Shares
Approximate
shareholding
(%)
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100103,586,040 28.77
Shenzhen Evolution /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039,599,280 11.00
QM25 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,681,160 6.58
Mr. Xia Zuoquan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,888,800 6.36
IMAGE FRAME INVESTMENT (HK) LIMITED
(“Image Frame ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,128,840 6.15
Shenzhen Sanciyuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,538,600 4.04
Mr. Xia Y ongjun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,217,880 2.84
Mr. Xiong Y oujun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,933,480 2.76
Ms. Wang Lin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,023,400 2.51
Mr. Zhao Guoqun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,486,920 2.08
CDH /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,040,160 1.96
ICBC (Shenzhen) Equity Investment Fund Limited
Partnership* ( ʈვ(ଉέ)ΥྫΆุ(Ϟ
Υྫ)) (“ ICBC (Shenzhen) ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,861,960 1.91
Shenzhen Zhineng Jiaxuan Investment Limited
Partnership* ( ଉέ̹౽ঐԳ፯ҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“ Shenzhen Zhineng Jiaxuan ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,379,840 1.49
Shenzhen Huizhi Tongtai Investment Limited
Partnership* ( ଉέි౽Νइҳ༟ΥྫΆุ(Υ
ྫ)) (“ Huizhi Tongtai ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,139,000 1.43
Shenzhen Unicorn Investment Limited Partnership*
(ଉέ̹ዹԉᖕҳ༟ΥྫΆุ(Υྫ))
(“Shenzhen Unicorn ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,086,440 1.41
Beijing Fuzhong Kangding Management Consulting
Limited Partnership* ( ̏ԯబ଺ੰཻ၍ଣፔ༔Υྫ
Άุ(Υྫ)) (“ Fuzhong Kangding ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,667,400 1.30
Qingdao Ningmi Enterprise Management Center
Limited Partnership * (ྐྵᑿΆุ၍ଣʕː(Ϟ
Υྫ)) (“ Qingdao Ningmi ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,593,600 1.28
Chongqing Liangjiang Xinqu Chengwei Enterprise
Management Limited Partnership* (ᅅՇϪอਜ
Άุ၍ଣΥྫΆุ(Υྫ)) (“ Chongqing
Chengwei ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,847,320 1.07
Tencent Technology (Shenzhen) Co., Ltd.* (߅
Ҧ(ଉέ)ʮ̡)( “ Tencent SZ ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,532,320 0.98
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 151 –


--- page 161 ---
Shareholders Number of Shares
Approximate
shareholding
(%)
Hangzhou Haikun Xinhong Investment Limited
Partnership* (ψऎ㆕㒥̾ҳ༟ΥྫΆุ(Υ
ྫ)) (“ Haikun Xinhong ”)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,517,200 0.98
Beijing Juran Zhijia Investment Management Center
Limited Partnership* (ҳ༟၍ଣʕː
(Υྫ)) (“ Beijing Juran Investment ”) /H1100/H1100/H1100/H1100/H1100/H11003,502,440 0.97
Suzhou Haikun Y ujie Investment Center Limited
Partnership* ( ᘽψऎ㆕ᚑઠҳ༟ʕː(Υྫ))
(“Haikun Yujie ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,443,760 0.96
Shenzhen Zhineng Y ouxuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,220,200 0.89
Chengdu Hongzhijia Enterprise Management Center
Limited Partnership* ( ϓே҃ʘԳΆุ၍ଣʕː(Ϟ
Υྫ)) (“ Chengdu Hongzhijia ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,708,640 0.75
Huzhou Tianlangxin Huihuang Equity Investment
Limited Partnership* (ᛆҳ༟Υ
ྫΆุ(Υྫ)) (“ Huzhou Tianlangxing ”) /H1100/H1100/H1100/H11002,516,760 0.70
Zhuhai Hengqin Jinfuzi Pangu No. 29 Equity
Investment Center Limited Partnership* ( मऎዑೞ
ᛆҳ༟ʕː(Υྫ))
(“Zhuhai Hengqin ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,447,640 0.68
Ningbo Bonded Area Jiuyou Wise Investment
Limited Partnership* (೼ਜɮʾ౽፯ҳ༟Υ
ྫΆุ(Υྫ)) (“ Ningbo Jiuyou ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,423,880 0.67
Beijing Juran Zhijia Investment Holding Group
Company Limited* (ණྠϞ
ʮ̡)( “ Beijing Juran Holding ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,299,680 0.64
Chia Tai Investment Management Limited (“ Chia
Tai”)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,132,640 0.59
Other 21 Shareholders (each holding less than
0.5% of the total Shares) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,255,472 6.27
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100360,000,000 100.00
INCENTIVE SHAREHOLDING PLATFORMS
In order to motivate, retain and reward talents for their contribution to the development of our
Group, we have approved and adopted several equity incentive schemes since 2015. As part of the
arrangements under the equity incentive schemes, Shenzhen Evolution, a limited partnership, was
established in 2015 as the “direct level incentive shareholding platform”, and held approximately
9.74% equity interest in our Company as of the Latest Practicable Date. A number of other limited
partnerships have been formed as the “indirect level incentive shareholding platforms” and act as
limited partners of Shenzhen Evolution. Participants under the equity incentive schemes are granted
partnership interest in the indirect level incentive shareholding platforms. As the indirect level
incentive shareholding platforms own partnership interest in Shenzhen Evolution which in turn
owns our Shares directly, the participants would be indirectly interested in our Shares. As of the
Latest Practicable Date, (i) 41 indirect level incentive shareholding platforms have been established
for the purpose of the equity incentive schemes; (ii) Ms. Wang Lin is the sole general partner of
Shenzhen Evolution and all of the indirect level incentive shareholding platforms; (iii) there is an
aggregate number of 689 participants holding partnership interest in the indirect level incentive
shareholding platforms; and (iv) none of our Directors or Supervisors holds more than one-third of
the partnership interest in any of the indirect level incentive shareholding platforms.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 152 –


--- page 162 ---
Participants include core employees of our Group and external advisers, such as technical advisers,
to our Group. The commercial rationale of granting equity interests to the participants is to link the
interests of the participants under the equity incentive schemes with those of our Company and our
Shareholders, so as to motivate, retain and reward the participants for their contribution to the
development of our Group.
See “Appendix VII — Statutory and General Information — D. Equity Incentive Schemes” for
further details.
PRE-IPO INVESTMENTS
Overview
(1) Series Pre-A Financing I
Pursuant to the Sep-2013 Investment Agreement, Leaguer Huarui subscribed for the increased
registered capital of approximately RMB1.63 million of our Company at the consideration of RMB4
million (the “ Series Pre-A Financing I ”).
(2) Equity Transfer in December 2013
Pursuant to an equity transfer agreement dated December 17, 2013, Mr. Chen Zhenjiang transferred
4.4% equity interest to Zhengxuan Investment at a consideration of RMB1.7 million (the “ Dec-2013
Transfer ”).
Mr. Chen Zhenjiang was one of the co-founders of our Company. Mr. Chen Zhenjiang also
co-founded UNION BROTHER (SHANGHAI) LIMITED* ( Ꮄ》(ɪऎ)ʮ̡), a company
principally engaged in the manufacturing and supply of solutions for automation equipment
production lines for high-end building materials industry, along with Mr. Zhou Jian and Mr. Xia
Y ongjun in 2007, and has served as its director since its founding. Mr. Zhou Jian subsequently
disposed of his equity interest in UNION BROTHER (SHANGHAI) LIMITED* ( Ꮄ》(ɪऎ)ዚ૛Ϟ
ʮ̡) in October 2016. Mr. Chen Zhenjiang did not play any role or assume any responsibilities
in the day-to-day management and operations of our Group, save for being a supervisor of our
Company from September 2013 to January 2014, and disposed of all of his equity interest in our
Company in the Dec-2013 Transfer due to his satisfaction in terms of the investment return
generated and his personal financial needs.
(3) Series Pre-A Financing II
In January 2014, (i) Zhengxuan Investment subscribed for the increased registered capital of
approximately RMB0.44 million of our Company at the consideration of RMB1 million; and (ii)
Leaguer Huarui subscribed for the increased registered capital of RMB55,000 of our Company by
conversion of capital reserve pursuant to the anti-dilution compensation entitled by Leaguer Huarui
under the Sep-2013 Investment Agreement as a result of the subscription by Zhengxuan Investment
(the “ Series Pre-A Financing II ”).
Immediately after the Series Pre-A Financing II, our Company’s registered capital increased to
approximately RMB15.12 million.
(4) Equity Transfer in February 2014
Pursuant to an equity transfer agreement dated February 19, 2014, Mr. Zhou Jian transferred 2.78%
equity interest to Zhengxuan Investment at a consideration of RMB1 million (the “ Feb-2014
Transfer ”).
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 153 –


--- page 163 ---
(5) Series Pre-A Financing III
In September 2014, Zhengxuan Investment subscribed for the increased registered capital of
approximately RMB0.9 million of our Company at the consideration of approximately RMB6.59
million (the “ Series Pre-A Financing III ”).
Immediately after the Series Pre-A Financing III, our Company’s registered capital increased to
approximately RMB16.03 million.
(6) Equity Transfer in October 2014
Pursuant to an equity transfer agreement dated October 16, 2014, Mr. Xia Y ongjun transferred 5%
equity interest to Mr. Zhao Guoqun at a consideration of RMB7.5 million (the “ Oct-2014
Transfer ”).
(7) Series Pre-A Financing IV
In October 2014, Mr. Zhao Guoqun subscribed for the increased registered capital of approximately
RMB0.99 million of our Company at the consideration of RMB9 million (the “ Series Pre-A
Financing IV ”).
Immediately after the Series Pre-A Financing IV , our Company’s registered capital increased to
approximately RMB17.02 million.
(8) Equity Transfer in December 2014
Pursuant to an equity transfer agreement dated November 6, 2014, Leaguer Huarui transferred 3%
equity interest to Mr. Zhao Guoqun at a consideration of RMB4.5 million (the “ Dec-2014
Transfer ”).
(9) Equity Transfer in April 2015
Pursuant to an equity transfer agreement dated April 16, 2015, Mr. Zhao Guoqun transferred
approximately 6.20% equity interest to Ms. Tang Jing at a consideration of RMB9.7 million (the
“Apr-2015 Transfer ”).
(10) Series A Financing
Pursuant to a capital increase agreement dated August 25, 2015, QM25 subscribed for the increased
registered capital of approximately RMB2.13 million of our Company at a consideration of USD10
million (the “ Series A Financing ”). Immediately after the Series A Financing and the Shenzhen
Evolution 2015 Subscription which completed on the same date, our Company’s registered capital
increased to approximately RMB21.28 million.
(11) Equity Transfers in December 2015
Pursuant to the equity transfer agreements dated November 26, 2015, (i) Leaguer Huarui transferred
1% equity interest to iFlytek Stock at a consideration of USD3 million; and (ii) Leaguer Huarui
transferred 2% equity interest to Anhui iFlytek Industrial Investment Company Limited* ( τᏏৃ
ப΂ʮ̡)( “ iFlytek Investment ”) at a consideration of USD6 million (the
“Dec-2015 Transfers ”).
(12) Series B Financing I
Pursuant to the Feb-2016 Investment Agreement, CDH subscribed for the increased registered
capital of approximately RMB0.95 million of our Company at a consideration of RMB260 million
(the “ Series B Financing I ”). Immediately after the Series B Financing I and the Shenzhen
Sanciyuan 2016 Subscription which completed on the same date, our Company’s registered capital
increased to approximately RMB23.64 million.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 154 –


--- page 164 ---
(13) Series B Financing II
Pursuant to a capital increase agreement dated May 2016, (i) Jinshi Haorui subscribed for the
increased registered capital of approximately RMB0.24 million of our Company at a consideration
of RMB65 million; and (ii) CDH subscribed the increased registered capital of RMB10,625 of our
Company by conversion of capital reserve pursuant to the anti-dilution compensation entitled by it
under the Feb-2016 Cooperation Agreement as a result of the subscription by Jinshi Haorui (the
“Series B Financing II ”).
Immediately after the Series B Financing II, our registered capital increased to approximately
RMB23.91 million.
(14) Equity Transfers in April 2017
In January 2017, the following parties entered into separate equity transfer agreements,
respectively, pursuant to which the following transfers of equity interest were agreed (the
“Apr-2017 Transfers ”):
Transferor Transferee
Approximate
registered capital
transferred Consideration
(RMB’000)
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Maigao Fuda 143 RMB39 million
Leaguer Huarui /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Maigao Fuda 72 RMB19.5 million
Mr. Xia Y ongjun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Maigao Fuda 24 RMB6.5 million
Mr. Xia Y ongjun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Zhuhai Huaying 120 USD5 million
Mr. Xia Y ongjun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Zhuhai Technology 120 USD5 million
Mr. Xia Y ongjun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Guangzhou Shanjiatian 75 RMB20.5 million
Mr. Zhao Guoqun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Guangzhou Shanjiatian 72 RMB19.5 million
Mr. Zhao Guoqun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Qixuan 258 USD10.8 million
Mr. Zhao Guoqun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beijing Tianlang Xingsu 120 USD5 million
Ms. Tang Jing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Zhineng Y ouxuan 359 RMB97.5 million
(15) Equity Transfers in January 2018
From January 2017 to December 2017, the following parties entered into separate equity transfer
agreements, respectively, pursuant to which the following transfers of equity interest (the
“Jan-2018 Transfers ”) were agreed:
Transferor(s) Transferee
Approximate
registered capital
transferred Consideration
(RMB’000)
Mr. Xia Zuoquan, Mr. Xia
Y ongjun, Mr. Zhao
Guoqun, Ms. Tang Jing,
Leaguer Huarui, QM25,
iFlytek Stock, Anhui
Kexun and Wuhu
Dingli /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Image Frame 1,594 Approximately
USD80.00 million
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 155 –


--- page 165 ---
Transferor(s) Transferee
Approximate
registered capital
transferred Consideration
(RMB’000)
Shenzhen Evolution /H1100/H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Shengshi Shidai Bole Investment
Management Limited Partnership* ( ଉέ̹ସ˰
˾Ьᆀҳ༟၍ଣΥྫΆุ(Υྫ))
(“Shenzhen Shengshi Shidai ”)
191 USD9.6 million
Shenzhen Evolution /H1100/H1100/H1100/H1100/H1100/H1100/H1100ICBC (Shenzhen) 347 USD17.4 million
Shenzhen Evolution /H1100/H1100/H1100/H1100/H1100/H1100/H1100Huizhi Tongtai 120 USD10 million
Shenzhen Evolution /H1100/H1100/H1100/H1100/H1100/H1100/H1100Minsheng Securities Investment Company
Limited (ʮ̡)( “ Minsheng
Securities ”)
106 USD8.9 million
Shenzhen Evolution /H1100/H1100/H1100/H1100/H1100/H1100/H1100Haikun Y ujie 60 USD5 million
Shenzhen Qixuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Chia Tai 60 USD5 million
Jinshi Haorui /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beijing Juran Investment 131 USD11 million
Shenzhen Qixuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beijing Juran Investment 60 USD5 million
CDH /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beijing Juran Holding 167 RMB93.8 million
Anhui Kexun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Huzhou Tianlangxing 120 USD10 million
Shenzhen Qixuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Huizhi Tongying Investment Limited
Partnership* (ҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“ Huizhi Tongying ”)
18 USD1.5 million
Wuhu Dingli /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Huizhi Tongying 12 USD1 million
Shenzhen Qixuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Unicorn 60 USD5 million
(16) Series C Financing
Pursuant to a capital increase agreement dated December 19, 2017 (the “ Series C Financing
Agreement ”), the subscribers subscribed for the increased registered capital of approximately
RMB1.54 million of our Company in aggregate at a total consideration of USD241.3 million (the
“Series C Financing ”). The respective subscription amount and consideration paid by the
subscribers were as follows:
Subscribers
Approximate
registered capital
subscribed for Consideration
(RMB’000) (USD)
Tencent SZ /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100254 40 million
Huizhi Tongtai /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100254 40 million
Minsheng Securities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100226 35.6 million
ICBC (Shenzhen) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100153 24 million
Yiwu Hongyuan Investment Management Limited
Partnership* ( ່ढ̾ᇝҳ༟၍ଣΥྫΆุ(ࠢ
Υྫ)) (formerly known as Hangzhou Y uanyuan
Investment Management Limited Partnership* (؄
ψ෤ᇝҳ༟၍ଣΥྫΆุ(Υྫ)) (“ Yiwu
Hongyuan ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100127 20 million
Zhongde Phase One Investment Management
(Ningbo) Company Limited* ( ΀ᅃఠಂҳ༟၍ଣ
(ت)ʮ̡)( “ Zhongde Phase One ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100127 20 million
Huizhi Tongying /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064 10 million
Shenzhen Songhe Growth Equity Investment Limited
Partnership* (ᛆҳ༟ΥྫΆุ
(Υྫ)) (“ Shenzhen Songhe ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064 10 million
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 156 –


--- page 166 ---
Subscribers
Approximate
registered capital
subscribed for Consideration
(RMB’000) (USD)
Beijing Juran Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064 10 million
Shenzhen Unicorn /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064 10 million
Haikun Y ujie /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064 10 million
Beijing Wenzi Huaxia Y aolai Investment Fund
Management Center Limited Partnership* ( ̏ԯ˖
၍ଣʕː(Υྫ)) (“ Wenzi
Huaxia ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110057 9 million
Telstra V entures Pty Limited (“ Telstra Ventures ”) /H1100/H1100 13 2 million
CDH /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 0.7 million
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,535 241.3 million
After the Series C Financing, our registered capital increased to approximately RMB25.44 million.
(17) Equity Transfer in February 2018
Zhongde Phase One could not settle the consideration of USD20 million for the increased registered
capital subscribed under the Series C Financing Agreement due to restrictions on fund transfers.
Zhongde Phase One and Shenzhen Unicorn entered into an equity transfer agreement dated
February 2, 2018 (the “ Feb-2018 Agreement ”), pursuant to which (i) Zhongde Phase One
transferred the equity interest subscribed under the Series C Financing Agreement to Shenzhen
Unicorn for nil consideration; and (ii) the obligation of Zhongde Phase One to pay the consideration
of USD20 million under the Series C Financing was taken up by Shenzhen Unicorn (the “ Feb-2018
Transfer ”).
(18) Equity Transfers in May 2018
From March 2018 to May 2018, the following parties entered into separate equity transfer
agreements, respectively, pursuant to which the following transfers of equity interest were agreed
(the “ May-2018 Transfers ”):
Transferor Transferee
Approximate
registered capital
transferred Consideration
(RMB’000)
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Wenzi Huaxia 66 RMB70 million
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Chengdu Hongzhijia 197 Approximately
RMB200 million
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100YBX Company Limited (“ YBX”) 127 USD20 million
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Zhuhai Hengqin 178 RMB187.6 million
Leaguer Huarui /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Chia Tai 95 USD15 million
Zhuhai Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100Shanghai Zhonghui Jinjiu Phase 11 Equity
Investment Fund Management Limited
Partnership* (ᛆҳ༟ਿ
၍ଣΥྫΆุ(Υྫ)) (“ Zhonghui
Jinjiu ”)
32 RMB33.5 million
Zhuhai Huaying /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Zhonghui Jinjiu 32 RMB33.5 million
CDH /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Beijing Langma Y ongan Investment
Management Stock Company* (ီ͑τ
΅ʮ̡)( “ Langma Y ongan ”)
127 RMB130 million
CDH /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Ningbo Jiuyou 41 RMB42.88 million
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 157 –


--- page 167 ---
Transferor Transferee
Approximate
registered capital
transferred Consideration
(RMB’000)
CDH /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Zhineng Jiaxuan 37 RMB39.3 million
Mr. Xia Y ongjun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Minsheng Securities 7 Nil
Ms. Tang Jing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Haikun Y ujie 127 RMB134 million
Ms. Tang Jing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Haikun Xinhong 38 RMB40.2 million
Shenzhen Sanciyuan /H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Zhineng Jiaxuan 239 Approximately
RMB251.96 million
Shenzhen Sanciyuan /H1100/H1100/H1100/H1100/H1100/H1100Huzhou Tianlangxing 64 RMB67 million
Shenzhen Sanciyuan /H1100/H1100/H1100/H1100/H1100/H1100Haikun Xinhong 74 Approximately
RMB77.64 million
Ms. Wang Lin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Ningbo Meishan Bonded Area Haohong Equity
Investment Limited Partnership* (೼
ᛆҳ༟ΥྫΆุ(Υྫ))
(“Ningbo Haohong ”)
47 RMB49.98 million
Ms. Wang Lin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Lide Equity Investment Management Company
Limited* (ʮ̡)( “ Lide
Equity ”)
47 Approximately
RMB50 million
Maigao Fuda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Ningbo Xiangshi Xiren Investment
Management Limited Partnership* (ജͩဢ
ʠҳ༟၍ଣΥྫΆุ(Υྫ)) (“ Xiangshi
Xiren ”)
55 RMB58.05 million
Maigao Fuda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Ningbo Xiangshi Xiyi Investment Management
Limited Partnership* (ജͩဢ່ҳ༟၍ଣΥ
ྫΆุ(Υྫ)) (“ Xiangshi Xiyi ”)
72 RMB75.95 million
Mr. Xia Zuoquan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Zhineng Jiaxuan 64 RMB67 million
Mr. Zhao Guoqun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Haikun Xinhong 51 RMB53.6 million
Wuhu Dingli /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Haikun Xinhong 15 Approximately
RMB16.16 million
Anhui Kexun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Haikun Xinhong 25 RMB26.8 million
Guangzhou Shanjiatian /H1100/H1100/H1100/H1100Ningbo Jiuyou 136 Approximately
RMB142.92 million
(19) Equity Transfers on 26 February 2019
In February 2019, the following transfers of equity interest among the following parties were
completed (the “ 26 Feb-2019 Transfers ”):
Transferor Transferee
Approximate
registered capital
transferred
Approximate
consideration
(RMB’000)
Anhui Kexun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Chongqing Chengwei 89 RMB70.07 million
Shenzhen Shengshi
Shidai /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Chongqing Chengwei 191 RMB191.38 million
Maigao Fuda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Suzhou Lifu Tianda Intelligent Robots Limited
Partnership* ( ᘽψͭబ˂༺౽ঐዚኜɛΥྫΆ
ุ(Υྫ)) (“ Lifu Tianda ”)
93 RMB96.09 million
Leaguer Huarui /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Zhineng Jiaxuan 42 RMB43.74 million
Mr. Xia Zuoquan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Zhineng Jiaxuan 10 RMB10.34 million
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 158 –


--- page 168 ---
(20) Equity Transfers in March 2019
On February 28, 2019, the following parties entered into separate equity transfer agreements,
respectively, pursuant to which the following transfers of equity interest were agreed (the
“Mar-2019 Transfers ”):
Transferor Transferee
Approximate
registered capital
transferred Consideration
(RMB’000)
Shenzhen Qixuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Taian Taiying Caijian Equity Investment Fund
Limited Partnership* (ᛆҳ༟
ΥྫΆุ(Υྫ)) (“ Taian Taiying ”)
41 Approximately
RMB41.81 million
Shenzhen Zhineng Y ouxuan Shenzhen Qianhai Quanmintong Holding Group
Company Limited* (ණྠ
ʮ̡)( “ Qianhai Quanmintong ”)
44 RMB45 million
Shenzhen Zhineng Y ouxuan Haikun Xinhong 52 RMB53.6 million
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Image Frame 16 RMB1 (note)
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Tencent SZ 3 RMB1 (note)
Note: Image Frame and Tencent SZ were entitled to acquire the registered capital of our Company under such transfers
because according to the supplemental shareholders agreement dated February 4, 2018 and entered into between our
Company, Mr. Zhou Jian, and our other then shareholders, Image Frame and Tencent SZ had the right to anti-dilution
compensation, and at that time our Company implemented an equity incentive scheme which would dilute the value
of equity interest held by Image Frame and Tencent SZ. Under the supplemental shareholders agreement, Image
Frame and Tencent SZ were entitled to request Mr. Zhou Jian to transfer shares to them at nil consideration or the
lowest price permitted under the law to pay for the anti-dilution compensation. Accordingly, Mr. Zhou Jian transferred
part of his shareholding for a nominal consideration to Image Frame and Tencent SZ respectively.
(21) Series D Financing I
Pursuant to a capital increase agreement dated March 10, 2020, Hangzhou Y ouzhi Enterprise
Management Services Limited Partnership* (ਕΥྫΆุ(Υྫ))
(“Hangzhou Y ouzhi ”) subscribed for the increased registered capital of approximately RMB14.20
million of our Company at a consideration of RMB1,120 million (the “ Series D Financing I ”).
After the Series D Financing I, our registered capital increased to approximately RMB374.20
million.
(22) Equity Transfers in September 2020
In September 2020, (i) pursuant to an equity transfer agreement dated August 31, 2020, Shenzhen
Unicorn transferred approximately 0.03% equity interest to Foshan Hongtao Jiuhe New
Construction Equity Investment Limited Partnership* (ᛆҳ༟ΥྫΆุ(Ϟ
Υྫ)) (“ Foshan Hongtao ”) at a consideration of RMB10 million; and (ii) pursuant to an equity
transfer agreement dated September 2, 2020, Shenzhen Unicorn transferred approximately 0.1%
equity interest to Zhongtai V enture Capital (Shenzhen) Company Limited* ( ʕइ௴ุҳ༟(ଉέ)Ϟ
ʮ̡)( “ Zhongtai VC ”) at a consideration of approximately RMB30 million (the “ Sep-2020
Transfers ”).
(23) Series D Financing II
Pursuant to a capital increase agreement dated August 2020, Huzhou Nanxun District Financial
Investment Company Limited* (ʮ̡)( “ Huzhou Nanxun ”) subscribed
for the increased registered capital of approximately RMB2.28 million of our Company at a
consideration of RMB180 million (the “ Series D Financing II ”). Immediately after the Series D
Financing II, our registered capital increased to approximately RMB376.48 million.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 159 –


--- page 169 ---
(24) Equity Transfers in December 2020
Pursuant to an equity transfer agreement dated December 15, 2020, Shenzhen Unicorn transferred
389,914 Shares to Hangzhou Huaxia Kefa Equity Investment Limited Partnership* (೯
ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Hangzhou Huaxia ”) at a consideration of RMB30 million (the
“Dec-2020 Transfer ”).
(25) Series D Financing III
Pursuant to a capital increase agreement dated December 2020, Anqing Tongan Chanye Zhaoshang
Investment Fund Limited Partnership* (ږ(Υྫ)) (“ Anqing
Tongan”) subscribed for the increased registered capital of approximately RMB1.27 million of our
Company at a consideration of RMB100 million (the “ Series D Financing III ”). Immediately after
the Series D Financing III, our registered capital increased to approximately RMB377.75 million.
(26) Equity Transfers in January 2021
In January 2021, (i) pursuant to an equity transfer agreement dated December 15, 2020 (as
supplemented by a supplemental agreement dated January 25, 2021), Shenzhen Unicorn transferred
197,398 Shares to Hanying Y ouxiang (Zhaozhuang) Equity Investment Limited Partnership* (ޮ
ᎴԮ(ಈ୿)ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Hanying Y ouxiang ”) at a consideration of RMB19.4
million; (ii) pursuant to an equity transfer agreement dated December 15, 2020 (as supplemented
by a supplemental agreement dated January 25, 2021), Shenzhen Unicorn transferred approximately
1.44 million Shares to Heze Dianjinyun Calculation Limited Partnership* (ၑΥྫ
Άุ(Υྫ)) (“ Heze Dianjinyun ”), at a consideration of RMB100 million; and (iii) pursuant to
an equity transfer agreement dated January 5, 2021, Qingdao Ningmi transferred 704,225 Shares to
Jinan Changqing Shengxin Equity Investment Management Center Limited Partnership* (ڡ
ᛆҳ༟၍ଣʕː(Υྫ)) (“ Jinan Changqing ”) at a consideration of RMB50 million (the
“Jan-2021 Transfers ”).
(27) Equity Transfers in February 2021
In February 2021, (i) pursuant to an equity transfer agreement dated December 15, 2020 (as
supplemented by a supplemental agreement dated February 9, 2021) and the novation agreement
dated February 28, 2021, Shenzhen Unicorn transferred 219,460 Shares to Qingdao Anyu No. 1
Investment Limited Partnership* (τρఠ໮ҳ༟ΥྫΆุ(Υྫ)) (“ Qingdao Anyu ”) at a
consideration of approximately RMB15.16 million; (ii) pursuant to an equity transfer agreement
dated 15 December 2020, Shenzhen Unicorn transferred 222,828 Shares to Pingyang Bangtuo
Equity Investment Limited Partnership* (ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Pingyang
Bangtuo ”) at a consideration of RMB27.15 million; and (iii) pursuant to an equity transfer
agreement dated February 2, 2021, Haikun Y ujie transferred 1,271,879 Shares to Beijing SINOIF
Financial Services Outsourcing Company Limited* (ʮ̡)
(“Beijing SINOIF ”) at a consideration of RMB100 million (the “ Feb-2021 Transfers ”).
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 160 –


--- page 170 ---
(28) Series D Financing IV
Pursuant to capital increase agreements entered into between December 2020 to March 2021,
Xiamen Jinyuan Investment Group Company Limited* (ʮ̡)( “ Xiamen
Jinyuan ”), Xiamen Siming District Chanye Investment Company Limited* (ਜପุҳ
ʮ̡)( “ Xiamen Siming ”), Hangzhou Hushan Equity Investment Company Limited* (ψ
ʮ̡)( “ Hangzhou Hushan ”) and Y angzhou Longtou Chuanghai No. 1 Changye
Funds Limited Partnership* (ΥྫΆุ(Υྫ)) (“ Y angzhou
Longtou ”) as subscribers subscribed for the increased registered capital of approximately RMB6.34
million of our Company in aggregate at a total consideration of RMB500 million (the “ Series D
Financing IV ”). The respective subscription amount and consideration paid by the subscribers were
as follows:
Subscribers
Approximate
registered capital
subscribed for Consideration
(RMB’000) (RMB)
Xiamen Jinyuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,268 100 million
Xiamen Siming /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,268 100 million
Hangzhou Hushan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,169 250 million
Y angzhou Longtou /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100634 50 million
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,339 500 million
Immediately after the Series D Financing IV , our registered capital increased to approximately
RMB384.09 million.
(29) Equity Transfer in June 2021
Pursuant to an equity transfer agreement dated March 1, 2021 (as supplemented by a supplemental
agreement dated April 20, 2021), Shenzhen Unicorn transferred 83,304 Shares to Pingyang Y uandao
Equity Investment Limited Partnership* (ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Pingyang
Yuandao ”) at a consideration of RMB10.15 million (the “ Jun-2021 Transfer ”).
(30) Equity Transfers in July 2021
In July 2021, (i) pursuant to an equity transfer agreement dated March 1, 2021 (as supplemented
by a supplemental agreement dated July 6, 2021), Shenzhen Unicorn transferred 305,890 Shares to
Zibo Zhouhan Equity Investment Limited Partnership* (ᛆҳ༟ΥྫΆุ(Υྫ))
(“Zibo Zhouhan ”) at a consideration of RMB26 million; (ii) pursuant to an equity transfer
agreement dated July 29, 2021, Shenzhen Unicorn transferred 131,312 Shares to Ms. Peng Y ahua
(ుԭശ) at a consideration of RMB10 million; and (iii) Mr. Xiong Y oujun transferred 1,642,737
Shares to Mr. Zhao Guoqun (the “July-2021 Transfers ”).
(31) Series D Financing V
Pursuant to a capital increase agreement dated June 11, 2022, Jiujiang Y ouxuan Zhihui Chanye
Investment Development Center Limited Partnership* (ʕː(Υ
ྫ)) (“ Jiujiang Y ouxuan ”) subscribed for approximately 6.34 million of new Shares at a
consideration of RMB500 million.
Pursuant to a capital increase agreement dated May 30, 2022, Liuzhou Government Investment
Guidance Fund Management Company Limited* (ʮ̡)
(“Liuzhou Government Investment Fund ”) subscribed for approximately 2.54 million new Shares
at a consideration of RMB200 million.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 161 –


--- page 171 ---
(32) Issue of new Shares in connection with the UBJ Acquisition in July 2022
In July 2022, our Company issued an aggregate of 1,166,319 new Shares to Hangzhou Y uanxing
Y uhan Equity Investment Fund Limited Partnership* (ΥྫΆุ(Υ
ྫ)) (“ Hangzhou Yuanxing ”), Gongqingcheng Y achang Jiake Investment Management Limited
Partnership* (ҳ༟၍ଣΥྫΆุ(Υྫ)) (“ Y achang Jiake ”) and
Gongqingcheng Jialu Investment Management Limited Partnership* (ྗᘇҳ༟၍ଣΥྫΆ
ุ(Υྫ)) (“ GQC Jialu ”) in relation to the acquisition of equity interest in Shanghai UBJ
Education Technology Co., Ltd.* (ʮ̡)( “ Shanghai UBJ ”) (the “ UBJ
Acquisition ”). Immediately after issuance of the new Shares, our registered capital increased to
approximately RMB394.128 million.
For further details of the UBJ Acquisition, please see “Material Acquisitions During the Track
Record Period – Acquisition of Additional 47.80% Equity Interest in Shanghai UBJ” in this section.
(33) Transfers by Shenzhen Unicorn to Zibo Linrui
Pursuant to an equity transfer agreement dated February 15, 2022 (as supplemented by a
supplemental agreement dated August 4, 2022), Shenzhen Unicorn transferred 133,425 Shares at a
consideration of RMB15 million in April 2022, and 83,969 Shares at a consideration of RMB9.44
million in August 2022, to Zibo Linrui Y ouxuan Equity Investment Management Limited
Partnership* (ᛆҳ༟၍ଣΥྫΆุ(Υྫ)) (“ Zibo Linrui ”) (the “ Transfers to
Zibo Linrui ”).
(34) Series D Financing VI
Pursuant to a capital increase agreement dated September 27, 2022, Puyang Financial Holding Co.,
Ltd* (ʮ̡)( “ Puyang Jinkong ”) subscribed for approximately 2.05 million
new Shares at a consideration of RMB161.33 million. Immediately after the subscription, our
registered capital increased to approximately RMB396.17 million.
(35) Equity Transfer in November 2022
In November 2022, pursuant to an equity transfer agreement dated November 25, 2022, Shenzhen
Unicorn transferred 480,088 Shares to Shanghai Y oujue Medical Technology Limited Partnership*
(ҦΥྫΆุ(Υྫ)) (“ Shanghai Y oujue ”) at a consideration of RMB30
million (“ Nov-2022 Transfer ”).
(36) Equity Transfer in December 2022
In December 2022, pursuant to an equity transfer agreement dated August 13, 2022, Shenzhen
Unicorn transferred 890,588 Shares to Puyang Y ouzi Investment Development Company Limited*
(ʮ̡)( “ Puyang Investment ”) at a consideration of RMB58.67 million
(the “ Dec-2022 Transfer ”).
(34) Series D Financing VII
Pursuant to a capital increase agreement dated January 29, 2023, Liuzhou Industrial Guidance Fund
Investment Management Company Limited* (ʮ̡)( “ Liuzhou
Industrial Fund ”) subscribed for the increased registered capital of approximately RMB10.4
million of our Company at a consideration of RMB820 million.
(35) Equity Transfer in May 2023
Pursuant to an equity transfer agreement dated May 30, 2023, Huzhou Nanxun transferred
2,281,947 Shares to Liuzhou Industrial Fund at a consideration of RMB180 million (“ May-2023
Transfer ”).
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 162 –


--- page 172 ---
Principal terms of the Pre-IPO Investments
The following table summarizes the key terms of the Pre-IPO Investments:
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Series Pre-A Financing I /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Leaguer Huarui 1,625,000 RMB4 million RMB36
million
Business
prospect of
our
Company
October 23,
2013
October 9, 2013 RMB0.18 (99.81)%
Dec-2013 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Zhengxuan
Investment
(5)
650,000 RMB1.7
million
RMB38
million
Business
prospect of
our
Company
December 27,
2013
December 24,
2013
RMB0.19 (99.79)%
Series Pre-A Financing II /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Zhengxuan
Investment
441,000 RMB1 million RMB34
million
Business
prospect of
our
Company
January 24,
2014
January 16,
2014
RMB0.17 (99.82)%
Leaguer Huarui 55,000 —
(6) — (6) — (6) January 24,
2014
— (6) — (6) — (6)
Feb-2014 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Zhengxuan
Investment
421,000 RMB1 million RMB36
million
Business
prospect of
our
Company
February 21,
2014
February 25,
2014
RMB0.17 (99.81)%
Series Pre-A Financing III /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Zhengxuan
Investment
905,471 RMB6.59
million
RMB117
million
Business
prospect of
our
Company
September 25,
2014
September 23,
2014
RMB0.53 (99.43)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 163 –


--- page 173 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Oct-2014 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Mr. Zhao Guoqun (7) 801,324 RMB7.5
million
RMB150
million
Business
prospect of
our
Company
October 30,
2014
October 30,
2014
RMB0.68 (99.27)%
Series Pre-A Financing IV /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Mr. Zhao Guoqun 994,746 RMB9 million RMB154
million
Business
prospect of
our
Company
October 30,
2014
October 27,
2014
RMB0.66 (99.29)%
Dec-2014 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Mr. Zhao Guoqun 510,637 RMB4.5
million
RMB150
million
Business
prospect of
our
Company
December 15,
2014
November 12,
2014
RMB0.64 (99.31)%
Apr-2015 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Ms. Tang Jing
(8) 1,055,860 RMB9.7
million
RMB156
million
Business
prospect of
our
Company
April 17,
2015
October 12,
2014
RMB0.67 (99.28)%
Series A Financing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100QM25
(9) 2,127,652 USD10 million USD100
million
Business
prospect and
agreed
valuation of
our
Company
(33)
November 17,
2015
September 22,
2017
USD0.34 (97.35)%
Dec-2015 Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100iFlytek Stock (10) 212,765 USD3 million USD300
million
Business
prospect and
agreed
valuation of
our
Company
December 29,
2015
January 4, 2016 USD1.03 (92.05)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 164 –


--- page 174 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
iFlytek Investment (10) 425,531 USD6 million USD300
million
Business
prospect and
agreed
valuation of
our
Company
December 29,
2015
December 31,
2015
USD1.03 (92.05)%
Series B Financing I /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100CDH 945,623 RMB260
million
RMB6.5
billion
Business
prospect and
agreed
valuation of
our
Company
(34)
March 18,
2016
May 20, 2016 RMB20.01 (78.41)%
Series B Financing II /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Jinshi Haorui 239,062 RMB65
million
RMB650
million
V aluation of
our
Company in
recent
financing
rounds
September 20,
2016
October 13,
2016
RMB19.79 (78.65)%
CDH 10,625 —
(11) — (11) — (11) September 20,
2016
— (11) — (11) — (11)
Apr-2017 Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Maigao Fuda 239,062 RMB65
million
RMB6.5
billion
V aluation of
our
Company in
recent
financing
rounds
April 6, 2017 April 6, 2017 RMB19.79 (78.65)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 165 –


--- page 175 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Zhuhai Huaying (12) 119,531 USD5 million USD1 billion V aluation of
our
Company in
recent
financing
rounds
April 6, 2017 October 20,
2016
USD3.04 (76.43)%
Zhuhai
Technology
(12)
119,531 USD5 million USD1 billion V aluation of
our
Company in
recent
financing
rounds
April 6, 2017 October 24,
2016
USD3.04 (76.43)%
Guangzhou
Shanjiatian
147,116 RMB40
million
RMB6.5
billion
V aluation of
our
Company in
recent
financing
rounds
April 6, 2017 January 18,
2017
RMB19.79 (78.65)%
Shenzhen Qixuan 258,180 USD10.8
million
USD1 billion V aluation of
our
Company in
recent
financing
rounds
April 6, 2017 January 18,
2017
USD3.04 (76.43)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 166 –


--- page 176 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Beijing Tianlang
Xingsu (13)
119,531 USD5 million USD1 billion V aluation of
our
Company in
recent
financing
rounds
April 6, 2017 January 18,
2017
USD3.04 (76.43)%
Shenzhen Zhineng
Y ouxuan
358,592 RMB97.5
million
RMB6.5
billion
V aluation of
our
Company in
recent
financing
rounds
April 6, 2017 April 19, 2017 RMB19.79 (78.65)%
Jan-2018 Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Shengshi
Shidai
191,250 USD9.6
million
USD1.2 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
November 22,
2017
USD3.65 (71.71)%
ICBC (Shenzhen) 346,640 USD17.4
million
USD1.2 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
December 28,
2017
USD3.65 (71.71)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 167 –


--- page 177 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Image Frame (14) 1,593,754 Approximately
USD80
million
USD1.2 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
April 4, 2018 USD3.65 (71,71)%
Huizhi Tongtai
(15) 119,531 USD10 million USD2 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
December 13,
2017
USD6.09 (52.85)%
Minsheng Securities 106,383 USD8.9
million
USD2 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
November 14,
2017
USD6.09 (52.85)%
Haikun Y ujie
(22) 59,766 USD5 million USD2 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
December 11,
2017
USD6.09 (52.85)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 168 –


--- page 178 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Chia Tai 59,766 USD5 million USD2 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
November 7,
2017
USD6.09 (52.85)%
Beijing Juran
Investment
(16)
191,250 USD16 million USD2 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
October 16,
2017
USD6.09 (52.85)%
Beijing Juran
Holding
(16)
167,343 RMB93.8
million
RMB13 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
October 20,
2017
RMB40.8 (55.99)%
Huzhou
Tianlangxing
(13)
119,531 USD10 million USD2 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
December 19,
2017
USD6.09 (52.85)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 169 –


--- page 179 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Huizhi Tongying (15) 29,883 USD2.5
million
USD2 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
February 5,
2018
USD6.09 (52.85)%
Shenzhen Unicorn
(17) 59,766 USD5 million USD2 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
January 23,
2018
USD6.09 (52.85)%
Series C Financing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Tencent SZ
(14) 254,410 USD40 million USD4 billion Business
prospect and
agreed
valuation of
our
Company
(35)
January 23,
2018
February 13,
2018
USD11.44 (11.39)%
Huizhi Tongtai 254,410 USD40 million USD4 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
January 30,
2018
USD11.44 (11.39)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 170 –


--- page 180 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Minsheng Securities 226,424 USD35.6
million
USD4 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
February 2,
2018
USD11.44 (11.39)%
ICBC (Shenzhen) 152,646 USD24 million USD4 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
January 30,
2018
USD11.44 (11.39)%
Yiwu Hongyuan 127,205 USD20 million USD4 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
January 30,
2018
USD11.44 (11.39)%
Zhongde Phase One 127,205 USD20 million USD4 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
—
(19) USD11.44 (11.39)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 171 –


--- page 181 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Huizhi Tongying 63,602 USD10 million USD4 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
February 5,
2018
USD11.44 (11.39)%
Shenzhen Songhe 63,602 USD10 million USD4 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
January 30,
2018
USD11.44 (11.39)%
Beijing Juran
Investment
63,602 USD10 million USD4 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
February 2,
2018
USD11.44 (11.39)%
Shenzhen Unicorn 63,602 USD10 million USD4 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
February 5,
2018
USD11.44 (11.39)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 172 –


--- page 182 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Haikun Y ujie 63,602 USD10 million USD4 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
December 12,
2017
USD11.44 (11.39)%
Wenzi Huaxia 57,242 USD9 million USD4 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
January 30,
2018
USD11.44 (11.39)%
Telstra V entures
(18) 12,720 USD2 million USD4 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
March 2, 2018 USD11.44 (11.39)%
CDH 4,452 USD0.7
million
USD4 billion Business
prospect and
agreed
valuation of
our
Company
January 23,
2018
February 7,
2018
USD11.44 (11.39)%
Feb-2018 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shenzhen Unicorn 127,205 USD20
million
(19)
USD4 billion — (19) February 5,
2018
February 5,
2018
USD11.44 (11.39)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 173 –


--- page 183 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
May-2018 Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Wenzi Huaxia (25) 66,451 RMB70
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 June 5, 2018 RMB76.67 (17.28)%
Chengdu Hongzhijia 197,090 RMB200.1
million
RMB26 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 May 31, 2018 RMB73.89 (20.28)%
YBX 127,204 USD20 million USD4 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 June 6, 2018 USD11.44 (11.39)%
Zhuhai Hengqin 178,086 RMB187.6
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 May 22, 2018 RMB76.67 (17.28)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 174 –


--- page 184 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Chia Tai 95,403 USD15 million USD4 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 September 26,
2017
USD11.44 (11.39)%
Zhonghui Jinjiu 63,602 RMB67
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 July 5, 2018 RMB76.67 (17.28)%
Langma Y ongan 127,205 RMB130
million
RMB26 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 June 4, 2018 RMB74.38 (19.75)%
Ningbo Jiuyou 176,370 Approximately
RMB185.80
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 April 28, 2018 RMB76.67 (17.28)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 175 –


--- page 185 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Shenzhen Zhineng
Jiaxuan (20)
340,094 Approximately
RMB358. 26
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 July 14, 2020 RMB76.67 (17.28)%
Minsheng Securities 6,818 —
(21) — (21) — (21) May 29, 2018 — (21) — (21) — (21)
Haikun Y ujie (22) 127,205 RMB134
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 December 12,
2017
RMB76.67 (17.28)%
Haikun Xinhong
(22) 203,534 RMB214.4
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 May 30, 2018 RMB76.67 (17.28)%
Huzhou Tianlangxing 63,602 RMB67
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 May 29, 2018 RMB76.67 (17.28)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 176 –


--- page 186 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Ningbo Haohong 47,447 Approximately
RMB49.98
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 March 28, 2018 RMB76.67 (17.28)%
Lide Equity
(23) 47,473 Approximately
RMB50.01
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 June 13, 2018 RMB76.67 (17.28)%
Xiangshi Xiren
(24) 55,105 RMB58.05
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 February 5,
2018
RMB76.67 (17.28)%
Xiangshi Xiyi
(24) 72,100 RMB75.95
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
May 29, 2018 May 31, 2018 RMB76.67 (17.28)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 177 –


--- page 187 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
26 Feb-2019 Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Chongqing Chengwei 279,938 Approximately
RMB261.45
million
RMB24 billion V aluation of
our
Company in
recent
financing
rounds
February 26,
2019
May 5, 2019 RMB67.97 (26.66)%
Lifu Tianda 93,258 Approximately
RMB96.09
million
RMB26 billion V aluation of
our
Company in
recent
financing
rounds
February 26,
2019
March 8, 2019 RMB74.99 (19.10)%
Shenzhen Zhineng
Jiaxuan
51,352 Approximately
RMB54.08
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
February 26,
2019
January 24,
2019
RMB76.65 (17.30)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 178 –


--- page 188 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Mar-2019 Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Taian Taiying 40,871 Approximately
RMB41.81
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
March 20,
2019
April 4, 2019 RMB74.45 (19.68)%
Qianhai Quanmintong 43,983 RMB45
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
March 20,
2019
March 15, 2019 RMB74.46 (19.66)%
Haikun Xinhong 52,389 RMB53.6
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
March 20,
2019
March 27, 2019 RMB74.46 (19.66)%
Image Frame 16,413 RMB1
(26) — (26) — (26) March 20,
2019
March 20, 2019 Nil (26) (100)%
Tencent SZ 2,620 RMB1 (26) — (26) — (26) March 20,
2019
March 20, 2019 Nil (26) (100)%
Series D Financing I /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Hangzhou Y ouzhi 14,198,883 RMB1,120
million
RMB30 billion V aluation of
our
Company in
recent
financing
rounds
March 26,
2020
March 23, 2020 RMB78.88 (14.90)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 179 –


--- page 189 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Sep-2020 Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Zhongtai VC 380,324 Approximately
RMB30.00
million
RMB30 billion V aluation of
our
Company in
recent
financing
rounds
September 15,
2020
September 10,
2020
RMB78.88 (14.90)%
Foshan Hongtao 125,485 RMB10
million
RMB30 billion V aluation of
our
Company in
recent
financing
rounds
September 15,
2020
September 7,
2020
RMB79.69 (14.02)%
Series D Financing II /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Huzhou Nanxun 2,281,947 RMB180
million
RMB30 billion V aluation of
our
Company in
recent
financing
rounds
November 2,
2020
November 10,
2020
RMB78.88 (14.90)%
Dec-2020 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Hangzhou Huaxia 389,914 RMB30
million
RMB29 billion V aluation of
our
Company in
recent
financing
rounds
December 20,
2020
December 25,
2020
RMB76.94 (16.99)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 180 –


--- page 190 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Series D Financing III /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Anqing Tongan 1,267,748 RMB100
million
RMB30 billion V aluation of
our
Company in
recent
financing
rounds
December 31,
2020
December 30,
2020
RMB78.88 (14.90)%
Jan-2021 Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Hanying Y ouxiang 197,398 RMB19.4
million
RMB37 billion Business
prospect of
the
Company,
valuation of
our
Company in
recent
financing
rounds and
commercial
negotiation
between the
transferor
and
transferee
January 25,
2021
January 5, 2021 RMB98.28 6.03%
Heze Dianjinyun
(31) 1,442,455 RMB100
million
RMB26 billion V aluation of
our
Company in
recent
financing
rounds
January 31,
2021
December 31,
2020
RMB69.33 (25.20)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 181 –


--- page 191 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Jinan Changqing 704,225 RMB50
million
RMB27 billion V aluation of
our
Company in
recent
financing
rounds
January 5,
2021
March 23, 2021 RMB71.00 (23.40)%
Feb-2021 Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Qingdao Anyu 219,460 Approximately
RMB15.16
million
RMB26 billion V aluation of
our
Company in
recent
financing
rounds
February 5,
2021
February 26,
2021
RMB69.06 (25.49)%
Pingyang Bangtuo 222,828 RMB27.15
million
RMB46 billion Business
prospect of
the
Company
and
commercial
negotiation
between the
transferor
and
transferee
February 5,
2021
February 4,
2021
RMB121.84 31.46%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 182 –


--- page 192 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Beijing SINOIF 1,271,879 RMB100
million
RMB30 billion V aluation of
our
Company in
recent
financing
rounds
February 2,
2021
March 8, 2021 RMB78.62 (15.17)%
Series D Financing IV /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Hangzhou Hushan 3,169,371 RMB250
million
RMB30 billion V aluation of
our
Company in
recent
financing
rounds
March 29,
2021
February 4,
2021
RMB78.88 (14.90)%
Xiamen Jinyuan 1,267,748 RMB100
million
RMB30 billion V aluation of
our
Company in
recent
financing
rounds
March 29,
2021
February 10,
2021
RMB78.88 (14.90)%
Xiamen Siming 1,267,748 RMB100
million
RMB30 billion V aluation of
our
Company in
recent
financing
rounds
March 29,
2021
February 10,
2021
RMB78.88 (14.90)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 183 –


--- page 193 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Y angzhou Longtou 633,874 RMB50
million
RMB30 billion V aluation of
our
Company in
recent
financing
rounds
March 29,
2021
March 26, 2021 RMB78.88 (14.90)%
Jun-2021 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Pingyang Y uandao 83,304 RMB10.15
million
RMB47 billion Business
prospect of
the
Company
and
commercial
negotiation
between the
transferor
and
transferee
June 20, 2021 April 20, 2021 RMB121.84 31.46%
July-2021 Transfers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Zibo Zhouhan 305,890 RMB26
million
RMB33 billion V aluation of
our
Company in
recent
financing
rounds
July 14, 2021 May 28, 2021 RMB85.00 (8.29)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 184 –


--- page 194 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Ms. Peng Y ahua 131,312 RMB10
million
RMB29 billion V aluation of
our
Company in
recent
financing
rounds
July 30, 2021 July 30, 2021 RMB76.15 (17.84)%
Mr. Zhao Guoqun 1,642,737 RMB32.5
million
(27)
RMB6.5
billion
V aluation of
our
Company in
recent
financing
rounds
(27)
July 22, 2021 August 17,
2018 (27)
RMB19.78 (27) (78.65)%
Series D Financing V /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Jiujiang Y ouxuan 6,338,742 RMB500
million
RMB31 billion V aluation of
our
Company in
recent
financing
rounds
July 20, 2022 June 27, 2022 RMB78.88 (14.90)%
Liuzhou Government
Investment Fund
(32)
2,535,497 RMB200
million
RMB31 billion V aluation of
our
Company in
recent
financing
rounds
July 21, 2022 June 27, 2022 RMB78.88 (14.90)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 185 –


--- page 195 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Issue of new Shares in connection with
UBJ Acquisition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Hangzhou
Y uanxing(28)
507,082 RMB40
million
RMB31 billion V aluation of
our
Company in
recent
financing
rounds
July 21, 2022 July 29,
2022
(29)
RMB78.88 (14.90)%
Y achang Jiake (28) 405,686 Approximately
RMB32.00
million
RMB31 billion V aluation of
our
Company in
recent
financing
rounds
July 21, 2022 July 29,
2022
(29)
RMB78.88 (14.90)%
GQC Jialu (28) 253,551 Approximately
RMB20.00
million
RMB31 billion V aluation of
our
Company in
recent
financing
rounds
July 21, 2022 July 29,
2022
(29)
RMB78.88 (14.90)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 186 –


--- page 196 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Transfers to Zibo Linrui /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Zibo Linrui 217,394 RMB24
million
RMB43 billion Business
prospect of
the
Company
and
commercial
negotiation
between the
transferor
and
transferee
August 4,
2022
August 4, 2022 RMB112.42 21.29%
Series D Financing VI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Puyang Jinkong
(30) 2,045,259 RMB161.33
million
RMB31 billion V aluation of
our
Company in
recent
financing
rounds
December 13,
2022
November 11,
2022
RMB78.88 (14.90)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 187 –


--- page 197 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Nov-2022 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shanghai Y oujue 480,088 RMB30
million
RMB25 billion V aluation of
our
Company in
recent
financing
rounds and
commercial
negotiation
between the
transferor
and
transferee
November 30,
2022
January 19,
2023
RMB62.49 (32.58)%
Dec-2022 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Puyang Investment
(30) 890,588 RMB58.67
million
RMB26 billion V aluation of
our
Company in
recent
financing
rounds and
commercial
negotiation
between the
transferor
and
transferee
December 1,
2022
November 11,
2022
RMB65.88 (28.92)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 188 –


--- page 198 ---
Pre-IPO Investments
Name of
Pre-IPO Investors (4)
Total Amount
of Registered
Capital
Increased or
Transferred
Aggregate
Consideration
Implied
valuation
Basis of
consideration
Date of
Completion (1)
Date of Full
Settlement of
Consideration
Approximate
Cost Per
Share
(2)
Approximate
(Discount
to)/Premium
over the Offer
Price (3)
(in RMB)
Series D Financing VII /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Liuzhou Industrial
Fund (32)
10,395,538 RMB820
million
RMB32 billion V aluation of
our
Company in
recent
financing
rounds
February 21,
2023
January 29,
2023
RMB78.88 (14.90)%
May-2023 Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Liuzhou Industrial
Fund
2,281,947 RMB180
million
RMB32 billion V aluation of
our
Company in
recent
financing
rounds
May 31, 2023 May 30, 2023 RMB78.88 (14.90)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 189 –


--- page 199 ---
Notes:
1. Such date represents, (i) in respect of subscriptions of increased registered capital, or equity transfers prior to the conversion of our Company i nto a joint stock company on March 29,
2019, the date on which the necessary change in business registration with the competent Chinese authority was completed; or (ii) in respect of equity transfers after the conversion of
our Company into a joint stock company when the change in business registration was not required, the date on which the relevant transferors and transf erees of the transfers notified our
Company.
2. Upon the conversion of our Company into a joint stock company on March 29, 2019, interest in each RMB1 of our registered capital was converted into Sha res at the ratio of approximately
1:13.74. Accordingly, for the purpose of calculating cost per Share for the Pre-IPO Investments prior to the conversion, the subscription or purchas e of each RMB1 of our registered capital
was deemed to be the subscription or purchase of approximately 13.74 Shares.
3. Calculated based on the assumption that the Offer Price is HK$101.0 per H Share, being the mid-point of the indicative Offer Price range of HK$86.0 to HK$116.0 per H Share.
4. Except for Zhengxuan Investment, Mr. Zhao Guoqun, Shenzhen Zhineng Y ouxuan and Shenzhen Unicorn, all of such Pre-IPO Investors are Independent Th ird Parties.
5. As of the Latest Practicable Date, Zhengxuan Investment was owned as to 97.25% and 2.75% by Mr. Xia Zuoquan, our Non-executive Director and one of our Controlling Shareholders,
and Ms. Y ang Zhilian ( เқᇳ), spouse of Mr. Xia Zuoquan. In April 2015, Zhengxuan Investment transferred approximately 14.12% equity interest in our Company to Mr. Xia Zuoquan.
6. The nil consideration was determined after arm’s length negotiations between Leaguer Huarui and our Company pursuant to the anti-dilution compen sation entitled by Leaguer Huarui under
the Sep-2013 Investment Agreement as a result of the subscription by Zhengxuan Investment.
7. In June 2019, Mr. Zhao Guoqun agreed to transfer 6,660,000 Shares to Ms. Zhou Jing unconditionally pursuant to a divorce agreement. The parties agre ed that such Shares shall then be
held by Mr. Zhao Guoqun on behalf of Ms. Zhou Jing for administrative convenience purposes. Subsequently, in December 2020, Ms. Zhou Jing became the re gistered owner of the aforesaid
Shares and the nominee arrangement was thus terminated.
8. In March 2019, Ms. Tang Jing transferred RMB334,246 of the registered capital of our Company to Qingdao Ningmi as an intra-group transfer. As of the L atest Practicable Date, Qingdao
Ningmi had been deregistered, and Ms. Tang Jing was the sole general partner and a limited partner of Qingdao Ningmi prior to its deregistration.
Further, in October 2022, Qingdao Ningmi transferred approximately 389,000 Shares to Shanghai Ningjing Y ouxuan Management Consultancy Limited Pa rtnership* ( ɪऎ∡ཨᎴ፯၍ଣ
ፔ༔ΥྫΆุ(Υྫ)) (“ Ningjing Y ouxuan ”) as an intra-group transfer. Ms. Tang Jing was the sole general partner of Qingdao Ningmi and Ningjing Y ouxuan.
9. QM25 is a company principally engaged in venture investment and ultimately managed by Qiming V enture Partners, an institution principally engage d in providing venture capital and
asset management services. Mr. Zhou Zhifeng, our Non-executive Director, currently serves as a partner in Qiming V enture Partners.
10. iFlytek Investment is an investment company owned by the core management team of iFlytek Stock. In April 2017, iFlytek Investment transferred app roximately RMB383,000 and
RMB43,000 of the registered capital of the Company owned by it to Anhui Kexun and Wuhu Dingli, respectively, as intra-group transfers. Mr. Xu Jingming (׼was the president
of iFlytek Investment and the general partner of Anhui Kexun and Wuhu Dingli.
11. The nil consideration was determined after arm’s length negotiations between CDH and our Company pursuant to the anti-dilution compensation ent itled by CDH under the Feb-2016
Cooperation Agreement as a result of the subscription by Jinshi Haorui.
12. As of the Latest Practicable Date, the Zhuhai State-owned Assets Supervision and Administration Commission was the ultimate controller of Zhuha i Huaying and Zhuhai Technology.
Pursuant to an equity transfer agreement dated October 23, 2020, Zhuhai Huaying transferred approximately RMB1.08 million of the registered capita l of our Company to Zhuhai Huaying
Y ouxuan Investment Limited Partnership* (Ꮄ፯ҳ༟ΥྫΆุ(Υྫ)) (“ Huaying Y ouxuan ”) as an intra-group transfer. As of the Latest Practicable Date, Huaying Y ouxuan
was owned as to approximately 97% by Zhuhai Huaying as a limited partner. Pursuant to an equity transfer agreement dated October 30, 2020, Zhuhai Techn ology transferred approximately
RMB1.08 million of the registered capital of our Company to Zhuhai Kechuang Haiyuan Investment Limited Partnership* (௴ऎ๕ҳ༟ΥྫΆุ(Υྫ)) (“ Zhuhai Haiyuan ”)
as an intra-group transfer. As of the Latest Practicable Date, Zhuhai Haiyuan was owned as to approximately 99% by Zhuhai Technology as a limited partn er.
13. As of the Latest Practicable Date, Beijing Ding Sheng Hui Zhong Investment Management Co., Ltd.* (ʮ̡) was the general partner of Huzhou Tianlangxing
and Beijing Tianlang Xingsu.
14. As of the Latest Practicable Date, Image Frame and Tencent SZ were both subsidiaries of Tencent Holdings Limited, a company listed on the Stock Exch ange (stock code: 700). Tencent
SZ was one of our customers, and two other subsidiaries of Tencent Holdings Limited were our customer and supplier (together the “ Tencent Subsidiaries ”), during the Track Record
Period.
We purchased (i) licensed music and voice interaction services used in producing our smart service robotic products from the Tencent Subsidiaries in the amount of RMB157,000,
RMB81,000 and RMB93,000 in FY2020, FY2021 and FY2022, representing 0.04%, 0.01% and 0.01% of our total cost of sales during the corresponding periods respectively; and (ii)
technology services (such as voice interaction technology development services and cloud servers) from the Tencent Subsidiaries for our research a nd development of smart service robotic
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 190 –


--- page 200 ---
products and services in the amount of RMB6.6 million, RMB120,000 and RMB271,000 in FY2020, FY2021 and FY2022, representing 1.54%, 0.02% and 0.06% of our research and
development expenses during the corresponding periods respectively. We sold smart service robotic products to the Tencent Subsidiaries in the amou nt of RMB129,000, RMB234,000 and
RMB398,000 in FY2020, FY2021 and FY2022, representing 0.02%, 0.03% and 0.04% of our total revenue during the corresponding periods respectively.
15. As of the Latest Practicable Date, Shenzhen MacLeod Fund Management Co., Ltd.* (ʮ̡) was the general partner of Huizhi Tongtai and Huizhi Tongying.
16. As of the Latest Practicable Date, Beijing Juran Investment was owned as to approximately 99% by Beijing Juran Holding as a limited partner. Pursua nt to an equity transfer agreement
dated December 15, 2020, Beijing Juran Holding transferred approximately RMB2.30 million of the registered capital of our Company to Beijing Juran I nvestment as an intra-group transfer.
17. As of the Latest Practicable Date, the majority of partnership interest in Shenzhen Unicorn was owned by an associate of Mr. Xia Y ongjun. In January 2018, Mr. Xia Y ongjun transferred
RMB119,531 of the registered capital of our Company to Shenzhen Unicorn.
18. Pursuant to an equity transfer agreement dated August 28, 2018, Telstra V entures transferred RMB12,720 of the registered capital of our Company t o Telstra V entures Fund II, L.P . (“ Telstra
Fund ”) as an intra-group transfer. As of the Latest Practicable Date, Telstra Fund was an affiliate of Telstra V entures.
19. Zhongde Phase One could not settle the consideration of USD20 million for the increased registered capital subscribed under the Series C Financin g Agreement due to restrictions on the
transfer of funds. In this connection, Zhongde Phase One and Shenzhen Unicorn entered into the Feb-2018 Agreement, pursuant to which (i) Zhongde Phas e One transferred its entire equity
interest to Shenzhen Unicorn for nil consideration; (ii) the obligation of Zhongde Phase One to pay the consideration of USD20 million under the Serie s C Financing was taken up by
Shenzhen Unicorn. The consideration of USD20 million was paid by Shenzhen Unicorn to our Company on February 5, 2018.
20. As of the Latest Practicable Date, Shenzhen Qianhai Honghao Asset Management Limited Company* (ʮ̡)( “ Qianhai Honghao ”) was the general partner
of Shenzhen Zhineng Jiaxuan and Shenzhen Zhineng Y ouxuan.
21. In November 2017, Shenzhen Evolution and Minsheng Securities entered into an equity transfer agreement, pursuant to which Shenzhen Evolution tr ansferred 0.45% equity interest in
our Company to Minsheng Securities at the consideration of USD8.9 million, corresponding to an implied valuation of our Company at USD2 billion as par t of the Jan-2018 Transfers.
In comparison, the investments by Shenzhen Shengshi Shidai, ICBC (Shenzhen) and Image Frame in the Jan-2018 Transfers corresponded to an implied val uation of our Company at
USD1.2 billion. In the Series C Financing, Minsheng Securities, ICBC (Shenzhen) and Tencent SZ, among other subscribers, subscribed for our increas ed registered share capital
respectively which corresponded to an implied valuation of our Company at USD4 billion. Accordingly, the implied valuation of our Company regarding the Pre-IPO Investments by
Minsheng Securities in the Jan-2018 Transfers and Series C Financing overall was higher when compared with the Pre-IPO Investments by Tencent (being the shareholder of Image Frame
and Tencent SZ) and ICBC (Shenzhen) in the Jan-2018 Transfer and Series C Financing, resulting in a relatively higher average investment cost by Minsh eng Securities.
In addition, in December 2017, Minsheng Securities appointed a representative to our Board, who, with her extensive experience in financial investm ents, provided advice on our Company’s
financing and did not receive any remuneration from our Company. In order to maintain shareholder relationship, and considering that (i) Minsheng Se curities is a renowned investor, the
investment by which could serve as an endorsement of our Company’s prospects; (ii) the contribution of the Board representative appointed by Minshen g Securities to our Company; and
(iii) the higher implied valuation of our Company regarding the Pre-IPO Investments by Minsheng Securities in the Jan-2018 Transfers and the Series C Financing, after arm’s negotiation
between our Company, Minsheng Securities and Mr. Xia Y ongjun, one of our Controlling Shareholders and a then Director, Mr. Xia Y ongjun transferred RM B6,818 of our registered capital
to Minsheng Securities at nil consideration as compensation to Minsheng Securities for its higher investment cost and recognition of its contributi on to the Company.
In February 2019, Minsheng Securities transferred approximately 1.34% equity interest to Fuzhong Kangding as an intra-group transfer. As of the Lat est Practicable Date, Fuzhong
Kangding was owned as to approximately 99.83% by Minsheng Securities as a limited partner.
22. As of the Latest Practicable Date, Haikun Investment Management (Shanghai) Limited Company* ( ऎ㆕ҳ༟၍ଣ(ɪऎ)ʮ̡)( “ Haikun Investment ”) was the general partner of both
Haikun Xinhong and Haikun Y ujie. In December 2022, Haikun Xinhong and Haikun Y ujie transferred approximately 3.5 million Shares and 2.2 million Shar es to Haikun Investment
respectively as intra-group transfers.
23. In September 2018, Lide Equity transferred RMB47,473 of the registered capital of our Company to Shuoguang Lide Jintou Investment Center Limited Partnership* (ҳҳ
༟ʕː(Υྫ)) (“ Lide Investment ”) as an intra-group transfer. As of the Latest Practicable Date, Lide Equity was the sole general partner of Lide Investment.
24. As of the Latest Practicable Date, Xiangshi (Shanghai) Investment Co., Ltd.* ( ജͩ(ɪऎ)ʮ̡)( “ Xiangshi Shanghai ”) was the general partner of Xiangshi Xiren and Xiangshi
Xiyi. In December 2022, Xiangshi Xiren and Xiangshi Xiyi transferred in aggregate approximately 1.75 million Shares to Shanghai Y aosen Investment M anagement Co., Ltd.* ( ɪऎ᪙
ʮ̡)( “ Shanghai Y aosen ”), which is owned as to 91.80% by Xiangshi Shanghai as of the Latest Practicable Date, as intra-group transfers.
25. In February 2019, Wenzi Huaxia transferred approximately RMB124,000 of our registered capital to Chengdu Zhongrui Zhixuan Equity Investment Fu nd Limited Partnership* ( ϓே̹
ΥྫΆุ(Υྫ)) (“ Chengdu Zhongrui ”) as intra-group transfer. As of the Latest Practicable Date, Wenzi Huxia was owned as to approximately 48.89% by
Chengdu Zhongrui.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 191 –


--- page 201 ---
26. Image Frame and Tencent SZ were entitled to acquire the registered capital of our Company under such transfers because according to the supplement al shareholders agreement dated
February 4, 2018 and entered into between our Company, Mr. Zhou Jian, and our other shareholders at that time, Image Frame and Tencent SZ had the right to anti-dilution compensation,
and at that time our Company implemented an equity incentive scheme which would dilute the value of equity interest held by Image Frame and Tencent SZ. U nder the supplemental
shareholders agreement, Image Frame and Tencent SZ were entitled to request Mr. Zhou Jian to transfer shares to them at nil consideration or the lowest price permitted under the law
to pay for the anti-dilution compensation. Accordingly, Mr. Zhou Jian transferred part of his shareholding for a nominal consideration to Image Fram e and Tencent SZ respectively.
27. On December 30, 2016, Mr. Zhao Guoqun and Mr. Xiong Y oujun entered into an agreement, pursuant to which Mr. Xiong Y oujun agreed to transfer 0.5% equi ty interest in our Company
to Mr. Zhao Guoqun at the consideration of RMB32.5 million. The parties agreed that such equity interest would be held by Mr. Xiong Y oujun on behalf of Mr . Zhao Guoqun for
administrative convenience purposes. On July 22, 2021, Mr. Zhao Guoqun became the registered owner of the relevant equity interest and the nominee ar rangement was thus terminated.
28. For further details, please see “Material Acquisitions During the Track Record Period — Acquisition of Additional 47.80% Equity Interest in Shan ghai UBJ”.
29. The dates of settlement of consideration are taken to be the dates when Hangzhou Y uanxing, Y achang Jiake and GQC Jialu completed the transfers of th e equity interest in Shanghai UBJ
to our Company pursuant to the UBJ Acquisition.
30. As of the Latest Practicable Date, Puyang Jinkong and Puyang Investment were both ultimately controlled by the Puyang State-owned Assets Supervi sion and Administration Commission.
31. In November 2022, Heze Dianjinyun transferred approximately 1.44 million Shares to Ms. Liu Wenhua ( ᄎ˖ശ). As of the Latest Practicable Date, Ms. Liu Wenhua was the general partner
Heze Dianjinyun and owned 98% of the partnership interest in Heze Dianjinyun.
32. As of the Latest Practicable Date, Liuzhou Government Investment Fund and Liuzhou Industrial Fund were both ultimately controlled by the Liuzhou State-owned Assets Supervision and
Administration Commission.
33. The implied valuation for the Series A Financing increased significantly compared with that for the Series Pre-A Financing because we had success fully developed and produced our first
small sized humanoid robot, Alpha Robot in 2014.
34. The implied valuation for the Series B Financing increased significantly compared with that for the Series A Financing because in 2016 (i) 540 unit s of our Alpha Robots performed
simultaneously at the Spring Festival Gala substantially raising our brand awareness; and (ii) we launched our consumer-level robots and other hard ware devices.
35. The implied valuation for the Series C Financing increased significantly compared with that for the Series B Financing because we launched our (i) education smart robotic products and
services and (ii) general service smart robotic products and services in 2017.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 192 –


--- page 202 ---
Basis of Consideration
Save as otherwise indicated in the table above, the considerations for the Pre-IPO Investments were
determined based on arm’s length negotiation amongst the respective parties after taking into
consideration, among other things, the timing of the investments, the estimated valuation of our
Company, and the status and prospects of our business.
See “Principal terms of the Pre-IPO Investments” for the implied valuations of the Pre-IPO
Investments. Based on the mid-point of the indicative Offer Price range of HK$101.0 and total
number of issued Shares upon Listing of 417,850,674 (assuming the Over-Allotment Option is not
exercised), the valuation of our Company upon Listing will be approximately RMB39 billion (the
“IPO Valuation ”). The differences between the implied valuations of the Pre-IPO Investments and
IPO V aluation are attributed to, among other things, (i) the investment risks assumed by the Pre-IPO
Investors, as our Company was a private company with less visibility at the time of the Pre-IPO
Investments and there was no guarantee that our Company would become publicly listed, and our
Shares will have increased liquidity after Listing; (ii) changes in the development stages of our
Company, competitive landscape in the industry in which our Group operates, capital market
conditions and market sentiments from the time of the Pre-IPO Investments up to the Listing; and
(iii) improved corporate governance and transparency of our Company after Listing.
Use of Proceeds from the Pre-IPO Investments
The proceeds from the Pre-IPO Investments conducted up to the Latest Practicable Date which
involved subscription of increased registered capital of our Company amounted to approximately
RMB5.61 billion. We utilized the net proceeds for the development and operations of our business,
including but not limited to, development of advanced AI and robotic technology, new product
development, R&D, technology infrastructure, personnel recruitment and sales and marketing, as
well as other general corporate purposes. As of Latest Practicable Date, approximately 90.67% of
the proceeds from the Pre-IPO Investments had been utilized.
Strategic or financial benefits of the Pre-IPO Investors brought to our Company
At the time of the Pre-IPO Investments, we were of the view that our Company would benefit from
the strategic or financial value that the Pre-IPO Investors would bring to our business, the additional
capital provided by the Pre-IPO Investors’ investments in our Company and their knowledge
relevant to our business. Our Pre-IPO Investors include (a) renowned professional investors, some
of which are highly experienced in investing in the innovative technological industry and/or AI and
robotic companies that can provide us with professional advice on our Group’s strategies and
improve our corporate governance, financial reporting and internal control; (b) companies engaged
in high-technology industries that can provide us with industry insights and guidance on our
Group’s market expansion, operation and business acquisition opportunities; and (c) PRC
government-owned funds that can provide us with advice on the policies concerning our operation
in the PRC and the implementation of our local projects. By introducing our Pre-IPO Investors, we
would not only benefit from the capital that they have brought in, but also leverage on their
network, expertise and corporate management experience, to further develop our business.
Our Company is also of the view that the Pre-IPO Investors demonstrated their confidence in our
Group’s operations and served as an endorsement of our Company’s performance, strengths and
prospects, which can assist us in broadening our shareholders base.
Lock-up Period
Pursuant to the applicable PRC laws and regulations, within the 12 months following the Listing
Date, all our existing Shareholders immediately before the Listing could not dispose of any of the
Shares held by them immediately before the Listing.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 193 –


--- page 203 ---
Special Rights of the Pre-IPO Investors
Our Directors confirmed that there are no special rights granted by our Company to the Pre-IPO
Investors under the relevant agreements that will survive the Listing.
Information of Principal Pre-IPO Investors
To the best of our Directors’ knowledge, the following sets forth information of the existing
Pre-IPO Investors each holding, directly or indirectly, 1% or above of our total issued Shares
immediately after the completion of the Global Offering (assuming the Over-Allotment Option is
not exercised).
Shenzhen Zhineng Y ouxuan and Shenzhen Zhineng Jiaxuan
Shenzhen Zhineng Y ouxuan is a limited partnership established under the laws of the PRC,
principally engaged in venture investment as a registered private equity fund. Shenzhen Zhineng
Y ouxuan is one of our Controlling Shareholders. For further details, see “Relationship with our
Controlling Shareholders”.
The general partners of Shenzhen Zhineng Y ouxuan are Shenzhen Qianhai Honghao Asset
Management Limited Company* (ʮ̡)( “ Qianhai Honghao ”) and
Shenzhen Sunda Investment Management Co., Ltd.* (ʮ̡)
(“Shenzhen Sunda ”). Qianhai Honghao, a limited company established under the laws of the PRC
and principally engaged in asset management and investment management, holds approximately
8.43% partnership interest in Shenzhen Zhineng Y ouxuan and is ultimately controlled by Ms. Hao
Ting ( ৠణ), an Independent Third Party. Shenzhen Sunda, a limited company established under the
laws of the PRC and principally engaged in investment management, holds approximately 8.27%
partnership interest in Shenzhen Zhineng Y ouxuan and is ultimately controlled by Mr. Chen Jiehuai
(௓ઠଊ), an Independent Third Party.
Golden Kapok Investment Management Ltd.* (ʮ̡)( “ Golden
Kapok ”), a limited company established under the laws of the PRC and principally engaged in
investment management, holds approximately 62.47% partnership interest in Shenzhen Zhineng
Y ouxuan, and the single largest ultimate shareholder of which is Ms. Gao Hui ( ৷ሾ), an
Independent Third Party. There is no other shareholder who is in a position to control Golden
Kapok.
Shenzhen Qianhai Guangji Private Securities Investment Management Company Limited* (ۃ
ʮ̡)( “Qianhai Guangji ”), a limited company established under the
laws of the PRC and principally engaged in investment management, holds approximately 20.82%
partnership interest in Shenzhen Zhineng Y ouxuan, and is held as to 90% by Mr. Luo Guoping ( ᖯ
਷̻), an Independent Third Party.
Shenzhen Zhineng Jiaxuan is a limited partnership established under the laws of the PRC,
principally engaged in venture investment as a registered private equity fund. Qianhai Honghao is
the sole general partner of Shenzhen Zhineng Jiaxuan. All limited partners of Shenzhen Zhineng
Jiaxuan are Independent Third Parties and none of them holds more than one-third of the
partnership interest.
QM25
QM25 Limited is a company incorporated under the laws of Hong Kong principally engaged in
venture investment, and is owned by Qiming V enture Partners IV , L.P . and Qiming Managing
Directors Fund IV , L.P ., which are Independent Third Parties, as to 96.94% and 3.06% respectively.
Qiming V enture Partners IV , L.P . and Qiming Managing Directors Fund IV , L.P . are exempted
limited partnerships registered under the laws of the Cayman Islands. Qiming GP IV , L.P . is the
general partner of Qiming V enture Partners IV , L.P ., whereas Qiming Corporate GP IV , Ltd. is the
general partner of both Qiming GP IV , L.P . and Qiming Managing Directors Fund IV , L.P .. Qiming
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 194 –


--- page 204 ---
V enture Partners IV , L.P . has 53 limited partners, and Qiming Managing Directors Fund IV , L.P . has
36 limited partners. No single limited partner of Qiming V enture Partners IV , L.P . or Qiming
Managing Directors Fund IV , L.P . holds more than 30% of the partnership interest. Both Qiming
V enture Partners IV , L.P . and Qiming Managing Directors Fund IV , L.P . are venture capital funds
focusing on investments in companies in the Technology and Consumer (T&C) and healthcare
sectors across China. QM25 is ultimately managed by Qiming V enture Partners, an institution
principally engaged in providing venture capital and asset management services. Mr. Zhou Zhifeng,
our Non-executive Director, currently serves as an investment partner in Qiming V enture Partners.
For the avoidance of doubt, Mr. Zhou Zhifeng (i) does not own any direct or indirect interest in
QM25, and (ii) is unable to exercise or control the exercise of the ultimate investment-related
decision-making power of Qiming V enture Partners. As such, he does not have control or influence
of the voting and investment power of the shares held by Qiming V enture Partners IV , L.P . and
Qiming Managing Directors Fund IV , L.P . in QM25. See “Directors, Supervisors and Senior
Management — Directors — Non-executive Directors” for further details of Mr. Zhou Zhifeng’s
roles and responsibilities in relation to Qiming V enture Partners.
Image Frame and Tencent SZ
Image Frame is a company incorporated under the laws of Hong Kong in January 2016, principally
engaged in venture investment. As of the Latest Practicable Date, it was a wholly owned subsidiary
of Tencent Holdings Limited, a company listed on the Stock Exchange (stock code: 700)
(“Tencent ”) and an Independent Third Party.
Tencent SZ is a limited liability company established under the laws of the PRC in February 2000,
and is a wholly owned subsidiary of Oriental Power Holdings Limited which is wholly owned by
Tencent.
Hangzhou Y ouzhi
Hangzhou Y ouzhi is a limited partnership established under the laws of the PRC, principally
engaged in venture investment. The sole general partner of Hangzhou Y ouzhi is Hangzhou Y uhang
State-owned Capital Investment Operation Group Co., Ltd.* (ࠢ
ʮ̡), which holds approximately 2.68% partnership interest in Hangzhou Y ouzhi and is a
state-owned enterprise established by the Y uhang District Government.
Hangzhou Y uhang Industrial Fund Co., Ltd.* (ʮ̡) holds approximately
43.75% partnership interest in Hangzhou Y ouzhi, and is ultimately controlled by Hangzhou Y uhang
District Treasury, an Independent Third Party. The other limited partners of Hangzhou Y ouzhi are
Independent Third Parties and none of them holds more than one-third of the partnership interest.
CDH
CDH is a limited partnership established under the laws of the PRC, principally engaged in venture
investment as a registered private equity fund. The sole general partner of CDH is Shanghai Dinghui
Bai Fu Wealth Management Co., Ltd.* (ʮ̡), which holds
approximately 14.99% partnership interest in CDH and is ultimately controlled by Mr. Wu Shangzhi
(қ), an Independent Third Party.
Bosera Capital Management Co., Ltd.* (ʮ̡) holds approximately 61.69%
partnership interest in CDH and is an Independent Third Party. The other limited partners of CDH
are Independent Third Parties and none of them holds more than one-third of the partnership
interest.
ICBC (Shenzhen)
ICBC (Shenzhen) is a limited partnership established under the laws of the PRC, principally
engaged in venture investment as a registered private equity fund. The sole general partner of ICBC
(Shenzhen) is Shenzhen Jinsheng Shuoye V enture Capital Management Co., Ltd.* (᳅၂ุ
ʮ̡), which holds 0.01% partnership interest in ICBC (Shenzhen) and is
ultimately controlled by Mr. Li Y e ( ҽዊ), an Independent Third Party.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 195 –


--- page 205 ---
China Southern Capital Management Co., Ltd.* (ʮ̡) holds the remaining
99.99% partnership interest in ICBC (Shenzhen) and is an Independent Third Party.
Jiujiang Y ouxuan
Jiujiang Y ouxuan is a limited partnership established under the laws of the PRC, principally
engaged in venture investment as a registered private equity fund. The sole general partner of
Jiujiang Y ouxuan is Shenzhen Qianhai Zhongke Zhaoshang Start-up Investment Management Co.,
Ltd.* (ʮ̡), which holds 1% partnership interest in
Jiujiang Y ouxuan and is ultimately controlled by Mr. Shan Xiangshuang ( ఊୂᕐ), an Independent
Third Party.
Jiujiang Industrial Investment Fund Limited Partnership* (ΥྫΆุ
(Υྫ)) and Jiujiang Pohu Xincheng Investment Construction Co., Ltd.* (ܔ
ʮ̡) hold 59% and 40% partnership interest respectively in Jiujiang Y ouxuan and are both
ultimately controlled by Jiujiang City State-owned Assets Supervision Administration Commission.
Beijing Juran Investment
Beijing Juran Investment is a limited partnership established under the laws of the PRC, principally
engaged in venture investment as a registered private equity fund. The sole general partner of
Beijing Juran Investment is Zhongyuan Yiju (Beijing) Investment Fund Management Co., Ltd.* ( ʕ
֢׋(̏ԯ)ʮ̡), which holds 1% partnership interest in Beijing Juran
Investment and is ultimately controlled by Mr. Wang Linpeng (؃؍an Independent Third Party.
Beijing Juran Holding holds the remaining 99% partnership interest in Beijing Juran Investment and
is ultimately controlled by Mr. Wang Linpeng. Beijing Juran Holding is the controlling shareholder
of Easyhome New Retail Group Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock
number: 000785).
Huizhi Tongtai and Huizhi Tongying
Huizhi Tongtai is a limited partnership established under the laws of the PRC, principally engaged
in venture investment as a registered private equity fund. The sole general partner of Huizhi Tongtai
is Shenzhen MacLeod Fund Management Co., Ltd.* (ʮ̡)( “Maigao
Fuda Fund Management ”), which holds 0.25% partnership interest in Huizhi Tongtai and is
ultimately controlled by Ms. Wang Rong ( ˮႂ), an Independent Third Party.
Tianjin Haili Fangzhou Investment Management Co., Ltd.* (ʮ̡)
holds 99.50% partnership interest in Huizhi Tongtai and is ultimately controlled by Haier Smart
Home Co., Ltd., a company listed on the Shanghai Stock Exchange (stock code: 600690) and the
Hong Kong Stock Exchange (stock code: 6690) and an Independent Third Party.
Huizhi Tongying is a limited partnership established under the laws of the PRC, principally engaged
in venture investment as a registered private equity fund. The sole general partner of Huizhi
Tongying is Maigao Fuda Fund Management, which holds 0.0186% partnership interest in Huizhi
Tongying.
Horgos Meibao Y oulian Equity Investment Limited Partnership* (ᛆҳ༟Υྫ
Άุ(Υྫ)) holds 83.04% partnership interest in Huizhi Tongying and is ultimately controlled
by Ms. Li Li (ڵan Independent Third Party. The other limited partners of Huizhi Tongying are
Independent Third Parties and none of them holds more than one-third of the partnership interest.
Liuzhou Industrial Fund and Liuzhou Government Investment Fund
Liuzhou Industrial Fund and Liuzhou Government Investment Fund are limited companies
established under the laws of the PRC, principally engaged in venture investment and asset
management, and are ultimately controlled by the Liuzhou State-owned Assets Supervision and
Administration Commission.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 196 –


--- page 206 ---
Accounting treatment of the Pre-IPO Investments
In respect of the Pre-IPO Investments of Hangzhou Y uanxing, Y achang Jiake and GQC Jialu, our
Company issued new Shares to them to facilitate our acquisition of equity interest in Shanghai UBJ.
For further details, see “Material Acquisitions During the Track Record Period — Acquisition of
Additional 47.80% Equity Interest in Shanghai UBJ” in this section. Before July 2022, our Group
held 39.73% equity interests in Shanghai UBJ which is accounted for as a joint venture. In July
2022, our Company acquired additional 47.8% equity interest of Shanghai UBJ from other joint
venture partners, at cash consideration of RMB117,760,000 and issue of a total of 1,166,319 Shares
to three of the sellers, Hangzhou Y uanxing, Y achang Jiake and GQC Jialu, and the fair value of the
Shares issued was RMB91,999,000 at the acquisition date. Upon completion the acquisition, our
Group held 87.53% equity interest in Shanghai UBJ and obtained control on Shanghai UBJ and the
transaction was treated as business combination. Our Directors consider the purpose of issuing
1,166,319 Shares to the three sellers is to facilitate the acquisition and is not to pay for the value
of the business acquired. As a result, the fair value of these Shares issued of RMB91,999,000 was
recognized as a share-based payments to facilitate acquisition of a subsidiary with corresponding
increase in share capital of RMB1,166,000 and an increase in share premium of RMB90,833,000.
For further details on accounting treatment regarding the issue of Shares in connection with the
acquisition of Shanghai UBJ, see Note 30(b) and Note 36 to “Appendix I — Accountant’s Report”.
Compliance with Interim Guidance and Guidance Letters
The Sole Sponsor has confirmed that as of the Latest Practicable Date, the Pre-IPO Investments are
in compliance with Guidance Letter HKEx-GL29-12 issued by the Hong Kong Stock Exchange in
January 2012 and updated in March 2017, Guidance Letter HKEx-GL43-12 issued by the Hong
Kong Stock Exchange in October 2012 and updated in July 2013 and March 2017 and Guidance
Letter HKEx-GL44-12 issued by the Hong Kong Stock Exchange in October 2012 and updated in
March 2017.
OUR MAJOR SUBSIDIARIES
As of the Latest Practicable Date, our Company has 2 branch companies and 85 subsidiaries. 77,
3 and 5 of our subsidiaries were established or incorporated in the PRC, United States and Hong
Kong respectively. Among those, the following subsidiaries contributed materially to our sales,
production or research during the Track Record Period:
Name of Subsidiary
Date of
Establishment/
Incorporation
Place of
Establishment/
Incorporation
Equity held
by our Group
as of the Latest
Practicable Date
Principal Business
Activities
UBTECH Software Technology
(Shenzhen) Co., Ltd.* ( Ꮄ̀፯ழ΁Ҧ
ஔ(ଉέ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
February 6,
2018
PRC 100% R&D and sales of AI
robotic software
UBTECH (Xiamen) Intelligent
Technology Co., Ltd.* ( Ꮄ̀፯(ژ)
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
April 24,
2020
PRC 100% R&D, design,
production and sales of
AI and smart service
robotic products and
the provision of smart
service robotic products
and services
Wuxi Uqi Intelligent Technology Co.,
Ltd.* (ʮ̡)
(“Wuxi Uqi ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
September 7,
2020
PRC 36.22%
(note)
R&D, production and
sales of logistics smart
robotic products and
services
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 197 –


--- page 207 ---
Name of Subsidiary
Date of
Establishment/
Incorporation
Place of
Establishment/
Incorporation
Equity held
by our Group
as of the Latest
Practicable Date
Principal Business
Activities
UBTECH (Hebei) Technology Co., Ltd.*
(Ꮄ̀፯(̏)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
September 13,
2021
PRC 100% Production and sales of
AI and smart service
robotic products and
provision of smart
service robotic products
and services
Note: Considering other shareholders of Wuxi Uqi agreed to act consistently with our Company in respect of matters of
Wuxi Uqi’s shareholders meeting, our Company held approximately 65.0% voting rights of Wuxi Uqi as of the Latest
Practicable Date. According to the articles of Wuxi Uqi, approval of Wuxi Uqi’s shareholders resolutions in general
requires more than 50% of shareholders’ votes. Thus, our Group has control over Wuxi Uqi. For further details, see
“Our Major Subsidiaries – Wuxi Uqi”.
For details of all of our subsidiaries as of the Latest Practicable Date, see “Appendix VII – Statutory
and General Information – A. Further Information about our Company and our Subsidiaries”.
Save for Wuxi Uqi, our major subsidiaries set out above have been our wholly-owned subsidiaries
since their establishments.
Wuxi Uqi
Pursuant to a cooperation agreement dated July 30, 2020 entered into by our Company, Miracle
Automation Engineering Co., Ltd.* (ʮ̡)( “ MAE”), a company listed on
the Shenzhen Stock Exchange (stock code: 002009.SZ), and Wuxi Tianjie Automated Logistics
Equipment Co., Ltd.* (ʮ̡)( “ Tianjie Logistics ”), a wholly owned
subsidiary of MAE, the Company and MAE agreed to establish an entity with the business scope
of R&D, manufacture and sales of industrial and service robots, intelligent industrial and intelligent
logistics products and services, and Tianjie Logistics agreed to transfer its intellectual property to
such entity for its development. For further details of the relationship between MAE and our Group,
see “Business — Overlapping of Customers and Suppliers — Overlapping relationship with MAE
Group”.
On September 7, 2020, pursuant to the aforesaid cooperation agreement, Wuxi Uqi (formerly known
as Wuxi Uqi Taike Technology Co., Ltd* (ʮ̡)) was established under
the laws of PRC as a limited liability company with a registered capital of RMB10 million by our
Company and MAE, holding respectively 51% and 49% equity interest. Upon its establishment,
Wuxi Uqi has become our non-wholly owned subsidiary.
On March 9, 2021, Wuxi Uqi’s registered capital increased to RMB20 million by contribution from
our Company and MAE on a pro rata basis.
Pursuant to a capital increase and equity transfer agreement dated December 28, 2021, (i) Shenzhen
Quantum Leap Investment Limited Partnership* ( ଉέඎɿᚔቋҳ༟ΥྫΆุ(Υྫ))
(“Shenzhen Quantum Leap ”) agreed to subscribe for the increased registered capital of RMB5
million of Wuxi Uqi at the consideration of RMB5 million; and (ii) MAE agreed to transfer 4.05%,
4.95% and 1% equity interest in Wuxi Uqi to Guangzhou Zhengxuan Qianzhan Ruiyuan V enture
Capital Limited Partnership* (ᓼြჃ௴ุҳ༟ΥྫΆุ(Υྫ)) (formerly known
as Shenzhen Zhengxuan Qianzhan Ruiyuan V enture Capital Limited Partnership* (ᓼ
Υྫ))) (“ Guangzhou Zhengxuan ”), Suzhou Zhengxuan Qianzhan
Zhihe V enture Capital (Limited Partnership)* (ᓼқΥ௴ุҳ༟ΥྫΆุ(Υྫ))
(“Suzhou Zhengxuan ”) and Mr. Wan Qiuyang (ජ) at the considerations of RMB8.1 million,
RMB9.9 million and RMB2 million respectively.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 198 –


--- page 208 ---
Shenzhen Quantum Leap is an employee shareholding platform established for the employees of
Wuxi Uqi. As of the Latest Practicable Date, Mr. Li Bei, the chairman of the board of directors of
Wuxi Uqi, was the sole general partner of Shenzhen Quantum Leap. To the best of our Directors’
knowledge, the consideration for the subscription by Shenzhen Quantum Leap was determined after
arm’s length negotiations between Shenzhen Quantum Leap and the then shareholders of Wuxi Uqi
taking into account Shenzhen Quantum Leap is an employee shareholding platform established for
the employees of Wuxi Uqi and with reference to the face value of the subscribed registered capital.
Mr. Wan Qiuyang is the brother-in-law of Mr. Xia Zuoquan, our Non-executive Director and one
of our Controlling Shareholders. As of the Latest Practicable Date, (i) Suzhou Zhengxuan was
owned by Mr. Xia Zuoquan, Mr. Zhou Jian, Mr. Wan Qiuyang and other limited partners who were
Independent Third Parties as to approximately 18.37%, 4.55%, 0.95% and 76.13% respectively; and
(ii) Guangzhou Zhengxuan was owned by Ms. Xia Y ouyou, Mr. Xia Zuoquan’s daughter, Mr. Xia
Zuoquan, Mr. Wan Qiuyang and other limited partners who were Independent Third Parties as to
approximately 13.33%, 6.67%, 1.33% and 78.67% respectively. The general partners of Suzhou
Zhengxuan and Guangzhou Zhengxuan are Shenzhen Zhengxuan Qianzhan Zhihe Investment
Company Limited* (ʮ̡) and Shenzhen Zhengxuan Lihang V enture
Capital Limited Partnership* ( ଉέ̹͍৐ᎸБ௴ุҳ༟ΥྫΆุ(Υྫ)) respectively, which
are both ultimately controlled by Mr. Xia Zuoquan. To the best of our Directors’ knowledge, the
considerations for the transfers of equity interest in Wuxi Uqi from MAE to Guangzhou Zhengxuan,
Suzhou Zhengxuan and Mr. Wan Qiuyang were determined after arm’s length negotiations between
the parties taking into account the business prospect of Wuxi Uqi.
Upon completion of the aforesaid equity transfers and capital increase (“ Dec-2021 Shareholding
Changes ”) on December 31, 2021, Wuxi Uqi’s registered capital increased to RMB25 million and
was owned by our Company, MAE, Shenzhen Quantum Leap, Suzhou Zhengxuan, Guangzhou
Zhengxuan and Mr. Wan Qiuyang as to approximately 40.8%, 29.2%, 20%, 4.95%, 4.05% and 1%
respectively. Pursuant to the Wuxi Uqi Shareholders Undertakings, our Company held 70.8% voting
rights in Wuxi Uqi immediately after the Dec-2021 Shareholding Changes. For further details, see
“Our Major Subsidiaries – Wuxi Uqi – Wuxi Uqi Shareholders Undertakings”.
Pursuant to a capital increase agreement dated February 2022, Suzhou Zhengxuan, Guangzhou
Zhengxuan and Ningbo Y uanhao Tianchun Enterprise Management Limited Partnership* (ӑ㒊
˂૮Άุ၍ଣΥྫΆุ(Υྫ)) (“ Ningbo Yuanhao ”) agreed to subscribe for the increased
registered capital of RMB2 million of Wuxi Uqi in aggregate. The respective subscription amount
and consideration paid by the subscribers were as follows:
Subscribers
Registered capital
subscribed for Consideration
(RMB) (RMB)
Suzhou Zhengxuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100756,250 12.1 million
Guangzhou Zhengxuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100618,750 9.9 million
Ningbo Y uanhao /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100625,000 10 million
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,000,000 32 million
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 199 –


--- page 209 ---
To the best of our Directors’ knowledge, Ningbo Y uanhao was an Independent Third Party and the
considerations of the subscriptions were determined after arm’s length negotiations between the
parties taking into account the business prospect of Wuxi Uqi. Upon completion of the aforesaid
capital increases (“ May-2022 Capital Increases ”) on May 27, 2022, Wuxi Uqi’s registered capital
increased to RMB27 million. The shareholding structure of Wuxi Uqi immediately after the
subscriptions is set out below:
Shareholder
Approximate
shareholding
percentage
(%)
Our Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037.78
MAE /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027.04
Shenzhen Quantum Leap /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018.52
Suzhou Zhengxuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007.38
Guangzhou Zhengxuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.04
Ningbo Y uanhao /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.31
Mr. Wan Qiuyang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.93
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100
Pursuant to the Wuxi Uqi Shareholder Undertakings, our Company held approximately 70.6%
voting rights in Wuxi Uqi immediately after the May-2022 Capital Increases.
In December 2022, our Company subscribed for RMB671,600 of the increased registered capital of
Wuxi Uqi at the consideration of RMB20 million, which was determined after arm’s negotiations
between our Company and other shareholders of Wuxi Uqi taking into account the valuation and
business prospect of Wuxi Uqi. Upon completion of the subscription on December 30, 2022 (the
“Dec-2022 Capital Increase I ”), Wuxi Uqi’s registered capital increased to RMB27.67 million. The
shareholding structure of Wuxi Uqi immediately after the subscriptions is set out below:
Shareholder
Approximate
shareholding
percentage
(%)
Our Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039.28
MAE /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026.38
Shenzhen Quantum Leap /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018.07
Suzhou Zhengxuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007.21
Guangzhou Zhengxuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005.90
Ningbo Y uanhao /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.26
Mr. Wan Qiuyang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.9
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100
Pursuant to the Wuxi Uqi Shareholders Undertakings, our Company held approximately 70.5%
voting rights in Wuxi Uqi immediately after the Dec-2022 Capital Increase I.
In December 2022, Wuxi Uqi, Jiangsu Tianqi Borui Zhineng Equipment Development Company
Limited* (ʮ̡)( “ Jiangsu Tianqi ”) and Mr. Cai Xuyu ( ᇹϛρ),
among others, entered into an agreement, pursuant to which Wuxi Uqi acquired 85% equity interest
and 15% equity interest in Jiangsu Tianhui Science and Technology Development Co., Ltd.* ( Ϫᘽ
ʮ̡)( “ Jiangsu Tianhui ”) from Jiangsu Tianqi and Mr. Cai Xuyu (the “ Jiangsu
Tianhui Acquisition ”) for the considerations of approximately RMB59.43 million and RMB10.49
million respectively, which were settled with the subscriptions by Jiangsu Tianqi and Mr. Cai Xuyu
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 200 –


--- page 210 ---
for RMB1,995,700 and RMB352,200 of the increased registered capital of Wuxi Uqi, representing
6.65% and 1.17% equity interest in Wuxi Uqi immediately after the subscriptions respectively. The
considerations for the Jiangsu Tianhui Acquisition and the subscriptions by Jiangsu Tianqi and Mr.
Cai Xuyu were determined after arm’s length negotiations between the parties taking into account
the valuation and business prospect of Jiangsu Tianhui and Wuxi Uqi respectively.
For further details of the Jiangsu Tianhui Acquisition, see “Material Acquisitions During the Track
Record Period – Acquisition of the Entire Equity Interest in Jiangsu Tianhui” in this section. Upon
completion of the subscriptions in December 2022 (“ Dec-2022 Capital Increase II ”), Wuxi Uqi’s
registered capital increased to approximately RMB30.02 million. The shareholding structure of
Wuxi Uqi immediately after the subscriptions and as of the Latest Practicable Date is set out below:
Shareholder
Approximate
shareholding
percentage
(%)
Our Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110036.22
MAE /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024.32
Shenzhen Quantum Leap /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016.66
Jiangsu Tianqi /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.65
Suzhou Zhengxuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.64
Guangzhou Zhengxuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005.43
Ningbo Y uanhao /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.08
Mr. Cai Xuyu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.17
Mr. Wan Qiuyang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.83
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100
Pursuant to the Wuxi Uqi Shareholders Undertakings, our Company held approximately 65.0%
voting rights in Wuxi Uqi immediately after the Dec-2022 Capital Increase II.
Wuxi Uqi Shareholders Undertakings
Pursuant to the shareholders agreement dated February 2022 (the “ Feb-2022 Shareholders
Agreement ”), (i) each of Mr. Wan Qiuyang and Shenzhen Quantum Leap agreed that for the period
they were holding equity interest in Wuxi Uqi; and (ii) each of Guangzhou Zhengxuan and Suzhou
Zhengxuan agreed that for the period of six years since the date they started holding equity interest
in Wuxi Uqi, being December 31, 2021, they would act consistently with our Company in respect
of matters of the shareholders meeting. In December 2022, the shareholders of Wuxi Uqi entered
into a shareholders agreement which replaced the Feb-2022 Shareholders Agreement, pursuant to
which Shenzhen Quantum Leap, Guangzhou Zhengxuan and Suzhou Zhengxuan continued to agree
to act consistently with our Company under the same terms as the Feb-2022 Shareholders
Agreement. Mr. Wan Qiuyang, Shenzhen Quantum Leap, Guangzhou Zhengxuan and Suzhou
Zhengxuan had agreed to make the aforementioned undertakings (the “ Wuxi Uqi Shareholders
Undertakings ”) under the respective shareholders agreements because Mr. Wan Qiuyang,
Guangzhou Zhengxuan and Suzhou Zhengxuan were optimistic about the business prospect of Wuxi
Uqi and confident in our Company’s capability in leading Wuxi Uqi’s business development, and
Shenzhen Quantum Leap is an employee shareholding platform established for the employees of
Wuxi Uqi.
As a result of the Wuxi Uqi Shareholders Undertakings, we have continued to hold more than 50%
voting rights in Wuxi Uqi despite that our shareholding in Wuxi Uqi has decreased to below 50%
since the Dec-2021 Shareholding Changes. According to the articles of Wuxi Uqi, approval of Wuxi
Uqi’s shareholders resolutions in general requires more than 50% of shareholders’ votes. As such,
we have continued to obtain control of Wuxi Uqi and it has continued to be regarded as our
subsidiary since its establishment up to the Latest Practicable Date.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 201 –


--- page 211 ---
MATERIAL ACQUISITIONS DURING THE TRACK RECORD PERIOD
Acquisition of Additional 47.80% Equity Interest in Shanghai UBJ
In July 2022, our Company entered into equity interest transfer agreements with eight shareholders
of Shanghai UBJ respectively to acquire an aggregate of approximately 47.80% equity interest in
Shanghai UBJ at an aggregate consideration of approximately RMB209.76 million, of which (i)
RMB117.76 million was settled by cash; and (ii) approximately RMB92.00 million was settled by
the issue of 1,166,319 new Shares in aggregate to Hangzhou Y uanxing, Y achang Jiake and GQC
Jialu (as to 507,082 Shares, 405,686 Shares and 253,551 Shares respectively). The cash
considerations were fully settled as of July 14, 2022 and the Shares were issued on July 21, 2022.
The considerations for the UBJ Acquisition were determined by the parties after arm’s length
negotiations taking into considerations, among other things, the valuation and business prospect of
Shanghai UBJ and the initial cost of investments of the transferors.
Save for being the shareholders of Shanghai UBJ, all the transferors were Independent Third
Parties. To the best of our Directors’ knowledge, as of the Latest Practicable Date, Y achang Jiake
and GQC Jialu were ultimately controlled by Mr. Xiao Jian ( ӽ਄), an Independent Third Party.
As confirmed by our PRC Legal Adviser, transfers of the equity interest in Shanghai UBJ to our
Company were completed on July 29, 2022. Immediately prior to the UBJ Acquisition, Shanghai
UBJ was owned by our Company and its other shareholders as to 39.73% and 60.27%, respectively.
Immediately after the UBJ Acquisition and as of the Latest Practicable Date, Shanghai UBJ was
owned by our Company and the other shareholders as to approximately 87.53% and 12.47%
respectively. As such, Shanghai UBJ has become our non-wholly owned subsidiary immediately
upon completion of the UBJ Acquisition and its financial results have been consolidated into our
Group’s consolidated financial statements.
Shanghai UBJ is principally engaged in provision of technology and software services, development
and consulting and sales of education equipment in the PRC. Our Directors believe the UBJ
Acquisition could consolidate our control in Shanghai UBJ and further strengthen our pipelines and
enhance our product development for education smart robotic products and services, and consider
that the terms of the UBJ Acquisition were fair and reasonable and in the interests of our Company
and our Shareholders as a whole.
Acquisition of the entire equity interest in Jiangsu Tianhui
In December 2022, Wuxi Uqi acquired 85% equity interest and 15% equity interest in Jiangsu
Tianhui from Jiangsu Tianqi and Mr. Cai Xuyu at the considerations of approximately RMB59.43
million and RMB10.49 million respectively, which were settled with the subscriptions by Jiangsu
Tianqi and Mr. Cai Xuyu for RMB1,995,700 and RMB352,200 of the increased registered capital
of Wuxi Uqi, representing 6.65% and 1.17% equity interest in Wuxi Uqi immediately after the
subscriptions respectively. Jiangsu Tianqi is a wholly-owned subsidiary of MAE and Mr. Cai Xuyu
is an Independent Third Party.
The considerations for the Jiangsu Tianhui Acquisition were determined by the parties after arm’s
length negotiations with reference to, among other things, the business prospect and valuation of
Jiangsu Tianhui. As confirmed by our PRC Legal Adviser, the above transfers of equity interest in
Jiangsu Tianhui and subscription of increased registered capital of Wuxi Uqi were completed in
December 2022. Immediately after the Jiangsu Tianhui Acquisition and as of the Latest Practicable
Date, Jiangsu Tianhui was wholly owned by Wuxi Uqi. As such, Jiangsu Tianhui has become our
non-wholly owned subsidiary immediately upon completion of the Jiangsu Tianhui Acquisition and
its financial results have been consolidated into our Group’s consolidated financial statements.
Jiangsu Tianhui is principally engaged in intelligent information system design, development,
operation and maintenance. Our Directors believe the Jiangsu Tianhui Acquisition could further
expand and strengthen the competitiveness of our logistics smart robotic products and services
business, and consider that the terms of the Jiangsu Tianhui Acquisition were fair and reasonable
and in the interests of our Company and our Shareholders as a whole.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 202 –


--- page 212 ---
CONFIRMATION BY OUR PRC LEGAL ADVISER
As advised by our PRC Legal Adviser, as of the Latest Practicable Date, (i) all the changes in the
registered capital and shareholding of our Group, and any equity transfers in respect of our Group
have been duly completed pursuant to the applicable PRC laws, regulations and rules and are legally
valid under the applicable PRC laws, regulations and rules in all material respects; (ii) the Pre-IPO
Investments were conducted in compliance with all applicable PRC laws and regulations; and (iii)
the UBJ Acquisition and Jiangsu Tianhui Acquisition were duly and legally completed and settled
and all necessary approvals were obtained pursuant to the applicable PRC laws, regulations and
rules.
GUIDANCE RECEIVED FOR PREVIOUS POTENTIAL INITIAL PUBLIC OFFERING IN
A-SHARE MARKET
To explore the opportunity of establishing a capital market platform in the A-share market, in April
2019, we entered into a guidance agreement (the “ 1st Guidance Agreement ”) to receive guidance
from a qualified sponsor for a potential A-share listing. Another qualified sponsor joined into our
guidance for a potential A-share listing as a co-sponsor in November 2020 (the “ 2nd Guidance
Agreement ”). In January 2021, we terminated both the 1st Guidance Agreement and the 2nd
Guidance Agreement and entered into a guidance agreement for the potential A-share listing with
one of the co-sponsors (the “ 3rd Guidance Agreement ”).
Along with the development of our business, we decided to explore opportunities in overseas
markets. During this process, we realized that by increasing the international popularity of our
brands and increasing our transparency can allow potential partners to better understand our
business and development, further improve the governance structure of the Company, enable our
Company to get familiar with and understand the operating rules of international companies, and
make overseas partners more comfortable to cooperate with us. Pursuing a listing on the Stock
Exchange is a part of our overseas development plan and an important step to participate in the
global market competition and become an international enterprise. As such, we decided to proceed
with a listing application on the Stock Exchange.
In January 2023, we terminated the 3rd Guidance Agreement. Prior to termination of the 3rd
Guidance Agreement, our Company had not submitted any A-share listing application to the CSRC
and had not received any comments or inquiries by the CSRC (including its local offices) regarding
any potential A-share listing application, and we were not aware of any material adverse finding
about our Company by the sponsors providing the guidance for the potential A-share listing.
To the best of our Directors’ knowledge and belief, our Directors are not aware of any material
issues identified during the period of the three guidance agreements stated above that might
potentially affect the suitability of the Company to be listed on the Stock Exchange.
Our Directors confirm that:
 no formal listing application was filed in relation to the potential A-share listing with the
Stock Exchange or any regulatory authority in the PRC;
 the abortion of the potential A-share listing was based purely on commercial considerations
of the Company; and
 they are not aware of any matter in connection with the potential A-share listing that may
affect the suitability of our Company to be listed on the Stock Exchange (or on the markets
the Company previously attempted to list on) or any other matter that should be brought to the
attention of the regulators and investors in Hong Kong in respect of the previous A-share
listing attempts.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 203 –


--- page 213 ---
In addition, the Sole Sponsor has performed independent due diligence in relation to our Company’s
previous A-share listing attempts. Based on the independent due diligence performed, the Sole
Sponsor confirms that they are not aware of any material issues relating to our Company’s A-share
listing attempts that might potentially affect the suitability of the Company to be listed on the Stock
Exchange. In addition, based on the Sole Sponsor’s independent due diligence, nothing has come
to the Sole Sponsor’s attention that would otherwise cause them to disagree with our Directors’
views mentioned above in relation to the previous A-share listing attempts.
CAPITALIZATION OF OUR COMPANY
Following the completion of the Global Offering and Conversion of Domestic Shares into H Shares,
assuming the Over-Allotment Option is not exercised, our Domestic Shares and H Shares that will
be held by each of our existing Shareholders are set forth as below:
As at the Latest Practicable Date
Immediately following the completion of the Global Offering and
Conversion of Domestic Shares into H Shares (assuming the Over-
allotment Option is not exercised)
Name of Shareholders
Number of
Domestic
Shares
Percentage of
number of
Domestic
Shares in the
issued share
capital of our
Company
Number of
Domestic
Shares
Percentage of
number of
Domestic
Shares in the
total issued
share capital
of our
Company
Number of H
Shares
Percentage of
number of H
Shares in the
total issued
share capital
of our
Company
Existing Shareholders
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100103,586,040 25.48% 103,586,040 24.79% – –
Shenzhen Evolution /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039,599,280 9.74% 39,599,280 9.48% – –
QM25 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,681,160 5.82% 11,840,580 2.83% 11,840,580 2.83%
Mr. Xia Zuoquan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,888,800 5.63% 22,888,800 5.48% – –
Image Frame /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,128,840 5.44% – – 22,128,840 5.30%
Shenzhen Sanciyuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,538,600 3.58% 14,538,600 3.48% – –
Hangzhou Y ouzhi /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,198,883 3.49% 14,198,883 3.40% – –
Liuzhou Industrial Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,677,485 3.12% 12,677,485 3.03% – –
Mr. Xia Y ongjun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,039,400 2.72% 11,039,400 2.64% – –
Mr. Xiong Y oujun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,290,743 2.04% 8,290,743 1.98% – –
Ms. Wang Lin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,201,880 2.02% 8,201,880 1.96% – –
CDH /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,040,160 1.73% 2,040,160 0.49% 5,000,000 1.20%
ICBC (Shenzhen) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,861,960 1.69% – – 6,861,960 1.64%
Ms. Zhou Jing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,660,000 1.64% 660,000 0.16% 6,000,000 1.44%
Jiujiang Y ouxuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,338,742 1.56% 6,338,742 1.52% – –
Beijing Juran Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,802,120 1.43% 5,802,120 1.39% – –
Haikun Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,689,081 1.40% 5,689,081 1.36% – –
Shenzhen Zhineng Jiaxuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,379,840 1.32% – – 5,379,840 1.29%
Huizhi Tongtai /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,139,000 1.26% – – 5,139,000 1.23%
Fuzhong Kangding /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,667,400 1.15% 4,667,400 1.12% – –
Ningjing Y ouxuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,889,375 0.96% – – 3,889,375 0.93%
Chongqing Chengwei /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,847,320 0.95% – – 3,847,320 0.92%
Tencent SZ /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,532,320 0.87% – – 3,532,320 0.85%
Shenzhen Zhineng Y ouxuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,220,200 0.79% – – 3,220,200 0.77%
Hangzhou Hushan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,169,371 0.78% 3,169,371 0.76% – –
Chengdu Hongzhijia /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,708,640 0.67% 2,708,640 0.65% – –
Liuzhou Government Investment Fund /H1100/H11002,535,497 0.62% 2,535,497 0.61% – –
Huzhou Tianlangxing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,516,760 0.62% – – 2,516,760 0.60%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 204 –


--- page 214 ---
As at the Latest Practicable Date
Immediately following the completion of the Global Offering and
Conversion of Domestic Shares into H Shares (assuming the Over-
allotment Option is not exercised)
Name of Shareholders
Number of
Domestic
Shares
Percentage of
number of
Domestic
Shares in the
issued share
capital of our
Company
Number of
Domestic
Shares
Percentage of
number of
Domestic
Shares in the
total issued
share capital
of our
Company
Number of H
Shares
Percentage of
number of H
Shares in the
total issued
share capital
of our
Company
Mr. Zhao Guoqun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,469,657 0.61% – – 2,469,657 0.59%
Zhuhai Hengqin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,447,640 0.60% – – 2,447,640 0.59%
Ningbo Jiuyou /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,423,880 0.60% 915,525 0.22% 1,508,355 0.36%
Chia Tai /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,132,640 0.52% – – 2,132,640 0.51%
Puyang Jinkong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,045,259 0.50% 2,045,259 0.49% – –
Beijing Langma /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,748,160 0.43% – – 1,748,160 0.42%
Yiwu Hongyuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,748,160 0.43% 1,748,160 0.42% – –
YBX /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,748,160 0.43% 1,748,160 0.42% – –
Shanghai Y aosen /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,748,160 0.43% 1,748,160 0.42% – –
Chengdu Zhongrui /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,699,920 0.42% – – 1,699,920 0.41%
Beijing Tianlang Xingsu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,514,880 0.37% – – 1,514,880 0.36%
Ms. Liu Wenhua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,442,455 0.35% 1,442,455 0.35% – –
Huizhi Tongying /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,284,840 0.32% – – 1,284,840 0.31%
Lifu Tianda /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,281,600 0.32% – – 1,281,600 0.31%
Beijing SINOIF /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,271,879 0.31% 1,021,879 0.24% 250,000 0.06%
Anqing Tongan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,267,748 0.31% – – 1,267,748 0.30%
Xiamen Jinyuan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,267,748 0.31% 1,267,748 0.30% – –
Xiamen Siming /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,267,748 0.31% 1,267,748 0.30% – –
Qingdao Jinshi /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,222,920 0.30% – – 1,222,920 0.29%
Leaguer Huarui /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,119,240 0.28% – – 1,119,240 0.27%
Zhuhai Kechuang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,077,840 0.27% – – 1,077,840 0.26%
Zhuhai Huaying /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,077,840 0.27% – – 1,077,840 0.26%
Puyang Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100890,588 0.22% 890,588 0.21% – –
iFlytek Stock /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100889,560 0.22% 889,560 0.21% – –
Shenzhen Songhe /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100874,080 0.22% – – 874,080 0.21%
Zhonghui Jinjiu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100874,080 0.22% – – 874,080 0.21%
Jinan Changqing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100704,225 0.17% 704,225 0.17% – –
Lide Equity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100652,320 0.16% – – 652,320 0.16%
Ningbo Haohong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100651,960 0.16% – – 651,960 0.16%
Y angzhou Longtou /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100633,874 0.16% 633,874 0.15% – –
Shenzhen Quanmintong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100604,440 0.15% 604,440 0.14% – –
Taian Taiying /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100561,600 0.14% – – 561,600 0.13%
Hangzhou Y uanxing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100507,082 0.12% – – 507,082 0.12%
Shanghai Y oujue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100480,088 0.12% 480,088 0.11% – –
Y achang Jiake /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100405,686 0.10% 405,686 0.10% – –
Hangzhou Huaxia /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100389,914 0.10% 194,957 0.05% 194,957 0.05%
Zhongtai VC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100380,324 0.09% 380,324 0.09% – –
Zibo Zhouhan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100305,890 0.08% – – 305,890 0.07%
GQC Jialu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100253,551 0.06% 253,551 0.06% – –
Pingyang Bangtuo /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100222,828 0.05% 222,828 0.05% – –
Qingdao Anyu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100219,460 0.05% – – 219,460 0.05%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 205 –


--- page 215 ---
As at the Latest Practicable Date
Immediately following the completion of the Global Offering and
Conversion of Domestic Shares into H Shares (assuming the Over-
allotment Option is not exercised)
Name of Shareholders
Number of
Domestic
Shares
Percentage of
number of
Domestic
Shares in the
issued share
capital of our
Company
Number of
Domestic
Shares
Percentage of
number of
Domestic
Shares in the
total issued
share capital
of our
Company
Number of H
Shares
Percentage of
number of H
Shares in the
total issued
share capital
of our
Company
Zibo Linrui /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100217,394 0.05% 217,394 0.05% – –
Hanying Y ouxiang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100197,398 0.05% 197,398 0.05% – –
Telstra Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100174,960 0.04% – – 174,960 0.04%
Ms. Peng Y ahua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100131,312 0.03% 131,312 0.03% – –
Foshan Hongtao /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100125,485 0.03% – – 125,485 0.03%
Pingyang Y uandao /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,304 0.02% 83,304 0.02% – –
Shareholders participating in the
Global Offering /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– 1 1,282,000 2.70%
Total Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100406,568,674 100% 299,967,325 71.79% 117,883,349 28.21%
Upon the completion of the Global Offering (assuming that the Over-Allotment Option is not
exercised) and the Conversion of Domestic Shares into H Shares, the 5,689,857 H Shares held by
Zhao Guoqun and Zhineng Y ouxuan, our Controlling Shareholders, will not be counted towards the
public float.
The 299,967,325 Domestic Shares held by our Shareholders as of the Latest Practicable Date,
representing approximately 71.79% of our total issued Shares upon Listing (assuming the
Over-Allotment Option is not exercised), will not be considered as part of the public float as the
Shares are Domestic Shares which will not be converted into H Shares and listed following the
completion of the Global Offering.
Other than Shenzhen Zhineng Y ouxuan and Mr. Zhao Guoqun, which are our Controlling
Shareholders, no other Shareholder is expected to be our core connected person (as defined under
the Listing Rules), any person whose acquisition of our Shares has been financed directly or
indirectly by a core connected person, nor any person who is accustomed to take instructions from
a core connected person in relation to the acquisition, disposal, voting or other disposition of our
Shares registered in his name or otherwise held by him, hence, save as the H Shares held by
Shenzhen Zhineng Y ouxuan and Mr. Zhao Guoqun, all the H Shares held by our Shareholders upon
Listing will be counted towards public float, which is in compliance with the requirement under
Rule 8.08 of the Listing Rules. Please see “Share Capital” for further details in relation to the public
float.
Immediately upon completion of the Global Offering, assuming the Over-Allotment Option is not
exercised, save as (1) the 106,601,349 H Shares converted from Domestic Shares (representing
approximately 25.51% of issued Shares) which shall not be transferred within one year from the
date of the Listing; and (2) the 5,394,550 H shares (representing approximately 1.3% of issued
Shares) held by the Cornerstone Investor (based on the mid-point of the indicative Offer Price range
of HK$101.0) which shall be subject to 6 months of lock-up period, all other 5,887,450 H Shares
(representing approximately 1.4% of the issued Shares) will not be subject to any lock-up
undertaking or requirements and will be free float Shares of the Company.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 206 –


--- page 216 ---
OUR STRUCTURE IMMEDIATELY PRIOR TO THE GLOBAL OFFERING
The following chart illustrates the shareholding structure and simplified corporate structure of the Group immediately prior to the completion of t he Global
Offering and the Conversion of Domestic Shares into H Shares:
UBTECH (Weihai) Technology
Co., Ltd.
100%
UBTECH ROBOTICS LIMITED
100%
UBTECH North America
Research and Development
Center Corp
100%
UBTECH ROBOTICS CORP
100%
UBhome Technology Company Limited
100%
UBTECH Software Technology
(Shenzhen) Co., Ltd.
100%Shandong UBTECH
Technology Co., Ltd.
100%Hangzhou UBTECH Industrial
Co., Ltd.
100%
UBTEC
H (Hubei) Tec
hnology
Co., Ltd.
100
% Shenzhen Youbixing
Technology Co., Ltd.
100%
Shanghai UBJ
87.53%
Shan
ghai
Youjiajie E
ducatio
n
Technology Co
., L
td.
100%
Ch
ao
zhou UB
TECH
 E
ducati
on
Tec
hnology Co., L
td.
51%
Jiujiang Youbixing
Technology Co., Ltd.
100%
UBTECH (S
henzhen)
Tech
nol
ogy
Co.
, Ltd.
10
0%
100% Shenzhen UBTECH Technology
Industrial Co., Ltd.
UBTECH (Fujian) Technology
Co., Ltd.
100%
UBTE
CH (Hebe
i) Tech
nolo
gy
Co., L
td.
100
% UBTECH (Taiyuan) Intelligent
Robot Co., Ltd.
100%
100%
UBT
ECH T
ec
hnology
(Ku
nming) Co
., L
td.
UBT
ECH
 (Hu
zhou)
In
dustr
ial
 C
o., Ltd.
Shenzhen Youxuan Zhiyi
Elderly Caring Service Co., Ltd.
100%
Shenzhen Youbifu
Technology Co., Ltd.
100%
Shenzhen Youlingjing
Technology Co., Ltd.
51%
Youdi Health Technology
(Shenzhen) Co., Ltd.(6)
41%
Ganzhou UBTECH Intelligent
Technology Co., Ltd.
100%
Shenzhen UBTECH Medical
Robot Co., Ltd.
100%
Ezhou UBTECH Technology
Co., Ltd.
100%
UBTECH (Jiangsu) Intelligent
Robot Co., Ltd.
100%UBTECH (Hangzhou)
Technology Co., Ltd.
100%UBTECH (Yangzhou)
Technology Co., Ltd.
100%
100
%Best Epoch
Technology Co. LTD
100% UBTECH (Suzhou)
Technology Co., Ltd.
100% UBTECH (Shenyang)
Technology Co., Ltd.
100% Sichuan UBTECH
Intelligent Technology
Development Co., Ltd.
100%Chengdu Longquanyi UBTECH
Technology Co., Ltd. 100%
100%
Sichuan UBTECH Holding
Co., Ltd.
100
%
UB
TEC
H (An
qing)
In
tel
lig
en
t R
obot Co
., L
td.
Yang Ling UBTECH
Intelligent Agricultural
Technology Co., Ltd.
100%80% Shenzhen Youshijie
Robot Co., Ltd.
UBTECH (Hangzhou)
Intelligent Robot Co., Ltd.
100%
UBTECH Shanhu (Hangzhou)
Technology Co., Ltd.
100% 100% Jiangsu Tianhui
Technology Development
Co., Ltd.
80%
UB
Ka
ng (Qin
gdao)
Tech
nology Co., L
td.
Guizh
ou U
BTECH
 Tec
hnology
Co., L
td.
100%100% Shaoyang UBTECH
Technology Co., Ltd.
UB
TECH S
han
hu
(Hangzhou) In
dustri
al
Co., L
td.
Ku
nming Uq
i I
ntelli
gent
Tech
nology Co., L
td.
100%
Shenzhen Youzhixue Education
Technology Co., Ltd.
100%UBTECH (Puyang)
Technology Co., Ltd.
100% Liuzhou Youxue
Technology Co., Ltd.
100%
UBTECH Entertainment
(Shenzhen) Co., Ltd.
100
%
100%
FUTRONICS (NA)
CORPORATION
Futronics
(Hong Kong) Limited
100%
UB
J (Xiame
n) Educa
tio
n
Tech
nology Co
., L
td.
100%
Liuzhou UBTECH Technology
Industry Co., Ltd.
100%
Liuzhou UBTECH Intelligent
Technology Co., Ltd.
100%Beijing UBTECH Intelligent
Robot Co., Ltd.
100%
UBTECH (Hejin) Technology
Co., Ltd.
100%
Hebei UBTECH Intelligent
Technology Co., Ltd.
100%
UBTECH Suzhou Technology
Co., Ltd.
100%
UBTECH (Zhengzhou) Intelligent
Agricultural Technology
Co., Ltd.
100%
UBTECH (Hebi) Technology
Co., Ltd.
100%
36.22%
Wuxi Uqi(5)
Our Controlling
Shareholders(3)
The Company(1)
Non-PRC PRC
UBJ (Ha
ngzhou) Tec
hnology
Service Co., Ltd.
100%
Jiujia
ng Youye
Technology Co., Ltd.
100%
100%UBTECH (Xiamen) Intelligent
Technology Co., Ltd.
100%UBTECH (Shantou) Technology
Co., Ltd.
100%UBTECH (Chongqing)
Technology Co., Ltd.
100% 51% UBTECH Enze (Hangzhou)
Technology Co., Ltd.
UBTECH Education (Shenzhen) Co., Ltd.
100%
UBTECH Logistic(Kunming) Co., Ltd.
100%
UBTECH (Huzhou) Technology
Co., Ltd.
100%
Liuzhou U
BTECH Intelligent
Industry Co., Ltd.
100%
Shenzhen Uqi Zhixing Technology Co., Ltd.
100%
Kunming UBTECH
Technology I
nvestment
Co., Ltd.
75%
Youhang (H
angzhou)
Industrial Co., Ltd.
100%
10
0%
Shanghai UBTECH Intelligent
Health Technology
Development Co., Ltd.
10
0%
Shenzhen Youxuan Zhiyi
Elderly Caring Service
Co., Ltd.
UBTECH (Xiamen)
Software Technology
Co., Ltd.
Che
ngdu Youxuan Ruizhi
Equity Investment Fund Management Co., Ltd.
51%
U&ME Innovation Technology
Company Limited
100%
100%
UBot Innovation
Technology Limited
100%
Shenzhen
MacLeod
Fund
Management
Co., Ltd
52.59%
1.32%
Huizhi Tongying
Huizhi Tongtai
1.26%
0.32%
Liuzhou State-
owned Assets
Supervision
and
Administration
Commission
Haikun Investment
1.40%
Tencent
Holdings
Limited
5.82% CDHQM25
Hangzhou Youzhi ICBC (Shenzhen)
Zhou Jing
Jiujiang Youxuan
Beijing Juran Investment
Fuzhong Kangding
Other 50 Domestic
Shareholders(2)
1.15%
14.54%
1.43%
1.56%
1.64%
1.69%
1.73%
3.49%
Image Frame
Tencent SZ
0.87%
5.44%
Shenzhen Zhineng
Jiaxuan
Liuzhou Industrial Fund
Liuzhou Government
Investment Fund
3.12%
0.62%
Guangzhou UBTECH Intelligent
Health Industry Co., Ltd.
100%
Tongren UBTECH Intelligent
Health Development Co., Ltd.
100%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 207 –


--- page 217 ---
Notes:
(1) Our Company has two branches, namely, Beijing branch and Baoan branch.
(2) Each of the other Domestic Shareholders is holding less than 1% of our total issued and outstanding Shares.
(3) Our Controlling Shareholders comprise Mr. Zhou Jian, Shenzhen Sanciyuan, Mr. Xia Zuoquan, Mr. Xia Y ongjun, Ms. Wang Lin, Shenzhen Evolution, Mr. Xiong Y oujun, Shenzhen Zhineng
Y ouxuan and Mr. Zhao Guoqun. The partnership interest in Shenzhen Sanciyuan is owned as to approximately 73.961%, 4.395%, 4.642% and 17.002% by Mr. Zh ou Jian, Mr. Xiong Y oujun,
Ms. Wang Lin and Mr. Deng Peng, respectively. The partnership interest in Shenzhen Zhineng Y ouxuan is owned by Qianhai Honghao, Shenzhen Sunda, Golde n Kapok and Qianhai Guangji
as to 8.431%, 8.270%, 62.474% and 20.825% respectively. For further details of Shenzhen Evolution, which is an incentive shareholding platform, see “Incentive Shareholding Platforms”
in this section.
(4) For further details on the subsidiaries of our Company, please see “Accountant’s Report — note 14”.
(5) Wuxi Uqi is a subsidiary of our Company pursuant to the Wuxi Uqi Shareholders Undertakings.
(6) Y oudi Health Technology (Shenzhen) Co., Ltd.* (“ Y oudi Health ”) is a subsidiary of our Company as another shareholder holding 19% voting rights in Y oudi Health acts in concert with
our Company and therefore our Company holds 60% of the voting rights in Y oudi Health.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 208 –


--- page 218 ---
OUR STRUCTURE IMMEDIATELY FOLLOWING THE GLOBAL OFFERING
The following chart illustrates the shareholding structure and simplified corporate structure of the Group immediately following the completion o f the
Global Offering and the Conversion of Domestic Shares into H Shares (assuming the Over-Allotment Option is not exercised):
The Company(1)
Non-PRC PRC
100%
UBTECH (Shenzhen)Technol
ogy
Co., Lt
d.
100
%
UBTEC
H (Heb
ei)
 Tech
nolo
gy
Co
., L
td.
100%
UB
TEC
H (Hub
ei) Techn
ology
Co., Ltd.
100%
Guizh
ou U
BTECH T
ech
nology
Co., L
td.
UBTECH (Chongqing)
Technology Co., Ltd.
100%
UBTECH (Taiyuan) Intelligent
Robot Co., Ltd.
100%
Shenzhen Youbixing
Technology Co., Ltd.
100%
Shanghai UBJ87.53%
UBTECH (Yangzhou)
Technology Co., Ltd.
100%
UBJ (
Hangzhou) T
ech
nology
Serv
ice
Co., L
td.
100%
UB
J (Xia
men) Educatio
n
Technology Co., L
td.
100%
Shanghai Yo
ujiaj
ie E
duca
tio
n
Tech
nology Co
., L
td.
100%
51%
Ch
ao
zhou UB
TECH E
ducati
on
Technology C
o., L
td.
Jiujian
g Youye
Tec
hnology Co
., L
td.
100%
Jiujiang Youbixing
Technology Co., Ltd.
100%
100% Shaoyang UBTECH
Technology Co., Ltd.
UBTECH E
ducation
(S
hen
zh
en
) C
o., L
td.
Shenzhen UBTECH Medical
Robot Co., Ltd.
100%
Beijing UBTECH Intelligent
Robot Co., Ltd.
100%
100%
100%
100%
100%
Ku
nmin
g UB
TECH
Tech
nology Investment
Co
., L
td.
100%
100%
Yo
uhan
g (Han
gzh
ou)
In
dustria
l C
o., L
td.
100%
Liuzhou UB
TEC
H T
ec
hnology
In
dustry
 C
o., Ltd.
100%
Ch
engdu Youxuan Ru
izh
i
Equity
 In
vestmen
t F
und
Man
ag
emen
t C
o., Ltd.
51%
UBTECH (Hangzhou)
Intelligent Robot Co., Ltd.
100%
Liuzhou UB
TECH In
tel
lig
en
t
Industry
 Co
., L
td.
Liuzhou UBTECH Intelligent
Technology Co., Ltd.
100%
100%
Wuxi Uqi(5)
36.22%
Shen
zhen Uq
i Z
hixing
Tech
nology C
o., L
td.
100%
Ku
nming Uq
i I
ntelli
gen
t
Tech
nology Co
., L
td.
100%
100%
Shareholders participating
in the Global Offering2.7%
100%
100%Best Epoch
Technology Co. LTD
100%
UBot Innovation
Technology Limited
80%
UBK
ang (Qin
gdao)
Tech
nology Co., L
td.
10
0%
Shanghai UBTECH Intelligent
Health Technology
Development Co., Ltd.
10
0%
Shenzhen Youxuan Zhiyi
Elderly Caring Service
Co., Ltd.
UBTECH (Xiamen)
Software Technology
Co., Ltd.
51.17%
1.29%
Haikun Investment
1.36%
Jiujiang Youxuan
Beijing Juran Investment
Other 50 Shareholders(2)
14.15%
Fuzhong Kangding
1.12%
1.39%
1.52%
1.59%
Our Controlling
Shareholders(3)
Shenzhen Zhineng
Jiaxuan
CDH
Hangzhou Youzhi
1.68%
3.40%
Tencent
Holdings
Limited
ICBC (Shenzhen)
Zhou Jing
1.64%
Image Frame
Tencent SZ
0.85%
5.30%
Shenzhen
MacLeod
Fund
Management
Co., Ltd
Huizhi Tongying
Huizhi Tongtai
1.23%
0.31%
Liuzhou State-
owned Assets
Supervision
and
Administration
Commission
Liuzhou Industrial Fund
Liuzhou Government
Investment Fund
3.03%
0.61%5.67%
QM25
Shenzhen Youxuan Zhiyi
Elderly Caring Service Co., Ltd.
100%
Shenzhen Youbifu
Technology Co., Ltd.
100%
Shenzhen Youlingjing
Technology Co., Ltd.
51%
Youdi Health Technology
(Shenzhen) Co., Ltd.(6)
UBTECH ROBOTICS LIMITED
100%
UBTECH North America
Research and Development
Center Corp
100%
UBTECH ROBOTICS CORP
100%
UBhome Technology Company Limited
100%
100% Shenzhen UBTECH Technology
Industrial Co., Ltd.
UBTECH Software Technology
(Shenzhen) Co., Ltd.
100%
Ezh
ou UBTECH T
ec
hnology
Co., L
td.
100%
UBTECH (Xiamen) Intelligent
Technology Co., Ltd.
100%
UBTECH (Fujian) Technology
Co., Ltd.
100%
Shandong UBTECH
Technology Co., Ltd.
100%
UB
TECH (Ji
an
gsu
) I
ntelli
gen
t
Robot C
o., L
td.
100%
UBTECH (Shantou) Technology
Co., Ltd.
100%
UBTECH (Weihai) Technology
Co., Ltd.
100%
Hangzhou UBTECH Industrial
Co., Ltd.
100%
UBTECH (Hangzhou)
Technology Co., Ltd.
100%
UBTECH (Suzhou)
Technology Co., Ltd.
100%UBTECH (Shenyang)
Technology Co., Ltd.
100%
Shenzhen Youzhixue Education
Technology Co., Ltd.
100%
Sichuan UBTECH
Intelligent Technology
Development Co., Ltd.
Chengdu Longquanyi UBTECH
Technology Co., Ltd.
100%
Yang Ling UBTECH
Intelligent Agricultural
Technology Co., Ltd.
100%
100%
100%
UBTECH (Puyang)
Technology Co., Ltd.
100%
51% UBTECH Enze (Hangzhou)
Technology Co., Ltd.
Liuzhou Youxue
Technology Co., Ltd.
100%
80% Shenzhen Youshijie
Robot Co., Ltd.
UBTECH Shanhu (Hangzhou)
Technology Co., Ltd.
100%
Sichuan UBTECH Holding
Co., Ltd.
100%
UBTECH (Huzhou) Technology
Co., Ltd.
UB
TECH T
ech
nology
(Kunmin
g) Co., Ltd
.
UBT
ECH
 L
ogistic
(Kunmin
g) Co., Ltd
.
UBT
ECH (Hu
zh
ou)
In
dustria
l Co
., L
td.
UBT
ECH S
han
hu
(H
angzh
ou) In
dustr
ial
Co
., Ltd.75%
Jiangsu Tianhui
Technology Development
Co., Ltd.
U&ME Innovation Technology
Company Limited
100%
UB
TEC
H (An
qing)
In
tellig
en
t Ro
bot Co., L
td.
UBTECH Entertainment
(Shenzhen) Co., Ltd.
100%
100%
100%
FUTRONICS (NA)
CORPORATION
Futronics
(Hong Kong) Limited
100%
41%
UBTECH (Hejin) Technology
Co., Ltd.
100%
Hebei UBTECH Intelligent
Technology Co., Ltd.
100%
UBTECH Suzhou Technology
Co., Ltd.
100%
UBTECH (Zhengzhou) Intelligent
Agricultural Technology
Co., Ltd.
100%
UBTECH (Hebi) Technology
Co., Ltd.
100%
Guangzhou UBTECH Intelligent
Health Industry Co., Ltd.
100%
Tongren UBTECH Intelligent
Health Development Co., Ltd.
100%
Ganzhou UBTECH Intelligent
Technology Co., Ltd.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 209 –


--- page 219 ---
Notes:
(1) Our Company has two branches, namely, Beijing branch and Baoan branch.
(2) Such Shareholders are other existing Shareholders immediately prior to the Global Offering which will be holding less than 1% of our total issued a nd outstanding Shares immediately
following the Global Offering.
(3) Our Controlling Shareholders comprise Mr. Zhou Jian, Shenzhen Sanciyuan, Mr. Xia Zuoquan, Mr. Xia Y ongjun, Ms. Wang Lin, Shenzhen Evolution, Mr. Xiong Y oujun, Shenzhen Zhineng
Y ouxuan and Mr. Zhao Guoqun. The partnership interest in Shenzhen Sanciyuan is owned as to approximately 73.961%, 4.395%, 4.642% and 17.002% by Mr. Zh ou Jian, Mr. Xiong Y oujun,
Ms. Wang Lin and Mr. Deng Peng, respectively. The partnership interest in Shenzhen Zhineng Y ouxuan is owned by Qianhai Honghao, Shenzhen Sunda, Golde n Kapok and Qianhai Guangji
as to 8.431%, 8.270%, 62.474% and 20.825% respectively. For further details of Shenzhen Evolution, which is an incentive shareholding platform, see “Incentive Shareholding Platforms”
in this section.
(4) For further details on the subsidiaries of our Company, please see “Accountant’s Report — note 14”.
(5) Wuxi Uqi is a subsidiary of our Company pursuant to the Wuxi Uqi Shareholders Undertakings.
(6) Y oudi Health is a subsidiary of our Company as another shareholder holding 19% voting rights in Y oudi Health acts in concert with our Company and the refore our Company holds 60%
of the voting rights in Y oudi Health.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 210 –


--- page 220 ---
BUSINESS OVERVIEW
UBTech is an established robotic company based in the PRC, dedicated to the design, production,
commercialization, sales and marketing and research and development (R&D) of smart service
robotic products and services (Note) . Our offerings, ranging from consumer-level robots and
appliances, enterprise-level smart service robotic products and services tailored for education,
logistics and other sectors, are equipped to different extent with smart features that sense, interact,
analyze and process human instructions and external environment such as mapping, temperature
measurement and facial recognition. According to Frost & Sullivan, we are the No. 3 in the smart
service robotic products and services industry in China (in terms of revenue) in 2022 with a market
share of 2.8%, and China’s No. 1 provider of education smart robotic products and services (in
terms of revenue) in 2022 with a market share of 22.5%.
During the Track Record Period, we generated revenue of RMB740.2 million, RMB817.2 million,
RMB1,008.3 million, RMB283.5 million and RMB261.1 million in FY2020, FY2021, FY2022,
6M2022, and 6M2023, respectively, primarily from the sales of the following smart service robotic
products and services:
(i) Education smart robotic products and services: During the Track Record Period, our
education smart robotic products and services accounted for 82.7%, 56.5%, 51.2% and
29.0% of our total revenue in FY2020, FY2021, FY2022 and 6M2023, respectively. Our
education smart robotic products and services are sold to government educational
bureaus. They are used as teaching tools to assist students in STEAM curricula learning
such as AI and programming learning, rather than just common hardware including
computers and projectors, in the teaching process. For example, students can learn AI
knowledge and apply programming skills learned from our AI education curriculum and
command and control our smart robotic products such as uKit through our AI education
software such as uCode and uPython to give them instructions to perform specific tasks.
Our education smart robotic products and services mainly include (a) smart robotic
products including humanoid Y anshee, Alpha Mini (education) and uKit and Jimu series
(education), which are devices that can interact with students to perform certain
functions on default or enhanced functions such as dancing based on the codes or
commands written or designed by the students or end-users during their learning
process; (b) software such as AI smart education platform for coding and programming
learning; and (c) ancillary services such as providing support for teacher training and
operation and utilization of our products and services;
(ii) Logistics smart robotic products and services: During the Track Record Period, our
logistics smart robotic products and services accounted for 1.7%, 23.3%, 26.1% and
29.4% of our total revenue in FY2020, FY2021, FY2022 and 6M2023, respectively. Our
logistics smart robotic products and services are designed for enterprises with large
factories and warehouses, such as new energy vehicle manufacturers. Our major
products include automated guided vehicles (AGVs) and automated mobile robots
(AMRs) under our Wali ( ͙ɢ) Series which can deliver components, semi-finished
products and finished products to designated places within the production facilities or
warehouses. We also provide software and ancillary services to our customers, including
WMS (Warehouse Management System) and MES (Manufacturing Execution System),
which can also be connected to our customers’ in-house system platforms to achieve
more comprehensive products and services offerings;
Note: A smart service robot refers to a robotic system that is designed to perform various tasks and provide services to
human autonomously, excluding industrial robots. These robots are equipped with technologies such as computer
vision, voice interaction and SLAM (i.e., a technology which allows a robot to build a map of an unknown
environment and localize itself in that map at the same time) and automation, allowing them to perceive and interact
with external environment. Smart service robotic service is a service which integrates smart service robot with the
necessary peripheral hardware and software products and services to perform intended tasks.
BUSINESS
–2 1 1–


--- page 221 ---
(iii) Other sector-tailored smart robotic products and services: During the Track Record
Period, our other sector-tailored smart robotic products and services accounted for 5.2%,
11.0%, 8.2% and 8.5% of our total revenue in FY2020, FY2021, FY2022 and 6M2023,
respectively. This segment comprises of smart robotic products and services covering
various use scenarios including schools (e.g. for greeting and sanitisation purpose),
hospitals, airports, train stations, shopping malls, banks and electrical substations to
provide services such as guiding assistance, reception, sanitation, security patrol, safety
inspection and monitoring of environmental conditions. Our major products offered
mainly include Cruzr series, Walker series, and ADIBOT series; and
(iv) Consumer-level robots and other hardware devices: During the Track Record Period,
our consumer-level robots and other hardware devices accounted for 8.4%, 8.3%, 13.1%
and 32.6% of our total revenue in FY2020, FY2021, FY2022 and 6M2023, respectively.
This segment refers to the sales of robotic products with AI-functions that are consumer
grade and mass market level such as computer vision and voice interaction to consumers
for household use. Our major products offered include AiRROBO vacuum cleaner,
AiRROBO cat litter box and Alpha Mini (non-education) series.
For FY2020, FY2021, FY2022, 6M2022 and 6M2023, we incurred net losses of RMB707.0 million,
RMB917.5 million, RMB987.4 million, RMB515.2 million and RMB547.9 million, respectively.
We are committed to R&D and delivery of smart service robotic products and services and we
self-developed a full stack of (i) robotic, (ii) AI that are consumer grade and mass market level and
(iii) integrated robotic and AI technologies for application in a range of enterprise-level and
consumer-level use scenarios across various sectors.
Meanwhile, leveraging the technical knowledge gained in our R&D process, we are able to and have
expanded our offerings to a diversity of other smart service robotic products, devices and services
to end-users for use scenarios in different sectors in response to market conditions. For example,
in 2017, driven by favorable government policy, we started offering education smart robotic
products and services by providing interactive, programmable and/or codable smart robotic
products in default scenarios, and further developed to offer comprehensive products and services
offerings comprising AI education software (such as uCod e — a graphical block-based visual
programming tool for students aged 7 to 14 years old; and uPytho n — a programming tool for
Python robot beginners) and teaching materials, curriculum design and other ancillary services.
Since 2020, we further offered logistics smart robotic products and services, such as logistics smart
robots capable of accurate goods transportation and automated storage and retrieval system, since
2020 in light of, among other factors, rising demand for new energy vehicles, the transformation of
manufacturing industry in China and increasing labor costs and the fact that we managed to form
a joint venture with a supplier of smart robotics products with a large customer base of automobile
manufacturers, which allowed us to apply our technologies for warehousing logistics and delivery
purposes.
BUSINESS
– 212 –


--- page 222 ---
The chart below showcases our operational achievements to-date:—
62.8 billion
Global market
size of smart service
robotic products
and services
183.2 billion
China market
size of smart service
robotic products
and services
Enterprise-level
customers
>1,800
 Patents
Total revenue
>1,400
China patents
33.0%
Overall
GP margin
Performed at
for 4 years
CCTV
Spring Festival Gala
2016, 2018, 2019, 2021
C
>760,000
Units
Robotic
products sold
>600
  invention
patents
During TRP During TRP
Operational
      highlights
Self-developed
   technologies
Financial
    performance
USD
RMB
During TRP
As of LPD
5
Industries
During TRP
 50+
Sold to
As of LPD
Top 10 companies
by
Analytics Insight
2023
Recognized as
Multiple
use scenarios
Σ 
π 
θ 
n√a 
5
Primary modularized
core technology
blocks
As of LPD
As of LPD
Countries &
regions
2020
Wu Wenjun A.I.
 Science and Technology
Progress Award
by
Awarded
Chinese Association for
Artificial Intelligence
>900
>900
  invention
patents
2.83billion(1)
(RMB)
56.5%
R&D expenses
During TRP
of total revenue
by 2028
by 2028
 in the Vanguard of the Rise
of  Humanoid Robots
Product series
Over 30
2022
(by revenue)
3rd
in the smart service
robotic products and
 services industry in China
with market share of 2.8%
Ranked
2022
(by revenue)
1st
among providers of
education smart
robotic products and
services in China
As of
June 30, 2023
As of
June 30, 2023
Note:
(1) Approximately 73% to 92% of the Group’s total revenue during the Track Record Period were originated from the
PRC.
Market opportunities and growth. According to Frost & Sullivan, although the penetration rate of
smart service robotic products and services in the smart service robotic products and services
industry in the PRC remained low in recent years, the market size of the global and PRC smart
service robotic products and services market is estimated to grow from US$23.5 billion to US$62.8
billion at a CAGR of 17.8% between 2022 and 2028 and from RMB51.6 billion to RMB183.2
billion at a CAGR of 23.5% between 2022 and 2028, respectively.
We believe that our technological capabilities can be applied to various use scenarios while driven
by market conditions and government policy support.
Education smart robotic products and services. Earlier in our business development history, we
focused our R&D efforts and successfully applied and achieved commercialization of our robotic
and AI technologies to the education sector in 2017, the demand of which has been driven by
favorable government policy beginning with the New Generation of Artificial Intelligence
Development Plan (஝ྌ) issued in 2017 which requires primary and
secondary schools to gradually promote AI programming education and encourages the community
to participate in developing and promoting educational and entertaining AI programming teaching
software.
Further policies in support of robotics, AI and programming education have since been published
during the Track Record Period, including but not limited to:
i. The 14th Five Y ear Plan for National Informatization (ྌ) issued in 2021
which proposed to develop education and training related to digital skills by providing
diversified digital skills training programs for the public and promoting and popularize digital
skills education for all);
BUSINESS
– 213 –


--- page 223 ---
ii. Guidance on Accelerating Scene Innovation to Promote High-level Application of Artificial
Intelligence for High-quality Economic Development (̋Ҟఙ౻௴อ˸ɛʈ౽ঐ৷˥̻
ኬจԈ) issued in 2022 which puts forward specific measures to
improve innovation capabilities and strengthening the supply of innovation elements for AI
scenarios in the field of education;
iii. Implementation Plan for “Robotics+” Application Action (“ ዚኜɛ+”ࣩ)
issued in 2023 which seeks to cultivate and introduce high end R&D talents and standardized
talents for robot application, strengthen international exchange of talents, and build leading
talents and innovation teams; and
iv. Opinions on Strengthening Scientific Education in Primary and Secondary Schools in the New
Era (จԈ) issued in 2023 which requires the
improvement of school teaching and services through the opening of more science classes in
accordance with the curriculum program and the revision and improvement of the curriculum
standards and teaching materials, while incorporating teaching materials into the regulatory
system.
Logistics smart robotic products and services. Our expansion into logistics smart robotic products
and services in late 2020 was likewise driven by favorable market trend, which we believe was
attributable to our robotic and AI technologies and reputation from the development of our
humanoid robots. According to Frost & Sullivan, due to the need for manufacturers and logistic
companies to automate their production and/or storage facilities to maximize their operational
efficiency and the shortage of workers in and the rising labor cost of China’s manufacturing
industry, the demand for logistics and mobile smart robotic products and services will grow at a
high speed with an expected market size of RMB58.9 billion by 2028 at a CAGR of 30.4% from
2022 to 2028. Against this backdrop, we expanded into logistics smart robotic products and services
and began to supply logistics smart robots to our customers which are capable of accurate goods
transportation, supplemented by our automated storage and retrieval system which can achieve
automation and intellectualization of the sorting movement and/or storage functions of components,
semi-finished products and finished products.
Other sector-tailored smart robotic products and services. During the Track Record Period, we
developed and launched our wellness and elderly care smart robotic products and services in the
second half of 2022, and quickly responded to the COVID-19 pandemic by rolling out sanitization
and disinfection robots which have been purchased and/or used by SOEs, educational institutions,
hospitals and business enterprises based in China and abroad.
As AI-empowered robotic products and services began to gain prominence in the smart service
robotic products and services industry, we developed our first generation of Walker for general
service purpose in 2018. Our Walkers can perform tasks and functions such as walking, voice
interaction, guiding, greetings, and receptionist services or other repetitive tasks. With the
advancement of technologies in the future, Walker has the potential to perform multi-tasks in
various scenarios in particular in the fields of (i) general commercial (such as receptionist services
in offices or exhibitions); (ii) industrial manufacturing; and in the long term, (iii) household (such
as entertainment and companionship). According to Frost & Sullivan, with technological
advancement in robotics and AI, the use of smart service robots is growing from repetitive task
execution (such as logistics, packaging, assembly and sanitization) to tasks which require more
interactive functions (such as education, logistics and wellness and elderly care). We believe that
the transformation of robots from automation to autonomous intelligence offers us significant
opportunities to expand into these more sophisticated segments based on our full-stack capabilities.
BUSINESS
– 214 –


--- page 224 ---
Our smart service robotic products and services
We have commercialized and rolled out a wide range of smart service robotic products and services
in a range of enterprise-level and consumer-level use scenarios across various sectors in response
to market trend throughout the years. The table below sets forth the key milestone of our products
and services:
Y ear Key milestone
2016 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We launched our consumer-level robots and other hardware devices.
2017 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We launched our (i) education smart robotic and (ii) general service
smart robotic products and services.
Late 2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We launched our logistics smart robotic products and services.
Second half of 2022 /H1100/H1100/H1100/H1100We launched our wellness and elderly care smart robotic products
and services.
Our smart service robotic products and services form a broad range of offerings and offer to
enterprise-level and consumer-level customers.
For our enterprise-level smart service robotic products and services, we focus on offering
technology-driven and industry-tailored offerings that perform complex tasks for our end-users. For
our consumer-level robots and other hardware devices, we focus on consumer trends, customer
preference and value-for-money.
We segment our products and services by their targeted use scenarios. The chart below highlights
some of our core robotic products and services that we offered during the Track Record Period:—
Other hardware devices
Vacuum cleaner
㏔➁㪰⚹Ἃ
Cat litter-box
峤䡓㪰
Education
     smart robotic products and
     services
Yanshee
uKIT & JIMU
ₔ⹼
㑾⽋㪰⚹Ἃ␛㖪儃䪞㝹
Yan
Alpha Mini
ヰ䫋
E


Mini
Life-sized
Small-sized
Kit-based
education
series
Consumer
          service robots
          series
䪞㝹䵌≨
JIMU
AMR series
刻Ẍ䩌⌦㪰⚹Ἃ䵌≨
Elderly Companions
⼈楛梯㪰⚹Ἃ
Smart robotic products, software
and services tailored for the
logistics, wellness, elderly care,
security, anti-pandemic, commercial
services and other industries
Robotic home appliances
primarily designed for use in
household settings and smart
living initiatives
Small-sized robots primarily
designed for family education,
domestic entertainment and
child development
Functional
Functional
Modular
Enterprise-level
Consumer-level
Σ 
π 
θ 
n√a 
Cruzr
↜毀㿵
Functional
Walker
Functional
Smart robotic hardware, software and RaaS
services tailored for the education sector,
together with AI curriculum textbooks,
robotic teaching kits, multimedia
equipment, programming software, and
other related hardware suitable for STEAM
education in primary and secondary
schools and tertiary institutions
Other sector-tailored
          smart robotic
          products and services
BUSINESS
– 215 –


--- page 225 ---
During the Track Record Period, we served a broad customer base primarily in China and also over
50 other countries in the world, which covered over 900 enterprise-level group customers, including
government educational bureaus and various business enterprises. We market and sell smart service
robotic products and services primarily through our own direct sales force dedicated to optimizing
the user experience of our customers and end-users of our smart service robotic products and
services. Our direct sales force has attracted and retained large, national government educational
bureaus and business enterprises in China and marketing our smart service robotic products and
services overseas during the Track Record Period. Leveraging our strong reputation, we also
cooperate with an extensive network of online and offline sales channels to penetrate into the
consumer-level market and overseas customers.
Earlier in our business development history, we focused our R&D efforts and successfully applied
and achieved commercialization of our robotic and AI technologies to the education sector in 2017,
the demand of which has been driven by favorable government policies. As AI-empowered smart
service robots become more prevalent in other sectors, we began to deploy our modularized
technologies and successfully commercialized our product and service offerings for usage of
scenarios across different industries. For instance, our general service smart robotic products and
services, which cover a wide array of smart service robotic products and services such as inspection
smart robots, can be deployed in transportation hubs, commercial and outdoor environment to
perform various functions, including guiding assistance, security patrol and inspection, shelf
inventory counting and malfunction detection. During the Track Record Period, we developed and
launched our logistics smart robotic products and services in late FY2020 and wellness and elderly
care purposes in the second half of 2022, and quickly responded to the COVID-19 pandemic by
rolling out sanitization and disinfection smart robots which have been purchased and/or used by
SOEs, government educational bureaus in China, hospitals and business enterprises based in China
and abroad. Aside from enterprise-level smart service robotic products and services, which
accounted for a majority of our revenue during the Track Record Period, we have also set foot in
the consumer-level robots and other hardware devices segment in response to the growing
popularity of smart service self-learning and smart home initiatives.
BUSINESS
– 216 –


--- page 226 ---
The chart below shows our revenue and sales volume during the Track Record Period by robotic products and services:—
FY2020 FY2021 FY2022 6M2022 6M2023
Revenue
Sales
volume (1) Revenue
Sales
volume (1) Revenue
Sales
volume (1)
Revenue
(unaudited)
Sales
volume (1) Revenue
Sales
volume (1)
(RMB’000) % (Unit’000) RMB’000 % (Unit’000) RMB’000 % (Unit’000) RMB’000 % (Unit’000) RMB’000 % (Unit’000)
Enterprise-level smart service robotic
products and services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100663,537 89.6 N/A 742,874 90.9 N/A 862,543 85.5 N/A 228,392 80.6 N/A 174,715 66.9 N/A
Education smart robotic products and
services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100612,249 82.7 N/A 461,843 56.5 N/A 516,688 51.2 N/A 177,984 62.8 N/A 75,668 29.0 N/A
 Education hardware products and
services, and software /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100403,702 54.5 128 254,654 31.2 68 279,874 27.8 60 100,601 35.5 22 16,504 6.3 13
 Others (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100103,583 14.0 N/A 95,752 11.7 N/A 139,320 13.8 N/A 26,308 9.3 N/A 22,895 8.8 N/A
 Ancillary services (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100104,964 14.2 N/A 111,437 13.6 N/A 97,494 9.7 N/A 51,076 18.0 N/A 36,269 13.9 N/A
Logistics smart robotic products and
services
(4)
/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,690 1.7 N/A 190,786 23.3 N/A 263,437 26.1 N/A 41,129 14.5 N/A 76,801 29.4 N/A
Other sector-tailored smart robotic
products and services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110038,598 5.2 N/A 90,245 11.0 N/A 82,418 8.2 N/A 9,279 3.3 N/A 22,246 8.5 N/A
 General service smart robotic
products and services (5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110036,297 4.9 0.4 77,440 9.5 0.6 30,569 3.0 1 9,021 3.2 0.1 15,003 5.7 0.2
 Walker series and others (6) /H1100/H1100/H1100/H1100/H1100/H11002,301 0.3 N/A 12,805 1.6 N/A 51,849 5.1 N/A 258 0.1 N/A 7,243 2.8 N/A
Consumer-level robots and other
hardware devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110062,016 8.4 N/A 67,795 8.3 N/A 132,448 13.1 N/A 46,765 16.5 N/A 85,028 32.6 N/A
 Consumer-level robots and other
hardware devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110059,372 8.0 63 65,575 8.0 99 131,900 13.1 206 45,847 16.2 72 83,185 31.9 126
 Others (7) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,644 0.4 N/A 2,220 0.3 N/A 548 0.1 N/A 918 0.3 N/A 1,843 0.7 N/A
Others (8) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,673 2.0 N/A 6,561 0.8 N/A 13,281 1.3 N/A 8,366 3.0 N/A 1,396 0.5 N/A
TOTAL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100740,226 100.0 191 817,230 100.0 167 1,008,272 100.0 267 283,523 100.0 94 261,139 100.0 139
BUSINESS
– 217 –


--- page 227 ---
Notes:
(1) The sales volume by products and services segments constitute the sales volume of the core robotic products for each
of our respective segments and disregards the sales volume of other accessories and ancillary products and/or
services. See “Financial Information — Description of Selected Items in Consolidated Income Statements —
Revenue” for details on our sales volume by products and services segments during the Track Record Period.
(2) “Others” under our education smart robotic products and services segment mainly represented the sales of other
accessories and purchased items, including but not limited to (i) teaching and learning resources such as textbooks,
teachers’ manuals and training modules; (ii) add-on components to our education smart robotic products to enhance
their functionalities and performance; (iii) expansion packs containing extra content and scenarios which improve
user experience; and (iv) ancillary hardware such as customized programming notebooks and compliers. These
products are intended to enrich and diversify the use scenarios of our education smart robotic products. We generally
sell them in conjunction with our education hardware products, services and software to schools and educational
institutions which wish to provide a more comprehensive curriculum and teaching environment for their teachers and
students. Please refer to the section headed “Business — Our Products and Services — At Enterprise level —
Education Smart Robotic Products and Services” of this prospectus for further details of the products. Average selling
price is not meaningful as product types and specification vary significantly within this category. In FY2022, it
included sales of a tailor-made products and services for simulating production line for vocational education purpose,
of RMB27.0 million, to Customer F.
(3) “Ancillary services” of our education smart robotic products and services segment mainly included (i) providing
professional team support for teacher training and operation and utilization of our products and services; and (ii)
designing project services, themed activities and competitions. We generally sell them in conjunction with our
education hardware products, services and software to schools and educational institutions which wish to further
customize our products and services to suit their educational objectives and/or provide training for teachers on how
to use our products and services as well as to help develop their proficiency in A.I. education. Please refer to the
section headed “Business — Our Products and Services — At Enterprise level — Education Smart Robotic Products
and Services” of this prospectus for further details of such ancillary services.
(4) Revenue derived from logistics smart robotic products and services are presented in terms of number of projects and
average revenue per project and therefore there is no corresponding sales volume and average selling price. See
“Financial Information — Description of Selected Items in Consolidated Income Statements — Revenue — By
products and services — (ii) Logistics smart robotic products and services” for details.
(5) The average selling price of general service smart robotic products and services increased from RMB86,420 per unit
in FY2020 to RMB135,390 per unit in FY2021 primarily due to the introduction of ADIBOT, anti-pandemic model
of AIMBOT and anti-pandemic model of Cruzr with additional functionalities, including body temperature
measurement and QR code scanning and disinfection, which entailed a relatively higher selling price. The aggregate
sales volume of these products accounted for 52.3% of our total sales volume of general service smart robotic
products and services in FY2021.
The average selling price of general service smart robotic products and services then decreased to RMB29,220 per
unit in FY2022 due to the change of revenue mix where more than 70% of our sales volume of general service smart
robotic products and services in FY2022 was contributed by sales of first edition of Cruzr robots (compared to less
than 10% of our sales volume of general service smart robotic products and services in FY2021), which entailed a
relatively lower average selling price of RMB8,060 per unit in FY2022 as our Group adjusted the selling price of
these products downward to boost their sales in order to deal with the slow-moving inventory.
The average selling price of general service smart robotic products and services decreased from RMB114,190 per unit
in 6M2022 to RMB60,500 per unit in 6M2023, primarily due to the decrease in average selling price of ADIBOT from
RMB97,040 per unit in 6M2022 to RMB27,850 per unit in 6M2023 because we implemented price reductions on
these products to clear out our existing inventories in our U.S. subsidiary to facilitate the transition of our overseas
sales channel to direct distributors and the increase in sales volume of our ADIBOT as a percentage to our total sales
volume of general service smart robotic products and services from 41.8% in 6M2022 to 77.8% in 6M2023. See
“Financial Information — Description of Selected Items in Consolidated Income Statements — Revenue — By
products and services — (iii) Other sector-tailored smart robotic products and services” for details on the reasons for
the price reductions on the ADIBOT series in relation to our U.S. subsidiary. The decrease in average selling price
was partially offset by the sales of seven units of our new wellness and elderly care smart robotic products and
services, such as walking assistance smart robot, wheelchair smart robot and companion smart robot which were of
higher average selling price. Their aggregate revenue accounted for 44.0% of the total revenue of general service
smart robotic products and services in 6M2023.
(6) Walker series and others mainly represented the sales of Walker series and accessories. Average selling price is not
meaningful as product types and specification vary significantly within this category. The pricing of the Walker series
and others was mainly susceptible to the request from our customers, complexity of the products, duration of
production, etc. as they are not standardized products.
(7) “Others” under our consumer-level robots and other hardware devices segment mainly represented the sales of
accessories and purchased parts. Average selling price is not meaningful as product types and specification vary
significantly within this category.
(8) “Others” primarily included sales of raw materials and spare parts during the Track Record Period and sales of certain
customized products (mainly being customized notebook and other accessories) in FY2020.
BUSINESS
– 218 –


--- page 228 ---
During the Track Record Period, education remained as our sector focus and accounted for more
than 59% of our total revenue throughout Track Record Period. Leveraging on the successful
commercialization of our education smart robotic products and services, we expanded our presence
in the smart service robotic products and services market into various use scenarios in different
sectors, such as the logistics smart robotic products and services industry in late FY2020 and the
wellness and elderly care smart robotic products and services industry in the second half of 2022.
BUSINESS
– 219 –


--- page 229 ---
The following sets forth the breakdown of revenue, gross profit, gross profit margin and sales volume of the Group by customer industries during the Tr ack
Record Period:
FY2020 FY2021 FY2022 6M2023
Revenue
Gross
profit/
(loss)
Gross
profit/
(loss)
margin
Sales
volume (4) Revenue
Gross
profit/
(loss)
Gross
profit/
(loss)
margin
Sales
volume (4) Revenue
Gross
profit/
(loss)
Gross
profit/
(loss)
margin
Sales
volume (4) Revenue
Gross
profit/
(loss)
Gross
profit/
(loss)
margin
Sales
volume (4)
RMB’000 % (1) RMB’000 % Unit’000 RMB’000 % (1) RMB’000 % Unit’000 RMB’000 % (1) RMB’000 % Unit’000 RMB’000 % (1) RMB’000 % Unit’000
Education /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100580,163 78.4 304,615 52.5 111 473,458 57.9 231,904 49.0 63 565,073 56.0 357,934 63.3 55 54,072 20.7 26,687 49.4 1
Automobile and auto-parts /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,691 1.7 2,118 16.7 — (2) 185,797 22.7 26,863 14.5 — (2) 263,415 26.1 20,821 7.9 — (2) 76,231 29.2 9,681 12.7 — (2)
Others (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110056,937 7.7 8,011 14.1 12 38,048 4.7 (25,723) (67.6) 17 37,762 3.7 (12,901) (34.2) 11 33,905 13.0 14,878 43.9 7.7
Notes:
(1) The percentage figures in this column represent the share of revenue generated from the respective customer industry to the total revenue of the Gr oup in the relevant year/period.
(2) Sales to the automobile industry are on a project-by-project basis and therefore there is no corresponding sales volume data.
(3) “Others” include, among others, information technology, logistics and electronics industries.
(4) The sales volume figures in this table constitute the sales volume of the core smart service robotic products for each of the respective customer in dustry and disregards the sales volume
of Walker series, other accessories and ancillary products and/or services.
(5) This table does not include sales data generated from our non-direct sales channels because the customer industries of the end-customers are unkn own to our Group.
We market and sell smart service robotic products and services primarily through our own direct sales force comprising more than 450 employees dedica ted
to optimizing the user experience of our customers and end-users of our smart service robotic products and services. Our direct sales force has attrac ted
and retained large, national government educational bureaus and business enterprises in China and marketing our products and services overseas dur ing the
Track Record Period. Leveraging our strong reputation, we also cooperate with an extensive network of online and offline sales channels to penetrate into
the consumer-level market and overseas customers. The following set forth the breakdown of revenue, gross profit, gross profit margin and sales volu me
by sales channel during the Track Record Period.
BUSINESS
– 220 –


--- page 230 ---
FY2020 FY2021 FY2022 6M2022 6M2023
Revenue
Gross
profit/
(loss)
Gross
profit
margin
Sales
volume (4) Revenue
Gross
profit/
(loss)
Gross
profit
margin
Sales
volume (4) Revenue
Gross
profit/
(loss)
Gross
profit
margin
Sales
volume (4) Revenue
Gross
profit/
(loss)
Gross
profit
margin
Sales
volume (4) Revenue
Gross
profit/
(loss)
Gross
profit
margin
Sales
volume (4)
RMB’000 % RMB’000 % Unit’000 RMB’000 % RMB’000 % Unit’000 RMB’000 % RMB’000 % Unit’000 RMB’000 % RMB’000 % Unit’000 RMB’000 % RMB’000 % Unit’000
(Unaudited) (Unaudited)
Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100649,792 87.8 314,744 48.4 123 697,304 85.3 233,043 33.4 80 866,251 85.9 365,853 42.2 66 234,720 82.9 93,130 39.7 26.9 164,209 62.9 51,246 31.2 8.7
Distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
— Traditional
distributors (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110087,048 11.8 27,665 31.8 68 97,958 12.0 18,705 19.1 58 55,653 5.5 (18,753) (33.7) (5) 66 29,293 10.3 (21,144) (72.2) 44.4 25,947 9.9 (9,528) (36.7) (7) 35.8
— Online/Offline hybrid
distributors (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100698 0.1 (165) (23.7) (2.5) (3) 6,957 0.9 563 8.1 11 6,705 0.7 (2,464) (36.7) (6) 25 1,238 0.4 (307) (24.8) 2.2 11,720 4.5 (213) (1.8) (8) 19.5
Sales through our
self-operated online stores /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,688 0.4 1,073 39.9 2.5 15,011 1.7 4,846 32.3 18 79,663 7.9 20,027 25.1 110 18,272 6.4 6,008 32.9 20.0 59,263 22.7 13,132 22.2 75.2
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100740,226 100.0 343,318 46.4 191 817,230 100.0 257,156 31.5 167 1,008,272 100.0 364,663 36.2 267 283,523 100.0 77,687 27.4 93.5 261,139 100.0 54,636 20. 9 139.2
Notes:
(1) Revenue generated from traditional distributors also include an insignificant sales from consignees and retailers which accounted for not more than 2.0% of our total revenue each
year/period during the Track Record Period.
(2) Online/offline hybrid distributors mainly include sales through online e-commerce platforms and third party online stores (who may also sell ou r products through their offline stores).
(3) The sales volume was negative as the volume of product return exceeded the volume of sales.
(4) The sales volume figures in this table constitute the sales volume of the core robotic products for each of the respective sales channel and disrega rds the sales volume of Walker series,
other accessories and ancillary products and/or services.
(5) We recorded gross loss from traditional distributors in FY2022 primarily due to the gross loss attained from the sale of Alpha Mini (non-education ) because we adjusted the selling price
of our humanoid Alpha Mini (non-education) products downward to boost its sales in order to deal with the slow-moving inventory.
(6) We recorded gross loss from online/offline hybrid distributors in FY2022 primarily due to the gross loss attained from the sale of dictionary pens , because we adjusted the selling price
downward in order to deal with the slow-moving inventory.
(7) We recorded gross loss from traditional distributors in 6M2023 primarily due to the gross loss incurred from the sales of uKit and Jimu (education) Series and ADIBOT Series robots because
we implemented price reductions on these products to clear out our existing inventories in our U.S. subsidiary to facilitate the transition of our ove rseas sales channel to direct distributors.
(8) We recorded gross loss from online/offline hybrid distributors in 6M2023 primarily due to the gross loss incurred from the sales of AiRROBO cat lit ter box in order to develop the sales
channels of such products through online/offline hybrid distributors.
BUSINESS
– 221 –


--- page 231 ---
The following table sets forth the breakdown of our revenue by geographical locations of our customers during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Countries of sales Revenue Revenue Revenue Revenue Revenue
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Mainland China /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100682,825 92.2 753,853 92.2 877,267 87.0 235,081 82.9 191,365 73.3
Overseas
United States /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,825 4.2 33,540 4.1 51,273 5.1 17,145 6.0 20,991 8.0
Japan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,022 0.3 5,006 0.6 13,915 1.4 5,486 1.9 6,673 2.6
Belgium /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,771 0.6 4,114 0.5 205 0.02 104 0.04 — 0.0
Thailand /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,766 0.5 3,378 0.4 10,989 1.1 10,980 3.9 685 0.3
Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,017 2.2 17,339 2.1 54,623 5.4 14,727 5.2 41,424 15.9
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110057,401 (2) 7.8 63,377 (3) 7.8 131,005 (4) 13.0 48,442 (4) 17.1 69,774 (4) 26.7
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100740,226 100.0 817,230 100.0 1,008,272 100.0 283,523 100.0 261,139 100.0
Notes:
(1) Others include over 50 countries, each contributes insignificant revenue to our Group during the Track Record Period.
(2) In FY2020, our products sold overseas mainly included Jimu Series robots (both education and non-education versions), and Cruzr Series robots.
(3) In FY2021, our products sold overseas mainly included Jimu Series robots (both education and non-education versions), ADIBOT Series robots and A iRROBO vacuum cleaner.
(4) In FY2022, 6M2022 and 6M2023, our products sold overseas mainly included AiRROBO vacuum cleaner.
BUSINESS
– 222 –


--- page 232 ---
Our financial performance
We experienced a growth in revenue during the Track Record Period, and we recorded a revenue
of RMB740.2 million, RMB817.2 million, RMB1,008.3 million, RMB283.5 million and RMB261.1
million in FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively. Our revenue grew by
10.4% between FY2020 and FY2021, by 23.4% between FY2021 and FY2022. Our revenue
decreased by 7.9% between 6M2022 and 6M2023. For FY2020, FY2021 and FY2022, 6M2022 and
6M2023, our gross profit was RMB330.7 million, RMB256.0 million, RMB294.0 million,
RMB38.8 million and RMB52.6 million, respectively. Our gross profit decreased by 22.6% between
FY2020 and FY2021, increased by 14.8% between FY2021 and FY2022 and increased by 35.6%
between 6M2022 and 6M2023.
Despite our revenue growth, we recorded net loss during the Track Record Period. See “Business
Sustainability and Measures to Achieve Profitability” in this section below for a detailed discussion.
Our R&D focuses on core technologies for humanoid robots. We have been focusing our R&D
efforts on advancing core technologies utilized in humanoid robots. Our goal is to not only improve
the performance of our humanoid robots but also to induce a spill-over effect of R&D in relation
to technologies utilized in smart service robotic products and services for use scenarios in different
sectors as the development of biped life-sized humanoid robots involves the integration and
combination of various core technologies such as computer vision, voice interaction, servo
actuators, motion planning and control, and positioning navigation. It has always been our strategies
to dedicate resources to concurrently conduct R&D projects across various robotic and AI
technologies while primarily focusing R&D efforts on core technologies utilized in humanoid
robots, which may inevitably increase our R&D expenses.
By striking a balance between continuous investments in core technologies utilized in humanoid
robots and competing effectively in markets where customers prioritize other factors such as pricing
and comparable functions, we believe we can deliver value to our customers and drive sustainable
growth over the long term.
R&D technological capabilities
At the heart of our offering is our R&D capabilities and breakthroughs in relation to our core
technologies and smart service robotic products and services. Our in-house R&D team, established
since 2012 and comprising over 700 employees as of June 30, 2023, is headed by doctoral-degree
holders with expertise in robotic and AI-related areas and supported by a number of in-house
scientists, engineers and other employees who have obtained at least undergraduate robotic and/or
AI-related degrees. Through close cooperation between our in-house R&D team and our other
departments, we generate ideas, create new robotic concepts, develop new robotic products and
services, and improve, redesign or reformulate existing robots and related software. Leveraging on
our R&D efforts and capabilities during the Track Record Period, we have successfully developed
new upgrades and/or functionalities, such as (i) servo actuators which function over a wider torque
range, (ii) gait-planning and control, stability control and flexible control algorithms under our
robotic motion planning and control technology, (iii) human face recognition/identification and
body/hand tracking algorithms under our computer vision technology, (iv) automatic speech
recognition and text-to-speech functions under our voice interaction technology, and (v) integrated
light detection and ranging (LIDAR) and vision mapping and localization technologies under our
SLAM and autonomous technology. Combined with our existing portfolio of core technologies, we
were able to launch over 50 types of products during the Track Record Period for the fulfilment of
various functions and tasks for application in different use scenarios. Such major products included,
but are not limited to, (i) our upgraded Walker series life-sized humanoid robots (Walker 2 and
Walker X models), (ii) upgraded versions of the uKit and Jimu series (education) and uCode and
uPython programming tools under our education smart robotic products and services segment, (iii)
our Automated Guided V ehicles (AGVs) and Automated Mobile Robots (AMRs) (Wali ( ͙ɢ)
Series) under our logistics smart robotic products and services segment, and (iv) our AiRROBO cat
litter box and AiRROBO vacuum cleaner under our consumer-level robots and other hardware
devices segment.
BUSINESS
– 223 –


--- page 233 ---
During the Track Record Period, we incurred R&D expenses of RMB428.8 million, RMB517.1
million and RMB428.3 million, RMB205.0 million and RMB224.3 million, which accounted for
57.9%, 63.3%, 42.5%, 72.3% and 85.9% of our total revenue for the corresponding year/period. We
have self-developed a full stack of modularized robotic and AI technologies that are consumer grade
and mass market level which serve as building blocks for adaptation and application in a range of
enterprise-level and consumer-level scenarios. Set out below is a summary of our core technologies
as applied on Walker, our biped life-sized humanoid robot:
9KX\U GIZ[GZUXY PUOTZY
8UHUZOI ZKINTURUMOKY
)USV[ZKX \OYOUT
<UOIK OTZKXGIZOUT
'/ ZKINTURUMOKY
2GXMK ZUXW[K YKX\U GIZ[GZUXY
9SGRR ZU SKJO[S ZUXW[K YKX\U GIZ[GZUXY
5HPKIZ JKZKIZOUT GRMUXOZNS
.[SGT LGIOGR XKIUMTOZOUT GRMUXOZNS
.[SGT HUJ_ XKIUMTOZOUT ZKINTURUM_
8UHUZOI SUZOUT VRGTTOTM
GTJ IUTZXUR
9VKKIN XKIUMTOZOUT GRMUXOZNS
4GZ[XGR RGTM[GMK VXUIKYYOTM
9VKKIN Y_TZNKYOY
5;8 )58+ :+).4525-/+9
9_YZKS
ZKINTURUM_
9_YZKS
ZKINTURUM_
-GOZ VRGTTOTM GTJ IUTZXUR GRMUXOZNS
9ZGHOROZ_ IUTZXUR GRMUXOZNS
,RK^OHRKIUTZXUR GRMUXOZNS
859'
3UJ[RGX 9IGRGHRK
/TZKMXGZKJXUHUZOI GTJ '/ ZKINTURUMOKY
92'3 GTJG[ZUTUSU[Y
ZKINTURUM_
<OY[GR YKX\UUVKXGZOUTGTJ
N[SGTXUHUZOTZKXGIZOUT
U
J[
RG
X
 9I
GRG
H
R
K
U
S
U
[
Y
_
<
O
Y
[
G
R
 Y
K
X
\
U
U
V
K
X
N
[
S
G
TX
U
H
U
Z
 O
T
Z
With our self-developed full-stack robotic and AI technologies that are consumer grade and mass
market level we have been able to develop and commercialize a wide range of smart service robotic
products and services. During the Track Record Period, we were able to quickly adapt to customer
needs and preferences with more than 50 types of products launched and sold over 760,000 units
of robotic products.
Our full-stack technologies, backed by more than 1,800 registered robotic and AI-related patents as
of June 30, 2023 of which more than 380 are overseas patents, is a combination of robotic
technologies (robotic motion planning and control technology and servo actuators) and our AI
technologies (computer vision and voice interaction technologies), which together power a number
of integrated robotic and AI technologies (SLAM and autonomous technology, visual servo
operation and human-robot interaction), rounded out with and controlled through Robot Operating
System Application Framework (ROSA), our self-developed robotics application framework. We
believe that our technological capabilities are in particular underpinned by our core strength of and
dedication to robotic technologies. According to Frost & Sullivan, we were one of the few
companies in the world to commercialize service robots integrated with multiple servo actuators as
their joints in the consumer market, one of the few companies in the world to achieve the mass
production and actual product application of multi-series servo actuators, and accomplished mass
production of small torque to large torque servo actuators with a torque from 0.2Nm to 200Nm.
During the Track Record Period, our self-developed technologies and patents have received two
national-level awards and four provincial-level science & technology awards from the PRC
government, and one international-level award.
BUSINESS
– 224 –


--- page 234 ---
Bringing UBTECH service robots to every home and industry
Led by Mr. Zhou Jian (chairman of our Board, an Executive Director and our chief executive
officer), and our experienced management team, we strive to integrate UBTECH service robots into
every home and industry. Riding on our dedication to R&D and technological capabilities, we plan
to achieve this by (i) continuously developing robotic and AI technologies based on the latest
industry demands and technological developments, (ii) continuously diversifying and broadening
our product and service offerings across different sectors and consumer-level use scenarios by
utilizing our full-stack technologies, (iii) inventing, creating and commercializing new enterprise-
level and consumer-level use scenarios, and (iv) integrating our existing software and ancillary
service offering with a “Robot-as-a-Service” (RaaS) market leveraging on our solid foundation in
AI-robotics and sector knowledge on the industries we serve that match with our customers’ needs
and preferences.
OUR COMPETITIVE STRENGTHS
Established provider of smart service robotic products and services in the PRC
Since our inception in 2012, we have grown to become a major market participant in China’s smart
service robotic products and services industry providing smart service robotic products and services
to enterprise-level and consumer-level customers. We were one of the few companies in the world
to commercialize service robots with multiple servo actuators as their joints in the consumer market
according to Frost & Sullivan. In addition, according to Frost & Sullivan, we are (i) ranked 3rd in
the smart service robotic products and services industry in China (in terms of revenue in 2022) with
a market share of 2.8%; and (ii) China’s No. 1 provider of education smart robotic products and
services (in terms of revenue in 2022) with a market share of 22.5%. As a testament to our
capabilities, we generated a total revenue of approximately RMB2.83 billion and sold over 760,000
units of robotic products during the Track Record Period.
Our R&D efforts and technological breakthroughs have been evidenced by the following numerous
national and global recognitions:
 In 2019, our Walker was named one of the Five Humanoid Robots to Watch in 2019 by the
Robot Report and one of the most ground-breaking and innovative robotic inventions over the
past century by 24/7 Tempo in 2021.
 We were selected by Analytics Insight as one of the top 10 companies in the vanguard of the
rise of humanoid robots along with other robotics companies for offering a range of
applications for humanoid robots which lead to the automation of tasks, cost-savings and
productivity in January 2023 and were also the only PRC-based company to be selected as one
of the “Top 10 Robotics Companies in the World that will Gain More Prominence in 2022”
by Analytics Insight in November 2021 for our worldwide research in R&D, development and
marketing capabilities to launch an entire portfolio of world-class robots.
Furthermore, we have received the following numerous awards as a result of our R&D efforts and
technological breakthrough:
 In December 2020, the Chinese Association for Artificial Intelligence granted us the “Wu
Wenjun Artificial Intelligence Science and Technology Progress Award (Enterprise
Technology Innovation Engineering Project)” for our contribution to the technology
innovation and application in the service robots field.
 In December 2020, the Leaderobot Expert Review Committee granted us the “Leaderobot
2020 China Robotics Science Leadership Award” for (i) our innovations in basic theories and
academics in the discipline of robotics, (ii) our original innovations in R&D methods and
approaches that have significant scientific value and (iii) our leading role in the latest
technological advancements.
 We have also obtained the “First Prize of Science and Technology Progress of Guangdong
Province in 2021” from the People’s Government of Guangdong Province, China for our “Key
technologies and applications of fully autonomous service robots” project in March 2022.
BUSINESS
– 225 –


--- page 235 ---
Self-developed full-stack technologies for smart robotics driven by our R&D efforts
We believe that our focus on the internal development of self-developed technologies for smart
robotics through our R&D efforts has been a key contributing factor to our success in the smart
service robotic products and services industry. Since our establishment in 2012, we have grown
rapidly into a well established market player in the smart service robotic products and services
industry and self-developed our own robotic and AI technologies that are consumer grade and mass
market level, the highlights of which include (i) servo actuators : joints of robots that enable the
performance of diverse, flexible and precise movements and perform safe, smooth, accurate and
agile joint movements and carry out complex tasks; (ii) robotic motion planning and control :
planning and control technologies to achieve movements on surfaces with different materials,
adaptation to complex environments and quickly respond to changing environments. Our robotic
motion planning and control which covers key technologies such as balance control algorithm
which improves the overall robustness of the smart service robot and enables it to adjust its
positioning in the event of impact by external forces and prevents falling over; (iii) SLAM and
autonomous technology : our autonomous technology comprised of our SLAM and navigation
technologies, which together enables our smart service robots to realize multi directional navigation
and obstacle avoidance through real-time positioning and map generation; and (iv) visual servo
operation and human-robot interaction : the software-hardware unified technological framework
which integrates our smart robotic perception system with our robotic motion planning and control
technologies, thus enabling our smart service robots to perceive the surrounding environment to
adjust its operational functions accordingly, detect objects and obstacles to achieve motion planning
and control, process the signals, capture and analyze various kinds of data and communicate and
interact with people. Our Walker X life-sized humanoid robots, which is a culmination of our latest
core robotic and AI technologies (including our aforementioned highlighted technologies), serves
as a testament to our R&D capabilities and efforts. See “Our Core Technologies” below for details
on our self-developed core technologies utilized in our smart robotics and smart service robotic
products and services. According to Frost & Sullivan, we are one of the few companies in the world
that simultaneously masters and fully integrates core technologies and algorithms such as robot
servo drives, motion control, artificial intelligence perception, robot positioning and navigation.
According to Frost & Sullivan, the major entry barriers of China’s smart service robotic products
and services industry include (i) difficulty in accumulating technical reserves to achieve mature AI
technology; (ii) lack of industry know-how which may lead to misunderstanding of customer’s
preference; and (iii) intensive and continuous R&D investment is required in order to provide an
edge in the innovation of products and services. With our R&D process and experience in the
commercialization of smart service robotic products and services, we believe that we are
well-positioned to take advantage of the demand for customized and high-quality smart service
robotic products and services in the market.
In order to align our core technologies with the latest technological advancements, we have
expended significant resources on our R&D efforts during the Track Record Period. Our R&D
philosophy strives to optimize the quality and functionality of our product and service offerings and
typically involves (i) R&D on robotic and AI-related core technologies based on industry demands
and technological developments, (ii) conceptualization of core technologies based on customer
requirements and (iii) commercialization of our products and services. As at June 30, 2023, we
employed a total of 717 R&D personnel, which include, but are not limited to, undergraduates,
postgraduates and doctoral degrees holders. During the Track Record Period, we incurred R&D
expenses of RMB428.8 million, RMB517.1 million, RMB428.3 million, RMB205.0 million and
RMB224.3 million in FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively, accounted for
approximately 57.9%, 63.3%, 42.5%, 72.3% and 85.9% of our total revenue during the respective
years/periods.
During the Track Record Period, we have established a successful track record of commercialization
of robotic technologies and have commercialized more than 20 types of self-developed robotic and
AI technologies that are consumer grade and mass market level in our smart service robotic
products and services. Moreover, major awards and recognitions we have received during the Track
BUSINESS
– 226 –


--- page 236 ---
Record Period in relation to our self-developed technologies and R&D efforts include, but are not
limited to: (i) The 9th Annual Capek Award for Brand Excellence (೐
ᆤ) by the China Mechatronics Technology Application Association in May 2023 for the Group’s
contribution to the promotion of the healthy and sustainable development of China’s robotics
industry; (ii) Bronze Award in the MedTech category in the “2023 Edison Awards” in April 2023
for the excellence in new product and service development, marketing, human-centered design and
innovation in relation to our wellness and elderly care smart robotic products and services for
nursery homes; (iii) First Prize for our “Autonomous navigation and operation of robots based on
natural interaction” project from the China Association of Inventions in October 2022; (iv) “First
Prize of Science and Technology Progress of Guangdong Province in 2021” from the People’s
Government of Guangdong Province, China for our “Key technologies and applications of fully
autonomous service robots” project in March 2022; (v) “W AIC2021 — Pioneer Award” by the
World Artificial Intelligence Conference in February 2022; (vi) “Outstanding Partner of World
Robot Conference” by the Chinese Institute of Electronics in February 2022; (vii) “AI
Tianma-Leadership” by the Shenzhen Artificial Intelligence Industry Association in December
2021; (viii) “Top 10 Robotics Companies in the World that will Gain More Prominence in 2022”
according to Analytics Insight in November 2021; (ix) “Service Robotic Product Innovation Award”
by the China Artificial Intelligence and Robotics Developers Conference (CAIRDC) in March 2021;
(x) “Wu Wenjun Artificial Intelligence Science and Technology Progress Award (Enterprise
Technology Innovation Engineering Project)” by the Chinese Association for Artificial Intelligence
in December 2020; and (xi) the “Leaderobot 2020 China Robotics Science Leadership Award” by
the Leaderobot Expert Review Committee in December 2020. As of June 30, 2023, our Group held
more than 1,800 registered robotic and AI-related patents, of which more than 380 are overseas
patents. During the Track Record Period, we have also participated in the formulation of national
and international industry standards, including but not limited to General safety requirements for
household and similar service robots (Ӌ) (GB/T
41527-2022) and Service robot — Electrical safety requirements and test methods (ਕዚኜɛཥ
جGB/T 40013-2021).
Although not all of our self-developed robotic and AI-related core technologies have been fully
utilized in the commercialization of our products and services due to, according to the best
information and knowledge of our Directors, the current standards of such core technologies
exceeding the necessary requirements to satisfy current consumer preferences and demand in the
smart service robotic products and services industry, we believe that we are well-positioned to
leverage the scalability, adaptability and compatibility of our core technologies reserve in order to
meet future changes in customer preferences and demand.
Successful commercialization of product and service offerings grounded in core technologies
utilized in humanoid robots with multiple use scenarios
Our products and services portfolio consists of a wide range of smart service robotic products and
services across various industries including education, logistics, general service such as guiding
assistance and security patrol, and wellness and elderly care. Core products include Walker series,
Alpha robot series, uKit series, humanoid Y anshee, Jimu series, Cruzr as well as AMRs. During the
Track Record Period, we launched more than 50 types of products sold over 760,000 units of robotic
products for different use scenarios in different sectors.
Education smart robotic products and services. We are an established provider in the smart service
robotic products and services industry in the PRC which offer smart service robotic products and
services in the education smart service robotic products and services industry where we have
developed inspiring AI curriculum materials and smart robotic products throughout the K-12
education curriculum to encourage students to embrace robotic and AI technologies and equip them
with comprehensive robotic and AI knowledge and programming skills since 2017. Our products
and services aim to create an engaging learning environment for students and give them hands-on
experience by providing well-structured course materials and a wide variety of smart robotic
products combined with robot software. According to Frost & Sullivan, in 2022, we ranked first in
China and accounted for approximately 22.5% of the education smart service robotic products and
BUSINESS
– 227 –


--- page 237 ---
services industry by revenue. As of June 30, 2023, our product lines of education smart service
robotic products and services industry consisted of more than 60 types of products and services
(including humanoid products) and we had successfully built up business relationship with
numerous government educational bureaus. See “Our Products and Services — Education Smart
Robotic Products and Services” for further details.
Logistics smart robotic products and services. Since late FY2020, leveraging our R&D capabilities
and commercialization capabilities in the education smart robotic products and services industry, we
launched our smart robotic products and services for robotic warehouse automation such as (a)
AGVs/AMRs and (b) automated storage and retrieval system (AS/RS). Such products and services
are provided to customers in the logistics and manufacturing industries to streamline their operation
flow and enable traditional logistics system to become more flexible and intelligent by helping
enterprises automate and intellectualize the whole procedure of cargo movement and storage in the
warehousing, manufacturing and distribution processes, thus reducing logistic costs and improving
the quality and efficiency of logistics operations and create a safer working environment and more
cost-effective productivity for businesses. See “Our Products and Services — Logistics Smart
Robotic Products and Services” for further details. Since the launch in late FY2020, we recorded
significant growth of revenue from the sales of our logistics smart robotic products and services
from RMB12.7 million in FY2020 to RMB190.8 million in FY2021, representing an increase of
1,402.4%, from RMB190.8 million in FY2021 to RMB263.4 million in FY2022, representing an
increase of 38.1%, and from RMB41.1 million in 6M2022 to RMB76.8 million in 6M2023,
representing an increase of 86.7%.
General service smart robotic products and services. What differ us from our industry peers and
competitors is our ability to bring our products to customers across a broad range of sectors and use
scenarios. Thus, we offered general service smart robotic products and services which consisted a
wide array of smart service robots, such as inspection smart robots, that can be deployed in
transportation hubs, commercial buildings and outdoor environments to perform various functions,
including guiding assistance, security patrol and inspection, shelf inventory counting and
malfunction detection. See “Our Products and Services — General Service Smart Robotic Products
and Services” for further details. In particular, our sale of general service smart robots increased
from RMB36.3 million in FY2020 to RMB77.4 million in FY2021, representing an increase of
113.2%, primarily due to the increase in demand since 2020 resulting from our introduction of a
new line of smart service robots, which are designed to assist our customers to implement
anti-pandemic measures amidst the outbreak of COVID-19, such as, anti-pandemic model of Cruzr
and anti-pandemic model of AIMBOT with additional functionalities, including body temperature
measurement, QR code scanning and disinfection.
Wellness and elderly care smart robotic products and services. In order to further expand the use
scenarios of our core technologies to other sectors and address the challenges faced by elderly care
facilities, we debuted our wellness and elderly care smart robotic products and services in the
second half of 2022, including (a) PathFynder, a wheelchair smart robot; (b) Welli, a companion
smart robot; and (c) a wellness and elderly care smart cloud-based platform, a centralized system
for overall management of operations and service provisions, to satisfy the needs of the elderly and
improve the service quality in the institutional and community centres, including for mobility and
traveling assistance, and elderly companion. See “Our Products and Services — Wellness and
Elderly Care Smart Robotic Products and Services” for further details. As at the Latest Practicable
Date, subsequent to the launch of our wellness and elderly care smart robotic products and services
in the second half of 2022, we have received more than 40 enquires in relation to our products and
services from potential customers.
Consumer-level robots and other hardware devices. We envisage to bring our smart service robotic
products and services from education, logistics, general services, and wellness and elderly sectors
to every home gradually. To this end we launched our consumer-level robots and other hardware
devices, which include a range of user-friendly products that are suitable for household use,
including user-friendly household devices such as humanoid Alpha Mini (non-education),
BUSINESS
– 228 –


--- page 238 ---
AiRROBO cat litter box and AiRROBO vacuum cleaner that aim at bringing convenience to
household users by saving their time and increasing efficiency when doing household chores. See
“Our Products and Services — Consumer-level Robots and Other Hardware Devices” for further
details.
China-based with overseas market presence and partnerships
We are a China-based robotics company with overseas footprint. Over the years, we have forged
relationships with international companies across different industries.
We value compatibility and the impact brought by our partnerships to the world, especially against
the global phenomenon of IoT. To this end, we constantly analyze the dynamics of our customers
and trends in key sectors to determine where opportunities exist and look for strategic collaboration
across industries such that we can enlarge our use scenarios and customer base. Over the years we
have cooperated with various global industry leaders such as (i) one of the world’s largest
U.S.-based smartphone, tablets and computer manufacturer in terms of revenue, where we were its
Chinese provider of certain robotic products in 2016; (ii) one of the largest e-commerce-retailers in
the world based in the U.S., which sell wide-ranged products including books, software, video
games, electronics and toys, the shares of its parent company are listed on the NASDAQ, where we
cooperated and launched a smart robot with its voice recognition system; (iii) a U.S.-based
multinational mass media and entertainment conglomerate who operates theme parks across the
world, where we launched movies licensed robots in 2017; and (iv) a PRC multinational technology
and entertainment conglomerate headquartered in Shenzhen where we utilized its intelligent voice
assistant technology to develop humanoid robots. We value the importance of these cooperations
not only because of its revenue source, but because we believe it can bring marketing and brand
recognition. Most importantly, it is one of the major ways for us to better understand (i) the criteria
and requirements of international recognized companies; and/or (ii) the latest international
technologies such as voice recognition within the industry, which in turn contributed to our ongoing
development and improvement of our products and services. Such strategic partnerships enable us
to leverage our partners’ brand and reputation and serves as a successful model for partnerships with
other market leaders moving forward.
We also aspire to create synergy within the industry through participating in various major national
events and industry events which allows us to benefit from word-of-mouth marketing and
minimizes our sales and marketing costs. For instance, we were invited to participate four times on
China’s CCTV Spring Festival Gala in 2016, 2018, 2019 and 2021 which allowed us to reach a wide
group of audience among the Chinese community. We believe this is an important step to increase
our brand awareness as an established provider within China’s smart service robotic products and
services industry. As a reflection of our brand image, we were also (i) selected as the sole official
intelligent robot partner of the Floriade China Pavilion at the World Horticultural Expo 2022 in the
Netherlands in 2022 where our Cruzr was appointed as the Cultural Communication Ambassador of
the China Pavilion to provide guided tours; (ii) invited to deploy nine of our humanoid Alpha Mini
robots to participate in one of the opening ceremony performances of the Beijing Winter Olympic
Games in 2022; and (iii) appointed as the sole official AI-robotics partner in the China Pavilion of
Dubai World Expo in 2021 to 2022 where we demonstrated the functions of our latest biped
life-sized humanoid robots, Walker X , to the public. Owing to our brand image, we believe we are
well-poised to reach the rest of the world.
Experienced management team supported by dedicated industry professionals
We are led by an experienced management team with members who come from diverse backgrounds
ranging from AI technology, electronics, mechanical engineering, to management consultancy and
accountancy. Our founder, Mr. Zhou, who has more than 10 years of relevant experience and
received numerous awards and titles from various government authorities, industry organizations
and the media in the PRC, including being recognized as one of the Top 20 Leaders in AI
Technology in 2021 by Qubit , a popular AI-focused online media in the PRC, as well as being
chosen as one of the founding committee members of the Digital Economy Committee of APEC
BUSINESS
– 229 –


--- page 239 ---
China Business Council in 2020. Committed to realizing his vision of re-defining robots as our
everyday companion, Mr. Zhou has led several key product launches of our Group, including the
debut of the Alpha robot series in 2015, the humanoid Alpha Mini series jointly developed with
Tencent in 2018, and most recently the Walker X series in 2021, all of which have helped
popularized our brand both in the PRC and overseas.
Complementing Mr. Zhou’s vision and entrepreneurial experience, our management team also
consists of dedicated academics and professionals who are highly specialized in different technical
areas of robotic and AI development. Dr. Xiong Y oujun (PhD degree in Mechanical Design and
Theory, with around 18 years of R&D experience mainly in robotic engineering for the design,
operation and performance of robotic mechanism components or systems), who is our Director, vice
general manager and chief technology officer, leads our future core technology research strategy.
Under his leadership, he assembled and structured a knowledge-rich R&D workforce for our Group
and also established the UBTECH Robotics Research Institute (our in-house R&D team) in 2015 to
facilitate the R&D and commercialization of robotic and AI technologies for our future sustainable
development. He (i) was also granted the status of “High-Level Professional in Shenzhen” for his
continual dedication and contribution to the smart service robotic products and services industry in
the PRC by the Shenzhen City government in 2018; (ii) presided over (a) the preparation of
AI-related curriculum “AI on the Future Smart Mover” for primary and secondary schools as first
editor-in-chief in 2018 and (b) the major project of AI innovation and development
“Industrialization of High-end Intelligent Service Robotic Products” of the National Development
and Reform Commission in 2018 as person-in-charge; and (iii) participated in the successful
application of more than 700 robotic and AI-related patents with our Group. In 2021, our associate
chief technology officer, Dr. Tan Huan was awarded with the Early Government or Industry Career
Award in Robotics and Automation by the Institute of Electrical and Electronics Engineers Robotics
& Automation Society (IEEE RAS) in 2021. Our in-house R&D team is also led by Dr. Xiong
Y oujun, Dr. Tan Huan (PhD degree in Electrical Engineering, with around 20 years of R&D
experience mainly in AI technologies such as robotic cognition, learning and behaviour and core
algorithms including visual servo, data dimensionality reduction and spatiotemporal data
modeling), Dr. Pang Jianxin who holds a PhD degree in Signal and Information Processing, with
around 15 years of R&D experience mainly in AI technologies such as computer vision and
perception, integration of robots to Internet of Things (IoT), and human-computer interaction (our
vice president and executive R&D director) and Dr. Huang Dongyan (PhD degree in Physics and
Metrology, with around 26 years of R&D experience mainly in AI technologies such as signal and
information processing, in particular in relation to effecting digital emotion and behaviour
processing during human-computer interaction), all of which have expertise in robotic and
AI-related areas such as method, equipment (including servo actuators), mediums and terminal
settings for robotic motion planning and control as well as algorithm and devices for scene, facial,
gestures, poses and obstacles detection and recognition and route planning. With an established
track record in securing numerous patent registrations, delivering academic publications, and
collaborating with governments in a variety of R&D projects, our specialists in the management
team provide invaluable input to the development of our Group’s products and services and business
strategies. We believe the diverse, experienced and synergetic composition of our management team
is critical to the success of our Group’s products and services.
OUR BUSINESS STRATEGIES
To achieve bringing UBTECH service robots to every home and industry, we have, throughout our
operational history, dedicated our efforts in:
(i) our long-term goal of the R&D and commercialization of life-sized humanoid robots,
headlined by our iconic Walker X, which is a product which comprises of most of our core
technologies, and
(ii) the gradual launching and sales of a range of enterprise-level and consumer-level robotic
products and services for different use scenarios which utilize our core technologies, some of
which were developed as a result of our continuous R&D commitment in relation to humanoid
robots.
BUSINESS
– 230 –


--- page 240 ---
The following diagram illustrates our overall business strategy to commercialize core technologies
of humanoid robots for application in different use scenarios of different sectors:
Education Smart
Robotic Products
and Services
General Service Smart
Robotic Products
and Services
Wellness and Elderly
Care Smart Robotic
Products and Services
Consumer-level Robots
and Other Hardware
Devices
Technological Integration with Third Party ProvidersUBTECH Empowering the Industry
Logistics Smart
Robotic Products
and Services
Servo
Actuators
Voice
Interaction
Human-robot
Interaction
Robot Operating System
Application Framework
(ROSA)
Robotic motion
planning and
control
Visual Servo
operation
SLAM and
autonomous
technology
Smart
Manufacturing
Industry
Standards
Supply
Chain
Management
Chips
Sensors
Radar
MotorComputer
Vision
What UBTECH is doing — Overall business strategy
Bringing UBTECH service robots to every home and industry
(Gait planning and control algorithm, stability control
algorithm, flexible control algorithm, dual-arm force
control technology, software-hardware integration etc.)
UBTECH's Full Stack Technologies Capabilities
RaaS
(Robot as a Service)
Core Technologies of
Humanoid robots
Looking forward, the strategies on our future development will focus on:
(i) the further advancement of our R&D capabilities to enhance our core technologies and
products and services offerings,
(ii) the enhancement of our R&D infrastructure to improve our R&D capabilities and efficiencies,
(iii) the enhancement of our brand awareness and market penetration, and
(iv) the optimization of our management and operational efficiency.
We believe that the future strategies below will allow us to maximize our shareholders’ and
customer values.
Further advance our R&D capabilities to enhance our core technologies and products and
services offerings
We will continue to invest in our R&D capabilities, particularly with respect to our core
technologies, in order to enhance our technologies utilized under our products and services and
reinforce our established position in the industry.
(i) Core technologies utilized in our humanoid robots
According to Frost & Sullivan, the global humanoid robotic products and services industry is still
at an early stage with a few market players and limited use scenarios and the full potential of the
humanoid robotic market is yet to be realized. With the continuous R&D focusing on humanoid
robot technologies and systems, humanoid robots will be able to perform versatile tasks in the real
world and interact with humans, thus increasing the application of humanoid robots in various
fields, such as education and entertainment, wellness and elderly care, disinfection, and logistics to
accomplish complex and human-like tasks in the forthcoming periods. According to Frost &
Sullivan, technologies in relation to humanoid service robots mainly constitute of the application
of existing robotic and AI technologies with upgrades and much more complex integration.
Although the high cost of humanoid robots is attributed to the more complex application
requirements and the limitations of robotic and AI technologies, technological breakthroughs will
progressively reduce such costs and promote the commercialization of humanoid robots in the near
BUSINESS
– 231 –


--- page 241 ---
future. This in turn requires the successful development and application of various robotic and AI
technologies (including the abovementioned core technologies) across multiple disciplines that
could enable different products and services to provide the human-like functionalities and features
demanded by customers.
We have been focusing our R&D efforts on advancing core technologies utilized in humanoid
robots. Our goal is to not only improve the performance of our humanoid robots but also to induce
a spill-over effect of R&D in relation to technologies utilized in smart service robotic products and
services for use scenarios in different sectors as the development of biped life-sized humanoid
robots involves the integration and combination of various core technologies such as computer
vision, voice interaction, servo actuators, motion planning and control, and positioning navigation.
It has always been our strategies to dedicate resources to concurrently conduct R&D projects across
various robotic and AI technologies while primarily focusing R&D efforts on core technologies
utilized in humanoid robots, which may inevitably increase our R&D expenses. In addition, apart
from the aforementioned spill-over effect, investing in R&D in humanoid robots can help our Group
to stay ahead of the competition and create new market opportunities for long term growth as
according to Frost & Sullivan, the global humanoid robotic products and services industry is still
at an early stage with a few market players and limited use scenarios and the full potential of the
humanoid robotic market is yet to be realized. Thus, there remains substantial areas of innovation
and opportunities for disruption in the global humanoid robotic products and services industry.
According to Frost & Sullivan, a company who owns full-stack core technologies have more
opportunities in the future competition over industry peers which are specialized in particular
technologies in the smart service robotic products and services industry due to dynamic changes of
customer demand and preferences. Our experience, technique and resources accumulated
throughout our R&D in core technologies involved in humanoid robots strengthened our abilities
to expand our products and services offerings across various industries and use scenarios, which
differentiate us from other industry peers. Unlike our competitors which only specialise in a certain
areas and technologies and may not be, our full-stack of technologies have put us in a better position
to expand into new industries and use scenarios. For example, during the outbreak of COVID-19,
we were well positioned to react to any sudden changes in market demand and we launched
disinfection model of ADIBOT, a patrol smart robot that uses UV-C for disinfection and sterilization
which contained our certain of our core technologies including SLAM and autonomy technology
and can automatically perform disinfection tasks through automated mapping, smart calculation,
and automatically generating disinfection path.
While we have launched a wide range of smart service robotic products and services across various
use scenarios for different sectors during the Track Record Period, our Directors also recognize that
not all of our robotic products such as AiRROBO vacuum cleaner, disinfection smart robotic
products, reception smart robotic products, logistic smart robotic products require our full-stack
core technologies, as the day-to-day use scenarios of customers for these robotic products do not
require cutting-edge technologies and only part of our core technologies. These robotic products are
therefore subject to risk of being replaced by competing robotic products. For example, unlike our
education smart robotic products and Walker X which require the integration of full-stack of core
technologies, robotic products such as sanitisation ADIBOT and AiRROBO vacuum robots only
require certain technologies such as SLAM and autonomous technology. Our Directors are of the
view that robotic products in these use scenarios are distinguished through other factors such as (i)
products with comparative technologies at a competitive price, (ii) brand image and available sales
channels; and (iii) reaction time to technological advancements and changes in customer
preferences. Our Directors consider that as long as we can carry on launching new products and
services with technologies that are comparable to our peers at a competitive price and obtain
sufficient market recognition, we can gain market share in these industries.
By striking a balance between continuous investments in core technologies utilized in humanoid
robots and competing effectively in markets where customers prioritize other factors such as pricing
and comparable functions, we believe we can deliver value to our customers and drive sustainable
growth over the long term.
BUSINESS
– 232 –


--- page 242 ---
In order to further enhance the functionalities and performance of our humanoid robots to launch
humanoid robots with sufficient human-resemblance to meet future market demands, customer
preferences and technology requirements, we intend to further upgrade our core technologies that
can be applied in our humanoid robots. Examples of (i) upgrades to our existing core
technologies/areas and (ii) new core technologies/areas in relation to our humanoid robots which we
may develop and utilize upon the advancement of our R&D capabilities are as follows:
Name of technology/area Applicable core technology/area Description
Bipedal robot gait
algorithm and control
algorithm /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Upgrade to robotic motion
planning and control — Gait
planning and control
algorithm
We intend to improve the motion
control capability, stability and
speed of movement, ability to
function in complex unstructured
scenarios and self-adaptability to
external disturbances and
environmental changes of
humanoid robots.
USLAM 4.0 system
iteration and
optimization /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Upgrade to SLAM and
autonomous technology
We intend to improve the
deployment efficiency of
USLAM system in the real-life
application and reduce
operational and maintenance
costs of products equipped with
USLAM system.
Next generation
development of Walker
Humanoid robot application
scenarios
We intend to research on new
humanoid robot configurations to
achieve better coordination
between different technologies
and algorithms.
Commercial use scenarios
development for
Walker /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Humanoid robot application
scenarios
We intend to explore the
application of humanoid robots in
more commercial scenarios.
Next generation
large torque servo
actuators /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Upgrade to servo actuator We intend to upgrade our
large torque servo actuators
with the latest technologies and
achieve cost reduction
by exploring new large torque
servo control methods,
expanding our servo control
technology and improving our
servo performance, anti-
disturbance capabilities and
robustness.
BUSINESS
– 233 –


--- page 243 ---
(ii) Our smart service robotic products and services for application in different sectors
(a) Education smart robotic products and services
We plan to invest in the R&D in our education smart robotic products and services with a view to
maintain our leading position in the education smart robotic products and services industry and
expand the application of humanoid robots in this sector. Examples of smart robotic products and
services which we may develop and launch for our education smart robotic products and services
industry are as follows:
Name of proposed product Description
uSim /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100To further lower the entry barriers for AI and robotics
education, we are in the course of developing uSim ,a n
easy to use and accessible simulation creation platform
designed for AI and robotics education which allow
users to create, program, learn and interact our smart
robotic products such as uKit series in virtual worlds.
This allows users to apply their AI and robotic
programming skills before purchasing our physical smart
robotic products.
It provides 3D modeling materials, a realistic virtual
environment and interactive AI robot programming logic
that maps real-life environments, allowing teachers and
students to learn and experience AI and robotic
knowledge in virtual worlds without hardware.
In the world of uSim , the algorithmic programming of
uCode can simulate and drive the virtual robots to
exhibit AI recognition effects and logic, enabling
virtualised hardware AI experiments to be taught. uSim
supports virtualised programming and training, allowing
students to practice and challenge the topics and tasks in
uSim without hardware and venues.
Next generation education
platform /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
We intend to upgrade our AI smart education platform to
achieve digital teaching management. The upgraded
platform can enhance teaching and learning efficiency.
uKit Explore 3 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100An upgrade to our uKit Explore series with enhanced AI
computational power and multimodal configurations,
which includes designing additional robotic models to be
applied in the teaching of curriculums in relation to
different scenarios.
Next generation humanoid robot for
education /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
We intend to upgrade our humanoid Y anshee robot by
increasing its AI and motor capabilities to be applied in
various use scenarios in the education sector, which is
expected to enhance its capabilities and lifespan and
satisfy higher customer needs on humanoid robots.
BUSINESS
– 234 –


--- page 244 ---
(b) Logistics smart robotic products and services
We intend to enhance our existing products offerings of logistics smart robotic products and
services upon the advancement of our R&D capabilities, in particular, we intend to upgrade our
logistics smart robotic products and services with enhanced software platforms, information
security, enriched application scenarios and intelligence which may include the following products:
Name of proposed product Description
Next generation unmanned forklift
AMR /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
We intend to develop our next generation unmanned
forklift which integrates our technologies such as
AMR technology and positioning, navigation and
artificial intelligence technology. Such unmanned
forklift can achieve point-to-point materials handling.
It is expected that such unmanned forklift to have
high loading capacity.
Outdoor driverless logistics vehicles /H1100/H1100We intend to design an outdoor driverless logistics
vehicle for outdoor transportation of components,
semi-finished products and finished products in
outdoor industrial parks and open road scenarios.
Such outdoor driverless logistics vehicles is expected
to be able to achieve point-to-point delivery of
components, semi-finished products and finished
products in different outdoor scenarios as instructed.
It will consist of intelligent navigation and obstacle
avoidance algorithms and multi-directional radar and
computer vision technologies.
Next generation AMR robot /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We intend to develop next generation AMR robots
with improved performance, reliability and stability.
Such improved AMR robot will also consist of
various variations such as latent traction series, top
lifting and light lifting series.
(c) Other sector-tailored smart robotic products and services
General service smart robotic products and services. Our general service smart robotic products
refer to a wide array of smart robotic products that can be deployed in both indoor and outdoor
environments for various commercial and professional uses. To further expand the use scenarios for
our general service smart robotic products and services, we intend to enhance our existing offerings
of them upon the advancement of our R&D capabilities which we believe can allow us to expand
the scenarios of our general service smart robotic products and services.
Name of proposed product Description
Next generation general service smart
robotic products and services /H1100/H1100/H1100/H1100/H1100/H1100/H1100
We intend to develop next generation general service
smart robotic products such as commercial cleaning
robots series and delivery robots. The general service
smart robotic products will consist of universal
chassis that can be equipped with different upper
bodies to perform different functions.
Next generation inspection smart
robot /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
We intend to upgrade our inspection smart robots to
enable unmanned operations and provide it with
sufficient battery-life and other capabilities in order to
meet indoor and outdoor inspection and security
monitoring needs.
BUSINESS
– 235 –


--- page 245 ---
Wellness and elderly care smart robotic products and services. In order to address the challenges
faced by elderly care facilities, we began to launch our wellness and elderly care smart robotic
products and services in small batches and began to sell in the second half of 2022.
We intend to enhance our existing offerings of wellness and elderly care smart robotic products and
services upon the advancement of our R&D capabilities, including:
Name of proposed product Description
Next generation wellness and elderly
care smart cloud-based platform /H1100/H1100/H1100/H1100
We intend to upgrade our wellness and elderly care
smart cloud based platform, such as improving the
speed of information feedback from the platform and
management of emergency situations for the elderly.
Next generation walking assistance
smart robot /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
We intend to upgrade the function of our walking
assistance smart robot by providing more
rehabilitation functions for walking assistance. We
also intend to improve the hardware design and
algorithms so as to enhance the efficiency of robot
transitions between rehabilitation, walking and resting
modes.
Next generation companion smart
robot /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
We intend to further improve the responsiveness of
our companion smart robot so that it can provide
more interactions with users.
Next generation wheelchair smart
robot /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
We intend to upgrade functions including navigation
and mobility of our wheelchair smart robot so that it
can navigate autonomously in specific areas and
automatically avoid obstacles.
(d) Consumer-level robots and other hardware devices
We intend to enhance our existing offerings of consumer-level robots and other hardware devices
upon the advancement of our R&D capabilities, including:
Name of proposed product Description
Next generation vacuum
cleaner /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
We intend to upgrade our vacuum cleaner to
effectively and efficiently pick up debris, pet hair and
food crumbs from hard floors and carpets through its
increased strong suction capabilities and
autonomously detect household settings, plan cleaning
routes and navigate autonomously. With a mobile
application, users may be able to remotely check and
adjust cleaning routes, schedule cleaning in advance
and customize cleaning speed and power.
Pool cleaning robot /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our pool cleaning robot is expected to be used in the
cleaning and maintenance of domestic swimming
pools to remove small-sized debris or trash. It will
adopt a simple and easy-to-use wireless design and its
AI algorithms (e.g. intelligent navigation and path
planning algorithm) will improve its cleaning
efficiency and quality.
BUSINESS
– 236 –


--- page 246 ---
Name of proposed product Description
Lawn mower /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our lawn mower will be designed to allow effective
hands-free outdoor lawn mowing and can
autonomously navigate and plan routes outdoors and
identify parameters of the lawn, detect grass and
avoid obstacles and objects. It will be able to save
costs and increase efficiency compared to traditional
lawn mowers which require wired fences laid out
around the edge of the lawn, while users can also
remotely control and monitor our lawn mower.
Enhance our R&D infrastructure to improve our R&D capabilities and efficiencies
We believe that it is necessary to upgrade our R&D infrastructure to conduct more sophisticated
R&D projects and tests in order to facilitate our technological development process and Integrated
Product Development (IPD) model to enable our development of core technologies, products and
services which are compatible with the latest technological developments and customer needs. We
intend to upgrade our R&D infrastructure by (i) acquiring machinery, equipment and software, and
(ii) recruiting R&D personnel in relation to our existing R&D laboratories located at our R&D
institute in Shenzhen in order to enhance the R&D capabilities and efficiencies of such R&D
laboratories, thus sustain the ongoing refinement of our core technologies algorithms, hardware and
software platforms and maintain our established position in the smart service robotic products and
services industry. Such R&D laboratories include (i) motion planning and control laboratory, (ii)
servo actuator mechatronics technology laboratory, (iii) robot and AI R&D testing laboratory, (iv)
autonomous location and navigation technology laboratory, (v) visual perception and cognition
technology laboratory, and (vi) voice interaction technology laboratory.
Enhance brand awareness and market penetration
We intend to enhance our brand awareness and market penetration in the PRC and overseas by
establishing more regional offices, branch offices and showrooms across the PRC and overseas to
enhance our accessibility to end-users and receive feedback from potential customers.
Enhance PRC and overseas market presence. We intend to expand our sales network in the PRC
to facilitate better communication with and experience of customers and end-users of our products
and services by setting up regional offices and branch offices in various cities in the PRC. We
believe such efforts will increase our local brand awareness and enable us to strengthen our market
share in the smart service robotic products and services industry in the PRC. In particular, we plan
to expand our market presence in the overseas markets of the smart service robotic products and
services industry to further elevate our brand awareness and market penetration and establish
ourselves as a domestic and overseas provider of smart service robotic products and services.
Through the setting up of local and overseas showrooms, we intend to offer our existing and
potential customers opportunities to experience our smart service robotic products by participating
in demonstrations. While we can divulge information of our products to our existing and potential
customers through other channels such as social media, the showrooms allow our existing and
potential customers to physically examine and experience our products. We believe this is the most
direct way to promote the functions and capabilities of our products.
Future marketing endeavors. In addition, we intend to embark on future marketing endeavors
which may include other forms of advertising, including digital, traditional advertising or
participating in more AI or robotics-related events or seek collaboration with world renowned
brands and labels in order to take advantage of their well-known brand recognition as well as their
well-established customer base. During the Track Record Period, our sales team contributed to our
business by leveraging their marketing abilities to promptly identify potential business
opportunities in each sector and obtain up-to-date market intelligence and industry information,
BUSINESS
– 237 –


--- page 247 ---
thus enabling us to make well-informed business decisions and capture nationwide and worldwide
market in an efficient manner. Going forward, our sales and marketing team will continue to be an
important part of our Group to explore different use scenario across different sectors. Leveraging
on our commercialization capabilities in the smart service robotic products and services industry
and track record in continuously developing smart service robotic products and services that can be
used in various key industries, we believe that we will be able to continue to develop different use
scenarios in other sectors for our smart service robotic products and services, such as use scenarios
in relation to home service and medical surgery purposes.
As we expand our customer base and enhance exposure in the market, we also plan to promote the
concept of Robot-as-a-Service, or RaaS, by offering smart service robots as a subscription service
with content creation capabilities through human-robot interactions, to continuously increase
customer stickiness, in particular enterprise-level customers, and the penetration rate in our existing
markets. In particular, we strive to build a business ecosystem that encompass “hardware, software,
services and operations” to create more contents for end users. As such, we believe this can help
organizations resolve challenges in different use scenarios more efficiently and maintain continuous
adaption and improvement in content creation through service-based activities using smart service
robots. This in turn allows us to (i) understand the needs of our customers, (ii) to adapt to the
fluctuating market demands and conditions and (iii) adopt technical changes to the systems based
on the vast amount of user experience and feedbacks, in an adequate, effective and systemic way.
Further optimize our management and operational efficiency
We plan to improve our productivity and operational efficiency by upgrading our IT infrastructure
information system of our headquarters in Shenzhen through the purchasing of various systems such
as enterprise resource planning (ERP) system, product lifecycle management (PLM) system, human
capital management (HCM) system, customer relationship management (CRM) system and
warehouse management (WMS) system. Such upgrades cover various aspects of our key operational
activities and include supplier relations management, customer relations management, inventory
management, production management, human resources management, business intelligence
management, e-commerce platform management and R&D cycle period. We believe that upgrading
our information system can expedite our operational activities, increase the efficiency of our
business operations and various aspects of our key operational activities, and also help to minimize
mistakes caused by human error.
See “Future Plans and Use of Proceeds” for details of our future plans and use of proceeds.
OUR BUSINESS MODEL
Products and services offerings. We segment our products and services by their targeted use
scenarios and we generate our revenue in the following segments, namely (i) Enterprise-level
smart service robotic products and services which include (a) education smart robotic products
and services (our smart robotic products such as humanoid Y anshee, uKit and Jimu series
(education) and humanoid Alpha Mini (education), together with our AI education curriculum in the
form of robotic teaching kits, programming software and multimedia equipment); (b) logistics
smart robotic products and services (our logistics smart robotic products and services including
AGVs/AMRs, and automated storage and retrieval system (AS/RS) to our customers); and (c) other
sector-tailored smart robotic products and services (our Walker series, general service smart robotic
products and services such as Cruzr series and AIMBOT series, and wellness and elderly care smart
robotic products and services such as wheelchair smart robot (PathFynder)); and (ii) Consumer-
level robots and other hardware devices (our smart robots such as Jimu series (non-education)
and other hardware devices such as AiRROBO vacuum cleaner).
BUSINESS
– 238 –


--- page 248 ---
R&D. Our R&D strategy involves the following aspects (i) R&D on robotic and AI-related core
technologies based on industry demands and technological developments — this involves
incorporating robotic and AI technologies into our products and services to expand their
functionalities and to allow our products and services to accommodate the specific needs of the
different sectors; (ii) Conceptualization of core technologies based on customer requirements — the
customization and incorporation of our core technologies into our products and services to satisfy
the preferences and demands of our consumers; and (iii) Commercialization of our products and
services — the rigorous quality control and testing of our products to ensure their viability and
performance.
Core technologies. We built our success based on our full-stack robotic and AI technologies that
are consumer grade and mass market level covering robotic motion planning and control
technology, servo actuators, computer vision, voice interaction technologies, which together power
a number of integrated robotic and AI technologies (SLAM and autonomous technology, visual
servo operation and human-robot interaction), rounded out with and controlled through our Robot
Operating System Application Framework (ROSA). See “Our Core Technologies” below for details
on our core technologies.
Marketing initiatives. We adopt multi-faceted marketing initiatives to maintain and build
relationships with our existing and new partners and customers. Such marketing initiatives include
(i) engagement with customers through online social media, (ii) participating in exhibitions and
showrooms, (iii) participating in major national events and industry events; and (iv) sponsorships
of robotic and/or AI-related competition events. See “Marketing” below for details on our
marketing initiatives.
Tendering. For certain direct sales customers such as government educational bureaus, we source
new businesses mainly through tendering based on opportunities which arise as a result from our
marketing initiatives or publicly available information published by potential customers. See “Sales
— Our sales networks — Direct sales” below for details of our tendering process.
Sales channel. We distribute our products through a multi-faceted sales network across the world
including online and offline sales networks, which contribute to a broad customer coverage for
consumer-level robots and other hardware devices. Our sales channels comprise of (i) direct sales;
(ii) distributors which include (a) traditional distributors, and (b) online/offline hybrid distributors;
and (iii) sales through our self-operated online stores. See “Sales — Our sales networks” below for
details on our sales channel.
Production and our suppliers. Our R&D efforts are driven by our emphasis of the close
collaboration between our in-house R&D team and production team. We maintain self-production
process for some of our robotic and core components of our products that involve manufacturing
technology or serve strategic purposes at our self-owned and operated facilities in China with an
aim to achieve intelligent manufacturing. As of the Latest Practicable Date, we had seven
production facilities in operation. We also leverage contract manufacturers to produce certain
products, mainly including humanoid Alpha Mini and smart robotic appliances, to increase the
flexibility of our production capacity and optimize our production network. Our suppliers primarily
consist of (i) providers of raw materials and hardware, and (ii) subcontractors. See “Our Suppliers”
and “Production” below for details on the manufacturing process of our smart service robotic
products and services as well as our suppliers.
BUSINESS
– 239 –


--- page 249 ---
Our operational flow. Our business operations are driven by (i) customer demands of our products
and services and (ii) our R&D projects. Our operations management center is primarily responsible
for the overall operational planning as well as the informational flow across different business units
including our supply-chain center, production center, quality control center, R&D institutes and our
business sector departments. Under our operational structure, our operations management center
formulates production plan base on customer demand forecast. The production plan and relevant
information will be passed to our supply-chain unit for procurement planning based on the
availability of raw materials, and to our production unit for production arrangement based on the
available production capacity. Depending on the level of customer demand, finished products will
then be placed into our inventory storage or delivered directly to customers. They will only be
despatched for delivery to customers after passing our pre-despatch procedures. Our quality control
unit conducts robust quality control not only at the procurement, production and delivery stage but
also during the pre-production R&D and after-sales stages. The following diagram illustrates our
operational flow by way of a summary:
Industry trends and
customer demands
Business strategy and
technology R&D
Procurement Production
Warehouse
Customer
orders
Delivery of products and
services to customers
Production
Collection of
feedbacks
Sales
After-sales
service
R&D
Product
development
TenderingMarketing
(E.g. Exhibitions)
Customer demand
estimates
RESEARCH AND DEVELOPMENT
Our R&D philosophy
Our R&D philosophy is to develop the necessary core technologies in order to create a life-sized
humanoid robot with an aim to assist human-beings in performing every-day tasks. Our
R&D-centric product development strategy involves the following aspects: (i) R&D on robotic and
AI-related core technologies based on industry demands and technological developments: based on
the latest industry demands, technological developments, and long-term development trends in the
smart service robotic products and services industry, our in-house R&D team conducts R&D to
expand the available functionalities and business environments which our products and services are
compatible with to incorporate robotic and AI technologies into our products and services to
accommodate the specific needs of the different sectors; (ii) Conceptualization of core technologies:
based on customers’ requirements provided during preliminary discussions with our customers from
contract negotiations and feedback from the usage of our products and services, coupled with
extensive research and analysis, we will have a better understanding of the industry sector-specific
preferences and demands of the consumers of our products and services. Our in-house R&D team,
BUSINESS
– 240 –


--- page 250 ---
together with the respective sector departments, customize our core technologies to incorporate our
customized core technologies into our products and services to satisfy such requirements in a
cost-efficient manner and to provide the desired user experience to consumers; and (iii)
Commercialization of our products and services: throughout the deployment of the commercialized
core technologies in our products and services, our in-house R&D team works together with our
quality control team to conduct quality control and testing to ensure the viability and performance
of our products and services prior to their delivery to our customers. See “Our Core Technologies”
below for details on our core technologies which are deployed in our smart service robotic products
and services.
Our in-house R&D team and R&D institutes
Established since 2012, our in-house R&D team currently includes, but are not limited to, in-house
scientists, engineers and other employees who have obtained at least undergraduate robotic and/or
AI-related degrees and been involved in our product and technology development during the Track
Record Period, consisted of a total of 717 employees as at June 30, 2023, and is led by Dr. Xiong
Y oujun (PhD degree in Mechanical Design and Theory, with around 18 years of R&D experience
mainly in robotic engineering for the design, operation and performance of robotic mechanism
components or systems), Dr. Tan Huan (PhD degree in Electrical Engineering, with around 20 years
of R&D experience mainly in AI technologies such as robotic cognition, learning and behaviour and
core algorithms including visual servo, data dimensionality reduction and spatiotemporal data
modeling), Dr. Pang Jianxin who holds a PhD degree in Signal and Information Processing, with
around 15 years of R&D experience mainly in AI technologies such as computer vision and
perception, integration of robots to Internet of Things (IoT), and human-computer interaction
(our vice president and executive R&D director) and Dr. Huang Dongyan (PhD degree in Physics
and Metrology, with around 26 years of R&D experience mainly in AI technologies such as signal
and information processing, in particular in relation to effecting digital emotion and behaviour
processing during human-computer interaction), all of which have expertise in robotic and
AI-related areas such as method, equipment (including servo actuators), mediums and terminal
settings for robotic motion planning and control as well as algorithm and devices for scene, facial,
gestures, poses and obstacles detection and recognition and route planning. Through close
cooperation between our in-house R&D team, our different sector departments and other teams such
as supply-chain, quality control and intellectual property teams, we have been able to generate
ideas, create new smart service robotic concepts, develop new smart service robotic products and
services, and improve, redesign or reformulate existing robots and related software during the Track
Record Period.
In addition, our in-house R&D institutes focus on conducting the most complex R&D on potential
new technologies, in particular software algorithms in the robotic and AI-development fields. We
have three in-house R&D institutes located in Shenzhen, Beijing, and Los Angeles for our R&D
efforts in relation to the development of our smart service robotic products and services and smart
service robots-related core technologies.
Our in-house R&D team also works with professors, researchers and inventors from established
tertiary institutions in China through collaboration. They also have long-standing working
relationships with several national educational facilities, which enhance our internal R&D
capabilities. We have established two joint laboratories in Shenzhen by collaborating with Shenzhen
University and South China University of Technology, respectively. During the Track Record
Period, we collaborated with Southern University of Science and Technology and Shanghai Jiao
Tong University in relation to certain robotic and/or AI-related R&D works.
BUSINESS
– 241 –


--- page 251 ---
The salient terms of the four aforementioned collaboration agreements entered into between our
Group and the relevant tertiary institutions during the Track Record Period are as follows:
Terms Description
Duration /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Laboratories: Three years to establish.
R&D projects: One month to six months.
Scope of works /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100R&D in relation to (i) smart services robots or (ii) related
robotic and/or AI technologies.
Responsibilities of parties /H1100/H1100/H1100/H1100/H1100Based on the negotiations between the parties, the parties
are generally required to:
 participate in the R&D works;
 provide employees and/or training;
 provide R&D equipment and software;
 provide technical support; and/or
 provide financial support to R&D works.
Payment of fees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We are generally required to pay the R&D expenses in
relation to our collaboration with educational institutes.
Ownership of intellectual
property /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Governed by contractual terms to protect our Group from
potential competition and disputes on the R&D results co-
developed, which are generally co-owned by the parties and
with license to use result, except that both parties are
generally allowed to further enhance or innovate the
relevant intellectual property(ies) on its own and such new
intellectual property(ies) will belong to the innovating
party(ies). Both parties are also restricted from transferring
the intellectual property(ies) to third parties without prior
consent from the other party. Our Directors confirm that we
did not have any potential competition, disputes or any
other pending legal proceedings of intellectual properties
with the relevant tertiary institutions during the Track
Record Period and up to the Latest Practicable Date.
Confidentiality obligation /H1100/H1100/H1100/H1100/H1100/H1100Parties generally undertake not to disclose or use
confidential information of the other party.
Dispute resolution /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Parties shall endeavor to resolve any issues arising from
the agreement via negotiation, and will seek resolution at
the PRC courts or Shenzhen International Arbitration Court
if such issues remain unsolved.
BUSINESS
– 242 –


--- page 252 ---
Our technology development process
Our technology development process involves a development framework in which factors such as
technology developments and possible use scenarios are taken into consideration.
The diagram below sets out the principal steps which we generally follow in our technology
development process from initial R&D and conceptualization all the way to commercialization:-
Prevailing
technologies
Industry trends and
developments
Identify in-demand technologies
Prepare concept proposal
CONCEPTUALIZATION
 TRIAL AND VALIDATION
Commence R&D project
Conduct trials
Fine-tune technology demo
Application of technology
demo to actual products
COMMERCIALIZATION
Review by project and R&D teams
Review by R&D team
NO
NO
NO
YES
Closing review by R&D team
YES
Deployment to our integrated
product development process
Mass production
Quality control
Set-up technology
development team
 R&D and Conceptualization — We start our technology development process by first
conducting in-depth research on the prevailing technologies, industry trends and technology
developments. Upon identifying a potential R&D area, we then proceed to the
conceptualization phase where, building on our research findings on the broader industry
needs, we further analyze the preferences at the sector-specific and end-user levels for us to
prepare a preliminary concept proposal. The proposal will then be reviewed and vetted by our
in-house R&D team, which will then decide whether to proceed with the proposed R&D
project.
 Trial and V alidation — Once the proposed R&D project has been approved, a dedicated
technology development team will be established to implement the project, which will start
conducting relevant trials to test and optimize the concept. The team leaders of the project
departments and testers of our in-house R&D team will then review the trial results and decide
whether further trials are necessary before proceeding. Upon completing the initial trials, the
team will proceed to validate the concept by applying the technology demonstration to our
actual products and services for testing, after which our in-house R&D team will conduct a
closing review and decide whether the technology demonstration should be further fine-tuned
or is ready to be deployed.
 Commercialization — After passing the trial and validation stage, the newly developed
technologies will serve as a deployable resource of our Group, which will be utilized in our
products during our integrated product development process. Our in-house R&D team will
also work together with our quality control team to conduct quality control and testing to
ensure that the products and services are suitable for mass production and delivery to
customers.
Our integrated product development process
Our product development process follows the Integrated Product Development (“IPD”) model
which consists of six phases including (i) strategic planning, (ii) conceptualization, (iii) initiation
preparation, (iv) design and testing, (v) mass production and product launch, and (vi) post-launch
life cycle. We involve not only our in-house R&D team, but also relevant personnel from our
finance, supply-chain, quality control, intellectual property and customer services teams throughout
our product development process where necessary.
The following diagram illustrates the steps we generally follow in each of the development
phases:—
BUSINESS
– 243 –


--- page 253 ---
1. Strategic planning 2. Demonstration 3. Initiation preparation
6. Post-launch life cycle 5. Mass production and
product launch
4. Development and validation
Market research
Identify needs and
strategies
Vetting of preliminary
proposal
Establish PDU
Development of
product prototype
Vetting of product needs
and system design
Feasibility analysis
Finalize product
development
proposal
Design vetting
EVT and DVT trials
and vetting
Pilot-runs
Mass production
Product launch
Operation and
maintenance
End of product life cycle
Initiation vetting
Product design
OK
OK
OK
OK
 Strategic planning — Our product development exercises are also led by our in-house R&D
team. We start the process by first conducting research on market demands, customer
preferences, technology requirements and the competitive environment so as to identify the
market needs and devise an overall product development strategy. A preliminary product
development proposal will be prepared and submitted to our product decision committee for
vetting based on its feasibility and marketability.
 Demonstration — If the proposal passes the preliminary vetting stage, a product development
unit (“ PDU”) will be established to conceptualize the new product for demonstration to
determine the needs which our product may seek to address together with its design,
production process, assessment and specifications, and draw up a production system
framework, which will be further vetted by our product decision committee before proceeding
to develop the product prototype for demonstration.
 Initiation preparation — Once the product prototype is available, the PDU will proceed to
conduct further feasibility analysis on the product prototype in order to finalize the product
development proposal. The finalized product development proposal will then be approved for
execution by the PDU.
 Development and validation — After the approval of the initiation, we will proceed to
particularize the product design based on the prototype and conduct engineering verification
tests (“ EVT”) in order to ensure that the hardware and software of a product are capable in
enabling the product to fulfill the functional requirements from an engineering perspective as
well as design verification tests (“ DVT”) to perfect tools and techniques necessary for
consistent production and ensuring a product meets cosmetic and environmental requirements
during mass production. The results from the EVT and DVT will also be reviewed by the
product decision committee.
 Mass production and product launch — Following the EVT and DVT processes, a pilot run
will take place where a small batch of the product will be produced in order for us to confirm
the operational flow of the production including details such as production time and
production capacity. The production verification results will also be signed off by the product
decision committee. Afterwards, we will proceed to mass production and eventually launch
the product to the market.
BUSINESS
– 244 –


--- page 254 ---
 Post-launch life cycle — Following the product launch, we continue to provide maintenance
services for the end-users of our products in accordance with our terms and conditions. The
feedbacks from customers and end-users as well as general market reception about the
newly-launched products will serve as an important source of information for us to consider
any further new product development exercises in the future.
Depending on the needs and requirements of specific projects under our technology development
process and integrated product development process, we may also involve third parties such as
testing agents, raw material suppliers and contract manufacturers throughout the different stages of
our R&D process in order to achieve mutual benefits from the sharing of resources and know-how.
Our projects portfolio during the Track Record Period
As at the Latest Practicable Date, (i) our Group had 14, 18 and 79 smart service robotic products
which were in the conceptual, R&D and commercialization stages, respectively, and (ii) 64 out of
the 143 smart service robotic products which were in commercialization stage during the Track
Record Period and up to the Latest Practicable Date have either passed their respective product
lifecycle and/or were no longer manufactured. Among the aforementioned 64 smart service robotic
products which have either passed their respective product lifecycle and/or were no longer
manufactured, (i) the majority of them were consumer-level robots and other hardware devices or
education smart robotic products and (ii) some of the products were replaced by either an upgraded
version or a new version. Our Directors believe that this demonstrates that we have a stable pipeline
of smart service robotic products and services to cater to the functionalities and performance
requirements of our customers for use scenarios in different sectors. Based on our Directors’
experience, (i) the estimated time range required to commence R&D from conceptual stage, (ii) the
estimated time range required to achieve commercialization from R&D stage and (iii) the estimated
product life cycle range of commercialized products generally range from one month to 16 months,
two months to 12 months and one year to six years, respectively.
The following table sets forth a summary of the portfolio of our Group’s products under the
conceptual, R&D and commercialization stages for each of the business segments and humanoid
service robots (Walker) of our Group during the Track Record Period and up to the Latest
Practicable Date:
Conceptual stage (1) R&D stage (2)
Commercialization
stage (3)
(Estimated time range
required to commence
R&D from conceptual
stage
(4))
(Estimated time range
required to achieve
commercialization
from R&D stage
(4))
(Estimated product life
cycle range of
commercialized
products
(4))
Education smart
robotic products and
services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Four products,
including (i) upgraded
education smart
robotic products and
(ii) new education
platforms
(three to 12 months)
Two upgraded
education smart
robotic products
(two to
12 months)
73 products, including
education smart
robotic products,
education
curriculums,
education platforms,
education software
tools and others
(two to six years)
Logistics smart
robotic products and
services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
One new logistics
smart robotic product
(approximately
six months)
Two upgraded
logistics smart robotic
products
(five to
seven months)
Three products,
including logistics
smart robotic products
and logistics
management system
(three to five years)
BUSINESS
– 245 –


--- page 255 ---
Conceptual stage (1) R&D stage (2)
Commercialization
stage (3)
(Estimated time range
required to commence
R&D from conceptual
stage
(4))
(Estimated time range
required to achieve
commercialization
from R&D stage
(4))
(Estimated product life
cycle range of
commercialized
products
(4))
General service smart
robotic products and
services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
One new general
service smart robotic
product
(approximately
three months)
Three new general
service smart robotic
products
(two to nine months)
11 products, including
general service smart
robotic products and
robotic management
platform system
(three to six years)
Wellness and elderly care
smart robotic products
and services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Six products,
including (i) new and
upgraded wellness
and elderly care smart
robotic products and
(ii) upgraded smart
cloud-based platform
(five to 16 months)
Four new wellness
and elderly care smart
robotic products
(five to nine months)
Four products,
including wellness
and elderly care smart
robotic products and
smart cloud-based
platform
(approximately
three years)
Consumer-level robots
and other hardware
devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
—
(5)
(two to six months)
Five new and
upgraded consumer-
level robots and other
hardware devices
(two to 10 months)
48 consumer-level
robots and other
hardware devices
(one to six years)
Humanoid service robots
(Walker) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Two new models of
Walker series robots
(one to four months)
Two new models of
Walker series robots
(three to 12 months)
Four models of
Walker series robots
(three to five years)
Notes:
(1) “Conceptual stage” means the conducting of any preliminary works prior to the formal establishment of a specific
R&D project, including but not limited to (i) market research and feasibility studies, (ii) identification of customer
needs and preferences; and (iii) product specification and requirement exploration and discussions.
(2) “R&D stage” means the formal establishment, implementation and up until the completion of a specific R&D project
in relation to a product.
(3) “Commercialization stage” means the completion of the specific R&D project and the commencement of mass
production and launch of the relevant product.
(4) “Estimated time range required to commence R&D from conceptual stage”, “Estimated time range required to achieve
commercialization from R&D stage” and “Estimated product life cycle range of commercialized products” are for
illustrative purpose only and are estimated based on our Directors’ and our Group’s R&D team experience and with
reference to existing and historical products of our Group which are from the same business segment as, are similar
in nature to and/or utilize similar core technologies as the relevant product of the R&D project.
(5) There are currently no products in the product portfolio in relation to the “Conceptual” stage of the relevant business
segment of our Group as of the Latest Practicable Date.
Our R&D achievements and investments
We incurred R&D expenses of RMB428.8 million, RMB517.1 million, RMB428.3 million,
RMB205.0 million and RMB224.3 million in FY2020, FY2021, FY2022, 6M2022 and 6M2023,
respectively, accounting for 57.9%, 63.3%, 42.5%, 72.3% and 85.9% of our total revenue during the
respective years/periods. Our R&D capabilities have been widely recognized by the smart service
robotic products and services industry. During the Track Record Period, we have won more than 140
technology awards, honorary qualifications and recognitions, the highlights of which include (i)
The 9th Annual Capek Award for Brand Excellence (೐ᆤ) by the China
Mechatronics Technology Application Association in May 2023 for the Group’s contribution to the
promotion of the healthy and sustainable development of China’s robotics industry; (ii) Bronze
Award in the MedTech category in the “2023 Edison Awards” in April 2023 for the excellence in
new product and service development, marketing, human-centered design and innovation in relation
BUSINESS
– 246 –


--- page 256 ---
to our wellness and elderly care smart robotic products and services for nursery homes; (iii) First
Prize for our “Autonomous navigation and operation of robots based on natural interaction” project
from the China Association of Inventions in October 2022; (iv) First Prize of Science and
Technology Progress of Guangdong Province in 2021 by the People’s Government of Guangdong
Province, China; and (v) the Leaderobot 2020 China Robotics Science Leadership Award (2020 ϋ
ኪˏჯᆤ) by the Leaderobot Expert Review Committee. See “Awards and
Recognition” below for further details. We also believe that our participation in the formulation of
national and international industry standards as well as our wealth of robotic and AI-related
intellectual property rights demonstrate our established position in the industry, which can further
enhance our reputation and brand image in the smart service robotic products and services industry.
See “Research and Development — International and national industry standard formulation” and
“Intellectual Property” below for further details. Furthermore, as a testament to our R&D efforts
and results, we have also successfully developed and commercialized more than 150 robotic and AI
technologies that are consumer grade and mass market level and utilized them in more than 140
different types of smart service robotic products, which can be used in a wide range of use
scenarios. See “Our Products and Services” below for further details.
Circumstances leading to high R&D costs during the Track Record Period
Our R&D costs remained high throughout the Track Record Period because our R&D efforts are
continuous and ongoing as our smart service robotic products and services are subject to
enhancements and upgrades due to technological advancements and changes in customer
preferences. The following R&D phases since our establishment in 2012 took place accumulatively
and continuously. As such, the R&D expenses incurred in each of the following phases have
experienced a significant increasing trend since our Group’s establishment. The following sets forth
a summary of the different phases which our Group experienced in relation to our
commercialization of humanoid service robots:
1. Early-stage mini-sized humanoid robots (2012 to 2015): According to Frost & Sullivan, AI
technologies were at a formative stage at around 2012 and the underlying technologies and
equipment in relation to AI technologies, such as AI-empowered deep learning, have yet to be
fully developed sufficiently to display measurable results. During this period, our Group
mainly focused on the R&D of robotic technologies, such as servo actuators, and their
utilization in early-stage robotic products of our Group for the purpose of building up our
stack of robotic technologies for our Group to facilitate the future development of humanoid
service robots. The total R&D expenses incurred during this period were approximately
RMB20.6 million, and we launched several products such as Alpha 1.
2. Smart service robotic products for various use scenarios (2016 to 2019): As AI-
empowered smart service robotic products and services began to gain prominence in the smart
service robotic products and services industry and experienced an increase in consumer
demand at around 2017 according to Frost & Sullivan, apart from continuously developing our
robotic technologies, our Group also commenced R&D on and development of our stack of AI
technologies, such as computer vision, to complement our robotic technologies and to further
enhance the quality and functionalities of the smart service robotic products and services of
our Group, which resulted in the development of various humanoid service robots such as (i)
humanoid Y anshee for educational purposes in 2018 and (ii) the first generation Walker for
general services purpose in 2018. The total R&D expenses incurred during this period were
approximately RMB745.6 million.
3. Deployment and commercialization of humanoid robots in smart service robotic products
and services (2020 to 6M2023): Leveraging on the accumulation of full-stack robotic and AI
technologies and experience mentioned above, our Group further expended significant
resources to develop and commercialize humanoid robot models and successfully incorporated
our humanoid service robots into our smart service robotic products and services offerings in
order to be used in different use scenarios in existing and new sectors to enhance the
value-adding proposition of the products and services offerings of our Group, such as (i)
combining AI education curriculums and AI smart education platform with humanoid Y anshee
and humanoid Alpha Mini (education) for educational purposes and (ii) incorporating our
BUSINESS
– 247 –


--- page 257 ---
Group’s Walker series humanoid robots into our Group’s smart service robotic products and
services offerings. R&D expenses incurred also increased significantly during the Track
Record Period since our Group conducted R&D in relation to each of our four major business
segments during the Track Record Period, as opposed to conducting R&D for fewer business
segments prior to the Track Record Period. The total R&D expenses incurred during this
period were approximately RMB1.6 billion.
Furthermore, due to current robotic and AI technologies in the industry being unable to fulfil all
consumer demands in terms of functionalities and performance requirements in relation to smart
service robots and have yet to achieve complete human-resembling motor capabilities and
perceptual and cognitive intelligence according to Frost & Sullivan, our Directors are of the view
that it is necessary to expend continuous significant R&D efforts in relation to the enhancement,
upgrade and development of core technologies, smart service robotic products and services of our
Group to keep abreast of the latest technological advancements in order to meet consumer demand
and maintain the competitiveness of our Group’s smart service robotic products and services (in
particular for technologies in relation to humanoid service robots due to their higher technological
requirements) in terms of technological standards, functionalities, customer experience, and cost
effectiveness to compete for and maintain a strong market position in the smart service robotic
products and services industry in the PRC.
Governmental recognition of our R&D capabilities
As recognition of our R&D capabilities in robotics and AI technologies and the development and
commercialization of the related products and services, we have applied and obtained approval for
14 government-supported R&D projects during the Track Record Period. The assignment of such
R&D projects by the relevant government entities generally involves a selection process based on
criteria such as (i) scale of operations, (ii) technological and R&D capabilities, (iii) functionalities,
specifications and use scenarios of products and services, and (iv) market reputation of participants.
The participating entity will be incentivized to conduct R&D in the relevant field by the financial
support granted by the relevant government entity in the form of monetary grants.
The following table summarizes the key government-supported R&D projects that we have
undertaken as the responsible party during the Track Record Period:
No. Term Project name Description
Cooperation institution
/authority
1. January
2021 to
December
2024
Research on and
demonstration
application of key
technologies for bionic
perception, learning,
operation and multi-
robot intelligent
collaboration ( ͷ͛ช
eኪ୦eЪุʿεዚ
ኜɛ౽ঐ՘ΝᗫᒟҦஔ
ӺʿͪᇍᏐ͜)
National Natural
Science Foundation’s
project (ኪ
ධͦ) aiming to
enhance practical
applications of multi-
robot intelligent
coordination
National Natural
Science Foundation of
the PRC (ኪ
ึ)
2. 2017 to
2020
Industrialization of
high-end intelligent
robotic products ( ৷၌
ପุʷ)
National Development
and Reform
Commission’s key pilot
project of AI
innovation and
development in 2018
(೯ҷ։2018 ϋɛʈ
ɽ
ʈ೻)
National Development
and Reform
Commission of the
PRC (೯ҷ։)
BUSINESS
– 248 –


--- page 258 ---
No. Term Project name Description
Cooperation institution
/authority
3. November 1,
2019 to
October 31,
2022
Research on and
application of the key
technology of human-
robot interaction in
cross-media perception
(ɛዚ
ӺၾᏐ
͜)
Key Area Research and
Development Program
of Guangdong Province
(ࠇ
೥ධͦ) aiming to
enhance the interaction
between humans, robots
and the surrounding
environment
Department of Science
and Technology of
Guangdong Province
(ኪҦஔᝂ)
During the Track Record Period, we have also established and/or operated seven R&D laboratories
with the support of local institutions and authorities in order to pool our R&D capabilities and
efforts together to achieve developments in the smart service robotic products and services industry
as a common goal. Depending on the terms of the agreements, the government bureaus may allocate
funds to us for the establishing and operating of and/or grant official approval in relation to our
R&D laboratories. With more resources from the government bureaus and/or their official approvals
in relation to our R&D laboratories, our R&D capabilities are recognized by the relevant
government bureaus and we can also enhance the quality and scale of our R&D efforts with the
additional resources while we expand our R&D capabilities and develop a wider range of
technology applications and tools.
The following table sets out the key R&D laboratories that we have established and/or operated with
the support of local institutions or authorities during the Track Record Period:
No. Date of approval Platform name Description
Cooperation
institution
/authority
1. 15 December
2021
Intelligent Robot
Research Institute of
UBTECH ROBOTICS
CORP LTD ( ଉέ̹Ꮄ
ʮ̡
Ӻ৫)
To research and
develop core
technologies and
their applications,
enhance algorithm
of servo actuators
and improve the
design of humanoid
robots, and nurture
technology talents
and enhance our
overall innovative
skills
Shenzhen
Science and
Technology
Innovation
Commission
(௴։)
2. 3 November
2021
UBTECH Robot
Industrial Design
Center ( Ꮄ̀፯ዚኜɛ
ʕː)
To improve our
overall product
design abilities with
an aim to promote
the standard in the
industry
Ministry of
Industry and
Information
Technology of
China
(௅)
BUSINESS
– 249 –


--- page 259 ---
No. Date of approval Platform name Description
Cooperation
institution
/authority
3. 8 January 2021 Shenzhen Research
Institute of
Engineering
Technology of Human-
robot Interaction for
Service Robot ( ଉέ̹
ਕዚኜɛ౽ঐዚʹʝ
Ӻʕː)
To promote the
technological
progress of our
Company and
improve our overall
technological
innovation ability
and enhance our
ability to transform
R&D projects into
commercial
products
Shenzhen
Science and
Technology
Innovation
Commission
(௴։)
4. 1 January 2020 Guangdong Provincial
Key Laboratory of
Robot Positioning and
Navigation Technology
(Зኬ
ᓃྼ᜕
܃)
To improve the
navigation
technology
including its
precision and
capability
Department of
Science and
Technology of
Guangdong
Province
(ኪҦஔ
ᝂ)
International and national industry standard formulation
As an established provider in the smart service robotic products and services industry in the PRC,
we have participated in the formulation of national and international industry standards during the
Track Record Period. The following table sets out some of the key industry standards that we have
been involved in the formulation of and which are still in effect during the Track Record Period:
No. Standard code Standard name
Date of
issuance
Date of
implementation Issuing authority
1 GB/T 41527-
2022
General safety
requirements for
household and
similar service
robots (͜ձᗳ
ਕዚኜ
Ӌ)
July 11,
2022
July 11, 2022 State Administration
for Market
Regulation of the
PRC, Standardization
Administration of the
PRC (̹ఙ္ຖ
࢕
ึ)
2 GB/T 40013-
2021
Service robot –
Electrical safety
requirements and
test methods (؂
ਕዚኜɛཥंτ
Ӌʿ಻༊˙
ج)
April 30,
2021
November 1,
2021
State Administration
for Market
Regulation of the
PRC, Standardization
Administration of the
PRC (̹ఙ္ຖ
࢕
ึ)
BUSINESS
– 250 –


--- page 260 ---
No. Standard code Standard name
Date of
issuance
Date of
implementation Issuing authority
3 GB/T 39785-
2021
Service robot –
Mechanical
safety assessment
and test method
(ਕዚኜɛዚ૛
τΌ൙Пၾ಻༊
ج)
March 9,
2021
August 1,
2021
State Administration
for Market
Regulation of the
PRC, Standardization
Administration of the
PRC (̹ఙ္ຖ
࢕
ึ)
4 GB/T 38124-
2019
Performance test
methods for
service robots
(ঐ
ج)
October 18,
2019
March 1,
2020
State Administration
for Market
Regulation of the
PRC, Standardization
Administration of the
PRC (̹ఙ္ຖ
࢕
ึ)
5 GB/T 38244-
2019
General
principles of
robot safety ( ዚ
ۆ)
October 18,
2019
May 1, 2020 State Administration
for Market
Regulation of the
PRC, Standardization
Administration of the
PRC (̹ఙ္ຖ
࢕
ึ)
OUR CORE TECHNOLOGIES
Our R&D engine, comprised of our (i) robotic technologies; (ii) AI technologies that are consumer
grade and mass market level; and (iii) integrated robotic and AI technologies enables us to introduce
robots with three major characteristics that correspond to the functions of a human being’s body
(joint movement), brain (perception) and cerebellum (motion planning and control). Our technology
advancement is utilized in our products and services through our self-developed ROSA robotic
application framework.
Our self-developed full stack of modularized robotic and AI technologies that are consumer grade
and mass market level function as building blocks for adaptation and application in a range of
enterprise-level and consumer-level scenarios, which lead to a wide range of product portfolio
across various industries including education, logistics, wellness and elderly care.
BUSINESS
– 251 –


--- page 261 ---
According to Frost & Sullivan, we are one of the few companies in the world that simultaneously
masters and fully integrates core technologies and algorithms. In particular, in relation to our
humanoid robots, we will continue to strive to enhance our smart service robots in order to achieve
human-resembling motor capabilities and perceptual and cognitive intelligence. The following chart
illustrates the details of our internally developed (i) robotic technologies, (ii) AI technologies that
are consumer grade and mass market level, (iii) integrated robotic and AI technologies, and (iv)
ROSA:
/gid00034/gid00015/gid00042/gid00015
/gid00053/gid00038/gid00036/gid00041/gid00047/gid00048/gid00045/gid00048/gid00040/gid00042/gid00038/gid00052

/gid00036/gid00078/gid00076/gid00079/gid00084/gid00083/gid00068/gid00081/gid00001/gid00085/gid00072/gid00082/gid00072/gid00078/gid00077
/gid00055/gid00078/gid00072/gid00066/gid00068/gid00001/gid00072/gid00077/gid00083/gid00068/gid00081/gid00064/gid00066/gid00083/gid00072/gid00078/gid00077/gid00001
/gid00051/gid00078/gid00065/gid00078/gid00083/gid00072/gid00066/gid00001/gid00076/gid00078/gid00083/gid00072/gid00078/gid00077/gid00001/gid00079/gid00075/gid00064/gid00077/gid00077/gid00072/gid00077/gid00070/gid00001
/gid00064/gid00077/gid00067/gid00001/gid00066/gid00078/gid00077/gid00083/gid00081/gid00078/gid00075/gid00001
/gid00051/gid00048/gid00035/gid00048/gid00053/gid00042/gid00036/gid00052
/gid00053/gid00038/gid00036/gid00041/gid00047/gid00048/gid00045/gid00048/gid00040/gid00042/gid00038/gid00052
/gid00052/gid00045/gid00034/gid00046/gid00001/gid00007/gid00001/gid00077/gid00064/gid00085/gid00072/gid00070/gid00064/gid00083/gid00072/gid00078/gid00077/gid00001
/gid00055/gid00072/gid00082/gid00084/gid00064/gid00075/gid00001/gid00082/gid00068/gid00081/gid00085/gid00078/gid00001/gid00078/gid00079/gid00068/gid00081/gid00064/gid00083/gid00072/gid00078/gid00077/gid00001/gid00064/gid00077/gid00067
/gid00041/gid00084/gid00076/gid00064/gid00077/gid00014/gid00081/gid00078/gid00065/gid00078/gid00083/gid00001/gid00072/gid00077/gid00083/gid00068/gid00081/gid00064/gid00066/gid00083/gid00072/gid00078/gid00077/gid00001
/gid00042/gid00047/gid00053/gid00038/gid00040/gid00051/gid00034/gid00053/gid00038/gid00037
/gid00053/gid00038/gid00036/gid00041/gid00047/gid00048/gid00045/gid00048/gid00040/gid00042/gid00038/gid00052
/gid00052/gid00068/gid00081/gid00085/gid00078/gid00001/gid00064/gid00066/gid00083/gid00084/gid00064/gid00083/gid00078/gid00081/gid00082
/gid00051/gid00048/gid00052/gid00034
/gid00051/gid00078/gid00065/gid00078/gid00083/gid00001/gid00048/gid00079/gid00068/gid00081/gid00064/gid00083/gid00072/gid00077/gid00070/gid00001/gid00052/gid00088/gid00082/gid00083/gid00068/gid00076
/gid00034/gid00079/gid00079/gid00075/gid00072/gid00066/gid00064/gid00083/gid00072/gid00078/gid00077/gid00001/gid00039/gid00081/gid00064/gid00076/gid00068/gid00086/gid00078/gid00081/gid00074
Robotics technologies
Our core robotic technologies include our servo actuators (functioning as joints of our smart service
robots) and motion planning and control. These robotic technologies are essential and fundamental
to smart service robots in support of the mobility and performance of our smart service robotic
products.
Servo actuators


Torgue motor Servo controller
Servo controller algorithm Double-loop
position
detection

Reducer
Large torque servo actuators
Servo controller algorithm
Motor
Clutch
Gear reducer
Small and medium torque servo actuators
BUSINESS
– 252 –


--- page 262 ---
Overview. Our self-developed servo actuators, the joints of robots, are key hardware to the
development of control and motion capabilities of our robots. Servo actuator consists of motor,
servo controller, servo control algorithm, reducer, sensor and other components. Servo control
algorithm, as the built-in core control software of servo actuator, calculates and controls the electric
current, speed, position and other variables of the motor according to the various real-time motion
commands transmitted by the motion control module, and simultaneously feeds back relevant
parameters and information to the motion control module, hence closed-loop control of servo
actuators can be achieved. We design and manufacture our servo actuators with different torques so
that they can be applied to our smart service robots of various shapes and sizes for application in
different industries. With our servo actuators, our smart service robots can perform diverse and
precise movements including human-like movements, having up to 41 degrees-of-freedom through
41 servo actuators and grasping objects in different shapes and sizes. We are proud of our ability
in developing servo actuators ranging from small torque of 0.2Nm to large torque of 200Nm, which
enable smart service robots of different sizes, specification and functionalities to perform joint
movements for the purpose of different use scenarios. According to Frost & Sullivan, we have
achieved the capabilities to mass produce small torque to large torque servo actuators with a torque
ranging from 0.2Nm to 200Nm. With a wide range of servo actuators, our humanoid robots are
capable of performing a variety of movements and can manipulate objects, such as drawing, shaking
hands and opening doors.
Related technologies. Our servo actuators are classified into (i) small to medium torque servo
actuators with a torque of 0.2Nm to 8Nm and are used in motion joints (e.g. legs, arms, hands and
necks) of our small and medium-sized smart service robots; and (ii) large torque servo actuators
with a torque of 15Nm to 200Nm and are used in our large-sized robots such as Walker. The key
technologies embedded in our servo actuators include technologies such as (i) for small torque
servo actuators: brush and brush-less servo control algorithms; and (ii) for large servo actuators:
high-density frameless torque motor, dual position encoder, harmonic reducer and high-
performance processing controller. In addition, to support the high-level performance of our servo
actuators and enhance the reliability of our smart service robots, we have designed and developed
Serial Elastic Actuator to reduce the damage to the servo actuators caused by external force, as well
as to uplift the precision of control of robots.
Robotic motion planning and control
Overview. Robotic motion planning and control is the core key technology in humanoid robots,
which refers to the real-time control and management of the position, speed and force of mechanical
moving parts to facilitate movement in accordance with the expected motion trajectory and the
specified motion parameters.
Related technologies. The following are the key related technologies of our robotic motion planning
and control technology:
1. Gait planning and control algorithm: The gait planning and control algorithm facilitates
walking by footed robots by enabling gait planning and balance control. Gait planning is based
on a virtual robot model and realizes the planning of robot walking, going up and down stairs,
jumping and other functions through both online and offline means; whereas balance control
allows robots to walk on complex surfaces against potential disturbances, while improving the
stability, robustness and environmental self-adaptability of the robot in the walking process.
Walking up and
down stairs
Kicking ball Stable walking
BUSINESS
– 253 –


--- page 263 ---
2. Stability control algorithm
In order to improve motion stability of our humanoid robots, we have incorporated our
stability control algorithm into our humanoid robots and have enabled them to achieve the
following stability control capabilities:
 Push-recovery ability: In the event of impact by external forces our smart service robots
are capable of correcting its step frequency and landing point during its motion, so that
our smart service robots maintain equilibrium when disturbed by external forces and
their walking stability is enhanced.
 Single-leg balancing ability: By realizing the ability of single-leg balancing, our smart
service robots will not be easily pushed down despite standing on a single leg, have very
strong stability and can perform series of different movements.
 Dynamic balance ability: Based on our force control scheme, we adopted force and
position hybrid control algorithm that enable our robots to keep balance on unstable
earth slope and surface.
BUSINESS
– 254 –


--- page 264 ---
3. Flexible control algorithm
We have developed our own flexible control algorithm which combines teleoperation with
dual-arm force control technology to enable flexible and safe human-robot interaction.
Safe interaction between smart service robots and human-beings
According to Frost & Sullivan, (i) robotic motion planning and control (including gait
planning, stability control and flexibility control) is essential to the realization of motion
intelligence and has been a major challenge for market participants to surmount in the
commercialization of large-scale humanoid service robots; and (ii) we are one of the few
companies in the world that simultaneously masters and fully integrates core technologies and
algorithms such as robot servo drives, motion control, artificial intelligence perception, robot
positioning and navigation.
AI technologies
Our core AI technologies that are consumer grade and mass market level include computer vision
and voice interaction technologies. These AI technologies enable our smart service robots to
perceive its surrounding environment through seeing, observing, hearing, understanding and
reacting accordingly.
Computer vision
Our computer vision technology allows our smart service robots to detect, identify and recognize
its surroundings, objects, facial images and human body gestures while they serve and interact with
human beings. Fed with data through our independent computer vision algorithms, our smart service
robots can carry out complex computer vision tasks by processing the data input, teaching
themselves to differentiate one image from another, and then take active and dynamic actions.
While the robots are moving and operating, the video signal obtained by the vision sensor may
suffer from varying degrees of quality degradation, such as jitter, blurring and flickering, resulting
in difficulties in image recognition and detection. In the meantime, the workload of robots is limited
if the power of the hardware is low. Therefore, the computer vision algorithms we developed are
with a high degree of complexity and optimization to address the quality degradation issues.
V oice interaction
Apart from using third-party voice interaction technology in our smart service robotic products and
services, we have also developed our own voice interaction algorithms, including those relating to
speech recognition, natural language processing and speech synthesis in order to enable our smart
service robots to simulate human-interaction experience and address the problems specific to their
application in different use scenarios. Through our own-developed voice conversion technology, we
have successfully realized personalized voice conversion to achieve simple human-like speech upon
the recording of approximately 20 sentences by the user.
BUSINESS
– 255 –


--- page 265 ---
Integrated robotic and AI technologies
We develop our integrated robotic and AI technologies, including SLAM and autonomous
technology and visual servo operation and human-robot interaction to strengthen the perception and
movement co-ordination of our smart service robots. The smart service robots with enhanced
movement, operation and integrated abilities provide a smoother user experience by offering greater
mobility and task adaptation. These integrated robotic and AI technologies allow our smart service
robots to perform more complex tasks and maximize the possibility for our smart service robots to
be used in a range of enterprise-level and consumer-level use scenarios.
SLAM and autonomous technology
We have developed our autonomous technology and SLAM technology, which allow our smart
service robots to achieve point-to-point navigation in real-time environments through autonomous
localization of surroundings, route planning, direction navigation and obstacle avoidance.
Our autonomous technology includes SLAM as a core component with core technologies such as
mapping, localization, navigation and obstacle avoidance. For mapping and localization, we have
developed integrated light detection and ranging (“ LIDAR ”) and vision technologies such as vision
mapping and localization technology, LIDAR mapping and localization technology and integrated
LIDAR and vision technology. Our smart service robots can map an unfamiliar area while, at the
same time, determine where within that area the robots themselves are located. They can realize
navigation through real-time positioning and map generation.
Visual servo operation and human-robot interaction
Our visual servo operation and human-robot interaction technologies aim at allowing our smart
service robots to have physical interaction with humans and objects by moving safely, perceiving
changes in and adapting to the dynamic environment and understanding and interpreting a human’s
actions and verbal communication.
Our robotic visual servo control is the integration of computer vision technologies and robotic
motion planning and control technologies which allows our smart service robots to process
information relating to shapes, positions and orientations of items. With our algorithms, our smart
service robots are able to perceive the surrounding environment, detect objects and obstacles,
process signals, capture and analyze various kinds of data and communicate and interact with
people. Our voice interaction technology further contribute to the realization of human-robot
interaction. Our hand-eye coordination algorithm is a core technology that maximises the ability of
our smart service robots to perform complex manipulation tasks.
BUSINESS
– 256 –


--- page 266 ---
Robot Operating System Application Framework (ROSA)
ROSA is a robotics application framework that we developed as an operating system middleware
for our smart service robots, allowing us to easily adapt robotics applications to the different
robotics hardware we produce. It is modular, standardized and scalable, allowing us to take known
applications from our smart service robotic products and services and modify them for new tasks,
functions or use scenarios. For each service module, ROSA standardizes the deployment interface
and technical interface of the system and provides a mechanism to centralize system information
management, resource deployment, module execution behavior and system security, so that
different modules can operate together according to a unified command. ROSA can also access
mainstream IOT platforms to realize the interconnection between robots and IOT devices. Our
extensive use of ROSA in intelligent robot systems and smart service robots has enabled us to adapt
to specific domain requirements faster, thus improving the overall development efficiency of our
products.
The diagram illustrates the operational flow of our ROSA operating system middleware when
applied in conjunction with our smart service robotic products and services:
$POUSPM4JEF
5IJSE1BSUZ*P51MBUGPSN
*P5%FWJDFT
5IJSE1BSUZ"*1MBUGPSN
"QQMJDBUJPO4DFOBSJPT
3PCPU4JEF
$MPVE 4FSWJDF 4JEF
4FDVSJUZ *P5$MPVE
*OUFMMJHFOU1MBUGPSN
1VCMJDDMPVE 1SJWBUFDMPVE
&OUFSQSJTFDMPVE 6#5FDIDMPVE
.VMUJCPBSE"SDIJUFDUVSF3PCPU)BSEXBSF
"QQT%FWFMPQFECZ%FWFMPQFST
4FDVSJUZ )BSEXBSF$POUSPM6*$PNNVOJDBUJPO
)BSEXBSF"*"CTUSBDUJPO-BZFS 6*
"QQMJDBUJPO 1SPHSBNNJOH *OUFSGBDF
8BMLFS &EVDBUJPO #VTJOFTT4FSWJDFT )PVTFIPME4FSWJDFT8FMMOFTT
3PCPU4FSWJDF
"DDFTT-BZFS
"*#SBJO
%FWJDF"DDFTT
-BZFS
3PCPU4JEF
"*
5BTL%FDJTJP O$POUSPM 05"
"OESPJE -JOVY 3504
OUR PRODUCTS AND SERVICES
We create and apply our robotic and AI technologies to drive the development of our smart service
robotic products and services. Since our inception, we have launched a variety of product lines and
related services in response to needs of customers in different industries and brought diversified
user experience to our end users. We offer robotic products and services in a broad range of
segments, including education, logistics, general service such as guiding assistance and security
patrol, and wellness and elderly care.
BUSINESS
– 257 –


--- page 267 ---
At enterprise level
Education smart robotic products and services
Objectives. Education smart robotic products and supplementary software and services are used as
teaching tools to assist students in STEAM curricula learning, such as AI and programming
learning. Students and end users are able to input instructions into our education smart robotic
products through our software and coding languages to facilitate performances of tasks by our smart
robotic products through AI-functions (such as facial recognition, object detection and natural
language processing) to accumulate AI and programming experience.
Use scenarios and key features. Our education smart robotic products and services are adopted in
various schools at different levels and training centres (i) for the cultivation of the understanding
and interest of K-12 students in robotics and AI disciplines; and (ii) for the training of skilled talents
at post-secondary vocational programmes and universities. Our education smart robotic products
(e.g. humanoid Y anshee, uKit and Jimu (education) series and humanoid Alpha Mini (education))
can interact with students to perform certain functions on default such as basic communication and
identifying surrounding objects through our built-in voice interaction and computer vision
technologies without the need to input codes or programmes. However, students can also customize
the functions of our education smart robotic products by coding and programming their own
instructions and commands through software or tool on a computer so that they can perform more
complex actions such as customizing the sequence of steps and moves for a dance performance.
Through this process, students can learn and experience AI and programming. Coupled with our AI
education curriculum in the form of robotic teaching kits, programming software and multimedia
equipment, this enables end users to gain an understanding of comprehensive robotic and AI
knowledge and programming skills.
Core technologies utilized. The core technologies which our education smart robotic products and
services utilize include:
 Servo actuators: Our servo actuators function as joints of our education smart robotic
products and enable them to make a wide range of movements to different parts of the smart
robotic product with varying degrees of scale, such as walking, dancing, waving and nodding.
This facilitates the smart robotic products to perform a variety of tasks which students and end
users can instruct smart robotic products to perform on default or through coding and
programming, thus learn and experience AI and programming in a more interactive and
diverse manner.
 Robotic motion planning and control: Our robotic motion planning and control technology
further enhances the accuracy and stability control of the movements of our education smart
robotic products such as our humanoid Y anshee and humanoid Alpha Mini (education), which
provides them with better balancing and recovery abilities. This enhances the user experience
of students and end users by reducing the scope of error of such movements and allowing them
to visualize their coding and programming efforts in real-life.
 Computer vision: Our computer vision technology enables our education smart robotic
products under our such as our humanoid Y anshee and humanoid Alpha Mini (education) to
independently gather real-time information in relation to its surroundings through functions
such as facial recognition and object detection, thus allow students and end users to interact
with smart robotic products which are receptive and react to its surroundings based on their
coding and programming.
 Voice interaction: Our voice interaction technology enables our education smart robotic
products such as our humanoid Y anshee and humanoid Alpha Mini (education) to perform
tasks such as speech recognition and voice conversion, which students and end users can
instruct smart robotic products to respond to voice command and perform complete tasks that
involve answering questions, thus allow students and end-users to learn AI coding and
programming in an interactive way.
BUSINESS
– 258 –


--- page 268 ---
Software and ancillary services. Complementing our education smart robotic products and services
and as part of our comprehensive offering, we also provide various software and ancillary services
to our customers, including (i) AI education curriculums; (ii) an AI smart education platform which
enables teachers to teach and monitor learning progress through the ongoing customization of the
AI education curriculum based on the abilities of the students and the latest applicable curriculums;
and (iii) AI education software tools including (a) uCod e — a graphical block-based visual
programming tool for students aged 7 to 14 years old; and (b) uPytho n — a programming tool for
Python robot beginners.
We offer education smart robotic products and software and ancillary services which mainly include
(i) education smart robots (e.g. humanoid Y anshee, uKit and Jimu series (education) and humanoid
Alpha Mini (education)) for different stages of the education curriculum, (ii) AI education
curriculum, (iii) AI smart education platform; and (iv) AI education software tools (such as uCode
— a graphical block-based visual programming tool for students aged 7 to 14 years old; and
uPytho n — a programming tool for Python robot beginners) to schools and institutes throughout
different stages of the education curriculum (i.e. from K-12 education curriculum through to
post-secondary vocational programmes and universities).
Set forth below are the details of our core education smart robots:
1. Humanoid Yanshee
Y anshee is a humanoid education smart robot
which is capable of executing tasks on
command, testing environmental conditions,
listening to voice command and answering
questions and processing data. It is designed to
facilitate AI education courses and laboratories
in secondary schools, vocational institutions and
universities.
2. uKit and Jimu (education) Series
(A) uKit
uKit is a block-based programmable education smart robot developed for primary and secondary
students’ robotic and AI courses. Students can build various shapes of robots and use uCode to
programme them to carry out functions and tasks through the combination of parts, components and
sensors. Parts and components of uKit originate from our block parts system which uses our snap-on
and pin-and-clip design.
BUSINESS
– 259 –


--- page 269 ---
(B) Jimu series (education)
Our Jimu series (education) are buildable and codable robots for consumers above age 8. They are
used in schools, family education, STEAM training, science and technology competitions and other
settings. Jimu series (education) allow students to learn basic coding and robotic movement theories
while playing in a simple way, through the 3D dynamic visual drawing, action programming,
modular logic programming and built-in courses or supporting textbook in our mobile application.
3. Humanoid Alpha Mini (education)
Humanoid Alpha Mini (education) is a small-
sized humanoid robot mainly applied in the
education segment and other segments such as
wellness and elderly care. Humanoid Alpha
Mini (education), which supports UCode, AI
programming and teaching mode, can provide
robotic, programming and AI education services
to students on-and-off campus, together with our
AI curriculum designed for students of different
stages and groups.
Set forth below are the details of our core AI education software and ancillary services which are
intended to complement our education smart robots to form our comprehensive education smart
robotic products and services:
1. AI education curriculums
Our AI education curriculums follow the national AI education policy of the PRC as well as national
and international curriculum standards. Through our AI education curriculums, students can learn
coding and programming and apply them to our education smart robotic products, such as humanoid
Y anshee, to give them instructions to perform specific tasks.
As advised by the PRC Legal Adviser, based on the Curriculum Scheme for Compulsory Education*
(ࣩissued by the Ministry of Education of the PRC in 2022, the AI-education
related curriculums provided by the Group during the Track Record Period and up to the Latest
Practicable Date are considered as school curriculums. Consequently, the Group is not required to
obtain any regulatory approvals, licenses, or permits for the sales of teaching and learning resources
such as textbooks, teachers’ manuals and training modules.
2. AI smart education platform
Our AI smart education platform provides K-12 teachers and students with AI training materials as
well as a range of programming tools and robotics simulation tools. We also offer a number of
algorithms and model training services, courses and training resources, assessments, data analysis
and account systems through our AI smart education platform. Through our platform, teachers can
monitor the learning progress and outcomes of students and analyze their results so that they can
modify course and training materials in the future.
3. AI education software tools
We have developed two core AI education software tools including (i) visual programming tool
uCode, and (ii) Python programming tool uPython:
(i) uCode
uCode is a graphical block-based visual programming learning tool designed for students to learn
the basics of programming language and develop a programming mindset.
(ii) uPython
uPython is a programming tool designed for learners who focus on coding and programming of
Python, with features such as interactive modulation and support for rich text format.
BUSINESS
– 260 –


--- page 270 ---
4. V ocational skills certifications
We provide training in relation to robotic servicing and maintenance and are also authorized by
Shenzhen V ocational Skill Appraisal Guidance Office to provide enterprise vocational skills level
recognition services for vocational trainers, computer programmers and service robot application
technicians.
5. Talent training programs
Apart from K-12 students, we also participate in the development of teaching standards for AI
education-related courses in secondary and higher education programs. We have developed
curriculum resources for talent training programs, such as (i) the “Service Robotics Assembly and
Maintenance” (ਕዚኜɛༀ௪ၾၪᚐ) for secondary school students, and (ii) “Intelligent
Robotics” ( ౽ঐዚኜɛҦஔ) and the “Artificial Intelligence Technology Service” (؂
ਕ) for higher vocational students.
6. Ancillary platforms and services
We have developed three ancillary platforms which support our other education smart robotic
products and services, namely (i) AI teaching and training platform, (ii) intelligent robotics virtual
simulation platform and (iii) online teaching platform. We have also designed a variety of ancillary
services to complement our AI education curriculums, namely (i) humanoid robotics teaching
services, (ii) chassis robotics teaching services, (iii) edge computing teaching services, (iv)
intelligent commercial robotics training application services and (v) intelligent manufacturing
production line training application services.
Logistics smart robotic products and services
Objectives. Our logistics smart robotic products and services can assist or replace the traditional
workforce in relation to inventory and materials handling, sorting and transportation during
warehousing, manufacturing and distribution processes, thus providing enterprises with large
factories and warehouses with a more automated, flexible and reliable logistics smart robotic
products and services with reduced logistics costs and improved operational quality and efficiency.
Use scenarios and key features. Our logistics smart robotic products are utilized in our indoor
logistics smart robotic products and services for factories and warehouses of enterprises such as
new energy vehicle manufacturers and logistics companies to achieve the automation and
intellectualization of the storage and movement of goods and materials during the processes of
warehousing, production and distribution.
Core technologies utilized. The core technologies which our logistics smart robotic products and
services utilize include:
 Computer vision : Our computer vision technology enables our logistics smart robotic
products under our Wali ( ͙ɢ) Series to gather real-time information in relation to its
surroundings through functions such as object detection and recognition, thus enable our
smart robotic products to react to its surroundings in real-time in factories and warehouses.
 SLAM and autonomous technology : Our SLAM and autonomous technology enables our
logistics smart robotic products to navigate around factories/warehouses through route
planning, direction navigation and obstacle avoidance functions. This facilitates the efficient
and reliable movement and delivery of objects within factories and warehouses during
warehousing, manufacturing or distribution processes.
Software and ancillary services. We also provide various software and ancillary services to our
customers, including WMS (Warehouse Management System) and MES (Manufacturing Execution
System). The software systems developed by us can also be connected to our customers’ in-house
system platforms to achieve more comprehensive offerings.
We offer logistics smart robotic products and services, the core products of which include
(i) AGVs/AMRs, under our Wali ( ͙ɢ) Series and (ii) automated storage and retrieval system
(AS/RS) to our customers.
BUSINESS
– 261 –


--- page 271 ---
During the Track Record Period, our AGVs/AMRs and systems are primarily used for materials
handling and transportation in factories and warehouses. We provide a platform and support flexible
interface with the existing system of our end users. Staff of our end users will be able to place
operational instructions including accessing, moving, picking and the management of goods and
materials, in the cloud-based platform to the robot operating system, which will thereafter place
robotic instructions to the AGVs/AMRs and equipment to fulfill the instructions. Where the
equipment requires human-robot coordination, such staff can also place simple instructions on the
operating panel of the logistics smart robots directly or in the cloud-based platform remotely to
complete the intended tasks. Our AS/RS System also works in conjunction with and takes advantage
of the algorithms and technologies of our AGVs/AMRs robots, thus enabling the enhancement of
the operational efficiency of their end-users.
We have successfully applied our logistics smart robotic products and services in factories and
warehouses during the Track Record Period. For example, during the Track Record Period, we
provided our logistics smart robotic products and services to a new energy vehicle manufacturer,
which has adopted our manufacturing logistics smart robotic products and services in certain of its
automobile production facilities and warehouses in order to achieve automation and
intellectualization of the sorting, movement and storage functions of components, semi-finished
products and finished products throughout its installation and assembly processes.
Set forth below are the details of our core logistics smart robotic products:
1. Automated Guided V ehicles (AGVs) and Automated Mobile Robots (AMRs) (Wali (
͙ɢ)
Series)
Our Wali ( ͙ɢ) Series, includes our automated guided vehicles (AGVs) and automated mobile
robots (AMRs), which can deliver components, semi-finished products and finished products to
designated places within the production facilities or warehouses for manufacturing and
e-commerce/third-party logistics companies.
2. Automated Storage and Retrieval System (AS/RS)
Our automated storage and retrieval system (AS/RS) is an automated system consisting of stacker
cranes, conveying system, information identification system, computer control system,
communication system, monitoring system and management system. It is primarily applied in
production facilities, typically production workshops of tyre and vehicle manufacturers and can
maximize the use of the storage space through control of various equipment and handle
components, semi-finished products and finished products on the warehouse management system.
Other sector-tailored smart robotic products and services
We provide other sector-tailored smart robotic products and services covering general service smart
robotic products and services and wellness and elderly care smart robotic products and services, to
fulfill the various business needs of our enterprise-level customers in different use scenarios.
BUSINESS
– 262 –


--- page 272 ---
General service smart robotic products and services
Objectives. Our general service smart robotic products include a wide array of smart robotic
products that can be deployed in both indoor and outdoor environments for various commercial and
professional uses.
Use scenarios and key features. Our general service smart robotic products are able to provide
various commercial and professional services including guiding assistance, reception, sanitation,
security patrol, safety inspection and monitoring of environmental conditions. They can be utilized
in a wide range of scenarios, including but not limited to in schools, hospitals, airports, train
stations, shopping malls, banks and electrical substations.
Core technologies utilized. The core technologies which our general service smart robotic products
and services utilize include:
 Servo actuators: Our servo actuators allow our general service smart robotic products to
make a wide range of movements to different parts of the robotic products with varying
degrees of scale, such as waving and nodding.
 Robotic motion control and planning: Our robotic motion control and planning technology
allows our general service smart robotic products such as Cruzr to accurately execute the
given motion instructions and move on complex surfaces against potential disturbances in
environments such as shopping malls, train stations and museums.
 Computer vision: Our computer vision technology allows our general service smart robotic
products such as Cruzr to gather real-time information, through functions such as facial
recognition or object detection, in public places such as schools or government buildings so
as to possess reception capabilities.
 Voice interaction: Our voice interaction technology allows users to interact with our general
service smart robotic products by voice command, enabling them to perform certain functions
such as answering to enquiries, guiding and providing entertainment in public places, such as
shopping malls or banks.
 SLAM and autonomous: Our SLAM and autonomous technology allows our general service
smart robotic products to navigate the environment through autonomous localization of
surroundings, route planning, direction navigation and obstacle avoidance. This allows our
general service smart robotic products such as AIMBOT to navigate and monitor equipment
status by navigating around indoor environments.
Software and ancillary services. We provide various software including an integrated management
platform which consists of a terminal layer, a network layer, a platform layer, an application layer
and an interaction layer.
Set forth below are the details of our core general services smart robotic products during the Track
Record Period:
1. Cruzr Series
Cruzr is designed for public and commercial use
which can be installed with different devices
such as infrared thermal imaging sensor camera,
QR code reader, identity card identification
device to cater to different use scenarios. Cruzr
provides services such as reception, business
inquiry, navigation, non-contact body
temperature measurement, facial recognition
and entertainment interactions, to meet different
needs in a variety of scenarios. It is primarily
deployed in public places such as schools,
hospitals, exhibition areas, government
buildings, shopping malls, banks, airports, train
stations and museums.
BUSINESS
– 263 –


--- page 273 ---
2. AIMBOT series
AIMBOT is an automatic indoor monitoring
robot which integrates image recognition
algorithm and various sensors. It is designed to
be used by telecom operators, cloud service
providers, financial institutions and electronic
power companies to conduct the collection,
identification and reporting of indoor equipment
status and environmental safety status.
3. ADIBOT Series
ADIBOT is a patrol smart robot that uses UV-C
for disinfection and sterilization which can be
used in hospitals, schools, restaurants, hotels,
public transportation and government buildings
to perform disinfection tasks through automated
mapping, smart calculation, and automatically
generating disinfection path.
4. ATRIS Series
A TRIS is an inspection smart robot launched
which can perform various inspection missions
such as safety and security patrol, monitoring
environmental conditions, and equipment
inspection. It can be used in various outdoor
environments, such as squares, business and
industrial parks, as well as dangerous
environments such as electrical substations to
inspect various small devices and equipment
such as industrial meters, valves and switches.
BUSINESS
– 264 –


--- page 274 ---
Walker series
Walker 2, our earlier generation
of the Walker series
Walker X, our latest generation of the Walker series
Walker is a biped life-sized humanoid robot which is equipped with our full spectrum core AI and
robotic technologies and is adaptable to household and business scenarios. The latest version of
Walker, Walker X, is equipped with 41 servo actuators and enjoys 41 degrees-of-freedom and
possesses basic human-like movement capabilities. It is capable of walking at a speed of up to 3.5
kilometers per hour and can carry weights of up to 1.5 kilograms with a single arm while in motion.
During the Track Record Period, we have sold (i) a life-sized humanoid robot Walker-2 for
educational purposes in FY2021, (ii) (a) a Walker, a Walker-1, a Walker-2 and two units of Walker
X for educational purposes, (b) a Walker-2 for general commercial purposes such as greeting and
display and (c) two units of Walker X for general commercial purposes such as greeting and guiding
in FY2022 and (iii) a Walker-2 for educational purposes in 6M2023, and have recognized revenue
of RMB8.8 million, RMB48.7 million and RMB2.3 million in FY2021, FY2022 and 6M2023 from
the Walker series, respectively.
We intend to further advance our R&D capabilities to continually develop our Walker series for
application in different use scenarios in various sectors, including but not limited to (i) as an
alternative to manpower in the manufacturing industries, (ii) commercial scenarios such as
reception and touring services, and (iii) as a companion in household scenario or teacher in the
education sector.
Wellness and elderly care smart robotic products and services
We launched and began to sell our wellness and elderly care smart robotic products and services in
the second half of 2022. The following table summarizes the objectives, key features and offerings
of our wellness and elderly care smart robotic products and services:
Objectives. Our wellness and elderly care smart robotic products and services aim at improving the
quality of wellness and elderly care services to be delivered at the institutional and community
levels in order to enhance the user experience from our products and services.
Use scenarios and key features. Our wellness and elderly care smart robotic products and services
are created to satisfy the needs of the elderly and improve the service quality in institutional and
community centres. We assist both large-scale wellness and elderly care institutions and
community-focused service providers in streamlining and coordinating their operations, improving
the process of rehabilitation, cognitive care, mental recovery and medical care services to the
elderly and patients with a variety of wellness needs, and maintaining overall security and safety
at their facilities.
BUSINESS
– 265 –


--- page 275 ---
Core technologies utilized. The core technologies which we utilize in our wellness and elderly care
smart robotic products and services include:
 Servo actuators: Our servo actuators are utilized in the robotic arm of our containerized
delivery smart robots (V erCARI) to enable its wide range of movements in order to facilitate
grabbing, releasing, reaching and delivering capabilities.
 Robotic motion control and planning: Our robotic motion control and planning technology
allows our wellness and elderly care smart robotic products such as V erCARI, a containerized
delivery smart robot, to accurately execute the given motion instructions such as delivering
medications while moving in indoor environments in a stable manner.
 SLAM and autonomous: Our SLAM and autonomous technology allows our wellness and
elderly care smart robotic products to navigate the environment through autonomous
localization of surroundings, route planning, direction navigation and obstacle avoidance.
This allows our robots such as Welli, a companion smart robot, to navigate around the indoor
environment and provide monitoring functions.
 Computer vision: Our computer vision technology allows our Welli to detect, identify and
recognize its surroundings, objects, facial images and human body gestures thereby
interacting with users.
 Voice interaction: Our voice interaction technology allows users to interact with our wellness
and elderly care smart robotic products such as Welli by voice command, enabling it to
perform certain functions such as answering to enquiries, guiding and providing emotional
comfort and companionship.
Software and ancillary services. We also provide software and ancillary services which include (i)
space and layout planning services, in which we help institutions and community centres redesign
their facilities to make them more suitable for providing wellness and elderly care services; (ii)
hardware installation services, in which we help install robots, smart devices and sensors to
facilitate autonomous robotic and AI-based service delivery; and (iii) third-party platform
integration services, in which we help integrate the software and systems developed by third parties
into our software platform.
Set forth below are the details of our core wellness and elderly care smart robotic products and
software:
1. Wheelchair smart robot (PathFynder)
PathFynder, our wheelchair smart robot is an
autonomous-driving tool. It can be used in
institutional and community centres and linked
to control systems of elevators and door helping
users with certain levels of disability or special
needs to be transported to their destinations
safely and autonomously.
BUSINESS
– 266 –


--- page 276 ---
2. Companion smart robot (Welli)
Our companion smart robot Welli can provide
emotional comfort and companionship to the
elderly. Welli can be used in institutional and
community centres to (i) interact and
communicate with users; (ii) navigate and guide
users and follow physical movement of users;
and (iii) provide monitoring functions.
3. Walking assistance smart robot (Wassi)
Wassi is a walking assistance and rehabilitation
smart service robot designed for the elderly and
patients with limited physical ability in lower
limbs. It can be used in institutional and
community centres to record users’ movement,
completion status and health statistics through
IoT sensor(s) according to users’ demand during
exercise and training programmes, and generate
training reports through cloud data processing.
4. Containerized delivery smart robot (V erCARI)
V erCARI, our containerized delivery smart
robot, is a delivery smart robot with a robotic
arm. It can grab and deliver objects in hospitals,
assisted living facilities and nursing facilities.
BUSINESS
– 267 –


--- page 277 ---
5. Wellness and elderly care smart cloud-based platform
Our smart cloud-based platform is the centralized system of our wellness and elderly care smart
robotic products and services which connects all our wellness and elderly care smart robotic
products to facilitate medical care and promote the well-being of our elderly users. We integrate
elderly care information into a channel that connects individuals to service terminals, where elderly
users can select and confirm services based on their needs. With the ability to record, track, process
and analyze information collected by our smart robotic products and devices, our smart cloud-based
platform can make decisions for efficient elderly care services.
Consumer-level robots and other hardware devices
Objectives. Our consumer-level robots and other hardware devices, which we sell directly to
consumers through our sales channels, are a range of products that are suitable for application in
different use scenarios for household use. We also sell household devices that aim at bringing
convenience to household users by saving their time and increasing efficiency when doing
household chores.
User scenarios and key features. Our consumer-level robots and other hardware devices are
designed to be simple and are equipped with our robotic technologies which makes them safe and
easy to use in domestic settings.
Core technologies utilized. The core technologies which our consumer-level robots and other
hardware devices utilize include computer vision, servo actuators, robotic motion control and
planning and/or SLAM and autonomous technology.
Software and ancillary services. We have designed compatible mobile application software, cloud
service software and robot system software for our consumer-level robots, indoor and outdoor home
robots and hardware devices, which integrate with our core technologies.
Set forth below are the details of our consumer-level robots and other hardware devices:
1. Humanoid Alpha Mini (non-education)
Humanoid Alpha Mini (non-education) is
designed for household entertainment purposes.
Similar to Alpha Mini (education), Alpha Mini
(non-education) is capable of photographing,
video monitoring, making phone calls, singing
and dancing, etc., and possesses the ability to
sense its surroundings and human-beings and to
react accordingly. In addition to the functions of
our humanoid Alpha Mini (non-education), our
humanoid Alpha Mini (education) can also
access AI-curriculums and uCode programming,
while also being supported by formal teaching
materials. Some of the functions such as idle
actions, active interactions and facial tracking
can be temporarily switched off in standby mode
for our humanoid Alpha Mini (education). The
price of humanoid Alpha Mini (non-education)
is generally lower than humanoid Alpha Mini
(education). See “Product price” in this section
for details.
BUSINESS
– 268 –


--- page 278 ---
2. Jimu Series (non-education)
Our Jimu series (non-education) are buildable
and codable robots for children to have early
access to robotics and AI and are designed for
household entertainment purposes. Jimu series
(non-education) allow children to learn basic
coding and robotic motion control. In addition
to the functions of our Jimu series
(non-education), our Jimu series (education) can
also access to AI-curriculums and uCode
programming, while also being supported by a
multi-themed model design for AI teaching and
learning as opposed to a single-themed model
design and basic coding through graphical
software in APP for our Jimu series
(non-education). The price of Jimu series
(non-education) is generally lower than Jimu
series (education). See “Product price” in this
section for details.
3. AiRROBO cat litter box
Our AiRROBO cat litter box is equipped with
various sensors such as gravity sensor,
microwave radar and camera, which can clean
up cat excrement.
4. AiRROBO vacuum cleaner
Our AiRROBO vacuum cleaner can clear out
debris and dust from hard surfaces and carpets.
It can perform real-time mapping to efficiently
complete cleaning tasks.
BUSINESS
– 269 –


--- page 279 ---
Product price
We believe we have accumulated an extensive amount of industry know-how to develop our
product/service line and marketing strategy by leveraging our strong R&D capabilities. We have
successfully realized commercialization of a large portfolio of our smart service robotic products
and services during the Track Record Period. We have self-developed various core robotic and AI
technologies, full-stack smart robotic products and services which possess user-oriented features
and price accessibility. See “Financial Information — Description of selected items in consolidated
income statements — Revenue — By products and services” for details of the average selling price
of our products and services.
The following table sets forth the average selling price of each category of products generally sold
by the Company during the Track Record Period:
Products
Average selling
price (Note 1)
Industry price
range (Note 2)
(RMB) (RMB)
Education smart robotic products
Y anshee /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,135 N/A
Alpha Mini series (education) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,864 N/A
uKit and Jimu series (education) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,966 N/A
General services robotic products
ADIBOT series /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,091 N/A
A TRIS series /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100479,283 N/A
AIMBOT series /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100422,073 N/A
Cruzr series /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,926 N/A
Walker series /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,988,156 N/A
Consumer-level robots and
other hardware devices
Alpha Mini (non-education) series /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,258 100 — 6,000
Jimu series (non-education) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100432 100 — 6,000
AiRROBO vacuum cleaner /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100892 600 — 6,000
AiRROBO cat litter box /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100804 600 — 8,000
Notes:
(1) Our selling price may vary depending on the different functionalities and specifications of each type of product. As
such, certain products have a broader price range as compared to others.
(2) As our education smart robotic products and general services robotic products are generally tailored to address
customer needs and may be equipped with specific functionalities and specifications that vary across different
customers and industries, there is no direct and meaningful comparison for the industry price range of those products
according to Frost & Sullivan.
BUSINESS
– 270 –


--- page 280 ---
The following table sets forth the revenue contribution and average selling price of each category of products generally sold by the Company during th e
Track Record Period:
FY2020 FY2021 FY2022 6M2023
Revenue ASP (Note 2) Revenue ASP (Note 2) Revenue ASP (Note 2) Revenue ASP (Note 2)
RMB’000 % RMB/unit RMB’000 % RMB/unit RMB’000 % RMB/unit RMB’000 % RMB/unit
Education smart robotic products
Y anshee /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064,903 8.8 11,786 29,835 3.7 13,680 37,706 3.7 15,950 2,142 0.8 10,986
Alpha Mini series (education) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110042,716 5.8 5,008 44,046 5.4 4,605 28,083 2.8 5,190 1,059 0.4 3,268
uKit and Jimu series (education) /H1100/H1100/H1100/H1100/H1100/H1100286,978 38.8 2,609 169,405 20.7 3,101 204,860 20.3 4,079 10,491 4.0 902
General services smart robotic products
ADIBOT series /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — 16,821 2.1 92,931 10,330 1.0 145,490 5,375 2.1 27,850
A TRIS series /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,535 0.3 422,580 6,250 0.8 568,222 1,715 0.2 571,675 43 0.02 21,639
AIMBOT series /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,752 0.6 279,547 21,565 2.6 525,981 1,681 0.2 336,176 280 0.1 70,115
Cruzr series /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,009 3.9 73,071 32,754 4.0 96,906 16,145 1.6 17,121 2,710 1.0 67,740
Walker series /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (Note 1)— (Note 1) — (Note 1) 8,850 1.1 8,850,000 48,731 4.8 6,091,389 2,301 0.9 2,300,885
Consumer-level robots and other
hardware devices (Note 3)
Alpha Mini (non-education) series /H1100/H1100/H1100/H1100/H110022,462 3.0 4,757 22,952 2.8 2,751 21,326 2.1 1,041 12,223 4.7 418
Jimu series (non-education) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,783 4.2 596 19,571 2.4 383 12,597 1.2 329 2,078 0.8 219
AiRROBO vacuum cleaner /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — 12,805 1.6 716 73,579 7.3 921 40,507 15.5 910
AiRROBO cat litter box /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — — — — 7,143 0.7 912 14,642 5.6 760
BUSINESS
– 271 –


--- page 281 ---
Notes: 1. We recognized revenue of RMB0.4 million in FY2020 for the sale of certain accessories for our Walker robots.
2. According to Frost & Sullivan, it is not feasible to compare the ASP of our education smart robotic products and
general services smart robotic products with the industry price range as those products are generally tailored with
products and/or services to address customer needs and there is no direct and meaningful comparison with the
industry price range of those products. As to the ASP of our consumer-level robots and other hardware devices,
our Directors and Frost & Sullivan are of the view that they are within industry price range of comparable products
in relation to our consumer-level robots and other hardware devices.
3. Our consumer-level robots and other hardware devices also include other products such as previous versions of
humanoid robots, smart speakers and dictionary pens which are not considered to be products generally sold by
the Company during the Track Record Period.
SALES
Our sales regions
Over the years, we have built up a broad and geographically diversified customer base, primarily
in China while spreading across over 50 overseas countries around the globe as at June 30, 2023.
Our overseas sales mainly includes the United States, Japan, Belgium and Thailand. The following
table sets forth the breakdown of our revenue derived by geographical locations of our customers
during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Countries of sales Revenue Revenue Revenue Revenue Revenue
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Mainland China /H1100/H1100/H1100682,825 92.2 753,853 92.2 877,267 87.0 235,081 82.9 191,365 73.3
Overseas
United States /H1100/H1100/H1100/H110030,825 4.2 33,540 4.1 51,273 5.1 17,145 6.0 20,991 8.0
Japan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,022 0.3 5,006 0.6 13,915 1.4 5,486 1.9 6,673 2.6
Belgium /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,771 0.6 4,114 0.5 205 0.02 104 0.04 — 0.0
Thailand /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,766 0.5 3,378 0.4 10,989 1.1 10,980 3.9 685 0.3
Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,017 2.2 17,339 2.1 54,623 5.4 14,727 5.2 41,424 15.9
Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110057,401 (2) 7.8 63,377 (3) 7.8 131,005 (4) 13.0 48,442 (4) 17.1 69,774 (4) 26.7
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100740,226 100.0 817,230 100.0 1,008,272 100.0 283,523 100.0 261,139 100.0
Notes:
(1) Others include over 50 countries, each contributes insignificant revenue to our Group during the Track Record Period.
(2) In FY2020, our products sold overseas mainly included Jimu Series robots (both education and non-education
versions) and Cruzr Series robots.
(3) In FY2021, our products sold overseas mainly included Jimu Series robots (both education and non-education
versions, ADIBOT Series robots and AiRROBO vacuum cleaner.
(4) In FY2022, 6M2022 and 6M2023, our products sold overseas mainly included AiRROBO vacuum cleaner.
Our Directors believe that our smart robotic products and services sold to overseas customers
during the Track Record Period can compete in overseas markets (i) for our enterprise-level smart
service robotic products and services, primarily since some of our smart service robots (e.g. our
Cruzr series and ADIBOT series) possess numerous functions hence can be customized for
application in a wide variety of different use scenarios, such as commercial services, exhibitions,
public services and anti-pandemic-related use scenarios, and (ii) for consumer-level robots and
other hardware devices, since our products are charged at a competitive price despite having
comparable functions with our competitors and we have established overseas sales channels and
relationships with overseas distributors to expand the market reach of our products.
During the Track Record Period, we sold consumer-level robotic products to customers located in
Belarus, Egypt, Hong Kong, Iraq, Russia, Serbia, Turkey and Ukraine (excluding Crimea, Luhansk,
Donetsk, Zaporizhzhia and Kherson regions) and purchased certain promotional services from a
BUSINESS
– 272 –


--- page 282 ---
service provider in Turkey, of which these countries are subject to certain forms of International
Sanctions programmes administered by the Relevant Sanctions Authorities. See “Business activities
in respect of countries with international sanctions exposure” in this section for further details.
Our sales networks
We distribute our products through a multi-faceted sales channel across the world including online
and offline sales networks, which contribute to a broad customer coverage. As of June 30, 2023, our
sales networks consisted of the following:
Sales channel Descriptions
Key products sold through the
channel
Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Direct sales to
government educational
bureaus, and enterprises
such as manufacturing
companies.
Education smart robotic products
and services such as uKit, Jimu
series (education) and humanoid
Y anshee for education and learning
purposes.
Logistics smart robotic products
and services.
Other sector-tailored smart robotic
products and services such as
Cruzr.
Distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
— Traditional distributors /H1100/H1100/H1100/H1100Sales of our products to
offline distributors who
then on-sell our
products to their
customers within a
specified territory or
provinces.
Consumer-level robots and other
hardware devices such as uKit
series, Jimu series (non-education)
and humanoid Alpha Mini
(non-education) which can serve
the purposes of companionship,
entertainment and education.
— Online/Offline hybrid
distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Sales of our products to
distributors who then
on-sell our products to
their customers
primarily through online
platform but also
through their offline
stores. These
distributors are mainly
online e-commerce
platforms and
third-party online stores.
Consumer-level robots and other
hardware devices such as Jimu
series (non-education) and
humanoid Alpha Mini
(non-education) which can serve
the purposes of companionship,
entertainment and education.
Sales through our
self-operated online
stores /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Online sales to
consumers through our
self-operated online
stores.
Consumer-level robots and other
hardware devices such as
AiRROBO cat litter box,
AiRROBO vacuum cleaner, Jimu
series (non-education) and
humanoid Alpha Mini
(non-education) which can serve
the purposes of companionship,
entertainment and education.
BUSINESS
– 273 –


--- page 283 ---
The following table sets forth the breakdown of revenue, gross profit, gross profit margin and sales volume by our sales channels during the Track Reco rd
Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Revenue
Gross
profit/
(loss)
Gross
profit
margin
Sales
volume (4) Revenue
Gross
profit/
(loss)
Gross
profit
margin
Sales
volume (4) Revenue
Gross
profit/
(loss)
Gross
profit
margin
Sales
volume (4) Revenue
Gross
profit/
(loss)
Gross
profit
margin
Sales
volume (4) Revenue
Gross
profit/
(loss)
Gross
profit
margin
Sales
volume (4)
RMB’000 % RMB’000 % Unit’000 RMB’000 % RMB’000 % Unit’000 RMB’000 % RMB’000 % Unit’000 RMB’000 % RMB’000 % Unit’000 RMB’000 % RMB’000 % Unit’000
(Unaudited) (Unaudited)
Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100649,792 87.8 314,744 48.4 123 697,304 85.3 233,043 33.4 80 866,251 85.9 365,853 42.2 66 234,720 82.9 93,130 39.7 26.9 164,209 62.9 51,246 31.2 8.7
Distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
— Traditional
distributors (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110087,048 11.8 27,665 31.8 68 97,959 12.0 18,705 19.1 58 55,653 5.5 (18,753) (33.7) (5) 66 29,293 10.3 (21,144) (72.2) 44.4 25,947 9.9 (9,528) (36.7) (7) 35.8
— Online/Offline hybrid
distributors (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100698 0.1 (165) (23.7) (2.5) (3) 6,957 0.9 563 8.1 11 6,705 0.7 (2,464) (36.7) (6) 25 1,238 0.4 (307) (24.8) 2.2 11,720 4.5 (213) (1.8) (8) 19.5
Sales through our
self-operated online stores /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,688 0.4 1,074 39.9 2.5 15,010 1.7 4,845 32.3 18 79,663 7.9 20,027 25.1 110 18,272 6.4 6,008 32.9 20.0 59,263 22.7 13,131 22.2 75.2
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100740,226 100.0 343,318 46.4 191 817,230 100.0 257,156 31.5 167 1,008,272 100.0 364,663 36.2 267 283,523 100.0 77,687 27.4 93.5 261,139 100.0 54,636 20. 9 139.2
Notes:
(1) Revenue generated from traditional distributors also include an insignificant number of consignees and retailers which accounted for less than 2.0% of our total revenue each year/period
during the Track Record Period.
(2) Online/offline hybrid distributors mainly include sales through online e-commerce platforms and third party online stores (who may also sell ou r products through their offline stores).
(3) The sales volume was negative as the volume of product return exceeded the volume of sales.
(4) The sales volume figures in this table constitute the sales volume of the core robotic products for each of the respective sales channel and disrega rds the sales volume of Walker series,
other accessories and ancillary products and/or services.
(5) We recorded gross loss from traditional distributors in FY2022 primarily due to the gross loss attained from the sale of Alpha Mini (non-education ) because we adjusted the selling price
of our humanoid Alpha Mini (non-education) products downward to boost its sales in order to deal with the slow-moving inventory.
BUSINESS
– 274 –


--- page 284 ---
(6) We recorded gross loss from online/offline hybrid distributors in FY2022 primarily due to the gross loss attained from the sale of dictionary pens , because we adjusted the selling price
downward in order to deal with the slow-moving inventory.
(7) We recorded gross loss from traditional distributors in 6M2023 primarily due to the gross loss incurred from the sales of uKit and Jimu (education) Series and ADIBOT Series robots because
we implemented price reductions on these products to clear out our existing inventories in our U.S. subsidiary to facilitate the transition of our ove rseas sales channel to direct distributors.
(8) We recorded gross loss from online/offline hybrid distributors in 6M2023 primarily due to the gross loss incurred from the sales of AiRROBO cat lit ter box in order to develop the sales
channels of such products through online/offline hybrid distributors.
BUSINESS
– 275 –


--- page 285 ---
We generally sell smart service robotic products (e.g. education, logistics, general service and
wellness and elderly care smart robotic products) which (i) are sold to government educational
bureaus and/or require participation in a tendering process, (ii) can be used in conjunction with
other accessories, software and/or ancillary equipment and services as a robotic offering, (iii) are
tailor-made, customizable and relatively more technologically advanced and complex in nature, and
(iv) we consider strategically important to us and require our sales team to communicate, negotiate,
interact, introduce and demonstrate their features directly and independently to our customers,
through direct sales to our customers. For consumer-level robots and other hardware devices which
are comparatively standardized and less complex in nature, we generally sell them through our
distributors and self-operated online stores.
Direct sales
We have established an extensive sales network during the Track Record Period and owed our
success to our direct sales force for the sales of our smart service robotic products and services in
terms of revenue contribution. With our own direct sales force comprising more than 450
employees, we have acquired 193, 236, 169, and 50 new direct sales customers in FY2020, FY2021,
FY2022 and 6M2023, respectively.
Our direct sales customers mainly comprise (i) government educational bureaus and enterprises
which purchase our education smart robotic products and services such as uKit and Jimu series
(education), humanoid Y anshee for education and learning purposes, (ii) SOEs which purchase our
education and/or other sector-tailored smart robotic products and services, and (iii) enterprises such
as manufacturing companies which purchase our logistics smart robotic products and services such
as AGVs/AMRs (Wali Series), as well as enterprises purchased our other sector-tailored smart
robotic products and services such as general service smart robots.
We directly manage our direct sales networks of these customers that we consider strategically
important to us and we value the importance of direct sales which contributed to the majority of our
revenue during the Track Record Period. Direct sales is also our key way to build our brand image
by interacting, introducing and demonstrating the features of our products directly and
independently to our customers. The major products sold directly to our customers are generally
products and services that are relatively more technologically advanced and complex in nature since
their sales require a sales team with more expertise and experience. Our sales team is equipped with
knowledge of the smart service robotic products and services industry and is primarily responsible
for, including but not limited to, frequently communicating with our customers and understanding
their feedback on the quality, preferences, improvements and market demand of our products. They
play an important part in the planning, development and implementation of the planned marketing
strategies of our Group. To encourage and incentivize our in-house sales team, we have
implemented a compensation structure that includes a fixed component as well as a performance-
based component and also set performance targets for our sales team. We evaluate the performance
of our sales team every year and pay out performance-based compensation accordingly.
For certain direct sales customers, we enter into sales contracts with them without tendering.
Enquiries and requests for quotations are handled by our sales personnel, who then prepares the
quotation and relevant information with regard to the product type and product price. Once we have
prepared the quotation, we will send it to the potential customer who will then confirm the order
with us.
For certain direct sales customers such as government educational bureaus, we source new
businesses mainly through tendering based on opportunities which we acquired through our
marketing initiatives (such as industry exhibition participations) or publicly available information
published by potential customers. Upon becoming aware of the tender, we make a preliminary
assessment of a potential tender. In considering whether to bid for the tender, we generally take into
account the following factors, namely (i) the profitability of the order including the cost of raw
materials and labours and potential revenue derived; (ii) the feasibility of undertaking such project
with reference to the technical specifications, our capacity and expertise, our then available labor
and financial resources; and (iii) the delivery schedule.
BUSINESS
– 276 –


--- page 286 ---
Set forth below is a summary of the key terms that are common to most of our direct sales
agreement:
Terms Description
Duration of agreement /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Products: N/A
Services: Generally 12 to 36 months.
Delivery of products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Generally, we arrange delivery services with a third
party logistics company and the relevant costs are
borne by us.
Product return and repair policies /H1100/H1100We generally allow direct sales customers to return or
exchange products with defects specified in the
agreement and incur the labor and material costs in
relation to repairs during the warranty period.
Training /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We may be required to provide training and
operational support to customers.
Minimum purchase amounts /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We do not set out minimum purchase amounts for
direct sales customers.
Payment and credit terms /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Payment is generally settled in stages upon achieving
milestones of the agreement.
Retention money /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100For certain contracts, retention money may be
retained by our customers in order to secure our due
performance under the contract. The amount of
retention money usually accounts for 5.0% of the
contract value. It will be released to our Group after
the end of the defect liability period (i.e. typically
lasts for 12 months).
Termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100In the event of default (such as either parties failing
to perform the obligations as agreed), either party
may terminate the agreement and/or charge the
defaulting party a percentage of the contact value as
liquidated damages.
Distributors
We also sell our products through (i) traditional distributors; and (ii) online/offline hybrid
distributors. Through the adoption of a multi-layer sales network, our Directors believe that we
could (i) diversify our sources of income without over-reliance on markets in any region or a
particular type of sales channel; (ii) customize our sales and marketing strategies in respect of
different customer types in different regions and sales channels; and (iii) strengthen our presence
in markets which allows our products and services to penetrate markets more quickly and
effectively. As of June 30, 2023, we sold our products to over 130 distributors which allowed us
to increase our market penetration.
BUSINESS
– 277 –


--- page 287 ---
Traditional distributors
We sell our products to traditional distributors who on-sell our products, some of which are limited
within a specified territory. We believe that by engaging traditional distributors, we are able to
leverage their experience and knowledge of the target local markets as well as their existing sales
networks and resources, which may help us expand our market reach over a wider geographical area
and to achieve deeper market penetration than if we were to proceed with direct sales and marketing
alone, without incurring substantial sales and marketing costs.
We generally enter into distribution agreements with our traditional distributors and may conduct
regular checks on their sales performances. We primarily govern the conducts of our traditional
distributors through distributorships agreements and our Directors confirm that we have no
ownership or management control over any of our traditional distributors and they operate
independently from our Group. Distributors are sometimes restricted from engaging sub-
distributors and are required to obtain our prior approval before doing so. Our Directors consider
that all our traditional distributors are our direct customers of our Group, primarily because (i) these
customers generally purchase our products on a purchase order basis and we have established a
seller-buyer relationship with them; and (ii) the title and risks of damage of these products are
generally passed to the traditional distributors once we have delivered the products to their
designated locations.
Set forth below is a summary of the key terms that are common to most of our agreements with
traditional distributors and online/offline hybrid distributors:
Terms Description
Duration of agreement /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100The distribution agreement typically has a term of one
year.
Geographic or other exclusivity /H1100/H1100/H1100/H1100/H1100We generally designate the geographical area (for
traditional distributors) and distribution channel(s)
(mainly for online/offline hybrid distributors) within
which our distributors are allowed to market and sell
our products and services. A distributor is generally
prohibited from marketing and selling our products
and services outside its designated geographic area.
Sales and pricing policies /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We generally provide price guidance on our products
and services to our distributors based on market
conditions. We generally do not allow our distributors
to sell our products below our minimum retail price.
Product return and exchange /H1100/H1100/H1100/H1100/H1100/H1100/H1100We generally accept return and exchange within seven
and 15 days, respectively after receipt of products
that (a) are defective and (b) do not conform to
agreed specifications or to samples. We also allow
product return upon the termination of cooperation
with distributors.
For certain traditional distributors and online/offline
hybrid distributors (mainly including e-commerce
platforms, overseas distributors and overseas
retailers): our Group also allows the return and
exchange of products that are (i) overstocked; and/or
(ii) returned by retail customers to our distributors in
accordance with the unconditional right to return
within a certain period of time granted by our
distributors.
BUSINESS
– 278 –


--- page 288 ---
Terms Description
Minimum purchase amounts or
sales target /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
We require some of our distributors to meet the
minimum purchase amount and/or sales target during
the term of their engagement. Our Directors
confirmed that none of the distribution agreements
were terminated due to their failure to achieve the
minimum purchase amounts or sales targets.
Payment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Traditional distributors are generally required to make
full upfront payment to us before we deliver our
products and services. For online/offline hybrid
distributors (e.g. online e-commerce platforms), we
generally receive monthly payments based on the
volume of products purchased in a given month and
may sometimes require the payment of an initial
deposit. We generally allow our distributors to settle
their balance by bank transfer.
Termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100The distributorship agreement is generally subject to
early termination by us if the distributor breaches its
obligations under the agreement.
Online/offline hybrid distributors
Our online/offline hybrid distributors are mainly online e-commerce platforms and third-party
online stores who primarily on-sell our products online but also, in some occasions, through their
offline stores. By contracting with these third party distributors, we are able to quickly expand the
coverage of our products across various sales channels and platforms, which have contributed to our
online sales and brand awareness. Similar to our traditional distributors, our relationship with our
online/offline hybrid distributors is that of seller/buyer rather than to principal/agent.
Movement of distributors
The following table sets forth the total number of our distributors (including both traditional
distributors and online/offline hybrid distributors), the number of new distributors and the number
of distributors whose distributorship relationships were ended during the year/period indicated:
For the financial year ended December 31,
For the
six months
ended
June 30
2020 2021 2022 2023
Number of distributors as at the
beginning of year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100232 177 163 171
Addition of new distributors (Note) /H1100/H1100/H1100/H110079 52 83 31
Decrease in number of distributors /H1100/H1100/H1100/H1100(134) (66) (75) (68)
Number of distributors as at the
end of year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100177 163 171 134
Note: The addition of new distributors refers to distributors whom we had generated revenue from for the corresponding
year/period.
During the Track Record Period, our business relationship with distributors are generally terminated
(i) upon the expiration of the term of the distribution agreement or (ii) unilaterally by us or the
distributor as a result of breaches of the terms and conditions of the distribution agreements (e.g.
failure to meet minimum purchase amounts and/or sales targets). The number of distributors
BUSINESS
– 279 –


--- page 289 ---
decreased from 232 as of January 1, 2020 to 134 as of June 30, 2023 primarily due to our efforts
to streamline our distribution network to replace underperforming distributors upon our regular
checks on their sales performances with new distributors to strive to ensure the quality and
efficiency of our distributors.
According to Frost & Sullivan, it is consistent with industry norm for providers of smart service
robotic products and services to engage distributors in order to take advantage of their knowledge
in relation to local marketing practices and consumer preferences.
Sales through our self-operated online stores
Online channels form an integral part of our retail platform and customer experience. Capitalizing
on the growing trend of e-commerce and its distribution efficiency, we have set up our own
self-operated online stores on various e-commerce platforms that allow easy navigation with search
functions, and easily accessible product information pages with comprehensive product descriptions
and videos (where applicable) and customer reviews and ratings.
These e-commerce platforms operate online marketplaces where brands like us sell products to
consumers through third party online stores. Our online stores receive orders from consumers, then
such e-commerce platforms automatically place matching orders with us. Upon receiving the orders
from the online stores, we deliver our products to the consumers directly according to the purchase
orders they place through the online stores. E-commerce platforms do not take inventory of our
products sold through our self-operated online stores.
Our Directors believe that our self-operated online stores allow our customers to learn more about
our products including their specifications and functions at any time and from anywhere in the
world whereby optimizing their shopping experience and allowing us to establish a strong online
retail presence in the market and our own sales network and resources, thus increasing our market
penetration and sales during the Track Record Period. It also allows us to test market acceptance
for our new products, gauging consumer feedback as well as collecting market intelligence to
optimize our offline sales networks and guide our offline marketing and product strategies.
During the Track Record Period and as of the Latest Practicable Date, our self-operated online
stores are based on these e-commerce platforms run by third parties, like Taobao or Jingdong. As
advised by our PRC Legal Adviser, as we have not run our self-operated e-commerce platforms to
sell products in PRC, we are not required to obtain ICP license or ICP filings for those self-operated
online stores.
TRANSFER PRICING ARRANGEMENTS
Our Group has established subsidiaries in the PRC, Hong Kong, and the United States to perform
different functions including but not limited to procurement, manufacturing, sales and marketing,
and research and development. During the Track Record Period, our Group’s subsidiaries in the
PRC, Hong Kong, and the United States have primarily engaged in the following two types of
cross-border intra-group transactions, namely (i) intercompany buy-sell transactions; and (ii)
research and development collaboration:
(1) Intercompany buy-sell transactions
During the Track Record Period, almost all of our Group’s intercompany buy-sell transactions were
conducted within Mainland China, while only a small amount of cross-border intercompany
buy-sell transactions (i.e. around 8.45% of the total intercompany buy-sell transactions during the
Track Record Period) were conducted between our Group’s Chinese and overseas entities. Given
that no China transfer pricing audit adjustment would be conducted on domestic intragroup
transactions as long as the transactions had not resulted in the reduction of the overall tax revenues
according to the China’s transfer pricing regulations, the below mainly addresses our Group’s
cross-border intercompany buy-sell arrangement.
BUSINESS
– 280 –


--- page 290 ---
The diagram below sets out the business and logistics flow of the cross-border intercompany
buy-sell arrangement within our Group during the Track Record Period:
UBTECH CN
Entities
UBTECH-HK U&ME-HKUBTECH-US
Sell products
Sell products
Sell products
Sell products
Sell products
Domestic
Overseas
3rd Party
Distributors/
Customers
in the US
3rd Party
Distributors/
Customers
in the rest of
the world
Sell products
Sell products
Logistics Flow
Invoicing Flow
More specifically, our Group’s cross-border intercompany buy-sell transactions could be illustrated
as follows:
i. U&ME Innovation Technology Company Limited (“ U&ME-HK ”) purchased certain products
from our Group’s domestic related parties and sold them onwards to third party distributors
and customers;
ii. UBTech Robotics Limited (“ UBTECH-HK ”) purchased products from our Group’s domestic
related parties;
iii. UBTech Robotics Corp (“ UBTECH-US ”) purchased certain products from UBTECH-HK and
our Group’s domestic related parties for US local market distribution; and
iv. UBTECH-HK sold the remaining products to third party distributors and customers in the rest
of the world.
During the Track Record Period, the overseas revenues generated therefrom are relatively
insignificant by comparing to the China domestic revenues. The following table sets forth the
cross-border intercompany buy-sell transaction amounts for the periods indicated:
FY2020 FY2021 FY2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000
Cross-border intercompany buy-sell
transactions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039,070 55,351 81,050 70,908
BUSINESS
– 281 –


--- page 291 ---
(2) Research and development (“R&D”) collaboration
Our Group’s other primary intercompany transactions are the contract R&D services rendered by
UBTECH North America Research and Development Center Corp (“ UBTECH-R&D ”) and
Futronics (NA) Corporation (“ FUTRON-R&D ”) to UBTECH ROBOTICS CORP LTD
(“UBTECH-SZ ”). Functioned as our Group’s IP economic owner, UBTECH-SZ leads our Group’s
R&D by setting overall R&D policies and protocols, conducting significant R&D activities by our
in-house team of employees, and subcontracting part of the works to UBTECH-R&D and
FUTRON-R&D. Both entities have been providing contract R&D services to UBTECH-SZ, with the
focused areas on wellness and elderly care smart robotic products and services. As per the relevant
intercompany agreements, upon the confirmation by UBTECH-SZ on the provision of R&D
services by UBTECH-R&D and FUTRON-R&D, the intercompany R&D services fees would be
arranged to compensate all the relevant costs incurred by UBTECH-R&D and FUTRON-R&D, with
an additional 10% mark-up. The following table sets forth the intercompany R&D services
transaction amounts for the periods indicated:
FY2020 FY2021 FY2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000
Cross-border intercompany R&D
services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064,836 68,032 52,172 17,630
Transfer pricing assessment
Our Group has engaged an independent transfer pricing tax consultant, namely Shenzhen Qianhai
PricewaterhouseCoopers Business Consulting Services Co., Limited (“ Transfer Pricing
Consultant ”), to conduct a transfer pricing review, including benchmarking studies, to evaluate the
transfer pricing arrangement in relation to the above-mentioned intra-group transactions.
(1) Transfer pricing assessment of our Group’ s cross-border intercompany buy-sell transactions
UBTECH-HK, U&ME-HK and UBTECH-US functioned as distributors assuming local market risk
in their cross-border intercompany buy-sell transactions. Based upon these functional profiles,
resales price method (“ RPM”) was selected as the most appropriate transfer pricing method with
gross margin (“ GM”) employed as the profit level indicators (“ PLIs ”) respectively, to evaluate
these intercompany buy-sell transactions during the Track Record Period.
A benchmarking study was conducted by selecting independent companies that perform activities
similar to the activities performed by UBTECH-HK, U&ME-HK and UBTECH-US with respect to
their related party arrangements. The three-year weighted average GM ratios achieved by the
comparable companies range from 10.76% to 46.93%. The tested parties’ three-year weighted
average ratios of UBTECH-HK, UBTECH-US, U&ME-HK are 42.53%, 22.31% and 15.29%
respectively which are within the comparable companies range. The tested parties three-year and
six-month weighted average ratios of UBTECH-HK, UBTECH-US and U&ME-HK remain
relatively stable as compared to three-year weighted average ratio and within the comparable
companies range.
As shown in the above, during the Track Record Period, UBTECH-HK, U&ME-HK and
UBTECH-US all achieved the profitability within the arm’s length profit ranges derived from the
relevant set of comparable companies.
(2) Transfer pricing assessment of contract R&D services rendered by UBTECH-R&D and
FUTRON-R&D to UBTECH-SZ
For UBTECH-R&D and FUTRON-R&D, comparable profit method (“ CPM”) was selected as the
most appropriate transfer pricing method and the full-cost mark up (“ FCMU ”) was employed as the
PLI, to evaluate the contract R&D services rendered by UBTECH-R&D and FUTRON-R&D to
UBTECH-SZ during the Track Record Period.
BUSINESS
– 282 –


--- page 292 ---
A benchmarking study was conducted by selecting independent companies providing contract R&D
services which are comparable to those performed by UBTECH-R&D and FUTRON-R&D. By
comparing to the benchmarking results where the interquartile range of the three-year weighted
average FCMU rates is from -1.48% to 11.40%, the respective weighted average FCMU ratio (i.e.
FCMU 10%) of UBTECH-R&D and FUTRON-R&D during the Track Record Period falls within
the arm’s length range of the independent comparable companies.
Conclusion
Our Directors, together with the Transfer Pricing Consultant, are of the view that the above-
mentioned intercompany transactions of our Group were in line with the arm’s length principle and
our Group has been in compliance with the relevant transfer pricing laws and regulations during the
Track Record Period and up to the Latest Practicable Date.
In order to ensure our ongoing compliance with the applicable transfer pricing laws and regulations,
we have adopted or are in the process of adopting the following measures:
 we will engage an external tax consultant advising on transfer pricing matters annually to
conduct analysis on our transfer pricing method and profit level indicator selected, and plan
our transfer pricing policy of the transactions through financial budgeting according to the
result of the analysis;
 we will provide trainings to our finance team relating to updates on relevant transfer pricing
laws and regulations in the relevant jurisdictions;
 we will review all reporting forms before submitting to the relevant tax authority;
 we will optimize the supporting of functional profile for the main operating business;
 we will ensure the profit arrangement is aligned with each entity’s value contribution; and
 we will document and file relevant supporting documents of value contribution of each entity
for risk management purposes, including but not limited to responsibilities planning,
correspondences, performance and outcome assessment of relevant work, etc.
Our management has and will continue to closely monitor our Group’s transfer pricing
arrangements including reviewing the reasonableness of the pricing policy of our intra-group
transactions from time to time. However, we cannot assure that our transfer pricing arrangements
will not be subject to review and possible challenge by any relevant tax authorities in future, even
though we believe we have reasonable grounds to defend ourselves against such possible challenge.
Please refer to the section headed “Risk Factors — Risks Relating to Our Business — Our
operations may be subject to transfer pricing adjustments by competent authorities” in this
prospectus for further details.
MARKETING
We constantly seek to explore the application scenarios of our products and services through
maintaining and building relationships with our existing or new partners and customers. To achieve
this, we adopt multi-faceted marketing initiatives.
BUSINESS
– 283 –


--- page 293 ---
Online social media
Part of our marketing strategies is to demonstrate the capabilities of our products and share our
experience and knowledge of our products with our customers, therefore every now and then, we
engage with our community through a wide variety of content, with the goal of creating interactive
exchanges with our customers, thereby promoting and sharing the information of our products. We
also upload our video productions to social networking platforms for viewing. We cultivate and
support the growth of our user community through close interaction with our users and actively
gathering their feedback.
Social
Media
Articles
Channels
News
releases
Community
Events
Participating in exhibitions and showrooms
We participate in domestic and overseas exhibitions such as (i) the World Artificial Intelligence
Conference in 2022; (ii) the Robot Showroom* (“ ዚኜɛɽӸఙ”) at the China Science and
Technology Museum in 2023; (iii) the Dubai World Expo in 2021 to 2022; (iv) the International
Consumer Electronics Show (CES) 2020 in the United States; and (v) the 40th Anniversary of the
Establishment of Shenzhen Special Economic Zone Cultural Gala in 2020. Through the
participation of such exhibitions, we are able to enhance the market exposure of our smart service
robotic products and services by demonstrating their capabilities to potential customers, thus
allowing us to receive more invitations to participate in tenders and drive their potential demand,
which will allow us to receive more invitations and opportunities to participate in the tendering
process of such customers (such as government educational bureaus).
We have also operated showrooms at (i) Shenzhen City at our Shenzhen headquarters and (ii)
Kunming City, Xiamen City, Suzhou City, Taiyuan City and Liuzhou City at locations such as
exhibition centers, public areas and cafes during the Track Record Period, which enabled our
potential customers to interact with and obtain a better understanding in relation to the application
of our latest smart service robotic products and services (mainly including other sector-tailored
smart robotic products and services and consumer-level robots and other hardware devices) in
various use scenarios in a user-friendly manner.
Participation of major national events and industry events
During the Track Record Period, we have participated in various major national events and industry
events which allows us to benefit from word-of-mouth marketing and minimizes our sales and
marketing costs. For instance, in 2021, our customised ox-themed robots named “The Pioneering
Ox” performed at China’s CCTV Spring Festival Gala to celebrate the Y ear of the Ox and, together
with our other robotic performances in the CCTV Spring Festival Gala of 2016 with Alpha robots,
2018 with Jimu robots and 2019 with Walker robots. We believe this is an important step to increase
BUSINESS
– 284 –


--- page 294 ---
our brand awareness as an established provider within China’s smart service robotic products and
services industry. As a reflection of our brand image, we were also (i) selected as the sole official
intelligent robot partner of the Floriade China Pavilion at the World Horticultural Expo 2022 in the
Netherlands in April 2022 where our Cruzr was appointed as the Cultural Communication
Ambassador of the China Pavilion to provide guided tours; (ii) invited to deploy nine of our
humanoid Alpha Mini robots to participate in one of the opening ceremony performances of the
Beijing Winter Olympic Games in 2022; and (iii) appointed as the sole official AI-robotics partner
in the China Pavilion of Dubai World Expo in 2021 to 2022 where we demonstrated the functions
of our latest biped life-sized humanoid robots, Walker X, to the public.
We participated in the 2019 CCTV
Spring Festival Galas.
We participated in the World Expo
in Dubai in 2021 to 2022.
Sponsorships
We actively promote our smart service robotic products and services and reinforce our position as
an established provider in the industry through our support of robotic and/or AI-related competition
events during the Track Record Period, with an aim to bring AI education to the general public. For
example, we were a sponsor of the Robo Genius 2021 World Online Competition, which aimed at
creating a program and platform that helps younger generation to grow and thrive in the robotic
field. It is also dedicated to AI education and inspiring the youth to learn and study robotic and AI
science. We also sponsored the filming of a TV series in relation to the development process of a
robotic and AI technologies start-up in the PRC, which was aired on China Central Television in
April 2023, by providing the necessary robots, equipment and accessories for filming purpose and
technical guidance and consultancy support.
Multi-level marketing initiatives in the education sector
To build up our reputation in the education sector and build up business relationships with
government educational bureaus, we adopted multi-level marketing initiatives which we believe
have brought us tender and business opportunities throughout the years. At national-level, we
participated in various national education exhibitions such as the National Education Equipment
Exhibition (ͪึ). At regional level, we organized provincial and municipal AI
exhibition and exchange sessions for primary and secondary schools. We also supported various
education related events hosted by schools through sponsorship. We believe all these initiatives can
enhance our access to tender opportunities and put us in a competitive market position.
Our selling and marketing expenses amounted to RMB313.3 million, RMB357.6 million,
RMB361.0 million, RMB171.6 million and RMB189.8 million for FY2020, FY2021, FY2022,
6M2022 and 6M2023, respectively and accounted for 42.3%, 43.8%, 35.8%, 60.5% and 72.7% of
our total revenue for the corresponding year/period.
BUSINESS
– 285 –


--- page 295 ---
OUR CUSTOMERS
Customers
Our major customers include (i) government educational bureaus and enterprises who purchase our
education smart robotic products and services including uKit and Jimu series (education), humanoid
Y anshee and the relevant AI curriculums and equipment for education purposes; and (ii) enterprises
which purchase our sector-tailored smart robotic products and services including AMRs and the
relevant software and platform. Our customers also include distributors, some of which who resell
our products to consumers. See “Sales — Our sales networks — Distributors” above for further
details.
The following tables set forth the details of our top five customers during the Track Record Period:
Customer Principal business
Y ear of
commencement
of business
relationship
with us
Registered
Capital
Types of products/
services provided by
us
Major
end users
Revenue
contribution
%o f
our total
revenue
Credit
period
Settlement
method
(RMB’000) (RMB’000) (%)
For FY2020
Customer A /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100A subsidiary of a SOE
listed on the Shanghai
Stock Exchange engaged
in import and export of
commodities and
technologies located in
the PRC
2020 400,000 Education smart robotic
products and services;
other sector-tailored
smart robotic products
and services
Schools 279,668 37.8 Within
3 months
Bank transfer
Hangzhou Linping
Economic
Development and
Construction Co.,
Ltd.
(ψᑗ̻຾᏶ක೯
ʮ̡) /H1100/H1100/H1100
A SOE engaged in
provision of
technological
development and
consulting services
located in the PRC
2019 1,500,000 Education smart robotic
products and services
Schools 124,454 16.8 Within
6 months
Bank transfer
Customer B /H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC government
education department
located in the PRC
2020 — Education smart robotic
products and services;
other sector-tailored
smart robotic products
and services
Schools 48,152 6.5 Within
12 months
Bank transfer
Guiyang Bureau of
Education ( ൮ජ̹
઺ԃ҅) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC government
education department
located in the PRC
2019 — Education smart robotic
products and services
Schools 21,060 2.8 Within
7 months
Bank transfer
Customer C /H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC government school
located in the PRC
2020 — Education smart robotic
products and services;
other sector-tailored
smart robotic products
and services
Schools 19,249 2.6 Within
4 months
Bank transfer
BUSINESS
– 286 –


--- page 296 ---
Customer Principal business
Y ear of
commencement
of business
relationship
with us
Registered
Capital
Types of products/
services provided by
us
Major
end users
Revenue
contribution
%o f
our total
revenue
Credit
period
Settlement
method
(RMB’000) (RMB’000) (%)
For FY2021
MAE Group Note /H1100/H1100/H1100/H1100/H1100A company listed on the
Shenzhen Stock
Exchange (stock code:
002009) headquartered in
the PRC engaged in
design, manufacture,
installation and
management of
intelligent automation
system engineering
2020 379,299 Logistics smart robotic
products and services
Automobile
and
relevant
component
manufacturers
175,005 21.4 Within
12 months
Bank transfer
and bills
Customer D /H1100/H1100/H1100/H1100/H1100/H1100/H1100A SOE engaged in sale
of technological products
and provision of
technological
development and
consulting services
located in the PRC
2021 2,715,000 Education smart robotic
products and services;
other sector-tailored
smart robotic products
and services
Schools 75,640 9.3 Within
10 days
Bank transfer
Customer E /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100A SOE engaged in sale
of electronic products
located in the PRC
2021 99,000 Education smart robotic
products and services;
other sector-tailored
smart robotic products
and services
Schools
and
hospitals
67,811 8.3 Within
45 days
Bank transfer
Hangzhou Linping
Economic
Development and
Construction Co.,
Ltd. (ψᑗ̻຾᏶
ʮ̡)
Please see above Please see
above
Please see
above
Please see above Please see
above
63,159 7.7 Please see
above
Please see
above
Customer F /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC government
education department
located in the PRC
2021 — Education smart robotic
products and services;
other sector-tailored
smart robotic products
and services
Schools 45,088 5.5 Within
24 months
Bank transfer
For FY2022
Customer F /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Please see above Please see
above
— Education smart robotic
products and services;
other sector-tailored
smart robotic products
and services
Please see
above
276,581 27.4 Please see
above
Please see
above
BUSINESS
– 287 –


--- page 297 ---
Customer Principal business
Y ear of
commencement
of business
relationship
with us
Registered
Capital
Types of products/
services provided by
us
Major
end users
Revenue
contribution
%o f
our total
revenue
Credit
period
Settlement
method
(RMB’000) (RMB’000) (%)
MAE Group Note /H1100/H1100/H1100/H1100/H1100Please see above Please see
above
Please see
above
Logistics smart robotic
products and services;
other sector-tailored
smart robotic products
and services
Please see
above
251,244 24.9 Please see
above
Please see
above
Customer G /H1100/H1100/H1100/H1100/H1100/H1100/H1100A SOE engaged in
investments in education
infrastructure located in
the PRC
2022 100,000 Education smart robotic
products and services;
other sector-tailored
smart robotic products
and services
Schools 87,069 8.6 Within
22 months
Bank transfer
Customer H /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC government
education department
located in the PRC
2022 — Education smart robotic
products and services;
other sector tailored
smart robotic products
and services
Schools 56,778 5.6 Within
36 months
Bank transfer
Hangzhou Linping
Economic
Development and
Construction Co.,
Ltd. (ψᑗ̻຾᏶
ʮ̡)
Please see above Please see
above
Please see
above
Please see above Please see
above
49,214 4.9 Please see
above
Please see
above
For 6M2023
MAE Group
Note /H1100/H1100/H1100/H1100/H1100Please see above Please see
above
Please see
above
Logistics smart robotic
products and services;
other sector-tailored
smart robotic products
and services
Please see
above
71,425 27.4 Please see
above
Bank transfer
Customer H /H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC government
education department
located in the PRC
Please see
above
Please see
above
Education smart robotic
products and services;
other sector-tailored
smart robotic products
and services
Please see
above
16,376 6.3 Please see
above
Please see
above
Customer F /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC government
education department
located in the PRC
Please see
above
Please see
above
Education smart robotic
products and services;
other sector-tailored
smart robotic products
and services
Please see
above
11,761 4.5 Please see
above
Please see
above
Customer I /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100An entity owned by a
PRC education
department which is
engaged in education
training
2022 — Education smart robotic
products and services
Schools 9,539 3.7 Within 24
months
Bank Transfer
Customer J /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100A SOE engaged in
provision of software and
information technology
services located in the
PRC
2023 2,000,000 Education smart robotic
products and services;
other sector-tailored
smart robotic products
and services
Schools 7,168 2.7 Within
5 days
Bank Transfer
BUSINESS
– 288 –


--- page 298 ---
Note: During the Track Record Period, we had business transactions with seven group companies of MAE Group. MAE
Group is also our supplier during the Track Record Period and our connected person under the Listing Rules. See
“Business — Overlapping of Customers and Suppliers — Overlapping Relationship with MAE Group” in this section
and “Connected Transactions”.
The sales to our top five customers in each year/period during the Track Record Period amounted
to RMB492.6 million, RMB426.7 million, RMB720.9 million and RMB116.3 million, respectively,
representing 66.5%, 52.2%, 71.5% and 44.5% of our total revenue for the respective years/period.
The sales to our largest customer in each year/period during the Track Record Period amounted to
RMB279.7 million, RMB175.0 million, RMB276.6 million and RMB71.4 million, representing
37.8%, 21.4%, 27.4% and 27.4% of our total revenue for the respective years/period.
To the best of our knowledge, during the Track Record Period and up to the Latest Practicable Date,
other than MAE, all of our top five customers were Independent Third Parties. As of the Latest
Practicable Date, none of our Directors, Supervisors, their associates or any of our Shareholders
(who or which to the knowledge of the Directors or Supervisors owned more than 5% of our issued
share capital) had any interest in any of our top five customers.
Based on publicly available information and the best information and knowledge of our Directors,
our top five customers during the Track Record Period which together with certain of the Pre-IPO
Investors were government entities or state-owned enterprises in the same cities in the PRC
included (i) Hangzhou Linping Economic Development and Construction Co., Ltd. (“ Hangzhou
Linping ”) which is a SOE located in the Linping District of Hangzhou City, whereas Hangzhou
Y ouzhi and Hangzhou Hushan are ultimately controlled by Hangzhou City Y uhang District People’s
Government State-owned Assets Supervision and Administration Office and Hangzhou City Lin’an
District State-owned Assets Management Service Centre, respectively; (ii) Customer A which is a
SOE located in Xiamen City, whereas Xiamen Jinyuan and Xiamen Siming are ultimately controlled
by Xiamen Finance Bureau and Xiamen City Siming District Finance Bureau, respectively; (iii)
Customer E which is a SOE located in Nanxun District of Huzhou City, whereas Huzhou Nanxun
is ultimately controlled by Huzhou City Nanxun District Finance Bureau; (iv) Customer H which
is a government education department in Liuzhou City, whereas Liuzhou Industrial Fund and
Liuzhou Government Investment Fund are ultimately controlled by Liuzhou City People’s
Government State-owned Assets Supervision and Administration Commission, and (v) Customer J
which is a SOE located in Sichuan Province, and together with Chengdu Hongzhijia Enterprise
Management Centre (Limited Partnership)* ( ϓே҃ʘԳΆุ၍ଣʕː(Υྫ)) (i.e. a Pre-IPO
Investor), are both ultimately controlled by the Sichuan Provincial Government State-owned Assets
Supervision and Administration Commission and the Sichuan Provincial Department of Finance.
Our Group’s purchase orders for education smart robotic products and services are tailored to meet
customer needs after arm’s length negotiations, resulting in varying principal terms (such as pricing
and products/services required, payment terms, credit period and product return and exchange) and
gross profit margins. In general, sales of education hardware products and services, and software
typically enjoy higher average selling price due to the launch of new products and better economies
of scale, leading to higher gross profit margins compared to other products and ancillary services,
whereas ancillary services generally have a higher gross profit margin compared to other products
after 2022 as a result of the increased gross profit margin from ancillary services upon the
acquisition of Shanghai UBJ which became our subsidiary in July 2022. Our Directors are of the
view that (i) there are no material differences between the principal terms of our transactions (a)
with the aforementioned customers and other customers which contributed to more than 1.0% of the
total revenue of our education smart robotic products and services segment in a given financial year
during the Track Record Period and together with certain of the Pre-IPO Investors were government
entities or state-owned enterprises in the same cities in the PRC (“ Relevant Customers ”) and (b)
with the remaining customers of our education smart robotic products and services segment which
were government entities or state-owned enterprises and contributed to more than 1.0% of the total
revenue of our education smart robotic products and services segment in a given financial year
during the Track Record Period (“ Independent Customers ”); and (ii) the gross profit margins of
BUSINESS
– 289 –


--- page 299 ---
our transactions with the Relevant Customers for FY2020, FY2021, FY2022 and 6M2023 were
higher than, lower than, consistent with and lower than those with the Independent Customers,
respectively, the differences of which were caused by the different proportions of education
hardware products and services, and software, and other products and ancillary services sold to the
Relevant Customers compared to the Independent Customers in the relevant years/period.
Furthermore, Frost & Sullivan is of the view that there are no material differences in relation to the
principal terms, and the gross profit margins are comparable between our transactions with the
Relevant Customers and with general market practice in the education smart robotic products and
services industry in the PRC.
Top five customers concentration
During the Track Record Period we had a concentration of top five customers. Education smart
robotic products and services have been our principal business through which we have accumulated
substantial expertise and know-how. Our Directors consider that our customer concentration is a
result of our strategic decision to participate in government projects where certain of our top
customers cater to end-customers generally consisting of multiple government institutes, such as
schools. Taking into account our then available resources, historically we have been inclined to stay
focused in accommodating the demand of our top five customers through which we can reach out
to a number of schools. While we intend to maintain a stable relationship with our existing top five
customers, we have no intention to limit ourselves to serving only our existing top five customers.
During the Track Record Period, we developed and launched a series of sector-tailored smart
robotic products and services for logistics purposes in late FY2020 and wellness and elderly care
purposes in the second half of 2022. Going forward, as AI-empowered smart service robots become
more prevalent in other sectors, our Directors believe that we will be able to diversify our product
and service offerings for usage of scenarios across different industries by utilizing our full-stack
technologies. As such, we expect that our customer base will become more diversified and the
extent of our customer concentration is expected to decrease in the future.
After-sale services
We believe that high quality after-sales services constitute an essential factor that determines our
success as it extends the value chain of our products and services while also promoting customer
and end-user satisfaction. We have been developing and optimizing our after-sales services since
the establishment of our UBTECH brand.
The right to return and exchange products are generally agreed upon in the written agreement
between our customers and us and depends on factors including, but not limited to, (i) quality and
conformity with agreed specifications of the relevant smart service robotic product, (ii) bargaining
power and market position of the relevant customer, (iii) availability of comparable products in the
market in relation to the relevant smart service robotic product, and (iv) whether the relevant smart
service robotic products are standardized or customized. We generally allow customers to return and
exchange hardware products with defect within certain period in accordance with the agreements.
Our Directors confirm that during the Track Record Period and up to the Latest Practicable Date,
there were no material product recalls, product returns, product liability claims, warranty expenses
or customer complaints that adversely affected our business.
For our education smart robotic products and services, we typically offer 12 to 36 months warranty
commencing from the date of delivery to or inspection by the customers of such products and/or
services, depending on the category of the products and/or services. For our remaining smart service
robotic products and services, we typically offer 12 months warranty commencing from the date of
delivery to or inspection by the customers of such products and/or services.
BUSINESS
– 290 –


--- page 300 ---
For products sold to distributors which are mainly the Group’s consumer-level robots and other
hardware devices, we typically allow return and exchange of products that (a) are defective, (b) do
not conform to agreed specifications or to samples and (c) are subject to the termination of
cooperation with distributors. For certain traditional distributors and online/offline hybrid
distributors (mainly including e-commerce platforms, overseas distributors and overseas retailers),
our Group also allows the return and exchange of products that are (i) overstocked, as some of the
e-commerce platforms, overseas distributors and overseas retailers include the right to return
overstocked products that are unsold upon their request at their discretion as part of their standard
commercial terms and conditions. Based on the best information and knowledge of our Directors,
the return of such overstocked products are generally carried out within twelve months of the
delivery of such products, which is consistent with general market practice for e-commerce
platforms, overseas distributors and overseas retailers according to Frost & Sullivan; and/or (ii)
returned by retail customers to our distributors (mainly including e-commerce platforms, overseas
distributors and overseas retailers) in accordance with the unconditional right to return within a
certain period of time granted by our distributors, which generally ranges within seven to 30 days
from the date of shipment/delivery of the relevant robotic product and our Directors confirm that
the purpose of this is to comply with the applicable laws and regulations in relation to the protection
of consumer rights and interests in the countries where the relevant transactions take place.
According to Frost & Sullivan, the right to return overstocked products and the right for retail
customers of distributors to return products unconditionally within a certain period of time are
common standard terms among e-commerce platforms, overseas and/or established distributors in
order to safeguard their commercial interests by leveraging on their relatively strong market
position against counterparties which seek to make available their products to a wider range of
end-customers through such distributors. Our Directors are of the view that the establishment of
business relations with such distributors despite the inclusion of the aforementioned terms in our
agreements is in the best interest of the Group as a whole since their extensive online and/or offline
distribution networks in terms of number and geographical coverage of end-customers have enabled
us to maximize the market outreach and number of potential end-customers in relation to our robotic
products. Based on the best estimates of our Directors, the maximum periods of product return are
generally within twelve months from delivery of the products. For products which do not fulfil the
aforementioned criteria, we do not accept return or exchange but we offer maintenance and repair
services. According to Frost & Sullivan, the Group’s product return and exchange policies are in
line with market practices in relation to distribution arrangements, in particular those executed with
e-commerce platforms, in the smart service robotic products and services industry. During the Track
Record Period, the total value of our product return amounted to RMB26.4 million, RMB9.9
million, RMB4.4 million and RMB2.4 million, respectively, of which the total value of our product
return due to (i) overstock of distributors amounted to RMB16.3 million, RMB8.1 million, RMB3.0
million and RMB1.2 million, (ii) termination of distributorship agreement amounted to RMB5.3
million, nil, nil and nil, (iii) return within a certain period of time stipulated in our agreements
amounted to RMB3.8 million, RMB1.1 million, RMB1.3 million and RMB1.1 million, (iv) agreed
amendments with customers in relation to purchase amount or specification of products amounted
to RMB0.9 million, RMB0.6 million, RMB28,000 and RMB27,000, and (v) product quality
amounted to RMB0.1 million, RMB0.1 million, RMB50,000 and RMB28,000, respectively. In
relation to the accounting treatment of products return by distributors, the return clause stipulated
in the distributorship agreements is not regarded as a separate performance obligation, but it affects
the estimated transaction price for the sale as the clause of product return represented a variable
consideration included in the transaction price. For contracts which provide a customer with a right
to return the goods within a specified period, the expected value method is used to estimate the
goods that will not be returned so as to best predict the amount of variable consideration that we
will be entitled to receive. The requirements in HKFRS 15 on constraining estimates of variable
consideration are applied in order to determine the amount of variable consideration that can be
included in the transaction price. For sales that the goods are expected to be returned, a refund
liability is recognized. The amounts of refund liabilities were calculated based on the multiple of
accumulated average historical return rate and the sales for the past twelve months.
On the other hand, a right-of-return asset and the corresponding adjustment to cost of sales are also
recognized for goods expected to be returned. The amounts of right-of-return assets were calculated
based on the multiple of accumulated average historical return rate and the cost of sales for the past
twelve months.
BUSINESS
– 291 –


--- page 301 ---
When goods are returned, the refund liabilities are settled by cash or offsetting accounts receivables
due from the distributors and the right-of-return assets are transferred to the inventories of returned
goods.
The reasonableness of all assumptions and the estimated amounts of product return are reassessed
by the Group at each reporting date. As at December 31, 2020, 2021 and 2022 and June 30, 2023,
the refund liabilities are RMB21.1 million, RMB21.4 million, RMB15.3 million and RMB13.3
million and right-of-return assets are RMB8.6 million, RMB5.8 million, RMB6.5 million and
RMB7.9 million, respectively. The difference between the amount of actual products returned and
the provision recognized as refund liabilities were adjusted to the revenue and cost of sales for the
respective period/year.
We recorded product return of RMB26.4 million in FY2020 mainly because of (i) certain traditional
distributors and online/offline hybrid distributors (mainly including e-commerce platforms, an
overseas household supplies and hardware distributor and established overseas retailers which
operate multiple chain stores in the United States) were unable to sell the products, mainly
consumer-level robots and other hardware devices such as Jimu series (non-education) robots and
accessories and movie licensed robots, due to lowered market demand during the COVID-19
outbreak, and they returned overstocked products to us pursuant to the relevant distributorship
agreements; and (ii) product return from a traditional distributor from overseas upon the termination
of our exclusive distributorship agreement in 2018 due to its failure in achieving the minimum
purchase amount pursuant to the aforementioned agreement. According to the best information and
knowledge of our Directors, we had no material outstanding disputes with our customers as a result
of product return during the Track Record Period and up to the Latest Practicable Date. We did not
experience any other material product return during the Track Record Period.
OUR SUPPLIERS
Our suppliers primarily consist of (i) providers of raw materials and hardware for the development,
assemble and production of our smart service robotic products and services, and (ii) subcontractors
in relation to services which we consider it is more efficient to subcontract that are not within our
expertise in order to reduce our operational costs and focus on our core business (e.g. training and
teaching support services for our education smart robotic products and services and contract
manufacturing services). We select leading suppliers in the relevant sectors in order to ensure the
availability and quality of such hardware, equipment and services. Our procurement process is
under constant review for higher efficiency and cost control purpose without jeopardizing the
quality of deliverables.
Providers for raw materials and hardware
The key raw materials and hardware for the development, assemble and production of our
smart service robotic products and services include, but are not limited to, entire machine and
module components, chip module on the board and electronic parts, servo components, motor
components, intelligent drive induction devices, optical components, sensor components and laser
components. We may require the suppliers to develop and manufacture the components based on the
specifications of us with quality standards satisfactory to us. Upon receiving the hardware, we
retain the right to reject or return based on the results of our inspection. We typically obtain
quotations from at least two suppliers, in order to ensure supply stability and optimal procurement
cost control, whereas we may source those components which we believe substitute suppliers can
be easily identified.
We normally enter into master agreements with raw materials and hardware providers which set out
the general terms and conditions of cooperation. We make separate purchase orders pursuant to the
framework agreements and negotiate prices and volumes before creating each purchase order. We
typically pay a fixed fee and make the payment as set forth in the purchase order, and the supplier
is typically responsible for the delivery of the products.
BUSINESS
– 292 –


--- page 302 ---
Prior to entering into business relationships with such raw materials and hardware providers, we
evaluate a variety of factors, including their research and development capabilities, product quality,
qualification, reputation, pricing, and overall services. We perform thorough due diligence on our
suppliers, request samples before making purchase orders and regularly monitor and review their
performance.
Subcontractors
During the Track Record Period, we also engaged subcontractors. We generally outsource our
services when our Directors consider it is more efficient to subcontract certain services that are not
within our expertise in order to reduce our operational costs and focus on our core business. We
generally engage subcontractors for services such as teaching support services for our education
smart robotic products and services (which typically include providing on-site operation team to
address any issues, operation support services, teaching training services) and contract
manufacturing services. We believe such subcontracting arrangements allow us to reduce the labor
cost and increase our flexibility and capacity in carrying out the projects.
We maintain good relationships with our subcontractors through frequent and open communication
on project-related matters, particularly on the progress of work and project requirements. There was
no material delay in delivery of services by subcontractors during the Track Record Period. For
FY2020, FY2021, FY2022 and 6M2023, the amount of subcontracting service fee paid by us was
RMB80.3 million, RMB105.8 million, RMB63.8 million and RMB6.9 million, respectively,
accounting for 19.6%, 18.8%, 8.9% and 3.3%, respectively, of our total cost of sales for the
corresponding year/period. The increase in subcontracting fee from FY2020 to FY2021 was
primarily due to the increase in subcontracting fee for our education smart robotic products and
services. See “Financial information — Review of historical results of operation — FY2021
compared to FY2020 — Cost of sales” for further details.
We typically select our subcontractors based on the prices, contract performance, delivery ability,
quality of services. We are selective of the subcontractors we work with and implement stringent
management procedures to control the work of our subcontractors. Our procedures include:
(i) adopting a series of strict cost auditing measures, which are reviewed regularly by our
management; and (ii) designating project management personnel who are employed by our Group
to supervise and manage our subcontractors and holding meetings with subcontractors to discuss
their performance, construction progress. To the best of our knowledge, save as Shanghai UBJ
which was acquired by our Group in 2022, during the Track Record Period and up to the Latest
Practicable Date, all of our subcontractors were Independent Third Parties.
Top Suppliers
The purchases from our top five suppliers in each year/period during the Track Record Period
amounted to RMB144.3 million, RMB195.0 million, RMB188.2 million and RMB105.8 million,
respectively, representing 35.2%, 34.7%, 26.3% and 50.7% of our total cost of sales for the
respective years/period. The purchases from our largest supplier in each year/period during the
Track Record Period amounted to RMB73.9 million, RMB93.7 million, RMB60.5 million and
RMB44.8 million, representing 18.0%, 16.7%, 8.5% and 21.5% of our total cost of sales for the
respective years/period.
BUSINESS
– 293 –


--- page 303 ---
The following tables set forth the details of our top five suppliers during the Track Record Period:
Supplier Principal business
Y ear of
commencement
of business
relationship
with us
Registered
Capital
Types of products/
services procured by us
Amount of
purchases
%o f
our total
cost of
sales
Credit
period
Settlement
method
(RMB’000) (RMB’000) (%)
For FY2020
Shanghai UBJ (1) /H1100/H1100A private company
engaged in technology and
software services,
development and
consulting and sales of
education equipment
located in the PRC
2018 7,243 Subcontracting of
ancillary services (such as
teacher training and event
organization support) and
raw materials and
consumables (such as
education hardware,
teaching toolkits and
custom display systems)
73,899 18.0 Within
30 days
Bank transfer
Supplier A /H1100/H1100/H1100/H1100/H1100/H1100A subsidiary of a company
listed on the Shenzhen
Stock Exchange engaged
in sales of computer
components,
communications equipment
and instruments located in
the PRC
2020 700,000 Raw materials and
consumables such as
compliers and computers
for teaching purposes
25,473 6.2 Within
60 days
Bank transfer
Supplier B /H1100/H1100/H1100/H1100/H1100/H1100A subsidiary of a company
listed on the Shenzhen
Stock Exchange engaged
in interior and decoration
design and development
and sales of computer
software and hardware
located in the PRC
2019 20,000 Installation costs in
relation to design and
construction works for
educational project sites
and schools
18,807 4.6 Within
20 days
Bank transfer
Beijing Yin Si
Lang
Information
Technology Co.,
Ltd.
(ڦࣦܠ
ʮ
̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
A company with over 30%
shareholding held by a
company listed on Hong
Kong Stock Exchange
engaged in technology
services and development
and sales of computer
software and hardware
located in the PRC
2018 204,080 Raw materials and
consumables such as
compliers, displays and
monitors, computers,
robot extensions,
switchboards and other
accessories for
educational project sites
15,264 3.7 Within
60 days
Bank transfer
Shenzhen Top-Tek
Technology Co.,
Ltd
(౷इ
ࠢ
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
A private company
engaged in sales and
development of intelligent
home appliances, industrial
automation products and
new energy products
located in the PRC
2017 46,236 Raw materials and
consumables such as
PCBAs, sensor plates,
sockets, connectors,
power boards and
mainboards
10,861 2.7 Within
30 days
Bank transfer
BUSINESS
– 294 –


--- page 304 ---
Supplier Principal business
Y ear of
commencement
of business
relationship
with us
Registered
Capital
Types of products/
services procured by us
Amount of
purchases
%o f
our total
cost of
sales
Credit
period
Settlement
method
(RMB’000) (RMB’000) (%)
For FY2021
Shanghai UBJ (1) /H1100/H1100Please see above Please see
above
Please see
above
Please see above 93,683 16.7 Please
see
above
Please see
above
Supplier A /H1100/H1100/H1100/H1100/H1100/H1100Please see above Please see
above
Please see
above
Please see above 37,465 6.7 Within
75 days
Please see
above
Taiyuan Aoteli
Logistics
Technology Co.,
Ltd.
(̹ෳतഺ
ʮ
̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
A private company
engaged in design, sales
and installation of
automated warehousing
and logistics system and
equipment located in the
PRC
2020 31,696 Raw materials and
consumables such as
backplanes, stackers,
electronic control
systems, rails, and ground
operating stations for
stacker cranes for
logistics smart robotic
products and services
projects
25,412 4.5 Nil Bills
Shanghai
XingJian
Intelligent
Technology Co.,
Ltd
(ɪऎБᇋ౽ঐ
ʮ̡) /H1100
A private company
engaged in development of
intelligent and automation
technology and sales of
electrical equipment
located in the PRC
2020 10,000 Raw materials and
consumables such as truss
manipulators for logistics
smart robotic products
and services projects
19,540 3.5 Within
30 days
Bank transfer
Supplier C
(2) /H1100/H1100/H1100/H1100A private company
engaged in design,
manufacturing and
installation of intelligent
conveying machinery and
equipment, general
mechanical and electrical
equipment located in the
PRC
2021 50,000 Raw materials and
consumables such as lifts,
conveyors, pulleys,
diverters, hoisters and
roller machines for
logistics smart robotic
products and services
projects
18,939 3.4 Nil Bank transfer
and bills
For FY2022
Supplier C
(1) /H1100/H1100/H1100/H1100Please see above Please see
above
Please see
above
Please see above 60,507 8.5 within
90 days
Please see
above
Shanghai UBJ (2) /H1100Please see above Please see
above
Please see
above
Please see above 49,364 6.9 Please
see
above
Please see
above
Wuhan Perfect
Industrial
Equipment Co.,
Ltd.
(ဏ౷ിतʈ
ʮ
̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
A private company
engaged in storage
equipment, general
machinery and equipment
and research and
development on metal
products located in the
PRC
2020 5,000 Raw materials and
consumables such as steel
structures (including
shelves and rails), pallets
and trays for green tires
for logistics smart robotic
products and services
projects
36,240 5.1 Nil Bank transfer
BUSINESS
– 295 –


--- page 305 ---
Supplier Principal business
Y ear of
commencement
of business
relationship
with us
Registered
Capital
Types of products/
services procured by us
Amount of
purchases
%o f
our total
cost of
sales
Credit
period
Settlement
method
(RMB’000) (RMB’000) (%)
Supplier D /H1100/H1100/H1100/H1100/H1100/H1100A private company
engaged in design,
manufacturing and
installation of intelligent
conveying machinery and
equipment, general
mechanical and electrical
equipment located in the
PRC
2021 50,000 Raw materials and
consumables such as
stackers, electronic
control systems and rails
for logistics smart robotic
products and services
projects
21,901 3.1 Within
180 days
Bank transfer
and bills
Supplier E /H1100/H1100/H1100/H1100/H1100/H1100/H1100A private company
engaged in civil
engineering construction
located in the PRC
2022 20,000 Raw materials and
consumables such as
safety net, mezzanine
fence, steel ladder and
stairs for logistics smart
robotic products and
services projects
20,146 2.8 Nil Bank transfer
and bills
For 6M2023
Wuhan Perfect
Industrial
Equipment Co.,
Ltd.
(ဏ౷ിतʈ
ʮ
̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
A private company
engaged in storage
equipment, general
machinery and equipment
and research and
development on metal
products located in the
PRC
2020 5,000 Raw materials and
consumables such as steel
structures (including
shelves and rails), pallets
and trays for green tires
for logistics smart robotic
products and services
projects
44,802 21.5 Within 3
months
Bank transfer
and bills
Shenzhen HW
Automation
Equipment Co.,
Ltd. ( ଉέ̹҃
ਃІਗʷண௪Ϟ
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
A private company
engaged in general
machinery manufacturing
located in the PRC
2022 14,286 Raw materials and
consumables such as
stackers and industrial
forks for logistics smart
robotic products and
services projects
27,911 13.4 Within
14 days
Bank transfer
and bills
Supplier F /H1100/H1100/H1100/H1100/H1100/H1100A private company
engaged in general
machinery manufacturing
located in the PRC
2021 5,000 Raw materials and
consumables including
various types of PCBA
boards installed on
AiRROBO vacuum
cleaner
11,238 5.4 Within
30 days
Bank transfer
Supplier G /H1100/H1100/H1100/H1100/H1100/H1100A private company
engaged in household
refrigeration electrical
appliance manufacturing
located in the PRC
2021 11,216 Raw materials and
consumables including
LIDAR and dust collector
for AiRROBO vacuum
cleaner
10,910 5.2 Within
30 days
Bank transfer
BUSINESS
– 296 –


--- page 306 ---
Supplier Principal business
Y ear of
commencement
of business
relationship
with us
Registered
Capital
Types of products/
services procured by us
Amount of
purchases
%o f
our total
cost of
sales
Credit
period
Settlement
method
(RMB’000) (RMB’000) (%)
Zhicheng Power
(Beijing)
Technology Co.,
Ltd. ( ౽ዐਗɢ
(̏ԯ)ࠢ
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
A private company
engaged in science and
technology promotion and
application services
located in the PRC
2022 908 ODM services in relation
to the hardware of pool
cleaning robot
10,904 5.2 Nil Bank transfer
Notes:
(1) Shanghai UBJ was acquired by our Group in July 2022. See “History, Development and Corporate Structure —
Material Acquisitions During the Track Record Period”.
(2) During the Track Record Period, we had business transactions with two companies in the same group of Supplier C.
During the Track Record Period, our Directors confirmed that we have not experienced any
significant material fluctuation in prices set by our suppliers, material breach of contract on the part
of our suppliers or delay in delivery of our orders from our suppliers.
To the best of our knowledge, during the Track Record Period and up to the Latest Practicable Date,
save as Shanghai UBJ which was acquired by our Group in 2022, all of our top five suppliers were
Independent Third Parties. As of the Latest Practicable Date, none of our Directors, Supervisors,
their associates or any of our Shareholders (who or which to the knowledge of the Directors or
Supervisors owned more than 5% of our issued share capital) had any interest in any of our top five
suppliers.
We may enter into master contracts with our suppliers and place purchase orders with them on
case-by-case basis. The following table sets forth the general terms of our master contracts with
suppliers of raw materials and hardware:
Term of contract /H1100/H1100/H1100/H1100/H1100/H1100Generally one year.
Payment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100The master contracts will set out payment terms.
Delivery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100The supplier is generally responsible for delivering the raw
materials to our designated locations. The master contract will
specify that the supplier is subject to penalty for late delivery.
Quality assurance /H1100/H1100/H1100/H1100/H1100We require the raw materials to satisfy our requirements. If the raw
materials are defective or fail to satisfy our requirements, the
supplier shall send us replacement or rectify the defects.
Confidentiality /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We generally require the supplier to enter into a confidentiality
agreement.
Termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100The contracts can be terminated if either party fails to perform its
respective obligations under the agreement.
BUSINESS
– 297 –


--- page 307 ---
The following table sets forth the general terms of our purchase orders with suppliers of raw
materials and hardware:
Unit price, types and
specifications of
materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Price is generally determined based on (i) the quantity of materials
purchased and (ii) the unit price with reference to the specification
of the materials as stated in the agreement and the prevailing
market price upon the entering into the agreement.
The specifications of the materials (such as type and usage of
materials, technical specifications, trademark, producer, packaging
and manufacturing process) are stated in the agreement.
Payment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100The terms of payment will be stated in the agreement and payment
is typically upon delivery or within a specific period from the date
of invoice issuance.
Credit Period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Generally within 90 days.
Delivery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our supplier is generally responsible for delivering the materials to
our designated locations.
Warranty /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Generally 24 months.
Intellectual property /H1100/H1100/H1100The intellectual property rights of the design, specifications and
prototype (if any) provided by our Group to our suppliers shall
belong to our Group. Without our consent, our suppliers shall not
disclose such information to third parties.
The terms of subcontracting agreements are determined on a case-by-case basis with reference to
specific requirements for each project. We obtain quotations from subcontractors where service is
needed. The following table sets forth the general terms of our contracts with the subcontractors:
Terms Description
Duration of agreement /H1100/H1100/H1100The duration of our sub-contracting agreements vary according to
the complexity of the services but typically range from one to three
years.
Payment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Payments are generally made in instalments based on progress of
services, with the first installment paid upon signing of agreement
and last installment paid upon inspection and delivery.
Warranty deposit /H1100/H1100/H1100/H1100/H1100/H1100/H1100There is usually a warranty deposit ranging from 3% to 10% of
contract sum.
Warranty period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100There is usually a warranty period of one to two years.
Termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100The contracts can be terminated if either party fails to perform its
respective obligations under the agreement.
OVERLAPPING OF CUSTOMERS AND SUPPLIERS
Overlapping relationship with MAE Group
Background
On September 7, 2020, pursuant to an agreement entered into by our Company, MAE and Tianjie
Logistics (a wholly owned subsidiary of MAE) dated July 30, 2020, Wuxi Uqi was established
under the laws of PRC by our Company and MAE, holding 51% and 49% equity interest,
respectively. For details, please see “History, Development and Corporate Structure — Our major
subsidiaries — Wuxi Uqi”.
BUSINESS
– 298 –


--- page 308 ---
As at the Latest Practicable Date, each of our Company and MAE is interested in Wuxi Uqi as to
36.22% and 30.97%, respectively. Prior to the establishment of Wuxi Uqi, MAE generally supplied
products and services to its end-users through its subsidiaries (together with MAE, “ MAE Group ”).
MAE Group is a company listed on Shenzhen Stock Exchange (stock code: 002009.SZ). Based on
public information, MAE Group’s major business include (i) intelligent equipment business (which
include automotive intelligent equipment, material handling equipment and logistics equipment and
maintenance); (ii) lithium battery recycling business; (iii) recycling equipment business; and (iv)
heavy industry machinery business. Its major customers include large automobile companies and
other conglomerate customers. Our logistics smart robotic products and services, which are
designed to be utilized for warehousing and materials handling and transportation, can assist MAE
Group to fulfill its customers’ demand and requirements. In order for MAE Group to focus on its
main business more efficiently and to streamline its operations, and for our Group to consolidate
our technological know-how for logistics smart robotic products and services into one operating
subsidiary, Wuxi Uqi was established for the purpose of R&D, manufacture and sales of industrial
and service robots, intelligent industrial and intelligent logistics products and services, and Tianjie
Logistics agreed to transfer its intellectual property to Wuxi Uqi for its development. Since the
establishment of Wuxi Uqi, Wuxi Uqi became involved in supplying products and services, which
are utilized in warehousing and materials handling and transportation, to end-users through business
relationship with MAE Group.
Given that MAE is a substantial shareholder of our subsidiary, Wuxi Uqi, MAE and its subsidiaries
are our connected persons under Chapter 14A of the Listing Rules. As such, all transactions with
MAE Group constitute continuing connected transactions upon listing. Our transactions with MAE
Group had been, and will be, on normal commercial terms. For details, see “Connected Transactions
— Connected Transactions”.
MAE Group as our customer
MAE Group was one of our top five customers for FY2021, FY2022 and 6M2023. Our revenue
generated from MAE Group was approximately RMB12.7 million, RMB175.0 million, RMB251.2
million, RMB29.2 million and RMB71.4 million, representing approximately 1.7%, 21.4%, 24.9%,
10.3% and 27.4% of our total revenue for FY2020, FY2021, FY2022, 6M2022 and 6M2023,
respectively. In particular, a substantial portion of our revenue from our logistics smart robotic
products and services were derived through MAE Group. Our revenue generated from MAE Group
was higher in FY2021 than in FY2020 since we launched our logistics smart robotic products and
services in late 2020. The substantial increase in revenue in FY2021 was driven by the increase in
number of projects completed from two in FY2020 to 43 in FY2021 and the higher contract value
of the projects completed in FY2021. Our revenue generated from MAE Group increased from
RMB175.0 million in FY2021 to RMB251.2 million in FY2022 due to the completion of certain
projects of higher revenue during the year for a sizeable end-user in the automobile industry.
The following diagrams illustrate our relationship with MAE Group as our customer:
Payment
Delivery of products and services
Payment
End-users
MAE Group
Our Group
BUSINESS
– 299 –


--- page 309 ---
MAE Group tender and enter into contracts with the end-users. We, as suppliers of products and
services, entered into contracts with MAE Group to supply to such end-users (collectively, “ MAE
Arrangements ”). Under our contracts with MAE Group, we are required to deliver our products
and services to MAE Group’s designated location who are the end users.
Reasons and benefits
From our Group’s perspective, our Group entered into business arrangements with MAE Group
given that MAE Group has long history of operation with a large customer base which is our
targeted customer group (i.e. automobile manufacturers). As we only entered into the logistics and
mobile smart robotic products and services industry in late FY2020, we believe that we would be
able to leverage the clientele of the MAE Group to achieve a quick expansion. During the Track
Record Period, our revenue from logistics smart robotic products and services business increased
significantly since the launching our logistics smart robotic products and services business.
Our Directors believe that from the MAE Group’s perspective, there are only a limited number of
AI and robotic companies in China which possess the requisite and acceptable level of experience
and technical know-how to reach the product and service requirements and specifications of their
global conglomerate customers. In the long-term, our Directors intend for Wuxi Uqi to gradually
build up its own brand name and reputation to attract more end-customers.
MAE Group as our supplier
Aside from the MAE Arrangements, our Group also (i) procures goods such as speed reduction
motor, hydraulic buffers and motors; and (ii) engages for the provision of services such as design
and installation of equipment from MAE Group. During the Track Record Period, our procurement
from MAE Group amounted to RMB1.7 million, RMB16.6 million, RMB2.4 million and RMB1.1
million, representing approximately 0.4%, 3.0%, 0.3% and 0.5% of our total cost of sales for
FY2020, FY2021, FY2022 and 6M2023, respectively.
Our Group procures logistics services machinery from MAE Group as our Directors consider that
(i) MAE Group has an extensive network of machinery procurement chain with globally agreed
procurement price and can offer us a competitive package compared to fee packages offered by
independent third parties and (ii) sourcing from MAE Group and supplying products and services
to their end-users can streamline logistics arrangement and enhance efficiency as we will not need
to liaise and make arrangements with multiple parties. Our purchases from the MAE Group is not
inter-conditional with the MAE Arrangements discussed above.
The table below sets forth the revenue, purchases and gross profit margin for transactions between
our Group and MAE Group during the Track Record Period:
Y ear/period Revenue
Percentage
to total
revenue Purchases
Percentage
to total
cost of
sales
Gross
profit/loss
margin of
sales
(RMB’000) (%) (RMB’000) (%) (%)
FY2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,691 1.7 1,659 0.4 16.7
FY2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100175,005 21.4 16,594 3.0 13.3
FY2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100251,244 24.9 2,353 0.3 7.6
6M2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071,425 27.4 1,102 0.5 13.3
The fluctuations in the volume of transactions between our Group and the MAE Group during the
Track Record Period were due to the actual business demands of the end-users.
BUSINESS
– 300 –


--- page 310 ---
Our ongoing business operations
Our Directors are of the view that our Group is and will be able to secure contracts with end-users
directly and independently, given that (a) during the Track Record Period, we were also able to enter
into contracts with end-users directly without the involvement of MAE Group; and (b) Wuxi Uqi
acquired a subsidiary of MAE Group (namely, Jiangsu Tianhui Technology Development Co., Ltd.)
in December, 2022 which has existing business relationships with certain end-users to increase our
competitiveness in project tendering. Our Directors expect that our revenue derived through MAE
Group will gradually decrease and be gradually be replaced with revenue directly generated from
end-users. See “History, development and corporate structure — Wuxi Uqi” for further details.
Other overlapping customers and suppliers
The following table sets forth our major suppliers who were also our customers during the Track
Record Period other than MAE Group.
Supplier Principal business Y ear/period Purchases Revenue
Gross
profit/(loss)
margin of
sales Reasons for overlapping
(RMB’000) (RMB’000) %
Shanghai
UBJNote /H1100/H1100/H1100
See above FY2020 73,899 1,179 45.8 During the Track Record
Period, we purchased
from Shanghai UBJ
teacher training and
ancillary support
services which we sold
to customers together
with our hardware
products. We sold to
Shanghai UBJ our
hardware products which
Shanghai UBJ sold to its
customers together with
its services.
FY2021 93,683 4,454 37.1
FY2022 49,364 427 35.3
6M2023 — — —
Shenzhen Top-
Tek
Technology
Co., Ltd
(౷
ٰ
ʮ
̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
See above FY2020 10,861 484 (9.1) During the Track Record
Period, our Group
sourced electronic
materials from suppliers
and sold them to
Shenzhen Top-Tek
Technology Co., Ltd,
who then produces
hardware parts and
components for our
Group using such
electronic materials.
FY2021 11,870 1,238 (19.0)
FY2022 10,910 2,411 (41.3)
6M2023 1,536 324 (46.6)
Note: Shanghai UBJ was acquired by our Group in July 2022. See “History, Development and Corporate Structure —
Material Acquisitions during the Track Record Period”.
Our Directors consider that the revenue in relation our overlapping customers and suppliers (other
than to MAE Group) were generally insignificant during the Track Record Period and the
transactions were in our Group’s ordinary course of business.
BUSINESS
– 301 –


--- page 311 ---
PRODUCTION
Our production methods
We manufacture and produce our products through (i) our self-operated production facilities or (ii)
our contract manufacturers during the Track Record Period. We select which production method to
adopt for different types of products after a careful consideration of a wide range of factors,
including but not limited to the confidential nature of our core technologies, manufacturing costs,
technical complexity, and production capacity. During the Track Record Period, we mainly engaged
our contract manufacturers to manufacture and produce our consumer-level robots and other
hardware devices which do not utilize or only utilize to a small extent our core technologies,
whereas we produce our relatively more technically complex products and product components such
as our education smart robotic products and servo actuators in our self-operated production
facilities in order to better safeguard our core technologies.
In-house production
We conduct in-house production at our production facilities in China for the majority of our robots
and core components of our products that involve manufacturing technology or serve strategic
purposes. To ensure high level of quality and reliability, our dedicated manufacturing team, in close
collaboration with our design and engineering arm, manages and conducts manufacturing of our
products, mainly including servo actuators, Jimu series, uKit, humanoid Y anshee, Cruzr, AIMBOT,
ADIBOT, AMRs and A TRIS.
We produce smart service robotic products which use significant core technologies self-developed
by us at our in-house production facilities, whereas we also leverage on contract manufacturers to
produce certain products such as consumer-level robots and other hardware devices which only use
part of our core technologies.
We formulate production schedules and plans according to the market demand, taking into
consideration with the level of our stock and utilization rates of our production facilities. We have
implemented a comprehensive set of internal production and operation policies in compliance with
the applicable national and international industry standards. We carry out regular inspections to
assess the conditions of our production facilities and conduct necessary repairs and maintenance.
We have also introduced and implemented a stringent reporting system as to all the accidents and
malfunction of the equipment and keep all the relevant records. See “Quality Control” in this
section for further details.
Contract manufacturers
We also leverage on contract manufacturers to produce certain products, mainly consumer level
robots and other hardware devices including humanoid Alpha Mini and AiRROBO vacuum cleaner,
to increase the flexibility of production process. The following table sets forth the service fees
incurred from contract manufacturing, revenue and gross profit margin attributable to our sales of
products manufactured by contract manufacturers during the Track Record Period:
FY2020 FY2021 FY2022 6M2023
Service fees paid to OEM contract
manufacturers (Note 1)
(RMB‘000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,753 7,551 5,893 4,925
Purchase cost of ODM products
(Note 2) (RMB‘000)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,019 42,776 40,312 29,881
Revenue (RMB‘000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071,768 95,514 128,632 37,249
Gross profit margin (%) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110048.3 29.5 10.7 25.7
Notes:
1. This represents the service fees paid to OEM contract manufacturers for production of products or processing of raw
materials.
BUSINESS
– 302 –


--- page 312 ---
2. This represents purchase cost of ODM products (such as AiRROBO vacuum cleaner) purchased from contract
manufacturers.
During the Track Record Period, revenue generated from sales of products manufactured by
contract manufacturers were mainly humanoid Alpha Mini which were mostly manufactured before
the Track Record Period and AiRROBO vacuum cleaner which were manufactured through ODM.
These products accounted for over 80.0% of revenue generated from our sales of products
manufactured by contract manufacturers during the Track Record Period. During the Track Record
Period, our gross profit margin of products manufactured by contract manufacturers decreased
primarily because we adjusted the selling price of our humanoid Alpha Mini (non-education)
products downward to boost its sales in order to deal with the slow-moving inventory.
During the introduction stage of new products and services, our production manufacturing team and
our contract manufacturers are jointly responsible for process planning to ensure compliance with
our specifications and quality requirements. During the mass production stage, we monitor the
manufacturing processes and procedures.
We select our contract manufacturers partners based on a number of factors, including technological
expertise, product quality, manufacturing capacity, market reputation and price. We have
implemented robust quality control standards and policies on our contract manufacturers. During
the Track Record Period, we have strategically entered into business partnerships with a number of
well-known OEM manufacturers. Our Directors confirm that during the Track Record Period, we
did not encounter any material dispute with our contract manufacturers, material breach of contract
on the part of our contract manufacturers or delay in delivery of components, products or services
from our orders with our contract manufacturers.
We enter into manufacturing agreements with our contract manufacturers, and place purchase orders
with them on a case-by-case basis. The following table sets forth the general salient terms of our
manufacturing agreements with our contract manufacturers:
Duration of agreements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Generally one year which will be automatically
extended by one-year period unless notified
otherwise.
Payment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100The payments are generally made by bank transfer on
a monthly basis.
Delivery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100The contract manufacturer is generally responsible for
delivering the finished products to our designated
location, and may be subject to penalty for late
delivery.
Quality assurance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We require the finished products to satisfy our
requirements. If the finished products are defective or
fail to satisfy our requirements, the contract
manufacturer shall rectify the defects and make
compensations for that.
Confidentiality /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100We generally require the contract manufacturer to
keep all the information in relation to our business
confidential, and enter into a confidentiality
agreement.
Intellectual property /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100For OEM contract manufacturers, the intellectual
property rights of the design, specifications and
prototype (if any) provided by our Group to our
contract manufacturers shall belong to our Group.
Without our consent, our contract manufacturers shall
not disclose such information to third parties. We may
also require the contract manufacturers to undertake
that the end products delivered to our Group do not
constitute any infringements of intellectual properties
of third parties.
BUSINESS
– 303 –


--- page 313 ---
Packaging and labelling /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100For OEM contract manufacturers, the packaging and
labelling of the products shall be in accordance with
our requirements.
Termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100The agreements can be terminated by prior written
notice if either party fails to perform its respective
obligations under the agreement.
Our production processes
Production process of our servo actuators
The following diagram illustrates the principal steps of the production process generally applicable
to our servo actuators:
Electric
current test
Noise
test
Software
upgrade test
Latched
position test
Angle
test
Assembly
Testing
Further
Assembly
1
2
3
PCB assembly
Bearing assembly Gears assemblyGear lubrication
Vibration
test
Alignment
test
Torque
test
Dummy
test
Speed
test
Laser carving Motor assembly
Transfer to production
 lines of robotic products
for further assembly
 Assembly stage — The production of each of our servo actuators involves a laser carving
process in which a unique device number is imprinted on the motor/outer case for
identification purposes at subsequent production stages. We assemble the motor, being the
core unit, together with a printed circuit board, a bearing, and three levels of gears. The
assembling procedures are automated and conducted through our pre-instaled robotic arms.
Afterwards, we proceed to lubricate the gears and assemble all components into a carrying
case.
 Testing stage — After the assembly stage, we carry out multiple tests to ensure that the
produced actuators function properly. The tests we conduct in this stage include electric
current test, noise test, software upgrade test, latched position test, angle test, speed test,
dummy test, torque test, alignment test and vibration test.
After completion of the assembly and testing stages, our actuators are then transfered to our robotic
production lines discussed below for further assembly.
BUSINESS
– 304 –


--- page 314 ---
Production process of our robotic products
The following diagram illustrates the principal steps of the production process generally applicable
to our robotic products:
Servo
actuators
Assembly
Assembly of core components
Robotic/humanoid
body components
Smart
devices Battery
Overall
functionality
test
Battery
recharge
Aging
test
Posture
correction
Completeness
check
Appearance
check
Packaging
and
storage
Component
functionality
tests
(where applicable)
Testing
Packaging
1
2
3
Software
upgrade
 Assembly stage — We generally start the production process of our robotic products by first
assembling the essential robotic or humanoid body components together with our self-
produced servo actuators to form the core body of the product. Depending on the type of
product being produced and the functionalities required, the core body is further assembled
with other additional components such as smart devices and batteries. Where applicable, we
may conduct various component functionality tests.
 Testing stage — After we assemble all of the required components and devices of the product,
an overall completeness check is performed to ensure that all components and devices have
been properly assembled, and necessary software upgrades are also carried out at this stage.
An overall functionality test is then conducted to test whether the product could perform all
of its intended functions properly. The next step is posture correction, where we perform more
specific tests and carry out necessary adjustments to ensure the accuracy of the physical
postures and movements of the product, which is especially important for our robotic products
with humanoid features. Finally, the product goes through an aging test and an appearance
check, and in the case of humanoid robotic products, a battery recharge, before finally moving
to the packaging stage.
 Packaging stage — The finished robotic products are packaged together with the ancillary
devices and transported to the warehouses for storage.
Our production facilities
As of the Latest Practicable Date, we had eight production facilities in total, seven of which were
in operation. The following table sets forth their details:
City
Approximate
gross floor area/
land use area Main functions/current status
(s.q. m)
Product mass operation:
1. Shenzhen 5,300 Production of (i) wellness and elderly care smart robotic
products and consumer-level robots and other hardware
devices and (ii) product demonstrations for R&D
2. Xiamen 3,200 Production of servo actuators and education smart robotic
products
BUSINESS
– 305 –


--- page 315 ---
City
Approximate
gross floor area/
land use area Main functions/current status
(s.q. m)
3. Shijiazhuang (1) 19,100 Production of servo actuators and education smart robotic
products
4. Jiujiang 5,300 Production of general service smart robotic products
5. Wuxi 5,600 Production of logistics smart robotic products
6. Liuzhou
(2) 9,500 Production of AiRROBO vacuum cleaner
Ancillary production functions:
7. Guiyang 1,400 Post-sales repair and maintenance
Not yet in full operation:
8. Anqing 2,200 Under construction
Notes:
(1) An additional reserve production line is currently under construction at our Shijiazhuang production facility which
will be available for the production of general service smart robotic products in the future.
(2) Our Liuzhou factory has commenced mass production of AiRROBO vacuum cleaner from May 2023.
The following tables sets forth the details of the production capacities and utilisation rates of our
production facilities in operation during the Track Record Period:
By factory (finished products)
Factory
Aggregate designed
annual production
capacity of finished
products (units) (1)
Aggregate utilization rate (%)
FY2020 FY2021 FY2022 6M2023
1 Xiamen 121,000 57.1% 59.8% 38.0% 8.2%
2 Kunming 3,013 10.0% 6.4% 19.7% —
3 Shenzhen 142,863 0.0% 3.7% 48.4% 130.6%
4 Jiujiang 2500 — — 3.1% 5.3%
5 Shijiazhuang 135,00 0——— 13.1%
6 Wuxi 2,00 0——— 13.6%
7 Liuzhou 180,00 0——— 8.5%
By factory (product components)
Factory
Aggregate designed
annual production
capacity of product
components
(units) (1)
Aggregate utilization rate (%)
FY2020 FY2021 FY2022 6M2023
1 Xiamen 960,000 31.0% 34.6% 33.5% 16.8%
2 Kunming —————
3 Shenzhen 800,000 — 53.1% 78.0% 90.0%
4 Jiujiang —————
5 Shijiazhuang 540,00 0———
6 W u x i —————
7 Liuzhou —————
BUSINESS
– 306 –


--- page 316 ---
By production line
Factory Production line
Designed
annual
production
capacity
(units) (1)
Production volume (units) Utilisation rate (%)
FY2020 FY2021 FY2022 6M2023 FY2020 FY2021 FY2022 6M2023
1 Xiamen Small-size education
smart robots (2)
110,000 (3) 62,808 64,606 41,260 3,950 57.1% 58.7% 37.5% 7.2%
Humanoid education
smart robots (4)
11,000 (5) 6,238 7,805 4,738 1,028 56.7% 71.0% 43.1% 18.7%
4kg servo actuators 600,000 210,868 307,179 255,383 67,100 35.1% 51.2% 42.6% 22.4%
12kg servo actuators 360,000 86,822 25,020 66,536 13,428 24.1% 7.0% 18.5% 7.5%
2 Kunming (15) Logistics smart
robots (6)
2,000 — — 59 3——— 29.7% —
General service smart
robots (7)
1,013 (8) 302 193 2 — 29.8% 19.1% 0.2% —
3 Shenzhen Small-size robotic
products (9)
18,000 (10) — 4,248 (11) 1,517 — 0.7% 23.6% 8.4% —
Disinfection smart
robots (12)
2,863 12 1,071 88 24 0.4% 37.4% 3.1% 1.7%
AiRROBO V acuum
cleaner
100,000 — — 55,035 74,129 — — 55.0% 148.3% (16)
AiRROBO cat litter
box
22,000 — — 12,532 19,111 — — 57.0% 173.7% (17)
SMT components 800,000 — 424,410 624,094 360,002 — 53.1% 78.0% 90.0%
4 Jiujiang General service smart
robots
2,500 — — 78 66 — — 3.1% 5.3%
5 Shijiazhuang Small-size education
smart robots
130,00 0——— 8,84 0——— 13.6%
Humanoid education
smart robots (18)
5,00 0——————— —
4kg servo actuators (18) 300,00 0——————— —
12 kg servo
actuators (18)
240,00 0——————— —
6 Wuxi Logistics smart robots 2,00 0——— 1 3 6——— 13.6%
7 Liuzhou AiRROBO vacuum
cleaner
180,00 0——— 15,30 0——— 8.5%
Notes:
1. The designed production capacity is based on one single shift with eight working hours per day and 250 working days
per year (250 working days are based on five working days per week multiplied by 52 weeks minus the number of
statutory holidays in China for the year). The designed annual production capacity for each of the production line in
this table did not vary during the Track Record Period.
2. The small-size education smart robots produced in our Xiamen factory include JIMU-uKit series and JIMU-AI series
which share one production line.
3. The figure is calculated on the assumption that 25% of the time of the shared production line will be allocated to
produce JIMU-uKIT series, and the remaining 75% of the time will be allocated to produce JIMU-AI series.
4. The humanoid education smart robots produced in our Xiamen factory include humanoid Y anshee series and Ebot
series which share one production line.
5. The figure is calculated on the assumption that 50% of the time of the shared production line will be allocated to
produce humanoid Y anshee series, and the remaining 50% of the time will be allocated to produce Ebot series.
6. The logistics smart robots produced in our Kunming factory include Wali series.
7. The general service smart robots produced in our Kunming factory include Cruzr Series, Aimbot series, Atris series
and our inspection smart robots.
8. The figure is calculated on the assumption that 70% of the time of the shared production line will be allocated to
produce Aimbot series, 15% of the time will be allocated to produce Cruzr series, 10% of the time will be allocated
to produce Atris series, and 5% of the time will be used to produce inspection smart robots.
BUSINESS
– 307 –


--- page 317 ---
9. The small-size robotic products produced in our Shenzhen factory include AI BOX and Transland, both of which have
passed their respective product lifecycle and/or were no longer manufactured as of the Latest Practicable Date.
10. This figure does not include the annual designed production capacity for Transland as production trials are still being
conducted for Transland and the figure is yet to be determined.
11. This figure excludes the production volume for Transland.
12. The disinfection smart robots produced in our Shenzhen factory include Adibot series.
13. The utilization levels of our small-size education smart robots and humanoid smart robots production lines during the
first three quarters of each year are typically lower because most education smart robotic products are produced at
the fourth quarter of the year.
14. Similarly, the utilization levels of our 4kg servo actuators production line are usually lower during the first three
quarters and significantly are higher during the fourth quarter of a given year since they are the core components of
our education smart robotic products.
15. Our Kunming factory has ceased its operation and has been converted to office (including research and development)
premise as of the Latest Practicable Date. The logistics smart robots production line has been transferred to to our
Wuxi factory and the general service smart robots production line has been transferred to our Jiujiang factory.
16. The utilization rate of the AIRROBO vacuum cleaner production line exceeded 100% for 6M2023, as we had taken
measures to increase the production volume meeting the customers’ needs, such as assigning additional workers to
AIRROBO vacuum cleaner production line by temporarily arranging workers from other factories.
17. The utilization rate of the AIRROBO cat litter box production line exceeded 100% for 6M2023, as we had taken
measures to increase the production volume meeting the customers’ needs, such as assigning additional workers to
AIRROBO cat litter box production line by temporarily arranging workers from other factories.
18. Not yet in operation.
Certain of the Group’s production facilities had low utilization rates during the Track Record Period
mainly because we had a diverse product mix during the Track Record Period owing to our ability
to commercialize our core technologies into various smart service robotic products and services for
application across various use scenarios and to expand into different market segments. As a result,
certain of our production facilities were deployed in the production of newly launched smart service
robotic products of the Group which do not have significant initial sales and require the expending
of sales and marketing efforts in order to increase their sales and the necessary production volume.
According to Frost & Sullivan, the smart service robotic products and services industry is
continuously expanding, and we strive to capture as many new market opportunities as possible. We
seek to achieve this by continuously developing new types of products and services, and we have
designed our production facilities in a manner that provide us with high production capacities in
order to prepare for the constant expansion of our products and services offerings. Depending on
the changing market trends and demands, we plan to reallocate parts of the production capacities
which are yet to be fully utilized by our existing products to an increasing number of new and
high-performing products in the future.
LOGISTICS AND INVENTORY MANAGEMENT
Logistics and warehouses
We leverage on our own warehouse for storing finished products, semi-finished products and certain
components and raw materials, and we engage third-party logistics service providers for delivery
services. Finished products that have passed quality inspections are delivered by the logistics
service providers from our contract manufacturers or our own production facilities directly to our
customers or to our designated warehouses and ultimately to locations specified by our customers.
Inventory management
Our inventory includes work in progress, semi-finished products and components for our smart
service robots as well as finished products. As of December 31, 2020, 2021 and 2022 and June 30,
2023, our inventories amounted to RMB412.8 million, RMB426.1 million, RMB332.7 million and
RMB416.5 million, respectively. We have a strict inventory control policy to monitor our inventory
levels in order to minimize obsolete inventory. Through close coordination with our customers and
our third-party contract manufacturers, we are able to carry less raw materials and in-process
inventories and lower our inventory risk. We allocate and keep finished products of different sectors
in each our own facilities and third-party warehouses to minimize the risk of delay in delivery due
to unexpected lock-down during the outbreak of COVID-19. See “Impact of COVID-19 Outbreak”
for details. Our average inventory turnover days decreased from 407 days for FY2020 to 273 days
BUSINESS
– 308 –


--- page 318 ---
for FY2021, primarily due to (i) the relatively higher balance of inventories as of end of 2019 which
was ready to be delivered in early 2020; and (ii) significant balance of allowance for write-down
of inventories in FY2020, which led to lower opening inventories balance for FY2021. Our average
inventory turnover days then decreased to 194 days for FY2022, primarily due to the lower balance
as of December 31, 2022 mainly resulting from the increase in allowance for write-down of
inventories in FY2022 and decrease in finished goods as of December 31, 2022. Our average
inventory turnover days increased to 325 days in 6M2023 because the annualized cost of sales using
the figures from the first six months is usually lower than the actual annual cost of sales due to the
seasonality factor as mentioned previously while our inventory balance has taken into the full-year
effect.
In order to prevent future occurrences of significant net write-down of inventories, we have
implemented the following inventory management measures:
 Improved and extended our sales and management model for consumer products to our
customers to enable a better understanding of sales forecasts, production schedule and
inventory levels to adjust production volumes accurately and as necessary;
 Increased regularity of the inspection of fulfilment of minimum purchase amounts or sales
targets of distributors and negotiations in relation to sales forecasts;
 Conducting regular checks on sales performances of distributors and replace distributors
which underperform;
 Introduced production sales inventory management model to involve sales and marketing team
to participate in sales forecasts to take into consideration of factors such as sales strategy,
historical sales data, industry changes, inventory levels of finished goods and supply chain
risks;
 Strengthened the reviewing process of the key terms in relation to our agreements with
customers and distributors, such as advance payment arrangements and minimum purchase
amounts of sales targets, to mitigate inventory risks which may arise from such agreements;
 Communicating with customers regularly to obtain a better understanding of market demand;
and
 Conducting enhanced know-your-client procedures when commencing business relationships
with new distributors.
QUALITY CONTROL
We are committed to maintaining high level of quality and safety in our products and services. We
have designed and implemented stringent monitoring and quality control systems to manage our
manufacturing activities. Our quality control system compasses all aspects of our operations,
including product design and development, sourcing and procuring of raw material, parts and
components, production, packaging, inventory storage, delivery and after-sales services.
Our products and services are sold worldwide and are subject to different safety standards and
quality requirements depending on the sales destination and/or consumer destination. We have also
adopted the appropriate quality control system and engaged independent product testing and
certification organizations to test and certify our products and services on the relevant standards of
each target market. For example, our products and services are certified by Federal Communications
Commission (“FCC”) in the United States, Conformite Conformité Européenne (“CE”) Mark in
Europe and China Compulsory Certificate (“CCC”), which are the leading product safety and
quality standards in the respective market.
As a result of our adherence to quality control procedures, we did not experience any material sales
returns or any material product liability or major legal claims due to product safety and quality
control issues, and we did not recall any products or services during the Track Record Period and
up to the Latest Practicable Date. We typically provide 12 to 36 months warranties as stated in our
contracts with our customers. Our warranty term is usually limited to defects or failure of products
BUSINESS
– 309 –


--- page 319 ---
or services that do not meet the quality standards as specified and agreed with our customers. In
case of product failure within the warranty period, we will arrange for repair or replacement of
products and/or services without extra charge. After the warranty period expires, we may provide
maintenance and repair services at a reasonable cost.
During the Track Record Period, our warranty expenses amounted to approximately RMB7.3
million, RMB6.3 million, RMB6.7 million and RMB6.0 million in FY2020, FY2021, FY2022 and
6M2023, respectively.
Our product quality engineers work with our engineering team to help ensure that the product
designs meet functional specifications and durability requirements of the relevant industry
standards and our customer requirements. At the procurement stage, we select reliable suppliers and
enter into quality control agreements with them, allowing us to seek remedies, such as damages and
rectification in the event that supplies fall below our quality standards. We conduct thorough test
and examination of product and service samples to make sure they satisfy all the technical
requirement set forth in our design. Our main component suppliers, including suppliers for
hardware such as module components, chip module on the board, and sensor module, and software
applications such as cloud-based platform service provider application, applications capable of
telling stories, provide manufacturer warranties for a period ranging from one to two years. Our
quality control team continually monitors the quality of incoming components and materials, and
finished products as well as the assembling processes at our production facilities.
Before entering into business partnerships with our subcontractors, we review their licenses,
certifications and other credentials and examine their technological expertise. We also conduct site
visits to our subcontractors from time to time to examine their product quality and manufacturing
capacity.
DATA PRIV ACY AND SECURITY
A substantial part of our business and operations are located in China, and we sell products to over
50 other countries in the world. When providing our smart service robotic products and services,
we may (i) directly collect user data, (ii) procure data from third-party suppliers and open sources
for the enhancement of our algorithms and product development; (iii) provide data to third-party
service providers so as to realize functions based on third-party services; (iv) storage and
transmission of data; and (v) retention and deletion of data. As such, we may have access to or
request the collection of certain data of the individual end users, including but not limited to phone
numbers, email address, account information on third party communication platforms for
registration purposes; and serial numbers and device models for security or operation and
management purposes. Certain types of such data may fall within the scope of personal information
under applicable PRC laws and regulations. To ensure compliance of applicable laws and
regulations, our data compliance team is responsible for monitoring the compliance of data privacy
and security and we have implemented robust data protection policies regarding the collection, use,
storage, transmission and dissemination of such data.
Data of end users
We strictly limit the scope of the personal information we receive to ensure that the scope of access
is proportionate to, and the usage is narrowly tailored to, our legitimate business needs of our
customers. In order to promote safety and enhance convenience of our products and services, we
may require end users to register on the mobile apps that are used to control and operate our smart
service robotic products and services so that we can verify their identities.
BUSINESS
– 310 –


--- page 320 ---
The following illustrates how we use and process the collected data:
(i) Collecting end user data. We collect end user data to facilitate the operation of our smart
robotic products and services, such as completing account registration, connecting to control
machines, configuring network connection, providing improvement, upgrades, maintenance
and security to products and services. Data collected in this category mainly includes phone
numbers, email address, account information on third party communication platforms, serial
numbers, device models and data collected in the course of human and robot interaction such
as voice data and visual data (which are usually processed within the robot). Prior to
collecting personal information, we disclose our data privacy policy and inform end users of
the purpose, scope and use of such data, and obtain their consent for doing so.
(ii) Procuring data from third parties and open sources. We purchase data from third parties and
obtain data from open sources for product development and algorithm enhancement. The data
collected in this category mainly includes, wake word data and voice data. For data purchased
from third parties, we entered into written contracts with third-party data vendors and required
them to confirm the legitimacy of the source of the data and sufficient authorization from data
subjects. Data obtained from open sources involves location navigation technology, voice
interaction technology and visual perception technology. Such data is publicly available on the
internet, produced and publicly released by academic research institutions or enterprises to
support development and training of algorithm models in academia and industries. We manage
and protect the acquired public data in accordance with internal data security procedures and
policies.
(iii) Provision of data to third-party service providers. We set out in our data privacy policies and
obtain users’ consent on the purpose, means and scope of provision of data to third parties.
When we provide our smart robotic products and services to end users, we may not be able
to carry out certain functions in the smart robotic products and services (including but not
limited to crash information statistical analysis and specific functions on social media and
communication platforms such as authorised log-in and media sharing). After we obtain users’
consent, we may entrust a third-party service provider to process the collected data, or allow
the third-party service providers to collect data directly from end users. When our business
partners are involved, we generally enter into agreements with them, which include clauses
that require compliance with applicable data protection laws and regulations.
(iv) Storage and transmission of data. We adopt various measures to ensure data security,
including encryption and access control and storage of personal data. Our Directors confirm
that as at the Latest Practicable Date, data of end-users collected and generated in the PRC are
stored in the PRC and there had not been any transmission to locations outside the PRC.
(v) Retention and deletion of data. We store end users’ personal information in accordance with
the agreed period in the data privacy policy, and delete the personal information upon
expiration of the agreed period. Moreover, end users are entitled to exercise their rights as
owners of personal information in accordance with data privacy policy of our smart service
robotic products and services, including but not limited to requesting us to delete their
personal information. When we cease to provide products or services to users, or when end
users voluntarily deregister their registered accounts, we delete the relevant personal
information stored to minimise the storage duration of the personal information.
Our Procedures and Measures
The Company strives to achieve data privacy and security from three aspects, namely, data
protection policies, technical measures and procedures, and organisational controls, to ensure that
personal information of end-users are well protected.
BUSINESS
–3 1 1–


--- page 321 ---
1. Data Protection policies
Name of data protection policies Key goals and aims
Data Compliance Management
Policy /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
 Sets out key principles of our data security internal control
measures, namely, organizational structure and
responsibilities, management responsibilities (including
notification obligations, data compliance risk assessment,
product and service data compliance, data security
management, third-party management, data cross-border
management, user rights and interests, incident feedback,
compliance training), and assessment and supervision of
data compliance work
Data Classification and
Grading Management
Measures /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
 Sets out requirements of classifying and grading data
generated in our production, operation and management
activities, and further stipulates the overriding principles,
organizational structure and responsibilities, workflow, data
grading standards and corresponding control measures for
data classification and grading
Response to Personal
Information Rights
Management Measures /H1100/H1100/H1100/H1100/H1100
 Standardises the handling of response to personal
information rights, timeliness of resolving requests and
complaints relating to users’ personal information rights,
and sets out work procedures and work responsibilities
Personal Information Data
Security Management
Measures /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
 Ensures the integrity, security, legal and compliant use of
personal information data of our customers and employees.
It sets out the work responsibilities of each department and
regulates the storage, transmission, use, external sharing,
deletion and safe management of data, such as preventing
unauthorized access, encryption, secure storage and access
control when storing important data and sensitive personal
information
Personal Information
Desensitization Measures /H1100/H1100/H1100
 Requires the desensitization of data and sets out applicable
scenarios and examples for desensitization measures
UBTECH Mobile Application
Personal Information
Protection Compliance
Guidelines /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
 Guides the handling of personal information of our mobile
applications. Personal information protection is a
mandatory consideration in the design and development of
mobile applications
Personal Information
Emergency Response Plan /H1100/H1100
 Provides clear procedures for handling emergencies relating
to the protection of personal information. It requires a data
security risk monitoring system, grading standards and
procedures for personal information emergencies
Product Data Compliance
Management Measures /H1100/H1100/H1100/H1100/H1100
 Standardizes our product data compliance work,
incorporates data compliance-related requirements into our
R&D and product development process, ensures compliance
with internal mechanisms and sets out responsibilities in
our R&D and product development process
Business Cooperation Data
Management Measures /H1100/H1100/H1100/H1100/H1100
 Governs collaboration between our Group and business
partners. To strengthen the data security management of our
business partners, we require our business partners to
comply with applicable data protection laws which we are
required to review during the collaboration.
BUSINESS
– 312 –


--- page 322 ---
2. Technical measures and procedures
Main aspects Key features
Data collection /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Adopt data protection impact assessment system to
minimize the type of data collected for business purpose
 Adopt data classification and grading system to discover
and control the collected data according to different risk
levels
Data usage /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Allocate and manage account access and control based on
necessity of employees’ duties
 Adopt approval procedures for data usage and provision
Data storage /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Adopt encryption and pseudonymization mechanism for
storing data
Data transmission /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Encrypt transport channels and the transmitted contents
Data deletion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Retain personal information only for the minimum
duration, comprehensively consider regulatory and business
requirements and delete after the expiration of the period
Safety management /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 Introduce network security devices (including firewalls and
fortress machine) and security software (including threat
intelligence)
 Perform data backups
3. Organizational controls
 Appointment of a personnel in charge. We have appointed personnel in charge of personal
information protection and network security to coordinate our data protection work. We have
set up data compliance working groups to carry out daily management and implementation of
data security and privacy protection.
 Enter into contractually binding agreements. We have signed confidentiality agreements with
our employees which include provisions on personal information protection.
 Cultivate awareness on compliance . We continuously organize different training sessions on
data protection for new employees, existing employees and key personnel.
 Implement complaint and report system . We implement a complaint and report system to
award employees who adhere to our policies and penalize personnel who violate our policies
to minimise data leakage and security incidents.
Continuous compliance with data laws and regulations
Based on the Measures for Cyber Security Review issued on January 4, 2022 already in place, and
assuming that the Administration Regulations on Cyber Data Security (Draft for Comments) ( ၣ
ഖᅰኽτΌ၍ଣૢԷ(ᅄӋจԈᇃ)) enters into force in its current form, we believe that the
regulations do not cause any material impediment to the Group’s compliance obligations and
business operations, since we have not engaged and will not engage in any activities that may affect
national security based on our analysis of the national security risks set out in article 10 of the
Measures for Cyber Security Review () for the following reasons:—
1. During the Track Record Period and up to the date of this prospectus:
 there has not been any material cyber security incident or violation of data protection
and privacy laws and regulations that would have a material adverse effect on the
business operations of our Group;
 we have not been subject to any investigation, enquiry or sanction from any relevant
government departments or authorities in relations to cyber security or any data
processing activities that affect or may affect national security;
 the user data collected and generated in mainland China is stored in mainland China;
BUSINESS
– 313 –


--- page 323 ---
 appropriate data security controls have been put in place and major information systems
have met the security protection requirements and obtained certification;
 a comprehensive and solid data protection policy is in place and comprehensive data
collection, storage and protection procedures have been implemented;
2. We have not received any notification from the relevant regulators that we have been
identified as a critical information infrastructure operator and the Group is not involved in
handling important data within the scope of regulation.
3. Upon completion of the Listing, the Group will continue to be controlled by Mr. Zhou Jian and
the parties acting in concert, and not by any foreign government.
As confirmed by our Special PRC Legal Adviser, (i) as we do not possess the personal information
of over one million users as an online platform operator during the course of our business, (ii) we
are not seeking a foreign listing, and (iii) taking into account the analysis on the regulations
mentioned above, we are not required to apply for a cybersecurity review under the Measures for
Cyber Security Review. In addition, in a telephone consultation with the CAC in October 2022, we
were advised that applying for a listing in Hong Kong is not considered as seeking a foreign listing
(਷̮ɪ̹), and we are not required to apply for a cybersecurity review.
Our Special PRC Legal Adviser is of the view that we are not identified as a critical information
infrastructure operator given that during the Track Record Period and up to the Latest Practicable
Date, we have not received any notification from the relevant regulators that we have been
identified as a critical information infrastructure operator.
As further confirmed by our Special PRC Legal Adviser, during the Track Record Period and up to
the Latest Practicable Date, we were not involved in handling core data, which the Data Security
Law () defines as data related to national security, national
economy and public interests; and we were not involved in handling important data which is defined
in the Important Data Identification Guideline () issued on
January 7, 2022 as data that may endanger national security and public interests once it is tampered
with, destroyed, leaked or illegally obtained or used.
As further confirmed by our Special PRC Legal Adviser, during the Track Record Period and up to
the Latest Practicable Date, we had been in compliance in all material respects with all applicable
PRC laws and regulations with respect to data privacy and security. In addition, during the same
period, we had not been aware of or received any claim from any third party against us on the
ground of infringement of such party’s right to data protection as provided by the PRC General
Principles of Civil Law or any applicable laws and regulations in other jurisdictions. To the best
knowledge of our Group, during the Track Record Period and up to the Latest Practicable Date, our
Group has not been involved in any investigation on data processing activities that affects or may
affect national security. Our Directors and dedicated data compliance team continue to maintain
close communication with regulatory authorities, including through:
1. monthly tracking and interpretation of global data security and privacy protection laws
and regulations, industry standards and related cases;
2. active participation in laws and regulation interpretation and internal seminars and pilot
exploration by government, regulatory authorities and industry organizations; and
3. continue to monitor the latest legislative and regulatory developments in cyber security
and data protection, and continue to monitor cyber information security risks in order to
achieve and maintain compliance in a timely manner.
Internal control
Our data privacy and protection measures are an integral part of our internal control systems. We
have adopted comprehensive data privacy and protection policies and have a dedicated team to
enforce our data privacy and protection measures. Please see “Risk Management and Internal
Control — Data Privacy and Security Risk Management” in this section for further details.
BUSINESS
– 314 –


--- page 324 ---
COMPETITION
Smart Service Robotic Products and Services Industry in China
Industry and competitive and landscape. According to Frost & Sullivan, there are only a few
players in smart service robotic products and services industry in China who are able to provide full
stack core technologies, which include computer vision, voice interaction, servo actuators, motion
planning and control, and positioning navigation. We ranked 3rd in China’s smart service robotic
products and services industry in terms of revenue in 2022.
China’s government has launched a series of favorable policies such as Implementation Plan for
“Robotics+” Application Action “ዚኜɛ+” issued by the MIIT and various
other PRC governmental departments in January, 2023 to promote the development of robot
industry. As a consequence, the market players of China’s smart service robotic products and
services industry have formulated an aggregation and synergistic effect. The strong market demand
in China provides more opportunities and confidence for smart service robotic products and services
companies to launch innovative products and services. China’s smart service robotic products and
services market, measured by sales revenue, has increased from RMB19.3 billion in 2018 to
RMB51.6 billion in 2022 representing a CAGR of 27.9% during this period.
Going forward, it is expected that the cutting edge AI technologies will shape the development of
China’s smart service robotic products and services market significantly in the next few years, and
the use scenarios of smart service robotic products and services in China will be further expanded.
Moreover, with the increasing labor costs and labor shortage in China, there are huge demands
across industries for utilizing smart service robotic products and services to address the challenges
of enterprises. It is expected that the smart service robotic products and services market will reach
RMB183.2 billion with a CAGR of 23.5% from 2022 to 2028. See “Industry Overview — Market
Size of China’s Smart Service Robotic Products and Services Industry” for further details.
Competition. According to Frost & Sullivan, we face major direct competition from companies with
diversified background including (i) CloudMinds Inc., a company headquartered in Shanghai and
established in 2015 which specialized in cloud-based robot and operation platform; (ii) Hangzhou
Haikang Robot Technology Co., Ltd., a company headquartered in Hangzhou and established in
2016 which provided machine vision products and mobile robots; (iii) State Grid Intelligence
Technology Co., Ltd., a company headquartered in Jinan and established in 2000 which specialized
in inspection robot in electronic industry; and (iv) Beijing Geekplus Technology Co., Ltd., a
company headquartered in Beijing and established in 2015 which is a products and services
provider in the logistics and mobile smart robotic products and services industry. We also face
indirect competition from traditional machinery, equipment and human workforce which perform
the same day-to-day tasks as the relevant smart service robotic products in the relevant industries.
Our ability to compete. Our Directors believe that we are well-positioned to compete as we possess
full-stack technologies which offers a distinct advantage over our competitors as it allows for
seamless expansion into different use scenarios and sectors. This ensures we can quickly adapt to
changing market trends and customer demands. In contrast, our competitors only possess certain
technologies which may impede their fulfill new demand from market and effectively compete with
us. For example, competitors who only possess a limited range of technologies such as computer
vision and voice interaction technologies may not be able to easily enhance the movement of its
smart service robotic products as it lacks the relevant robotic motion planning and control
technology.
BUSINESS
– 315 –


--- page 325 ---
Education smart robotic products and services
Industry and competitive landscape. According to Frost & Sullivan, China’s education smart
robotic products and services industry has experienced a strong growth in terms of sales revenue
from RMB1.0 billion to RMB2.3 billion between 2018 to 2022 with a CAGR of 23.1%. Top five
companies accounted for 32.8% in terms of sales revenue of China’s education smart robotic
products and services industry in 2022. According to Frost & Sullivan, the competition of China’s
education smart robotic products and services industry is relatively fragmented with more than 50
market players and we ranked first and accounted for 22.5% market share of the industry in terms
of revenue in 2022. The continuous development of machine learning, AI, and other technologies,
will continue to benefit the education smart robotic products and services industry and innovate
product forms and optimize product performance. For instance, there will be an increasing demand
of humanoid robots to serve as educational tools for learning purpose. Furthermore, in order to
enhance the learning and using experience supported by education smart robots, more and more
market players will engage in providing related services, such as robot competitions, professional
curriculum content, robot culture, science and technology activities and teacher training.
Competition. According to Frost & Sullivan, we face direct competition from competitors with
diversified background such as (i) Beijing Shengtong Printing Co., Ltd., a company established in
2000 which engaged in the provision of a wide range of tech-enabled services and products
associated with programme writing education, robotic education and smart education tools; (ii)
WhalesBot Technology (Shanghai) Co., Ltd., a company established in 2018 which is a robotic
products and services provider for the youth education; and (iii) Shenzhen DJI Technology Co.,
Ltd., a company established in 2006 which engaged in designing and manufacturing action cameras
which provides a wide range of education smart robotic products and services for learners. We also
face potential indirect competition from providers of traditional educational equipment and
materials.
Our ability to compete. Our Directors believe that we are in a competitive position and have
established business relationships with government educational bureaus and our education smart
robotic products and services have been used by over 240 schools in the PRC during the Track
Record Period. In addition, we believe our marketing initiatives have brought us tender and
business opportunities and facilitated the building up of our reputation in the education sector and
business relationships with government educational bureaus and we intend to continue to adopt such
initiatives to strengthen our business relationships with government educational bureaus. On the
other hand, our Directors believe that we have to continuously invest in the R&D in our education
smart robotic products and services to maintain our leading position in the education smart robotic
products and services industry and expand the application of humanoid robots in this sector.
Logistics smart robotic products and services
Industry and competitive landscape. According to Frost & Sullivan, China’s logistics and mobile
smart robotic products and services industry has experienced a strong growth in terms of revenue
from RMB2.4 billion to RMB12.0 billion between 2018 to 2022 with a CAGR of 49.5% driven by
a rising application scenarios of logistics and mobile smart robots such as warehouse picking and
distribution. China’s logistics and mobile smart robotic products and services industry is relatively
fragmented with more than 50 market players and top five market players accounted for
approximately 31.9% of market share of the industry in terms of revenue in 2022. According to
Frost & Sullivan, we ranked eighth and accounted for 2.2% market share of China’s logistics and
mobile smart robotic products and services industry in terms of revenue in 2022. According to Frost
& Sullivan, there is an increasing trend for automobile manufacturers to incorporate logistics and
mobile smart robotic products and services into its warehousing and production processes, as
traditional labor may not be able to provide consistent and safe handling of automobile components,
semi finished products and finished products due to their heavy and fragile nature.
BUSINESS
– 316 –


--- page 326 ---
Competition. According to Frost & Sullivan, we face direct competition from established logistics
smart robotic products and services market players such as (i) Hangzhou Haikang Robot
Technology Co., Ltd., a company founded in 2016 headquartered in Hangzhou, China which
provides customers with leading machine vision products and mobile robots; (ii) Beijing Geekplus
Technology Co., Ltd., a company founded in 2015 headquartered in Beijing, China which is a
products and services provider in the logistics and mobile smart robotic products and services
industry; and (iii) Hefei Jingsong Intelligent Technology Co., Ltd., a public company founded in
2007 headquartered in Hefei, China and listed on the Shanghai Stock Exchange which is a
comprehensive products and services provider in the manufacturing smart and logistics smart
industry. We also face indirect competition from manual labour in the logistics industry and
non-robotic logistics equipment and machinery providers.
Our ability to compete. While we only launched our logistics smart robotic products and services
in late 2020, our Directors believe we are able to compete with existing market leaders as evidenced
by our performance during the Track Record Period. As we have to compete with existing
established market players, it is our strategy to lower our pricing to gain sufficient market shares
in the beginning. Furthermore, as we have accumulated expertise and technologies during the R&D
of our core technologies and humanoid robots, our Directors consider that we can expand our
product lines to compete with existing market leaders and further penetrate the market through the
expansion of use scenarios. For instance, we intend to research outdoor driverless logistics vehicles
which are designed for outdoor transportation of components, semi-finished products and finished
products in outdoor industrial park. See “— Our Business Strategies — Further advance our R&D
capabilities to enhance our core technologies and products and services offerings — (ii) Our smart
service robotic products and services for application in different sectors — (b) Logistics smart
robotic products and services” for further details.
Other sector-tailored smart robotic products and services
(a) General service smart robotic products and services
Our general service smart robotic products and services are able to provide various commercial and
professional services including guiding assistance, reception, sanitation, security patrol, safety
inspection and monitoring of environmental conditions. Our general service smart robotic products
and services mainly cover three sectors, namely (i) inspection smart robotic products and services
industry; (ii) reception smart robotic products and services industry; and (iii) wellness and elderly
care smart robotic products and services.
(i) Inspection smart robotic products and services industry
Industry and competitive landscape. Inspection smart robots are mainly used in substation, tunnels,
and other high-risk, complex scenarios of intelligent inspection and detection work. According to
Frost & Sullivan, the market size of China’s inspection smart robotic products and services industry
experienced a strong growth in terms of revenue from RMB4.2 billion to RMB9.9 billion between
2018 to 2022 with a CAGR of 23.9%. According to Frost & Sullivan, China’s inspection smart
robotic products and services industry has a highly fragmented competitive landscape with more
than 200 market players and the top five industry players accounted for approximately 16.0% of
market share in terms of revenue in 2022. Major competitors are technology driven products and
services providers of a wide range of smart outdoor and indoor inspection products and services.
BUSINESS
– 317 –


--- page 327 ---
Competition. According to Frost & Sullivan, our Directors believe that we are considered to be a
late market entrant to China’s inspection smart robotic products and services industry as we only
launched our product (i.e. A TRIS Series) in 2019. Thus, we face direct competition from existing
market leaders such as (i) State Grid Intelligence Technology Co., Ltd., a company founded in 2000
headquartered in Jinan, China which is specialized in inspection robots in electronic industry; (ii)
Yijiahe, a public company founded in 1999 headquartered in Nanjing, China and listed on the
Shanghai Stock Exchange which is specialized in inspection robot in the field of electric power,
energy and municipal; (iii) Shenhao, a high-tech public company founded in 2002 headquartered in
Hangzhou, China and listed on the Shenzhen Stock Exchange which is specialized in the inspection
and fault diagnosis of equipment; and (iv) Guozi, a company founded in 2011 headquartered in
Hangzhou, China that provides a wide product variety that includes logistics smart robot and smart
manufacturing. We also face indirect competition from security and inspection patrol personnel and
providers of non-robotic equipment and machinery which possess inspection functionalities.
(ii) Reception smart robotic products and services industry
Industry and competitive landscape. Reception smart robots refer to the smart service robots that
can assist the human to complete the work of reception, guidance, and business explanation, etc. in
scenarios such as building, hotel, or hospital. According to Frost & Sullivan, China’s reception
smart robotic products and services industry remained at a very early stage of commercialization
in the past few years and has a highly fragmented competitive landscape. In 2022, the market size
amounted to RMB0.5 billion in terms of sales revenue. It is expected that the market size will
steadily increase to RMB2.1 billion by 2028, representing a CAGR of 27.0% from 2022 to 2028.
Competition. According to Frost & Sullivan, China’s reception smart robotic products and services
industry is currently in its early stages of development, with a highly fragmented competitive
landscape. This means that many companies have the ability to provide reception smart robotic
products and services, but none of them have emerged as dominant players in the market yet. As
a result, it is difficult to identify the dominant market players, given the current highly fragmented
landscape, while the total number of the players in China’s reception smart robotic products and
services industry is more than 50 in 2022. Nevertheless, we expect to face (i) direct competition
from industry peers which are reception smart robotic products and services providers and (ii)
indirect competition from receptionists and non-robotic reception equipment and machinery
providers.
Our ability to compete in the above industries. According to Frost & Sullivan, the reception smart
robotic products and services industry is at its early stages of development. There remain substantial
areas of innovation and opportunities for disruption as there are currently limited players with
mature and leading core technologies in this sector to address the market potentials. Our Directors
believe our success in this industry to capture market share depends on our ability to utilize our core
technologies and develop and launch products with quality and functionality in a timely manner
ahead of competitors, which will enable us to capture market shares with the liberty to set the
selling prices at a level so as to achieve optimal gross profit margins. As to China’s inspection smart
robotic products and services industry, it is also considered to be relatively fragmented and we are
considered to be a late market entrant to the industry as we only launched our product (i.e. A TRIS
Series) in 2019. Despite such competitive landscape, our Directors believe that we are well
positioned to compete with existing market leaders and new market entrants within the inspection
smart robotic products and services industry due to our full-stack of core technologies and
established sales networks as well as expertise and know-how accumulated throughout our years of
operation. Thus, we are confident that we are able to replicate our success in education smart
robotic products and services and compete with existing market players.
BUSINESS
– 318 –


--- page 328 ---
(iii) Wellness and elderly care smart robotic products and services
Industry and competitive landscape. Wellness and elderly care smart robot refers to smart service
robots that are designed to assist the elderly or patients with companionship, food and medicine
delivery, and can be used in hospitals, age-friendly community or care facilities. According to Frost
& Sullivan, China’s wellness and elderly care smart robotic products and services industry,
measured by sales revenue, has increased form RMB0.3 billion in 2018 to RMB1.2 billion in 2022,
with a CAGR of 41.4% during this period. The competitive landscape of wellness and elderly care
smart robotic products and services industry is highly fragmented with the top three market players
accounted to approximately 15.0% of market shares in terms of revenue in 2022. Thus there remain
substantial areas of innovation and opportunities for disruption as there are currently limited players
with mature and leading core technologies in this area.
Competition. According to Frost & Sullivan, we face direct competition from companies such as (i)
GWELL, a company founded in 2014 headquartered in Shanghai, China which is focusing on the
field of medical service robots; and (ii) TMiRob, a company founded in 2015 headquartered in
Shanghai, China which is an intelligent products and services provider for medical infrastructure.
We also face indirect competition from doctors, nurses, caretakers and other medical staff and
non-robotic wellness and elderly care equipment and machinery providers.
Our ability to compete. According to Frost & Sullivan, the wellness and elderly care smart robotic
products and services industry is at its early stage of commercialization and is highly fragmented.
As such, similar to the reception smart robotic products and services industry, there remains
substantial areas of innovation and opportunities for disruption as there is currently limited players
with mature and leading core technologies in this sector to address the market potentials. Our
Directors believe our success in this industry to establish a market position depends on our ability
to utilize our core technologies and develop and launch products with quality and functionality to
cater to the specific needs of large-scale wellness and elderly care institutions and community-
focused service providers to enhance their operational efficiency, thus increasing the demand for
and sales volume of our wellness and elderly care smart robotic products and services. We will also
leverage our brand image as a China-based smart robotics company with overseas market presence
to penetrate this market.
(b) Global humanoid robotic products and services industry
Industry and competitive landscape. According to Frost & Sullivan, the global humanoid robotic
products and services industry is still at an early stage with a few market players and limited use
scenarios and the full potential of the global humanoid robotic products and services market is yet
to be realized. It is difficult to identify the market size of global humanoid robotic products and
services industry in terms of revenue in the past years.
Competition. According to Frost & Sullivan, we face competition from companies such as (i)
Boston Dynamics, a company established in 1992 and headquartered in Waltham, the U.S. which
focuses on creating robots with advanced mobility, dexterity and intelligence; and (ii) Agility
Robotics, a company established in 2015 and headquartered in Albany, the U.S. which focuses on
the development of highly capable bipedal robots for applications that include logistics,
telepresence, automated inspection, entertainment, and research. We also face indirect competition
from traditional human workforce which perform the same day-to-day tasks as the relevant
humanoid robots.
Our ability to compete. According to Frost & Sullivan, there are very few market participants
within the global humanoid robotic products and services industry. While the global humanoid
robotic products and services industry is still in its early stage of commercialization, we believe our
track record of commercializing our Walker positions allows us to have first mover advantage for
future growth. Our Directors recognize there is significant growth potential in this industry, as
humanoid robots continue to gain traction in a variety of applications. As we have been focusing
our R&D efforts on advancing core technologies utilized in humanoid robots, our ongoing R&D
BUSINESS
– 319 –


--- page 329 ---
ensures that we will remain at the forefront of technological advancements, enabling us to continue
to compete effectively with other competitors. In addition, our Directors believe that our early
success in selling limited units of Walker series demonstrates the market demand for our humanoid
robots and highlights the potential for continued growth as the market matures. See “— Walker
series” for further details of our Walker series.
Consumer-level robots and other hardware devices
Industry and competitive landscape. Our consumer-level robots and other hardware devices include
a range of user-friendly products that are suitable for household use, namely, humanoid Alpha Mini
(non-education), our small-sized humanoid robot, and Jimu series (non-education) which are
designed for children to have early access to robotics and AI, indoor and outdoor cleaning robots
and user-friendly household devices that aim at bringing convenience to household users by saving
their time and increasing efficiency when doing household chores. Our consumer-level robots and
other hardware devices mainly cover AiRROBO vacuum and floor cleaning robotic products.
According to Frost & Sullivan, the vacuum and floor cleaning robotic products industry is highly
concentrated with the top five market players accounted for approximately 90.0% of market share
in terms of revenue in 2022.
Competition. According to Frost & Sullivan, we face direct competition from existing established
market players such as (i) Ecovas, a company established in 1998, listed in Shanghai Stock
Exchange and is a provider of service robots; and (ii) Roborock, a company established in 2014 and
listed in Shanghai Stock Exchange which focused on the application of AI technology in household
robots. We also face indirect competition from traditional human workforce which perform the same
day-to-day tasks as the relevant consumer-level robots and non-robotic consumer-level equipment
and machinery providers.
Our ability to compete in the above industries. Our Directors believe that as long as (i) we can
constantly launch products with comparable functions with our competitors at competitive price;
and (ii) expand our sales channels to cater to more consumers, we will be able to compete with
competitors. To this end, we have (i) possessed technologies that are readily available to be utilized
in our consumer-level robots and other hardware devices; and (ii) have an established sales
networks which comprised of more than 130 distributors as of June 30, 2023 which enable us to
reach a wide group of consumers. To further penetrate the market, it is part of our strategies to
enhance our brand awareness and market penetration in the PRC and overseas by establishing more
regional offices, branch offices and showrooms across the PRC and overseas to enhance our
accessibility to end-users and receive feedback from potential customers. See “Our Business
Strategies — Enhance brand awareness and market penetration” for further details.
INTELLECTUAL PROPERTY
We believe that our intellectual property rights are critical to our continued success. We have taken
the following key measures to protect our intellectual property rights, including: (i) implementing
a set of comprehensive internal policies to establish robust management over our intellectual
property rights; (ii) establishing an intellectual property taskforce to guide, manage, supervise and
monitor our daily work regarding intellectual properties; (iii) timely registration, filing and
application for ownership of our intellectual properties; (iv) actively tracking the registration and
authorization status of intellectual properties and take action in timely manner if any potential
conflicts with our intellectual property rights are identified; and (v) clearly stating all rights and
obligations regarding the ownership and protection of intellectual properties in the employment
agreements we enter into. For further details of the protection of our intellectual property rights, see
“Risk Management and Internal Control — Compliance and Intellectual Property Rights Risk
Management” in this section.
BUSINESS
– 320 –


--- page 330 ---
As of the Latest Practicable Date, our Group had registered (i) 12 trademarks, 227 patents and 30
copyrights in the PRC; (ii) 13 trademarks and 98 patents in other jurisdictions; and (iii) 1 domain
name which we consider to be material or may be material to our business. Examples of patents held
by our Group in relation to our core technologies which we consider to be material or may be
material to our business include the following:
Patent Name
Place of
registration Patent Number
Core technology
involved Intended usage or function
A servo motor and its control method ( ɓ
ج)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC ZL201610615912.9 Servo actuators Enhancing the accuracy in angle
transmission of the servo motor
Servo and robot ( ୲ዚʿዚኜɛ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC ZL201811291334.3 Servo actuators Reducing the load on the gears of
the servo actuator, lowering the
damages to the gears
Robot control method, device, readable
storage medium and robot ( ዚኜɛછՓ
ၑዚ̙ᛘπᎷʧሯʿዚ
ኜɛ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC ZL201911279545.X Robotic motion
planning and control
Enhancing the walking stability of
robots
Robot control method, device, readable
storage medium and robot ( ዚኜɛછՓ
ၑዚ̙ᛘπᎷʧሯʿዚ
ኜɛ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC ZL202111214282.1 Robotic motion
planning and control
Enhancing the stability of robots
when subject to external force
A robot and its climbing stairs control
method and device (م
ձༀໄ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC ZL201911266155.9 Computer vision Enhancing the robots’ ability in
climbing stairs
Multi-target tracking method, device,
equipment and storage medium ( εͦᅺ
eༀໄeண௪ʿπᎷʧሯ) /H1100/H1100/H1100
PRC ZL202110640635.8 Computer vision Enhancing the robots’ ability in
human body detection
A robot and its voice interaction system
(ʹʝӻ୕)/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC ZL201811441703.2 V oice interaction Enhancing the robots’ ability and
efficiency in voice recognition
Speech synthesis method and apparatus
and computer readable storage medium
using the same /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
United
States
US11417316B2 V oice interaction Enhancing the robots’ ability and
efficiency in speech synthesis
Robot navigation method, system, robot
and storage medium ( ዚኜɛኬঘ˙
eӻ୕eዚኜɛʿπᎷʧሯ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC ZL201911159641.0 SLAM and
autonomous
technology
Enhancing the robots’ user-
friendliness and intelligence
during the process of navigation
A navigation map update method, device,
readable storage medium and robot ( ɓ
eༀໄe̙ᛘπᎷ
ʧሯʿዚኜɛ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC ZL201911330291.X SLAM and
autonomous
technology
Reducing the need for the robot
operators to re-construct
navigation maps at the working
places of the robots after re-
positioning
A grasping control method, device and
robot based on visual servo (׵
eༀໄձዚኜ
ɛ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC ZL201711431821.0 Visual servo
operation and
human-robot
interaction
Enhancing the robots’ ability in
grasping moving objects
An action imitation method, device,
readable storage medium and robot ( ɓ
ၑዚ̙ᛘπ
Ꮇʧሯʿዚኜɛ)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC ZL201911227303.6 Visual servo
operation and
human-robot
interaction
Enhancing the robots’ efficiency in
imitation
For details of our material intellectual property rights, see “Appendix VII — Statutory and General
Information — B. Further Information about Our Business — 2. Intellectual Property Rights”.
BUSINESS
– 321 –


--- page 331 ---
Our Group held more than 1,800 registered robotic and AI-related patents as of June 30, 2023, most
of which are invention patents registered in the PRC. As advised by our PRC Legal Adviser and
pursuant to the Patent Law of the People’s Republic of China (), an
invention patent registered in the PRC is valid for a term of 20 years from the date of filing of the
application for the patent, an utility model patent registered in the PRC is valid for a term of 10
years from the date of filing of the application for the patent, and a design patent registered in the
PRC is valid for a term of 15 years from the date of filing of the application for the patent. The
invention patents of our Group registered in jurisdictions outside the PRC are generally valid for
a term of 20 years from the dates of the filing of the applications for such patents, and the design
patents of our Group registered in jurisdictions outside the PRC are generally valid for terms
ranging from 15 years from the dates of publication to 25 years from the dates of the filing of the
applications for such patents.
BUSINESS
– 322 –


--- page 332 ---
The following table sets forth (i) the number of patent applications filed by the Group and (ii) the number of patents granted to the Group respectively during
the Track Record Period:
FY2020 FY2021 FY2022 6M2023
Technologies involved
Number of
patents
held as at
January 1,
2020
Number of
patent
applications
filed
Number of
patents
granted
Number of
patents
held as at
December 31,
2020
Number of
patent
applications
filed
Number of
patents
granted
Number of
patents
held as at
December 31,
2021
Number of
patent
applications
filed
Number of
patents
granted
Number of
patents
held as at
December 31,
2022
Number of
patent
applications
filed
Number of
patents
granted
Number of
patents
held as at
June 30,
2023
AI-related technologies /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 171 13 23 121 46 69 111 37 106 30 31 137
Robotic technologies /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100153 228 97 250 238 154 404 73 139 543 29 35 578
Integrated robotic and AI technologies /H1100/H1100/H1100/H11007 80 12 19 90 50 69 83 45 114 15 22 136
ROSA /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100—4 — —52 2 —24 — 15
Others (note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100353 187 154 507 254 185 692 218 185 877 42 86 963
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100523 670 276 799 708 437 1,236 485 408 1,644 116 175 1,819
Note: Other technologies include technologies relating to robotic structures, circuits, system software, functional software, exterior design, etc.
BUSINESS
– 323 –


--- page 333 ---
Details of our top five patent inventors are set out below:
Name Position(s) within our Group
Number of
patents invented
Xiong Y oujun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Executive Director, chief technology
officer and deputy general manager
403
Bai Jie /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A (Formerly a senior engineer; left the
Group in July 2021)
16
Zhao Y ongsheng /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Senior engineer 15
Huang Tingshuang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A (Formerly an electronic software
engineer; left the Group in September
2016)
14
Chen Chunyu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Senior engineer 11
Despite our precautions, however, third parties may obtain and use our intellectual property without
our consent. Unauthorized use of our intellectual property by third parties and the expenses incurred
in protecting our intellectual property rights from such unauthorized use may adversely affect our
business and results of operations. See “Risk Factors — Risks Relating to Our Business — We may
not be able to prevent unauthorized use of our intellectual properties, which could harm our brand
and reputation”.
Our Directors confirm that we did not have any material disputes or any other pending material
legal proceedings of intellectual property rights with third parties during the Track Record Period
and up to the Latest Practicable Date.
EMPLOYEES
We had a total of 1,769 employees as of June 30, 2023. The following table sets forth a breakdown
of our employees by function as of June 30, 2023:
Function
Number of
Employees Percentage
(%)
Research and development /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100717 40.5
Sales and marketing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100480 27.1
Production and procurement /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100339 19.2
General administration and management /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100233 13.2
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,769 100.0
Most of our employees are based in China, primarily located at our headquarters in Shenzhen, with
the rest located in our other offices in Shanghai, Beijing and Xiamen. As of June 30, 2023, we had
1,753 employees in China.
Our success deeply rests with our ability to attract, retain and motivate qualified talents, and we
believe that our high-quality talent pool is one of our core strengths and competitive advantages.
We recruit with high standards and rigorous procedures and through various methods, including
campus recruitment, online recruitment, internal referral, and third party recruiters, to select the
best-fit personnel for the corresponding positions in response to our various talent demands.
We invest in continuing education and training programs, including regular and tailor-made internal
and external training, for our employees to improve their professional knowledge, and management
skills, upgrade their skill sets and keep abreast of the industry standards in their respective
positions. Pre-employment induction training and orientation is provided to all new hiring. We also
organize activities to provide our employees with a deeper understanding of our culture.
BUSINESS
– 324 –


--- page 334 ---
We offer competitive remuneration package to our employees, which are generally based on their
qualifications, industry experience, position and performance. In order to motivate, retain and
reward talents for their contribution to the development of our Group, we have approved and
adopted several equity incentive schemes since 2015. We regularly evaluate the performance of our
employees and reward the well-performed with bonus and promotion.
As required by PRC laws and regulations, we participate in various employee social security
schemes organized by municipal and provincial governments of the PRC, including pension,
unemployment insurance, maternity insurance, work-related injury insurance, medical insurance
and housing provident funds. We are required under PRC laws and regulations to make
contributions to employee social security schemes at specified percentages of the salaries, bonuses
and certain allowances of our employees, up to a maximum amount specified by the local
government from time to time. During the Track Record Period, we were involved in non-
compliance incidents in relation to social insurance and housing provident fund contributions. See
“Non-compliance matters — 3. Failure to make full contributions to social insurance and housing
provident funds and the use of third parties to pay the contributions” for further details.
We have established a labor union and our employees may join the labor union voluntarily. We
believe that we maintain a good working relationship with our employees, and we have not
experienced any significant labor disputes or any difficulty in recruiting staff for our operations
during the Track Record Period.
INSURANCE
We believe we have adequate insurance coverage by putting in place all the mandatory insurance
policies required by PRC laws and regulations and in accordance with the commercial practices in
the smart service robotic products and services industry, such as product liability insurance for our
smart service robotic products which the insurance premium is based on the estimated total sales
of the Group during the period of insurance. As required by PRC laws and regulations, our
employee-related insurance includes pension insurance, maternity insurance, unemployment
insurance, work-related injury insurance, medical insurance. During the Track Record Period, we
did not make any material insurance claim in relation to our business.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS
We are committed to be a responsible corporate citizen to abide by applicable laws and regulations
and market practice principles and to increase the wellness of the society. We place great emphasis
to environmental, social and governance matters, including environmental sustainability, social
responsibility and governance (“ ESG”) as an established enterprise in the smart service robotic
products and services industry.
Our ESG governance structure
Our Board is fully and collectively responsible for the formation and establishment of ESG-related
mechanisms and policies including reviewing our ESG strategy and reporting, overseeing our ESG
issues, reviewing progress on ESG-related objectives, and assessing, prioritizing and managing key
ESG-related issues. For more information relating to the qualifications and experience of our
management, see the section headed “Directors, Supervisors and Senior Management — Directors”
in this prospectus. To strengthen our sustainability capabilities, improve our governance structure
and enhance our corporate environmental, social and governance performance, we have already
established an ESG and Sustainability Committee.
BUSINESS
– 325 –


--- page 335 ---
The ESG and Sustainability Committee is a special committee of our Board, whose members will
be appointed by our Board, and is mainly responsible for formulating our ESG and sustainability
vision, objectives, strategies and management systems, advising our Board on related work,
identifying important stakeholders of our Group and important ESG issues, studying and making
recommendations on sustainable development related business with our stakeholders. In addition,
the ESG and Sustainability Committee will review the key trends in ESG and related risks and
opportunities, follow up on the implementation of our ESG and sustainability efforts and ensure that
our position and performance on ESG and sustainability issues are in compliance with relevant
regulations and standards. The ESG and Sustainability Committee will hold regular meetings and
report to the Board on relevant motions so as to ensure that the Board is kept regularly informed
of the assessments of environmental, social and governance issues by the ESG and Sustainability
Committee. In addition, as members of the committee are also members of the Board, the Board is
kept fully informed of the environmental, social and governance issues being undertaken by the
Company accordingly. The ESG and Sustainability Committee is also supported by representatives
from various internal departments with relevant ESG functions. External ESG consultants have also
been engaged to provide the necessary ESG expertise to support the deliberations of the committee
during its regular meetings.
Our ESG materiality assessment
We believe that the conduct of materiality assessments is critical to the long-term development of
the Company, as they allow the Company to properly analyse and consider important
environmental, social and governance-related issues. Therefore, we attach great importance to our
interactions with our stakeholders and are committed to developing a regular communication
mechanism with them in the future, and will conduct materiality assessments to better understand
their needs and expectations. We have engaged an independent ESG consultant to assist the
Company in conducting a materiality assessment in accordance with Appendix 27 of the Main
Board Listing Rules of the Stock Exchange to collect, analyse and summarise stakeholders’
concerns in order to identify, assess and manage significant environmental, social and governance
issues. We have developed a materiality assessment process as follows:
1. identify potentially significant environmental, social and governance issues that may have an
impact on the Group’s business or related parties based on the Group’s development,
Sustainability Accounting Standards Board (SASB) standards and peer industry references;
2. inviting stakeholders (directors, shareholders, investors, senior management, employees,
suppliers and partners, government and regulatory bodies) to participate in questionnaires to
express their concerns on each potentially significant issue;
3. analysis of the questionnaires collected and prioritisation of potential material issues; and
4. management and the Board reviewing and determining the material issues for the Company
and making disclosures.
We hope that this will provide us with a more comprehensive understanding of stakeholder
expectations and suggestions in the future, as well as insight into how these expectations and
suggestions are reflected in management decisions, providing a basis for the development of our
long-term environmental, social and governance strategy and a reference for the effective allocation
of resources in the future.
Our ESG risk management
To manage our ESG risks, we have established comprehensive risk and opportunities management
procedures which clarified the operational requirements for risk response measures including risk
avoidance, risk reduction and risk acceptance, and enhanced risk response capabilities.
In order to comprehensively identify and respond to risks faced by our business divisions, we
require each division to identify the risks that exist, establish methods to identify and respond to
them, and record the results of the assessment in assessment forms to ensure that the process of risk
identification and assessment by each division is conducted through effective analysis and
judgment.
BUSINESS
– 326 –


--- page 336 ---
With reference to Appendix 27 of the Main Board Listing Rules and Appendix 2 of the ESG
Reporting Guide, we have engaged an ESG consultant and started to identify, assess and manage
climate-related topics that are relevant and important to our business, identify the covered
climate-related risks that are applicable to our Group’s business, and consider their potential impact
on the industry and its response.
We have identified climate change risks and opportunities related to our business and operations in
accordance with the TCFD framework. We have identified the following short-term (within
5 years), medium-term (5-15 years), and long-term (over 15 years) climate-related risks and their
potential impacts on our business and financial aspect.
Risk type
Climate-related
risks assessed Risk level Timeframe
Potential impacts on
business, strategy and
financial reporting Countermeasures
Physical
risks /H1100/H1100/H1100/H1100/H1100
Extreme heat Low Short term The escalation of operational
costs arises from heightened
energy consumption and
increased electricity usage,
leading to regional power
supply limitations and
subsequent disruptions to our
operations.
To minimize the impact of
extremely hot weather on our
business, we have implemented
various measures. We have
formulated the Heat Stroke
Personal Accident Emergency
Plan (ܢ
) and undertaken the
following actions:
 Promoting awareness of
high-temperature heat
stroke among workers,
ensuring they have a solid
understanding of heat stroke
prevention and cooling
techniques.
 Adjusting production shifts,
increasing night shifts and
reducing day shifts as
necessary, to avoid working
in hot environments during
daytime.
 In the event of high
temperature and heat stroke
incidents among employees,
we will arrange for other
personnel to take over the
tasks of affected
individuals.
BUSINESS
– 327 –


--- page 337 ---
Risk type
Climate-related
risks assessed Risk level Timeframe
Potential impacts on
business, strategy and
financial reporting Countermeasures
Flooding Low Medium
term
No records indicate any
instances of flooding in the
vicinity of the production sites;
therefore, the risk of flooding
has been assessed as reasonably
low. In the event of a flood, the
infrastructure offices and
assembly locations (i.e. indoor
factories) will undergo damage,
resulting in increased
maintenance and operational
costs.
In response to the potential
impact of flooding on the
production sites, we have
devised a contingency plan to
ensure the continuity of
operations. This entails the
flexible adjustment of
production shifts, as well as the
relocation of production lines
and warehouses to alternative
sites, thereby mitigating the
workload disruptions caused by
the affected areas and
maintaining the production
schedule. Furthermore, we have
developed the Flood Mitigation
Emergency Plan (ಯӨᏐ
) and have
implemented the following
measures:
 Promptly informing all
workers at the production
sites about the situation.
 Deploying personnel to the
production sites to provide
assistance in flood relief
efforts.
 Conducting a
comprehensive review of
the emergency actions
undertaken following the
occurrence of the flooding
hazard.
BUSINESS
– 328 –


--- page 338 ---
Risk type
Climate-related
risks assessed Risk level Timeframe
Potential impacts on
business, strategy and
financial reporting Countermeasures
wildfire Low Long term Based on the geographic
location of the production sites,
which is characterized as far
from forests, a relatively low
risk of wildfires was assessed
for the business operations. In
the case of frequent wildfires,
road traffic may adversely
affect the punctuality of
product transportation.
In order to mitigate the risk of
wildfires spreading to the
production sites, we have
devised the Fire Services
Emergency Plan (Ꮠ
) aimed at enhancing
production safety and
establishing a comprehensive
management system. This plan
encompasses the following
measures:
 Ensuring an ample supply
of fire-fighting equipment,
both in terms of quantity
and appropriate types.
 Strengthening the inspection
and monitoring of critical
fire safety workplaces and
areas.
 Delivering comprehensive
fire safety education to
workers, with the objective
of augmenting their
awareness of fire safety and
fostering self-rescue
capabilities.
Transition
risks /H1100/H1100/H1100/H1100/H1100
Policy and
regulation
Tighter
regulation by
the Chinese
government
Low Short term
Medium
term
Long term
Strict government regulations
have resulted in increased
compliance costs for
enterprises. Throughout the
14th Five-Y ear Plan period,
China will continue to develop
policies and regulations
addressing climate change.
Modifications to these laws and
regulations may entail
additional expenses as we strive
to comply with more stringent
rules. Moreover, regulators are
expected to impose stricter
environmental requirements on
us.
 Continuously prioritizing
awareness and
understanding of China’s
regulatory landscape to
mitigate potential regulatory
risks.
 Implementing the use of
energy-efficient electrical
equipment and production
facilities, and enforcing the
Environmental/Occupational
Health Safety Operation
Control Procedures ( ᐑྤ/
ᔖุ਄ੰτΌ༶БછՓ೻
ҏ) to enhance staff
awareness of energy
conservation and emission
reduction. Reducing
emissions and resource
consumption to prevent
additional compliance costs
resulting from exceeding
emission standards.
BUSINESS
– 329 –


--- page 339 ---
Risk type
Climate-related
risks assessed Risk level Timeframe
Potential impacts on
business, strategy and
financial reporting Countermeasures
Strengthening
greenhouse
gas emissions
reporting
obligations
Low Short term The regulatory authorities are
gradually strengthening the
requirements for listed
companies to disclose climate
risk information, imposing more
stringent obligations on
information disclosure. As a
result, operational costs will
increase in order to meet these
requirements.
We have enlisted the services
of third-party ESG consultants
to monitor updates regarding
ESG and climate-related
reporting guidelines, laws, and
regulations. Additionally, they
will assist us in implementing
greenhouse gas emission
calculations.
Implementing
carbon
pricing
regulations
Low Medium
term
Carbon pricing is gaining
popularity as a policy tool to
encourage low-carbon
investments and curb energy
consumption. We can expect the
adoption of more carbon
pricing regulations, such as
carbon taxes, and market-based
mechanisms like cap-and-trade.
However, implementing a
carbon price or tax would result
in additional financial costs.
By strictly adhering to the
latest laws and regulations
governing local and regional
carbon markets, as well as
implementing rigorous control
and monitoring measures for
our carbon emissions, we can
mitigate the additional financial
costs associated with carbon
pricing or tax.
Market Changes in
customers’
preferences
Low Short term The preference of customers for
environmental/low-carbon
products may necessitate the
development of a green supply
chain by our Group. Failure to
meet customers’ expectations
with regards to these products
may lead to a decline in orders,
thereby resulting in lower
revenue.
To align with users’ preference
for environmentally-friendly
products, we have implemented
a Sustainable Procurement
Policy (ഄ).
This policy aims to foster a
green supply chain and
prioritize the utilization of
environmentally-friendly
products.
BUSINESS
– 330 –


--- page 340 ---
Risk type
Climate-related
risks assessed Risk level Timeframe
Potential impacts on
business, strategy and
financial reporting Countermeasures
Reputation Carbon
emissions are
closely
concerned by
various
stakeholders
Low Medium
term
Long term
Our carbon emissions are of
significant concern to various
stakeholders. In the context of
the global low-carbon
transition, any non-compliance
or excessive emissions from our
Group would have a negative
impact on the brand image and
reputation. This could result in
additional costs associated with
preserving the brand image and
reputation.
We are committed to strict
compliance with national and
industry laws and regulations
pertaining to carbon emissions.
This includes the rigorous
implementation of
environmental systems such as
the Environmental/Occupational
Health Safety Operation
Control Procedure ( ᐑྤ/ᔖุ
਄ੰτΌ༶БછՓ೻ҏ) and
the Corrective Measures
Process Procedure (͍ཫԣ
೻). We closely
monitor our carbon emissions
and take proactive measures to
address any issues that arise.
Technology Failure to
keep up with
new
technology
trends
Low Short term
Medium
term
To effectively control the
carbon emissions of our
products, it is essential to
enhance the development of
environmental protection
processes, optimize the
utilization of new technologies,
and upgrade clean production
equipment to meet the demand
for low-emission products.
However, these efforts may lead
to increased operating costs.
We shall closely monitor the
latest technological
advancements from equipment
manufacturers and proactively
explore and implement a new
energy development strategy
driven by artificial intelligence.
We will also address any
technical risks that may arise.
As an example, we have
recently conducted a feasibility
study on utilizing hydrogen, a
clean energy source, as a power
supply for robots.
BUSINESS
– 331 –


--- page 341 ---
Climate-related
opportunities assessed Timeframe
Potential impacts on
business, strategy and
financial Countermeasures
Accessing new markets /H1100/H1100Short term
Medium term
In April 2022, the
National Development and
Reform Commission,
along with the National
Energy Administration,
released the Long-term
and Medium-term Plan
2021-2035 for the
Development of Hydrogen
Energy Industries. This
plan emphasizes that
hydrogen energy is a
crucial component of the
future national energy
system and a key area for
development ( ૫ঐପุ
ಂ஝ྌ
2021-2035 ).
Additionally, Artificial
Intelligence (AI), as the
technological core of the
Fourth Industrial
Revolution, has a
profound and extensive
impact on economic
development and social
progress.
We are actively exploring
the incorporation of new
energy sources, such as
hydrogen energy, into our
products. Hydrogen energy
offers the advantage of
zero carbon emissions
during consumption. By
embracing this approach,
we align ourselves with
China’s objective of
achieving “carbon peaking
and carbon neutrality”
while promoting green and
high-quality economic
development.
Resource efficiency /H1100/H1100/H1100/H1100/H1100/H1100Short term Enhancing the efficiency
of resource utilization,
including energy, water,
and other resources, while
minimizing consumption,
can significantly assist
companies in reducing
operating costs.
 Actively implementing
green office and
operational measures.
 Strengthening water
conservation measures
as outlined in the
“Environmental
Protection — Resource
Consumption
Management”
guidelines.
BUSINESS
– 332 –


--- page 342 ---
Quantitative indicators
We have engaged an ESG consultant to support us in building an ESG database, collecting ESG data
and conducting reviews and we follow ISO 14064 standards.
Set forth below are the environmental quantitative indicators of our Group’s offices and operating
production facilities at Xiamen, Wuxi, Shenzhen, Guizhou and Kunming during the Track Record
Period:—
FY2020 FY2021 FY2022 (1) 6M2023
Resources consumption
Electricity consumption (kWh) /H1100/H1100/H11001,890,511.94 2,446,013.53 2,595,567.27 1,386,820.91
Electricity consumption
intensity (kWh/million
revenue) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,553.96 2,993.05 2,574.27 5,310.66
(2)
Water consumption (m 3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,436.60 16,133.57 16,084.26 9,958.22
Water consumption intensity
(m3/million revenue) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018.15 19.74 15.95 38.13 (2)
GHG emissions
Total GHG emissions (scope 2)
(tons of CO 2 or equivalent) /H1100/H1100/H1100/H11001,153.40 1,421.13 1,508.02 790.90
GHG emissions intensity (scope
2) (tons of CO 2 or
equivalent/million revenue) /H1100/H1100/H11001.56 1.74 1.50 3.03 (2)
Notes:
(1) The environmental quantitative indicators for FY2022 also cover our offices and operating production facilities in
Liuzhou, Jiujiang, and Shijiazhuang which were newly-added in 2022.
(2) The consumption intensity for 6M2023 was higher than that of FY2022 due to the lower average monthly revenue
for 6M2023 as compared with that of FY2022. The water and electricity consumption of 6M2023 remained stable as
compared with the previous year.
Our ESG goals
Our business is still in a phase of rapid development, for example, with the completion of new
plants, it is difficult to predict changes in our environmental performance data. Although our
quantitative environmental, social and governance indicators are currently on an upward trend, we
aim to “drive down energy consumption” so that our quantitative indicators will be lower in the
future. To better control these quantitative targets, we will set quantitative energy efficiency targets
and water efficiency targets with the assistance of our ESG consultant after Listing, as follows:
 Energy efficiency target: We aim to achieve a target of reducing the growth rate of energy
consumption by approximately 5-10% below the growth rate of production by 2025. More
information on the measures taken to achieve this target can be found in the section “Use of
Resources”.
 Water efficiency target: We intend to reduce water consumption by approximately 7% by 2025
and raise awareness of water use among our employees in the future. For more information
on the measures taken to achieve this target, please refer to the section on “Use of Resources”.
In order to achieve the energy efficiency target, we have formulated various environmental
management plans, such as Energy Saving and Electricity Management Plan ( ືঐ͜ཥ၍ଣ˙
), Environmental/ Occupational Health and Safety Target Indicators and Management Plan
() and implemented various energy saving measures.
We arrange the production schedule of each factory according to the sales plan and supply plan to
ensure continuous production operation without interruption, which is conducive to reducing the
factory’s electricity consumption. For defective equipment, we fill in the defect form and handle it
promptly to maintain the best operating condition of the equipment. We also regularly replace
equipment when needed.
BUSINESS
– 333 –


--- page 343 ---
Based on the change of environment temperature, air-conditioners in workspace are not in use from
November to April of the following year. Air-conditioning temperature is kept at 26°C at office
area. We use LED lighting in all production sites for higher energy efficiency. The street lights in
Shijiazhuang Factory are powered by solar energy. We also plan to do this in the second phase of
Jiujiang factory and Liuzhou factory. For different production sites, we control the number of lights
turned on based on local weather conditions. Lighting in different lines can be controlled separately
to avoid unnecessary lighting. After work in offices and workshops, dedicated personnel are
responsible for checking and shutting down all electrical equipment (except for products that
require continuous testing).
We are planning to establish smart energy saving plans in the newly established smart factory at
Liuzhou. We plan to carry out real-time energy monitoring of each production line by adding energy
sensors to production equipment and various workshops. According to the equipment condition and
production plan, the energy consumption plan will be adjusted in real time, and at the same time,
the operation of the equipment will be reversely controlled by the energy control system to achieve
energy conservation. The above plan will be implemented in the factory at Liuzhou, and will be
extended to other factories after the operation is stable.
In long term, we continue to explore the use of new energy sources with zero carbon emissions in
our products, such as hydrogen energy, and cooperate with industry partners on low-carbon/ clean
energy solutions.
In order to achieve the water efficiency target, we cultivate employees’ environmental awareness by
posting water-saving signs in prominent locations in washrooms, pantries, and employee
dormitories, thereby reducing water consumption. We check water pipes and faucets from time to
time, and repair hidden or leaking faucets as soon as possible. Besides, dedicated personnel
regularly check the water meter readings and compares the water usage over the same period to
check whether there is any hidden water leakage. We are going to relocate to a new office building
in Shenzhen. This building is equipped with modern water-saving devices and features a
scientifically and rationally designed water supply and drainage system. Furthermore, we will
widely implement water-saving measures to effectively achieve water conservation and reduction.
We are also developing reasonable water management measures to efficiently save and utilize water
resources. Additionally, we have plans to install water-saving devices and measures for rainwater
reuse in our other production facilities with the aim of effectively reducing water consumption.
The goals will be implemented through various departments including the human resources and
operation departments (manufacturing & quality centres). Based on the data collected and
calculated by our ESG consultant and us, the ESG and Sustainability Committee will regularly
review the establishment of the goals and progress of achievement, and report to the Board as well
as make adjustments and conduct follow-up work at the appropriate time.
We recognize the impact and risk that climate change poses to our business. We are committed to
mitigating the impact of climate change by continuing to comply with local environmental laws and
regulations, promoting energy saving and consumption reduction measures, continuing to closely
monitor our resource consumption to minimize our impact on the environment, and practicing our
low carbon operations through our own practical actions.
BUSINESS
– 334 –


--- page 344 ---
Environmental protection
Environmental protection and management
Our approach to the environment is to “achieve pollution prevention, comply with laws and
regulations, and protect the global environment”. We consider the impact of our business on climate
and the environment and have taken appropriate measures in our operations to comply with all
applicable requirements. We strictly comply with applicable laws and regulations as required by the
Quality, Environment and Safety (QES) management system in China including but not limited to
the Environmental Protection Law of the People’s Republic of China, the Air Pollution Prevention
and Control Law of the People’s Republic of China and the Energy Conservation Law of the
People’s Republic of China. In addition, we have put in place internal policies which set out the
details of environmental impact evaluation and control, target, and program implementation for fire,
noise emission, electric power consumption, hazardous waste transfer, and exhaust gas emission.
Considering the nature of our operations, which are primarily in the smart service robotic products
and services industry, our expenses on water and electricity consumption in our production facilities
for 6M2023 did not represent more than 0.5% of our revenue in 6M2023. Therefore, we do not
consider that we are exposed to significant risks related to environmental issues.
We are committed to fulfilling our corporate environmental protection responsibilities and creating
a sustainable society in which people and nature live in harmony by following these laws,
regulations and internal policies. Our environmental management system has obtained ISO14001
certification. We have also put in place an environmental identification and assessment control
process to assess the environmental impact of our activities and services. In addition, we have an
environmental occupational health and safety operational control process to effectively identify and
monitor safety conditions, and regularly monitor and engage qualified third party organisations to
conduct various tests such as effluent, exhaust, noise, etc.
Emissions
Our Group has established a comprehensive quality, environmental, and health & safety
management system, and has adopted the Environmental/Occupational Health and Safety
Operational Control Procedures to ensure compliance with relevant laws and regulations. The
system details the roles and responsibilities, the control procedures and the necessary reporting. We
have established an environmental laws and regulations register to ensure all the applicable laws
and regulations are included. We also follow the ISO 14064 standard for determining Scope 2
greenhouse gas (GHG) emissions. We engaged third party consultant to support us in ESG data
collection and verification.
Use of resources
We are committed to environmental protection and have adopted and implemented measures to
ensure compliance with the ISO14001:2015 environmental management certification standard. We
have also set out environmental factor identification and assessment control procedures and
environmental occupational health and safety operational control procedures for effective
identification and monitoring. In the early stage of our product development, we must meet the
requirements of environmental protection regulations, such as ROHS\REACH\WEEE of the
European Union. From the product design process and purchased items, the impact on the
environment especially on the resource consumption is considered. The design process minimizes
the use of materials, and the materials used are also environmentally friendly and meet the
requirements.
We are considerate of the impacts of our business on climate and the environment and we are
committed to operating our business in compliance with applicable laws and regulations relating to
climate and the environment. We have taken appropriate measures in the operation of our business
to comply with all applicable requirements. Given the nature of our operations, it is believed that
we are not exposed to significant risks related to environmental issues.
BUSINESS
– 335 –


--- page 345 ---
Waste management
We are mindful of the importance of waste reduction and we strive to reduce the amount of waste
generated to minimize the impact on the environment. In terms of waste management, hazardous
waste generated from our operations will be handed over to qualified third party recycling
companies for disposal or sent back to the original company for disposal. We strictly examine the
qualifications of our waste disposers and sign contracts with them, requiring them to dispose of
waste legally, and we review their qualifications annually. On the other hand, the general waste
generated by us is categorized into recyclable and non-recyclable waste. Recyclable waste is
disposed of by take-away or outsourced processing and recycling, while non-recyclable waste is
disposed of by outsourcing. We strive to reduce, recycle and dispose of waste properly to minimize
the environmental impact caused by our operations.
In accordance with the Quality, Environment, Occupational Health and Safety (QES) Management
Manual, we consider the product lifecycle and possible environmental and occupational health and
safety risks during the design and development of our products and services to ensure that there is
no adverse impact on product compliance. The materials we use must also comply with
environmental requirements such as the EU ROHS, REACH and WEEE regulations, taking into
account the impact on the environment and in particular the impact on resource consumption. We
take into account the environmental impact of our products when they are disposed of in accordance
with the WEEE requirements, using designs that are easily recyclable and environmentally friendly,
and taking responsibility for the cost of recycling. Our PLM System Material Qualification
Management Specification (PLM၍ଣ஝ᇍ) specifies that we have a dedicated
SQE engineer to review the environmental information provided by our suppliers to ensure that the
materials we purchase also meet the relevant environmental requirements. At the same time, we try
to minimise the use of materials, thereby reducing the amount of waste generated.
In addition, our Group adopts environmentally friendly office practices. We also encourage our staff
to separate recyclable materials for recycling and disposal through various publicity, education and
guidelines on waste separation, with banners, posters and notices placed at prominent locations. In
addition, in order to reduce the use of paper, we promote the secondary use of office paper, office
information technology and paperless. We regularly check and monitor waste generation and
resource usage, and implement appropriate improvement measures to reduce waste generation.
Resources consumption management
We are always mindful of the need to save energy effectively. Electricity is a major source of energy
consumption in our operations, and reducing electricity consumption is a key focus of energy
management. We manage our resource usage by implementing internal operational control
procedures and are committed to energy efficiency and conservation in our daily operations. We
actively introduce power saving devices and strive to promote energy conservation in our daily
operations to reduce domestic electricity consumption and turn off unused electrical devices. We
provide regular training to our staff on energy saving. We regularly check electricity usage as a
basis for resource saving.
Water is a precious resource on earth and we are aware of the need to cherish water resources,
therefore, we will try to reduce our water consumption and improve our water efficiency to avoid
wasting potable water during our operation. We always keep in mind the effective practice of water
management and water conservation. We will educate our staff on water conservation. To ensure
that our water supply facilities are in the best working condition, we will strengthen the repair of
our water supply facilities to reduce leakage. The relevant departments of our group will collect
statistics on water usage calculations, analyze and regulate water conservation.
BUSINESS
– 336 –


--- page 346 ---
Social responsibility
Employment
Our Group strives to provide employees with a favorable working environment, promote their
professional development, and ensure their well-being. We strictly comply with applicable PRC
labor laws and regulations including but not limited to the Labor Law of the People’s Republic of
China and the Labor Contract Law of the People’s Republic of China, so as to create a fair, healthy
and safe working environment. For more applicable laws and regulations, please refer to the section
of “Laws and Regulations — Laws and Regulations in Relation to Labor Protection, Social
Insurance and Housing Provident Funds.”
Recruitment, Dismissal and Employee Rights
We have developed the Recruitment Management Measures (), which specify the
division of responsibilities among human resources department, hiring departments and related
departments. We also emphasize that we have always adhered to the principles of equal competition,
information disclosure and two-way selection in the open recruitment process. Whether it is in
written examination, interview or recruitment conditions, we shall adhere to the principle of equal
competition, ensure that recruitment information is disclosed transparently and communicate
equally with candidates. At the same time, we adhere to the relevant laws, regulations, and policies
on equal employment and anti-employment discrimination in various countries and regions. We
provide equal employment opportunities to employees in recruitment, career development,
promotion, and other aspects. We do not differentiate in the treatment of employees based on
gender, age, or marital status. The main recruitment channels are campus recruitment, internal
recruitment, social recruitment, referral by headhunters, internal staff recommendation (also
through the open recruitment process) and on-site recruitment.
When an employee is formally employed, our Group enters into Employment Contracts ( ྇඿Υ
Ν) with our employees in strict accordance with the relevant laws and regulations to establish
labor relations with the employee. Our Group’s Employee Handbook (ʈ˓̅) clearly sets
out the working hours and attendance, overtime and transfer, employee benefits, training, dismissal
management, leave, and protection of rights and interests of employees. Our Group has also
established the Offboarding Management Process (೻) which outlines appropriate
procedures for resignation, termination of employment and dismissal, and clearly states the
procedures from submitting resignation/termination/dismissal application, conducting exit
interviews, approving related application, handling resignation handover procedures, to issuing an
offboarding certificate. This can regulate and ensure proper dismissal/termination of employees in
order to effectively safeguard the legitimate rights and interests of both labor and capital. When
employees request to resign, the relevant personnel will conduct exit interviews with them to
understand the reasons for their resignation.
In the event of unilateral termination or dismissal, we will notify the labor union in advance to
ensure that the termination or dismissal is complied with relevant laws and regulations. In addition,
we have established a Employee Rights Protection Group in order to protect the legitimate rights
and interests of our employees. If employees have opinions on their rights and interests, they can
contact the Employee Rights Protection Group, which will communicate, investigate and verify the
employees’ opinions with relevant parties.
Our Group prohibits the employment of child labor and forced labor in accordance with the relevant
laws and regulations. Our Employee Handbook (ʈ˓̅) explicitly states that employees
have the right to refuse to comply with instructions that violate the provisions of the handbook and
have the responsibility and right to report to their supervisors. Employees have the right to complain
to the management of our company about any irregularities and any infringement of their personal
interests in order to obtain fair treatment.
BUSINESS
– 337 –


--- page 347 ---
Remuneration, Promotion and Benefits
In terms of remuneration, we have developed the Payroll Calculation and Disbursement Process
(೻) in accordance with relevant laws and regulations. Our remuneration
package includes base salary, performance-based salary, short-term incentives and various
allowances. In general, we determine the remuneration based on the qualifications, experience and
position of each employee. The Payroll Calculation and Disbursement Process clearly states the
basis and time on delivering bonuses to ensure proper and timely payment of bonuses. There are
various short term incentive schemes which provide different types of timely incentives to
departments and employees according to various dimensions, such as business results, process
control, and cross-department collaboration, in order to incentivize the performance of departments
and employees. In addition, we provide favourable promotion treatment to our employees and
formulated the Employee Promotion Management Process (೻). This process is
designed to provide employees with a good career path to attract and retain talent, and strictly
adhere to the principles of fairness and impartiality, ensuring equality of opportunity and uniform
standards. As stated in the Employee Handbook (ʈ˓̅), we offer a variety of employee
benefits to increase their sense of belonging. The benefits are broadly classified into basic welfare,
leave and other benefits. On basic welfare, we provide social insurance for those employees who
meet the requirements, including basic pension insurance, work injury insurance, maternity
insurance, basic medical insurance, unemployment insurance and housing provident fund schemes.
To ensure proper and timely payment of bonuses to our employees, we will update the template of
our employment contract, which shall include a payment schedule of the guaranteed bonuses. On
the Board level, the amount and timing of payment of bonuses shall be submitted to our
Remuneration Committee for consideration and review periodically. We will assign designated
personnel in our human resources department to monitor our bonus payment obligations to
employees and communicate with our internal accounts department in order to ensure that the
guaranteed and discretionary bonuses, if any, will be duly paid. Such designated personnel is
required to update the relevant information into our internal human resources system on an annual
basis upon when such bonus payment obligations arise to keep track of the latest status of our
fulfilment of bonus payment obligations, and conduct the review of the bonuses paid every six
months after each year end. Such designated personnel is also required to report to our chief
financial officer the implementation plan and progress of the distribution of bonuses every six
months. Our chief financial officer is required to ensure that the payments of such bonuses are made
within the stipulated timeframe pursuant to the employment contracts with our employees.
Employees are also entitled to statutory leave, annual leave, compensatory leave and other vacation
benefits, and they have corresponding rights. In addition, we provide other benefits including meal
allowances for working days, bereavement benefits, wedding gifts, birthday gifts and annual
medical check-ups.
Development and Training
We offer a wide range of training programs to our employees and make clear in the Human
Resources Control Procedures ( ɛɢ༟๕છՓ೻ҏ) that the Personnel Center will develop an
annual training schedule each year based on the needs of our employees. Internal training covers
topics such as robotics, product knowledge, intellectual property, job skills, product manager
training, financial management and people-to-people communication skills to develop them into
talents in various fields. We also provide induction training for new employees, employee code of
conduct, business code of conduct, office etiquette, compliance basics, laws and regulations to be
followed, robotics and AI knowledge, and introduce new employees to our corporate culture and
values to enhance their understanding of our company, industry trends, business and compliance.
Trainees are assessed comprehensively to assess the effectiveness of the training. For individuals
who do not meet the standards, we will conduct interviews and adopt corrective action to them.
BUSINESS
– 338 –


--- page 348 ---
In addition, we provide talents with a wide space for career development, and have developed
UBtech Talent Development Framework (). The framework provides two
development paths: management talent sequence and professional talent sequence, which covers the
whole cycle of management, including the introduction period, the growth period and the maturity
period. We also provide a wide range of talent development projects, such as high-level officer
training, mid-level officer training, reserve officer training and professional talents training. These
projects are based on a variety of systems and knowledge systems. We will arrange corresponding
development sequences for our employees based on the circumstances of both employees and our
Company.
As of June 30, 2023, we have a total of 1,769 employees as follows:—
Number
Total number of employees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,769
By gender
Male /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,142
Female /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100627
By age-group
Below 30 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100574
30 to 50 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,180
Above 50 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015
By academic background
Undergraduate degree below /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100460
Undergraduate degree and/or above /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,309
Occupational health and safety
We are committed to providing a safe working environment for our employees, and our
occupational health and safety management system has obtained ISO:45001 certification. In order
to further improve safety management and eliminate production safety accidents, we strictly comply
with the Safety Production Law of the People’s Republic of China, and have developed a safety
production management system to create a good safe working environment for our Group.
We allocate sufficient resources and energy to strengthen and improve safety management, and have
a number of measures to protect the health and safety of employees, such as increasing the unit’s
safety investment, setting up special funds for safety production, arranging funds for scientific
research on safety production, ensuring there are necessary funds and equipment for safety
supervision, regularly conduct safe production training for our employees to improve their safety
awareness and skills, establish safety production and emergency rescue plan and conduct regular
drills to strengthen our emergency rescue capabilities, strengthen the routine maintenance of our
facilities and equipment, and develop a maintenance plan for facilities and equipment to ensure safe
operation, and establish and improve the safety rules and regulations and safety operating
procedures, and educate and urge employees to strictly comply with them. We attach great
importance to the health and safety of our employees and provide them with various occupational
health and safety training to enhance their knowledge and protect their health and safety.
In addition, we have established a production safety accident investigation, analysis and treatment
system to regulate the reporting and investigation of production safety accidents, timely
investigation and analysis of the causes of accidents, and prevention and reduction of production
safety accidents. If any accident happens to employees during work, we will thoroughly investigate,
record and deal with it. At the same time, the safety leadership team will conduct statistical analysis
of accidents and implement good preventive and countermeasures to prevent accidents from
happening again. During the Track Record Period and up to the Latest Practicable Date, we have
complied in all material respects with the PRC laws and regulations relating to workplace safety and
have not identified any incidents that have had a material adverse effect on our operations.
BUSINESS
– 339 –


--- page 349 ---
Anti-corruption and Anti-bribery
Our Group is committed to complying with all applicable anti-bribery and corruption laws, rules
and regulations and conducting business in an ethical and transparent manner. We have formulated
the Anti-bribery management system (), the Bribery risk identification,
evaluation and control procedure (ᎈᗆйe൙ᄆછՓ೻ό), Anti-bribery compliance
evaluation and control procedure (൙ᄆછՓ೻ό), Bribery incident reporting and
investigation procedure (೻ό), Commercial contract and procurement
standardized control procedure ( ਠุeΥΝeમᒅ஝ᇍછՓ೻ό) and Anti-money laundering
internal control system (). To this end, we have adopted an anti-bribery and
corruption policy which describes the code of business conduct for employees, which strictly
prohibits any form of bribery, and incorporating the relevant provisions of the code into the
employment contracts. Our anti-bribery and corruption policy also specifies our internal prevention
and investigation procedures and measures. We provide anti-bribery training to each new employee.
We have established a scientific and systematic process for assessing bribery risks, which involves
regular identification, analysis, evaluation, and mitigation of bribery risks within the organization.
Based on the assessed levels of bribery risks, we implement appropriate improvement measures.
Each department actively identifies and stays updated on anti-bribery laws and regulations relevant
to their respective activities. Furthermore, they assess compliance with these laws and regulations
based on changes in their work. If any violations are found, they are promptly reported, and
appropriate corrective actions are taken.
We require all senior management and key employees to sign an anti-corruption practice
commitment to indicate that each of them is aware of and voluntarily abides by our anti-corruption
requirements. Our human resources department performs background checks in relation to senior
management or key employees during hiring or promotion process to check their backgrounds and
for any criminal records. We have established a whistle-blowing program and reporting channel for
employees and external third parties to report acts of corruption and to encourage anonymous and
real-name whistle blowing by awarding those that provide valuable leads. We have established a
whistle-blower hotline and email address and strictly protect the identity of anonymous whistle-
blowers and prohibit disclosure of real-name whistle-blowers. In addition, we require our business
partners, including distributors and suppliers, to sign an anti-commercial bribery undertaking. We
establish a compliance committee to ensure effective operation of the Company’s anti-bribery
compliance mechanisms, which is entitled to veto any transaction suspected of violating
anti-bribery laws and regulations.
To promote our anti-bribery culture, our Group has joined the Enterprise Anti-Fraud Alliance
committee (ึ) and Trust and Integrity Enterprise Alliance (ᑌ
ຑ), which comprise prominent enterprises in the PRC with the aim to combat commercial bribery
and fraud. Employees who violate our policies are subject to penalties, including termination of
employment. The Group has also been awarded a Anti-Bribery Management Certificate for the
compliance of its anti-bribery management system with the standard ISO37001:2016 by the China
Quality Certification Centre in August 2023.
Supply chain
Our Group adopts a transparent procurement process and selects suitable suppliers under the
principle of fairness and impartiality. We have formulated different policies to regulate the process
of supplier selection, introduction, evaluation and change of suppliers to ensure orderly daily
management of suppliers after their introduction, and to categorize and manage supplier resources.
The evaluation process includes assessing the environmental and social responsibilities and
commitment to anti-corruption of new suppliers. When evaluating environmental protection
criteria, for suppliers of material categories that are prone to environmental impacts, we conduct
audits to evaluate whether they have obtained internationally recognized certifications for quality
and environmental management systems. We also evaluate whether they have established RoHS and
REACH management procedures or hazardous substance management systems, as well as whether
they provide environmental management training for their employees.
BUSINESS
– 340 –


--- page 350 ---
Our Group’s procurement considerations include, but are not limited to, research and development
capabilities, quality management, supply capacity, product competitiveness, reputation, pricing and
overall service, with a view to reducing procurement risks. It is mandatory for our key production
category suppliers to adhere to these quality standards, as well as comply with the environmental
laws and regulations enforced by the PRC and the RoHS and REACH regulations imposed by the
EU. To enhance our supply chain management for environmental protection, we have further
developed the Sustainable Procurement Policyഄ. This policy enables us to
identify and assess the environmental risks associated with our key suppliers. We give priority to
products that meet environmental protection requirements and regularly evaluate suppliers’
environmental and social performance. We are dedicated to maintaining sustainable and mutually
beneficial relationship with our suppliers to ensure continuous improvement in their environmental
practices. If suppliers do not meet our requirements, we take a proactive approach by proposing
corrective actions and providing suggestions for improvement to support their remedial efforts.
During the Track Record Period, we have over 3,000 suppliers, around 90% of which are based in
China and the remaining are based overseas. primarily including (i) providers of raw materials and
hardware for the development, assemble and production of our smart service robotic products and
services, and (ii) subcontractors in relation to services.
PROPERTIES
Our headquarters is located in Shenzhen. As of the Latest Practicable Date, we owned the land use
right to nine parcels of land and leased 35 properties in the PRC. These properties are used for
non-property activities as defined under Rule 5.01(2) of the Listing Rules. They mainly include
premises for our research and development, assembly, production and offices.
The property valuation report from International V aluation Limited, an independent property valuer,
set out in Appendix III of this prospectus, sets out details of the properties held by our Group as
of September 30, 2023. For details, see “Appendix III — Property V aluation Report”.
Owned Land
As of the Latest Practicable Date, we held land use rights for nine parcels of land in the PRC with
an aggregate site area of 248,150.36 sq.m. The table below shows the details of our owned land
interests in the PRC as of the Latest Practicable Date:
Owner Location Land Usage
Approximate
Gross Site Area
(sq.m.)
Kunming UBTECH Technology
Investment Co., Ltd. (߅
ʮ̡)* (“ Kunming
UBTECH ”)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Kunming Industrial 53,333.60
Kunming UBTECH /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Kunming Industrial 34,486.2 (Note 1)
Shenzhen UBTECH Technology
Industrial Co., Ltd.* (߅
ʮ̡)( “ Shenzhen
UBTECH Industrial ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Shenzhen New Industry
(including research
and development,
commercial, catering,
dormitory, etc.)
5,919.26
Hangzhou UBTECH Industrial Co.,
Ltd.* (ʮ̡)
(“Hangzhou UBTECH ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Hangzhou Industrial 19,438.00
(Note 2)
UBTECH (Hebei) Technology Co.,
Ltd.* Ꮄ̀፯(̏)ʮ̡ /H1100/H1100/H1100/H1100
Hebei Industrial 22,467.35
UBTECH Shanhu (Hangzhou) Industrial
Co., Ltd.* Ꮄ̀፯ʆಳ(ψ)ࠢ
ʮ̡/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Hangzhou Industrial 29,556.00
BUSINESS
– 341 –


--- page 351 ---
Owner Location Land Usage
Approximate
Gross Site Area
(sq.m.)
Jiujiang Y oubixing Technology Co.,
Ltd.* (ʮ̡) /H1100/H1100/H1100/H1100
Jiujiang Industrial 16,527.40
Jiujiang Y ouye Technology Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Jiujiang Industrial 16,895.45
Liuzhou UBTECH Intelligent Industry
Co., Ltd. (ʮ
̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Liuzhou Industrial 49,527.10
Note 1: In June 2022, Kunming UBTECH entered into an agreement with an Independent Third Party, pursuant to which
Kunming UBTECH conditionally agreed to transfer the land use right of this property (“ Kunming Owned
Property 2 ”) to the Independent Third Party. For further details, please see “Financial Information — Description
of Selected Items in Consolidated Income Statements — Other Losses and Gains, Net”.
Note 2: This property has been sealed by the Hangzhou Linping District People’s Court in relation to a legal proceeding
which Hangzhou UBTECH is being involved in. For further details, see “Business — Legal Proceedings”.
As advised by our PRC Legal Adviser, save as disclosed in the paragraphs under “Non-compliance
Matters” and “Risk Factors” section, our ownership of the land use rights is in compliance with the
applicable PRC laws and regulations in all material respects.
Leased Properties in the PRC
As of the Latest Practicable Date, we leased 35 properties with an aggregate gross floor area of
approximately 67,206.47 sq.m in the PRC. The properties are mainly used for research and
development, assembly, production and offices.
Use of Property
Approximate
Gross Site Area
(sq.m.)
Office (including research and development) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,632.42
Assembly, storage and production /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,574.05
Total: /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110067,206.47
As advised by our PRC Legal Adviser, save as disclosed in “Title Defects” and “Non-compliance
Matters” and “Risk Factors” sections, our PRC leased properties are in compliance with the
applicable laws and regulations in all material respects.
Leased Properties in the United States
As of the Latest Practicable Date, we leased properties of approximately 12,192 square feet in the
United States, primarily for general office use.
As advised by our Special U.S. Legal Advisers, our leases in respect of the U.S. properties are in
compliance with applicable U.S. laws and regulations in all material respects.
Title Defects of Leased Properties
Background
As of the Latest Practicable Date, ownership certificates had been obtained by the lessors for 31 out
of the 35 leased properties. For the remaining four properties, the lessors had not obtained the
ownership certificates (the “ Title Defects ” and each a “ Title Defect ”).
BUSINESS
– 342 –


--- page 352 ---
Our PRC Legal Adviser has advised us that (i) it is the property owner’s responsibility to obtain the
relevant ownership certificates, and we as a tenant do not have the authority nor responsibility to
apply for any ownership certificate for such properties; and (ii) the absence of ownership
certificates for these four leased properties did not directly come about as a result of non-
compliance of any relevant PRC laws or regulations on the part of our Group.
Legal consequences and potential liabilities
Pursuant to the PRC Land Management Law () and Regulations for
the Implementation of the PRC Land Management Law (ૢ
Է), where state-owned land is not used in accordance with the approved usage, the relevant
government authority may impose a fine of not less than RMB100 but not more than RMB500 per
square meter of illegally occupied land, and order withdrawal of the land. Pursuant to the PRC Civil
Law Code (Պ), a civil legal act that violates the compulsory provisions of
laws and administrative regulations is invalid. Pursuant to the PRC Urban and Rural Planning Law
(2019 Amendments) (ج2019͍)), where construction is carried
out without obtaining permit or not in accordance with the permit, depending on the circumstances,
the competent authority may suspend the construction, impose fines, request rectification of
non-compliance or order demolition of the construction. As advised by our PRC Legal Adviser, as
a result of the Title Defects, (i) in case the relevant lessors do not own the leased properties or have
the consent from the owner of the leased properties, we may be unable to continue to us such leased
properties; (ii) we may be unable to prove that the construction of the leased properties has been
approved by the relevant competent authorities, as such the relevant lease agreements may be
deemed invalid and we may be ordered to vacate from such leased properties; and (iii) there is a
risk that the usage of the leased properties may be inconsistent with the permitted usage, and we
may be unable to continue using the leased properties if the lessors are ordered to return the
properties by the relevant competent authorities. The aggregate maximum penalties which may be
imposed on us for the potential inconsistency with permitted usage is RMB1.23 million.
Current Status and Remedial Actions
As at the Latest Practicable Date, we had not received any material claim by third-party rights
holder nor been subject to any administrative penalties by the relevant competent authorities in
relation to the Title Defects.
In respect of the four leased properties with the Title Defects, as they are currently mainly used as
office (including research and development) or product testing premises, our Directors consider that
such leased properties are replaceable and the relevant equipment can be relocated. In the event that
we cannot continue to lease and use such leased properties as a result of the Title Defects, we will
be able to identify alternative properties for leasing in the relevant area, and the relocation will not
have any material adverse effect on our operation.
We have devised contingency relocation plans for the leased properties subject to the Title Defects.
For further details, see “Contingency relocation plans of defective leased properties”.
Views of our Directors
Our Directors are of the view, and our PRC Legal Adviser concurs, that the Title Defects would not
have a material and adverse effect on our business and results of operations, taking into
consideration (i) in respect of the four leased properties with Title Defects, as they are mainly used
as office (including research and development) or product testing premises, such leased properties
are replaceable and the relevant equipment can be relocated, and the relocation will not have any
material adverse effect on our operation; and (ii) Mr. Zhou Jian, Ms. Wang Lin and Mr. Xiong
Y oujun have agreed to indemnify us for the economic losses we may incur as a result of the Title
Defects.
BUSINESS
– 343 –


--- page 353 ---
LEGAL PROCEEDINGS
We may be involved, from time to time, in legal proceedings arising from the ordinary course of
our operations.
One of the wholly owned subsidiaries of our Company, Hangzhou UBTECH, was involved in a
legal proceeding brought by Zhejiang Hualin Construction Group Company Limited* (ܔ
ʮ̡)( “Zhejiang Hualin ”), which is an Independent Third Party principally engaged in
building construction in the PRC. Hangzhou UBTECH entered into a construction contract (the
“Construction Contract ”) with Zhejiang Hualin on November 16, 2021, pursuant to which
Hangzhou UBTECH engaged Zhejiang Hualin as the principal contractor for construction works on
the land located in Hangzhou with a gross floor area of 70,747 sq.m. for a total provisional contract
price of RMB150 million (subject to adjustments). Pursuant to the Construction Contract, the
construction works shall commence in December 2021 and be completed in August 2023.
The construction works commenced in December 2021, however, the construction works on the
land had been discontinued since June 2022 mainly due to COVID-19. After considering our latest
business needs, we commenced our negotiation with the local government and in December 2022,
Hangzhou UBTECH and the relevant Hangzhou governmental authority entered into an agreement
for surrender of the land use rights to the local government. Hence, the construction works were
terminated and Hangzhou UBTECH had to negotiate with Zhejiang Hualin as to the outstanding
amount payable to Zhejiang Hualin in relation to the discontinuation of construction works on such
land (including the outstanding construction fees for the completed construction works and relevant
compensations). After consultation with an independent construction consultant engaged by
Hangzhou UBTECH, Hangzhou UBTECH offered to Zhejiang Hualin that the amount of
outstanding amount payable to Zhejiang Hualin was approximately RMB23 million. As Zhejiang
Hualin did not agree with such assessment, in May 2023, Zhejiang Hualin has commenced legal
proceedings against our Company and Hangzhou UBTECH for an order:
(i) to terminate the construction contract signed between the construction company and
Hangzhou UBTECH on November 16, 2021 in relation to construction works on the land
located at Wanchen Community and Qianyuan Community, Linping Street, Y uhang District,
Hangzhou City, Zhejiang Province, the PRC;
(ii) for Hangzhou UBTECH to pay to the construction company approximately RMB26.57 million
for construction work already carried out by the construction company for Hangzhou
UBTECH and interest levied on such an amount based on the 1-year loan prime rate
announced by the National Interbank Funding Center from July 1, 2022 until the date of
settlement of such amount by Hangzhou UBTECH;
(iii) for Hangzhou UBTECH to pay to the construction company damages of approximately
RMB2.87 million for losses sustained by the construction company from the suspension of
construction work up to February 28, 2023;
(iv) for Hangzhou UBTECH to pay to the construction company damages of approximately
RMB11.69 million for losses sustained by the construction company from the termination of
the aforementioned construction contract;
(v) that the construction company shall have the right of priority in payment for the cost of the
construction work carried out or the auction price of the construction work carried out, interest
levied on the construction work carried out, losses sustained from the suspension of
construction work and losses sustained from the termination of the aforementioned
construction contract; and
(vi) for litigations costs to be paid to the construction company.
The total amount claimed by the construction company against Hangzhou UBTECH under the
aforementioned legal processing amounted to approximately RMB41.14 million, of which
RMB26.57 million was for construction cost and RMB14.56 million was for suspension of work and
termination of construction contracts. The full amount was recognized under other payables of the
BUSINESS
– 344 –


--- page 354 ---
Group. The amount for construction work already carried out by the construction company of
RMB26.57 million was recognized as other payables and other receivables as the amount will be
recovered by the disposal consideration paid from the relevant local government. The amount of
losses sustained by the construction company of RMB14.56 million, including (i) the loss due to the
suspension of construction work of RMB2.87 million; and (ii) the loss due to the termination of the
construction contract of RMB11.69 million, were recognized as other payables and other losses.
On 6 May 2023, Hangzhou Linping District People’s Court issued a summons in relation to the
aforementioned legal proceeding to our Company.
Representatives of our Company, Hangzhou UBTECH and the construction company entered into
pre-litigation mediation in relation to the aforementioned legal proceedings at the Hangzhou
Linping District People’s Court on 20 June 2023, and the parties agreed to defer to the court’s
determination regarding the construction work fees to be paid to and damages sustained by the
construction company.
The relevant parties have undergone mediation under the direction of a judge on November 10, 2023
and have reached a settlement arrangement after the mediation process, pursuant to which
Hangzhou UBTECH has agreed to pay a sum of approximately RMB30 million to Zhejiang Hualin
as a settlement (the “ Settlement Arrangement ”). As of the Latest Practicable Date, the Settlement
Arrangement has been formalized and recognized in a civil judgment issued by the Hangzhou
Linping District People’s Court.
Save for the aforementioned legal proceeding, as of the Latest Practicable Date, our Group was not
involved in any litigation, arbitration, administrative proceeding or claim of material importance
pending or threatened by or against our Group or any of our Directors, that would have a material
adverse effect on our results of operations or financial conditions.
NON-COMPLIANCE MATTERS
We are subject to a wide range of PRC laws and regulations in the ordinary course of business. For
details, see “Laws and Regulations” in this prospectus. We have been advised by our PRC Legal
Adviser that during the Track Record Period and up to the Latest Practicable Date, save as disclosed
under “Non-compliance Matters” and “Risk Factors” section, we have complied with the relevant
PRC laws and regulations in all material respects that are material to our operations in the PRC, and
there were no material breaches or violations of laws or regulations applicable to us that would have
a material adverse effect on our business or results of operations.
BUSINESS
– 345 –


--- page 355 ---
Set forth below are summaries of certain incidents of non-compliance with the PRC applicable laws and regulations during the Track Record Period and
up to the Latest Practicable Date, which our Directors believe will not have a material adverse impact on our business or results of operations.
Non-compliance Background
Legal consequences and
liabilities
Current Status and Remedial
Actions Views of our Directors
Enhanced internal
control measures
1. Inconsistency with
permitted usage of
certain leased
properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
During the Track Record
Period and up to the
Latest Practicable Date,
(i) in respect of five of
our leased properties in
the PRC located in
Chongqing, Guizhou,
Liuzhou, Xiamen and
Kunming respectively
(“Chongqing Leased
Property ”, “ Guizhou
Leased Property ”,
“Liuzhou Leased
Property ”, “ Xiamen
Leased Property ” and
“Kunming Leased
Property ”), we had
used them as our
production facilities; and
(ii) in respect of one of
our leased properties in
the PRC located in
Hubei (“ Hubei Leased
Property ”), we had
used it as our office
premise, which are
inconsistent with their
permitted usage
prescribed under the
relevant property
ownership certificates,
permits or licenses (the
Pursuant to the PRC Land
Management Law ( ʕശɛ͏
) and
Regulations for the
Implementation of the PRC
Land Management Law ( ʕശ
ૢ
Է), where state-owned land
is not used in accordance with
the approved usage, the relevant
government authority may
impose a fine of not less than
RMB100 but not more than
RMB500 per square meter of
illegally occupied land, and
order withdrawal of the land.
Pursuant to the PRC Urban and
Rural Planning Law (2019
Amendments) ( ʕശɛ͏΍ձ
ج2019͍)),
where construction is carried
out without obtaining permit or
not in accordance with the
permit, depending on the
circumstances, the competent
authority may suspend the
construction, impose fines,
request rectification of non-
compliance or order demolition
of the construction. Pursuant to
the PRC Administrative Penalty
Law (2021 Amendments) ( ʕ
During the Track Record
Period and up to the Latest
Practicable Date, we have not
been subject to any
administrative penalties or
ordered to vacate the leased
properties by the relevant
competent authorities because
of the Usage Defects.
In respect of the Liuzhou
Leased Property, we have
obtained a written
confirmation from the Liuzhou
Northern Ecological New Area
Management Committee that,
among other things, (i) it was
aware of the Usage Defect of
the Liuzhou Leased Property;
(ii) it would not impose any
administrative penalty on us,
including but not limited to
ordering demolition or
relocation, cessation of use of
leased property, or fines, nor
order the relevant lessor to
return the property; and (iii)
the Liuzhou Leased Property
was a legal construction
approved by the competent
authority. As advised by our
PRC Legal Adviser, Liuzhou
Our Directors are of the
view, and our PRC
Legal Adviser concurs,
that the Usage Defects
would not have a
material and adverse
effect on our business
and results of operations
or financial conditions,
taking into consideration
(i) in respect of the
Liuzhou Leased Property
and Xiamen Leased
Property, the risk of us
being subject to any
administrative penalties
or being ordered to
vacate the properties is
remote based on the
written confirmation
from or interview with
the relevant competent
authorities; (ii) in
respect of the Kunming
Leased Property, the risk
of us being subject to
any fine is remote based
on the written
confirmation from the
relevant competent
authority; (iii) in respect
of the Chongqing
To address and minimize
defects in relation to our
leased properties, we
have adopted the
following enhanced
internal control
measures:
(i) designate
responsible
personnel to carry
out overall
monitoring and
management of the
leased property
defects, which
includes following
up with the
progress of
rectifying the
defects;
(ii) compile a register
to record and
document the
details and status
of leased
properties with
legal defects.
Designated staff
will follow up with
the status of such
BUSINESS
– 346 –


--- page 356 ---
Non-compliance Background
Legal consequences and
liabilities
Current Status and Remedial
Actions Views of our Directors
Enhanced internal
control measures
“Usage Defects ”). The
permitted usage of: (a)
Chongqing Leased
Property is office
premise; (b) Guizhou
Leased Property is
pharmaceutical
manufacturing;
(c) Liuzhou Leased
Property is research and
development, and office
premise; (d) Xiamen
Leased Property is
storage; (e) Kunming
Leased Property is
commercial use; and
(f) Hubei Leased
Property is industrial,
transportation and
storage. The reason of
the non-compliance was
that our employees
responsible for handling
the leases did not fully
understand the relevant
regulatory requirements
and did not check the
permitted usage of the
properties when we
entered into the leases.
As of the Latest
Practicable Date, (i) the
lease of Chongqing
Leased Property and
Guizhou Leased

(2021ࠈࡌwhere an illegal
act has not been found within
two years, administrative
penalty shall be exempted. The
period of time prescribed shall
be counted from the date on
which the illegal act is
committed; if the act is of a
continual or continuous non-
compliance matter, it shall be
counted from the date on which
the act is terminated. As
advised by our PRC Legal
Adviser, the Usage Defects may
affect the validity or
enforceability of the relevant
lease agreements, and we may
be subject to administrative
penalties by the relevant
competent authorities, including
fines and being ordered to
vacate the leased properties. As
advised by our PRC Legal
Adviser, the default provisions
of the relevant lease agreements
have not stated which party
shall be liable for the
administrative penalties. If we
were punished by the relevant
authorities, we, as the lessor
would be liable for penalties.
Even though we no longer lease
the Chongqing Leased Property
and Guizhou Leased Property,
Northern Ecological New Area
Management Committee is the
competent authority for land
management matters in respect
of the Liuzhou Leased
Property. Based on the above,
our PRC Legal Adviser is of
the view that the risk of us
being subject to administrative
penalty by the relevant
competent authority or being
ordered to vacate the Liuzhou
Leased Property due to the
Usage Defect is remote.
In respect of the Xiamen
Leased Property, (a) as
confirmed by Xiamen Huli
District Construction Bureau
through an interview, it would
not impose any administrative
penalty on us due to the
Usage Defect; and (b) as
confirmed by Xiamen Natural
Resources and Planning
Bureau Zhishu Branch Office
through an interview, (i) it
would not impose any
administrative penalty on us;
(ii) it would not order the
owner of the land on which
the Xiamen Leased Property is
located to return such land;
and (iii) we can continue to
use Xiamen Leased Property
for production. As advised by
Leased Property,
Guizhou Leased
Property and the
Kunming Leased
Property, we have
rectified the defects by
ceasing the production
and lease of the
Chongqing Leased
Property and Guizhou
Leased Property and
converting the usage of
the Kunming Leased
Property to office
(including research and
development) premise
which is a permitted
use; (iv) in respect of
Hubei Leased Property,
as it is used as office
premise, such leased
property is replaceable
and the relevant
equipment can be
relocated, and the
relocation will not have
any material adverse
effect on our operation;
and (v) Mr. Zhou Jian,
Ms. Wang Lin and Mr.
Xiong Y oujun have
agreed to indemnify us
for the economic losses
we may incur as a result
of the Usage Defects.
defects and will
make regular
reports to our
senior
management; and
(iii) maintain a
compliance
checklist
stipulating the
necessary
certificates,
licenses or permits
which should be
obtained from the
lessors for our
leased properties.
Such checklist will
be reviewed by our
PRC Legal
Adviser. Before
entering into new
leases, we will
request the
relevant lessors to
provide all the
necessary
documents, and if
the necessary
documents cannot
be provided we
will consult our
legal advisers to
evaluate the
relevant legal
risks.
BUSINESS
– 347 –


--- page 357 ---
Non-compliance Background
Legal consequences and
liabilities
Current Status and Remedial
Actions Views of our Directors
Enhanced internal
control measures
Property expired and we
no longer leased such
properties; (ii) the lease
of Liuzhou Leased
Property and Xiamen
Leased Property are
subsisting and we are
continuing to use them
as production facilities;
(iii) the lease of
Kunming Leased
Property is subsisting
but we have already
converted its use to
office (including
research and
development) premise;
and (iv) the lease of
Hubei Leased Property
is subsisting and we are
continuing to use it as
office premise.
The company-level
revenue of our
subsidiaries which
leased the Chongqing
Leased Property,
Guizhou Leased
Property, Liuzhou
Leased Property,
Xiamen Leased Property
and Kunming Leased
Property, which had
been used as production
facilities, amounted to
and have converted the use of
the Kunming Leased Property
into permitted usage,
considering the rectifications of
the relevant Usage Defects were
carried out within the two-year
period prior to the Latest
Practicable Date, we are still
subject to the risk of
administrative penalties in
respect of such historical
defects. Under the PRC laws
and regulations, the aggregate
maximum fine which our Group
may be subject to in respect of
all the Usage Defects is
approximately RMB7.0 million.
our PRC Legal Adviser,
Xiamen Huli District
Construction Bureau and
Xiamen Natural Resources and
Planning Bureau Zhishu
Branch Office are the
competent authorities for the
construction and land
compliance matters in respect
of Xiamen Leased Property
respectively. Based on the
above, our PRC Legal Adviser
is of the view that the risk of
us being subject to
administrative penalty by the
relevant competent authority
or being ordered to vacate the
Xiamen Leased Property is
remote.
In respect of Kunming Leased
Property, we have obtained a
written confirmation from the
Kunming Chenggong District
Natural Resource Bureau that
it would not impose fines or
other administrative penalties
on us due to the Usage Defect.
As advised by our PRC Legal
Adviser, Kunming Chenggong
District Natural Resource
Bureau is the competent
authority for land management
matters in respect of the
Kunming Leased Property.
Based on the above, our PRC
BUSINESS
– 348 –


--- page 358 ---
Non-compliance Background
Legal consequences and
liabilities
Current Status and Remedial
Actions Views of our Directors
Enhanced internal
control measures
RMB452.8 million,
RMB264.0 million,
RMB243.7 million, and
RMB120.2 million
during FY2020,
FY2021, FY2022 and
6M2023 respectively.
The company-level
revenue of our
subsidiaries which
leased the Liuzhou
Leased Property and
Xiamen Leased
Property, being the
leased properties with
subsisting defects,
amounted to RMB368.6
million, RMB225.2
million, RMB210.9
million and RMB118.0
million during FY2020,
FY2021, FY2022 and
6M2023 respectively.
The expiry dates of
Liuzhou Leased
Property, Xiamen
Leased Property,
Kunming Leased
Property and Hubei
Leased Property are
August 31, 2025, May
31, 2028, July 31, 2022,
December 31, 2023
respectively. We are
continuing to use the
Legal Adviser is of the view
that the risk of us being
subject to fine by the relevant
competent authority due to the
Usage Defect is remote.
Further, in respect of the
Chongqing Leased Property,
Guizhou Leased Property and
the Kunming Leased Property,
we have rectified the defects
by (i) ceasing the production
of Chongqing Leased Property
in October 2021; (ii)
completing the relocation of
the production line of Guizhou
Leased Property in November
2022; and (iii) converting the
usage of the Kunming Leased
Property to office (including
research and development)
premise which is a permitted
use since November 2022.
In respect of Hubei Leased
Property, as it is currently
used as office premise, our
Directors consider that such
leased property is replaceable
and the relevant equipment
can be relocated. In the event
that we cannot continue to
lease and use such leased
property as a result of the
Usage Defect, we will be able
to identify alternative property
for leasing in the relevant
BUSINESS
– 349 –


--- page 359 ---
Non-compliance Background
Legal consequences and
liabilities
Current Status and Remedial
Actions Views of our Directors
Enhanced internal
control measures
Kunming Leased
Property as agreed with
the relevant lessor and
in the process of
negotiating with the
relevant lessor to enter
into a renewed lease
agreement. We intend to
renew the lease
agreements in respect of
the Kunming Leased
Property and Hubei
Leased Property, and to
the best of our
Directors’ knowledge,
there is no legal
impediment in renewing
such lease agreements.
area, and the relocation will
not have any material adverse
effect on our operation.
We have devised contingency
relocation plans for the
Liuzhou Leased Property, the
Xiamen Leased Property and
the Hubei Leased Property.
For further details, see
“Contingency relocation plans
of defective leased properties”.
2. Delays in
commencement of
constructions on
certain owned
properties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
During the Track Record
Period and up to the
Latest Practicable Date,
in respect of four of our
owned properties in the
PRC, we had failed to
commence constructions
on such owned
properties before the
date prescribed under
the relevant land use
right grant contracts (the
“Construction Delays ”)
primarily due to adverse
impact of the COVID-19
pandemic on the
In accordance with PRC Urban
Real Estate Administration Law
(ήପ
), where land use right
is granted for land
development, such land
development must be conducted
in accordance with the land
usage and development period
agreed under the land use right
grant contracts. If the
development does not
commence within one year after
the agreed date, a land idle fee
equivalent to less than twenty
percent of the land use right
As of the Latest Practicable
Date, we had not been subject
to any penalty by the relevant
competent authorities in
relation to the Construction
Delays.
(i) Kunming Natural
Resources and Planning
Bureau has confirmed in
writing, in respect of Kunming
Owned Property 1 and
Kunming Owned Property 2
respectively; (ii) Bureau of
National Land Planning and
Construction of Qingshanhu
Our Directors are of the
view, and our PRC
Legal Adviser concurs,
that the Construction
Delays would not have a
material and adverse
effect on our business
and results of
operations, taking into
consideration (i) as of
the Latest Practicable
Date, we had not been
subject to any penalty
by the relevant
competent authorities in
relation to the
Not applicable as the
Construction Delays
were primarily caused
by the adverse impact of
the COVID-19 pandemic
on the construction
progress, which was not
within our control. We
already have in place,
and will continue to
implement, appropriate
internal control
measures including (i)
when we enter into new
land use right grant
contracts in the future,
BUSINESS
– 350 –


--- page 360 ---
Non-compliance Background
Legal consequences and
liabilities
Current Status and Remedial
Actions Views of our Directors
Enhanced internal
control measures
development progress. grant price may be levied; if
the development does not
commence within two years
after the agreed date, the land
use right may be withdrawn
without compensation. In
accordance with the Interim
Regulations of the PRC on
Grant and Assignment of the
Use Right of State-owned
Urban Land ( ʕശɛ͏΍ձ਷
ᕄ਷ϞɺήԴ͜ᛆ̈ᜫձᔷᜫ
ᅲБૢԷ), failure to develop
and use the land in accordance
with the terms and conditions
of the relevant contract, the
relevant government authorities
may order rectification, and
according to the circumstances,
may issue warning, fines or
order withdrawal of the land
use right without compensation.
As advised by our PRC Legal
Adviser, (i) in respect of three
of the owned properties located
in Kunming, Shenzhen and
Hangzhou respectively
(“Kunming Owned Property
1”, “ Shenzhen Owned
Property ”, and “ Hangzhou
Owned Property ”), as we have
commenced constructions
within one year after the
prescribed dates, we may be
subject to warning and fines;
Science and Technology
Management Committee of
Hangzhou, Zhejiang has
confirmed in writing, in
respect of the Hangzhou
Owned Property; and (iii)
Nanshan Administrative
Bureau of Shenzhen Planning
and Land Resources
Commission has confirmed
through an interview in
respect of the Shenzhen
Owned Property that, among
other things, they were aware
of, and would not impose
administrative penalty on us
due to, the Construction
Delays. As advised by our
PRC Legal Adviser, (a)
Kunming Chenggong Natural
Resources Bureau; (b)
Nanshan Administrative
Bureau of Shenzhen Planning
and Land Resources
Commission; and (c) Bureau
of National Land Planning and
Construction of Qingshanhu
Science and Technology
Management Committee of
Hangzhou, Zhejiang are the
competent authorities for land
management matters in respect
of the relevant owned
properties.
Based on the above, our PRC
Construction Delays; (ii)
the risk of the relevant
competent authorities
imposing any
administrative penalties
on us is remote in
respect of each of the
owned properties subject
to the Construction
Delays, based on the
confirmations from the
relevant competent
authorities; and (iii) Mr.
Zhou Jian, Ms. Wang
Lin and Mr. Xiong
Y oujun have agreed to
indemnify us for the
economic losses we may
incur as a result of the
Construction Delays.
we will review and
evaluate the terms of the
contracts to ensure that
the terms, such as the
stipulated dates for
commencing and
completing the
constructions, are
reasonable and feasible;
and (ii) our construction
management department
will hold regular
meetings with the
relevant constructors
and construction
supervision companies
to monitor and discuss
the status of the
constructions and the
construction supervision
companies will make
monthly reports to
ensure that we comply
with relevant
requirements under the
contracts.
BUSINESS
– 351 –


--- page 361 ---
Non-compliance Background
Legal consequences and
liabilities
Current Status and Remedial
Actions Views of our Directors
Enhanced internal
control measures
and (ii) in respect of the other
owned property located in
Kunming (being the Kunming
Owned Property 2), as we have
commenced construction more
than two years after the
prescribed date, we may be
subject to warning, land idle fee
of up to RMB6.1 million and
fines.
Legal Adviser is of the view
that the risk of the relevant
competent authorities issuing
warning or fines on us as a
result of the Construction
Delays of the Shenzhen
Owned Property, Hangzhou
Owned Property and the
Kunming Owned Property 1 is
remote; and (ii) the risk of the
relevant competent authority
imposing warning, fines or
land idle fee as a result of the
Construction Delay on the
Kunming Owned Property 2 is
remote.
We plan to develop (i)
Kunming Owned Property 1
and Hangzhou Owned
Property into production
facilities and office premises;
and (ii) Shenzhen Owned
Property into research and
development facilities and our
new headquarters, and have
obtained the permits required
for commencing, and have
commenced, development
work for each of such owned
properties. We entered into an
agreement in June 2022 with
an Independent Third Party to
transfer the land use right of
Kunming Owned Property 2 to
such Independent Third Party
BUSINESS
– 352 –


--- page 362 ---
Non-compliance Background
Legal consequences and
liabilities
Current Status and Remedial
Actions Views of our Directors
Enhanced internal
control measures
subject to the fulfilment of
certain conditions. As at the
Latest Practicable Date, all
conditions in relation to the
transfer registration of the
land use right of Kunming
Owned Property 2 under the
aforesaid agreement have been
fulfilled, including the
condition that the Independent
Third Party has commenced
construction on and invested
over RMB50 million in the
Kunming Owned Property 2,
and Kunming UBTECH is in
the process of cooperating
with the Independent Third
Party to handle the transfer
registration.
3. Failure to Make
Full Contributions
to Social Insurance
and Housing
Provident Funds
and the Use of
Third Parties to
Pay the
Contributions /H1100/H1100/H1100/H1100
During the Track Record
Period, social security
insurance and housing
provident fund
contributions for some of
our employees were not
made timely or in full by
our Company and some
of our subsidiaries in
accordance with the
relevant PRC laws and
regulations because (i)
we had not taken into
account the performance
bonus and overtime
According to the PRC Social
Insurance Law ( ʕശɛ͏΍ձ
), we may be
required by the relevant
government authority to make
up the outstanding social
insurance contribution with an
additional late payment fee at a
daily rate of 0.05% of the
outstanding contribution from
the due date within a given
period, and if we fail to do so,
we may be subject to a fine
ranging from one to three times
of the total amount of the
During the Track Record
Period and up to the Latest
Practicable Date, we had not
received any orders or
demands from the relevant
government authorities
requesting us to pay the
shortfall in social insurance or
housing provident fund
contributions or any penalties
and there had been no
complaints from our Group’s
employees regarding the non-
compliance of social insurance
and housing provident fund
Our Directors are of the
view that such non-
compliance would not
have a material adverse
effect on our business
and results of
operations, considering
that: (i) we had not been
subject to any
administrative penalties
during the Track Record
Period and up to the
Latest Practicable Date;
(ii) we were neither
aware of any employee
In order to prevent
future potential non-
compliance incidents in
relation to social
insurance and housing
provident fund
contributions, we have
enhanced our internal
control measures,
including:
(i) reviewing and
monitoring the
status of our social
insurance and
BUSINESS
– 353 –


--- page 363 ---
Non-compliance Background
Legal consequences and
liabilities
Current Status and Remedial
Actions Views of our Directors
Enhanced internal
control measures
payment when
calculating our social
insurance and housing
provident funds
contributions; and (ii) we
had engaged third parties
to pay social insurance
and housing provident
funds contribution on our
behalf, which is not
compliant with the
relevant PRC laws and
regulations, as some of
our employees worked at
cities where we have not
established branches or
subsidiaries or where the
employing entities are
not located.
In FY2020, FY2021 and
FY2022, contributions
made through third-party
agencies amounted to
RMB1.4 million,
RMB1.8 million and
RMB1.6 million,
representing
approximately 1.83%,
1.67%, and 1.44% of our
total social insurance and
housing provident funds
contributions in PRC
during the same periods.
As of June 30, 2023, the
number of employees for
outstanding contribution.
According to Regulations on
Management of Housing
Provident Fund (ږ
၍ଣૢԷ), we may be
ordered by the relevant
government authority to make
up the outstanding contributions
within the prescribed time limit,
and failing which we may be
subject to a fine from
RMB10,000 to RMB50,000.
Although we believe that the
third-party human resources
agencies we engaged have paid
on our behalf the required
amount of the social security
insurance and housing provident
funds contributions for these
affected employees, the relevant
competent government
authorities may determine that
our use of such agency
arrangements does not satisfy
the requirements under the
relevant PRC laws and
regulations, and thus we may be
subject to additional
contributions, late payment fees
and/or penalties imposed by the
relevant PRC authorities for
failing to discharge our
obligations in relation to
payment of social insurance and
contributions.
We have made full provisions
for the outstanding
contributions in our
consolidated financial
statements in the amount of
RMB3.0 million, RMB3.9
million, RMB4.1 million and
RMB0.8 million for FY2020,
FY2021, FY2022 and 6M2023
respectively.
We have obtained written
confirmation from the relevant
competent authorities that we
had not been subject any
administrative penalties due to
any breach of the applicable
laws and regulations, in
relation to outstanding
contribution of social
insurance and housing
provident funds. Through an
interview with Shenzhen
Social Insurance Fund
Administration and Shenzhen
Housing Provident Fund
Management Center, the
competent authorities for
matters relating to social
insurance and housing
provident fund regarding our
Company and subsidiaries
located in Shenzhen, our
actual status in relation to
complaints filed against
us nor involved in any
labor disputes with our
employees with respect
to social insurance and
housing provident funds
during the Track Record
Period and up to the
Latest Practicable Date;
(iii) as of the Latest
Practicable Date, we had
not received any
notification from the
relevant PRC authorities
requiring us to pay for
the shortfalls or any
overdue charges with
respect to social
insurance and housing
provident funds; (iv) as
advised by our PRC
Legal Adviser, the risk
of us being ordered to
make up the
contributions or being
penalized by the
relevant authorities is
remote; (v) we have
made full provisions for
the outstanding
contributions in our
consolidated financial
statement during the
Track Record Period;
and (vi) the
contributions made
housing provident
fund contributions
on a regular basis;
(ii) monitoring closely
and maintaining
close
communication
with the
government
authorities as to
any updates of the
laws, regulations
and policies from
time to time so as
to ensure that we
can respond to any
changes with
respect to social
insurance and
housing provident
fund requirements;
and (iii) consulting
our PRC legal
counsel on a
regular basis for
advice on relevant
PRC laws and
regulations.
BUSINESS
– 354 –


--- page 364 ---
Non-compliance Background
Legal consequences and
liabilities
Current Status and Remedial
Actions Views of our Directors
Enhanced internal
control measures
which we engaged third-
party agencies for paying
social insurance or
housing provident funds
was 54, representing
3.05% of the total
number of our
employees employed in
the PRC as of June 30,
2023.
housing provident funds as an
employer or be ordered to
rectify.
As of June 30, 2023, (a) in
respect of the outstanding social
insurance and housing provident
fund contributions, the potential
late payment fees that we may
be liable for amounted to
RMB9.9 million. If we are
ordered by the competent
government authorities to pay
the outstanding contributions
and potential late payment fees,
our Directors confirmed that we
would do so within the
prescribed period. In the event
we fail to make such payment
within the period as requested
by the relevant government
authority, we may be liable for
a maximum fine of RMB48.7
million in addition to the late
payments fees of RMB9.9
million; and (b) in respect of
the use of third parties to pay
the social insurance and
housing provident contributions,
if we are ordered by the
competent government
authorities to pay additional
contributions, our Directors
confirmed that we would do so
within the prescribed period. In
the event we fail to make such
social insurance and housing
provident fund contributions
was disclosed to the
authorities, which had not
imposed any penalty on us
after being informed of the
non-compliance. Based on the
above, our PRC Legal Adviser
are of the view that the risk of
us being ordered to make up
the contributions or being
penalized by the relevant
authorities for our outstanding
contribution of social
insurance and housing
provident funds is remote.
Since 2023, we have been in
the process of adjusting the
contribution base of social
insurance and housing
provident funds for our
employees with a view to
fully comply with the relevant
PRC laws and regulations. As
advised by our PRC Legal
Adviser, the adjustment of the
contribution base is usually
made during a designated time
period each year and such
time period varies in different
regions pursuant to the local
requirements. We will adjust
the contribution base as soon
as the administrative windows
open for our applications for
through third-party
agencies only
represented a relatively
low proportion of our
total contributions in
PRC during the Track
Record Period, and the
number of employees
for which we engaged
third-party agencies for
paying the contributions
was relatively small.
BUSINESS
– 355 –


--- page 365 ---
Non-compliance Background
Legal consequences and
liabilities
Current Status and Remedial
Actions Views of our Directors
Enhanced internal
control measures
payment within the period as
requested by the relevant
government authority, the
maximum fine that we may be
liable for amounted to RMB2.2
million. As advised by our PRC
Legal Adviser, we do not
expect to incur fines arising
from the outstanding amounts
of social insurance and housing
provident funds contributions
and use of third parties to pay
the social insurance and
housing provident funds
contributions if we make such
payment within the prescribed
time period when we are
ordered to do so by competent
government authorities.
the adjustment of the
contribution base. We have
completed adjustments of
contribution base of social
insurance and housing
provident funds for our
employees in Shenzhen and
expect to complete such
adjustments for our employees
in other cities by next year’s
opening of administrative
windows around July 2024.
BUSINESS
– 356 –


--- page 366 ---
Contingency relocation plans of defective leased properties
Leased properties used as production facilities
In respect of the Liuzhou Leased Property and Xiamen Leased Property which are used as
production facilities, although the risk of us being ordered to vacate such properties is remote, we
have devised contingency relocation plans in the event that we are ordered by the relevant
competent authorities to vacate from those leased properties.
Relocation cost and time
The relocation cost mainly comprises the logistics expenses, renovation expenses, and installation
and testing fees for the new sites, which will be funded by our internal resources. The relocation
process includes, among other things, identifying and entering into lease agreement for the new
sites, renovation of the new sites, and moving of the production machines from the existing to new
location. The table below set out the breakdown of the estimated relocation cost and estimated time
required to complete the relocation for each of the affected production facilities:
Leased property Estimated relocation cost
Estimated time required to
complete relocation
Liuzhou Leased Property /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100RMB10.1 million not more than 6 months
Xiamen Leased Property /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100RMB8.6 million not more than 6 months
Estimated impact on our revenue
Our Xiamen production plant has a designed annual production capacity of 960,000 units of servo
actuators, 110,000 units of small-size education smart robots and 11,000 units of humanoid
education smart robots, and in FY2022 321,919 units servo actuators, 41,260 units of small
education smart robots and 4,738 units of humanoid education smart robots were produced. We
estimate that the time of stoppage of production for the Xiamen production plant due to the
relocation will be approximately one month during the moving of the production machines from the
existing to new location. Our production plant in Shijiazhuang has a similar designed annual
production capacity as compared to the Xiamen production plant. Based on the designed annual
production capacity of our Shijiazhuang production plant and the expected production volume of
the Xiamen production facility, we anticipate that the production of the Xiamen production facility
can be substantially taken up by our Shijiazhuang production plant during the relocation period.
Therefore, our Directors are of the view that there will not be any material loss of revenue resulting
from the relocation of our Xiamen production facility.
Our Liuzhou production plant is in operation for the production of vacuum cleaning robots since
May 2023, and is expected to produce wellness and elderly care smart robots. We estimate that the
time of stoppage of production for the Liuzhou production plant due to the relocation will be
approximately one month during the moving of the production machines from the existing to new
location. Our production plant in Shenzhen has production capacity of vacuum cleaning robots and
wellness and elderly care smart robots, and our production plant in Anqing, which is under
construction, is expected to have production capacity of vacuum cleaning robots. Based on the
designed production capacity of our production plants in Shenzhen and Anqing and the expected
production volume of the Liuzhou production facility, we anticipate that the production of the
Liuzhou production facility can be substantially taken up by our Shenzhen and Anqing production
plants during the relocation period. Therefore, our Directors are of the view that there will not be
any material loss of revenue resulting from the relocation of our Liuzhou production facility.
BUSINESS
– 357 –


--- page 367 ---
Leased properties used as office premises for testing
In respect of five leased properties (including the Hubei Leased Property) which are used as office
(including research and development) or product testing premises and subject to Title Defects
and/or Usage Defects, we have devised contingency relocation plans in the event that we are
ordered by the relevant competent authorities to vacate from those leased properties.
Relocation cost and time
The relocation cost mainly comprises the logistics expenses and renovation expenses, which will be
funded by our internal resources. The total estimated relocation cost for all the five leased
properties will be approximately RMB2.0 million. The estimated time required to complete the
relocation of each of the leased property will range from approximately two weeks to three months,
subject to the renovation work required.
Estimated impact on our revenue
As these lease properties are used as office or product testing premises, our Directors consider that
during the period of relocation, the relevant office or testing functions can be performed at our other
office or product testing premises. Therefore, our Directors are of the view that there will not be
any material loss of revenue resulting from the relocation of such leased properties.
GOVERNMENT COOPERATION PROJECTS
As of the Latest Practicable Date, we failed or are expected to fail to fulfill certain conditions under
the agreements, which include realizing a production value or cumulative revenues value of no less
than a fixed amount over a fixed period, or operating the project company for no fewer than a fixed
period, in relation to 15 government cooperation projects. Regarding seven of such agreements
entered into prior to the Track Record Period, despite our Group’s best efforts to fulfil them, we
failed or are expected to fail to fulfil certain conditions contained therein mainly because the targets
set out in such conditions were overly optimistic, since (a) the New Generation of Artificial
Intelligence Development Plan (஝ྌ) was newly released in 2017 when
implementation plans had not yet been released and (b) the education smart robotic products of our
Group were newly launched in 2017 and the parties to such agreements lacked previous track record
to evaluate whether such conditions in relation to education smart robotic products and services
were realistic or not. On the other hand, regarding eight of such agreements entered into during the
Track Record Period, we failed or are expected to fail to fulfil certain conditions contained therein
mainly due to the outbreak of COVID-19 in the PRC, which prevented our Group from negotiating
with and implementing measures for education bureaus and schools of such relevant local
governments and management committees in order to achieve such targets and conditions, as such
education bureaus and schools had to prioritize their resources to tackle the outbreak of COVID-19
during the Track Record Period. As of the Latest Practicable Date, we received (i) government
grants of RMB126.5 million with a total of five government cooperation projects, RMB125.6
million of which were recorded as other payables and accruals as we had failed or are expected to
fail to fulfil certain conditions applicable to the grant of such government grants, with RMB8.0
million returned to the relevant local government in October 2023; and (ii) leasing concessions of
RMB7.9 million with a total of seven government cooperation projects.
As advised by our PRC Legal Adviser, we are in breach of the respective agreements in relation to
such government cooperation projects. In view of such breach of agreements, we had engaged a
PRC litigation legal adviser (“ PRC Litigation Legal Adviser ”), namely Guangdong Sun Law Firm
(הto review all the relevant agreements, and were advised that (i) for those
government cooperation projects (being nine out of the 15 projects mentioned above) which our
Group received subsidies (i.e. government grants and/or leasing concessions) from the relevant
local government and/or management committee, in the case of (a) (being two out of such nine
projects) we had either entered into a termination agreement with the relevant local government,
under which both parties would not be subject to any liabilities which may arise from any breach
of such government cooperation agreement or obtained confirmation from the local government
which confirmed that the government cooperation agreement had been terminated and both parties
BUSINESS
– 358 –


--- page 368 ---
will not make any claims against each others in relation to the breach of contract; in the case of (b)
(being six out of such nine projects) we had received written confirmations from the relevant local
governments and/or management committees which confirmed, among others, there is no breach of
contract or other circumstances under which we may be held liable for breach of contract nor is
there any withdrawal by the counterparty of any subsidies to our Group or subsidiaries or there is
no failure to fulfil obligations under the agreements or they will not make any claims in relation to
the breaches against our Group, hence the likelihood for the relevant local governments and/or
management committees commencing legal proceedings against our Group is very low; and in the
case of (c) (being one out of such nine projects) since our Group and the relevant local government
and/or management committee failed to reach a consensus, there is a chance that the relevant local
government and/or management committee may commence legal proceedings against our Group for
breach of contract. As advised by the PRC Litigation Legal Adviser, notwithstanding that the
counterparties had not commenced any legal actions against our Group as of the Latest Practicable
Date, save as the aforementioned case (a), our Group is subject to potential liabilities of breach of
the relevant agreements, and the maximum amounts and liabilities that may be claimed by the local
governments and/or management committees against our Group are the return of the relevant
government grants and leasing concessions under the relevant agreements, which amounted to
government grants of RMB118.5 million and leasing concessions of RMB7.3 million. As over 90%
of the government grants received by our Group under the aforementioned agreements in relation
to the relevant government cooperation projects had already been recognized as other payables and
accruals in the consolidated audited accounts of our Group as of December 31, 2020, 2021 or 2022
and June 30, 2023, and the leasing concessions received by our Group under the aforementioned
agreements in relation to the relevant government cooperation projects are immaterial for which no
provisions were made, our Directors consider that the breaches of these agreements will not have
any material adverse legal and financial impact on our Group; and (ii) for those government
cooperation projects (being six out of the 15 projects mentioned above) which our Group has not
received any subsidy at all, as advised by the PRC Litigation Legal Adviser, as neither party to the
agreements of such government cooperation projects has made any progress or met its obligations
under the terms of the agreements in relation to the relevant government cooperation projects, the
likelihood for the local governments and management committees commencing legal proceedings
against our Group for breach of contract is very low. According to the PRC Litigation Legal
Adviser, if any such local governments and/or management committees do commence legal
proceedings against our Group for breach of contract, their chances of a successful monetary claim
are very low since the relevant local governments and/or management committees have no
calculable economic loss or the economic loss is immaterial. As such, our Directors consider the
breaches of these agreements will not have any material adverse legal and financial impact on our
Group.
As of the Latest Practicable Date, in relation to those agreements which have not been terminated,
the relevant local governments and management committees have not demanded us to return the
subsidies we received. In the event that our Group suffers damages as a result of breaches of any
of the aforementioned agreements in relation to government cooperation projects, to the extent such
damages suffered by our Group had not been recorded as other payables and accruals in the
consolidated audited accounts of our Group or the audited accounts of any of the members of our
Group for December 31, 2020, 2021 or 2022 or June 30, 2023, Mr. Zhou Jian has irrecoverably
agreed to indemnify our Group for any liabilities and/or compensation which may arise from any
such damages incurred by our Group from breaches of agreements in relation to such government
cooperation projects.
BUSINESS
– 359 –


--- page 369 ---
LICENSES, PERMITS AND APPROV ALS
As advised by our PRC Legal Adviser, during the Track Record Period and up to the Latest
Practicable Date, we had obtained all material certificates, licenses, approvals and permits from
relevant authorities for our operations in all material respects. We are required to renew such
certificates, licenses, approvals and permits from time to time or to obtain new certificates, licenses,
approvals and permits as we will continuously develop, produce and sale new products, and we do
not expect any material difficulties in such renewals so long as we comply with the applicable
requirements and conditions set by the relevant laws and regulations. The following table sets forth
a list of our material licenses and permits for our operation:
No. License/permit Holder Name of License, Permit Issuing Authority
Term of
validity/
Registration
(issuing) date
1/H1100/H1100Our Company Registration Certificate of Customs
Declaration Entity ( ऎᗫజᗫఊЗൗ̅೮
ࣣ)
Shenzhen Customs 2015.07.23
2/H1100/H1100Our Company Operating License of Publication
(຾ᐄ஢̙ᗇ)
Shenzhen Nanshan District
Press and Publication Bureau
(҅)
2018.10.22 —
2023.12.31
(Note)
3/H1100/H1100Our Company Record Certificate for II Medical
Devices Operation ( ୋɚᗳᔼᐕኜ૛຾ᐄ
ኯᗇ)
Shenzhen Administration for
Market Regulation ( ଉέ̹̹
ఙ္ຖ၍ଣ҅)
2020.03.03
4/H1100/H1100Shanghai UBJ Education
Technology Co., Ltd.* ( ɪ
ʮ
̡) (Shanghai UBJ)
Operating License of Publication (و
຾ᐄ஢̙ᗇ)
Shanghai Press and
Publication Bureau ( ɪऎ̹อ
҅)
2021.04.07 —
2024.03.31
5/H1100/H1100Shanghai UBJ High-tech Enterprise Certificate ( ৷อҦ
ࣣ)
Science and Technology
Commission of Shanghai
Municipality (ኪҦஔ
ึ), Shanghai Municipal
Finance Bureau (݁
҅) and Shanghai Municipal
Office of the State
Administration of Taxation
(೼ਕ҅ɪऎ̹೼ਕ҅)
2021.11.18 —
2024.11.18
6/H1100/H1100Our Company High-tech Enterprise Certificate
(ࣣ)
Shenzhen Science and
Technology Innovation
Commission (Ҧ௴อ
ึ), Shenzhen Finance
Bureau (҅) and
Shenzhen Provincial Office of
the State Administration of
Taxation (೼ਕ҅ଉέ̹೼
ਕ҅)
2021.12.23 —
2024.12.23
Note: We have applied to the Shenzhen Nanshan District Press and Publication Bureau (҅) for the
renewal of the Operating License of Publication (຾ᐄ஢̙ᗇ). To the best of our Directors’ knowledge, there
should not be any legal or other impediment for the renewal of this license.
RISK MANAGEMENT AND INTERNAL CONTROL
Our Board is responsible for the overall effectiveness of our risk management and establishing our
internal control system and reviewing its effectiveness. We have established and we maintain risk
management and internal control systems consisting of policies and procedures that are appropriate
for our business operations, and we are dedicated to continuously improving and implementing
these systems to ensure our policies and implementation are effective and sufficient.
BUSINESS
– 360 –


--- page 370 ---
Other than the enhanced internal control measures that we adopt to address and prevent the
recurrence of non-compliance incidents in relation to leased properties, construction, social
insurance and housing provident funds as disclosed in “Non-compliance matters — Enhanced
internal control measures”, we have also adopted and implemented comprehensive risk management
policies in various aspects of our business operations such as financial reporting, information
system, compliance and intellectual property, human resources and investment management.
In preparation for the Listing, we have engaged an independent third party consultant (the “ Internal
Control Consultant ”) to perform a review over selected areas of our internal controls over
financial reporting in October 2022 (the “ Internal Control Review ”). The scope of the Internal
Control Review performed by the Internal Control Consultant was agreed between us and the
Internal Control Consultant. The selected areas of our internal controls over financial reporting that
were reviewed by the Internal Control Consultant included entity-level controls and business
process level controls, including (1) Sales, accounts receivable and collection; (2) Procurement,
accounts payable and payment; (3) Inventory managements; (4) Production and costing; (5)
Research and Development; (6) Human resource and payroll; (7) Fixed assets and construction
management; (8) Cash and treasury management; (9) Insurance; (10) Financial reporting and
disclosure controls; (11) Taxes; (12) Intangible assets and intellectual properties; (13) IT General
Controls; (14) Contract management.
The Internal Control Consultant performed the follow-up reviews in December 2022 to January
2023 to review the status of the management actions taken by us to address the findings of the
Internal Control Review (the “ Follow-up Review ”). The Internal Control Consultant did not have
any further recommendation in the Follow-up Review.
The Internal Controls Review and the Follow-up Review were conducted based on information
provided by the Group and no assurance or opinion on internal controls was expressed by the
Internal Control Consultant.
Having considered the report prepared by our Internal Control Consultant, the Directors confirmed
that all of the major recommendations provided by the Internal Control Consultant have been
followed and corrective actions were taken accordingly to address our internal control deficiencies
and weaknesses. Our Directors are of the view that our enhanced internal control measures are
adequate and effective to ensure compliance with relevant laws and regulations going forward.
Financial Reporting Risk Management
Our finance department is responsible for overseeing the financial reporting risk management of our
Group. We have in place a series of accounting policies in connection with our financial reporting
risk management, such as financial report management policies, budget management policies,
financial statements preparation policies and financial department and staff management policies.
We have various procedures in place to implement accounting policies, and our financial
department reviews our management accounts based on such procedures. We also provide regular
training to our financial department staff to ensure that they understand our accounting policies.
Data Privacy and Security Risk Management
We have formulated IT security-related policies and management procedures in order to establish
clear procedures in relation to IT-related aspects of our operations such as the operation and
maintenance of our information system, personal information security management and network
and database management.
We also collect certain types of data which may be considered as personal information under the
applicable laws and regulations. We believe that appropriate collection, storage and protection of
end user data is critical to our success. As such, we have implemented relevant internal procedures
and policies to ensure our IT infrastructure is secure enough to protect the end user data and avoid
unauthorized leakage or loss of such data.
BUSINESS
– 361 –


--- page 371 ---
During the Track Record Period and up to the Latest Practicable Date, we did not experience any
material system failure in our IT infrastructure, or any material leakage or loss of end user data. See
“Data Privacy and Security” above for further details.
Our IT department is responsible for ensuring the security of our IT infrastructure and our data
compliance joint work group is responsible for ensuring that the collection and protection of end
user data are in compliance with our internal rules and the applicable laws and regulations.
Compliance and intellectual property rights risk management
We have designed and adopted strict internal procedures to ensure the compliance of our business
operations with the relevant laws and regulations, as well as the protection of our intellectual
property rights. In accordance with these procedures, our legal department is responsible for
providing legal advice in relation to contracts we enter into with our customers and suppliers. Our
legal department also works with our business department and examines the contract terms and
reviews all relevant documents for our business operations, including licenses and permits obtained
by the counterparties or us to perform contractual obligations and all the necessary underlying due
diligence materials, before we enter into any contract or business arrangements.
We also have maintained detailed internal procedures to ensure that our legal department reviews
our products and services, including upgrades to existing products, for regulatory compliance
purpose before they are released to the public. Our legal department, business department and
internal control department are also responsible for obtaining all the governmental approvals,
permits and licenses for our business operations, including preparing and filing all necessary
documents with relevant government authorities within the prescribed regulatory timelines, whereas
our intellectual property department is responsible for making all necessary applications, renewals
or filings for trademark, copyright and patent registration to the relevant authorities in time.
During the Track Record Period and up to the Latest Practicable Date, certain incidents of
non-compliance with the PRC applicable laws and regulations relating to (1) our leased properties
in the PRC; (2) our owned properties in the PRC; and (3) social insurance and housing provident
fund contributions have occurred. In order to address, minimize and prevent the recurrence of such
incidents of non-compliance, we have also enhanced our internal control measures accordingly. See
“Non-compliance Matters” above for further details.
Human resource risk management
We invest in continuing education and training programs, including regular and tailor-made internal
and external training, for our employees in different departments. Through these trainings arranged
by our human resources department, we ensure that skill sets of our employees are updated
constantly. We maintain strict standard in recruiting to ensure that the quality of the new hires and
we conduct periodic performance reviews for all our employees.
We have in place an employee handbook approved by our management and distributed to all our
employees, which contains internal rules and guidelines regarding best commercial practice,
confidentiality, work ethics, fraud prevention mechanism, negligence and corruption.
We also have in place an anti-corruption policy to safeguard against any corruption within our
Company. The policy explains potential corruption conducts and our anti-corruption measures. Our
internal reporting channel is kept open and available for our staff to report any corruption acts on
an anonymous basis. Our business, finance, legal and internal control departments are responsible
for overseeing the implementation of the anti-corruption policy and investigating the reported
incidents in order to take appropriate measures.
BUSINESS
– 362 –


--- page 372 ---
BUSINESS ACTIVITIES IN RESPECT OF COUNTRIES WITH INTERNATIONAL
SANCTIONS EXPOSURE
During the Track Record Period, we sold consumer-level robots and other hardware devices to
customers located in Belarus, Egypt, Hong Kong, Iraq, Russia, Serbia, Turkey and Ukraine
(excluding Crimea, Luhansk, Donetsk, Zaporizhzhia and Kherson regions) and purchased certain
promotional service from a service provider in Turkey. All of these countries are subject to certain
forms of International Sanctions programmes administered by the Relevant Sanctions Authorities.
In particular, as advised by our International Sanctions Legal Advisers, Russia has been subject to
sweeping sanctions by the Western countries since its military aggressions in Ukraine in February
2022. In addition, Belarus has also been subject to various sanctions measures imposed by many
Western countries due to human rights violations, public corruption and its active support of
Russia’s military aggression in Ukraine. We did not sell any products to the Crimea, Luhansk,
Donetsk, Zaporizhzhia and Kherson regions of Ukraine during the Track Record Period. As such,
even though these regions are currently subject to various sanctions measures due to their
annexation to Russia, they are not relevant to our sanctions risks assessment and thus are being
excluded from the Relevant Countries. With respect to Ukraine, we have had business dealing with
a customer located in Kyiv, Ukraine, during the Track Record Period. According to our International
Sanctions Legal Advisers, there are certain forms of sanctions measures related to Ukraine.
Therefore, Ukraine is included in “Relevant Countries” for the purposes of assessing our sanctions
risks.
To the best knowledge of our Directors, for FY2020, FY2021, FY2022 and 6M2023, our revenue
derived from the sales to the Relevant Countries amounted to approximately RMB2.99 million,
RMB5.13 million, RMB13.20 million and RMB3.00 million, respectively, representing
approximately 0.40%, 0.63%, 1.31% and 1.15% of our total revenue for the same periods,
respectively.
Our sales to Russia are mostly AiRROBO vacuum cleaner and accessories, and Jimu series used in
family education, STEAM training and competition settings. Our revenue generated from the sales
to customers located in Russia amounted to RMB0.81 million, RMB1.88 million, RMB3.06 million
and RMB2.42 million, representing approximately 0.11%, 0.23%, 0.30% and 0.93% of our total
revenue for FY2020, FY2021, FY2022 and 6M2023, respectively. We only recorded a negligible
amount of revenue from sales to Belarus customers in FY2021 and did not have any sales to Belarus
in FY2020, FY2022 and 6M2023. In addition, we paid a very small amount of fee (i.e.,
approximately RMB20,000) for certain promotional services rendered to us by a Turkey service
provider in FY2021, representing no more than 0.01% of the selling and marketing expenses of the
Group in 2021. Other than such fee paid in 2021, there was no other transaction with this Turkey
service provider during the Track Record Period, and we have ceased business dealings with this
service provider since the end of FY2021.
Our sales to Russia during the Track Record Period were carried out both through online sales via
self-operated stores on third-party e-commerce platforms and offline sales to six customers (who
resell our products to end users in Russia). In respect of online sales to Russia during the Track
Record Period, a substantial portion was made through a platform operated by a PRC company,
while an insignificant portion was made through a platform operated by a Latvian company. The
payments for these online sales are conducted through online payment systems designated by the
platforms. The PRC company has its own payment platform system and since January 2023, our
sales made through this PRC platform are all settled in RMB. The payments from the Latvian
company are conducted via a U.S. financial services provider and we ceased the business dealing
with the Latvian platform since January 2023. With respect to Russian offline sales, starting from
March 2022 and as of the Latest Practicable Date, such payments have either been switched to RMB
or made in USD from the accounts of non-sanctioned banks of the Russian customers or their
designated paying agents.
BUSINESS
– 363 –


--- page 373 ---
In order to ensure timely delivery, the PRC online platform requires us to engage a logistic service
provider (“ Service Provider ”) to transport relevant products to Russia. The Service Provider is a
PRC supply chain management company unaffiliated with us. The Service Provider is responsible
for cross border transportation of the goods to Russia and the associated customs clearance and
declaration, as well as storage service of the goods in Russia. We are responsible for packing the
goods and transporting them to the Service Provider in the PRC. The Service Provider subsequently
(i) verifies the quantity of the goods before accepting them, (ii) transfers the goods from the PRC
to Russia, and (iii) stores the goods in Russia before they are delivered to purchasers in Russia. The
PRC platform itself is responsible for domestic delivery of our products to purchasers in Russia. In
terms of offline sales to customers in Russia, we normally transport the goods to carriers in China
and have practically no relationship with Russian local logistics or other providers.
As part of our sanctions and export control compliance measures, during any new customers, new
suppliers and new service providers onboarding process, we typically create profile of these new
entities, and carry out screening of such entities against the various sanctions and export control
lists maintained by the OFAC and BIS. Such screenings are first conducted by the relevant business
team, and then the legal and compliance team will perform a second check. Only after it is
confirmed that the entity is not from a Comprehensively Sanctions Country, nor on the BIS Lists
or the SDN List, will the entity be cleared to have business with our Group.
International Sanctions Law Analysis
Application of U.S. Economic Sanctions Law to Our Relevant Activities
Our International Sanctions Legal Advisers have advised us that, based on the due diligence
procedures that have been carried out to assess the sanctions risk, as well as the factors set out
below, (i) none of our Group nor any of our counterparty customers, suppliers or service providers
during the Track Record Period and up to the Latest Practicable Date was a Sanctioned Target listed
on the SDN List or other restricted parties lists maintained by OFAC; and (ii) our Group’s business
dealings with our counterparty customers and service providers during the Track Record Period and
up to the Latest Practicable Date did not constitute Primary Sanctioned Activities or give rise to
Secondary Sanctionable Activities:
1. our Company is incorporated in the PRC, and except for a few subsidiaries incorporated in
Hong Kong and the U.S., all of our subsidiaries are incorporated in the PRC; thus, none of our
group companies are located, incorporated, organized, or domiciled in the Sanctioned
Countries or Relevant Countries;
2. neither of our Company nor any of our subsidiaries is designated as a Sanctioned Target;
3. we have conducted screening as part of our shareholder admitting process to ensure none of
our shareholders is located in Sanctioned Countries or is on the SDN List or other restricted
parties lists maintained by OFAC;
4. none of the Directors or senior management of our Company are U.S. Persons;
5. our Company is not owned 50% or more, or controlled by one or more U.S. Persons;
6. although our U.S. subsidiaries have employed U.S. Persons, none of these U.S. employees
have been involved in any way (either directly or indirectly) in any sales of our products to
the Relevant Countries (including the negotiation, approval or on-going performance of these
sales); in addition, no financing or financial assistance has been received by our Group, either
directly or indirectly, from any entity, body or corporation incorporated or located in the U.S.
(except for indirect minority equity investment in our Company);
7. we have conducted screening as part of our new customers, new suppliers and new service
providers onboarding process to ensure, which is confirmed by our International Sanctions
Legal Advisers, that none of our counterparties in relation to sales to the Relevant Countries
(including the paying agents designated by the customers and banks involved for the Russian
offline sales, and the two platform operators and the online payment system operators for the
Russian online sales) are on the SDN List or other restricted parties lists maintained by OFAC;
BUSINESS
– 364 –


--- page 374 ---
8. in respect of the Russian sales, since March 2022 when Russia started to be subject to
sweeping sanctions imposed by the U.S. and as of the Latest Practicable Date, the payments
of such sales have either been switched to RMB or made in USD from non-Russian financial
service providers or from the accounts of non-sanctioned banks of the Russian counterparties
and their designated paying agents, and thus such sales did not give rise to a U.S. Primary
Sanctioned Activity;
9. our business activities with the Relevant Countries during the Track Record Period are in low
volume as revenue from customers in the Relevant Countries was no more than 1.31% of our
total revenue in each year, in particular, with respect to Russian sales, each transaction is in
low value with sales amount ranging from USD0.13 to no more than USD394 for online sales,
and USD140 to no more than USD157,329 for offline sales. Therefore, such transactions are
unlikely to rise to the level of “significant” or “material” for purpose of relevant U.S.
secondary sanctions regimes, and, thus, should not amount to a Secondary Sanctionable
Activity; and
10. we generally deliver our goods to carriers in China in respect of our transactions with
customers in the Relevant Countries and we do not have direct involvement with shipping
arrangement, warehousing maintenance, goods delivery, insurance or other operations in the
Relevant Countries which may give rise to a Secondary Sanctionable Activity.
Application of U.S. Export Controls Rules to Our Business
The BIS controls exports, re-exports and transfers (in-country) of commercial and dual-use
products, software and technology. U.S. export controls measures are implemented by the United
States Export Administration Regulations (the “ EAR”). The EAR applies to exports of
commodities, software and technology from the U.S. to foreign countries, to re-exports from one
foreign country to another, and to in-country transfer from one person to another person that occurs
outside the United States within a single foreign country.
We are committed to high standard of export control compliance:
1. On 30 December 2019, our board of directors has reviewed and unanimously passed the
“Proposal on the Statement and Commitment of the Company’s Board of Directors to Support
Compliance of the Company”. Our chairman of the Board, Mr. Zhou, has signed the
Management Commitment Statement of Export Control Compliance dated 25 February 2021.
In the above-mentioned Proposal and the Statement, our management undertakes to abide by
all relevant export control laws and regulations in connection with our business activities and
establish and implement export control compliance mechanism based on the “full control
principle”;
2. We have also established the Export Control Compliance Rules. When we purchase items
(including services) from suppliers and service providers, we will create an internal profile for
each supplier and and service provider collect the information of the supplier and service
provider (such as incorporation certificate, qualification, financial information of the supplier
and service provider) and items (such as whether the items are export controlled items, and
if so, the ECCN codes of the items, and the actual and potential usage of the items);
3. Before any purchase transaction, according to our internal Export Control Compliance Rules,
the suppliers and service providers should be screened against various OFAC sanctions lists
and BIS Lists. The purchasing department shall further check the proposed purchase items
against (i) the Catalogue of Dual-use Items and Technologies Subject to the Administration of
Import and Export Licenses jointly issued by the PRC Ministry of Commerce and the PRC
General Administration of Customs and (ii) the Commerce Control List issued by the BIS. If
the purchased items are subject to export control, the suppliers will be required to execute an
export control compliance confirmation letter which includes confirmation of ECCN codes
and provide export licenses of the items if applicable or confirmation from the supplier that
the sales of the items will not violate U.S. export control regulations.
BUSINESS
– 365 –


--- page 375 ---
Under the robust compliance measures we have adopted and implemented, our Group does not: (i)
import technology, software, parts or components that are subject to EAR export control directly
from the United States into the PRC; (ii) sell our products to customers on the BIS Lists;
(iii) incorporate 10% or more controlled U.S.-origin technology, software, parts or components into
our products, or (iv) sell a direct product of U.S.-origin technology or software classified under any
ECCN on the CCL (or produced by a plant or “major component” of a plant that is itself a direct
product of such U.S. technologies and software). In addition, none of our products are sold to
military end-users or are intended for military use. All of our Group’s manufacturing facilities are
located in the PRC and all of our Group’s products are manufactured in the PRC. Therefore, our
International Sanctions Legal Advisers have advised us that our business activities and sales in
China and our sales to the Relevant Countries during the Track Record Period and up to the Latest
Practicable Date are not subject to material risk in respect of U.S. export/re-export controls.
Application of Sanctions Laws and Export Control Rules of other Relevant Sanctions Authorities
to Our Relevant Activities
Our Company is incorporated in the PRC; except with a few subsidiaries incorporated in Hong
Kong and the U.S., all of our subsidiaries are incorporated in the PRC. Therefore, neither our
Company nor any of our subsidiaries are incorporated in the E.U., U.K. and Australia. In addition,
none of our Directors and senior management is nationals of the E.U., U.K.. and Australia. Our
International Sanctions Legal Advisers have therefore advised us that E.U. U.K. and Australian
sanctions do not apply to our Group due to lack of jurisdiction.
In addition, none of our counterparties from the Relevant Countries is listed as designated persons
or entities in the sanctions list of the U.N., E.U., U.K. or Australia. Further, our business activities
in the Relevant Countries are limited to sale of consumer-level robots and other hardware devices
for household and educational use and purchase of promotional service, which do not involve
export-controlled products. We also do not directly import any products, technology, software, part
or components from the E.U., U.K. or Australia. Therefore, our International Sanctions Legal
Advisers have advised us that, our activities with the Relevant Countries during the Track Record
Period and up to the Latest Practicable Date did not implicate the prohibitions or wider restrictions
under International Sanctions measures administered and enforced by the E.U., U.K., U.N. and
Australia.
Analysis Conclusion
In summary, our International Sanctions Legal Advisers have advised us that, the Relevant
Activities of our Group during the Track Record Period and up to the Latest Practicable Date did
not result in and are not subject to any material sanctions risk to the Relevant Persons in respect
of the International Sanctions of the U.S., E.U., U.K., U.N. and Australia.
In respect of our sales to Russia during the Track Record Period, as advised by our International
Sanctions Legal Advisers, Russia is not a Comprehensively Sanctioned Country as at the Latest
Practicable Date. The sales of our consumer-level robots and other hardware devices to Russia
during the Track Record Period, subject to the strict compliance with our internal control measures
regarding International Sanctions, do not implicate violations of International Sanctions. Therefore,
while we do not intend to increase the levels of our business dealings in respect of the Relevant
Countries, ensuring our continued compliance with our internal control measures regarding
International Sanctions, we would still be able to conduct business with the Relevant Countries,
including Russia in spite of (but in compliance with) the recent International Sanctions on Russia
as a result of the war in Ukraine. Even if the complete cessation of business with Russia is required
in the future to comply with International Sanctions, given the immaterial transaction amount to
Russia, our Directors are of the view that any such cessation will not have any material impact on
our Group’s financial position and business operations.
BUSINESS
– 366 –


--- page 376 ---
Sanctions and Export Control Compliance Measures
We will continue to implement our internal control measures with respect to sanctions and export
control which were established prior to or during the Track Record Period:
 Continue to commit to a compliance culture and continue to adhere to the principle set out
under the Management Commitment Statement of Export Control Compliance;
 In respect of governance structure, we have established a compliance committee and a
compliance center on 15 July 2020. The center consists of one director and four staff members
from our compliance and internal audit departments. The team of the compliance center
possesses professional knowledge and experience regarding sanctions and export control
compliance. According to our internal Export Control Compliance Rules, relevant business
departments and the compliance team are both responsible for monitoring our exposure to
sanctions and export control risks. The relevant business departments should conduct the first
round of screening when onboarding the potential counterparties, and the compliance center
will inspect the business dealings again later;
 We will continue to evaluate the sanctions and export control risks prior to determining
whether we should embark on any business and investment opportunities subject to
International Sanctions and Export Control risks.
o In particular, we will continue to review the information of the customers and set up an
internal profile for each customer. The relevant business team and the compliance center
will screen the customer against the various lists of restricted parties and countries
maintained by the United States. No purchase order would be accepted and no product
delivery will proceed unless and until the checking is cleared;
o Similarly, when we purchase items or procure services from suppliers and service
providers, we will continue to adhere to the supplier and service provider onboarding
process and the internal Export Control Compliance Rules as described above; and
o Before any new investor becomes the shareholder of the Company, we review and
evaluate the sanctions risks of such new shareholders and their beneficial owners by
screening them against various sanctions lists;
 Including compliance clauses in contracts with our customers, suppliers and service providers
or request a separate commitment letter from them.
o We request customers to undertake that (i) any export, re-export, sale or transfer to a
third party is carried out in compliance with applicable export control laws and
regulations; (ii) products will not be exported, re-exported, sold or transferred directly
or indirectly, to any embargoed or sanctioned countries or regions; (iii) products shall
not be used in prohibition activities and should be used for civil end-users and purposes;
and
o We request suppliers and service providers to undertake that (i) they will comply with
all applicable sanctions and export control laws and regulations; (ii) the purchased
products are currently not subject to export control restrictions, and (iii) the suppliers
shall give timely notice to us if the purchased products may become subject to any
sanctions or export control and shall assist us to obtain export licenses or other required
qualifications;
 Our compliance center regularly collects updates of recent legal development in the fields of
International Sanctions and export control from public information in order to have an
intimate knowledge of changes in relevant rules and policies, assist our management with our
business decision and prevent relevant compliance risks;
 The compliance and legal departments are tasked to organize multi-level and all-round
training lessons for each of our managements and employees to enhance their relevant
knowledge. For example, there are training lessons targeting executives, new employees,
staffs in the purchasing department, the sales department, the functional department and the
research and development department. These training lessons are designed to ensure (i)
awareness of sanctions risk, (ii) timely and effective identification of actual and potential
BUSINESS
– 367 –


--- page 377 ---
violations of sanctions and periodic sanctions alerts; and (iii) timely reporting of such
sanctions violations and, in case of a major escalation of sanctions which might affect our
business operations, timely reporting of such sanctions escalation to our management;
 We also have an internal daily learning platform from which the managements and employees
can learn the latest news and updates of laws and regulations regarding sanctions and export
control; and
 According to our internal Export Control Compliance Rules, we will assess employee’s
compliance of export control and the assessment will be taken into account for staff evaluation
and promotion.
In addition, we have adopted the following enhanced internal control and risk management
measures to minimise sanctions risks which may arise from our continuous overseas sales to the
Relevant Countries:
 We have conducted periodic refreshed screening of existing customers, suppliers and service
providers from high-risk countries or regions;
 We have screened counterparties against the various lists of restricted parties and countries
maintained by the European Union, the United Nations or Australia (in addition to the U.S.),
including, without limitation, any government, individual or entity that is the subject of any
sanctions and export control of which the lists are publicly available; and
 We have included sanctions compliance clause in sales contracts and purchase orders with the
counterparties, requesting them to undertake: (i) to comply with all sanctions imposed by the
U.S., the E.U., the U.N., the U.K., Australia and other economic sanctions applicable to them
or our operations; (ii) not to sell, distribute or deliver our products to any Sanctioned Target,
and (iii) not to take any actions which could cause them or any of our companies/individuals
to violate any applicable sanctions.
In order to further minimise our International Sanctions risks that may arise from our business
dealings with counterparties in overseas countries and protect the interest of our Group and our
Shareholders, we plan to adopt the following enhanced internal control and risk management
measures:
 identifying key employees, senior management and Board members with overseas nationality
to advise them of their potential International Sanctions implications under their national
sanctions regimes;
 carrying out additional due diligence on counterparties that are from countries or regions with
relatively high sanctions risk to confirm that they are not owned or controlled as to 50% or
more by persons who are on the SDN List or listed as the subject of any sanctions by the
Relevant Jurisdictions.
 our Directors will continuously monitor the proceeds we receive from the Global Offering, as
well as any other funds raised through the Stock Exchange, to ensure that such funds will not
be used to finance or facilitate, directly or indirectly, activities or business with, or for the
benefit of, Sanctioned Countries or Sanctioned Targets where this would be in breach of
International Sanctions.
View of the Internal Control Consultant
The Internal Control Consultant has obtained and examined the Group’s internal policies in relation
to export control compliance and customer/supplier background search, as well as samples of
relevant internal control measures. The Internal Control Consultant is of the view that, the Group’s
internal control measures are in line with the internal policies, and the Internal Control Consultant
did not have any further recommendation in the Internal Control Review.
BUSINESS
– 368 –


--- page 378 ---
BUSINESS SUSTAINABILITY AND MEASURES TO ACHIEVE PROFITABILITY
FY2020 FY2021 FY2022 6M2022 6M2023
(Unaudited)
Revenue (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100740,226 817,230 1,008,272 283,523 261,139
Gross profit margin (%)(1) /H1100/H110044.7 31.3 29.2 13.7 20.2
Net margin (%)(2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(95.5) (112.3) (97.9) (181.7) (209.8)
Notes:
(1) Gross profit margin equals to gross profit for the year/period divided by revenue for the year/period and multiplied
by 100%.
(2) Net margin equals net loss for the year/period divided by revenue for the year/period and multiplied by 100%.
Revenue growth
During the Track Record Period, we generated revenue primarily from the sales of (i) education
smart robotic products and services, (ii) logistic smart robotic products and services, (iii) general
service smart robotic products and services, and (iv) consumer-level robots and other hardware
devices. Our revenue increased from RMB740.2 million to RMB817.2 million between FY2020 and
FY2021, from RMB817.2 million to RMB1,008.3 million between FY2021 and FY2022. Our
revenue decreased from RMB283.5 million to RMB261.1 million between 6M2022 and 6M2023.
The majority of our revenue generated during the Track Record Period was derived from the sales
of education smart robotic products and services, which accounted for 82.7%, 56.5%, 51.2%, 62.8%
and 29.0% of our total revenue for FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively.
Net-loss
Despite our growth in revenue, we experienced net-loss during the Track Record Period. For
FY2020, FY2021, FY2022, 6M2022 and 6M2023, we incurred net losses of RMB707.0 million,
RMB917.5 million, RMB987.4 million, RMB515.2 million and RMB547.9 million, respectively.
The net losses were primarily due to the decrease in gross profit margin during the Track Record
Period and the substantial expenditures in relation to (i) our R&D expenses, primarily comprised
of employee benefit expenses for our R&D staff, to enhance our core technologies and product and
service offerings to maintain our established position in the smart service robotic products and
services market, see “Research and Development” above for details on our R&D philosophy,
capabilities and achievements; (ii) our selling and marketing expenses, primarily consisting of
employee benefit expenses for sales staff and advertising and promotion expenses, incurred to
enhance our brand reputation and expand our customer and end-user base, and (iii) our general and
administrative expenses which are mainly attributable to employee benefit expenses for our
administrative staff and depreciation for our right-of-use assets and property, plant and equipment
and amortization of intangible assets. In particular, as a percentage of our total revenue, our R&D
expenses accounted for approximately 57.9%, 63.3%, 42.5%, 72.3% and 85.9% of our total revenue
in FY2020, FY2021, FY2022, 6M2022 and 6M2023, and we expect to maintain a relatively high
level of R&D expenses in the future to enhance our R&D capabilities and robotic and AI
technologies for our products and services. For FY2020, FY2021, FY2022, 6M2022 and 6M2023,
the total employment benefit expenses in relation to our R&D, selling and marketing and general
and administrative staffs amounted to RMB674.1 million, RMB866.2 million, RMB828.0 million,
RMB420.5 million and RMB447.2 million, respectively.
According to Frost & Sullivan, since it is estimated that AI technologies will become increasingly
common in smart service robotic products and services by introducing flexibility and learning
capabilities to more applications, with the full potential of the smart service robotic products and
services market yet to be realized, there is an increasing demand for smarter smart service robotic
products and services offerings, which will continue to contribute to the increasing popularity and
market size of the smart service robotic products and services market in China and the world. As
such, we believe that continual investments in R&D in relation to AI technologies is necessary to
improve the functionalities and performance of smart service robots to achieve sufficient
BUSINESS
– 369 –


--- page 379 ---
human-resemblance to meet customer demands and preferences, and commercialization of core
technologies utilized in humanoid robots throughout various stages in the R&D process will enable
us to reap financial and reputational benefits from our R&D efforts while reinforcing our position
as a humanoid robots provider.
As such, in addition to seeking to optimize our operational efficiency by reducing our expenses, we
have also been focused on enhancing our R&D capabilities and robotic and AI technologies to
enhance the quality of our products and services offerings and expand our customer and end-user
bases.
Operating net cash outflow
We experienced net cash outflows from operating activities during the Track Record Period. For
FY2020, FY2021, FY2022, 6M2022 and 6M2023, we had net cash used in operating activities of
RMB602.6 million, RMB680.7 million, RMB543.5 million, RMB115.1 million and RMB526.5
million, respectively, including R&D expenses, selling and marketing expenses, general and
administrative expenses to develop and promote our new products and services. Given the nature
of our industry, we have been and intend to continue investing heavily on our R&D efforts which
we believe are critical to our long-term success. As such, we expect to continue to have net cash
outflows from operating activities in the near future. We anticipate that we will only become
profitable when we can obtain sufficient purchase orders and expand our sales to take advantage of
economies of scale.
Measures to achieve profitability
In order to maintain our established position in the smart service robotic products and services
market and achieve profitability, we intend to enhance our financial performance by (i)
continuously growing our revenue and business scale through (a) enhancing the selection and
market presence of our smart service robotic products and services offerings, (b) commercializing
our products and services for application in new use scenarios of different sectors, (c) expanding
our sales network and market penetration; and (ii) effectively managing our cost and expenses.
Despite our continued efforts to increase our business scale, create value for our customers and
end-users and effectively manage our cost and expenses, we may continue to incur net losses in the
near future including the financial year ending December 31, 2023, primarily due to our substantial
expenditures in relation to our R&D expenses, selling and marketing expenses and general
administrative expenses.
(i) Continuously growing our revenue and business scale
Throughout our R&D process of developing core technologies to improve the functionalities and
performance of smart service robots to achieve sufficient human-resemblance to meet customer
demands and preferences, we have commercialized such core technologies to new use scenarios in
order to enhance our revenue generated from the products and services from and business scale of
our existing business segments.
(a) Enhancing the selection and market presence of our smart service robotic products and
services offerings
According to Frost & Sullivan, the market size of smart service robotic products and services
globally and in China reached USD23.5 billion and RMB51.6 billion in 2022, respectively, growing
at a CAGR of 19.8% and 27.9% between 2018 and 2022, whereas the market size of smart service
robotic products and services globally and in China are expected to reach US$62.8 billion and
RMB183.2 billion in 2028, respectively, growing at a CAGR of 17.8% and 23.5%, respectively. As
such, we believe that there is sufficient market demand for smart service robotic products and
services and we intend to enhance the selection and market presence of our smart service robotic
products and services offerings by developing and launching new and upgraded smart service
robotic products and services and implementing effective marketing initiatives, details of which are
as follows.
BUSINESS
– 370 –


--- page 380 ---
Education smart robotic products and services
In order to enhance the selection of our smart service robotic products and services in the education
sector, we intend to invest in the R&D in our education smart robotic products and services with
a view to maintaining our leading position in the education smart robotic products and services
industry and expand the application of humanoid robots in this sector. As supported by Frost &
Sullivan, we are of the view that our education smart robotic products and services are capable of
satisfying market demand of government education bureaus, business enterprises and schools as
they are designed for the purpose of facilitating the teaching of AI education, which is the subject
matter that the relevant government policies are seeking to promote. According to Frost & Sullivan,
the current AI educational curriculum in the PRC is still in its infancy and the majority of education
smart robotic products and services offerings in the market only consist of hardware tools and lack
the necessary AI education software, tools and teaching resources and practical application
scenarios for educational institutions to effectively implement an AI educational curriculum. In this
connection, our Directors believe that we are in a competitive position as we are China’s No. 1
provider of education smart robotic products and services (in terms of revenue in 2022) and are able
to offer comprehensive education smart robotic products and services to our customers by
combining our education smart robots and AI education software (such as uCod e — a graphical
block-based visual programming tool for students aged 7 to 14 years old; and uPython — a
programming tool for Python robot beginners) together with our ancillary services. As part of our
products and services offerings, we also provide teaching and learning resources such as textbooks,
teacher’s manuals and training modules as well as add-on components, expansion packs and
ancillary hardware that complement our education smart robotic products and enrich the use
scenarios of our education smart robotic products. This also allows schools to adjust the teaching
of AI education in accordance with their changing needs and policy requirements on an ongoing
basis. Our Directors also believe that we are able to capture future market demand because our
product portfolio has transformed from predominantly education smart robotic products and other
hardware accessories to a complete education smart robotic products and services offering which
consist of hardware (i.e. smart robotic products) and software (i.e. AI education platform, AI
education curriculums, AI education software tools, etc.) components, which can be constantly
upgraded and expanded to facilitate the teaching of different aspects of AI education, such as coding
through various programming languages, in a user-friendly, convenient and cost-efficient manner.
Examples of smart robotic products and services which we may develop and launch for our
education smart robotic products and services segment include, but are not limited to, (i) uSim (an
easy to use and accessible simulation creation platform), (ii) next generation education platform
(upgraded version to achieve digital teaching management to enhance teaching and learning
efficiency), (iii) uKit Explore 3 (upgrade with enhanced AI computational power and multimodal
configurations) and (iv) next generation humanoid robot for education (upgraded version with
increased AI and motor capabilities) in conjunction with our existing education smart robotic
products and services offerings to enhance accessibility to AI education and user experience of our
education smart robotic products and services. Our products and services are designed for students
to learn the basics of programming language through a user-friendly and visualized platform. In
particular, our uSim is designed to lower the entry barrier of AI education as it provides a simulation
creation platform for learners to apply their programming skills without purchasing physical
devices. See “Our Business Strategies — Further advance our R&D capabilities to enhance our core
technologies and products and services offerings — (ii) Our smart service robotic products and
services for application in different sectors — (a) Education smart robotic products and services”
above for details. We intend to sell such new and upgraded education smart robotic products and
services to (i) our existing customers and (ii) new PRC and overseas customers, which may include
government and non-government educational bureaus and SOEs.
Since government educational bureaus were our major customers during the Track Record Period,
we adopted multi-level marketing initiatives which we believe have brought us tender and business
opportunities and facilitated the building up of our reputation in the education sector and business
relationship with government educational bureaus. During the Track Record Period, we participated
in 17, 16, six and six educational events and exhibitions, and participated in 13, 46, 40 and 39
BUSINESS
– 371 –


--- page 381 ---
educational competitions. Our Directors consider that following the lifting of lockdown measures
in the PRC, we will be able to participate in more industry events, exhibitions and competitions to
enhance our exposure and reach out to more potential customers. See “Marketing — Multi-level
marketing initiatives in the education sector” for details. We believe that our continuing marketing
efforts will enable us to enhance our access to tender opportunities and put us in a competitive
market position and give us tender opportunities in order to enhance the market presence of our
education smart robotic products and services.
We generally source new education smart robotic products and services business through direct
engagement or tendering from new customers such as government educational bureaus based on
opportunities which we acquired through our marketing initiatives.
The following table shows the details of our tendering for education smart robotic products and
services projects during the Track Record Period:
FY2020 FY2021 FY2022 6M2023
Number of tenders submitted /H1100/H1100/H1100/H1100/H1100/H110013 23 12 2
Number of tenders awarded /H1100/H1100/H1100/H1100/H1100/H1100/H11001 1 2 062
Success rate (Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110084.6% 87.0% 50.0% 100.0%
Note: Tender success is calculated by dividing the number of tenders awarded in respect of the tenders submitted during
the stated financial year by the number of tenders submitted during the same financial year.
Government educational bureaus in the PRC in each province and/or city generally conduct tenders
at irregular intervals with no fixed or periodic schedule based on the government policies and the
relevant financial budget at different levels of the PRC Government in different provinces and/or
cities according to the experience of our Directors.
Based on our tender submissions during the Track Record Period, criteria and considerations
required or taken into account in the tenders by tenderees typically include (i) technical
specifications of the products and services offerings, (ii) pricing, (iii) ancillary services such as
after-sale services, technical support and staff training, (iv) product demonstration performance, (v)
accreditations and recognitions obtained from government authorities and international
authoritative certification organizations and (vi) past performance and experience in similar
education smart robotic products and services projects. In particular, our Directors are of the view
that we have historically performed well in relation to criteria (i) and (v) primarily because we can
offer comprehensive education smart robotic products and services to customers by combining
education smart robots which utilize our full-stack core technologies and AI education software
(such as uCod e — a graphical block-based visual programming tool for students aged 7 to 14 years
old; and uPytho n — a programming tool for Python robot beginners) together with ancillary
services, and have won more than 140 technology awards, honorary qualifications and recognitions
during the Track Record Period. See “Awards and Recognition” below for further details. Given our
proven track record in the education smart robotic products and services industry in the PRC, our
Directors believe such historical performance in fulfilling customer orders strengthens our chances
of obtaining tenders.
During the Track Record Period, our number of tenders submitted and awarded for education smart
robotic products and services projects varied across financial years. The number of tenders
submitted and awarded in FY2020 and FY2022 were lower than that in FY2021, which were
attributed to the relatively severe outbreak of COVID-19 and the enhanced restricted social
distancing policies imposed in China in both FY2020 and FY2022. These policies resulted in the
temporary closure of schools in certain provinces of China in the relevant years/period. Our tender
success rate remained relatively stable at 84.6% and 87.0% in FY2020 and FY2021, respectively,
but decreased to 50.0% in FY2022 primarily since we were awarded tenders which have a relatively
larger contractual value with our tendering efforts being focused on tenders with a relatively larger
BUSINESS
– 372 –


--- page 382 ---
contractual value in FY2022 instead of equally among all tenders that we have submitted. In
FY2022, the total contractual value of the six tenders that we obtained were approximately
RMB158.2 million whereas the total contractual value of four out of the six tenders that we failed
to obtain were approximately RMB5.2 million. Our tender success rate for education smart robotic
products and services projects then increased to 100.0% in 6M2023. In order to make more
tendering submissions to obtain more business opportunities for our education smart robotic
products and services, we intend to (i) organize and participate in more industry and educational
seminars, exhibitions and demonstrations in order to establish UBTECH as a leading education
smart robotic products and services provider, raise the general awareness of AI education and better
inform the general public of the importance of AI education; and (ii) follow closely the latest policy
developments in relation to AI education in the PRC to ensure that our education smart robotic
products and services are tailor-made to enable our customers to fully understand and localize the
policy requirements and needs in relation to AI education and teach AI education in accordance with
such policies in an effective and efficient manner. We also have a history of cooperation with
government educational bureaus, significant R&D efforts on new education smart robotic products
and services, enhanced after-sales services, and marketing initiatives to enhance our market
exposure. By continuing these efforts, building stronger relationships with existing and potential
customers, and participating in domestic and overseas exhibitions, major national events and
industry events to demonstrate our products’ capabilities, we believe we can secure more contracts
for our education smart robotic products and services.
Furthermore, in order to increase the business scale of our education smart robotic products and
services in the PRC, we intend to target government educational bureaus from certain provinces that
we did not have significant transaction volumes during the Track Record Period to promote our
products and services and STEAM education. Leveraging on our Group being China’s No. 1
provider of education smart robotic products and services (in terms of revenue in 2022) according
to Frost & Sullivan, we believe that we are capable of tapping into the market potential in the PRC
and expand our geographical coverage to more customers (in particular government educational
bureaus overseeing over 30 cities of 15 provinces in the PRC, such as (i) Ganzhou City and Jiujiang
City of Jiangxi Province, (ii) Qingyang City and Lanzhou City of Gansu Province, and (iii)
Dongguan City and Jiangmen City of Guangdong Province, where we do not have existing
customers). We plan to undergo negotiations with such government educational bureaus to explore
potential business opportunities and enter into government cooperation agreements with them. The
growth potential for demand in education smart robotic products and services in these cities is
expected to be relatively high since these cities have a large base of school-age population in
primary and secondary schools according to Frost & Sullivan.
According to Frost & Sullivan, (i) with the promotion of artificial intelligence education by the
government and the expansion of artificial intelligence laboratories and programming laboratories
in schools, the market base for education smart robotic products and services will continue to
expand, and it is expected the market size will reach RMB7.0 billion by 2028 representing a CAGR
of 20.4% from 2022 to 2028; and (ii) the education smart robotic products and services industry will
continue to be driven by government policy support, the prevalence of innovation in the teaching
process and the increased willingness of institutional customers to spend in the field of education.
Logistics smart robotic products and services
Leveraging on the successful commercialization of our education smart robotic products and
services, we applied the robotic and AI technologies (e.g. our SLAM technology) and have extended
our footprint into the logistics sector since late FY2020 with a view to capture the growing market
of the logistics industry, in particular warehouse logistics. Although our logistics smart robotic
products and services segment was only established in late FY2020, our number of customers had
increased from two customers in FY2020 to 12 customers in FY2021, and to nine customers in
FY2022, and increased from seven customers in 6M2022 to nine customers in 6M2023.
Furthermore, we were awarded with 17, 62, 71 and 30 projects and we have completed two, 43, 22
and 24 projects in FY2020, FY2021, FY2022 and 6M2023, respectively. Furthermore, the increase
of our revenue from logistics smart robotic products and services from RMB12.7 million for
BUSINESS
– 373 –


--- page 383 ---
FY2020 to RMB190.8 million for FY2021 was driven by the increase in number of projects
completed from two in FY2020 to 43 in FY2021, whereas the increase of our revenue from
RMB190.8 million for FY2021 to RMB263.4 million for FY2022 was driven by the completion of
certain projects of higher revenue during the year for a sizeable end-user in automobile industry
despite the decrease in number of projects completed, from 43 projects in FY2021 to 22 projects
in FY2022. Our revenue from logistics smart robotic products and services increased from
RMB41.1 million for 6M2022 to RMB76.8 million in 6M2023, primarily due to the increase in
revenue-generating projects from nine in 6M2022 to 24 in 6M2023. Examples of smart robotic
products and services which we may develop and launch for our logistics smart robotic products and
services segment include, but are not limited to, (i) next generation unmanned forklift AMR
(unmanned forklift AMR capable of point-to-point materials handling), (ii) outdoor driverless
logistics vehicles (capable of transportation of components, semi-finished products and finished
products in outdoor scenarios) and (iii) next generation AMR robot (with improved performance,
reliability and stability). See “Our Business Strategies — Further advance our R&D capabilities to
enhance our core technologies and products and services offerings — (ii) Our smart service robotic
products and services for application in different sectors — (b) Logistics smart robotic products and
services” above for details. We intend to sell such new and upgraded logistics smart robotic
products and services to our existing and new customers, which include new energy vehicle and
component manufacturers, e-commerce platforms, logistics service providers that need to enhance
their operational efficiency.
According to Frost & Sullivan, the demand of logistics and mobile smart robotic products and
services will continue to grow at a high speed in the future. It is expected that the market size will
reach RMB58.9 billion by 2028 at a CAGR of 30.4% from 2022 to 2028. The logistics and mobile
smart robotic products and services industry will continue to be driven by the transformation of the
manufacturing industry in China, the rise of the new retail and e-commerce industry, and increasing
demands due to the shortage of labor.
Our logistics smart robotic products and services are currently generally targeted towards new
energy vehicle manufacturers. Looking forward, we intend to capture the growth of various
manufacturing industries as a result for rising demand for intelligent manufacturing processes and
enhanced manufacturing efficiency and leverage on our success and experience in the new energy
vehicle manufacturing industry to expand into other manufacturing industries.
Other sector-tailored smart robotic products and services
In order to address the challenges faced by elderly care facilities, we began to launch our wellness
and elderly care smart robotic products and services in small batches and began to sell in the second
half of 2022. Examples of smart robotic products and services which we may develop and launch
for our wellness and elderly care smart robotic products and services segment include, but are not
limited to, (i) next generation wellness and elderly care smart cloud-based platform (improve speed
of information feedback from platform, management of emergency situations for the elderly), (ii)
next generation walking assistance smart robot (with more rehabilitation functions for walking
assistance and improved hardware design and algorithms) and (iii) next generation companion smart
robot (further improved responsiveness to provide more interactions with users). We also intend to
develop and launch (i) next generation general service smart robotic products and services, which
consist of universal chassis that can be equipped with different upper bodies to perform different
functions; and (ii) next generation inspection smart robot, which enables indoor and outdoor
inspection and security monitoring. See “Our Business Strategies — Further advance our R&D
capabilities to enhance our core technologies and products and services offerings — (ii) Our smart
service robotic products and services for application in different sectors — (c) Other sector-tailored
smart robotic products and services” above for details. We intend to sell such new and upgraded
wellness and elderly care smart robotic products and services to new customers mainly comprising
of local governments, SOEs, wellness service providers and overseas elderly care service providers;
whereas we intend to sell such new and upgraded general services robotic products and services to
new and existing customers to be used for various commercial purposes, such as meal delivery,
hotel delivery, automatic cleaning and safety inspection.
BUSINESS
– 374 –


--- page 384 ---
According to Frost & Sullivan, driven by the advancement of technologies and iteration of sensors,
wellness and elderly care smart robots look to be commercialized, with there being much room for
growth in the wellness and elderly care smart robotic products and services market, and the market
size will reach RMB6.5 billion by 2028 representing a CAGR of 32.5% between 2022 and 2028.
According to Frost & Sullivan, there remains substantial areas of innovation and opportunities for
disruption in the wellness and elderly care smart robotic products and services industry as there are
currently limited players with mature and leading core technologies in this field to address these
market potentials.
We have newly expanded our presence in the smart service robotic products and services market
into various use scenarios in different sectors, such as the logistics smart robotic products and
services industry in late FY2020 and the wellness and elderly care smart robotic products and
services industry in the second half of 2022. We believe based on our experience in the
commercialization of smart service robotic products and services for the application in different use
scenarios across different sectors, we are capable of continuously growing our revenue and business
scale by enhancing the selection and market presence of our logistics smart robotic products and
services and wellness and elderly care smart robotic products and services.
Consumer-level robots and other hardware devices
According to Frost & Sullivan, driven by the continuous upgrades of appearance and functionality
of personal/domestic use smart service robots for non-commercial tasks as well as the compelling
application at a competitive price, it is expected that the market size of personal/domestic smart
service robotic products and services would reach RMB57.4 billion in 2028, representing a CAGR
of 18.8% between 2022 and 2028. In particular, according to Frost & Sullivan, it is expected that
the prevalence of “lazy economy” and the enhancement in core technologies and quality of
components will continue to drive the demand for user-friendly household devices such as vacuum
cleaners in the future.
Against such favorable trends, we intend to enhance our existing offerings of consumer-level robots
and other hardware devices upon the advancement of our R&D capabilities, examples of which
include (i) next generation vacuum cleaner (increased strong suction to effectively and efficiently
pick up debris, pet hair and food crumbs), (ii) pool cleaning robot (with simple and easy-to-use
wireless design with AI intelligent algorithm) and (iii) lawn mower (allow effective hands-free
outdoor lawn moving with autonomous navigation and route planning outdoors). See “Our Business
Strategies — Further advance our R&D capabilities to enhance our core technologies and products
and services offerings — (ii) Our smart service robotic products and services for application in
different sectors — (d) Consumer-level robots and other hardware devices” above for details.
We intend to sell the aforementioned robotic products with coordination among our sales partners,
which consist of our sales channels including distributors and self-operated online stores, and
believe that the combination of our business strategy to enhance our brand awareness and market
penetration with our existing marketing initiatives will enable us to offer our robotic products to a
larger number of PRC and overseas customers. See “Our Business Strategies — Enhance brand
awareness and market penetration”, “Sales — Our sales networks” and “Marketing” above for
details.
Furthermore, we intend to enhance our brand awareness and market penetration in the PRC and
overseas by establishing more regional offices, branch offices and showrooms across the PRC and
overseas to enhance our accessibility to end-users and receive feedback from potential customers.
In particular, we plan to expand our market presence in the overseas markets of the smart service
robotic products and services industry to further elevate our brand awareness and market
penetration and establish ourselves as a domestic and overseas provider of smart service robotic
products and services. See “Our Business Strategies — Enhance brand awareness and market
penetration” above for details.
BUSINESS
– 375 –


--- page 385 ---
Life-sized humanoid service robots
In order to continuously grow our revenue and business scale, we intend to (i) upgrade our existing
core technologies that can be applied to our humanoid robots and (ii) develop and utilize new core
technologies in relation to our humanoid robots upon the advancement of our R&D capabilities to
further enhance the functionalities and performance of our human robots to launch humanoid robots
with sufficient human-resemblance to meet future market demands, customer preferences and
technology requirements. See “Our Business Strategies — Further advance our R&D capabilities to
enhance our core technologies and products and services offerings — (i) Core technologies utilized
in our humanoid robots” above for details.
During the Track Record Period, we have sold (i) a life-sized humanoid robot Walker-2 for
educational purposes in FY2021, (ii) (a) a Walker, a Walker-1, a Walker-2 and two units of Walker
X for educational purposes, (b) a Walker-2 for general commercial purposes such as greeting and
display and (c) two units of Walker X for general commercial purposes such as greeting and guiding
in FY2022 and (iii) a Walker-2 for educational purposes in 6M2023. Moving forwards, we intend
to continue to sell our life-sized humanoid robots primarily for educational and general commercial
purposes.
With the advancement of our R&D capabilities in relation to the core technologies utilized in our
humanoid robots to enhance the functionalities and performance of our humanoid robots, we believe
that it would also induce a spill-over effect on the functionalities and specifications of our core
technologies which can be utilized in other use scenarios and the proliferation of the application of
human robots in different use scenarios of different sectors.
(b) Commercializing our products and services for application in new use scenarios of different
sectors
We are dedicated to creating value for customers and end-users by commercializing our products
and services for application in new use scenarios of different sectors in order to achieve bringing
UBTECH service robots to every home and industry.
We believe that the smart service robotic products and services market will continue to mature as
consumer preferences and demand in the smart service robotic products and services industry
further develop upon the proliferation of smart service robotic products and services offerings while
technological advancements enhance the operational and production efficiencies in the industry.
According to Frost & Sullivan, the continuous decrease in the costs of robotic parts due to
breakthroughs in manufacturing technologies is expected to facilitate easier commercialization of
products and services in the smart service robotic products and services industry.
According to Frost & Sullivan, as stated in Implementation Plan for “Robotics+” Application
Action “ዚኜɛ+” issued by the MIIT and various other PRC governmental
departments in January 2023, it is proposed that the depth and breadth of application of service
robots and special robots in the industry is expected to significantly increase, which would benefit
various industry such as manufacturing, agricultural, construction, energy, logistics, etc.; and that
the ability of robots to promote high-quality economic and social development would be
significantly enhanced. As such, against such market backdrop and demand for quality smart
service robotic products and services in various sectors in the future, we believe we can strengthen
our market share in the smart service robotic products and services industry by leveraging on our
commercialization capabilities in the smart service robotic products and services industry and track
record in continuously developing smart service robotic products and services that can be used in
various key industries.
BUSINESS
– 376 –


--- page 386 ---
(c) Expanding our sales network and market penetration
In order to diversify our revenue stream both in the PRC and overseas markets, we intend to
leverage on our direct sales force and enhance our brand awareness and market penetration in the
PRC and overseas by establishing a total of 12 showrooms and 19 branch offices and regional
offices across the PRC and overseas to enhance our accessibility to end-users and receive feedback
from potential customers. In particular, we plan to expand our market presence in the overseas
markets of the smart service robotic products and services industry to further elevate our brand
awareness and market penetration and establish ourselves as a domestic and overseas provider of
smart service robotic products and services. See “Our Business Strategies — Enhance brand
awareness and market penetration” for details.
Our Directors believe that we are well-positioned to generate sustainable revenue and our above
mentioned strategies, namely (a) enhancing the selection and market presence of our smart service
robotic products and services offerings; (b) commercializing our products and services for
application in new use scenarios of different sectors; and (c) expanding our sales network and
market penetration are realistic and achievable due to the following reasons:
— Education smart robotic products and services. During the Track Record Period, we provided
our education smart robotic products and services to seven major customers who are
government educational bureaus (such as provincial-level departments of education and
education bureaus) in the PRC, respectively, which allocated our education smart robotic
products and services to over 240 schools in the PRC for educational purposes. We believe
that demand from government educational bureaus, which are responsible for allocating
teaching materials and equipment to schools for educational purposes in different regions of
the PRC, will continue to be one of our major drivers for our education smart robotic products
and services, enable us to expand the geographic coverage of our education smart robotic
products and services in accordance with the locations of such institutions and there are
business opportunities for us to grow our business.
According to Frost & Sullivan, there were approximately 227,000 schools (such as public and
private compulsory education, high school and higher education level schools) in the PRC as
of December 31, 2022 and the education smart robotic products and services industry has
benefited, and will continue to benefit, from a number of policies and initiatives of the PRC
government such as (i) Opinions on Strengthening Scientific Education in Primary and
Secondary Schools in the New Era (จԈ) issued in
2023 which requires the improvement of school teaching and services through utilizing AI,
virtual reality and other related technologies; (ii) Implementation Plan for “Robotics+”
Application Action ( “ዚኜɛ+”) issued in 2023 which seeks to
cultivate and introduce high end R&D talents and standardized talents for robot application,
strengthen international exchange of talents, and build leading talents and innovation teams;
(iii) Guidance on Accelerating Scene Innovation to Promote High-level Application of
Artificial Intelligence for High-quality Economic Development (̋Ҟఙ౻௴อ˸ɛʈ౽
ኬจԈ) issued in 2022 which sets scenario innovation
as the development goal of both AI technology upgrades and new paths for industrial growth
and puts forward specific measures to improve innovation capabilities and strengthening the
supply of innovation elements for AI scenarios in the field of education; and (iv) The 14th
Five Y ear Plan for National Informatization (ྌ) issued in 2021 which
proposed to develop education and training related to digital skills by providing diversified
digital skills training programs for the public and promoting and popularize digital skills
education for all.
According to Frost & Sullivan, as the State Council only released the relevant policy in 2017,
namely the New Generation of Artificial Intelligence Development Plan ( อɓ˾ɛʈ౽ঐ
஝ྌ), which (i) requires primary and secondary schools to gradually promote AI
programming education and (ii) encourages the community to participate in developing and
promoting educational and entertaining AI programming teaching software, the PRC
BUSINESS
– 377 –


--- page 387 ---
Government gradually provided funds and support to primary and secondary schools to set-up
AI-related courses since 2017. However, only a limited number of the governments, such as
the governments in the following provinces or cities, have announced relevant policies as of
the Latest Practicable Date according to Frost & Sullivan:
Province/City Details of policy Implementation timeline
Number of
schools in the
province/city
(Note)
Zhejiang
Province /H1100/H1100/H1100/H1100/H1100
Zhejiang Digital
Education Conference
held in 2023 stated that
AI will become a basic
and compulsory course in
primary and secondary
schools.
According to the policy,
it is expected that 1,000
AI experimental schools
will be established by
2025.
Around 6,000
Shenzhen
City /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
The “Arrangements and
Requirements for the
Popularization of
Artificial Intelligence
Teaching in Primary and
Secondary Schools of
Nanshan District” was
published during the AI-
education promotion and
exchange meeting held in
Nanshan District,
Shenzhen City in March
2021, which stipulates
that the teaching of AI
should be arranged in the
mandatory courses of the
fifth year of primary
school, the first year of
junior high school, and
senior high school, and
that five class hours of
learning per semester
should be guaranteed for
senior high school.
According to the policy,
every student will be
able to access AI
education by the end of
2023.
Around 900
BUSINESS
– 378 –


--- page 388 ---
Province/City Details of policy Implementation timeline
Number of
schools in the
province/city
(Note)
The “Implementation
Plan for Promoting
Artificial Intelligence
Education in Primary and
Secondary Schools in
Longhua District (for
Trial Implementation)”
officially issued by the
Bureau of Education of
Shenzhen Municipality of
Longhua District requires
that AI education should
be gradually incorporated
into the compulsory
curriculum for primary
and secondary school
students in the entire
district from September
2023.
According to the policy,
it is expected that the
popularization of AI
education in grades 4 to
8 will be achieved in
Longhua District in
2025, with the
establishment of 50 AI
experimental schools and
20 AI education
demonstration schools.
Beijing City /H1100/H1100/H1100/H1100In 2019, the Beijing
Municipal Education
Commission released the
Action Plan for
Promoting the Integration
of Artificial Intelligence
and Education in Beijing
(ආɛʈ౽ঐၾ
ࠇ
ྌ), which aims to
support the construction
of AI innovation centers,
promote the integration
of AI into practical
activities, and support
the offering of AI
disciplines in
universities.
The Action Plan proposes
that the quality of talent
training and the
capabilities of innovation
in the field of AI will be
significantly improved by
2025. Moreover, AI and
education will be
mutually and efficiently
empowered in Beijing to
provide talent guarantee
and scientific and
technological support for
China to be in the
forefront of innovative
countries by 2035.
Around 1,600
BUSINESS
– 379 –


--- page 389 ---
Province/City Details of policy Implementation timeline
Number of
schools in the
province/city
(Note)
Shanghai
City /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
The Shanghai Municipal
Education Commission
has also introduced
policies to encourage
primary and secondary
schools to include AI in
their education
curriculum. In addition,
Shanghai has established
the Shanghai Artificial
Intelligence Education
Alliance in 2019, which
aims to promote the
application of AI in the
field of education.
According to Frost &
Sullivan, the relevant
government authority did
not specify the
implementation timeline
for the policy.
Around 1,700
Guangdong
Province /H1100/H1100/H1100/H1100/H1100
The Guangdong
Provincial Department of
Education has released
the “Information
Technology Curriculum
Standards for Primary
and Secondary Schools
in Guangdong Province
(2019 Edition)” (؇
ʕʃኪ༟ৃҦஔሙ೻ᅺ
๟(2019و)), which
incorporates artificial
intelligence into the
compulsory content of
the primary and
secondary school IT
curriculum.
According to Frost &
Sullivan, the relevant
government authority did
not specify the
implementation timeline
for the policy.
Around 16,000
BUSINESS
– 380 –


--- page 390 ---
Province/City Details of policy Implementation timeline
Number of
schools in the
province/city
(Note)
Hunan
Province /H1100/H1100/H1100/H1100/H1100
The “Notice on the
Issuance of the Standard
of Fees for Primary and
Secondary Schools in
Changsha City in the
Spring of Y ear 2021”
(Ӎ̹2021
ٙ
) states that the
city is adding “artificial
intelligence education”
activity books for grades
3 to 6 and “programme
writing education”
activity books for grades
7t o9 .
The Hunan Provincial
Department of Education
has released the
“Information Technology
Curriculum Standards for
Primary and Secondary
Schools in Hunan
Province (2019 Edition)”
(ʕʃኪ༟ৃҦ
ஔሙ೻ᅺ๟(2019 ϋ
و)), which includes
artificial intelligence as a
compulsory part of the
primary and secondary
school IT curriculum.
According to Frost &
Sullivan, the relevant
government authority did
not specify the
implementation timeline
for the policy.
Around 11,000
Note: The number of schools in the province/city is estimated according to publicly available information by Frost
& Sullivan.
As the number of local governments which have announced policies to promote AI-related
courses remain relatively low, the penetration rates of smart robotic products and services in
the education smart robotic products and services industry in the PRC were approximately nil,
1%, 3%, 4%, 6% and 8% in the years ended December 31, 2017 to 2022, respectively,
according to Frost & Sullivan. Such penetration rates remained low during the aforementioned
period according to Frost & Sullivan primarily because (i) while the State Council released the
first AI education related policy, namely the New Generation of Artificial Intelligence
Development Plan in 2017, local governments of provinces and cities such as Zhejiang
Province and Shenzhen City only gradually announced its policies to promote or include AI
education as a compulsory part of school curriculum in the past two to three years, which
resulted in a low penetration rate of smart robotic products and services in the education smart
robotic products and services industry in the PRC; and (ii) the adoption of education smart
robotic products and services requires relatively high investment from local governments and
schools which resulted in the overall slow application in the educational scenario.
BUSINESS
– 381 –


--- page 391 ---
Looking forward, the penetration rate of smart robotic products and services in the education
smart robotic products and services industry in the PRC is expected to rise and reach
approximately 46% by 2028 by facilitating the teaching of AI education in schools according
to Frost & Sullivan primarily due to the (i) decreasing investment cost of AI education as more
market players will engage in providing related products and services which will lower the
overall price of education smart robotic products and services; (ii) advancement of
technologies in the design of smart service robots which enhances the functionalities and
performance of smart service robots and their capabilities in accommodating the needs of
various application scenarios in the education smart robotic products and services industry;
and (iii) increase in demand for AI education taught in a user-friendly and cost-efficient
manner, due to increasing awareness of the general public of the application of AI
technologies in day-to-day scenarios such as AI-empowered programmes such as ChatGPT
which can facilitate the completion of complex tasks in a manner with high human-
resemblance.
Furthermore, the penetration rate of 46% by 2028 is achievable according to Frost & Sullivan
as evidenced by the fact that local government or cities have gradually announced the
inclusion of AI-related courses to become a basic and compulsory course in recent years. As
of the Latest Practicable Date, three provinces/cities have announced plans to promulgate or
have already promulgated policies which mandated AI-related courses to become a basic and
compulsory course for primary and secondary schools. Such penetration rate is also supported
by historical trend. In particular, the number of schools that purchased and/or applied
education smart robotic products and services as the teaching tools to conduct AI-related
courses increased from approximately 2,600 in 2018 to approximately 18,000 in 2022 at a
CAGR of 62.21% according to Frost & Sullivan. Based on the above, according to Frost &
Sullivan, under the trend of the increasing number of policies to promote the development of
AI education, it is expected that schools will expend more resources to develop AI-related
courses, and it is also expected that more provinces/cities will offer AI education as a basic
and mandatory curriculum or elective curriculum by 2028. All such developments are
expected to contribute to the expected penetration rate of education smart robotic products and
services of 46%, representing approximately 82,000 schools.
Despite we only launched our education smart robotic products and services in 2017, we have
developed into one of the market leaders and ranked the first and accounted for 22.5% of the
China’s education smart robotic products and services industry in terms of revenue in 2022.
Our Directors believe that our historical success was partially due to the efforts of our direct
sales force and our multi-level marketing initiatives which comprised of participation in
national education exhibitions and organizing provincial and municipal AI education
exhibitions and exchange sessions for primary and secondary schools. Our direct sales force
built up business relationships with our customers including government educational bureaus
over the years to seek business opportunities and to keep abreast to the industry information
which ensure we are ahead of our competitors to any tender opportunities and other relevant
information. Thus apart from continuously invest in R&D to enhance our products’ functions
and maintain our established position, we intend to adopt similar marketing initiatives to
increase our exposure in the education sector and attract new business opportunities. In
particular, we intend to set up regional offices and branch offices in various cities in the PRC
which will allow us to (i) better identify potential business opportunities in the local regions
and obtain up-to-date market intelligence and industry information; and (ii) provide better
customer services, by more promptly reacting to our customers’ requests and enquiries, and
thus to maintain closer relationship with our existing and potential customers in the local
regions.
BUSINESS
– 382 –


--- page 392 ---
The revenue generated from our education smart robotic products and services decreased from
RMB612.2 million in FY2020 to RMB461.8 million in FY2021, representing a decrease of
24.6% from FY2020 to FY2021, which underperformed against China’s education smart
robotic products and services industry which decreased by 8.0% from FY2020 to FY2021,
primarily due to, according to the best information and knowledge of our Directors, decrease
in demand due to the emphasis of education bureaus and schools throughout China on tackling
the outbreak of COVID-19 and the temporary suspension of investments in smart education
projects in certain provinces in China amidst the outbreak of COVID-19 in FY2021 as the top
five provinces of the PRC which had the highest contribution to the revenue generated from
our education smart robotic products and services for FY2021 (namely Zhejiang Province,
Jiangsu Province, Shandong Province, Hebei Province and Fujian Province) were some of the
most severely affected regions of the PRC by the COVID-19 outbreak in 2021 according to
Frost & Sullivan. Revenue generated from our education smart robotic products and services
increased from RMB461.8 million in FY2021 to RMB516.7 million in FY2022, representing
an increase of 11.9% from FY2021 to FY2022, which outperformed against China’s education
smart robotic products and services industry which remained stable at RMB2.3 billion from
FY2021 to FY2022, since none of the top five provinces of the PRC which had the highest
contribution to the revenue generated from our education smart robotic products and services
for FY2022 (namely Hebei Province, Hunan Province, Zhejiang Province, Guangxi Province
and Jiangsu Province) were one of the top five provinces/municipalities that were most
affected by the COVID-19 pandemic in China in FY2022 according to Frost & Sullivan.
To maintain our market position, we will continue to seek for business opportunities by
entering into more government cooperation agreements. Since January 1, 2023 and up to the
Latest Practicable Date, we have entered into 10 cooperation agreements with local
government authorities and SOEs which set out commitments of such government authorities
and SOEs such as (i) strategic cooperation to facilitate the promotion of AI education or (ii)
prioritising purchasing education smart robotic products and services from our Group within
a specified period with actual purchase orders being subsequently formalized through
purchase orders, which is not uncommon market practice according to Frost & Sullivan.
Among these cooperation agreements, we have entered into one framework sales contract
under one of the government cooperation agreements, pursuant to which the counterparty shall
purchase robotic products from our Group and the procurement amount for the three years
from April 2023 shall be RMB450 million (of which RMB80 million is in relation to education
smart robotic products and services), the details of which are subject to the placing of
purchase order. Based on the above, our Directors believe that we are capable of converting
such government cooperation agreements into actual demand for our smart service robotic
products and services and we expect there will be continuous and sufficient demand for our
education smart robotic products and services going forward.
— Logistics smart robotic products and services. Replicating our experience in commercializing
education smart robotic products and services, we launched our logistics smart robotic
products and services in late 2020, recorded revenue of RMB12.7 million, RMB190.8 million,
RMB263.4 million, RMB41.1 million and RMB76.8 million for FY2020, FY2021, FY2022,
6M2022 and 6M2023, respectively.
BUSINESS
– 383 –


--- page 393 ---
We provided our logistics smart robotic products and services on a project-by-project basis
and we primarily received our logistics smart robotic products and services projects through
tender and direct engagement. The following table shows the details of our tendering for
logistics smart robotic products and services projects during the Track Record Period:
FY2020 FY2021 FY2022
Number of tenders submitted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Nil 3 5
Number of tenders awarded /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Nil 0 2
Success rate (Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Nil 0 40.0%
Note: Tender success is calculated by dividing the number of tenders awarded in respect of the tenders submitted
during the stated financial year by the number of tenders submitted during the same financial year. We did not
submit any tenders for logistics smart robotic products and services projects in 6M2023.
We only launched our logistics smart robotic products and services in late FY2020 and those
contracts attributable to our logistics smart robotic products and services revenue in FY2020
were obtained mainly through MAE. It is our strategy to lower our pricing to compete with
existing established market players to penetrate the market and gain market shares in a short
period of time. We intend to continue to adopt a similar pricing strategy to gain market shares
in the near term. In the future our Directors are of the view that as we continue to expand our
market shares and presence in the industry, we will be able to increase our price to normal
industry level. Furthermore, as (i) we have established relationships and gained project
experience with well-known companies during the Track Record Period due to our pricing
strategy; and (ii) our logistics smart robotic products and services have been utilized by large
companies such as vehicle manufacturers, this can be regarded as credit to our ability to offer
quality products and services and satisfy requirements of well-known and large companies,
which in turn allow us to combine our experience in the industry with our core technologies
to launch our new products such as next generation unmanned forklift AMR and AMR robot
and outdoor driverless logistics vehicles, thus attract more tender opportunities and secure
more potential projects in the long term.
The following table shows the details on the number of logistics smart robotic products and
services projects awarded to us and completed during the Track Record Period:
FY2020 FY2021 FY2022 6M2023
Number of projects as at the
beginning of year/period
(Note 1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Nil 15 34 83
Number of new projects
(Note 2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 62 71 30
Number of projects completed
(Note 3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 32 22 4
Number of projects as at the
end of year/period
(Note 4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 34 83 89
Notes:
1. “Number of projects as at the beginning of year/period” means the number of new projects carried forward
from the previous year/period.
2. “Number of new projects” means the number of new projects awarded to our Group during the relevant
year/period indicated.
3. “Number of projects completed” means the number of projects where the percentage of completion reached
100% during the relevant year/period.
4. “Number of projects as at the end of year/period” means the number of projects as at the beginning of
year/period plus number of new projects minus number of projects completed during the relevant year/period
indicated.
BUSINESS
– 384 –


--- page 394 ---
The following table shows the details on the contract value of logistics smart robotic products
and services projects awarded to us and completed during the Track Record Period:
FY2020 FY2021 FY2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000
Contract value as at the
beginning of year/period
(Note 1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Nil 109,368 129,323 250,500
Contract value of new projects
(Note 2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100122,058 210,741 384,615 119,898
Revenue recognized (Note 3) /H1100/H110012,690 190,786 263,437 76,801
Contract value as at the end of
year/period (Note 4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100109,368 129,323 250,500 293,598
Average value per new
project /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,180 3,399 5,417 3,997
Average revenue per project /H1100/H11006,345 4,437 11,974 3,200
Notes:
1. “Contract value as at the beginning of year/period” means the total contract value carried forward from the
previous year/period.
2. “Contract value of new projects” means the total contract value of new projects awarded to our Group during
the relevant year/period.
3. “Revenue recognised” means the total revenue recognised form projects during the relevant year/period.
4. “Contract value as at the end of year/period” means the contract value as at the beginning of year/period plus
the total contract value of new projects awarded to our Group minus total revenue recognised during the
relevant year/period.
Our contract value as at the end of year/period increased by 18.2% from RMB109.4 million
as at December 31, 2020 to RMB129.3 million as at December 31, 2021, further increased by
93.7% to RMB250.5 million as at December 31, 2022, and further increased by 17.2% to
RMB293.6 million as at June 30, 2023. This is in line with our marketing efforts in logistics
smart robotic products and services during the Track Record Period. Our number of projects
as at the end of year/period increased from 15 as at December 31, 2020 to 34 as at December
31, 2021 and further to 83 as at December 31, 2022 and to 89 as at June 30, 2023.
It is our strategy to lower our pricing to compete with existing established market players to
penetrate the market and gain market shares in a short period of time. While such pricing
strategy may inevitably put pressure to our gross profit margin, our Directors believe that it
allows us to penetrate the market and gain market shares within a short period of time. This
allowed us to rank seventh and accounted for 2.2% of China’s logistics and mobile smart
robotic products and services industry in terms of revenue in 2022 according to Frost &
Sullivan. We intend to continue to adopt similar pricing strategy to gain market shares in the
near term. Our Directors believe that as we continue to expand our market shares and presence
in the industry, we will be able to increase our price to normal industry level. Since FY2021,
our weighted average gross profit margin for new logistics smart robotic products and services
projects obtained in the relevant financial year recorded an increasing trend. We will continue
to obtain new projects with higher gross profit margin through tendering and direct
engagement in order to improve our gross profit margin of logistics smart robotic products and
services.
BUSINESS
– 385 –


--- page 395 ---
For FY2020, FY2021, FY2022 and 6M2023, one, six, 11 and 11 end users who are vehicle
manufacturers utilized our logistics smart robotic products and services, which included both
traditional and new energy vehicle manufacturers. We believe vehicle manufacturers, in
particular new energy vehicle manufacturers, will be one of the drivers for the demand of our
logistics smart robotic products and services, as according to Frost & Sullivan there is an
increasing trend for vehicle manufacturers to incorporate logistics smart robotic products and
services into its warehousing and production process as traditional labor may not be able to
provide consistent and safe handling of vehicle components, semi-finished products and
finished products due to their heavy and fragile nature. In particular, according to Frost &
Sullivan, with the rising demand of new energy vehicles such as electric vehicles, there are
17 new energy vehicle manufacturers with new energy vehicles production qualifications in
the PRC as of December 31, 2022, and it is expected that the market size will reach RMB58.9
billion by 2028, with a CAGR of 30.4% from 2022 to 2028. According to Frost & Sullivan,
it is expected that the market size of logistics and mobile smart robotic products and services
in new energy vehicle-related manufacturing industries, measured by revenue, will reach
RMB2.3 billion by 2028, with a CAGR of 36.8% from 2022 to 2027. Meanwhile, the annual
sales volume of new energy vehicles is expected to reach 12.7 million units by 2028 according
to Frost & Sullivan, representing a CAGR of 18.2% from 2022 to 2028. Therefore, fuelled by
the development of new energy vehicle-related manufacturing industries and the annual sales
volume of new energy vehicles, the market demand for logistics and mobile smart robotic
products and services from customers in new energy vehicle-related manufacturing industries
is expected to continue to climb in the future according to Frost & Sullivan.
While we face competition with existing established market players, our Directors believe we
are able to capture further market shares as we can offer products with comparable functions
at competitive prices. Furthermore, our Directors believe that (i) our project experience during
the Track Record Period; and (ii) our ability to offer quality products and services and satisfy
requirements of well-known and large companies, as evidenced by our logistics smart robotic
products and services being utilized by different companies including one of the largest
China-based new energy vehicle manufacturer during the Track Record Period, allow us to
further attract more tender opportunities and secure more potential projects in the long term.
As of the Latest Practicable Date, we had 62 logistics smart robotic products and services
projects, contracts of which were secured and signed during the Track Record Period and up
to the Latest Practicable Date but revenue of which were not at all and/or fully recognized
during the Track Record Period, among which (i) 89 projects were obtained during the Track
Record Period, and (ii) 19 and 46 projects were obtained and completed, respectively,
subsequent to June 30, 2023 and up to the Latest Practicable Date. It is expected that 53 of
the aforementioned projects will be completed in FY2023 with contract value of not less than
RMB175.0 million and the remaining 9 projects with contract value of RMB65.0 million will
be completed after FY2023. Our customers of the aforementioned projects consists of
enterprises in various industries mainly including, but not limited to, new energy vehicle
manufacturing, vehicle manufacturing, battery manufacturing, tyre manufacturing and other
logistics services, and the types of these customers include large-scale enterprise listed on
reputable stock exchange(s), state-owned enterprises, renowned foreign-owned enterprises
and private enterprises.
— Other sector-tailored smart robotic products and services. The major types of use scenarios
of our other sector-tailored smart robotic products and services include (i) general service
smart robotic products and services (which mainly cover (a) inspection smart robotic products
and services and (b) reception smart robotic products and services); (ii) wellness and elderly
care smart robotic products and services; and (iii) life-sized humanoid service robots.
BUSINESS
– 386 –


--- page 396 ---
Our other sector-tailored smart robotic products and services are targeted to fulfil the various
business needs of our enterprise-level customers in different use scenarios. For FY2020,
FY2021, FY2022 and 6M2023, 118, 123, 103 and 39 enterprise-level customers purchased our
other sector-tailored smart robotic products and services. According to Frost & Sullivan, in
the PRC, certain industries of our other sector-tailored smart robotic products and services,
including inspection smart robotic products and services industry, reception smart robotic
products and services industry, and wellness and elderly care smart robotic products and
services industry, are either at its early stage of commercialization or fragmented (i.e. there
are limited products and services providers at this stage), as such there remains substantial
areas of innovation and opportunities for disruption as there is currently limited players with
mature and leading core technologies in these sectors to address the market potentials. We will
continue to develop and launch products with quality and functionalities to capture market
shares and set the selling prices at a level so as to achieve optimal gross profit margins. In this
connection, we intend to continue to invest in R&D to launch new products including next
generation general service smart robotic products and services such as commercial cleaning
smart robots, delivery smart robots and next generation walking assistance smart robot.
(i) General service smart robotic products and services
According to Frost & Sullivan, with the adoption of IoT, AI and cloud computing, the market
size of the inspection smart robotic products and services industry in China is anticipated to
reach RMB30.9 billion by 2028, representing a CAGR of 20.9%. Our inspection smart robots
such as AIMBOT series and A TRIS Series are designed to perform inspection tasks such as
safety and security patrol, monitoring environmental conditions and equipment inspection.
They can be deployed in various outdoor environments such as industrial parks as well as
dangerous or harsh environments such as electrical substations and data and equipment centre.
Due to the harsh environment conditions such as noise and temperature, enterprises are more
willing to deploy inspection smart robots to perform day-to-day inspection and monitoring
tasks with better consistency and to minimize the involvement of labor to perform dangerous
tasks onsite. To address such rising demand, with our technology accumulation in outdoor 3D
mapping and positioning technologies, motion planning and control technologies, and visual
recognition, we intend to upgrade the functions and performance of our inspection smart
robots (such as model G100 of A TRIS Series) to enable unmanned operations and provide
them with sufficient battery-life and other capabilities in order to meet indoor and outdoor
inspection and security monitoring needs.
Furthermore, we intend to develop next generation general service smart robotic products such
as commercial cleaning smart robots and delivery smart robots. The general service smart
robots will consist of universal chassis that can be equipped with different upper bodies to
perform different functions. As a reflection of our R&D capabilities, in June 2023, our
delivery smart robots had been used for trial application in a resort in Zhuhai City.
Furthermore, we also intend to enhance the delivery and after-sales service of our delivery
smart robots. We intend to simplify the map building and editing functions so that our
engineers can guide the customer through the delivery process remotely which can enhance
overall efficiency.
(ii) Wellness and elderly care smart robotic products and services
We only launched our wellness and elderly care smart robotic products and services in the
second half of 2022 and recorded insignificant revenue during the Track Record Period, which
underperformed compared to the industry since it contained market players with more
established track records in relation to wellness and elderly care smart robotic products and
services compared to us. According to Frost & Sullivan, the number of elderly population
aged 60 and over is expected to continue to grow from 2022 to 2035 and will reach 400 million
in 2035, accounting for more than 30% of China’s total population in 2035. Therefore, China
is facing challenges in the shortage of long term care workers and an increasing trend in an
aging population. Given the increasing labor costs and expected relatively slow growth of the
BUSINESS
– 387 –


--- page 397 ---
supply of long term care workers, Frost & Sullivan is of the view that there will be demand
for wellness and elderly care smart robots that have the capabilities of performing laborious
and repetitive rehabilitation tasks to ensure the accuracy and consistency of services.
Furthermore, according to Frost & Sullivan, talking robots that interact with the elderly could
be introduced into elderly care facilities to help fight loneliness and mental illnesses. Thus,
we intend to launch new products that can minimize the need for care-workers such as (i) next
generation wellness and elderly care smart cloud-based platform, (ii) next generation walking
assistance smart robot and (iii) next generation companion smart robot. See “Our Business
Strategies — Further advance our R&D capabilities to enhance our core technologies and
products and services offerings — (ii) Our smart service robotic products and services for
application in different sectors — (c) Other sector-tailored smart robotic products and
services” above for details. We also intend to actively cooperate with established companies
that have built-up business relationships with hospitals and elderly care facilities to tap into
the wellness and elderly care smart robotic products and services market as we believe their
customer networks will promote our market presence in a short period of time. To this end,
we have established a health-tech joint venture company, namely Y oudi Health Technology
(Shenzhen) Co., Ltd.* (Ҧ(ଉέ)ʮ̡) on June 16, 2023, with a leading
elderly care service provider group in Japan established in 1999, which operates over 300
elderly care facilities in Japan and also has business operations in relation to elderly care
consulting business and co-operation of elderly care facilities in China, for the cooperation in
relation to wellness and elderly care products and services. The business scope of the joint
venture company includes provision of elderly care related services, smart elderly products,
AI system and elderly care consulting. The Japanese company has business presence in
relation to elderly care services across Shanghai, the Y angtze River Delta, the Pearl River
Delta and the Beijing-Tianjin-Hebei region. Moreover, we also entered into a sales contract
with a company controlled by an established elderly care facilities operator in the PRC under
which we agreed to provide, among others, smart companionship services, smart medicines
delivery services and smart inspection services to the counterparty.
(iii) Life-sized humanoid service robots
During the Track Record Period, we sold our Walker for educational purposes and general
commercial purposes such as greeting, displaying and guiding. The main functions of our
life-sized humanoid robot Walker sold during the Track Record Period include demonstration,
walking, greeting, shaking hands, dancing, doing yoga or Tai Chi, voice interaction, drawing,
guiding, waitressing, IoT smart home control, and receptionist services. According to Frost &
Sullivan, domestic demand for life-sized humanoid service robot in the PRC is expected to
increase with the support of government policies, such as (i) the Action Plan for the Innovative
Development of the Robot Industry in Beijing (2023-2025) (Б
ࣩ2023–2025 ϋ)) published by the General Office of Beijing Municipal People’s
Government in June 2023, which aimed to significantly enhance the innovative capabilities of
the robotics industry in Beijing City by 2025 through means such as establishing an ecosystem
consisting of humanoid robot development and technological services platforms in order to
facilitate the small-scale production of 100 units of humanoid service robot prototypes with
functionalities and capabilities to be applied in three to four different types of use scenarios
by 2025, and (ii) the Shenzhen Action Plan for Accelerating the High Quality Development
and High Level Application of Artificial Intelligence (2023-2024) ( ଉέ̹̋Ҟપਗɛʈ౽
ࣩ2023–2024 ϋ)) published by the General Office of the
CPC Shenzhen Municipal Committee and the General Office of the Shenzhen Municipal
People’s Government in May 2023, which supports key enterprises to continuously carry out
R&D and applications of embodied intelligence in robotics and aims to build more than five
joint laboratories for AI research and to accelerate the formation of the Guangdong Humanoid
Robot Manufacturing Innovation Centre. We were also selected by the Department of Industry
and Information Technology of Guangdong Province in April 2023 to lead the establishment
of the Guangdong Province Humanoid Robotics Innovation Centre, which we believe shows
industry recognition of our core technologies in relation to our humanoid robots. Furthermore,
our Directors are of the view that there are business opportunities for our Walker series in the
BUSINESS
– 388 –


--- page 398 ---
global humanoid robotic products and services industry. According to Frost & Sullivan, with
the continuous R&D focusing on humanoid robot technologies and systems as a result of the
increased awareness of and investments from technological companies, the development of
new technologies such as ChatGPT will bring new opportunities to the global humanoid
robotic products and services industry and there will be increasing applications of humanoid
robots in various fields, such as education and entertainment, wellness and elderly care,
disinfection, and logistics to accomplish the complex and human-like tasks in the future.
Furthermore, according to Frost & Sullivan, in the long run, not only will humanoid robots
become more capable to facilitate human-robot interaction but life-sized humanoid robots can
be used to take on repetitive and dangerous tasks in various use scenarios including
manufacturing, logistics, inspection, healthcare, maintenance and disaster response to
minimize the involvement of labors in dangerous tasks. According to Frost & Sullivan, as pilot
programs, some humanoid robots are serving customer drinks and snacks at self contained
kiosks in Spain while other humanoid robots are providing services in healthcare settings such
as communicating patient information and measuring vital signs, which either our Walker
series are also capable of fulfilling or we already possess the necessary core technologies to
enable such functionalities. Our Group will from time to time promote the functions of our
Walker through demonstration to potential customers to understand their needs on use
scenarios. For example, we have sent our R&D staff together with our Walker, to Saudi Arabia
and demonstrated the functions and possible use scenarios of our Walker at the offices of a
potential customer.
According to Frost & Sullivan, the global humanoid robotic products and services industry is
still at an early stage with a few market players and limited use scenarios. Our Directors
believe that our Walker series will be a driving factor of our other sector-tailored smart robotic
products and services. Our revenue from Walker series and others amounted to RMB2.3
million, RMB12.8 million and RMB51.9 million in FY2020, FY2021 and FY2022,
respectively, representing a CAGR of 182.6%, and recorded revenue from Walker series and
others which amounted to RMB0.3 million and RMB7.2 million in 6M2022 and 6M2023,
respectively. Our Directors believe our success in commercializing our Walker series have
demonstrated the market demand for humanoid robots and we are well-positioned to capture
the growth of the market due to our full-stack of technologies accumulated throughout the
years and ability to commercialize our Walker series. We will continue to invest in R&D to
advance core technologies utilized in humanoid robots to stay ahead in the global humanoid
robotic products and services industry.
— Consumer-level robots and other hardware devices. According to Frost & Sullivan, driven by
the prevalence of “lazy economy”, the emergence of vacuum cleaners are able to liberate
consumers from household chores by providing autonomous cleaning services. In this regard,
China’s vacuum and floor cleaning robotic products market is anticipated to reach RMB39.2
billion by 2028, representing a CAGR of 18.4% from 2022 to 2028. Despite the vacuum and
floor cleaning robotic products industry being highly concentrated, we recorded a significant
increase in revenue generated from RMB12.8 million in FY2021 to RMB73.6 million in
FY2022 from our AiRROBO vacuum cleaner which was launched in 2021. In light of such
market growth and the sales performance of our vacuum cleaner, we intend to utilise our core
technologies such as USLAM to upgrade our AiRROBO vacuum cleaner with better precision
mapping and positioning functions, obstacle avoidance functions and stronger sweeping,
moping and vacuuming abilities. In addition, our AiRROBO cat litter box which was launched
in the 3rd quarter of 2022 became our new revenue source with revenue of RMB7.1 million
and RMB14.6 million in FY2022 and 6M2023, respectively. We will continue to launch more
consumer-level robots and other hardware devices with comparable functions and
technologies at competitive prices to compete against competitors in different consumer-level
robots and other hardware devices markets in the PRC. For example, we intend to develop
pool cleaning robot and lawn mower in 2023 to expand our product lines of consumer-level
robots and other hardware devices. Such products are intended to capture the overseas markets
such as North America. According to Frost & Sullivan, pool cleaning robots have become
increasingly demanded as a result of the growing popularity of swimming pools and awareness
BUSINESS
– 389 –


--- page 399 ---
of the benefits of pool maintenance, and the global pool cleaning robot market is anticipated
to reach USD0.9 billion by 2028, representing a CAGR of 25.1% from 2022 to 2028.
Furthermore, the growing demand for lawn maintenance and garden activities is expected to
fuel the market growth of the global lawn mower market according to Frost & Sullivan, and
the market size is expected to reach USD0.5 billion by 2028, representing a CAGR of 33.3%
from 2022 to 2028. With (i) the simple and easy-to-use wireless design and AI algorithms that
will improve cleaning efficiency and quality for our pool cleaning robot and (ii) the ability to
allow effective hands-free outdoor lawn mowing and autonomous navigation, outdoor route
planning, parameter identification and obstacle avoidance for our lawn mowers, our Directors
believe that our competitively priced pool cleaning robots and lawn mowers will be capable
of capturing market demand in the relevant industries and the revenue generated from our
consumer-level robots and other hardware devices is expected to continue to grow.
To reach out to more consumers and increase accessibility of our consumer-level robots and
other hardware devices, we will also enhance our brand awareness and optimize our sales
channels by establishing more regional offices, branch offices and showrooms across the PRC
and overseas to reach out to more consumers.
(ii) Effectively managing our costs and expenses
We believe that our ability to manage and minimize operational costs and expenses while increasing
the scale of our operations is essential to the success and future of our business and profitability.
During the Track Record Period, our cost of sales amounted to RMB409.5 million, RMB561.3
million, RMB714.2 million, RMB244.7 million and RMB208.5 million for FY2020, FY2021,
FY2022, 6M2022 and 6M2023, respectively. We intend to implement the following measures to
reduce our cost of sales:
— We intend to continue to implement measures to reduce our cost of sales by lowering our cost
of raw materials and consumables and subcontracting fees. During the Track Record Period,
our cost of raw materials and consumable goods used, mainly included compliers, PCB
boards, electronic parts, plastic parts and electromechanical parts, which represented the
largest portion of our cost of sales, accounted for 53.1%, 62.6%, 64.2%, 54.6% and 61.0% of
our total cost of sales for FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively. As
a means to further enhance our sustainability and reduce cost of raw materials and
consumables, we (i) pursue acquisition and/or investment opportunities in upstream suppliers
of raw materials, hardware and/or services in the smart service robotic products and services
industry to enhance our overall business performance, operational and cost efficiencies. Such
vertical integration has proven to be effective during the Track Record Period as we were able
to lower our subcontracting fees from RMB105.8 million to RMB63.8 million from FY2021
to FY2022 upon the acquisition of Shanghai UBJ, which resulted in an increase in gross profit
margin from sales of education smart robotic products and services from 44.8% to 56.1% from
FY2021 to FY2022; and (ii) maintain a register of alternative suppliers of raw materials and
consumable goods which is updated on a regular basis in order to ensure that the cost of raw
materials and consumables used in our production processes are in line with the latest market
trends, minimize our production costs and safeguard against unexpected price and supply
fluctuations.
— During the Track Record Period, our sales volume of robotic products were over 190,000
units, 160,000 units, 260,000 units, 90,000 units and 130,000 units in FY2020, FY2021,
FY2022, 6M2022 and 6M2023, respectively, with average cost per unit of approximately
RMB1,000, RMB1,300, RMB900, RMB1,100 and RMB700, respectively. Our Directors
believe that as we increase the sales volume of our products, we expect to further lower our
cost of sales due to improved economies of scale and operational efficiency. We intend to take
advantage of the increased purchase amounts of raw materials (eg. PCB boards and electronic
parts) upon achieving mass production of our smart service robotic products and services to
negotiate and obtain bulk purchase discounts from our suppliers. Furthermore, we are able to
leverage on the increasing sales volume of our AiRROBO vacuum cleaner and AiRROBO cat
BUSINESS
– 390 –


--- page 400 ---
litter box since their launch during the Track Record Period and obtain bulk purchase
discounts in relation to their raw materials (e.g. switchboards, plastic components and
casings) from the relevant suppliers.
— We intend to utilize additional machineries in order to further leverage on robotic technologies
to achieve automation of certain procedures throughout the assembly, testing and packaging
stages of the production process of our smart service robotic products. For example, the
relevant workforce stationed at certain procedures during the assembly process of our smart
service robotic products which involve repetitive tasks, such as the installation of screws and
transportation of materials, can be assisted or replaced by appropriate machineries. Our
Directors believe that this initiative not only enables us to reduce labour costs and better
manage our cost of sales, but can also enhance the precision and efficiency of our production
process to ensure better quality of our smart service robotic products.
Our R&D expenses accounted for 57.9%, 63.3%, 42.5%, 72.3% and 85.9% of our total revenue for
FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively. We expect to continue to evaluate
and monitor the effectiveness and efficiency of our R&D expenses in order to improve our
operational efficiency. Although we expect to maintain a relatively high level of R&D expense in
the future to enhance our R&D capabilities and robotic and AI technologies for our products and
services, we also expect our R&D expenses as a percentage to our total revenue to experience a
general decreasing trend in the long term since (i) we possess a full stack of modularized robotic
and AI technologies, some of which are currently not fully utilized in the commercialization for our
products and services due to, according to the best information and knowledge of our Directors, the
current standards of such core technologies exceeding the necessary requirements to satisfy current
consumer preferences and demand in the smart service robotic products and services industry and
we believe that they are capable of meeting future changes in consumer preferences and demand in
the smart service robotic products and services industry upon the proliferation of smart service
robotic products and services offerings resulting from the increase in demand for more advanced
products and services, (ii) employee benefit expenses, which is the largest component of our R&D
expenses during the Track Record Period, generally do not change proportionately with revenue
growth. We have also implemented measures to remove underperforming employees, as well as to
assess the organizational structure of each department on a regular basis and set headcount limits
in accordance with the Group’s actual business needs. We also intend to conduct regular
assessments on the performance of our R&D staff and cost-benefit analysis on the relevant
employee benefit expenses in order to ensure that their remuneration packages reflect their
performance levels and are consistent with market standards; (iii) we expect returns from our
upfront R&D investments during the Track Record Period in terms of new and upgraded core
technologies, products and services, which can be commercialized and are expected to generate
future revenue for us; and (iv) as we conduct more R&D projects in relation to various core
technologies, products and services, our R&D capabilities and efficiencies are expected to improve
due to economies scale as the results of such R&D projects are expected to lead to technological
breakthroughs which can facilitate and synergize with the future R&D of additional core
technologies, products and services of the Group. We also plan to continue investing in our product
and services R&D capabilities, particularly with respect to our core technologies, in order to
enhance our technologies utilized under our products and services and reinforce our established
position in the industry. See “Our Business Strategies” above for further details.
Our selling and marketing expenses accounted for 42.3%, 43.8%, 35.8%, 60.5% and 72.7% of our
total revenue for FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively. We expect to
continue to evaluate and monitor the effectiveness and efficiency of our selling and marketing
expenses in order to improve our operational efficiency and for our selling and marketing expenses
as a percentage to our total revenue to experience a general decreasing trend in the long term due
to the following reasons:
 Leveraging our commercialization capabilities in the education smart robotic products and
services industry, we have been gradually and continuously developing smart service robotic
products and services that can be used in various key industries, including education, logistics,
general service (such as guiding assistance and security patrol smart robots), and wellness and
BUSINESS
– 391 –


--- page 401 ---
elderly care. As a result, we believe that our experience in launching new products and
services in different use scenarios across different sectors will enable us to strengthen our
market position in the smart service robotic products and services industry and enhance our
brand awareness and market penetration into existing and new industries without incurring
significant selling and marketing expenses;
 During the Track Record Period, certain customers of our smart service robotic products and
services were (i) governmental bodies such as education bureaus and local management
committees; and (ii) SOEs which were engaged in multiple business disciplines. As such
customers tend to have more financial resources available and greater needs for our products
and services in terms of quantity and variety across different governmental bodies under the
same local government (for governmental bodies) or across different business segments or
group companies (for SOEs), we intend to improve our sales and marketing efficiency by
promoting to such customers (i) the up-selling of our smart service robotic products and
services by encouraging the purchase of products and services which have a higher price due
to enhanced technological specifications and with additional functionalities to cater to their
specific needs; and (ii) the cross-selling of our smart service robotic products and services by
encouraging the purchase of products and services which (a) are complementary to or (b) are
under a different business segment of our Group from their original purchase. Our Directors
believe that such up-selling and cross-selling will create new business opportunities for us,
foster a closer business relationship with such customers and increase the average value per
purchase order and their frequency, which will in turn enhance our revenue streams in a more
cost effective manner;
 We have implemented measures to remove underperforming employees, as well as to assess
the organizational structure of each department on a regular basis and set headcount limits in
accordance with the Group’s actual business needs. We also intend to conduct regular
assessments on the performance of our sales and marketing staff and cost-benefit analysis on
the relevant employee benefit expenses in order to ensure that their remuneration packages
reflect their performance levels and are consistent with market standards;
 During the Track Record Period, we have participated in various major national and
international events which allows us to benefit from word-of-mouth marketing and minimizes
our selling and marketing expenses. Such events include (i) participation on China’s CCTV
Spring Festival Gala in 2021, (ii) selected as the sole official intelligent robot partner of the
Floriade China Pavilion at the World Horticultural Expo 2022 in the Netherlands in April
2022, (iii) invited to deploy nine of our humanoid Alpha Mini robots to participate in one of
the opening ceremony performances of the Beijing Winter Olympic Games in 2022, and (iv)
appointed as the sole official AI-robotics partner in the China Pavilion of Dubai World Expo
in 2021 to 2022. Our Directors believe that the same marketing effects can also be achieved
from our online social media presence, participation in exhibitions and showrooms and
various sponsorships. We believe that we will be able to participate in similar events and
marketing activities in the future, thus reduce our recurring selling and marketing expenses in
the long term;
 According to Frost & Sullivan, we are (i) ranked 3rd in the smart service robotic products and
services industry in China (in terms of revenue in 2022) with a market share of 2.8%; and (ii)
China’s No. 1 provider of education smart robotic products and services (in terms of revenue
in 2022) with a market share of 22.5%. As such, we expect that we are capable of utilizing
our established position to attract and retain customers and end-users of our products and
services and reduce expenses on marketing and promotions in the long term; and
 We plan to continue to expand our market presence in the consumer-level robots and other
hardware devices segment in response to the growing popularity of smart service self-learning
and smart home initiatives by focusing on consumer trends, customer needs and value-for-
money, which will enable us to transact directly with end-users and improve our sales and
marketing efficiency in the long term.
BUSINESS
– 392 –


--- page 402 ---
Our general and administrative expenses (excluding one-off expenses for the acquisition of a
subsidiary) amounted to approximately RMB212.1 million, RMB325.9 million, RMB306.1 million,
RMB162.5 million and RMB177.6 million, respectively, representing for 28.6%, 39.9%, 30.4%,
57.3% and 68.0% of our total revenue for FY2020, FY2021, FY2022, 6M2022 and 6M2023,
respectively. We expect to manage both the absolute number of general administration and
management staff and the percentage to the total number of employees in the coming future. We
intend to achieve this by continuing to evaluate and monitor the effectiveness and efficiency of our
general and administrative expenses in order to improve our operational efficiency. In particular, we
have implemented measures to remove underperforming employees, as well as to assess the
organizational structure of each department on a regular basis and set headcount limits in
accordance with the Group’s actual business needs. We also intend to conduct regular assessments
on the performance of our general administration staff and cost-benefit analysis on the relevant
employee benefit expenses in order to ensure that their remuneration packages reflect their
performance levels and are consistent with market standards. As such, we expect our general and
administrative expenses as an absolute amount and a percentage to our total revenue to experience
a general decreasing trend in the long term since employee benefit expenses, which is the largest
component of our general and administrative expenses during the Track Record Period, generally
do not change proportionately with revenue growth.
However, we may not be able to achieve or subsequently maintain profitability in the future. We
believe that our future revenue growth will depend on, among other factors, our ability to develop
new technologies, enhance customer experience, establish effective commercialization strategies,
compete effectively and successfully and develop new products and services. See “Risk Factors —
Risks Relating to our Business — We have incurred significant operating losses and net losses
during the Track Record Period, and may not be able to achieve or subsequently maintain
profitability in the future.”
Awards and Recognition
The following table sets forth major awards and recognitions we received during the Track Record
Period.
Award/Recognition Award Y ear
Awarding
Institution/Authority
The 9th Annual Capek Award for Brand
Excellence (೐ᆤ) /H1100/H1100
2023 China Mechatronics
Technology Application
Association
Bronze Award in the MedTech category in the
“2023 Edison Awards” /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
2023 The Edison Awards
2022 CSR Practice Innovation Company
of the Y ear /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
2022 21st Century Business
Herald
“The 19th People’s Artisan Brand” Award /H1100/H1100/H1100/H1100/H1100/H1100/H11002022 People.cn
First Prize for our “Autonomous navigation
and operation of robots based on natural
interaction” project /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
2022 China Association of
Inventions
Wassi, healthcare robot — Best Design Award /H1100/H1100/H11002022 FORTUNE China
First Prize of Science and Technology Progress
of Guangdong Province in 2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
2022 People’s Government of
Guangdong Province,
China
Outstanding Partner of World Robot Conference /H1100/H11002022 Chinese Institute of
Electronics
W AIC2021 - Pioneer Award /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002022 World Artificial
Intelligence Conference
BUSINESS
– 393 –


--- page 403 ---
Award/Recognition Award Y ear
Awarding
Institution/Authority
AI Tianma-Leadership /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002021 Shenzhen Artificial
Intelligence Industry
Association
Service Robotic Product Innovation Award /H1100/H1100/H1100/H1100/H1100/H11002021 China Artificial
Intelligence and Robotics
Developers Conference
(CAIRDC)
20 Most Socially Influential Start-ups in China /H1100/H11002021 FORTUNE China
Top 10 Robotics Companies in the World that will
Gain More Prominence in 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
2021 Analytics Insight
Walker - one of the most ground-breaking and
innovative robotic inventions over the past
century /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
2021 24/7 Tempo
The 10 Most Innovative Robotics Companies of
2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
2020 Fast Company
Leaderobot 2020 China Robotics Science
Leadership Award /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
2020 Leaderobot Expert Review
Committee
Wu Wenjun Artificial Intelligence Science and
Technology Progress Award (Enterprise
Technology Innovation Engineering Project) /H1100/H1100/H1100
2020 Chinese Association for
Artificial Intelligence
International Renowned Brand Certificate /H1100/H1100/H1100/H1100/H1100/H11002020 United Nations Industrial
Development Organization
Centre for South-South
Industrial Cooperation
(China) and Shenzhen Top
Brand Evaluation
Committee
IMPACT OF COVID-19 OUTBREAK
Our business operations of the following aspects have been affected by COVID-19 since its global
outbreak.
Our financials
According to Frost & Sullivan, the global smart service robotic products and services market has
been witnessing constant growth over the past years, due to the rise in adoption of smart robots in
various scenarios during the COVID-19. Against such shift in market demand, we launched the
anti-pandemic models of Cruzr, A TRIS, ADIBOT and AIMBOT. These anti-pandemic models are
added with new functionalities, including body-temperature measurement, screening, mask
detection and autonomous disinfectant patrol.
Since 2020, we have also introduced a new line of smart service robots, such as the ADIBOT Series,
anti-pandemic model of Cruzr and anti-pandemic model of AIMBOT with additional functionalities,
including body temperature measurement, QR code scanning and disinfection screening. Thus, our
revenue generated from our sale of general service smart robots increased from RMB36.3 million
in FY2020 to RMB77.4 million in FY2021 primarily due to the increase in demand of these
products amidst the outbreak of COVID-19. However, although the demand for our education smart
robotic products and services decreased due to force majeure events such as pandemics, we believe
that these events did not have any material or adverse effect on our business operations and
financial performance.
BUSINESS
– 394 –


--- page 404 ---
Our supply chain and production
Following the COVID-19 outbreak, we tried to minimize the impact caused by the disruption of
transportation to our operations by procuring from alternative suppliers located in other cities.
Moreover, the purchases from our top five suppliers in each year/period during the Track Record
Period amounted to RMB144.3 million, RMB195.0 million, RMB188.2 million and RMB105.8
million, respectively, representing 35.2%, 34.7%, 26.3% and 50.7% of our total cost of sales for the
respective years/period, whereas the purchases from our largest supplier in each year/period during
the Track Record Period amounted to RMB73.9 million, RMB93.7 million, RMB60.5 million and
RMB44.8 million, representing 18.0%, 16.7%, 8.5% and 21.5% of our total cost of sales for the
respective years/period. During the Track Record Period, the COVID-19 outbreak since the first
quarter of 2020 has put extra strain on our supply chain locally and globally, causing increasing
costs and more frequent delays. As a result, the delivery of (i) certain components to us and (ii) our
products and services to certain customers have experienced delays of more than one month. The
additional fees in relation to logistics services incurred as a result of the COVID-19 outbreak in
FY2021 and FY2022 amounted to approximately RMB5.0 million. Nevertheless, our Directors
consider that we did not encounter any major difficulties regarding our supply chain as we had no
heavy reliance on any particular supplier during the Track Record Period.
As to our production, we temporarily suspended our production facilities in Shenzhen in FY2020
and FY2022 on a few occasions in view of COVID-19. Our Directors believe that the suspensions
did not have a material impact on our overall operations and financials, as our production and
inventory levels were sufficient to support our operations. As of the Latest Practicable Date, all of
our production facilities have resumed operations.
Industry
According to Frost & Sullivan, the global economy was affected by the outbreak of COVID-19.
However, the market demand for certain types of products such as disinfection smart robots
increased temporarily. It is expected that such market trend will last for the foreseeable future as
COVID-19 has affected the everyday lifestyle of people. Thus, since 2020, we introduced new line
of robots, which are designed to assist our customers to implement anti-pandemic measures amidst
the outbreak of COVID-19, such as our anti-pandemic model of Cruzr and AIMBOT with additional
functionalities, including body temperature measurement, QR code scanning and disinfection.
Overall business prospects
Our Directors consider that although the COVID-19 pandemic had restricted our participation at
industry marketing events and exhibitions, especially international events which allowed us to reach
out to our international audience, and has severely affected our sales volume and revenue derived
from overseas markets, the COVID-19 pandemic has brought about new opportunities to our
business landscape and to explore contactless interactions in our daily lives. In particular, our
wellness and elderly care smart robotic products and services can assist users who require precise
and constant care-taking and our education smart robotic products and services promote learning
and education without the restriction of borders and time.
Our Directors anticipate there will be a recovery of the general economic environment and rebound
in market demands, and we will be able to resume participating at international marketing events
and exhibitions to promote, sale and deliver our products and services overseas and thereby increase
our revenue contribution from overseas countries.
BUSINESS
– 395 –


--- page 405 ---
OVERVIEW
Upon Listing, we will continue to carry out certain transactions with connected persons (as defined
under Chapter 14A of the Listing Rules) and such transactions will constitute continuing connected
transactions of our Group under Chapter 14A of the Listing Rules.
CONNECTED PERSON
The table below sets out certain details about our connected persons who will have transactions with
the Group upon Listing and the nature of their relationship with the Group.
Name of our connected person
Nature of the connected person’s relationship
with the Group and details of our connected
person
MAE or its subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100MAE is a company listed on the Shenzhen
Stock Exchange (stock code: 002009.SZ) and
directly and indirectly holds a total of 30.97%
of the equity interest in Wuxi Uqi, a
subsidiary of our Company. As such, MAE is
a substantial shareholder of our subsidiary and
thus a connected person pursuant to Rule
14A.07(1) of the Listing Rules.
NON-EXEMPT CONTINUING CONNECTED TRANSACTION
Master Purchase Agreement
Description of the transactions
On November 23, 2023, Wuxi Uqi and MAE entered into a Project Engineering Services and
Products Framework Agreement (the “ Framework Agreement ”), pursuant to which Wuxi Uqi
agreed to supply, and MAE agreed to purchase relevant smart robotic products and services required
for the completion of MAE’s contracted engineering projects, including but not limited to the
engineering design, implementation and delivery in relation to such projects (the “ MAE Products
and Services ”), for a term commencing on the Listing Date until 31 December 2025.
Pursuant to the Framework Agreement, Wuxi Uqi agreed to supply the MAE Products and Services
to MAE at prices to be determined by negotiations according to the principles of fairness and
reasonableness, with references to the following factors: (i) the prevailing market prices of similar
products and services supplied to MAE by independent third parties, (ii) the total contract amounts
involved, (iii) the specifications of equipment required, (iv) the amount of personnel required and
(v) the time required to supply the MAE Products and Services. The parties agreed that they may
enter into further agreements setting out additional specific terms and conditions pertaining to the
MAE Products and Services (“ Further Agreements ”); however, the terms and conditions set out in
the Framework Agreement (including as to pricing and the term) shall be deemed to be included in
any such Further Agreements.
Historical transaction amounts
The MAE Group purchased the MAE Products and Services from Wuxi Uqi during the Track
Record Period. For each of FY2020, FY2021, FY2022 and 6M2023, the aggregate amounts incurred
by the MAE Group for the purchase of the MAE Products and Services from Wuxi Uqi amounted
to approximately RMB12.7 million, RMB175.0 million, RMB251.2 million and RMB71.4 million,
respectively.
Reasons for and benefits of the transactions
For details of the reasons for and the benefits of providing the MAE Products and Services to the
MAE Group, please see “Business — Overlapping of Customers and Suppliers — Overlapping
Relationship with MAE Group — Reasons and Benefits”.
CONNECTED TRANSACTIONS
– 396 –


--- page 406 ---
Proposed annual caps
For each of the financial years ending December 31, 2023, 2024 and 2025, it is estimated that the
maximum purchase price payable by the MAE Group to Wuxi Uqi in respect of the purchase of the
MAE Products and Services shall not exceed RMB294.0 million, RMB122.0 million and RMB82.0
million, respectively.
Basis of determination of annual caps
In determining the aforementioned annual caps, our Directors have considered (i) the historical
transaction amounts during the Track Record Period, (ii) the prevailing market prices of similar
products and services supplied to the MAE Group by independent third parties, (iii) the total
contract amounts involved, (iv) the specifications of equipment required, (v) the amount of
personnel required, (vi) the time required to supply the MAE Products and Services and (vii) the
average historical amounts during the Track Record Period.
Listing Rules implications
For the purpose of Rule 14.07 of the Listing Rules, given that one or more of the applicable
percentage ratios of the transactions contemplated under the Framework Agreement are more than
25%, the transactions contemplated under the Framework Agreement will constitute non-exempt
continuing connected transactions which are subject to the announcement, circular and independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules upon Listing.
W AIVER FROM STRICT COMPLIANCE WITH THE LISTING RULES
As one of the applicable percentage ratios pursuant to Rule 14.07 of the Listing Rules in respect
of the Framework Agreement are more than 25%, the transactions contemplated under the
Framework Agreement shall be subject to the announcement, circular and independent
Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
As (i) the Framework Agreement is expected to continue on a recurring and continuing basis and
in the ordinary course of business of our Group, (ii) the Framework Agreement was entered into
prior to the Listing and has been disclosed in this Prospectus for our potential investors, and (iii)
our potential investors will participate in the Global Offering on the basis of the full disclosure of
the Framework Agreement in this Prospectus, our Directors consider that compliance with the
announcement, circular and independent Shareholders’ approval requirements in respect thereof
immediately after the Listing would be impractical and unduly burdensome, and would create
unnecessary administrative costs on our Group.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted, a
waiver to us under Rule 14A.105 of the Listing Rules from compliance with the announcement,
circular and independent Shareholders’ approval requirements in respect of the Framework
Agreement.
In the event of any future amendments to the Listing Rules imposing more stringent requirement
than those applicable as of the Latest Practicable Date on the continuing connected transactions
referred to in this section, we will take immediate steps to ensure compliance with such new
requirements within a reasonable time.
CONFIRMATION FROM OUR DIRECTORS
Our Directors (including our Independent Non-executive Directors) are of the view that the
Framework Agreement, which had been and will be entered into in the ordinary and usual course
of our business and on normal commercial terms or better, are fair and reasonable and in the
interests of our Group and our Shareholders as a whole. They are also of the view that the proposed
annual caps for the Framework Agreement are fair and reasonable and in the interests of our Group
and our Shareholders as a whole.
CONNECTED TRANSACTIONS
– 397 –


--- page 407 ---
CONFIRMATION FROM THE SOLE SPONSOR
The Sole Sponsor has reviewed the relevant information and historical figures prepared and
provided by our Group relating to the Framework Agreement, and have also discussed the
Framework Agreement with us. Based on such due diligence efforts, the Sole Sponsor is of the view
that the Framework Agreement, which had been and will be entered into in the ordinary and usual
course of our business and on normal commercial terms or better, are fair and reasonable and in the
interests of our Group and our Shareholders as a whole. The Sole Sponsor is also of the view that
the proposed annual caps for the Framework Agreement are fair and reasonable and in the interests
of our Group and our Shareholders as a whole.
CONNECTED TRANSACTIONS
– 398 –


--- page 408 ---
OVERVIEW
The Board currently consists of eleven Directors, including four Executive Directors, three
Non-executive Directors and four Independent Non-executive Directors. The Board is responsible
for and has the general power over the management and operations of our Group, including
determining our business strategies and investment plans, implementing resolutions passed at our
Shareholders’ general meetings, and exercising other powers, functions and duties as conferred by
the Articles of Association. The Board also assumes the responsibilities for developing and
reviewing the policies and practices of our Group on corporate governance, risk management and
internal control and compliance with legal and regulatory requirements.
The Board of Supervisors currently consists of three Supervisors, including one employee
representative Supervisor and two shareholder representative Supervisors. The Board of
Supervisors is responsible for supervising the performance of duty of the Board and the senior
management of our Company and overseeing the financial, internal control and risk conditions of
our Group. The employee representative Supervisor is elected by our employees, while shareholder
representative Supervisors are elected at the Shareholders’ general meetings.
The senior management is currently comprised of three members who are responsible for our
day-to-day management and operations.
Directors
The following table sets out certain information in respect of our Directors:
Name Age Position
Date of joining
our Group
Date of
appointment as
a Director
Main roles and
responsibilities
Relationship
with other
Directors,
Supervisors
or senior
management
Executive Directors
Mr. Zhou Jian ( մᄏ) /H110047 Chairman of the
Board, Executive
Director and chief
executive officer
March 31, 2012 March 31, 2012 Responsible for leadership
of the Board, corporate
governance promotion,
strategic planning, and
major decision-making for
our Group
N/A
Mr. Xiong Y oujun
(ࠏ)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
45 Executive Director,
chief technology
officer and deputy
general manager
June 10, 2012 June 29, 2020 Responsible for the
management of technology
research and development
N/A
Ms. Wang Lin ( ˮ೙) /H110048 Executive Director,
assistant to the
chairman of the
Board and head of
the general manager’s
office
March 31, 2012 March 1, 2016 Responsible for the
coordination of company-
level projects and daily
administration operations
N/A
Mr. Liu Ming (׼)H1100/H110047 Executive Director
and vice president of
the human resources
department
July 30, 2016 March 20, 2020 Responsible for human
resources management and
administration
N/A
Non-executive Directors
Mr. Xia Zuoquan
(РΌ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
60 Non-executive
Director
August 20,
2015
August 20,
2015
Responsible for providing
opinions and judgment to
the Board
N/A
Mr. Zhou Zhifeng
(ࢤ)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
46 Non-executive
Director
August 20,
2015
August 20,
2015
Responsible for providing
opinions and judgment to
the Board
N/A
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 399 –


--- page 409 ---
Name Age Position
Date of joining
our Group
Date of
appointment as
a Director
Main roles and
responsibilities
Relationship
with other
Directors,
Supervisors
or senior
management
Mr. Chen Qiang ( ௓
੶) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
40 Non-executive
Director
November 29,
2022
November 29,
2022
Responsible for providing
opinions and judgment to
the Board
N/A
Independent Non-executive Directors
Mr. Zhao Jie
(؏)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
55 Independent
Non-executive
Director
March 23, 2019 March 23, 2019 Responsible for providing
independent advice to our
Group
N/A
Mr. Xiong Chuxiong
(ဤูဤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
68 Independent
Non-executive
Director
March 23, 2019 March 23, 2019 Responsible for providing
independent advice to our
Group
N/A
Mr. Poon Fuk Chuen
(ᆙ၅Ό) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
62 Independent
Non-executive
Director
November 29,
2022
November 29,
2022
Responsible for providing
independent advice to our
Group
N/A
Mr. Leung Wai Man,
Roger ( ૑ਃ͏) /H1100/H1100/H1100/H1100
67 Independent
Non-executive
Director
February 18,
2023
February 18,
2023
Responsible for providing
independent advice to our
Group
N/A
Supervisors
The following table sets out the information in respect of our Supervisors:
Name Age Position
Date of
joining our
Group
Date of
appointment
as a
Supervisor
Main roles and
responsibilities
Relationship
with other
Directors,
Supervisors or
senior
management
Mr. Deng Feng (ࢤ)H1100/H1100/H110041 Shareholder
representative
Supervisor,
chairman of the
Board of
Supervisors and
the general
manager of the
center of
compliance
December 12,
2017
March 23,
2019
Responsible for
exercising supervisory
duties in accordance with
regulatory requirements
and the Articles of
Association
N/A
Mr. Ben Cangsang
(ࣳ)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
47 Shareholder
representative
Supervisor, general
manager for
information
technology
February 24,
2020
March 20,
2020
Responsible for
exercising supervisory
duties in accordance with
regulatory requirements
and the Articles of
Association
N/A
Ms. Wang Xingru
(ˮጳন) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
58 Employee
representative
Supervisor, director
of internal audit
August 2, 2018 March 23,
2019
Responsible for
exercising supervisory
duties in accordance with
regulatory requirements
and the Articles of
Association
N/A
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 400 –


--- page 410 ---
Senior Management
The following table sets out the information in respect of the current members of our senior
management who are responsible for the operation and management of our Group.
Name Age Position
Date of
joining our
Group
Date of
appointment
as a senior
management
Main roles and
responsibilities
Relationship
with other
Directors,
Supervisors or
senior
management
Mr. Zhou Jian ( մᄏ) /H1100/H1100/H1100/H110047 Chairman of the
Board, Executive
Director and chief
executive officer
March 31,
2012
March 31,
2012
Responsible for
leadership of the Board,
corporate governance
promotion, strategic
planning, and major
decision-making for our
Group
N/A
Mr. Zhang Ju ( ੵམ) /H1100/H1100/H1100/H110048 Deputy general
manager, chief
financial officer
and secretary of
the Board
December 12,
2017
December 12,
2017
Responsible for overall
finance and accounting
functions and the Board
and capital markets
affairs of our Group
N/A
Mr. Xiong Y oujun
(ࠏ)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
45 Executive Director,
chief technology
officer and deputy
general manager
June 10, 2012 June 10, 2012 Responsible for the
management of
technology research and
development
N/A
DIRECTORS
Executive Directors
Mr. Zhou Jian ( մᄏ), aged 47, is the founder of our Group, our chief executive officer and a
Controlling Shareholder, and was appointed as a Director on March 31, 2012 and as the Chairman
of the Board on September 29, 2013 and re-designated as an Executive Director on December 9,
2022. He is responsible for leadership of the Board, corporate governance promotion, strategic
planning, and major decision-making for our Group. He is the chairman of the Strategy Committee,
a member of the Nomination Committee and a member of the Remuneration and Appraisal
Committee. He also holds the following positions within our Group:
Name of company Position
Shenzhen UBTECH Technology Industrial Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
UBTECH Entertainment (Shenzhen) Co., Ltd.*
(ᆀ(ଉέ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
General manager and executive director
UBTECH Software Technology (Shenzhen) Co., Ltd.*
(Ꮄ̀፯ழ΁Ҧஔ(ଉέ)ʮ̡)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
General manager and executive director
UBTECH Education (Shenzhen) Co., Ltd.*
(Ꮄ̀፯઺ԃ(ଉέ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
General manager and executive director
UBTECH ROBOTICS LIMITED
(ʮ̡)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Director
From November 2007 to March 2012, Mr. Zhou founded and served as a director for UNION
BROTHER (SHANGHAI) LIMITED* ( Ꮄ》(ɪऎ)ʮ̡), a company principally engaged
in the manufacturing of and supply of solutions for automation equipment production lines for the
high-end building materials industry. From May 2000 to December 2005, Mr. Zhou worked as the
manager for the Asia Pacific region for Michael Weinig AG, a company principally engaged in the
manufacturing of and supply of solutions for automation machines and equipment for home
building.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 401 –


--- page 411 ---
Mr. Zhou obtained a bachelor of engineering in wood processing from Nanjing Forestry University
(ุɽኪ) in the PRC in June 1999. Mr. Zhou was elected as a deputy of the 13th People’s
Congress of Guangdong Province, the PRC on January 22, 2018 for a term of 5 years, and was
elected as a member of the Y outh Entrepreneurs Committee of APEC China Business Council in
November 2018 for a term of 2 years. On May 29, 2019, he was recognized as Local-level Talent
by Shenzhen Human Resources and Social Security Administration of Shenzhen Municipality. He
was accredited as the chief expert of intelligent robots by Shenzhen Artificial Intelligence Industry
Association on July 31, 2019.
Mr. Xiong Y oujun (ࠏ)aged 45, is our chief technology officer and a deputy general manager,
and was appointed as a Director on June 29, 2020 and re-designated as an Executive Director on
December 9, 2022. He joined our Company as chief technology officer on June 10, 2012, and is
responsible for the management of technology research and development. He is a member of the
Strategy Committee. He also holds the following positions within our Group:
Name of company Position
Jiujiang Y oubixing Technology Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
General manager
UBTECH (Puyang) Technology Co., Ltd.*
(Ꮄ̀፯(ᐁජ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
Mr. Xiong served as a member of the CPPCC in Nanshan District, Shenzhen from 2017 to 2022.
Mr. Xiong obtained a bachelor of engineering in motor vehicles and engines from Wuhan University
of Automotive Technology (ဏӛԓʈุɽኪ) in the PRC (one of the predecessors of Wuhan
University of Technology) in June 1999 and obtained a master of engineering in power machinery
and engineering from Wuhan University of Technology (ဏଣʈɽኪ) in the PRC in April 2002.
He then obtained a doctor of philosophy of engineering in mechanical design and theory from
Huazhong University of Science and Technology (Ҧɽኪ) in the PRC in December 2005. In
February 2018, he was assessed by the Shenzhen Human Resources and Social Security
Administration of Shenzhen Municipality as a reserve professional talent in Shenzhen.
Ms. Wang Lin ( ˮ೙), aged 48, is a head of general manager’s office and an assistant to the
chairman of the Board, and was appointed as a Director on March 1, 2016 and re-designated as an
Executive Director on December 9, 2022. She joined our Company as an assistant to the chief
executive officer on March 31, 2012 and is responsible for the coordination of company-level
projects and daily administration operations. She is a member of the ESG and Sustainability
Committee. She also holds the following positions within our Group:
Name of company Position
Chengdu Y ouxuan Ruizhi Equity Investment Fund Management Co., Ltd.*
(ப΂ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Director
UBTECH (Taiyuan) Intelligent Robot Co., Ltd.*
(Ꮄ̀፯(ࡡ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
UBTECH Technology (Kunming) Co., Ltd.*
(Ҧ(׼׺)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Manager
Shanghai UBTECH Intelligent Health Technology Development Co., Ltd.*
(ʮ̡)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director and general
manager
UBTECH (Shenzhen) Technology Co., Ltd.*
(Ꮄ̀፯(ଉέ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
UBTECH Logistic (Kunming) Co., Ltd.*
(ݴي(׼׺)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
UBTECH (Chongqing) Technology Co., Ltd.*
(Ꮄ̀፯(ᅅ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Supervisor
UBTECH (Hangzhou) Technology Co., Ltd.*
(Ꮄ̀፯(ψ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director and manager
Guizhou UBTECH Technology Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director and manager
Ezhou UBTECH Technology Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
UBTECH (Y angzhou) Technology Co., Ltd.*
(Ꮄ̀፯(౮ψ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 402 –


--- page 412 ---
Name of company Position
UBTECH (Hebei) Technology Co., Ltd.*
(Ꮄ̀፯(̏)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
UBTECH (Hubei) Technology Co., Ltd.*
(Ꮄ̀፯(ಳ̏)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
UBTECH (Weihai) Technology Co., Ltd.*
(Ꮄ̀፯(ऎ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
UBTECH (Shantou) Technology Co., Ltd.*
(Ꮄ̀፯(ϭ᎘)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
UBTECH (Suzhou) Technology Co., Ltd.*
(Ꮄ̀፯(ᘽψ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director and manager
Shenzhen UBTECH Technology Industrial Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Supervisor
UBTECH North America Research and Development Center Corp /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Director
Shenzhen Y ouxuan Zhiyi Elderly Caring Service Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
General manager
Y oudi Health Technology (Shenzhen) Co., Ltd.*
(Ҧ(ଉέ)ʮ̡)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Chairman and director
Shenzhen Y oulingjing Technology Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director and general
manager
Shenzhen Y oubifu Technology Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director and general
manager
Shenzhen Xuanyou Technology Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director and general
manager
Ganzhou UBTECH Intelligent Technology Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive Director
Shenzhen UBTECH Medical Robot Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive Director
Guangzhou UBTECH Intelligent Health Industry Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive Director
Shandong UBTECH Technology Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director and general
manager
UBTECH (Hejin) Technology Co., Ltd.*
(Ꮄ̀፯(ݵئ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
Hebei UBTECH Intelligent Technology Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
UBTECH (Zhengzhou) Intelligent Agriculture Technology Co., Ltd.*
(Ꮄ̀፯(ቍψ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive director
Futronics (Hong Kong) Limited
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Director
UBhome Technology Company Limited
(ʮ̡)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Director
Tongren UBTECH Intelligent Health Development Co., Ltd.*
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Executive Director
Prior to joining our Group, from January 2008 to January 2012, Ms. Wang worked as an assistant
to the general manager for Y oukai (Shenzhen) Machinery Co., Ltd.* ( Ꮄ》(ଉέ)ʮ̡)
(“Y oukai Machinery ”) (formerly known as UBTECH Machinery (Shenzhen) Co., Ltd.* ( Ꮄ̀፯ዚ
૛(ଉέ)ʮ̡)), a company established in the PRC on January 14, 2008 principally engaged in
the supply of machines for wood processing which was deregistered in November 2020. Y oukai
Machinery had been wholly owned by Union Brother (China) Limited ( Ꮄ̀፯(ʕ਷)ʮ̡)
(“Union Brother ”), a company established in Hong Kong, since its incorporation until its
deregistration in November 2020.
Since incorporation, Union Brother was owned as to 33.33% by Mr. Zhou Jian, as to 33.34% by Mr.
Chen Zhenjiang and as to 33.33% by Mr. Xia Y ongjun. Mr. Zhou Jian transferred all of his
shareholding in Union Brother to Mr. Zuo Zhongbin on October 12, 2016, and Mr. Zuo Zhongbin
then subsequently transferred all of his equity interest in Union Brother to Mr. Zhuo Xianbin on
October 18, 2019. As at the Latest Practicable Date, Union Brother was owned as to 33.33% by Mr.
Zhuo Xianbin, as to 33.34% by Mr. Chen Zhenjiang and as to 33.33% by Mr. Xia Y ongjun. Union
Brother had been a holding company and had not engaged in any business activity since its
incorporation.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 403 –


--- page 413 ---
The relationships (business, employment, family, trust, financing or otherwise) between Y oukai
Machinery and Union Brother on the one hand and the Company or its subsidiaries, their
directors/supervisors, shareholders or senior management, or any of their respective associates
thereof on the other hand are as set out as follows:
 Mr. Zhou Jian is an executive Director and a Controlling Shareholder. Other than being one
of the ultimate beneficial owners of Y oukai Machinery (through his shareholding in Union
Brother) until October 12, 2016 and a director of Y oukai Machinery until November 8, 2016,
Mr. Zhou Jian did not have other relationship with Y oukai Machinery and/or Union Brother;
 Mr. Chen Zhenjiang is an Independent Third Party. Mr. Chen Zhenjiang was one of the
co-founders of the Company. Mr. Chen Zhenjiang also co-founded UNION BROTHER
(SHANGHAI) LIMITED* ( Ꮄ》(ɪऎ)ʮ̡), a company principally engaged in the
manufacturing and supply of solutions for automation equipment production lines for
high-end building materials industry, along with Mr. Zhou Jian and Mr. Xia Y ongjun in 2007
and has served as its director since its founding. Mr. Zhou Jian subsequently disposed of his
equity interest in UNION BROTHER (SHANGHAI) LIMITED* ( Ꮄ》(ɪऎ)ʮ̡)i n
October 2016. Mr. Chen Zhenjiang did not play any role or assume any responsibilities in the
day-to-day management and operations of the Group save for being a supervisor of the
Company from September 2013 to January 2014, and disposed of all of his equity interest in
the Company in the Dec-2013 Transfer. To the best knowledge of our Company, other than
being one of the ultimate beneficial owners of Y oukai Machinery (through his shareholding
in Union Brother) until its liquidation in November 2020, Mr. Chen Zhenjiang did not have
other relationship with Y oukai Machinery and/or Union Brother;
 Mr. Xia Y ongjun is a Controlling Shareholder, served as a Director from October 23, 2013 to
March 29, 2019 and has served as a supervisor of Kunming UBTECH since May 2017. Other
than being one of the ultimate beneficial owners of Y oukai Machinery (through his
shareholding in Union Brother) until its liquidation in November 2020, Mr. Xia Y ongjun did
not have other relationship with Y oukai Machinery and/or Union Brother; and
 Mr. Zuo Zhongbin joined the Company as an administrative manager of the Company in May
2014, responsible for the management of human resources, and administrative matters and was
promoted to the head of the internal control department of the Company in February 2018,
responsible for establishing, improving and monitoring the execution of internal control
policies of the Company. He also served as a supervisor of the Company from March 2012 to
November 2015, and during the Track Record Period, he had been serving or served as a
director and legal representative of certain subsidiaries of the Company and served as a
supervisor for a subsidiary of the Company. Other than being a supervisor of Y oukai
Machinery from January 14, 2008 to November 8, 2016, the sole director and legal
representative of Y oukai Machinery from November 8, 2016 until its liquidation in November
2020 and one of the ultimate beneficial owners of Y oukai Machinery (through his
shareholding in Union Brother) from June 22, 2017 to October 18, 2019, Mr. Zuo Zhongbin
did not have other relationship with Y oukai Machinery and/or Union Brother.
Apart from the above, there has not been any other past or present relationship (business,
employment, family, trust, financing or otherwise) between Y oukai Machinery and Union Brother
on the one hand and the Company or its subsidiaries, their directors/supervisors, shareholders or
senior management, or any of their respective associates on the other hand.
Ms. Wang obtained a master of science in international financial management from Queen Mary &
Westfield College, University of London in England (currently known as Queen Mary University
of London) in November 2010. Ms. Wang received a qualification certificate of board secretaries
issued by the Shenzhen Stock Exchange in April 2016.
Mr. Liu Ming (׼)aged 47, is the vice president of the human resources department of our
Company, and was appointed as a Director on March 20, 2020 and re-designated as an Executive
Director on December 9, 2022. He joined our Company as a vice president of the human resources
department on July 2016 and is responsible for human resources management and administration.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 404 –


--- page 414 ---
He is the chairman of the ESG and Sustainability Committee. He is also a director of Shenzhen Y ou
Shijie Robotics Co., Ltd.* (ʮ̡) and Y oudi Health Technology
(Shenzhen) Co., Ltd.* (Ҧ(ଉέ)ʮ̡), members of our Group.
Prior to joining our Group, from January 2012 to July 2016, he served as a senior expert of
remuneration COE of the human resources management department for Huawei Technologies Co.,
Ltd.* (ʮ̡). From January 2005 to August 2011, he served as a senior consulting
director for Hay Group, a company principally engaged in providing human resources management
consulting services. From February 2003 to December 2004, he worked for Taihe Consulting ( ˄ձ
ᚥਪ), a company principally engaged in providing management consultancy services as a
consulting director. From February 2002 to March 2003, he served as a senior manager for Shanghai
Realize Investment Consulting Co., Ltd.* (ʮ̡), a company principally
engaged in providing equity incentive consulting services.
Mr. Liu obtained a bachelor of engineering in management engineering (investment economics) and
a master of management in technical economics and management from Tongji University ( Ν᏶ɽ
ኪ) in the PRC in July 1999 and March 2002 respectively.
Non-Executive Directors
Mr. Xia Zuoquan (РΌ), aged 60, was appointed as a Director on August 20, 2015 and
re-designated as a non-executive Director on December 9, 2022. He is responsible for providing
opinions and judgment to the Board.
Mr. Xia joined BYD COMPANY LIMITED, a company dual listed on the Main Board of Stock
Exchange (stock code: 01211) and the Shenzhen Stock Exchange (stock code: 002594) principally
engaged in the automobile business, including new energy vehicles and traditional fuel-engine
vehicles, handset components and assembly services, as well as the rechargeable battery and
photovoltaics business as an executive director and vice president since June 2002, and currently
serves as a non-executive director.
Mr. Xia founded and has been serving as the chairman of Shenzhen Zhengxuan Investment
(Holdings) Co., Ltd.* (ʮ̡), a company principally engaged in investing in
high-tech and innovative companies since June 2003.
Mr. Xia served as an independent non-executive director of China Baofeng (International) Limited,
a company formerly listed on the Main Board of the Stock Exchange principally engaged in the
design of lighting and home furnishing products and the supply chain business which was privatized
on September 7, 2020, from February 2016 to September 2020.
Mr. Xia has also been serving as an independent non-executive director of for China Y uHua
Education Corporation Limited, a company listed on the Main Board of the Stock Exchange (stock
code: 6169) principally engaged in operating private schools in the PRC since September 2016.
Mr. Xia obtained a master of senior business management and administration from the Guanghua
School of Management of Peking University ( ̏ԯɽኪΈശ၍ଣኪ৫) in the PRC in July 2007.
Mr. Zhou Zhifeng (ࢤ)aged 46, was appointed as a Director on August 20, 2015 and
re-designated as a non-executive Director on December 9, 2022. He is responsible for providing
opinions and judgment to the Board.
Mr. Zhou has worked in Qiming V enture Partners (௴ҳ), an institution principally engaged in
providing venture capital and asset management services since May 2014, and currently serves as
a partner, focusing on investments in frontier technologies (artificial intelligence, robotics,
autonomous driving, etc.), enterprise software, semi-conductor and smart vehicle technology. He is
mainly responsible for (i) sourcing and proposing investment deals in relation to technology
companies; (ii) conducting due diligence on target companies; and (iii) post-investment
management of invested enterprises.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 405 –


--- page 415 ---
Mr. Zhou graduated from Harbin Institute of Technology (ဧᏵʈุɽኪ) in the PRC with a
bachelor of engineering in computer science and technology in July 2000, and obtained a master of
business administration from Columbia University in the City of New Y ork in the United States in
May 2011.
Mr. Chen Qiang ( ௓੶), aged 40, was appointed as a Director on November 29, 2022 and
re-designated as a non-executive Director on December 9, 2022. He is responsible for providing
opinions and judgment to the Board.
Mr. Chen has worked in Jiujiang Small and Medium Enterprises Service Centre* ( ɘϪ̹ʕʃΆุ
ਕʕː) (formerly known as Jiujiang Small and Medium Enterprises Bureau* ( ɘϪ̹ʕʃΆุ
҅)) since October 2012. In October 2017, he was promoted as the deputy chief of credit guarantee
section, responsible for guiding the growth and development of the credit guarantee industry in
Jiujiang. From February 2016 to June 2020, he concurrently served as deputy general manager and
a director of Jiujiang Industrial Investment Co., Ltd, responsible for formulating strategic plan of
the Company for the purpose of providing financing to enterprises in Jiujiang. From September
2020, Mr. Chen has been a third-tier principal staff member of Jiujiang Small and Medium
Enterprises Service Centre* (ਕʕː), mainly responsible for establishment and
operation of the government industrial guidance fund.
Mr. Chen was commended in 2021 for his performance as third-tier principal staff member of
Jiujiang Small and Medium Enterprises Service Centre* (ਕʕː) and in 2022 for
his outstanding performance as a civil servant at Jiujiang Small and Medium Enterprises Service
Centre* (ਕʕː) from 2019 to 2021.
Mr. Chen graduated from Xiangtan University ( ಱᆐɽኪ) in the PRC with a bachelor of economics
in June 2005.
Independent Non-Executive Directors
Mr. Zhao Jie (؏)aged 55, was appointed as an independent Director on March 23, 2019 and
re-designated as an Independent Non-executive Director on December 9, 2022. He is responsible for
providing independent advice to our Group. He is the chairman of the Nomination Committee and
a member of the Strategy Committee.
Mr. Zhao currently serves as a director of the robotic research institute in the school of mechatronics
engineering of the Harbin Institute of Technology (ဧᏵʈุɽኪ). He worked for the Harbin
Institute of Technology as a deputy head of the school of mechatronics engineering as well as a
professor from June 2008 to December 2010 and was promoted to the head of school as well as a
professor from December 2010 to March 2015.
Since August 2010, Mr. Zhao has been serving as a deputy chairman of the board of Harbin Boshi
Automation Co., Ltd.* (ʮ̡), a company listed on the Shenzhen Stock
Exchange (stock code: 002698) principally engaged in the research and development, production,
sales and servicing of intelligent manufacturing equipment and industrial robots in the fields of
chemical industry, smelting, logistics, food, feed and building materials and in providing overall
solutions for intelligent factories.
Since October 2018, Mr. Zhao has been serving as an independent director of Inner Mongolia First
Machinery Group Co., Ltd.* (ʮ̡), a company listed on the
Shanghai Stock Exchange (stock code: 600967) principally engaged in the manufacture and sales
of railway vehicles, armored vehicles, artillery and other vehicle parts.
From September 2017 to September 2023, Mr. Zhao served as an independent director of EFORT
Intelligent Equipment Co., Ltd.* (ʮ̡), a company listed on the Shanghai
Stock Exchange (stock code: 688165) principally engaged in the research and development,
production and sales of industrial robot products.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 406 –


--- page 416 ---
Mr. Zhao obtained a bachelor of engineering in precise instrumentation and production and
equipment and a doctor of philosophy of engineering in electromechanical control and automation
from Harbin Institute of Technology (ဧᏵʈุɽኪ) in the PRC in July 1990 and September 1996
respectively. Mr. Zhao received a qualification certificate of independent director issued by the
Shanghai Stock Exchange in March 2019.
Mr. Xiong Chuxiong ( ဤูဤ), aged 68, was appointed as an independent Director on March 23,
2019 and re-designated as an Independent Non-executive Director on December 9, 2022. He is
responsible for providing independent advice to our Group. He is the chairman of the Audit
Committee, a member of the Remuneration and Appraisal Committee and a member of the ESG and
Sustainability Committee.
Mr. Xiong has nearly 40 years of experience in accounting and academia. Mr. Xiong served as a
lecturer at the department of economics of Shenzhen University in the PRC from August 1992 to
December 1994, served as an associate professor from December 1994 to December 1999, and
served as a professor from December 1999 to May 2015.
Mr. Xiong’s other directorships held in the last three years in public companies the securities of
which are listed on securities markets in Hong Kong or overseas are as set out as follows:
Name of Company
Listing
place/status Position Period
Shahe Industrial Co., Ltd.*
(ʮ̡)
(stock code: 000014) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Shenzhen
Stock Exchange
Independent
director
April 2015 to April
2021
Guizhou Taiyong-Changzheng Technology Co., Ltd.*
(ʮ̡)
(stock code: 002927) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Shenzhen
Stock Exchange
Independent
director
February 2016 to
October 2021
Shenzhen Laibao Hi-tech Co., Ltd.*
(ʮ̡)
(stock code: 002106) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Shenzhen
Stock Exchange
Independent
director
May 2016 to April
2022
Mr. Xiong obtained a master of accounting from Southwestern University of Finance and
Economics (ৌ຾ɽኪ) in the PRC in June 1987, and obtained a doctor of philosophy in
economics from Xiamen University (ɽኪ) in the PRC in July 1992. He also obtained a
certificate issued by the Shenzhen Stock Exchange from the continuous training course for
independent directors of the listed companies in May 2018.
Mr. Poon Fuk Chuen ( ᆙ၅Ό), aged 62, was appointed as an independent Director on
November 29, 2022 and re-designated as an Independent Non-executive Director on December 9,
2022. He is responsible for providing independent advice to our Group. He is the chairman of the
Remuneration and Appraisal Committee and a member of the Audit Committee.
Mr. Poon has been serving as the chief financial officer since December 2004 and company
secretary since June 2011 of Lifestyle International Holdings Limited, a company formerly listed
on the Main Board of the Stock Exchange principally engaged in the operation of mid to upper-end
department stores in Hong Kong.
Mr. Poon worked for PricewaterhouseCoopers, a big four accounting firm, from January 1988 to
August 1999, and was promoted to partner in July 1998.
Mr. Poon is a member of the Hong Kong Institute of Certified Public Accountants and a member
of the Association of Chartered Certified Accountants.
Mr. Poon graduated from the University of Southampton in England with a bachelor of science in
the social sciences in accounting and statistics in July 1985.
Mr. Leung Wai Man, Roger ( ૑ਃ͏), aged 67, was appointed as an Independent Non-executive
Director on February 18, 2023. He is responsible for providing independent advice to our Group.
He is a member of the Audit Committee and the Nomination Committee.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 407 –


--- page 417 ---
Mr. Leung has been in private practice as a solicitor in Hong Kong since 1984 and is currently a
partner of Chu & Lau and Foo, Leung & Y eung respectively. He was admitted as a solicitor in Hong
Kong in 1984, England & Wales in 1989 and a barrister and solicitor in Ontario, Canada in 1992.
Mr. Leung’s other directorships held in the last three years in public companies the securities of
which are listed on securities markets in Hong Kong or overseas are as set out as follows:
Name of Company Listing place/status Position Period
China Boton Group Company Limited
(stock code: 3318) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Main Board of the Stock
Exchange
Independent non-executive
director
November 2005 to present
Hi Sun Technology (China) Limited
(stock code: 0818) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Main Board of the Stock
Exchange
Independent non-executive
director
September 2004 to present
Mr. Leung obtained a bachelor’s degree of laws from The University of Hong Kong in 1981, and
also obtained a juris doctor from The University of Western Ontario, Canada in 1990.
SUPERVISORS
Mr. Deng Feng (ࢤ)aged 41, is a shareholder representative Supervisor and the chairman of the
Board of Supervisors, having been appointed as a Supervisor on March 23, 2019. He joined our
Group in our director’s secretary office in December 2017 and was promoted to the general manager
of the compliance center for our Group in January 2023.
Prior joining our Group, from 2008 to November 2017, Mr. Deng worked for Hytera
Communications Corporation Limited* (ʮ̡) (formerly known as Shenzhen
Haoyi Tong Technology Co., Ltd.* (ʮ̡)), a company listed on the
Shenzhen Stock Exchange (stock code: 002583) principally engaged in manufacturing wireless
communication infrastructure and providing communication services and solutions. Mr. Deng
initially joined Shenzhen Haoyi Tong Technology Co., Ltd. as the director of the Legal Department,
and was promoted to assistant to the senior vice president. He then was promoted to general
manager of infrastructure investment and chairman of the board of supervisors of Hytera
Communications Corporation Limited.
Mr. Deng graduated from South-Central Minzu University (͏ૄɽኪ) in the PRC with a
bachelor of laws in June 2004. He then obtained a master of business administration from Shenzhen
University ( ଉέɽኪ) in the PRC in June 2016. Mr. Deng received a national legal professional
qualification in February 2008, securities practitioners qualification in March 2012, qualification
certificate of board secretaries issued by the Shenzhen Stock Exchange in July 2012 and
qualification for serving as the Secretary to the Board from the Shanghai Stock Exchange in
October 2019. He also obtained an EXIN Data Protection Officer certificate from EXIN in October
2021.
Mr. Ben Cangsang (ࣳ)aged 47, is a shareholder representative Supervisor, having been
appointed as a Supervisor on March 20, 2020. He has also been serving as a general manager for
informatics technology for our Group since February 2020.
Prior joining our Group, from January 2019 to February 2020, Mr. Ben served as an investment
director for Zhuhai Flare V enture Capital Management Co., Ltd.* (ʮ
̡), a company principally engaged in investments. From March 2008 to December 2018, he
worked at Shanghai Futures Information Technology Co., Ltd.* (ʮ̡), a
company principally engaged in providing system software development and related technical
support, operation and maintenance, product sales, and other services for core institutions and
members of the futures industry. From August 2006 to March 2008, Mr. Ben worked as an operation
and maintenance center data system engineer for Ashen Technology R&D Centre (Shanghai) Co.,
Ltd.* (೯ʕː(ɪऎ)ʮ̡), a company principally engaged in the development of
new materials in the fields of energy conservation and clean energy.
Mr. Ben obtained a bachelor of engineering in mechanical and electrical engineering from Shanghai
University of Engineering Science ( ɪऎʈ೻Ҧஔɽኪ) in the PRC in July 1999.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 408 –


--- page 418 ---
Ms. Wang Xingru ( ˮጳন), aged 58, is an employee representative Supervisor, having been
appointed as a Supervisor on March 23, 2019. She served as an internal control director for our
Group from August 2018 until she was promoted to an internal audit director in August 2022. She
is also a director of Y oudi Health and a general manager of UBot Innovation Technology Limited,
members of our Group.
Prior joining our Group, from November 2015 to July 2018, Ms. Wang Xingru worked as a finance
director for Shenzhen Y unZhou Multimedia Technology Co., Ltd.* (ʮ
̡), a company principally engaged in providing internet video content hosting services.
Ms. Wang obtained a bachelor of accounting from Shanxi Institute of Finance and Economics (one
of the predecessors of Shanxi University of Finance and Economics) ( ʆГৌ຾ɽኪ) in the PRC in
July 1988. In December 1992, she qualified as an accountant approved by Ministry of Personnel of
the PRC.
SENIOR MANAGEMENT
For biographical details of Mr. Zhou Jian ( մᄏ) and Mr. Xiong Y oujun (ࠏsee “Directors —
Executive Directors” in this section above.
Mr. Zhang Ju ( ੵམ), aged 48, has been serving as deputy general manager, the chief financial
officer and a secretary to the Board since he first joined our Group in December 2017. He is mainly
responsible for the overall finance and accounting functions and the Board and capital markets
affairs of our Group.
Prior to joining our group, from July 2006 to December 2017, Mr. Zhang held positions as a
director, deputy general manager, chief financial officer and secretary of the board of directors for
Hytera Communications Corporation Limited* (ʮ̡) (formerly known as
Shenzhen Haoyi Tong Technology Co., Ltd.* (ʮ̡)), a company listed on
the Shenzhen Stock Exchange (stock code: 002583) principally engaged in manufacturing wireless
communication infrastructure and providing communication services and solutions. From May 2004
to May 2006, he worked as the financial controller of Beijing Sigma Jinghua Microelectronics Co.,
Ltd.* (ʮ̡), a company principally engaged in the manufacture of
computers and telecommunications and other electronic equipment. From December 2003 to March
2004, Mr. Zhang served as a financial manager at Wal-Mart (China) Investment Co., Ltd. ( Ӝဧီ
(ʕ਷)ʮ̡) and was responsible for financial related work. From January 2000 to
September 2002, Mr. Zhang served as a senior audit associate at PricewaterhouseCoopers Zhong
Tian LLP and was responsible for providing audit and assurance services for clients. Mr. Zhang also
served as a civil servant in the Shenzhen Luohu District Government from June 1998 to December
1999.
Mr. Zhang obtained a bachelor of economics in international accounting from Shenzhen University
(ଉέɽኪ) in the PRC in June 1998. He then obtained a master of science in accounting and finance
from The University of Manchester Institute of Science and Technology and the University of
Manchester in England in November 2003. Mr. Zhang received a qualification certificate of board
secretary issued by the Shenzhen Stock Exchange in October 2013.
Mr. Zhang was recognized as a Reserve Professional Talent by Shenzhen Human Resources and
Social Security Administration of Shenzhen Municipality in January 2020. Mr. Zhang was
appointed in December 2021 as the industry tutor of the Master Program of Advanced Financial
Management and Big Data at the School of Management of Tsinghua University until August 2023.
Mr. Zhang was appointed in December 2022 as the tutor of the fifth “Swan Goose Scheme” at the
School of Management of Xiamen University until December 2024. Mr. Zhang was appointed as a
special supervisor of the Shenzhen Intermediate People’s Court in February 2022 for a term from
February 2022 to February 2027. Mr. Zhang was also appointed as an expert of the Shenzhen
Association of Registered Taxation Practitioners — Numerical Expert Committee on 17 February
2023 for a term commencing from February 2023 to February 2025. Mr. Zhang has also been
appointed as a councillor of the fourth council of the Shenzhen International Taxation Research
Institute since October 2017.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 409 –


--- page 419 ---
Disclosure required under Rule 13.51(2) of the Listing Rules
Certain of our Directors and Supervisors served as a director or supervisor of the following
companies which were dissolved with details as follows:
Name of
Director or
Supervisor
involved Name of company
Role with
such
company
Place of
incorporation
Principal business
activity
Date of
dissolution Details
Mr. Zhou Jian /H1100/H1100UBTech Health
(Shenzhen) Co., Ltd.*
(Ꮄ̀፯਄ੰ(ଉέ)Ϟ
ʮ̡)
Director PRC Health maintenance
management
consultation
September 24,
2019
Cancellation
(1)
Zhuhai Uye Science
Co., Ltd.* ( मऎ̹Ꮄ
ʮ̡)
Director PRC R&D of toys and
intelligent robots
August 17,
2020
Cancellation (1)
UBTECH Holdings
Limited
Director Cayman Islands None April 30, 2021 Striking off (2)
M. V . International
Machinery Group
Limited (ຑ਷ყዚ
ʮ̡)
Director Hong Kong Building materials
industrial automation
equipment production
March 10, 2017 Deregistration
(3)
Shenzhen Sanciyuan
Robot Technology
Co., Ltd.* ( ଉέ̹ɧ
ࠢ
ப΂ʮ̡)
Director PRC Enterprise management
consultation;
January 24,
2019
Cancellation
(1)
UBTECH (Beijing)
Entertainment Culture
Media Co., Ltd.* ( Ꮄ
̀፯(̏ԯ)ᆀ˖ʷෂ
ʮ̡)
Director PRC Film and television
planning
August 20,
2019
Cancellation
(1)
Shenzhen V-Ning
Woodworking
Machinery &
Materials Co., Ltd.*
(ྐྵ˝ุዚ૛
ʮ̡)
Director PRC Purchase and sales of
woodworking
machinery
June 30, 2017 Cancellation
(1)
Shenzhen Xin Ding
Feng Trading Co.*
(ࠢ
ʮ̡)
Supervisor PRC Domestic trade January 5, 2018 Cancellation
(1)
Ms. Wang Lin /H1100/H1100Xi’an Liangzi
Y ouxuan Robotic
Technology Co., Ltd.*
(ГτඎɿᎴ፯ዚኜɛ
ʮ̡)
Director PRC R&D of robots,
electrical control
automation equipment,
electronic equipment
and mechanical
equipment
February 28,
2022
Cancellation
(1)
Shenzhen UBQin
Education Technology
Co., Ltd.* ( ଉέᎴ̀
ʮ̡)
Supervisor PRC R&D, promotion and
sales of cultural
products
June 13, 2019 Cancellation
(1)
Shenzhen V-Ning
Woodworking
Machinery & Material
Co., Ltd.* (۾
ࠢ
ʮ̡)
Supervisor PRC Purchase and sales of
woodworking
machinery
June 30, 2017 Cancellation
(1)
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 410 –


--- page 420 ---
Name of
Director or
Supervisor
involved Name of company
Role with
such
company
Place of
incorporation
Principal business
activity
Date of
dissolution Details
Shenzhen Sanziyuan
Robot Technology
Co., Ltd.* ( ଉέ̹ɧ
ࠢ
ப΂ʮ̡)
Supervisor PRC Enterprise Management
consultation
January 24,
2019
Cancellation
(1)
UBTECH (Beijing)
Entertainment Culture
Communication Co.,
Ltd.* ( Ꮄ̀፯(̏ԯ)࢈
ʮ̡)
Supervisor PRC Film and television
planning
August 20,
2019
Cancellation
(1)
Mr. Xia
Zuoquan /H1100/H1100/H1100/H1100/H1100
HING PONG
INVESTMENT
COMPANY LIMITED
ʮ̡
Director Hong Kong Investment and trade July 3, 2020 Deregistration
(3)
Shenzhen Mayor
Tianhai Industrial Co.,
Ltd.* (˂ऎ
ʮ̡)
Executive
Director and
General
Manager
PRC Establishment of
industry
February 20,
2008
Cancellation
(1)
Shenzhen BYD
Display Technology
Co., Ltd.* ( ଉέ̹ˢ
ʮ
̡)
Director PRC R&D, production and
sales of liquid crystal
displays
September 22,
2008
Cancellation
(1)
Shenzhen Zhengxuan
United Investment
Co., Ltd.* ( ଉέ̹͍
ʮ̡)
Director PRC Industrial investment March 25, 2021 Cancellation
(1)
BYD (Tianjin) Co.,
Ltd.* (ཥ
ʮ̡)
Director PRC Production and sales of
new electronic
components and
mobile related parts
February 22,
2021
Cancellation
(1)
Shenzhen BYD Auto
Parts Co., Ltd.* ( ଉέ
ӛԓཧ௅΁Ϟ
ʮ̡)
Director PRC R&D, production and
sales of automotive
accessories
July 14, 2008 Cancellation
(1)
Beijing Feiyadi
Communication
Technology Co., Ltd.*
(ஷৃҦஔ
ʮ̡)
Director PRC Scientific research and
technical service
November 27,
2009
Cancellation
(1)
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
–4 1 1–


--- page 421 ---
Name of
Director or
Supervisor
involved Name of company
Role with
such
company
Place of
incorporation
Principal business
activity
Date of
dissolution Details
Shanghai Unifortune
Supply CHAIN
Service Co., Ltd.* ( ɪ
ऎᑌΥूᔮԶᏐᗡ၍
ʮ̡)
Director PRC Management of supply
chain
March 25, 2019 Cancellation
(1)
Shenzhen Byd
Electronics Co., Ltd.*
(ཥɿϞ
ʮ̡)
Director PRC Sales of chargers August 31,
2012
Cancellation
(1)
BYD
Telecommunication
Technology Co., Ltd.*
(ஷৃҦஔ
ʮ̡)
Director PRC R&D of wireless
communication
technologies and
systems
October 12,
2018
Cancellation
(1)
Beijing Byd Auto
Mould Co., Ltd.* ( ̏
ӛԓᅼՈϞ
ʮ̡)
Director PRC Design and
manufacture of
automotive moulds
October 12,
2009
Cancellation
(1)
Xi’an BYD Electric
V ehicle Co., Ltd.*
(ཥਗԓϞ
ʮ̡)
Supervisor PRC R&D, production, sales
and after-sales service
of electric vehicles
October 31,
2005
Cancellation
(1)
Mr. Leung Wai
Man, Roger /H1100/H1100
Golden Gentle
Development Limited
(ʮ̡)
Director Hong Kong None 22 August 2003 Deregistration
(4)
Selexon Limited Director Hong Kong Provision of corporate
secretarial services
14 March 2008 Deregistration (4)
Notes:
(1) In accordance with Article 188 of PRC Company Law, upon completion of the liquidation of a company, the
liquidation team shall prepare a liquidation report and submit it to the shareholders’ meeting or the people’s court for
confirmation, and deliver it to company registration authorities to apply for canceling the company’s registration and
announce its dissolution.
(2) Pursuant to Section 169 of the Cayman Islands Companies Act (as revised) (“ Act”), every exempted Cayman Islands
company shall, in January of each year after the year of its registration, pay to the revenues of the Islands the annual
fee specified in the Act. Any exempted company which fails to comply with Section 169 of the Act shall be deemed
to be a defunct company according to Section 170 of the Act. However, pursuant to Section 171 of the Act, before
taking action under Section 170 of the Act, the Registrar of Companies in the Cayman Islands (“ Registrar ”) shall give
one month’s notice to the defaulting company and, if the default is made good before the expiry of such notice,
Section 169 of the Act shall be deemed to have been complied with. Otherwise, the Registrar may strike the company
off the register and the company shall thereupon be dissolved pursuant to Section 156A of the Act.
(3) Under section 751 of the Companies Ordinance, deregistration refers to the process whereby a private company or
a director or a member of a private company incorporated under the Companies Ordinance which has ceased its
operation and is not insolvent applies to the Registrar of Companies in Hong Kong of Hong Kong for deregistration.
Such application can only be made if (a) all members of the company agree to the deregistration; (b) the company
has not commenced operation or business, or has not been in operation or carried on business during the 3 months
immediately before the application; (c) the company has no outstanding liabilities; (d) the company is not a party to
any legal proceedings; (e) the company’s assets do not consist of any immovable property situate in Hong Kong; and
(f) if the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in
Hong Kong.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 412 –


--- page 422 ---
(4) Under section 291AA of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) prior to its repeal and
replacement on 3 March 2014 by the Companies Ordinance and the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, an application for deregistration can only be made if (a) all the members of such company
agreed to such deregistration; (b) such company has never commenced business or operation, or has ceased to carry
on business or ceased operation for more than three months immediately before the application; and (c) such company
has no outstanding liabilities.
Each of the aforementioned persons confirmed that (i) the aforementioned companies for which he
or she acted as a director or supervisor were solvent immediately prior to dissolution, (ii) he or she
is not aware of any actual or potential claim which has been or could potentially be made against
him as a result of the dissolution of these companies; and (iii) there was no wrongful act on his part
leading to the dissolution of the companies for which he or she acted as director or supervisor.
Save as disclosed in “Disclosure required under Rule 13.51(2) of the Listing Rules” in this section,
(i) none of our Directors, Supervisors and members of senior management has been a director of
any public company the securities of which are listed on any securities market in Hong Kong or
overseas in the three years immediately preceding the Latest Practicable Date; (ii) none of our
Directors has any interests in any business, which competes or is likely to compete, either directly
or indirectly, with our business which would require disclosure under Rule 8.10 of the Listing
Rules; and (iii) none of our Directors, Supervisors and members of the senior management is related
to other Directors, Supervisors and members of the senior management.
One of our Directors and one of our Supervisors served as a director, supervisor or manager of the
following PRC companies, business licenses of which were revoked with details as follows:
Name of
Director or
Supervisor
involved Name of company
Role with
such
company
Place of
incorporation
Principal business
activity
Date of
revocation
Reason for
revocation
Whether the
revocations were
related to the
relevant
Director/
Supervisor (with
basis)
Mr. Xia
Zuoquan /H1100/H1100
Shenzhen Zuochao
Investment
Consulting
Co., Ltd.* ( ଉέ̹
ࠢ
ʮ̡)
General
Manager
PRC Economic information
consulting
February 27,
2004
Non-
submission
of annual
inspection
information
Not related
because he was
not involved with
handling the
administrative
matter such as
annual inspection
Shenzhen Biyangdi
Electronics
Co., Ltd.* ( ଉέˢ
ʮ̡)
Director PRC Production and
development of
electrical protectors,
and hardware
products
December
23, 1999
Non-
submission
of annual
inspection
information
Not related
because he was
not involved with
handling the
administrative
matter such as
annual inspection
Mr. Deng
Feng /H1100/H1100/H1100/H1100/H1100/H1100
Hangzhou
Tianjiquan Medical
Equipment
Co., Ltd.* (ψ˂
਄ᔼᐕኜ૛
ʮ̡)
Supervisor PRC Sales of medical
electronic equipment
October 28,
2011
Non-
submission
of annual
inspection
information
Not related
because he was
not involved with
handling the
administrative
matter such as
annual inspection
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 413 –


--- page 423 ---
Note: According to the Reply of the Supreme People’s Court on How to Determine the Status of the Civil Action after the
Business Licence of an Enterprise Legal Person has been revoked (Fa Jing [2000] No. 24): “The revocation of the
Business Licence of an Enterprise Legal Person is a form of administrative penalty imposed by the administrative
authority for industry and commerce on an enterprise that is illegal according to the State Administration for Industry
and Commerce. After the business licence of an enterprise is revoked, it shall be liquidated according to law. After
the liquidation procedure is completed and the industrial and commercial cancellation registration is completed, an
Enterprise Legal Person shall be eliminated.
Each of the aforementioned persons confirmed that (i) each of the aforementioned companies for
which he acted as a director, supervisor and/or manager were solvent immediately prior to the
revocation of business license and (ii) apart from the reason for the revocation of business license
as stated above, there was no material non-compliance on the part of each of the aforementioned
companies for which he acted as a director, supervisor and/or manager.
Save as disclosed in “Disclosure required under Rule 13.51(2) of the Listing Rules” in this section,
to the best of the knowledge, information and belief of our Directors after having made all
reasonable enquiries, there was no other matter with respect to the appointment of our Directors
and/or Supervisors that needs to be brought to the attention of the Shareholders and there was no
information relating to our Directors and/or Supervisors that is required to be disclosed pursuant to
Rule 13.51(2)(h) to (v) of the Listing Rules as at the Latest Practicable Date.
JOINT COMPANY SECRETARIES
Mr. Zhang Ju ( ੵམ) was appointed as one of the joint company secretaries of our Company on
December 27, 2022. For biographical details of Mr. Zhang, see “Senior Management” in this section
above.
Ms. Ng Wai Kam ( ͼਃೞ) was appointed as one of the joint company secretaries of our Company
on December 27, 2022. Ms. Ng is currently a senior manager of Corporate Services of Tricor
Services Limited, where she is responsible for providing corporate secretarial and compliance
services to listed issuers at the Stock Exchange and other multinational, private and offshore
companies. Ms. Ng has more than 10 years of experience in the company secretary profession. Ms.
Ng currently serves as the company secretary or a joint company secretary of four listed companies
on the Stock Exchange, namely, Hebei Yichen Industrial Group Corporation Limited (stock code:
1596), Genertec Universal Medical Group Company Limited (stock code: 2666), Mega Genomics
Limited (stock code: 06667) and Onewo Inc. (stock code: 2602), respectively.
Ms. Ng graduated from Hong Kong Shue Y an University with a bachelor of business administration
in July 2011. Ms. Ng is a Chartered Secretary, a Chartered Governance Professional, an associate
of HKCGI and an associate of CGI.
REMUNERATION POLICY
The aggregate amounts of remuneration of our Directors and Supervisors for FY2020, FY2021,
FY2022, 6M2022 and 6M2023 which included director’s fee, salaries, wages and bonus, pension
cost-defined contribution plan, other social security costs and housing benefits and share-based
compensation, were approximately RMB15,375,000, RMB22,621,000, RMB36,782,000,
RMB24,302,000 and RMB39,591,000, respectively. Please see “Accountant’s Report — note 10”
for details.
Under the arrangements currently in force, the aggregate remuneration (including director’s fees,
salaries, wages and bonus, contributions to pension plans, other social security costs and housing
benefits and share-based compensation) payable to our Directors and Supervisors for the year
ending 31 December 2023 is estimated to be approximately RMB54,704,000.
Our Group’s principal policies concerning remuneration of Directors, Supervisors or staff of high
caliber are determined based on the relevant Director’s, Supervisor’s or staff’s duties,
responsibilities, experience and skills. Our Directors, Supervisors and senior management receive
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 414 –


--- page 424 ---
compensation in the form of salaries, benefits in kind, discretionary bonuses and share-based
compensation relating to the performance of our Group. Our Group also reimburses them for
expenses which are necessarily and reasonably incurred for providing services to our Group or
executing their functions in relation to our operations. Our Group regularly reviews and determines
the remuneration and compensation packages of our Directors, Supervisors and senior management.
After Listing, our Remuneration and Appraisal Committee will review and determine the
remuneration and compensation packages of our Directors, Supervisors and senior management
with reference to salaries paid by comparable companies, time commitment and responsibilities of
our Directors, Supervisors and senior management, and performance of our Group.
During the Track Record Period, no remuneration was paid by our Group to, or received by, our
Directors or Supervisors as an inducement to join or upon joining our Group.
BOARD COMMITTEES
The Audit Committee, Remuneration and Appraisal Committee, Nomination Committee and
Strategy Committee of our Group were approved to be established by resolutions passed by the
Board on March 23, 2019.
Each of the four committees has written terms of reference. The functions of the four committees
are summarized as follows:
Audit Committee
Written terms of reference of the Audit Committee have been adapted in compliance with Rule 3.21
of the Listing Rules and paragraph D.3.3 of the Corporate Governance Code as set out in Appendix
14 to the Listing Rules. The Audit Committee currently comprises three Independent Non-executive
Directors, being Mr. Xiong Chuxiong, Mr. Leung Wai Man, Roger and Mr. Poon Fuk Chuen. Mr.
Xiong Chuxiong was appointed to serve as the chairman of the Audit Committee.
The primary duties of the Audit Committee are mainly to make recommendations to the Board on
the appointment and dismissal of the external auditor, review the financial statements and
information and provide advice in respect of financial reporting and oversee the internal control
procedures of our Group.
ESG and Sustainability Committee
The ESG and Sustainability Committee currently comprises two Executive Directors (being Ms.
Wang Lin and Mr. Liu Ming) and an Independent Non-executive Director (Mr. Xiong Chuxiong).
Mr. Liu Ming was appointed as the chairman of the ESG and Sustainability Committee.
The primary functions of the ESG and Sustainability Committee are to (i) formulate our ESG and
sustainability vision, objectives, strategies and management systems, and advise our Board on
related work; (ii) identify important stakeholders of our Group and important ESG issues, and study
and make recommendations on sustainable development related business with our stakeholders; (iii)
review the key trends in ESG and related risks and opportunities, follow up on the implementation
of our ESG and sustainability efforts and ensure that our position and performance on ESG and
sustainability issues are in compliance with relevant regulations and standards.
Remuneration and Appraisal Committee
Written terms of reference of the Remuneration and Appraisal Committee have been adopted in
compliance with Rule 3.25 of the Listing Rules and paragraph E.1.2 of the CG Code. The
Remuneration and Appraisal Committee currently comprises an Executive Director (Mr. Zhou Jian)
and two Independent Non-executive Directors (being Mr. Poon Fuk Chuen and Mr. Xiong
Chuxiong). Mr. Poon Fuk Chuen was appointed as the chairman of the Remuneration and Appraisal
Committee.
The primary functions of our Remuneration and Appraisal Committee are to make recommendations
to the Board on the overall remuneration policy and the structure relating to all Directors,
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 415 –


--- page 425 ---
Supervisors and senior management of our Group, review performance-based remuneration and
ensure none of our Directors or Supervisors determines their own remuneration.
Nomination Committee
Written terms of reference of the Nomination Committee have been adopted in compliance with
paragraph B.3.1 of the CG Code. The Nomination Committee currently comprises an Executive
Director (Mr. Zhou Jian) and two Independent Non-executive Directors (being Mr. Zhao Jie and Mr.
Leung Wai Man, Roger). Mr. Zhao Jie was appointed as the chairman of the nomination committee.
The primary functions of our Nomination Committee are to review the structure, size and
composition (including the skills, knowledge and experience) of the Board at least annually and
make recommendations to the Board on any proposed changes to the Board to complement our
Group’s corporate strategy, identify individuals suitably qualified as potential Board members and
select or make recommendations to the Board on the selection of individuals nominated for
directorships, to assess the independence of our Independent Non-executive Directors, and make
recommendations to the Board on the appointment or reappointment of Directors and succession
planning of Directors, in particular that of our chief executive officer and chairman of the Board.
Strategy Committee
The Strategy Committee currently comprises an Executive Director (Mr. Zhou Jian) and two
Independent Non-executive Directors (being Mr. Zhao Jie and Mr. Xiong Y oujun). Mr. Zhou Jian
was appointed as the chairman of the strategy committee.
The primary functions of our Strategy Committee include:
(i) conducting research and making recommendations for the long-term strategic development
plans of our Group;
(ii) conducting research and making recommendations for major investment plans which are
subject to the approval of our Board;
(iii) conducting research and making recommendations for major capital operation and asset
operation projects which are subject to the approval of our Board;
(iv) reviewing the annual investment plan of our Group;
(v) conducting research and making recommendations for major investment programs which are
subject to the approval of our Board; and
(vi) other duties as conferred by our Board.
CORPORATE GOVERNANCE
Our Directors recognize the importance of good corporate governance in management and internal
procedures, so as to achieve effective accountability. Our Group will comply with the CG Code and
the Listing Rules.
Pursuant to code provision C.2.1 of the CG Code, the responsibilities between the chairman and the
chief executive officer should be segregated and should not be performed by the same individual.
Mr. Zhou currently holds both positions. Since establishment of our Group in 2012, Mr. Zhou has
been a key leadership figure of our Group and has been deeply involved in the formulation of
business strategies for and the determination of the overall direction of our Group. Taking into
account the continuation of management and the implementation of our business strategies, our
Directors (including our independent non-executive Directors) consider that it would be most
suitable for Mr. Zhou to hold both the positions of chief executive officer and the chairman of the
Board, and that the existing arrangements are beneficial to the management of our Group and are
in the interests of our Company and our Shareholders as a whole. The balance of power and
authority is ensured by the operation of the senior management and our Board, both of which
comprises experienced and high-caliber individuals. Our Board comprises four executive Directors
(including Mr. Zhou), three Non-executive Director and four Independent Non-executive Directors,
and therefore has a strong independence element in its composition.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 416 –


--- page 426 ---
Save as disclosed in “Corporate Governance” in this section, we are in compliance with all code
provisions of the CG Code. Our Directors recognize the importance of good corporate governance
in management and internal procedures so as to achieve effective accountability. Our Directors will
review our corporate governance policies and compliance with the CG Code each financial year and
comply with the “comply or explain” principle in our corporate governance report which will be
included in our annual reports after the Listing.
EQUITY INCENTIVE SCHEMES
We adopted the equity incentive schemes in order to incentivize our Directors, senior management
and other employees for their contribution to our Group and to retain suitable personnel in our
Group. Please see “Appendix VII — Statutory and General Information — D. Equity Incentive
Schemes” for further details.
BOARD DIVERSITY POLICY
Our Board has adopted a board diversity policy which sets out the approach to achieve diversity on
our Board. Our Group recognizes and embraces the benefits of having a diverse Board and sees
increasing diversity at Board level as an essential element in supporting the attainment of our
Group’s strategic objectives and sustainable development. Our Group seeks to achieve Board
diversity through the consideration of a number of factors when selecting the candidates to our
Board, including but not limited to gender, age, cultural and educational background, talent, skills,
professional experience, independence and knowledge. Our Group will also take into consideration
our own business model and specific needs from time to time. All Board appointments will be based
on merit and candidates will be considered against objective criteria, having due regard to the
benefits of diversity on our Board.
Our Directors have a balanced mix of knowledge and skills. They obtained degrees in various
majors. We have four Independent Non-executive Directors with different industry backgrounds,
representing more than one-third of the Board. Our Board comprises of one female Director and ten
male Directors. Taking into account our existing business model and specific needs as well as the
different backgrounds of our Directors, the composition of our Board satisfies our board diversity
policy.
In recognition of the particular importance of the gender diversity, we appointed one female
Director to our Board, and we will ensure that there will be at least one female Director on our
Board during the period we are listed on the Stock Exchange. Our Board will consider increasing
female members on our Board over time, subject to our Directors being satisfied with (i) the
qualification and experience of the relevant female candidate(s); and (ii) the appointment of the
relevant female candidate(s) is in the best interests of our Company and our Shareholders as a
whole. Our Nomination Committee will actively identify female candidates to become our Board
members taking into account the business needs of our Group from time to time. We will also
continue to ensure that there is gender diversity when recruiting staff at all levels of our Group,
including but without limitation at middle to senior level so that we will have a pipeline of female
senior management and potential successors to our Board in due time to ensure gender diversity of
the Board. Our Directors believe that such merit-based appointments with reference to our diversity
policy and the nature of our business will be in the best interest of our Group and its Shareholders
as a whole. To allow our Shareholders to be able to judge whether board diversity is achieved, we
will provide our Shareholders with detailed information of each candidate for appointment or
re-election to our Board through announcements and circulars published prior to general meetings
of our Group.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 417 –


--- page 427 ---
COMPLIANCE ADVISER
We have appointed Guotai Junan Capital Limited as our compliance adviser in accordance with
Rule 3A.19 of the Listing Rules. Our Compliance Adviser will provide us with guidance and advice
as to compliance with the requirements under the Listing Rules. Pursuant to Rule 3A.23 of the
Listing Rules, the compliance adviser will advise us in the following circumstances:
(i) before the publication of any regulatory announcement, circular, or financial report;
(ii) where a transaction, which might be a notifiable or connected transaction under Chapters 14
or 14A of the Listing Rules respectively, is contemplated, including share issues and share
repurchases;
(iii) where we propose to use the proceeds of the Global Offering in a manner different from that
detailed in this prospectus or where the business activities, development or results of our
Company deviate from any forecast, estimate or other information in this prospectus; and
(iv) where the Stock Exchange makes an inquiry to our Company in respect of unusual price
movement and trading volume or other issues under Rule 13.10 of the Listing Rules.
The term of appointment of our Compliance Adviser shall commence on the Listing Date and is
expected to end on the date on which we comply with Rule 13.46 of the Listing Rules in respect
of our financial results for the first full financial year commencing after the Listing Date.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 418 –


--- page 428 ---
OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, Mr. Zhou Jian, Shenzhen Sanciyuan, Mr. Xia Zuoquan, Mr. Xia
Y ongjun, Ms. Wang Lin, Shenzhen Evolution, Mr. Xiong Y oujun, Shenzhen Zhineng Y ouxuan and
Mr. Zhao Guoqun (collectively, the “ Concert Parties ”) together held approximately 52.59%
(approximately 25.48%, 3.58%, 5.63%, 2.72%, 2.02%, 9.74%, 2.04%, 0.79% and 0.61%
respectively) of the issued share capital of our Company. Each of Mr. Zhou Jian, Ms. Wang Lin and
Mr. Xiong Y oujun is an executive Director and Mr. Xia Zuoquan is a non-executive Director. Mr.
Xia Y ongjun and Mr. Zhao Guoqun are not serving as Directors as they are passive Shareholders
not involved in the day-to-day management and operations of our Group, and there are no legal or
practical impediments preventing Mr. Xia Y ongjun or Mr. Zhao Guoqun from being appointed as
Directors upon Listing.
Mr. Xia Y ongjun served as a Director from October 23, 2013 to March 29, 2019; during such time,
he only attended Board meetings and was not involved in the day-to-day management and
operations of our Group. Mr. Xia Y ongjun resigned as Director on March 29, 2019 due to personal
reasons and has not held any role with our Company after his resignation as Director. Other than
his aforesaid position as a Director, he has also served as a supervisor of Kunming UBTECH
Technology Investment Co., Ltd.* (ʮ̡), a wholly owned subsidiary of
our Company since its establishment in May 2017, for which he is responsible for exercising
supervisory duties in accordance with regulatory requirements and the articles of association of
Kunming UBTECH Technology Investment Co., Ltd.*. He has never been involved in the
day-to-day management and operations of Kunming UBTECH Technology Investment Co., Ltd.*.
Mr. Zhou Jian, through his role as the general partner of Shenzhen Sanciyuan, indirectly controls
approximately 3.58% of the issued share capital of our Company. Ms. Wang Lin, through her role
as the general partner of Shenzhen Evolution, indirectly controls approximately 9.74% of the issued
share capital of our Company. Furthermore, each of Mr. Zhao Guoqun, Mr. Xia Y ongjun, Ms. Wang
Lin, Mr. Xiong Y oujun, Mr. Xia Zuoquan and Shenzhen Zhineng Y ouxuan has entered into concert
party agreements with Mr. Zhou Jian (collectively the “ Concert Party Agreements ”), the details
of which are as set out as follows:
(i) pursuant to the Concert Party Agreements entered into between each of (i) Mr. Zhao Guoqun,
Mr. Xia Y ongjun, Ms. Wang Lin, Mr. Xiong Y oujun and Shenzhen Zhineng Y ouxuan and
(ii) Mr. Zhou Jian respectively, each of Mr. Zhao Guoqun, Mr. Xia Y ongjun, Ms. Wang Lin,
Mr. Xiong Y oujun and Shenzhen Zhineng Y ouxuan has agreed, inter alia , to entrust Mr. Zhou
Jian to exercise his/her/its rights as a Shareholder, including but not limited to (i) proposing
the appointment or removal of Director and/or Supervisors, and (ii) exercising voting rights
in Shareholders’ meetings.
(ii) pursuant to the Concert Party Agreement entered into between Mr. Xia Zuoquan and Mr. Zhou
Jian, Mr. Xia Zuoquan has agreed, inter alia , that he will act in concert in respect of issues
pertaining to the operations and development of our Company and which require approval of
the Shareholders’ pursuant to the Articles of Association and applicable laws and regulations,
including, inter alia , discussing and reaching consensus with each other before proposing to
and voting in Shareholders’ meetings and nominating Directors and/or Supervisors. If they
cannot agree on a relevant issue, whichever of them that holds more Shares shall have the right
to propose and vote on resolutions in Shareholders’ meetings.
The Concert Party Agreements shall terminate upon Mr. Zhou Jian holding less than 20% of the
issued share capital of our Company.
Immediately following the completion of the Global Offering (assuming the Over-Allotment Option
is not exercised), Mr. Zhou Jian, Shenzhen Sanciyuan, Mr. Xia Zuoquan, Mr. Xia Y ongjun, Ms.
Wang Lin, Shenzhen Evolution, Mr. Xiong Y oujun, Shenzhen Zhineng Y ouxuan and Mr. Zhao
Guoqun will be interested in approximately 51.17% (approximately 24.79%, 3.48%, 5.48%, 2.64%,
1.96%, 9.48%, 1.98%, 0.77% and 0.59% respectively) of our enlarged issued share capital, and the
Concert Parties will be a group of Controlling Shareholders.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 419 –


--- page 429 ---
INTERESTS OF THE CONTROLLING SHAREHOLDERS IN OTHER BUSINESSES
Our Controlling Shareholders confirmed that as of the Latest Practicable Date, they did not have
any interest in other business, apart from the business of our Group, which competes or is likely to
compete, directly or indirectly, with our business, which would require disclosure under Rule 8.10
of the Listing Rules.
INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Our Directors are satisfied that we are capable of carrying on our business independently from and
do not place undue reliance on our Controlling Shareholders and their respective close associates
in consideration of the following factors:
(i) Management independence
Our management and operational decisions are made by the Board and our senior management
team. The Board comprises four Executive Directors, three Non-executive Directors and four
Independent Non-executive Directors.
Notwithstanding that there is an overlap between members of the Board and the Controlling
Shareholders, we consider that the Board and senior management of our Company will be able to
function independently from the Controlling Shareholders because:
(a) each Director is aware of his or her fiduciary duties as a Director which require, among other
things, that he or she acts for the benefit and in the best interests of our Company and must
not allow any conflict between his or her duties as a Director and his or her personal interests;
(b) a majority of the members of the Board are independent from the Controlling Shareholders
and the Controlling Shareholders who are also Directors, namely Mr. Zhou Jian, Ms. Wang
Lin, Mr. Xiong Y oujun and Mr. Xia Zuoquan do not, whether acting alone or jointly, have an
absolute majority to pass any Board resolution;
(c) with four Independent Non-executive Directors out of a Board size of eleven, our Directors
believe that there is a strong element on the Board of Directors which can effectively exercise
independent judgment in order to address any situations of conflict of interest and to protect
the interests of the independent Shareholders;
(d) there is no overlap in the Independent Non-executive Directors and the directors of other
companies or entities controlled by the Controlling Shareholders, which is in line with the
corporate governance best practice in Hong Kong. The Independent Non-executive Directors
each have extensive experience in his or her respective area of expertise and have been
appointed to ensure that the decisions of the Board are made only after due consideration of
independent and impartial opinions. For their details, see “Directors, Supervisors and Senior
Management”;
(e) the Board has put in place adequate arrangements set out in this section to manage conflicts
of interest and to ensure impartial decision making, with the ultimate aim to ensure that the
interests of the Shareholders are protected. The Directors believe that the presence of
Directors who have extensive experience and from diverse backgrounds provides a balance of
views and opinions; and
(f) in the event that a Director considers that he or she should abstain from voting on a resolution
or where the counterparty involved in the relevant transaction with our Group has a connected
relationship with that Director (a “ Conflicting Transaction ”), that Director (the “ Interested
Director ”) shall abstain from voting at the relevant Board meeting in respect of the
Conflicting Transaction and shall not be counted towards its quorum. In the event that there
is a Conflicting Transaction, it shall be submitted to the Independent Non-executive Directors
(except for the Independent Non-executive Director who is himself an Interested Director) for
their consideration and approval (in addition to any applicable requirements under the Listing
Rules).
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 420 –


--- page 430 ---
Having considered the above factors, our Directors are satisfied that they are able to perform their
roles in our Company independently, and our Directors are of the view that we are capable of
managing our business independently from the Controlling Shareholders and their respective close
associates after the Global Offering.
(ii) Operational independence
We have established our own organization structure comprised of individual departments, each with
specific areas of responsibilities. We have also established internal control procedures to facilitate
the effective and efficient operation of our business. We hold our own operational resources for our
business, and we have sufficient capital, facilities, equipment and employees to operate the business
independently from the Controlling Shareholders and/or their respective close associates. We have
maintained business relationship with our customers and suppliers who are Independent Third
Parties, and do not intend to enter into any connected transactions or continuing connected
transactions with our connected persons save for the continuing connected transactions that will
continue upon Listing as are set out in the section headed “Connected Transactions” in this
prospectus. Based on the above, our Directors are of the view that there is no operational
dependence by our Group on the Controlling Shareholders.
(iii) Financial independence
Our Directors are of the view that we are able to maintain financial independence from our
Controlling Shareholders. We historically have had, and will following completion of the Global
Offering continue to have, our own financial and accounting systems. Our own finance department
is capable of discharging the treasury functions for cash receipts and payments, financial control,
accounting, reporting, group credit and internal control independently of the Controlling
Shareholders and their respective close associates.
As at June 30, 2023, the Group had total bank loans from China CITIC Bank, Shenzhen branch
amounting to approximately RMB601.9 million guaranteed by Mr. Zhou Jian, one of our
Controlling Shareholders. Please see note 41 to Appendi x I — “Accountant’s Report” for details.
We have received confirmation from China CITIC Bank, Shenzhen branch that the aforementioned
guarantees provided by Mr. Zhou Jian will be released upon Listing.
Therefore, our Directors are of the view that there will not be any financial dependence on our
Controlling Shareholders and/or any of their respective associates upon Listing.
Save as disclosed in “Independence from Our Controlling Shareholders — (iii) Financial
Independence” in this section, as of the Latest Practicable Date, there were no other outstanding
loans, advances or non-trade balances due to or from our Controlling Shareholders or their
respective close associates, nor were there any other outstanding pledges or guarantees provided for
our benefit by our Controlling Shareholders or their respective close associates. Based on the above,
our Directors are satisfied that we are able to maintain financial independence from our Controlling
Shareholders and their respective close associates.
CORPORATE GOVERNANCE MEASURES
Our Company will comply with the provisions of the Corporate Governance Code, which sets out
principles of good corporate governance.
Our Directors recognize the importance of good corporate governance in protection of our
Shareholders’ interests. We would adopt the following measures to safeguard good corporate
governance standards and to avoid potential conflict of interests between our Group and any of our
Controlling Shareholders:
(a) where a Shareholders’ meeting is to be held for considering proposed transactions in which
any of our Controlling Shareholders or any of his/her/its associates has a material interest,
such Controlling Shareholder will not vote on the resolutions and shall not be counted in the
quorum in the voting;
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 421 –


--- page 431 ---
(b) our Company has established internal control mechanisms to identify connected transactions.
Upon the Listing, if our Company enters into connected transactions with any of our
Controlling Shareholders being a connected person or any of his/her/its associates, our
Company will comply with the applicable Listing Rules;
(c) the Independent Non-executive Directors will review, on an annual basis, whether there is any
conflict of interests between the Group and any of our Controlling Shareholders (the “ Annual
Review ”) and provide impartial and professional advice to protect the interests of our minority
Shareholders;
(d) the Controlling Shareholders will undertake to provide all information necessary as required
by the Independent Non-executive Directors for the Annual Review;
(e) our Company will disclose decisions (with basis) on matters reviewed by the independent
non-executive Directors either in its annual report or by way of announcements;
(f) where our Directors reasonably request the advice of independent professionals, such as
financial advisors, the appointment of such independent professionals will be made at our
Company’s expenses; and
(g) we have appointed Guotai Junan Capital Limited as our compliance adviser 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 any of our Controlling
Shareholders, and to protect minority Shareholders’ interests after the Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
– 422 –


--- page 432 ---
So far as our Directors are aware, as of the Latest Practicable Date and immediately following the
completion of the Global Offering and Conversion of Domestic Shares into H Shares (taking no
account of any H Shares which may be issued pursuant to the exercise of the Over-Allotment
Option), the following persons had or will have or were or will be deemed or taken to have an
interest and/or short position in the Shares or underlying Shares which would be required to be
disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO, or were or will be,
directly or indirectly, 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 our Company:
Name of
Substantial
Shareholder Nature of Interest
Class of
Shares
As of the Latest
Practicable Date
Immediately following the completion of the Global
Offering and Conversion of Domestic Shares into
H Shares (taking no account of any H Shares
which may be issued pursuant to the exercise
of the Over-Allotment Option)
Number of
Shares directly
or indirectly
held
(1)
Approximate %
of the total
issued Share
capital of our
Company
Number of
Shares directly
or indirectly
held (1)
Approximate %
of the relevant
class of Shares
Approximate %
of the total
issued Share
capital of our
Company
Mr. Zhou Jian Beneficial owner Domestic
Shares
103,586,040 (L) 25.48 103,586,040 (L) 34.53 24.79
Interest in controlled
incorporation (2)
Domestic
Shares
14,538,600 (L) 3.58 14,538,600 (L) 4.85 3.48
Persons acting in
concert (3)
Domestic
Shares
95,709,960 (L) 23.54 90,020,103 (L) 30.01 21.54
H Shares — — 5,689,857 (L) 4.83 1.36
Mr. Xia Zuoquan Beneficial owner Domestic
Shares
22,888,800 (L) 5.63 22,888,800 (L) 7.63 5.48
Persons acting in
concert (3)
Domestic
Shares
190,945,800 (L) 46.97 185,255,943 (L) 61.76 44.34
H Shares — — 5,689,857 (L) 4.83 1.36
Ms. Y ang Zhilian
(เқᇳ)
Interest of spouse (4) Domestics
Shares
213,834,600 (L) 52.59 208,144,743 (L) 69.39 49.81
H Shares — — 5,689,857 (L) 4.83 1.36
Mr. Xia Y ongjun Beneficial owner Domestic
Shares
11,039,400 (L) 2.72 11,039,400 (L) 3.68 2.64
Persons acting in
concert (3)
Domestic
Shares
202,795,200 (L) 49.88 197,105,343 (L) 65.71 47.17
H Shares — — 5,689,857 (L) 4.83 1.36
Ms. Chen Chunmei
(ૠ)
Interest of spouse (5) Domestic
Shares
213,834,600 (L) 52.59 208,144,743 (L) 69.39 49.81
H Shares — — 5,689,857 (L) 4.83 1.36
Mr. Xiong Y oujun Beneficial owner Domestic
Shares
8,290,743 (L) 2.04 8,290,743 (L) 2.76 1.98
Persons acting in
concert (3)
Domestic
Shares
205,543,857 (L) 50.56 199,854,000 (L) 66.63 47.83
H Shares — — 5,689,857 (L) 4.83 1.36
Ms. Gao Y an
(৷ᝣ)
Interest of spouse (6) Domestics
Shares
213,834,600 (L) 52.59 208,144,743 (L) 69.39 49.81
H Shares — — 5,689,857 (L) 4.83 1.36
SUBSTANTIAL SHAREHOLDERS
– 423 –


--- page 433 ---
Name of
Substantial
Shareholder Nature of Interest
Class of
Shares
As of the Latest
Practicable Date
Immediately following the completion of the Global
Offering and Conversion of Domestic Shares into
H Shares (taking no account of any H Shares
which may be issued pursuant to the exercise
of the Over-Allotment Option)
Number of
Shares directly
or indirectly
held
(1)
Approximate %
of the total
issued Share
capital of our
Company
Number of
Shares directly
or indirectly
held (1)
Approximate %
of the relevant
class of Shares
Approximate %
of the total
issued Share
capital of our
Company
Ms. Wang Lin Beneficial owner Domestic
Shares
8,201,880 (L) 2.02 8,201,880 (L) 2.73 1.96
Interest in controlled
incorporation (7)
Domestic
Shares
39,599,280 (L) 9.74 39,599,280 (L) 13.20 9.48
Persons acting in
concert (3)
Domestic
Shares
166,033,440 (L) 40.84 160,343,583 (L) 53.45 38.37
H Shares — — 5,689,857 (L) 4.83 1.36
Mr. Hou Zongfang
(׳֚ڨ)
Interest of spouse (8) Domestic
Shares
213,834,600 (L) 52.59 208,144,743 (L) 69.39 49.81
H Shares — — 5,689,857 (L) 4.83 1.36
Shenzhen Zhineng
Y ouxuan
Beneficial owner Domestic
Shares
3,220,200 (L) 0.7 9———
H Shares — — 3,220,200 (L) 2.73 0.77
Persons acting in
concert (3)
Domestic
Shares
210,614,400 (L) 51.80 208,144,743 (L) 69.39 49.81
H Shares — — 2,469,657 (L) 2.10 0.59
Qianhai Honghao Interest in controlled
incorporation (9)(10)
Domestic
Shares
219,214,440 (L) 53.92 208,144,743 (L) 69.39 49.81
H Shares — — 11,069,697 (L) 9.39 2.65
Ms. Hao Ting ( ৠణ) Interest in controlled
incorporation (11)
Domestic
Shares
219,214,440 (L) 53.92 208,144,743 (L) 69.39 49.81
H Shares — — 11,069,697 (L) 9.39 2.65
Shenzhen Sunda Interest in controlled
incorporation (9)
Domestic
Shares
213,834,600 (L) 52.59 208,144,743 (L) 69.39 49.81
H Shares — — 5,689,857 (L) 4.83 1.36
Mr. Chen Jiehuai
(௓ઠଊ)
Interest in controlled
incorporation (12)
Domestic
Shares
213,834,600 (L) 52.59 208,144,743 (L) 69.39 49.81
H Shares — — 5,689,857 (L) 4.83 1.36
Golden Kapok Interest in controlled
incorporation (9)
Domestic
Shares
213,834,600 (L) 52.59 208,144,743 (L) 69.39 49.81
H Shares — — 5,689,857 (L) 4.83 1.36
Shenzhen Jinan
Holding Company
Limited*
(ٰ
ʮ̡)
(“Shenzhen
Jinan ”)
Interest in controlled
incorporation
(13)
Domestic
Shares
213,834,600 (L) 52.59 208,144,743 (L) 69.39 49.81
H Shares — — 5,689,857 (L) 4.83 1.36
SUBSTANTIAL SHAREHOLDERS
– 424 –


--- page 434 ---
Name of
Substantial
Shareholder Nature of Interest
Class of
Shares
As of the Latest
Practicable Date
Immediately following the completion of the Global
Offering and Conversion of Domestic Shares into
H Shares (taking no account of any H Shares
which may be issued pursuant to the exercise
of the Over-Allotment Option)
Number of
Shares directly
or indirectly
held
(1)
Approximate %
of the total
issued Share
capital of our
Company
Number of
Shares directly
or indirectly
held (1)
Approximate %
of the relevant
class of Shares
Approximate %
of the total
issued Share
capital of our
Company
Shenzhen Fangchen
Shiye Investment
Company Limited*
(ଉέ̹˙ԕྼุ
ʮ̡)
(“Fangchen
Shiye ”)
Interest in controlled
incorporation
(14)
Domestic
Shares
213,834,600 (L) 52.59 208,144,743 (L) 69.39 49.81
H Shares — — 5,689,857 (L) 4.83 1.36
Ms. Gao Hui ( ৷ሾ) Interest in controlled
incorporation (15)
Domestic
Shares
213,834,600 (L) 52.59 208,144,743 (L) 69.39 49.81
H Shares — — 5,689,857 (L) 4.83 1.36
Mr. Zhao Guoqun Beneficial owner Domestic
Shares
2,469,657 (L) 0.6 1———
H Shares — — 2,469,657 (L) 2.10 0.59
Persons acting in
concert (3)
Domestic
Shares
211,364,943 (L) 51.99 208,144,743 (L) 69.39 49.81
H Shares — — 3,220,200 (L) 2.73 0.77
Shenzhen Evolution Beneficial owner Domestic
Shares
39,599,280 (L) 9.74 39,599,280 (L) 13.20 9.48
Tencent Holdings
Limited
Interest in controlled
incorporations (16)
Domestic
Shares
25,661,160 (L) 6.3 1———
H Shares — — 25,661,160 (L) 21.77 6.14
Image Frame Beneficial Owner Domestic
Shares
22,128,840 (L) 5.4 4———
H Shares — — 22,128,840 (L) 18.77 5.30
QM25 Limited Beneficial owner (17) Domestic
Shares
23,681,160 (L) 5.82 11,840,580 (L) 3.95 2.83
H Shares — — 11,840,580 (L) 10.04 2.83
Qiming V enture
Partners IV , L.P .
Interest in controlled
incorporation (17)
Domestic
Shares
23,681,160 (L) 5.82 11,840,580 (L) 3.95 2.83
H Shares — — 11,840,580 (L) 10.04 2.83
Qiming GP IV , L.P . Interest in controlled
incorporation (17)
Domestic
Shares
23,681,160 (L) 5.82 11,840,580 (L) 3.95 2.83
H Shares — — 11,840,580 (L) 10.04 2.83
Qiming Corporate
GP IV , Ltd.
Interest in controlled
incorporation (17)
Domestic
Shares
23,681,160 (L) 5.82 11,840,580 (L) 3.95 2.83
H Shares — — 11,840,580 (L) 10.04 2.83
SUBSTANTIAL SHAREHOLDERS
– 425 –


--- page 435 ---
Name of
Substantial
Shareholder Nature of Interest
Class of
Shares
As of the Latest
Practicable Date
Immediately following the completion of the Global
Offering and Conversion of Domestic Shares into
H Shares (taking no account of any H Shares
which may be issued pursuant to the exercise
of the Over-Allotment Option)
Number of
Shares directly
or indirectly
held
(1)
Approximate %
of the total
issued Share
capital of our
Company
Number of
Shares directly
or indirectly
held (1)
Approximate %
of the relevant
class of Shares
Approximate %
of the total
issued Share
capital of our
Company
Liuzhou State-owned
Assets Supervision
and Administration
Commission
(“Liuzhou
SASAC ”)
Interest in controlled
corporation
(18)
Domestic
Shares
15,212,982 (L) 3.74 15,212,982 (L) 5.07 3.64
ICBC (Shenzhen) Beneficial owner Domestic
Shares
6,861,960 (L) 1.6 9———
H Shares — — 6,861,960 (L) 5.82 1.64
Notes:
(1) The letter “L” denotes the entity/person’s long position in the Shares.
(2) As at the Latest Practicable Date, Shenzhen Sanciyuan directly held 14,538,600 Domestic Shares. Mr. Zhou Jian is
the general partner of Shenzhen Sanciyuan. By virtue of the SFO, Mr. Zhou Jian is deemed to be interested in all the
Shares held by Shenzhen Sanciyuan.
(3) Each of Mr. Zhao Guoqun, Mr. Xia Y ongjun, Ms. Wang Lin, Mr. Xiong Y oujun, Mr. Xia Zuoquan and Shenzhen
Zhineng Y ouxuan has entered into a concert party agreement with Mr. Zhou Jian. For further details, see “Relationship
with our Controlling Shareholders”. By virtue of the SFO, each of Mr. Zhou Jian, Mr. Zhao Guoqun, Mr. Xia Y ongjun,
Ms. Wang Lin, Mr. Xiong Y oujun, Mr. Xia Zuoquan and Shenzhen Zhineng Y ouxuan is deemed to be interested in
all the Shares which each other is interested in.
(4) Ms. Y ang Zhilian and Mr. Xia Zuoquan are spouses, and therefore Ms. Y ang Zhilian is deemed to be interested in all
of Mr. Xia Zuoquan’s interest in our Company by virtue of the SFO.
(5) Ms. Chen Chunmei and Mr. Xia Y ongjun are spouses, and therefore Ms. Chen Chunmei is deemed to be interested
in all of Mr. Xia Y ongjun’s interests in our Company by virtue of the SFO.
(6) Ms. Gao Y an and Mr. Xiong Y oujun are spouses, and therefore Ms. Gao Y an is deemed to be interested in all of Mr.
Xiong Y oujun’s interests in our Company by virtue of the SFO.
(7) Ms. Wang Lin is the general partner of Shenzhen Evolution. By virtue of the SFO, Ms. Wang Lin is deemed to be
interested in all of the Shares held by Shenzhen Evolution.
(8) Mr. Hou Zongfang and Ms. Wang Lin are spouses, and therefore Mr. Hou Zongfang is deemed to be interested in all
of Ms. Wang Lin interests in our Company by virtue of the SFO.
(9) As of the Latest Practicable Date, Qianhai Honghao and Shenzhen Sunda were general partners of Shenzhen Zhineng
Y ouxuan, and Golden Kapok owned approximately 62.47% of the partnership interest in Shenzhen Zhineng Y ouxuan.
By virtue of the SFO, each of Qianhai Honghao, Shenzhen Sunda and Golden Kapok is deemed to be interested in
all of the interest of Shenzhen Zhineng Y ouxuan in our Company.
(10) As of the Latest Practicable Date, Shenzhen Zhineng Jiaxuan directly held 5,379,840 Domestic Shares. Qianhai
Honghao is the sole general partner of Shenzhen Zhineng Jiaxuan. By virtue of the SFO, Qianhai Honghao is deemed
to be interested in all the Shares held by Shenzhen Zhineng Jiaxuan. Accordingly, Qianhai Honghao is deemed to be
interested in an aggregate number of 219,214,440 Domestic Shares held by Shenzhen Zhineng Y ouxuan and Shenzhen
Zhineng Jiaxuan.
(11) As of the Latest Practicable Date, Qianhai Honghao was owned as to 79% by Ms. Hao Ting. By virtue of the SFO,
Ms. Hao Ting is deemed to be interested in the Shares which Qianhai Honghao is interested in.
(12) As of the Latest Practicable Date, Shenzhen Sunda was owned as to 73% by Mr. Chen Jiehuai. By virtue of the SFO,
Mr. Chen Jiehuai is deemed to be interested in the Shares which Shenzhen Sunda is interested in.
(13) As of the Latest Practicable Date, Golden Kapok was directly owned as to 90% by Shenzhen Jinan. By virtue of the
SFO, Shenzhen Jinan is deemed to be interested in the Shares which Golden Kapok is interested in.
(14) As of the Latest Practicable Date, Shenzhen Jinan was directly owned as to 53.5% by Fangchen Shiye. By virtue of
the SFO, Fangchen Shiye is deemed to be interested in the Shares which Shenzhen Jinan is interested in.
(15) As of the Latest Practicable Date, Fangchen Shiye was owned as to 90% by Ms. Gao Hui. By virtue of the SFO, Ms.
Gao Hui is deemed to be interested in the Shares which Fangchen Shiye is interested in.
(16) As of the Latest Practicable Date, Image Frame directly held 22,128,840 Shares and is wholly owned by Tencent
Holdings Limited. As of the Latest Practicable Date, Tencent SZ directly held 3,532,320 Domestic Shares. Tencent
SZ is wholly owned by Oriental Power Holdings Limited, which is in turn wholly owned by Tencent Holdings
Limited. By virtue of the SFO, Tencent Holdings Limited is deemed to be interested in an aggregate number of
25,661,160 Domestic Shares held by Image Frame and Tencent SZ.
SUBSTANTIAL SHAREHOLDERS
– 426 –


--- page 436 ---
(17) As of the Latest Practicable Date, QM25 directly held 23,681,160 Shares and is owned by Qiming V enture Partners
IV , L.P . and Qiming Managing Directors Fund IV , L.P . as to 96.94% and 3.06% respectively. Qiming GP IV , L.P . is
the general partner of Qiming V enture Partners IV , L.P ., whereas Qiming Corporate GP IV , Ltd. is the general partner
of Qiming GP IV , L.P . and Qiming Managing Directors Fund IV , L.P .
Therefore, for the purpose of the SFO, Qiming V enture Partners IV , L.P ., Qiming GP IV , L.P ., and Qiming Corporate
GP IV , Ltd. are deemed to be interested in the Shares held by QM25.
(18) As of the Latest Practicable Date, Liuzhou Industrial Fund and Liuzhou Government Investment Fund directly held
12,677,485 Shares and 2,535,497 Shares respectively, and are wholly owned by Liuzhou SASAC. Therefore, for the
purpose of the SFO, Liuzhou SASAC is deemed to be interested in the Shares held by Liuzhou Industrial Fund and
Liuzhou Government Investment Fund.
Save as disclosed in this section, our Directors are not aware of any person who, as of the Latest
Practicable Date and immediately following the completion of the Global Offering and the
Conversion of Domestic Shares into H Shares (taking no account of any H Shares which may be
issued pursuant to the exercise of the Over-Allotment Option), had or will have or were or will be
deemed or taken to have an interest and/or short position in the Shares or underlying Shares which
would be required to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO,
or were or will be, directly or indirectly, 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 the Company.
SUBSTANTIAL SHAREHOLDERS
– 427 –


--- page 437 ---
SHARE CAPITAL
As of the Latest Practicable Date, the registered capital of our Company was RMB406,568,674
divided into 406,568,674 Domestic Shares with a nominal value of RMB1.00 each, representing
100% of the total share capital of our Company.
Immediately following completion of the Global Offering, assuming the Over-Allotment Option is
not exercised, the total share capital of our Company will be as follows:
Description of Shares
Number of
Shares
Approximate
percentage of
total share
capital
Domestic Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100299,967,325 71.79%
H Shares converted from Domestic Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100106,601,349 25.51%
H Shares to be issued pursuant to the Global Offering /H1100/H1100/H110011,282,000 2.70%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100417,850,674 100.00%
Immediately following completion of the Global Offering, assuming the Over-Allotment Option is
exercised in full, the total share capital of the Company will be as follows:
Description of Shares
Number of
Shares
Approximate
percentage of
total share
capital
Domestic Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100299,967,325 71.50%
H Shares converted from Domestic Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100106,601,349 25.41%
H Shares to be issued pursuant to the Global Offering /H1100/H1100/H110012,974,300 3.09%
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100419,542,974 100.00%
The above tables assume that the Global Offering would become unconditional and be completed.
PUBLIC FLOAT
Rule 8.08(1)(b) of the Listing Rules requires that there shall be an open market for the securities
for which listing is sought, and it normally means that, where an issuer has more than one class of
securities apart from the class of securities for which listing is sought, the total securities of the
issuer held by the public (on all regulated market(s) including the Stock Exchange) at the time of
listing must be at least 25% of the issuer’s total issued share capital.
The 106,601,349 Domestic Shares held by Image Frame, QM25, ICBC (Shenzhen), Ms. Zhou Jing,
Shenzhen Zhineng Jiaxuan, Huizhi Tongtai, CDH, Ningjing Y ouxuan, Chongqing Chengwei,
Tencent SZ, Shenzhen Zhineng Y ouxuan, Huzhou Tianlangxing, Mr. Zhao Guoqun, Zhuhai
Hengqin, Chia Tai, Langma Y ongan, Chengdu Zhongrui, Beijing Tianlang Xingsu, Ningbo Jiuyou,
Huizhi Tongying, Lifu Tianda, Anqing Tongan, Jinshi Haorui, Leaguer Huarui, Zhuhai Haiyuan,
Huaying Y ouxuan, Shenzhen Songhe, Zhonghui Jinjiu, Lide Investment, Ningbo Haohong, Taian
Taiying, Hangzhou Y uanxing, Zibo Zhouhan, Beijing SINOIF, Qingdao Anyu, Hangzhou Huaxia,
Telstra V entures, and Foshan Hongtao (together as the “ Full Circulation Participating
Shareholders ”) representing approximately 26.22% of our total issued Shares as at the Latest
Practicable Date, or approximately 25.51% of our total issued Shares upon Listing (assuming the
Over-Allotment Option is not exercised), or approximately 25.41% of our total issued Shares upon
exercise of the Over-Allotment Option in full, will be converted into H Shares and listed following
the completion of the Global Offering.
SHARE CAPITAL
– 428 –


--- page 438 ---
Save as Shenzhen Zhineng Y ouxuan and Mr. Zhao Guoqun, which are our Controlling Shareholders
holding 3,220,200 and 2,469,657 Domestic Shares respectively, the Full Circulation Participating
Shareholders will not be core connected person of our Company upon Listing, are not accustomed
to take instructions from core connected persons 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, the H Shares held by them will be counted towards the public
float for the purpose of Rule 8.08 of the Listing Rules after the Listing. In total, 100,911,492
Domestic Shares to be converted to H Shares, representing 24.15% of our total issued Shares upon
completion of the Global Offering (assuming that the Over-Allotment Option is not exercised) will
count towards public float.
Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all existing
Shareholders could not dispose of any of the Shares held by them.
Based on the above, it is expected that immediately following completion of the Global Offering
and assuming the Over-Allotment Option is not exercised, the total number of listed H Shares held
by the public will represent approximately 26.85% of our total issued Shares upon Listing.
Therefore, our Company will be able to meet the minimum public float requirement under Rule 8.08
of the Listing Rules.
THE SHARES
The H Shares in issue following completion of the Global Offering and the Domestic Shares are
ordinary Shares in the share capital of the Company. H Shares may only be subscribed for and
traded in Hong Kong dollars. Domestic Shares may only be subscribed for and traded in RMB.
Apart from certain qualified domestic institutional investors in the PRC, the qualified PRC
investors under the Shanghai-Hong Kong Stock Connect, the Shenzhen-Hong Kong Stock Connect
or other persons who are entitled to hold our H Shares pursuant to relevant PRC laws and
regulations or upon approvals of any competent authorities, H Shares generally cannot be
subscribed for by or traded between legal or natural persons of the PRC. Domestic Shares, on the
other hand, can be subscribed for by and traded between legal or natural persons of the PRC and
qualified foreign institutional investors.
RANKING
Except for the differences set out in “The Shares” above, Domestic Shares and H Shares will rank
pari passu with each other in all other respects and, in particular, will rank equally for all dividends
or distributions declared, paid or made after the date of this prospectus. All dividends in respect of
the H Shares are to be paid by us in Hong Kong dollars whereas all dividends in respect of Domestic
Shares are to be paid by us in Renminbi. In addition to cash, dividends may be distributed in the
form of Shares. For holders of H Shares, dividends in the form of Shares will be distributed in the
form of additional H Shares. For holders of Domestic Shares, dividends in the form of Shares will
be distributed in the form of additional Domestic Shares.
CONVERSION OF OUR DOMESTIC SHARES INTO H SHARES
Upon completion of the Global Offering, all our Domestic Shares (other than those converting to
H Shares) are not listed or traded on any stock exchange. The holders of our Domestic Shares may
convert their Shares into H Shares provided such conversion shall have gone through any requisite
internal approval process and complied with the regulations prescribed by the securities regulatory
authorities of the State Council and the regulations, requirements and procedures prescribed by the
overseas stock exchange(s) and complete the filing process procedure with CSRC. The listing of
such converted Shares on the Stock Exchange will also require the approval of the Stock Exchange.
In accordance with the Guidelines on Application for “Full Circulation” of Domestic Unlisted
Shares of H-share Companies (2023 Amendment) ( H΅͡ሗ“ஷ”ܸ
ˏ(2023͍))( “ Full Circulation Guidelines ”) published and implemented by the CSRC on
November 14, 2019 and revised on August 10, 2023 and the Overseas Listing Trial Measures,
SHARE CAPITAL
– 429 –


--- page 439 ---
domestic unlisted shares of H-share companies (including domestic unlisted shares held by
domestic shareholders prior to the overseas listing, domestic unlisted shares further issued in the
PRC after the overseas listing and unlisted shares held by foreign shareholders) could be listed and
traded on the Stock Exchange after application to file with the CSRC. The Full Circulation
Guidelines are applicable to domestic companies listed on the Stock Exchange only and not
applicable to companies dual listed in the PRC and on the Stock Exchange.
The Company filed for application for a “full circulation” of the unlisted shares on October 10, 2023
and submitted the application reports, authorization documents of the shareholders of unlisted
shares for which an H-share “full circulation” are applied, explanation about the compliance of
share acquisition and others documents in accordance with the requirements of the CSRC.
Upon completion of the Global Offering, a total of 106,601,349 Domestic Shares held by the Full
Circulation Participating Shareholders, will be converted into H Shares on a one-for-one basis. The
conversion of these Domestic Shares into H Shares have been approved by CSRC on November 2,
2023 and an application has been made to the Listing Committee for such H Shares to be listed on
the Stock Exchange.
Based on the procedures for the conversion of our Domestic Shares into H Shares as disclosed in
this section, we can apply for the listing of all or any portion of our Domestic Shares on the Stock
Exchange as H Shares in advance of any proposed conversion to ensure that the conversion process
can be completed promptly upon notice to the Stock Exchange and delivery of Shares for entry on
the H Share register. As any listing of additional Shares after our initial listing on the Stock
Exchange is ordinarily considered by the Stock Exchange to be a purely administrative matter, it
will not require such prior application for listing at the time of our initial listing in Hong Kong.
No class Shareholder voting is required for the listing and trading of the converted Shares on the
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 Shareholders
and the public of such proposed conversion.
After all the requisite approvals have been obtained, the following procedures will need to be
completed: the relevant Domestic Shares will be withdrawn from the Share register and we will
re-register such Shares on our H Share register maintained in Hong Kong and instruct the H Share
Registrar to issue H Share certificates. Registration on our H Share register will be on the condition
that (a) our H Share Registrar lodges 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 will comply with
the Listing Rules and the General Rules of HKSCC and the HKSCC Operational Procedures in force
from time to time. Until the converted Shares are re-registered on our H Share register, such Shares
would not be listed as H Shares.
Please refer to “Risk Factors — Risks Relating to the Global Offering and our Shares — Future
sales or perceived sales of substantial amounts of our H Shares in the public market could have a
material adverse effect on the market price of our H Shares and our ability to raise additional capital
in the future.”
So far as we are aware, upon completion of the Global Offering, other than the Full Circulation
Participating Shareholders, none of our Shareholders currently proposes to convert any of their
Domestic Shares into H Shares.
SHARE CAPITAL
– 430 –


--- page 440 ---
INCREASE IN SHARE CAPITAL
As advised by the PRC Legal Adviser, pursuant to our Articles of Association and subject to the
requirements of relevant PRC laws and regulations, our Company, upon the Listing, is eligible to
enlarge its share capital by issuing either new H Shares or new Domestic Shares on condition that
such proposed issuance shall be approved by a special resolution of Shareholders in general meeting
and that such issuance complies with the Listing Rules and other relevant laws and regulations of
Hong Kong. To adopt a special resolution of Shareholders in general meeting, more than two-thirds
of the votes (including two-thirds) represented by our Shareholders (including proxies) present at
the general meeting must be exercised in favor of the resolution.
REGISTRATION OF SHARES NOT LISTED ON AN OVERSEAS STOCK EXCHANGE
According to the Guidelines for the “Full Circulation” Program for Domestic Unlisted Shares of
H-share Listed Companies (H΅͡ሗ“ஷ”ˏ) announced by the
CSRC, the domestic shareholders of unlisted shares shall handle share transfer registration in
accordance with the relevant business rules of CSDC. And H-share companies should submit
relevant status reports to the CSRC within 15 days after the shares involved in the application
completing the transfer registration in CSDC.
CIRCUMSTANCES UNDER WHICH GENERAL MEETING IS REQUIRED
For details of circumstances under which a Shareholders’ general meeting is required, see
“Appendix VI — Summary of our Articles of Association”.
SHARE CAPITAL
– 431 –


--- page 441 ---
You should read this section in conjunction with our consolidated financial information,
including the notes thereto, as set out in “Appendix I — Accountant’ s Report” to this prospectus.
The consolidated financial information has been prepared in accordance with HKFRSs.
The following discussion and analysis contains forward-looking statements that involve risks
and uncertainties. These statements are based on assumptions and analysis made by us in light
of our experience and perception of historical trends, current conditions and expected future
developments, as well as other factors we believe are appropriate under the circumstances.
However , our actual results may differ significantly from those projected in the forward-looking
statements. Factors that might cause future results to differ significantly from those projected in
the forward-looking statements include those discussed in “Risk Factors”.
The following discussion and analysis also contain certain amounts and percentage figures that
have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures preceding them and all monetary amounts
shown are approximate amounts only.
OVERVIEW
UBTech is an established robotic company based in the PRC, dedicated to the design, production,
commercialization, sales and marketing and research development (R&D) of smart service robotic
products and services. Our offerings, ranging from consumer-level robots and appliances,
enterprise-level smart service robotic products and services tailored for education, logistics and
other sectors, are equipped to different extent with smart features that sense, interact, analyze and
process human instructions and external environment such as mapping, temperature measurement
and facial recognition. According to Frost & Sullivan, we are the No. 3 in the smart service robotic
products and services industry in China (in terms of revenue) in 2022 with a market share of 2.8%,
and China’s No. 1 provider of education smart robotic products and services (in terms of revenue)
in 2022 with a market share of 22.5%.
In FY2020, FY2021, FY2022, 6M2022 and 6M2023, our total revenue was RMB740.2 million,
RMB817.2 million, RMB1,008.3 million, RMB283.5 million and RMB261.1 million, respectively.
We incurred a net loss of RMB707.0 million, RMB917.5 million, RMB987.4 million, RMB515.2
million and RMB547.9 million in FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively.
BASIS OF PREPARATION
Our historical financial information has been prepared in accordance with Hong Kong Financial
Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”). Our historical financial information has been prepared under the
historical cost convention, except for financial assets at fair value through profit or loss (“FVPL”)
and financial assets at fair value through other comprehensive income (“FVOCI”), which are
measured at fair value, and assets classified as held for sale, which are measured at the lower of
carrying amount and fair value less costs to sell.
Our preparation of the historical financial information in conformity with HKFRSs requires the use
of certain critical accounting estimates. It also requires our management to exercise their judgment
in the process of applying our Group’s accounting policies. The areas involving a higher degree of
judgment or complexity, or areas where assumptions and estimates are significant to the historical
financial information are disclosed in Note 4 to “Appendix I — Accountant’s Report”.
In preparing the historical financial information, we have consistently adopted all applicable new
and amended HKFRSs throughout all the years and periods presented except for any new or
interpretation that are not yet effective. Our management concluded, on a preliminary basis, that the
adoption of new and amended standards is not expected to have a significant impact on our Group
in the current or future reporting periods and on foreseeable future transactions.
FINANCIAL INFORMATION
– 432 –


--- page 442 ---
KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations have been and will continue to be affected by a number of factors,
including those set out below:
PRC Government’s policies supporting the smart service robotic products and services
industry
Since our revenue was derived from providing smart service robotic products and services, our
result of operation is susceptible to the government policies supporting this industry.
The smart service robotic products and services industry is considered by the Chinese government
as an important industry, and therefore it has promulgated a series of favorable policies to propel
the development of the smart service robotic products and services industry. According to Frost &
Sullivan, in recent years, the PRC government has been implementing preferential policies and
development plans to encourage the development of the smart service robotic products and services
industry. For instance, according to the “14th Five-Y ear Plan of the People’s Republic of China”
issued in 2021, breakthroughs are to be made during the period in a number of areas of core
technologies and for high-end robotic products, comprehensive indicators of machines are to reach
international advanced levels, and the performance and reliability of key components in similar
products are to reach international levels. The average annual growth of operating income of the
robotics industry is also set to exceed 20%. Moreover, the “Guiding Opinions on Accelerating
Scenario Innovation and Promoting High-quality Economic Development with High-level
Application of Artificial intelligence” issued in 2022 points out that the priority in the field of
manufacturing is to explore industrial brains, robot-assisted manufacturing, and machine vision
industrial inspection. Furthermore, the “Robot + Application Action Implementation Plan” issued
by the MIIT and various other PRC governmental departments in January 2023 proposed that the
depth and breadth of application of service robots and special robots in the industry is expected to
significantly increase, which would benefit various industry such as manufacturing, agricultural,
construction, energy, logistics, etc.; and that the ability of robots to promote high-quality economic
and social development would be significantly enhanced.
We believe these favorable policies and development plans will continue to contribute to the
development of the smart service robotic products and services industry and in particular, the
growth of our revenue from provision of smart service robotic products and services. However,
these government policies may be subject to restrictions and uncertainties beyond our control and
the PRC government may also continuously adjust and change these policies from the evolvement
of the industry. Furthermore, during the Track Record Period, we recorded government grants in
relation to funding for patents of invention and several government-sponsored projects focusing on
the research and development of technologies. Any reduction or cancelation of the favorable
government supports due to policy changes or otherwise, or any government guidance that reduces
the demand for smart service robotic products and services could jeopardize the market which may
impose a material and adverse effect on our operation.
Development and performance of the underlying industries of our customers
During the Track Record Period, we generated revenue from providing smart service robotic
products and services to various industries, in particular the education and logistics industries. For
FY2020, FY2021, FY2022, 6M2022 and 6M2023, the aggregate revenue from the education and
logistics industries accounted for 84.4%, 79.8%, 77.3%, 77.3% and 58.4% of our total revenue,
respectively. Since most of our revenue was generated from the education and logistics industries,
our result of operation is highly dependent on the changes in the education and logistics industries.
According to Frost & Sullivan, at the present stage, the programme writing education robot in
primary and secondary education mainly appears in the form of robot competition and
extracurricular robot training. Looking forward, with promotion of strengthening AI education in
China and the support of the government’s favorable policies, the number of programming
laboratories will start to increase and AI subjects will prevail in many schools and educational
FINANCIAL INFORMATION
– 433 –


--- page 443 ---
institutions. Meanwhile, education smart robots will gradually enter more and more schools and
educational institutions to cultivate students’ comprehensive ability in an all-round way and
improve their competitiveness. We believe such promotion of STEAM or AI subjects to enter more
and more schools in China has imposed a favorable impact on the demand of our products and thus,
on our revenue and result of operations. Moreover, in 2021, the General Office of the Central
Committee of the Communist Party of China and the General Office of the State Council issued the
“Opinions on Further Reducing the Burden of Students’ Homework and Off-campus Training in
Compulsory Education” (the “Double Reduction Policy”). Since the application of our education
smart robotic products and services are related to STEAM subjects instead of compulsory subjects
and are not subject to relevant restrictive policy, we believe such policy would not negatively
impact on our results of operation. However, in the future, any changes to the development of the
STEAM or AI subjects or application for education may affect the demand of our education smart
robotic products and services, which in turns affect our results of operation.
According to Frost & Sullivan, robotic automation products and services are seen as an efficient and
effective way to address the challenges brought by the rapid development of logistics and
manufacturing industries, such as the stagnation of productivity, labor shortage, increasing labor
cost and lack of digitalization, and have achieved significant growth in recent years. In order to
capture the expanding market of the logistics industry, we have provided logistic smart robotic
products and services for robotic warehouse automation to create a safer working environment and
more cost-effective productivity for businesses. Since the launch of our logistic smart robotic
products and services in late FY2020, we successfully built up business relationship with over 20
customers and end-users, some of which are EV vehicles manufacturer, intelligent equipment
manufacturer and vehicle accessories manufacturers. If certain underlying industries of our
customers and end customers were adversely affected by respective factors, our profitability may
be materially and adversely affected.
Further to the industry-specific factors, the social, political and economic environment may also
influence the demand for our smart robotic products and services. For instance, during the outbreak
of COVID-19, demand for our products which incorporated features to prevent the spread of virus
increased temporarily. Since 2020, we introduced new line of smart service robots, which are
designed to assist our customers to implement anti-pandemic measures amidst the outbreak of
COVID-19, such as the ADIBOT Series, anti-pandemic model of Cruzr and anti-pandemic model
of AIMBOT with additional functionalities, including body temperature measurement, QR code
scanning and disinfection. Thus, our revenue generated from our sale of general service smart
robots increased from RMB36.3 million in FY2020 to RMB77.4 million in FY2021, primarily due
to the increase in demand for these products amidst the outbreak of COVID-19. Moreover, we
believe the consumer demand for our consumer-level robots and other hardware devices is
susceptible to the purchasing power of consumers and market sentiment.
Leveraging our self-developed technology capabilities, we intend to further expand our product and
service portfolios to different enterprise-level and consumer-level scenarios to cater for the specific
requirements and demands for different industries. See “Future Plans and Use of Proceeds”.
Our ability to design and develop new smart service robotic products and services and to
address their respective demands
Since we are subject to change in customers’ demand from time to time, our ability to design and
develop new products and AI-related services and to address their respective demands is crucial to
our success. Our industry is characterised by rapidly evolving technology. We believe that our
future success will depend on our ability to enhance our current products and services and to
introduce new products and services that keep pace with this rapidly evolving technology. As such,
our success is susceptible to our ability to integrate new technology into our products and services,
create new products and services and adapt to changing demands of our customers in a timely
manner. In addition, we had write-down of inventories during the Track Record Period. In
particular, we have approximately 7,660 units of humanoid Alpha Mini (non-education), which
amounted to RMB16.1 million, remained in our inventories as of June 30, 2023. Such products have
FINANCIAL INFORMATION
– 434 –


--- page 444 ---
a relatively shorter life cycle due to the change in customer demand and preference and
technological changes which resulted in decrease in its net realizable value. Thus, we had total
write-down of inventories of RMB14.6 million, in relation to this product as of June 30, 2023.
As a result, we may need to invest significant resources in R&D to maintain our market position,
keep pace with technological changes and compete effectively. For FY2020, FY2021, FY2022,
6M2022 and 6M2023, our R&D expenses amounted to RMB428.8 million, RMB517.1 million,
RMB428.3 million, RMB205.0 million and RMB224.3 million, respectively. Such R&D cost
represented approximately 57.9%, 63.3%, 42.5%, 72.3% and 85.9% of our total revenue in the same
years/periods, respectively. Our failure to improve our products and services, offer new products
and services and adapt to changing demands in a timely and cost-effective manner could materially
and adversely affect our business, financial condition and results of operations.
FINANCIAL INFORMATION
– 435 –


--- page 445 ---
Revenue mix
During the Track Record Period, we generated revenue from our robotic products and services, namely (i) education smart robotic products and service s;
(ii) logistics smart robotic products and services; (iii) other sector-tailored smart robotic products and services; and (iv) consumer-level robo ts and other
hardware devices. The following table sets out our revenue, gross profit and gross profit margin by products and services during the Track Record Peri od:
FY2020 FY2021 FY2022 6M2022 6M2023
Revenue
Percentage
to revenue
Gross
profit
/(loss)
Gross
profit
/(loss)
margin Revenue
Percentage
to revenue
Gross
profit
/(loss)
Gross
profit
/(loss)
margin Revenue
Percentage
to revenue
Gross
profit
/(loss)
Gross
profit
/(loss)
margin Revenue
Percentage
to revenue
Gross
profit
/(loss)
Gross
profit
/(loss)
margin Revenue
Percentage
to revenue
Gross
profit
/(loss)
Gross
profit
/(loss)
margin
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Education smart robotic
products and services /H1100/H1100/H1100/H1100/H1100612,249 82.7 309,865 50.6 461,843 56.5 207,045 44.8 516,688 51.2 290,079 56.1 177,984 62.8 87,125 49.0 75,668 29.0 26,632 35.2
Logistics smart robotic
products and services /H1100/H1100/H1100/H1100/H110012,690 1.7 1,885 14.9 190,786 23.3 26,919 14.1 263,437 26.1 20,843 7.9 41,129 14.5 4,461 10.8 76,801 29.4 9,547 12.4
Other sector-tailored smart
robotic products and
services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110038,598 5.2 17,720 45.9 90,245 11.0 40,365 44.7 82,418 8.2 55,039 66.8 9,279 3.3 (3,239) (34.9) 22,246 8.5 8,142 36.6
Consumer-level robots and
other hardware devices /H1100/H1100/H1100/H110062,016 8.4 19,164 30.9 67,795 8.3 (17,869) (26.4) 132,448 13.1 (2,955) (2.2) 46,765 16.5 (12,596) (26.9) 85,028 32.6 13,871 16.3
Others
(Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,673 2.0 (5,316) (36.2) 6,561 0.9 696 10.6 13,281 1.4 1,657 12.5 8,366 2.9 1,936 23.1 1,396 0.5 (3,556) (254.7)
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100740,226 100.0 343,318 46.4 817,230 100.0 257,156 31.5 1,008,272 100.0 364,663 36.2 283,523 100.0 77,687 27.4 261,139 100.0 54,636 20.9
Net write-down of
inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A N/A (12,580) N/A N/A (1,203) N/A N/A (70,618) N/A N/A (38,862) N/A N/A (1,999)
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100740,226 100.0 330,738 44.7 817,230 100.0 255,953 31.3 1,008,272 100.0 294,045 29.2 283,523 100.0 38,825 13.7 261,139 100.0 52,637 20.2
Note: “Others” primarily included sales of raw materials and spare parts during the Track Record Period and sales of certain customized products (mainly be ing customized notebook and other
accessories) in FY2020.
During the Track Record Period, the fluctuation of our overall gross profit margin was mainly driven by the mix of different revenue stream, mix of diff erent
products among each products and services segment, as well as the fluctuation of gross profit margins among different revenue stream. If we fail to eva luate
and adjust our portfolio of robotic products and services offerings from time to time to focus on items with higher gross profit margins, our profitabi lity
may be materially and adversely affected.
FINANCIAL INFORMATION
– 436 –


--- page 446 ---
Competition and pricing
We face competition in the smart service robotic products and services market in China primarily
from other competitors. We believe factors that are critical to our competitiveness in this market
include strong R&D capabilities, breadth and quality of our product offerings, strong relationship
with our customers and end-users, marketing and sales channels, competitive pricing, brand
recognition, and after-sales services. We believe that we have enjoyed certain competitive
advantages as a result of our strong R&D capabilities, breadth and quality of our product offerings
at competitive prices, strong relationships with our customers and end-users, extensive sales,
marketing and services network and a high level of brand recognition, among other factors.
However, increased competition or our inability to sustain our competitive advantage could
adversely affect our results of operations.
Our pricing directly affects our revenue, average selling price, gross profit margin and results of
operations. We consider various factors, such as the different series of product lines, technological
level involved, level of customization, timing of launch and popularity of the products when pricing
our products. Since we only launched our logistics smart robotic products and services in late 2020,
as a late joiner, we decided to use low-pricing strategy to capture market share in logistics smart
robotic products and services and gain sufficient demand for our products, which enabled us to
establish our market position in the industry and ranked eighth and accounted for 2.2% of China’s
logistics and mobile smart robotic products and services industry in terms of revenue in 2022
according to Frost & Sullivan. We experienced volatility in our revenue, average selling price, gross
profit margin during the Track Record Period mainly due to the mix of different types of products
sold and market competition during each of the financial year/period.
If we have to reduce our product prices to remain competitive but fail to offset such reductions by
reducing our costs and increasing our sales volume, our profitability may be materially and
adversely affected.
For illustration purpose, we set out below a sensitivity analysis of our loss before taxation with
reference to the fluctuation on the average selling price of our smart service robotic products during
the Track Record Period. The following table hypothesizes the impact of increase or decrease in the
average selling price of our smart service robotic products on our profit or loss before taxation,
while all other factors remain unchanged:
As a result of
Hypothetical
(decrease)/
increase
loss before
taxation for
FY2020
Hypothetical
(decrease)/
increase
loss before
taxation for
FY2021
Hypothetical
(decrease)/
increase
loss before
taxation for
FY2022
Hypothetical
(decrease)/
increase
loss before
taxation for
6M2022
Hypothetical
(decrease)/
increase
loss before
taxation for
6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Hypothetical
increase/(decrease)
of 5% /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(24,969)/24,969 (20,326)/20,326 (22,117)/22,117 (7,773)/7,773 (5,854)/5,854
Hypothetical
increase/(decrease)
of 10% /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(49,937)/49,937 (40,652)/40,652 (44,234)/44,234 (15,546)/15,546 (11,709)/11,709
Hypothetical
increase/(decrease)
of 15% /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(74,906)/74,906 (60,978)/60,978 (66,351)/66,351 (23,320)/23,320 (17,563)/17,563
FINANCIAL INFORMATION
– 437 –


--- page 447 ---
Seasonality
Our revenue is subject to seasonal fluctuation. The following table sets forth our revenue by quarter
during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue
1st quarter /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110082,753 170,383 57,903 57,903 99,649
2nd quarter /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100327,380 178,592 225,620 225,620 161,490
3rd quarter /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100128,514 154,748 245,670 N/A N/A
4th quarter /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100201,579 313,507 479,079 N/A N/A
740,226 817,230 1,008,272 283,523 261,139
Typically, our sales reaches a peak in the fourth quarter, which is mainly attributed to the fact that
most of our revenue were contributed by Enterprise-level customers (over 80% of our total revenue
during the Track Record Period) who generally has a financial year ending on December 31 of the
calendar year. For example, our revenue from our logistics smart robotic products and services is
generally higher in the fourth quarter every year because our customers generally complete the
inspection and recognition of progress of projects by the fourth quarter (i.e. their respective
year-end), according to Frost & Sullivan.
On the other hand, our revenue is generally lower in the first quarter due to fewer working days in
the first quarter every year as a result of the longer statutory holidays in China for the Spring
Festival.
There is no assurance that the volume of our customers’ purchase orders will be consistent with our
expectations over each season. Accordingly, our results of operations may vary from period to
period. If we cannot effectively plan our production and delivery schedules and secure purchase
orders from our customers during non-peak seasons, our business, financial condition and results
of operations may be adversely affected. We expect that our revenue will continue to be subject to
the seasonality before reaching sizable business, for example, for our consumer-level business,
which does not subject to material seasonality.
Cost of raw materials and consumable goods used and subcontracting fee
Our cost of raw materials and consumable goods used, mainly included compliers, PCB boards,
electronic parts, plastic parts and electromechanical parts, represented the largest portion of our cost
of sales, accounted for 53.1%, 62.6%, 64.2%, 54.6% and 61.0% of our total cost of sales for
FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively. The purchase costs of our raw
materials may vary from period to period due to factors such as scarcity of supply and inflation. We
are subject to the risks of fluctuations in the price of these materials. Changes in the availability and
price of raw materials could have a significant impact on our operating costs and results of
operations.
Moreover, we also engaged subcontractors during the Track Record Period for services such as
course operation consulting services, teachers training and teaching support services. For FY2020,
FY2021, FY2022, 6M2022 and 6M2023, our subcontracting fee amounted to RMB80.3 million,
RMB105.8 million, RMB63.8 million, RMB37.6 million and RMB6.9 million, respectively,
accounted for 19.6%, 18.8%, 8.9%, 15.4% and 3.3% of our total cost of sales for the corresponding
year. We are subject to the risks of fluctuations in the subcontracting fees. Changes in the
availability and price of subcontracting work could have a significant impact on our operating costs
and results of operations.
FINANCIAL INFORMATION
– 438 –


--- page 448 ---
For illustration purpose, we set out below a sensitivity analysis of our profit or loss before taxation
with reference to the fluctuation on the total cost of raw materials and consumable goods used and
subcontracting fee during the Track Record Period. The following table hypothesizes the impact of
increase or decrease in the total cost of raw materials and consumable goods used and
subcontracting fee on our loss before taxation, while all other factors remain unchanged:
As a result of
Hypothetical
increase/
(decrease) in
loss before
taxation for
FY2020
Hypothetical
increase/
(decrease) in
loss before
taxation for
FY2021
Hypothetical
increase/
(decrease) in
loss before
taxation for
FY2022
Hypothetical
increase/
(decrease) in
loss before
taxation for
6M2022
Hypothetical
increase/
(decrease) in
loss before
taxation for
6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Hypothetical
increase/(decrease)
of 5% /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,886/(14,886) 22,857/(22,857) 26,135/(26,135) 8,558/(8,558) 6,702/(6,702)
Hypothetical
increase/(decrease)
of 10% /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,772/(29,772) 45,713/(45,713) 52,270/(52,270) 17,115/(17,115) 13,404/(13,404)
Hypothetical
increase/(decrease)
of 15% /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,658/(44,658) 68,570/(68,570) 78,405/(78,405) 25,673/(25,673) 20,106/(20,106)
MATERIAL ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES
AND JUDGMENTS
We have identified certain accounting policies that are material to the preparation of our Group’s
consolidated financial statements. Some of our accounting policies involve subjective assumptions
and estimates, as well as complex judgments relating to accounting items. In each case, the
determination of these items requires management judgments based on information and financial
data that may change in future periods. When reviewing our consolidated financial statements, you
should consider: (i) our selection of critical accounting policies; (ii) the judgments and other
uncertainties affecting the application of such policies; and (iii) the sensitivity of reported results
to changes in conditions and assumptions. For our judgment on principal versus agent
considerations and accounting estimates discussed under “Critical Accounting Estimates and
Judgments” in this section below, we had not noted material difference of our estimates from the
actual results during the Track Record Period. Also, we had not experienced any change in estimates
nor its underlying assumptions in the past. The method and assumptions on such estimates will
unlikely be changed in the future. Our material accounting policies, critical accounting estimates
and judgments, which are important for an understanding of our financial condition and results of
operations, are summarized below and the full text is set out in notes 2 and 4 of the Accountant’s
Report for details.
Material Accounting Policies
Revenue recognition
(a) Revenue from sale of products
Revenue from sales of products (mainly robotic products and hardware devices) is recognized when
we have transferred the control over products to customer, which is upon the acceptance of the
products by the customer.
Revenue from sales of products is based on the price specified in the sales contracts and a receivable
is recognized immediately when the goods are accepted as this is the point in time that the
consideration is unconditional. In some contract, the customer is granted a right of return within 7
days. Therefore, a refund liability (included in trade and other payables) and a right to the returned
goods (included in other current assets) are recognized for the products expected to be returned.
Accumulated experience is used to estimate the likelihood and provide for sales returns for the
goods sold at the time of sale.
FINANCIAL INFORMATION
– 439 –


--- page 449 ---
(b) Revenue from provision of ancillary services
Revenue from provision of services is recognized over the contracted period with customers in
which the services are provided as the customer simultaneously receive and consume the benefit
provided by our Group.
(c) Multiple performance obligations in a contract
Several contracts with customers include multiple performance obligations of sales of robotic
products and provision of ancillary services. For such arrangements, we allocate transaction price
to each performance obligation based on the relative standalone selling price. We generally
determine standalone selling prices based on the prices charged to customers when we sell it
separately in similar circumstances to similar customers. If the standalone selling price is not
directly observable, it is estimated using expected cost plus a margin or adjusted market assessment
approach, depending on the availability of observable information. Assumptions and estimations
have been made in estimating the relative selling price of each distinct performance obligation, and
changes in judgments on these assumptions and estimates may impact the revenue recognition.
Research and development expenditures
Research expenditure is recognized as an expense as incurred. Costs incurred on development
projects (relating to the design and testing of new or improved products) are capitalized as
intangible assets when recognition criteria are fulfilled. These criteria include:
 it is technically feasible to complete the software so that it will be available for use;
 management intends to complete the software and use or sell it;
 there is an ability to use or sell the software;
 it can be demonstrated how the software will generate probable future economic benefits;
 adequate technical, financial and other resources to complete the development and to use or
sell the software are available; and
 the expenditure attributable to the software during its development can be reliably measured.
Research and development expenditures that do not meet these criteria are recognized as an expense
as incurred.
Share-based compensation expenses
Certain RSUs granted to our Group’s employees will only vest at the end of certain periods after
a successful initial public offering of our Company’s shares or on certain dates. In order to
determine the amount of share-based compensation expenses over the vesting period, our Group is
required to estimate the date of listing of our Company’s share and the number of grantees that will
remain in employment with our Group by the end of the vesting periods.
Changes in these estimates and assumptions could have a material effect on the determination of the
timing and amount of RSUs to vest, which may in turn significantly impact the amount of
share-based compensation expenses for the respective years/periods.
Property, plant and equipment
Property, plant and equipment are stated at historical costs less depreciation. Historical costs
includes expenditures that are directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will
flow to us and the cost of the item can be measured reliably. All other repairs and maintenance are
charged to profit or loss during the reporting period in which they are incurred.
FINANCIAL INFORMATION
– 440 –


--- page 450 ---
Depreciation is calculated using the straight-line method to allocate their cost, net of their residual
values, over their estimated useful lives or, in the case of leasehold improvements, the shorter of
estimated useful lives and remaining lease terms as follows:
Useful lives
 Buildings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030-50 years
 Machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-10 years
 Office and other equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-8 years
 Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shorter of estimated useful lives and
remaining lease terms
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of
each reporting period.
Leases
Our Group is a lessee
Our Group’s right-of-use assets include buildings and land use rights. Lease terms are negotiated
on an individual basis and contain various terms and conditions. Contracts may contain both lease
and non-lease components. Our Group allocates the consideration in the contract to the lease and
non-lease components based on their relative stand-alone prices. Assets and liabilities arising from
a lease are initially measured on a present value basis.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot
be readily determined, which is generally the case for leases in our Group, the lessee’s incremental
borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain assets of similar value to the right-of-use assets in a similar economic
environment with similar terms, security and conditions. Lease payments are allocated between
principal and finance cost. The finance cost is charged to profit or loss over the lease period so as
to produce a constant periodic rate of interest on the remaining balance of the liability for each
period.
Right-of-use assets are generally depreciated over the shorter of the assets’ useful lives and the lease
terms on a straight-line basis. If our Group is reasonably certain to exercise a purchase option, the
right-of-use asset is depreciated over the underlying assets’ useful life.
Intangible assets
(a) Goodwill
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortized
but it is tested for impairment annually, or more frequently if events or changes in circumstances
indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gain
and loss on the disposal of a business include the carrying amount of goodwill relating to the
business sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation
is made to those cash-generating units or groups of cash-generating units that are expected to
benefit from the business combination in which the goodwill arose. The units or groups of units are
identified at the lowest level at which goodwill is monitored for internal management purposes,
being the operating segments.
(b) Trademarks, customer contracts and relationships
Separately acquired trademarks are shown at historical cost. Customer contracts and relationships
acquired in a business combination are recognized at fair value at the acquisition date. They have
a finite useful life and are subsequently carried at cost less accumulated amortization and
impairment losses.
FINANCIAL INFORMATION
– 441 –


--- page 451 ---
Based on the expected period of effective registration that can bring in economic benefit, our
management determined that the useful lives of trademarks are 10 years.
Based on the fact that the relevant service periods of the customer contracts are mainly around 3
years, our management estimates that the useful lives of customer contracts are 3 years. Based on
long-term contractual relationships between the acquired companies and their existing customers,
our management believes that the acquired companies are highly likely to continue to enter into
service contracts with these existing customers for another 3-6 years, leading to an estimate that the
useful lives of customer relationships are 3-6 years.
(c) Software
Computer software are initially recognized and measured at costs incurred to acquire and bring
them to use. They have a finite useful life and are subsequently carried at cost less accumulated
amortization and impairment losses.
(d) Amortization method and period
We amortize intangible assets finite a limited useful life using the straight-line method over the
following periods:
Useful lives
 Trademarks /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 years
 Customer contracts and relationships /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-6 years
 Software /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-5 years
Principles of consolidation and equity accounting
(a) Subsidiaries
Subsidiaries are all entities over which our Group has control. We control an entity where we are
exposed to, or has rights to, variable returns from our involvement with the entity and have the
ability to affect those returns through our power to direct the activities of the entity. Subsidiaries
are fully consolidated from the date on which control is transferred to our Group. They are
deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealized gains on transactions between group companies
are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an
impairment of the transferred asset. Accounting policies of subsidiaries have been changed when
necessary to ensure consistency with the policies adopted by our Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the
consolidated income statements, consolidated statements of comprehensive income, consolidated
statements of changes in equity and consolidated statements of financial position respectively.
(b) Equity method
Under the equity method of accounting, the investments are initially recognized at cost and adjusted
thereafter to recognize our share of the post-acquisition profits or losses of the investee in profit or
loss, and our share of movements in other comprehensive income of the investee in other
comprehensive income. Dividends received or receivable from associates and joint ventures are
recognized as a reduction in the carrying amount of the investment.
Where our share of losses in an equity-accounted investment equals or exceeds its interest in the
entity, including any other unsecured long-term receivables, we do not recognize further losses,
unless it has incurred obligations or made payments on behalf of the other entity.
FINANCIAL INFORMATION
– 442 –


--- page 452 ---
Unrealized gains on transactions between our and our equity-accounted investees are eliminated to
the extent of our interest in these entities. Unrealized losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred. Accounting policies of
equity-accounted investees have been changed where necessary to ensure consistency with the
policies adopted by our Group.
Critical Accounting Estimates and Judgments
Revenue from customer contracts with multiple performance obligations
Contracts with customers may include multiple performance obligations. For such arrangements,
our Group allocates transaction price to each performance obligation based on its relative
standalone selling price. Our Group generally determines standalone selling prices based on the
prices charged to customers when our Group sells it separately in similar circumstances to similar
customers. If the standalone selling price is not directly observable, it is estimated using expected
cost plus a margin or adjusted market assessment approach, depending on the availability of
observable information. Assumptions and estimations have been made in estimating the relative
selling price of each distinct performance obligation, and changes in judgments on these
assumptions and estimates may impact the amount of revenue recognized.
Net realizable value (“NRV”) of inventories
Our Group’s inventories are stated at the lower of cost and NRV . The management of our Group
make significant estimation in determining the NRV of inventories.
In determining the NRV of inventories, our Group evaluates customers’ orders and prevailing
market prices of finished goods, the estimated costs of completion of work in progress, estimated
contract fulfillment costs and the estimated costs necessary to make the sale. If conditions which
have impact on the NRV of inventories deteriorate, additional allowances for write-down may be
required.
Impairment of tangible non-current assets
Property, plant and equipment and right-of-use assets are reviewed for impairment whenever events
or changes in circumstances indicated that the carrying amount may not be recoverable. The
recoverable amounts have been determined based on the higher of value-in-use calculations and fair
value less costs to sell.
Management judgment is required in the area of the impairment of tangible non-current assets’
particularly in assessing: (i) whether an event has occurred that may indicate that the relevant asset
values may not be recoverable; (ii) whether the carrying value of an asset can be supported by its
recoverable amount, being the higher of fair value less costs to sell and net present value of future
cash flows which are estimated based upon the continuing use of the assets; and (iii) the appropriate
key assumptions to be applied in preparing cash flow projections including whether these cash flow
projections, are discounted using an appropriate discount rate and growth rate to use in the
calculation of the present value of the estimated future cash flows as appropriate.
Changes in relevant assumptions adopted by our Group to determine impairment may have material
impact on the estimated recoverable amount used in the impairment test, and cause impairment of
these tangible non-current assets of our Group.
Impairment of goodwill
Our Group tests annually whether goodwill has suffered any impairment in accordance with the
accounting policy. In determining whether goodwill is impaired, our Group estimates the
recoverable amount of cash generating units (“CGU”) to which goodwill has been allocated. The
recoverable amount of a CGU is determined based on value in use (“VIU”) calculations which
require the use of assumptions, including growth rate, estimated gross margin and pre-tax discount
rate. The VIU calculations use cash flow projections based on financial budgets approved by
management covering a five-year period. Cash flows beyond the five-year period are extrapolated
using estimated terminal growth rates.
FINANCIAL INFORMATION
– 443 –


--- page 453 ---
Changes in relevant assumptions adopted by our Group may have material impact on the estimated
recoverable amount used in the impairment test, and cause impairment of the goodwill of our
Group.
Measurement of ECL
The measurement of ECL for financial assets measured at amortized cost is an area that requires the
use of complex models and significant assumptions about future economic conditions and credit
behavior. A number of judgments are required in applying the accounting requirements for
measuring ECL, including the determining criteria for SICR and choosing appropriate models and
assumptions. Changes in relevant assumptions adopted by our Group may impact the ECL
recognized.
Share-based compensation expenses
Certain restricted shares units (“RSU”) granted to our employees will only vest at the end of certain
periods after a successful initial public offering of the Company’s shares or on certain dates. In
order to determine the amount of share-based compensation expenses over the vesting period, our
Group is required to estimate the date of listing of the Company’s share and the number of grantees
that will remain in employment with our Group by the end of the vesting periods.
Changes in these estimates and assumptions could have a material effect on the determination of the
timing and amount of RSUs to vest, which may in turn significantly impact the amount of
share-based compensation expenses for the respective years.
Current and deferred income taxes
Our Group is subject to income taxes in various jurisdictions. Judgment is required in determining
the provision for income taxes in each of these jurisdictions. There are transactions and calculations
during the ordinary course of business for which the ultimate tax determination is uncertain. Where
the final tax outcome of these matters is different from the amounts that were initially recorded,
such differences will impact the income tax and deferred income tax provisions in the period in
which such determination is made.
RESULTS OF OPERATIONS
The following table summarizes the consolidated income statements from the consolidated financial
statements during the Track Record Period, details of which are set out in the Accountant’s Report
to this prospectus.
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100740,226 817,230 1,008,272 283,523 261,139
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(409,488) (561,277) (714,227) (244,698) (208,502)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100330,738 255,953 294,045 38,825 52,637
Selling and marketing
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(313,298) (357,607) (361,023) (171,563) (189,848)
General and administrative
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(212,061) (325,899) (398,083) (162,461) (177,550)
Research and development
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(428,766) (517,072) (428,280) (204,995) (224,337)
Net impairment (losses)/reversal
of impairment on financial
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(40,067) (7,358) (46,386) (9,852) (8,653)
FINANCIAL INFORMATION
– 444 –


--- page 454 ---
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Other income and expenses, net /H1100/H110085,720 76,013 9,467 (7,406) 13,091
Other losses and gains, net /H1100/H1100/H1100/H1100/H1100/H1100(17,833) (6,555) (23,014) 14,147 (7,506)
Operating loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(595,567) (882,525) (953,274) (503,305) (542,166)
Finance income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,715 12,703 3,628 2,525 3,369
Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(49,104) (30,555) (26,734) (17,734) (8,828)
Finance costs, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(36,389) (17,852) (23,106) (15,209) (5,459)
Share of results of investments
accounted for using the equity
method /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(43,539) (584) 5,521 3,776 —
Loss before income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(675,495) (900,961) (970,859) (514,738) (547,625)
Income tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(31,504) (16,558) (16,509) (420) (292)
Loss for the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(706,999) (917,519) (987,368) (515,158) (547,917)
Losses attributable to:
Owners of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100(706,990) (920,180) (974,809) (509,903) (532,793)
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(9) 2,661 (12,559) (5,255) (15,124)
(706,999) (917,519) (987,368) (515,158) (547,917)
NON-HKFRS MEASURES
As to supplement our consolidated financial statements, which are presented in accordance with
HKFRSs, we also use “adjusted net loss (non-HKFRS measures)” and “adjusted EBITDA
(non-HKFRS measures)” as additional financial measures. We present this financial measure
because it is used by our management to evaluate our financial performance. We also believe this
non-HKFRS measures provide additional information to investors and others in their understanding
and evaluating our results of operations in the same manner as they help our management. However,
these non-HKFRS measures do not have a standardized meaning prescribed by HKFRSs and
therefore, they may not be comparable to similar measures presented by other companies.
FINANCIAL INFORMATION
– 445 –


--- page 455 ---
We define “adjusted net loss (non-HKFRS measure)” as loss for the year adding back share-based
compensation (being non-cash in nature) and listing expenses (which is related to the Global
Offering) during the Track Record Period. We define “adjusted EBITDA (non-HKFRS measure)”
as “adjusted net loss (non-HKFRS measure)” adding back (i) interest expenses, (ii) income tax
expense, (iii) depreciation of property, plant and equipment, depreciation of right-of-use assets and
amortization of intangible assets, which are non-cash in nature, and (iv) deducting interest income
from it.
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Reconciliation of net loss
and “adjusted net loss
(non-HKFRS measures)”
and “adjusted EBITDA
(non-HKFRS measures)”
Net loss for the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100(706,999) (917,519) (987,368) (515,158) (547,917)
Add:
Share-based compensation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064,490 156,396 204,387 114,916 179,466
Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 944 — 1,549
Adjusted net loss for the
year/period (Non-HKFRS
measure) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(642,509) (761,123) (782,037) (400,242) (366,902)
Add:
Interest expenses
(Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054,414 32,222 24,435 15,438 8,823
— Interest expenses on lease
liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,969 4,245 3,185 1,580 1,405
— Interest expenses on borrowings /H1100/H110049,853 29,811 38,688 21,894 25,311
— Interest expenses on advances from
ultimate controlling shareholder /H1100/H11005 9 2————
— Interest expenses capitalised /H1100/H1100/H1100/H1100/H1100— (1,834) (17,438) (8,036) (17,893)
Income tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,504 16,558 16,509 420 292
Depreciation of right-of-use assets /H1100/H1100/H110031,055 41,355 36,693 20,505 18,452
Depreciation of property, plant and
equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,183 54,754 51,018 26,534 22,136
Amortization of intangible assets /H1100/H1100/H1100/H11001,886 3,596 2,332 790 2,334
Less:
Finance income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,715 12,703 3,628 2,525 3,369
Adjusted EBITDA (Non-HKFRS
measure) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(490,182) (625,341) (654,678) (339,080) (318,234)
Note: Interest expenses included interest expenses on borrowings, net of amount capitalised, lease liabilities and advances
from ultimate controlling shareholder.
FINANCIAL INFORMATION
– 446 –


--- page 456 ---
Our “adjusted EBITDA (non-HKFRS measure)” increased from negative RMB490.2 million in
FY2020 to negative RMB625.3 million in FY2021 primarily due to the decrease in gross profit from
education smart robotic products and services and consumer-level robots and other hardware
devices. Our “adjusted EBITDA (non-HKFRS measures)” increased from negative RMB625.3
million in FY2021 to negative RMB654.7 million in FY2022, which was consistent with the
increased net loss in FY2022. Our “adjusted EBITDA (non-HKFRS measures)” decreased from
negative RMB339.1 million in 6M2022 to negative RMB318.2 million in 6M2023, primarily due
to the increased gross profit resulting from improved gross profit margin for other sector-tailored
smart robotic products and services and consumer-level robots and other hardware devices
segments, decreased net write-down of inventories in 6M2023 and increased share-based
compensation in 6M2023. For details of the write-down of inventories, see “Financial Information
— Description of Selected Items in Consolidated Income Statements — Cost of Sales” in this
prospectus.
DESCRIPTION OF SELECTED ITEMS IN CONSOLIDATED INCOME STATEMENTS
Revenue
During the Track Record Period, we generate revenue primarily from sales of (i) education smart
robotic products and services, (ii) logistics smart robotic products and services, (iii) other
sector-tailored smart robotic products and services and (iv) consumer-level robots and other
hardware devices. In FY2020, FY2021, FY2022, 6M2022 and 6M2023, our total revenue was
RMB740.2 million, RMB817.2 million, RMB1,008.3 million, RMB283.5 million and RMB261.1
million, respectively. The following table sets out our revenue by products and services during the
Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Education smart robotic
products and services /H1100/H1100/H1100612,249 82.7 461,843 56.5 516,688 51.2 177,984 62.8 75,668 29.0
Logistics smart robotic
products and services /H1100/H1100/H110012,690 1.7 190,786 23.3 263,437 26.1 41,129 14.5 76,801 29.4
Other sector-tailored smart
robotic products and
services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110038,598 5.2 90,245 11.0 82,418 8.2 9,279 3.3 22,246 8.5
Consumer-level robots and
other hardware devices /H1100/H110062,016 8.4 67,795 8.3 132,448 13.1 46,765 16.5 85,028 32.6
Others
(Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,673 2.0 6,561 0.9 13,281 1.4 8,366 2.9 1,396 0.5
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100740,226 100.0 817,230 100.0 1,008,272 100.0 283,523 100.0 261,139 100.0
Note: “Others” primarily included sales of raw materials and spare parts during the Track Record Period and sales of certain
customized products (mainly being customized notebook and other accessories) in FY2020.
By products and services
(i) Education smart robotic products and services
Our education smart robotic products and services are adopted in various schools at different levels
and training centres. The major customers mainly include government educational bureaus and
enterprises who purchase our education smart robotic products and services including uKit and Jimu
(education) series, humanoid Y anshee and the relevant AI curriculums and equipment for education
purposes. During the Track Record Period, our revenue from education smart robotic products and
services included (i) education hardware products and services, and software and (ii) ancillary
services.
FINANCIAL INFORMATION
– 447 –


--- page 457 ---
The following table sets forth our revenue from education smart robotic products and services during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Revenue
Sales
volume ASP Revenue
Sales
volume ASP Revenue
Sales
volume ASP Revenue
Sales
volume ASP Revenue
Sales
volume ASP
RMB’000 Unit’000
RMB/
unit RMB’000 Unit’000
RMB/
unit RMB’000 Unit’000
RMB/
unit RMB’000 Unit’000
RMB/
unit RMB’000 Unit’000
RMB/
unit
(Unaudited)
— Education hardware
products and services,
and software /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100403,702 128 3,150 254,654 68 3,740 279,874 60 4,702 100,601 22 4,646 16,504 13 1,312
— Others
(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100103,583 N/A N/A 95,752 N/A N/A 139,320 N/A N/A 26,308 N/A N/A 22,895 N/A N/A
Subtotal of education
hardware products and
services, and software /H1100/H1100/H1100507,285 350,406 419,194 126,909 39,399
Ancillary services
(2) /H1100/H1100/H1100/H1100/H1100/H1100104,964 N/A N/A 111,437 N/A N/A 97,494 N/A N/A 51,075 N/A N/A 36,269 N/A N/A
Total of education smart
robotic products and
services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100612,249 461,843 516,688 177,984 75,668
Notes:
(1) “Others” under our education smart robotic products and services segment mainly represented the sales of other accessories and purchased items, including but not limited to (i) teaching
and learning resources such as textbooks, teachers’ manuals and training modules; (ii) add-on components to our education smart robotic products to enhance their functionalities and
performance; (iii) expansion packs containing extra content and scenarios which improve user experience; and (iv) ancillary hardware such as custo mized programming notebooks and
compliers. These products are intended to enrich and diversify the use scenarios of our education smart robotic products. We generally sell them in co njunction with our education hardware
products, services and software to schools and educational institutions which wish to provide a more comprehensive curriculum and teaching environ ment for their teachers and students.
Please refer to the section headed “Business — Our Products and Services — At Enterprise level — Education Smart Robotic Products and Services” of this prospectus for further details
of the products. Average selling price is not meaningful as product types and specification vary significantly within this category. In FY2022, it in cluded sales of a tailor-made products
and services for simulating production line for vocational education purpose, of RMB27.0 million, to Customer F.
(2) “Ancillary services” of our education smart robotic products and services segment mainly included (i) providing professional team support for t eacher training and operation and utilization
of our products and services; and (ii) designing project services, themed activities and competitions. We generally sell them in conjunction with ou r education hardware products, services
and software to schools and educational institutions which wish to further customize our products and services to suit their educational objectives and/or provide training for teachers on
how to use our products and services as well as to help develop their proficiency in A.I. education. Please refer to the section headed “Business — Our Pr oducts and Services — At
Enterprise level — Education Smart Robotic Products and Services” of this prospectus for further details of such ancillary services.
FINANCIAL INFORMATION
– 448 –


--- page 458 ---
Education hardware products and services, and software
From FY2020 to FY2022, majority of our revenue from education smart robotic products and
services were generated from sales of education hardware products and services, and software,
which amounted to RMB403.7 million, RMB254.7 million and RMB279.9 million in FY2020,
FY2021 and FY2022, and accounted for 65.9%, 55.1% and 54.2% of our total revenue from
education smart robotic products and services during the respective years. Our sales of education
hardware products and services, and software, amounted to RMB100.6 million and RMB16.5
million in 6M2022 and 6M2023, respectively, accounting for 56.5% and 21.8% of our total revenue
from education smart robotic products and services during the respective periods. Thus, our revenue
from education smart robotic products and services is susceptible to (i) fluctuations in the revenue
from the sales of education hardware products and services, and software, which in turns depend
on the sales volume and quantity and the different product mix; and (ii) fluctuations in the revenue
from ancillary services, which in turns depends on the number of projects and the value of the
projects.
The revenue from sales of education hardware products and services, and software was mainly
derived from the sales of our education smart robots, including uKit and Jimu (education) Series,
humanoid Y anshee and humanoid Alpha Mini (education). We generated revenue of RMB394.6
million, RMB243.3 million, RMB270.6 million, RMB96.1 million and RMB13.7 million from the
sales of these education smart robots in FY2020, FY2021, FY2022, 6M2022 and 6M2023,
respectively, represented 64.5%, 52.7%, 52.4%, 54.0% and 18.1% of the total sales of education
smart robotic products and services in the corresponding years/periods, whilst the sales volume of
these education smart robots represented 96.8%, 97.5%, 97.4%, 97.9% and 96.6% of our total sales
volume of education hardware products and services, and software in the respective years/period.
Our revenue from education smart robotic products and services decreased by 24.6% from FY2020
to FY2021, primarily due to (i) a large sales order to Customer A for promoting the use of STEAM
products in schools in Xiamen, which did not recur in FY2021; and (ii) decrease in demand due to
the temporary suspension of schools in certain provinces in China due to force majeure events such
as pandemic in FY2021. In fact, our sales volume of education hardware products and services, and
software decreased by 60,060 units to 68,090 units in FY2021 and remained stable in FY2022, with
the increase in average selling price because we introduced some new products and upgraded
products which entailed a higher average selling price. The average selling price of education
hardware products and services, and software increased from RMB3,150 per unit in FY2020 to
RMB3,740 per unit in FY2021, and further to RMB4,700 per unit in FY2022. Such increase was
mainly driven by the increase in average selling price of our (i) uKit and Jimu (education) Series
from RMB2,610 per unit in FY2020 to RMB4,080 per unit in FY2022 primarily resulting from the
launch of new products among the series; and (ii) humanoid Y anshee from RMB11,790 per unit in
FY2020 to RMB15,950 per unit in FY2022 primarily resulting from the upgraded version of
humanoid Y anshee, with more functions and value-added services in them.
Our sales of education hardware products and services, and software decreased by RMB84.1 million
in 6M2023, primarily due to a large sales order to a customer in Shaoyang of RMB66.8 million for
promoting the use of STEAM products in schools in Shaoyang, represented total of 12,010 units,
which did not recur in 6M2023, which led to the decrease in sales volume of education hardware
products and services, and software from 21,650 units in 6M2022 to 12,580 units in 6M2023. The
average selling price of education hardware products and services, and software decreased from
RMB4,650 per unit in 6M2022 to RMB1,310 per unit in 6M2023 primarily due to the decrease in
average selling price of uKit and Jimu from RMB3,990 per unit in 6M2022 to RMB900 per unit in
6M2023 because we implemented price reductions on these products to clear out our existing
inventories in our U.S. subsidiary to facilitate the transition of our overseas sales channel to direct
distributors.
FINANCIAL INFORMATION
– 449 –


--- page 459 ---
Our revenue from others mainly represented the sales of other accessories and purchased items,
including but not limited to teaching and learning resources, add-on components to our education
smart robotic products, expansion packs and ancillary hardware, which complement our education
smart robots. Such sales represented 16.9%, 20.7%, 27.0%, 14.8% and 30.3% of our revenue from
education smart robotic products and services in FY2020, FY2021, FY2022, 6M2022 and 6M2023,
respectively. In FY2022, the revenue was relatively higher because it included sales of a tailor-made
products and services for simulating production line for vocational education purpose, of RMB27.0
million, to Customer F. Our revenue from sales of others decreased by RMB3.4 million from
6M2022 to 6M2023 primarily due to the decrease in sales of ancillary accessories of Alpha Mini
(education) of RMB4.1 million following the decrease in sales of Alpha Mini (education) in
6M2023.
Ancillary services
During the Track Record Period, our ancillary services offering mainly included (i) providing
professional team support for teacher training and operation, and utilization of our products and
services, and (ii) designing project services, themed activities and competitions.
Our revenue from provision of ancillary services generally consisted of service fee income which
was determined and quoted according to the services provided. We recorded an increasing trend of
the revenue from FY2020 to FY2021, primarily due to the increase in number of projects. Our
revenue from ancillary services were RMB105.0 million, RMB111.4 million, RMB97.5 million,
RMB51.1 million and RMB36.3 million in FY2020, FY2021, FY2022, 6M2022 and 6M2023,
respectively, which accounted for 17.1%, 24.1%, 18.9%, 28.7% and 47.9% of our revenue from
education smart robotic products and services in the respective years/periods. We had 11, 22, 18,
17 and 10 revenue-generating projects in FY2020, FY2021, FY2022, 6M2022 and 6M2023,
respectively.
FINANCIAL INFORMATION
– 450 –


--- page 460 ---
(ii) Logistics smart robotic products and services
The following table sets forth our revenue from logistics smart robotic products and services during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Revenue
Number of
project
Average
revenue per
project (Note) Revenue
Number of
project
Average
revenue per
project (Note) Revenue
Number of
project
Average
revenue per
project (Note) Revenue
Number of
project
Average
revenue per
project (Note) Revenue
Number of
project
Average
revenue per
project (Note)
RMB’000 Projects
RMB’000/
project RMB’000 Projects
RMB’000/
project RMB’000 Projects
RMB’000/
project RMB’000 Projects
RMB’000/
project RMB’000 Projects
RMB’000/
project
(Unaudited)
12,690 2 6,345 190,786 43 4,437 263,437 22 11,974 41,129 9 4,570 76,801 24 3,200
Note: The fluctuation of our average revenue per project was mainly susceptible to the request from our customers, complexity of the projects, duration of p rojects, etc.
FINANCIAL INFORMATION
– 451 –


--- page 461 ---
We generated revenue of RMB12.7 million, RMB190.8 million, RMB263.4 million, RMB41.1
million and RMB76.8 million from our logistics smart robotic products and services from two, 43,
22, nine and 24 completed projects in FY2020, FY2021, FY2022, 6M2022 and 6M2023,
respectively. Since we launched these products and services in FY2020, our number of customers
had increased from two customers in FY2020 to 12 customers in FY2021, and to nine customers in
FY2022, and increased from seven customers in 6M2022 to nine customers in 6M2023. The overall
increase in our revenue from this products and services was mainly due to the increase in demand
of manufacturing and logistics companies to achieve the automation and intellectualization of the
sorting, movement and/or storage functions of components, semi-finished products and finished
products throughout their installation and assembly processes, thus enabling them to operate in a
cost and operationally efficient and effective manner. Our revenue from logistics smart robotic
products and services is subject to seasonality and is generally higher in the fourth quarter of a year.
See “Key Factors Affecting Our Results of Operations — Seasonality” in this section.
A substantial portion of revenue from our logistics smart robotic products and services were derived
through MAE Group, our connected person. Revenue contributed by MAE Group amounted to
RMB12.4 million, RMB175.0 million, RMB251.2 million, RMB29.2 million and RMB71.4 million
in FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively, accounted for 97.6%, 91.7%,
95.4%, 70.9% and 93.0% of the revenue from our logistics smart robotic products and services. For
details of the MAE arrangements, please refer to “Business — Overlapping of Customers and
Suppliers — Overlapping relationship with MAE Group”.
(iii) Other sector-tailored smart robotic products and services
Our other sector-tailored smart robotic products and services primarily consist of (i) general service
smart robotic products and services and (ii) Walker series and other accessories, which included the
life-sized humanoid robots of Walker series.
FINANCIAL INFORMATION
– 452 –


--- page 462 ---
The following table sets forth our revenue from provision of other sector-tailored smart robotic products and services during the Track Record Perio d:
FY2020 FY2021 FY2022 6M2022 6M2023
Revenue
Sales
volume ASP Revenue
Sales
volume ASP Revenue
Sales
volume ASP Revenue
Sales
volume ASP Revenue
Sales
volume ASP
RMB’000 Unit
RMB/
unit RMB’000 Unit
RMB/
unit RMB’000 Unit
RMB/
unit RMB’000 Unit
RMB/
unit RMB’000 Unit
RMB/
unit
(Unaudited)
Other sector-tailored smart robotic products and services
— General service smart robotic products and services (1) /H1100/H1100/H110036,297 420 86,422 77,440 572 135,385 30,569 1,046 29,224 9,021 79 114,186 15,003 248 60,497
— Walker series and others (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,301 N/A N/A 12,805 N/A N/A 51,849 N/A N/A 258 N/A N/A 7,243 N/A N/A
38,598 90,245 82,418 9,279 22,246
Notes:
(1) The average selling price of general service smart robotic products and services increased from RMB86,420 per unit in FY2020 to RMB135,390 per uni t in FY2021 primarily due to the
introduction of ADIBOT, anti-pandemic model of AIMBOT and anti-pandemic model of Cruzr with additional functionalities, including body temperatu re measurement and QR code
scanning and disinfection, which entailed a relatively higher selling price. The aggregate sales volume of these products accounted for 52.3% of our total sales volume of general service
smart robotic products and services in FY2021.
The average selling price of general service smart robotic products and services then decreased to RMB29,220 per unit in FY2022 due to the change of rev enue mix where more than 70%
of our sales volume of general service smart robotic products and services in FY2022 was contributed by sales of first edition of Cruzr robots (compare d to less than 10% of our sales
volume of general service smart robotic products and services in FY2021), which entailed a relatively lower average selling price of RMB8,060 per uni t in FY2022 as our Group adjusted
the selling price of these products downward to boost their sales in order to deal with the slow-moving inventory.
The average selling price of general service smart robotic products and services decreased from RMB114,190 per unit in 6M2022 to RMB60,500 per unit in 6M2023, primarily due to
the decrease in average selling price of ADIBOT from RMB97,040 per unit in 6M2022 to RMB27,850 per unit in 6M2023 because we implemented price reductio ns on these products
to clear out our existing inventories in our U.S. subsidiary to facilitate the transition of our overseas sales channel to direct distributors and the increase in sales volume of our ADIBOT
as a percentage to our total sales volume of general service smart robotic products and services from 41.8% in 6M2022 to 77.8% in 6M2023. The decrease in average selling price was
partially offset by the sales of seven units of our new wellness and elderly care smart robotic products and services, such as walking assistance smart robot, wheelchair smart robot and
companion smart robot which were of higher average selling price. Their aggregate revenue accounted for around 44.0% of the total revenue of general s ervice smart robotic products and
services in 6M2023.
(2) Walker series and others mainly represented the sales of Walker series and accessories. Average selling price is not meaningful as product types a nd specification vary significantly within
this category. The pricing of the Walker series and others was mainly susceptible to the request from our customers, complexity of the products, durat ion of production, etc. as they are
not standardized products.
FINANCIAL INFORMATION
– 453 –


--- page 463 ---
We recognized revenue from general service smart robotic products and services of RMB36.3
million, RMB77.4 million, RMB30.6 million, RMB9.0 million and RMB15.0 million in FY2020,
FY2021, FY2022, 6M2022 and 6M2023, respectively. With our efforts in R&D, we introduced the
ADIBOT, anti-pandemic model of Cruzr and anti-pandemic model of AIMBOT with additional
functions, including body temperature measurement, screening and mask detection. We sold 14 and
32 anti-pandemic model of AIMBOT in FY2020 and FY2021, respectively. Such increase in sales
volume contributed to an increase in revenue of RMB15.3 million in FY2021. Moreover, we
launched the ADIBOT series, patrol smart robots that use Ultraviolet-C (“ UV-C”) for disinfection
and sterilization, in response to the market demand for UV-C disinfection devices amidst the
COVID-19 pandemic in FY2020 and we sold 181 units of these products in FY2021 as compared
to nil in FY2020, which contributed revenue of RMB16.8 million in the same year. As such, our
revenue from other sector-tailored smart robotic products and services increased significantly in
FY2021.
Our revenue from other sector-tailored smart robotic products and services decreased in FY2022
primarily due to decrease in average selling price of general service smart robotic products and
services from RMB135,390 per unit in FY2021 to RMB29,220 per unit in FY2022. Such decrease
was mainly due to the change of revenue mix because more than 70% of our sales volume in
FY2022 was contributed by sales of first edition of Cruzr robots (compared to less than 10% of our
sales volume in FY2021), which entailed a relatively lower average selling price of RMB8,060 per
unit in FY2022.
Our revenue from other sector-tailored smart robotic products and services increased from RMB9.3
million in 6M2022 to RMB22.2 million in 6M2023 primarily due to the sales of a tailor-made
wellness and elderly care smart robotic products and services for customers in Shenzhen and
Beijing of aggregate revenue of RMB8.1 million, which include wellness and elderly care smart
robotic products, such as walking assistance smart robot, wheelchair smart robot and companion
smart robot which were of higher average selling price, tailor-made software platform and related
services.
Backed by full-stack of technologies accumulated throughout the years, we sold our Walker-X, a
life-sized humanoid robot, in FY2022. Our revenue from Walker series and others amounted to
RMB2.3 million, RMB12.8 million, RMB51.8 million, RMB0.3 million and RMB7.2 million in
FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively. Such increase in revenue from
FY2020 to FY2021, and to FY2022, was primarily attributable to the revenue contributed by Walker
series of RMB8.8 million in FY2021, compared to RMB0.4 million in FY2020, and revenue
contributed by Walker series of RMB48.7 million in FY2022, which represented sales of (a) a
Walker, a Walker-1, a Walker-2 and two units of Walker X for educational purposes, (b) a Walker-2
for general commercial purposes such as greeting and display and (c) two units of Walker X for
general commercial purposes in FY2022. Our revenue from Walker series and others increased from
RMB0.3 million in 6M2022 to RMB7.2 million in 6M2023, primarily due to (i) the sales of a
Walker 2 humanoid robot in 6M2023 for educational purposes; and (ii) the increase in provision of
ancillary services to our customers following the sales of Walker series robots and wellness and
elderly care smart robotic products.
Our average selling price for general service smart robotic products and services increased from
RMB86,420 per unit in FY2020 to RMB135,390 per unit in FY2021, primarily due to the (i) the
average selling price of ADIBOT at RMB92,930 per unit in FY2021, which was newly launched in
FY2021; and (ii) increase in average selling price of our (a) anti-pandemic model of AIMBOT from
RMB269,920 per unit in FY2020 to RMB595,740 per unit in FY2021; and (b) A TRIS model from
RMB422,580 per unit in FY2020 to RMB568,220 per unit in FY2021. The increase in ASP for these
products was primarily due to the sales to Customer E with end users mainly representing the local
government, schools and hospitals, in FY2021 which included a number of customized value-added
services into these products, such as, customized software functions and AI algorithms. Since such
order did not recur in FY2022, the average selling price of our general service smart robotic
products and services then decreased to RMB29,220 per unit in FY2022. In FY2022, our overall
FINANCIAL INFORMATION
– 454 –


--- page 464 ---
average selling price significantly decreased compared to FY2021, primarily due to the (i) increase
in sales volume of our first edition of Cruzr robots which accounted for more than 70% of our sales
volume of general service smart robotic products and services in FY2022 (compared to less than
10% of our sales volume of general service smart robotic products and services in FY2021) and
entailed relatively lower average selling price of RMB8,060 per unit as we adjusted the selling price
downward to boost its sales in order to deal with the slow-moving inventory; and (ii) decrease in
sales volume and selling price of anti-pandemic products in FY2022. Our average selling price of
general service smart robotic products and services decreased from RMB114,190 per unit in
6M2022 to RMB60,500 per unit in 6M2023, primarily due to the decrease in average selling price
of ADIBOT from RMB97,040 per unit in 6M2022 to RMB27,850 per unit in 6M2023 because we
implemented price reductions on these products to clear out our existing inventories in our U.S.
subsidiary to facilitate the transition of our overseas sales channel to direct distributors and the
increase in sales volume of our ADIBOT as a percentage to our total sales volume of general service
smart robotic products and services from 41.8% in 6M2022 to 77.8% in 6M2023. We implemented
price reductions on the ADIBOT series in order to clear out the existing inventories in our U.S.
subsidiary to facilitate the transition of our overseas sales channel to direct distributors since our
U.S. subsidiary has disbanded its direct sales team due to non-performance and our Directors are
of the view that the financial impact of the costs associated with keeping the relevant direct sales
team of the aforementioned product (including, but not limited to, (i) salary of the direct sales team,
(ii) storage fees of inventories, (iii) marketing expenses, etc.) exceeded the one-off price reduction
in relation to the aforementioned product. The decrease in average selling price was partially offset
by the sales of seven units of our new wellness and elderly care smart robotic products and services,
such as walking assistance smart robot, wheelchair smart robot and companion smart robot which
were of higher average selling price. Their aggregate revenue accounted for around 44.0% of the
total revenue of general service smart robotic products and services in 6M2023.
(iv) Consumer-level robots and other hardware devices
During the Track Record Period, our consumer-level robots and other hardware devices included a
range of user-friendly products that are suitable for household use, namely, Jimu series
(non-education) which are designed for children to have early access to robotics and AI, and
user-friendly household devices that aim at bringing convenience to household users by saving their
time and increasing efficiency when doing household chores, such as AiRROBO vacuum cleaner.
FINANCIAL INFORMATION
– 455 –


--- page 465 ---
The following table sets forth our revenue from consumer-level robots and other hardware devices during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Revenue
Sales
volume ASP Revenue
Sales
volume ASP Revenue
Sales
volume ASP Revenue
Sales
volume ASP Revenue
Sales
volume ASP
RMB’000 Unit’000
RMB/
unit RMB’000 Unit’000
RMB/
unit RMB’000 Unit’000
RMB/
unit RMB’000 Unit’000
RMB/
unit RMB’000 Unit’000
RMB/
unit
(Unaudited)
Consumer-level robots and other
hardware devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
— Consumer-level robots and other
hardware devices /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110059,372 63 940 65,575 99 664 131,900 206 639 45,847 72 639 83,185 126 658
— Others (Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,644 N/A N/A 2,220 N/A N/A 548 N/A N/A 918 N/A N/A 1,843 N/A N/A
62,016 67,795 132,448 46,765 85,028
Note: Others mainly represented the sales of accessories and purchased parts. Average selling price is not meaningful as product types and specification v ary significantly within this category.
FINANCIAL INFORMATION
– 456 –


--- page 466 ---
From FY2020 to FY2022, our sales of consumer-level robots and other hardware devices increased
primarily due to the increase in sale volume which was mainly attributable to new products
launched each year. In FY2021, we introduced four new products, such as, a AiRROBO vacuum
cleaner, dictionary pens, smart pens and AI reading lamp, which led to the increase in sales volume
of 30,360 units and contributed revenue of RMB18.9 million in FY2021. In FY2022, the increase
in revenue was mainly attributable to the increase in revenue from AiRROBO vacuum cleaner of
RMB60.8 million, primarily due to the increase in market share resulting from our increased
promotion effort. In FY2022, we launched four new products, such as, humidifiers, air purifiers,
AiRROBO cat litter box and sensory drum kit, which led to further increase in sales volume of
41,450 units and contributed revenue of RMB17.5 million in FY2022. Our revenue from sales of
consumer-level robots and other hardware devices increased from 6M2022 to 6M2023, primarily
due to the increase in sales of humidifiers and AiRROBO cat litter box launched in FY2022, which
led to a further increase in sales volume of over 37,000 units and contributed to an increase in
revenue of RMB19.6 million in 6M2023 compared to that of 6M2022. In addition, the sales volume
of AiRROBO vacuum cleaner also increased by over 21,000 units from 6M2022 to 6M2023, which
led to an increase in revenue of RMB18.5 million from the sales of AiRROBO vacuum cleaner in
6M2023. The revenue of our AiRROBO vacuum cleaner accounted for over 45% of our total
revenue of consumer-level robots and other hardware devices for each of the FY2022, 6M2022 and
6M2023.
Nevertheless, we experienced a downward trend in our average selling price of consumer-level
robots and other hardware devices throughout the Track Record Period because (i) their
homogeneity to other similar products in the market; (ii) we sold our Alpha series at reduced prices
in order to reduce the slow-moving inventories in FY2021; and (iii) we adjusted the selling price
to our humanoid Alpha Mini (non-education) products downward to boost their sales in order to
reduce the slow-moving inventories in FY2022 and in 6M2023.
By sales channel
The following table set forth the breakdown of revenue by our sales channels during the Track
Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100649,792 87.8 697,304 85.3 866,251 85.9 234,720 82.8 164,209 62.9
Distributors and others /H1100/H1100/H1100/H1100
— Traditional
distributors (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110087,048 11.8 97,958 12.0 55,653 5.5 29,293 10.3 25,947 9.9
— Online/Offline hybrid
distributors (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100698 0.1 6,957 0.9 6,705 0.7 1,238 0.4 11,720 4.5
Self operated online stores 2,688 0.3 15,011 1.8 79,663 7.9 18,272 6.5 59,263 22.7
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100740,226 100.0 817,230 100.0 1,008,272 100.0 283,523 100.0 261,139 100.0
Notes:
(1) Revenue generated from traditional distributors also included an insignificant sales from consignees and retailers
which accounted for not more than 4.0% of our total revenue each year during the Track Record Period.
(2) Online/offline hybrid distributors mainly included sales through third party e-commerce platform (which may also
sell our products through offline stores).
FINANCIAL INFORMATION
– 457 –


--- page 467 ---
During the Track Record Period, majority of our products and services were sold through direct
sales to customers, such as government educational bureaus, manufacturer of electronic components
and intelligent vehicle equipment. These customers generally procure education and logistics smart
robotic products and services from us and sales to these customers are in line with the fluctuation
of our revenue from education and logistics smart robotic products and services. Our revenue
through direct sales accounted for 87.8%, 85.3%, 85.9%, 82.8% and 62.9% of our total revenue for
FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively. Leveraging the extensiveness of the
platforms of our distributors, we also conducted sales through traditional distributors, consignees,
retailers and online/offline hybrid distributors, which accounted for 11.9%, 12.9%, 6.2%, 10.7%
and 14.4% of our total revenue for FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively.
Our distributors mainly procured education smart robotic products and services, consumer-level
robots and other hardware devices. We also conducted sales to consumers through our self-operated
online stores in online e-commerce platforms, such as Jingdong and Tmall.
By geographical location
During the Track Record Period, majority of our sales was derived in the PRC, which accounted for
92.2%, 92.2%, 87.0%, 82.9% and 73.3% of our total revenue in FY2020, FY2021, FY2022, 6M2022
and 6M2023, respectively. Our overseas sales mainly included the sales to United States, Japan,
Belgium and Thailand, which accounted for 7.8%, 7.8%, 13.0%, 17.1% and 26.7% in FY2020,
FY2021, FY2022, 6M2022 and 6M2023, respectively.
Cost of Sales
Our cost of sales represents our cost of production and consists of costs of raw material and
consumable goods used, subcontracting fee, overhead expenses, direct labor costs and net
write-down of inventories:
 Raw material and consumable goods used: Raw material and consumable goods used include
compliers, PCB boards, electronic parts, plastic parts and electromechanical parts.
 Subcontracting fee: Subcontracting fee primarily consist of the costs incurred by the work
subcontracted to third-party suppliers. For example, we subcontracted course operation
consulting services, teachers training and teaching support services during the Track Record
Period.
 Overhead expenses: Overhead expenses represent depreciation of our production facilities and
other fixed assets used in our production process, overhead expenses incurred and utilities
used in our production process.
 Direct labor costs: Direct labor costs primarily consist of the salaries and benefits of direct
labor involved in our production.
 Installation costs: Installation costs primarily represented the costs for installation mainly for
our education smart robotic products and services.
 Net write-down of inventories: Net write-down of inventories represent the net amount of
provision due to the decrease in net realizable value and the reversal due to higher resale value
than the net realizable value. For details, see “Description of Certain Items of Consolidated
Statements of Financial Position — Inventories” in this section.
FINANCIAL INFORMATION
– 458 –


--- page 468 ---
The following table sets forth a breakdown of our cost of sales by nature during the Track Record
Period:
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Raw materials and consumable
goods used /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100217,418 53.1 351,333 62.6 458,890 64.2 133,553 54.6 127,094 61.0
Subcontracting fee /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110080,301 19.6 105,798 18.8 63,811 8.9 37,600 15.4 6,943 3.3
Overhead expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054,703 13.4 74,839 13.3 68,747 9.7 25,412 10.4 40,023 19.2
Direct labor costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,507 6.2 17,855 3.2 40,120 5.6 8,721 3.6 28,340 13.6
Installation costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,979 4.6 10,249 1.9 12,041 1.7 550 0.1 4,103 1.9
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100396,908 96.9 560,074 99.8 643,609 90.1 205,836 84.1 206,503 99.0
Net write-down of inventories /H1100/H1100/H1100/H110012,580 3.1 1,203 0.2 70,618 9.9 38,862 15.9 1,999 1.0
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100409,488 100.0 561,277 100.0 714,227 100.0 244,698 100.0 208,502 100.0
In FY2020, FY2021, FY2022, 6M2022 and 6M2023, our cost of sales was RMB409.5 million,
RMB561.3 million, RMB714.2 million, RMB244.7 million and RMB208.5 million, respectively,
accounting for 55.3%, 68.7%, 70.8%, 86.3% and 79.8% of our total revenue for the same
years/periods, respectively.
The following table sets forth a breakdown of our cost of sales by products and services during the
Track Record Period.
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Education smart robotic products
and services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100302,384 73.8 254,798 45.4 226,609 31.7 90,859 37.1 49,036 23.5
Logistics smart robotic products
and services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,805 2.6 163,867 29.2 242,594 34.0 36,668 15.0 67,254 32.3
Other sector-tailored smart robotic
products and services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,878 5.1 49,880 8.9 27,379 3.8 12,518 5.1 14,104 6.8
Consumer-level robots and
applications /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110042,852 10.5 85,664 15.3 135,403 19.0 59,361 24.3 71,157 34.0
Others (Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,989 4.9 5,865 1.0 11,624 1.6 6,430 2.6 4,952 2.4
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100396,908 96.9 560,074 99.8 643,609 90.1 205,836 84.1 206,503 99.0
Net write-down of inventories /H1100/H1100/H110012,580 3.1 1,203 0.2 70,618 9.9 38,862 15.9 1,999 1.0
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100409,488 100.0 561,277 100.0 714,227 100.0 244,698 100.0 208,502 100.0
Note: “Others” primarily included sales of raw materials and spare parts during the Track Record Period and sales of certain
customized products (mainly being customized notebook and other accessories) in FY2020.
During the Track Record Period, the fluctuation in our cost of sales (before the net write-down of
inventories) was generally in line with the fluctuation in our revenue.
FINANCIAL INFORMATION
– 459 –


--- page 469 ---
(i) Education smart robotic products and services
The following table sets forth our cost of sales of our education smart robotic products and services during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Cost of
sales
Sales
volume
Average
cost
Cost of
sales
Sales
volume
Average
cost
Cost of
sales
Sales
volume
Average
cost
Cost of
sales
Sales
volume
Average
cost
Cost of
sales
Sales
volume
Average
cost
RMB’000 Unit’000 RMB/unit RMB’000 Unit’000 RMB/unit RMB’000 Unit’000 RMB/unit RMB’000 Unit’000 RMB/unit RMB’000 Unit’000 RMB/unit
(Unaudited)
— Education hardware products and
services, and software /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100137,409 128 1,072 96,400 68 1,416 102,273 60 1,718 37,904 22 1,751 17,598 13 1,399
— Others (Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090,516 N/A N/A 69,049 N/A N/A 68,523 N/A N/A 16,270 N/A N/A 18,358 N/A N/A
Subtotal of education hardware
products and services, and software /H1100 227,925 165,449 170,796 54,174 35,956
Ancillary services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110074,459 N/A N/A 89,349 N/A N/A 55,813 N/A N/A 36,685 N/A N/A 13,080 N/A N/A
Total of education smart robotic
products and services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100302,384 254,798 226,609 90,859 49,036
Note: Others mainly represented the sales of other accessories and purchased items, including but not limited to teaching and learning resources, add-on c omponents to our education smart robotic
products, expansion packs and ancillary hardware. Average cost per unit is not meaningful as product types and specification vary significantly wit hin this category.
The fluctuation in our cost of sales of our education smart robotic products and services was generally in line with the fluctuation in its revenue. The average
cost per unit sold for our education hardware products and services, and software generally increased from FY2020 to FY2022, which was mainly due to
increase in average cost per unit of our uKit and Jimu (education) Series and humanoid Y anshee because we included more functions and value-added
services in them, such as, analyzing teaching results through the account system and cloud platform records, providing a platform for displaying res ults,
supporting sensor application knowledge, graphical programming, code programming, basic circuit design, etc.. Our average cost per unit decrease d from
6M2022 to 6M2023, primarily due to the change of product mix because of the increase in sales volume contribution from uKit and Jimu (education) Series
in 6M2023, which had a relatively lower average cost per unit of RMB1,170 per unit in 6M2023. The sales volume of our uKit and Jimu (education) Series
accounted for 92.5% of our total sales volume of education hardware products and services, and software in 6M2023, while the same accounted for 83.8%
in 6M2022.
FINANCIAL INFORMATION
– 460 –


--- page 470 ---
(ii) Logistics smart robotic products and services
We recorded costs of sales of our logistics smart robotic products and services of RMB10.8 million, RMB163.9 million, RMB242.6 million, RMB36.7
million and RMB67.3 million. Such fluctuation was generally in line with the fluctuation in its revenue except for FY2022. See “Gross profit and Gross
profit margin” below.
(iii) Other sector-tailored smart robotic products and services
The following table sets forth our cost of sales of our other sector-tailored smart robotic products and services during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Cost of
sales
Sales
volume
Average
cost
Cost of
sales
Sales
volume
Average
cost
Cost of
sales
Sales
volume
Average
cost
Cost of
sales
Sales
volume
Average
cost
Cost of
sales
Sales
volume
Average
cost
RMB’000 Unit RMB/unit RMB’000 Unit RMB/unit RMB’000 Unit RMB/unit RMB’000 Unit RMB/unit RMB’000 Unit RMB/unit
(Unaudited)
Other sector-tailored smart robotic
products and services
— General service smart robotic
products and services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,722 420 44,576 41,583 572 72,697 15,142 1,046 14,476 9,009 79 114,037 10,570 248 42,621
— Walker series and others (Note) /H1100/H1100/H1100/H1100/H1100/H11002,156 N/A N/A 8,297 N/A N/A 12,237 N/A N/A 3,509 N/A N/A 3,534 N/A N/A
20,878 49,880 27,379 12,518 14,104
Note: Walker series and others mainly represented the sales of Walker series and accessories. Average cost per unit is not meaningful as product types and sp ecification vary significantly within
this category.
The fluctuation in our cost of sales of our other sector-tailored smart robotic products and services was generally in line with the fluctuation in its revenue.
The average cost per unit sold for our other sector-tailored smart robotic products and services increased from FY2020 to FY2021, primarily due to pro duct
mix because we sold more products with higher average cost per unit due to more functions and value-added services were included in these products, suc h
as, anti-pandemic model of AIMBOT series and A TRIS series for a customized order to Customer E; and ADIBOT series that use UV-C in FY2021. The
average cost per unit decreased in FY2022 primarily due to the increase in sales volume of first edition of Cruzr robots of 662 units which entailed a
relatively lower average cost per unit, at RMB5,860 per unit in FY2022. Such increase in sales of first edition of Cruzr robots in FY2022 was primarily
attributable to sales to a customer at lower selling price to reduce slow-moving inventories. The average cost per unit decreased from 6M2022 to 6M202 3
primarily due to the (i) change in product mix because we sold more products of ADIBOT with lower average cost per unit among other sector-tailored
smart robotic products and services; and (ii) decrease in cost per unit of our Cruzr series resulting from decrease in scrap in 6M2023.
FINANCIAL INFORMATION
– 461 –


--- page 471 ---
(iv) Consumer-level robots and other hardware devices
The following table sets forth our cost of sales of our consumer-level robots and other hardware devices during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Cost of
sales
Sales
volume
Average
cost
Cost of
sales
Sales
volume
Average
cost
Cost of
sales
Sales
volume
Average
cost
Cost of
sales
Sales
volume
Average
cost
Cost of
sales
Sales
volume
Average
cost
RMB’000 Unit’000 RMB/unit RMB’000 Unit’000 RMB/unit RMB’000 Unit’000 RMB/unit RMB’000 Unit’000 RMB/unit RMB’000 Unit’000 RMB/unit
(Unaudited)
Consumer-level robots
and other hardware
devices
— Consumer-level
robots and other
hardware devices /H1100/H1100/H1100/H110041,196 63 652 79,974 99 809 132,976 206 644 58,789 72 820 70,497 126 558
— Others
(Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,656 N/A N/A 5,690 N/A N/A 2,427 N/A N/A 572 N/A N/A 660 N/A N/A
42,852 85,664 135,403 59,361 71,157
Note: Others mainly represented the sales of accessories and purchased parts. Average cost per unit is not meaningful as product types and specification va ry significantly within this category.
The fluctuation in our cost of sales of our consumer-level robots and other hardware devices was generally in line with the fluctuation in its revenue. The
average cost per unit for our consumer-level robots and other hardware devices increased from FY2020 to FY2021, primarily due to product mix because
we sold more humanoid Alpha-Mini (non-education) products that had relatively higher average cost per unit due to higher production cost of these pro ducts.
Our average cost per unit decreased in FY2022, primarily due to product mix because we sold more AiRROBO vacuum cleaner in FY2022, which had
relatively lower cost per unit. Our average cost per unit then further decreased in 6M2023, primarily due to change of our product mix because we sold
more AiRROBO vacuum cleaner, humidifiers and AiRROBO cat litter box in 6M2023, which had relatively lower cost per unit.
Net write-down of inventories
We had net write-down of inventories of RMB12.6 million, RMB1.2 million, RMB70.6 million, RMB38.9 million and RMB2.0 million in FY2020, FY2021,
FY2022, 6M2022 and 6M2023, respectively. Our net write-down of inventories were relatively higher in FY2020 and FY2022, because we made provisions
to our first edition of Cruzr robots in FY2020 and humanoid Alpha Mini (non-education) in FY2022, as a result of the lowered selling price to boost their
sales in order to reduce their slow-moving inventories.
FINANCIAL INFORMATION
– 462 –


--- page 472 ---
Gross Profit and Gross Profit Margin
The following table sets forth our gross profit and gross profit margin by products and services
during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Gross profit
/(loss)
Gross
profit
/(loss)
margin
Gross profit
/(loss)
Gross
profit
/(loss)
margin
Gross profit
/(loss)
Gross
profit
/(loss)
margin
Gross profit
/(loss)
Gross
profit
/(loss)
margin
Gross profit
/(loss)
Gross
profit
/(loss)
margin
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Education smart
robotic products
and services /H1100/H1100/H1100/H1100/H1100309,865 50.6 207,045 44.8 290,079 56.1 87,125 49.0 26,632 35.2
Logistics smart
robotic products
and services /H1100/H1100/H1100/H1100/H11001,885 14.9 26,919 14.1 20,843 7.9 4,461 10.8 9,547 12.4
Other sector-tailored
smart robotic
products and
services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,720 45.9 40,365 44.7 55,039 66.8 (3,239) (34.9) 8,142 36.6
Consumer-level
robots and other
hardware devices /H1100 19,164 30.9 (17,869) (26.4) (2,955) (2.2) (12,596) (26.9) 13,871 16.3
Others
(Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,316) (36.2) 696 10.6 1,657 12.5 1,936 23.1 (3,556) (254.7)
Sub-total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100343,318 46.4 257,156 31.5 364,663 36.2 77,687 27.4 54,636 20.9
Net write-down of
inventories /H1100/H1100/H1100/H1100/H1100/H1100(12,580) (1,203) (70,618) (38,862) (1,999)
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100330,738 44.7 255,953 31.3 294,045 29.2 38,825 13.7 52,637 20.2
Note: “Others” primarily included sales of raw materials and spare parts during the Track Record Period and sales of certain
customized products (mainly being customized notebook and other accessories) in FY2020. The gross loss attained
in FY2020 was primarily due to sales of certain customized products at loss, which are no longer used by us. The
gross loss attained from others in 6M2023 was primarily due to the scrap of certain raw materials in 6M2023.
In FY2020, FY2021, FY2022, 6M2022 and 6M2023, our gross profit before net write-down of
inventories were RMB343.3 million, RMB257.2 million, RMB364.7 million, RMB77.7 million and
RMB54.6 million, respectively, and the respective gross profit margins were 46.4%, 31.5%, 36.2%,
27.4% and 20.9% in the respective years/periods. Our gross profit before net write-down of
inventories fluctuated during the Track Record Period mainly due to (i) the sales of products with
different gross profit margin; (ii) the gross loss attained from the sales of consumer-level robots and
other hardware devices in FY2021 and FY2022; (iii) the gross loss attained from the sales of others
in FY2020; and (iv) the gross loss attained from other sector-tailored smart robotic products and
services and consumer-level robots and other hardware devices in 6M2022.
In FY2020, FY2021, FY2022, 6M2022 and 6M2023, we recorded net write-down of inventories of
RMB12.6 million, RMB1.2 million, RMB70.6 million, RMB38.9 million and RMB2.0 million,
respectively. See “Cost of sales — Net write-down of inventories” above.
As a result, our overall gross profits were RMB330.7 million, RMB256.0 million, RMB294.0
million, RMB38.8 million and RMB52.6 million in FY2020, FY2021, FY2022, 6M2022 and
6M2023, respectively, and the respective gross profit margins were 44.7%, 31.3%, 29.2%, 13.7%
and 20.2% in the respective years/period.
FINANCIAL INFORMATION
– 463 –


--- page 473 ---
(i) Education smart robotic products and services
The following table sets forth our gross profit and gross profit margin of our education smart robotic
products and services during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Gross
profit/(loss)
Gross
profit
/(loss)
margin
Gross
profit/(loss)
Gross
profit
/(loss)
margin
Gross
profit/(loss)
Gross
profit
/(loss)
margin
Gross
profit/(loss)
Gross
profit
/(loss)
margin
Gross
profit/(loss)
Gross
profit
/(loss)
margin
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
— Education
hardware products
and services, and
software /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100266,293 66.0 158,254 62.1 177,601 63.5 62,697 62.3 (1,094) (6.6)
— Others
(1) /H1100/H1100/H1100/H1100/H1100/H1100/H110013,067 12.6 26,703 27.9 70,797 50.8 10,038 38.2 4,537 19.8
Subtotal of
education
hardware products
and services, and
software /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100279,360 55.1 184,957 52.8 248,398 59.3 72,735 57.3 3,443 8.7
Ancillary
services
(2) /H1100/H1100/H1100/H1100/H1100/H1100/H110030,505 29.1 22,088 19.8 41,681 42.8 14,390 28.2 23,189 63.9
309,865 50.6 207,045 44.8 290,079 56.1 87,125 49.0 26,632 35.2
Notes:
(1) “Others” under our education smart robotic products and services segment mainly represented the sales of other
accessories and purchased items, including but not limited to (i) teaching and learning resources such as textbooks,
teachers’ manuals and training modules; (ii) add-on components to our education smart robotic products to enhance
their functionalities and performance; (iii) expansion packs containing extra content and scenarios which improve
user experience; and (iv) ancillary hardware such as customized programming notebooks and compliers. These
products are intended to enrich and diversify the use scenarios of our education smart robotic products. We generally
sell them in conjunction with our education hardware products, services and software to schools and educational
institutions which wish to provide a more comprehensive curriculum and teaching environment for their teachers and
students. Please refer to the section headed “Business — Our Products and Services — At Enterprise level —
Education Smart Robotic Products and Services” of this prospectus for further details of the products. Average selling
price is not meaningful as product types and specification vary significantly within this category. In FY2022, it
included sales of a tailor-made products and services for simulating production line for vocational education purpose,
of RMB27.0 million, to Customer F.
(2) “Ancillary services” of our education smart robotic products and services segment mainly included (i) providing
professional team support for teacher training and operation and utilization of our products and services; and (ii)
designing project services, themed activities and competitions. We generally sell them in conjunction with our
education hardware products, services and software to schools and educational institutions which wish to further
customize our products and services to suit their educational objectives and/or provide training for teachers on how
to use our products and services as well as to help develop their proficiency in A.I. education. Please refer to the
section headed “Business — Our Products and Services — At Enterprise level — Education Smart Robotic Products
and Services” of this prospectus for further details of such ancillary services.
Our education smart robotic products and services represented majority of our total gross profit.
The gross profit margin decreased in FY2021, primarily due to decrease in gross profit margin from
education hardware products and services, and software, primarily due to the relatively higher gross
profit margin of 58.1% attained from a large sales order to Customer A in FY2020 for promoting
STEAM products to schools in Xiamen, including uKit and Jimu (education) Series, humanoid
Y anshee and humanoid Alpha Mini (education), of which the total revenue from Customer A among
the education smart robotic products and services accounted for 44.1% of our total revenue from
education smart robotic products and services in FY2020. The gross profit margin from ancillary
services decreased from 29.1% in FY2020 to 19.8% in FY2021, mainly due to the increase in
number of projects which attained a relatively lower gross profit margin in FY2021.
FINANCIAL INFORMATION
– 464 –


--- page 474 ---
The gross profit margin from sales of education smart robotic products and services increased in
FY2022, primarily due to the increase in gross profit margin from (i) others from 27.9% in FY2021
to 50.8% in FY2022, primarily due to the sales of a tailor-made products and services for simulating
production line for vocational education purpose to Customer F of RMB27.0 million in FY2022;
and (ii) ancillary services mainly resulting from the decrease in subcontracting fees upon the
acquisition of Shanghai UBJ, which became our subsidiary in July 2022.
The gross profit margin from sales of education smart robotic products and services decreased from
6M2022 to 6M2023, primarily due to the decrease in (i) gross profit margin from education
hardware products and services, and software - from a gross profit margin of 62.3% in 6M2022 to
a gross loss margin of 6.6% in 6M2023, as a result of the (a) decrease in average selling price of
our uKit and Jimu (education) Series because we implemented price reductions on these products
to clear out our existing inventories in our U.S. subsidiary to facilitate the transition of our overseas
sales channel to direct distributors, which had a significant impact on the gross profit margin of our
education smart robotic products and services segment, as the majority of the large contract value
of education smart robotic products and services projects for FY2023 was secured after June 30,
2023 which has resulted in a relatively low revenue base of our education smart robotic products
and services segment in 6M2023. Such sales comprised of approximately 6,000 units of our uKit
and Jimu (education) Series which generated approximately RMB1.3 million of revenue at a cost
of sale of approximately RMB6.6 million, amounting to gross loss margin of approximately
427.6%. However, we believe that the gross loss margin of our education hardware products and
services, and software in 6M2023 will be turned around to a gross profit margin due to the one-off
nature of such price reductions and the average selling price of education smart robotic products and
services projects with large contract value that we have secured after June 30, 2023 is not affected
by such price reductions; and (b) relatively high gross profit margin of 69.5% attained from a large
sales order to a customer in Shaoyang in 6M2022 for promoting STEAM products to schools in
Shaoyang, including uKit and Jimu (education) Series, humanoid Y anshee and humanoid Alpha
Mini (education), of which the total revenue from such customer among the education smart robotic
products and services accounted for 66.4% of our total revenue from education hardware products
and services, and software in 6M2022, which did not recur in 6M2023; and (ii) gross profit margin
from others from 38.2% in 6M2022 to 19.8% in 6M2023, primarily due to the decrease in revenue
from sales of accessories for Alpha Mini (education) and uKit and Jimu (education) of RMB4.1
million and RMB2.1 million, respectively, which had a relatively higher gross profit margin of over
50% in 6M2022. The decrease in gross profit margin was partially offset by the increase in gross
profit margin from our ancillary services from 28.2% in 6M2022 to 63.9% in 6M2023, mainly
resulting from the decrease in subcontracting fees upon the acquisition of Shanghai UBJ, which
became our subsidiary in July 2022.
(ii) Logistics smart robotic products and services
Our gross profit margin from sales of logistics smart robotic products and services were 14.9%,
14.1%, 7.9%, 10.8% and 12.4% in FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively.
The logistics smart robotic products and services attained relatively lower gross profit margin
compared to other types of products and services was primarily due to (i) lower pricing as we faced
down-stream price pressure from our major end-users in automobile industry which have stronger
bargaining power; and (ii) higher raw material costs incurred in the logistics installation and testing
works. Our gross profit margin decreased to 7.9% in FY2022, primarily due to the relatively lower
gross profit of under 2.0% from each of the three new projects obtained and completed in FY2022
for an end-user in automobile industry which contributed revenue of RMB58.3 million, in order for
us to retain such end-user. Our gross profit margin increased from 6M2022 to 6M2023, primarily
due to the relatively higher gross profit of over 20% from a project completed in 6M2023 which
contributed revenue of RMB18.1 million.
FINANCIAL INFORMATION
– 465 –


--- page 475 ---
(iii) Other sector-tailored smart robotic products and services
The following table sets forth our gross profit and gross profit margin of our other sector-tailored
smart robotic products and services during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Gross
profit/(loss)
Gross
profit
/(loss)
margin
Gross
profit/(loss)
Gross
profit
/(loss)
margin
Gross
profit/(loss)
Gross
profit
/(loss)
margin
Gross
profit/(loss)
Gross
profit
/(loss)
margin
Gross
profit/(loss)
Gross
profit
/(loss)
margin
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Other sector-
tailored smart
robotic products
and services
— General service
smart robotic
products and
services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,575 48.4 35,857 46.3 15,427 50.5 12 0.1 4,433 29.5
— Walker series and
others
(Note) /H1100/H1100/H1100/H1100/H1100/H1100145 6.3 4,508 35.2 39,612 76.4 (3,251) (1,259.8) 3,709 51.2
17,720 45.9 40,365 44.7 55,039 66.8 (3,239) (34.9) 8,142 36.6
Note: Walker series and others mainly represented the sales of Walker series and accessories. The gross loss attained from
Walkers and others in 6M2022 was primarily due to the scrap of accessories of Atris series of RMB3.4 million.
Our gross profit margin from sales of other sector-tailored smart robotic products and services
remained relatively stable in FY2020 and FY2021. Our gross profit margin then increased in
FY2022 mainly due to the increase in gross profit margin from Walker series and others to 76.4%
in FY2022 mainly resulting from the increase in sales contribution from Walker series of RMB39.9
million which attained a relatively higher gross profit margin.
We had a gross loss for our other sector-tailored smart robotic products and services in 6M2022
primarily due to the scrap of Cruzr series which constituted gross loss of RMB1.7 million and gross
loss margin of 68.8%, and gross loss attained from Walkers and others in 6M2022, which was
primarily due to the scrap of accessories of Atris series of RMB3.4 million in 6M2022.
Our gross loss from sales of other sector-tailored smart robotic products and services in 6M2022
turned to a gross profit in 6M2023, primarily due to the decrease in scrap of Cruzr series and Atris
series in 6M2023 and the increase in gross profit from the sale of Walker series and others in
6M2023 and tailor-made wellness and elderly care smart robotic products and services for two
customers in Shenzhen and Beijing with aggregate revenue of RMB8.1 million and gross profit
margin of over 75%, which include wellness and elderly care smart robotic products, such as
walking assistance smart robot and wheelchair smart robot which were of higher average selling
price, tailor-made software platform and related services.
FINANCIAL INFORMATION
– 466 –


--- page 476 ---
(iv) Consumer-level robots and other hardware devices
The following table sets forth our gross profit and gross profit margin of our consumer-level robots
and other hardware devices during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
Gross profit/
(loss)
Gross
profit/
(loss)
margin
Gross profit/
(loss)
Gross
profit/
(loss)
margin
Gross profit/
(loss)
Gross
profit/
(loss)
margin
Gross profit/
(loss)
Gross
profit/
(loss)
margin
Gross profit/
(loss)
Gross
profit/
(loss)
margin
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Consumer-level
robots and other
hardware devices
— Consumer-level
robots and other
hardware devices /H1100 18,176 30.6 (14,399) (22.0) (1,076) (0.8) (12,942) (28.2) 12,688 15.3
— Others
(Note) /H1100/H1100/H1100/H1100/H1100988 37.4 (3,470) (156.3) (1,879) (343.4) 346 37.7 1,183 64.2
19,164 30.9 (17,869) (26.4) (2,955) (2.2) (12,596) (26.9) 13,871 16.3
Note: Others mainly represented the sales of accessories and purchased parts. The gross loss attained in FY2021 and
FY2022 was primarily due to disposal of scrap accessories.
The consumer-level robots and other hardware devices attained relatively lower gross profit margin
compared to other types of products and services, which was mainly because we sold products and
hardware devices instead of providing products and services to our customers and there was
downward-pricing pressure as many other similar or comparable products were offered by our
competitors in the market.
Our gross profit decreased from FY2020 to a gross loss in FY2021 primarily due to the reduced
prices we offered for certain products, such as, Alpha 1, Alpha 2 and Jimu series (non-education)
to boost their sales in order to reduce the slow-moving inventories and the disposal of scrap. Our
gross loss from consumer-level robots and other hardware devices decreased in FY2022 primarily
due to the increase in sales of AiRROBO vacuum cleaner, which attained a gross profit margin of
over 20% in FY2022, partially offset by the gross loss attained by our Alpha Mini (non-education)
because we adjusted the selling price of our humanoid Alpha Mini (non-education) products
downward to boost its sales in order to deal with the slow-moving inventory and disposal of scrap.
Our gross loss from consumer-level robots and other hardware devices of RMB12.6 million for
6M2022 turned to a gross profit of RMB13.9 million for 6M2023. We had a gross loss for
consumer-level robots and other hardware devices in 6M2022 primarily due to gross loss incurred
from our Alpha Mini (non-education) because we adjusted the selling price of our humanoid Alpha
Mini (non-education) products downward to boost its sales in order to deal with the slow-moving
inventory and the disposal of scrap. The gross loss margin turned to gross profit margin of 16.3%
for 6M2023 primarily due to (i) gross profit margin of 5% attained by our Alpha Mini
(non-education) in 6M2023 compared to a gross loss margin in 6M2022 resulting from decrease in
scrap in 6M2023; (ii) change in product mix because of the increase in sales of AiRROBO vacuum
cleaner and humidifiers which contributed over 50% of the total revenue of consumer-level robots
and other hardware devices, and attained gross profit margin of 18.0% and 49.1% in 6M2023,
respectively; and (iii) introduction of cleaning pool robots which attained gross profit of RMB2.1
million and gross profit margin of around 40% in 6M2023.
FINANCIAL INFORMATION
– 467 –


--- page 477 ---
Selling and Marketing Expenses
Selling and marketing expenses primarily consist of employee benefit expenses for sales staff,
advertising and promotion expenses, marketing, conference and traveling expenses and depreciation
of right-of-use assets and property, plant and equipment and amortization of intangible assets. The
following table sets forth a breakdown of our selling and marketing expenses during the Track
Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Employee benefit
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100180,434 57.6 226,291 63.3 235,932 65.4 119,627 69.7 115,787 61.0
Advertising and
promotion /H1100/H1100/H1100/H1100/H110078,705 25.1 63,435 17.7 50,784 14.1 21,374 12.5 28,202 14.9
Marketing,
conference and
traveling
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H110023,775 7.6 33,921 9.5 31,950 8.8 12,016 7.0 15,491 8.2
Depreciation and
amortization /H1100/H1100/H1100/H110012,325 3.9 15,553 4.3 16,136 4.5 8,772 5.1 9,358 4.9
Others
(Note) /H1100/H1100/H1100/H1100/H1100/H1100/H110018,059 5.8 18,407 5.2 26,221 7.2 9,774 5.7 21,010 11.0
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100313,298 100.0 357,607 100.0 361,023 100.0 171,563 100.0 189,848 100.0
Note: Others mainly represented miscellaneous expenses, such as, outsourcing labor cost, office expenses and other
non-essential support service expenses.
Selling and marketing expenses amounted to RMB313.3 million, RMB357.6 million, RMB361.0
million, RMB171.6 million and RMB189.8 million for FY2020, FY2021, FY2022, 6M2022 and
6M2023, respectively. As a percentage of total revenue, our selling and marketing expenses
accounted for 42.3%, 43.8%, 35.8%, 60.5% and 72.7% during the respective years/periods.
General and Administrative Expenses
General and administrative expenses primarily comprised of employee benefit expenses for our
administrative staff, depreciation for our right-of-use assets and property, plant and equipment and
amortization of intangible assets, business development, conference and traveling expenses, office
expenses, professional service fee mainly for fundraising activity attempted in the past and
share-based payments to facilitate acquisition of a subsidiary. The following table sets forth a
breakdown of our general and administrative expenses during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Employee benefit
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100144,186 68.0 224,496 68.9 233,379 58.6 128,946 79.4 141,946 79.9
Depreciation and
amortization /H1100/H1100/H1100/H110026,258 12.4 34,055 10.4 31,405 7.9 17,375 10.7 15,907 9.0
Business
development,
conference and
traveling
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H110011,057 5.2 9,547 2.9 10,793 2.7 3,475 2.1 5,425 3.1
Office
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H110010,502 5.0 14,578 4.5 10,884 2.7 4,465 2.7 4,982 2.8
FINANCIAL INFORMATION
– 468 –


--- page 478 ---
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Professional
service fees /H1100/H1100/H1100/H11007,057 3.3 30,877 9.5 5,197 1.3 4,044 2.5 3,424 1.9
Share-based
payments to
facilitate
acquisition of
a subsidiary /H1100/H1100/H1100— — — — 91,999 23.1 — — — —
Others
(Note) /H1100/H1100/H1100/H1100/H1100/H1100/H110013,001 6.1 12,346 3.8 14,426 3.7 4,156 2.6 5,866 3.3
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100212,061 100.0 325,899 100.0 398,083 100.0 162,461 100.0 177,550 100.0
Note: Others mainly represented transportation expenses, maintenance expenses and other non-essential support service
expenses.
General and administrative expenses amounted to RMB212.1 million, RMB325.9 million,
RMB398.1 million, RMB162.5 million and RMB177.6 million for FY2020, FY2021, FY2022,
6M2022 and 6M2023, respectively. As a percentage of total revenue, our general and administrative
expenses accounted for 28.6%, 39.9%, 39.5%, 57.3% and 68.0% during the respective
years/periods.
Our professional service fees mainly represent fees paid to professional parties for fundraising
activity attempted in the past. It was relatively higher in FY2021 mainly due to higher fees incurred
during previous A-share listing attempts, which included expenses for legal and accounting services
and financial advisory service.
In FY2022, we had share-based payments to facilitate acquisition of a subsidiary of RMB92.0
million arising from the acquisition of Shanghai UBJ which represented the share-based payment
expenses. In July 2022, our Company acquired additional 47.8% equity interest of Shanghai UBJ
at a total consideration of RMB117.8 million which was satisfied by the issue and allotment of a
total of 1,166,319 ordinary shares of the Company to the three Series B Investors. For details, see
“History, Development and Corporate Structure — Material Acquisitions During the Track Record
Period” and note 30(b) of the Accountant’s Report contained in Appendix I to the Prospectus.
FINANCIAL INFORMATION
– 469 –


--- page 479 ---
R&D Expenses
R&D expenses primarily comprised of employee benefit expenses for our R&D staff, software tools
and consumables mainly represented purchase of software and services, raw material and
consumables used, depreciation for property, plant and equipment and amortization for intangible
assets. The following table sets forth a breakdown of our R&D expenses during the Track Record
Period:
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 % RMB’000 % RMB’000 % RMB’000 % RMB’000 %
(Unaudited)
Employee benefit
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100349,492 81.5 415,387 80.3 358,662 83.7 171,975 83.9 189,464 84.5
Software tools and
consumables /H1100/H1100/H1100/H110019,104 4.5 27,948 5.4 16,913 3.9 7,509 3.7 7,693 3.4
Raw material and
consumables
used /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,951 4.4 23,056 4.5 18,867 4.4 9,458 4.6 10,067 4.5
Depreciation and
amortization /H1100/H1100/H1100/H110018,555 4.3 21,795 4.2 16,601 3.9 9,002 4.4 7,678 3.4
Others
(Note) /H1100/H1100/H1100/H1100/H1100/H1100/H110022,664 5.3 28,886 5.6 17,237 4.1 7,051 3.4 9,435 4.2
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100428,766 100.0 517,072 100.0 428,280 100.0 204,995 100.0 224,337 100.0
Note: Others mainly represented intellectual property costs, outsourcing fee for personnel due to temporary demand from
short-term projects, warehouse and short-term and low-value lease expenses, miscellaneous office expenses, traveling
and entertainment expenses and other support service expenses.
R&D expenses amounted to RMB428.8 million, RMB517.1 million, RMB428.3 million, RMB205.0
million and RMB224.3 million for FY2020, FY2021, FY2022, 6M2022 and 6M2023, respectively.
As a percentage of total revenue, our R&D expenses accounted for 57.9%, 63.3%, 42.5%, 72.3%
and 85.9% during the respective years/periods.
Net Impairment Losses on Financial Assets
Our net impairment losses on financial assets mainly represented the net loss allowance or reversal
for expected credit losses on trade receivables, notes receivable, contract assets and other
receivables. Our impairment losses on financial assets were RMB40.1 million, RMB7.4 million,
RMB46.4 million, RMB9.9 million and RMB8.7 million in FY2020, FY2021, FY2022, 6M2022 and
6M2023, respectively. See “Description of Certain Items of Consolidated Statements of Financial
Position — Trade Receivables” in this section for details.
FINANCIAL INFORMATION
– 470 –


--- page 480 ---
Other Income and Expenses, Net
Other income and expenses, net mainly comprised of government grants which consisted of grants
relating to income and grants relating to assets and value-added tax (“V A T”), other tax refunds and
return of V A T refunded. Other income amounted to RMB85.7 million, RMB76.0 million, RMB9.5
million and RMB13.1 million in FY2020, FY2021, FY2022 and 6M2023, respectively. We had
other expenses of RMB7.4 million in 6M2022. The following table sets forth a breakdown of our
other income and expenses, net during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Government grants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,218 59,511 26,584 16,779 11,247
V A T and other
tax refunds /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,270 16,298 7,052 — 1,684
Return of V A T refunded /H1100/H1100/H1100— — (24,196) (24,196) —
Others (Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100232 204 27 11 160
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,720 76,013 9,467 (7,406) 13,091
Note: Others mainly represented compensation received.
The government grants relating to income mainly included (i) non-recurring government funding
for patent of invention and several government-sponsored projects focusing on the research and
development of technologies; (ii) government refunding for social security costs; and (iii) loans
forgiveness which resulted from government subsidy that the local government will repay the loans
on behalf of our Group during the period of COVID-19. Certain government grants relating to
income were deferred and recognized in the profit or loss over the period necessary to match them
with the costs that they are intended to compensate. See “Description of Certain Items of
Consolidated Statements of Financial Position — Deferred Income” in this section for details.
The government grants relating to assets mainly included purchase of machinery, which were
recognized as deferred income and credited to other income on a straight-line basis over the
expected lives of the related assets.
V A T and other tax refunds represented refunds in relation to sales of software which were inserted.
We recorded V A T and other tax refunds of RMB19.3 million, RMB16.3 million, RMB7.1 million
and RMB1.7 million in FY2020, FY2021, FY2022 and 6M2023, respectively. From April 2022,
pursuant to the “Announcement on Further Enhancing the Implementation of the End-of-Period
V alue-Added Tax Refund Policy” (Announcement No. 14 [2022] of the Ministry of Finance and the
State Administration of Taxation) issued by the Ministry of Finance and the State Administration
of Taxation in March 2022, we are entitled to apply for the refunds of V A T credit. As requested by
relevant tax authorities stated in the notice, to apply for the refund of V A T credit, we had to return
the V A T refunds of RMB24.2 million to relevant tax authorities during FY2022. For details, see
“Laws and Regulations — Laws and Regulations in Relation to Taxation — V alue-Added Tax” and
Note 8 of the Accountant’s Report.
FINANCIAL INFORMATION
– 471 –


--- page 481 ---
Other Losses and Gains, Net
Other losses and gains, net mainly comprised of net foreign exchange losses or gains, loss on
deemed disposal of investment in a joint venture and loss on disposal of right-of-use assets. We had
net other losses of RMB17.8 million, RMB6.6 million, RMB23.0 million and RMB7.5 million, in
FY2020, FY2021, FY2022 and 6M2023, respectively, while we had other net gains of RMB14.1
million in 6M2022. The following table sets forth a breakdown of our other net gains or losses
during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Net foreign exchange
losses/(gains) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,091 6,308 (22,835) (12,641) (8,016)
Loss on deemed disposal of
investment in a joint
venture /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 28,131 — —
Loss/(gain) on disposal of
right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 14,753 — (2,136)
Loss related to disposal of
assets classified as
held-for-sale
(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100———— 14,560
Others (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(258) 247 2,965 (1,506) 3,098
17,833 6,555 23,014 (14,147) 7,506
Notes:
(1) Loss on disposal of assets classified as held-for-sale of RMB14.6 million represented damage losses claimed by the
construction company for (i) the suspension of construction work up to February 28, 2023 of RMB2.9 million; (ii)
the termination of the construction contract of RMB11.7 million. See “Business — Legal Proceedings” for details.
(2) Others mainly included net loss on disposals of property, plant and equipment and gain on early termination of leases.
Net foreign exchange losses/(gains) represent exchange differences arising from the settlement of
monetary assets and liabilities and from translating monetary assets and liabilities at rates different
from those at which they were translated on initial recognition during the years and periods. The
fluctuations of net foreign exchange losses/(gains) during the Track Record Period were mainly due
to the fluctuation of exchange rate between US dollars against RMB.
Loss on deemed disposal of investment in a joint venture represented the difference between the fair
value and the carrying amount of the investment in Shanghai UBJ held before business
combination. Before July 2022, our Group held 39.73% equity interest in Shanghai UBJ and
accounted for Shanghai UBJ as an investment in a joint venture. In July 2022, our Group acquired
additional 47.8% equity interest of Shanghai UBJ from other shareholders at a total consideration
of RMB295.5 million. As a result, we obtained control over Shanghai UBJ. For details, see note 36
of the Accountant’s Report.
In June 2022, Kunming UBTECH entered into an agreement withʮ̡,a n
Independent Third Party, pursuant to which Kunming UBTECH conditionally agreed to transfer the
land use right of this property (“Kunming Owned Property 2”) to the Independent Third Party for
a consideration of RMB14.0 million. The buyer is a company which engaged in business activities
including software development, technology services and investment activities. With a net book
amount of RMB28.8 million, we recognized a disposal loss of right-of-use assets of RMB14.8
million with reference to the consideration. As at the Latest Practicable Date, all conditions in
relation to the transfer registration of the land use right of Kunming Owned Property 2 under the
aforesaid agreement have been fulfilled, including the condition that the Independent Third Party
has commenced construction on and invested over RMB50 million in the Kunming Owned Property
FINANCIAL INFORMATION
– 472 –


--- page 482 ---
2, and Kunming UBTECH is in the process of cooperating with the Independent Third Party to
handle the transfer registration. As advised by the PRC Legal Adviser, the Group still holds the land
use right of the Kunming Owned Property 2 as Kunming UBTECH still holds the certificate of the
Kunming Owned Property 2 as at the Latest Practicable Date.
Notwithstanding the above, in light of the following factors:
(1) the Kunming Municipal Government had issued a written approval for the proposed
transfer of the land use right of the Kunming Owned Property 2 to an Independent Third
Party subject to the conditions in sub-paragraph (3) below in August 2022;
(2) the Independent Third Party had substantially possessed the right-of-use assets in
relation to the land use right of Kunming Owned Property 2 since the issuance of the
local government’s written approval, and had paid Kunming UBTECH RMB7 million
(constituting half of the consideration of RMB14 million for the proposed transfer of the
Kunming Owned Property 2) as at the Latest Practicable Date; and
(3) all conditions in relation to the transfer registration of the land use right of Kunming
Owned Property 2 under the aforesaid agreement have been fulfilled as at the Latest
Practicable Date,
our Group treated the land use right to the Kunming Owned Property 2 as having been
disposed, as the Kunming Owned Property 2 had in substance been transferred.
The salient terms of the aforementioned agreement entered into between Kunming UBTECH and
the Independent Third Party are as follows:
 Kunming Owned Property 2 is situated at Road No. 153, Wanxichong Community
Neighborhood Committee Planning, Wujiaying Sub-district Office, Chenggong District,
Kunming City with an area of 34,486.2 sq.m., the usage of Kunming Owned Property 2 is for
industrial use;
 the consideration for Kunming Owned Property 2 is RMB14.0 million. The Independent Third
Party shall pay (i) RMB2.1 million, representing 15% of the land transfer price, as a deposit
after signing the agreement; (ii) RMB4.9 million, representing 35% of the land transfer fee,
within 5 working days after obtaining the consent of the Natural Resources and Planning
Bureau of Chenggong District. The rest of the land transfer payment shall be paid within 5
working days from the date when all the following conditions are met or exempted by the
Independent Third Party in writing: (i) the Independent Third Party having obtained the
“Certificate of Real Estate Ownership” of the target land where it was registered as the right
holder; and (ii) Kunming UBTECH having provided the value-added tax invoice for the land
transfer price of the respective period to the Independent Third Party;
 Kunming UBTECH shall cooperate with the Independent Third Party to handle the transfer
registration of the land use right of Kunming Owned Property 2 within 5 working days from
the date when the following conditions are met: (i) the Independent Third Party must have
commenced construction on the Kunming Owned Property 2 and achieved an investment level
of 25% (that is, at least RMB50 million) or obtained approval from the competent government
department to handle the transfer registration of land use rights in advance; and (ii) a written
notice has been sent by the Independent Third Party to Kunming UBTECH regarding the
fulfillment of the aforementioned condition (i);
 this agreement can be terminated in advance by mutual agreement; and
 this agreement and the “Land Use Right Transfer Contract” will be terminated if the land
transfer license from the relevant government department cannot be obtained within three
months after the signing of this agreement.
FINANCIAL INFORMATION
– 473 –


--- page 483 ---
To the best of our knowledge,ʮ̡, an Independent Third Party which does not
have any other past or present relationships (including business, employment, family, trust,
financing or otherwise) with our Company or our subsidiaries, their directors/supervisors,
shareholders or senior management, or any of their respective associates. In 2022, we were
developing the Kunming Owned Property 1, and the use of the Kunming Owned Property 2 had not
yet been planned. According to the relevant laws, if we fail to start construction on Kunming Owned
Property 2 two years after obtaining its land use right, the Kunming Municipal Government has the
right to take back the land use right without consideration. Considering that we have no immediate
demand for Kunming Owned Property 2 and do not want to bear additional development costs, the
management decided to enter into the transfer arrangement with the Independent Third Party, and
the land transfer was approved by the Kunming Municipal Government. The consideration of the
disposal of Kunming Owned Property 2 is determined by mutual agreement after negotiations
between Kunming UBTECH and the Independent Third Party. Subsequent to the entering into of the
aforementioned agreement, the construction on the Kunming Owned Property 2 had been
commenced by the Independent Third Party in May 2023, and therefore, as advised by our PRC
Legal Adviser, we are no longer subject to the risk of withdrawal of land use right in respect of the
Kunming Owned Property 2, which was the potential administrative penalty as a result of the
Kunming Owned Property 2 being an idle land.
Finance Costs, net
Our net finance costs primarily consist of the interest income arising from bank deposits, interest
expenses on our borrowings and lease liabilities. The following table sets forth a breakdown of our
net finance costs during the Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest income:
— Interest income from
bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(12,715) (12,703) (3,628) (2,525) (3,369)
Finance costs
— Interest expenses on
lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,969 4,245 3,185 1,580 1,405
— Interest expenses on
borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,853 29,811 38,688 21,894 25,311
Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,718) (1,667) 2,299 2,296 5
49,104 32,389 44,172 25,770 26,721
Less: amount
capitalized (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (1,834) (17,438) (8,036) (17,893)
36,389 17,852 23,106 15,209 5,459
Notes:
(1) Others mainly represented net exchange (gains)/losses on borrowings denominated in foreign currency and interest
expenses on advances from ultimate controlling shareholder.
(2) Amount capitalized represented the interest expenses in relation to the borrowings for the construction in progress of
our headquarters in Shenzhen, which will be classified as our non-current assets upon completion.
FINANCIAL INFORMATION
– 474 –


--- page 484 ---
Share of Results of Investments Accounted for Using the Equity Method
Share of results of investments in investment accounted for using the equity method mainly
consisted of our share of profits from our joint venture and certain associates. We shared results of
Shanghai UBJ in FY2020, FY2021 and the six months from 1 January 2022 to 30 June 2022, before
it was accounted for as our subsidiary pursuant to the addition acquisition of its shares in July 2022.
We had share of losses of RMB43.5 million, share of losses of RMB0.6 million and share of profits
of RMB5.5 million in FY2020, FY2021 and FY2022, respectively. We recorded share of gains of
RMB3.8 million and nil in 6M2022 and 6M2023, respectively.
Income Tax Expense
Our current income tax primarily comprises PRC enterprise income tax expenses charged to our
Company and our PRC subsidiaries.
In FY2020, FY2021, FY2022, 6M2022 and 6M2023, we recorded income tax expenses of RMB31.5
million, RMB16.6 million, RMB16.5 million, RMB0.4 million and RMB0.3 million, respectively.
We recognized income tax expenses despite having loss before taxation mainly due to (i) tax losses
and temporary differences not recognized as deferred income tax assets; and (ii) expenses not
deductible for tax purposes. During the Track Record Period, deferred income tax assets were not
recognized for the tax losses and temporary differences because our Group currently is continuously
loss-making and there is no sufficient taxable temporary difference nor any convincing evidence
that our Group will attain sufficient taxable profit to utilize those temporary differences and losses
of our Group.
The expenses which were not deductible for tax purpose mainly represented non-charitable
donations and marketing expenses which were not deducted, due to the fact that the full amount of
non-charitable donations is not allowed for deduction for income tax purpose and the maximum
amount of marketing expenses allowable for deduction for income tax purpose is limited to certain
percentage of sale or chargeable profits in accordance with the relevant regulations of the PRC. The
different tax rates were mainly due to that (i) our Company and certain subsidiaries were subject
to a preferential CIT rate of 15% or 12.5% during the Track Record Period; and (ii) the subsidiaries
incorporated in Hong Kong and United Stated were subject different income tax rates, while the
general CIT rate of 25% in China. The temporary differences which were not recognized and the
utilization of temporary differences which not previously recognized mainly represented the timing
differences between expenses accrual and payments.
Our Company and certain subsidiaries have been granted or in the process of application for the
qualification as “High and New Technology Enterprise”, “Encouraged Software Enterprise” or
“Catalogue of Encouraged Industries in the Western Region”. Based on the management’s
assessment, it is highly probable that these companies would meet the requirements for
qualification. As a result, these companies were subject to a preferential CIT rate of 15% or 12.5%
during the Track Record Period.
Save as aforesaid, other major subsidiaries were subject to CIT at a rate of 25%, which is the normal
CIT rate in the PRC.
REVIEW OF HISTORICAL RESULTS OF OPERATION
Summary of historical financial information during the Track Record Period
Revenue
Our revenue increased by RMB77.0 million, representing an increase of 10.4%, from RMB740.2
million for FY2020 to RMB817.2 million for FY2021. The increase was primarily due to the
increase in revenue from (i) logistics smart robotic products and services of RMB178.1 million
since we only launched our logistics smart robotic products and services in late FY2020 with the
increase in projects which contributed revenue from two projects in FY2020 to 43 projects in
FY2021; and (ii) other sector-tailored smart robotic products and services of RMB51.6 million
FINANCIAL INFORMATION
– 475 –


--- page 485 ---
primarily due to the increase in both sales volume of newly launched products and average selling
price of general service smart robotic products and services. Moreover, we generated revenue from
our Walker Series of RMB8.8 million in FY2021. The increase in revenue was partially offset by
the decrease in revenue from education smart robotic products and services of RMB150.4 million
primarily due to the decrease in sales volume of education hardware products and services, and
software in FY2021. Such decrease in sales volume was mainly due to (i) a large sales order to
Customer A for promoting the use of STEAM products in schools in Xiamen of over 54,000 units
in FY2020, which did not recur in FY2021; and (ii) decrease in demand due to the temporary
suspension of schools in certain provinces in China amidst the outbreak of COVID-19 in FY2021.
Our revenue increased by RMB191.1 million, representing an increase of 23.4%, from RMB817.2
million for FY2021 to RMB1,008.3 million for FY2022. The increase was primarily due to the
increase in revenue from (i) education smart robotic products and services mainly attributable to the
increase in sales of education hardware products and services and software, of RMB25.2 million
mainly because we sold more products including uKit and Jimu (education) Series and upgraded
humanoid Y anshee with more functions and value-added services which entailed higher average
selling price in FY2022. Our revenue from sales of other accessories increased by RMB43.6 million
primarily due to sales of a tailor-made products and services for simulating production line for
vocational education purpose to Customer F of RMB27.0 million in FY2022; (ii) logistics smart
robotic products and services of RMB72.7 million mainly attributable to the completion of certain
projects of higher revenue during the year for an end-user in automobile industry despite the
decrease in number of projects completed, from 43 projects in FY2021 to 22 projects in FY2022;
and (iii) consumer-level robots and other hardware devices of RMB64.7 million mainly attributable
to the (a) increase in demand for our AiRROBO vacuum cleaner; and (b) launch of four new
products in FY2022, such as, humidifiers, air purifiers, AiRROBO cat litter box and sensory drum
kit.
Our revenue decreased by RMB22.4 million, representing a decrease of 7.9%, from RMB283.5
million for 6M2022 to RMB261.1 million for 6M2023. The decrease was primarily due to the
decrease in revenue from education smart robotic products and services of RMB102.3 million
resulting from a large sales order to a customer in Shaoyang of RMB66.8 million for promoting the
use of STEAM products in schools in Shaoyang, represented total of 12,010 units, which did not
recur in 6M2023. The decrease was partially offset by the increase in revenue from (i)
consumer-level robots and other hardware devices of RMB38.3 million from increase in sales of
AiRROBO vacuum cleaner, humidifiers and AiRROBO cat litter box; and (ii) logistics smart
robotic products and services of RMB35.7 million resulting from the increase in revenue-generating
projects from nine in 6M2022 to 24 in 6M2023.
Gross profit and gross profit margin
In FY2020, FY2021, FY2022, 6M2022 and 6M2023, our gross profit before net write-down of
inventories were RMB343.3 million, RMB257.2 million, RMB364.7 million, RMB77.7 million and
RMB54.6 million, respectively, and the respective gross profit margins were 46.4%, 31.5%, 36.2%,
27.4% and 20.9%, in the respective years/periods. Our gross profit after net write-down of
inventories were RMB330.7 million, RMB256.0 million, RMB294.0 million, RMB38.8 million and
RMB52.6 million, respectively, and the respective gross profit (loss) margins were 44.7%, 31.3%,
29.2%, 13.7% and 20.2%, respectively. Our gross profit before net write-down of inventories
fluctuated during the Track Record Period mainly due to the (i) sales of products with different
gross profit margin; (ii) gross losses attained from the sales of consumer-level robots and other
hardware devices in FY2021 and FY2022; and (iii) gross loss incurred from other sector-tailored
smart robotic products and services and consumer-level robots and other hardware devices in
6M2022.
FINANCIAL INFORMATION
– 476 –


--- page 486 ---
Our gross profit margin from education smart robotic products and services decreased from 50.6%
for FY2020 to 44.8% for FY2021, primarily due to (i) the relatively higher gross profit margin
attained from a large sales order to Customer A for promoting the use of STEAM products in
schools in Xiamen in FY2020 and did not recur in FY2021, which accounted for 44.1% of our total
revenue from education smart robotic products and services in FY2020 with gross profit margin of
58.1% for education hardware products and services, and software; (ii) increase in average cost per
unit in FY2021 resulting from the decrease in sales volume of humanoid Y anshee; and (iii) the
decrease in gross profit margin of ancillary services, from 29.1% in FY2020 to 19.8% in FY2021,
mainly due to the increase in number of projects that included education training which attained a
relatively lower gross profit margin in FY2021. The decrease in gross profit margin from education
smart robotic products and services was partially offset by the increase in gross profit margin from
others, from 12.6% in FY2020 to 27.9% in FY2021, primarily due to the change in product mix as
we sold more teaching and learning resources in FY2021, which attained higher gross profit margin
of over 60%, to certain customers. While in FY2020, we sold more ancillary hardware to our
customers, which attained a lower gross profit margin compared to teaching and learning resources.
Our gross profit margin from sales of education smart robotic products and services increased from
44.8% in FY2021 to 56.1% in FY2022, primarily due to the increase in gross profit margin from
(i) others from 27.9% in FY2021 to 50.8% in FY2022, primarily attributable to the sales of
tailor-made products and services for simulating production line for vocational education for
education and production purposes to Customer F of RMB27.0 million in FY2022, which entailed
a relatively higher gross profit margin of over 80% in FY2022; and (ii) ancillary services from
19.8% in FY2021 to 42.8% in FY2022 mainly resulting from the decrease in subcontracting fees
for our education smart robotic products and services due to the acquisition of Shanghai UBJ, which
became our subsidiary in July 2022.
Our gross profit from education smart robotic products and services decreased from RMB87.1
million for 6M2022 to RMB26.6 million for 6M2023, primarily due to the decrease in revenue from
uKit and Jimu (education) Series and ancillary services. Our gross profit margin decreased from
49.0% for 6M2022 to 35.2% for 6M2023, primarily due to the decrease in gross profit margin from
our education hardware products and services, and software from a gross profit margin of 62.3% for
6M2022 to a gross loss margin of 6.6% for 6M2023 resulting from (a) the decrease in average
selling price of our uKit and Jimu (education) Series because we implemented price reductions on
these products to clear out our existing inventories in our U.S. subsidiary to facilitate the transition
of our overseas sales channel to direct distributors, which had a significant impact on the gross
profit margin of our education smart robotic products and services segment, as the majority of the
large contract value of education smart robotic products and services projects for FY2023 was
secured after June 30, 2023 which has resulted in a relatively low revenue base of our education
smart robotic products and services segment in 6M2023; and (b) relatively higher gross profit
margin of 69.5% attained from a large sales order to a customer in Shaoyang in 6M2022 for
promoting STEAM products to schools in Shaoyang, including uKit and Jimu (education) Series,
humanoid Y anshee and humanoid Alpha Mini (education), of which the total revenue from such
customer among the education smart robotic products and services accounted for 66.4% of our total
revenue from education hardware products and services, and software in 6M2022. Our gross profit
margin from others decreased from 38.2% in 6M2022 to 19.8% in 6M2023, primarily due to the
decrease in revenue from sales of accessories for Alpha Mini (education) and uKit and Jimu
(education) of RMB4.1 million and RMB2.1 million, respectively, which had a relatively higher
gross profit margin of over 50% in 6M2022. Our gross profit margin from ancillary services
increased from 28.2% in 6M2022 to 63.9% in 6M2023, mainly resulting from the decrease in
subcontracting fees upon the acquisition of Shanghai UBJ, which became our subsidiary in July
2022.
FINANCIAL INFORMATION
– 477 –


--- page 487 ---
Our gross profit margin from provision of logistics smart robotic products and services decreased
from 14.9% for FY2020 and 14.1% for FY2021 to 7.9% for FY2022 mainly due to the relatively
lower gross profit margin of under 2.0% for three contracts with aggregate revenue recognised of
RMB58.3 million, which represented projects for an end-user principally engaged in the automobile
industry, in order to retain such end-user. Our gross profit margin from provision of logistics smart
robotic products and services increased from 10.8% for 6M2022 to 12.4% for 6M2023 mainly due
to the relatively higher gross profit of over 20% from a project completed in 6M2023 which
contributed revenue of RMB18.1 million.
Our gross loss from provision of other sector-tailored smart robotic products and services of
RMB3.2 million for 6M2022 turned to a gross profit of RMB8.1 million for 6M2023. We had a
gross loss for our other sector-tailored smart robotic products and services in 6M2022 primarily due
to the scrap of Cruzr series which constituted gross loss of RMB1.7 million and gross loss margin
of 68.8%, and gross loss attained from Walkers and others in 6M2022, which was primarily due to
the scrap of accessories of Atris series of RMB3.4 million in 6M2022. Our gross loss from sales of
other sector-tailored smart robotic products and services in 6M2022 turned to a gross profit in
6M2023, primarily due to the decrease in scrap of Cruzr series and Atris series in 6M2023 and the
increase in gross profit from the sale of Walker series and others in 6M2023 and tailor-made
wellness and elderly care smart robotic products and services for two customers in Shenzhen and
Beijing with aggregate revenue of RMB8.1 million and gross profit margin of over 75%, which
include wellness and elderly care smart robotic products, such as walking assistance smart robot and
wheelchair smart robot which were of higher average selling price, tailor-made software platform
and related services.
Our gross profit from consumer-level robots and other hardware devices decreased from FY2020 to
a gross loss in FY2021 primarily due to (i) the reduced prices we offered for certain products, such
as, Alpha 1, Alpha 2 and Jimu series (non-education) to boost their sales in order to reduce the
slow-moving inventories and (ii) the disposal of scrap. We have improved our gross loss position
in FY2022 mainly attributable to the increase in revenue contribution from AiRROBO vacuum
cleaner of RMB60.8 million which attained a gross profit of over 20% in FY2022.
Our gross loss from consumer-level robots and other hardware devices of RMB12.6 million for
6M2022 turned to a gross profit of RMB13.9 million for 6M2023. We had a gross loss for
consumer-level robots and other hardware devices in 6M2022 primarily due to gross loss incurred
from our Alpha Mini (non-education) because we adjusted the selling price of our humanoid Alpha
Mini (non-education) products downward to boost its sales in order to deal with the slow-moving
inventory and the disposal of scrap. The gross loss margin turned to gross profit margin of 16.3%for
6M2023 primarily due to (i) gross profit margin of 5% attained by our Alpha Mini (non-education)
in 6M2023 compared to a gross loss margin in 6M2022 resulting from decrease in scrap in 6M2023;
(ii) change in product mix because of the increase in sales of AiRROBO vacuum cleaner and
humidifiers which contributed over 50% of the total revenue of consumer-level robots and other
hardware devices, and attained gross profit margin of 18.0% and 49.1% in 6M2023, respectively;
and (iii) introduction of cleaning pool robots which attained gross profit of RMB2.1 million and
gross profit margin of around 40% in 6M2023.
We had net write-down of inventories of RMB12.6 million, RMB1.2 million, RMB70.6 million,
RMB38.9 million and RMB2.0 million, in FY2020, FY2021, FY2022, 6M2022 and 6M2023,
respectively. Our net write-down of inventories were relatively higher in FY2020 and FY2022,
because we made provisions to our first edition of Cruzr robots in FY2020 and humanoid Alpha
Mini (non-education) in FY2022, as a result of the lowered selling price to boost their sales in order
to reduce their slow-moving inventories.
As a result, our overall gross profits were RMB330.7 million, RMB256.0 million, RMB294.0
million, RMB38.8 million and RMB52.6 million, in FY2020, FY2021, FY2022, 6M2022 and
6M2023, respectively, and the respective gross profit margins were 44.7%, 31.3%, 29.2%, 13.7%
and 20.2%, in the respective years/periods. See “Financial Information — Description of Selected
Items in Consolidated Income Statements — Gross Profit and Gross Profit Margin” for details.
FINANCIAL INFORMATION
– 478 –


--- page 488 ---
Operating loss, adjusted net losses (Non-HKFRS measure) and net loss
Our loss for the year increased from RMB707.0 million in FY2020 to RMB917.5 million in FY2021
primarily due to the (i) decrease in gross profit from RMB330.7 million to RMB256.0 million; (ii)
increase in general and administrative expenses, research and development expenses and selling and
marketing expenses from RMB212.1 million to RMB325.9 million, from RMB428.8 million to
RMB517 million, and from RMB313.3 million to RMB357.6 million, respectively, for our
operations.
Our loss for the year further increased from RMB917.5 million in FY2021 to RMB987.4 million in
FY2022, primarily due to (i) increase in general and administrative expenses from RMB326.0
million to RMB398.1 million due to expense of RMB92.0 million arising from the acquisition of
Shanghai UBJ, which was one-off in nature; (ii) increase in net write-down of inventories from
RMB1.2 million to RMB70.6 million; and (iii) increase in net impairment losses on financial assets
from RMB7.4 million to RMB46.4 million.
Our loss for the period was relatively stable of RMB515.2 million and RMB547.9 million in
6M2022 and 6M2023, respectively.
6M2023 compared to 6M2022
Revenue
Our revenue decreased by RMB22.4 million, representing a decrease of 7.9%, from RMB283.5
million for 6M2022 to RMB261.1 million for 6M2023. The decrease was primarily due to the
decrease in revenue from education smart robotic products and services of RMB102.3 million,
partially offset by the increase in revenue from consumer-level robots and other hardware devices
of RMB38.3 million and logistics smart robotic products and services of RMB35.7 million.
Education smart robotic products and services
Our revenue from education smart robotic products and services decreased from RMB178.0 million
for 6M2022 to RMB75.7 million for 6M2023 primarily due to the decrease in the (i) sales of
education hardware products and services, and software of RMB84.1 million; and (ii) ancillary
services of RMB14.8 million.
Our sales of education hardware products and services, and software decreased by RMB84.1 million
in 6M2023, primarily due to a large sales order to a customer in Shaoyang of RMB66.8 million for
promoting the use of STEAM products in schools in Shaoyang, represented total of 12,010 units,
which did not recur in 6M2023, which led to the decrease in sales volume of education hardware
products and services, and software from 21,650 units in 6M2022 to 12,580 units in 6M2023. The
average selling price of education hardware products and services, and software decreased from
RMB4,650 per unit in 6M2022 to RMB1,310 per unit in 6M2023 primarily due to the decrease in
average selling price of uKit and Jimu from RMB3,990 per unit in 6M2022 to RMB900 per unit in
6M2023 because we implemented price reductions on these products to clear out our existing
inventories in our U.S. subsidiary to facilitate the transition of our overseas sales channel to direct
distributors.
Our revenue from sales of others decreased by RMB3.4 million primarily due to the decrease in
sales of ancillary accessories of Alpha Mini (education) of RMB4.1 million following the decrease
in sales of Alpha Mini (education) in 6M2023.
Our revenue from ancillary services decreased from RMB51.1 million in 6M2022 to RMB36.3
million in 6M2023, primarily due to the decrease in number of projects which contributed to our
revenue, from 17 projects in 6M2022 to 10 projects in 6M2023.
FINANCIAL INFORMATION
– 479 –


--- page 489 ---
Logistics smart robotic products and services
Our revenue from logistics smart robotic products and services increased from RMB41.1 million for
6M2022 to RMB76.8 million in 6M2023, primarily due to the increase in revenue-generating
projects from nine in 6M2022 to 24 in 6M2023.
Other sector-tailored smart robotic products and services
Our revenue from other sector-tailored smart robotic products and services increased from RMB9.3
million for 6M2022 to RMB22.2 million for 6M2023 primarily due to the sales of tailor-made
wellness and elderly care smart robotic products and services for two customers in Shenzhen and
Beijing of aggregate revenue of RMB8.1 million, which include wellness and elderly care smart
robotic products, such as walking assistance smart robot, wheelchair smart robot and companion
smart robot which were of higher average selling price, tailor-made software platform and related
services.
Our Walker series and others increased from RMB0.3 million in 6M2022 to RMB7.2 million in
6M2023, primarily due to (i) the sales of a Walker 2 in 6M2023; and (ii) increase in sales of others
of RMB4.6 million mainly resulting from provision of ancillary services to our customers following
the sales Walker series robots and the wellness and elderly products and services.
Consumer-level robots and other hardware devices
Our revenue from consumer-level robots and other hardware devices increased from RMB46.8
million for 6M2022 to RMB85.0 million for 6M2023 primarily due to the increase in sales volume
from 71,730 units sold in 6M2022 to 126,350 units sold in 6M2023. The increase was mainly due
to the increase in sales volume of our (i) AiRROBO vacuum cleaner by over 21,000 units, which
contributed increase in revenue of RMB18.5 million; and (ii) humidifiers and AiRROBO cat litter
box of over 37,000 units, which were launched in FY2022 and contributed an increase in revenue
of RMB19.6 million in 6M2023. Our average selling price of consumer-level robots and other
hardware devices remained relatively stable at RMB639 per unit in 6M2022 and RMB658 per unit
in 6M2023.
Cost of sales
Our cost of sales decreased by RMB36.2 million, representing a decrease of 14.8%, from
RMB244.7 million for 6M2022 to RMB208.5 million for 6M2023. The decrease was mainly due to
the (i) net write-down of inventories of RMB38.9 million in 6M2022, mainly arising from the price
adjustment made for humanoid Alpha Mini (non-education) in 6M2022; and (ii) decrease in
subcontracting fee of RMB30.7 million mainly due to the impact of consolidation of Shanghai UBJ
after its acquisition in July 2022, which provides subcontracting services to us in relation to our
education smart robotic products and services. Our decrease in cost of sales was partially offset by
the increase in the direct labor costs and overheads expenses of RMB19.6 million and RMB14.6
million in 6M2023, respectively, due to the increased number of headcounts and overhead expenses
in newly launched production lines in Liuzhou, Shijiazhuang and Jiujiang.
Gross profit and gross profit margin
As a result of the foregoing, our gross profit increased from RMB38.8 million in 6M2022 to
RMB52.6 million in 6M2023, primarily due to the decrease in net write-down of inventories of
RMB36.9 million in 6M2023, which was mainly arising from our Alpha Mini (non-education) in
6M2022 as mentioned previously, and the increase in gross profit margin from all products and
services segments except education smart robotic products and services. Consequently, our gross
profit margin increased from 13.7% in 6M2022 to 20.2% in 6M2023.
FINANCIAL INFORMATION
– 480 –


--- page 490 ---
Education smart robotic products and services
Our gross profit from education smart robotic products and services decreased from RMB87.1
million for 6M2022 to RMB26.6 million for 6M2023, primarily due to the decrease in revenue from
a large sales order to a customer in Shaoyang in 6M2022 for promoting STEAM products to schools
in Shaoyang which did not recur in 6M2023 as mentioned above. Our gross profit margin decreased
from 49.0% for 6M2022 to 35.2% for 6M2023, primarily due to the decrease in gross profit margin
from our education hardware products and services, and software from a gross profit margin of
62.3% for 6M2022 to a gross loss margin of 6.6% for 6M2023 resulting from (a) the decrease in
average selling price of our uKit and Jimu (education) Series because we implemented price
reductions on these products to clear out our existing inventories in our U.S. subsidiary to facilitate
the transition of our overseas sales channel to direct distributors, which had a significant impact on
the gross profit margin of our education smart robotic products and services segment, as the
majority of the large contract value of education smart robotic products and services projects for the
year ending December 31, 2023 was secured after June 30, 2023 which has resulted in a relatively
low revenue base of our education smart robotic products and services segment in 6M2023; and (b)
relatively higher gross profit margin of 69.5% attained from a large sales order to a customer in
Shaoyang in 6M2022 for promoting STEAM products to schools in Shaoyang, including uKit and
Jimu (education) Series, humanoid Y anshee and humanoid Alpha Mini (education), of which the
total revenue from such customer among the education smart robotic products and services
accounted for 66.4% of our total revenue from education hardware products and services, and
software in 6M2022. Our gross profit margin from others from 38.2% in 6M2022 to 19.8% in
6M2023, primarily due to the decrease in revenue from sales of accessories for Alpha Mini
(education) and uKit and Jimu (education) of RMB4.1 million and RMB2.1 million, respectively,
which had a relatively higher gross profit margin of over 50% in 6M2022. Our gross profit margin
from ancillary services increased from 28.2% in 6M2022 to 63.9% in 6M2023, mainly resulting
from the decrease in subcontracting fees upon the acquisition of Shanghai UBJ, which became our
subsidiary in July 2022.
Logistics smart robotic products and services
Our gross profit from provision of logistics smart robotic products and services increased from
RMB4.5 million for 6M2022 to RMB9.5 million for 6M2023 mainly due to the relatively higher
gross profit of around 20% from a project completed in 6M2023 which contributed revenue of
RMB18.1 million. Consequently, our gross profit margin from logistics smart robotic products and
services increased from 10.8% in 6M2022 to 12.4% in 6M2023.
Other sector-tailored smart robotic products and services
Our gross loss from provision of other sector-tailored smart robotic products and services of
RMB3.2 million for 6M2022 turned to a gross profit of RMB8.1 million for 6M2023. We had a
gross loss for our other sector-tailored smart robotic products and services in 6M2022 primarily due
to the scrap of Cruzr series which constituted gross loss of RMB1.7 million and gross loss margin
of 68.8%, and gross loss attained from Walkers and others in 6M2022, which was primarily due to
the scrap of accessories of Atris series of RMB3.4 million in 6M2022. Our gross loss from sales of
other sector-tailored smart robotic products and services in 6M2022 turned to a gross profit in
6M2023, primarily due to the decrease in scrap of Cruzr series and Atris series in 6M2023 and the
increase in gross profit from the sale of Walker series and others in 6M2023 and tailor-made
wellness and elderly care smart robotic products and services for two customers in Shenzhen and
Beijing with aggregate revenue of RMB8.1 million and gross profit margin of over 75%, which
include wellness and elderly care smart robotic products, such as walking assistance smart robot and
wheelchair smart robot which were of higher average selling price, tailor-made software platform
and related services.
FINANCIAL INFORMATION
– 481 –


--- page 491 ---
Consumer-level robots and other hardware devices
Our gross loss from consumer-level robots and other hardware devices of RMB12.6 million for
6M2022 turned to a gross profit of RMB13.9 million for 6M2023. We had a gross loss for
consumer-level robots and other hardware devices in 6M2022 primarily due to gross loss incurred
from our Alpha Mini (non-education) because we adjusted the selling price of our humanoid Alpha
Mini (non-education) products downward to boost its sales in order to deal with the slow-moving
inventory and the disposal of scrap. The gross loss margin turned to gross profit margin of 16.3%
for 6M2023 primarily due to (i) gross profit margin of 5% attained by our Alpha Mini
(non-education) in 6M2023 compared to a gross loss margin in 6M2022 resulting from decrease in
scrap in 6M2023; (ii) change in product mix because of the increase in sales of AiRROBO vacuum
cleaner and humidifiers which contributed over 50% of the total revenue of consumer-level robots
and other hardware devices, and attained gross profit margin of 18.0% and 49.1% in 6M2023,
respectively; and (iii) introduction of cleaning pool robots which attained gross profit of RMB2.1
million and gross profit margin of around 40% in 6M2023.
Selling and marketing expenses
Selling and marketing expenses increased by RMB18.3 million, representing an increase of 10.7%,
from RMB171.6 million for 6M2022 to RMB189.8 million for 6M2023. The increase was primarily
due to the increase in (i) advertising and promotion expenses of RMB6.8 million for our online
e-commerce platforms; (ii) travelling and entertainment expenses of RMB3.5 million resulting from
more business trips arranged in 6M2023 when the pandemic started to subside; and (iii) others of
RMB11.2 million mainly resulting from the increase in commission expenses of RMB6.0 million
which was paid to our online e-commerce platforms resulting from the increase in sales through
them and outsourcing expenses of RMB3.7 million for increased use of outsourced labor.
General and administrative expenses
General and administrative expenses increased by RMB15.1 million, representing an increase of
9.3%, from RMB162.5 million for 6M2022 to RMB177.6 million for 6M2023. The increase was
primarily due to the increase in employee benefit expenses of RMB13.0 million mainly resulting
from the increase in share-based compensation of RMB22.2 million partially offset by the decrease
in salaries, wages and bonuses of RMB5.6 million resulting from the decrease in headcounts.
R&D expenses
R&D expenses increased by RMB19.3 million, representing an increase of 9.4%, from RMB205.0
million for 6M2022 to RMB224.3 million for 6M2023. The increase was primarily due to the
increase in employee benefit expenses of RMB17.5 million mainly resulting from the increase in
share-based compensation of RMB33.2 million partially offset by the decrease in salaries of
RMB13.9 million resulting from the decrease in headcounts.
Net impairment losses on financial assets
Our net impairment losses on financial assets decreased from RMB9.9 million for 6M2022 to
RMB8.7 million for 6M2023 mainly due to the decrease in expected loss rates for individual basis
as of June 30, 2023. Please see “Description of Certain Items of Consolidated Statements of
Financial Position – Trade receivables” for details.
Other income and expenses, net
We had net other expenses of RMB7.4 million for 6M2022 and a net other income of RMB13.1
million for 6M2023. Such change was mainly due to (i) the return of V A T and other tax returns of
RMB24.2 million in 6M2022 which was non-recurring; and (ii) the decrease in government grants
of RMB5.5 million primarily resulting from the cancelation of a research and industrialization
project due to the impact of COVID-19 and the change of market demands. For details, see
“Description of Selected Items in Consolidated Income Statements — Other Income and Expenses,
Net” in this section.
FINANCIAL INFORMATION
– 482 –


--- page 492 ---
Other losses and gains, net
We had net other gains of RMB14.1 million for 6M2022 and net other losses of RMB7.5 million
for 6M2023. We had net other gains of RMB14.1 million for 6M2022, primarily due to the net
foreign exchange gains of RMB12.6 million arising from the appreciation of USD against RMB
during 6M2022. The net other losses in 6M2023 was primarily due to the loss on disposal of assets
classified as held-for-sale of RMB14.6 million. See “Business — Legal Proceedings” for details.
We also had net foreign exchange gains of RMB8.0 million arising from the appreciation of USD
against RMB during 6M2023.
Finance cost, net
Our net finance cost decreased from RMB15.2 million for 6M2022 to RMB5.5 million for 6M2023,
primarily due to the increase in amount capitalized of RMB9.9 million for our construction in
progress.
Share of results of investments accounted for using the equity method
Our share of gains from investments accounted for using the equity method decreased from RMB3.8
million for 6M2022 to nil for 6M2023 mainly due to decrease in share of gains from investments
accounted for using the equity method as we ceased to share profits from Shanghai UBJ in July
2022 because it became our subsidiary since its acquisition.
Income tax expense
Our income tax expense remained relatively low at RMB0.4 million for 6M2022 and RMB0.3
million for 6M2023.
Loss for the period
As a result of the foregoing, we had loss for the period of RMB515.2 million and RMB547.9 million
in 6M2022 and 6M2023, respectively.
FY2022 compared to FY2021
Revenue
Our revenue increased by RMB191.0 million, representing an increase of 23.4%, from RMB817.2
million for FY2021 to RMB1,008.3 million for FY2022. The increase was primarily due to the
increase in revenue from education smart robotic products and services of RMB54.8 million,
logistics smart robotic products and services of RMB72.7 million and consumer-level robots and
other hardware devices of RMB64.7 million partially offset by the decrease in revenue from other
sector-tailored smart robotic products and services of RMB7.8 million.
Education smart robotic products and services
Our revenue from education smart robotic products and services increased from RMB461.8 million
for FY2021 to RMB516.7 million for FY2022 primarily due to the increase in (i) sales of education
hardware products and services, and software, of RMB25.2 million; and (ii) others of RMB43.6
million. The increase was partially offset by the decrease in revenue from ancillary services of
RMB13.9 million.
Our sales of education hardware products and services, and software, increased by RMB25.2
million in FY2022, mainly because we sold more products with more functions and value-added
services which entailed higher average selling price in FY2022. For instance, we sold over 10,000
units of certain products among the uKit and Jimu (education) Series and over 1,300 units of
upgraded humanoid Y anshee, which contributed increase in revenue of RMB81.5 million and
RMB23.8 million in FY2022, respectively. As such, the average selling price of education hardware
products and services, and software increased from RMB3,740 per unit in FY2021 to RMB4,700 per
unit in FY2022.
Our revenue from sales of others increased by RMB43.6 million primarily due to sales of a
tailor-made products and services for simulating production line for vocational education purpose
to Customer F of RMB27.0 million in FY2022.
FINANCIAL INFORMATION
– 483 –


--- page 493 ---
Our revenue from ancillary services decreased from RMB111.4 million in FY2021 to RMB97.5
million in FY2022, primarily due to the decrease in projects which contributed to our revenue, from
22 projects in FY2021 to 18 projects in FY2022.
Logistics smart robotic products and services
Our revenue from logistics smart robotic products and services increased from RMB190.8 million
for FY2021 to RMB263.4 million in FY2022, primarily due to the completion of certain projects
of higher revenue during the year for a sizeable end-user in automobile industry despite the decrease
in number of projects completed, from 43 projects in FY2021 to 22 projects in FY2022. The
projects for this end-user are generally of higher value but lower gross profit margin in order for
us to retain such end-user.
Other sector-tailored smart robotic products and services
Our revenue from other sector-tailored smart robotic products and services decreased from
RMB90.2 million for FY2021 to RMB82.4 million for FY2022 primarily due to decrease in average
selling price from RMB135,390 per unit in FY2021 to RMB29,220 per unit in FY2022. Such
decrease was mainly due to the change of revenue mix because more than 70% of our sales volume
of general service smart robotic products and services in FY2022 was contributed by sales of first
edition of Cruzr robots (compared to less than 10% of our sales volume of general service smart
robotic products and services in FY2021), which entailed a relatively lower average selling price
of RMB8,060 per unit in FY2022 as we adjusted the selling price downward to boost its sales in
order to deal with the slow-moving inventory.
The sales volume of other sector-tailored smart robotic products and services increased from 572
units in FY2021 to 1,046 units in FY2022, primarily due to the increase in sales of first edition of
Cruzr robots of 662 units in FY2022, to a customer at lower selling price to reduce slow-moving
inventories.
Consumer-level robots and other hardware devices
Our revenue from consumer-level robots and other hardware devices increased from RMB67.8
million for FY2021 to RMB132.4 million for FY2022 primarily due to the increase in sales volume
from 98,820 units sold in FY2021 to 206,470 units sold in FY2022. The increase was mainly due
to (i) the increase in sales volume of our AiRROBO vacuum cleaner by 61,970 units, which
contributed increase in revenue of RMB60.8 million; and (ii) the launch of four new products in
FY2022, such as, humidifiers, air purifiers, AiRROBO cat litter box and sensory drum kit, which
led to further increase in sales volume of 41,450 units and contributed revenue of RMB17.5 million
in FY2022. Our average selling price of consumer-level robots and other hardware devices
remained relatively stable at RMB664 per unit in FY2021 and RMB639 per unit in FY2022.
Cost of sales
Our cost of sales increased by RMB153.0 million, representing an increase of 27.3%, from
RMB561.3 million for FY2021 to RMB714.2 million for FY2022. The increase was mainly due to
the increase in (i) raw materials and consumable goods used of RMB107.6 million in FY2022 due
to the increase in total sales volume; and (ii) net write-down of inventories of RMB69.4 million in
FY2022, mainly arising from the decrease in NRV of a batch of humanoid Alpha Mini
(non-education), resulting from expected sales as we adjusted the selling price downward to boost
its sales in order to reduce the slow-moving. Our increase in cost of sales was partially offset by
the decrease in subcontracting fee of RMB42.0 million mainly due to the impact of consolidation
of Shanghai UBJ after its acquisition in July 2022, which provides subcontracting services to us in
relation to our education smart robotic products and services.
FINANCIAL INFORMATION
– 484 –


--- page 494 ---
Gross profit and gross profit margin
As a result of the foregoing, our gross profit increased by RMB38.1 million, representing an
increase of 14.9%, from RMB256.0 million for FY2021 to RMB294.0 million for FY2022. Our
gross profit margin decreased from 31.3% for FY2021 to 29.2% for FY2022, which was mainly due
to increase in net write-down of inventories and decrease in gross profit margin from logistics smart
robotic products and services, partially offset by the increase in gross profit margin in education
smart robotic products and services, other sector-tailored smart robotic products and services and
consumer-level robots and other hardware devices.
Education smart robotic products and services
Our gross profit from education smart robotic products and services increased from RMB207.0
million for FY2021 to RMB290.1 million for FY2022. Such increase was in line with the increase
in our revenue. The gross profit margin from sales of education smart robotic products and services
increased from 44.8% in FY2021 to 56.1% in FY2022, primarily due to the increase in gross profit
margin from (i) others from 27.9% in FY2021 to 50.8% in FY2022, primarily attributable to the
sales of tailor-made products and services for simulating production line for vocational education
to Customer F of RMB27.0 million in FY2022, which entailed a relatively higher gross profit
margin of over 80% in FY2022; and (ii) ancillary services mainly resulting from the decrease in
subcontracting fees upon the acquisition of Shanghai UBJ, which became our subsidiary in July
2022.
Logistics smart robotic products and services
Our gross profit from provision of logistics smart robotic products and services decreased from
RMB26.9 million for FY2021 to RMB20.8 million for FY2022 mainly due to (i) the relatively lower
gross profit margin of under 2.0% for three contracts with aggregate revenue recognised of
RMB58.3 million, which represented projects for an end-user principally engaged in the automobile
industry, in order to retain such end-user; and (ii) higher raw material costs incurred in the
installation and testing works. Thus, the gross profit margin decreased from 14.1% in FY2021 to
7.9% in FY2022.
Other sector-tailored smart robotic products and services
Our gross profit from provision of other sector-tailored smart robotic products and services
increased from RMB40.4 million for FY2021 to RMB55.0 million for FY2022 primarily due to the
increase in the revenue contribution from sales of Walker series of RMB39.9 million which attained
relatively higher gross profit margin than sales of other accessories. Thus, the gross profit margin
of Walker series and others increased from 35.2% in FY2021 to 76.4% in FY2022. In FY2021 and
FY2022, the revenue from Walker series accounted for an increasing proportion of Walker series
and others from 69.1% in FY2021 to 94.0% in FY2022.
Our gross profit margin from general service smart robotic products and services remained
relatively stable at 46.3% for FY2021 and 50.5% for FY2022.
Consumer-level robots and other hardware devices
Our gross loss from consumer-level robots and other hardware devices decreased from RMB17.9
million in FY2021 to RMB3.0 million in FY2022. The decrease in gross loss attained in FY2022
was primarily due to the increase in revenue contribution from AiRROBO vacuum cleaner of
RMB60.8 million which attained a gross profit margin of over 20% in FY2022.
Selling and marketing expenses
Selling and marketing expenses remained relatively stable at RMB357.6 million for FY2021 and
RMB361.0 million for FY2022.
FINANCIAL INFORMATION
– 485 –


--- page 495 ---
General and administrative expenses
General and administrative expenses increased by RMB72.2 million, representing an increase of
22.1%, from RMB325.9 million for FY2021 to RMB398.1 million for FY2022. The increase was
primarily due to the share-based payments to facilitate acquisition of Shanghai UBJ of RMB92.0
million, partially offset by the decrease in the professional service fees of RMB25.7 million
resulting from the relatively higher professional service fees incurred in FY2021 in relation to a
fundraising activity in the past.
R&D expenses
R&D expenses decreased by RMB88.8 million, representing a decrease of 17.2%, from RMB517.1
million for FY2021 to RMB428.3 million for FY2022. The decrease was primarily due to the
decrease in (i) employee benefit expenses of RMB56.7 million resulting from decrease in
headcounts; (ii) software tools and consumables of RMB11.0 million mainly due to less software
was consumed in FY2022 resulting from the decrease in R&D projects from 136 projects in FY2021
to 65 projects in FY2022; and (iii) depreciation and amortization of RMB5.2 million because some
of our R&D equipment was fully depreciated in FY2021.
Net impairment losses on financial assets
Our net impairment losses on financial assets increased from RMB7.4 million for FY2021 to
RMB46.4 million for FY2022 mainly in relation to trade receivables in connection with certain our
customers whose trade receivable were long over-due, which we believe was mainly due to their
financial difficulties. Please see “Description of Certain Items of Consolidated Statements of
Financial Position — Trade receivables” for details.
Other income and expenses, net
Our net other income decreased from RMB76.0 million for FY2021 to RMB9.5 million for FY2022
which was mainly due to (i) decrease in government grants of RMB32.9 million primarily resulting
from cancelation of a research and industrialization project in FY2022 due to the impact of
COVID-19 and the change of market demands; and (ii) the return of V A T and other tax returns of
RMB24.2 million which was non-recurring. For details, see “Description of Selected Items in
Consolidated Income Statements – Other Income and Expenses, Net”.
Other losses and gains, net
We had net other losses increased from RMB6.6 million for FY2021 to RMB23.0 million for
FY2022 primarily due to (i) loss on deemed disposal of RMB28.1 million in relation to our
acquisition of Shanghai UBJ; and (ii) the loss on disposal of right-of-use assets of RMB14.8 million
in relation to our land use right in Kunming. The net other losses was partially offset by the net
foreign exchange gains of RMB22.8 million mainly due to the appreciation of USD against RMB.
Finance cost, net
Net finance cost increased by RMB5.2 million from RMB17.9 million for FY2021 to RMB23.1
million for FY2022. The increase was mainly due to the increase in interest expenses on borrowings
of RMB8.9 million resulting from increase in average borrowing balances, partially offset by the
increase in amount capitalised of RMB15.6 million mainly for the headquarters in Shenzhen.
Share of results of investments accounted for using the equity method
We had share of losses from investments accounted for using the equity method of RMB0.6 million
for FY2021 and share of profits of RMB5.5 million for FY2022 mainly due to (i) decrease in share
of losses from certain associates because the investment of these associates has become nil due to
share of losses in previous year; and (ii) decrease in share of profits from investments accounted
for using the equity method as we ceased to share profits from Shanghai UBJ in July 2022 because
it became our subsidiary since its acquisition.
Income tax expense
Income tax expense remained relatively stable at RMB16.6 million for FY2021 and RMB16.5
million for FY2022.
FINANCIAL INFORMATION
– 486 –


--- page 496 ---
Loss for the period
As a result of the foregoing, we had loss for the period of RMB917.5 million and RMB987.4 million
in FY2021 and FY2022, respectively.
FY2021 compared to FY2020
Revenue
Our revenue increased by RMB77.0 million, representing an increase of 10.4%, from RMB740.2
million for FY2020 to RMB817.2 million for FY2021. The increase was primarily due to the
increase in revenue from (i) logistics smart robotic products and services of RMB178.1 million; and
(ii) other sector-tailored smart robotic products and services of RMB51.6 million, partially offset
by the decrease in revenue from education smart robotic products and services of RMB150.4
million.
Education smart robotic products and services
Our revenue from education smart robotic products and services decreased from RMB612.2 million
for FY2020 to RMB461.8 million for FY2021 primarily due to the decrease in sales volume of
education hardware products and services, and software from 128,150 units sold in FY2020 to
68,090 units sold in FY2021. Such decrease in sales volume was mainly due to (i) a large sales order
to Customer A for promoting the use of STEAM products in schools in Xiamen of over 54,000 units
in FY2020, which did not recur in FY2021; and (ii) decrease in demand of schools in certain
provinces in China due to force majeure events such as the pandemic in FY2021. Despite the
decrease in sales volume, the average selling price increased from RMB3,150 per unit in FY2020
to RMB3,740 per unit in FY2021, primarily due to the differences in product mix because (i) we
included more functions and value-added services into our uKit and Jimu (education) Series and
humanoid Y anshee which led to the increase in average selling price (a) of uKit and Jimu
(education) Series from RMB2,610 per unit in FY2020 to RMB3,100 per unit in FY2021 and (b)
of humanoid Y anshee from RMB11,790 per unit in FY2020 to RMB13,680 per unit in FY2021; and
(ii) of the upgraded version of products which entailed a relatively higher selling price, such as, the
high school education edition for our Cruzr robots, academic edition, of average selling price
RMB108,280 per unit in FY2021.
Our revenue from ancillary services remained relatively stable at RMB105.0 million in FY2020 and
RMB111.4 million in FY2021. We had 11 and 22 projects which contributed to our revenue in
FY2020 and FY2021, respectively.
Logistics smart robotic products and services
Our revenue from logistics smart robotic products and services increased from RMB12.7 million for
FY2020 to RMB190.8 million for FY2021 since we commenced such business in late FY2020. The
increase in revenue was driven by the increase in number of projects completed from two in FY2020
to 43 in FY2021 and the higher contract value of the projects completed in FY2021.
Other sector-tailored smart robotic products and services
Our revenue from other sector-tailored smart robotic products and services increased from
RMB38.6 million for FY2020 to RMB90.2 million for FY2021 primarily due to the increase in both
sales volume and average selling price. The sales volume increased from 420 units in FY2020 to
572 units in FY2021, primarily due to sales of our newly launched products with features designed
to assist our customers to implement anti-pandemic measures amidst the outbreak of COVID-19.
The average selling price of general service smart robotic products and services increased from
RMB86,420 per unit in FY2020 to RMB135,390 per unit in FY2021 primarily due to the
introduction of ADIBOT, anti-pandemic model of AIMBOT and anti-pandemic model of Cruzr with
additional functionalities, including body temperature measurement and QR code scanning and
disinfection. Moreover, we generated revenue from our Walker Series of RMB8.8 million in
FY2021.
FINANCIAL INFORMATION
– 487 –


--- page 497 ---
Consumer-level robots and other hardware devices
Our revenue from consumer-level robots and other hardware devices increased from RMB62.0
million for FY2020 to RMB67.8 million for FY2021 primarily due to the increase in sales volume
from 63,150 units sold in FY2020 to 98,820 units sold in FY2021. Such increase in sales volume
was attributable to the new products launched in FY2021, such as, AiRROBO vacuum cleaner,
which accounted for 18.1% of the total sales volume of consumer-level robots and other hardware
devices in FY2021.
The increase in sales volume was partially offset by the decrease in average selling price from
RMB940 per unit in FY2020 to RMB664 per unit in FY2021, primarily due to the change in product
mix as certain new products, such as AiRROBO vacuum cleaner, which entailed a relatively lower
selling price compared to the Alpha series products of RMB1,010 per unit in FY2021.
Cost of sales
Our cost of sales increased by RMB151.8 million, representing an increase of 37.1%, from
RMB409.5 million for FY2020 to RMB561.3 million for FY2021. The increase was primarily due
to increase in (i) raw material and consumables used of RMB133.9 million mainly for the raw
material costs for our logistics smart robotic products and services which was generally in line with
the increase in number of projects and their respective revenue; and (ii) subcontracting fee of
RMB25.5 million mainly for our education smart robotic products because we procured more
services, such as, education and training services in FY2021.
Gross profit and gross profit margin
As a result of the foregoing, our gross profit decreased by RMB74.7 million, representing a
decrease of 22.6%, from RMB330.7 million for FY2020 to RMB256.0 million for FY2021. Our
gross profit margin decreased from 44.7% for FY2020 to 31.3% for FY2021, which was mainly due
to the (i) decrease in gross profit margin from education smart robotic products and services; and
(ii) increase in revenue contribution from logistics smart robotic products and services which
attained relatively lower gross profit margin in FY2021.
Education smart robotic products and services
Our gross profit from education smart robotic products and services decreased from RMB309.9
million for FY2020 to RMB207.0 million for FY2021 primarily due to the decrease in its revenue.
The gross profit margin from education smart robotic products and services decreased from 50.6%
for FY2020 to 44.8% for FY2021, primarily due to (i) the relatively higher gross profit margin
attained from a large sales order to Customer A for promoting the use of STEAM products in
schools in Xiamen in FY2020 and did not recur in FY2021, which accounted for 44.1% of our total
revenue from education smart robotic products and services in FY2020 with gross profit margin of
58.1% for education hardware products and services, and software; and (ii) increase in average cost
per unit in FY2021 resulting from the decrease in sales volume of humanoid Y anshee. The gross
profit margin of ancillary services decreased from 29.1% in FY2020 to 19.8% in FY2021, mainly
due to the increase in number of projects that included education training which attained a relatively
lower gross profit margin in FY2021.
Logistics smart robotic products and services
Our gross profit from logistics smart robotic products and services increased from RMB1.9 million
for FY2020 to RMB26.9 million for FY2021 primarily due to the increase in its revenue. The gross
profit margin remained relatively stable at 14.9% in FY2020 and 14.1% in FY2021.
Other sector-tailored smart robotic products and services
Our gross profit from other sector-tailored smart robotic products and services increased from
RMB17.7 million for FY2020 to RMB40.4 million for FY2021 primarily due to the increase in its
revenue. The gross profit margin remained relatively stable at 45.9% in FY2020 and 44.7% in
FY2021.
FINANCIAL INFORMATION
– 488 –


--- page 498 ---
Consumer-level robots and other hardware devices
Our gross profit from provision of consumer-level robots and other hardware devices decreased
from RMB19.2 million for FY2020 to a gross loss of RMB17.9 million for FY2021 primarily due
to the reduced selling prices for certain products, such as, Alpha 1, Alpha 2 and Jimu series
(non-education) to boost their sales in order to reduce slow-moving inventories, and the disposal of
scrap.
Selling and marketing expenses
Selling and marketing expenses increased by RMB44.3 million, representing an increase of 14.1%,
from RMB313.3 million for FY2020 to RMB357.6 million for FY2021. The increase was primarily
due to (i) the increase in employee benefits expenses for our sales staff of RMB45.9 million
resulting from (a) the increase in share-based compensation; (b) increase in headcounts of 113 staff
from December 31, 2020 to December 31, 2021; and (c) the decrease in the exemption of payments
of social insurance contribution in FY2020 during the outbreak of COVID-19; and (ii) the increase
in marketing, conferences and traveling expenses of RMB10.1 million resulting from more business
trips for promoting our business in FY2021. The increase in selling and marketing expenses was
partially offset by the decrease in advertising and promotion expenses of RMB15.3 million mainly
attributable to the decrease in reduced advertising and promotion resulting from our effort in cost
control.
General and administrative expenses
General and administrative expenses increased by RMB113.8 million, representing an increase of
53.7%, from RMB212.1 million for FY2020 to RMB325.9 million for FY2021. The increase was
primarily due to the increase in (i) employee benefits expenses of RMB80.3 million resulting from
the increase in both the quantity and the fair value of the share-based compensation and the increase
in headcounts of 40 staff from December 31, 2020 to December 31, 2021 and the decrease in
exemption of payments of social insurance contribution which was offered in FY2020 during the
outbreak of COVID-19; (ii) professional services fees of RMB23.8 million mainly in relation to a
fundraising activity attempted in the past; and (iii) depreciation and amortization of RMB7.8
million mainly resulting from the increase in leased offices.
R&D expenses
R&D expenses increased by RMB88.3 million, representing an increase of 20.6%, from RMB428.8
million for FY2020 to RMB517.1 million for FY2021. The increase was primarily due to (i) the
increase in employee benefit expenses of RMB65.9 million resulting from increase in share-based
compensation and headcounts of 25 staff from December 31, 2020 to December 31, 2021; (ii) the
decrease in the exemption of payments of social insurance contributions in FY2020 during the
outbreak of COVID-19; and (iii) the increase in software tools and consumables of RMB8.8 million
resulting from increase in R&D projects in FY2021, from 84 projects in FY2020 to 136 projects in
FY2021.
Net impairment losses on financial assets
We had an impairment loss on financial assets of RMB40.1 million and RMB7.4 million in FY2020
and FY2021, respectively. Our impairment losses on financial assets was relatively higher in
FY2020, primarily due to the relatively higher impairment loss on trade receivables in connection
with three of our customers (i) who experienced financial difficulties to settle our payments, of
which operations were affected during the outbreak of COVID-19; and (ii) whose trade receivable
were long over-due due to longer processing time for our customer to respond during the outbreak
of COVID-19. For details, see “Description of Certain Items of Consolidated Statements of
Financial Position — Trade receivables” in this section.
Other income and expenses, net
Our other income decreased by RMB9.7 million, representing a decrease of 11.3%, from RMB85.7
million for FY2020 to RMB76.0 million for FY2021. The decrease in other income was mainly due
to decrease in (i) government grants of RMB6.7 million; and (ii) V A T and other taxes refund of
RMB3.0 million which was due to decrease in sales of software inserted products in FY2021.
FINANCIAL INFORMATION
– 489 –


--- page 499 ---
Other losses and gains, net
Our other net losses decreased by RMB11.2 million, representing a decrease of 63.2%, from
RMB17.8 million for FY2020 to RMB6.6 million for FY2021. The decrease in other net losses was
mainly due to the decrease in net foreign exchange loss of RMB11.8 million mainly resulting from
the fluctuation of RMB against USD.
Finance cost, net
Net finance cost decreased by RMB18.5 million from RMB36.4 million for FY2020 to RMB17.9
million for FY2021. The decrease was mainly due to decrease in interest expenses on borrowings
of RMB20.0 million resulting from decrease in average borrowing balances. The decrease in
finance costs was partially offset by the amount capitalized of RMB1.8 million in relation to the
interest expenses for the construction of work in progress for our headquarters in Shenzhen.
Share of results of investments accounted for using the equity method
We had share of losses from investments accounted for using the equity method of RMB43.5 million
and RMB0.6 million for FY2020 and FY2021, respectively, primarily due to the decrease in share
of loss from an associate of RMB48.4 million because its investment costs has become nil due to
share of losses.
Income tax expense
Income tax expense decreased by RMB14.9 million, representing a decrease of 47.4%, from
RMB31.5 million for FY2020 to RMB16.6 million for FY2021. The decrease was mainly due to the
increase in losses before income tax expense in FY2021.
Loss for the year
As a result of the foregoing, we had loss for the year of RMB707.0 million and RMB917.5 million
in FY2020 and FY2021, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Our primary uses of cash have been, and are expected to continue to be, funding our R&D,
procurement of raw materials and other general corporate needs. Historically, we financed our
operation and other capital requirements primarily using bank and other borrowings and funds
raised from equity financings.
Upon completion of the Global Offering, we currently expect that there will not be any material
change in the sources and uses of cash of our Group in the future, except that we would have
additional funds from proceeds of the Global Offering for implementing our future plans as detailed
under the section headed “Future Plans and Use of Proceeds” in this Prospectus. Any significant
decrease in demand for, or pricing of, our products, or a significant decrease in the availability of
bank loans or other financing may adversely impact our liquidity.
As of December 31, 2020, 2021 and 2022 and June 30, 2023, we had cash and cash equivalents of
RMB621.8 million, RMB273.1 million, RMB145.4 million and RMB619.1 million, respectively.
FINANCIAL INFORMATION
– 490 –


--- page 500 ---
Cash Flows
The following table sets forth a summary of our consolidated statements of cash flows during the
Track Record Period:
FY2020 FY2021 FY2022 6M2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Loss before income tax /H1100/H1100/H1100/H1100/H1100/H1100(675,495) (900,961) (970,859) (514,738) (547,625)
— Adjustments for non-cash
item /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100252,645 268,925 459,945 158,983 235,669
— Changes in working
capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(142,608) (40,634) (22,018) 242,020 (205,443)
Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100(565,458) (672,670) (532,932) (113,735) (517,399)
Income taxes refunded /H1100/H1100/H1100/H1100/H1100/H1100/H11001,123 12,803 1,222 234 3
Income taxes paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(38,312) (20,829) (11,778) (1,613) (9,152)
Net cash flows used in
operating activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(602,647) (680,696) (543,488) (115,114) (526,548)
Net cash flows used in
investing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(189,392) (227,062) (389,526) (106,565) (218,769)
Net cash flows generated from
financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,028,326 560,470 802,797 697,393 1,218,281
Net increase/(decrease) in cash
and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100236,287 (347,288) (130,217) 475,714 472,964
Cash and cash equivalents at
beginning of year/period /H1100/H1100/H1100388,839 621,754 273,103 273,103 145,398
Effect of foreign exchange rate
changes, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,372) (1,363) 2,512 1,159 786
Cash and cash equivalents
at end of year/period /H1100/H1100/H1100/H1100/H1100/H1100621,754 273,103 145,398 749,976 619,148
Operating activities
During the Track Record Period, we had net cash used in operating activities of RMB602.6 million,
RMB680.7 million, RMB543.5 million and RMB526.5 million in FY2020, FY2021, FY2022 and
6M2023, respectively, as we incurred significant operating expenses, including R&D expenses,
selling and marketing expenses, general and administrative expenses to develop and promote our
new products and services. As such, we expect to continue to have net cash outflows from operating
activities in the near future.
In 6M2023, we had net cash used in operating activities of RMB526.5 million, primarily
attributable to our loss before income tax of RMB547.6 million, as adjusted for non-cash and
non-operating items, which primarily include (i) share-based compensation of RMB179.5 million;
(ii) depreciation of property, plant and equipment of RMB22.1 million; (iii) depreciation of
right-of-use assets of RMB18.5 million; and (iv) net impairment losses on financial assets of
RMB8.7 million. The amount was further adjusted by changes in working capital of RMB205.4
million and net income tax paid of RMB9.1 million. The changes in working capital primarily
included (i) decrease in other payables and accruals of RMB105.6 million; (ii) increase in
inventories of RMB83.8 million; and (iii) increase in prepayments, deposits and other receivables
of RMB69.7 million, partially offset by the decrease in contract liabilities of RMB42.6 million.
FINANCIAL INFORMATION
– 491 –


--- page 501 ---
We had significant amount of cash flows used in operating activities in 6M2023, mainly due to the
seasonality factor which we have relative lower income base in 6M2023, while certain recurring
monthly expenses incurred, such as, salaries and other employee benefits. Despite being subject to
similar seasonality factor, our net cash flows used in operating activities increased from 6M2022
to 6M2023, primarily due to the (i) higher settlement from customers for 6M2022 amounted to
RMB412.4 million as a result of two project settlement of aggregate amount of RMB208.9 million
from two customers in 6M2022; (ii) proceeds from recoverable V A T credits refund of RMB171.6
million because FY2022 was the first year for us to apply for the refund while the refund decreased
to RMB2.7 million in 6M2023; and (iii) increase in settlement for the larger amount of purchase of
raw materials mainly for our logistics segment to fulfill sales orders for 2023 of RMB30.2 million.
Given the nature of our industry, we have been and intend to continue investing heavily on our R&D
efforts which we believe are critical to our long-term success.
In FY2022, we had net cash used in operating activities of RMB543.5 million, primarily attributable
to our loss before income tax of RMB970.9 million, as adjusted for non-cash and non-operating
items, which primarily include (i) share-based compensation of RMB204.4 million; (ii) share-based
payments to facilitate acquisition of subsidiary of RMB92.0 million; (iii) depreciation of property,
plant and equipment of RMB51.0 million; (iv) net impairment losses on financial assets of
RMB46.4 million; and (v) depreciation of right-of-use assets of RMB36.7 million. The amount was
further adjusted by changes in working capital and net income tax paid of RMB10.6 million. The
changes in working capital primarily included (i) increase in trade receivables of RMB303.6
million; and (ii) decrease in contract liabilities of RMB68.6 million, partially offset by the (i)
decrease in prepayments, deposits and other receivables of RMB167.3 million; (ii) increase in trade
payables of RMB100.4 million; and (iii) decrease in inventories of RMB98.9 million.
In FY2021, we had net cash used in operating activities of RMB680.7 million, primarily attributable
to our loss before income tax of RMB901.0 million, as adjusted for non-cash and non-operating
items, which primarily include (i) share-based compensation of RMB156.4 million; (ii) depreciation
of property, plant and equipment of RMB54.8 million; (iii) depreciation of right-of-use assets of
RMB41.4 million; and (iv) net finance costs of RMB17.9 million. The amount was further adjusted
by changes in working capital and net income tax paid of RMB8.0 million. The changes in working
capital primarily included (i) increase in trade receivables of RMB238.5 million which was in line
with the increase in our revenue; (ii) increase in prepayments and other receivables of RMB83.9
million primarily resulting from increase in recoverable value-added tax and other taxes due to
increase in purchase of materials and fixed assets, partially offset by the increase in trade payables
of RMB170.1 million primarily due to increase in payables to our suppliers.
In FY2020, we had net cash used in operating activities of RMB602.6 million, primarily attributable
to our loss before income tax of RMB675.5 million, as adjusted for non-cash and non-operating
items, which primarily include (i) share-based compensation of RMB64.5 million; (ii) share of
results of accounted for using equity method of RMB43.5 million; (iii) depreciation of property,
plant and equipment of RMB46.2 million; (iv) depreciation of right-of-use assets of RMB31.1
million; and (v) net finance costs of RMB36.4 million. The amount was further adjusted by changes
in working capital and net income tax paid of RMB37.2 million. The changes in working capital
primarily included (i) decrease in other payables and accruals of RMB267.0 million; and (ii)
decrease in trade payables of RMB140.7 million, partially offset by the (i) decrease in inventories
of RMB85.5 million; (ii) decrease in trade receivables of RMB111.1 million and (iii) increase in
contract liabilities of RMB65.9 million.
FINANCIAL INFORMATION
– 492 –


--- page 502 ---
Investing activities
In 6M2023, our net cash used in investing activities of RMB218.8 million primarily reflected the
purchases of property, plant and equipment of RMB237.7 million.
In FY2022, our net cash used in investing activities of RMB389.5 million primarily reflected (i)
payments for purchase of property, plant and equipment of RMB318.7 million mainly for the
construction in progress for our headquarters in Shenzhen and office in Hangzhou; and (ii)
acquisition of subsidiaries, net of cash acquired, of RMB108.1 million in relation to the acquisition
in Shanghai UBJ. The cash outflow was partially offset by the proceeds from disposals of financial
assets at fair value through profit or loss of RMB29.1 million.
In FY2021, our net cash used in investing activities of RMB227.1 million primarily reflected (i)
payments for purchase of property, plant and equipment of RMB170.5 million for our headquarters
in Shenzhen and office in Hangzhou; and (ii) payment for purchase of land use right of RMB67.4
million.
In FY2020, our net cash used in investing activities of RMB189.4 million primarily reflected (i)
payments for purchases of financial assets at FVPL of RMB305.0 million; (ii) payments for
purchase of property, plant and equipment of RMB141.3 million; and (iii) payments for investment
in associates of RMB51.9 million, partially offset by the proceeds from disposals of financial assets
at FVPL of RMB301.3 million.
Financing activities
In 6M2023, we had net cash from financing activities of RMB1,218.3 million, which primarily
consisted of (i) issuance of ordinary shares of RMB820.0 million; and (ii) net proceeds from
borrowings of RMB310.9 million.
In FY2022, we had net cash from financing activities of RMB802.8 million, which primarily
consisted of net proceeds from issuance of new shares of RMB861.3 million.
In FY2021, we had net cash generated from financing activities of RMB560.5 million, which
primarily consisted of (i) net proceeds from issuance of new shares of RMB500.0 million; (ii) net
proceeds from borrowings of RMB184.9 million; and (iii) net restricted cash for borrowings
released of RMB49.4 million.
In FY2020, we had net cash generated from financing activities of RMB1,028.3 million, which
primarily consisted of net proceeds from issuance of new shares of RMB1,400.0 million. The cash
inflow was partially offset by the net repayments of borrowings of RMB241.7 million.
Measures to improve our cash flow position and cash conversion cycle
During the Track Record Period, we had net cash used in operating activities of RMB602.6 million,
RMB680.7 million, RMB543.5 million and RMB526.5 million in FY2020, FY2021, FY2022 and
6M2023, respectively, as we incurred significant operating expenses, including R&D expenses,
selling and marketing expenses, general and administrative expenses to develop and promote our
new products and services. Despite our cash outflow from operating activities of RMB526.5 million
for 6M2023, we believe we have sufficient financial resources to meet our present and future
liquidity requirements in light of the following:
 enhancing our revenue scale by capturing more market share. We believe with the increase in
revenue in total scale, we are able to enjoy economies of scales as we expect our revenue
growth to gradually exceed the increase in expenses when our business further expands;
 monitoring and controlling our inventory level in order to reduce lag time and shorten the
operating cycle; and
FINANCIAL INFORMATION
– 493 –


--- page 503 ---
 negotiating better terms with our customers and suppliers. To improve and refine our
management of working capital and improve our cash conversion cycle, we will continue to
leverage our established position to negotiate more attractive contractual terms with our
customers and suppliers and implement more stringent credit term review and approval
procedures. In the future, we plan to develop relationships with more customers of sound
credit profile. We also expect to collect our trade receivables in a more efficient manner and
have implemented relevant measures, such as implementing sales and collection policy which
includes measures to perform on-going credit evaluation of financial conditions of our
customers, assessing the potential customer’s credit quality at the early stage of entering sales
contracts, collecting basic information and building customer profiles, and considering the
customer’s payment history and any unsettled amount with us at the time.
Working Capital
Taking into consideration (i) the cash resources available to the Group, (ii) financing facilities from
financial institutions available to the Group and (iii) the estimated net proceeds from the Global
Offering, our Directors confirm, and the Sole Sponsor concurs with our Directors, that we have
sufficient working capital to meet our present requirements for the next 12 months from the date
of this document.
Net Current Assets/(Liabilities)
The table below sets out selected information for our current assets and current liabilities as of the
dates indicated:
As of December 31,
As of
June 30,
As of
October 31
2020 2021 2022 2023 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current Assets
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100412,833 426,076 332,666 416,481 414,465
Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100136,659 368,125 662,053 662,310 897,336
Prepayments,
deposits and other
receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100252,791 353,681 181,065 299,062 260,885
Financial assets at fair
value through profit or
loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,076 ————
Prepaid income tax /H1100/H1100/H1100/H110014,441 1,821 3,330 4,748 5,432
Restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100114,189 167,629 48,181 4,388 55,743
Cash and cash
equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100621,754 273,103 145,398 619,148 548,754
1,557,743 1,590,435 1,372,693 2,006,137 2,182,615
Assets classified as
held-for-sale /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 12,466 — —
1,557,743 1,590,435 1,385,159 2,006,137 2,182,615
FINANCIAL INFORMATION
– 494 –


--- page 504 ---
As of December 31,
As of
June 30,
As of
October 31
2020 2021 2022 2023 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current Liabilities
Borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100576,216 651,866 326,771 438,051 624,278
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100192,416 362,479 305,406 324,765 297,306
Other payables and
accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100371,543 469,344 599,681 521,049 509,570
Contract liabilities /H1100/H1100/H1100/H1100/H110091,063 144,151 84,509 127,085 115,944
Current income tax
liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,111 4,023 13,267 5,828 31,391
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H110036,511 41,861 34,861 32,325 33,421
1,275,860 1,673,724 1,364,495 1,449,103 1,611,910
Net Current
Assets/(Liabilities) /H1100/H1100281,883 (83,289) 20,664 557,034 570,705
Our Group’s net current assets decreased from RMB281.9 million as of December 31, 2020 to net
current liabilities of RMB83.3 million as of December 31, 2021. The decrease was primarily due
to (i) decrease in cash and cash balances of RMB348.7 million which was mainly used to support
daily operation and purchase of property, plant and equipment; (ii) increase in trade payables of
RMB170.1 million due to increase in procurement of raw materials and sub-contracting services;
(iii) increase in other payables and accruals of RMB97.8 million; and (iv) increase in current
portion of borrowings of RMB75.7 million to support our operation. The decrease was partially
offset by the (i) increase in trade receivables of RMB231.5 million due to more logistics and
education smart robotic products and services were completed and delivered in the fourth quarter
of the year; and (ii) increase in prepayments, deposits and other receivables of RMB100.9 million
mainly resulting from the increase in recoverable V A T and other taxes of RMB61.6 million which
was related to the increase in purchase of materials and fixed assets.
We then recorded a net current asset of RMB20.7 million as of December 31, 2022 as compared
with net current liabilities as of December 31, 2021. The change was primarily due to the (i)
decrease in current portion of borrowings of RMB325.1 million due to repayment of bank loans; (ii)
increase in trade receivables of RMB293.9 million; and (iii) decrease in trade payables of RMB57.1
million mainly due to the decrease in payables to Shanghai UBJ which was consolidated to our
financials after its acquisition in July 2022. The decrease in net current liabilities as of December
31, 2022 was partially offset by the decrease in prepayment, deposits and other receivables of
RMB172.6 million as of December 31, 2022, which was primarily attributable to the decrease in
recoverable V A T and other taxes of RMB146.0 million resulting from application of refunds of V A T
credits.
Our net current assets then increased to RMB557.0 million as of June 30, 2023, primarily due to
the increase in cash and cash equivalents of RMB473.8 million resulting from the consideration
received from the Pre-IPO investments of RMB820.0 million in January 2023.
Our net current assets remained relatively stable at RMB570.7 million as of October 31, 2023.
FINANCIAL INFORMATION
– 495 –


--- page 505 ---
DESCRIPTION OF CERTAIN ITEMS OF CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
Property, Plant and Equipment
The following sets forth a breakdown of balances of our property, plant and equipment as of the
dates indicated:
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Construction in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110067,518 248,451 578,420 805,836
Buildings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 87,364 85,180
Machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090,479 82,933 60,596 53,634
Office and other equipment /H1100/H1100/H1100/H1100/H1100/H1100/H110023,407 18,138 11,181 8,789
Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,663 14,594 21,619 21,550
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100193,067 364,116 759,180 974,989
Our property, plant and equipment increased from RMB193.1 million as of December 31, 2020 to
RMB364.1 million as of December 31, 2021, to RMB759.2 million as of December 31, 2022, and
further to RMB975.0 million as of June 30, 2023, primarily attributable to the addition of
construction in progress of RMB180.9 million, RMB436.7 million and RMB227.4 million in
FY2021, FY2022 and 6M2023, respectively, mainly for our headquarters in Shenzhen and office in
Hangzhou. In FY2022, RMB87.4 million of construction in progress was transferred to buildings
after the completion of construction of building in Hebei. The increase was partially offset by the
depreciation of property, plant and equipment of RMB54.8 million, RMB51.0 million and RMB22.1
million charged in FY2021, FY2022 and 6M2023, respectively.
Right-of-use assets
The following sets forth a breakdown of balances of our right-of-use assets as of the dates indicated:
As at December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Buildings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090,730 79,208 55,208 57,070
Land use rights /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100461,153 492,605 448,199 413,791
551,883 571,813 503,407 470,861
Our right-of-use assets increased from RMB551.9 million as of December 31, 2020 to RMB571.8
million as of December 31, 2021, primarily due to additions of RMB75.3 million for our land use
rights and buildings. The increase was partially offset by the depreciation charge of RMB55.4
million in FY2021.
Our right-of-use assets then decreased to RMB503.4 million as of December 31, 2022, primarily
due to (i) the depreciation charge of RMB51.4 million in FY2022; and (ii) disposal of a land use
right of RMB28.8 million in Kunming in FY2022. See “Business — Properties — Owned Land” for
details. The decrease was partially offset by the additions of RMB32.5 million for our buildings.
Our right-of-use assets then decreased to RMB470.9 million as of June 30, 2023, primarily due to
(i) the depreciation charge of RMB22.7 million in 6M2023 and (ii) disposal of a land use rights of
RMB35.0 million in Hebei and Hangzhou in 6M2023.
FINANCIAL INFORMATION
– 496 –


--- page 506 ---
Intangible assets
During the Track Record Period, our intangible assets, which mainly consisted of goodwill and
customer contracts and relationships acquired through acquisition of Shanghai UBJ and Jiangsu
Tianhui in FY2022, purchased software and trademarks. The following sets forth a breakdown of
balances of our intangible assets as of the dates indicated:
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 75,587 75,587
Customer contracts and
relationships /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 7,853 6,147
Purchased software /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,949 2,063 2,267 1,713
Trademarks /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,278 1,131 984 910
6,227 3,194 86,691 84,357
Our intangible assets decreased from RMB6.2 million as of December 31, 2020 to RMB3.2 million
as of December 31, 2021, primarily due to the amortization of purchased software. Our intangible
assets increased to RMB86.7 million as of December 31, 2022, primarily due to the goodwill of
RMB75.6 million and customer contracts and relationships of RMB7.9 million arising from the
acquisition of Shanghai UBJ and Jiangsu Tianhui. Our intangible assets decreased to RMB84.4
million as of June 30, 2023, primarily due to the amortization charged of RMB2.3 million in
6M2023.
Goodwill
We had goodwill of RMB75.6 million as of December 31, 2022 and June 30, 2023, from the
acquisition of Shanghai UBJ for its education smart robotic products and services business and
Jiangsu Tianhui for us to further expand and strengthen the competitiveness of our logistics smart
robotic products and services business.
The following sets forth a breakdown of the carrying amounts of our goodwill as of the dates
indicated:
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Shanghai UBJ /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 14,622 14,622
Jiangsu Tianhui /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 60,965 60,965
— — 75,587 75,587
Impairment test
Impairment review on the goodwill has been conducted by the management as at December 31,
2022 and June 30, 2023 according to HKAS 36 “Impairment of assets”. We carried out impairment
testing on goodwill by comparing the recoverable amounts of each CGU to their carrying amounts.
For the purpose of impairment review, the recoverable amount of CGU (or groups of CGUs) is the
higher of its fair value less cost of disposal and its value in use. We have engaged an independent
external valuer for performing the goodwill impairment assessments as at December 31, 2022 and
June 30, 2023. Goodwill is monitored by management at the level of the Group. The management
FINANCIAL INFORMATION
– 497 –


--- page 507 ---
leveraged their extensive experiences in the industries and prepared the forecast based on the past
performance and their expectation of future business projection and market developments.
According to business projection, Shanghai UBJ would be specially engaged in providing ancillary
services of education smart robotic products and services, and Jiangsu Tianhui would be specially
engaging in sales of logistics smart robotic products and services to new energy vehicle-related
manufacturers. There is an active market for the output generated by Shanghai UBJ and Jiangsu
Tianhui respectively, which can generate independent cash flows from external parties. As such, the
management of the Company considers that the respective business of Shanghai UBJ and Jiangsu
Tianhui are the smallest identifiable group of assets that generate cash inflows that are largely
independent from other assets’ cash inflows. The management determined the recoverable amounts
of Shanghai UBJ CGU and Jiangsu Tianhui CGU based on value-in-use calculations. Based on the
results of the impairment assessments, no impairment loss on the goodwill was recognized as at
December 31, 2022 and June 30, 2023. The calculations of recoverable amounts used pre-tax cash
flow projections, based on financial budgets prepared by management covering a five-year period.
Cash flows beyond the five-year period is extrapolated using estimated terminal growth rates. The
key inputs and results of the impairment assessments are as below.
Shanghai UBJ
As at
December 31,
2022
As at
June 30,
2023
Growth rates during the projection period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005.8%~31.7% 5.1%~36.9%
Gross margin during the projection period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110045.6% 48.3%
Pre-tax discount rates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018.05% 18.04%
Terminal growth rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.0% 2.2%
Recoverable amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100264,572 262,266
Headroom (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,070 9,890
Jiangsu Tianhui
As at
December 31,
2022
As at
June 30,
2023
Growth rates during the projection period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007.0%~171.6% 5.7%~171.6%
Gross margin during the projection period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020.9%~22.6% 20.9%~22.6%
Pre-tax discount rates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021.76% 22.26%
Terminal growth rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.0% 2.2%
Recoverable amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071,922 73,783
Headroom (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,009 5,529
Impact of possible changes in key assumptions and sensitivity analysis
Had the estimated revenue growth rates during the forecast period been 100 basis points lower, the
recoverable amount of Shanghai UBJ would decrease by RMB5.0 million and RMB3.2 million as
of December 31, 2022 and June 30, 2023, respectively, and the recoverable amount of Jiangsu
Tianhui would decrease by RMB2.0 million and RMB2.1 million as of December 31, 2022 and June
30, 2023, respectively. For details, see note 18 of the Accountant’s Report.
The headroom was less than 10% of the carrying amount of Shanghai UBJ and Jiangsu Tianhui
respectively due to the fact that it has not been one year since they were acquired and the
recoverable amount of Shanghai UBJ and Jiangsu Tianhui were close to the fair value acquired at
the acquisition date. Please refer to note 18 of Appendix I to this prospectus for further details.
Considering there was still headroom as of December 31, 2022 and June 30, 2023 based on the
assessment, our Directors do not believe that any reasonably possible changes in key assumptions
would cause the carrying amount of each individual asset to exceed its respective recoverable
amount.
FINANCIAL INFORMATION
– 498 –


--- page 508 ---
Investments accounted for using the equity method
Our investments accounted for using the equity method increased from RMB97.2 million as of
December 31, 2020 to RMB108.3 million as of December 31, 2021 and decreased to nil as of
December 31, 2022 and June 30, 2023. The following sets forth the breakdown and movements of
our investments accounted for using the equity method as of the date indicated:
As at December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Investments in a joint venture /H1100/H1100/H1100/H1100/H1100
— Share of net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110067,507 78,172 — —
— Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,668 30,165 — —
92,175 108,337 — —
Investments in associates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
— Share of net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,00 4———
97,179 108,337 — —
Investment in a joint venture
FY2020 FY2021 FY2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000
At the beginning of the
year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081,459 92,175 108,337 —
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 8,742 — —
Share of results /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,716 7,420 5,521 —
Deemed disposal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (113,858) —
At the end of the year/period /H1100/H1100/H1100/H1100/H1100/H110092,175 108,337 — —
Investments in associates
FY2020 FY2021 FY2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000
At the beginning of the
year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,348 5,004 — —
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110051,911 3,000 — —
Share of results /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(54,255) (8,004) — —
At the end of the year/period /H1100/H1100/H1100/H1100/H1100/H11005,00 4———
Our investments accounted for using the equity method increased from RMB97.2 million as of
December 31, 2020 to RMB108.3 million as of December 31, 2021, primarily due to addition of
investment to Shanghai UBJ and an associate of RMB8.7 million and RMB3.0 million, respectively;
and (ii) share of profit from Shanghai UBJ of RMB7.4 million in FY2021. The increase was
partially offset by share of losses of RMB8.0 million from our associates. Our investments
accounted for using the equity method decreased to nil as of December 31, 2022, due to the business
acquisition of Shanghai UBJ. The investment costs of our associates had been reduced to nil due
to share of losses in respective years. For details, see note 20 to the Accountant’s Report. Our
investments accounted for using the equity method remained at nil as of June 30, 2023.
FINANCIAL INFORMATION
– 499 –


--- page 509 ---
Before December 2021, we held 38.08% equity interest in Shanghai UBJ, which accounted for as
joint venture. In December 2021, we entered into an agreement with a shareholder of Shanghai UBJ
to acquire 1.65% of its equity interest at a cash consideration of RMB8.7 million. Shanghai UBJ
was regarded as a joint venture of our Group. For details, see note 20 of the Accountant’s Report.
In July 2022, we acquired additional 47.8% equity interest of Shanghai UBJ. As a result, we
obtained control on Shanghai UBJ. The transaction was treated as a business combination of
subsidiary. See “History, Development and Corporate Structure — Material Acquisitions during the
Track Record Period — Acquisition of Additional 47.80% Equity Interest in Shanghai UBJ” for
details.
Financial assets at fair value
During the Track Record Period, we had investments which are classified as financial assets at fair
value through profit or loss and financial assets at fair value through other comprehensive income.
Financial assets at fair value through profit or loss
Our financial assets at fair value through profit or loss primarily represent our investments in wealth
management products issued by commercial banks in China mainly for the purpose of managing our
surplus cash. The following table sets forth a summary and movement of our financial assets at fair
value through profit or loss as of the dates indicated.
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Investments in wealth management
products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,07 6———
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
At the beginning of the
year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100476 5,076 — —
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100305,000 — — —
Acquisition of subsidiary /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 28,931 —
Disposal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(301,309) (5,105) (29,050) —
Changes in fair value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100909 29 119 —
At the end of the year/period /H1100/H1100/H1100/H11005,076 — — —
We purchased wealth management products of RMB305.0 million in FY2020, which included
mainly 8 structured wealth management products issued by commercial banks in China with the
product income linked to SHIBOR. During FY2020, 7 of these products were matured and disposed
of at a total value of RMB301.3 million. The remaining product, at a total value of RMB5.1 million,
were matured and disposed of in FY2021. The underlying portfolios of the structured deposits
primarily consist of deposits mainly linked to interest rates.
In FY2022, we did not purchase any wealth management products. Nevertheless, we had addition
of RMB28.9 million through the business combination of Shanghai UBJ in FY2022. All of these
products were matured and disposed of in FY2022. The returns on all of these wealth management
products are not guaranteed, and therefore we designated them as financial assets at fair value
through profit or loss. We did not purchase any wealth management products during 6M2023.
FINANCIAL INFORMATION
– 500 –


--- page 510 ---
Currently, we do not intend to invest in any wealth management products after the Listing.
Financial assets at fair value through other comprehensive income
During the Track Record Period, we invested in three unlisted companies which were classified as
the financial assets at fair value through other comprehensive income for the purpose of capitalizing
on potential synergies in R&D collaborations. The following tables sets forth movement of
investments included in financial assets at fair value through other comprehensive income as of the
dates indicated.
FY2020 FY2021 FY2022 6M2023
RMB’000 RMB’000 RMB’000 RMB’000
At the beginning of the year/period /H1100/H1100/H1100— 4,000 3,973 5,573
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,000 11,000 — —
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (4,000) — —
Changes in fair value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (7,027) 1,600 (132)
At the end of the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,000 3,973 5,573 5,441
During the Track Record Period, we had investment holding in one company as of December 31,
2020 and two companies as of December 31, 2021 and 2022 and as of June 30, 2023, respectively.
We invested in these companies in order to capitalize on potential synergies in R&D collaborations.
Our financial assets at fair value through other comprehensive income remained stable at RMB4.0
million as of December 31, 2020 and RMB4.0 million as of December 31, 2021, primarily due to
the investments in two companies with an aggregate amount of RMB11.0 million during FY2021,
partially offset by the (i) decrease in fair value of RMB7.0 million resulting from decrease in
business enterprise value for a company engaged in AI education in relation to sports, mainly due
to the valuation; and (ii) disposal of the investment in a company with a cost of RMB4.0 million.
Our financial assets at fair value through other comprehensive income increased to RMB5.6 million
as of December 31, 2022, primarily due to the increase in fair value of RMB1.6 million resulting
from the increase in business enterprise value. Our financial assets at fair value through other
comprehensive income then remained relatively stable at RMB5.4 million as of June 30, 2023.
V aluation of financial assets at fair value
The fair value of the wealth management products and unlisted equity investments, which are not
to be traded in an active market, is determined by using valuation techniques required by the
HKFRS to give a rational and unbiased estimate of a hypothetical market value. V aluation for each
of the wealth management products was calculated based on the expected return at the end of each
reporting periods during the Track Record Period, whilst valuation for each of the equity
investments was issued by valuer. These valuation techniques maximize the use of observable
market data where it is available and rely as little as possible on entity specific estimates. The fair
value of our Group’s wealth management products is calculated based on the expected rate of return
whilst the fair value of our Group’s unlisted equity is calculated based on the business enterprise
value/book multiple of comparable companies and the lack of marketability discount rate. However,
changes in the fair value of FVPL will not cause actual cash inflow or outflow for any unrealized
gain or loss on FVPL.
Investment and treasury policies and internal control measures
The investment in wealth management products and unlisted equity investment was in line with the
internal control measures we have implemented. Before the purchase of wealth management
products and investment in unlisted companies, it is required to submit applications which shall set
out the details and risks of such products and obtain the approval from our head of finance
department and chief financial officer.
FINANCIAL INFORMATION
– 501 –


--- page 511 ---
The purchase of principal-guaranteed wealth management products requires approval from our head
of finance department and chief financial officer. The purchase of wealth management products
which do not guarantee the repayment of principal requires approval from our head of finance
department, chief financial officer and chief executive officer.
A team in the finance department of our Group performs the valuations of financial instruments
required for financial reporting purposes, including the Level 3 fair value. Discussions of valuation
processes and results are held between the head of finance department and the valuation team at
least once a year. External valuation experts will be involved when necessary.
At each financial year end the finance department:
 verifies all major inputs to the valuation report;
 assesses valuation movements when compared to the prior year valuation report; and
 holds discussions with the independent valuer.
In relation to the valuation of the financial assets at fair value through other comprehensive income
within level 3 of fair value measurement, our Directors confirmed that they have adopted the
following procedures: (i) engaged an independent qualified valuer to appraise the fair value of
unlisted equity securities; (ii) discussed with finance department and valuer the financial and
operating data, as well as the development and the business plans of the investees; (iii) reviewed
and agreed on the valuation approaches adopted and key assumptions and inputs used, including
equity value/revenue ratio and discount rate for lack of marketability etc.; and (iv) reviewed the
valuation working papers and results prepared by the independent valuer. Based on the above
procedures, our Directors are of the view that the valuation analysis is fair and reasonable, and the
financial statements of our Group are properly prepared.
Details of the fair value measurement of the financial assets at fair value through other
comprehensive income, particularly the fair value hierarchy, the valuation techniques and key
inputs, including significant unobservable inputs, the relationship of unobservable inputs to fair
value and reconciliation of level 3 measurements are disclosed in note 3.3 to the historical financial
information of our Group for the Track Record Period as set out in the Accountant’s Report issued
by the Reporting Accountant in accordance with Hong Kong Standard on Investment Circular
Reporting Engagement 200 “Accountants’ Report on Historical Financial Information in Investment
Circulars” issued by the Hong Kong Institute of Certified Public Accountants in Appendix I. The
Reporting Accountant’s opinion on the Historical Financial Information of our Group for the Track
Record Period as a whole is set out on pages I-1 to I-2 of Appendix I.
In relation to the valuation analysis performed by our Directors and the independent valuer on the
financial assets at fair value through other comprehensive income, the Sole Sponsor has conducted
relevant due diligence work, including but not limited to, (i) review of relevant notes in the
Accountant’s Report as contained in Appendix I; (ii) evaluation of the competence, capacities and
objectivity of the independent valuer; (iii) review of the valuation working papers and results
prepared by the independent valuer; and (iv) discussion with the Reporting Accountant to
understand its audit procedures performed for the purpose of reporting on our Group’s historical
financial information for the Track Record Period as a whole. Having considered the work done by
our Directors and the Reporting Accountant and the relevant due diligence work conducted as stated
above, nothing has come to the attention of the Sole Sponsor that would lead the Sole Sponsor to
question the valuation analysis performed by our Directors and the independent valuer on the
valuation of financial assets at fair value through other comprehensive income within level 3 of fair
value measurement.
FINANCIAL INFORMATION
– 502 –


--- page 512 ---
Inventories
Our inventories represented raw material for our production, work in progress, finished goods ready
to be sold and contract fulfillment cost mainly represented the costs that are directly related to
specific contracts. The following table sets forth a breakdown of our inventories as of the date
indicated:
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,774 43,609 49,091 68,458
Work in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,877 13,647 28,592 50,038
Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100342,182 357,321 200,060 182,743
Contract fulfillment cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 11,499 54,923 115,242
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100412,833 426,076 332,666 416,481
Our balance of inventories increased from RMB412.8 million as of December 31, 2020 to
RMB426.1 million as of December 31, 2021, mainly due to the increase in (i) finished goods of
RMB15.1 million for orders which was delivered to our customers subsequent to December 31,
2021; and (ii) contract fulfillment cost of RMB11.5 million mainly for our contracts in relation to
the logistics smart robotic products and services which were delivered in 2022. The increase in
inventories was partially offset by the decrease in raw materials of RMB7.2 million for the
production used before December 31, 2021. Our balance of inventories decreased to RMB332.7
million as of December 31, 2022, primarily as a result of the (i) increase in allowance for
write-down of inventories from RMB40.1 million as of December 31, 2021 to RMB72.8 million as
of December 31, 2022, primarily due to the provision due to decrease in NRV of our humanoid
Alpha Mini (non-education); and (ii) decrease in finished goods (before the allowance for
write-down of inventories) of RMB142.9 million mainly due to orders which was delivered to our
customers before December 31, 2022. The increase was partially offset by the increase in contract
fulfillment cost of RMB43.4 million mainly for our contracts in relation to the logistics smart
robotic products and services to be delivered in 2023. Our balance of inventories increased to
RMB416.5 million as of June 30, 2023, primarily as a result of the increase in contract fulfillment
costs of RMB60.3 million mainly for our contracts in relation to the logistics smart robotic products
and services to be delivered later in 2023.
During the Track Record Period, we made impairment on inventories related to raw materials and
finished goods due to the plan of sales of the consumer-level robots and other hardware devices at
reduced selling prices. Our balance of allowance for write-down of inventories amounted to
RMB81.5 million, RMB40.1 million, RMB72.8 million and RMB28.7 million as of December 31,
2020, 2021 and 2022 and June 30, 2023, respectively. The balance of allowance for write-down of
inventories was relatively lower as of December 31, 2021, primarily represented the write-off due
to scrap of RMB35.7 million. As of December 31, 2020 and 2022, we made provisions mainly to
the first edition of Cruzr and the humanoid Alpha Mini (non-education), respectively. Prior to the
Track Record Period, we manufactured these products because we believed that the then market
demand was high. Nevertheless, the demand for these products was lower amidst the outbreak of
COVID-19, which led to a weaker market sentiment on these products. In order to boost their sales
and reduce the slow-moving inventories, we adjusted the selling prices of these products downward.
Due to the decrease in NRV , our Group made provisions of RMB12.6 million in FY2020, mainly
for the first edition of Cruzr and RMB70.6 million in FY2022, mainly for the humanoid Alpha Mini
(non-education). Our allowance for write-down of inventories decreased to RMB28.7 million as of
June 30, 2023, primarily resulting from the reversal due to sales of RMB42.9 million in 6M2023
which was mainly related to humanoid Alpha mini (non-education).
FINANCIAL INFORMATION
– 503 –


--- page 513 ---
Going forward, to minimize the risk of building up inventory, we review our inventory levels on a
regular basis. We believe that maintaining appropriate levels of inventories helps us deliver our
products to meet the market demands in a timely manner without straining our liquidity. We also
periodically review our inventory levels for slow-moving inventory, obsolescence or decline in
market value. Allowance is made when the NRV of inventories falls below the cost or any of the
inventories is identified as obsolete. We assess the NRV of the inventories as well as the required
amount of write-down of inventories at the end of each reporting period, which involves significant
judgment on determination of the estimated selling price of our products in the ordinary course of
business, less estimated costs of completion and selling expenses. These estimates are based on our
current market condition, contract price of products if they are held for particular contracts and the
historical experience of distributing and selling products of similar nature. The write-down of
inventories is calculated based on the NRV of the inventories, which is affected by multiple factors,
including but not limited to the aging of inventories and the estimated demand of the respective
product, etc. In particular, the NRV of the inventories decreases along with the aging of inventories
and the change in market demand of particular product.
The following table sets forth the average turnover days of our inventories for the periods indicated:
FY2020 FY2021 FY2022 6M2022 6M2023
(Unaudited)
Average inventory turnover days (Note) /H1100 407 273 194 297 325
Note: Average inventory turnover days equal to the average of the opening and closing inventories balances of the relevant
year divided by the cost of sales of the relevant year/period multiplied by 366 days in FY2020, 365 days in FY2021
and FY2022 and 181 days in 6M2022 and 6M2023.
Our average inventory turnover days decreased from 407 days for FY2020 to 273 days for FY2021,
primarily due to (i) the relatively higher balance of inventories as of end of 2019 which was ready
to be delivered in early 2020; and (ii) significant balance of allowance for write-down of inventories
in FY2020, which led to lower opening inventories balance for FY2021. Our average inventory
turnover days then decreased to 194 days for FY2022, primarily due to the lower balance as of
December 31, 2022 mainly resulting from the increase in allowance for write-down of inventories
in FY2022 and decrease in finished goods as of December 31, 2022 as discussed previously. Our
average inventory turnover days increased to 325 days in 6M2023 because the annualized cost of
sales using the figures from the first six months is usually lower than the actual annual cost of sales
due to the seasonality factor as mentioned previously while our inventory balance has taken into the
full-year effect. The average inventory turnover days in 6M2023 was generally in line with the
relatively higher turnover days in 6M2022, which was 297 days, and no material fluctuation from
6M2022 to 6M2023 was noted.
The following table sets forth the aging analysis of our inventories during the Track Record Period:
As of December 31, 2020
Within
1 year
1 year to
2 years
2 years to
3 years
Over 3
years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110045,521 11,494 1,535 133 58,683
Work in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,749 4,394 1,488 143 24,774
Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100141,084 63,131 206,066 561 410,842
Contract fulfillment cost /H1100/H1100/H1100—————
205,354 79,019 209,089 837 494,299
Less: allowance for write-
down of inventories /H1100/H1100/H1100/H1100/H1100(9,060) (19,228) (53,065) (113) (81,466)
Carrying value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100196,294 59,791 156,024 724 412,833
FINANCIAL INFORMATION
– 504 –


--- page 514 ---
As of December 31, 2021
Within
1 year
1 year to
2 years
2 years to
3 years
Over 3
years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,672 6,477 4,813 403 45,365
Work in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,873 739 438 92 14,142
Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100183,040 11,089 54,437 146,640 395,206
Contract fulfillment cost /H1100/H1100/H110011,49 9——— 1 1,499
241,084 18,305 59,688 147,135 466,212
Less: allowance for write-
down of inventories /H1100/H1100/H1100/H1100/H1100(933) (990) (15,973) (22,240) (40,136)
Carrying value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100240,151 17,315 43,715 124,895 426,076
As of December 31, 2022
Within
1 year
1 year to
2 years
2 years to
3 years
Over 3
years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110036,448 11,042 1,572 1,778 50,840
Work in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028,161 770 197 238 29,366
Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100128,901 25,863 3,186 112,358 270,308
Contract fulfillment cost /H1100/H1100/H110051,393 3,530 — — 54,923
244,903 41,205 4,955 114,374 405,437
Less: allowance for write-
down of inventories /H1100/H1100/H1100/H1100(746) (3,502) (458) (68,065) (72,771)
Carrying value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100244,157 37,703 4,497 46,309 332,666
As of June 30, 2023
Within
1 year
1 year to
2 years
2 years to
3 years
Over 3
years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039,938 6,767 2,377 1,971 51,053
Work in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026,589 4,803 296 126 31,814
Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100174,589 37,155 6,444 28,916 247,104
Contract fulfillment cost /H1100/H1100/H1100101,530 13,712 — — 115,242
342,646 62,437 9,117 31,013 445,213
Less: allowance for write-
down of inventories /H1100/H1100/H1100/H1100(367) (1,303) (1,413) (25,649) (28,732)
Carrying value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100342,279 61,134 7,704 5,364 416,481
During the Track Record Period, majority of our inventories are aged within 1 year, which
accounted for 47.5%, 56.4%, 73.4% and 82.2% as of December 31, 2020, 2021 and 2022 and June
30, 2023, respectively.
Our inventories aged over one year decreased from RMB160.5 million as of December 31, 2022 to
RMB102.6 million as of June 30, 2023 mainly due to the decrease in finished goods aged over three
years from RMB112.4 million as of December 31, 2022 to RMB28.9 million as of June 30, 2023.
Having considered the (i) net realisable value of our inventories, which is the expected selling price
FINANCIAL INFORMATION
– 505 –


--- page 515 ---
with reference to the prevailing market price readily available to our Group; (ii) demand and
ongoing sales noted for our inventories; and (iii) RMB38.7 million or 36.1% of the inventories aged
over one year were sold or utilized between June 1, 2023 and September 30, 2023, we concluded
that the allowance for write-down of inventories by our management was sufficient during the Track
Record Period.
Up to September 30, 2023, RMB135.6 million or 32.6% of our inventories as of June 30, 2023 had
been sold or utilized.
Trade receivables
The following table sets forth a breakdown of our trade receivables as of the dates indicated:
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables from contracts
with customers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100178,969 397,453 696,398 659,932
Note receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,220 21,214 55,284 99,986
Total trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100180,189 418,667 751,682 759,918
Less: Allowance for impairment /H1100/H1100/H1100/H1100(43,530) (50,542) (89,629) (97,608)
Trade receivables — net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100136,659 368,125 662,053 662,310
Our net trade receivables increased from RMB136.7 million as of December 31, 2020 to RMB368.1
million as of December 31, 2021 which was mainly due to the increase in revenue from logistics
smart robotic products and services in the fourth quarter of the year resulting from timing of
delivery. Our net trade receivables increased to RMB662.1 million as of December 31, 2022, mainly
due to the increase in revenue from logistics smart robotic products and services recognised in the
fourth quarter in 2022. Our net trade receivables remained relatively stable at RMB662.3 million
as of June 30, 2023 primarily due to the relatively higher trade receivables generated from the sales
in June 30, 2023 despite the relatively low revenue generated in the first half of a year due to
seasonality factor as mentioned previously, partially offset by the settlement of RMB187.7 million
from our customers during 1 January 2023 to 30 June 2023.
The following table sets forth a breakdown of our trade receivables by customer type as of the dates
indicated:
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Government-related /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,882 163,255 364,742 359,412
Non-government-related /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110056,777 204,870 297,311 302,898
136,659 368,125 662,053 662,310
The trade receivables of our government-related customers (comprising SOEs, government
educational bureaus and schools) amounted to RMB79.9 million, RMB163.3 million, RMB364.7
million and RMB359.4 million (after allowance for impairment) as of December 31, 2020, 2021 and
2022 and June 30, 2023, respectively.
FINANCIAL INFORMATION
– 506 –


--- page 516 ---
The table below sets forth a summary of the aging analysis of our trade receivables as of the dates
indicated:
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
0 to 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110075,147 249,790 481,680 253,012
6 to 12 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,826 90,011 119,912 293,026
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110072,777 22,365 89,978 133,598
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,427 52,063 11,916 43,308
Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 4,438 48,196 36,974
Total trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100180,189 418,667 751,682 759,918
Less: Allowance for impairment /H1100/H1100/H1100/H1100(43,530) (50,542) (89,629) (97,608)
Trade receivables — net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100136,659 368,125 662,053 662,310
The table below sets forth a summary of the aging analysis of our net trade receivables as of the
dates indicated:
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
0 to 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,612 243,858 466,807 251,015
6 to 12 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,554 89,511 118,439 278,753
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,993 15,163 54,181 123,378
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,500 19,593 5,651 3,500
Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 16,975 5,664
Trade receivables — net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100136,659 368,125 662,053 662,310
The table below sets forth a summary of the aging analysis of our net trade receivables by customer
type as of the dates indicated:
Government-related
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
0 to 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110045,673 81,102 197,125 37,518
6 to 12 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,104 49,190 105,389 193,897
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,105 14,358 39,898 119,268
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 18,605 5,651 3,360
Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 16,679 5,369
79,882 163,255 364,742 359,412
FINANCIAL INFORMATION
– 507 –


--- page 517 ---
Non-government-related
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
0 to 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,939 162,756 269,682 213,497
6 to 12 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,450 40,321 13,050 84,856
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,888 805 14,283 4,110
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,500 988 — 140
Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 296 295
56,777 204,870 297,311 302,898
The Group confirms that there has been no material default of trade receivables during the Track
Record Period, in particular in relation to trade receivables due from government-related customers.
Our sales to our customers are generally by prepayment or made on credit with a general credit
within 12 months. Our Group applied the simplified approach to providing for expected credit
losses prescribed by HKFRS 9 on the assessment of impairment of our trade receivables
consistently throughout the Track Record Period. As of December 31, 2020, 2021 and 2022 and
June 30, 2023, our allowance for impairment of trade receivables amounted to RMB43.5 million,
RMB50.5 million, RMB89.6 million and RMB97.6 million, respectively.
As of December 31, 2022, our net trade receivables were mostly aged within one year, which
accounted for 88.4% of our total net trade receivables. Our net trade receivables increased from
RMB136.7 million as of December 31, 2020 to RMB662.1 million as of December 31, 2022. For
our net trade receivables that aged from 0-6 months, the balance increased significantly from
RMB73.6 million as of December 31, 2020 to RMB466.8 million as of December 31, 2022,
primarily due to the significant increase in revenue from logistics smart robotic products and
services recognised in the fourth quarter of FY2022 compared to that in FY2020. Since most of the
net trade receivables aging from 0-6 months are still within the general credit period, we do not
consider there is any recoverability issues among these net trade receivables. For our net trade
receivables that aged from 6 to 12 months and 1 to 2 years, the balances increased from RMB18.6
million as of December 31, 2020 to RMB118.4 million as of December 31, 2022, and from
RMB38.0 million as of December 31, 2020 to RMB54.2 million as of December 31, 2022,
respectively, primarily due to the unsettled amount from our customers in relation to the education
smart robotic products and services, which we believe was mainly resulting from the budget
shrinkage or delay in administrative work for approving budgets.
We had net trade receivables of RMB6.5 million, RMB19.6 million, RMB22.6 million and RMB9.2
million which had been outstanding for more than two years as of December 31, 2020, 2021 and
2022 and June 30, 2023, respectively. The net trade receivables of RMB6.5 million which aged for
more than two years as of December 31, 2020 was primarily receivables that was subject to
warranty period up to 30 June 2021 of RMB6.0 million. The amount was entirely settled in FY2021.
For the net trade receivables of RMB19.6 million, RMB22.6 million and RMB9.2 million which had
been outstanding for more than two years as of December 31, 2021 and 2022 and June 30, 2023,
respectively, we believe such delay in payments was primarily due to the delay in administrative
work for approving budgets for certain customers from their local governments. Up to September
30, 2023, we received subsequent settlement of RMB6.0 million, RMB17.9 million, RMB16.7
million and nil from our customers for the unsettled net trade receivables which aged more than two
years as of December 31, 2020, 2021 and 2022 and June 30, 2023, respectively.
FINANCIAL INFORMATION
– 508 –


--- page 518 ---
We had net trade receivables of RMB17.0 million which was aged over three years as of December
31, 2022. Such amount mainly represented trade receivables from a customer, a PRC government
education department located in Guiyang who experienced budget shrinkage during the Track
Record Period. Such amount was entirely settled in January 2023. The revenue attributable to such
customer accounted for 2.8%, 0.7% and nil in FY2020, FY2021 and FY2022, respectively. The
project between our Group and such customer, which has been halted in FY2022 as we believe was
due to the COVID-19 pandemic, is expected to commence in late 2023. We also expect to conduct
new business with such customer whenever appropriate business opportunities arise, especially
when partial payment has been noted for such customer up to September 30, 2023.
As of June 30, 2023, our net trade receivables aged over one year increased from RMB76.8 million
as of December 31, 2022 to RMB132.5 million, primarily due to the increase in trade receivables
aged 1 to 2 years brought forward from 6 months to 12 months as of December 31, 2022.
Considering these net trade receivables aged over one year with basis that (i) repayment from
certain customers with balance aged over one year was noted and most of which were resulted from
unsettled amount from our customers in relation to the education smart robotic products and
services due to their budget shrinkage or delay in administrative work for approving budgets, which
we believe the amount will be settled in the future; (ii) regular communications were made with
those customers for the unsettled amounts; and (iii) subsequent settlement of RMB3.3 million or
2.5% of the net trade receivable balances aged over one year as of June 30, 2023 was received
between July 1, 2023 and September 30, 2023, sufficient provision has been made for our trade
receivables during the Track Record Period.
In view of the prolonged settlement of our Group’s trade receivables, we do not have any dispute
or disagreement with the respective customers and we will continue to communicate with these
customers for the unsettled amounts.
Impairment Provision
With respect to the adequacy of our impairment provisions, our accounting team regularly notify the
overdue trade receivables to sales team, and make impairment provisions for those which we deem
unable to recover. We group long-term and short-term trade receivables based on shared credit risk
characteristics and estimate the expected credit loss rate of trade receivables on a collective basis
based on historical credit loss experience (with adjustments for forward-looking information). We
apply the simplified approach in calculating expected credit losses and use a provision matrix to
calculate expected credit losses for trade receivables. Our management makes periodic collective
assessments as well as individual assessment on the recoverability based on historical settlement
records and past experiences. The expected credit loss rates for trade and note receivables on
collective basis were 2.06%, 2.35%, 2.31% and 2.34% for the balances as of December 31, 2020,
2021 and 2022 and June 30, 2023, respectively.
Meanwhile, when one or more of the following events have occurred, we consider the credit risk
characteristics on these trade receivables distinguishable from others and make impairment
provisions of these trade receivables on an individual basis.
 the trade receivables are past due and we expect that the overdue receivables cannot be
collected or we cannot agree to a repayment plan with our customers;
 the customers have significant financial difficulties; or
 legal proceedings against the customers relating to certain sales contracts will arise or have
arisen based on our evaluation of the recoverability of the trade receivables.
The expected credit loss rates for trade and note receivables on individual basis were 58.68%,
59.90%, 81.68% and 72.35% for the balances as of December 31, 2020, 2021 and 2022 and June
30, 2023, respectively. The relatively higher expected credit loss rates for trade and note receivables
on individual basis as of December 31, 2022 and June 30, 2023 was primarily attributable to the
trade receivables from a customer of RMB33.7 million as of both December 31, 2022 and June 30,
FINANCIAL INFORMATION
– 509 –


--- page 519 ---
2023, who we believed was in financial difficulties. The aforementioned customer is a company
principally engaged in manufacture, installation and maintenance of industrial robots, etc., and an
Independent Third Party of our Group. The registered place of the aforementioned customers is
located in Tai’an Development Zone, Shandong Province, with a registered and paid-in capital of
RMB100.0 million. The revenue attributable to such customer accounted for 2.1%, 4.4%, 0.1% and
nil of total revenue in FY2020, FY2021, FY2022 and 6M2023, respectively. We did not conduct any
business with such customer since September 2022.
We believe that the provisions made for impairment of trade receivables and overdue trade
receivables during the Track Record Period was adequate, on the basis that (i) we closely review
the balances of trade receivables and any overdue balances on an ongoing basis and assess the
collectability of overdue balances; (ii) we estimate the loss allowances for trade receivables by
assessing the expected credit losses, which are based on our historical credit loss experience,
adjusted for factors that are specific to our customers on a case-by-case basis, and an assessment
of both the current and forecast general economic conditions at the end of each reporting period
during the Track Record Period; and (iii) we monitor the collections of trade receivables and
retrospectively review the accounting estimate of prior periods to identify any material
discrepancies. Where the accounting estimate is different from our original estimate, such
difference will be reflected in the carrying amounts of trade receivables and thus the impairment
loss in the period in which such estimate is adjusted. We keep assessing the expected credit losses
of our trade receivables when they are outstanding.
The table below sets forth a summary of average trade and note receivable turnover days as of the
dates indicated:
FY2020 FY2021 FY2022 6M2022 6M2023
(Unaudited)
Average turnover days of trade and
note receivable (Note 1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100103 113 186 249 459
Government-related /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110087 95 173 201 1,035 (Note 2)
Non-government-related /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100150 137 203 328 275
Notes:
(1) Average turnover days of trade and note receivable equals to the average of the opening and closing balances of net
trade receivables of the relevant year divided by the revenue of the relevant year/period multiplied by 366 days in
FY2020, 365 days in FY2021 and FY2022 and 181 days in 6M2022 and 6M2023.
(2) Our Directors are of the view that the average turnover days of government-related trade and note receivable of 1,035
days in 6M2023 may not reflect our actual performance. This is because our government-related contracts are
generally obtained through tendering on a case-by-case or project-by-project basis and we had low revenue from
government-related customers in 6M2023.
Our average turnover days of trade and note receivable remained relatively stable at 103 days for
FY2020 and 113 days for FY2021. Our average trade and note receivable turnover days then
increased to 186 days for FY2022, primarily due to the relative higher revenue contribution in the
fourth quarter in 2022 which balance remains unsettled and the increase in settlement by notes. Our
average turnover days of trade and note receivables then increased to 459 days in 6M2023, because
the annualized revenue using the figures from the first six months is usually lower than the actual
annual revenue due to the seasonality factor as mentioned previously while our trade receivables
balance has taken into the full-year effect. The average turnover days of trade and note receivables
was generally in line with the relatively higher turnover days in 6M2022, which was 249 days. The
average turnover days of trade and note receivables was higher in 6M2023 compared to that in
6M2022, primarily due to the (i) increased opening balance of trade and note receivables of 6M2023
(being December 31, 2022) as compared to 6M2022 (being December 31, 2021), resulting from
increased revenue of RMB165.6 million for the fourth quarter of 2022 as compared to the same
period in FY2021; (ii) higher settlement from customers for 6M2022 amounted to RMB412.4
million as a result of two project settlement of aggregate amount of RMB208.9 million from two
customers in 6M2022; and (iii) increased aging of government related trade receivables.
FINANCIAL INFORMATION
– 510 –


--- page 520 ---
The following table sets forth the further breakdown of the subsequent settlements of our trade
receivables from contracts with customers (net of allowance for impairment) as of June 30, 2023
by respective aging period:
Balance as of
Subsequent
settlement
Outstanding
balance
June 30,
2023
as of
September 30,
2023
as of
September 30,
2023
RMB’000 RMB’000 RMB’000
0 to 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100251,015 16,735 234,280
6 to 12 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100278,753 62,724 216,029
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100123,378 3,275 120,103
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,500 — 3,500
Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,664 — 5,664
662,310 82,734 579,576
Government-related
Balance as of
June 30,
2023
Subsequent
settlement
as of
September 30,
2023
Outstanding
balance
as of
September 30,
2023
RMB’000 RMB’000 RMB’000
0 to 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,518 2,710 34,808
6 to 12 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100193,897 4 193,893
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100119,268 3,019 116,249
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,360 — 3,360
Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,369 — 5,369
359,412 5,733 353,679
Non-government-related
Balance as of
June 30,
2023
Subsequent
settlement
as of
September 30,
2023
Outstanding
balance
as of
September 30,
2023
RMB’000 RMB’000 RMB’000
0 to 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100213,497 14,025 199,472
6 to 12 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110084,856 62,720 22,136
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,110 256 3,854
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100140 — 140
Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100295 — 295
302,898 77,001 225,897
Up to the September 30, 2023, RMB82.7 million or 12.5% of our trade receivables from contracts
with customers (net of allowance for impairment) outstanding as of June 30, 2023 were settled.
FINANCIAL INFORMATION
–5 1 1–


--- page 521 ---
Prepayments, deposits and other receivables
The following table sets forth a breakdown of our prepayment, deposits and other receivables as of
the dates indicated:
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Prepayments for:
— inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,798 41,123 29,785 72,659
— operating expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,585 30,124 18,075 19,474
— property, plant and equipment /H1100/H110025,575 7,668 13,003 13,482
— listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 13,385 34,437
— acquisitions of land use rights /H1100/H1100 — — — 17,100
78,958 78,915 74,248 157,152
Deposits paid for:
— guarantees of product quality /H1100/H1100/H110011,856 11,819 15,592 11,353
— property, plant and equipment /H1100/H11002,623 2,589 2,589 2,595
— investment in a subsidiary /H1100/H1100/H1100/H1100/H1100— 5,000 — —
— right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,898 31,160 30,600 30,334
Recoverable V A T and other taxes /H1100/H1100/H1100/H1100187,660 249,268 104,368 128,719
Receivables related to asset
disposals (Note) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 7,000 49,065
Advances to employees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,169 1,007 3,415 4,372
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,898 9,815 8,334 10,289
Deposits and other receivables /H1100/H1100/H1100/H1100/H1100/H1100214,104 310,658 171,898 236,727
Less: Allowance for impairment /H1100/H1100/H1100/H1100/H1100(10,191) (10,515) (17,089) (17,763)
203,913 300,143 154,809 218,964
Prepayments, deposits and other
receivables — net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100282,871 379,058 229,057 376,116
Less: non-current portion (30,080) (25,377) (47,992) (77,054)
252,791 353,681 181,065 299,062
Note: The RMB49.1 million of receivables related to asset disposals as of June 30, 2023 represent (i) the receivables of
RMB42.1 million for the disposal of the land use right of a property in Hangzhou to the relevant local governmental
authority in December 2022; and (ii) the receivables of RMB7.0 million for the disposal of the land use right of the
Kunming Owned Property 2 to an Independent Third Party in June 2022.
The receivable amount of RMB42.1 million related to the disposal of the land use right of the Hangzhou property has
been settled in October 2023. The receivable amount of RMB7.0 million related to the disposal of the land use right
of the Kunming Owned Property 2 is expected to be settled by around the end of 2023 based on the best information
and knowledge of our Directors after the relevant conditions for payment provided under the relevant transfer
agreement have been met or exempted, further details of which are set out in “Financial Information — Description
of Selected Items in Consolidated Income Statements — Other Losses and Gains, Net” of this prospectus.
Our prepayment, deposits and other receivables increased from RMB282.9 million as of December
31, 2020 to RMB379.1 million as of December 31, 2021, primarily attributable to increase in (i)
recoverable V A T and other taxes of RMB61.6 million which was related to the increase in purchase
of materials and fixed assets; and (ii) deposits paid for right-of-use assets of RMB24.3 million
mainly for the deposit for the land use right in Huzhou.
FINANCIAL INFORMATION
– 512 –


--- page 522 ---
Our prepayment, deposits and other receivables decreased to RMB229.1 million as of December 31,
2022, which was primarily attributable to the decrease in recoverable V A T and other taxes of
RMB144.9 million resulting from application of refunds of V A T credits of RMB146.0 million in
response to the “Announcement on Further Enhancing the Implementation of the End-of-period
V alue-Added Tax Refund Policy” (Announcement No. 14 [2022] of the Ministry of Finance and the
State Administration of Taxation); partially offset by the increase in prepayments for listing
expenses of RMB13.4 million.
Our prepayment, deposits and other receivables increased to RMB376.1 million as of June 30, 2023,
which was primarily attributable to the increase in (i) receivables related to assets disposals of
RMB42.1 million mainly for our land in Hangzhou; (ii) receivable V A T and other taxes of RMB24.4
million resulting from our increase in purchase of materials and fixed assets; (iii) prepayments for
inventories of RMB42.9 million for our on-going projects; and (iv) prepayments for Listing expense
of RMB21.1 million.
Up to September 30, 2023, RMB146.2 million or 38.9% of our prepayment, deposits and other
receivables outstanding as of June 30, 2023 were settled.
Trade payables
Our trade payables primarily consist of balances due to our suppliers for purchases of raw materials
and subcontracting services for our production and sales. During the Track Record Period, the
normal trade credit terms offered to our Group is within 90 days.
Our trade payables increased from RMB192.4 million as of December 31, 2020 to RMB362.5
million as of December 31, 2021, primarily due to the increase in purchase of raw materials and
subcontracting services in order to cater for our increase in sales. Our trade payables decreased to
RMB305.4 million as of December 31, 2022, primarily due to the decrease in payables to Shanghai
UBJ of RMB170.4 million, which was consolidated to our financials after its acquisition in July
2022. Our trade payables remained relatively stable at RMB324.8 million as of June 30, 2023.
The table below sets forth an aging analysis of our trade and bills payables based on the invoice
date, as of the dates indicated:
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
0 to 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100122,284 219,629 239,190 275,513
6 to 12 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110070,111 103,926 15,288 11,684
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 38,906 45,909 31,517
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 18 5,019 6,051
192,416 362,479 305,406 324,765
The following table sets out the average trade payables turnover days for the Track Record Period:
FY2020 FY2021 FY2022 6M2023
Average turnover days of trade payables (Note) /H1100/H1100/H1100235 180 171 274
Note: Average turnover days of trade payables turnover days equal to the average of the opening and closing balances of
trade payables of the relevant year divided by the cost of sales of the relevant year multiplied by 366 days in FY2020,
365 days in FY2021 and FY2022 and 181 days in 6M2022 and 6M2023.
FINANCIAL INFORMATION
– 513 –


--- page 523 ---
Our average turnover days of trade payables were longer than the credit period offered by our
suppliers primarily due to our stronger bargaining power over our suppliers from FY2020 to
FY2022. Our average turnover days of trade payables then increased to 274 days in 6M2023,
because the annualized cost of sales using the figures from the first six months is usually lower than
the actual annual cost of sales due to the seasonality factor as mentioned previously while our trade
payables balance has taken into the full-year effect.
Up to the September 30, 2023, RMB139.2 million or 42.8% of trade payables outstanding as of June
30, 2023 had been fully settled. Our Directors confirmed that during the Track Record Period up
to the Latest Practicable Date, there was no material default in payment of trade payables.
Other payables and accruals
The following table sets forth our payable and accruals as of the dates indicated:
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Accrued expenses (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110041,193 53,272 27,639 42,107
Other payables (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100284,397 349,521 483,779 419,551
V alue-added tax and other taxes
payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,707 32,338 54,787 37,002
Provisions of sales return and
service warranties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028,604 24,111 24,538 13,313
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,642 10,102 8,938 9,076
371,543 469,344 599,681 521,049
Notes:
(1) Accrued expenses mainly represented professional service fees, advertising and promotion expenses.
(2) Other payables mainly included the government grants received by our Group, which may be refundable due to failure
to achieve the performance targets, payables for property, plant and equipment (mainly construction costs and
leasehold improvements), acquisition of land use right and for employer benefit expenses.
Our other payables and accruals increased from RMB371.5 million as of December 31, 2020 to
RMB469.3 million as of December 31, 2021, primarily attributable to increase in (i) other payables
of RMB65.1 million mainly attributable to the (a) payable for property, plant and equipment of
RMB29.5 million mainly for our construction in progress; (b) payables for employee benefit
expenses of RMB20.4 million as a result of increase in number of staff; (ii) V A T and other taxes
payables of RMB24.6 million resulting from our operations; and (iii) accrued expenses of RMB12.1
million mainly for professional services such as accrued audit fee and advertising and promotion
expenses. Our other payables and accruals increased to RMB599.7 million as of December 31,
2022, which was primarily attributable to the increase in (i) payables for property, plant and
equipment of RMB123.4 million for the construction in progress of our Shenzhen headquarters; (ii)
payables for employee benefit expenses of RMB48.0 million due to provision of bonus to our staff;
and (iii) V A T and other taxes payables of RMB22.4 million. Our other payables then decreased to
RMB521.0 million as of June 30, 2023, primarily attributable to the decrease in other payables of
RMB64.2 million mainly attributable to the (a) payroll and welfare payables of RMB48.3 million
resulting from decrease in headcounts; (b) V A T and other taxes payables of RMB17.8 million
resulting from our operations; and (c) payables for property, plant and equipment of RMB15.9
million resulting from settlement of the payables for property, plant and equipment for our
Shenzhen headquarters to our property, plant and equipment in 6M2023.
FINANCIAL INFORMATION
– 514 –


--- page 524 ---
Contract liabilities
Contract liabilities represented receipt in advance for our products. Our contract liabilities
increased from RMB91.1 million as of December 31, 2020 to RMB144.2 million as of December
31, 2021 primarily due to the receipts in advance from certain large education projects for Customer
F and Customer A which were yet to be completed as of December 31, 2021. Our contract liabilities
decreased to RMB84.5 million as of December 31, 2022 primarily due to the completion of certain
large education projects before the year end. Our contract liabilities increased to RMB127.1 million
as of June 30, 2023 primarily due to increase in the receipts in advance from certain education
projects and logistics projects which were yet to be completed as of June 30, 2023.
Up to September 30, 2023, RMB33.7 million or 26.5% of our contract liabilities outstanding as of
June 30, 2023 was recognised as our revenue.
Deferred Income
Deferred income represents government grants which we received from local government
authorities primarily relating to our R&D costs and investments in fixed assets, such as testing and
production equipment. Our deferred income was relatively stable at RMB78.8 million and RMB81.9
million as of December 31, 2020 and 2021, respectively. Deferred income decreased to RMB41.2
million as of December 31, 2022 primarily due to cancelation of R&D projects in FY2022. In 2022,
due to the impact of COVID-19 and the change of market demands, we canceled a research and
industrialization project, which led to returns of government grants of RMB31.5 million. Our
deferred income then decreased to RMB32.9 million as of June 30, 2023, primarily due to RMB8.3
million recognized as other income during the period.
BUSINESS COMBINATION
During the Track Record Period, we have acquisition of Shanghai UBJ and Jiangsu Tianhui. We
confirmed that these acquisitions did not constitute major transactions or very substantial
acquisitions under the Listing Rules and no disclosures on the pre-acquisition financial
informations of Shanghai UBJ and Jiangsu Tianhui are required pursuant to Rule 4.05A of the
Listing Rules.
We considered that we have complied with the requirements in relation to the acquisition under Rule
4.05A of the Listing Rule.
Shanghai UBJ
During the Track Record Period, our Group acquired additional equity shares in Shanghai UBJ,
which was a former associate of our Group, and accounted for our subsidiary in July 2022. We
acquired the additional equity shares in order to capture the expected synergies from combining the
operations of our Group and Shanghai UBJ. Arising from the acquisition, we recorded goodwill of
RMB14.6 million in FY2022. See “Description of Certain Items of Consolidated Statements of
Financial Position — Intangible assets — Goodwill” in this section for details.
The acquired business contributed total revenue of RMB16.7 million and net profit of RMB21.2
million to our Group for the period from the acquisition date to December 31, 2022. Had the
acquisitions been completed on 1 January 2022, revenue of our Group for FY2022 would be
RMB1,008.4 million and net loss of our Group for FY2022 would be RMB979.0 million.
Jiangsu Tianhui
In December 2022, Wuxi Uqi, our subsidiary, acquired 100% equity interest in Jiangsu Tianhui from
shareholders of Jiangsu Tianhui by issuance of 7.82% of registered capital of Wuxi Uqi. Jiangsu
Tianhui became a wholly owned subsidiary of Wuxi Uqi after the acquisition. The transaction was
treated as business combination of the Group. Arising from the acquisition, we recorded goodwill
of RMB61.0 million in FY2022. See “Description of Certain Items of Consolidated Statements of
Financial Position — Intangible assets — Goodwill” in this section for details.
FINANCIAL INFORMATION
– 515 –


--- page 525 ---
The acquired business did not contribute any revenue nor net profit to our Group since the
acquisition date, December 31, 2022. Had the acquisitions been completed on January 1, 2022,
revenue of our Group for FY2022 would be RMB1,035.9 million and net loss of our Group for
FY2022 would be RMB984.5 million.
Jiangsu Tianhui is principally engaged in intelligent information system design, development,
operation and maintenance. Our Directors believe the Jiangsu Tianhui Acquisition could (i) further
expand and strengthen the competitiveness of our logistics smart robotic products and services
business given its existing business relationships with certain new energy vehicle-related
manufacturers in the PRC, skilled professional team and business on hand and (ii) lower down our
reliance on MAE Group.
As a result, it is expected that the Jiangsu Tianhui Acquisition will enable us to achieve greater
income source in the future through enhancing our competitiveness in project tendering for certain
new energy vehicle-related manufacturers which Jiangsu Tianhui has already had strong business
relationship with. Based on the synergies it will bring in the future, we expect the revenue of
Jiangsu Tianhui to increase in the year ending December 31, 2023 and the goodwill generated from
the Jiangsu Tianhui Acquisition was considered reasonable.
INDEBTEDNESS
The following table sets forth the breakdown of our total indebtedness as of the dates indicated:
As of December 31,
As of
June 30,
As of
October 31,
2020 2021 2022 2023 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100576,216 758,404 622,662 934,406 1,257,120
Lease liabilities /H1100/H1100/H1100/H110097,810 86,930 66,134 67,123 64,670
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100674,026 845,334 688,796 1,001,529 1,321,790
Borrowings
Our borrowings primarily consist of bank loans. The following table sets forth a breakdown of our
borrowings as of December 31, 2020, 2021 and 2022, June 30, 2023 and October 31, 2023 (being
the latest practicable date for the purpose of determining our indebtedness):
As of December 31,
As of
June 30,
As of
October 31,
2020 2021 2022 2023 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Bank loans
— Secured /H1100/H1100/H1100/H1100/H1100— 90,514 30,028 — —
— Secured and
guaranteed /H1100/H1100/H1100/H1100413,143 366,902 356,194 601,914 749,912
— Unsecured /H1100/H1100/H1100/H1100163,073 300,988 236,440 332,492 507,208
576,216 758,404 622,662 934,406 1,257,120
Less: Non-current
portion /H1100/H1100/H1100/H1100/H1100/H1100— (106,538) (295,891) (496,355) (632,842)
Current portion /H1100/H1100576,216 651,866 326,771 438,051 624,278
FINANCIAL INFORMATION
– 516 –


--- page 526 ---
Our bank loans increased as of December 31, 2021 due to our business expansion and increased
need for capital expenditure for our Shenzhen headquarters. Our bank loans decreased as of
December 31, 2022 due to our repayment of bank loans. As of December 31, 2020, 2021 and 2022,
June 30, 2023 and October 31, 2023, our Group’s bank loans of nil, RMB306.9 million, RMB298.2
million, RMB601.9 million and RMB749.9 million, respectively, were guaranteed by Mr. Zhou
Jian. We have received confirmation from China CITIC Bank, Shenzhen branch that the
aforementioned guarantees provided by Mr. Zhou Jian will be released upon Listing. See
“Relationship with Our Controlling Shareholders — Independence from Our Controlling
Shareholders — (iii) Financial independence” for details.
Fixed-rate bank loans amounting to RMB475.5 million, RMB651.9 million, RMB324.5 million,
RMB432.6 million and RMB607.8 million carried interest ranging from 2.45% to 5.96%, 2.00% to
8.00%, 2.95% to 5.66%, 4.15% to 5.96% and 2.60% to 5.96% per annum as of December 31, 2020,
2021 and 2022, June 30, 2023 and October 31, 2023, respectively. The remaining borrowings
amounting to RMB100.7 million, RMB106.5 million, RMB298.2 million, RMB501.8 million and
RMB649.3 million are carried at variable rates with effective interest rates ranging from 2.25% to
6.74%, at 6.84%, at 6.84%, at 6.84% and at 6.84% per annum as of December 31, 2020, 2021 and
2022, June 30, 2023 and October 31, 2023, respectively.
As of October 31, 2023, we had unutilized banking facilities of RMB1,374.6 million, all of which
are committed and unrestricted. Our Directors confirm that there was no material covenant on any
of our outstanding debt as of the Latest Practicable Date, and there was no breach of any covenants
during the Track Record Period and up to the Latest Practicable Date. Our Directors further confirm
that we did not experience any unusual difficulty in obtaining bank loans and other borrowings,
default in payment of bank loans and other borrowings or breach of covenants during the Track
Record Period and up to the Latest Practicable Date.
Pledge of assets
The following table sets forth the assets that were pledged to secure certain note payables, bank
loans and loan facilities granted to our Group as of the date indicated:
As of December 31,
As of
June 30,
As of
October 31,
2020 2021 2022 2023 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Restricted cash /H1100/H1100114,189 167,629 48,181 4,388 55,743
Right-of-use
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100327,625 341,649 303,791 285,929 281,953
441,814 509,278 351,972 290,317 337,696
As of December 31, 2020, 2021 and 2022 and June 30, 2023, 100% equity interest of Shenzhen
UBTECH Technology Industrial Co., Ltd., a subsidiary of our Group, has been pledged to secure
bank loans of our Group mainly for our construction of property, plant and equipment.
Lease liabilities
Our Group has adopted HKFRS 16 consistently throughout the Track Record Period. As such, leases
have been recognized in the form of an asset (for the right of use) and a financial liability (for the
payment obligation) in our Group’s consolidated statements of financial position. Our lease
liabilities decreased from RMB97.8 million as of December 31, 2020 to RMB86.9 million as of
December 31, 2021 and further decreased to RMB66.1 million as of December 31, 2022, mainly due
to repayments of lease liabilities partially offset by the addition of new leases. Our lease liabilities
then remained relatively stable at RMB67.1 million as of June 30, 2023.
FINANCIAL INFORMATION
– 517 –


--- page 527 ---
Except as disclosed above, as of October 31, 2023, we did not have any loan capital issued and
outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities
under acceptances or acceptable credits, debentures, mortgages, charges, hire purchases
commitments, or guarantees. Our Directors confirm that there has not been any material change in
our indebtedness since the Latest Practicable Date up to the date of this prospectus.
CAPITAL EXPENDITURES
Our capital expenditures primarily include expenditures on acquisitions of property, plant and
equipment and right-of-use assets for our operations. Our Group incurred capital expenditures of
RMB239.6 million, RMB309.2 million, RMB501.5 million and RMB269.5 million in FY2020,
FY2021, FY2022 and 6M2023, respectively. Between July 1, 2023 and the Latest Practicable Date,
we had capital expenditures of RMB230.3 million primarily for the construction of our headquarters
in Shenzhen.
For the year ending December 31, 2023, we estimate that the capital expenditures will amount to
approximately RMB1,141.2 million primarily for the construction of our headquarters in Shenzhen.
Our Group’s projected capital expenditures are subject to revision based upon any future changes
in our business plan, market conditions, and economic and regulatory environment. See “Future
Plans and Use of Proceeds” in this prospectus for further information.
We expect to fund our contractual commitments and capital expenditures principally through the net
proceeds we receive from the Global Offering and proceeds from borrowings and notes. We believe
that these sources of funding will be sufficient to finance our contractual commitments and capital
expenditure needs for the next 12 months.
CONTRACTUAL COMMITMENTS
Capital commitments
The following table sets forth a summary of our capital commitments as of the dates indicated:
As of December 31,
As of
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100763,957 767,733 577,214 424,787
CONTINGENT LIABILITIES
Our Group had no material contingent liabilities outstanding as of December 31, 2020, 2021 and
2022 and June 30, 2023.
Our Directors have confirmed that there has no material contingent liabilities since July 1, 2023 up
to the Latest Practicable Date.
FINANCIAL INFORMATION
– 518 –


--- page 528 ---
PROPERTY V ALUATION
International V aluation Limited, an independent property valuer, has valued our property interests
as of September 30, 2023 and is of the opinion that the total market value in existing state as of such
date was RMB98.0 million. The full text of the letter, summary of valuation and valuation
certificates with regard to such property interests are set out in Appendix III to this prospectus. A
reconciliation of the net book value of our properties as of June 30, 2023 derived from the historical
financial information as set out in the “Accountant’s Report” in Appendix I to this prospectus to
their fair value as of June 30, 2023 as stated in the property valuation report set out in “Property
V aluation Report” in Appendix III to this prospectus is set out below:
RMB’000
(Unaudited)
Land and buildings and leasehold improvement as of June 30, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,304,480
Add: Additions during the period from July 1, 2023 to September 30, 2023 /H1100/H1100/H1100120,280
Less: Depreciation during the period from July 1, 2023 to
September 30, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,260)
Net book value of properties as of September 30, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,419,500
Less: net book value of properties without commercial value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,325,606)
Net book value of properties without commercial value as of September 30,
2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110093,894
V aluation surplus /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,106
V aluation of properties owned by our Group as of September 30, 2023 as set
out in the property valuation report in Appendix III to this prospectus /H1100/H1100/H1100/H1100/H110098,000
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios as of each of the dates indicated:
As of or for the year ended
December 31,
As of or for
the period
ended
June 30,
2020 2021 2022 2023
Gross profit margin (1) (%) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044.7 31.3 29.2 20.2
Current ratio (2) (times) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.2 1.0 1.0 1.4
Quick ratio (3) (times) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.9 0.7 0.8 1.1
Gearing ratio (4) (%) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065.8 111.2 65.4 62.4
Notes:
(1) Calculated by dividing gross profit by revenue for the year multiplied by 100%. See “Review of Historical Results
of Operation” in this section for more details on our gross profit margins.
(2) Calculated by dividing total current assets by total current liabilities as of the end of the year.
(3) Calculated by dividing total current assets minus inventory by total current liabilities as of the end of the year.
(4) Calculated by dividing total interest-bearing borrowings and lease liabilities divided by total equity as of the end of
the year/period multiplied by 100%.
Gross profit margin
See “Review of Historical Results of Operation” in this section for details on our gross profit
margins.
FINANCIAL INFORMATION
– 519 –


--- page 529 ---
Current ratio and quick ratio
Our current ratio and quick ratio decreased from 1.2 times and 0.9 times as of December 31, 2020,
respectively, to 1.0 times and 0.7 times as of December 31, 2021, respectively, mainly due to the
(i) decrease in cash and cash balances of RMB348.7 million which was mainly used to support daily
operation and purchase of property, plant and equipment; (ii) increase in trade payables of
RMB170.1 million due to increase in procurement of raw materials and sub-contracting services;
(iii) increase in other payables and accruals of RMB97.8 million; and (iv) increase in current
portion of borrowings of RMB75.7 million. The decrease was partially offset by the (i) increase in
trade receivables of RMB231.5 million due to the more logistics smart robotic products and services
were completed and delivered in the fourth quarter of the year; and (ii) increase in prepayments,
deposits and other receivables of RMB100.9 million mainly resulting from the increase in
recoverable V A T and other taxes of RMB61.6 million which was related to the increase in purchase
of materials and fixed assets. Our current ratio and quick ratio then remained relatively stable at 1.0
times and 0.8 times as of December 31, 2022, respectively. Our current ratio and quick ratio then
increased to 1.4 times and 1.1 times as of June 30, 2023, primarily due to the increase in cash and
cash equivalents of RMB473.8 million resulting from the consideration received from the Pre-IPO
investments of RMB820.0 million in January 2023.
Gearing ratio
Our gearing ratio increased from 65.8% as of December 31, 2020 to 111.2% as of December 31,
2021, primarily attributable to the increase in borrowings and decrease in equity due to losses from
our operation. Our gearing ratio decreased to 65.4% as of December 31, 2022, mainly due to
decrease in borrowings. Despite the increase in borrowings from RMB622.7 million as of December
31, 2022 to RMB934.4 million as of June 30, 2023, our gearing ratio decreased to 62.4% as of June
30, 2023 primarily due to the increase in total equity mainly resulting from the issuance of shares
for Pre-IPO investments of RMB820.0 million in January 2023.
TRANSACTIONS WITH RELATED PARTIES
With respect to the related party transactions set forth in the Accountant’s Report to this prospectus,
our Directors confirm that these transactions were conducted on normal commercial terms or such
terms that were no less favorable to our Group than those available to Independent Third Parties and
were fair and reasonable and in the interest of our Shareholders as a whole.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
We are exposed to (i) market risk (including foreign exchange risk and cash flow and fair value
interest rate risk); (ii) credit risk; and (iii) liquidity risk.
Details of the risk to which we are exposed to are set out in note 3 to Accountant’s Report.
OFF-BALANCE SHEET ARRANGEMENT
As of the Latest Practicable Date, we had not entered into any off-balance sheet transaction.
DISTRIBUTABLE RESERVES
As of June 30, 2023, we did not have any distributable reserves.
We had negative reserves attributable to owner of the Company as of January 1, 2020 primarily due
to the accumulated losses of RMB1,804.3 million derived from net losses of our Group prior to the
Track Record Period.
FINANCIAL INFORMATION
– 520 –


--- page 530 ---
DIVIDEND POLICY
During the Track Record Period, no dividend has been paid or declared by our Company. In future,
declaration and payment of any dividends would require the recommendation of the Board and at
their discretion and any dividend will be subject to Shareholder’s approval, but no dividend shall
be declared in excess of the amount recommended by the Board. A decision to declare or to pay any
dividend in the future, and the amount of any dividends, depends on a number of factors, including
our results of operations, financial condition, the payment by our subsidiaries of cash dividends to
us, and other factors the Board may deem relevant. There will be no assurance that our Company
will be able to declare or distribute any dividend in the amount set out in any plan of the Board or
at all. The dividend distribution record in the past may not be used as a reference or basis to
determine the level of dividends that may be declared or paid by the Company in the future. As of
the Latest Practicable Date, we did not have any specific dividend policy nor pre-determined
dividend payout ratios. As advised by our PRC Legal Adviser, (i) when distributing each year’s
after-tax profits, the Company shall set aside 10% of its after-tax profits for the Company’s
statutory common reserve (except where such reserve has reached 50% of the Company’s registered
capital); (ii) if the Company’s statutory common reserve is not enough to make up for its
accumulated losses for the previous year, the current year’s profits shall first be used for making
up the accumulated losses before the statutory common reserve is set aside according to the method
mentioned hereof; and (iii) after the Company has made an allocation to its statutory common
reserve from its after-tax profit, subject to a resolution of the shareholders or the general meeting,
the Company may make an allocation to a discretionary common reserve from the after-tax profits.
LISTING EXPENSES
The total estimated Listing expenses in connection with the Global Offering are RMB101.5 million,
representing 9.7% of the gross proceeds from the Global Offering (based on the mid-point of the
Global Offering range of HK$101.0 per shares and assuming no Over-Allotment Option will be
exercised), among which (i) Listing expenses, including underwriting commission and other
expenses fees, are expected to be approximately RMB34.6 million, and (ii) other non-underwriting
expenses are expected to be approximately RMB66.9 million, comprising (a) fees and expenses of
legal advisers and Reporting Accountant of approximately RMB42.0 million and (b) other fees and
expenses of approximately RMB24.9 million.
During the Track Record Period, total listing expenses of RMB36.8 million were incurred, among
which (i) RMB0.9 million and RMB1.5 million were charged to our consolidated income statements
in FY2022 and 6M2023, respectively, and (ii) expenses directly attributable to the issuance of new
shares of RMB34.4 million were recognized as prepayment for listing expenses in the consolidated
statements of financial position as at June 30, 2023, which will be deducted from equity upon
listing. We expect to incur underwriting commissions and other additional Listing expenses of
RMB64.7 million after June 30, 2023 (assuming an Offer Price of HK$101.0 per Offer Share, being
the mid-point of the Offer Price range stated in this document), of which RMB57.3 million will be
charged to the consolidated income statements after June 30, 2023, and RMB7.4 million will be
deducted from equity upon completion of the Global Offering. The Listing expenses above are the
latest practicable estimate and are for reference only. The actual amount may differ from this
estimate.
DISCLOSURE REQUIRED UNDER THE LISTING RULES
Our Directors confirm that as of the Latest Practicable Date, there were no circumstances that would
give rise to the disclosure requirements under Rules 13.13 to 13.19 of the Listing Rules.
UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS PER
SHARE
Please see the section “Unaudited Pro Forma Financial Information” in Appendix II for our
unaudited pro forma adjusted consolidated net tangible assets per Share.
FINANCIAL INFORMATION
– 521 –


--- page 531 ---
SUBSEQUENT EVENTS
There are no material subsequent events after June 30, 2023.
RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE
Please see the section headed “Summary and Highlights — Recent Developments” of this
prospectus for details.
FINANCIAL INFORMATION
– 522 –


--- page 532 ---
FUTURE PLANS AND USE OF PROCEEDS
Use of proceeds
Assuming (1) an Offer Price of HK$101.0 per H Share, being the mid-point of the indicative Offer
Price range of HK$86.0 to HK$116.0 per H Share, and (2) that the Over-Allotment Option is not
exercised, the net proceeds from the Global Offering are estimated to be approximately HK$1,028.9
million after deducting underwriting commission, incentive fees and other expenses payable by us
in connection with the Listing. In line with our business strategies, we intend to use our net
proceeds for the following purposes:
 approximately 47.0% of the net proceeds (approximately HK$483.3 million), will be used to
further advance our R&D capabilities to enhance our core technologies and smart service
robotic products and services offerings:
(i) 10.7% of the net proceeds (approximately HK$110.3 million) will be used to upgrade the
core technologies utilized in our humanoid robots , out of which (a) approximately
HK$39.5 million will be used for partially funding the acquisition costs of machinery,
equipment, software and R&D materials including (1) over 220 units of machinery and
equipment such as visible light spectrophotometers, vibration testing equipment,
electrostatic discharge generator and profilometer; and (2) over 15 sets of software for
purposes such as ID design and rendering, 3D modeling and algorithm services; and (b)
approximately HK$70.8 million will be used for partially funding the recruitment of
over 110 staff including R&D related personnel such as project and product managers,
engineers and operational staff who generally possess master degrees with more than 5
years of work experience in a field related to core technologies utilized in humanoid
robots. As the R&D of humanoid robots involves research across multiple disciplines
and technologies which are relatively more complex and advanced in nature compared
to other robotic products, we expect to recruit some candidates with doctorate degrees
in order to enhance our capabilities in achieving technological breakthroughs and
shortening the R&D cycle for humanoid robots. During the Track Record Period, it
generally took four to 16 months to achieve commercialization from the
conceptualization and R&D stages for our humanoid robots. With the additional R&D
staff, based on the experience and estimation of our Directors, we expect to shorten our
R&D cycle by approximately 0.7 to 2.2 months.
(ii) 9.3% of the net proceeds (approximately HK$95.7 million) will be used to develop and
launch our education smart robotic products and services , out of which (a)
approximately HK$23.2 million will be used for partially funding the acquisition costs
of machinery, equipment, software and R&D materials including (1) over 430 units of
machinery and equipment such as testing equipment, molding equipment, servers and
computers; and (2) over 10 sets of software for purposes such as cloud storage and
computing and algorithm services; and (b) approximately HK$72.5 million will be used
for partially funding the recruitment of over 70 staff including R&D related personnel
such as project and product managers, engineers and operational staff and educational
curriculum staff and the engagement of external consultation service providers who
generally possess bachelor’s degrees with more than 3 years of work experience in a
field related to education smart robotic products and services. We expect to shorten the
R&D cycle for education smart robotic products and services following the recruitment
of additional R&D related personnel as a result of having more R&D manpower in the
execution of our R&D projects. During the Track Record Period, it generally took five
to 24 months to achieve commercialization from the conceptualization and R&D stages
for our education smart robotic products and services. With the additional R&D staff,
based on the experience and estimation of our Directors, we expect to shorten our R&D
cycle by approximately 0.9 to 2.4 months.
(iii) 8.9% of the net proceeds (approximately HK$91.7 million) will be used to develop and
launch our logistics smart robotic products and services , out of which
(a) approximately HK$37.6 million will be used for partially funding the acquisition
costs of machinery, equipment, software and R&D materials including (1) over 580 units
FUTURE PLANS AND USE OF PROCEEDS
– 523 –


--- page 533 ---
of machinery and equipment such as millimeter wave radar, industrial PCV readers,
multi-terrain test equipment and fast friction drivers; and (2) over 10 sets of software for
purposes such as offline cloud mapping, machine learning datasets and finite element
analysis; and (b) approximately HK$54.1 million will be used for partially funding the
recruitment of over 110 staff including R&D related personnel such as project and
product managers, engineers and operational staff who generally possess bachelor’s
degrees with more than 3 years of work experience in a field related to logistics smart
robotic products and services. We expect to shorten the R&D cycle for logistics smart
robotic products and services following the recruitment of additional R&D related
personnel as a result of having more R&D manpower in the execution of our R&D
projects. During the Track Record Period, it generally took 11 to 13 months to achieve
commercialization from the conceptualization and R&D stages for our logistics smart
robotic products and services. With the additional R&D staff, based on the experience
and estimation of our Directors, we expect to shorten our R&D cycle by approximately
two months.
(iv) 6.2% of the net proceeds (approximately HK$63.6 million) will be used to develop and
launch our general service smart robotic products and services , out of which (a)
approximately HK$21.8 million will be used for partially funding the acquisition costs
of machinery, equipment and software including (1) over 150 units of machinery and
equipment such as detection equipment and product testing equipment; and (2)
approximately 5 sets of software for purposes such as cloud storage and computing and
algorithm services; and (b) approximately HK$41.8 million will be used for partially
funding the recruitment of over 20 staff including R&D related personnel such as
product managers and engineers who generally possess bachelor’s degrees with more
than 3 years of work experience in a field related to general service smart robotic
products and services. We expect to shorten the R&D cycle for general service smart
robotic products and services following the recruitment of additional R&D related
personnel as a result of having more R&D manpower in the execution of our R&D
projects. During the Track Record Period, it generally took five to 12 months to achieve
commercialization from the conceptualization and R&D stages for our general service
smart robotic products and services. With the additional R&D staff, based on the
experience and estimation of our Directors, we expect to shorten our R&D cycle by
approximately one to 2.2 months.
(v) 7.6% of the net proceeds (approximately HK$78.6 million) will be used to develop and
launch our wellness and elderly care smart robotic products and services , out of which
(a) approximately HK$29.2 million will be used for partially funding the acquisition costs
of machinery, equipment, software and R&D materials including (1) over 350 units of
machinery and equipment such as robot reliability laboratory equipment, various servers
(e.g. for code, bugs, document backup management) and network analysers; and (2)
approximately 10 sets of software for purposes such as cloud storage and computing and
algorithm services; and (b) approximately HK$49.4 million will be used for partially
funding the recruitment of over 70 staff including R&D related personnel such as project
and product managers, engineers and operational staff who generally possess bachelor’s
degrees with more than 3 years of work experience in a field related to wellness and
elderly care smart robotic products and services. Since we only launched our wellness and
elderly care smart robotic products and services in the second half of 2022, our R&D
capabilities in relation to such products and services are comparatively under-developed
compared to our other existing and more established business segments. As such, our
Directors believe that the recruitment of additional R&D staff which have more
specialized experience and vocational focus in the wellness and elderly care smart robotic
products and services industry than our existing R&D staff is necessary in order to enhance
our R&D efforts in this area. For instance, as we intend to upgrade our visual recognition
technology to improve our companion smart robot’s ability to identify and analyze the
movement of the elderly, we expect our newly-recruited R&D staff to have experience
in designing the relevant necessary algorithms. We also expect our newly-recruited R&D
staff to have experience in designing health monitoring and analyzing platforms to
facilitate the management and monitoring of our products.
FUTURE PLANS AND USE OF PROCEEDS
– 524 –


--- page 534 ---
(vi) 4.2% of the net proceeds (approximately HK$43.4 million) will be used to develop and
launch our consumer-level robots and other hardware devices , out of which (a)
approximately HK$17.7 million will be used for partially funding the acquisition costs
of machinery, equipment, software and R&D materials including (1) over 240 units of
computers and product testing equipment; and (2) over 5 sets of software for purposes
such as cloud storage and computing and algorithm services; and (b) approximately
HK$25.7 million will be used for partially funding the recruitment of over 15 staff
including R&D related personnel such as project and product managers, engineers and
operational staff who generally possess bachelor’s degrees with more than 3 years of
work experience in a field related to consumer-level robots and other hardware devices.
As we intend to enhance our existing offerings of consumer-level robots and other
hardware devices by developing next generation vacuum cleaners, pool cleaning robots
and lawn mowers, we expect to recruit new R&D staff who possess relevant experience
in the R&D of these products in order to enhance the overall R&D efficiencies of such
products. In particular, we expect such newly-recruited R&D staff to have experience in
the R&D of pool cleaning robots and lawn mowers since we have never launched such
products before.
 approximately 19.4% of the net proceeds (approximately HK$199.6 million), will be used for
partial repayment of the following bank loans:
Nature of
bank loans Principal amounts Interest rate Due date
Purpose of
bank loans
(1) /H1100/H1100Bank working
capital loans
RMB300.0 million 3.7%-5.7% January 12, 2024 to
January 29, 2024
General corporate
purpose
(2) /H1100/H1100Fixed investment
credit portion of the
Guaranteed Facility
RMB900.0 million 5-year loan
prime rate plus
2.19%, adjusted
annually
June 18, 2031 Construction works
in relation to our
headquarters in
Shenzhen
See “Relationship with our Controlling Shareholders — Independence from our Controlling
Shareholders — (iii) Financial independence” for details in relation to the Guaranteed Facility.
 approximately 7.9% of the net proceeds (approximately HK$81.7 million), will be used to
upgrade our R&D laboratories in our Shenzhen R&D institute to enhance our R&D
infrastructure to improve our R&D capabilities and efficiencies, in particular (a) approximately
HK$32.8 million will be used for partially funding the acquiring of machinery, equipment and
software including (1) over 240 units of machinery and equipment such as GPU servers, storage
servers and integrated gear measurement center; and (2) over 15 sets of software for the purpose
of machine learning datasets, mechanical system design simulation and servo actuator vibration
testing; and (b) approximately HK$49.0 million will be used for partially funding the
recruitment of over 90 staff including R&D related personnel such as project and product
managers, engineers and operational staff who generally possess master or PhD degrees with
more than 5 years of work experience in a field related to our robotic and/or AI technologies.
The newly-recruited R&D staff are expected to have more experience and academic
achievements than our existing R&D staff in relation to the relevant robotic and/or AI
technologies which are the subject matters of our R&D laboratories in our Shenzhen R&D
institute, as such we expect them to be better equipped to facilitate the enhancement of our
R&D infrastructure to improve our R&D capabilities in respect of these technologies. Such
experience and academic achievements may include the publication of research papers and
conference papers on international reputable journals, participation in the design of patents
and involvement in major projects in respect of the relevant robotic and/or AI technologies.
 approximately 9.5% of the net proceeds (approximately HK$97.6 million), will be used for the
enhancement of our brand awareness and market penetration by expanding our overseas sales
channels. In particular, (a) approximately HK$12.9 million will used for partially funding the
recruitment of over 350 staff including sales and marketing personnel and support staff; (b)
FUTURE PLANS AND USE OF PROCEEDS
– 525 –


--- page 535 ---
approximately HK$18.7 million will be used for partially funding the setting up of (1) a total
of 12 showrooms in the PRC, Korea, United Arab Emirates, Thailand, Germany, India, USA,
Japan and Singapore. We intend to demonstrate the functionalities and applications of our
latest smart service robotic products and services from each of our business segments in the
PRC showrooms, whereas the overseas showrooms will focus on the demonstration of our
latest smart service robotic products and services under our other sector tailored smart robotic
products and services and consumer-level robots and other hardware devices segments; and
(2) a total of 19 branch offices and regional offices across the PRC for strengthening our sales
and marketing network, developing our relationship with customers and end-users and
expanding our customer and end-user base; (c) approximately HK$50.7 million will be used
for partially funding the (1) providing of trainings to our sales and marketing team in order
to equip them with the necessary marketing skills, linguistic skills and latest technological and
industry developments to effectively market our smart service robotic products and services;
and (2) participating in major national and international events which allows us to benefit
from word-of-mouth marketing while minimizing our selling and marketing expenses; and (d)
approximately HK$15.3 million will be used for partially funding the upgrading of our office
equipment of our sales and marketing team to facilitate better communication with and
experience of customers and end-users of our smart service robotic products and services.
 approximately 6.2% of the net proceeds (approximately HK$63.7 million), will be used to
partially fund the further optimization of our management and operational efficiency by
purchasing various systems such as enterprise resource planning (ERP) system, product
lifecycle management (PLM) system, human capital management (HCM) system, customer
relationship management (CRM) system and warehouse management (WMS) system.
 approximately 10.0% of the net proceeds (approximately HK$102.9 million), will be used for
working capital and other general corporate purposes.
Based on our strategies and intended use of proceeds from the Global Offering, we set out below
our proposed implementation plans from the Listing for your reference. Potential investors should
note that the following implementation plans are formulated on the bases and assumptions which
are inherently subject to many uncertainties and unpredictable factors, in particular the risk factors
set forth in the section headed “Risk Factors” in this prospectus. Therefore, there is no assurance
that our business plans will materialize in accordance with the estimated time frame and that our
future plans will be accomplished at all. The details of our future plan are set out below:
Use of proceeds
2024 2025 2026 Total
%o fn e t
proceeds
(HK$’
million)
(HK$’
million)
(HK$’
million)
(HK$’
million)
Further advance our R&D capabilities
to enhance our core technologies and
products and services offerings /H1100/H1100/H1100/H1100/H1100422.9 54.3 6.2 483.3 47.0
Repayment of bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100199.6 — — 199.6 19.4
Enhance our R&D infrastructure to
improve our R&D capabilities and
efficiencies /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081.7 — — 81.7 7.9
Enhance brand awareness and market
penetration /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095.3 2.3 — 97.6 9.5
Further optimize our management and
operational efficiency /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 48.2 15.5 63.7 6.2
General working capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100102.9 — — 102.9 10.0
902.4 104.9 21.7 1,028.9 100.0
FUTURE PLANS AND USE OF PROCEEDS
– 526 –


--- page 536 ---
To the extent that the net proceeds of 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, we will hold such
funds in short-term interest-bearing deposits at licensed commercial banks and/or other authorized
financial institutions (as defined under the Securities and Futures Ordinance, the Law of the
People’s Republic of China on Commercial Banks () and other
applicable laws in the PRC). We will comply with the PRC laws relating to foreign exchange
registration and proceeds remittance.
In the event that the Offer Price is set at the high-end or low-end of the proposed Offer Price range
of HK$86.0 to HK$116.0 per H Share and the Over-Allotment Option is not exercised at all, the net
proceeds of the Global Offering received by us will increase or decrease by approximately
HK$163.6 million. Under such circumstances, our intended use of proceeds will be increased or
decreased on a pro-rata basis.
If the Offer Price is set at the high-end or low-end of the proposed Offer Price range of HK$86.0
to HK$116.0 per H Share and the Over-Allotment Option is exercised in full, the net proceeds of
the Global Offering (including the proceeds from the exercise of the Over-Allotment Option)
received by us will increase or decrease by approximately HK$188.2 million. We intend to apply
the additional net proceeds to the above uses in the proportions stated above.
If the Over-Allotment Option is exercised in full, the additional net proceeds we will receive after
deducting underwriting commissions, the discretionary incentive fee (assuming the full payment of
the discretionary incentive fee) and the estimated expenses in relation to the Listing, will be:
 approximately HK$140.7 million, assuming an Offer Price of HK$86.0 (being the minimum
Offer Price range);
 approximately HK$165.3 million, assuming an Offer Price of HK$101.0 (being the mid-point
Offer Price range); or
 approximately HK$189.8 million, assuming an Offer Price of HK$116.0 (being the maximum
Offer Price range).
The additional net proceeds will be allotted to the above purposes on a pro rata basis if the
Over-allotment option is exercised.
We will issue announcements, where required, if there is any material change in the use of proceeds
mentioned above.
FUTURE PLANS AND USE OF PROCEEDS
– 527 –


--- page 537 ---
THE CORNERSTONE PLACING
We have entered into a cornerstone investment agreement (the “ Cornerstone Investment
Agreement ”) with the cornerstone investor set out below (the “ Cornerstone Investor ”), pursuant
to which the Cornerstone Investor has agreed to, subject to certain conditions, subscribe at the Offer
Price for a certain number of Offer Shares (rounded down to the nearest whole board lot of 50 H
Shares) (the “ Cornerstone Placing ”), which is computed by dividing the investment amount from
the Cornerstone Investor by the Offer Price.
Assuming an Offer Price of HK$86.0, being the low-end of the indicative Offer Price range set out
in this prospectus, the total number of Offer Shares to be subscribed by the Cornerstone Investor
would be 6,335,450, representing (i) approximately 56.2% of the Offer Shares pursuant to the
Global Offering and (ii) approximately 1.5% of the total issued share capital of our Company
immediately upon completion of the Global Offering (assuming the Over-Allotment Option is not
exercised).
Assuming an Offer Price of HK$101.0, being the mid-point of the indicative Offer Price range set
out in this prospectus, the total number of Offer Shares to be subscribed by the Cornerstone Investor
would be 5,394,550, representing (i) approximately 47.8% of the Offer Shares pursuant to the
Global Offering and (ii) approximately 1.3% of the total issued share capital of our Company
immediately upon completion of the Global Offering (assuming the Over-Allotment Option is not
exercised).
Assuming an Offer Price of HK$116.0, being the high-end of the indicative Offer Price range set
out in this prospectus, the total number of Offer Shares to be subscribed by the Cornerstone Investor
would be 4,696,950, representing (i) approximately 41.6% of the Offer Shares pursuant to the
Global Offering and (ii) approximately 1.1% of the total issued share capital of our Company
immediately upon completion of the Global Offering (assuming the Over-Allotment Option is not
exercised).
Our Directors are of the view that the Cornerstone Placing will help raise the profile of our
Company and signify that such investor has confidence in the business and prospects of our Group.
We became acquainted with the Cornerstone Investor mainly in our ordinary course of business
through the Group’s business network. As of the Latest Practicable Date, the Cornerstone Investor
has obtained all necessary approvals for the entering into and the transactions contemplated in the
Cornerstone Investment Agreement and that no specific approval from any stock exchange (if
relevant) or its shareholders or other regulatory authority is required for the relevant Cornerstone
Placing.
The Cornerstone Placing will form part of the International Placing and the Cornerstone Investor
will not subscribe for any other Offer Shares under the Global Offering (other than pursuant to the
Cornerstone Investment Agreement). The Offer Shares to be subscribed by the Cornerstone Investor
will rank pari passu in all respect with the fully paid Shares in issue and will be counted towards
the public float of our Company under Rule 8.08 of the Listing Rules. Immediately following the
completion of the Global Offering, the Cornerstone Investor will not become a substantial
Shareholder of our Company, and the Cornerstone Investor will not have any Board representation
in our Company. Other than a guaranteed allocation of the relevant Offer Shares at the final Offer
Price, the Cornerstone Investor does not have any preferential rights pursuant to the Cornerstone
Investment Agreement as compared with other public Shareholders.
To the best knowledge of our Company, (i) the Cornerstone Investor is independent from our
Company and its subsidiaries, our connected persons and their respective associates and it is not an
CORNERSTONE INVESTOR
– 528 –


--- page 538 ---
existing Shareholder; (ii) the Cornerstone Investor is not accustomed to taking instructions from our
Company, Directors, supervisors, chief executives, Controlling Shareholders, substantial
Shareholders, existing Shareholders of our Company or any of its subsidiaries or any of their
respective close associates in relation to the acquisition, disposal, voting or other disposition of the
Offer Shares registered in its name or otherwise held by it; and (iii) none of the subscription of Offer
Shares pursuant to the Cornerstone Investment Agreement is directly or indirectly financed by our
Company, Directors, supervisors, chief executives, Controlling Shareholders, substantial
Shareholders, existing Shareholders of our Company or any of its subsidiaries or any of their
respective close associates.
As confirmed by the Cornerstone Investor, its subscription under the Cornerstone Placing would be
financed by its internal resources. There are no side arrangements or agreements between our
Company and the Cornerstone Investor, nor any benefit, direct or indirect, conferred on the
Cornerstone Investor by virtue of or in relation to the Cornerstone Placing, other than a guaranteed
allocation of the relevant Offer Shares at the final Offer Price, following the principles as set out
in Guidance Letter HKEX-GL 51-13.
There will be no delayed delivery or deferred settlement of Offer Shares to be subscribed by the
Cornerstone Investor and the consideration will be settled by the Cornerstone Investor before the
Listing Date.
The Cornerstone Investor has agreed that, in the event that the requirement pursuant to Rule 8.08(3)
of the Listing Rules, which provides that no more than 50% of our H Shares in public hands on the
Listing Date can be beneficially owned by the three largest public Shareholders, cannot be satisfied,
our Company, and Guotai Junan Securities (Hong Kong) Limited (for itself and on behalf of the
other Overall Coordinators) have the right to adjust the allocation of the number of Offer Shares to
be subscribed by the Cornerstone Investor in their sole and absolute discretion to satisfy the
requirement pursuant to Rule 8.08(3) of the Listing Rules. Details of the actual number of the Offer
Shares to be allocated to the Cornerstone Investor will be disclosed in the allotment results
announcement to be issued by our Company on or around Thursday, December 28, 2023. The Offer
Shares to be subscribed by the Cornerstone Investor may be affected by reallocation in the event
of over-subscription under the Hong Kong Public Offer, as described in the section headed
“Structure and Conditions of the Global Offering – The Hong Kong Public Offer – Reallocation”
in this prospectus.
CORNERSTONE INVESTOR
– 529 –


--- page 539 ---
THE CORNERSTONE INVESTOR
The following table sets out certain details of the Cornerstone Placing:
Assuming a final Offer Price of HK$86.0 per H Share (being the low-end
of the indicative Offer Price range)
Assuming a final Offer Price of HK$101.0 per H Share (being the mid-
point of the indicative Offer Price range)
Assuming a final Offer Price of HK$116.0 per H Share (being the high-
end of the indicative Offer Price range)
Assuming the Over-
Allotment Option is not
exercised
Assuming the Over-
Allotment Option is
exercised in full
Assuming the Over-
Allotment Option is not
exercised
Assuming the Over-
Allotment Option is
exercised in full
Assuming the Over-
Allotment Option is not
exercised
Assuming the Over-
Allotment Option is
exercised in full
Cornerstone Investor
Investment
amount (1)
Hong Kong
dollar
equivalent (2)
(HK$)
Number
of Offer
Shares (3)
Approximate
% of total
number of
Offer
Shares
Approximate
% of total
share
capital (4)
Approximate
% of total
number of
Offer
Shares
Approximate
% of total
share
capital (4)
Number
of Offer
Shares (3)
Approximate
% of total
number of
Offer
Shares
Approximate
% of total
share
capital (4)
Approximate
% of total
number of
Offer
Shares
Approximate
% of total
share
capital (4)
Number
of Offer
Shares (3)
Approximate
% of total
number of
Offer
Shares
Approximate
% of total
share
capital (4)
Approximate
% of total
number of
Offer
Shares
Approximate
% of total
share
capital (4)
E-Town International
Holding (Hong
Kong) Co., Limited /H1100RMB500,000,000 544,850,000 6,335,450 56.2 1.5 48.8 1.5 5,394,550 47.8 1.3 41.6 1.3 4,696,950 41.6 1.1 36.2 1.1
Notes:
(1) The investment amount is exclusive of brokerage, the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy.
(2) The Hong Kong dollar equivalent is for reference only and is calculated based on the exchange rates as described in the section headed “Responsibil ity Statements – Exchange Rate
Conversion” in this prospectus. The actual investment amount of the Cornerstone Investor in Hong Kong dollars may vary due to the actual exchange rate prescribed in the relevant
Cornerstone Investment Agreement, which is based on the exchange rate of RMB to HK$ quoted by the bank for the Cornerstone Investor’s outbound remitta nce of funds pursuant to the
overseas direct investment (“ ODI”) approval or any other government approval, filing, registration or consent required for the outbound transfer and foreign exchange of funds (toge ther
with ODI, the “ ODI Approval ”).
(3) Subject to rounding down to the nearest whole board lot of 50 H Shares.
(4) Represents the percentage of total share capital of our Company immediately upon completion of the Global Offering.
CORNERSTONE INVESTOR
– 530 –


--- page 540 ---
THE CORNERSTONE INVESTOR
The information about the Cornerstone Investor set forth below has been provided by the
Cornerstone Investor in connection with the Cornerstone Placing or based on publicly available
information.
E-Town International Holding (Hong Kong) Co., Limited
E-Town International Holding (Hong Kong) Co., Limited (ٰ(ಥ)ʮ̡)( “ E-
Town International ”) is a company incorporated under the laws of Hong Kong and is principally
engaged in investments in industries relevant to scientific and technological innovation and
industrial development. E-Town International is a wholly-owned subsidiary of Beijing E-Town
International Investment & Development Co., Ltd.* (ʮ̡), which is
wholly-owned by the Financial Audit Bureau of Beijing Economic-Technological Development
Area* (҅).
CORNERSTONE INVESTOR
– 531 –


--- page 541 ---
CLOSING CONDITIONS
The obligation of the Cornerstone Investor to subscribe for the Offer Shares under the Cornerstone
Investment Agreement is subject to, among other things, the following closing conditions:
(a) the Hong Kong Underwriting Agreement and the International Placing Agreement having been
entered into and having become effective and unconditional (in accordance with their
respective original terms or as subsequently waived or varied by agreement of the parties
thereto) by no later than the time and date as specified in the Hong Kong Underwriting
Agreement and the International Placing Agreement, and neither the Hong Kong Underwriting
Agreement nor the International Placing Agreement having been terminated;
(b) the Offer Price having been agreed upon between our Company and the Overall Coordinators
(for themselves and on behalf of the Underwriters);
(c) the Listing Committee having granted approval for the listing of, and permission to deal in,
the H Shares (including the H Shares under the Cornerstone Placing) as well as other
applicable waivers and approvals and such approval, permission or waiver not having 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 the
Cornerstone Investment Agreement and there shall be no orders or injunctions from a court of
competent jurisdiction in effect precluding or prohibiting consummation of such transactions;
(e) the representations, warranties, undertakings and confirmations of the Cornerstone Investor
under the Cornerstone Investment Agreement are accurate and true in all respects and not
misleading and that there is no breach of the Cornerstone Investment Agreement on the part
of the Cornerstone Investor; and
(f) the Cornerstone Investor having completed and obtained the ODI Approvals solely in relation
to the transactions contemplated under the Cornerstone Investment Agreement.
RESTRICTIONS ON THE CORNERSTONE INVESTOR
The Cornerstone Investor has agreed that it will not, whether directly or indirectly, at any time
during the period of six months from and inclusive of the Listing Date (the “ Lock-up Period ”),
dispose of any of the Offer Shares it has subscribed pursuant to the Cornerstone Investment
Agreement, save for certain limited circumstances, such as transfering all or part of the
aforementioned Offer Shares to any of its wholly-owned group companies who will be bound by the
same obligations of such Cornerstone Investor, including but not limited to the Lock-up Period
restriction.
CORNERSTONE INVESTOR
– 532 –


--- page 542 ---
HONG KONG UNDERWRITERS
Guotai Junan Securities (Hong Kong) Limited
CLSA Limited
China Securities (International) Corporate Finance Company Limited
CMBC Securities Company Limited
BNP Paribas Securities (Asia) Limited
Shenwan Hongyuan Securities (H.K.) Limited
Huatai Financial Holdings (Hong Kong) Limited
ICBC International Securities Limited
BOCI Asia Limited
ABCI Securities Company Limited
CCB International Capital Limited
CMB International Capital Limited
Guosen Securities (HK) Capital Company Limited
GF Securities (Hong Kong) Brokerage Limited
Patrons Securities Limited
Futu Securities International (Hong Kong) Limited
TradeGo Markets Limited
V aluable Capital Limited
Livermore Holdings Limited
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offer
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, our Company is offering 1,128,200 Hong
Kong Offer Shares (subject to re-allocation described below) for subscription by the public in Hong
Kong on, and subject to, the terms and conditions set out in this prospectus and the Hong Kong
Underwriting Agreement at the Offer Price.
Subject to:
(a) the Listing Committee granting the listing of, and permission to deal in, our H Shares in issue
and to be issued as mentioned in this prospectus and such listing and permission not
subsequently being revoked; and
(b) certain other conditions set out in the Hong Kong Underwriting Agreement (including but not
limited to the Offer Price being agreed upon between the Overall Coordinators and the Joint
Global Coordinators (for themselves and on behalf of the other Underwriters) and our
Company),
the Hong Kong Underwriters have agreed severally, and not jointly, to subscribe for, or procure
subscribers for, the Hong Kong Offer Shares which are being offered but are not taken up under the
Hong Kong Public Offer, on the terms and conditions set out in this prospectus and the Hong Kong
Underwriting Agreement. If, for any reason, the Offer Price is not agreed between the Overall
Coordinators and the Joint Global Coordinators (for themselves and on behalf of the other Hong
Kong Underwriters) and our Company, the Global Offering will not proceed and will lapse.
The Hong Kong Underwriting Agreement is conditional upon and subject to the International
Placing Agreement having been entered into and becoming unconditional and not having been
terminated.
If there is any change to the offer size due to change in the number of Offer Shares initially offered
in the Global Offering (other than pursuant to the exercise of the Over-allotment Option and/or
reallocation mechanism as disclosed in this prospectus), or change to the Offer Price which leads
to the resulting price falling outside the indicative Offer Price range as stated in this prospectus, or
if our Company becomes aware that there has been a significant adverse change affecting any matter
UNDERWRITING
– 533 –


--- page 543 ---
contained in this prospectus or a significant new matter has arisen, the inclusion of information in
respect of which would have been required to be in this prospectus if it had arisen before this
prospectus was issued, after the issue of this prospectus and before the commencement of dealings
in our H Shares as prescribed under Rule 11.13 of the Listing Rules, we are required to cancel the
Global Offering and relaunch the offer and issue a supplemental prospectus or a new prospectus in
FINI.
Grounds for termination
The respective obligations of the Hong Kong Underwriters to subscribe for, or procure subscribers
for, the Hong Kong Offer Shares under the Hong Kong Underwriting Agreement are subject to
termination. The Sole Sponsor, the Sponsor-OC, the Overall Coordinators and the Joint Global
Coordinators (for themselves and on behalf of the Hong Kong Underwriters and the Capital Market
Intermediaries) may, after prior consultation with our Company, in their sole and absolute discretion
terminate the Hong Kong Underwriting Agreement with immediate effect by notice in writing to our
Company from the Sole Sponsor, the Sponsor-OC, the Overall Coordinators and/or the Joint Global
Coordinators (for themselves and on behalf of the Hong Kong Underwriters and the Capital Market
Intermediaries) at any time prior to 8:00 a.m. on the Listing Date (the “ Termination Time ”) if any
of the following events shall occur prior to the Termination Time:
(a) there develops, occurs, exists or comes into effect:
(i) any change or prospective change (whether or not permanent) in the business or in the
business or in the financial or trading position of our Group; or
(ii) any event, circumstance, or series of events, in the nature of force majeure (including,
without limitation, any acts of government, declaration of a local, national, regional or
international emergency or war, political change, calamity, crisis, epidemic, pandemic,
outbreaks, escalation, adverse mutation or aggravation of diseases (including, without
limitation, COVID-19 (and such related/mutated form), Severe Acute Respiratory
Syndrome (SARS), swine or avian flu, H5N1, H1N1, H7N9, Ebola virus, Middle East
respiratory syndrome and such related/mutated forms), comprehensive sanctions,
strikes, lock-outs, other industrial actions, fire, explosion, flooding, earthquake,
tsunami, volcanic eruption, civil commotion, riots, rebellion, public disorder, acts of
war, outbreak or escalation of hostilities (whether or not war is declared), acts of God,
acts of terrorism (whether or not responsibility has been claimed), paralysis in
government operations, interruptions or accidents or delay in transportation) or other
state of emergency in whatever form, in or affecting, directly or indirectly Hong Kong,
China, the United States, the United Kingdom, the European Union (or any member
thereof), Switzerland or any other jurisdiction relevant to our Group and/or the Global
Offering (each a “ Relevant Jurisdiction ” and collectively, the “ Relevant
Jurisdictions ”); or
(iii) any change or development involving a prospective change or development, or any
event, circumstance or series of events likely to result in or representing any change or
development involving a prospective change, in local, national, regional or international
financial, economic, political, military, industrial, fiscal, legal, regulatory, currency,
credit or market matters or conditions, equity securities or any monetary or trading
settlement system or other financial markets (including, without limitation, conditions in
the stock and bond markets, money and foreign exchange markets, the interbank markets
and credit markets), in or affecting any Relevant Jurisdictions; or
(iv) any moratorium, suspension or restriction (including, without limitation, any imposition
of or requirement for any minimum or maximum price limit or price range) in or on
trading in securities generally on the Stock Exchange, the New Y ork Stock Exchange,
the NASDAQ Global Market, the London Stock Exchange, the Shenzhen Stock
Exchange and the Shanghai Stock Exchange; or
UNDERWRITING
– 534 –


--- page 544 ---
(v) any general moratorium on commercial banking activities in Hong Kong (imposed by
the Financial Secretary or the Hong Kong Monetary Authority or any other competent
administrative, governmental or regulatory commission, board, body, authority or
agency, or any stock exchange (including, without limitation, the Stock Exchange, the
SFC, the CSRC), self-regulatory organization or other non-governmental regulatory
authority, or any court, tribunal or arbitrator, in each case whether national, central,
federal, provincial, state, regional, municipal, local, domestic or foreign, of any
jurisdictions relevant to any member of our Group and/or the Global Offering, including,
without limitation, Hong Kong, China and the United States (each a “ Authority ” and
collectively, the “ Authorities ”)), New Y ork (imposed at Federal or New Y ork State level
or by other competent Authority), London, China, the European Union (or any member
thereof), Switzerland or any of the other Relevant Jurisdictions, or any disruption in
commercial banking or foreign exchange trading or securities settlement or clearance
services, procedures or matters in or affecting any of the Relevant Jurisdictions; or
(vi) any and all new national, central, federal, provincial, state, regional, municipal, local,
domestic or foreign laws (including, without limitation, any common law or case law),
statutes, ordinances, codes, regulations or rules (including, without limitation, any and
all regulations, rules, orders, judgments, decrees, rulings, opinions, guidelines, opinions,
notices, policies, consents, measures, notices or circulars (in each case, whether formally
published or not and to the extent mandatory or, if not complied with, the basis for legal,
administrative, regulatory or judicial consequences) of any Authority) of all jurisdictions
relevant to any member of our Group and/or the Global Offering (including, without
limitation, Hong Kong, China and the United States), each as amended, supplemented or
otherwise modified from time to time (the “ Laws ”) or any change or development
involving a prospective change in existing Laws or any event or circumstance resulting
in a change or development involving a prospective change in the interpretation or
application thereof by any court or other competent Authority in or affecting any of the
Relevant Jurisdictions; or
(vii) the imposition of economic sanctions, 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 of the Relevant Jurisdictions; or
(viii) any change or development involving a prospective change or amendment in or affecting
all forms of taxation whenever (present or future) created, imposed or arising and
whether of Hong Kong, China, the United States or of any other part of the world and,
without prejudice to the generality of the foregoing, includes all forms of taxation on or
relating to profits, salaries, interest and other forms of income, taxation on capital gains,
sales and value added taxation, business tax, estate duty, death duty, capital duty, stamp
duty, payroll taxation, withholding taxation, rates and other taxes or charges relating to
property, customs and other import and excise duties, and generally any taxation, fee,
assessment, duty, impost, levy, rate, charge or any amount payable to taxing, revenue,
customs or fiscal Authorities whether of Hong Kong, China, the United States or of any
other part of the world, whether by way of actual assessment, withholding, loss of
allowance, deduction or credit available for relief or otherwise, and including all
interest, additions to tax, penalties or similar liabilities arising in respect of any taxation
or exchange control, currency exchange rates or foreign investment regulations
(including, without limitation, a material devaluation of the United States dollar, the
Renminbi and/or Hong Kong dollar or a change in the system under which the value of
the Hong Kong dollar is linked to that of the United States dollar or Renminbi is linked
to any foreign currency or currencies), or the implementation of any exchange control,
in any of the Relevant Jurisdictions or affecting an investment in the Offer Shares; or
(ix) any litigation, dispute, legal action, claim, regulatory investigation or legal proceeding
or action being threatened or instigated or announced against any member of our Group,
any Director, any Supervisor or our Company or Mr. Zhou Jian (being the Warranting
Director and Shareholder as defined in the Hong Kong Underwriting Agreement); or any
Directors of our Company is being charged with an indictable offence or is prohibited
by operation of law or otherwise disqualified from taking part in the management of a
company; or
UNDERWRITING
– 535 –


--- page 545 ---
(x) an Authority or a political body or organisation in any of the Relevant Jurisdictions
commencing any investigation or other action, or announcing an intention to investigate
or take other action, against any member of our Group, any Director or our Company or
Mr. Zhou Jian (being the Warranting Director and Shareholder as defined in the Hong
Kong Underwriting Agreement); or
(xi) any contravention by any member of our Group or any Director or Supervisor of any
applicable Laws including the Listing Rules; or
(xii) any material loss or damage sustained by any member of our Group; or
(xiii) any change or prospective change or development, or any materialization of any of the
risks set out in the section headed “Risk Factors” in this prospectus; or
(xiv) any non-compliance of this prospectus, the CSRC filings (or any other documents used
in connection with the contemplated offer and sale of the H Shares) or any aspect of the
Global Offering with the Listing Rules or any other applicable Law (including, without
limitation, the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance and the CSRC Rules) applicable to any member of our Group
and/or the Global Offering; or
(xv) the issue or requirement to issue by our Company of any supplement or amendment to
this prospectus (or to any other documents used in connection with the contemplated
offer and sale of the H Shares) pursuant to the Companies Ordinance, the Companies
(Winding Up and Miscellaneous Provisions) Ordinance or the Listing Rules or any other
applicable Laws or any requirement or request of the Stock Exchange, the SFC and/or
the CSRC; or
(xvi) there is a breach of any of the obligations imposed upon our Company or Mr. Zhou Jian
(being the Warranting Director and Shareholder as defined in the Hong Kong
Underwriting Agreement) under the Hong Kong Underwriting Agreement or the
International Placing Agreement (including any supplement or amendment thereto), as
applicable; or
(xvii) any event, act or omission which gives or is reasonably likely to give rise to any liability
of any of the indemnifying parties pursuant to the Hong Kong Underwriting Agreement
or the International Placing Agreement (including any supplement or amendment
thereto), as applicable; or
(xviii) the chief executive officer, chief financial officer, any Director, Supervisor or member
of senior management of our Company is vacating his or her office;
which, individually or in the aggregate, in the opinion of the Sole Sponsor, the Sponsor-OC,
the Overall Coordinators, the Joint Global Coordinators (for themselves and on behalf of the
Hong Kong Underwriters and the Capital Market Intermediaries) or any of them: (1) has or
will or could reasonably expected to have any material adverse change or effect, or any
development involving a prospective material adverse change or effect, in or affecting (i) the
assets, liabilities, business, properties, general affairs, management, prospects, shareholders’
equity, profits, losses, results of operations, position or condition (financial, operational or
otherwise) or performance of our Group, and (ii) the ability of our Company to perform its
obligations under the Hong Kong Underwriting Agreement, the International Placing
Agreement and the Operative Agreements (as defined in the Hong Kong Underwriting
Agreement), including the issuance and sale of the Offer Shares, or to consummate the
transactions contemplated under this prospectus (collectively “ Material Adverse Change ”);
or (2) has or will have or could reasonably expected to have a Material Adverse Change on
the success or marketability of the Global Offering or the level of applications under the Hong
Kong Public Offer or the level of interest or the distribution of the Offer Shares under the
International Placing; or (3) makes or will make or may make it inexpedient or impracticable
or incapable or not commercially viable for 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 (as defined in the Hong Kong Underwriting
UNDERWRITING
– 536 –


--- page 546 ---
Agreement); or (4) has or will have or could reasonably expected to 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 or delaying the processing of
applications and/or payments pursuant to the Global Offering or pursuant to the underwriting
thereof; or
(b) any of the Sole Sponsor, the Sponsor-OC, the Overall Coordinators and the Joint Global
Coordinators (for themselves and on behalf of the Hong Kong Underwriters and the Capital
Market Intermediaries) shall become aware of the fact that, or have reasonable cause to
believe that:
(i) any statement contained in any of this prospectus, the disclosure package, the
preliminary offering circular, the final offering circular, the Operative Agreements (as
defined in the Hong Kong Underwriting Agreement), the CSRC Filings (as defined in the
Hong Kong Underwriting Agreement), the formal notice, the OC announcement, the
investor presentation materials, the PHIP and/or in any notices, announcements,
advertisements, communications or other documents (including any announcement,
circular, document or other communication pursuant to the Hong Kong Underwriting
Agreement) which our Company has approved for issue or use by or on behalf of our
Company in connection with the Global Offering (including any supplement or
amendment thereto) (the “ Offer Related Documents ”) was, when it was issued, or has
become, untrue, incorrect or incomplete in any material respect, misleading or
deceptive, or that any forecast, estimate, expression of opinion, intention or expectation
contained in any such documents is not fair and honest and based on reasonable
assumptions or reasonable grounds; 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
from, or material misstatement in, any of Offer Related Documents; or
(iii) any Material Adverse Change or any development involving a prospective Material
Adverse Change (whether or not permanent);
(iv) there is a material breach of, or any event or circumstance rendering untrue, incorrect or
incomplete in any material respect or misleading in any material respect, any of the
warranties given by any of the warrantors (being our Company and Mr. Zhou Jian being
the Warranting Director and Shareholder as defined in the Hong Kong Underwriting
Agreement) in the Hong Kong Underwriting Agreement or the International Placing
Agreement (including any supplement or amendment thereto), as applicable; or
(v) the approval by the Listing Committee of the Stock Exchange of the listing of, and
permission to deal in, the H Shares to be issued or sold (including any additional H
Shares that may be issued or sold pursuant to the exercise of the Over-Allotment Option)
under the Global Offering is refused or not granted, other than subject to customary
conditions, on or before the date of the Listing, or if granted, the approval is
subsequently withdrawn, cancelled, qualified (other than subject to customary
conditions), revoked or withheld; or
(vi) the CSRC filings and the published filing results in respect of the CSRC filings on its
website have been revoked, withdrawn, rejected or terminated; or
(vii) our Company withdraws this prospectus (and/or any other Offer Related Documents) or
the Global Offering; or
(viii) any experts (other than the Sole Sponsor) described under “Statutory and General
Information — E. Other Information — 7. Qualifications of Experts” in Appendix VII
to this prospectus has withdrawn its consent to the issue of this prospectus with the
inclusion of its report, letters, and/or opinions (as the case may be) and references to its
name included in the form and context in which it respectively appears; or
(ix) there is a prohibition on our Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Shares (including pursuant to any exercise of the
Over-Allotment Option) pursuant to the terms of the Global Offering; or
UNDERWRITING
– 537 –


--- page 547 ---
(x) a significant portion of the orders placed or confirmed in the book building process have
been withdrawn, terminated or canceled; or
(xi) there is any order or petition for the winding-up of any major subsidiary of our Group
(as set out in the section headed “History, Development and Corporate Structure” of this
prospectus) (each a “ Major Subsidiary ”) or any composition or arrangement made by
any Major Subsidiary with its creditors or a scheme of arrangement entered into by any
Major Subsidiary or any resolution for the winding-up of any Major Subsidiary or the
appointment of a provisional liquidator, receiver or manager over all or part of the
material assets or undertaking of any Major Subsidiary or anything analogous thereto
occurring in respect of any Major Subsidiary; or
(xii) any of the Cornerstone Placing(s) or any of the Cornerstone Investor(s) have been
withdrawn, terminated or canceled or if any Cornerstone Investor is unable to fulfil its
obligations under the respective Cornerstone Investment Agreement.
Undertakings given to the Stock Exchange pursuant to the Listing Rules
By our Company
We have undertaken to the Stock Exchange that we shall not issue any further Shares or securities
convertible into our equity securities (whether or not of a class already listed) or enter into any
agreement to issue any such Shares or securities within six months from the Listing Date (whether
or not such issue of Shares will be completed within six months from the Listing Date), except in
certain circumstances prescribed by Rule 10.08 of the Listing Rules.
By our Controlling Shareholders
Pursuant to Rule 10.07 of the Listing Rules, each of our Controlling Shareholders has irrevocably
and unconditionally undertaken to us and to the Stock Exchange that except pursuant to the Global
Offering, or the Over-Allotment Option, it/he/she shall not and shall procure that the relevant
registered Shareholder(s) controlled by it/him/her shall not:
(a) in the period commencing on the date by reference to which disclosure of its shareholdings
in our Company is made in this prospectus and ending on the date which is 6 months from the
Listing Date, dispose of, nor enter into any agreement to dispose of or otherwise create any
options, rights, interests or encumbrances (save as pursuant to a pledge or charge as security
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) in respect of, any of our securities that
it is shown to beneficially own in this prospectus (the “ Relevant Shares ”); or
(b) in the period of a further 6 months commencing on the date on which the period referred to
in paragraph (a) above expires, dispose of, nor enter into any agreement to dispose of or
otherwise create any options, rights, interests or encumbrances in respect of, any of the
Relevant Shares if, immediately following such disposal or upon the exercise or enforcement
of such options, rights, interests or encumbrances (save as pursuant to a pledge or charge as
security 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), it/he/she will cease to be
a controlling shareholder (as defined in the Listing Rules) of our Company or a member of a
group of the Controlling Shareholders of our Company or would together with the other
Controlling Shareholders cease to be controlling shareholders (as defined in the Listing
Rules).
Each of our Controlling Shareholders has further irrevocably and unconditionally undertaken to us
and the Stock Exchange that, within the period commencing on the date by reference to which
disclosure of its/his/her shareholdings in our Company is made in this prospectus and ending on the
date which is 12 months from the Listing Date, it will:
(a) when it/he/she pledges or charges any securities in our Company beneficially owned by
it/him/her in favor of an authorized institution (as defined in the Banking Ordinance (Chapter
155 of the Laws of Hong Kong)) for a bona fide commercial loan pursuant to Note (2) to Rule
10.07(2) of the Listing Rules, immediately inform us in writing of such pledge or charge
together with the number of our securities so pledged or charged; and
UNDERWRITING
– 538 –


--- page 548 ---
(b) when it/he/she receives indications, either verbal or written, from the pledgee or chargee that
any of our pledged or charged securities beneficially owned by it will be disposed of,
immediately inform us in writing of such indications.
We will also inform the Stock Exchange as soon as we have been informed of the matters mentioned
in the paragraphs (a) and (b) above by any of our Controlling Shareholders and subject to the then
requirements of the Listing Rules disclose such matters by way of an announcement which is
published in accordance with Rule 2.07C of the Listing Rules as soon as possible.
Undertakings given to the Hong Kong Underwriters
Undertakings by our Company
Our Company has undertaken to each of the Sole Sponsor, the Sponsor-OC, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Hong Kong Underwriters and the Capital Market Intermediaries that except for the offer and sale
of the Offer Shares pursuant to the Global Offering (including pursuant to the Over-Allotment
Option), during the period commencing on the date of the Hong Kong Underwriting Agreement and
ending on, and including, the date that is 6 months after the Listing Date (the “ First Six-Month
Period ”), we will not, without the prior written consent of the Sole Sponsor, the Sponsor-OC, the
Overall Coordinators and the Joint Global Coordinators (for themselves and on behalf of the Hong
Kong Underwriters and the Capital Market Intermediaries) and unless in compliance with the
requirements of the Listing Rules:
(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot,
issue or sell, 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 a mortgage, charge,
pledge, lien or other security interest or any option, restriction, right of first refusal, right of
pre-emption or other third party claim, right, interest or preference or any other encumbrance
of any kind (“ Encumbrance ”) over, or agree to transfer or dispose of or create an
Encumbrance over, either directly or indirectly, conditionally or unconditionally, any H Shares
or any other securities of our Company, as applicable, or any interest in any of the foregoing
(including, without limitation, any securities convertible into or exchangeable or exercisable
for or that represent the right to receive, or any warrants or other rights to purchase, any H
Shares or any shares or other securities of our Company; or
(b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of H Shares or any other shares or securities of our
Company, as applicable, or any interest in any of the foregoing (including, without limitation,
any securities convertible into or exchangeable or exercisable for or that represent the right
to receive, or any warrants or other rights to purchase, any H Shares or any shares or other
securities of our Company); 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 (a), (b) or (c) above is to be settled by
delivery of H Shares or such other securities of our Company, or in cash or otherwise (whether or
not the issue of H Shares or such other securities will be completed within the First Six-Month
Period).
UNDERWRITING
– 539 –


--- page 549 ---
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 (a), (b) or (c) above or offers to or agrees to or announces any intention
to effect any such transaction, our Company shall ensure that it will not create a disorderly or false
market in the securities of our Company. The warrantors (Mr. Zhou Jian, being the warranting
Director and Shareholder, and other than our Company) undertakes to each of the Sole Sponsor, the
Sponsor-OC, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the
Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries to
procure our Company to comply with the undertakings in the Hong Kong Underwriting Agreement.
By our Controlling Shareholders
Our Controlling Shareholders have undertaken to each of our Company, the Sole Sponsor, the
Sponsor-OC, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the
Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries that,
except as pursuant to the Global Offering (including the issue of H Shares pursuant to the exercise
of the Over-Allotment Option) without the prior written consent of the Sole Sponsor, the
Sponsor-OC, the Overall Coordinators and the Joint Global Coordinators (for themselves and on
behalf of the Hong Kong Underwriters and the Capital Market Intermediaries) and unless in
compliance with the requirements of the Listing Rules (including Rule 10.07(3) of the Listing Rules
and Note (2) to Rule 10.07(2) of the Listing Rules):
(i) it/he/she will not, and will procure that the relevant registered holder(s) will not, at any time
during the First Six-Month Period, (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 any mortgage, charge, pledge, lien or other security interest or any
option, restriction, right of first refusal, right of pre-emption or other third party claim, right,
interest or preference or any other encumbrance of any kind (an “ Encumbrance ”) over, or
agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly,
conditionally or unconditionally, any H Shares or any other securities of our Company or any
interest therein (including, without limitation, any securities convertible into or exchangeable
or exercisable for or that represent the right to receive, or any warrants or other rights to
purchase, any H Shares, or any such other securities or any interest in any of the foregoing,
as applicable) (the “ Relevant H Shares ”) or any interest in any company or entity holding,
directly or indirectly, any of the Relevant H Shares (the “ Holding Entity ”), 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 the Relevant H Shares or the interest in any Holding
Entity, 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 (a), (b) or (c) above is to be settled by delivery of H Shares or such other securities
of our Company, as applicable, or in cash or otherwise (whether or not the issue of H Shares
or such other securities will be completed within the aforesaid period);
(ii) it/he/she will not, and will procure that the relevant registered holder(s) will not, during the
Second Six-Month Period, enter into any of the transactions specified in (i)(a), (b) or (c) above
or offer to or agree to or announce any intention to effect any such transaction if, immediately
following any sale, transfer or disposal or upon the exercise or enforcement of any option,
right, interest or Encumbrance pursuant to such transaction, it/he/she will cease to be a
“controlling shareholder” (as the term is defined in the Listing Rules) of our Company; and
(iii) until the expiry of the Second Six-Month Period, in the event that it/he/she enters into any of
the transactions specified in (i)(a), (b) or (c) above or offers to or agrees to or announce any
intention to effect any such transaction, it/he/she will take all reasonable steps to ensure that
it/he/she will not create a disorderly or false market in the securities of our Company.
UNDERWRITING
– 540 –


--- page 550 ---
Notwithstanding anything to the contrary contained in the above, our Controlling Shareholders shall
not be prevented from conducting any of the actions in relation to any Relevant H Shares as set out
in the above if it/he/she would remain as the sole beneficial owner (whether direct or indirect) of
such Relevant H Shares as a result of any such action.
Each of our Controlling Shareholders has further undertaken to each of our Company, the Sole
Sponsor, the Sponsor-OC, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market
Intermediaries that, within the period commencing on the date of this prospectus and ending on the
date which is 12 months after the Listing Date, he/she/it will immediately inform our Company, the
Sole Sponsor, the Sponsor-OC, the Overall Coordinators and the Joint Global Coordinators of:
(i) any pledges or charges of any H Shares or other securities (including any interests therein) of
our Company beneficially owned by it/him/her, together with the number of H Shares or other
securities (including any interests therein) of our Company so pledged or charged and the
purpose for which such pledge or charge is to be created; and
(ii) any indication received by it/him/her, either verbal or written, from the pledgee or chargee of
any H Shares or other securities (including any interests therein) of our Company pledged or
charged that such H Shares or other securities (including any interests therein) of our
Company so pledged or charged will be disposed of.
Notwithstanding anything to the contrary contained in the above, our Controlling Shareholders shall
not be prevented from the disposal of any of the Shares in respect of which it/he/she is shown in
this prospectus to be a beneficial owner (whether direct or indirect) in the following circumstances:
(i) pursuant to a pledge or charge in favour of any authorised institution (as defined in the Banking
Ordinance (Chapter 155 of the Laws of Hong Kong)), as security for a bona fide commercial loan;
(ii) pursuant to a power of sale under the pledge or charge (granted pursuant to (i) above); or (iii)
in any other exceptional circumstances to which the Stock Exchange has given its prior approval.
Underwriters’ interests in our Group
Save for their respective obligations under the Hong Kong Underwriting Agreement and the
International Placing Agreement, as of the Latest Practicable Date, none of the Underwriters was
interested directly or indirectly in any of our Shares or securities or any shares or securities of any
other member of our Group or had any right or option (whether legally enforceable or not) to
subscribe for, or to nominate persons to subscribe for, any of our Shares or securities or any shares
or securities of any other member of our Group.
Following the completion of the Global Offering, the Underwriters and their affiliated companies
may hold a certain portion of our H Shares as a result of fulfilling their respective obligations under
the Hong Kong Underwriting Agreement and International Placing Agreement.
The Sole Sponsor’s Independence
The Sole Sponsor satisfies the independence criteria applicable to sponsors set out in Rule 3A.07
of the Listing Rules.
The International Placing
International Placing Agreement
In connection with the International Placing, we expect to enter into the International Placing
Agreement on the Price Determination Date with, among others, the International Underwriters.
Under the International Placing Agreement, the International Underwriters would, subject to certain
conditions, severally and not jointly, agree to purchase the International Placing Shares or procure
purchasers for the International Placing Shares initially being offered pursuant to the International
Placing. See “Structure and Conditions of the Global Offering — The International Placing” in this
prospectus.
UNDERWRITING
– 541 –


--- page 551 ---
Under the International Placing Agreement, we intend to grant to the International Underwriters and
the Capital Market Intermediaries the Over-Allotment Option, exercisable in whole or in part at one
or more times, at the sole and absolute discretion of the Overall Coordinators and the Joint Global
Coordinators (for themselves and on behalf of the International Underwriters) from the Listing Date
until 30 days from the last day for the lodging of applications under the Hong Kong Public Offer
to require us to issue and allot up to an aggregate of 1,692,300 additional Offer Shares, representing
15% of the Offer Shares initially available under the Global Offering and at the Offer Price, to
cover, among other things, any over-allocations in the International Placing, if any.
Total Commission and Expenses
The Underwriters and the Capital Market Intermediaries will receive an underwriting commission
equal to 2.5% of the aggregate Offer Price of all the Offer Shares, including Offer Shares to be
issued pursuant to the Over-Allotment Option (the “ Fixed Fees ”). Our Company may, at our sole
and absolute discretion, (i) pay to Guotai Junan Securities an incentive fee not exceeding 0.6% of
the Offer Price of all the Offer Shares (including Offer Shares to be issued pursuant to the
Over-Allotment Option) and (ii) pay to all the Underwriters and the Capital Market Intermediaries
(other than Guotai Junan Securities) an incentive fee not exceeding 0.5% of the Offer Price of all
the Offer Shares (including Offer Shares to be issued pursuant to the Over-Allotment Option)
(collectively, the “ Discretionary Fees ”).
The ratio of Fixed Fees and Discretionary Fees payable to all Underwriters and the Capital Market
Intermediaries is therefore approximately 69.4:30.6. For unsubscribed Hong Kong Offer Shares
reallocated to the International Placing, we will pay an underwriting commission at the rate
applicable to the International Placing and such commission will be paid to the relevant
International Underwriters (and not the Hong Kong Underwriters). No additional fee will be
payable by our Company to the Underwriters and the Capital Market Intermediaries. The Sole
Sponsor will, in addition, receive a fee acting as the sponsor to the Listing and will be reimbursed
for their expenses.
Assuming the Over-Allotment Option, if any, is not exercised and based on an Offer Price of
HK$101.0 (being the mid-point of the stated range of the Offer Price between HK$86.0 and
HK$116.0), the aggregate commissions and estimated expenses, together with the Stock Exchange
listing fee, SFC transaction levy, AFRC transaction levy, Stock Exchange trading fee, legal and
other professional fees, printing and other fees and expenses, payable by our Company relating to
the Global Offering, are estimated to amount in aggregate to HK$110.6 million in total and are
payable by us.
Indemnity
We have undertaken to indemnify and keep indemnified on demand (on an after-tax basis) and hold
harmless each of the Sole Sponsor, the Sponsor-OC, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the
Capital Market Intermediaries (for themselves and on trust for its directors, supervisors, officers,
employees, agents, assignees and affiliates) from and against certain losses which they may suffer,
including liabilities under the U.S. Securities Act, losses arising from their performance of their
obligations under the Underwriting Agreements and any breach by us of the Underwriting
Agreements, as the case may be.
Restrictions on the Offer Shares
No action has been taken to permit a public offering of the Offer Shares, other than in Hong Kong,
or the distribution of this prospectus in any jurisdiction other than Hong Kong. Accordingly, this
prospectus may not be used for the purpose of, and does not constitute, an offer or invitation in any
jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to any
person to whom it is unlawful to make such an offer or invitation.
UNDERWRITING
– 542 –


--- page 552 ---
Over-Allotment and Stabilization
Details of the arrangements relating to the stabilization and Over-Allotment Option, if any, are set
forth in the sections headed “Structure and Conditions of the Global Offering — Stabilization”, and
“Structure and Conditions of the Global Offering — Over-Allotment Option”.
Activities by the Underwriters
The Underwriters and their respective affiliates may each individually undertake a variety of
activities (as further described below) which do not form part of the underwriting or stabilizing
process.
The Underwriters and their respective affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of commercial
and investment banking, brokerage, funds management, trading, hedging, investing and other
activities for their own account and for the account of others. In the ordinary course of their various
business activities, the Underwriters or their respective affiliates may purchase, sell or hold a broad
array of investments and actively trade securities, derivatives, loans, commodities, currencies,
credit default swaps and other financial instruments for their own account and for the accounts of
their customers. Such investment and trading activities may involve or relate to assets, securities
and/or instruments of our Company and/or persons and entities in relation 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 the H Shares, the activities of the Underwriters or their respective affiliates could
include acting as agent for buyers and sellers of the H Shares, entering into transactions with those
buyers and sellers in a principal capacity, including as a lender to initial purchasers of the H Shares
(the financing of which may be secured by the H Shares) in the Global Offering, proprietary trading
in the H Shares, and entering into over the counter or listed derivative transactions or listed or
unlisted securities transactions (including issuing securities such as derivative warrants listed on a
stock exchange) which have as their underlying assets, assets including the H Shares. Such
transactions may be carried out as bilateral agreements or trades with selected counterparties. Those
activities may require hedging activity by those entities involving, directly or indirectly, the buying
and selling of the H Shares, which may have a negative impact on the trading price of the H Shares.
All such activities could occur in Hong Kong and elsewhere in the world and may result in the
Underwriters or their affiliates holding long and/or short positions in the H Shares, in baskets of
securities or indices including the H Shares, in units of funds that may purchase the H Shares, or
in derivatives related to any of the foregoing.
In relation to issues by the Underwriters or their respective affiliates of any listed securities having
the H Shares as their underlying securities, whether on the Stock Exchange or on any other stock
exchange, the rules of the stock exchange may require the issuer of those securities (or one of its
affiliates or agents) to act as a market maker or liquidity provider in the security, and this will also
result in hedging activity in the H Shares in most cases.
All such activities may occur both during and after the end of the stabilizing period as described
in the section headed “Structure and Conditions of the Global Offering” in this prospectus. Such
activities may affect the market price or value of the H Shares, the liquidity or trading volume in
the H Shares and the volatility of the price of the H Shares, and the extent to which this occurs from
day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Underwriters or their respective
affiliates will be subject to certain restrictions, including the following:
(a) the Underwriters or their respective affiliates (other than the Stabilizing Manager or any
person acting for it) must not, in connection with the distribution of the Offer Shares, effect
any transactions (including issuing or entering into any option or other derivative transactions
relating to the Offer Shares), whether in the open market or otherwise, with a view to
stabilizing or maintaining the market price of any of the Offer Shares at levels other than those
which might otherwise prevail in the open market; and
UNDERWRITING
– 543 –


--- page 553 ---
(b) the Underwriters or their respective affiliates must comply with all applicable laws and
regulations, including the market misconduct provisions of the SFO which includes the
provisions prohibiting insider dealing, false trading, price rigging and stock market
manipulation.
The Underwriters or their respective affiliates have provided from time to time, and expect to
provide in the future, investment banking, derivative and other services to us, our affiliates or our
Shareholders including cornerstone investors, for which the Underwriters or their respective
affiliates have received or will receive customary fees and commissions.
UNDERWRITING
– 544 –


--- page 554 ---
THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offer as part of the Global
Offering. The Global Offering comprises:
 the Hong Kong Public Offer of initially 1,128,200 Offer Shares (subject to reallocation as
mentioned below) in Hong Kong as described below in the paragraph headed “The Hong Kong
Public Offer”; and
 the International Placing of initially 10,153,800 Offer Shares (subject to reallocation and the
Over-Allotment Option as described below) outside the United States (including to
professional, institutional and corporate investors and other investors anticipated to have a
sizeable demand for the Offer Shares in Hong Kong) in offshore transactions in reliance on
Regulation S, and in the United States solely to QIBs as defined in Rule 144A pursuant to an
exemption from the registration requirements of the U.S. Securities Act, as described below
in the paragraph headed “The International Placing”.
Investors may either:
 apply for the Hong Kong Offer Shares under the Hong Kong Public Offer; or
 apply for or indicate an interest for the International Placing Shares under the International
Placing,
but may not do both.
The 11,282,000 Offer Shares in the Global Offering will represent approximately 2.7% of our
enlarged share capital immediately after the completion of the Global Offering, without taking into
account the exercise of the Over-Allotment Option. If the Over-Allotment Option is exercised in
full, the Offer Shares will represent approximately 3.09% of our enlarged share capital immediately
following the completion of the Global Offering.
References to applications, application monies or procedure for applications relate solely to the
Hong Kong Public Offer.
THE HONG KONG PUBLIC OFFER
Number of Offer Shares initially offered
We are initially offering for subscription by the public in Hong Kong 1,128,200 Offer Shares,
representing 10% of the total number of Offer Shares initially available under the Global Offering.
Subject to the reallocation of Offer Shares between the International Placing and the Hong Kong
Public Offer, the number of Offer Shares offered under the Hong Kong Public Offer will represent
approximately 0.27% of our enlarged issued share capital immediately after completion of the
Global Offering, assuming the Over-Allotment Option is not exercised.
The Hong Kong Public Offer is open to members of the public in Hong Kong as well as to
institutional and professional investors. Professional investors generally include brokers, dealers,
companies (including fund managers) whose ordinary business involves dealing in shares and other
securities and corporate entities that regularly invest in shares and other securities.
Completion of the Hong Kong Public Offer is subject to the conditions as set forth below in
“Conditions of the Global Offering”.
Allocation
Allocation of Hong Kong Offer Shares to investors under the Hong Kong Public Offer will be based
on the level of valid applications received under the Hong Kong Public Offer. The basis of
allocation may vary depending on the number of Hong Kong Offer Shares validly applied for by
applicants. We may, if necessary, allocate the Hong Kong Offer Shares on the basis 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.
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
– 545 –


--- page 555 ---
For allocation purposes only, the total number of Offer Shares available under the Hong Kong
Public Offer is to be divided equally into two pools (subject to the reallocation of the Offer Shares
between the Hong Kong Public Offer and the International Placing referred to below):
 Pool A: The Hong Kong Offer Shares in pool A will be allocated on an equitable basis to
applicants who have applied for the Hong Kong Offer Shares with an aggregate subscription
price of HK$5 million or less (excluding brokerage, SFC transaction levy, AFRC transaction
levy and Stock Exchange trading fee payable); and
 Pool B: The Hong Kong Offer Shares in pool B will be allocated on an equitable basis to
applicants who have applied for the Hong Kong Offer Shares with an aggregate subscription
price of more than HK$5 million and up to the value of pool B (excluding brokerage, SFC
transaction levy, AFRC transaction levy and Stock Exchange trading fee payable).
Investors should be aware that applications in pool A and applications in pool B may receive
different allocation ratios. If the Hong Kong Offer Shares in one (but not both) of the pools are
under-subscribed, the surplus Hong Kong Offer Shares will be transferred to the other pool to
satisfy demand in the pool and be allocated accordingly. For the purpose of this subsection only, the
“subscription price” for the Hong Kong Offer Shares means the price payable on application
therefor (without regard to the Offer Price as finally determined). Applicants can only receive an
allocation of Hong Kong Offer Shares from either pool A or pool B but not from both pools.
Multiple or suspected multiple applications under the Hong Kong Public Offer and any application
for more than 564,100 Hong Kong Offer Shares will be rejected.
Reallocation
The allocation of the Offer Shares between the Hong Kong Public Offer and the International
Placing is subject to reallocation at the discretion of the Overall Coordinators and the Joint Global
Coordinators, subject to the following:
(a) where the International Placing Shares are fully subscribed or oversubscribed:
(i) if the Hong Kong Offer Shares are undersubscribed, the Overall Coordinators and the
Joint Global Coordinators has the authority to reallocate all or any unsubscribed Hong
Kong Offer Shares to the International Placing, in such proportions as the Overall
Coordinators and the Joint Global Coordinators deems appropriate;
(ii) if the number of Offer Shares validly applied for under the Hong Kong Public Offer
represents less than 15 times the number of the Offer Shares initially available for
subscription under the Hong Kong Public Offer, then up to 1,128,200 Offer Shares may
be reallocated to the Hong Kong Public Offer from the International Placing in
accordance with the Guidance Letter HKEX-GL91-18, so that the total number of the
Offer Shares available under the Hong Kong Public Offer will be increased to 2,256,400
Offer Shares, representing 20% of the total number of the Offer Shares initially available
under the Global Offering;
(iii) if the number of Offer Shares validly applied for under the Hong Kong Public Offer
represents (1) 15 times or more but less than 50 times, (2) 50 times or more but less than
100 times, and (3) 100 times or more of the number of Offer Shares initially available
under the Hong Kong Public Offer, the Offer Shares will be reallocated to the Hong
Kong Public Offer from the International Placing in accordance with the clawback
requirements set forth in paragraph 4.2 of Practice Note 18 of the Listing Rules, so that
the total number of Hong Kong Offer Shares will be increased to 3,384,600 Offer Shares
(in the case of (1)), 4,512,800 Offer Shares (in the case of (2)) and 5,641,000 Offer
Shares (in the case of (3)), representing 30%, 40% and 50% of the Offer Shares initially
available under the Global Offering, respectively;
(b) where the International Placing Shares are undersubscribed:
(i) if the Hong Kong Offer Shares are also undersubscribed, the Global Offering will not
proceed unless the Underwriters would subscribe for 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; and
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
– 546 –


--- page 556 ---
(ii) if the Hong Kong Offer Shares are fully subscribed or oversubscribed (irrespective of the
extent of over-subscription), then up to 1,128,200 Offer Shares may be reallocated to the
Hong Kong Public Offer from the International Placing, so that the total number of the
Offer Shares available under the Hong Kong Public Offer will be increased to 2,256,400
Offer Shares, representing 20% of the total number of the Offer Shares initially available
under the Global Offering.
In the event of reallocation of Offer Shares from the International Placing to the Hong Kong Public
Offer in the circumstances described in paragraph (a)(ii) or (b)(ii) above, the final Offer Price shall
be fixed at the bottom end of the Offer Price range (i.e. HK$86.0 per Offer Share) according to
HKEX Guidance Letter HKEX-GL91-18 issued by the Stock Exchange.
In all cases of reallocation of Offer Shares from the International Placing to the Hong Kong Public
Offer, the additional Offer Shares reallocated to the Hong Kong Public Offer will be allocated
between pool A and pool B in equal proportion and the number of Offer Shares allocated to the
International Placing will be correspondingly reduced.
Applications
Each applicant under the Hong Kong Public Offer will be required to give an undertaking and
confirmation in the application submitted by him that he and any person(s) for whose benefit he is
making the application has not applied for or taken up, or indicated an interest for, and will not
apply for or take up, or indicate an interest for, any International Placing Shares under the
International Placing, and such applicant’s application is liable to be rejected if the said undertaking
and/or confirmation is breached and/or untrue (as the case may be) or it has been or will be placed
or allocated International Placing Shares under the International Placing.
Applicants under the Hong Kong Public Offer may be required to pay, on application (subject to
application channels), maximum price of HK$116.0 per Offer Share in addition to brokerage of
1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange
trading fee of 0.00565% on each Offer Share, amounting to a total of HK$5,858.50 for one board
lot of 50 H Shares. If the Offer Price, as finally determined on the Price Determination Date in the
manner as described below in the paragraph headed “Pricing and Allocation”, is less than the
maximum price of HK$116.0 per Offer Share, appropriate refund payments (including brokerage,
SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee attributable to the
surplus application monies) will be made to successful applicants, without interest. For further
details, see “How to Apply for the Hong Kong Offer Shares” in this prospectus.
THE INTERNATIONAL PLACING
Number of Offer Shares Initially Offered
We will be initially offering for subscription under the International Placing 10,153,800 Offer
Shares, representing 90% of the Offer Shares under the Global Offering. Subject to the reallocation
of Offer Shares between the International Placing and the Hong Kong Public Offer, the number of
Offer Shares offered under the International Placing will represent approximately 2.43% of our
enlarged issued share capital immediately after completion of the Global Offering, assuming the
Over-Allotment Option is not exercised.
Allocation
The International Placing Shares will conditionally be offered in the United States to QIBs as
defined in Rule 144A as well as to selected professional, institutional and corporate investors and
other investors anticipated to have a sizeable demand for our Offer Shares in Hong Kong and other
jurisdictions outside the United States in offshore transactions in reliance on Regulation S.
Professional investors generally include brokers, dealers, companies (including fund managers)
whose ordinary business involves dealing in shares and other securities and corporate entities which
regularly invest in shares and other securities. Prospective professional, institutional and other
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
– 547 –


--- page 557 ---
investors will be required to specify the number of the International Placing Shares under the
International Placing 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 the Price
Determination Date.
Allocation of the International Placing Shares pursuant to the International Placing will be
determined by the Overall Coordinators and the Joint Global Coordinators 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 its H Shares, after the Listing. Such
allocation is intended to result in a distribution of the International Placing Shares on a basis which
would lead to the establishment of a solid professional and institutional shareholder base to the
benefit of our Company and our Shareholders as a whole.
The Overall Coordinators and the Joint Global Coordinators (for themselves and on behalf of the
Underwriters) may require any investor who has been offered Offer Shares under the International
Placing and who has made an application under the Hong Kong Public Offer to provide sufficient
information to the Overall Coordinators and the Joint Global Coordinators so as to allow them to
identify the relevant applications under the Hong Kong Public Offer and to ensure that they are
excluded from any applications of Hong Kong Offer Shares under the Hong Kong Public Offer.
Reallocation
The total number of Offer Shares to be issued pursuant to the International Placing may change as
a result of the clawback arrangement as described above in the paragraph headed “The Hong Kong
Public Offer — Reallocation” or the Over-Allotment Option in whole or in part and/or any
reallocation of unsubscribed Offer Shares originally included in the Hong Kong Public Offer.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, it is expected that we will grant the Over-Allotment Option
to the International Underwriters.
Pursuant to the Over-Allotment Option, the International Underwriters will have the right,
exercisable by the Overall Coordinators and the Joint Global Coordinators (for themselves and on
behalf of the International Underwriters) at any time from the Listing Date until 30 days after the
last day for lodging applications under the Hong Kong Public Offer, to require the Company to issue
up to 1,692,300 H Shares, representing 15% of the Offer Shares initially available under the Global
Offering, at the Offer Price under the International Placing to, among other things (such as effecting
the permitted stabilizing actions as set out in the section headed “Stabilization” below), cover
over-allocations in the International Placing, if any.
If the Over-Allotment Option is exercised in full, the additional H Shares to be issued pursuant
thereto will represent approximately 0.40% of our enlarged issued share capital immediately
following the completion of the Global Offering. In the event that the Over-Allotment Option is
exercised, an announcement will be made.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the distribution of
securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary
market, during a specified period of time, to retard and, if possible, prevent a decline in the initial
public market price of the securities below the offer price. Such transactions may be effected in all
jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws
and regulatory requirements, including those of Hong Kong. In Hong Kong, the price at which
stabilization is effected is not permitted to exceed the offer price.
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
– 548 –


--- page 558 ---
In connection with the Global Offering, the Stabilizing Manager (or its affiliates or any person
acting for it), on behalf of the Underwriters, may over-allocate or effect transactions with a view
to stabilizing or supporting the market price of our H Shares at a level higher than that which might
otherwise prevail in the open market for a limited period after the Listing Date. However, there is
no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct any
such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute
discretion of the Stabilizing Manager (or its affiliates or any person acting for it) and in what the
Stabilization Manager reasonably regards as the best interest of our Company, (b) may be
discontinued at any time, and (c) is required to be brought to an end within 30 days of the last day
for lodging applications under the Hong Kong Public Offer.
Stabilization action permitted in Hong Kong under the Securities and Futures (Price Stabilizing)
Rules of the SFO includes (i) over-allocating for the purpose of preventing or minimizing any
reduction in the market price of our H Shares, (ii) selling or agreeing to sell our H Shares so as to
establish a short position in them for the purpose of preventing or minimizing any reduction in the
market price of our H Shares, (iii) purchasing, or agreeing to purchase, our H Shares pursuant to
the Over-Allotment Option in order to close out any position established under (i) or (ii) above, (iv)
purchasing, or agreeing to purchase, any of our H Shares for the sole purpose of preventing or
minimizing any reduction in the market price of our H Shares, (v) selling or agreeing to sell any
H Shares in order to liquidate any position established as a result of those purchases, and (vi)
offering or attempting to do anything as described in (ii), (iii), (iv) or (v) above.
Specifically, prospective applicants for and investors in H Shares should note that:
 the Stabilizing Manager (or its affiliates or any person acting for it) may, in connection with
the stabilizing action, maintain a long position in the H Shares;
 there is no certainty as to the extent to which and the time or period for which the Stabilizing
Manager (or its affiliates or any person acting for it) will maintain such a long position;
 liquidation of any such long position by the Stabilizing Manager (or its affiliates or any person
acting for it) and selling in the open market may have an adverse impact on the market price
of the H Shares;
 no stabilizing action can be taken to support the price of the H Shares for longer than the
stabilizing period, which will begin on the Listing Date and is expected to expire on Sunday,
January 21, 2024, being the 30th day after the last day for lodging applications under the Hong
Kong Public Offer. After this date, when no further action may be taken to support the price
of the H Shares, demand for the H Shares, and therefore the price of the H Shares, could fall;
 the price of the H Shares cannot be assured to stay at or above the Offer Price by the taking
of any stabilizing action; and
 stabilizing bids or transactions effected in the course of the stabilizing action may be made at
any price at or below the Offer Price, which means that stabilizing bids or transactions
effected may be made at a price below the price paid by applicants for, or investors in, the
Offer Shares.
In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up to an
aggregate of 1,692,300 H Shares, representing up to 15% of the initial Offer Shares, through
delayed delivery arrangements with investors who have been allocated Offer Shares in the
International Placing. The delayed delivery arrangements (if specifically agreed by an investor)
relate only to the delay in the delivery of the Offer Shares to such investor and the consideration
for the Offer Shares allocated to such investor will be settled before the Listing Date. Both the size
of such cover and the extent to which the Over-Allotment Option can be exercised will depend on
whether arrangements can be made with investors such that a sufficient number of H Shares can be
delivered on a delayed basis. If no investor in the International Placing agrees to the delayed
delivery arrangements, no stabilizing actions will be undertaken by the Stabilizing Manager and the
Over-Allotment Option will not be exercised.
Our Company will ensure or procure that an announcement in compliance with the Securities and
Futures (Price Stabilizing) Rules of the SFO will be made within seven days of the expiration of
the stabilization period.
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
– 549 –


--- page 559 ---
OVER-ALLOCATION
Following any over-allocation of H Shares in connection with the Global Offering, the Stabilizing
Manager (or any person acting for it) may cover such over-allocations by (among other methods)
exercising the Over-Allotment Option in full or in part, using H Shares purchased by the Stabilizing
Manager (or any person acting for it) in the secondary market at prices that do not exceed the Offer
Price.
PRICING AND ALLOCATION
Our Company, the Overall Coordinators and the Joint Global Coordinators (for themselves and on
behalf of the Underwriters) will determine the Offer Price and sign an agreement on the Price
Determination Date, when market demand for the Offer Shares will be determined. The Price
Determination Date is expected to be on or around Wednesday, December 27, 2023.
The Offer Price will not be more than HK$116.0 per Offer Share and is expected to be not less than
HK$86.0 per Offer Share, unless otherwise announced, as further explained below. If you apply for
the Offer Shares under the Hong Kong Public Offer, you may pay the maximum price of HK$116.0
per Offer Share (subject to application channels), plus brokerage of 1.0%, SFC transaction levy of
0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%,
amounting to a total of HK$5,858.50 for one board lot of 50 H Shares.
If the Offer Price, as finally determined in the manner described below, is lower than HK$116.0,
we will refund the respective difference, including brokerage, SFC transaction levy, AFRC
transaction levy and Stock Exchange trading fee attributable to the surplus application monies. We
will not pay interest on any refunded amounts. For more details, see “How to Apply for the Hong
Kong Offer Shares” in this prospectus.
The International Underwriters will be soliciting from prospective investors indications of interest
in acquiring Offer Shares in the International Placing. Prospective professional and institutional
investors will be required to specify the number of Offer Shares under the International Placing 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 around, the last day for lodging
applications under the Hong Kong Public Offer.
The Overall Coordinators and the Joint Global Coordinators (for themselves and on behalf of the
Underwriters) may, where considered appropriate, based on the level of interest expressed by
prospective professional, institutional and other investors during the book-building process, and
with the consent of our Company, reduce the number of Offer Shares and/or the Offer Price range
below that stated in this prospectus at any time prior to the morning of the last day for lodging
applications under the Hong Kong Public Offer and publish an announcement or supplemental
prospectus on the website of the Stock Exchange at www.hkexnews.hk our website at
www.ubtrobot.com (the contents of the websites do not form a part of this prospectus). Upon issue
of such an announcement, the revised number of Offer Shares and/or offer price range will be final
and conclusive and the Offer Price, if agreed upon by us, will be fixed within such revised offer
price range.
Before submitting applications for the Hong Kong Offer Shares, applicants should have regard to
the possibility that any announcement of a reduction in the number of Offer Shares and/or the Offer
Price range may not be made until the day which is the last day for lodging applications under the
Hong Kong Public Offer. Such notice will also confirm or revise, as appropriate, the working capital
statement, the use of proceeds, the Global Offering statistics as currently set out in “Summary and
Highlights” in this prospectus, and any other financial information which may change as a result of
such reduction. In the absence of any such notice so published, the number of Offer Shares will not
be reduced and the Offer Price, if agreed upon with the Company, the Overall Coordinators and the
Joint Global Coordinators (for themselves and on behalf of the Underwriters) will under no
circumstances be set outside the Offer Price range as stated in this prospectus.
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
– 550 –


--- page 560 ---
If you have already submitted an application for the Hong Kong Offer Shares before the last day
for lodging applications under the Hong Kong Public Offer, you will not be allowed to subsequently
withdraw your application. However, if the number of Offer Shares and/or the Offer Price range is
reduced, applicants will be notified that they are required to confirm their applications. If applicants
have been so notified but have not confirmed their applications in accordance with the procedure
to be notified, all unconfirmed applications will be deemed revoked.
In the event of a reduction in the number of Offer Shares, the Overall Coordinators and the Joint
Global Coordinators may, at its discretion, reallocate the number of Offer Shares to be offered in
the Hong Kong Public Offer and the International Placing, provided that the number of Offer Shares
comprised in the Hong Kong Public Offer shall not be less than 10% of the total number of Offer
Shares available under the Global Offering (assuming the Over-Allotment Option is not exercised).
The final Offer Price, the level of indication of interest in the International Placing, the basis of
allotment of Offer Shares available under the Hong Kong Public Offer and the Hong Kong
identification document numbers of successful applicants under the Hong Kong Public Offer are
expected to be made available in a variety of channels in the manner described in “How to Apply
for the Hong Kong Offer Shares — B. Publication of Results” in this prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares is conditional on:
 the Listing Committee granting approval for the listing of, and permission to deal in our H
Shares in issue and to be issued as described in this prospectus (including the Offer Shares
which may be issued pursuant to the exercise of the Over-Allotment Option);
 the Offer Price having been agreed between us, the Overall Coordinators and the Joint Global
Coordinators (for themselves and on behalf the Underwriters);
 the execution and delivery of the International Placing Agreement on or about the Price
Determination Date; and
 the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting
Agreement and the obligations of the International Underwriters under the International
Placing Agreement becoming unconditional and not having been terminated in accordance
with the terms of the respective agreements,
in each case on or before the dates and times specified in the Hong Kong Underwriting Agreement
and/or the International Placing Agreement, as the case may be (unless and to the extent such
conditions are validly waived on or before such dates and times) and in any event not later than
Thursday, January 18, 2024, being the 30th day after the date of this prospectus.
If, for any reason, the Offer Price is not agreed between the Overall Coordinators and the Joint
Global Coordinators (for themselves and on behalf of the Underwriters) and us on or before
Wednesday, December 27, 2023, the Global Offering will not proceed and will lapse.
The consummation of each of the Hong Kong Public Offer and the International Placing is
conditional upon, among other things, each other offering becoming unconditional and not having
been terminated in accordance with its respective terms. 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. Notice of the lapse of the Hong Kong Public Offer will be published
by the Company on the website of the Stock Exchange at www.hkexnews.hk and our website at
www.ubtrobot.com on the next day following such lapse. In such an event, all application monies
will be returned, without interest, on the terms set out in “How to Apply for the Hong Kong Offer
Shares — D. Despatch/Collection of H Share Certificates and Refund of Application Monies” in
this prospectus. In the meantime, all application monies will be held in separate bank account(s)
with the receiving bank or other bank(s) in Hong Kong licensed under the Banking Ordinance
(Chapter 155 of the Laws of Hong Kong).
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
– 551 –


--- page 561 ---
UNDERWRITING AGREEMENTS
The Hong Kong Public Offer is fully underwritten by the Hong Kong Underwriters under the terms
of the Hong Kong Underwriting Agreement and is subject to, among other conditions, the Overall
Coordinators and the Joint Global Coordinators (for themselves and on behalf of the Underwriters)
and us agreeing on the Offer Price on the Price Determination Date.
We expect to enter into the International Placing Agreement relating to the International Placing on
the Price Determination Date.
Certain terms of the underwriting arrangements, the Hong Kong Underwriting Agreement and the
International Placing Agreement, are summarized in the section headed “Underwriting” in this
prospectus.
DEALING ARRANGEMENTS
Assuming that the Hong Kong Public Offer becomes unconditional at or before 8:00 a.m. in Hong
Kong on Friday, December 29, 2023, it is expected that dealings in our H Shares on the Stock
Exchange will commence at 9:00 a.m. on Friday, December 29, 2023.
The H Shares will be traded in board lots of 50 H Shares each.
STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING
– 552 –


--- page 562 ---
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 Offer and
below are the procedures for application.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk
under the “HKEXnews > New Listings > New Listing Information” section, and our website
at www.ubtrobot.com.
The contents of this prospectus are identical to the prospectus as registered with the Registrar
of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are
applying for:
 are 18 years of age or older; and
 have a Hong Kong address (for the HK eIPO White Form service only) .
Unless permitted by the Listing Rules, you cannot apply for any Hong Kong Offer Shares if
you or the person(s) for whose benefit you are applying for:
 are an existing Shareholder or close associates; or
 are a Director or any of his/her close associates.
2. Application Channels
The Hong Kong Public Offer period will begin at 9:00 a.m. on Tuesday, December 19, 2023
and end at 12:00 noon on Friday, December 22, 2023 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application Channel Platform Target Investors Application Time
HK eIPO White
Form service /H1100/H1100/H1100/H1100
IPO App (which can be
downloaded by searching “ IPO
App” in App Store or Google
Play or downloaded at
www.hkeipo.hk/IPOApp or
www.tricorglobal.com/IPOApp )
or 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
Tuesday, December
19, 2023 to 11:30
a.m. on Friday,
December 22, 2023,
Hong Kong time.
The latest time for
completing full
payment of
application monies
will be 12:00 noon
on Friday, December
22, 2023, Hong
Kong time.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 553 –


--- page 563 ---
Application Channel Platform Target Investors Application Time
HKSCC EIPO
channel /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Y our broker or custodian who
is a HKSCC Participant will
submit an EIPO application on
your behalf through HKSCC’s
FINI system in accordance with
your instruction
Investors who would
not like to receive a
physical H Share
certificate. Hong
Kong Offer Shares
successfully applied
for will be allotted
and issued in the
name of HKSCC
Nominees, deposited
directly into CCASS
and credited to your
designated HKSCC
Participant’s stock
account.
Contact your broker
or custodian for the
earliest and latest
time for giving such
instructions, as this
may vary by broker
or custodian.
The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait until
the last day of the application period to apply for Hong Kong Offer Shares.
For those applying through the HK eIPO White Form service, once you complete payment
in respect of any application instructions given by you or for your benefit through the HK
eIPO White Form service to make an application for Hong Kong Offer Shares, an actual
application shall be deemed to have been made. If you are a person for whose benefit the
electronic application instructions are given, you shall be deemed to have declared that only
one set of electronic application instructions has been given for your benefit. If you are an
agent for another person, you shall be deemed to have declared that you have only given one
set of electronic application instructions for the benefit of the person for whom you are an
agent and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the HK eIPO White Form
service more than once and obtaining different payment reference numbers without effecting
full payment in respect of a particular reference number will not constitute an actual
application.
If you apply through the HK eIPO White Form service, you are deemed to have authorized
the HK eIPO White Form Service Provider to apply on the terms and conditions in this
prospectus, as supplemented and amended by the terms and conditions of the HK eIPO White
Form service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO Channel, you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC
Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong
Offer Shares on your behalf and to do on your behalf all the things stated in this prospectus
and any supplement to it.
For those applying through HKSCC EIPO channel, an actual application will be deemed to
have been made for any application instructions given by you or for your benefit to HKSCC
(in which case an application will be made by HKSCC Nominees on your behalf) provided
such application instruction has not been withdrawn or otherwise invalidated before the
closing time of the Hong Kong Public Offer.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 554 –


--- page 564 ---
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC
Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC
or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach
of the terms and conditions of this prospectus.
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual Applicants For Corporate Applicants
 Full name(s) 2 as shown on your identity
document
 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 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
 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. Y ou are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In particular,
where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The number
of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual members’
names.
2. The applicant’s full name as shown on their identity document must be used. 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, the HKID
number must be used when making an application to subscribe for shares in a public offer. Similarly for
corporate applicants, a LEI number must be used if an entity has a LEI certificate.
3. If the applicant is a trustee, the client identification data (“CID”) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the
asset management company or the individual fund, as appropriate, which has opened a trading account with
the broker will be required, as above.
4. The maximum number of joint account holders on FINI is capped at 4
(Note) in accordance with market practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii), the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint
beneficial owner. If you do not include this information, the application will be treated as being made for your
benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated as
being for your benefit and you should provide the required information in your application as stated above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other
stock exchange.
“Statutory control” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which carries
no right to participate beyond a specified amount in a distribution of either profits or capital).
Note: Subject to change, if the Company’s Articles of Association and applicable company law prescribe a lower cap.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 555 –


--- page 565 ---
For those applying through HKSCC EIPO channel, and making an application under a power
of attorney, we and the Overall Coordinators, as our agent, have discretion to consider whether
to accept it on any conditions we think fit, including evidence of the attorney’s authority.
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100:5 0
Permitted number of Hong
Kong Offer Shares for
application and amount
payable on
application/successful
allotment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
: Hong Kong Offer Shares are available for
application in specified board lot sizes only. Please
refer to the amount payable associated with each
specified board lot size in the table below.
The maximum Offer Price is HK$116.0 per
H Share.
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.
By instructing your broker or custodian to apply for
the Hong Kong Offer Shares on your behalf through
the HKSCC EIPO Channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of
the final Offer Price, brokerage, SFC transaction
levy, the Stock Exchange trading fee and the AFRC
transaction levy by debiting the relevant nominee
bank account at the Designated Bank for your broker
or custodian.
If you are applying through the HK eIPO White
Form service, you may refer to the table below for
the amount payable for the number of H Shares you
have selected. Y ou must pay the respective maximum
amount payable on application in full upon
application for Hong Kong Offer Shares.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 556 –


--- page 566 ---
No. of Hong
Kong Offer
Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
N o .o fH o n g
Kong Offer
Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
No. of Hong
Kong Offer
Shares
applied for
Maximum
Amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
50 5,858.50 800 93,735.89 7,000 820,189.02 100,000 11,716,986.00
100 11,716.99 900 105,452.88 8,000 937,358.88 200,000 23,433,972.00
150 17,575.48 1,000 117,169.85 9,000 1,054,528.75 300,000 35,150,958.00
200 23,433.97 1,500 175,754.79 10,000 1,171,698.60 400,000 46,867,944.00
250 29,292.46 2,000 234,339.72 20,000 2,343,397.20 500,000 58,584,930.00
300 35,150.96 2,500 292,924.66 30,000 3,515,095.80 564,100
(1) 66,095,518.02
350 41,009.45 3,000 351,509.58 40,000 4,686,794.40
400 46,867.94 3,500 410,094.51 50,000 5,858,493.00
450 52,726.44 4,000 468,679.45 60,000 7,030,191.60
500 58,584.94 4,500 527,264.36 70,000 8,201,890.20
600 70,301.91 5,000 585,849.30 80,000 9,373,588.80
700 82,018.90 6,000 703,019.15 90,000 10,545,287.40
(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 Provider) while the SFC transaction levy, the
Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and
the AFRC, respectively.
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own benefit,
except where you are a nominee and provide the information of the underlying investor in
your application as required under the paragraph headed “— A. 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, identification document numbers and reference
numbers according to the Best Practice Note on Treatment of Multiple/Suspected Multiple
Applications (“ Best Practice Note ”) issued by the Federation of Share Registrars Limited.
Since applications are subject to personal information collection statements, identification
document numbers displayed are redacted.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the HK eIPO White Form service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following
things on your behalf):
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 557 –


--- page 567 ---
(i) undertake to execute all relevant documents and instruct and authorise us and/or the
Overall Coordinators, as our agents, to execute any documents for you and to do on your
behalf all things necessary to register any Hong Kong Offer Shares allocated to you in
your name or in the name of HKSCC Nominees as required by the Articles of
Association, and (if you are applying through the HKSCC EIPO channel) to deposit the
allotted Hong Kong Offer Shares directly into CCASS for the credit of your designated
HKSCC Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application
procedures set out in this prospectus, the IPO App 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 Relevant Persons
Note , 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 “— G.
Personal Data — 4. Transfer of personal data” in this section;
(viii) agree (without prejudice to any other rights which you may have once your application
(or as the case may be, HKSCC Nominees’ application) has been accepted) that you will
not rescind it because of an innocent misrepresentation;
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, any application made by you or HKSCC Nominees on your
behalf cannot be revoked once it is accepted, which will be evidenced by the notification
of the result of the ballot by the H Share Registrar by way of publication of the results
at the time and in the manner as specified in the paragraph headed “— B. Publication
of Results” in this section;
(x) confirm that you are aware of the situations specified in the paragraph headed
“— C. Circumstances In Which You Will Not Be Allocated Hong Kong Offer Shares ”i n
this section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and
the resulting contract will be governed by and construed in accordance with the laws of
Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place
outside Hong Kong that apply to your application and that neither we nor the Relevant
Persons will breach any law inside and/or outside Hong Kong as a result of the
acceptance of your offer to purchase, or any action arising from your rights and
obligations under the terms and conditions contained in this prospectus;
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 558 –


--- page 568 ---
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by the Company, any of the directors, chief executives,
substantial Shareholder(s) or existing shareholder(s) of the Company or any of its
subsidiaries or any of their respective close associates; and (b) you are not accustomed
or will not be accustomed to taking instructions from the Company, any of the directors,
chief executives, substantial shareholder(s) or existing shareholder(s) of the Company or
any of its subsidiaries or any of their respective close associates in relation to the
acquisition, disposal, voting or other disposition of the H Shares registered in your name
or otherwise held by you;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Overall Coordinators will rely on your
declarations and representations in deciding whether or not to allocate any Hong Kong
Offer Shares to you and that you may be prosecuted for making a false declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to
you under the application;
(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(xviii) (if the application is made for your own benefit) warrant that no other application has
been or will be made for your benefit by giving electronic application instructions to
HKSCC directly or indirectly or through the application channel of the HK eIPO White
Form Service Provider or by any one as your agent or by any other person; and
(xix) (if you are making the application as an agent for the benefit of another person) warrant
that (1) no other application has been or will be made by you as agent for or for the
benefit of that person or by that person or by any other person as agent for that person
by giving electronic application instructions to HKSCC and the HK eIPO White Form
Service Provider and (2) you have due authority to give electronic application
instructions on behalf of that other person as its agent.
Note: The Relevant Persons would include the Sole Sponsor, the Joint Global Coordinators, the Joint Bookrunners,
the Joint Lead Managers, the Underwriters, any of their or the Company’s respective directors, supervisors,
officers, employees, partners, agents, advisers and any other parties involved in the Global Offering.
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through the HK eIPO White Form service or HKSCC EIPO channel:
Website /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100From the “IPO Results” function in
the IPO App or 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 Thursday, December 28,
2023 to 12:00 midnight on
Wednesday, January 3,
2024 (Hong Kong time)
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 559 –


--- page 569 ---
Platform Date/Time
The Stock Exchange’s website at
www.hkexnews.hk and our website
at www.ubtrobot.com which will
provide links to the above
mentioned websites of the H Share
Registrar.
No later than 11:00 p.m.
on Thursday, December 28,
2023 (Hong Kong time).
Telephone /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100+852 3691 8488 — the allocation
results telephone enquiry line
provided by the H Share Registrar
between 9:00 a.m. and
6:00 p.m., from Friday,
December 29, 2023 to
Thursday, January 4, 2024
(Hong Kong time) on a
business day
For those applying through HKSCC EIPO channel, you may also check with your broker
or custodian from 6:00 p.m. on Wednesday, December 27, 2023 (Hong Kong time)
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Wednesday, December 27, 2023 (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 results of the final Offer Price, the level of indications of interest
in the Global Offer, the level of applications in the Hong Kong Public Offer and the basis of
allocations of Hong Kong Offer Shares on the Stock Exchange’s website at
www.hkexnews.hk and our website at www.ubtrobot.com by no later than 11:00 p.m. on
Thursday, December 28, 2023 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Overall Coordinators, the H Share Registrar and their respective agents and
nominees have full discretion to reject or accept any application, or to accept only part
of any application, without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not
grant permission to list the H Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that
longer period within three weeks of the closing date of the application lists.
4. If:
 you make multiple applications or suspected multiple applications. Y ou may refer
to the paragraph headed “— A. Application for Hong Kong Offer Shares — 5.
Multiple Applications Prohibited ” in this section on what constitutes multiple
applications;
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 560 –


--- page 570 ---
 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 Coordinators believe that by accepting your application, it or we
would violate applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted H Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC
Participants will be required to hold sufficient application funds on deposit with their
Designated Bank before balloting. After balloting of Hong Kong Offer Shares, the
Receiving Bank will collect the portion of these funds required to settle each HKSCC
Participant’s actual Hong Kong Offer Share allotment from their Designated Bank.
There is a risk of money settlement failure. In the extreme event of money settlement
failure by a HKSCC Participant (or its Designated Bank), who is acting on your behalf
in settling payment for your allotted 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 Offer. Hong Kong Offer
Shares applied for by you through the broker or custodian may be affected to the extent
of the settlement failure. In the extreme case, you will not be allocated any Hong Kong
Offer Shares due to the money settlement failure by such HKSCC Participant. None of
us, the Relevant Persons, the H Share Registrar and HKSCC is or will be liable if Hong
Kong Offer Shares are not allocated to you due to the money settlement failure.
D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under
the Hong Kong Public Offer (except pursuant to applications made through the HKSCC EIPO
channel where the H Share certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of the H Shares. No receipt will be
issued for sums paid on application.
H Share certificates will only become valid at 8:00 a.m. on Friday, December 29, 2023 (Hong
Kong time), provided that the Global Offering has become unconditional and the right of
termination described in the section headed “Underwriting” has not been exercised. Investors
who trade H Shares prior to the receipt of H Share certificates or the H Share certificates
becoming valid do so entirely at their own risk.
The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 561 –


--- page 571 ---
The following sets out the relevant procedures and time:
HK eIPO White Form service HKSCC EIPO channel
Despatch/collection of H Share certificate Note
For application of 500,000
Hong Kong Offer Shares
or more /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Collection in person at the
H Share Registrar, Tricor
Investor Services Limited,
at 17/F, Far East Finance
Centre, 16 Harcourt Road,
Hong Kong
H Share certificate(s) will
be issued in the name of
HKSCC Nominees,
deposited into CCASS and
credited to your designated
HKSCC Participant’s stock
account
Time: 9:00 a.m. to 1:00
p.m. on Friday, December
29, 2023 (Hong Kong time)
No action by you is
required
If you are an individual,
you must not authorise any
other person to collect for
you. If you are a corporate
applicant, your authorised
representative must bear a
letter of authorization from
your corporation stamped
with your corporation’s
chop.
Both individuals and
authorised representatives
must produce, at the time of
collection, evidence of
identity acceptable to the H
Share Registrar.
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 500,000 Hong Kong
Offer Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Y our H Share certificate(s)
will be sent to the address
specified in your application
instructions by ordinary post
at your own risk
Date: Thursday,
December 28, 2023
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 562 –


--- page 572 ---
HK eIPO White Form service HKSCC EIPO channel
Refund mechanism for surplus application monies paid by you
Date /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Friday, December 29, 2023 Subject to the arrangement
between you and your
broker or custodian
Responsible party /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100H Share Registrar Y our broker or custodian
Application monies paid
through single bank
account /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
HK eIPO White Form
e-Auto Refund payment
instructions to your
designated bank account
Y our broker or custodian
will arrange refund to your
designated bank account
subject to the arrangement
between you and it
Application monies paid
through multiple bank
accounts /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Refund cheque(s) will be
despatched to the address as
specified in your application
instructions by ordinary post
at your own risk
Note: Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or
an “extreme conditions” announcement issued after a super typhoon in force in Hong Kong in the morning on
Thursday, December 28, 2023 rendering it impossible for the relevant H Share certificates to be dispatched to
HKSCC in a timely manner, the Company shall procure the H Share Registrar to arrange for delivery of the
supporting documents and H Share certificates in accordance with the contingency arrangements as agreed
between them. Y ou may refer to “— E. Severe Weather Arrangements ” in this section.
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Friday, December 22, 2023 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 Friday, December
22, 2023.
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.ubtrobot.com of the revised timetable.
If a Severe Weather Signal is hoisted on Thursday, December 28, 2023, the H Share Registrar
will make appropriate arrangements for the delivery of the H Share certificates to the CCASS
Depository’s service counter so that they would be available for trading on Friday, December
29, 2023.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 563 –


--- page 573 ---
If a Severe Weather Signal is hoisted on Thursday, December 28, 2023, the despatch of
physical H Share certificates of less than 500,000 Offer Shares issued under your own name
will be made by ordinary post when the post office re-opens after the Severe Weather Signal
is lowered or cancelled (e.g. in the afternoon of Thursday, December 28, 2023 or on Friday,
December 29, 2023).
If a Severe Weather Signal is hoisted on Friday, December 29, 2023, physical H Share
certificates of 500,000 Offer Shares or more issued under your own name are available for
collection in person at the H Share Registrar’s office after the Severe Weather Signal is
lowered or cancelled (e.g. in the afternoon of Friday, December 29, 2023 or on Tuesday,
January 2, 2024).
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share
certificates.
F. ADMISSION OF THE H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the H
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement
in CCASS with effect from the date of commencement of dealings in the H Shares or any other
date HKSCC chooses. Settlement of transactions between Exchange Participants is required
to take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
Y ou should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the H Share Registrar, the receiving banks and the
Relevant Persons about you in the same way as it applies to personal data about applicants
other than HKSCC Nominees. This personal data may include client identifier(s) and your
identification information. By giving application instructions to HKSCC, you acknowledge
that you have read, understood and agree to all of the terms of the Personal Information
Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of,
Hong Kong Offer Shares, of the policies and practices of the Company and the H Share
Registrar in relation to personal data and the Personal Data (Privacy) Ordinance
(Chapter 486 of the Laws of Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure
that personal data supplied to the Company or its agents and the H Share Registrar is
accurate and up-to-date when applying for Hong Kong Offer Shares or transferring Hong
Kong Offer Shares into or out of their names or in procuring the services of the H Share
Registrar.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 564 –


--- page 574 ---
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability
of the Company or the H Share Registrar to effect transfers or otherwise render their
services. It may also prevent or delay registration or transfers of Hong Kong Offer
Shares which you have successfully applied for and/or the despatch of H Share
certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform the
Company and the H Share Registrar immediately of any inaccuracies in the personal data
supplied.
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for
the following purposes:
 processing your application and refund cheque and HK eIPO White Form e-Auto
Refund payment instruction(s), where applicable, verification of compliance with
the terms and application procedures set out in this prospectus and announcing
results of allocation of Hong Kong Offer Shares;
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
 registering new issues or transfers into or out of the names of the holders of the 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 the H Shares and identifying
any duplicate applications for the H Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the H Shares, such as dividends,
rights issues, bonus issues, etc.;
 distributing communications from the Company and its subsidiaries;
 compiling statistical information and profiles of the holder of the H Shares;
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable
the Company and the H Share Registrar to discharge their obligations to applicants
and holders of the H Shares and/or regulators and/or any other purposes to which
applicants and holders of the H Shares may from time to time agree.
4. Transfer of personal data
Personal data held by the Company and the H Share Registrar relating to the applicants
for and holders of Hong Kong Offer Shares will be kept confidential but the Company
and the H Share Registrar may, to the extent necessary for achieving any of the above
purposes, disclose, obtain or transfer (whether within or outside Hong Kong) the
personal data to, from or with any of the following:
 the Company’s appointed agents such as financial advisers, receiving banks and
overseas principal share registrar;
 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the H Share Registrar, in each case for the purposes of providing
its services or facilities or performing its functions in accordance with its rules or
procedures and operating FINI and CCASS (including where applicants for the
Hong Kong Offer Shares request a deposit into CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the Company or the H
Share Registrar in connection with their respective business operation;
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 565 –


--- page 575 ---
 the Stock Exchange, the SFC and any other statutory regulatory or governmental
bodies or otherwise as required by laws, rules or regulations, including for the
purpose of the Stock Exchange’s administration of the Listing Rules and the SFC’s
performance of its statutory functions; and
 any persons or institutions with which the holders of Hong Kong Offer Shares have
or propose to have dealings, such as their bankers, solicitors, accountants or
brokers etc.
5. Retention of personal data
The Company and the H Share Registrar will keep the personal data of the applicants and
holders of Hong Kong Offer Shares for as long as necessary to fulfil the purposes for
which the personal data were collected. Personal data which is no longer required will
be destroyed or dealt with in accordance with the Personal Data (Privacy) Ordinance
(Chapter 486 of the Laws of Hong Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain
whether the Company or the H Share Registrar hold their personal data, to obtain a copy
of that data, and to correct any data that is inaccurate. The Company and the H Share
Registrar have the right to charge a reasonable fee for the processing of such requests.
All requests for access to data or correction of data should be addressed to the Company
and the H Share Registrar, at their registered address disclosed in the section headed
“Corporate information” in this prospectus or as notified from time to time, for the
attention of the company secretary, or the H Share Registrar for the attention of the
privacy compliance officer.
HOW TO APPLY FOR THE HONG KONG OFFER SHARES
– 566 –


--- page 576 ---
The following is the text of a report set out on pages I-1 to I-2 received from the Company’ s
reporting accountant, PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for the
purpose of incorporation in this prospectus. It is prepared and addressed to the directors of the
Company and to the Sole Sponsor pursuant to the requirements of HKSIR 200, Accountants’ Reports
on Historical Financial Information in Investment Circulars issued by the Hong Kong Institute of
Certified Public Accountants.
ACCOUNTANT’S REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF UBTECH ROBOTICS CORP LTD (ʮ̡) AND
GUOTAI JUNAN CAPITAL LIMITED
Introduction
We report on the historical financial information of UBTECH ROBOTICS CORP LTD ( ଉέ̹Ꮄ
ʮ̡) (the “Company”) and its subsidiaries (together, the “Group”) set out on
pages I-3 to I-89, which comprises the consolidated statements of financial position as at December
31, 2020, 2021 and 2022 and June 30, 2023, the company statements of financial position as at
December 31, 2020, 2021 and 2022 and June 30, 2023, and the consolidated income statements, the
consolidated statements of comprehensive income, the consolidated statements of changes in equity
and the consolidated statements of cash flows for each of the years ended December 31, 2020, 2021
and 2022 and the six months ended June 30, 2023 (the “Track Record Period”) and material
accounting policy information and other explanatory information (together, the “Historical
Financial Information”). The Historical Financial Information set out on pages I-3 to I-89 forms an
integral part of this report, which has been prepared for inclusion in the prospectus of the Company
dated December 19, 2023 (the “Prospectus”) in connection with the initial listing of H Shares of the
Company on the Main Board of The Stock Exchange of Hong Kong Limited.
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of Historical Financial
Information that gives a true and fair view in accordance with the basis of preparation 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 Historical Financial Information that is free
from material misstatement, whether due to fraud or error.
Reporting accountant’s responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to report our
opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment
Circular Reporting Engagements 200, Accountants’ Reports on Historical Financial Information in
Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants
(“HKICPA”). This standard requires that we comply with ethical standards and plan and perform
our work to obtain reasonable assurance about whether the Historical Financial Information is free
from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and disclosures in
the Historical Financial Information. The procedures selected depend on the reporting accountant’s
judgement, including the assessment of risks of material misstatement of the Historical Financial
Information, whether due to fraud or error. In making those risk assessments, the reporting
accountant considers internal control relevant to the entity’s preparation of Historical Financial
Information that gives a true and fair view in accordance with the basis of preparation 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.
APPENDIX I ACCOUNTANT’S REPORT
– I-1 –


--- page 577 ---
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the accountant’s
report, a true and fair view of the financial position of the Company as at December 31, 2020, 2021
and 2022 and June 30, 2023 and the consolidated financial position of the Group as at December
31, 2020, 2021 and 2022 and June 30, 2023 and of its consolidated financial performance and its
consolidated cash flows for the Track Record Period in accordance with the basis of preparation set
out in Note 2.1 to the Historical Financial Information.
Review of stub period comparative financial information
We have reviewed the stub period comparative financial information of the Group which comprises
the consolidated income statement, the consolidated statement of comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the six
months ended June 30, 2022 and other explanatory information (the “Stub Period Comparative
Financial Information”). The directors of the Company are responsible for the preparation and
presentation of the Stub Period 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 Stub Period 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
Stub Period Comparative Financial Information, for the purposes of the accountant’s report, is not
prepared, in all material respects, in accordance with the basis of preparation set out in Note 2.1 to
the Historical Financial Information.
Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (the “Listing Rules”) and the Companies (Winding Up and
Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying Financial
Statements as defined on page I-3 have been made.
Dividends
We refer to Note 15 to the Historical Financial Information which states that no dividends have been
paid by the Company in respect of the Track Record Period.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong
December 19, 2023
APPENDIX I ACCOUNTANT’S REPORT
– I-2 –


--- page 578 ---
I. HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountant’s report.
The financial statements of the Group for the Track Record Period, on which the Historical
Financial Information is based, were audited by PricewaterhouseCoopers in accordance with Hong
Kong Standards on Auditing issued by the HKICPA (“Underlying Financial Statements”).
The Historical Financial Information is presented in Renminbi (“RMB”) and all values are rounded
to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANT’S REPORT
– I-3 –


--- page 579 ---
CONSOLIDATED INCOME STATEMENTS
Y ear ended December 31,
Six months ended
June 30,
Note 2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 740,226 817,230 1,008,272 283,523 261,139
Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007 (409,488) (561,277) (714,227) (244,698) (208,502)
Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100330,738 255,953 294,045 38,825 52,637
Selling and marketing
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007 (313,298) (357,607) (361,023) (171,563) (189,848)
General and administrative
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007 (212,061) (325,899) (398,083) (162,461) (177,550)
Research and development
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007 (428,766) (517,072) (428,280) (204,995) (224,337)
Net impairment losses on
financial assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003.1(b) (40,067) (7,358) (46,386) (9,852) (8,653)
Other income and expenses,
net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008 85,720 76,013 9,467 (7,406) 13,091
Other losses and gains, net /H1100/H1100/H11009 (17,833) (6,555) (23,014) 14,147 (7,506)
Operating loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(595,567) (882,525) (953,274) (503,305) (542,166)
Finance income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 12,715 12,703 3,628 2,525 3,369
Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 (49,104) (30,555) (26,734) (17,734) (8,828)
Finance costs, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 (36,389) (17,852) (23,106) (15,209) (5,459)
Share of results of investments
accounted for using the
equity method /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 (43,539) (584) 5,521 3,776 —
Loss before income tax /H1100/H1100/H1100/H1100/H1100(675,495) (900,961) (970,859) (514,738) (547,625)
Income tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 (31,504) (16,558) (16,509) (420) (292)
Loss for the year/period /H1100/H1100/H1100/H1100(706,999) (917,519) (987,368) (515,158) (547,917)
Loss is attributable to:
Owners of the Company /H1100/H1100/H1100/H1100/H1100(706,990) (920,180) (974,809) (509,903) (532,793)
Non-controlling interests /H1100/H1100/H1100/H1100/H1100(9) 2,661 (12,559) (5,255) (15,124)
(706,999) (917,519) (987,368) (515,158) (547,917)
Losses per share for loss
attributable to owners of
the Company
(expressed in RMB
per share)
Basic and diluted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 (1.90) (2.41) (2.50) (1.33) (1.32)
APPENDIX I ACCOUNTANT’S REPORT
– I-4 –


--- page 580 ---
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Loss for the year/period /H1100/H1100/H1100/H1100(706,999) (917,519) (987,368) (515,158) (547,917)
Other comprehensive
income/(loss), net of tax
Items that may be reclassified
to profit or loss
Exchange differences arising
on translation of foreign
operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,006 3,912 (16,739) (10,884) (4,003)
Items that will not be
reclassified to profit or loss
Changes in fair value of the
financial assets at fair value
through other comprehensive
income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (7,027) 1,600 491 (132)
Other comprehensive
income/(loss) for the
year/period, net of tax /H1100/H1100/H1100/H110012,006 (3,115) (15,139) (10,393) (4,135)
Total comprehensive loss for
the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(694,993) (920,634) (1,002,507) (525,551) (552,052)
Total comprehensive loss for
the year/period is
attributable to:
Owners of the Company /H1100/H1100/H1100/H1100/H1100(694,984) (923,295) (989,948) (520,296) (536,928)
Non-controlling interests /H1100/H1100/H1100/H1100/H1100(9) 2,661 (12,559) (5,255) (15,124)
(694,993) (920,634) (1,002,507) (525,551) (552,052)
APPENDIX I ACCOUNTANT’S REPORT
– I-5 –


--- page 581 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at December 31,
As at
June 30,
Note 2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
ASSETS
Non-current assets
Property, plant and equipment /H1100/H1100/H1100/H1100/H110016 193,067 364,116 759,180 974,989
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 551,883 571,813 503,407 470,861
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 6,227 3,194 86,691 84,357
Investments accounted for using the
equity method /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 97,179 108,337 — —
Financial assets at fair value through
other comprehensive income /H1100/H1100/H1100/H1100/H110023 4,000 3,973 5,573 5,441
Prepayments, deposits and other
receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 30,080 25,377 47,992 77,054
Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100882,436 1,076,810 1,402,843 1,612,702
Current assets
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 412,833 426,076 332,666 416,481
Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025 136,659 368,125 662,053 662,310
Prepayments, deposits and other
receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 252,791 353,681 181,065 299,062
Financial assets at fair value through
profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 5,07 6———
Prepaid income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,441 1,821 3,330 4,748
Restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 114,189 167,629 48,181 4,388
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 621,754 273,103 145,398 619,148
1,557,743 1,590,435 1,372,693 2,006,137
Assets classified as held for sale /H1100/H1100/H1100 — — 12,466 —
Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,557,743 1,590,435 1,385,159 2,006,137
TOTAL ASSETS /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,440,179 2,667,245 2,788,002 3,618,839
APPENDIX I ACCOUNTANT’S REPORT
– I-6 –


--- page 582 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)
As at December 31,
As at
June 30,
Note 2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
EQUITY
Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028 377,749 384,088 396,173 406,569
Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029 641,596 368,358 565,106 1,056,435
Equity attributable to owners of
the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,019,345 752,446 961,279 1,463,004
Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,891 7,552 92,645 141,434
TOTAL EQUITY /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,024,236 759,998 1,053,924 1,604,438
LIABILITIES
Non-current liabilities
Borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035 — 106,538 295,891 496,355
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 61,299 45,069 31,273 34,798
Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034 78,784 81,916 41,164 32,890
Deferred income tax liabilities /H1100/H1100/H1100/H1100/H1100— — 1,255 1,255
Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100140,083 233,523 369,583 565,298
Current liabilities
Borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035 576,216 651,866 326,771 438,051
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032 192,416 362,479 305,406 324,765
Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H110033 371,543 469,344 599,681 521,049
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 91,063 144,151 84,509 127,085
Current income tax liabilities /H1100/H1100/H1100/H1100/H1100/H11008,111 4,023 13,267 5,828
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 36,511 41,861 34,861 32,325
Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,275,860 1,673,724 1,364,495 1,449,103
TOTAL LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,415,943 1,907,247 1,734,078 2,014,401
TOTAL EQUITY AND
LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,440,179 2,667,245 2,788,002 3,618,839
APPENDIX I ACCOUNTANT’S REPORT
– I-7 –


--- page 583 ---
COMPANY STATEMENTS OF FINANCIAL POSITION
As at December 31,
As at
June 30,
Note 2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
ASSETS
Non-current assets
Property, plant and equipment /H1100/H1100/H1100/H1100/H110016 96,280 92,665 60,333 43,697
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 21,601 12,560 13,239 20,219
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,209 2,811 1,668 1,258
Investments accounted for using the
equity method /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 97,179 108,337 — —
Investments in subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 916,934 1,407,923 2,087,276 2,671,115
Financial assets at fair value through
other comprehensive income /H1100/H1100/H1100/H1100/H11004,000 973 1,202 1,070
Prepayments, deposits and other
receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,569 1,282 809 2,631
Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,160,772 1,626,551 2,164,527 2,739,990
Current assets
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 402,554 322,437 186,079 166,425
Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025 591,421 697,684 323,952 263,700
Prepayments, deposits and other
receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 1,002,648 970,821 943,834 969,918
Financial assets at fair value through
profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 5,07 6———
Restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 114,189 167,629 45,056 —
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 551,624 174,335 53,093 131,094
Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,667,512 2,332,906 1,552,014 1,531,137
TOTAL ASSETS /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,828,284 3,959,457 3,716,541 4,271,127
APPENDIX I ACCOUNTANT’S REPORT
– I-8 –


--- page 584 ---
COMPANY STATEMENTS OF FINANCIAL POSITION (CONTINUED)
As at December 31,
As at
June 30,
Note 2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
EQUITY
Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028 377,749 384,088 396,173 406,569
Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029 1,034,783 659,736 704,312 1,109,940
TOTAL EQUITY /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,412,532 1,043,824 1,100,485 1,516,509
LIABILITIES
Non-current liabilities
Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H110033 — — — 1,213,278
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 9,282 3,176 8,048 12,782
Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110078,784 81,916 40,164 31,890
Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H110088,066 85,092 48,212 1,257,950
Current liabilities
Borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035 322,290 461,277 233,462 339,289
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032 530,674 627,932 598,300 501,270
Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H110033 1,265,417 1,513,317 1,534,666 456,939
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100196,761 219,345 196,287 191,423
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 12,544 8,670 5,129 7,747
Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,327,686 2,830,541 2,567,844 1,496,668
TOTAL LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,415,752 2,915,633 2,616,056 2,754,618
TOTAL EQUITY AND
LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,828,284 3,959,457 3,716,541 4,271,127
APPENDIX I ACCOUNTANT’S REPORT
– I-9 –


--- page 585 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to owners of
the Company
Note
Share
capital Reserves Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 28) (Note 29)
As at January 1, 2020 /H1100/H1100/H1100/H1100/H1100360,000 (110,157) 249,843 2,196 252,039
Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (706,990) (706,990) (9) (706,999)
Other comprehensive
income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 12,006 12,006 — 12,006
Total comprehensive loss
for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (694,984) (694,984) (9) (694,993)
Transactions with owners of
the Company
Issuance of ordinary shares /H1100/H110028 17,749 1,382,251 1,400,000 — 1,400,000
Transactions with non-
controlling interests /H1100/H1100/H1100/H1100/H1100/H110040 — (4) (4) 2,704 2,700
Equity incentive schemes —
value of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 64,490 64,490 — 64,490
17,749 1,446,737 1,464,486 2,704 1,467,190
As at December 31, 2020 /H1100/H1100/H1100 377,749 641,596 1,019,345 4,891 1,024,236
APPENDIX I ACCOUNTANT’S REPORT
– I-10 –


--- page 586 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)
Attributable to owners of
the Company
Note
Share
capital Reserves Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 28) (Note 29)
As at January 1, 2021 /H1100/H1100/H1100/H1100/H1100377,749 641,596 1,019,345 4,891 1,024,236
(Loss)/profit for the year /H1100/H1100/H1100/H1100 — (920,180) (920,180) 2,661 (917,519)
Other comprehensive loss /H1100/H1100/H1100 — (3,115) (3,115) — (3,115)
Total comprehensive loss
for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (923,295) (923,295) 2,661 (920,634)
Transactions with owners of
the Company
Issuance of ordinary shares /H1100/H110028 6,339 493,661 500,000 — 500,000
Equity incentive schemes —
value of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 156,396 156,396 — 156,396
6,339 650,057 656,396 — 656,396
As at December 31, 2021 /H1100/H1100/H1100 384,088 368,358 752,446 7,552 759,998
As at January 1, 2022 /H1100/H1100/H1100/H1100/H1100384,088 368,358 752,446 7,552 759,998
Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (974,809) (974,809) (12,559) (987,368)
Other comprehensive loss /H1100/H1100/H1100 — (15,139) (15,139) — (15,139)
Total comprehensive loss
for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (989,948) (989,948) (12,559) (1,002,507)
Transactions with owners of
the Company
Issuance of ordinary shares /H1100/H110028 10,919 850,411 861,330 — 861,330
Transactions with non-
controlling interests /H1100/H1100/H1100/H1100/H110040 — 41,065 41,065 70,748 111,813
Equity incentive schemes —
value of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 204,387 204,387 — 204,387
Issuance of ordinary shares in
connection with acquisition
of a subsidiary /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030(b) 1,166 90,833 91,999 — 91,999
Acquisition of subsidiaries /H1100/H110036 — — — 26,904 26,904
12,085 1,186,696 1,198,781 97,652 1,296,433
As at December 31, 2022 /H1100/H1100/H1100 396,173 565,106 961,279 92,645 1,053,924
APPENDIX I ACCOUNTANT’S REPORT
– I-11 –


--- page 587 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)
Attributable to owners of
the Company
Note
Share
capital Reserves Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 28) (Note 29)
As at January 1, 2023 /H1100/H1100/H1100/H1100/H1100396,173 565,106 961,279 92,645 1,053,924
Loss for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (532,793) (532,793) (15,124) (547,917)
Other comprehensive loss /H1100/H1100/H1100 — (4,135) (4,135) — (4,135)
Total comprehensive loss
for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (536,928) (536,928) (15,124) (552,052)
Transactions with owners of
the Company
Issuance of ordinary shares /H1100/H110028 10,396 809,604 820,000 — 820,000
Transactions with non-
controlling interests /H1100/H1100/H1100/H1100/H110040 — 40,433 40,433 62,667 103,100
Equity incentive schemes —
value of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 178,220 178,220 1,246 179,466
10,396 1,028,257 1,038,653 63,913 1,102,566
As at June 30, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100406,569 1,056,435 1,463,004 141,434 1,604,438
(Unaudited)
As at January 1, 2022 /H1100/H1100/H1100/H1100/H1100384,088 368,358 752,446 7,552 759,998
Loss for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (509,903) (509,903) (5,255) (515,158)
Other comprehensive loss /H1100/H1100/H1100 — (10,393) (10,393) — (10,393)
Total comprehensive loss
for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (520,296) (520,296) (5,255) (525,551)
Transactions with owners of
the Company
Issuance of ordinary shares /H1100/H1100 8,874 691,126 700,000 — 700,000
Transactions with non-
controlling interests /H1100/H1100/H1100/H1100/H110040(a) — 13,908 13,908 22,992 36,900
Equity incentive schemes —
value of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 114,916 114,916 — 114,916
8,874 819,950 828,824 22,992 851,816
As at June 30, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100392,962 668,012 1,060,974 25,289 1,086,263
APPENDIX I ACCOUNTANT’S REPORT
– I-12 –


--- page 588 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended December 31,
Six months ended
June 30,
Note 2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cash flows from operating
activities
Cash used in operations /H1100/H1100/H1100/H1100/H1100/H110037(a) (565,458) (672,670) (532,932) (113,735) (517,399)
Income taxes refunded /H1100/H1100/H1100/H1100/H1100/H1100/H11001,123 12,803 1,222 234 3
Income taxes paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(38,312) (20,829) (11,778) (1,613) (9,152)
Net cash used in operating
activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(602,647) (680,696) (543,488) (115,114) (526,548)
Cash flows from investing
activities
Acquisition of subsidiaries,
net of cash acquired /H1100/H1100/H1100/H1100/H1100/H1100/H110036 — (5,000) (108,108) — —
Acquisition of investments
accounted for using the
equity method /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 (51,911) (3,000) (8,742) — —
Disposals of property, plant
and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037(b) 9,639 7,776 5,696 2,246 1,136
Purchases of property, plant
and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(141,260) (170,482) (318,747) (112,033) (237,705)
Purchases of financial assets at
fair value through profit or
loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003.3 (305,000) ————
Disposals of financial assets at
fair value through profit or
loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003.3 301,309 5,105 29,050 — —
Purchases of intangible assets /H1100 18 (3,660) (563) — — —
Purchases of right-of-use
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(13,897) (67,426) (466) (466) (7,229)
Disposals of right-of-use
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037(c) — — 7,000 — 21,660
Purchases of financial assets at
fair value through other
comprehensive income /H1100/H1100/H1100/H1100/H11003.3 (4,000) (11,000) — — —
Government grants received /H1100/H1100 6,673 4,825 1,163 1,163 —
Interest received /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,715 12,703 3,628 2,525 3,369
Net cash used in investing
activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(189,392) (227,062) (389,526) (106,565) (218,769)
APPENDIX I ACCOUNTANT’S REPORT
– I-13 –


--- page 589 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Y ear ended December 31,
Six months ended
June 30,
Note 2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cash flows from financing
activities
Issuance of ordinary shares /H1100/H1100/H110028 1,400,000 500,000 861,330 700,000 820,000
Restricted cash for borrowings
deposited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(50,194) (147,690) — (19,668) (4,389)
Restricted cash for borrowings
released /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110047,725 98,289 118,690 118,089 48,182
Proceeds from borrowings /H1100/H1100/H1100/H1100894,501 850,312 908,928 541,944 523,687
Repayments of borrowings /H1100/H1100/H1100(1,136,151) (665,365) (1,046,633) (638,833) (212,797)
Repayments to ultimate
controlling shareholder /H1100/H1100/H1100/H1100(45,550) ————
Payments of lease liabilities
(including interests) /H1100/H1100/H1100/H1100/H1100/H1100(33,106) (44,178) (33,582) (19,035) (16,993)
Transactions with non-
controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H110040 2,700 — 41,900 36,900 103,100
Listing expenses paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (8,825) — (18,052)
Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(51,599) (30,898) (39,011) (22,004) (24,457)
Net cash generated from
financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H11001,028,326 560,470 802,797 697,393 1,218,281
Net increase/(decrease) in
cash and cash equivalents /H1100 236,287 (347,288) (130,217) 475,714 472,964
Cash and cash equivalents at
beginning of the
year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100388,839 621,754 273,103 273,103 145,398
Effects of exchange rate
changes on cash and cash
equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,372) (1,363) 2,512 1,159 786
Cash and cash equivalents
at the end of the
year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 621,754 273,103 145,398 749,976 619,148
APPENDIX I ACCOUNTANT’S REPORT
– I-14 –


--- page 590 ---
II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1 General information
UBTECH ROBOTICS CORP LTD (ʮ̡) (the “Company”, formerly known as Shenzhen
UBTECH Technology Co., Ltd. (ʮ̡)), was incorporated in the People’s Republic of China (the
“PRC”) as a limited liability company on March 31, 2012 and converted into a joint stock company with limited liability
on March 29, 2019. The address of the Company’s registered office is Room 2201, Building C1, Nanshan Smart Park, No.
1001 Xueyuan Avenue, Changyuan Community, Taoyuan Street, Nanshan District, Shenzhen, PRC.
The Company and its subsidiaries (collectively the “Group”) are primarily engaged in the research and development, design,
production and sales of robotic products and provision of ancillary service. The Company’s major shareholder is Mr. Zhou
Jian, who directly held 27.42%, 26.97% and 26.15% and 25.48% as at December 31, 2020, 2021 and 2022 and June 30, 2023,
respectively. Considering that Mr. Zhou Jian held the controlling interests of certain partnership shareholders of the
Company, and he has entered into agreements with certain shareholders of the Company who agreed to entrust or follow Mr.
Zhou Jian’s decision when exercising their voting rights, Mr. Zhou Jian in effect controlled approximately 56.61%, 55.67%
and 53.98% and 52.59% of the voting rights of the Company as at December 31, 2020, 2021 and 2022 and June 30, 2023,
respectively. Mr. Zhou Jian is thus regarded as the ultimate controlling shareholder of the Group.
2 Material accounting policy information
The principal accounting policies applied in the preparation of the Historical Financial Information are set out below. These
policies have been consistently applied to all the years and periods presented, unless otherwise stated.
2.1 Basis of preparation
The Historical Financial Information of the Group has been prepared in accordance with Hong Kong Financial Reporting
Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). The Historical
Financial Information has been prepared under the historical cost convention, except for financial assets at fair value through
profit or loss (“FVPL”) and financial assets at fair value through other comprehensive income (“FVOCI”), which are
measured at fair value, and assets classified as held for sale, which are measured at the lower of carrying amount and fair
value less costs to sell.
The preparation of the Historical Financial Information in conformity with HKFRSs requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s
accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the Historical Financial Information are disclosed in Note 4.
In preparing the Historical Financial Information, the Group has consistently adopted all applicable new and amended
HKFRSs throughout all the years and periods presented except for any new or interpretation that are not yet effective.
The following new standards, amendments to existing standards and interpretation to existing standards have not been early
adopted by the Group:
Effective for annual
periods beginning on
or after
Amendments to HKAS 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Classification of liabilities as current or non-
current
1 January 2024
Amendments to HKFRS 7 and HKAS 7 /H1100/H1100/H1100/H1100/H1100Disclosures of supplier finance arrangements 1 January 2024
HK Interpretation 5 (2020) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Presentation of financial statements —
classification by the borrower of a term loan
that contains a repayment on demand clause
1 January 2024
Amendments to HKFRS 16 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Lease liability in a sale and leaseback 1 January 2024
Amendments to HKAS 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Non-current liabilities with covenants 1 January 2024
Amendments to HKFRS 10 and HKAS 28 /H1100/H1100/H1100/H1100Sale or contribution of assets between an
investor and its associate or joint venture
To be determined
The management is in the process of assessing the impact of these new and amended standards and has concluded on a
preliminary basis that the adoption of these new and amended standards is not expected to have a significant impact on the
Group in the current or future reporting periods and on foreseeable future transactions.
APPENDIX I ACCOUNTANT’S REPORT
– I-15 –


--- page 591 ---
2.2 Principles of consolidation and equity accounting
(a) Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity where the Group are exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through
its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred
to the Group. They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group (see Note 2.2(f)).
Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated.
Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Accounting policies of subsidiaries have been changed when necessary to ensure consistency with the policies adopted by
the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income
statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated
statements of financial position respectively.
(b) Joint arrangements
Under HKFRS 11 Joint Arrangements , the investments in joint arrangements are classified as either joint operations or joint
ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure
of the joint arrangement. The Group has assessed the nature of its joint arrangements and determined them to be joint
ventures.
Interests in joint ventures are accounted for using the equity method, after initially being recognized at cost.
(c) Associates
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally
the case where the Group holds between 20% and 50% of the voting rights.
Investments in associates are accounted for using the equity method, after initially being recognized at cost in the
consolidated statements of financial position.
(d) Equity method
Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize
the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of
movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable
from associates and joint ventures are recognized as a reduction in the carrying amount of the investment.
Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including
any other unsecured long-term receivables, the Group does not recognize further losses, unless it has incurred obligations
or made payments on behalf of the other entity.
Unrealized gains on transactions between the Group and its equity-accounted investees are eliminated to the extent of the
Group’s interest in these entities. Unrealized losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary
to ensure consistency with the policies adopted by the Group.
The carrying amount of equity-accounted investments is tested for impairment in accordance with the policy described in
Note 2.7.
(e) Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity
owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling
and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the
adjustment to non-controlling interests and any consideration paid or received is recognized in a separate reserve within
equity attributable to owners of the Company.
When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control or
significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount
recognized in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting
for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in
other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related
assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to
profit or loss or transferred to another category of equity as specified/permitted by applicable HKFRSs.
If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained,
only a proportionate share of the amounts previously recognized in other comprehensive income are reclassified to profit or
loss where appropriate.
APPENDIX I ACCOUNTANT’S REPORT
– I-16 –


--- page 592 ---
(f) Business combination
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity
instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:
 fair value of the assets transferred
 liabilities incurred to the former owners of the acquired business
 equity interests issued by the Group
 fair value of any asset or liability resulting from a contingent consideration arrangement, and
 fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair value at the acquisition date. The Group recognizes any non-controlling interest
in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s
proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the
 consideration transferred,
 amount of any non-controlling interest in the acquired entity, and
 acquisition-date fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value
of the net identifiable assets of the business acquired, the difference is recognized directly in profit or loss as a bargain
purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their
present value as of the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate
at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value with changes in fair value recognized in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity
interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such
remeasurement are recognized in profit or loss.
(g) Separate financial statements
Investments in subsidiaries are accounted for at cost less impairment. Cost includes direct attributable costs of investment.
The results of subsidiaries are accounted for by the Company on the basis of dividend received and receivable.
Impairment testing of the investments in subsidiaries is required upon receiving dividends from these investments if the
dividends exceed the total comprehensive income of the subsidiaries in the period the dividends are declared or if the
carrying amount of the investments in the separate financial statements exceeds the carrying amount in the consolidated
financial statements of the investee’s net assets including goodwill.
2.3 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors of the Company.
2.4 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (“the functional currency”). The Company and its primary subsidiaries
were incorporated in PRC and considered RMB as their functional currencies. The functional currencies of certain
subsidiaries of the Group incorporated in United States and Hong Kong are United States dollars (“USD”). As the major
operations of the Group are within Mainland China, the Group has determined RMB as its presentation currency and
presented its Historical Financial Information in RMB (unless otherwise stated).
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally
recognized in profit or loss.
Foreign exchange gains and losses that relate to borrowings are presented in the consolidated income statements, within
finance costs. All other foreign exchange gains and losses are presented in the consolidated income statements within “other
losses and gains, net”.
APPENDIX I ACCOUNTANT’S REPORT
– I-17 –


--- page 593 ---
(c) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that
have a functional currency different from the presentation currency are translated into the presentation currency as follows:
 assets and liabilities for each statement of financial position presented are translated at the closing rate at the date
of that statement of financial position
 income and expenses for each income statements and statements of comprehensive income are translated at average
exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the dates of the transactions), and
 all resulting exchange differences are recognized in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of
borrowings and other financial instruments designated as hedges of such investments, are recognized in other comprehensive
income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated
exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of
the foreign operation and translated at the closing rate.
2.5 Property, plant and equipment
Property, plant and equipment are stated at historical costs less depreciation. Historical costs include expenditures that are
directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably. All other repairs and maintenance are charged to profit or loss during the reporting period in which they
are incurred.
Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their
estimated useful lives or, in the case of leasehold improvements, the shorter of estimated useful lives and remaining lease
terms as follows:
Useful lives
 Buildings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030-50 years
 Machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-10 years
 Office and other equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-8 years
 Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Shorter of estimated useful lives and remaining lease terms
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount (see Note 2.7).
Gain and loss on disposals are determined by comparing proceeds with carrying amount and are recognized in “other losses
and gains, net” in the consolidated income statements.
Construction in progress are stated at costs less accumulated impairment losses. Costs includes all attributable costs of
bringing the assets to working condition for their intended use. This includes direct costs of construction, as well as interest
expenses capitalized during the period of construction and installation. Capitalization of these costs will cease and the
construction in progress are transferred to appropriate categories within property, plant and equipment when the construction
activities necessary to prepare the assets for their intended use are completed. No depreciation is provided in respect of
construction in progress.
2.6 Intangible assets
(a) Goodwill
Goodwill is measured as described in Note 2.2(f). Goodwill on acquisitions of subsidiaries is included in intangible assets.
Goodwill is not amortized but it is tested for impairment annually, or more frequently if events or changes in circumstances
indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gain and loss on the disposal
of a business include the carrying amount of goodwill relating to the business sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those
cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which
the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal
management purposes.
(b) Trademarks, customer contracts and relationships
Separately acquired trademarks are shown at historical cost. Customer contracts and relationships acquired in a business
combination are recognized at fair value at the acquisition date. They have a finite useful life and are subsequently carried
at cost less accumulated amortization and impairment losses.
(c) Software
Computer software are initially recognized and measured at costs incurred to acquire and bring them to use. They have a
finite useful life and are subsequently carried at cost less accumulated amortization and impairment losses.
APPENDIX I ACCOUNTANT’S REPORT
– I-18 –


--- page 594 ---
(d) Amortization method and period
The Group amortizes intangible assets with a finite useful life using the straight-line method over the following periods:
Useful lives
 Trademarks /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 years
 Customer contracts and relationships /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-6 years
 Software /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003-5 years
2.7 Impairment of non-financial assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other
non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposals and value in use.
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable
cash inflows, which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units
or “CGU”). Non-financial assets (other than goodwill) that suffered an impairment are reviewed for possible reversal of the
impairment at the end of each reporting period.
2.8 Financial assets
(a) Classification
The Group classifies its financial assets in the following measurement categories:
 those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss),
and
 those to be measured at amortized cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the
cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income.
For investments in debt instruments that are not held for trading, this will depend on the business model in which the
investment is held. For investments in equity instruments, this will depend on whether the Group has made an irrevocable
election at the time of initial recognition to account for the financial assets at FVOCI.
The Group reclassifies debt investments when and only when its business model for managing those assets changes.
(b) Recognition and derecognition
Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Group commits to
purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
(c) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVPL
transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets
carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are
solely payment of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash
flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:
 Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is
subsequently measured at amortized cost and is not part of a hedging relationship is recognized in profit or loss when
the asset is derecognized or impaired. Interest income from these financial assets is included in other income using
the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss
and presented in “other losses and gains, net” together with foreign exchange gains and losses. Impairment losses are
presented as separate line item in the consolidated income statements.
 FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the
assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the
carrying amount are taken through other comprehensive income (“OCI”), except for the recognition of impairment
gains or losses, interest income and foreign exchange gains and losses which are recognized in profit or loss. When
the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from
equity to profit or loss and recognized in “other losses and gains, net”. Interest income from these financial assets
is included in other income using the effective interest rate method. Foreign exchange gains and losses are presented
in “other losses and gains, net” and impairment expenses are presented as separate line item in the consolidated
income statements.
APPENDIX I ACCOUNTANT’S REPORT
– I-19 –


--- page 595 ---
 FVPL: Assets that do not meet the criteria for amortized cost or financial assets at FVOCI are measured at FVPL.
A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and
presented net within “other losses and gains, net” in the period in which it arises.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present
fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses
to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized
in profit or loss as “other income and expenses, net” when the Group’s right to receive payments is established.
Changes in fair value
Changes in fair value of the financial assets at FVPL are recognized in “other losses and gains, net” in the consolidated
income statements as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at
FVOCI are not reported separately from other changes in fair value.
(d) Impairment
The Group assesses on a forward-looking basis the expected credit losses (“ECL”) associated with its debt instruments
carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant
increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by HKFRS 9, which requires expected lifetime
losses to be recognized from initial recognition of the receivables, see Note 3.1(b) for further details.
Impairment on other financial assets at amortized cost are measured as either 12-month ECL or lifetime ECL, depending on
whether there has been a significant increase in credit risk since initial recognition. If a significant increase in credit risk
of a receivable has occurred since initial recognition, then impairment is measured as lifetime ECL.
2.9 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the consolidated statements of financial position
when the Group currently has a legally enforceable right to offset the recognized amounts and there is an intention to settle
on a net basis or realize the asset and settle the liability simultaneously.
2.10 Inventories
Inventories are stated at the lower of cost and net realizable value (“NRV”). Cost is determined using the weighted average
method. The cost of finished goods and work in progress comprises direct materials, direct labor, other direct costs and
related production overheads expenditures allocated on the basis of normal operating capacity. Costs of purchased inventory
are determined after deducting discounts. NRV is the estimated selling price in the ordinary course of business less the
estimated costs of completion and the estimated costs necessary to make the sale. For Group’s accounting of contract
fulfillment costs, see Note 2.14 for further details.
2.11 Trade receivables
Trade receivables are amounts due from customers for the sales of products and provision of services. They are generally
due for settlement within a year of recognition or less (or in the normal operating cycle of the business) and therefore
classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognized initially at the amount of consideration that is unconditional unless they contain significant
financing components, when they are recognized at fair value. The Group holds the trade receivables with the objective of
collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest
method. See Note 25 for further information about the Group’s accounting for trade receivables and Note 3.1(b) for a
description of the Group’s impairment policies.
2.12 Other receivables
Other receivables are recognized initially at fair value. The Group holds the other receivables with the objective of collecting
the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method.
See Note 26 for further information about the Group’s accounting for other receivables and Note 3.1(b) for a description of
the Group’s impairment policies.
2.13 Contract assets and contract liabilities
Upon entering into a contract with customer, the Group obtains the right to receive consideration from the customer and
assumes performance obligations to transfer goods or provide services to the customer. When either party of the contract has
performed their performance obligations, the Group shall account for the contract in the consolidated statements of financial
position as a contract asset or contract liability, depending on the relationship between the entity’s performance and the
customer’s payments. If the Group performs by transferring goods or services to a customer before the customer pays
consideration or before payment is due, the Group shall present the contract as a contract asset, excluding any amounts
presented as a receivable. If a customer pays consideration, or the Group has a right to an amount of consideration that is
unconditional before the Group transfers a good or provides service to the customer, the Group shall present the contract as
a contract liability when the payment is made or the payment is due (whichever is earlier).
APPENDIX I ACCOUNTANT’S REPORT
– I-20 –


--- page 596 ---
2.14 Contract fulfillment costs
The Group recognizes costs to fulfill their obligations under a contract as contract fulfillment costs once it is obtained, but
before transferring goods or provision of services to the customer. Contract fulfillment costs should be capitalized if all of
the following criteria are met:
 the costs relate directly to a contract or an anticipated contract that the entity can specifically identify;
 the costs generate or enhance resources of the Group that will be used in satisfying or continuing to satisfy
performance obligations in the future; and
 the costs are expected to be recovered.
2.15 Cash and cash equivalents
For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand,
deposits held at call with financial institutions and other short-term, highly liquid investments with original maturities of
three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value.
2.16 Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of ordinary shares are shown in equity as a deduction, net of tax, from
the proceeds.
2.17 Trade and other payables
These amounts represent liabilities for products and services provided to the Group prior to the end of each reporting period
which are unpaid. The amounts are unsecured and are usually paid within 90 days of recognition. Trade and other payables
are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized
initially at their fair value and subsequently measured at amortized cost using the effective interest method.
2.18 Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized
in profit or loss over the period of the borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable
that some or all of the loan facilities will be drawn down. In this case. the fee is deferred until the draw-down occurs. To
the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized
as a pre-payment for liquidity services and amortized over the period of the facility to which it relates.
Borrowings are removed from the consolidated statements of financial position when the obligation specified in the contract
is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been
extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or
liabilities assumed, is recognized in profit or loss as finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability
for at least 12 months after the reporting period.
2.19 Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended
use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use
or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets
is deducted from the borrowing costs eligible for capitalization.
Other borrowing costs are expensed in the period in which they are incurred.
2.20 Current and deferred income tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred income tax assets and liabilities attributable
to temporary differences and to unused tax losses.
(a) Current income tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of each
reporting period in the countries where the Company and its subsidiaries and associates operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation
is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax
treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on
which method provides a better prediction of the resolution of the uncertainty.
APPENDIX I ACCOUNTANT’S REPORT
– I-21 –


--- page 597 ---
(b) Deferred income tax
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax
liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted
for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the
time of the transaction affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and
deductive temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantially enacted by the end of each reporting period and are expected to apply when the related deferred income tax
asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those
temporary differences and losses.
Deferred income tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax
bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary
differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and
liabilities and where the deferred income tax balances relate to the same taxation authority. Current tax assets and tax
liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or
to realize the asset and settle the liability simultaneously.
Current and deferred income tax is recognized in profit or loss, except to the extent that it relates to items recognized in OCI
or directly in equity. In this case, the tax is also recognized in OCI or directly in equity, respectively.
2.21 Employee benefits
(a) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be
settled wholly within 12 months after the end of the period in which the employees render the related service are recognized
in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid
when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the consolidated
statements of financial position.
(b) Post-employment obligations
(i) Pension obligations
The Group contributes on a monthly basis to various defined contribution plans organized by the relevant governmental
authorities based on certain percentages of the salaries of the employees, subject to certain ceiling. The Group’s liability in
respect of these plans is limited to the contributions payable in each period. Contributions to these plans are expensed as
incurred. Other than the monthly contributions, the Group has no further obligation for the payment of this pension
obligations. Assets of the plans are held and managed by government authorities and are separated from those of the Group.
(ii) Housing funds, medical insurances and other social insurances
Employees of the Group in Mainland China are entitled to participate in various government-supervized housing funds,
medical insurances and other social insurance plan. The Group contributes on a monthly basis to these funds based on certain
percentages of the salaries of the employees, subject to certain ceiling. The Group’s liability in respect of these funds is
limited to the contributions payable in each year and has no further obligation for these post-retirement benefits.
Contributions to the housing funds, medical insurances and other social insurances are expensed as incurred.
(c) Share-based compensation
The Group operates an equity-settled, share-based compensation plan under which it receives services from employees as
consideration for restricted shares units (“RSU”) of the Company. Information relating to the RSU scheme is set out in Note
30.
The fair value of RSU granted to employees under the RSU scheme is recognized as an expense over the vesting period,
being the period over which all of the vesting conditions are satisfied. The fair value is determined at the grant date. At the
end of each reporting period, the Group revises its estimates of the number of RSU that are expected to vest based on the
non-market vesting and service conditions. It recognizes the impact of the revision to original estimates, if any, in profit or
loss, with a corresponding adjustment to share-based compensation reserve which represents deemed capital contributed by
a shareholder for the RSU scheme.
Where RSU are forfeited due to a failure of employee to satisfy the vesting conditions, any expenses previously recognized
in relation to such RSU are reversed on the date of the forfeiture.
2.22 Provisions
Provisions for legal claims, service warranties and make good obligations are recognized when the Group has a present legal
or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the
obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined
by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect
to any one item included in the same class of obligations may be small.
APPENDIX I ACCOUNTANT’S REPORT
– I-22 –


--- page 598 ---
Provisions are measured at the present value of management’s best estimate of the expenditures required to settle the
obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the
provision due to passage of time is recognized as interest expense.
Provision is made for estimated warranty claims in respect of products sold or service provided to customers, which are still
under warranty at the end of the reporting period.
2.23 Revenue from contracts with customers
The Group principally derives revenue from the sale of products and provision of ancillary services to customers.
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for
goods sold or services performed, stated net of discounts, returns and value-added taxes (“V A T”). Revenue is recognized
when or as the control of the goods or services is transferred to a customer. Depending on the terms of the contract and the
laws that apply to the contract, control of the goods and services may be transferred over time or at a point in time. Control
of the goods and services is transferred over time if the Group’s performance:
 provides all of the benefits received and consumed simultaneously by the customer;
 creates and enhances an asset that the customer controls as the Group performs; or
 does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for
performance completed to date.
If control of the goods and services transfers over time, revenue is recognized over the period of the contract by reference
to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in
time when the customer obtains control of the goods and services.
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services
to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the
transaction prices for the time value of money.
When either party to a contract has performed, the Group presents the contract in the consolidated statements of financial
position as a contract asset or a contract liability, depending on the relationship between the entity’s performance and the
customer’s payment (Note 2.13).
The Group applies the practical expedient to not disclose the value of unsatisfied performance obligations for contracts with
an original expected duration of one year or less.
(a) Revenue from sale of products
Revenue from sales of products is recognized when the Group has transferred the control over products to customers, which
is upon the acceptance of the products by the customers.
Revenue from sales of products is based on the price specified in the sales contracts and a receivable is recognized
immediately when the goods are accepted as this is the point in time that the consideration is unconditional. In some
contracts, customers are granted a right of return within 7 days. Therefore, a refund liability (included in trade and other
payables) and a right to the returned goods are recognized for the products expected to be returned. Accumulated experience
is used to estimate the likelihood and provision for sales returns for the goods sold at the time of sale.
(b) Revenue from provision of ancillary services
Revenue from provision of ancillary services is recognized over the contracted period with customers in which the services
are provided as the customers simultaneously receive and consume the benefit provided by the Group.
(c) Multiple performance obligations in contracts with customers
Several contracts with customers include multiple performance obligations of sales of products and provision of ancillary
services. For such arrangements, the Group allocates transaction price to each performance obligation based on the relative
standalone selling price. The Group generally determines standalone selling prices based on the prices charged to customers
when the Group sells it separately in similar circumstances to similar customers. If the standalone selling price is not directly
observable, it is estimated using expected cost plus a margin or adjusted market assessment approach, depending on the
availability of observable information. Assumptions and estimations have been made in estimating the relative selling price
of each distinct performance obligation, and changes in judgements on these assumptions and estimates may impact the
revenue recognition.
2.24 Leases
The Group is a lessee
The Group’s right-of-use assets include buildings and land use rights. Lease terms are negotiated on an individual basis and
contain various terms and conditions.
Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the
lease and non-lease components based on their relative stand-alone prices.
APPENDIX I ACCOUNTANT’S REPORT
– I-23 –


--- page 599 ---
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the following lease payments:
 fixed payments (including in-substance fixed payments), less any lease incentives receivable
 variable lease payment that are based on an index or a rate, initially measured using the index or rate as of the
commencement date
 amounts expected to be payable by the Group under residual value guarantees
 the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and
 payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined,
which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the
individual lessee would have to pay to borrow the funds necessary to obtain assets of similar value to the right-of-use assets
in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group:
 where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to
reflect changes in financing conditions since third party financing was received
 uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group,
which does not have recent third-party financing, and
 makes adjustments specific to the lease, e.g. term, country, currency and security.
If a readily observable amortizing loan rate is available to the individual lessee (through recent financing or market data)
which has a similar payment profile to the lease, then the Group entities use that rate as a starting point to determine the
incremental borrowing rate.
Lease payments are allocated between principal and finance costs. The finance costs are charged to profit or loss over the
lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
 the amount of the initial measurement of lease liability
 any lease payments made at or before the commencement date less any lease incentives received
 any initial direct costs, and
 restoration costs.
Right-of-use assets are generally depreciated over the shorter of the assets’ useful lives and the lease terms on a straight-line
basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the
underlying assets’ useful life as follows.
Useful lives
 Buildings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001-8 years
 Land use rights /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030-50 years
2.25 Research and development expenditures
Research expenditure is recognized as an expense as incurred. Costs incurred on development projects (relating to the design
and testing of new or improved products) are capitalized as intangible assets when recognition criteria are fulfilled. These
criteria include:
 it is technically feasible to complete the software so that it will be available for use;
 management intends to complete the software and use or sell it;
 there is an ability to use or sell the software;
 it can be demonstrated how the software will generate probable future economic benefits;
 adequate technical, financial and other resources to complete the development and to use or sell the software are
available; and
 the expenditure attributable to the software during its development can be reliably measured.
Research and development expenditures that do not meet these criteria are recognized as an expense as incurred.
APPENDIX I ACCOUNTANT’S REPORT
– I-24 –


--- page 600 ---
2.26 Government grants
Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be
received, and the Group will comply with all attached conditions.
Government grants relating to income are recognized in profit or loss over the period necessary to match them with the costs
and expenses that they are intended to compensate.
Government grants relating to assets are included in non-current liabilities as deferred income and are credited to profit or
loss on a straight-line basis over the expected lives of the related assets.
2.27 Interest income
Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except
for financial assets that subsequently become credit impaired. For credit-impaired financial assets the effective interest rate
is applied to the net carrying amount of the financial asset (after deduction of the loss allowance).
Interest income is presented as finance income where it is earned from financial assets that are held for cash management
purposes. Any other interest income is included in other income and expenses, net.
2.28 Losses per share
(a) Basic losses per share
Basic losses per share is calculated by dividing:
 the loss attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares
 by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements
in ordinary shares issued during the year and excluding treasury shares.
(b) Diluted losses per share
Diluted losses per share adjusts the figures used in the determination of basic losses per share to take into account:
 the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
 the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion
of all dilutive potential ordinary shares.
3 Financial risk management
The Group’s major financial instruments include financial assets at FVPL, financial assets at FVOCI, trade receivables,
deposits and other receivables, cash and cash equivalents, restricted cash, trade and other payables, borrowings and lease
liabilities. The risks associated with the Group’s financial instruments include market risk, credit risk and liquidity risk. The
management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and
effective manner. The policies on how to mitigate these risks are set out below.
3.1 Financial risk factors
(a) Market risk
(i) Foreign exchange risk
Foreign exchange risk is the risk that the value of a financial instrument fluctuates because of the changes in foreign
exchange rates.
The Group is exposed to foreign exchange risk, primarily the USD. Foreign exchange risk arises from future commercial
transactions and recognized monetary assets and liabilities denominated in a currency that is not the functional currency of
the relevant group entities. The Group’s monetary assets and liabilities dominated in a currency that is not the functional
currency of the relevant group entities mainly consist of trade receivables, deposits and other receivables, restricted cash,
cash and cash equivalents, trade and other payables and accruals, borrowings and lease liabilities. The Group may experience
gains or losses as a result of any foreign currency exchange rate fluctuations in connection with monetary assets and
liabilities.
The impact of exchange fluctuations of foreign currencies were not significant as at December 31, 2020, 2021 and 2022 and
June 30, 2023. During the Track Record Period, the Group has not entered into any derivative instruments to hedge its
foreign exchange exposures.
(ii) Cash flow and fair value interest rate risk
The Group’s interest rate risk primarily arose from borrowings with floating and fixed interest rates.
APPENDIX I ACCOUNTANT’S REPORT
– I-25 –


--- page 601 ---
The exposure of the Group’s borrowings to interest rate changes and the contractual re-pricing dates of the borrowings at
the end of the reporting period were as follows:
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Floating rate borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100,740 106,538 298,193 501,765
Fixed rate borrowings — repricing or
maturity dates:
Less than 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100475,476 651,866 324,469 432,641
576,216 758,404 622,662 934,406
If the interest rate of borrowings with floating rate had been 5% higher/lower, the loss before income tax for the Track
Record Period would have been RMB486,000, RMB145,000 and RMB714,000 and RMB741,000 higher/lower respectively.
The cash flow and fair value interest rate risk arises from other interest-bearing financial assets and liabilities is not
significant for the Group.
(b) Credit risk
The Group is exposed to credit risk primarily in relation to its bank balances (representing cash in financial institutions
included in restricted cash, cash and cash equivalents), trade receivables, deposits and other receivables. The carrying
amounts of these financial assets represent the Group’s maximum exposure to credit risk in relation to these financial assets.
(i) Credit risk management
Credit risk is managed on a group basis.
To manage risk arising from bank balances, the Group mainly transacts with state-owned or reputable financial institutions
in Mainland China and reputable oversea financial institutions. There has been no recent history of default in relation to those
financial institutions.
To manage risk arising from trade receivables, the Group has policies in place to ensure that credit terms are made to
counterparties with an appropriate credit history and the management performs ongoing credit evaluations of its
counterparties. The credit period granted to debtors is usually no more than 12 months and the credit quality of these debtors
is assessed by taking into account their financial positions, past experience and forward-looking factors.
For deposits and other receivables, management makes periodic collective assessment on the recoverability based on
historical settlement records and past experiences, as well as forward-looking factors.
(ii) Impairment policies
The Group formulates the credit losses of financial assets using expected credit loss models according to HKFRS 9
requirements. Net impairment losses on financial assets are presented within operating profit or loss. Subsequent recoveries
of amounts previously written off are credited against the same line item.
Bank balances
Bank balances are subject to the impairment requirements of HKFRS 9, the identified impairment losses were immaterial
as at December 31, 2020, 2021 and 2022 and June 30, 2023.
Trade receivables
The Group applies the HKFRS 9 simplified approach to measure ECL, which uses a lifetime expected loss allowance for
trade receivables.
To measure the expected credit losses, trade receivables have been grouped based on their shared credit risk characteristics
and the days past due.
The historical loss rates are determined by reference to the credit rating analysis of respective debtors and external data or
based on the payment profiles of sales over a period before the respective period ends and the corresponding historical credit
losses experienced within these periods.
Indicators of insolvencies include, amongst others, the failure of a debtor engage in a repayment plan with the Group, and
a failure to make contractual payments. Trade receivables with known insolvencies are assessed individually for impairment
allowances while those without known insolvencies are assessed on a collective basis based on shared credit risk
characteristics. Trade receivables are written off where there is no reasonable expectation of recovery. Indicators that there
is no reasonable expectation of recovery due to insolvencies.
The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting
the ability of the debtors to settle the receivables. The Group has identified the gross domestic product, consumer price index,
producer price index of the countries in which it sells its goods and services and the money supply growth rate to be the
most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.
APPENDIX I ACCOUNTANT’S REPORT
– I-26 –


--- page 602 ---
Deposits and other receivables
3-stages general approach ECL model has been applied for deposits and other receivables. The Group assesses whether their
credit risk has increased significantly since their initial recognition and applies a 3-stages impairment model to calculate
their impairment allowance and recognize their ECL. A summary of the assumptions underpinning the Group’s ECL model
is as follows:
Internal credit rating Group’s definition of internal credit rating Basis for recognition of ECL provision
Performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Debtors have a low risk of default and a
strong capacity to meet contractual cash
flows
12 months expected losses. Where the
expected lifetime of an asset is less than 12
months, expected losses are measured at its
expected lifetime
Underperforming /H1100/H1100/H1100/H1100/H1100Receivables for which there is a significant
increase in credit risk; as significant increase
in credit risk is presumed if interest and/or
principal repayments are past due
Lifetime expected losses
Non-performing /H1100/H1100/H1100/H1100/H1100/H1100Either interest and/or principal repayments
are over 365 days past due and it becomes
probable a debtor will enter bankruptcy
Lifetime expected losses
Write-off /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Interest and/or principal repayments are over
365 days past due and there is no reasonable
expectation of recovery
Asset is written off
The Group considers the credit risk characteristics of different financial instruments when determining if there is significant
increase in credit risk. For financial instruments without or with significant increase in credit risk, 12-month or lifetime ECL
are provided respectively. The ECL is the result of discounting the product of exposure at default, probabilities of default
and loss given default and are adjusted to reflect current and forward-looking information on macroeconomic factors
affecting the ability of the counterparties to settle the receivables.
Under HKFRS 9, when considering the impairment stages for financial assets, the Group evaluates the credit risk at initial
recognition and also whether there is any significant increase in credit risk for each reporting period. The Group set
quantitative and qualitative criteria to assess whether there has been a significant increase in credit risk (“SICR”) after initial
recognition. The judgement criteria mainly includes the probabilities of default changes of the debtors, changes of credit risk
categories and other indicators of SICR, etc..
To assess whether there is a significant increase in credit risk, the Group also compares risk of a default occurring on the
assets as of the reporting date with the risk of default as of the date of initial recognition. Especially the following indicators
are incorporated:
 external credit rating;
 actual or expected significant adverse changes in business, financial economic conditions that are expected to cause
a significant change to the third party debtor’s ability to meet its obligations;
 actual or expected significant changes in the operating results of the debtors;
 significant changes in the expected performance and behavior of the debtors, including changes in the payment status
of debtor.
The credit impairment of financial assets may be caused by the joint effects of multiple events, and may not be caused by
separately identifiable event.
The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting
the ability of the debtors to settle the receivables. The Group has identified the gross domestic product, consumer price index,
producer price index of the countries in which it sells its goods and services and the money supply growth rate to be the
most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.
APPENDIX I ACCOUNTANT’S REPORT
– I-27 –


--- page 603 ---
(iii) Impairment assessment
The net impairment losses on financial assets of the Group were as follow:
Y ear ended December 31, Six months ended June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,154 7,012 39,803 5,861 7,979
Deposits and other receivables
— Performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(53) 346 59 (9) 72
— Non-performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,966 — 6,524 4,000 602
40,067 7,358 46,386 9,852 8,653
The loss allowance was determined as follows for trade receivables:
The Group
Collective basis Individual basis Total
As at December 31, 2020
Expected loss rates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.06% 58.68% 24.16%
Gross carrying amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100109,868 70,321 180,189
Loss allowance (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,268 41,262 43,530
As at December 31, 2021
Expected loss rates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.35% 59.90% 12.07%
Gross carrying amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100347,937 70,730 418,667
Loss allowance (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,175 42,367 50,542
As at December 31, 2022
Expected loss rates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.31% 81.68% 11.92%
Gross carrying amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100660,614 91,068 751,682
Loss allowance (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,241 74,388 89,629
As at June 30, 2023
Expected loss rates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.34% 72.35% 12.84%
Gross carrying amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100645,942 113,976 759,918
Loss allowance (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,142 82,466 97,608
The Company
Collective basis Individual basis Total
As at December 31, 2020
Expected loss rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.95% 74.78% 4.48%
Gross carrying amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100597,693 21,453 619,146
Loss allowance (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,683 16,042 27,725
As at December 31, 2021
Expected loss rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.40% 100.00% 4.55%
Gross carrying amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100714,848 16,073 730,921
Loss allowance (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,164 16,073 33,237
As at December 31, 2022
Expected loss rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.11% 100.00% 14.92%
Gross carrying amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100330,937 49,820 380,757
Loss allowance (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,985 49,820 56,805
APPENDIX I ACCOUNTANT’S REPORT
– I-28 –


--- page 604 ---
Collective basis Individual basis Total
As at June 30, 2023
Expected loss rates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003.09% 86.92% 18.27%
Gross carrying amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100264,232 58,415 322,647
Loss allowance (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,172 50,775 58,947
The movements of loss allowance for trade receivables were as follows:
The Group
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
At the beginning of the year/
period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,137 43,530 50,542 50,542 89,629
Loss allowance recognized /H1100/H1100/H1100/H1100/H1100/H1100/H110030,154 7,012 39,803 5,861 7,979
Write-offs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,761) — (716) — —
At the end of the year/period /H1100/H1100/H1100/H110043,530 50,542 89,629 56,403 97,608
The Company
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
At the beginning of the year/
period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,589 27,725 33,237 33,237 56,805
Loss allowance
recognized/(reversed) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,185 5,512 23,768 (8,922) 2,142
Write-offs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(49) — (200) — —
At the end of the year/period /H1100/H1100/H1100/H110027,725 33,237 56,805 24,315 58,947
The impairment provision of deposits and other receivables were determined as follows:
The Group
Average
expected credit
loss rates Gross amounts
Impairment
provision
Carrying
amount
(net of
impairment
provision)
RMB’000 RMB’000 RMB’000
As at December 31, 2020
Performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.37% 16,478 (225) 16,253
Non-performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.00% 9,966 (9,966) —
26,444 (10,191) 16,253
As at December 31, 2021
Performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.07% 51,424 (549) 50,875
Non-performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.00% 9,966 (9,966) —
61,390 (10,515) 50,875
APPENDIX I ACCOUNTANT’S REPORT
– I-29 –


--- page 605 ---
Average
expected credit
loss rates Gross amounts
Impairment
provision
Carrying
amount
(net of
impairment
provision)
RMB’000 RMB’000 RMB’000
As at December 31, 2022
Performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.01% 50,956 (515) 50,441
Non-performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.00% 16,574 (16,574) —
67,530 (17,089) 50,441
As at June 30, 2023
Performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.65% 90,832 (587) 90,245
Non-performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.00% 17,176 (17,176) —
108,008 (17,763) 90,245
The Company
Average
expected credit
loss rate Gross amounts
Impairment
provision
Carrying
amount
(net of
impairment
provision)
RMB’000 RMB’000 RMB’000
As at December 31, 2020
Performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.34% 735,438 (9,849) 725,589
As at December 31, 2021
Performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.34% 679,204 (9,134) 670,070
As at December 31, 2022
Performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.71% 797,055 (13,593) 783,462
Non-performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.00% 5,223 (5,223) —
802,278 (18,816) 783,462
As at June 30, 2023
Performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.25% 800,012 (17,978) 782,034
Non-performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100.00% 5,248 (5,248) —
805,260 (23,226) 782,034
The movements of the loss allowance for deposits and other receivables were as follows:
The Group
Performing
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
At the beginning of the year/
period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100288 225 549 549 515
Loss allowance
(reversed)/recognized /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(53) 346 59 (9) 72
Write-offs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10) (22) (9) — —
Transfer to non-performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (84) — —
At the end of the year/period /H1100/H1100/H1100/H1100225 549 515 540 587
APPENDIX I ACCOUNTANT’S REPORT
– I-30 –


--- page 606 ---
Non-performing
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
At the beginning of the year/
period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 9,966 9,966 9,966 16,574
Loss allowance recognized /H1100/H1100/H1100/H1100/H1100/H1100/H11009,966 — 6,524 4,000 602
Transfer from performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100——8 4——
At the end of the year/period /H1100/H1100/H1100/H11009,966 9,966 16,574 13,966 17,176
The Company
Performing
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
At the beginning of the year/
period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,655 9,849 9,134 9,134 13,593
Loss allowance
recognized/(reversed) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,204 (715) 4,499 3,112 4,385
Write-offs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10) ————
Transfer to non-performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (40) — —
At the end of the year/period /H1100/H1100/H11009,849 9,134 13,593 12,246 17,978
Non-performing
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
At the beginning of the year/
period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100———— 5,223
Loss allowance recognized /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 5,183 4,000 25
Transfer from performing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100——4 0——
At the end of the year/period /H1100/H1100/H1100/H1100— — 5,223 4,000 5,248
APPENDIX I ACCOUNTANT’S REPORT
– I-31 –


--- page 607 ---
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of
funding through an adequate amount of committed loan facilities to meet obligations when due and to close out market
positions. To manage the liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed
adequate by the management to finance the Group’s operations. The amounts of the Group’s undrawn loan facilities as at
June 30, 2023 were RMB1,473,188,200.
The table below analyzes the Group’s financial liabilities into relevant maturity grouping based on the remaining period at
the end of each reporting period to the contractual maturity date. The amounts disclosed in the table were the contractual
undiscounted cash flows.
On demand or
less than 1 year
Between 1 and
2 years
Between 2 and
5 years
More than 5
years
Total
contractual
cash flows
Carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at December 31,
2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Trade payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100192,41 6——— 192,416 192,416
Other payables * /H1100/H1100/H1100/H1100/H1100/H1100221,17 0——— 221,170 221,170
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H110039,890 31,363 28,909 4,824 104,986 97,810
Borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100581,44 2——— 581,442 576,216
1,034,918 31,363 28,909 4,824 1,100,014 1,087,612
As at December 31,
2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Trade payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100362,47 9——— 362,479 362,479
Other payables * /H1100/H1100/H1100/H1100/H1100278,45 7——— 278,457 278,457
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H110044,770 26,827 18,082 2,717 92,396 86,930
Borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100670,689 7,948 38,333 101,631 818,601 758,404
1,356,395 34,775 56,415 104,348 1,551,933 1,486,270
As at December 31,
2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Trade payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100305,40 6——— 305,406 305,406
Other payables * /H1100/H1100/H1100/H1100/H1100/H1100337,89 3——— 337,893 337,893
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H110038,448 18,808 17,168 547 74,971 66,134
Borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100348,880 28,656 143,343 224,844 745,723 622,662
1,030,627 47,464 160,511 225,391 1,463,993 1,332,095
As at June 30, 2023 /H1100/H1100
Trade payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100324,76 5——— 324,765 324,765
Other payables * /H1100/H1100/H1100/H1100/H1100/H1100336,61 7——— 336,617 336,617
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H110034,389 20,253 15,815 149 70,606 67,123
Borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100482,464 56,153 269,769 324,435 1,132,821 934,406
1,178,235 76,406 285,584 324,584 1,864,809 1,662,911
* Excluding payables for employee benefit expenses, VAT and other taxes payables and provisions
3.2 Capital management
The Group’s objectives on managing capital are to safeguard the Group’s ability to continue as a going concern, to support
the sustainable growth of the Group in order to provide returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to enhance equity holders’ value in the long term.
In order to maintain or adjust the capital structure, the Group may issue ordinary shares or sell assets to reduce debt. The
Group monitors capital on the basis of gearing ratio. This ratio is calculated as net debts divided by total equity. Net debts
include borrowings and lease liabilities, less restricted cash and cash and cash equivalents. Total equity is calculated as
“equity” as shown in the consolidated statements of financial position.
APPENDIX I ACCOUNTANT’S REPORT
– I-32 –


--- page 608 ---
The calculation of net (cash)/debts and gearing ratio as at December 31, 2020, 2021 and 2022 and June 30, 2023 is as
follows:
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100576,216 758,404 622,662 934,406
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110097,810 86,930 66,134 67,123
Less: restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(114,189) (167,629) (48,181) (4,388)
Less: cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(621,754) (273,103) (145,398) (619,148)
Net (cash)/debts /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(61,917) 404,602 495,217 377,993
Total equity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,024,236 759,998 1,053,924 1,604,438
Gearing ratio /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A 53% 47% 24%
3.3 Fair value measurements of financial instruments
To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its
financial instruments into the three levels prescribed under the accounting standards.
The inputs of valuation techniques are categorized into three levels within a fair value hierarchy as follows:
 Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
 Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that
is, as prices) or indirectly (that is, derived from prices) (level 2); and
 Inputs for the asset or liability that are not based on observable market data (that is unobservable inputs) (level 3).
The Group’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as of the end of the reporting
period.
The fair value estimates of financial assets at FVPL are included in level 2, where the fair value has been determined based
on observable inputs other than quoted prices. The fair value estimations of financial assets at FVOCI are included in level
3, where the fair value has been determined based on unobservable inputs.
(a) V aluation techniques used to determine fair value
Specific valuation techniques used to value financial instruments include:
 The use of quoted market prices or dealer quotes for similar instruments;
 The discounted cash flow model and unobservable inputs mainly include assumptions of expected future cash flows
and discount rate;
 The transaction price of latest round financing, i.e. the prior transaction price or the third-party pricing information;
and
 A combination of observable and unobservable inputs, including risk-free rate, expected volatility, discount rate for
lack of marketability, market multiples, etc.
There were no changes in valuation techniques during the Track Record Period.
APPENDIX I ACCOUNTANT’S REPORT
– I-33 –


--- page 609 ---
(b) The following tables present the changes in the amount of level 2 and 3 financial instruments for the Track Record
Period.
Y ear ended December 31,
Six months ended
June 30,
Level 2 2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Financial assets at FVPL
— Investments in wealth
management products
At the beginning of the
year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100476 5,07 6———
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100305,00 0————
Acquisition of a subsidiary
(Note 36) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 28,931 — —
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(301,309) (5,105) (29,050) — —
Changes in fair value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100909 29 119 — —
At the end of the year/period /H1100/H1100/H1100/H1100/H11005,07 6————
Y ear ended December 31,
Six months ended
June 30,
Level 3 2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Financial assets at FVOCI
— Investments in unlisted entities
At the beginning of the
year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 4,000 3,973 3,973 5,573
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,000 11,00 0———
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (4,000) — — —
Changes in fair value /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (7,027) 1,600 491 (132)
At the end of the year/period /H1100/H1100/H1100/H1100/H11004,000 3,973 5,573 4,464 5,441
(c) V aluation inputs and relationships to fair value (level 3)
The fair value of investment in unlisted entities as at December 31, 2020 was mainly reference to the transaction price of
recent transactions.
The following table summarizes the quantitative information about the unobservable inputs used in level 3 fair value
measurements as at December 31, 2021 and 2022 and June 30, 2023:
Unobservable inputs As at December 31,
As at
June 30,
Relationship of
unobservable inputs
to fair value
2021 2022 2023
Investments in
unlisted entities /H1100/H1100/H1100/H1100/H1100/H1100
Business enterprise
value/book
multiple of
comparable
companies
2.14 4.01 3.77 The higher the
multiple, the higher
the fair value
Lack of marketability
discount rate
20.6% 20.6% 20.6% The higher discount
rate, the lower the
fair value
The impact to loss before income tax or total comprehensive loss for the Track Record Period would not be significant even
if the unobservable inputs used in fair value measurements had been 10% higher/lower.
There were no transfers between level 1, 2 and 3 of fair value hierarchy classifications during the Track Record Period.
The carrying amount of the Group’s other current financial assets, including restricted cash, cash and cash equivalents, trade
receivables, deposits and other receivables, and the Group’s financial liabilities, including short-term borrowings, short-term
lease liabilities, trade payables and other payables approximate their fair value due to their short maturities. The fair value
of other non-current financial assets and liabilities approximate their carrying value as the impact of discounting is not
significant.
APPENDIX I ACCOUNTANT’S REPORT
– I-34 –


--- page 610 ---
The management of the Group has engaged an independent valuation expert to perform the valuations of the financial assets
at FVOCI required for financial reporting purposes. Discussions of valuation processes and results are held between the
management and the valuation expert at each reporting period end, and the management of the Group:
 verifies all major inputs to the valuation report;
 assesses valuation movements when compared to the prior year valuation report;
 analyzes the reasons for change in fair value.
For investments in wealth management products, the management discussed with the manager and assessed the expected
returns of the investments to determine whether the fair value stated in the wealth management products statements at the
end of reporting period is appropriate.
4 Critical accounting estimates and judgements
The preparation of Historical Financial Information requires the use of accounting estimates which, by definition, will
seldom equal the actual results. Management also needs to exercise judgements in applying the Group’s accounting policies.
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including
expectations of future events that may have financial impact on the entity and that are believed to be reasonable under the
circumstances. The critical accounting estimates and judgements adopted by the Group during the Track Record Period are
as below:
4.1 Revenue from customer contracts with multiple performance obligations
Contracts with customers may include multiple performance obligations. For such arrangements, the Group allocates
transaction price to each performance obligation based on its relative standalone selling price. The Group generally
determines standalone selling prices based on the prices charged to customers when the Group sells it separately in similar
circumstances to similar customers. If the standalone selling price is not directly observable, it is estimated using expected
cost plus a margin or adjusted market assessment approach, depending on the availability of observable information.
Assumptions and estimations have been made in estimating the relative selling price of each distinct performance obligation,
and changes in judgements on these assumptions and estimates may impact the amount of revenue recognized.
4.2 NRV of inventories
The Group’s inventories are stated at the lower of cost and NRV . Management of the Group makes significant estimations
in determining the NRV of inventories.
In determining the NRV of inventories, the Group evaluates customers’ orders, prevailing market prices of finished goods,
estimated costs of completion of work in progress, estimated contract fulfillment costs and estimated costs necessary to make
the sale. If conditions which have impact on the NRV of inventories deteriorate, additional allowances for write-down may
be required.
4.3 Impairment of tangible non-current assets
Property, plant and equipment and right-of-use assets are reviewed for impairment whenever events or changes in
circumstances indicated that the carrying amounts may not be recoverable. The recoverable amounts have been determined
based on the higher of fair value less costs to sell and net present value of future cash flows which are estimated based upon
the continuing use of the assets.
Management judgement is required in the area of the impairment of tangible non-current assets, particularly in assessing:
(i) whether an event has occurred that may indicate that the relevant asset values may not be recoverable; (ii) whether the
carrying value of an asset can be supported by its recoverable amount; and (iii) the appropriate key assumptions applied in
preparing cash flow projections, including whether these cash flow projections are discounted using an appropriate discount
rate and growth rate to use in the calculation of the present value of the estimated future cash flows as appropriate.
Changes in relevant assumptions adopted by the Group to determine impairment may have material impact on the estimated
recoverable amount used in the impairment test, and cause changes in impairment of these tangible non-current assets of the
Group.
4.4 Impairment of goodwill
The Group tests annually whether goodwill has suffered any impairment in accordance with the accounting policy stated in
Note 2.6. In determining whether goodwill is impaired, the Group estimates the recoverable amount of CGU to which
goodwill has been allocated. The recoverable amount of a CGU is determined based on value-in-use (“VIU”) calculations
which require the use of assumptions, including growth rate, estimated gross margin and pre-tax discount rate. The VIU
calculations use cash flow projections based on financial budgets approved by management covering a five-year period. Cash
flows beyond the five-year period are extrapolated using estimated terminal growth rates.
Changes in relevant assumptions adopted by the Group may have material impact on the estimated recoverable amount used
in the impairment test, and cause changes in impairment of the goodwill of the Group.
APPENDIX I ACCOUNTANT’S REPORT
– I-35 –


--- page 611 ---
4.5 Measurement of ECL
The measurement of ECL for financial assets measured at amortized cost is an area that requires the use of complex models
and significant assumptions about future economic conditions and credit behavior. Explanation of the inputs, assumptions
and estimation techniques used in measuring ECL is further detailed in Note 3.1.
A number of judgements are required in applying the accounting requirements for measuring ECL, including the determining
criteria for SICR and choosing appropriate models and assumptions.
Changes in relevant assumptions adopted by the Group may impact the ECL recognized.
4.6 Share-based compensation expenses
Certain RSUs granted to the Group’s employees will only vest at the end of certain periods after a successful initial public
offering of the Company’s shares or on certain dates further detailed in Note 30. In order to determine the amount of
share-based compensation expenses over the vesting period, the Group is required to estimate the date of successful initial
public offering of the Company’s share and the number of grantees that will remain in employment with the Group by the
end of the vesting periods.
Changes in these estimates and assumptions could have a material effect on the determination of the timing and amount of
RSUs to vest, which may in turn significantly impact the amount of share-based compensation expenses for the respective
years/periods.
4.7 Current and deferred income taxes
The Group is subject to income taxes in various jurisdictions. Judgement is required in determining the provision for income
taxes in each of these jurisdictions. There are transactions and calculations during the ordinary course of business for which
the ultimate tax determination is uncertain. Where the final tax outcome of these matters is different from the amounts that
were initially recorded, such differences will impact the income tax and deferred income tax provisions in the period in
which such determination is made.
Deferred income tax assets are recognized for temporary differences to the extent it is probable that future taxable profits
will be available against which deductible temporary differences and the unused tax losses can be utilized, based on all
available evidence. Recognition primarily involves judgement regarding the future financial performance of the particular
legal entity or tax in which the deferred income tax asset has been recognized. A variety of other factors are also evaluated
in considering whether there is convincing evidence that it is probable that some portion or all of the deferred income tax
assets will ultimately be realized, such as the existence of taxable temporary differences, group relief, tax planning strategies
and the periods in which estimated tax losses can be utilized. The carrying amount of deferred income tax assets and related
financial models and budgets are reviewed at each date of statements of financial position and to the extent that there is
insufficient convincing evidence that sufficient taxable profits will be available within the utilization periods to allow
utilization of the carry forward tax losses, the deferred income tax asset balance will be reduced and the difference charged
to the consolidated income statements.
Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will
impact the income tax provisions and deferred income tax assets and liabilities in the period in which such determination
is made.
5 Segment information
HKFRS 8 “Operating Segments” requires operating segments to be identified on the basis of internal reports about
components of the Group that are regularly reviewed by the CODM for the purpose of allocating resources to segments and
assessing their performance. All operating segments identified by the CODM have been aggregated in arriving at the
reportable segments of the Group.
During the Track Record Period, the Group has been focusing on sale of products and provision of ancillary services, which
were usually provided to customers together with the products, and accounted for over 90% of total revenue of the Group.
Accordingly, the management considers that the Group is operated and managed as one single operating segment.
The CODM managed the Group through business nature, instead of geography. No segment assets and liabilities are
presented as they were not provided to the CODM for the purpose of resource allocation and performance assessment. More
than 90% of the carrying value of the Group’s non-current assets, excluding financial instruments and deferred income tax
assets, are situated in Mainland China.
APPENDIX I ACCOUNTANT’S REPORT
– I-36 –


--- page 612 ---
6 Revenue
The revenue of the Group comprises the following:
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue from contracts with
customers
Recognized at a point in time
— Sales of products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100635,262 705,793 910,778 232,447 224,865
Recognized over time
— Provision of ancillary
services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100104,964 111,437 97,494 51,076 36,274
740,226 817,230 1,008,272 283,523 261,139
(a) Information of the major customers which individually contributed more than 10% of the total revenue of the Group
for the Track Record Period is as below:
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
(Unaudited)
Number of major customers /H1100/H1100/H1100/H1100/H1100/H110021231
Total revenue from major
customers (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100404,122 175,005 527,825 145,092 71,425
(b) Revenue by geographical locations
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Mainland China /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100682,825 753,853 877,267 235,081 191,365
Outside Mainland China /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110057,401 63,377 131,005 48,442 69,774
740,226 817,230 1,008,272 283,523 261,139
The revenue derived from individual geographical region outside Mainland China was less than 10% of the Group’s total
revenue during the Track Record Period.
(c) Liabilities related to contracts with customers
As at
January 1, As at December 31,
As at
June 30,
2020 2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,182 91,063 144,151 84,509 127,085
APPENDIX I ACCOUNTANT’S REPORT
– I-37 –


--- page 613 ---
(d) Revenue recognized in relation to contract liabilities
The following table shows the revenue recognized during the Track Record Period relates to carried-forward contract
liabilities.
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue recognized that was
included in the balance of
contract liabilities at the
beginning of the year/period /H1100/H1100/H1100/H110013,091 91,031 96,238 44,793 25,343
(e) Unsatisfied long-term performance obligations
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Aggregate amount of the transaction price
allocated to long-term contracts that
were partially or fully unsatisfied /H1100/H1100/H1100/H1100/H1100/H1100151,199 89,787 76,855 59,457
Management expects that 53%, 67% and 48% and 66% of the transaction price allocated to unsatisfied performance
obligations as at December 31, 2020, 2021 and 2022 and June 30, 2023 respectively will be recognized as revenue during
the next reporting period and the remaining 47%, 33% and 52% and 34% will be recognized over one year as at December 31,
2020, 2021 and 2022 and June 30, 2023, respectively. The amounts disclosed above do not include variable consideration
which is constrained.
(f) Assets recognized for costs to fulfill contracts
In addition to the contract liabilities balances disclosed above, the Group has also recognized an asset in relation to costs
to fulfill contracts. This is presented within inventories as contract fulfillment costs in the consolidated statements of
financial position (Note 24).
7 Expenses by nature
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Changes in finished goods,
work in progress and contract
fulfillment costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100144,081 90,596 99,332 23,791 (66,447)
Raw materials and consumables
used /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110092,288 283,793 378,425 119,220 203,608
Net write-down of inventories
(Note 24) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,580 1,203 70,618 38,862 1,999
Subcontracting expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110080,301 105,798 63,811 37,600 6,943
Installation costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,979 10,249 12,041 550 4,103
Employee benefit expenses
(Note 10) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100698,122 881,819 862,804 428,148 466,258
Share-based payments to facilitate
acquisition of a subsidiary
(Note 30(b)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 91,999 — —
Outsourcing labor costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,643 16,773 21,705 8,248 20,781
Depreciation and amortization /H1100/H1100/H1100/H110079,124 99,705 90,043 47,829 42,922
Advertising and promotion
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110078,705 63,435 50,784 21,374 28,202
Professional service fees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,282 30,956 5,623 4,045 3,454
Office expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,195 31,689 22,992 9,102 11,218
APPENDIX I ACCOUNTANT’S REPORT
– I-38 –


--- page 614 ---
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Software tools and consumables /H1100/H1100/H110019,104 27,948 16,913 7,509 7,693
Marketing, conferences and
travelling expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039,657 51,831 46,912 16,621 24,711
Transportation expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,073 16,854 20,783 8,074 14,617
Taxes and surcharges /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,296 11,290 3,083 139 3,013
Warehousing and storage
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,854 10,419 9,829 3,976 6,351
Commission expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,498 3,903 10,346 2,508 8,542
Auditors’ remuneration /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
— Audit services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100224 540 183 55 194
— Non-audit services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110074 247 157 57 27
Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 944 — 1,549
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,533 22,807 22,286 6,009 10,499
Total cost of sales, selling and
marketing expenses, general and
administrative expenses and
research and development
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,363,613 1,761,855 1,901,613 783,717 800,237
No research and development expenses had been capitalized during the Track Record Period.
8 Other income and expenses, net
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Government grants (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,218 59,511 26,584 16,779 11,247
V A T and other tax refunds /H1100/H1100/H1100/H1100/H1100/H1100/H110019,270 16,298 7,052 — 1,684
Return of V A T refunded (b) /H1100/H1100/H1100/H1100/H1100/H1100— — (24,196) (24,196) —
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100232 204 27 11 160
85,720 76,013 9,467 (7,406) 13,091
(a) Government grants consisted of grants relating to income and grants relating to assets. The government grants relating
to income mainly included government funding for patent of invention and several government-sponsored projects
focusing on the research and development of advanced technologies, government refund for social security costs and
loans forgiveness which resulted from government subsidy that the local government repaid the borrowings on behalf
of the Group during the period of a global outbreak of Omicron (COVID-19). Certain government grants relating to
income were deferred and recognized in the profit or loss over the period necessary to match them with the costs that
they were intended to compensate.
(b) Before April 2022, the Group enjoyed the value-added tax refunds policy of “immediate refund upon collection” ( у
ᅄуৗ) under which, part of the output V A T was refunded by the tax authorities and the Group received a total V A T
refunds of RMB24,196,000 that was recorded as other income-V A T and other tax refunds. From April 2022, according
to the Announcement on Further Enhancing the Implementation of the End-of-Period V alue-Added Tax Refund Policy
(ʮѓ), promulgated by the Ministry of Finance and the
State Administration of Taxation on March 21, 2022, the Group is entitled to apply for the refunds of input V A T which
has been recognized as “Recoverable V A T and other taxes” under the item of “ Prepayments, deposits and other
receivables”. As requested by relevant tax authorities, in order to apply for the refunds of input V A T, the Group has
to return the previous refunded V A T of RMB24,196,000 to relevant tax authorities during the year ended
December 31, 2022.
APPENDIX I ACCOUNTANT’S REPORT
– I-39 –


--- page 615 ---
9 Other losses and gains, net
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Net foreign exchange losses/
(gains) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,091 6,308 (22,835) (12,641) (8,016)
Loss/(gain) on disposals of
right-of-use assets (Note 37(c)) /H1100/H1100 — — 14,753 — (2,136)
Loss on deemed disposal of
investment in a joint venture
(Note 36(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 28,131 — —
Gain on early termination
of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (2,192) (1,833) (1,390)
Net loss on disposals of property,
plant and equipment
(Note 37(b)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100651 276 5,276 327 4,425
Loss related to disposal of assets
classified as held for sale /H1100/H1100/H1100/H1100/H1100/H1100———— 14,560
Changes in fair value of
the financial assets at FVPL
(Note 3.3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(909) (29) (119) — —
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100————6 3
17,833 6,555 23,014 (14,147) 7,506
10 Employee benefit expenses
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, wages and bonuses /H1100/H1100/H1100/H1100/H1100/H1100538,962 595,858 519,926 239,612 222,280
Pension costs — defined
contribution plans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,211 52,928 52,808 26,030 26,200
Other social security costs and
housing benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,664 57,744 57,761 28,630 28,689
Other employee benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,795 18,893 27,922 18,960 9,623
Share-based compensation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064,490 156,396 204,387 114,916 179,466
698,122 881,819 862,804 428,148 466,258
Less: capitalization in
inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(24,010) (15,645) (34,831) (7,600) (19,061)
674,112 866,174 827,973 420,548 447,197
(a) Pension costs — defined contribution plans
Companies in the PRC are required to participate in defined contribution retirement schemes administrated by the local
municipal governments. The Group contribute funds which are calculated based on certain percentage of the employee
monthly salary as required by the PRC local municipal governments to the schemes to fund the retirement benefits of the
employees. The principal obligation of the Group with respect to the retirement benefit schemes is to make the required
contributions under the schemes.
Other than the monthly contributions, the Group has no further obligation for the payment of retirement and other
post-retirement benefits of its employees. The Group was not entitled to any forfeited contributions to reduce the Group’s
future contributions during the Track Record Period.
APPENDIX I ACCOUNTANT’S REPORT
– I-40 –


--- page 616 ---
(b) Five highest paid individuals
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
(Unaudited)
Number of director and
supervisors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 —122
Number of other individuals /H1100/H1100/H1100/H1100/H110025433
55555
No payment as inducement fee to join or upon joining the Group or compensation for loss of office was paid or payable to
any of these individuals for the Track Record Period.
The emoluments of directors and supervisors who are also five highest paid individuals were reflected in the analysis shown
in Note 10(c). The emoluments of other five highest paid individuals that are not directors nor supervisors were as follows:
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, wages, and bonuses /H1100/H1100/H1100/H1100/H11003,421 15,919 8,113 2,548 13,775
Pension costs — defined
contribution plans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052 224 285 89 66
Other social security costs and
housing benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110093 186 191 67 107
Share-based compensation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,085 40,484 72,929 53,011 15,841
12,651 56,813 81,518 55,715 29,789
The emoluments fell within the following bands:
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
(Unaudited)
Emoluments bands:
HKD3,000,001 to HKD3,500,000 /H1100/H1100/H1100/H1100/H1100/H11001————
HKD4,500,001 to HKD5,000,000 /H1100/H1100/H1100/H1100/H1100/H1100———— 1
HKD9,000,001 to HKD9,500,000 /H1100/H1100/H1100/H1100/H1100/H1100— 1———
HKD9,500,001 to HKD10,000,000 /H1100/H1100/H1100/H1100/H1100— 1———
HKD10,500,001 to HKD11,000,000 /H1100/H1100/H1100/H1100/H11001— 1——
HKD11,000,001 to HKD11,500,000 /H1100/H1100/H1100/H1100——— 1—
HKD11,500,001 to HKD12,000,000 /H1100/H1100/H1100/H1100/H1100— 1———
HKD13,000,001 to HKD13,500,000 /H1100/H1100/H1100/H1100———— 1
HKD13,500,001 to HKD14,000,000 /H1100/H1100/H1100/H1100— 1———
HKD15,500,001 to HKD16,000,000 /H1100/H1100/H1100/H1100———— 1
HKD19,000,001 to HKD19,500,000 /H1100/H1100/H1100/H1100—— 1——
HKD23,500,001 to HKD24,000,000 /H1100/H1100/H1100/H1100— 1———
HKD27,000,001 to HKD27,500,000 /H1100/H1100/H1100/H1100—— 1——
HKD27,500,001 to HKD28,000,000 /H1100/H1100/H1100/H1100——— 1—
HKD28,000,001 to HKD28,500,000 /H1100/H1100/H1100/H1100——— 1—
HKD35,000,001 to HKD35,500,000 /H1100/H1100/H1100/H1100—— 1——
25433
APPENDIX I ACCOUNTANT’S REPORT
– I-41 –


--- page 617 ---
(c) Directors’ and supervisor’s emoluments
Remuneration of each director and supervisor is set out below:
For the year ended December 31, 2020
Director’s
fee
Salaries,
wages and
bonus
Pension cost-
defined
contribution
plan
Other social
security costs
and housing
benefits
Share-based
compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Directors:
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 660 24 46 186 916
Mr. Xiong Y oujun /H1100/H1100/H1100/H1100/H1100— 889 25 46 2,099 3,059
Ms. Wang Lin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 490 26 46 2,344 2,906
Mr. Liu Ming /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 846 25 46 2,438 3,355
Mr. Xia Zuoquan /H1100/H1100/H1100/H1100/H1100/H1100—— — — ——
Mr. Zhou Zhifeng /H1100/H1100/H1100/H1100/H1100—— — — ——
Mr. Hao Baoyu /H1100/H1100/H1100/H1100/H1100/H1100/H1100— 475 7 17 321 820
Mr. Zhao Jie /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100106 — — — — 106
Mr. Xiong Chuxiong /H1100/H1100/H1100106 — — — — 106
Mr. Lv Shousheng /H1100/H1100/H1100/H1100/H110066 — — — — 66
Mr. Chen Wei /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040 — — — — 40
Supervisors:
Mr. Deng Feng /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 1,152 26 46 1,639 2,863
Mr. Ben Cangsang /H1100/H1100/H1100/H1100/H1100— 536 21 39 — 596
Ms. Wang Xingru /H1100/H1100/H1100/H1100/H1100— 464 3 29 46 542
318 5,512 157 315 9,073 15,375
For the year ended December 31, 2021
Director’s
fee
Salaries,
wages and
bonus
Pension cost-
defined
contribution
plan
Other social
security costs
and housing
benefits
Share-based
compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Directors:
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 660 36 55 5,585 6,336
Mr. Xiong Y oujun /H1100/H1100/H1100/H1100/H1100— 1,436 39 55 2,330 3,860
Ms. Wang Lin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 420 39 55 2,603 3,117
Mr. Liu Ming /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 783 39 55 2,633 3,510
Mr. Xia Zuoquan /H1100/H1100/H1100/H1100/H1100/H1100—— — — ——
Mr. Zhou Zhifeng /H1100/H1100/H1100/H1100/H1100—— — — ——
Mr. Zhao Jie /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100106 — — — — 106
Mr. Xiong Chuxiong /H1100/H1100/H1100106 — — — — 106
Mr. Lv Shousheng /H1100/H1100/H1100/H1100/H1100106 — — — — 106
Supervisors:
Mr. Deng Feng /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 783 39 55 3,051 3,928
Mr. Ben Cangsang /H1100/H1100/H1100/H1100/H1100— 552 36 55 297 940
Ms. Wang Xingru /H1100/H1100/H1100/H1100/H1100— 444 — 30 138 612
318 5,078 228 360 16,637 22,621
APPENDIX I ACCOUNTANT’S REPORT
– I-42 –


--- page 618 ---
For the year ended December 31, 2022
Director’s
fee
Salaries,
wages and
bonus
Pension cost-
defined
contribution
plan
Other social
security costs
and housing
benefits
Share-based
compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Directors:
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 743 103 137 274 1,257
Mr. Xiong Y oujun /H1100/H1100/H1100/H1100/H1100— 1,113 43 66 8,214 9,436
Ms. Wang Lin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 473 106 133 9,174 9,886
Mr. Liu Ming /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 869 43 66 7,239 8,217
Mr. Xia Zuoquan /H1100/H1100/H1100/H1100/H1100/H1100—— — — ——
Mr. Zhou Zhifeng /H1100/H1100/H1100/H1100/H1100—— — — ——
Mr. Chen Qiang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100—— — — ——
Mr. Zhao Jie /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100106 — — — — 106
Ms. Chen Danxia /H1100/H1100/H1100/H1100/H1100/H110054 — — — — 54
Mr. Xiong Chuxiong /H1100/H1100/H1100106 — — — — 106
Mr. Poon Fuk Chuen /H1100/H1100/H110010 — — — — 10
Mr. Lv Shousheng /H1100/H1100/H1100/H1100/H1100/H110052 — — — — 52
Supervisors:
Mr. Deng Feng /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 1,308 43 66 3,955 5,372
Mr. Ben Cangsang /H1100/H1100/H1100/H1100/H1100— 650 40 66 769 1,525
Ms. Wang Xingru /H1100/H1100/H1100/H1100/H1100— 506 — 18 237 761
328 5,662 378 552 29,862 36,782
For the six months ended June 30, 2023
Director’s
fee
Salaries,
wages and
bonus
Pension cost-
defined
contribution
plan
Other social
security costs
and housing
benefits
Share-based
compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Directors:
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 330 54 72 21,612 22,068
Mr. Xiong Y oujun /H1100/H1100/H1100/H1100/H1100— 509 22 35 3,189 3,755
Ms. Wang Lin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 210 55 68 3,562 3,895
Mr. Liu Ming /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 414 22 36 3,167 3,639
Mr. Xia Zuoquan /H1100/H1100/H1100/H1100/H1100/H1100—— — — ——
Mr. Zhou Zhifeng /H1100/H1100/H1100/H1100/H1100—— — — ——
Mr. Chen Qiang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100—— — — ——
Mr. Zhao Jie /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110053 — — — — 53
Ms. Chen Danxia /H1100/H1100/H1100/H1100/H1100/H11003— — — — 3
Mr. Xiong Chuxiong /H1100/H1100/H110053 — — — — 53
Mr. Poon Fuk Chuen /H1100/H1100/H110053 — — — — 53
Mr. Leung Wai Man,
Roger /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110038 — — — — 38
Supervisors:
Mr. Deng Feng /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 401 22 35 4,199 4,657
Mr. Ben Cangsang /H1100/H1100/H1100/H1100/H1100— 291 21 35 584 931
Ms. Wang Xingru /H1100/H1100/H1100/H1100/H1100— 229 — — 217 446
200 2,384 196 281 36,530 39,591
APPENDIX I ACCOUNTANT’S REPORT
– I-43 –


--- page 619 ---
For the six months ended June 30, 2022 (Unaudited)
Director’s
fee
Salaries,
wages and
bonus
Pension cost-
defined
contribution
plan
Other social
security costs
and housing
benefits
Share-based
compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Directors:
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 330 49 65 239 683
Mr. Xiong Y oujun /H1100/H1100/H1100/H1100/H1100— 509 21 31 6,465 7,026
Ms. Wang Lin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 210 50 65 7,221 7,546
Mr. Liu Ming /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 415 21 31 5,486 5,953
Mr. Xia Zuoquan /H1100/H1100/H1100/H1100/H1100/H1100—— — — ——
Mr. Zhou Zhifeng /H1100/H1100/H1100/H1100/H1100—— — — ——
Mr. Zhao Jie /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110053 — — — — 53
Ms. Chen Danxia /H1100/H1100/H1100/H1100/H1100/H11001— — — — 1
Mr. Xiong Chuxiong /H1100/H1100/H110053 — — — — 53
Mr. Lv Shousheng /H1100/H1100/H1100/H1100/H1100/H110052 — — — — 52
Supervisors:
Mr. Deng Feng /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 481 21 31 1,436 1,969
Mr. Ben Cangsang /H1100/H1100/H1100/H1100/H1100— 292 19 31 292 634
Ms. Wang Xingru /H1100/H1100/H1100/H1100/H1100— 229 — 16 87 332
159 2,466 181 270 21,226 24,302
(i) Mr. Zhou Jian was appointed as director in March 2012 and re-designated as executive director in December 2022.
(ii) Mr. Xiong Y oujun was appointed as director in June 2020 and re-designated as executive director in December 2022.
(iii) Ms. Wang Lin was appointed as director in March 2016 and re-designated as executive director in December 2022.
(iv) Mr. Liu Ming was appointed as shareholder representative supervisor in March 2019 and resigned in March 2020.
Then Mr. Liu Ming was appointed as director in March 2020 and re-designated as executive director in December
2022.
(v) Mr. Xia Zuoquan was appointed as director in August 2015 and re-designated as non-executive director in December
2022.
(vi) Mr. Zhou Zhifeng was appointed as director in August 2015 and re-designated as non-executive director in December
2022.
(vii) Mr. Chen Qiang was appointed as director in November 2022 and re-designated as non-executive director in
December 2022.
(viii) Mr. Hao Baoyu was appointed as director in March 2019 and resigned in May 2020.
(ix) Mr. Zhao Jie was appointed as independent director in March 2019 and re-designated as independent non-executive
director in December 2022.
(x) Ms. Chen Danxia was appointed as independent director in June 2022 and re-designated as independent non-executive
director in December 2022. Ms. Chen Danxia resigned as independent non-executive director in January 2023.
(xi) Mr. Xiong Chuxiong was appointed as independent director in March 2019 and re-designated as independent
non-executive director in December 2022.
(xii) Mr. Poon Fuk Chuen was appointed as independent director in November 2022 and re-designated as independent
non-executive director in December 2022.
(xiii) Mr. Chen Wei was appointed as independent director in March 2019 and resigned in May 2020.
(xiv) Mr. Lv Shousheng was appointed as independent director in May 2020 and resigned in June 2022.
(xv) Mr. Deng Feng was appointed as shareholder representative supervisor in March 2019.
(xvi) Mr. Ben Cangsang was appointed as shareholder representative supervisor in March 2020.
(xvii) Ms. Wang Xingru was appointed as employee representative supervisor in March 2019.
(xviii) Mr. Leung Wai Man, Roger was appointed as independent non-executive director in February 2023.
APPENDIX I ACCOUNTANT’S REPORT
– I-44 –


--- page 620 ---
(d) Directors’ and supervisors’ other benefits
No retirement and termination benefits were paid to the directors and supervisors of the Company by the Group in respect
of their services as director or supervisor of the Company or other services in connection with the management of the affairs
of the Group during the Track Record Period.
No consideration provided to third parties for making available directors’ and supervisors’ services subsisted at the end of
each reporting period or at any time during the Track Record Period.
There were no loans, quasi-loans or other dealings entered into in favor of directors and supervisors, controlled bodies
corporate by and connected entities with such directors and supervisors during the Track Record Period.
Save as disclosed in Note 41, there were no significant transactions, arrangements and contracts in relation to the Group’s
business to which the Company was a party and in which the directors or the supervisors of the Company had a material
interest, whether directly or indirectly, subsisted during the Track Record Period.
11 Finance costs, net
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Finance income
— Interest income from bank deposits /H1100/H1100/H1100/H1100/H1100/H1100/H110012,715 12,703 3,628 2,525 3,369
Finance costs
— Interest expenses on lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,969) (4,245) (3,185) (1,580) (1,405)
— Interest expenses on borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(49,853) (29,811) (38,688) (21,894) (25,311)
— Interest expenses on advances from ultimate
controlling shareholder /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(592) — — — —
— Net exchange losses/(gains) on borrowings /H1100 5,798 1,672 (2,286) (2,285) —
— Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(488) (5) (13) (11) (5)
(49,104) (32,389) (44,172) (25,770) (26,721)
Less: amount capitalized /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 1,834 17,438 8,036 17,893
Total finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(49,104) (30,555) (26,734) (17,734) (8,828)
Finance costs, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(36,389) (17,852) (23,106) (15,209) (5,459)
Finance costs capitalized for construction in progress at interest rate per annum as follows:
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
(Unaudited)
Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006.84% 6.84% 5.38% 5.70% 5.92%
12 Income tax expense
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,504 16,558 16,509 420 292
APPENDIX I ACCOUNTANT’S REPORT
– I-45 –


--- page 621 ---
The tax on the Group’s loss before income tax differs from the theoretical amount that would arise using the tax rate of 25%
for the Track Record Period. The differences are analyzed as follows:
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Loss before income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(675,495) (900,961) (970,859) (514,738) (547,625)
Tax calculated at the tax rate of 25% /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,874) (225,240) (242,715) (128,685) (136,906)
Effects of share of results of investments
accounted for using the equity method /H1100/H1100/H1100/H1100/H110010,885 146 (1,380) (944) —
Expenses not deductible for tax purpose (b) /H1100/H1100/H11004,973 5,170 5,925 2,400 2,133
Additional deduction for research and
development expenses (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(63,576) (79,336) (73,549) (40,426) (38,098)
Effects of different tax rates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110077,987 90,936 92,816 50,416 48,697
Share-based compensation expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,122 39,099 51,097 28,729 44,867
Utilization of temporary differences not
previously recognized /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,753) (22,108) (15,293) — (18,352)
Utilization of tax losses not previously
recognized /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,989) (5,578) (5,656) (2,371) (1,730)
Temporary differences for which no deferred
income tax assets were recognized /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,411 36,868 30,789 776 4,741
Tax losses for which no deferred income tax
assets were recognized /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100139,318 176,601 174,475 90,525 94,940
Income tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,504 16,558 16,509 420 292
(a) PRC corporate income tax (“CIT”)
CIT provision was made on the estimated assessable profits of entities within the Group incorporated in PRC and was
calculated in accordance with the relevant regulations of the PRC, after considering the available tax benefits from refunds
and allowances. The general CIT rate in the PRC is 25% for the Track Record Period.
The Company and certain subsidiaries have been granted or in the process of application for the qualification as “High and
New Technology Enterprise”, “Encouraged Software Enterprise” or “Catalogue of Encouraged Industries in the Western
Region”. Based on the management’s assessment, it is highly probable that these companies would meet the requirements
for qualification. As a result, these companies were subject to a preferential CIT rate of 15% or 12.5% during the Track
Record Period.
(b) Expenses not deductible for tax purpose
The expenses not deductible for tax purpose mainly consisted of donations and marketing expenses which were not
deductible in accordance with the relevant tax regulations of the PRC.
(c) Additional deduction for research and development expenses
According to the relevant laws and regulations promulgated by the State Administration of Taxation of the PRC, certain
entities engaging in research and development activities were entitled to claim 175% or 200% of their research and
development expenses as tax deduction during the Track Record Period.
APPENDIX I ACCOUNTANT’S REPORT
– I-46 –


--- page 622 ---
13 Losses per share
(a) Basic losses per share
Basic losses per share is calculated by dividing the loss attributable to owners of the Company by the weighted average
number of ordinary shares in issue during the Track Record Period.
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
(Unaudited)
Loss attributable to owners of the Company
(RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100706,990 920,180 974,809 509,903 532,793
Weighted average number of ordinary shares in
issue (thousand) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100371,230 382,559 389,194 384,087 403,582
Basic losses per share (in RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.90 2.41 2.50 1.33 1.32
(b) Diluted losses per share
For the Track Record Period, diluted losses per share were equal to basic losses per share as there were no dilutive potential
ordinary shares.
APPENDIX I ACCOUNTANT’S REPORT
– I-47 –


--- page 623 ---
14 Particulars of subsidiaries
The Company has direct or indirect interests in the following subsidiaries, which are all limited liability companies. Unless otherwise stated, the y have share capital consisting solely of ordinary
shares/registered capital that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Gro up.
Name of subsidiaries
Place and date of
incorporation
Principal activities and
place of operation
Particulars of
issued or registered
share capital
Attributable equity interest
As at December 31,
As at
June 30, As at the
date of this
report2020 2021 2022 2023
Directly held by the Company:
UBTECH ROBOTICS CORP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100United States, July 24,
2015
Sales of robotic products,
United States
USD25,000,000 100% 100% 100% 100% 100%
UBTECH ROBOTICS LIMITED (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Hong Kong, June 29, 2016 Sales of robotic products,
Hong Kong
HKD310,584,000 100% 100% 100% 100% 100%
*UBTECH Education (Shenzhen) Co., Ltd. ( Ꮄ̀፯઺ԃ(ଉέ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, August 4, 2016 Provision of robotic
ancillary services,
Mainland China
RMB1,000,000 100% 100% 100% 100% 100%
*UBTECH Entertainment (Shenzhen) Co., Ltd. (“UBTECH Entertainment”,ᆀ(ଉέ)ࠢ
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, August 11, 2016 Dormant, Mainland China RMB71,000,000 100% 100% 100% 100% 100%
*Shanghai UBJ Education Technology Co., Ltd. (“Shanghai UBJ”,ʮ̡)
(b) (Note 20) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, February 15, 2017 Provision of robotic
ancillary services,
Mainland China
RMB7,243,502 N/A N/A 87.53% 87.53% 87.53%
*UBTECH Technology (Kunming) Co., Ltd. (Ҧ(׼׺)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, May 27, 2017 Sales of robotic products,
Mainland China
RMB10,000,000 100% 100% 100% 100% 100%
*Shenzhen UBTECH Technology Industrial Co., Ltd. (“Shenzhen UBTECH Industrial”,
ʮ̡) (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, May 31, 2017 Dormant, Mainland China RMB393,000,000 100% 100% 100% 100% 100%
*UBTECH Software Technology (Shenzhen) Co., Ltd. (“UBTECH Software”,
Ꮄ̀፯ழ΁Ҧஔ(ଉέ)ʮ̡) (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, February 6, 2018 Development and sales of
robotic software,
Mainland China
RMB5,000,000 100% 100% 100% 100% 100%
*Sichuan UBTECH Holding Co., Ltd. (ப΂ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, July 31, 2018 Sales of robotic products,
Mainland China
RMB100,000,000 100% 100% 100% 100% 100%
*UBTECH (Chongqing) Technology Co., Ltd. ( Ꮄ̀፯(ᅅ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, August 31, 2018 Development, design and
sales of robotic
products, Mainland
China
RMB20,000,000 100% 100% 100% 100% 100%
UBTECH North America Research and Development Center Corp /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100United States, February 20,
2019
Research and development
services, United States
USD10,000,000 100% 100% 100% 100% 100%
*UBTECH (Hangzhou) Technology Co., Ltd. ( Ꮄ̀፯(ψ)ʮ̡)
/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, August 5, 2019 Sales of robotic products,
Mainland China
RMB20,000,000 100% 100% 100% 100% 100%
*Hangzhou UBTECH Industrial Co., Ltd. (“Hangzhou UBTECH”,
ʮ̡) (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, August 5, 2019 Sales of robotic products,
Mainland China
RMB20,000,000 100% 100% 100% 100% 100%
APPENDIX I ACCOUNTANT’S REPORT
– I-48 –


--- page 624 ---
Name of subsidiaries
Place and date of
incorporation
Principal activities and
place of operation
Particulars of
issued or registered
share capital
Attributable equity interest
As at December 31,
As at
June 30, As at the
date of this
report2020 2021 2022 2023
*Guizhou UBTECH Technology Co., Ltd. (ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, August 19, 2019 Production and sales of
robotic products,
Mainland China
RMB20,000,000 100% 100% 100% 100% 100%
*UBTECH (Fujian) Technology Co., Ltd. ( Ꮄ̀፯(ܔ)ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, November 12, 2019 Dormant, Mainland China RMB30,000,000 100% 100% 100% 100% 100%
*UBTECH (Jiangsu) Intelligent Robot Co., Ltd. (“Jiangsu UBTECH”,
Ꮄ̀፯(Ϫᘽ)ʮ̡) (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, November 20, 2019 Sales of robotic products,
Mainland China
RMB200,000,000 100% 100% 100% 100% 100%
*Shandong UBTECH Technology Co., Ltd. (“Shandong UBTECH”,
ʮ̡) (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, December 19, 2019 Sales of robotic products,
Mainland China
RMB100,000,000 100% 100% 100% 100% 100%
*UBTECH (Suzhou) Technology Co., Ltd. ( Ꮄ̀፯(ᘽψ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, February 12, 2020 Sales of robotic products,
Mainland China
RMB30,000,000 100% 100% 100% 100% 100%
*UBTECH (Shenzhen) Technology Co., Ltd. ( Ꮄ̀፯(ଉέ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, April 21, 2020 Production of robotic
products, Mainland
China
RMB10,000,000 100% 100% 100% 100% 100%
*UBTECH (Xiamen) Intelligent Technology Co., Ltd. ( Ꮄ̀፯(ژ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100PRC, April 24, 2020 Development, design,
production and sales of
robotic products,
Mainland China
RMB50,000,000 100% 100% 100% 100% 100%
*UBTECH (Hangzhou) Intelligent Robot Co., Ltd. ( Ꮄ̀፯(ψ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, May 15, 2020 Sales of robotic products,
Mainland China
RMB100,000,000 100% 100% 100% 100% 100%
*UBTECH Enze (Hangzhou) Technology Co., Ltd. (ዣ(ψ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, July 21, 2020 Dormant, Mainland China RMB30,000,000 51% 51% 51% 51% 51%
*Ezhou UBTECH Technology Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, July 23, 2020 Sales of robotic products,
Mainland China
RMB20,000,000 100% 100% 100% 100% 100%
*Wuxi Uqi Intelligent Technology Co., Ltd. (“Wuxi Uqi”,ʮ̡)
(b) (c) (d) (g) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, September 7, 2020 Development, production
and sales of logistic
robotic products,
Mainland China
RMB30,019,500 51% 51% 41.89% 43.45% 43.45%
*UBTECH (Huzhou) Technology Co., Ltd. ( Ꮄ̀፯(ಳψ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, October 16, 2020 Development, design
production and sales of
robotic products,
Mainland China
RMB20,000,000 100% 100% 100% 100% 100%
*UBTECH (Weihai) Technology Co., Ltd. ( Ꮄ̀፯(ऎ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, November 9, 2020 Sales of robotic products,
Mainland China
RMB25,000,000 100% 100% 100% 100% 100%
*UBTECH (Shantou) Technology Co., Ltd. ( Ꮄ̀፯(ϭ᎘)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, November 16, 2020 Sales of robotic products,
Mainland China
RMB26,000,000 100% 100% 100% 100% 100%
*UBTECH (Taiyuan) Intelligent Robot Co., Ltd. ( Ꮄ̀፯(ࡡ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, December 1, 2020 Sales of robotic products,
Mainland China
RMB1,000,000 100% 100% 100% 100% 100%
APPENDIX I ACCOUNTANT’S REPORT
– I-49 –


--- page 625 ---
Name of subsidiaries
Place and date of
incorporation
Principal activities and
place of operation
Particulars of
issued or registered
share capital
Attributable equity interest
As at December 31,
As at
June 30, As at the
date of this
report2020 2021 2022 2023
*UBTECH Shanhu (Hangzhou) Technology Co., Ltd. ( Ꮄ̀፯ʆಳ(ψ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100PRC, December 29, 2020 Sales of robotic products,
Mainland China
RMB20,000,000 100% 100% 100% 100% 100%
*Shenzhen Y oubixing Technology Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, January 28, 2021 Development, design, and
sales of robotic
products, Mainland
China
RMB50,000,000 N/A 100% 100% 100% 100%
Best Epoch Technology Co. LTD (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, February 5, 2021 Sales of hardware,
Mainland China
RMB50,000,000 N/A 100% 100% 100% 100%
*UBTECH (Y angzhou) Technology Co., Ltd. ( Ꮄ̀፯(౮ψ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, March 19, 2021 Sales of robotic products,
Mainland China
RMB20,000,000 N/A 100% 100% 100% 100%
*UBTECH (Anqing) Intelligent Robot Co., Ltd. ( Ꮄ̀፯(τᅅ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, April 15, 2021 Development, design,
production and sales of
robotic products,
Mainland China
RMB20,000,000 N/A 100% 100% 100% 100%
*UBTECH (Hebei) Technology Co., Ltd. ( Ꮄ̀፯(̏)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, September 13, 2021 Production and sales of
robotic products,
Mainland China
RMB20,000,000 N/A 100% 100% 100% 100%
*UBTECH (Hubei) Technology Co., Ltd. ( Ꮄ̀፯(ಳ̏)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, November 4, 2021 Sales of robotic products,
Mainland China
RMB70,000,000 N/A 100% 100% 100% 100%
*Shenzhen Y ouzhixue Education Technology Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100PRC, February 15, 2022 Provision of robotic
ancillary services,
Mainland China
RMB10,000,000 N/A N/A 100% 100% 100%
*Shaoyang UBTECH Technology Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, March 14, 2022 Sales of robotic products,
Mainland China
RMB30,000,000 N/A N/A 100% 100% 100%
*Sichuan UBTECH Intelligent Technology Development Co., Ltd. (ʮ
̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, April 19, 2022 Sales of robotic products,
Mainland China
RMB10,000,000 N/A N/A 100% 100% 100%
*Chengdu Longquanyi UBTECH Technology Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100PRC, May 18, 2022 Dormant, Mainland China RMB20,000,000 N/A N/A 100% 100% 100%
*Jiujiang Y oubixing Technology Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, June 20, 2022 Development, design,
production and sales of
robotic products,
Mainland China
RMB210,000,000 N/A N/A 100% 100% 100%
*Liuzhou UBTECH Intelligent Technology Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, June 27, 2022 Development, design,
production and sales of
robotic products,
Mainland China
RMB200,000,000 N/A N/A 100% 100% 100%
*Y ang Ling UBTECH Intelligent Agricultural Technology Co., Ltd.
(ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, July 12, 2022 Dormant, Mainland China RMB30,000,000 N/A N/A 100% 100% 100%
APPENDIX I ACCOUNTANT’S REPORT
– I-50 –


--- page 626 ---
Name of subsidiaries
Place and date of
incorporation
Principal activities and
place of operation
Particulars of
issued or registered
share capital
Attributable equity interest
As at December 31,
As at
June 30, As at the
date of this
report2020 2021 2022 2023
*Shenzhen Y oushijie Robot Co., Ltd. (“Shenzhen Y oushijie”,
ʮ̡) (c)(e) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, July 22, 2022 Dormant, Mainland China RMB5,000,000 N/A N/A 100% 95.24% 95.24%
*UBKang (Qingdao) Technology Co., Ltd. ( Ꮄ̀ੰ(ࢥڡ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, September 22, 2022 Sales of robotic products,
Mainland China
RMB62,500,000 N/A N/A 100% 100% 80%
*UBTECH (Puyang) Technology Co., Ltd. ( Ꮄ̀፯(ᐁජ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, November 2, 2022 Sales of robotic products,
Mainland China
RMB176,000,000 N/A N/A 100% 100% 100%
*UBTECH (Shenyang) Technology Co., Ltd. ( Ꮄ̀፯(ᓨජ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, November 14, 2022 Dormant, Mainland China RMB100,000,000 N/A N/A 100% 100% 100%
*Liuzhou Y ouxue Technology Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, February 28, 2023 Development, design,
production and sales of
robotic products,
Mainland China
RMB200,000,000 N/A N/A N/A 100% 100%
*Liuzhou UBTECH Technology Industry Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, March 2, 2023 Development, design,
production and sales of
robotic products,
Mainland China
RMB200,000,000 N/A N/A N/A 100% 100%
*Shenzhen Xuanyou Technology Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, June 25, 2023 Dormant, Mainland China RMB20,000,000 N/A N/A N/A 100% 100%
*Shenzhen Y oubifu Technology Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, June 25, 2023 Dormant, Mainland China RMB20,000,000 N/A N/A N/A 100% 100%
*Shenzhen Y oulingjing Technology Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, June 12, 2023 Dormant, Mainland China RMB5,000,000 N/A N/A N/A 51% 51%
*Y oudi Health Technology (Shenzhen) Co., Ltd. (“Y oudi Health”,
Ҧ(ଉέ)ʮ̡) (c)(g) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, June 16, 2023 Dormant, Mainland China RMB10,000,000 N/A N/A N/A 41% 41%
*Ganzhou UBTECH Intelligent Technology Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, August 2, 2023 Dormant, Mainland China RMB20,000,000 N/A N/A N/A N/A 100%
*Shenzhen UBTECH Medical Robot Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, August 7, 2023 Dormant, Mainland China RMB5,000,000 N/A N/A N/A N/A 100%
*Beijing UBTECH Intelligent Robot Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, August 15, 2023 Dormant, Mainland China RMB50,000,000 N/A N/A N/A N/A 100%
*UBTECH (Hejin) Technology Co., Ltd. ( Ꮄ̀፯(ݵئ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, August 30, 2023 Dormant, Mainland China RMB50,000,000 N/A N/A N/A N/A 100%
*Hebei UBTECH Intelligent Technology Co., Ltd. (ʮ̡) (c)
/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, August 31, 2023 Dormant, Mainland China RMB20,000,000 N/A N/A N/A N/A 100%
*UBTECH Suzhou Technology Co., Ltd. ( Ꮄ̀፯(੖ψ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, September 4, 2023 Dormant, Mainland China RMB20,000,000 N/A N/A N/A N/A 100%
*UBTECH (Hebi) Technology Co., Ltd. ( Ꮄ̀፯(ᚲኣ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, September 4, 2023 Dormant, Mainland China RMB20,000,000 N/A N/A N/A N/A 100%
*UBTECH (Zhengzhou) Intelligent Agricultural Technology Co., Ltd. ( Ꮄ̀፯(ቍψ)Ҧ
ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, September 19, 2023 Dormant, Mainland China RMB80,000,000 N/A N/A N/A N/A 100%
*UBTECH (Xiamen) Software Technology Co., Ltd. ( Ꮄ̀፯(ژ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, October 30, 2023 Dormant, Mainland China RMB20,000,000 N/A N/A N/A N/A 100%
Ubhome Technology Company Limited (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Hong Kong, October 30,
2023
Dormant, Hong Kong HKD100,000 N/A N/A N/A N/A 100%
APPENDIX I ACCOUNTANT’S REPORT
– I-51 –


--- page 627 ---
Name of subsidiaries
Place and date of
incorporation
Principal activities and
place of operation
Particulars of
issued or registered
share capital
Attributable equity interest
As at December 31,
As at
June 30, As at the
date of this
report2020 2021 2022 2023
Indirectly held by the Company:
*Kunming UBTECH Technology Investment Co., Ltd. (ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, May 27, 2017 Production of robotic
products, Mainland
China
RMB36,500,000 100% 100% 100% 100% 100%
*Chengdu Y ouxuan Ruizhi Equity Investment Fund Management Co., Ltd.
(ப΂ʮ̡) (e) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, October 23, 2018 Dormant, Mainland China RMB10,000,000 100% 100% 100% 100% 100%
*Jiangsu Tianhui Technology Development Co., Ltd. (“Jiangsu Tianhui”,
ʮ̡) (Note 36) (d) (g) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, May 16, 2019 Provision of robotic
ancillary services,
Mainland China
RMB10,000,000 N/A N/A 41.89% 43.45% 43.45%
*UBJ (Hangzhou) Technology Service Co., Ltd. ( Ꮄ̀௫(ψ)ʮ̡) (Note 36) /H1100/H1100/H1100/H1100/H1100PRC, April 28, 2020 Provision of robotic
ancillary services,
Mainland China
RMB1,000,000 N/A N/A 87.53% 87.53% 87.53%
*Shenzhen Y ouxuan Zhiyi Elderly Caring Service Co., Ltd.
(ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, April 11, 2023 Dormant, Mainland China RMB20,000,000 N/A N/A N/A 80% 80%
*UBJ (Xiamen) Education Technology Co., Ltd. ( Ꮄ̀௫(ژ)ʮ̡) (Note 36) /H1100/H1100/H1100/H1100/H1100PRC, July 22, 2020 Provision of robotic
ancillary services,
Mainland China
RMB5,000,000 N/A N/A 87.53% 87.53% 87.53%
Futronics (Hong Kong) Limited (b)(c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Hong Kong, November 12,
2020
Investment holding, Hong
Kong
USD10,000,000 100% 100% 100% 100% 100%
FUTRONICS (NA) CORPORA TION (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100United States, December 1,
2020
Sales of robotic products,
United States
USD9,800,000 100% 100% 100% 100% 100%
*UBTECH Logistic (Kunming) Co., Ltd. (ݴي(׼׺)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, December 10, 2020 Dormant, Mainland China RMB10,000,000 100% 100% 100% 100% 100%
*UBTECH Shanhu (Hangzhou) Industrial Co., Ltd. (“Shanhu Industrial”,
Ꮄ̀፯ʆಳ(ψ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, January 7, 2021 Production of robotic
products, Mainland
China
RMB20,000,000 N/A 100% 75% 75% 75%
*UBTECH (Huzhou) Industrial Co., Ltd. ( Ꮄ̀፯(ಳψ)ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, April 19, 2021 Sales of robotic products,
Mainland China
RMB20,000,000 N/A 100% 100% 100% 100%
U&ME Innovation Technology Company Limited (b) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Hong Kong, May 5, 2021 Research and development
services, Hong Kong
HKD38,915,500 N/A 100% 100% 100% 100%
*Y ouhang (Hangzhou) Industrial Co., Ltd.؄
(ψ)ʮ̡ (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, May 11, 2021 Dormant, Mainland China RMB20,000,000 N/A 100% 100% 100% 100%
*Shanghai UBTECH Intelligent Health Technology Development Co., Ltd.
(“Shanghai UBTECH”,ʮ̡) (b) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, August 3, 2021 Sales of robotic products,
Mainland China
RMB20,000,000 N/A 100% 100% 80% 80%
*Shanghai Y oujiajie Education Technology Co., Ltd. (ʮ̡) (Note 36) /H1100/H1100/H1100PRC, August 11, 2021 Provision of robotic
ancillary services,
Mainland China
RMB1,000,000 N/A N/A 87.53% 87.53% 87.53%
APPENDIX I ACCOUNTANT’S REPORT
– I-52 –


--- page 628 ---
Name of subsidiaries
Place and date of
incorporation
Principal activities and
place of operation
Particulars of
issued or registered
share capital
Attributable equity interest
As at December 31,
As at
June 30, As at the
date of this
report2020 2021 2022 2023
*Kunming Uqi Intelligent Technology Co., Ltd. (ʮ̡) (c) (d) (g) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, December 17, 2021 Production of robotic
products, Mainland
China
RMB10,000,000 N/A 51% 41.89% 43.45% 43.45%
*Shenzhen Uqi Zhixing Technology Co., Ltd. (ʮ̡) (c) (d) (g) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, March 23, 2022 Development of robotic
products, Mainland
China
RMB20,000,000 N/A N/A 41.89% 43.45% 43.45%
*Jiujiang Y ouye Technology Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, December 22, 2022 Dormant, Mainland China RMB20,000,000 N/A N/A 100% 100% 100%
*UBot Innovation Technology Limited (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Hong Kong, January 18,
2023
Dormant, Hong Kong HKD10,000 N/A N/A N/A 100% 100%
*Chaozhou UBTECH Education Technology Co., Ltd. (“Chaozhou UBTECH”,
ʮ̡) (c) (f) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, February 22, 2023 Development, design,
production and sales of
robotic products,
Mainland China
RMB16,800,000 N/A N/A N/A 44.64% 44.64%
*Liuzhou UBTECH Intelligent Industry Co., Ltd. (ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC, March 3, 2023 Development, design,
production and sales of
robotic products,
Mainland China
RMB600,000,000 N/A N/A N/A 100% 100%
*Guangzhou UBTECH Intelligent Health Industry Co., Ltd.
(ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, August 17, 2023 Dormant, Mainland China RMB20,000,000 N/A N/A N/A N/A 100%
*Tongren UBTECH Intelligent Health Development Co., Ltd.
(ʮ̡) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC, December 8, 2023 Dormant, Mainland China RMB20,000,000 N/A N/A N/A N/A 100%
* English names are translated for identification purpose only.
(a) All subsidiaries are limited companies and have adopted December 31 as their financial year end date.
(b) Set out below are subsidiaries the financial statements of which were audited:
(i) The financial statements of the Company for the years ended December 31, 2020, 2021 and 2022 were audited by Shenzhen Mingde CPA LLP (ה(౷ஷ
Υྫ)).
(ii) The financial statements of UBTECH ROBOTICS LIMITED for the year ended December 31, 2020 were audited by Alan Chan & Partners and for the year ended December 31,
2021 and 2022 were audited by Lee Chi Fai & Co..
(iii) The financial statements of UBTECH Entertainment for the year ended December 31, 2020 were audited by Shenzhen Jiahe CPA LLP (ה(౷ஷΥྫ)) and for
the year ended December 31, 2021 and 2022 were audited by Shenzhen Mingde CPA LLP (ה(౷ஷΥྫ)).
(iv) The financial statements of Shanghai UBJ for the year ended December 31, 2021 were audited by Shanghai Liyong CPA LLP (ה(౷ஷΥྫ)) and for the
year ended December 31, 2022 were audited by Shanghai DongCheng CPA Co.,Ltd. (ʮ̡).
(v) The financial statements of Shenzhen UBTECH Industrial for the years ended December 31, 2020, 2021 and 2022 were audited by Shenzhen Mingde CPA LLP (ࢪࠇ
ה(౷ஷΥྫ)).
(vi) The financial statements of UBTECH Software for the year ended December 31, 2020 were audited by Shenzhen Jiahe CPA LLP (ה(౷ஷΥྫ)) and for the
year ended December 31, 2021 and 2022 were audited by Shenzhen Mingde CPA LLP (ה(౷ஷΥྫ)).
APPENDIX I ACCOUNTANT’S REPORT
– I-53 –


--- page 629 ---
(vii) The financial statements of Hangzhou UBTECH for the year ended December 31, 2021 were audited by Shenzhen Mingde CPA LLP (ה(౷ஷΥྫ)).
(viii) The financial statements of Jiangsu UBTECH for the year ended December 31, 2020 were audited by Shenzhen Jinniu CPA LLP (ה(౷ஷΥྫ)).
(ix) The financial statements of Wuxi Uqi for the year ended December 31, 2021 and 2022 were audited by Shenzhen Mingde CPA LLP (ה(౷ஷΥྫ)).
(x) The financial statements of Futronics (Hong Kong) Limited for the year ended December 31, 2021 and 2022 were audited by A Zone CPA Limited.
(xi) The financial statements of U&ME Innovation Technology Company Limited for the year ended December 31, 2021 were audited by A Zone CPA Limited and for the year ended
December 31, 2022 were audited by Lee Chi Fai & Co..
(xii) The financial statements of Shandong UBTECH for the year ended December 31, 2022 were audited by Shenzhen Mingde CPA LLP (ה(౷ஷΥྫ)).
(xiii) The financial statements of Shanghai UBTECH for the year ended December 31, 2022 were audited by Shenzhen Mingde CPA LLP (ה(౷ஷΥྫ)).
(c) These subsidiaries were incorporated by the Group during or after the Track Record Period.
(d) Since the Company and another shareholder of Wuxi Uqi did not pay up their respective subscribed capital in Wuxi Uqi, the Company’s attributable eq uity interest in Wuxi Uqi was different
from its voting rights of over 50% in Wuxi Uqi.
(e) Since the non-controlling shareholders of these subsidiaries did not pay up their subscribed registered capital, the Group’s attributable equi ty interests were different from the Group’s
voting rights of over 50% in these subsidiaries.
(f) Shanghai UBJ held 51% voting rights in Chaozhou UBTECH and the Group thus indirectly controlled Chaozhou UBTECH.
(g) As certain shareholders in Wuxi Uqi and Y oudi Health, holding 28.73% and 19% voting rights respectively, agreed to follow the voting decision of th e Company, the Company could thus
have over 50% voting rights of Wuxi Uqi and Y oudi Health and control over these subsidiaries.
APPENDIX I ACCOUNTANT’S REPORT
– I-54 –


--- page 630 ---
(h) Set out below is summarized financial information for Wuxi Uqi of which the non-controlling interests were material
to the Group. The amounts disclosed are before inter-company eliminations.
Summarized consolidated statements of financial position of Wuxi Uqi
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,740 201,159 421,544 529,391
Non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 15,661 76,081 75,161
TOTAL ASSETS /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,746 216,820 497,625 604,552
Current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,764 195,171 394,525 508,332
Non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 5,768 2,883 2,456
TOTAL LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,764 200,939 397,408 510,788
TOTAL EQUITY /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,982 15,881 100,217 93,764
Summarized consolidated income statements and statements of comprehensive income
From the date of
incorporation to
December 31, Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,358 265,639 265,462 41,913 78,059
(Loss)/profit and total
comprehensive (loss)/income
for the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(18) 5,431 (28,706) (9,796) (27,146)
Summarized consolidated statements of cash flows
From the date of
incorporation to
December 31, Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cash flows used in operating
activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,165) (51,239) (27,305) (10,302) (42,698)
Cash flows used in investing
activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6) (450) (454) (251) (141)
Cash flows generated from
financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,000 49,850 29,348 9,560 38,580
Net increase/(decrease) in
cash and cash equivalents /H1100/H1100 4,829 (1,839) 1,589 (993) (4,259)
15 Dividends
No dividends have been declared or paid by the Company during the Track Record Period.
APPENDIX I ACCOUNTANT’S REPORT
– I-55 –


--- page 631 ---
16 Property, plant and equipment
The Group
Construction
in progress Buildings Machinery
Office and
other
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2020
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,415 — 89,086 28,416 24,507 155,424
Accumulated depreciation /H1100/H1100/H1100— — (22,023) (9,645) (7,464) (39,132)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,415 — 67,063 18,771 17,043 116,292
Y ear ended December 31,
2020
Opening net book amount /H1100/H1100/H110013,415 — 67,063 18,771 17,043 116,292
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110061,983 — 42,381 21,156 7,728 133,248
Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,880) — 7,880 — — —
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (1,841) (6,106) (2,343) (10,290)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (25,004) (10,414) (10,765) (46,183)
Closing net book
amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110067,518 — 90,479 23,407 11,663 193,067
At December 31, 2020
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110067,518 — 136,340 41,221 28,386 273,465
Accumulated depreciation /H1100/H1100/H1100— — (45,861) (17,814) (16,723) (80,398)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110067,518 — 90,479 23,407 11,663 193,067
Y ear ended December 31,
2021
Opening net book amount /H1100/H1100/H110067,518 — 90,479 23,407 11,663 193,067
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100180,933 — 31,862 8,184 12,876 233,855
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (6,324) (1,609) (119) (8,052)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (33,084) (11,844) (9,826) (54,754)
Closing net book
amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100248,451 — 82,933 18,138 14,594 364,116
At December 31, 2021
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100248,451 — 160,085 46,685 41,105 496,326
Accumulated depreciation /H1100/H1100/H1100— — (77,152) (28,547) (26,511) (132,210)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100248,451 — 82,933 18,138 14,594 364,116
Y ear ended December 31,
2022
Opening net book amount /H1100/H1100/H1100248,451 — 82,933 18,138 14,594 364,116
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100436,660 — 10,150 3,937 18,300 469,047
Acquisition of subsidiaries
(Note 36) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 310 163 — 473
Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(94,225) 87,364 6,861 — — —
Transfer to assets classified
as held for sale /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(12,466) — — — — (12,466)
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (8,354) (708) (1,910) (10,972)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (31,304) (10,349) (9,365) (51,018)
Closing net book amount /H1100/H1100/H1100578,420 87,364 60,596 11,181 21,619 759,180
APPENDIX I ACCOUNTANT’S REPORT
– I-56 –


--- page 632 ---
Construction
in progress Buildings Machinery
Office and
other
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2022
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100578,420 87,364 163,721 48,536 57,495 935,536
Accumulated depreciation /H1100/H1100/H1100— — (103,125) (37,355) (35,876) (176,356)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100578,420 87,364 60,596 11,181 21,619 759,180
Six months ended
June 30, 2023
Opening net book amount /H1100/H1100/H1100578,420 87,364 60,596 11,181 21,619 759,180
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100227,416 — 5,327 1,728 9,035 243,506
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (879) (840) (3,842) (5,561)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100— (2,184) (11,410) (3,280) (5,262) (22,136)
Closing net book amount /H1100/H1100/H1100805,836 85,180 53,634 8,789 21,550 974,989
At June 30, 2023
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100805,836 87,364 163,957 46,120 57,676 1,160,953
Accumulated depreciation /H1100/H1100/H1100— (2,184) (110,323) (37,331) (36,126) (185,964)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100805,836 85,180 53,634 8,789 21,550 974,989
(Unaudited)
Six months ended
June 30, 2022
Opening net book amount /H1100/H1100/H1100248,451 — 82,933 18,138 14,594 364,116
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100154,805 — 3,740 878 3,070 162,493
Transfer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,861) — 6,861 — — —
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (425) (351) (1,797) (2,573)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (17,256) (4,988) (4,290) (26,534)
Closing net book amount /H1100/H1100/H1100396,395 — 75,853 13,677 11,577 497,502
(Unaudited)
At June 30, 2022
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100396,395 — 169,813 47,647 37,366 651,221
Accumulated depreciation /H1100/H1100/H1100— — (93,960) (33,970) (25,789) (153,719)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100396,395 — 75,853 13,677 11,577 497,502
The Company
Machinery
Office and other
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2020
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110075,955 24,622 15,272 115,849
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(21,415) (8,693) (4,806) (34,914)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054,540 15,929 10,466 80,935
Y ear ended December 31, 2020
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054,540 15,929 10,466 80,935
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110038,900 18,496 4,369 61,765
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,710) (6,106) (2,343) (10,159)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(21,620) (9,178) (5,463) (36,261)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110070,110 19,141 7,029 96,280
APPENDIX I ACCOUNTANT’S REPORT
– I-57 –


--- page 633 ---
Machinery
Office and other
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2020
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100114,279 34,773 19,792 168,844
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(44,169) (15,632) (12,763) (72,564)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110070,110 19,141 7,029 96,280
Y ear ended December 31, 2021
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110070,110 19,141 7,029 96,280
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,674 5,973 2,862 40,509
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(22) (1,033) (45) (1,100)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(28,600) (10,290) (4,134) (43,024)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,162 13,791 5,712 92,665
At December 31, 2021
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100145,836 38,579 22,547 206,962
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(72,674) (24,788) (16,835) (114,297)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,162 13,791 5,712 92,665
Y ear ended December 31, 2022
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,162 13,791 5,712 92,665
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,040 2,426 7,999 15,465
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,898) (435) — (8,333)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(27,125) (7,824) (4,515) (39,464)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110043,179 7,958 9,196 60,333
At December 31, 2022
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100136,040 39,126 24,112 199,278
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,861) (31,168) (14,916) (138,945)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110043,179 7,958 9,196 60,333
Six months ended June 30, 2023
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110043,179 7,958 9,196 60,333
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,835 873 — 4,708
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,856) (194) (1,155) (7,205)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(9,016) (2,639) (2,484) (14,139)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032,142 5,998 5,557 43,697
At June 30, 2023
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100129,590 38,738 22,957 191,285
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(97,448) (32,740) (17,400) (147,588)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032,142 5,998 5,557 43,697
(Unaudited)
Six months ended June 30, 2022
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,162 13,791 5,712 92,665
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,469 559 255 4,283
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(186) (294) — (480)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(15,267) (4,530) (1,929) (21,726)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110061,178 9,526 4,038 74,742
APPENDIX I ACCOUNTANT’S REPORT
– I-58 –


--- page 634 ---
Machinery
Office and other
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
At June 30, 2022
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100148,310 38,788 16,369 203,467
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(87,132) (29,262) (12,331) (128,725)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110061,178 9,526 4,038 74,742
(a) Depreciation of the Group’s property, plant and equipment has been recognized as follows:
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Costs of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,094 24,652 22,396 10,851 7,759
Selling and marketing expenses /H1100/H1100/H11005,505 3,245 3,745 1,462 3,209
General and administrative
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,662 11,537 14,131 8,504 6,943
Research and development
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,922 15,320 10,746 5,717 4,225
46,183 54,754 51,018 26,534 22,136
17 Right-of-use assets and leases
The Group leases certain offices buildings and land use rights. Rental contracts for offices buildings are typically made for
fixed periods of 1 year to 8 years. The granted period for land use rights are typically made for fixed periods of 30 to 50
years.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease
agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Apart
from land use rights, leased assets may not be used as security for borrowing purposes.
The statements of financial position included the following amounts relating to leases:
The Group
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Right-of-use assets
— Buildings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090,730 79,208 55,208 57,070
— Land use rights /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100461,153 492,605 448,199 413,791
551,883 571,813 503,407 470,861
Lease liabilities
— Current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110036,511 41,861 34,861 32,325
— Non-current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110061,299 45,069 31,273 34,798
97,810 86,930 66,134 67,123
APPENDIX I ACCOUNTANT’S REPORT
– I-59 –


--- page 635 ---
The Company
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Right-of-use assets
— Buildings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,601 12,560 13,239 20,219
Lease liabilities
— Current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,544 8,670 5,129 7,747
— Non-current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,282 3,176 8,048 12,782
21,826 11,846 13,177 20,529
Movements of right-of-use assets were as follows:
The Group
Buildings Land use rights Total
RMB’000 RMB’000 RMB’000
At January 1, 2020
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100102,307 437,432 539,739
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(28,385) (20,405) (48,790)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,922 417,027 490,949
Y ear ended December 31, 2020
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,922 417,027 490,949
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110047,496 58,817 106,313
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(30,688) (14,691) (45,379)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090,730 461,153 551,883
At December 31, 2020
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100147,167 496,249 643,416
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(56,437) (35,096) (91,533)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090,730 461,153 551,883
Y ear ended December 31, 2021
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090,730 461,153 551,883
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,051 46,292 75,343
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(40,573) (14,840) (55,413)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,208 492,605 571,813
At December 31, 2021
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100173,971 542,541 716,512
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(94,763) (49,936) (144,699)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,208 492,605 571,813
Y ear ended December 31, 2022
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,208 492,605 571,813
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032,477 — 32,477
Acquisition of subsidiaries (Note 36) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,145 — 1,145
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (28,753) (28,753)
Early termination of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(21,826) — (21,826)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(35,796) (15,653) (51,449)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110055,208 448,199 503,407
APPENDIX I ACCOUNTANT’S REPORT
– I-60 –


--- page 636 ---
Buildings Land use rights Total
RMB’000 RMB’000 RMB’000
At December 31, 2022
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100159,492 511,117 670,609
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(104,284) (62,918) (167,202)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110055,208 448,199 503,407
Six months ended June 30, 2023
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110055,208 448,199 503,407
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,769 7,229 25,998
Early termination of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(807) — (807)
Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (35,016) (35,016)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(16,100) (6,621) (22,721)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110057,070 413,791 470,861
At June 30, 2023
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100177,454 481,683 659,137
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(120,384) (67,892) (188,276)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110057,070 413,791 470,861
(Unaudited)
Six months ended June 30, 2022
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,208 492,605 571,813
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,609 — 12,609
Early termination of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(17,205) — (17,205)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(20,237) (7,839) (28,076)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054,375 484,766 539,141
(Unaudited)
At June 30, 2022
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100169,375 542,541 711,916
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(115,000) (57,775) (172,775)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110054,375 484,766 539,141
The Company
Buildings
RMB’000
At January 1, 2020
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,655
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(17,571)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,084
Y ear ended December 31, 2020
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,084
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,272
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(11,755)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,601
At December 31, 2020
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110048,611
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(27,010)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,601
APPENDIX I ACCOUNTANT’S REPORT
– I-61 –


--- page 637 ---
Buildings
RMB’000
Y ear ended December 31, 2021
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,601
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,345
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(12,386)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,560
At December 31, 2021
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,894
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(37,334)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,560
Y ear ended December 31, 2022
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,560
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,737
Early termination of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,110)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(9,948)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,239
At December 31, 2022
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064,496
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(51,257)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,239
Six months ended June 30, 2023
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,239
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,220
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,240)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,219
At June 30, 2023
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110076,716
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(56,497)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,219
(Unaudited)
Six months ended June 30, 2022
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,560
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,236
Early termination of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,110)
Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,819)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,867
(Unaudited)
At June 30, 2022
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,020
Accumulated depreciation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(43,153)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,867
APPENDIX I ACCOUNTANT’S REPORT
– I-62 –


--- page 638 ---
Depreciation of the Group’s right-of-use assets has been recognized as follows:
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Property, plant and equipment /H1100/H1100/H1100/H110014,324 14,058 14,756 7,571 4,269
Cost of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,587 3,647 3,505 1,829 2,220
Selling and marketing expenses /H1100/H1100/H11006,308 11,932 12,391 7,310 4,562
General and administrative
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,958 19,727 15,053 8,162 8,217
Research and development
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,202 6,049 5,744 3,204 3,453
45,379 55,413 51,449 28,076 22,721
As at December 31, 2020, 2021 and 2022 and June 30, 2023, the Group’s land use rights in Mainland China with net book
values of RMB327,625,000, RMB341,649,000 and RMB303,791,000 and RMB285,929,000 respectively were pledged as
collateral for the Group’s borrowings (Note 38).
The total cash outflows from financing activities for leases for the Track Record Period were set out in Note 37(e).
18 Intangible assets
Software Trademarks
Customer
contracts and
relationships Goodwill Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2020
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,690 1,474 — — 7,164
Accumulated amortization /H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,662) (49) — — (2,711)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,028 1,425 — — 4,453
Y ear ended December 31, 2020
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H11003,028 1,425 — — 4,453
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,660 — — — 3,660
Amortization charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,739) (147) — — (1,886)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H11004,949 1,278 — — 6,227
At December 31, 2020
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,350 1,474 — — 10,824
Accumulated amortization /H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,401) (196) — — (4,597)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,949 1,278 — — 6,227
Y ear ended December 31, 2021
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H11004,949 1,278 — — 6,227
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100563 — — — 563
Amortization charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,449) (147) — — (3,596)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H11002,063 1,131 — — 3,194
At December 31, 2021
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,913 1,474 — — 11,387
Accumulated amortization /H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,850) (343) — — (8,193)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,063 1,131 — — 3,194
Y ear ended December 31, 2022
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H11002,063 1,131 — — 3,194
Acquisition of subsidiaries
(Note 36) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,588 — 8,654 75,587 85,829
Amortization charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,384) (147) (801) — (2,332)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H11002,267 984 7,853 75,587 86,691
At December 31, 2022
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,501 1,474 8,654 75,587 97,216
Accumulated amortization /H1100/H1100/H1100/H1100/H1100/H1100/H1100(9,234) (490) (801) — (10,525)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,267 984 7,853 75,587 86,691
APPENDIX I ACCOUNTANT’S REPORT
– I-63 –


--- page 639 ---
Software Trademarks
Customer
contracts and
relationships Goodwill Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Six months ended June 30, 2023
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H11002,267 984 7,853 75,587 86,691
Amortization charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(554) (74) (1,706) — (2,334)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H11001,713 910 6,147 75,587 84,357
At June 30, 2023
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,501 1,474 8,654 75,587 97,216
Accumulated amortization /H1100/H1100/H1100/H1100/H1100/H1100/H1100(9,788) (564) (2,507) — (12,859)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,713 910 6,147 75,587 84,357
(Unaudited)
Six months ended June 30, 2022
Opening net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H11002,063 1,131 — — 3,194
Amortization charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(716) (74) — — (790)
Closing net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H11001,347 1,057 — — 2,404
(Unaudited)
At June 30, 2022
Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,913 1,474 — — 11,387
Accumulated amortization /H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,566) (417) — — (8,983)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,347 1,057 — — 2,404
Amortization of the Group’s intangible assets had been recognized as follows:
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cost of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 0 5 3———
Selling and marketing expenses /H1100/H1100/H1100512 376 — — 1,587
General and administrative
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100638 2,791 2,221 709 747
Research and development
expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100431 426 111 81 —
1,886 3,596 2,332 790 2,334
The additions to goodwill were mainly arising from the acquisitions of subsidiaries (Note 36). Goodwill is monitored by
management at the level of Shanghai UBJ and Jiangsu Tianhui. Management of the Company considers that the respective
business of Shanghai UBJ and Jiangsu Tianhui are the smallest identifiable group of assets that generate cash inflows that
are largely independent from other assets’ cash inflows. Management determined the recoverable amounts of Shanghai UBJ
CGU and Jiangsu Tianhui CGU based on VIU calculations.
Based on the results of the impairment assessments, no impairment loss on the goodwill was recognized as at December 31,
2022 and June 30, 2023. The calculations of recoverable amounts used pre-tax cash flow projections, based on financial
budgets prepared by management covering a five-year period. Cash flows beyond the five-year period is extrapolated using
estimated terminal growth rates. The key inputs and results of the impairment assessments are as below:
Shanghai UBJ
As at December 31,
2022
As at
June 30,
2023
Growth rates during the projection period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005.8%~31.7% 5.1%~36.9%
Gross margin during the projection period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110045.6% 48.3%
Pre-tax discount rates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018.05% 18.04%
Terminal growth rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.0% 2.2%
Recoverable amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100264,572 262,266
Headroom (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,070 9,890
APPENDIX I ACCOUNTANT’S REPORT
– I-64 –


--- page 640 ---
Jiangsu Tianhui
As at December 31,
2022
As at
June 30,
2023
Growth rates during the projection period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007.0%~171.6% 5.7%~171.6%
Gross margin during the projection period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020.9%~22.6% 20.9%~22.6%
Pre-tax discount rates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021.76% 22.26%
Terminal growth rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002.0% 2.2%
Recoverable amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071,922 73,783
Headroom (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,009 5,529
Had the estimated revenue growth rates during the forecast period been 100 basis point lower, the recoverable amount of
Shanghai UBJ would decrease by RMB5,000,000 and RMB3,186,000 as at December 31, 2022 and June 30, 2023
respectively, and the recoverable amount of Jiangsu Tianhui would decrease by RMB2,000,000 and RMB2,068,000 as at
December 31, 2022 and June 30, 2023 respectively. Any reasonably possible changes in key assumptions would not lead to
impairment as at December 31, 2022 and June 30, 2023.
19 Investments in subsidiaries
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Investments in subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,238,233 1,920,939 2,835,343 3,515,034
Less: provisions for impairment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(321,299) (513,016) (748,067) (843,919)
916,934 1,407,923 2,087,276 2,671,115
The list of subsidiaries of the Company is set out in Note 14. The Company recognized impairment on investments in
subsidiaries due to their negative operating performance.
20 Investments accounted for using the equity method
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Investments in a joint venture (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
– Share of net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110067,507 78,172 — —
– Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,668 30,165 — —
92,175 108,337 — —
Investments in associates (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
– Share of net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,00 4———
97,179 108,337 — —
(a) Investment in a joint venture
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
At the beginning of the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081,459 92,175 108,337 —
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 8,742 — —
Share of results /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,716 7,420 5,521 —
Deemed disposal (Note 36) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (113,858) —
At the end of the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110092,175 108,337 — —
APPENDIX I ACCOUNTANT’S REPORT
– I-65 –


--- page 641 ---
Details of the joint venture of the Group, which was a limited liability company, were as follows:
Company name
Place of
incorporation
and operation
Principal
activities
Proportion of equity interests held by the Group
As at December 31,
As at
June 30, As at the date
of this report2020 2021 2022 2023
Shanghai UBJ /H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC Provision of
robotic ancillary
services
38.08% 39.73% N/A N/A N/A
In September 2018, the Company obtained 40.5% equity interests of Shanghai UBJ by capital injection and acquisition of
equity interests from an existing shareholder of Shanghai UBJ for a total consideration of RMB36,000,000. According to the
shareholders’ agreement and article of association of Shanghai UBJ, the board of directors of Shanghai UBJ consists of five
directors, three being designated by the Company and two being designated by Mr. Huang Jingsong, a major shareholder of
Shanghai UBJ, and the major business decisions shall be approved by at least two-thirds of the board of directors. As such,
Shanghai UBJ was regarded as a joint venture of the Group.
Subsequently in April 2019, the equity interests of Shanghai UBJ held by the Company increased from 40.5% to 43.96%,
following the acquisition of equity interest of Shanghai UBJ from an existing shareholder of Shanghai UBJ, at a
consideration of RMB6,518,000.
In October 2019, five investors (the “Series B Investors”) injected a total of RMB70,900,000 into Shanghai UBJ for 13.38%
equity interests of Shanghai UBJ and acquired 5.3% equity interests of Shanghai UBJ from other shareholders at
RMB28,100,000, collectively obtained 18.68% equity interests of Shanghai UBJ at RMB99,000,000. The equity interests of
Shanghai UBJ held by the Company was then diluted from 43.96% to 38.08%. According to the updated shareholders’
agreement of Shanghai UBJ, the major business decisions of Shanghai UBJ shall be approved jointly by the Company, the
Series B Investors and Mr. Huang Jingsong, who collectively held 84.37% equity interests of Shanghai UBJ. As such,
Shanghai UBJ was continue regarded as a joint venture of the Group.
The shareholders’ agreement of Shanghai UBJ dated October 28, 2019 (the “Shanghai UBJ Shareholder Agreement”)
contains the below preferential rights.
Redemption rights
The Series B Investors were granted rights to request Shanghai UBJ and/or certain management of Shanghai UBJ
including Mr. Huang Jingsong (the “Management Shareholders”) who collectively held 30.94% equity interests of
Shanghai UBJ, to repurchase the equity interests held by the Series B Investors when certain conditions are met or
not met in future dates. The repurchase price represents the investment cost paid by the Series B Investors and the
declared and unpaid dividends, if any. One of the major repurchase events is when Shanghai UBJ fails to complete
a qualified initial public offering within 5 years from the capital injection date. Consequently, Shanghai UBJ does not
have an unconditional right to avoid delivering cash to redeem the capital invested by Series B Investors upon failing
initial public offering and thus the total amount of RMB99,000,000 invested by Series B Investors was recognized
as “redemption liabilities” in the books of Shanghai UBJ.
Drag-along rights
According to the Shanghai UBJ Shareholder Agreement, if any of the shareholders including the Company and the
Series B Investors (collectively the “Preferred Shareholders”) proposes in writing to sell all or more than 50% equity
interest in Shanghai UBJ or substantially all of the assets (including intellectual property rights) or business of
Shanghai UBJ to third parties after December 31, 2019, which will cause the then shareholders of Shanghai UBJ to
no longer have more than 50% of the voting rights (the “Overall Sale”), the shareholders of Shanghai UBJ other than
the Preferred Shareholders shall agree to sell all or part of the equity interested in Shanghai UBJ held by them on the
same terms and conditions as the Preferred Shareholders, or support Shanghai UBJ to sell all or substantially all of
its assets or business when the valuation of Shanghai UBJ is no less than a certain amount. If a shareholder does not
agree to the Overall Sale, such shareholder has the obligation to purchase all the equity interests of Shanghai UBJ
held by the Preferred Shareholders at the identical terms offered by the third party potential buyers.
In December 2021, the Company entered into an agreement with a shareholder of Shanghai UBJ to acquire 1.65% of its
equity interest at a cash consideration of RMB8,742,000 and the equity interests of Shanghai UBJ held by the Group
increased from 38.08% to 39.73%. Shanghai UBJ continued to be accounted for as a joint venture due to the aforementioned
arrangement was not changed.
In July 2022, the Group acquired additional 47.8% equity interest of Shanghai UBJ. As a result, the Group obtained control
on Shanghai UBJ. The transaction was treated as business combination. The details were disclosed in Note 36.
As a condition of the acquisition of Shanghai UBJ, pursuant to the supplemented shareholder agreement dated June 15, 2022,
the Company and the Series B Investors have waived the above preferential rights. As such, the above preferential rights no
longer existed since then.
APPENDIX I ACCOUNTANT’S REPORT
– I-66 –


--- page 642 ---
The tables below provide summarized financial information of Shanghai UBJ. The information disclosed reflects the
amounts presented in the financial statements of Shanghai UBJ and not the Group’s share of those amounts. They have been
amended to reflect adjustments made by the Group when using the equity method.
As at December 31,
2020 2021
RMB’000 RMB’000
Consolidated summarized statements of financial position of Shanghai UBJ
Current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100196,983 210,633
Non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,399 3,668
TOTAL ASSETS /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100202,382 214,301
Current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,807 17,395
Non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100,299 99,148
TOTAL LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100124,106 116,543
TOTAL EQUITY /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110078,276 97,758
Reconciliation to carrying amount:
Opening net assets as at January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,137 78,276
Profit for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028,139 19,482
Closing net assets as at December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110078,276 97,758
Add: adjustments on redemption liabilities (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110099,000 99,000
Closing adjusted net assets as at December 31 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100177,276 196,758
Group’s share in % /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110038.08% 39.73%
Group’s share in RMB’000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110067,507 78,172
Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,668 30,165
Carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110092,175 108,337
Y ear ended December 31,
2020 2021
RMB’000 RMB’000
Summarized consolidated income statements of Shanghai UBJ
Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100104,956 110,844
Other costs and expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(76,817) (91,362)
Profit and total comprehensive income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028,139 19,482
(i) The redemption liabilities were adjusted to net assets shared by the Group as the Series B Investors of Shanghai UBJ
have identical rights as ordinary shareholders of Shanghai UBJ.
The joint venture is an unlisted company and has no quoted price. No material contingent liability is related to the joint
venture.
The Group had performed impairment assessment on the investment in a joint venture and based on the assessment, the
recoverable amount of the investment in a joint venture as at December 31, 2020 and 2021 were higher than the carrying
amounts and no impairment had been provided.
(b) Investments in associates
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
At the beginning of the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,348 5,004 — —
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110051,911 3,000 — —
Share of results /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(54,255) (8,004) — —
At the end of the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,00 4———
APPENDIX I ACCOUNTANT’S REPORT
– I-67 –


--- page 643 ---
The associates are unlisted companies and have no quoted price. Details of the associates of the Group, which were limited
liability companies, were as follows:
Company Name
Place of
incorporation
and operation
Principal
activities
Proportion of equity interests held by the Group
As at December 31,
As at
June 30, As at the date
of this report2020 2021 2022 2023
Sichuan UBTECH City Sports
Industry Development
Co., Ltd. (̹᜗
ப΂ʮ̡) /H1100/H1100
PRC Investment
holdings
37% 37% 37% 37% 37%
Shenzhen Yiersan Technology
Co., Ltd. (Ҧ
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC Sales of
robotic
products
27% 27% 27% 27% 27%
Sichuan Shanyuan Sports
Industry Development
Co., Ltd. (“Sichuan
Shanyuan”,᜗ԃପ
ʮ̡) (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC Sales of sports
equipment
N/A 40% 40% 40% 40%
Shenzhen UBID Management
Co., Ltd. (“Shenzhen
UBID”, ଉέ̹Ꮄ̀੻၍ଣϞ
ʮ̡) (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
PRC Investment
holdings
33% 33% — — —
(i) In June 2021, Sichuan Shanyuan was incorporated in Mainland China with registered share capital of
RMB100,000,000, of which the Group subscribed 40%. In July 2021, the Group injected RMB3,000,000 into Sichuan
Shanyuan.
(ii) In March 2022, the Group disposed of the equity interests in Shenzhen UBID at nil consideration.
The directors of the Company considered that none of the associates were significant to the Group.
As at December 31, 2020, 2021 and 2022 and June 30, 2023, there were no material contingent liabilities relating to the
Group’s interests in the associates.
21 Financial instruments by category
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
At amortized cost
Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100136,659 368,125 662,053 662,310
Deposits and other receivables (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,253 50,875 50,441 90,245
Restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100114,189 167,629 48,181 4,388
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100621,754 273,103 145,398 619,148
At fair value
Financial assets at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,07 6———
Financial assets at FVOCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,000 3,973 5,573 5,441
Financial liabilities
At amortized cost
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100192,416 362,479 305,406 324,765
Other payables and accruals (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100221,170 278,457 337,893 336,617
Borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100576,216 758,404 622,662 934,406
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110097,810 86,930 66,134 67,123
(a) Excluding deductible input VAT
(b) Excluding payables for employee benefit expenses, VAT and other taxes payables and provisions
The Group’s exposure to various risks associated with the financial instruments is discussed in Note 3. The maximum
exposure to credit risk at the end of each reporting period is the carrying amount of each class of financial assets mentioned
above.
APPENDIX I ACCOUNTANT’S REPORT
– I-68 –


--- page 644 ---
22 Financial assets at fair value through profit or loss
As at December 31,
Six months
ended June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Investments in wealth management
products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,07 6———
Movements in investments in wealth management products were disclosed in Note 3.3.
The returns on these wealth management products were not guaranteed, and therefore the Group designated them as financial
assets at FVPL. Changes in fair value of these financial assets were recognized in other losses and gains, net in the
consolidated income statements.
23 Financial assets at fair value through other comprehensive income
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Investments in unlisted entities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,000 3,973 5,573 5,441
The Group’s financial assets at FVOCI represent the investments in the equity interests of certain unlisted entities. The fair
value estimation and movements of the investments are disclosed in Note 3.3.
24 Inventories
The Group
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials
— At cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,774 43,609 49,091 68,458
Working in progress
— At cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,877 13,647 28,592 50,038
Finished goods
— At cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100342,182 357,321 184,473 181,212
—A tN R V /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 15,587 1,531
Contract fulfillment costs
— At cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 11,499 54,923 115,242
412,833 426,076 332,666 416,481
The Company
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials
— At cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,960 35,146 36,281 15,031
Work in progress
— At cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,181 9,414 8,258 8,529
Finished goods
— At cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100370,413 277,877 129,990 141,372
—A tN R V /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 11,550 1,493
402,554 322,437 186,079 166,425
APPENDIX I ACCOUNTANT’S REPORT
– I-69 –


--- page 645 ---
During the Track Record Period, the Group made NRV provision on inventories due to the anticipated sales of goods below
cost. The movements of allowance for write-down are analyzed as follow:
Y ear ended December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
At the beginning of the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,765 81,466 40,136 72,771
Provision /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,580 1,203 70,618 1,999
Write-off due to scrap /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(13,335) (35,695) (10,244) (3,121)
Write-off due to sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,544) (6,838) (27,739) (42,917)
At the end of the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081,466 40,136 72,771 28,732
25 Trade receivables
The Group
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables from contracts with
customers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100178,969 397,453 696,398 659,932
Note receivables (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,220 21,214 55,284 99,986
180,189 418,667 751,682 759,918
Less: loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(43,530) (50,542) (89,629) (97,608)
Trade receivables — net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100136,659 368,125 662,053 662,310
The Company
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables from contracts with
customers (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100619,046 730,921 380,607 322,647
Note receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100 — 150 —
619,146 730,921 380,757 322,647
Less: loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(27,725) (33,237) (56,805) (58,947)
Trade receivables — net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100591,421 697,684 323,952 263,700
(a) During the Track Record Period, the Group endorsed certain note receivables to its suppliers in order to settle the
trade payables due to these suppliers. As at December 31, 2020, 2021 and 2022 and June 30, 2023, the note
receivables amounts of RMB1,120,000, RMB20,913,000, RMB53,409,000 and RMB93,917,000 were endorsed by the
Group respectively. In the opinion of the directors, the Group has retained substantial risks and rewards, which
include default risks relating to the endorsed note receivables, and accordingly, continued to recognize the full
carrying amounts of the endorsed note receivables and the associated trade payables settled.
(b) As at December 31, 2020, 2021 and 2022 and June 30, 2023, trade receivables of the Company included the amounts
due from subsidiaries of RMB563,294,000, RMB654,226,000 and RMB228,794,000 and RMB142,964,000,
respectively.
(c) Trade receivables are mainly arising from sales of robotic products and provision of ancillary services. Customers are
generally granted credit periods within 12 months. The ageing analysis of trade receivables based on invoice date is
as follows:
APPENDIX I ACCOUNTANT’S REPORT
– I-70 –


--- page 646 ---
The Group
As at December 31, As at June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
0 to 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110075,147 249,790 481,680 253,012
6 to 12 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,826 90,011 119,912 293,026
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110072,777 22,365 89,978 133,598
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,427 52,063 11,916 43,308
Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 4,438 48,196 36,974
180,189 418,667 751,682 759,918
The Company
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
0 to 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,439 226,811 69,888 77,365
6 to 12 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110062,796 55,448 127,775 42,050
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100151,521 34,792 136,561 126,901
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100323,870 127,886 24,306 33,325
Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,520 285,984 22,227 43,006
619,146 730,921 380,757 322,647
26 Prepayments, deposits and other receivables
The Group
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Prepayments for
— inventories (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,798 41,123 29,785 72,659
— operating expenses (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,585 30,124 18,075 19,474
— property, plant and equipment (c) /H1100/H1100/H1100/H1100/H1100/H110025,575 7,668 13,003 13,482
— listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 13,385 34,437
— acquisition of land use right /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — 17,100
78,958 78,915 74,248 157,152
Deposits paid for
— guarantees of product quality (d) /H1100/H1100/H1100/H1100/H1100/H110011,856 11,819 15,592 11,353
— property, plant and equipment (e) /H1100/H1100/H1100/H1100/H1100/H11002,623 2,589 2,589 2,595
— investment in a subsidiary (f) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 5,000 — —
— right-of-use assets (g) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,898 31,160 30,600 30,334
Recoverable V A T and other taxes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100187,660 249,268 104,368 128,719
Receivables related to asset disposals /H1100/H1100/H1100/H1100/H1100/H1100— — 7,000 49,065
Advances to employees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,169 1,007 3,415 4,372
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,898 9,815 8,334 10,289
Deposits and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100214,104 310,658 171,898 236,727
Less: loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,191) (10,515) (17,089) (17,763)
203,913 300,143 154,809 218,964
Prepayments, deposits and other receivables
— net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100282,871 379,058 229,057 376,116
Less: non-current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(30,080) (25,377) (47,992) (77,054)
252,791 353,681 181,065 299,062
APPENDIX I ACCOUNTANT’S REPORT
– I-71 –


--- page 647 ---
The Company
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Prepayments for
— inventories (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100169,703 188,411 135,820 144,888
— operating expenses (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,390 21,980 11,167 8,559
— property, plant and equipment (c) /H1100/H1100/H1100/H1100/H1100/H110019,569 1,282 809 2,631
— listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 13,385 34,437
204,662 211,673 161,181 190,515
Deposits paid for
— guarantees of product quality (d) /H1100/H1100/H1100/H1100/H1100/H11001,149 1,371 1,364 834
— investment in a subsidiary (f) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 5,000 — —
— right-of-use assets (g) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,747 24,457 23,683 25,091
Amounts due from subsidiaries (h) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100727,925 639,908 770,137 772,318
Recoverable V A T and other taxes /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,966 90,360 — —
Advances to employees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100922 689 1,795 2,418
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,695 7,779 5,299 4,599
Deposits and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100827,404 769,564 802,278 805,260
Less: Allowance for impairment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(9,849) (9,134) (18,816) (23,226)
817,555 760,430 783,462 782,034
Prepayments, deposits and other receivables
— net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,022,217 972,103 944,643 972,549
Less: non-current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(19,569) (1,282) (809) (2,631)
1,002,648 970,821 943,834 969,918
(a) The amounts mainly represented prepayments to suppliers for purchase of inventories which have not been received
by the Group.
(b) The amounts mainly represented professional service fees, advertising and promotion expenses to be recognized as
expenses when the services are provided to the Group.
(c) The amounts mainly represented prepayments for construction costs and leasehold improvements.
(d) The amounts mainly represented deposits paid to customers as guarantees of products quality. The deposits will be
refunded to the Group upon the expiry of the warranty period.
(e) The amounts mainly represented deposits paid for construction in progress. The deposits will be refunded to the
Group upon the completion of the construction.
(f) The amounts mainly represented deposits paid for acquisition of additional equity interest in Shanghai UBJ (Note 36).
(g) The amounts mainly represented deposits paid for purchases of land use rights and rental of buildings.
(h) The amounts due from subsidiaries were unsecured, interest-free and repayable on demand.
27 Cash and cash equivalents and restricted cash
The Group
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Cash at banks and on hand (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100735,943 440,732 193,579 623,536
Less: restricted cash (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(114,189) (167,629) (48,181) (4,388)
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100621,754 273,103 145,398 619,148
APPENDIX I ACCOUNTANT’S REPORT
– I-72 –


--- page 648 ---
The Company
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Cash at banks and on hand (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100665,813 341,964 98,149 131,094
Less: restricted cash (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(114,189) (167,629) (45,056) —
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100551,624 174,335 53,093 131,094
(a) Cash at banks and on hand were denominated in the following currencies:
The Group
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
RMB /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100688,260 403,100 165,906 605,774
USD /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,106 35,134 14,334 13,493
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,577 2,498 13,339 4,269
735,943 440,732 193,579 623,536
The Company
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
RMB /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100651,232 340,468 94,920 125,175
USD /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,581 1,496 3,229 5,919
665,813 341,964 98,149 131,094
(b) Restricted cash
The Group’s restricted cash were pledged as collateral to secure note payables, borrowings and loan facilities granted to the
Group (Note 38).
28 Share capital
Number of
ordinary shares Share capital
RMB’000
Issued and fully paid
As at January 1, 2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100360,000,000 360,000
Issuance of ordinary shares by subscription (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,748,578 17,749
As at December 31, 2020 and January 1, 2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100377,748,578 377,749
Issuance of ordinary shares by subscription (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,338,741 6,339
As at December 31, 2021 and January 1, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100384,087,319 384,088
APPENDIX I ACCOUNTANT’S REPORT
– I-73 –


--- page 649 ---
Number of
ordinary shares Share capital
RMB’000
Issuance of ordinary shares by subscription (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,874,239 8,874
As at June 30, 2022 (Unaudited) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100392,961,558 392,962
Issuance of ordinary shares by subscription (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,919,498 10,919
Issuance of ordinary shares in connection with acquisition of Shanghai
UBJ (Note 36) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,166,319 1,166
As at December 31, 2022 and January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100396,173,136 396,173
Issuance of ordinary shares by subscription (d) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,395,538 10,396
As at June 30, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100406,568,674 406,569
(a) During the year ended December 31, 2020, the Company issued a total of 17,748,578 ordinary shares at the price of
RMB78.88 per share to investors, and raised a total of RMB1,400,000,000, of which RMB17,749,000 was included
in the share capital and RMB1,382,251,000 was included in the share premium.
(b) During the year ended December 31, 2021, the Company issued a total of 6,338,741 ordinary shares at the price of
RMB78.88 per share to investors, and raised a total of RMB500,000,000, of which RMB6,339,000 was included in
the share capital and RMB493,661,000 was included in the share premium.
(c) During the year ended December 31, 2022, the Company issued a total of 10,919,498 ordinary shares at the price of
RMB78.88 per share to investors and raised a total of RMB861,330,000, of which RMB10,919,000 was included in
the share capital and RMB850,411,000 was included in the share premium.
(d) During the six months ended June 30, 2023, the Company issued a total of 10,395,538 ordinary shares at the price
of RMB78.88 per share to an investor and raised a total of RMB820,000,000, of which RMB10,396,000 was included
in the share capital and RMB809,604,000 was included in the share premium.
29 Reserves
The Group
Share
premium
Share-based
compensation
reserve
Exchange
reserves
Accumulated
losses
Other
reserves Total reserves
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at January 1,
2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,580,544 111,965 1,637 (1,804,303) — (110,157)
Loss for the year /H1100/H1100/H1100/H1100— — — (706,990) — (706,990)
Issuance of ordinary
shares
(Note 28(a)) /H1100/H1100/H1100/H1100/H1100/H11001,382,251 ———— 1,382,251
Equity incentive
schemes — value
of services /H1100/H1100/H1100/H1100/H1100/H1100— 64,49 0——— 64,490
Transactions with
non-controlling
interests (Note
40) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — — (4) (4)
Currency translation
differences /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 12,006 — — 12,006
As at December 31,
2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,962,795 176,455 13,643 (2,511,293) (4) 641,596
As at January 1,
2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,962,795 176,455 13,643 (2,511,293) (4) 641,596
Loss for the year /H1100/H1100/H1100/H1100— — — (920,180) — (920,180)
Issuance of ordinary
shares
(Note 28(b)) /H1100/H1100/H1100/H1100/H1100/H1100493,661 ———— 493,661
Equity incentive
schemes — value
of services /H1100/H1100/H1100/H1100/H1100/H1100— 156,39 6——— 156,396
Changes in fair value
of the financial
assets at FVOCI
(Note 3.3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — — (7,027) (7,027)
APPENDIX I ACCOUNTANT’S REPORT
– I-74 –


--- page 650 ---
Share
premium
Share-based
compensation
reserve
Exchange
reserves
Accumulated
losses
Other
reserves Total reserves
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Currency translation
differences /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 3,912 — — 3,912
As at December 31,
2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,456,456 332,851 17,555 (3,431,473) (7,031) 368,358
As at January 1,
2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,456,456 332,851 17,555 (3,431,473) (7,031) 368,358
Loss for the year /H1100/H1100/H1100/H1100— — — (974,809) — (974,809)
Issuance of ordinary
shares
(Note 28(c)) /H1100/H1100/H1100/H1100/H1100/H1100850,411 ———— 850,411
Appropriation of
statutory
reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — (915) 915 —
Equity incentive
schemes — value
of services — 204,38 7——— 204,387
Changes in fair value
of the financial
assets at FVOCI
(Note 3.3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — — 1,600 1,600
Transactions with
non-controlling
interests
(Note 40) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — — 41,065 41,065
Acquisition of
subsidiaries
(Note 36) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090,833 ———— 90,833
Currency translation
differences /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (16,739) — — (16,739)
As at December 31,
2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,397,700 537,238 816 (4,407,197) 36,549 565,106
As at January 1,
2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,397,700 537,238 816 (4,407,197) 36,549 565,106
Loss for the period /H1100/H1100 — — — (532,793) — (532,793)
Issuance of ordinary
shares
(Note 28(d)) /H1100/H1100/H1100/H1100/H1100/H1100809,604 ———— 809,604
Equity incentive
schemes — value
of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100— 178,22 0——— 178,220
Changes in fair value
of the financial
assets at FVOCI
(Note 3.3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — — (132) (132)
Transactions with
non-controlling
interests
(Note 40) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — — 40,433 40,433
Currency translation
differences /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (4,003) — — (4,003)
As at June 30,
2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,207,304 715,458 (3,187) (4,939,990) 76,850 1,056,435
APPENDIX I ACCOUNTANT’S REPORT
– I-75 –


--- page 651 ---
Share
premium
Share-based
compensation
reserve
Exchange
reserves
Accumulated
losses
Other
reserves Total reserves
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
As at January 1,
2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,456,456 332,851 17,555 (3,431,473) (7,031) 368,358
Loss for the period /H1100/H1100 — — — (509,903) — (509,903)
Issuance of ordinary
shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100691,126 ———— 691,126
Equity incentive
schemes — value
of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100— 114,91 6——— 1 14,916
Changes in fair value
of the financial
assets at FVOCI
(Note 3.3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — — 491 491
Transactions with
non-controlling
interests
(Note 40(a)) /H1100/H1100/H1100/H1100/H1100/H1100— — — — 13,908 13,908
Currency translation
differences /H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (10,884) — — (10,884)
As at June 30,
2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,147,582 447,767 6,671 (3,941,376) 7,368 668,012
The Company
Share
premium
Share-based
compensation
reserve
Accumulated
losses Other reserves Total reserves
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at January 1, 2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,580,544 111,965 (1,061,865) — 630,644
Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (1,042,602) — (1,042,602)
Issuance of ordinary shares (Note
28(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,382,251 — — — 1,382,251
Equity incentive schemes — value
of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 64,490 — — 64,490
As at December 31, 2020 /H1100/H1100/H1100/H1100/H1100/H1100/H11002,962,795 176,455 (2,104,467) — 1,034,783
As at January 1, 2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,962,795 176,455 (2,104,467) — 1,034,783
Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (1,018,077) — (1,018,077)
Issuance of ordinary shares (Note
28(b)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100493,661 — — — 493,661
Equity incentive schemes — value
of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 156,396 — — 156,396
Changes in fair value of the
financial assets at FVOCI /H1100/H1100/H1100/H1100/H1100— — — (7,027) (7,027)
As at December 31, 2021 /H1100/H1100/H1100/H1100/H1100/H1100/H11003,456,456 332,851 (3,122,544) (7,027) 659,736
As at January 1, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,456,456 332,851 (3,122,544) (7,027) 659,736
Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (1,101,284) — (1,101,284)
Issuance of ordinary shares (Note
28(c)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100850,411 — — — 850,411
Equity incentive schemes — value
of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 204,387 — — 204,387
Changes in fair value of the
financial assets at FVOCI /H1100/H1100/H1100/H1100/H1100— — — 229 229
Issuance of ordinary shares in
connection with acquisition of a
subsidiary (Note 30(b)) /H1100/H1100/H1100/H1100/H1100/H1100/H110090,833 — — — 90,833
As at December 31, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H11004,397,700 537,238 (4,223,828) (6,798) 704,312
APPENDIX I ACCOUNTANT’S REPORT
– I-76 –


--- page 652 ---
Share
premium
Share-based
compensation
reserve
Accumulated
losses Other reserves Total reserves
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,397,700 537,238 (4,223,828) (6,798) 704,312
Loss for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (583,310) — (583,310)
Issuance of ordinary shares (Note
28(d)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100809,604 — — — 809,604
Equity incentive schemes — value
of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 179,466 — — 179,466
Changes in fair value of the
financial assets at FVOCI /H1100/H1100/H1100/H1100/H1100— — — (132) (132)
As at June 30, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,207,304 716,704 (4,807,138) (6,930) 1,109,940
(Unaudited)
As at January 1, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,456,456 332,851 (3,122,544) (7,027) 659,736
Loss for the period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — (524,894) — (524,894)
Issuance of ordinary shares /H1100/H1100/H1100/H1100/H1100691,126 — — — 691,126
Equity incentive schemes — value
of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 114,916 — — 114,916
Changes in fair value of the
financial assets at FVOCI /H1100/H1100/H1100/H1100/H1100— — — (551) (551)
As at June 30, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,147,582 447,767 (3,647,438) (7,578) 940,333
30 Share-based compensation
(a) Equity incentive scheme
Since 2015, share incentive plans were established by the Company and Mr. Zhou Jian to grant RSUs to employees of the
Group and other designated persons (“Equity Incentive Scheme”) for the purpose of attracting and retaining suitable
personnel to enhance the development of the Group.
According to the Equity Incentive Scheme, the grantees became limited partners of certain established limited liability
partnerships (“RSU platform”) on the grant date. These RSU platforms in turn are limited partners of Shenzhen Evolution
Investment Limited Partnership (“Shenzhen Evolution”, ଉέ̹ආʷሞҳ༟ΥྫΆุ(Υྫ)) which directly held
39,599,280 ordinary shares of the Company as at June 30, 2023.
Mr. Zhou Jian has the sole discretion to invite any eligible persons to participate in the Equity Incentive Scheme by obtaining
partnership interests of a RSU platform at a price determined by Mr. Zhou Jian either through subscription to the limited
partnership or transfer of interest from Mr. Zhou Jian (or his designated persons). If a grantee ceases to be employed by the
Group within the vesting period, the granted RSUs should be repurchased by Mr. Zhou Jian (or his designated persons) at
the original subscription/transfer price.
The granted RSUs will vest at various dates. Based on the current ownership structure of Shenzhen Evolution, 1 unit of RSU
is equivalent to 0.1 unit of Shenzhen Evolution and 1 unit of RSU is equivalent to approximately 1.3743 shares of the
Company upon vesting.
The fair value of the RSUs granted to employees on the grant date was determined with interpolation method, considering
the pricing of recent rounds of financing of the Company and liquidity factors by the independent valuer. As certain
employees obtained the RSUs at a price lower than the fair value, the scheme is considered as equity-settled share-based
payments to employees by the Group. The share-based compensation expenses recognized during the Track Record Period
are summarized in Note 10. As the grantees became the limited partners of a shareholder of the Company, the issuance of
the RSUs to the Group’s employees is regarded as a contribution from a shareholder and was credited to the share-based
compensation reserve in the equity.
APPENDIX I ACCOUNTANT’S REPORT
– I-77 –


--- page 653 ---
The movements of the number of RSUs during the Track Record Period are summarized below:
To be vested in
To be vested
by the end of
two years
after an initial
public offering Total2022 2023 2024
As at January 1, 2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — 11,519,200 11,519,200
Granted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — 212,000 212,000
Forfeited due to resignation /H1100/H1100/H1100/H1100/H1100/H1100— — — (790,000) (790,000)
As at December 31, 2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — 10,941,200 10,941,200
As at January 1, 2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — 10,941,200 10,941,200
Granted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,251,430 1,241,370 20,650 225,400 3,738,850
Forfeited due to resignation /H1100/H1100/H1100/H1100/H1100/H1100(131,440) (92,900) — (2,524,700) (2,749,040)
As at December 31, 2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,119,990 1,148,470 20,650 8,641,900 11,931,010
As at January 1, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,119,990 1,148,470 20,650 8,641,900 11,931,010
Granted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — 76,000 76,000
Forfeited due to resignation /H1100/H1100/H1100/H1100/H1100/H1100(263,595) (217,375) (4,250) (651,150) (1,136,370)
V ested /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,856,395) — — — (1,856,395)
As at December 31, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 931,095 16,400 8,066,750 9,014,245
As at January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 931,095 16,400 8,066,750 9,014,245
Granted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 822,950 852,950 34,000 1,709,900
Forfeited due to resignation /H1100/H1100/H1100/H1100/H1100/H1100— (112,600) (28,250) (146,000) (286,850)
V ested /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (28,320) — — (28,320)
As at June 30, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 1,613,125 841,100 7,954,750 10,408,975
(Unaudited)
As at January 1, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,119,990 1,148,470 20,650 8,641,900 11,931,010
Granted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — 73,000 73,000
Forfeited due to resignation /H1100/H1100/H1100/H1100/H1100/H1100(199,130) (157,050) (3,000) (570,400) (929,580)
V ested /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(504,180) — — — (504,180)
As at June 30, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,416,680 991,420 17,650 8,144,500 10,570,250
(b) Shares issued to the Three Sellers
As further explained in Note 36(a)(iii), in July 2022, the Company issued 1,166,319 ordinary shares to the Three Sellers in
connection with the Shanghai UBJ Acquisition. The fair value of these ordinary shares of RMB91,999,000 was recognized
as share-based payment expenses in “general and administrative expense” with corresponding increase in share capital of
RMB1,166,000 and in share premium of RMB90,833,000.
APPENDIX I ACCOUNTANT’S REPORT
– I-78 –


--- page 654 ---
31 Deferred income tax
No deferred income tax assets are recognized for temporary differences and tax losses carry-forwards as the recognition of
the related tax benefits through the future taxable profits is not probable. Management will continue to assess the recognition
of deferred income tax assets in future reporting periods. Tax impact of temporary differences of RMB102,817,000,
RMB118,631,000 and RMB113,751,000 and RMB120,159,000 as at December 31, 2020, 2021 and 2022 and June 30, 2023
respectively were not recognized as deferred income tax assets. The Group did not recognize deferred income tax assets of
RMB353,761,000, RMB523,660,000 and RMB691,168,000 and RMB784,378,000 in respect of tax losses amounting to
RMB2,180,965,000, RMB3,174,325,000 and RMB4,182,423,000 and RMB4,770,939,000 as at December 31, 2020, 2021
and 2022 and June 30, 2023 respectively, which can be carried forward to offset against future taxable profits. The tax losses
will expire in the following years:
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,75 4———
2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,204 10,204 — —
2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,876 6,875 6,859 6,859
2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110037,151 37,149 37,282 36,465
2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100128,370 109,369 103,748 103,748
2026 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,899 203,661 197,525 197,419
2027 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100200,592 200,592 406,888 402,632
After 2027 and indefinitely /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,782,119 2,606,475 3,430,121 4,023,816
2,180,965 3,174,325 4,182,423 4,770,939
32 Trade payables
The ageing analysis of the trade payables based on invoice date was as follows:
The Group
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
0 to 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100122,284 219,629 239,190 275,513
6 to 12 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110070,111 103,926 15,288 11,684
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 38,906 45,909 31,517
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 18 5,019 6,051
192,416 362,479 305,406 324,765
The Company
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
0 to 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100239,281 383,171 298,972 355,362
6 to 12 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100291,374 205,406 233,884 65,792
1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 39,344 60,705 74,759
2 to 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 11 4,739 5,357
530,674 627,932 598,300 501,270
As at December 31, 2020, 2021 and 2022 and June 30, 2023, trade payables of the Company included the amounts due to
subsidiaries of RMB230,430,000, RMB345,755,000 and RMB447,148,000 and RMB407,637,000, respectively.
APPENDIX I ACCOUNTANT’S REPORT
– I-79 –


--- page 655 ---
33 Other payables and accruals
The Group
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Accrued expenses (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110041,193 53,272 27,639 42,107
Payables for /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
— property, plant and equipment (b) /H1100/H1100/H1100/H1100/H1100/H110018,909 48,449 171,890 156,008
— acquisition of land use rights (c) /H1100/H1100/H1100/H1100/H1100/H110031,800 32,266 3,800 3,800
— investment in a joint venture (d) /H1100/H1100/H1100/H1100/H1100/H1100— 8,742 — —
— government grants received (e) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100119,626 125,626 125,626 125,626
— employee benefit expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100114,062 134,438 182,463 134,117
V A T and other taxes payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,707 32,338 54,787 37,002
Provisions (f) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028,604 24,111 24,538 13,313
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,642 10,102 8,938 9,076
371,543 469,344 599,681 521,049
The Company
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Accrued expenses (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,180 33,188 19,051 23,652
Payables for
— property, plant and equipment (b) /H1100/H1100/H1100/H1100/H1100/H11007,907 3,687 6,704 4,235
— investment in a joint venture (d) /H1100/H1100/H1100/H1100/H1100/H1100— 8,742 — —
— employee benefit expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110086,964 93,065 126,754 84,460
Amounts due to subsidiaries (g) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,127,598 1,356,423 1,359,090 1,546,179
V A T and other taxes payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,556 2,744 7,397 4,077
Provisions (f) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,074 6,841 8,086 1,886
Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,138 8,627 7,584 5,728
1,265,417 1,513,317 1,534,666 1,670,217
Less: non-current portion (g) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — — (1,213,278)
Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,265,417 1,513,317 1,534,666 456,939
(a) The amounts mainly represented accrued professional service fees, advertising and promotion expenses.
(b) The amounts mainly represented payables for construction costs and leasehold improvements.
(c) The amounts represented payables for acquisitions of land use rights.
(d) The amounts represented a payable for additional interests in Shanghai UBJ.
(e) The amounts represented the government grants received by the Group for which the performance targets have not
been achieved.
(f) The amounts mainly represented provisions for sales returns and service warranty.
(g) The amounts due to subsidiaries were unsecured and interest-free. All balances were repayable on demand, except for
an amount of RMB1,213,278,000 as at June 30, 2023, which was repayable over 12 months.
APPENDIX I ACCOUNTANT’S REPORT
– I-80 –


--- page 656 ---
34 Deferred income
Deferred income represented government grants received and not yet recognized in the consolidated income statements.
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
At the beginning of the
year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,908 78,784 81,916 81,916 41,164
Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,673 22,657 4,217 4,217 —
Returns due to cancellation (a) /H1100/H1100/H1100/H1100— — (31,500) (31,500) —
Recognized as other income /H1100/H1100/H1100/H1100/H1100/H1100(28,797) (19,525) (13,469) (10,900) (8,274)
At the end of year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110078,784 81,916 41,164 43,733 32,890
Except for an amount of RMB1,000,000 granted to a subsidiary included in the balances of deferred income as at December
31, 2022 and June 30, 2023, all government grants included in the balances of deferred income were granted to the Company.
(a) In 2022, due to the impact of COVID-19 and change of market demands, the Group canceled a research and
industrialization project, which led to return of government grants of RMB31,500,000.
35 Borrowings
The Group
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Bank loans
— Secured /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 90,514 30,028 —
— Secured and guaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100413,143 366,902 356,194 601,914
— Unsecured /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100163,073 300,988 236,440 332,492
576,216 758,404 622,662 934,406
Less: non-current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (106,538) (295,891) (496,355)
576,216 651,866 326,771 438,051
The Company
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Bank loans — current
— Secured /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 30,028 —
— Secured and guaranteed /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100180,328 200,364 — 100,149
— Unsecured /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100141,962 260,913 203,434 239,140
322,290 461,277 233,462 339,289
(a) The Group’s fixed-rate bank loans amounting to RMB475,476,000, RMB651,866,000 and RMB324,469,000 and
RMB432,641,000 carried interest rates ranging from 2.45% to 5.96%, 2.00% to 8.00%, 2.95% to 5.66% and 4.15%
to 5.96% per annum as at December 31, 2020, 2021 and 2022 and June 30, 2023 respectively. The remaining
borrowings amounting to RMB100,740,000, RMB106,538,000, RMB298,193,000 and RMB501,765,000 were carried
at variable rates with effective interest rates ranging from 2.25% to 6.74%, at 6.84%, at 6.84% and at 6.84% per
annum as at December 31, 2020, 2021 and 2022 and June 30, 2023 respectively.
(b) Except for bank loans of RMB74,266,000 and RMB70,482,000 which were denominated in USD as at December 31,
2020 and 2021 respectively, all the bank loans were denominated in RMB.
APPENDIX I ACCOUNTANT’S REPORT
– I-81 –


--- page 657 ---
(c) The Group’s bank loans were repayable as follows:
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100576,216 651,866 326,771 438,051
Between 1 and 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 813 8,265 22,308
Between 2 and 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 17,719 89,263 184,033
Over 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 88,006 198,363 290,014
576,216 758,404 622,662 934,406
The Company’s bank loans were all repayable within 1 year.
36 Business combinations
(a) Before July 2022, the Group held 39.73% equity interests in Shanghai UBJ which was accounted for as a joint venture
(Note 20(a)). In July 2022, the Company acquired additional 47.8% equity interest of Shanghai UBJ from three Series
B Investors (collectively the “Three Sellers”), the Management Shareholders, Shanghai Niuyin Education Technology
Limited Partnership and Mr. Bo Qingrong which held 8.68%, 30.94%, 6.9% and 1.28% equity interest in Shanghai
UBJ respectively, at a total cash consideration of RMB117,760,000 to all sellers. In addition, the Company issued a
total of 1,166,319 ordinary shares to the Three Sellers in connection with the acquisition. The fair value of the
ordinary shares issued was RMB91,999,000 at the acquisition date. Upon completion of the acquisition, the Group
held 87.53% equity interest in Shanghai UBJ and obtained control over Shanghai UBJ. The transaction was treated
as a business combination (“Shanghai UBJ Acquisition”).
Details of the acquisition are as follows:
RMB’000
Consideration
Cash consideration paid to all sellers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100117,760
Fair value of investment in a joint venture held before business combination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,727
Fair value of shares issued to the Three Sellers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,999
Total consideration /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100295,486
RMB’000
Fair value of identifiable assets acquired and liabilities assumed is as follows:
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100415
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100877
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,433
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,736
Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100181,890
Prepayments, deposits and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,859
Financial assets at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028,931
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,612
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(877)
Deferred income tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(903)
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(515)
Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,444)
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,977)
Current tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,268)
Total identifiable net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100215,769
Non-controlling interests (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(26,904)
Net assets acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100188,865
Goodwill is calculated as follows:
Total consideration /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100295,486
Share-based payments charged directly to income statement (iii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(91,999)
Less: Net assets acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(188,865)
Goodwill (iv) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,622
APPENDIX I ACCOUNTANT’S REPORT
– I-82 –


--- page 658 ---
RMB’000
Loss on deemed disposal is calculated as follows:
Fair value of investment in a joint venture held before business combination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,727
Less: carrying amount of investment in a joint venture held before business combination /H1100 (113,858)
Loss on deemed disposal recognized in other losses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(28,131)
Cash flows on business combination, net of cash acquired, are as follows:
Cash consideration paid during the year ended December 31, 2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,000)
Cash consideration paid during the year ended December 31, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(112,760)
Cash and cash equivalents in the subsidiary acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,612
Net cash outflow on acquisition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(114,148)
(i) The Group elected to recognize the non-controlling interests at its proportionate share of the net identifiable
assets.
(ii) As a condition of the Shanghai UBJ Acquisition, pursuant to the supplemental shareholder agreement dated
June 15, 2022, the Company and the Series B Investors have waived the redemption rights and drag-along
rights as disclosed in Note 20 and such preferential rights no longer existed since then. As a result, the
redemption liabilities amounting to RMB99,000,000 of Shanghai UBJ was transferred to the equity of
Shanghai UBJ as the capital paid was no longer redeemable.
(iii) The directors of the Company consider that the purpose of issue of additional 1,166,319 ordinary shares of the
Company to the Three Sellers was to facilitate the Shanghai UBJ Acquisition and was not to pay for the value
of the business acquired. The issue of these shares was not part of the business combination transaction and,
in accordance with HKFRS 3, was regarded as a separate transaction. The Group applied HKFRS 2 to account
for this separate equity-settled share-based payment transaction. (Note 30(b))
(iv) The goodwill arose from the acquisition of Shanghai UBJ was attributable to the expected synergies from
combining the operations of the Group and Shanghai UBJ.
(v) The acquired business contributed a total revenue of RMB16,734,000 and net profit of RMB21,209,000 to the
Group for the period from the acquisition date to December 31, 2022. Had the acquisitions been completed on
January 1, 2022, revenue of the Group for the year ended December 31, 2022 would be RMB1,008,361,000
and net loss of the Group for the year ended December 31, 2022 would be RMB978,990,000.
(b) In December 2022, Wuxi Uqi, a subsidiary of the Group, acquired 100% equity interest in Jiangsu Tianhui from
shareholders of Jiangsu Tianhui by issuance of 7.82% of registered capital of Wuxi Uqi. Jiangsu Tianhui became a
wholly subsidiary of Wuxi Uqi after the acquisition. The transaction was treated as business combination.
RMB’000
Consideration
Fair value of 7.82% registered capital of Wuxi Uqi /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110069,913
RMB’000
The fair value of identifiable assets acquired and liabilities assumed is as follows:
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110058
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100268
Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,809
Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,805
Prepayments, deposits and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100340
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100772
Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,040
Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(268)
Deferred income tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(352)
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,614)
Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(396)
Current tax liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(514)
Total identifiable net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,948
Goodwill is calculated as follows:
Consideration /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110069,913
Less: Net assets acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,948)
Goodwill /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060,965
APPENDIX I ACCOUNTANT’S REPORT
– I-83 –


--- page 659 ---
RMB’000
Cash flows on business combination, net of cash acquired:
— Cash and cash equivalents acquired /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,040
— Cash consideration paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100—
Net cash inflow on acquisition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,040
The acquired business did not contributed any revenue nor net profit to the Group since the acquisition date. Had the
acquisitions been completed on January 1, 2022, revenue of the Group for the year ended December 31, 2022 would
be RMB1,035,921,000 and loss of the Group for the year ended December 31, 2022 would be RMB984,506,000.
37 Cash flow information
(a) Cash used in operations
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Loss before income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(675,495) (900,961) (970,859) (514,738) (547,625)
Adjustments for:
Depreciation of right-of-use assets /H1100 31,055 41,355 36,693 20,505 18,452
Depreciation of property, plant and
equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046,183 54,754 51,018 26,534 22,136
Amortization of intangible assets /H1100/H1100 1,886 3,596 2,332 790 2,334
Net impairment losses on financial
assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,067 7,358 46,386 9,852 8,653
Loss/(gain) on disposals of right-
of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 14,753 — (2,136)
Share of results of investments
accounted for using the equity
method /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110043,539 584 (5,521) (3,776) —
Changes in fair value of the
financial assets at FVPL (909) (29) (119) — —
Net loss on disposals of property,
plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100651 276 5,276 327 4,425
Gain on early termination of leases — — (2,192) (1,833) (1,390)
Finance costs, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110036,389 17,852 23,106 15,209 5,459
Net foreign exchange
losses/(gains) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,091 6,308 (22,835) (12,641) (8,016)
Loss related to disposals of assets
classified as held for sale /H1100/H1100/H1100/H1100/H1100/H1100———— 14,560
Loss on deemed disposal of
investment in a joint venture /H1100/H1100/H1100— — 28,131 — —
Government grants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(28,797) (19,525) (13,469) (10,900) (8,274)
Share-based compensation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110064,490 156,396 204,387 114,916 179,466
Share-based payments to facilitate
acquisition of a subsidiary /H1100/H1100/H1100/H1100/H1100/H1100— — 91,999 — —
Changes in working capital:
Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100111,050 (238,483) (303,645) (50,868) (8,243)
Prepayments, deposits and other
receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(15,517) (83,873) 167,339 106,126 (69,715)
Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085,503 (13,243) 98,918 49,736 (83,815)
Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(140,660) 170,063 100,394 46,062 19,359
Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,881 53,088 (68,619) 79,542 42,576
Other payables and accruals /H1100/H1100/H1100/H1100(267,040) 58,021 11,283 19,928 (105,605)
Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,000 17,832 (28,446) (28,446) —
Restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,175 (4,039) 758 19,940 —
Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(565,458) (672,670) (532,932) (113,735) (517,399)
APPENDIX I ACCOUNTANT’S REPORT
– I-84 –


--- page 660 ---
(b) Proceeds from disposals of property, plant and equipment
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Net book amount (Note 16) /H1100/H1100/H1100/H1100/H1100/H110010,290 8,052 10,972 2,573 5,561
Net loss on disposals (Note 9) /H1100/H1100/H1100/H1100(651) (276) (5,276) (327) (4,425)
Proceeds from disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,639 7,776 5,696 2,246 1,136
(c) Proceeds from disposals of right-of-use assets
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Net book amount (Note 17) /H1100/H1100/H1100/H1100/H1100/H1100— — 28,753 — 35,016
(Loss)/gain on disposals (Note 9) /H1100/H1100 — — (14,753) — 2,136
Receivables related to disposals /H1100/H1100 — — (7,000) — (15,492)
Proceeds from disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— — 7,000 — 21,660
(d) Proceeds from disposals of assets classified as held for sale
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Net book amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100———— 12,466
Payables for property, plant and
equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100———— 28,667
Loss on disposals (Note 9) /H1100/H1100/H1100/H1100/H1100/H1100/H1100———— (14,560)
Receivables related to disposals /H1100/H1100/H1100———— (26,573)
Proceeds from disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100—————
(e) Reconciliation of liabilities arising from financing activities
Borrowings Lease liabilities
Advances from
ultimate
controlling
shareholder
RMB’000 RMB’000 RMB’000
As at January 1, 2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100824,818 79,451 45,550
Cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(292,657) (33,106) (46,142)
New leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 47,496 —
Foreign exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,798) — —
Interest expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,853 3,969 592
As at December 31, 2020 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100576,216 97,810 —
APPENDIX I ACCOUNTANT’S REPORT
– I-85 –


--- page 661 ---
Borrowings Lease liabilities
Advances from
ultimate
controlling
shareholder
RMB’000 RMB’000 RMB’000
As at January 1, 2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100576,216 97,810 —
Cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100154,049 (44,178) —
New leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 29,053 —
Foreign exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,672) — —
Interest expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,811 4,245 —
As at December 31, 2021 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100758,404 86,930 —
As at January 1, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100758,404 86,930 —
Cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(176,716) (33,582) —
New leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 32,474 —
Foreign exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,286 — —
Interest expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110038,688 3,185 —
Early termination of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (24,018) —
Acquisition of subsidiaries (Note 36) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 1,145 —
As at December 31, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100622,662 66,134 —
As at January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100622,662 66,134 —
Cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100286,433 (16,993) —
New leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 18,769 —
Interest expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,311 1,405 —
Early termination of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (2,192) —
As at June 30, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100934,406 67,123 —
(Unaudited)
As at January 1, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100758,404 86,930 —
Cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(118,893) (19,035) —
New leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 12,609 —
Foreign exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,285 — —
Interest expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,894 1,580 —
Early termination of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— (19,038) —
As at June 30, 2022 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100663,690 63,046 —
(f) Non-cash investing and financing activities
Major non-cash transactions during the Track Record Period represented the issuance of ordinary shares of the Company in
connection with the Shanghai UBJ Acquisition (Note 36(a)) and share capital of Wuxi Uqi for the acquisition of Jiangsu
Tianhui (Note 36(b)).
38 Pledge of assets
The following assets were pledged to secure note payables, bank loans and loan facilities granted to the Group:
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100114,189 167,629 48,181 4,388
Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100327,625 341,649 303,791 285,929
As at December 31, 2020, 2021 and 2022 and June 30, 2023, 100% equity interest of Shenzhen Industrial, a subsidiary of
the Group, has been pledged to secure bank loans of the Group.
APPENDIX I ACCOUNTANT’S REPORT
– I-86 –


--- page 662 ---
39 Capital commitments
Significant capital expenditures contracted for at the end of the reporting period but not recognized as liabilities are as
follows:
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100763,957 767,733 577,214 424,787
40 Transactions with non-controlling interests
(a) In September 2020, Wuxi Uqi was incorporated by the Company and Miracle Automation Engineering Co., Ltd ( ˂
ʮ̡) (“MAE”) with equity interests of 51% and 49% respectively. In October 2020, the
Company and MAE injected RMB5,100,000 and RMB4,900,000 respectively to Wuxi Uqi.
In January 2022, the Company and the MAE injected additional RMB5,100,000 and RMB4,900,000 respectively in
Wuxi Uqi. In March 2022, certain third parties injected RMB32,000,000 to Wuxi Uqi to obtain 9.09% equity interests.
The Group recognized an increase in other reserves of RMB13,908,000 and an increase in non-controlling interests
of RMB18,092,000.
(b) In December 2020, the Group acquired additional equity interests in Hangzhou UBTECH from non-controlling
interests at a consideration of RMB2,200,000. The Group recognized a decrease in other reserves of RMB4,000 and
decrease in non-controlling interests of RMB2,196,000.
(c) In August 2022, the Group disposed of its 25% equity interests of Shanhu Industrial to a third party at a consideration
of RMB5,000,000. The Group recognized an increase in non-controlling interests of RMB5,000,000.
(d) In December 2022, a subsidiary of the Group, Wuxi Uqi acquired 100% equity interest in Jiangsu Tianhui from the
shareholders of Jiangsu Tianhui by issuance of 7.82% of registered capital of Wuxi Uqi to the shareholders of Jiangsu
Tianhui as consideration. As a result, the Company’s equity interest in Wuxi Uqi was diluted from 46.36% to 41.89%
and Wuxi Uqi remains a subsidiary of the Company after the acquisition given there is no change in control power.
The issuance of 7.82% of registered capital of Wuxi Uqi to the shareholders of Jiangsu Tianhui was treated as a
transaction with non-controlling interests. The difference of RMB27,157,000 between the consideration of
RMB69,913,000 and the addition of non-controlling interests of RMB42,756,000 was credited to the Group’s other
reserves.
(e) In February 2023, the non-controlling shareholder injected RMB3,000,000 to Chaozhou UBTECH. The Group
recognized an increase in non-controlling interests of RMB3,000,000.
(f) In April 2023, a third party injected additional RMB100,000 to Shenzhen Y oushijie to obtain 4.76% equity interests.
The Group recognized an increase in other reserves of RMB63,000 and an increase in non-controlling interests of
RMB37,000.
(g) During the six months ended June 30, 2023, the Company injected RMB20,000,000 in Wuxi Uqi to obtain 1.56%
equity interests. The Group recognized a decrease in other reserves of RMB9,623,000 and an increase in
non-controlling interests of RMB9,623,000.
(h) During the six months ended June 30, 2023, a third party injected RMB100,000,000 to UBKang (Qingdao)
Technology Co., Ltd.. The Group recognized an increase in other reserves of RMB49,993,000 and an increase in
non-controlling interests of RMB50,007,000.
41 Significant related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, control the other party or exercise
significant influence over the other party in making financial and operation decisions. Parties are also considered to be
related if they are subject to common control. Members of key management and their close family members of the Group
are also considered as related parties.
Save as disclosed in Note 1, 10, 30 and 36 of the Historical Financial Information, the following significant transactions were
carried out between the Group and its related parties during the Track Record Period. In opinion of the directors of the
Company, the related party transactions were carried out in the normal course of business and at terms negotiated between
the Group and the respective related parties.
APPENDIX I ACCOUNTANT’S REPORT
– I-87 –


--- page 663 ---
(a) Name and relationships with related parties
The following parties are significant related parties of the Group that had transactions and/or balances with the Group during
the Track Record Period.
Name of related parties Relationship with the Group
Mr. Zhou Jian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Director and ultimate controlling shareholder
Shenzhen Evolution /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Entity controlled by ultimate controlling shareholder
MAE/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Non-controlling interest of a material subsidiary
Jiangsu Tiansheng Supply Chain Management Co., Ltd.
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Entity controlled by MAE
Wuxi Tianjie Logistics Automation Equipment Co., Ltd.
(ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Entity controlled by MAE
Sichuan UBTECH City Sports Industry Development
Co., Ltd. (ப΂ʮ̡) /H1100/H1100
Associate of the Group
Shenzhen Yiersan Technology Co., Ltd. (Ҧ
ʮ̡) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Associate of the Group
Shanghai UBJ /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Joint venture of the Group until July 2022
(b) Related party transactions
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Joint venture of the Group
Sales of goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,164 4,225 420 420 —
Purchase of goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100351 7,07 8———
Purchase of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110073,548 86,605 49,364 34,503 —
MAE and entities controlled by
MAE
Sales of goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,691 175,005 251,244 29,169 71,425
Purchase of goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,659 14,071 2,353 643 —
Purchase of services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 2,523 — — 1,102
Purchase of machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 19,33 6———
During the year ended December 31, 2020, the Group recognized an interest expense of RMB592,000 for the advances from
Mr. Zhou Jian and repaid the advances of RMB46,142,000.
(c) Key management personnel compensation
Key management includes directors, supervisors and senior management of the Group. The compensations paid or payable
by the Group to key management for employee services are shown below:
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, wages, and bonuses /H1100/H1100/H1100/H1100/H11009,526 8,185 9,818 4,030 3,348
Pension costs — defined
contribution plans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100209 306 442 222 220
Other social security costs, housing
benefits and other employee
benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100410 473 652 331 318
Share-based compensation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,247 24,916 58,650 43,693 47,426
26,392 33,880 69,562 48,276 51,312
APPENDIX I ACCOUNTANT’S REPORT
– I-88 –


--- page 664 ---
(d) Guarantees provided to the Group
Y ear ended December 31,
Six months ended
June 30,
2020 2021 2022 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Mr. Zhou Jian
— for borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 306,902 298,193 176,582 601,914
(e) Balances with related parties
As at December 31,
As at
June 30,
2020 2021 2022 2023
RMB’000 RMB’000 RMB’000 RMB’000
Joint venture of the Group
Trading in nature and included in:
— Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100— 4,205 — —
— Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100120,231 170,426 — —
Associate of the Group
Trading in nature and included in:
— Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,00 0———
MAE and entities controlled by MAE
Trading in nature and included in:
— Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,344 118,323 206,258 172,677
— Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,000 — — 173
— Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,874 16,173 14,478 13,417
— Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100850 — 11,073 22,618
Above balances with related parties were unsecured, interest-free and payable on demand.
42 Contingent liabilities
The Group had no material contingent liabilities outstanding as at December 31, 2020, 2021 and 2022 and June 30, 2023.
43 Subsequent events
There are no material subsequent events after June 30, 2023.
III. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company or any of the companies now
comprising the Group in respect of any period subsequent to June 30, 2023 and up to the date of
this report.
APPENDIX I ACCOUNTANT’S REPORT
– I-89 –


--- page 665 ---
The following information does not form part of the Accountant’ s Report from
PricewaterhouseCoopers, Certified Public Accountants, the reporting accountant of the Company,
as set forth in Appendix I to this prospectus, and is included herein for information only. The
unaudited pro forma financial information should be read in conjunction with the section entitled
“Financial Information” in this prospectus and the “Accountant’ s Report” set forth in Appendix I
to this prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group prepared in accordance with Rule 4.29 of the Listing Rules is for illustrative purposes only,
and is set out below to illustrate the effect of the Global Offering on the net tangible assets of the
Group attributable to the owners of the Company as at June 30, 2023 as if the Global Offering had
taken place on June 30, 2023.
This unaudited pro forma statement of adjusted consolidated net tangible assets has been prepared
for illustrative purposes only and because of its hypothetical nature, it may not give a true picture
of the consolidated net tangible assets of the Group as at June 30, 2023 or at any future dates
following the Global Offering.
Audited
consolidated
net tangible
assets of
the Group
attributable to
the owners of
the Company
as at
June 30, 2023
Estimated net
proceeds from
the Global
Offering
Unaudited
pro forma
adjusted
consolidated
net tangible
assets
attributable to
the owners of
the Company
as at
June 30, 2023
Unaudited pro forma
adjusted consolidated
net tangible assets
per Share
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 4)
Based on an Offer
Price of HK$86.00
per Offer Share /H1100/H1100/H1100/H1100/H11001,414,455 796,546 2,211,001 5.29 5.76
Based on an Offer
Price of HK$116.00
per Offer Share /H1100/H1100/H1100/H11001,414,455 1,096,869 2,511,324 6.01 6.55
Notes:
(1) The audited consolidated net tangible assets of the Group attributable to the owners of the Company as at June 30,
2023 is extracted from the Accountant’s Report set out in Appendix I to this prospectus, which is based on the audited
consolidated net assets of the Group attributable to the owners of the Company as at June 30, 2023 of approximately
RMB1,463,004,000 after deducting the Group’s intangible assets attributable to the owners of the Company of
approximately RMB48,549,000 as at June 30, 2023.
(2) The estimated net proceeds from the Global Offering are based on 11,282,000 Offer Shares and the indicative Offer
Price of HK$86.00 per Offer Share and HK$116.00 per Offer Share, being low and high end of the indicative Offer
Price range respectively, after deduction of the underwriting fees and other related listing expenses (excluding listing
expenses of approximately RMB2,493,000, which were already incurred as at June 30, 2023 and charged to
consolidated income statements for the year ended December 31, 2022 and the six months ended June 30, 2023).
(3) The unaudited pro forma adjusted consolidated net tangible assets per Share is arrived at after the adjustments referred
to in the preceding paragraph and on the basis that 417,850,674 Shares (representing 406,568,674 ordinary shares as
at June 30, 2023 and 11,282,000 Offer Shares to be issued upon the completion of the Global Offering) were in issue,
assuming that the Global Offering had been completed on June 30, 2023 but does not take into account of any shares
which may be allotted and issued by the Company pursuant to the exercise of the Over-Allotment Option.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 666 ---
(4) For the purpose of the unaudited pro forma statement of adjusted consolidated net tangible assets, the translation of
Renminbi amounts into Hong Kong dollars was at the rate of RMB1.00 to HK$1.0897. No representation is made that
Renminbi amounts have been, could have been or may be converted to Hong Kong dollars, or vice versa, at that rate.
(5) No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets to reflect any
trading results or other transactions of the Group entered into subsequent to June 30, 2023.
(6) The Group’s property interests as at September 30, 2023 were valued by International V aluation Limited, an
independent property valuer, and the full text of the valuation report with regard to such property interests is set out
in Appendix III to this prospectus. The valuation surplus as at September 30, 2023, representing the excess of market
value of the Group’s property interests over their book value, was approximately RMB4,106,000. Such valuation
surplus has not been included in the Group’s consolidated financial statements as at June 30, 2023, and the above
adjustments do not take it into account. Had the property interests been stated at such valuation, additional
depreciation of RMB86,000 per annum would have been charged to the consolidated income statements.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 667 ---
B. REPORT FROM THE REPORTING ACCOUNTANT ON THE UNAUDITED PRO
FORMA FINANCIAL INFORMATION
The following is the text of a report received from PricewaterhouseCoopers, Certified Public
Accountants, Hong Kong, for the purpose of incorporation in this prospectus.
INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of UBTECH ROBOTICS CORP LTD (ʮ̡)
We have completed our assurance engagement to report on the compilation of unaudited pro forma
financial information of UBTECH ROBOTICS CORP LTD (ʮ̡) (the
“Company”) and its subsidiaries (collectively the “Group”) by the directors of the Company (the
“Directors”) for illustrative purposes only. The unaudited pro forma financial information consists
of the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group as
at June 30, 2023 and related notes (the “Unaudited Pro Forma Financial Information”) as set out on
pages II-1 and II-2 of the Company’s prospectus dated December 19, 2023, in connection with the
proposed global offering of the H Shares of the Company (the “Prospectus”). The applicable criteria
on the basis of which the Directors have compiled the Unaudited Pro Forma Financial Information
are described on pages II-1 and II-2 of the Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate the
impact of the proposed global offering on the Group’s financial position as at June 30, 2023 as if
the proposed global offering had taken place at June 30, 2023. As part of this process, information
about the Group’s financial position has been extracted by the Directors from the Group’s financial
information for the six months ended June 30, 2023 on which an accountant’s report has been
published.
Directors’ Responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial Information in
accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline
7, Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars, (“AG 7”)
issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).
Our Independence and Quality Control
We have complied with the independence and other ethical requirements of the Code of Ethics for
Professional Accountants issued by the HKICPA, which is founded on fundamental principles of
integrity, objectivity, professional competence and due care, confidentiality and professional
behaviour.
Our firm applies Hong Kong Standard on Quality Control (HKSQC) 1, Quality Control for Firms
that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related
Services Engagements , issued by the HKICPA and accordingly maintains a comprehensive system
of quality control including documented policies and procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 668 ---
Reporting Accountant’s Responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules,
on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not
accept any responsibility for any reports previously given by us on any financial information used
in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to
whom those reports were addressed by us at the dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements
3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information
Included in a Prospectus , issued by the HKICPA. This standard requires that the reporting
accountant plans and performs procedures to obtain reasonable assurance about whether the
Directors have compiled the Unaudited Pro Forma Financial Information in accordance with
paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any historical financial information used in compiling the Unaudited Pro Forma
Financial Information, nor have we, in the course of this engagement, performed an audit or review
of the financial information used in compiling the Unaudited Pro Forma Financial Information.
The purpose of unaudited pro forma financial information included in a prospectus is solely to
illustrate the impact of a significant event or transaction on unadjusted financial information of the
entity as if the event had occurred or the transaction had been undertaken at an earlier date selected
for purposes of the illustration. Accordingly, we do not provide any assurance that the actual
outcome of the proposed global offering at June 30, 2023 would have been as presented.
A reasonable assurance engagement to report on whether the unaudited pro forma financial
information has been properly compiled on the basis of the applicable criteria involves performing
procedures to assess whether the applicable criteria used by the directors in the compilation of the
unaudited pro forma financial information provide a reasonable basis for presenting the significant
effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence
about whether:
 The related pro forma adjustments give appropriate effect to those criteria; and
 The unaudited pro forma financial information reflects the proper application of those
adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountant’s judgment, having regard to the
reporting accountant’s understanding of the nature of the company, the event or transaction in
respect of which the unaudited pro forma financial information has been compiled, and other
relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the unaudited pro forma
financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Our work has not been carried out in accordance with auditing standards or other standards and
practices generally accepted in the United States of America or auditing standards of the Public
Company Accounting Oversight Board (United States) or standards and practices of any
professional body in any other overseas jurisdiction and accordingly should not be relied upon as
if it had been carried out in accordance with those standards and practices.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 669 ---
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled by the Directors
on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial
Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, December 19, 2023
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 670 ---
The following is the text of a letter and valuation certificate prepared for the purpose of
incorporation in this document received from International V aluation Limited, an independent
valuer , in connection with its valuation as at September 30, 2023 of the properties held by the
Group.
International V aluation Limited
Unit 907, 9th Floor, Wing On Plaza
62 Mody Road, Tsim Sha Tsui East
Kowloon, Hong Kong
Tel: 3708 7922
December 19, 2023
The Board of Directors
UBTECH ROBOTICS CORP LTD (ʮ̡)
Room 2201, Building C1,
Nanshan Smart Park,
No. 1001 Xueyuan Avenue,
Changyuan Community,
Taoyuan Street,
Nanshan District,
Shenzhen,
PRC
Dear Sir/Madam,
In accordance with the instruction from UBTECH ROBOTICS CORP LTD (the “ Company ”)
together with its subsidiaries (hereinafter together referred to as the “ Group ”) for us to value the
property interests held by the Group in the People’s Republic of China (the “ PRC”), we confirm
that we made relevant enquiries and searches and obtained such further information as we consider
necessary for the purpose of providing you with our opinion of the market value (“ Market Value ”)
of the properties as at September 30, 2023 (“ Valuation Date ”) for initial public offering purposes.
Our valuation is carried out on a Market V alue basis. Market V alue is defined as “the estimated
amount for which an asset or liability should exchange on the valuation date between a willing
buyer and a willing seller in an arm’s-length transaction after proper marketing and where the
parties had each acted knowledgeably, prudently and without compulsion”.
In valuing the property interest of the properties which were held for development by the Group,
we have assumed that it will be developed and completed in accordance with the latest development
proposal provided to us by the Group. In arriving at our opinion of value, we have adopted the
comparison approach by making reference to land comparable sales evidence as available in the
relevant market and have also taken into account the accrued construction cost relevant to the stage
of construction with the interest cost incurred as at the V aluation Date. We have relied on the
accrued construction cost provided by the Group according to the stage of construction of the
subject property as at the V aluation Date, and we did not find any material inconsistency from those
of other similar developments.
In valuing the property interest of the property which was held for owner-occupation by the Group,
we have valued the property by depreciated replacement cost method which requires a valuation of
the market value of the land in its existing use and an estimate of the new replacement cost of the
buildings and structures, from which deductions are made to allow for the age, condition and
functional obsolescence. The reported Market V alue by depreciated replacement cost method only
apply to the whole of the property as a unique interest, and no piecemeal transaction of the property
is assumed.
APPENDIX III PROPERTY V ALUATION REPORT
– III-1 –


--- page 671 ---
Our valuation has been made on the assumption that the seller sells the properties on the open
market in its existing state without the benefit of a deferred term contract, leaseback, joint venture,
management agreement or any similar arrangement which would serve to affect the value of the
properties.
Unless stated as otherwise, we have assumed that the properties have been constructed, occupied
and used in full compliance with, and without contravention of all laws, except only where
otherwise stated. We have further assumed that, for any use of the properties upon which this
valuation is based, all required licenses, permits, certificates and authorizations have been obtained.
Unless stated as otherwise, we have assumed that the owner of the properties has free and
uninterrupted rights to use and dispose of the properties for the whole of the unexpired term of the
land use rights.
No allowance has been made in our report for any charge, mortgage or amount owing on any of the
property interest valued nor for any expense or taxation which may be incurred in effecting a sale.
Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions
and outgoings of an onerous nature, which could affect its value.
Other special assumptions of the properties, if any, have been stated in the notes of the valuation
certificate of the properties.
In valuing the property interest, we have complied with all requirements contained in Chapter 5 and
Practice Note 12 of the Rules Governing the Listing of Securities issued by the Stock Exchange of
Hong Kong Limited; the RICS V aluation — Global Standards published by the Royal Institution of
Chartered Surveyors; the HKIS V aluation Standards published by the Hong Kong Institute of
Surveyors, and the International V aluation Standards issued by the International V aluation
Standards Council.
We have relied to a very considerable extent on the information given by the Group and have
accepted advice given to us on such matters as tenure, planning approvals, statutory notices,
easements, particulars of occupancy, lettings, and all other relevant matters. We have been shown
copies of various title documents including State-owned Land Use Rights Grant Contract, Real
Estate Title Certificate, Construction Land Planning Permit, Construction Works Planning Permit,
Construction Works Commencement Permit and other official plans or documents relating to the
property interest and have made relevant enquiries. Where possible, we have examined the original
documents to verify the existing title to the property interest in the PRC and any material
encumbrance that might be attached to the property interest or any tenancy amendment. We have
relied considerably on the advice given by the Company’s PRC legal adviser — King & Wood
Mallesons (“ PRC Legal Adviser ”), concerning the validity of the property interest in the PRC.
We have not carried out detailed measurements to verify the correctness of the areas in respect of
the properties but have assumed that the areas shown on the title documents and official site plans
handed to us are correct. All documents and contracts have been used as reference only and all
dimensions, measurements and areas are approximations. No on-site measurement has been taken.
We have conducted on-site inspection of the exterior and, where possible, the interior of the
properties, and obtained the photos of the target properties provided by the Group. However, we
have not carried out investigation to determine the suitability of the ground conditions and services
for any development thereon. Our valuation has been prepared on the assumption that these aspects
are satisfactory and that no unexpected cost and delay will be incurred during construction.
Moreover, no structural survey has been made, but in the course of our inspection, we did not note
any serious defect. We are not, however, able to report whether the property is free of rot,
infestation or any other structural defect. No tests were carried out on any of the services.
APPENDIX III PROPERTY V ALUATION REPORT
– III-2 –


--- page 672 ---
On-site inspections of the properties were carried out on August 18, 2023 (Property No. 1) ,
September 25, 2023 (Property No. 2), September 5, 2023 (Property No. 3 and No. 4), September 4,
2023 (Property No. 5 and No. 6) , November 3, 2023 (Property No. 7) and August 29, 2023
(Property No. 8) by Mr. John Cheung who has obtained the master’s degree with a specialization
in real estate in our Hong Kong office under direct supervision of Mr. Christopher Cheung who is
a Professional Member of the Royal Institution of Chartered Surveyors and a Corporate Member of
the Hong Kong Institute of Surveyors with over 9 years’ experience in the valuation of properties
in the PRC.
We have had no reason to doubt the truth and accuracy of the information provided to us by the
Group. We have also sought confirmation from the Group that no material factors have been omitted
from the information supplied. We consider that we have been provided with sufficient information
to arrive at an informed view, and we have no reason to suspect that any material information has
been withheld.
This valuation is to be used for the purpose stated herein. We are instructed to provide our opinion
of value as per the V aluation Date only. It is based on economic, market and other conditions as they
exist on, and information made available to us as of, the V aluation Date and we assume no
obligation to update or otherwise revise these materials for events in the time since then.
The opinion of value is based on generally accepted valuation procedures and practices that rely
extensively on assumptions and considerations, not all of which can be easily quantified or
ascertained exactly. While we have exercised our professional judgment in arriving at the valuation,
it is urged to consider carefully the nature of such assumptions which are disclosed and should
exercise caution when interpreting.
We hereby certify that we have neither present nor prospective interest in the Group or the value
reported.
Unless otherwise stated, all monetary sums stated in our valuations are in Renminbi (“ RMB”), the
lawful currency of the PRC.
We enclose herewith the valuation summary and valuation certificates for your attention.
Y ours faithfully,
For and on behalf of
International Valuation Limited
Christopher Cheung
BSc (Hons), BBA (Hons), MRICS, MHKIS, RPS (GP)
Director – Real Estate
Note: Mr. Christopher Cheung is a Registered Professional Surveyor (General Practice) under the Surveyors Registration
Ordinance (Cap. 417) in Hong Kong. He is a Professional Member of the Royal Institution of Chartered Surveyors
and a Corporate Member of the Hong Kong Institute of Surveyors in the General Practice Division. He has over 9
years’ experience in valuation of properties in the Mainland China and Hong Kong.
APPENDIX III PROPERTY V ALUATION REPORT
– III-3 –


--- page 673 ---
V ALUATION SUMMARY
N o . G r o u pI—P r operties held for development by the Group
Market Value in
existing state as at
September 30, 2023
RMB
1. /H1100/H1100/H1100/H1100A parcel of land together with the under construction works erected thereon,
located at the southwest corner of the intersection of Liuxian Avenue and Shigu
Road, Liuxian Cave Headquarters Base DY -02, Nanshan District, Shenzhen, the
PRC
No commercial value
(see valuation certificate
for details)
2. /H1100/H1100/H1100/H1100A parcel of land together with the under construction works erected thereon,
located at Wanxichong Community Neighborhood Committee Planning No. 153
Road, Wujiaying Sub District Office, Chenggong District, Kunming City,
Y unnan Province, the PRC
No commercial value
(see valuation certificate
for details)
3. /H1100/H1100/H1100/H1100A parcel of land together with the under construction works erected thereon,
located at Wanchen Community and Qianyuan Community, Linping Street,
Y uhang District, Hangzhou City, Zhejiang Province, the PRC
No commercial value
(see valuation certificate
for details)
4. /H1100/H1100/H1100/H1100A parcel of land together with the under construction works erected thereon,
located at Lot D1-02-01, Central Region, Lin’an Economic Development Zone,
Hangzhou City, Zhejiang Province, the PRC
No commercial value
(see valuation certificate
for details)
5. /H1100/H1100/H1100/H1100A parcel of land (Land A) located at the south of No. 1 Shengtai Road and
the east of No. 3 Keji Road, Lianxi District, Jiujiang City, Jiangxi Province,
the PRC
No commercial value
(see valuation certificate
for details)
6. /H1100/H1100/H1100/H1100A parcel of land (Land B) located at the south of No. 1 Shengtai Road and the
east of No. 3 Keji Road, Lianxi District, Jiujiang City, Jiangxi Province, the
PRC
No commercial value
(see valuation certificate
for details)
7. /H1100/H1100/H1100/H1100A parcel of land located at Shatang Southern Area, Northern Ecological New
Zone, Liubei District, Liuzhou City, Guangxi Zhuang Autonomous Region, the
PRC
No commercial value
(see valuation certificate
for details)
Total for properties held for development by the Group: —
No. Group II — Property held for owner occupation by the Group
Market Value in
existing state as at
September 30, 2023
RMB
8. /H1100/H1100/H1100/H1100An industrial development located at the North District of Jingxing Economic
Development Zone (Beizheng Village, Beizheng Township, Jingxing County),
Shijiazhuang City, Hebei Province, the PRC
98,000,000
Total for property held for owner occupation by the Group: 98,000,000
Total for Group I and Group II: 98,000,000
APPENDIX III PROPERTY V ALUATION REPORT
– III-4 –


--- page 674 ---
V ALUATION CERTIFICATE
G r o u pI—P r operty held for development by the Group
No. Property Description and Tenure
Particulars of
Occupancy
Market Value in
existing state as at
September 30, 2023
RMB
1. /H1100/H1100/H1100/H1100A parcel of land
together with the
under construction
works erected
thereon, located at
the southwest
corner of the
intersection of
Liuxian Avenue and
Shigu Road,
Liuxian Cave
Headquarters Base
DY -02,
Nanshan District,
Shenzhen,
the PRC
(ʕശɛ͏΍ձ਷ଉ
ᐼ
௅ਿήDY -02൑ѥव
̀ɽ༸ၾོͩ༩ʹි
ɓ෯ɺή
ʈ೻)
The property comprises a parcel of
land with a site area of
approximately 5,919.26 sq.m. and a
building known as a 43-storey
workshop (with basement) which
were under construction (“CIP”) as
at the V aluation Date. As advised
by the Group, the CIP building is
scheduled to be completed in June
of 2024.
As advised by the Group, the
building of the CIP has a total
planned gross floor area of
approximately 93,889.19 sq.m.
Upon completion, the building will
be used for research and
development purposes. The total
construction cost of the CIP is
estimated to be approximately
RMB1,052 million, of which
approximately RMB660 million
had been incurred as at the
V aluation Date.
The property is designated for
industrial uses for a term of 30
years expiring on July 3, 2048.
As advised by the
Group, the property
was under construction
as at the V aluation
Date.
No commercial value
(see Note (5))
Notes:
(1) Pursuant to the State-owned Land Use Rights Grant Contract — Shen Di He Zi No. 8005 ( ଉήΥο(2018)8005 ໮)
dated July 16, 2018, the land use rights of a land parcel — Lot No.: T501-0088 with a site area of approximately
5,919.26 sq.m. were contracted to be granted to Shenzhen UBTECH Technology Industrial Co., Ltd. ( ଉέ̹Ꮄ̀፯
ʮ̡, “Shenzhen UBTECH Industrial”) with planning details as follow:
Land Use Right Term: 30 years from July 4, 2018 to July 3, 2048
Usage: Industrial
Plot Ratio: /H1101712.60
The land premium was RMB347,000,000.
(2) Pursuant to the Real Estate Title Certificate — Y ue (2020) Shenzhen Shi Bu Dong Chan Quan Di No. 0027738
(ຽ(2020) ଉέ̹ʔਗପᛆୋ0027738 ໮) dated March 10, 2020, the land use rights of the property with a site area of
approximately 5,919.26 sq.m. had been granted to Shenzhen UBTECH Industrial for a term of 30 years expiring on
July 3, 2048 for industrial uses.
(3) Pursuant to the Construction Works Planning Permit — Shen Planning Resources Jian Xu Zi No. NS-2020-0031 ( ଉ
஢οNS-2020-0031 ໮) dated August 24, 2020 in favor of Shenzhen UBTECH Industrial, the CIP of the
property with a total planned gross floor area of approximately 93,616.05 sq.m. had been approved for construction.
(4) Pursuant to the Construction Works Commencement Permit — No. 2020-1436 in favor of Shenzhen UBTECH
Industrial, permission by the relevant local authority was given to commence the construction of the property with
a total planned gross floor area of approximately 93,616.05 sq.m.
APPENDIX III PROPERTY V ALUATION REPORT
– III-5 –


--- page 675 ---
(5) Pursuant to the State-owned Land Use Rights Grant Contract — Shen Di He Zi No. 8005 ( ଉήΥο(2018)8005 ໮)
and Real Estate Title Certificate — Y ue (2020) Shenzhen Shi Bu Dong Chan Quan Di No. 0027738 ( ຽ(2020) ଉέ
̹ʔਗପᛆୋ0027738 ໮), the property is subject to the following conditions upon the completion of the construction
works:
(a) Gross floor area of approximately 60,000 sq.m. is for self-use only and transfer of land use rights is not
allowed;
(b) The land use rights of gross floor area of approximately 11,360 sq.m. for research and development purposes
would be resumed by the government at cost; and
(c) The land use rights of the gross floor area of basement level 1, except necessary spaces allocated for traffics
and facilities purposes, would be resumed by the government (approximately 2,945.35 sq.m. as advised by the
Group) without compensation.
Therefore, we have attributed no commercial value to the property. For reference purpose, assuming that the property
can be freely transferred in the market without restriction and excluding the area subject to resumption by the
government, the Market V alue of the property in existing state as at the V aluation Date is RMB753,000,000.
(6) Pursuant to a Mortgage Contract — 2021 Shen Yin Sha Jing Zui Di Zi No. 0014 (2021οୋ0014 ໮)
dated April 25, 2021, the land use rights of the property with a site area of approximately 5,919.26 sq. m. and the
ownership rights of the construction on the land are subject to a mortgage as a security in favor of China CITIC Bank
Corporation Limited (Shenzhen Branch) for bank loan at a maximum amount of RMB2,600,000,000 with the security
term from April 25, 2021 to April 16, 2031.
(7) We have been provided with a legal opinion regarding the property interest by the Company’s PRC Legal Adviser,
which contains, inter alia, the following:
(a) The property is mortgaged;
(b) The property is subject to a restriction on disposal, please see details on Note (5) above;
(c) Shenzhen UBTECH Industrial is legally and validly in possession of the property; and
(d) Shenzhen UBTECH Industrial has the rights to occupy, use and upon consent from the mortgagee to lease or
re-mortgage the property.
(8) As the property is one of the major assets held by the Group, we are of the view that the property is a material
property. Details of the material property:
(a) General description of location of
the property
: The property is located at the southwest corner of the
intersection of Liuxian Avenue and Shigu Road in
Nanshan District of Shenzhen City. It is one of the
landmark buildings situated within the Liuxiandong
headquarters building complex zone. The vicinity of the
property has different general living facilities available,
including banks, supermarket, restaurants, cinema,
petrol stations and hospital, etc. Accessibility is
considered reasonable as there are various options
available for public transport such as Liuxiandong
Metro Station (१) and Xili Metro Station ( Гᘆ
१) in Nanshan District. In addition, Shenzhen North
High-speed Railway Station ( ଉέ̏१) as well as
Shenzhen Bao’an International Airport ( ଉέᘒτ਷ყ
ዚఙ) are available in Shenzhen City. In particular, the
property is also served by Nanguang Expressway (Έ
৷஺) (S33) and Beijing-Hong Kong-Macao Expressway
(ԯಥዦ৷஺) (G4).
(b) Details of encumbrances, liens, pledges,
mortgages against the property
: According to the State-owned Land Use Rights Grant
Contract, portion of the land use rights of the property
will be resumed by the government upon the completion
of the construction works (see Note (5)) .
According to the information provided by the Group,
the property was subject to a mortgage contract for bank
loan at a maximum amount of RMB2,600,000,000 as at
the V aluation Date (see Note (6)) .
(c) Environmental issue : As advised by the Group, the property is not required
for environmental protection inspection by relevant
government authorities.
(d) Details of investigations, notices, pending
litigation, breaches of law or title defects
: Nil
(e) Future plans for construction, renovation,
improvement or development of the property
and estimated associated costs
: As advised by the Group, the CIP is scheduled to be
completed in June of 2024. The total construction cost is
estimated to be approximately RMB1,052 million.
APPENDIX III PROPERTY V ALUATION REPORT
– III-6 –


--- page 676 ---
V ALUATION CERTIFICATE
G r o u pI—P r operty held for development by the Group
No. Property Description and Tenure
Particulars of
Occupancy
Market Value in
existing state as at
September 30, 2023
RMB
2. /H1100/H1100/H1100/H1100A parcel of land
together with the
under construction
works erected
thereon, located at
Wanxichong
Community
Neighborhood
Committee Planning
No. 153 Road,
Wujiaying Sub
District Office,
Chenggong District,
Kunming City,
Y unnan Province,
the PRC
(ʕശɛ͏΍ձ਷ථ
̹я্ਜю
ᐄ൑༸፬ԫஈຬ๣
։ึ஝ྌ
153ɓ෯ɺ
ʈ
೻)
The property comprises a parcel of
land with a site area of
approximately 53,333.60 sq.m. and
two buildings known as Workshop
No. 3 and No. 4 of Phase 1 and a
building known as Workshop No. 1
of Phase 2 erected thereon which
were under construction (“CIP”)
together with a vacant land portion
pending for development known as
Phase 3 as at the V aluation Date.
As advised by the Group, the CIP
buildings are scheduled to be
completed in December of 2024.
As advised by the Group, two
workshop buildings of the CIP in
Phase 1 have a total planned gross
floor area of approximately
19,920.69 sq.m. and the workshop
building of the CIP in Phase 2 have
a total planned gross floor area of
approximately 9,751.04 sq.m. Upon
completion, these buildings will be
used for research, production and
manufacturing purposes. The total
construction cost of the CIP is
estimated to be approximately
RMB92 million for Phase 1 and
approximately RMB27 million for
Phase 2, of which approximately
RMB20 million and RMB3 million
had been incurred respectively as
at the V aluation Date.
The property is designated for
industrial uses for a term of 50
years expiring on January 29, 2068.
As advised by the
Group, the property
was under construction
as at the V aluation
Date.
No commercial value
(see Notes (7), (8)(d))
Notes:
(1) Pursuant to the State-owned Land Use Rights Grant Contract — CR53 Kunming Shi No. 2018024 (CR53̹
2018024 ໮) dated January 30, 2018, the land use rights of a land parcel — Lot No.: KCC2017-11 with a site area of
approximately 53,313.59 sq.m. were contracted to be granted to Kunming UBTECH Technology Investment Co., Ltd.
(ʮ̡, “Kunming UBTECH”) with planning details as follow:
Land Use Right Term: 50 years from January 30, 2018
Usage: Industrial
Site Coverage: /H1101750%
Plot Ratio: /H110172.50 & /H110841.50
The land premium was RMB47,182,300.
(2) Pursuant to the Real Estate Title Certificate — Y un (2018) Chenggong Qu Bu Dong Chan Quan Di No. 0318536
(ථ(2018) я্ਜʔਗପᛆୋ0318536 ໮) dated November 19, 2018, the land use rights of the property with a site area
of approximately 53,333.60 sq.m. had been granted to Kunming UBTECH for a term of 50 years expiring on January
29, 2068 for industrial uses.
Remarks: The registered site area — 53,333.60 sq.m. was measured according to the 2004 Kunming Coordinate
System; the granted site area in the State-owned Land Use Rights Grant Contract — 53,313.59 sq.m. was measured
according to the 1980 Xi’an Coordinate System.
APPENDIX III PROPERTY V ALUATION REPORT
– III-7 –


--- page 677 ---
(3) Pursuant to the Construction Works Planning Permit — Jian Zi Kunming Shi No. 201900049 (̹
201900049 ໮) dated February 27, 2019 in favor of Kunming UBTECH, the CIP of the property (Phase 1) with a total
planned gross floor area of approximately 19,920.69 sq.m. had been approved for construction.
(4) Pursuant to the Construction Works Planning Permit — Jian Zi Kunming Shi No. 202200013 (̹
202200013 ໮) dated March 4, 2022 in favor of Kunming UBTECH, the CIP of the property (Phase 2) with a total
planned gross floor area of approximately 9,751.04 sq.m. had been approved for construction.
(5) Pursuant to the Construction Works Commencement Permit — No. 5301212003180101-SX-001 in favor of Kunming
UBTECH, permission by the relevant local authority was given to commence the construction of the property (Phase
1) with a total planned gross floor area of approximately 19,920.69 sq.m.
(6) Pursuant to the Construction Works Commencement Permit — No. 530114202205260101 in favor of Kunming
UBTECH, permission by the relevant local authority was given to commence the construction of the property (Phase
2) with a total planned gross floor area of approximately 9,751.04 sq.m.
(7) Pursuant to the State-owned Land Use Rights Grant Contract — CR53 Kunming Shi No. 2018024 (CR53̹
2018024 ໮) dated January 30, 2018, transfer of the land use rights is allowed only if more than 25% of the total
investment for the development of the property is completed. Since according to the construction cost data provided
by the Group, the construction progress of the property is less than 25%, the property may be subject to the restriction
on disposal at the current stage, therefore, we have attributed no commercial value to the property. For reference
purpose, assuming that the property can be freely transferred in the market without restriction, the Market V alue of
the property in existing state as at the V aluation Date is RMB75,000,000.
(8) We have been provided with a legal opinion regarding the property interest by the Company’s PRC Legal Adviser,
which contains, inter alia, the following:
(a) The property is free from any mortgage or third party’s encumbrance;
(b) Kunming UBTECH is legally and validly in possession of the property;
(c) Kunming UBTECH has the rights to occupy and use the property; and
(d) Kunming UBTECH has the right to transfer, lease and mortgage the property only if the total development
investment of the property exceeds 25% and Kunming UBTECH obtained consent from related government
authorities.
(9) As the property is one of the major assets held by the Group, we are of the view that the property is a material
property. Details of the material property:
(a) General description of location of the property : The property is located at the intersection of Zhihui
Road and Xinxi Road of the Information Industry Park
(ପุ෤) in Chenggong District in Kunming City,
situated close to the Industrial Park Management
Committee ( ପุ෤ਜ၍։ึ). There are various
technology companies within the Information Industry
Park and the nearest commercial center is located along
Caiyun North Road of Chenggong District, which is
approximately 20 minutes driving distance from the
property. There are different general commercial
buildings and living facilities available such as banks,
shopping mall, office buildings, supermarkets, petrol
station, etc. The property is about 8 kilometers away
from the Kunming Municipal Government Department
and accessibility is considered reasonable with the
High-speed Railway (Kunming South) Station located
approximately 7 kilometers away from the property.
(b) Details of encumbrances, liens, pledges,
mortgages against the property
: Nil
(c) Environmental issue : As advised by the Group, no issue was reported in the
environmental protection inspection.
(d) Details of investigations, notices, pending
litigation, breaches of law or title defects
: Nil
(e) Future plans for construction, renovation,
improvement or development of the property
and estimated associated costs
: As advised by the Group, the CIP is scheduled to be
completed in December of 2024. The total construction
cost is estimated to be approximately RMB92 million
for Phase 1 and approximately RMB27 million for
Phase 2.
APPENDIX III PROPERTY V ALUATION REPORT
– III-8 –


--- page 678 ---
V ALUATION CERTIFICATE
G r o u pI—P r operty held for development by the Group
No. Property Description and Tenure
Particulars of
Occupancy
Market Value in
existing state as at
September 30, 2023
RMB
3. /H1100/H1100/H1100/H1100A parcel of land
together with the
under construction
works erected
thereon, located at
Wanchen
Community and
Qianyuan
Community,
Linping Street,
Y uhang District,
Hangzhou City,
Zhejiang Province,
the PRC
(ʕശɛ͏΍ձ਷ए
ਜᑗ
ਜe৻
ɓ෯ɺήʿ
ʈ೻)
The property comprises a parcel of
land with a site area of
approximately 19,438.00 sq.m.
(see Notes (2) and (3)) and three
buildings known as Office Building
No. 1, Workshop No. 2. and No. 3
with a basement erected thereon
which were under construction
(“CIP”) and as at the V aluation
Date. As advised by the Group, the
CIP buildings are scheduled to be
completed in December of 2023.
As advised by the Group, three
buildings and the basement of the
CIP have a total planned gross
floor area of approximately
39,654.00 sq.m. Upon completion,
these buildings will be used for
research, production and
manufacturing purposes. The total
construction cost of the CIP is
estimated to be approximately
RMB186 million, of which
approximately RMB121 million
had been incurred as at the
V aluation Date.
The property is designated for
industrial uses for a term expiring
on January 21, 2070.
As advised by the
Group, the property
was under construction
as at the V aluation
Date.
No commercial value
(see Notes (6), (7))
Notes:
(1) Pursuant to the State-owned Land Use Rights Grant Contract — No. 3301102019A21038 dated January 6, 2020, the
land use rights of a land parcel — Lot No.: Y u Zheng Gong Chu (2019) No. 38 (ʈ̈(2019)38 ໮) with a site area
of approximately 49,945 sq.m. were contracted to be granted to Hangzhou UBTECH Industrial Co., Ltd. (ψᎴ̀
ʮ̡, “Hangzhou UBTECH”) with planning details as follow:
Land Use Right Term: 50 years
Usage: Industrial
Site Coverage: /H1101715% (administration and domestic services: /H110177%)
Permitted Gross Floor Area
(aboveground):
79,912 sq.m. to 119,868 sq.m.
The land premium was RMB26,230,000.
(2) As advised by the Group, part of the land use rights of the land parcel — Lot No.: Y u Zheng Gong Chu (2019) No.
38 (ʈ̈(2019)38 ໮) with a site area of approximately 46 mu on the Real Estate Title Certificate — Zhe (2020)
Y uhang Qu Bu Dong Chan Quan Di No. 0114680 ( ए(2020)ਜʔਗପᛆୋ0114680 ໮) dated September 16, 2020,
was resumed by the Management Committee of Hangzhou Y uhang Economic and Technological Development Zone
(ึ, “Management Committee”) with compensation according to the State-owned
Land Use Rights Resumption Agreement (ண͜ήԴ͜ᛆϗΫ՘ᙄ) signed between the Management
Committee and Hangzhou UBTECH on December 18, 2022. The Real Estate Title Certificate — Zhe (2020) Y uhang
Qu Bu Dong Chan Quan Di No. 0114680 had been replaced by Zhe (2023) Hangzhou Shi Bu Dong Chan Quan Di
No. 0026025 ( ए(2023)ψ̹ʔਗପᛆୋ0026025 ໮) with the site area changed from approximately 49,945.00 sq.m.
to 19,438.00 sq.m.
APPENDIX III PROPERTY V ALUATION REPORT
– III-9 –


--- page 679 ---
(3) Pursuant to the Real Estate Title Certificate — Zhe (2023) Hangzhou Shi Bu Dong Chan Quan Di No. 0026025 ( ए
(2023)ψ̹ʔਗପᛆୋ0026025 ໮) dated January 16, 2023, the land use rights of the property with a site area of
approximately 19,438.00 sq.m. had been granted to Hangzhou UBTECH for a term expiring on January 21, 2070 for
industrial uses.
(4) Pursuant to the Construction Works Planning Permit — Jian Zi Di No. 330110202037068 (οୋ330110202037068
໮) dated November 10, 2021 in favor of Hangzhou UBTECH, the CIP of the property with a total planned gross floor
area of approximately 110,401 sq.m. had been approved for construction.
(5) Pursuant to the Construction Works Commencement Permit — No. 330110202009240101 in favor of Hangzhou
UBTECH, permission by the relevant local authority was given to commence the construction of the property with
a total planned gross floor area of approximately 39,654 sq.m.
(6) As advised by the Group and pursuant to the legal opinion provided by the Company’s PRC Legal Adviser, the
property has been subject to a court order and sealed up by the Hangzhou Linping District People’s Court in relation
to a legal proceeding. As at the V aluation Date, the property is restricted for use, lease and transfer. Therefore, we
have attributed no commercial value to the property. For reference purpose, assuming that the court order with respect
to the property is lifted and the property can be freely transferred in the market without restriction, the Market V alue
of the property in existing state as at the V aluation Date is RMB147,000,000.
(7) We have been provided with a legal opinion regarding the property interest by the Company’s PRC Legal Adviser,
which contains, inter alia, the following:
(a) The property is free from any mortgage;
(b) The property is sealed up by Hangzhou Linping District People’s Court and subject to a restriction on use, lease
and transfer;
(c) Hangzhou UBTECH is legally and validly in possession of the property; and
(d) Hangzhou UBTECH has the rights to occupy the property subject to and in accordance with the applicable laws
and regulations.
(8) As the property is one of the major assets held by the Group, we are of the view that the property is a material
property. Details of the material property:
(a) General description of location of the property : The property is located at the junction of Hongda Road
(҃༺༩) and Shunda Road ( න༺༩) of Donghu Street
(ಳ൑༸) in Linping District of Hangzhou City,
directly opposite to an automobile company. There is a
shopping center nearby which is located at Linping
District and approximately 3 kilometers away from the
property. Accessibility of the property is considered
reasonable as it is served by the Long’an Metro Station
(Ꮂτ१) and about 10 kilometers away from Linping
South High-speed Railway Station.
(b) Details of encumbrances, liens, pledges,
mortgages against the property
: Nil
(c) Environmental issue : As advised by the Group, environmental protection
inspection would be conducted upon the completion of
the CIP .
(d) Details of investigations, notices, pending
litigation, breaches of law or title defects
: As advised by the Group, the property is sealed up by
the Hangzhou Linping District People’s Court in
relation to a legal proceeding as at the V aluation Date.
(e) Future plans for construction, renovation,
improvement or development of the property
and estimated associated costs
: As advised by the Group, the CIP is scheduled to be
completed in December of 2023. The total construction
cost is estimated to be approximately RMB186 million.
APPENDIX III PROPERTY V ALUATION REPORT
– III-10 –


--- page 680 ---
V ALUATION CERTIFICATE
G r o u pI—P r operty held for development by the Group
No. Property Description and Tenure
Particulars of
Occupancy
Market Value in
existing state as at
September 30, 2023
RMB
4. /H1100/H1100/H1100/H1100A parcel of land
together with the
under construction
works erected
thereon, located at
Lot D1-02-01,
Central Region,
Lin’an Economic
Development Zone,
Hangzhou City,
Zhejiang Province,
the PRC
(ʕശɛ͏΍ձ਷ए
ψ̹ᑗτ຾᏶
ක೯ਜʕ௅ήਜD1-
02-01ɓ෯ɺ
ʈ
೻)
The property comprises a parcel of
land with a site area of
approximately 29,556.00 sq.m. and
six buildings known as Workshop
No. 1, No. 3, No. 4 and No. 5,
Multifunctional Building No. 2 and
garbage room together with the
basement erected thereon which
were under construction (“CIP”) as
at the V aluation Date. As advised
by the Group, the CIP buildings are
scheduled to be completed in
December of 2024.
As advised by the Group, six
buildings and the garbage room
together with the basement of the
CIP have a total planned gross
floor area of approximately
156,828.53 sq.m. Upon completion,
these buildings will be used for
research, production and
manufacturing purposes. The total
construction cost of the CIP is
estimated to be approximately
RMB437 million, of which
approximately RMB26 million had
been incurred as at the V aluation
Date.
The property is designated for
industrial uses for a term expiring
on December 1, 2071.
As advised by the
Group, the property
was under construction
as at the V aluation
Date.
No commercial value
(see Notes (5), (6)(d))
Notes:
(1) Pursuant to the State-owned Land Use Rights Grant Contract — No. 3301852021A21032 dated December 10, 2021,
the land use rights of a land parcel — Lot No.: Lin Zheng Gong Chu (2021) No. 6 (ʈ̈(2021)6 ໮) with a site
area of approximately 29,556 sq.m. were contracted to be granted to UBTECH Shanhu (Hangzhou) Industrial Co.,
Ltd. ( Ꮄ̀፯ʆಳ(ψ)ʮ̡, “UBTECH Shanhu”) with planning details as follow:
Land Use Right Term: 50 years
Usage: Industrial
Site Coverage: /H1101715% (administration and domestic services: /H110177%)
Permitted Gross Floor Area
(aboveground):
118,224 sq.m.
The land premium was RMB15,520,000.
(2) Pursuant to the Real Estate Title Certificate — Zhe (2020) Lin’an Qu Bu Dong Chan Quan Di No. 0005669 ( ए(2020)
ᑗτਜʔਗପᛆୋ0005669 ໮) dated February 18, 2022, the land use rights of the property with a site area of
approximately 29,556.00 sq.m. had been granted to UBTECH Shanhu for a term expiring on December 1, 2071 for
industrial uses.
(3) Pursuant to the Construction Works Planning Permit — No. 330101202200025 dated March 9, 2022 in favor of
UBTECH Shanhu, the CIP of the property with a total planned gross floor area of approximately 146,832.81 sq.m.
had been approved for construction.
(4) Pursuant to the Construction Works Commencement Permit — No. 330112202205100301 in favor of UBTECH
Shanhu, permission by the relevant local authority was given to commence the construction of the property with a
total planned gross floor area of approximately 146,832.81 sq.m.
APPENDIX III PROPERTY V ALUATION REPORT
– III-11 –


--- page 681 ---
(5) Pursuant to the opinion provided by the Company’s PRC Legal Adviser, according to the requirements of Urban Real
Estate Management Law of the People’s Republic of China (جArticle 39, transfer
of the land use rights is allowed only if more than 25% of the total investment for the property development is
completed. Since according to the construction cost data provided by the Group, the construction progress of the
property is less than 25%, the property may be subject to the restriction on disposal at the current stage, therefore,
we have attributed no commercial value to the property. For reference purpose, assuming that the property can be
freely transferred in the market without restriction, the Market V alue of the property in existing state as at the
V aluation Date is RMB52,000,000.
(6) We have been provided with a legal opinion regarding the property interest by the Company’s PRC Legal Adviser,
which contains, inter alia, the following:
(a) The property is free from any mortgage or third party’s encumbrance;
(b) UBTECH Shanhu is legally and validly in possession of the property;
(c) UBTECH Shanhu has the rights to occupy, use, lease and mortgage the property subject to and in accordance
with the applicable laws and regulations; and
(d) UBTECH Shanhu has the rights to transfer the property only if the total development investment of the
property exceeds 25% and UBTECH Shanhu obtained consent from related government authorities.
APPENDIX III PROPERTY V ALUATION REPORT
– III-12 –


--- page 682 ---
V ALUATION CERTIFICATE
G r o u pI—P r operty held for development by the Group
No. Property Description and Tenure
Particulars of
Occupancy
Market Value in
existing state as at
September 30, 2023
RMB
5. /H1100/H1100/H1100/H1100A parcel of land
(Land A) located
at the south of
No. 1 Shengtai
Road and the
east of No. 3
Keji Road,
Lianxi District,
Jiujiang City,
Jiangxi Province,
the PRC
(ʕശɛ͏΍ձ਷Ϫ
ɘϪ̹ዟ๣ਜ͛
ی,Ҧɧ
ɓ෯ɺή)
The property comprises a parcel of
land with a site area of
approximately 16,895.45 sq.m.
As advised by the Group, the
property was vacant and pending
for development as at the V aluation
Date.
The property is designated for
industrial uses for a term expiring
on February 7, 2073.
As advised by the
Group, the property
was vacant as at the
V aluation Date.
No commercial value
(see Notes (4), (5)(d))
Notes:
(1) Pursuant to the State-owned Land Use Rights Grant Contract — 36202302030002 dated February 15, 2023, the land
use rights of a land parcel — Lot No.: DGB2022027 with a site area of approximately 16,895.45 sq.m. were
contracted to be granted to Jiujiang Y ouye Technology Co., Ltd. (ʮ̡, “Jiujiang Y ouye”) with
planning details as follow:
Land Use Right Term: 50 years
Usage: Industrial
Site Coverage: /H1101750%
Plot Ratio: /H110841
The land premium was RMB3,548,048.
(2) Pursuant to the Real Estate Title Certificate — Gan (2023) Jiujiang Shi Bu Dong Chan Quan Di No. 0023191 ( ᜯ
(2023) ɘϪ̹ʔਗପᛆୋ0023191 ໮) dated March 24, 2023, the land use rights of the property with a site area of
approximately 16,895.45 sq.m. had been granted to Jiujiang Y ouye for a term expiring on February 7, 2073 for
industrial uses.
(3) Pursuant to the Construction Land Planning Permit – Di Zi Di No. 3604022023YG0004361 ( ήοୋ3604022023YG0004361
໮) dated August 8, 2023, the property with a total site area of approximately 16,895.45 sq.m. had complied with the
planning requirements with a development scale of total investment amount of RMB225,000,000.
(4) Pursuant to the State-owned Land Use Rights Grant Contract — 36202302030002 dated February 15, 2023, transfer
of the land use rights is allowed only if more than 25% of the total investment for the development of the property
is completed. Since the development of the property has not yet commenced, therefore, we have attributed no
commercial value to the property. For reference purpose, assuming that the property can be freely transferred in the
market without restriction, the Market V alue of the property in existing state as at the V aluation Date is
RMB3,550,000.
(5) We have been provided with a legal opinion regarding the property interest by the Company’s PRC Legal Adviser,
which contains, inter alia, the following:
(a) The property is free from any mortgage or third party’s encumbrance;
(b) Jiujiang Y ouye is legally and validly in possession of the property;
(c) Jiujiang Y ouye has the rights to occupy, use, lease and mortgage the property subject to and in accordance with
the applicable laws and regulations; and
(d) Jiujiang Y ouye has the rights to transfer the property only if the total development investment of the property
exceeds 25% and Jiujiang Y ouye obtained consent from related government authorities.
APPENDIX III PROPERTY V ALUATION REPORT
– III-13 –


--- page 683 ---
V ALUATION CERTIFICATE
G r o u pI—P r operty held for development by the Group
No. Property Description and Tenure
Particulars of
Occupancy
Market Value in
existing state as at
September 30, 2023
RMB
6. /H1100/H1100/H1100/H1100A parcel of land
(Land B) located
at the south of
No. 1 Shengtai
Road and the
east of No. 3
Keji Road,
Lianxi District,
Jiujiang City,
Jiangxi Province,
the PRC
(ʕശɛ͏΍ձ਷Ϫ
ɘϪ̹ዟ๣ਜ͛
ی,Ҧɧ
ɓ෯ɺή)
The property comprises a parcel of
land with a site area of
approximately 16,527.40 sq.m.
As advised by the Group, the
property was vacant and pending
for development as at the V aluation
Date.
The property is designated for
industrial uses for a term expiring
on February 7, 2073.
As advised by the
Group, the property
was vacant as at the
V aluation Date.
No commercial value
(see Notes (4), (5)(d))
Notes:
(1) Pursuant to the State-owned Land Use Rights Grant Contract — 36202302030003 dated February 15, 2023, the land
use rights of a land parcel — Lot No.: DGB2022028 with a site area of approximately 16,527.40 sq.m. were
contracted to be granted to Jiujiang Y oubixing Technology Co., Ltd. (ʮ̡, “Jiujiang
Y oubixing”) with planning details as follow:
Land Use Right Term: 50 years
Usage: Industrial
Site Coverage: /H1101750%
Plot Ratio: /H110841
The land premium was RMB3,470,754.
(2) Pursuant to the Real Estate Title Certificate — Gan (2023) Jiujiang Shi Bu Dong Chan Quan Di No. 0023203 ( ᜯ
(2023) ɘϪ̹ʔਗପᛆୋ0023203 ໮) dated March 24, 2023, the land use rights of the property with a site area of
approximately 16,527.40 sq.m. had been granted to Jiujiang Y oubixing for a term expiring on February 7, 2073 for
industrial uses.
(3) Pursuant to the Construction Land Planning Permit – Di Zi Di No. 3604022023YG0003359 ( ήοୋ3604022023YG0003359
໮) dated August 8, 2023, the property with a total site area of approximately 16,527.40 sq.m. had complied with the
planning requirements with a development scale of total investment amount of RMB225,000,000.
(4) Pursuant to the State-owned Land Use Rights Grant Contract — 36202302030003 dated February 15, 2023, transfer
of the land use rights is allowed only if more than 25% of the total investment for the development of the property
is completed. Since the development of the property has not yet commenced, therefore, we have attributed no
commercial value to the property. For reference purpose, assuming that the property can be freely transferred in the
market without restriction, the Market V alue of the property in existing state as at the V aluation Date is
RMB3,470,000.
(5) We have been provided with a legal opinion regarding the property interest by the Company’s PRC Legal Adviser,
which contains, inter alia, the following:
(a) The property is free from any mortgage or third party’s encumbrance;
(b) Jiujiang Y oubixing is legally and validly in possession of the property;
(c) Jiujiang Y oubixing has the rights to occupy, use, lease and mortgage the property subject to and in accordance
with the applicable laws and regulations; and
(d) Jiujiang Y oubixing has the rights to transfer the property only if the total development investment of the
property exceeds 25% and Jiujiang Y oubixing obtained consent from related government authorities.
APPENDIX III PROPERTY V ALUATION REPORT
– III-14 –


--- page 684 ---
V ALUATION CERTIFICATE
G r o u pI—P r operty held for development by the Group
No. Property Description and Tenure
Particulars of
Occupancy
Market Value in
existing state as at
September 30, 2023
RMB
7. /H1100/H1100/H1100/H1100A parcel of land
located at Shatang
Southern Area,
Northern Ecological
New Zone,
Liubei District,
Liuzhou City,
Guangxi Zhuang
Autonomous
Region,
the PRC
(ʕശɛ͏΍ձ਷ᄿ
ψ̹
̏ਜ̏௅͛࿒อਜ
ɓ෯ɺ
ή)
The property comprises a parcel of
land with a site area of
approximately 49,527.10 sq.m.
According to the information
provided by the Group, the
property is planned to be developed
into an industrial complex which
will include three workshop
buildings, one ancillary office
building and various ancillary
facilities with a total planned gross
floor area of approximately
44,226.72 sq.m.
As advised by the Group, the
property was vacant and pending
for development as at the V aluation
Date.
The property is designated for
industrial uses for a term expiring
on July 12, 2073.
As advised by the
Group, the property
was vacant as at the
V aluation Date.
No commercial value
(see Notes (9), (10)(d))
Notes:
(1) Pursuant to the State-owned Land Use Rights Grant Contract — Liu Tu Chu Zi 2023026 Hao, the land use rights of
a land parcel — Lot No.: G (2023) 12 with a site area of approximately 49,527.1 sq.m. were contracted to be granted
to Liuzhou UBTECH Intelligent Industrial Co., Ltd. (ʮ̡, “Liuzhou UBTECH”) with
planning details as follow:
Land Use Right Term: 50 years
Usage: Industrial
Site Coverage: /H1101755% & /H1108445%
Plot Ratio: /H110172.0 & /H110841.3
The land premium was RMB17,100,000.
(2) Pursuant to the Real Estate Title Certificate — Gui (2023) Liuzhou Shi Bu Dong Chan Quan Di No. 0139833 (࣭
2023)ψ̹ʔਗପᛆୋ0139833 ໮) dated July 17, 2023, the land use rights of the property with a site area of
approximately 49,527.10 sq.m. had been granted to Liuzhou UBTECH for a term expiring on July 12, 2073 for
industrial uses.
(3) Pursuant to the Construction Land Planning Permit — Di Zi Di No. 4502002023YG0005325 ( ήοୋ4502002023YG0005325
໮) dated September 21, 2023, the property with a total site area of approximately 49,527.1 sq.m. had complied with
the planning requirements with a development scale of approximately 99,054.2 sq.m..
(4) Pursuant to the Construction Works Planning Permit — Jian Zi Di No. 4502002023GG0008362 (οୋ
4502002023GG0008362 ໮) dated September 12, 2023, the property with a total planned gross floor area of
approximately 12,978.36 sq.m. (Building No . 1 — workshop) had been approved for construction.
(5) Pursuant to the Construction Works Planning Permit — Jian Zi Di No. 4502002023GG0009322 (οୋ
4502002023GG0009322 ໮) dated September 12, 2023, the property with a total planned gross floor area of
approximately 13,528.36 sq.m. (Building No . 2 — workshop and basement) had been approved for construction.
(6) Pursuant to the Construction Works Planning Permit — Jian Zi Di No. 4502002023GG0010351 (οୋ
4502002023GG0010351 ໮) dated September 12, 2023, the property with a total planned gross floor area of
approximately 14,364.00 sq.m. (Building No . 3 — workshop) had been approved for construction.
(7) Pursuant to the Construction Works Planning Permit — Jian Zi Di No. 4502002023GG0011399 (οୋ
4502002023GG0011399 ໮) dated September 12, 2023, the property with a total planned gross floor area of
approximately 3,130.00 sq.m. (Building No . 4 — ancillary office) had been approved for construction.
(8) Pursuant to the Construction Works Planning Permit — Jian Zi Di No. 4502002023GG0012313 (οୋ
4502002023GG0012313 ໮) dated September 12, 2023, the property with a total planned gross floor area of
approximately 226.00 sq.m. (Building No . 5 — switch room, Building No. 6 an d 7 — guard house, fence wall) had
been approved for construction.
APPENDIX III PROPERTY V ALUATION REPORT
– III-15 –


--- page 685 ---
(9) Pursuant to State-owned Land Use Rights Grant Contract — Liu Tu Chu Zi 2023026 Hao, transfer of the land use
rights is allowed only if the total investment of RMB35,250,000 for the development of the property is completed and
the property is put into use. Since the development of the property has not yet commenced, therefore, we have
attributed no commercial value to the property. For reference purpose, assuming that the property can be freely
transferred in the market without restriction, the Market V alue of the property in existing state as at the V aluation Date
is RMB17,100,000.
(10) We have been provided with a legal opinion regarding the property interest by the Company’s PRC Legal Adviser,
which contains, inter alia, the following:
(a) The property is free from any mortgage or third party’s encumbrance;
(b) Liuzhou UBTECH is legally and validly in possession of the property;
(c) Liuzhou UBTECH has the rights to occupy, use, lease and mortgage the property subject to and in accordance
with the applicable laws and regulations; and
(d) Liuzhou UBTECH has the rights to transfer the property only if the total development investment of the
property exceeds the required investment amount and Liuzhou UBTECH obtained consent from related
government authorities.
APPENDIX III PROPERTY V ALUATION REPORT
– III-16 –


--- page 686 ---
V ALUATION CERTIFICATE
Group II — Property held for owner occupation by the Group
No. Property Description and Tenure
Particulars of
Occupancy
Market Value in
existing state as at
September 30, 2023
RMB
8. /H1100/H1100/H1100/H1100An industrial
development located
at the North District
of Jingxing
Economic
Development Zone
(Beizheng Village,
Beizheng Township,
Jingxing County),
Shijiazhuang City,
Hebei Province,
the PRC
(ئ
୿̹ʜৱ຾
᏶ක೯ਜ̏ਜ(ʜৱ
ጤ͍̏ඊ͍̏Ӏ)ٙ
ʈุධͦ)
The property comprises two
workshop buildings known as
Workshop No. 1 and No. 2 erected
on a parcel of land with a site area
of approximately 22,467.35 sq.m.
(see Note (3)) .
As advised by the Group, two
buildings of the property have a
total gross floor area of
approximately 19,111.51 sq.m., the
breakdown of which is as follow:
As advised by the
Group, the property
was self-use as at the
V aluation Date.
98,000,000
(RENMINBI
NINETY EIGHT
MILLION)
Buildings
Approximate
Gross Floor
Area (sq.m.)
Workshop No. 1 10,034.37
Workshop No. 2 9,077.14
Total: 19,111.51
According to the Construction
Works Completion Acceptance
Report, the property was completed
in July 2023 and satisfied the
completion and acceptance
requirements. As advised by the
Group, the property was pending
for the issuance of Real Estate
Title Certificate by relevant
authorities as at the V aluation Date.
The property is designated for
industrial uses for a term expiring
on October 27, 2071.
Notes:
(1) Pursuant to the State-owned Land Use Rights Grant Contract — HBJX [2021] No. 33 (HBJX [2021] 33 ໮) dated
October 20, 2021, the land use rights of a land parcel — Lot No.: (2021) 38 with a site area of approximately 66,670
sq.m. (see Notes (2) and (3)) were contracted to be granted to UBTECH (Hebei) Technology Co., Ltd. ( Ꮄ̀፯(̏)
ʮ̡, “UBTECH (Hebei)”) with planning details as follow:
Land Use Right Term: 50 years
Usage: Industrial
Site Coverage: /H1101760% & /H1108440%
Plot Ratio: /H110171.50 & /H110840.70
Building Height: /H1101724 m.
The land premium was RMB29,140,000.
(2) As advised by the Group, pursuant to the Jingxing County State-owned Land Use Rights Acquisition Contract — Jing
Shou Chu (2023) No. 1 ( ʜϗᎷο(2023)1 ໮) dated February 3, 2023, part of the land use rights with a site area of
approximately 44,202.65 sq.m. on the Real Estate Title Certificate — Ji (2023) Jingxing Xian Bu Dong Chan Quan
Di No. 0000039 ( ኏(2023) ʜৱጤʔਗପᛆୋ0000039 ໮) dated January 6, 2023, which had been granted to UBTECH
(Hebei) for a term expiring on October 27, 2071 for industrial uses, was acquired by the Jingxing Xian Natural
Resources and Planning Bureau ( ʜৱጤІ್༟๕ձ஝ྌ҅) at a consideration of RMB21,660,000.
(3) Pursuant to the Real Estate Title Certificate — Ji (2023) Jingxing Xian Bu Dong Chan Quan Di No. 0000031 ( ኏
(2023) ʜৱጤʔਗପᛆୋ0000031 ໮) dated January 6, 2023, the land use rights of the property with a site area of
approximately 22,467.35 sq.m. had been granted to UBTECH (Hebei) for a term expiring on October 27, 2071 for
industrial uses.
(4) Pursuant to the Construction Works Planning Permit — Jian Zi Di No. 130121202100025 (οୋ130121202100025
໮) dated November 8, 2021, the property with a total planned gross floor area of approximately 49,157.78 sq.m. had
been approved for construction.
APPENDIX III PROPERTY V ALUATION REPORT
– III-17 –


--- page 687 ---
(5) Pursuant to the attachment of the Construction Works Planning Permit — Jian Zi Di No. 120121202300015 (οୋ
120121202300015 ໮) dated May 17, 2023, the property with a total planned gross floor area of approximately
19,111.51 sq.m. had been approved for construction.
(6) Pursuant to the Construction Works Commencement Permit — No. 130121202112230101, permission by the relevant
local authority was given to commence the construction of the property with a total planned gross floor area of
approximately 19,111.51 sq.m.
(7) Pursuant to a planning acceptance permit document — Letter of Completion Acceptance — Jing Zi Jun Y an (2023)
No. 12 ( ʜІം᜕(2023)012 ໮) dated June 7, 2023 issued by Jingxing Xian Natural Resources and Planning Bureau
in favor of UBTECH (Hebei), the property with a total planned gross floor area of approximately 19,111.51 sq.m.
satisfied the completion and acceptance requirements.
(8) Pursuant to the Construction Works Completion Acceptance Report — Bei An Bian Hao No. 2023J1301210006 ( ௪
ᇜ໮:2023J1301210006) dated July 14, 2023 issued by the Department of Hebei Housing and Urban-Rural
Development in favor of UBTECH (Hebei), Workshop No. 1 and No. 2 of the property referring to the attachment
of the Construction Works Planning Permit — Jian Zi Di No. 120121202300015 (οୋ120121202300015 ໮) and
Construction Works Commencement Permit — No. 130121202112230101 were completed and satisfied the
completion and acceptance requirements.
(9) We have been provided with a legal opinion regarding the property interest by the Company’s PRC Legal Adviser,
which contains, inter alia, the following:
(a) The property is free from any mortgage or third party’s encumbrance;
(b) UBTECH (Hebei) is legally and validly in possession of the property;
(c) UBTECH (Hebei) has the rights to occupy and use the property; and
(d) UBTECH (Hebei) has the rights to transfer, lease and mortgage the property only if the total development
investment of the property exceeds 25% and UBTECH (Hebei) obtained consent from the related government
authorities.
(10) As the property is one of the major assets held by the Group, we are of the view that the property is a material
property. Details of the material property:
(a) General description of location of the
property
: The property is situated at No. 9, Kaifang Da Dao of
Jingxing County Development Zone in Shijiazhuang
City. General living facilities such as banks,
supermarkets, fast food shops, restaurants and
convenient stores are available in Jingxing County
Town, which is located close to the property.
Accessibility is considered reasonable as various
options for public transport including high-speed
railway station such as Jingkun Expressway (৷஺)
(G5) and Shitai Expressway ( ͩ˄৷஺) (G20), public
transportation center and international airport are
available in Shijiazhuang City. In particular, the
property is also served by Shijiazhuang Expressway/S75
Fu-Zan Expressway, Jingxing County Automobile
Passenger Transport Center and Shijiazhuang High-
speed Railway Station.
(b) Details of encumbrances, liens, pledges,
mortgages against the property
: Nil
(c) Environmental issue : As advised by the Group, the property is not required
for environmental protection inspection by relevant
government authorities.
(d) Details of investigations, notices, pending
litigation, breaches of law or title defects
: Nil
(e) Future plans for construction, renovation,
improvement or development of the property
and estimated associated costs
: According to the Construction Works Completion
Acceptance Report issued by Department of Hebei
Housing and Urban-Rural Development, the property
was completed in July 2023 and satisfied the completion
and acceptance requirements. As advised by the Group,
the property was pending for the issuance of Real Estate
Title Certificate by relevant authorities as at the
V aluation Date.
APPENDIX III PROPERTY V ALUATION REPORT
– III-18 –


--- page 688 ---
OVERVIEW OF TAX IMPLICATIONS OF PRC
Taxation on Dividends
Individual Investors
According to the Individual Income Tax Law of the People’s Republic of China ( ʕശɛ͏΍ձ
) (the “ IIT Law ”) which was promulgated on September 10, 1980, latest
amended on August 31, 2018 and came into effect on 1 January 2019, and the Regulations for the
Implementation of the Individual Income Tax Law of the People’s Republic of China ( ʕശɛ͏
ૢԷ) that was latest amended on December 18, 2018 and came into
effect on 1 January 2019, dividends paid by Chinese companies to individual investors are generally
subject to a withholding tax at a flat rate of 20%. In addition, according to the Notice on Issues
Concerning Differentiated Individual Income Tax Policies for Dividends and Bonuses of Listed
Companies () issued on
September 7, 2015, where an individual acquires stocks of a listed company from public offering
of the company or from the stock transfer market and holds the stocks for more than one year, the
income from dividends is exempted from individual income tax; if the individual holds the stocks
for one month or less, the income from dividends is fully taxable; if the individual holds the stocks
for one month to one year (one year inclusive), 50% of the income from dividends is taxable; The
aforesaid income is subject to an individual income tax at a flat rate of 20%. In fact, the withholding
tax rate for dividends of non-resident individuals may be lower than 20% under certain
circumstances.
Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special
Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion
(τર) signed on August 21,
2006, the Chinese government may impose tax on dividends paid by a Chinese company to a
resident of the Hong Kong Special Administrative Region (HKSAR) (including natural person and
legal entity), but such tax will not exceed 10% of the total amount of the dividends payable. If an
HKSAR resident directly holds 25% or more of the equity interest in a Chinese company, such tax
will not exceed 5% of the total dividends payable by the Chinese company. The Fifth Protocol of
the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region
on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion issued by the State
Administration of Taxation (׵<ᅄ
τર>) effective on December 6, 2019 stipulates that the
arrangements or transactions made for the primary purpose of obtaining the above-mentioned tax
benefits are not subject to the above-mentioned provisions.
Enterprise Investors
In accordance with the Enterprise Income Tax Law of the People’s Republic of China ( ʕശɛ͏
) (the “ EIT Law ”), which came into effect as of January 1, 2008 and was
latest amended on December 29, 2018, and the Implementation Rules for the Enterprise Income Tax
Law of the People’s Republic of China (ૢԷ), which came
into effect as of January 1, 2008 and was latest amended on April 23, 2019, the rate of enterprise
income tax shall be 25%. A non-resident enterprise is generally subject to a 10% enterprise income
tax on PRC-sourced income (including dividends received from a PRC resident enterprise that
issues shares in Hong Kong), if such non-resident enterprise does not have an establishment or
premise in the PRC or has an establishment or premise in the PRC but the PRC-sourced income is
not connected to such establishment or premise in the PRC. The aforesaid enterprise income tax
may be reduced pursuant to applicable treaties to avoid double taxation. Such withholding tax for
non-resident enterprises are deducted at source, where the payer of the income are required to
withhold the enterprise income tax from the amount to be paid to the non-resident enterprise when
such payment is made or due.
APPENDIX IV TAXATION AND FOREIGN EXCHANGE
– IV-1 –


--- page 689 ---
The Circular of the State Administration of Taxation on Issues Relating to the Withholding of
Enterprise Income Tax on Dividends Paid by Chinese Resident Enterprises to H Share Shareholders
of Overseas Non-Resident Enterprise (͏ΆุΣྤ̮Hٰ
) which was issued by the State Administration
of Taxation on November 6, 2008, further clarified that a PRC-resident enterprise must withhold
enterprise income tax at a rate of 10% on dividends paid to H Share shareholders of overseas
non-resident enterprise for 2008 and subsequent years. In addition, the Response to Issues on
Levying Enterprise Income Tax on Dividends Received by Non-resident Enterprise from Holding
Stock such as B-shares (͏Άุ՟੻B੻೼ਪᕚ
ҭᔧ) which was issued by the State Administration of Taxation on July 24, 2009, further
provides that any PRC-resident enterprise that is listed on overseas stock exchanges must withhold
enterprise income tax at a rate of 10% on dividends of 2008 and onwards that it distributes to
non-resident enterprises. Such tax rates may be further modified pursuant to the tax treaty or
agreement that China has concluded with a relevant jurisdiction, where applicable.
Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special
Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion
(τર) signed on August 21,
2006, Chinese Government may levy taxes on the dividends paid by a Chinese company to Hong
Kong residents (including natural persons and legal entities) in an amount not exceeding 10% of
total dividends payable by the Chinese company. If a Hong Kong resident directly holds 25% or
more of the equity interest in a Chinese company, then such tax shall not exceed 5% of the total
dividends payable by the Chinese company. The Fifth Protocol of the Arrangement between the
Mainland of China and the Hong Kong Special Administrative Region on the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion issued by the State Administration of Taxation ( ਷
׵<τર >֛
) effective on December 6, 2019 states that such provisions shall not apply to those
arrangements or transactions, of which the main purpose includes gaining such tax benefit. The
application of the dividend clause of tax agreements shall be subject to the PRC tax laws and
regulations, such as the Notice of the State Administration of Taxation on the Issues Concerning the
Application of the Dividend Clauses of Tax Agreements (ૢ
).
Tax Treaties
Non-PRC resident investors residing in countries which have entered into treaties for the avoidance
of double taxation with the PRC are entitled to a reduction of the withholding taxes imposed on the
dividends received from PRC companies. The PRC currently has entered into Avoidance of Double
Taxation Treaties/Arrangements with a number of countries and regions including Hong Kong
Special Administrative Region, Macau Special Administrative Region, Australia, Canada, France,
Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and the United States.
Non-PRC resident enterprises entitled to preferential tax rates in accordance with the relevant
income tax treaties or arrangements are required to apply to the PRC tax authorities for a refund of
the withholding tax in excess of the agreed tax rate.
Taxation on Share Transfer
V alue-Added Tax and Local Surcharges
Pursuant to the Circular on Comprehensively Promoting the Pilot Program of the Collection of
V alue-added Tax in Lieu of Business Tax (࠽
) (the “ Circular 36 ”), promulgated by the Ministry of Finance and the State
Administration of Taxation on March 23, 2016 and as amended on July 11, 2017, December 25,
2017 and March 20, 2019 respectively, the entities and individuals that sell services, intangible
assets or immovable properties within the territory of the PRC are value-added tax payers, and shall
pay value-added tax instead of business tax. Circular 36 also provides that transfer of financial
products, including transfer of the ownership of marketable securities, shall be subject to
value-added tax at 6% on the taxable income.
APPENDIX IV TAXATION AND FOREIGN EXCHANGE
– IV-2 –


--- page 690 ---
Meanwhile, the taxpayers of value-added tax are also subject to urban maintenance and construction
tax, education surcharge and local education surcharge.
Income Tax
Individual Investors
According to the IIT Law and its implementation rules, gains realized on the sale of equity interests
in the PRC-resident enterprises are subject to the individual income tax at a rate of 20%. Pursuant
to the Circular of the Ministry of Finance and the State Administration of Taxation on Declaring that
Individual Income Tax Continues to be Exempted over Income from Transfer of Shares by
Individuals ()
issued on March 30, 1998 and effective from January 1, 1997, income of individuals from the
transfer of shares of listed enterprises shall continue to be exempted from individual income tax.
On December 31, 2009, the Ministry of Finance, the State Administration of Taxation and the China
Securities Regulatory Commission jointly issued the Circular on Relevant Issues Concerning the
Collection of Individual Income Tax over the Income Received by Individuals from Transfer of
Listed Shares Subject to Sales Limitation (੻೼Ϟ
) which states that individuals’ income from transferring at Shanghai Stock
Exchange or Shenzhen Stock Exchange the shares of a listed company acquired from the public
offerings of the company or from the transfer market shall continuously be exempted from the
individual income tax, except for the relevant shares which are subject to sales restriction as defined
in the Supplementary Circular on Relevant Issues Concerning the Collection of Individual Income
Tax over the Income Received by Individuals from Transfer of Listed Shares Subject to Sales
Limitation () jointly
issued by the three aforementioned authorities on November 10, 2010. As of the Latest Practicable
Date, the aforesaid provision has not expressly provided that individual income tax shall be
collected from non-resident individuals on the sale of shares of PRC-resident enterprises listed on
overseas stock exchanges.
Enterprise Investors
In accordance with the EIT Law and its implementation rules, a non-resident enterprise is generally
subject to a 10% enterprise income tax on PRC-sourced income, including gains derived from the
disposal of equity interests in a PRC resident enterprise, if it does not have an establishment or
premise in the PRC or has an establishment or a premise in the PRC but the PRC-sourced income
does not have actual connection with such establishment or premise. Such income tax for
non-resident enterprises are deducted at source, where the payer of the income are required to
withhold the enterprise income tax from the amount to be paid to the non-resident enterprise when
such payment is made or due. The withholding tax may be reduced or exempted pursuant to relevant
treaties or agreements on avoidance of double taxation.
Stamp Duty
Pursuant to the Stamp Tax Law of the People’s Republic of China ()
effective as of July 1, 2022, PRC stamp duty only applies on specific proof executed or received
within the PRC and with legally binding force in the PRC, thus the requirements of the stamp duty
imposed on the transfer of shares of PRC listed companies shall not apply to the acquisition and
disposal of H shares by non-PRC investors outside of the PRC.
PRINCIPAL TAXATION OF THE COMPANY IN THE PRC
Enterprise Income Tax
According to the EIT Law and its implementation rules, enterprise income taxpayers shall include
resident and non-resident enterprises. Resident enterprise refers to an enterprise that is established
within China, or is established under the law of a foreign country (region) but whose actual
institution of management is within China. Non-resident enterprise refers to an enterprise
established under the law of a foreign country (region), whose actual institution of management is
not within China but has offices or establishments within China; or which does not have any offices
or establishments within China but has incomes sourced from China. The rate of enterprise income
tax shall be 25%. Qualified small low-profit enterprises are given the reduced enterprise income tax
rate of 20%.
APPENDIX IV TAXATION AND FOREIGN EXCHANGE
– IV-3 –


--- page 691 ---
Enterprises that are recognized as high-tech enterprises in accordance with the Administrative
Measures on Accreditation of High-tech Enterprises () are entitled
to enjoy the preferential enterprise income tax rate of 15%. The validity period of the high-tech
enterprise qualification shall be three years from the date of issuance of the certificate of high-tech
enterprise. The enterprise can re-apply for such recognition as a high-tech enterprise.
Value-added Tax
According to the Interim V alue-Added Tax Regulations of the People’s Republic of China ( ʕശ
೼ᅲБૢԷ), as announced by the State Council on December 13, 1993 and latest
amended on November 19, 2017, entities and individuals selling goods, providing labor services of
processing, repairing or maintenance, selling services, intangible assets, real property in China, and
importing goods to China, shall be identified as taxpayers of value-added tax.
Unless otherwise provided by laws, the value-added tax rate is: 17% for taxpayers selling goods,
labor services, or tangible movable property leasing services or importing goods; 11% for taxpayers
selling transportation, postal, basic telecommunication, construction, or immovable property
leasing services, immovable property, transferring the rights to use land, or selling or importing
specific goods; 6% for taxpayers selling services or intangible assets; 0% for domestic entities and
individuals selling services or intangible assets within the scope prescribed by the State Council
across national borders; 0% for exported goods, except as otherwise specified by the State Council.
Pursuant to the Circular on Comprehensively Promoting the Pilot Program of the Collection of
V alue-added Tax in Lieu of Business Tax (࠽
), promulgated by the Ministry of Finance and the State Administration of Taxation
on March 23, 2016, the pilot program of the collection of value-added tax in lieu of business tax
shall be promoted nationwide in a comprehensive manner, and all taxpayers of business tax engaged
in the building industry, the real estate industry, the financial industry and the life service industry
shall be included in the scope of the pilot program with regard to payment of value-added tax
instead of business tax.
According to the Circular on Policies for Simplifying and Consolidating V alue-added Tax Rates
(), announced by the Ministry of
Finance and the State Administration of Taxation on April 28, 2017, the structure of value-added
tax rates will be simplified from July 1, 2017, and the 13% value-added tax rate shall be canceled.
The scope of goods with 11% value-added tax rate and the provisions for deducting input tax are
specified.
According to the Circular of on Adjusting V alue-added Tax Rates (ሜ዆ᄣ
) announced by the Ministry of Finance and the State Administration of Taxation
on April 4, 2018, from May 1, 2018, where a taxpayer engages in a value-added tax taxable sales
activity or imports goods, the previous applicable 17% and 11% tax rates are adjusted to be 16%
and 10% respectively.
According to the Announcement of the Ministry of Finance, the State Taxation Administration and
the General Administration of Customs on Relevant Policies for Deepening V alue-Added Tax
Reform (ʮѓ) promulgated on March 20, 2019, with respect
to value-added tax taxable sales or imported goods of a value-added tax general taxpayer, the
originally applicable value-added tax rate of 16% shall be adjusted to 13%; the originally applicable
value-added tax rate of 10% shall be adjusted to 9%.
FOREIGN EXCHANGE CONTROL IN THE PRC
The lawful currency of the PRC is Renminbi, which is currently subject to foreign exchange control
and cannot be freely converted into foreign currency. The SAFE, under the authority of the People’s
Bank of China (the “ PBOC ”), is empowered with the functions of administering all matters relating
to foreign exchange, including the enforcement of foreign exchange control regulations.
APPENDIX IV TAXATION AND FOREIGN EXCHANGE
– IV-4 –


--- page 692 ---
The principal regulations governing foreign currency exchange in the PRC is the Regulations of the
People’s Republic of China on Foreign Exchange Administration ( ʕശɛ͏΍ձ਷̮ි၍ଣૢ
Է) (the “ Foreign Exchange Control Regulations ”) which was promulgated by the State Council
on January 29, 1996, became effective on April 1, 1996 and was subsequently amended on
January 14, 1997 and August 5, 2008 and the Regulations on the Administration of Settlement, Sale
and Payment of Foreign Exchange () which was promulgated by
the PBOC on June 20, 1996 and became effective on July 1, 1996. Pursuant to these regulations and
other PRC rules and regulations on currency conversion, Renminbi is generally freely convertible
for payments of current account items, such as trade and service-related foreign exchange
transactions, but not freely convertible for capital account items, such as direct investment, loan or
investment in securities outside China unless prior approval of SAFE or its local counterparts is
obtained.
According to the relevant laws and regulations in the PRC, PRC enterprises (including foreign
investment enterprises) which need foreign exchange for current item transactions may, without the
approval of the foreign exchange administrative authorities, effect payment through foreign
exchange accounts opened at financial institutions that carries business of foreign exchange
settlement and sale by presenting valid documentation. Foreign investment enterprises which need
foreign exchange for the distribution of profits to their shareholders and PRC enterprises which, in
accordance with regulations, are required to pay dividends to their shareholders in foreign exchange
may, on the strength of resolutions of the board of directors or the shareholders’ general meetings
on the distribution of profits, effect payment from foreign exchange accounts or with the purchased
foreign exchange at designated foreign exchange banks.
On December 26, 2014, the SAFE issued the Circular of the State Administration of Foreign
Exchange on Issues concerning the Administration of Foreign Exchange Involved in Overseas
Listing (), pursuant to which a
domestic company shall, within fifteen working days upon the end of its overseas public offering,
handle registration formalities for overseas listing with the foreign exchange authority at its place
of registration with the required materials. Funds raised by a domestic company through overseas
listing may be transferred back or deposited overseas, and the use of such funds shall be consistent
with those contents mentioned in publicly disclosed documents such as the prospectus.
On February 13, 2015, the SAFE issued the Notice of on Further Simplifying and Improving
Policies for the Foreign Exchange Administration of Direct Investment (ආ
), which came into effect on June 1, 2015. The
notice has canceled the approval of foreign exchange registration under domestic direct investment
and the approval of foreign exchange registration under overseas direct investment, instead, banks
shall directly examine and handle foreign exchange registration under domestic direct investment
and foreign exchange registration under overseas direct investment, and the SAFE and its local
offices shall indirectly regulate the foreign exchange registration of direct investment through
banks.
According to the Circular of the State Administration of Foreign Exchange on Reforming and
Regulating Policies for the Administration over Foreign Exchange Settlement of Capital Accounts
() issued by the SAFE on
June 9, 2016, the foreign exchange receipts under capital accounts of domestic institutions are
subject to discretionary settlement policies. The foreign exchange receipts under capital accounts
(including foreign exchange capital, foreign debts, and repatriated funds raised through overseas
listing) subject to discretionary settlement as expressly prescribed in the relevant policies may be
settled with banks according to the actual need of the domestic institutions for business operation.
Domestic institutions may, at their discretion, settle up to 100% of foreign exchange receipts under
capital accounts for the time being. The SAFE may adjust the above proportion in due time
according to balance of payments situation.
APPENDIX IV TAXATION AND FOREIGN EXCHANGE
– IV-5 –


--- page 693 ---
PRC LEGAL SYSTEM
The PRC legal system is based on the Constitution of the PRC () (the
“Constitution ”) and is made up of written laws, administrative regulations, local regulations,
autonomous regulations, separate regulations, rules and regulations of departments of the State
Council, rules and regulations of local governments, international treaties of which the PRC
government is a signatory, and other regulatory documents. Court verdicts may be used as judicial
reference and guidance. However, they do not constitute binding precedents.
According to the Constitution and the Legislation Law of the PRC ()
(the “ Legislation Law ”), National People’s Congress (the “ NPC”) and the SCNPC are empowered
to exercise the legislative power of the State. The NPC has the power to formulate and amend basic
laws governing civil and criminal matters, state organs and other matters. The SCNPC is
empowered to formulate and amend laws other than those required to be enacted by the NPC and
to supplement and amend any parts of laws enacted by the NPC during the adjournment of the NPC,
provided that such supplements and amendments are not in conflict with the basic principles of such
laws. The State Council is the highest organ of the PRC administration and has the power to
formulate administrative regulations based on the Constitution and laws. The people’s congresses
of provinces, autonomous regions and municipalities and their respective standing committees may
formulate local regulations based on the specific circumstances and actual requirements of their
own respective administrative areas, provided that such local regulations do not contravene any
provision of the Constitution, laws or administrative regulations. The people’s congress of the
National Autonomous Region has the power to formulate autonomous regulations and separate
regulations in accordance with the political, economic and cultural characteristics of the local ethnic
groups, and make flexible provisions on the provisions of laws and administrative regulations, but
shall not violate the basic principles of laws or administrative regulations, and shall not make
flexible provisions on the provisions of the Constitution and the law of regional ethnic autonomy,
as well as other relevant laws and administrative regulations on ethnic autonomy.
The ministries and commissions of the State Council, the People’s Bank of China, the State Audit
Administration as well as the other organs endowed with administrative functions directly under the
State Council may, in accordance with the laws as well as the administrative regulations, decisions
and orders of the State Council and within the limits of their power, formulate rules. The people’s
governments of the provinces, autonomous regions, and municipalities directly under the central
government, cities divided into districts and autonomous prefectures may enact rules, in accordance
with laws, administrative regulations and the local regulations of their respective provinces,
autonomous regions or municipalities.
The Constitution has supreme legal authority and no laws, administrative regulations, local
regulations, autonomous regulations or separate regulations may contravene the Constitution. The
authority of laws is greater than that of administrative regulations, local regulations and rules. The
authority of administrative regulations is greater than that of local regulations and rules. The
authority of local regulations is greater than that of the rules of the local governments at or below
the corresponding level. The authority of the rules enacted by the people’s governments of the
provinces or autonomous regions is greater than that of the rules enacted by the people’s
governments of the cities divided into districts or autonomous prefectures within the administrative
areas of the provinces and the autonomous regions.
The NPC has the power to alter or annul any inappropriate laws enacted by its Standing Committee,
and to annul any autonomous regulations or separate regulations which have been approved by its
Standing Committee, but which contravene the Constitution or the Legislation Law. The SCNPC
has the power to annul any administrative regulations that contravene the Constitution and laws, to
annul any local regulations that contravene the Constitution, laws or administrative regulations, and
to annul any autonomous regulations or local regulations which have been approved by the standing
committees of the people’s congresses of the relevant provinces, autonomous regions or
municipalities directly under the central government, but which contravene the Constitution and the
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-1 –


--- page 694 ---
Legislation Law. The State Council has the power to alter or annul any inappropriate ministerial
rules and rules of local governments. The people’s congresses of provinces, autonomous regions or
municipalities directly under the central government have the power to alter or annul any
inappropriate local regulations enacted or approved by their respective standing committees. The
standing committees of local people’s congresses have the power to annul inappropriate rules
enacted by the people’s governments at the corresponding level. The people’s governments of
provinces and autonomous regions have the power to alter or annul any inappropriate rules enacted
by the people’s governments at a lower level.
According to the Constitution, the power to interpret laws is invested in the SCNPC. According to
the Decision of the Committee of the NPC Regarding the Strengthening of Interpretation of Laws
(Ӕᙄ), if the scope prescribed by laws
or decrees needs to be further defined or supplementary provisions need to be made, the SCNPC
shall interpret them or make provisions by means of decrees. Issues involving the specific
application of laws and decrees in the trial work of the court shall be interpreted by the Supreme
People’s Court. Issues involving the specific application of laws and decrees in the procuratorial
work of the procuratorate shall be interpreted by the Supreme People’s Procuratorate. If there are
principled differences in the interpretation of the Supreme People’s Court and the Supreme People’s
Procuratorate, they shall be submitted to the SCNPC for interpretation or decision. Issues that do
not involve the specific application of laws and decrees in judicial and procuratorial work shall be
interpreted by the State Council and the competent departments. If the scope of local laws and
regulations needs to be further defined or supplemented, the standing committee of the people’s
congress of each province, autonomous region and municipality directly under the central
government that promulgates such laws and regulations shall interpret or make provisions. Issues
involving the specific application of local laws and regulations shall be interpreted by the
competent departments of the people’s governments of the provinces, autonomous regions and
municipalities directly under the central government.
PRC JUDICIAL SYSTEM
According to the Constitution and the Organic Law of the People’s Court of the People’s Republic
of China (), the people’s court is composed of the Supreme
People’s Court, the local people’s courts at all levels and the special people’s courts.
Local people’s courts at all levels are composed of primary people’s courts, intermediate people’s
courts and higher people’s courts. The primary people’s courts may set up civil, criminal and
economic tribunals. The intermediate people’s court has similar structure with the primary people’s
court, and can set up other tribunals, such as intellectual property tribunal when necessary. Special
people’s courts include military courts, maritime courts, intellectual property courts, financial
courts and other special courts.
The higher level of people’s court supervises the trial work of the people’s court at a lower level.
The people’s procuratorate also has the right to exercise legal supervision over the proceedings of
the people’s court at the same level or at a lower level. The Supreme People’s Court is the highest
judicial organ in China and supervises the trial work of local people’s courts at all levels and special
people’s courts. In accordance with the Criminal Procedure Law of the PRC ( ʕശɛ͏΍ձ਷Α
) (the “ Criminal Procedure Law ”) and the Civil Procedure Law of the PRC ( ʕശɛ
) (the “ Civil Procedure Law ”), the people’s courts apply a two-tier
appellate system. Before a judgment or ruling of first instance has legal effect, the parties may
appeal to the people’s court at the next higher level. A judgment or ruling of second instance made
by a higher court shall be final and binding. The first instance judgment or ruling of the Supreme
People’s Court is also final. However, if the Supreme People’s Court or the people’s court at a
higher level finds an error in the effective judgment, ruling or conciliation statement made by the
people’s court at a lower level, it shall have the right to bring the case up for trial or order the
people’s court at a lower level to hold the case. If the president of a people’s court at any level finds
that there is an error in the effective judgment, written order or conciliation statement made by his
court and considers that a retrial is necessary, he shall submit it to the judicial committee for
discussion and decision.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-2 –


--- page 695 ---
The Civil Procedure Law contains provisions on the jurisdiction of the people’s court, the
procedures to be followed in conducting civil proceedings and the procedures for the enforcement
of civil judgments or rulings. All parties to a civil action in China shall abide by the civil procedure
law. Generally speaking, civil cases are heard by the local court where the defendant lives. The
parties to the contract may also choose the court of jurisdiction to file a civil action by express
agreement, but the court of jurisdiction shall be the place where the dispute is actually related, such
as the place where the plaintiff or the defendant lives, the place where the contract is signed or
performed, or the place where the subject matter of the action is located, etc. However, in any case,
the above selection shall not violate the provisions of the Civil Procedure Law on level jurisdiction
and exclusive jurisdiction.
A foreign individual, a person without nationality, a foreign enterprise or a foreign organization that
institute or respond to proceedings in a people’s court is given the same litigation rights and
obligations as a citizen or legal person of the PRC. Should a foreign court limit the litigation rights
of PRC citizens and enterprises, the PRC court shall apply the same limitations to the citizens and
enterprises of such foreign country.
If any party to a civil action refuses to comply with the effective judgment, ruling, conciliation
statement and other legal documents to be executed by the people’s court or an award made by the
arbitration tribunal in the PRC, the other party may apply to the people’s court for the enforcement
of the same. There are time limits of two years imposed on the right to apply for such enforcement.
Suspension or disruption of the time limit for applying for such enforcement shall comply with the
provisions of the applicable law concerning the suspension or disruption of the time-barring of
actions.
A party seeking to enforce a judgment or ruling of a people’s court against a party who is not
personally or whose property is not within the PRC may apply to a foreign court with jurisdiction
over the case for recognition and enforcement of the judgment or ruling. A foreign judgment or
ruling may also be recognized and enforced by the people’s court according to PRC enforcement
procedures if the PRC has entered into or acceded to an international treaty with the relevant foreign
country, which provides for such recognition and enforcement, or if the judgment or ruling satisfies
the court’s examination according to the principle of reciprocity, unless the people’s court finds that
the recognition or enforcement of such judgment or ruling will result in a violation of the basic legal
principles of the PRC, its sovereignty or security or against social and public interest.
THE PRC COMPANY LA W, OVERSEAS LISTING TRIAL MEASURES AND THE
GUIDELINES FOR ARTICLES OF ASSOCIATION
The PRC Company Law (جwas passed by the SCNPC on December 29, 1993 and came
into effect on July 1, 1994. It was successively amended on December 25, 1999, August 28, 2004,
October 27, 2005, December 28, 2013 and October 26, 2018. The revised Company Law came into
effect on October 26, 2018.
The Overseas Listing Trial Measures which were promulgated by the CSRC on February 17, 2023
and became effective on March 31, 2023, and were applicable to the overseas offering and listing
of PRC domestic companies’ securities.
The Guidelines for Articles of Association of Listed Companies (ˏ) (the
“Guidelines for Articles of Association”) which were issued by the CSRC on December 16, 1997,
latest revised on January 5, 2022 and came into effect on the same date, providing the guidelines
for the Articles of Association.
Set out below is a summary of the major provisions of the Company Law, the Overseas Listing Trial
Measures and the Guidelines for Articles of Association applicable to the Company.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-3 –


--- page 696 ---
General Provisions
A joint stock limited company is a corporate legal person incorporated under the PRC Company
Law, whose registered capital is divided into shares of equal par value. The liability of its
shareholders is limited to the extent of the shares they hold, and the liability of the company is
limited to the full amount of all the assets it owns.
A company must conduct its business in accordance with laws as well as public and commercial
ethics. A company may invest in other limited liability companies. The liabilities of the company
to such invested companies are limited to the amount invested. Unless otherwise provided by laws,
a company cannot be the capital contributor who has the joint and several liabilities associated with
the debts of the invested enterprises.
Incorporation
A company may be incorporated by promotion or subscription. A company may be incorporated by
a minimum of two but no more than 200 promoters, and at least half of the promoters must be
residents within the PRC. Companies incorporated by promotion are companies of which the entire
registered capital is subscribed for by the promoters. Shares in the company shall not be offered to
others unless the registered capital has been fully paid up. For companies incorporated by
subscription, the registered capital is the total paid-up capital as registered with the relevant
registration authorities. If laws, administrative regulations and State Council decisions provide
otherwise on paid-in registered capital and the minimum registered capital, the company should
follow such provisions.
For companies incorporated by way of promotion, the promoters shall subscribe in writing for the
shares required to be subscribed for by them and pay up their capital contributions under the articles
of association. Procedures relating to the transfer of titles to non-monetary assets shall be duly
completed if such assets are to be contributed as capital. Promoters who fail to pay up their capital
contributions in accordance with the foregoing provisions shall assume default liabilities in
accordance with the covenants set out in the promoters’ agreements. After the promoters have
confirmed the capital contribution under the articles of association, a board of directors and a
supervisory board shall be elected and the board of directors shall apply for registration of
incorporation by filing the articles of association with the company registration authority, and other
documents as required by the law or administrative regulations.
Where companies are incorporated by subscription, not less than 35% of their total number of shares
must be subscribed for by the promoters, unless otherwise provided for by laws or administrative
regulations. A promoter who offers shares to the public must publish a prospectus and prepare a
share subscription form to be completed, signed and sealed by subscribers, specifying the number
and amount of shares to be subscribed for and the subscribers’ addresses. The subscribers shall pay
up monies for the shares they subscribe for. Where a promoter is offering shares to the public, such
offer shall be underwritten by security companies established under PRC law, and underwriting
agreements shall be entered into. A promoter offering shares to the public shall also enter into
agreements with banks in relation to the receipt of subscription monies. The receiving banks shall
receive and keep in custody the subscription monies, issue receipts to subscribers who have paid the
subscription monies, and is obliged to furnish evidence of receipt of those subscription monies to
relevant authorities. After the subscription monies for the share issue have been paid in full, a
capital verification institution established under PRC law must be engaged to conduct a capital
verification and furnish a report thereon. The promoters shall convene an inauguration meeting
within 30 days following the full payment of subscription monies. The inauguration meeting shall
be formed by the promoters and subscribers. Where the shares issued remain undersubscribed by the
cut-off date stipulated in the share offering prospectus, or where the promoter fails to convene an
inauguration meeting within 30 days after the subscription monies for the shares issued have been
fully paid up, the subscribers may demand that the promoters refund the subscription monies so paid
together with the interest at bank rates of a deposit for the same period. Within 30 days of the
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-4 –


--- page 697 ---
conclusion of the inauguration meeting, the board of directors shall apply to the company
registration authority for registration of the establishment of the company. A company is formally
established and has the status of a legal person after approval of registration has been given by the
relevant administration bureau for industry and commerce and a business license has been issued.
A company’s promoters shall be liable for:
 the debts and expenses incurred in the incorporation process jointly and severally if the
company cannot be incorporated;
 the refund of subscription monies paid by the subscribers together with interest at bank
rates of deposit for the same period jointly and severally if the company cannot be
incorporated; and
 the compensation of any damages suffered by the company in the course of its
incorporation as a result of the promoters’ default.
Share Capital
The promoters of a company may make capital contributions in cash, or in kind that can be valued
in currency and transferable according to laws such as intellectual property rights or land-use rights
based on their appraised value.
There is no limit under the PRC Company Law as to the percentage of shares held by an individual
shareholder in a company. If capital contribution is made other than in cash by the promoters of the
company, valuation and verification of the properties contributed must be carried out and converted
into shares. A company may issue registered or bearer shares. However, shares issued to
promoter(s) or legal person(s) shall be in the form of registered shares and shall be registered under
the name(s) of such promoter(s) or legal person(s) and shall not be registered under a different name
or the name of a representative.
A company may offer its shares to the public overseas with approval by the securities administration
department of the State Council. The share price may be equal to or in excess of par value, but shall
not be less than par value. The transfer of shares by shareholders shall be conducted in legally
established stock exchanges or via other methods as stipulated by the State Council.
Increase of Share Capital
Pursuant to the PRC Company Law, an increase in the capital of a company by means of an issue
of new shares must be approved by shareholders in general meeting. Except for above-mentioned
conditions of obtaining approval at the general meeting required by the PRC Company Law, the
Securities Law of the People’s Republic of China () (the “ Securities
Law”) requires the following conditions for a company to issue new shares to the public initially:
(i) have a sound, well-operated corporate governance structure; (ii) possess the capacity for
on-going operation; (iii) be issued an audit report with unqualified opinions for the financial and
accounting report for the latest three years; (iv) the issuer and its controlling shareholder and actual
controller have not committed any crimes of corruption, bribery, embezzlement of property,
misappropriation of property or disruption of the socialist market economic order in the latest three
years; and (v) meet other requirements specified by the securities regulatory authority.
Reduction of Share Capital
A company may reduce its registered capital in accordance with the following procedures stipulated
by the PRC Company Law:
 the company shall prepare a balance sheet and a list of properties;
 the reduction of registered capital must be approved by shareholders in the general
meeting;
 the company shall inform its creditors of the reduction of capital within ten days, and
publish an announcement in respect of the reduction in newspapers within thirty days
upon passing of the resolution approving the reduction of capital;
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-5 –


--- page 698 ---
 creditors of the company may require the company to settle its debts or provide
corresponding guarantees within the statutory time limit; and
 the company must apply to the relevant administrative bureau for market regulation for
registration of the reduction of registered capital.
Repurchase of Shares
A company shall not purchase its own shares other than for the following purposes:
 reducing its registered capital;
 merging with other company which holds its shares;
 using shares for employees stock ownership plan or equity incentives;
 acquiring its own shares at the request of its shareholders who vote in a shareholders’
general meeting against a resolution regarding a merger or division;
 using shares for converting convertible corporate bonds issued by the listed company;
and
 for the purpose of protecting the corporate value and the rights and interests of
shareholders of a listed company when necessary.
A company purchasing its own shares under any of the circumstances set forth in items (1) and (2)
shall be subject to a resolution of the shareholders’ meeting; and a company purchasing its own
shares under any of the circumstances set forth in items (3), (5) and (6) may, pursuant to its articles
of association or the authorization of the shareholders’ meeting, be subject to a resolution of a
meeting of the board of directors at which more than two-thirds of directors are present.
After purchasing its own shares in accordance with these requirements, a company shall, under the
circumstance set forth in item (1), cancel them within 10 days after the purchase; while under the
circumstance set forth in either item (2) or (4), transfer or cancel them within six months; and while
under the circumstance set forth in item (3), (5) or (6), aggregately hold not more than 10% of the
total shares that have been issued by the company, and transfer or cancel them within three years.
A listed company purchasing its own shares shall perform the obligation of information disclosure
and under any of the circumstances set forth in items (3), (5) and (6) shall carry out trading in a
public and centralized manner.
Transfer of Shares
Shares may be transferred in accordance with the relevant laws and regulations. A shareholder shall
transfer his/her shares in stock exchanges established pursuant to laws or by other means as
stipulated by the State Council. Registered shares may be transferred by endorsement of the
shareholders or in any other manner specified in applicable laws and regulations. Bearer shares are
transferred by delivering the shares to relevant transferees. Unless otherwise stipulated by laws, no
modifications of registration in the share register caused by transfer of shares shall be made within
twenty days prior to convening a shareholders’ general meeting or five days prior to any record date
for determination of dividend distributions. Shares of a company held by its promoter(s) shall not
be transferred within one year from the date of incorporation of such company. Shares in issue prior
to the company’s public offering of shares shall not be transferred within one year from the listing
date of its shares on the stock exchange.
Directors, supervisors and senior management of a company shall not transfer over 25% of the total
shares held by them in the company each year during their term of office, and shall not transfer the
shares held by them in the company within one year from the listing date of the shares. Such persons
shall also not transfer the shares held by them in the company within half a year after they leave
office. The articles of association may set other restrictive requirements on the transfer of the
company’s shares held by its directors, supervisors and senior management.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-6 –


--- page 699 ---
Shareholders
The company’s articles of association set forth the rights and duties of its shareholders, which are
binding on all shareholders. Pursuant to the PRC Company Law and the Guidelines for Articles of
Association, the rights of shareholders include:
 the right to attend shareholders’ general meetings in person or by proxy and to vote in
respect of the number of shares held;
 the right to transfer their shares in accordance with the applicable laws, regulations and
the company’s articles of association;
 the right to inspect the company’s articles of association, share register, counterfoil of
company debentures, minutes of shareholders’ general meetings, resolutions of board
meetings, resolutions of meetings of the board of supervisors and financial and
accounting reports and to make proposals or enquires on the company’s business
operations;
 where a resolution passed by shareholders’ general meetings or the board of directors
violates the articles of association or infringe the lawful rights and interests of
shareholders, the right to institute an action in a people’s court demanding the cessation
of such unlawful infringement;
 the right to receive dividends based on the number of shares held; and
 any other rights of shareholders specified in the company’s articles of association.
The obligations of shareholders include the obligation to abide by the company’s articles of
association, to pay the subscription monies in respect of the shares subscribed for, to be liable for
the company’s debts and liabilities to the extent of the amount of subscription monies agreed to be
paid in respect of the shares taken up by them and any other shareholder obligation specified in the
articles of association.
Shareholders’ General Meetings
The shareholders’ general meeting is the organ of authority of the company, which exercises its
powers in accordance with the PRC Company Law. The shareholders’ general meeting exercises the
following powers:
 to decide on the company’s operational policies and investment plans;
 to elect or remove the directors and supervisors who are not representatives of the
employees;
 to decide on matters relevant to remuneration of directors and supervisors;
 to review and approve reports of the board of directors;
 to review and approve reports of the board of supervisors or supervisors;
 to review and approve annual financial budget and final accounts proposed by the
company;
 to review and approve the company’s proposals on profit distribution and recovery of
loss;
 to decide on any increase or reduction of the registered capital of the company;
 to decide on the company’s issuance of bonds;
 to decide on merger, division, dissolution and liquidation of the company and other
matters;
 to amend the company’s articles of association; and
 other powers as specified in the articles of association.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-7 –


--- page 700 ---
Annual general meetings shall be held once a year. An extraordinary general meeting shall be held
within two months after the occurrence of any of the following circumstances:
 the number of directors is less than the number stipulated by the PRC Company Law or
less than two thirds of the number specified in the articles of association;
 the losses of the company which are not recovered reach one-third of the company’s total
paid up share capital;
 as requested by the shareholder alone or in aggregate holding 10% or more of the shares
of the company; when deemed necessary by the board of directors;
 when proposed by the board of supervisors; or
 other circumstances as specified in the articles of associations.
Shareholders’ general meetings shall be convened by the board of directors and presided over by
the chairman of the board of directors.
The notice to convene an annual general meeting and an extraordinary general meeting shall be
given 20 days and 15 days, respectively, before the date of such meeting pursuant to the PRC
Company Law. For the issuance of bearer share certificates, the time and venue of and matters to
be considered at the meeting shall be announced 30 days before the meeting.
There is no specific provisions in the PRC Company Law regarding the number of shareholders
constituting a quorum in a general meeting. Shareholders alone or in aggregate holding more than
3% of the shares of the company may put forth interim proposals and submit the same in writing
to the board of directors 10 days before a general meeting. The board of directors shall notify other
shareholders within 2 days after receiving such proposals, and submit the interim proposals to the
general meeting for review and approval. The contents of the interim proposal shall be within the
scope of the functions and powers of the general meeting of shareholders, with clear topics and
specific matters for resolutions. The general meeting shall not make any resolution on any matter
not listed in the notice. Where holders of bearer shares intend to attend the general meeting of
shareholders, they shall deposit their share certificates with the company for a period beginning
from five days prior to the convening of the meeting to the end of the meeting.
Pursuant to the PRC Company Law, shareholders present at a shareholders’ general meeting have
one vote for each share they hold, save that shares held by the company are not entitled to any
voting rights. An accumulative voting system may be adopted for the election of directors and
supervisors at the general meeting pursuant to the provisions of the articles of association or a
resolution of the general meeting. Under the accumulative voting system, each share shall be
entitled to the number of votes equivalent to the number of directors or supervisors to be elected
at the general meeting, and shareholders may consolidate their votes for one or more directors or
supervisors when casting a vote.
Pursuant to the PRC Company Law, resolutions of the shareholders’ general meeting shall be
adopted by more than half of the voting rights held by the shareholders present at the meeting.
However, resolutions of the shareholders’ general meeting regarding the following matters shall be
adopted by more than two-thirds of the voting rights held by the shareholders present at the
meeting: (i) amendments to the articles of association; (ii) the increase or decrease of registered
capital; (iii) the issue of any types of shares, warrants or other similar securities; (iv) the issue of
debentures; (v) the merger, division, dissolution, liquidation or change in the form of the company;
(vi) other matters considered by the shareholders’ general meeting, by way of an ordinary
resolution, to be of a nature which may have a material impact on the company and should be
adopted by a special resolution.
Under the PRC Company Law, meeting minutes shall be prepared in respect of decisions on matters
discussed at the shareholders’ general meeting. The chairman of the meeting and directors attending
the meeting shall sign to endorse such minutes. The minutes shall be kept together with the
shareholders’ attendance register and the proxy forms.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-8 –


--- page 701 ---
Board of Directors
A company shall have a board of directors, which shall consist of 5 to 19 members. The term of
office of the directors shall be provided for by the articles of association, but each term of office
shall not exceed three years. The directors may hold consecutive terms by re-election upon the
expiry of term.
Meetings of the board of directors shall be convened at least twice a year. A notice of meeting shall
be given to all directors and supervisors at least ten days before the meeting. As for extraordinary
meetings convened by the board of directors, the way of giving notice and the notice period may
be otherwise determined.
Under the PRC Company Law, the board of directors exercises the following functions and powers:
 to convene the shareholders’ meeting and report on its work to the shareholders;
 to implement the resolution of the shareholders’ meeting;
 to decide on the company’s business plans and investment plans;
 to formulate the company’s proposed annual financial budget and final accounts;
 to formulate the company’s proposals for profit distribution and for recovery of losses;
 to formulate proposals for the increase or reduction of the company’s registered capital
and the issue of corporate bonds;
 to formulate plans for the merger, division, dissolution or change in the form of the
company;
 to decide on the company’s internal management structure;
 to appoint or dismiss the company’s general manager, and based on the general
manager’s nomination, to appoint or dismiss deputy general managers and financial
officers of the company and to decide on their remuneration;
 to formulate the company’s basic management system; and
 other functions and powers as specified in the articles of association.
Interim board meetings may be convened by shareholders representing more than 10% of the voting
rights, more than one-third of the directors or the supervisory board. The chairman shall convene
the meeting within ten days of receiving such proposal, and preside over the meeting. Meetings of
the board of directors could be held only if more than half of the directors are present. Resolutions
of the board of directors require the approval of more than half of all directors. If a director is
unable to attend a board meeting, he/she may appoint another director by a written power of
attorney specifying the scope of the authorization for another director to attend the meeting on
his/her behalf.
If a resolution of the board of directors violates the laws, administrative regulations or the
company’s articles of association as a result of which the company sustains serious losses, the
directors participating in the resolution are liable to compensate the company. However, if it can be
proven that a director expressly objected to the resolution when the resolution was voted on, and
that such objections were recorded in the minutes of the meeting, such director may be relieved of
that liability.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-9 –


--- page 702 ---
Under the PRC Company Law, the following persons may not act as a director of a company:
 persons without capacity or restricted capacity to undertake civil liabilities;
 persons who have committed the offense of corruption, bribery, taking of property,
misappropriation of property or destruction of the order of socialist market economy,
and have been sentenced to criminal punishment, where less than five years have elapsed
since the date of completion of the sentence; or persons who have been deprived of their
political rights due to criminal offense, where less than five years have elapsed since the
date of the completion of implementation of this deprivation;
 persons who have been former directors, factory managers or general managers of a
company or an enterprise that has been bankrupt and has been liquidated, and those
persons are personally liable for the bankruptcy of such company or enterprise, where
less than three years have elapsed since the date of the completion of the bankruptcy and
liquidation of the company or enterprise;
 persons who were legal representatives of a company or enterprise which had its
business license revoked due to violation of the law and who are personally liable, and
less than three years have elapsed since the date of the revocation of the business license;
 persons who have a relatively large amount of debt due and outstanding.
The board of directors shall appoint a chairman, who is elected with approval of more than half of
all the directors. The chairman of the board of directors exercises the following functions and
powers (including but not limited to):
 to preside over general meetings and convene and preside over meetings of the board of
directors; and
 to check on the implementation of the resolutions of the board of directors.
According to the PRC Company Law, the legal representative of a company may be the chairman,
any executive director (if the limited liability company does not have a board of directors) or the
general manager.
The PRC Company Law provide that a company’s directors, supervisors, general managers and
other senior management shall bear fiduciary duties and the obligation to act diligently. They are
required to faithfully perform their duties, protect the interests of the company and not to use their
positions and power for their own benefit.
Board of Supervisors
A company shall have a board of supervisors composed of not less than three members. The term
of office of a supervisor shall be three years, and the supervisors may hold consecutive terms by
re-election. The board of supervisors is made up of shareholders’ representatives and an appropriate
proportion of the company’s staff representatives, which shall be no less than one-third. Directors
and senior management shall not act as supervisors.
The board of supervisors exercises the following functions and powers:
 check the financial affairs of the company;
 supervise the directors and senior management in the performance of their duties, and
to put forward proposals on the removal of any director or senior management who
violates laws, administrative regulations, the articles of association or any resolution of
the shareholders’ meeting;
 require the director or senior management to make corrections if his/her act is
detrimental to the interest of the company;
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-10 –


--- page 703 ---
 propose the convening of interim shareholders’ general meetings, and to convene and
preside over shareholders’ general meetings when the board of directors fails to exercise
the function of convening and presiding over shareholders’ general meetings as
prescribed by the PRC Company Law;
 put forward proposals at shareholders’ general meetings;
 initiate actions against directors or senior management as prescribed by the PRC
Company Law; and
 other functions and duties as provided for by the articles of association.
The circumstances under which a person is disqualified from being a director described above apply
mutatis mutandis to supervisors of a company.
General Manager and Other Senior Managements
“Senior management” refers to the general manager, vice manager, person in charge of finance, and
the secretary of the board of directors of a listed company as well as any other person as stipulated
in the articles of association. A company shall have a manager who shall be appointed or removed
by the board of directors. The general manager is accountable to the board of directors and may
exercise the following powers:
 manage the production, operation and management of the company and arrange for the
implementation of resolutions of the board of directors;
 arrange for the implementation of the company’s annual business and investment plans;
 formulate plans for the establishment of the company’s internal management structure;
 formulate the basic administration system of the company;
 formulate the company’s specific rules;
 recommend the appointment and dismissal of deputy general managers and person in
charge of finance;
 decide to appoint or dismiss other management personnel (other than those required to
be appointed or dismissed by the board of directors);
 attend board meetings as a non-voting attendant; and
 other powers conferred by the board of directors or the company’s articles of association.
The circumstances under which a person is disqualified from being a director of a company
described above apply mutatis mutandis to general manager and other senior management of the
company. The articles of association of a company shall have binding effect on the shareholders,
directors, supervisors, general manager and other senior management of the company. Such persons
shall be entitled to exercise their rights, apply for arbitration or initiate legal proceedings according
to the articles of association of the company.
Duties of Directors, Supervisors and Senior Managers
Directors, supervisors, general manager and other senior management of a company are required
under the PRC Company Law to comply with the relevant laws, regulations and the company’s
articles of association, carry out their duties honestly and protect the interests of the company. Each
director, supervisor, general manager and senior officer of a company is also under a duty of fidelity
to the company and is prohibited from divulging secret information of the company unless
permitted by the relevant laws and regulations or by the shareholders.
Any director, supervisor, general manager and other senior management who contravenes any laws,
regulations or the company’s articles of association in the performance of his duties which results
in any loss to the company shall be personally liable to the company.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-11 –


--- page 704 ---
Finance and Accounting
A company shall establish its financial and accounting systems according to the laws, administrative
regulations and the regulations of the MOF.
At the end of each financial year, a company shall prepare a financial report, which shall be audited
and verified according to laws.
A company shall make available its financial statements for the inspection by the shareholders at
least 20 days before the convening of the annual shareholders’ general meeting. A company with
public issuance of shares must publish its financial statements to the public.
When distributing each year’s after-tax profits, the company shall set aside 10% of its after-tax
profits for the company’s statutory common reserve (except where such reserve has reached 50%
of the company’s registered capital). After a company has made an allocation to its statutory
common reserve from its after-tax profit, subject to a resolution of the shareholders or the general
meeting, the company may make an allocation to a discretionary common reserve from the after-tax
profits. If the company’s statutory common reserve is not enough to make up for the losses of the
company for the previous year, the current year’s profits shall first be used for making up the losses
before the statutory common reserve is set aside according to the method mentioned hereof.
After the losses have been made up and surplus reserves have been set aside, the remaining after-tax
profits shall be distributed to shareholders in proportion to the number of shares held by
shareholders as in the case of a company, except as otherwise provided in the articles of association.
The capital common reserve of a company is made up of the premium from the issuance of shares
generated by the gap between the issuance price and the nominal value of the shares of the company,
and other amounts required by the MOF to be allocated to the capital common reserve. The
company’s common reserves shall be used for making up losses, expanding the production and
business scale or increasing the registered capital of the company, but the capital common reserve
shall not be used for making up the company’s losses. Where the statutory common reserve is
converted into registered capital, the balance of the statutory common reserve shall not be less than
25% of the registered capital before such conversion.
Appointment and Dismissal of Accounting Auditors
Pursuant to the PRC Company Law, the appointment or dismissal of accounting firms responsible
for the auditing of the company shall be determined by shareholders’ general meeting or board of
directors in accordance with the articles of association. The accounting firm is to be appointed for
a term commencing from the conclusion of an annual general meeting and ending at the conclusion
of the next annual general meeting. The accounting firm should be allowed to make representations
when the shareholders’ general meeting conducts a vote on the dismissal of the accounting firm. The
company should provide true and complete accounting evidences, books, financial and accounting
reports and other accounting data to the accounting firm which it employs without any refusal,
withholding and misrepresentation.
Distribution of Profits
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.
Amendments to the Articles of Association
Any amendments to the company’s articles of association must be made in accordance with the
procedures set forth in the company’s articles of association. In relation to matters involving the
company’s registration, its changes in registration shall be applied with the company registry.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-12 –


--- page 705 ---
Dissolution and Liquidation
Under the PRC Company Law, a company shall be dissolved in any of the following events:
 the term of its operations set down in its articles of association has expired or events of
dissolution specified in its articles of association have occurred;
 the shareholders’ general meeting have resolved to dissolve the company;
 the company is dissolved by reason of its merger or demerger;
 the company is subject to the revocation of business license, a closure order or
elimination in accordance with laws; or
 in the event that the company encounters substantial difficulties in its operation and
management, and its continuance shall cause a significant loss in the interest of
shareholders, and where this cannot be resolved through other means, shareholders who
hold more than 10% of the total shareholders’ voting rights of the company may present
a petition to the people’s court for the dissolution of the company.
Where the company is dissolved in the circumstances described in (1), (2), (4) and (5) above, a
liquidation committee must be formed within 15 days after the occurrence of origin incident of
dissolution. Members of the liquidation committee shall be appointed by directors or shareholders’
general meeting. If a liquidation committee is not established within the stipulated period, the
company’s creditors can apply to the people’s court for its establishment. Liquidation committee
shall be notified to the creditors within 10 days of its formulation and shall be publicized in the
newspapers within 60 days of its formulation as well. A creditor shall lodge its claim with the
liquidation committee within 30 days after receiving notification, or within 45 days of the public
notice if it has not received such notification.
The liquidation committee shall exercise the following functions and powers during the liquidation
period:
 to take stock of the company’s assets and to prepare a balance sheet and a property list;
 to notify creditors or issue public notices to such creditors;
 to deal with any outstanding business of the company related to the liquidation;
 to pay any tax overdue and those arising from the liquidation process;
 to settle the company’s financial claims and liabilities;
 to handle the residual property of the company after paying off its debts; and
 to represent the company in civil lawsuits.
Company’s assets shall be applied towards the payment of the liquidation expenses, wages owed to
the employees, social insurance expenses and legal reimbursement, tax overdue and debts of the
company. Any surplus assets shall be distributed to the shareholders of the company in proportion
to the number of shares held by them. During the liquidation period, a company shall not engage
in operating activities unrelated to the liquidation. If the liquidation committee becomes aware that
the company does not have sufficient assets to meet its liabilities, it shall immediately apply to the
people’s court for a declaration for bankruptcy. Following such declaration, the liquidation
committee shall hand over all affairs of the liquidation to the people’s court.
Upon completion of the liquidation, the liquidation committee shall submit a liquidation report to
the shareholders’ general meeting or people’s court for confirmation. Thereafter, the report shall be
submitted to the company registration authority in order to cancel the company’s registration, and
a public notice of its termination shall be issued. Members of the liquidation committee are required
to discharge their duties honestly and perform their obligation according to laws. A member of
liquidation committee is liable to indemnify the company and its creditors in respect of any loss
arising from his willful or material default.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-13 –


--- page 706 ---
“Full Circulation” of H Shares
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 file an application for “Full Circulation”, an H-share listed company shall file the
application with the CSRC.
Merger and Demerger
Companies may merge through merger by absorption or through the establishment of a newly
merged entity. If it merges by absorption, the company which is absorbed shall be dissolved. If it
merges by forming a new corporation, both companies will be dissolved. Where there is a demerger
of a company, its assets shall be divided up accordingly and a balance sheet and a property list shall
be prepared. The company shall notify its creditors within ten days of the date of the company’s
demerger resolution and shall publish an announcement in a newspaper within thirty days of the
date of the company’s demerger resolution. Debts of the company prior to demerger shall be
assumed by the companies which exist after the division on a joint and several basis, except to the
extent that prior to demerger, the company has otherwise reached a written agreement with its
creditors in respect of the settlement of debts.
SECURITIES LA W AND OTHER RELEV ANT REGULATIONS
The PRC has promulgated a number of regulations that relate to the issue and trading of shares and
disclosure of information. In October 1992, the State Council established the Securities Committee
and the CSRC. The Securities Committee is responsible for coordinating the drafting of securities
regulations, formulating securities-related policies, planning the development of securities markets,
directing, coordinating and supervising all securities-related institutions in the PRC and
administering the CSRC.
The CSRC is the regulatory arm of the Securities Committee and is responsible for the drafting of
regulatory provisions of securities markets, supervising securities companies, regulating offers of
securities by PRC companies in the PRC or overseas, regulating the trading of securities, compiling
securities related statistics and undertaking relevant research and analysis. In 1998, the State
Council consolidated the two departments and the CSRC has since taken over the original functions
of the Securities Commission.
On December 25, 1995, the State Council promulgated and implemented the Regulations of the
State Council Concerning Domestic Listed Foreign Shares of Joint Stock Limited Companies ( ਷
). These regulations deal mainly with the issue,
subscription, trading and declaration of dividends and other distributions of domestic listed and
foreign invested shares and disclosure of information of joint stock limited companies having
domestic listed and foreign invested shares.
The Securities Law came into force on July 1, 1999, and was recently revised on December 28,
2019. This law is the first national securities law in China, which is divided into 14 chapters and
226 articles, regulating (including) the issuance and trading of securities, the acquisition of listed
companies, stock exchanges, securities companies and the duties and responsibilities of the
securities regulatory authority under the State Council. The Securities Law comprehensively
regulates the activities of China’s securities market. Article 224 of the Securities Law stipulates that
a domestic enterprise shall comply with the relevant provisions of the State Council in issuing
securities or listing its securities abroad directly or indirectly. Article 225 of the Securities Law
stipulates that the specific measures for subscription and trading of shares of domestic companies
in foreign currencies shall be separately formulated by the State Council. At present, the shares
(including H shares) issued and traded abroad are still subject to the rules and regulations
promulgated by the State Council and the CSRC.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-14 –


--- page 707 ---
Overseas Listing
The Overseas Listing Trial Measures stipulates that domestic company listed oversea must file with
the CSRC, submit filing reports, legal opinions and other related materials, and truthfully,
accurately and completely explain shareholder information. If the issuer publicly issues or lists
securities oversea, it shall file with the CSRC within 3 working days after submitting the application
documents for issuance and listing overseas; if the issuer issues securities in the same oversea
market after being listed oversea, it shall file with the CSRC within 3 working days after completion
of issuance.
ARBITRATION AND ENFORCEMENT OF ARBITRAL A W ARDS
The Arbitration Law of the People’s Republic of China () (the
“Arbitration Law ”) passed by the SCNPC on August 31, 1994, became effective on September 1,
1995 and was recently amended on September 1, 2017. It is applicable to contract disputes and other
property disputes between natural person, legal person and other organizations, and the parties have
entered into a written agreement to refer the matter to arbitration committee constituted in
accordance with the Arbitration Law. Under the Arbitration Law, an arbitration committee may,
before the promulgation by the PRC Arbitration Association of arbitration regulations, formulate
interim arbitration rules in accordance with the Arbitration Law and the PRC Civil Procedure Law.
Where the parties have by agreement provided arbitration as the method for dispute resolution, the
people’s court will refuse to handle the case.
SUMMARY OF MAJOR DIFFERENCES BETWEEN THE HONG KONG AND PRC
COMPANY LA WS
The Laws of Hong Kong applicable to companies incorporated in Hong Kong are mainly Companies
Ordinance ( ʮ̡ૢԷ), Companies (Winding Up and Miscellaneous Provisions) Ordinance
(ʮ̡(૶ᆵʿᕏධૢ˖)ૢԷ) and other Hong Kong Legislation (hereinafter collectively
referred to as Hong Kong Legislation), which are supplemented by the common law and equity rules
applicable in Hong Kong. The Company, as a joint stock limited company established in the PRC
and seeking to list H-shares on the Hong Kong Stock Exchange, is subject to the PRC Company
Law and other rules and regulations promulgated under the PRC Company Law.
A summary of the major differences in the laws and regulations respectively applicable to the
companies incorporated in Hong Kong and the company limited by shares incorporated and existing
under the PRC Company Law is carried out as follows. However, this summary is not an exhaustive
comparison.
INCORPORATION OF A COMPANY
Pursuant to the Hong Kong Legislation, a company with share capital becomes an independent legal
entity upon its registration with the Registrar of Companies. A company can be incorporated as a
public company or a private company. Pursuant to the Hong Kong Legislation, provisions of
pre-emptive rights shall be included in the articles of association of a private company incorporated
in Hong Kong, but are not required in that of a public company.
In accordance with the PRC Company Law, a joint stock limited company may be established either
by way of promotion or by way of public subscription.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-15 –


--- page 708 ---
SHARE CAPITAL
In accordance with the Hong Kong Legislation, a company may specify in its articles of association
the maximum number of shares that it may issue. Once such maximum number is declared, the
company does not need to issue shares in full. Therefore, the maximum number of shares that the
company may issue may be larger than the issued share capital. Under this circumstance, the
directors of a Hong Kong company may, with the prior approval of the shareholders (if necessary),
issue new shares of the company. The PRC Company Law does not specify the maximum number
of shares to be issued. Our registered capital is the amount of our issued share capital. If we want
to increase our registered capital, we must obtain the approval at the shareholders’ general meeting
and abide by applicable regulations of relevant governments and regulatory authorities in China.
The Laws of Hong Kong does not specify the minimum capital for a company incorporated in Hong
Kong. The PRC Company Law does not provide for a minimum registered capital of a company
limited by shares unless otherwise prescribed by laws, administrative regulations and the decisions
of the State Council on the actual payment of registered capital and the minimum registered capital
of a company limited by shares.
In accordance with the PRC Company Law, shares may be in the form of monetary or non-monetary
assets (except for property that cannot be contributed as specified by laws and administrative
regulations). Where a subscription is made in non-monetary property, the transfer formalities of its
property rights shall be handled in accordance with the law. Following the establishment of a joint
stock limited company, where it is found that the actual value of any non-financial asset used as a
capital contribution for the establishment of the company is clearly lower than its value as stipulated
in the articles of association, the promoter who made the capital contribution shall make up the
shortfall, failing which, other promoters shall be jointly and severally liable for the shortfall.
However, pursuant to the Hong Kong Legislation, a company incorporated in Hong Kong is not
subject to such restrictions.
RESTRICTIONS ON SHAREHOLDING AND TRANSFER OF SHARES
Pursuant to the PRC Company Law, Company shares held by the promoters of the company shall
not be transferred within one year of the date of incorporation of the company. Shares issued prior
to any public offer of shares shall not be transferred within one year of the date on which the shares
of the company are first listed and traded on a stock exchange.
Directors, supervisors and senior officers of a company shall notify the company of the shares they
hold and any changes therein. During their respective terms of office, any shares transferred by any
of the company’s directors, supervisors and senior officers in any year shall not exceed 25% of the
relevant individual’s total stake in the company. Company shares held by any director, supervisor
or senior officer shall not be transferred within one year of the date on which the shares are first
listed and traded on a stock exchange. Any of the aforesaid persons who ceases to hold his post shall
not transfer any of his shares within six months of the date on which he ceased to hold his post. Any
other restrictions on transfers of shares held by directors, supervisors and senior officers may be
specified in the articles of association.
There are no restrictions on shareholdings and transfers of shares under Hong Kong law apart from
(i) the restriction on the Company to issue additional Shares within six months after listing, and (ii)
the prohibition of controlling shareholders from disposing of shares within 12 months after the
lockup.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-16 –


--- page 709 ---
FINANCIAL ASSISTANCE FOR ACQUISITION OF SHARES
While the PRC Company Law does not prohibit or restrict a company or its subsidiaries from
providing financial assistance for the purpose of purchasing shares in the company, the Guidelines
for Articles of Association contain several restrictions similar to those in the Hong Kong Legislation
on such financial assistance provided by the company and its subsidiaries. In accordance with the
Guidelines for Articles of Association, a company or its subsidiaries shall not at any time provide
any financial assistance in any form to purchasers or prospective purchasers of the shares in the
company. Purchasers of shares in the company as referred to above shall include persons that
directly or indirectly undertake obligations for the purpose of purchasing shares in the company.
The company or its subsidiaries shall not at any time provide any financial assistance in any form
to the above obligators in order to reduce or discharge their obligations.
CHANGES IN RIGHTS OVER CLASSIFIED SHARES
In accordance with the Hong Kong Legislation, the rights attached to any class of shares may only
be changed if (1) the written consent of the holder representing at least 75% of the total voting
rights of the holders of the relevant class of shares is obtained, (2) such change is approved by the
holders of the relevant class of shares through a special resolution at an independent shareholders’
general meeting, or (3) there is any provision for changing such rights in the articles of association
of the company.
DIRECTORS
Unlike the Hong Kong Legislation, the PRC Company Law has no provision on the report of the
interests of directors in major contracts, restrictions on certain benefits and guarantees for the
directors’ debts provided by the company to directors, and prohibition of compensation for
resignation without the approval of shareholders. However, the Guidelines for Articles of
Association impose certain restrictions on the contract of interest, as well as the provisions for
directors to receive compensation for losing their positions. These provisions are included in the
Company’s articles of association and summarized in “Appendix VI — Summary of Our Articles
of Association”.
BOARD OF SUPERVISORS
The directors and senior management of the company are subject to the supervision of the Board
of Supervisors under the PRC Company Law, but a Board of Supervisors is not required for a
company incorporated in Hong Kong under the Hong Kong Legislation. In accordance with the
Guidelines for Articles of Association, the supervisors shall, in exercising their powers, act in good
faith in the best interests of the company, and perform their due acts with care, diligence and skill
as a reasonable and prudent person should do under similar circumstances.
DERIV ATIVE ACTION BY MINORITY SHAREHOLDERS
Where a director violates the fiduciary duty to the company and controls the majority voting rights
of the shareholders’ general meeting, thereby effectively preventing the company from suing the
director for breach of liability in its own name, the minority shareholders may file a derivative
action against such director as per the Laws of Hong Kong. Where any director, supervisor or senior
management personnel of the company violates laws, administrative regulations or the company’s
articles of association during the performance of duties, causing damage to the company, the
minority shareholders are entitled to file a lawsuit in the people’s court to investigate such person’s
liability in accordance with the PRC Company Law. In addition, the Guidelines for Articles of
Association provide that the company may take other measures when any director, supervisor and
senior management personnel violates his/her duties to the company.
In addition, as a condition for the listing of H-shares on the Hong Kong Stock Exchange, each
director and supervisor of the company (as an agent of each shareholder) must make a commitment
to the company to allow minority shareholders to take action against directors and supervisors who
fail to fulfill their respective duties.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-17 –


--- page 710 ---
PROTECTION OF MINORITY SHAREHOLDERS’ RIGHTS
In accordance with the Laws of Hong Kong, where a shareholder complains about the unfair
conduct of a company incorporated in Hong Kong and damage to his/her interests, he/she may apply
to the court for winding up the company or applying for an appropriate decree governing the affairs
of the company. In addition, where the number of such applications of shareholders reaches a
specific value, the Financial Secretary may appoint an inspector and grant him/her a broad statutory
power to investigate the affairs of the company incorporated in Hong Kong.
Pursuant to the PRC Company Law, where a company faces material difficulty in operations and
management such that the interests of its shareholders will suffer heavy losses if the company
continues to exist, and there is no other way to resolve the problem, the shareholders representing
more than ten percent of the voting rights of all the shareholders of the company may file a request
with the competent people’s court to dissolve the company.
Pursuant to the Guidelines for Articles of Association the company’s controlling shareholder and
the actual controller shall not use their related parties to harm the interests of the company.
Compensation liability shall be borne if a violation of the provision above causes losses to the
company. The company’s controlling shareholder and actual controller have a duty of good faith
towards the company and its public shareholders. The controlling shareholder shall strictly exercise
the rights of investors in accordance with laws and regulations and shall not use methods such as
profit distribution, asset restructuring, external investment, fund occupation, or loan guarantee to
damage the legitimate rights and interests of the company or its public shareholders. They also
cannot use their control position to harm the interests of both.
NOTICE OF SHAREHOLDERS’ GENERAL MEETINGS
Pursuant to the PRC Company Law, the notice of an annual shareholders’ general meeting and that
of an extraordinary general meeting shall be issued no less than 20 days and 15 days prior to the
meeting respectively. A limited company incorporated in Hong Kong shall send a notice of an
annual shareholders’ general meeting at least 21 days in advance and of other meetings 14 days in
advance.
QUORUM OF SHAREHOLDERS’ GENERAL MEETINGS
In accordance with the Laws of Hong Kong, the quorum for a shareholders’ general meeting shall
be not less than two shareholders, except as otherwise provided in the articles of association. For
a company with only one shareholder, the quorum shall be a one shareholder. The PRC Company
Law has no stipulation on the quorum of the a shareholders’ general meeting.
VOTING RIGHTS
Pursuant to the Laws of Hong Kong, an ordinary resolution shall be approved by half of the
shareholders attending the shareholders’ general meeting in person or by proxy, while a special
resolution shall be approved by no less than three-quarters. Pursuant to the PRC Company Law, any
resolution of the shareholders’ general meeting shall be passed by the shareholders representing
more than half of the voting rights of all shareholders present at the meeting. However, a resolution
of the shareholders’ general meeting on modification of the articles of association, increase or
reduction of the registered capital, merger, division or dissolution, or the conversion of the company
shall be passed by the shareholders representing more than two-thirds of the voting rights of all
shareholders present at the meeting.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-18 –


--- page 711 ---
FINANCIAL DISCLOSURE
Pursuant to the PRC Company Law, the financial report of a joint stock limited company shall be
prepared for inspection by shareholders at the offices of the company 20 days in advance of the date
on which the annual shareholders’ general meeting is held. A joint stock limited company that has
offered its shares to the public shall publicize its financial report, and shall, at the end of each
accounting year, prepare a financial and accounting report which shall be audited by an accounting
firm in accordance with the law. Pursuant to the Hong Kong Legislation, a company incorporated
in Hong Kong shall send copies of financial statements, director’s reports and auditor’s reports to
be used by shareholders at the annual shareholders’ general meeting at least 21 days prior to the
meeting.
In accordance with PRC law, we shall prepare financial statements pursuant to China’s accounting
standards.
INFORMATION ABOUT DIRECTORS AND SHAREHOLDERS
Pursuant to the PRC Company Law, shareholders are entitled to inspect the company’s articles of
association, minutes of the shareholders’ general meetings and financial and accounting reports.
Shareholders are entitled to inspect and copy (subject to cost or reasonable fees) information about
the shareholders and directors under the Laws of Hong Kong.
RECEIVING AGENTS
Pursuant to the PRC Company Law and the Laws of Hong Kong, dividends become debts payable
to shareholders upon declaration.
Pursuant to the Hong Kong Legislation, a registered trust company is a receiving agent who, on
behalf of H-share shareholders, collects dividends declared and other unpaid payments related to the
shares owned by the company.
COMPANY REORGANIZATION
A company incorporated in Hong Kong may be reorganized in multiple manners, including
transferring all or part of the business or property of the company to another company in the
voluntary liquidation process or reaching a compromise or arrangement between the company and
its creditors or members in accordance with the Hong Kong Legislation; provided that the aforesaid
shall be subject to a court decision. The merger, division or dissolution, or the conversion of a
Chinese company shall be approved at the shareholders’ general meeting.
DISPUTE AND ARBITRATION
In Hong Kong, disputes between a shareholder (a party) and a company incorporated in Hong Kong
or its director (the other party) may be settled by a court.
COMPULSORY WITHDRA W AL
Pursuant to the PRC Company Law, when a company distributes its after-tax profit to shareholders,
it shall first allocate the amount stipulated by itself to its statutory common reserve fund. There is
no relevant provision in the Hong Kong Legislation.
REMEDIES
Pursuant to the PRC Company Law, where any director, supervisor or senior officer violates any
law, administrative regulation, or the articles of association in the course of performing his duties,
he shall be liable to compensate the company for any loss thereby caused to the company. In
addition, pursuant to the Hong Kong Listing Rules, the company shall include remedies similar to
those provided in the Laws of Hong Kong (including cancellation of contracts and claiming profits
from directors, supervisors or senior management personnel) in the articles of association.
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-19 –


--- page 712 ---
DIVIDENDS
Pursuant to the articles of association, the company may, in accordance with Chinese laws, make
tax withholdings in respect of any dividend or other distribution to shareholders and pay taxes
payable to the relevant tax authorities. The time limit for filing a claim for debt repayment
(including the recovery of dividends) is six years under the Laws of Hong Kong and three years
under the Chinese law. The company shall not exercise any right to confiscate any unclaimed
H-share dividends until the applicable time limit expires.
FIDUCIARY DUTY
The common law of Hong Kong defined the directors’ fiduciary responsibility. Pursuant to the PRC
Company Law, the directors, supervisors and senior management personnel of a company shall be
faithful and diligent to the company. Pursuant to the Guidelines for Articles of Association,
directors, supervisors and senior management personnel shall abide by the principle of good faith,
safeguard the interests of the company, and shall not take advantage of their positions and powers
in the company to seek personal gain.
SUSPENSION OF SHAREHOLDER REGISTRATION
Pursuant to the Hong Kong Legislation, the full registration suspension of the transfer of
shareholders’ registered shares within one year shall not exceed 30 days (or 60 days under special
circumstances).
APPENDIX V SUMMARY OF PRINCIPAL PRC AND
HONG KONG LA WS AND REGULATORY PROVISIONS
– V-20 –


--- page 713 ---
This appendix contains a summary of the main provision of the Articles of Association of the
Company adopted on June 29, 2023 and amended on February 18, 2023 and June 29, 2023
respectively, which will take effect from the date of the Listing of H Shares on the Hong Kong
Stock Exchange. The main purpose of this appendix is to provide potential investors with an
overview of the Articles of Association of the Company, so it may not contain all the information
that is important to potential investors.
SHARES AND REGISTERED CAPITAL
The Company shall issue shares under the principles of openness, fairness and equality and shares
of the same class shall carry the equal rights.
Shares of the same class issued at the same time shall be issued under the same condition and at
the same price. Shares subscribed by any entity or individual shall be paid for at the same
consideration.
INCREASE AND REDUCTION OF CAPITAL AND REPURCHASE OF SHARES
Increase of Capital
The Company may, based on its operating and development needs, increase its capital in the
following ways pursuant to the requirements of laws and regulations and subject to the resolutions
separately passed at the general meetings:
(1) by public offering of shares;
(2) by non-public offering of shares
(3) by allotting bonus shares to its existing shareholders;
(4) by converting common reserve fund into share capital;
(5) by any other means which is stipulated by law and administrative regulations and approved
by the CSRC.
Reduction of Capital
The Company may reduce its registered capital in accordance with the provisions of the Articles of
Association. The Company shall reduce its registered capital in accordance with the PRC Company
Law and other relevant regulations as well as the procedures stipulated in the Articles of
Association.
In case of reduction of registered capital of the Company, a balance sheet and assets list shall be
formulated.
The Company shall inform its creditors of the reduction in capital within ten (10) days and make
at least three announcements in newspapers within thirty (30) days after the resolution approving
the reduction has been adopted. The creditors shall, within thirty (30) days since the date of
receiving a written notice or within forty five (45) days since the date of the first public
announcement for those who have not received a written notice, be entitled to require the Company
to pay off its debts in full or to provide a corresponding guarantee.
The registered capital of the Company following the reduction of capital shall not fall below the
minimum statutory requirement.
APPENDIX VI SUMMARY OF OUR ARTICLES OF ASSOCIATION
– VI-1 –


--- page 714 ---
Repurchase of Shares
The Company shall not repurchase its shares in accordance with the laws and regulations, the
Articles of Association and the relevant provisions of the securities regulatory authorities of the
place where the Company’s shares are listed, except in the following circumstances:
(i) to reduce its capital;
(ii) to merge with another company that holds the shares;
(iii) to utilize shares in the employee share ownership scheme or for share incentive;
(iv) to use the shares in the conversion of the convertible corporate bonds issued by the Company;
(v) Necessary for the Company to protect its value and the shareholders’ equity;
(vi) to acquire the shares upon request by shareholders who vote against any resolution adopted
at the general meeting on the merger or division of the Company;
(vii) Other circumstances permitted by laws, regulations and regulatory rules of the place where the
Company’s shares are listed.
Where the Company repurchases its shares under the circumstances set out in items (i) and (ii) of
the preceding paragraph, it shall be subject to the resolution of the general meeting; where the
Company repurchases its shares under the circumstances set out in items (iii), (iv) and (v) of the
preceding paragraph, it shall be subject to the resolution of the Board meeting attended by more
than two-thirds (2/3) of the directors in accordance with the provisions of the Articles of
Association or the authorization of the general meeting.
The shares repurchased by the Company in accordance with the paragraph 1 shall be processed in
the following ways: for the circumstance in item (i), such shares shall be canceled in ten days after
the date of repurchase; for the circumstance in item (ii) or (vi), such shares shall be transferred or
canceled in six months; for the circumstance in item (iii), (iv) or (v), the total number of shares held
by the Company shall not exceed 10% of the total issued shares of the Company, and such shares
shall be transferred or canceled in three years.
TRANSFER OF SHARES
The promoters’ shares of the Company shall not be transferred within one (1) year from the date
of the establishment of the Company. Shares issued by the Company prior to its public offering shall
not be transferred within one (1) year as of the date on which the shares are listed and traded in a
stock exchange.
The Directors, supervisors, general mangers and other senior management of the Company shall
regularly declare the number of shares held by them and the relevant changes. The number of shares
transferred each year during their term of office shall not exceed 25% of the total number of shares
of the Company held by them. The shares of the Company held by them shall not be transferred
within one (1) year as of the listing date of the shares of the Company. The shares of the Company
held by them shall not be transferred within six months after their resignation. Where the rules of
the stock exchange where the Company’s shares are listed have other provisions on the transfer of
shares, such provisions shall also be complied with.
The Company shall not accept its own shares as collateral.
APPENDIX VI SUMMARY OF OUR ARTICLES OF ASSOCIATION
– VI-2 –


--- page 715 ---
SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS
Share Certificates
The share certificates of the Company shall be in registered form.
Under conditions of the paperless issuance and trading of the Company’s shares, the provisions of
the securities regulatory body and the stock exchange(s) where the Company’s shares are listed
shall apply.
RIGHTS AND OBLIGATIONS OF SHAREHOLDERS
Shareholders
The Company shall establish a register of shareholders with the information provided by the
securities registration authority. The register of shareholders shall be sufficient evidence of the
holding of the shares of the Company by the shareholders. A shareholder shall enjoy the rights and
assume the obligations attached to the class of shares held. Shareholders holding the same class of
shares shall be entitled to the same rights and assume equal obligations.
Rights and Obligations of Shareholders
Shareholders of the Company shall entitle the following rights:
(i) to the Company for dividends and other forms of profit distribution according to the
proportion of shares they hold;
(ii) to request, convene, hold, participate or authorize proxies to attend shareholders’ general
meeting, and to exercise voting rights according to the proportion of shares they hold;
(iii) to supervise the business operations of the Company and to make suggestions or inquiries;
(iv) to transfer, give or pledge the shares held by them in accordance with the laws and regulations,
the Listing Rules and the Articles of Association;
(v) to obtain relevant information in accordance with the laws and regulations and the Articles of
Association, which shall include:
1. to obtain the copies of Articles of Association after paying the production cost;
2. to inspect and obtain photocopies of the following information upon payment of a
reasonable charge:
(1) all of the register of Shareholders;
(2) personal information of the directors, supervisors, general manager and other
senior management of the Company, including:
(a) Current and previous names and alias;
(b) Main address (domicile);
(c) Nationality;
(d) Full-time and all other part-time jobs and titles;
(e) Identity documents and numbers.
(3) Status of the share capital of the Company;
(4) Special resolutions of the Company;
(5) reports showing the aggregate par value, number of shares, and maximum and
minimum prices paid in respect of each class of shares bought back by the
Company since the last fiscal year as well as all the expenses paid by the Company
therefore;
(6) counterfoils of corporate bonds, resolutions of the Board meetings, resolutions of
the Supervisory Committee meetings, financial and accounting reports and minutes
of general meetings (for inspection by shareholders only);
APPENDIX VI SUMMARY OF OUR ARTICLES OF ASSOCIATION
– VI-3 –


--- page 716 ---
(7) The latest audited financial statements, reports of the Board of Directors, and
Board of Supervisors and auditors;
(8) The latest annual report/annual return filed with the PRC administration for
industry and commerce or other competent authorities;
(9) The minutes of the general meeting.
(vi) To participate in the distribution of the remaining property of the Company according to the
proportion of shares they hold when the Company is terminated or liquidated;
(vii) To require the Company to buy back its shares in the event that shareholders objecting to
resolutions of the general meeting concerning merger or division of the Company satisfy the
requirements of the Articles of Association and relevant laws and regulations on the
procedures for share buy-back by the Company;
(viii) The Shareholders holding more than three percent (3%)of the shares of the Company
separately or jointly have the right to raise a temporary proposal and submit it in writing to
the Board of Directors ten (10) days before the Shareholders’ general meeting is held; and
(ix) Other rights set out in laws and regulations and the Articles of Association.
A shareholder requesting for inspection of information or access to materials referred to in the
preceding Article shall produce to the Company written documents evidencing the class and number
of shares that the shareholder holds. The Company shall provide such information and materials as
requested by the shareholder after confirming the identity of the shareholder.
Shareholders of the Company shall assume the following obligations:
(i) to abide by the laws and regulations, regulatory rules of the place where the Company’s shares
are listed and the Articles of Association;
(ii) to make a capital contribution according to the shares they subscribe for and the capital
participation method;
(iii) not to withdraw capital contribution or withdraw shares unless otherwise provided by laws and
regulations;
(iv) not to abuse their shareholders’ rights to harm the Company’s or other shareholders’ interests;
not to abuse the Company’s legal person status or the shareholders’ limited liability to harm
the interests of the Company’s creditors;
(v) Other obligations to be assumed by the Shareholders according to the laws and regulations and
the Articles of Association.
If a shareholder abuses his/her shareholder rights and causes a loss to the Company or other
shareholders, he or she shall be held liable for damages in accordance with laws.
SHAREHOLDERS’ GENERAL MEETING
General rules for the Shareholders’ General Meeting
The general meeting acts as the supreme authority of the Company which, according to laws,
exercises the following functions and power:
(i) to decide on the Company’s operational policies and investment plans;
(ii) to elect and replace the directors and supervisors assumed by non-representatives of the
employees and decide on matters relating to the remuneration of the directors and supervisors;
(iii) to review and approve the reports of the board of directors;
(iv) to review and approve the reports of the board of supervisors;
(v) to review and approve the Company’s proposed annual financial budget and final accounts;
(vi) to review and approve the Company’s profit distribution plans and loss recovery plans;
APPENDIX VI SUMMARY OF OUR ARTICLES OF ASSOCIATION
– VI-4 –


--- page 717 ---
(vii) to decide on the increase or reduction of the Company’s registered capital;
(viii) to decide on merger, division, dissolution, liquidation of the Company, or changes in the form
of the Company;
(ix) to decide on the issue of bonds by the Company;
(x) to decide on the appointment or dismissal of the accounting firms of the Company;
(xi) to amend these Articles of Association;
(xii) to review the matters of purchase and/or sale by the Company within one year of significant
assets exceeding 30% of the latest audited total assets of the Company;
(xiii) to review and approve the security-related matters stipulated in Article 47;
(xiv) to review and approve the change of the use of the raised funds;
(xv) to review stock incentive plans and employee stock ownership plans;
(xvi) to review other matters which, according to laws, administrative regulations, departmental
rules or these Articles of Association, are subject to shareholders’ approval in general
meetings.
The Company shall convene an extraordinary general meeting within two (2) months in any of the
following cases:
(i) When the number of Directors is less than the number prescribed by the PRC Company Law
or less than two-thirds (2/3) of the amount required by these Articles of Association;
(ii) When the Company’s uncovered losses amount to one-third (1/3) of the total paid-up share
capital;
(iii) When Shareholders, individually or collectively, holding more than ten percent (10%) of the
voting shares of the Company request;
(iv) When the Board of Directors deems it necessary or when the Board of Supervisors proposes
to convene it;
(v) Other circumstances as stipulated by laws, regulations, the listing rules of the place where the
Company’s shares are listed or these Articles of Association.
The Convening of the General Meeting
The independent non-executive Directors shall have the right to propose to the Board of Directors
the convening of an extraordinary general meeting. In response to a proposal by an independent
non-executive Director to convene an extraordinary general meeting, the Board of Directors shall,
in accordance with the laws and regulations, the Listing Rules and these Articles of Association,
provide written feedback within ten (10) days after receiving the proposal to agree or disagree with
the convening of the extraordinary general meeting. If the Board of Directors agrees to convene an
extraordinary general meeting, it will issue a notice of the convening of the general meeting within
five (5) days after making a resolution of the Board of Directors.
The Board of Supervisors has the right to propose to the Board of Directors to convene an
extraordinary general meeting, and shall make such proposal in writing. The Board of Directors
shall, in accordance with the laws and regulations, the Listing Rules and these Articles of
Association, provide written feedback on whether it agrees or disagrees with the convening of an
extraordinary general meeting within ten (10) days after receiving the proposal.
APPENDIX VI SUMMARY OF OUR ARTICLES OF ASSOCIATION
– VI-5 –


--- page 718 ---
Shareholders who individually or collectively hold more than ten percent (10%) of the shares of the
Company may sign written requests to the Board of Directors for the convening of an extraordinary
general meeting. The Board of Directors shall, in accordance with the laws and regulations, the
Hong Kong Listing Rules and these Articles of Association, provide written feedback within ten
(10) days after receiving the request, whether it agrees or does not agree to convene an
extraordinary general meeting.
If the Board of Directors agrees to convene an extraordinary general meeting, it shall, within five
(5) days after making a resolution of the Board of Directors, issue a notice to convene the general
meeting, and any changes to the original request in the notice shall be subject to the consent of the
shareholders concerned.
If the Board of Directors does not agree to convene an extraordinary general meeting, or does not
provide feedback within ten (10) days after receiving the request, shareholders, individually or
collectively, holding more than ten (10) percent of the shares of the Company shall have the right
to propose to the Board of Supervisors the convening of an extraordinary general meeting, and shall
submit their request in writing to the Board of Supervisors.
If the Board of Supervisors agrees to convene an extraordinary general meeting, it shall, within five
(5) days after receiving the request, issue a notice convening the general meeting, and any changes
to the original proposal in the notice shall be subject to the consent of the shareholders concerned.
If the Board of Supervisors fails to issue a notice of a general meeting within the prescribed period,
it shall be deemed not to convene and preside over the general meeting. Shareholders who
individually or collectively hold more than ten percent (10%) of the shares of the Company for more
than ninety (90) consecutive days may convene and preside over the general meeting on their own.
The shareholding of the convening shareholder shall not be less than ten percent (10%) before the
announcement of the resolution of the general meeting.
Notices of the Shareholders’ General Meeting
The convener shall notify all shareholders of the time, place and matters to be considered at the
meeting at least twenty-one (21) calendar days prior to the annual general meeting, and shall notify
all shareholders of the time, place and matters to be considered at the meeting fifteen (15) calendar
days prior to the extraordinary general meeting.
The general meeting shall not decide on matters not specified in the notice.
The notice of the general meeting shall meet the following requirements:
(i) the time, venue and duration of the meeting;
(ii) subject matters and proposals submitted for consideration and approval at the meeting;
(iii) particulars shall be in clear text that all shareholders are entitled to attend general meetings
and may appoint their proxies in writing to attend and vote at the meetings. Such proxies need
not be shareholders of the Company;
(iv) the equity registration date of the shareholders who are entitled to attend on the general
meetings;
(v) name(s) and telephone number(s) of the standing contact person(s) for the affairs of meetings;
(vi) online or other means of voting time and voting procedures;
(vii) other requirements stipulated by laws and regulations, regulatory rules of the place where the
Company’s shares are listed and the Articles of Association.
APPENDIX VI SUMMARY OF OUR ARTICLES OF ASSOCIATION
– VI-6 –


--- page 719 ---
Resolutions at the General Meeting
The resolutions of a general meeting are classified into ordinary resolutions and special resolutions.
Ordinary resolutions of the general meeting shall be adopted by more than half (1/2) of the voting
rights held by the shareholders (including shareholders’ proxies) present at the general meeting.
Special resolutions of the general meeting shall be adopted by more than two-thirds (2/3) of the
voting rights held by the shareholders (including shareholders’ proxies) present at the general
meeting.
The following matters shall be resolved by way of ordinary resolution of the general meeting:
(i) work reports of the board of directors and the board of supervisors;
(ii) proposals formulated by the board of directors for distribution of profits and for making up
accrued losses;
(iii) appointment and removal of members of the board of directors and the board of supervisors,
their remuneration and method of payment of their remuneration;
(iv) annual budget and final accounts of the Company;
(v) annual report of the Company;
(vi) all matters required to be approved by a general meeting other than those required to be
approved by way of special resolution under any laws, regulations, securities regulatory rules
of the place where the shares of the Company are listed or these Articles of Association.
The following matters shall be resolved by way of special resolution of the general meeting:
(i) the increase or reduction of the registered capital by the Company;
(ii) the merger, spin-off, division, dissolution, or liquidation of the Company;
(iii) the amendment to these Articles of Association;
(iv) the amount of purchase and the sale of major assets or the guarantee by the Company within
one year exceeds 30% of the latest audited total assets of the Company;
(v) the share incentive schemes;
(vi) other matters which the laws, regulations, securities regulatory rules of the place where the
shares of the Company are listed or these Articles of Association require to be adopted by
special resolutions and which the general meeting, by an ordinary resolution, considers to
have a material impact on the Company and therefore require to be adopted by a special
resolution.
Shareholders (including shareholders’ proxies), may exercise voting rights in the amount of the
voting shares they represent and each share shall have one vote.
Shares held by the Company do not carry any voting rights and shall not be counted in the total
number of voting shares represented by shareholders present at a general meeting.
When a connected transaction is considered at a general meeting, the connected shareholders shall
abstain from voting, and the number of voting shares represented by them shall not be counted in
the total number of valid votes.
Where any shareholder is, under the laws and regulations and the Hong Kong Listing Rules,
required to abstain from voting on any particular resolution or restricted to voting only for (or only
against) any particular resolution, any votes cast by or on behalf of such shareholder in
contravention of such requirement or restriction shall not be counted.
APPENDIX VI SUMMARY OF OUR ARTICLES OF ASSOCIATION
– VI-7 –


--- page 720 ---
DIRECTORS AND THE BOARD OF DIRECTORS
Directors
Directors shall be elected or replaced at the general meeting for a term of three (3) years, and may
be re-elected upon the expiration of the term.
If there are no other provisions in the relevant laws and regulations and the listing rules of the place
where the Company’s shares are listed, the general meeting may, subject to compliance with the
relevant laws and regulations, remove any Director whose term of office has not expired by an
ordinary resolution (but without prejudice to any claim for damages under any contract).
The general manager or other Senior Management Members may concurrently serve as Directors,
provided that the total number of Directors who concurrently serve as general manager or other
Senior Management Members and Directors who are employee representatives shall not exceed half
(1/2) of the total number of Directors of the Company.
Board of Directors
The Directors of the Company are divided into executive Directors, non-executive Directors and
independent non-executive Directors. The number of independent non-executive Directors shall
represent at least one-third (1/3) of the members of the Board of Directors and shall not be less than
three (3).
The Company shall have a Board of Directors, which shall consist of eleven (11) Directors and shall
have one (1) chairman of the Board.
The Board of Directors shall be accountable to the general meeting and exercises the following
functions and powers:
(i) to convene general meetings and report on its work to the general meetings;
(ii) to implement the resolutions of the general meeting;
(iii) to determine the business operation plans and investment plans of the Company;
(iv) to formulate the annual financial budgetary plans and final accounting plans of the Company;
(v) to formulate the profit distribution plans and loss recovery plans of the Company;
(vi) to formulate proposals for the increase or reduction of the Company’s registered capital, the
issuance of bonds or other securities of the Company and listing of shares of the Company;
(vii) to formulate plans for material acquisitions, purchase of shares of the Company or merger,
division, dissolution, liquidation or change of corporate form of the Company;
(viii) to decide on matters such as external investment, acquisition and disposal of assets, pledge of
assets, external guarantees, entrusted wealth management, connected transactions and external
donations of the Company within the scope of authorization of the general meeting or in
accordance with the listing rules of the place where the Company’s shares are listed;
(ix) to determinate the setup of the Company’s internal management organizations;
(x) to decide on the appointment or dismissal of the Company’s general manager, secretary to the
board of directors and other senior management members, and to decide on matters over the
remunerations and rewards and punishments thereof; and to decide on the appointment or
dismissal of the Company’s deputy general manager, chief financial officer and other senior
management as well as their remunerations and rewards and punishments according to the
nomination of the general manager;
(xi) to formulate the basic management system of the Company;
(xii) to formulate the amendment to the Articles of Association;
APPENDIX VI SUMMARY OF OUR ARTICLES OF ASSOCIATION
– VI-8 –


--- page 721 ---
(xiii) to formulate plans for the repurchase of the Company’s shares by the Company;
(xiv) to manage the information disclosure of the Company;
(xv) to request the general meeting to engage or replace the accounting firm that provides audits
for the Company;
(xvi) to listen to the work report of the manager of the Company and inspect the work of the
manager;
(xvii) other functions and powers conferred by laws and regulations, the listing rules of the place
where the Company’s shares are listed, the Articles of Association or the general meetings.
The chairman of the Board shall exercise the following functions and powers:
(i) to preside over general meetings and to convene and preside over meetings of the Board of
Directors;
(ii) to supervise and inspect the implementation of the resolutions of the Board of Directors;
(iii) other functions and powers conferred by the Board of Directors.
The notice of a regular Board meeting shall be sent to all Directors, Supervisors, the general
manager and the board secretary at least fourteen (14) days before the date of the meeting.
The notice of an extraordinary Board meeting shall be sent to all Directors, Supervisors and the
general manager at least five (5) days before the meeting.
V oting at Board meetings is conducted by open ballot, with each Director having one vote.
Resolutions of the Board of Directors shall be passed by more than half of all Directors. Where
laws, regulations, regulatory rules of the place where the Company’s shares are listed and the
Articles of Association require the consent of more Directors to form a resolution, such provisions
shall prevail.
GENERAL MANAGER
The Company shall have one (1) general manager, who shall be appointed or dismissed by the Board
of Directors.
The Company shall have several deputy general managers and one (1) chief financial officer, who
shall be appointed or dismissed by the Board of Directors upon nomination by the general manager.
The general manager shall be directly accountable to the Board of Directors and exercise the
following functions and powers:
(i) to be in charge of the production, operation and management of the Company, to organize and
implement the resolutions of the Board of Directors, and to report on his/her work to the Board
of Directors;
(ii) to organize and implement the Company’s annual business plan and investment plan;
(iii) to formulate the plan for establishment of the Company’s internal management organization;
(iv) to formulate the Company’s basic management system;
(v) to formulate the detailed rules and regulations of the Company;
(vi) to request the Board of Directors to engage or dismiss deputy general manager and chief
financial officer of the Company;
(vii) to appoint or dismiss management personnel other than those required to be appointed or
dismissed by the Board of Directors;
(viii) other functions and powers conferred by the Articles of Association and the Board of
Directors.
APPENDIX VI SUMMARY OF OUR ARTICLES OF ASSOCIATION
– VI-9 –


--- page 722 ---
SECRETARY TO THE BOARD
The Company shall have one (1) board secretary. The Board secretary shall be a Senior Management
Member of the Company.
The Company shall have a secretary to the board of directors, whose responsibilities include
preparing general meetings and board meetings of the Company, maintaining documents and
managing shareholder information of the Company, and handling the information disclosure of the
Company.
The secretary to the board of directors shall comply with relevant provisions of the laws,
administrative regulations, departmental rules, and these Articles of Association.
SUPERVISORY COMMITTEE
The Company shall establish a board of supervisors. The board of supervisors shall consist of three
supervisors.
The board of supervisors shall appoint a chairperson, who shall be elected by more than half of the
supervisors. The meetings of the board of supervisors shall be convened and presided over by the
chairperson of the board of supervisors. If the chairperson of the board of supervisors is unable or
fails to perform his/her duties, such meeting shall be convened and presided over by a supervisor
elected by half or more of the supervisors.
The board of supervisors consists of shareholder representatives and an appropriate proportion of
employee representatives of the Company, which proportion shall not be lower than 1/3. The
employee representatives of the board of supervisors shall be elected by employees of the Company
at the employee representatives’ meeting, employee meeting or otherwise democratically.
The directors of the Company, general managers, chief financial officers and other senior
management shall not serve concurrently as supervisors.
The voting at meetings of the Supervisory Committee shall be conducted in the form of open ballot.
Each Supervisor shall have one vote.
The resolutions of Supervisory Committee shall be passed by the votes of more than two-thirds
(2/3) of the members of the Supervisory Committee.
The Board of Supervisors shall exercise the following functions and powers in accordance with the
law:
(i) To review the regular reports of the Company prepared by the Board of Directors and to
submit written review opinions thereon;
(ii) To check the finance of the Company;
(iii) To supervise the Directors, the general managers and Senior Management Members in the
performance of their duties and to propose the dismissal of aforementioned people who violate
laws, regulations, the Articles of Association or resolutions of the general meeting;
(iv) To require the Director, general manager or other Senior Management Members to correct
his/her act that is detrimental to the Company’s interests;
(v) To propose the holding of extraordinary general meetings and, in the event that the Board of
Directors fails to perform its duty of convening and presiding over a general meeting, to
convene and preside over such a meeting in accordance with the PRC Company Law and the
Articles of Association;
(vi) To submit proposals to the general meeting;
(vii) To file legal proceedings against directors and senior management under the PRC Company
Law;
APPENDIX VI SUMMARY OF OUR ARTICLES OF ASSOCIATION
– VI-10 –


--- page 723 ---
(viii) investigate any irregularities in the operation of the Company; If necessary, professional
institutions such as accounting firms and law firms may be engaged to assist in their work at
the expense of the Company;
(ix) other functions and powers imposed by the laws, regulations and the Articles of Association.
FINANCIAL AND ACCOUNTING SYSTEM
The Company shall formulate its own financial and accounting systems in accordance with the laws,
administrative regulations and the requirements of relevant state departments.
The Company shall publish its annual report within four months from the ending date of each
financial year, and its interim report within two months from the ending date of the first half of each
financial year. The above-mentioned annual and interim reports shall be prepared in accordance
with the relevant laws, administrative regulations and the provisions of the CSRC and the stock
exchange(s).
PROFIT DISTRIBUTION
Profit distribution policy of the Company:
(i) Principle of profit distribution: the Company implements a continuous and stable profit
distribution policy. The profit distribution of the Company attaches importance to the
reporting of investment and reasonable investment and takes into account the sustainable
development of the Company.
(ii) Form of profit distribution: the Company may distribute profits in the form of cash, shares or
a combination of cash and shares. If the conditions for cash dividends are satisfied, priority
shall be given to cash dividends for profit distribution.
(iii) Specific conditions for cash dividend distribution: in the event that the Company records
profit for the year and the accumulated undistributed profit is positive, in principle, the annual
cash dividend of the Company shall not be less than 10% of the distributable profit realized
for the year if the Company does not have major investment plans or major capital
expenditures. The specific distribution plan will be determined by the general meeting based
on the actual operation of the Company in the year.
The Board of Directors shall propose differentiated cash dividend policies based on the
following situations after comprehensively considering such factors as the industry
characteristics, the Company’s development stage, operation mode, profitability and whether
it has any significant capital expenditure arrangement:
1. If the Company is in mature development stage and has no significant capital
expenditure arrangement, when profit distribution is made, the cash dividend shall at
least account for 80% of the profit distribution;
2. If the Company is at the mature stage of development and has significant capital
expenditure arrangements, when profit distribution is made, the cash dividends shall at
least account for 40% of the profit distribution;
3. If the Company is at the growth stage of development and has significant capital
expenditure arrangements, when profit distribution is made, the cash dividends shall at
least account for 20% of the profit distribution;
If it is difficult to distinguish the development stage of the Company and there are major
capital expenditure arrangements, the profit distribution may be dealt with pursuant to the
preceding provisions.
APPENDIX VI SUMMARY OF OUR ARTICLES OF ASSOCIATION
– VI-11 –


--- page 724 ---
(iv) Specific conditions for distribution of share dividends: The Company mainly adopts the profit
distribution policy of cash dividends. If the Company’s revenue increases rapidly, and the
Board of Directors considers that the Company’s share price does not match the size of the
Company’s share capital and the distribution of share dividends is beneficial to the interests
of all shareholders of the Company as a whole, the Company may propose and implement a
share dividend distribution plan under the above conditions for distribution of cash dividends.
DISSOLUTION AND LIQUIDATION OF THE COMPANY
The Company shall be dissolved and liquidated according to law in any of the following
circumstances:
(i) the general meeting resolves to dissolve the Company;
(ii) dissolution is required due to merger or division of the Company;
(iii) the Company is revoked of its business license, ordered to close down or annulled according
to law due to violation of laws and regulations;
(iv) there is severe difficulty in the operation and management of the Company, and the continued
existence of the Company will have material prejudice to the interests of its shareholders and
there is no other way to resolve, shareholders who hold an aggregate of over ten percent (10%)
of the whole voting rights can make a petition to the People’s Court to dissolve the Company.
If the Company is dissolved under items (i), (iii), and (iv), a liquidation committee shall be set up,
which shall start liquidation within fifteen (15) days from the date of occurrence of the cause for
dissolution. The members of such liquidation committee shall be determined by the Directors or the
general meeting.
If the liquidation committee is not established within the prescribed period, creditors can submit an
application to the people’s court to appoint relevant officers to establish such committee to carry
out the liquidation.
The liquidation committee shall notify its creditors within a period of ten (10) days since the date
it is established, and make announcements in newspapers within sixty (60) days. Creditors shall,
within thirty (30) days since the date of receiving the notice, or for creditors who do not receive
the notice, within forty five (45) days since the date of the public announcement, report their
creditors’ rights to the liquidation committee.
If the liquidation committee, having thoroughly examined the Company’s property and prepared a
balance sheet and schedule of assets, discovers that the Company’s property is insufficient to pay
its debts in full, it shall apply to the People’s Court for a declaration of bankruptcy.
After the People’s Court has ruled for the Company to declare itself bankrupt, the Company’s
liquidation committee shall refer the liquidation matters to the People’s Court.
Following the completion of liquidation of the Company, the liquidation committee shall formulate
a liquidation report, submit the same to the general meeting or the people’s court for confirmation,
and submit the aforementioned documents to the company registration authority to apply for
company deregistration, and announce the Company’s termination.
APPENDIX VI SUMMARY OF OUR ARTICLES OF ASSOCIATION
– VI-12 –


--- page 725 ---
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Company shall amend the Articles of Association under any of the following circumstances:
(i) after the PRC Company Law or relevant laws and regulations are amended, the provisions of
the Articles of Association are in conflict with the provisions of the amended ones;
(ii) there has been a change to the Company, resulting in inconsistency with the contents in the
Articles of Association;
(iii) the general meeting decides to amend the Articles of Association.
APPENDIX VI SUMMARY OF OUR ARTICLES OF ASSOCIATION
– VI-13 –


--- page 726 ---
A. FURTHER INFORMATION ABOUT OUR COMPANY AND OUR SUBSIDIARIES
1. Incorporation
Our Company was established as a limited liability company in the PRC on March 31, 2012 and was
converted into a joint stock limited company on March 29, 2019 under the laws of the PRC. Our
registered office is located at Room 2201, Building C1, Nanshan Smart Park, No. 1001 Xueyuan
Avenue, Changyuan Community, Taoyuan Street, Nanshan District, Shenzhen, PRC.
We were registered as a non-Hong Kong company under Part 16 of the Companies Ordinance on
February 2, 2023 and our principal place of business in Hong Kong is 5/F, Manulife Place, 348
Kwun Tong Road, Kowloon, Hong Kong. Ms. Ng Wai Kam has been appointed as the authorized
representative of our Company for the acceptance of service of process in Hong Kong whose
address for service of process is 5/F, Manulife Place, 348 Kwun Tong Road, Kowloon, Hong Kong.
As our Company was established in the PRC, its operations are subject to the relevant laws and
regulations of the PRC. A summary of the relevant aspects of laws and regulations of the PRC and
the Articles of Association is set out in Appendix V and VI, respectively.
2. Changes in Share Capital of Our Company
As of the date of our establishment as a joint stock company, our registered capital was
RMB360,000,000 consisting of 360,000,000 issued Domestic Shares with a nominal value of
RMB1.00 each, which has been fully paid up.
The changes in the share capital of our Company within two years immediately preceding the date
of this prospectus:
(a) On July 20, 2022, our registered capital was increased to RMB390,426,011;
(b) On July 21, 2022, our registered capital was increased to RMB394,127,877;
(c) On December 13, 2022, our registered capital was increased to RMB396,173,136; and
(d) On February 21, 2023, our registered capital was increased to RMB406,568,674.
Save as disclosed in “A. Further Information about Our Company and Our Subsidiaries — 2.
Change in Share Capital of Our Company” in this section, there has been no alteration in the share
capital of the Company within two years immediately preceding the date of this prospectus. For
details of changes in our share capital, please see “History, Development and Corporate Structure”
of this document.
3. Resolutions of our Shareholders in relation to the Global Offering
At the general meeting of the Shareholders held on December 27, 2022, the following resolutions,
among other things, were duly passed:
(a) the issue by the Company of H Shares with a nominal value of RMB1.00 each and such H
Shares be listed on the Hong Kong Stock Exchange;
(b) the number of H Shares to be issued shall be no more than 15% of the total issued share capital
of our Company upon completion of the Global Offering, and the grant of the Over-Allotment
Option in respect of no more than 15% of the number of H Shares issued pursuant to the
Global Offering;
(c) authorization of the Board or its authorized individual to handle all matters relating to, among
other things, the Global Offering, the issue of H Shares and the Listing; and
(d) subject to the completion of the Global Offering, the conditional adoption of the revised
Articles of Association, which shall become effective on the Listing Date.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-1 –


--- page 727 ---
At the general meetings of the Shareholders held on February 18, 2023 and June 29, 2023
respectively, resolutions were passed to, among other things, approve the amendments to the
conditionally adopted Articles of Association which shall become effective on the Listing Date.
Pursuant to a general meeting held on October 10, 2023, our Shareholders resolved that subject to
the CSRC’s approval, upon completion of the Global Offering, 106,601,349 Domestic Shares held
by Image Frame, QM25, ICBC (Shenzhen), Ms. Zhou Jing ( մ᎑), Shenzhen Zhineng Jiaxuan,
Huizhi Tongtai, CDH, Ningjing Y ouxuan, Chongqing Chengwei, Tencent SZ, Shenzhen Zhineng
Y ouxuan, Huzhou Tianlangxing, Mr. Zhao Guoqun, Zhuhai Hengqin, Chia Tai, Langma Y ongan,
Chengdu Zhongrui, Beijing Tianlang Xingsu, Ningbo Jiuyou, Huizhi Tongying, Lifu Tianda, Anqing
Tongan, Jinshi Haorui, Leaguer Huarui, Zhuhai Haiyuan, Huaying Y ouxuan, Shenzhen Songhe,
Zhonghui Jinjiu, Lide Investment, Ningbo Haohong, Taian Taiying, Hangzhou Y uanxing, Zibo
Zhouhan, Beijing SINOIF, Qingdao Anyu, Hangzhou Huaxia, Telstra V entures, and Foshan Hongtao
will be converted into H Shares on a one-for-one basis.
4. Changes in the Share Capital of our Subsidiaries
Save as disclosed in “A. Further Information about Our Company and Our Subsidiaries — 4.
Change in Share Capital of our Subsidiaries” in this section, there has been no alteration in the share
capital of any of our subsidiaries within the two years immediately preceding the date of this
prospectus:
(a) The issued share capital of UBTECH ROBOTICS LIMITED was increased from
HK$232,773,000 to HK$310,584,000 on February 22, 2022.
(b) The issued share capital of U&ME Innovation Technology Company Limited was increased
from HK$10,000 to HK$38,915,500 on February 22, 2022.
(c) The issued share capital of Futronics (Hong Kong) Limited was increased from US$500,000
to US$5,000,000 on April 26, 2022 and further increased from US$5,000,000 to
US$10,000,000 on August 26, 2022.
(d) The registered capital of Wuxi Uqi was increased from RMB20,000,000 to RMB25,000,000
on December 31, 2021, was further increased from RMB25,000,000 to RMB27,000,000 on
May 27, 2022, and was further increased from RMB27,000,000 to RMB27,671,600 on
December 30, 2022, and further increased from RMB27,671,600 to RMB30,019,500 on
January 6, 2023.
(e) The issued share capital of UBTECH ROBOTICS CORP was increased from USD20,650,000
to USD21,750,000 on April 18, 2022, increased to USD21,900,000 on June 13, 2022,
increased to USD22,260,000 on July 21, 2022, increased to USD22,560,000 on January 17,
2023, increased to USD22,760,000 on March 8, 2023, increased to USD23,760,000 on May
8, 2023 and further increased to USD25,000,000 on May 19, 2023.
(f) The authorized stock capital of FUTRONICS (NA) CORPORA TION was increased from
USD4,500,000 to USD9,500,000 on January 17, 2023 and its issued share capital was
increased from USD4,500,000 to USD6,400,000 on January 18, 2023, increased to
USD6,950,000 on February 24, 2023, increased to USD7,250,000 on March 24, 2023,
increased to USD7,550,000 on April 21, 2023, increased to USD8,650,000 on May 15, 2023,
increased to USD9,100,000 on July 21, 2023 and further increased to USD9,500,000 on
August 18, 2023. On October 31, 2023, its authorized stock capital was further increased from
USD9,500,000 to USD14,500,000. Additional shares were subsequently issued, and as a result
of which, its issued share capital was increased from USD9,500,000 to USD10,200,000 on
November 10, 2023 and further increased to USD10,400,000 on November 29, 2023.
(g) The registered capital of UBKang (Qingdao) Technology Co., Ltd.* ( Ꮄ̀ੰ(ࢥڡ)ʮ
̡) was increased from RMB50,000,000 to RMB62,500,000 on April 23, 2023.
(h) The registered capital of UBTECH (Hubei) Technology Co., Ltd.* ( Ꮄ̀፯(ಳ̏)ʮ
̡) was increased from RMB20,000,000 to RMB70,000,000 on July 28, 2023.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-2 –


--- page 728 ---
The following subsidiaries of our Company were established or deregistered within two years
immediately preceding the date of this prospectus:
(a) Shaoyang UBTECH Technology Co., Ltd.* (ʮ̡) was established on
March 14, 2022 with a registered capital of RMB30,000,000.
(b) Sichuan UBTECH Intelligent Technology Development Co., Ltd.* (ࠢ
ʮ̡) was established on April 19, 2022 with a registered capital of RMB10,000,000.
(c) Shenzhen Uqi Zhixing Technology Co., Ltd.* (ʮ̡) was established
on March 23, 2022 with a registered capital of RMB20,000,000.
(d) Chengdu Longquanyi UBTECH Technology Co., Ltd.* (ʮ̡)
was established on May 18, 2022 with a registered capital of RMB20,000,000.
(e) Jiujiang Y oubixing Technology Co., Ltd.* (ʮ̡) was established on June
20, 2022 with a registered capital of RMB210,000,000.
(f) Liuzhou UBTECH Intelligent Technology Co., Ltd.* (ʮ̡) was
established on June 27, 2022 with a registered capital of RMB200,000,000.
(g) Y ang Ling UBTECH Intelligent Agricultural Technology Co., Ltd.* (߅
ʮ̡) was established on July 12, 2022 with a registered capital of RMB30,000,000.
(h) UBKang (Qingdao) Technology Co., Ltd.* ( Ꮄ̀ੰ(ࢥڡ)ʮ̡) was established on
September 22, 2022 with a registered capital of RMB50,000,000.
(i) UBTECH (Puyang) Technology Co., Ltd.* ( Ꮄ̀፯(ᐁජ)ʮ̡) was established on
November 2, 2022 with a registered capital of RMB176,000,000.
(j) Jiujiang Y ouye Technology Co., Ltd.* (ʮ̡) was established on December
22, 2022 with a registered capital of RMB20,000,000.
(k) Shenzhen Unilaibo Technology Co., Ltd.* (ʮ̡) was established on
February 10, 2022 with a registered capital of RMB3,000,000, and was deregistered on
July 31, 2023.
(l) Shenzhen Y ouzhixue Education Technology Co., Ltd.* (ʮ̡) was
established on February 15, 2022 with a registered capital of RMB10,000,000.
(m) Kunming Uqi Intelligent Technology Co., Ltd.* (ʮ̡) was established
on December 17, 2021 with a registered capital of RMB10,000,000.
(n) UBTECH (Shenyang) Technology Co., Ltd.* ( Ꮄ̀፯(ᓨජ)ʮ̡) was established on
November 14, 2022 with a registered capital of RMB100,000,000.
(o) Shenzhen Y oushijie Robot Co., Ltd.* (ʮ̡) was established on July
22, 2022 with a registered capital of RMB5,000,000.
(p) UBot Innovation Technology Limited was incorporated on January 18, 2023 with an issued
share capital of HK$10,000.
(q) Chaozhou UBTECH Education Technology Co., Ltd.* (ʮ̡) was
established on February 22, 2023 with a registered capital of RMB16,800,000.
(r) Liuzhou Y ouxue Technology Co., Ltd.* (ʮ̡) was established on February
28, 2023 with a registered capital of RMB200,000,000.
(s) Liuzhou UBTECH Technology Industry Co., Ltd.* (ʮ̡) was
established on March 2, 2023 with a registered capital of RMB200,000,000.
(t) Liuzhou UBTECH Intelligent Industry Co., Ltd.* (ʮ̡) was
established on March 3, 2023 with a registered capital of RMB600,000,000.
(u) Shenzhen Y ouxuan Zhiyi Elderly Caring Service Co., Ltd.* (ʮ
̡) was established on April 11, 2023 with a registered capital of RMB20,000,000.
(v) Shenzhen Xuanyou Technology Co., Ltd.* (ʮ̡) was established on
June 25, 2023 with a registered capital of RMB20,000,000.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-3 –


--- page 729 ---
(w) Shenzhen Y oubifu Technology Co., Ltd.* (ʮ̡) was established on
June 25, 2023 with a registered capital of RMB20,000,000.
(x) Shenzhen Y oulingjing Technology Co., Ltd.* (ʮ̡) was established
on June 12, 2023 with a registered capital of RMB5,000,000.
(y) Y oudi Health Technology (Shenzhen) Co., Ltd.* (Ҧ(ଉέ)ʮ̡)( “ Y oudi
Health ”) was established on June 16, 2023 with a registered capital of RMB10,000,000.
(z) Ganzhou UBTECH Intelligent Technology Co., Ltd.* (ʮ̡) was
established on August 2, 2023 with a registered capital of RMB20,000,000.
(aa) Shenzhen UBTECH Medical Robot Co., Ltd.* (ʮ̡) was
established on August 7, 2023 with a registered capital of RMB5,000,000.
(bb) Beijing UBTECH Intelligent Robot Co., Ltd.* (ʮ̡) was
established on August 15, 2023 with a registered capital of RMB50,000,000.
(cc) Guangzhou UBTECH Intelligent Health Industry Co., Ltd.* (ʮ
̡) was established on August 17, 2023 with a registered capital of RMB20,000,000.
(dd) UBTECH (Hejin) Technology Co., Ltd.* ( Ꮄ̀፯(ݵئ)ʮ̡) was established on
August 30, 2023 with a registered capital of RMB50,000,000.
(ee) Hebei UBTECH Intelligent Technology Co., Ltd.* (ʮ̡) was
established on August 31, 2023 with a registered capital of RMB20,000,000.
(ff) UBTECH (Hebi) Technology Co., Ltd.* ( Ꮄ̀፯(ᚲኣ)ʮ̡) was established on
September 4, 2023 with a registered capital of RMB20,000,000.
(gg) UBTECH Suzhou Technology Co., Ltd.* ( Ꮄ̀፯(੖ψ)ʮ̡) was established on
September 4, 2023 with a registered capital of RMB20,000,000.
(hh) UBTECH (Zhengzhou) Intelligent Agricultural Technology Co., Ltd.* ( Ꮄ̀፯(ቍψ)౽ᅆุ༵
ʮ̡) was established on September 19, 2023 with a registered capital of
RMB80,000,000.
(ii) UBTECH (Xiamen) Software Technology Co., Ltd.* ( Ꮄ̀፯(ژ)ʮ̡) was
established on October 30, 2023 with a registered capital of RMB20,000,000.
(jj) Ubhome Technology Company Limited was incorporated on October 30, 2023 with an issued
share capital of HK$100,000.
(kk) Tongren UBTECH Intelligent Health Development Co., Ltd.* (ࠢ
ʮ̡) was established on December 8, 2023 with a registered capital of RMB20,000,000.
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contracts
We have entered into the following contracts (not being contracts entered into in the ordinary course
of business) within the two years immediately preceding the date of this prospectus that are or may
be material:
(a) the capital increase agreement dated May 30, 2022, entered into among Liuzhou Government
Investment Guidance Fund Management Company Limited* (၍ଣ
ʮ̡), Mr. Zhou Jian ( մᄏ) and our Company, pursuant to which, our Company agreed
to increase its registered share capital by RMB2,535,497 and Liuzhou Government Investment
Guidance Fund Management Company Limited* agreed to subscribe our Company’s
registered share capital of RMB2,535,497 at a total consideration of RMB200,000,000;
(b) the capital increase agreement dated June 11, 2022, entered into among Jiujiang Y ouxuan
Zhihui Chanye Investment Development Center Limited Partnership* ( ɘϪ̹Ꮄ፯౽ᅆପุ
ʕː(
Υྫ)), Mr. Zhou Jian ( մᄏ) and our Company, pursuant to which, our
Company agreed to increase its registered share capital by RMB6,338,742 and Jiujiang
Y ouxuan Zhihui Chanye Investment Development Center Limited Partnership* agreed to
subscribe our Company’s registered share capital of RMB6,338,742 at a total consideration of
RMB500,000,000;
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-4 –


--- page 730 ---
(c) the supplemental shareholders agreement of Shanghai UBJ Education Technology Co., Ltd.*
(ʮ̡) dated June 15, 2022 entered into among Suzhou Industrial
Park Qiming Rongke Investment Limited Partnership* (ᛆҳ༟Υྫ
Άุ(Υྫ)), Suzhou Qiming Rongying Start-up Investment Limited Partnership* ( ᘽψ
௴ุҳ༟ΥྫΆุ(Υྫ)), Gongqingcheng Jialu Investment Management
Limited Partnership* (ྗᘇҳ༟၍ଣΥྫΆุ(Υྫ)), Gongqingcheng Y achang
Jiake Investment Management Limited Partnership* (ҳ༟၍ଣΥྫΆุ(ࠢ
Υྫ)), Hangzhou Y uanxing Y uhan Equity Investment Fund Limited Partnership* (݋
ΥྫΆุ(Υྫ)), Mr. Huang Jingsong (ؒۊMs. Ma Ping ( ৵റ),
Ms. Wang Y ahua (ڀShanghai Niuyin Education Technology Limited Partnership* ( ɪ
ҦΥྫΆุ(Υྫ)), Mr. Bo Qingrong ( ɥᅅ࿰), Mr. Zheng Weifeng ( ቍሊ
ࢤMr. Li Mingmin (䊐), Zhuhai Shuisengmu Management Consulting Limited
Partnership* ( मऎ˥ಌ˝၍ଣፔ༔ΥྫΆุ(Υྫ)) and our Company, which stipulates,
among others, the rights and obligations of the then shareholders of Shanghai UBJ Education
Technology Co., Ltd.*;
(d) the share transfer agreement dated July 5, 2022 entered into among Shanghai Niuyin
Education Technology Limited Partnership* (ҦΥྫΆุ(Υྫ)), Mr.
Huang Jingsong (ؒۊMs. Ma Ping ( ৵റ), Ms. Wang Y ahua (ڀShanghai UBJ
Education Technology Co., Ltd.* (ʮ̡) and our Company, pursuant
to which Shanghai Niuyin Education Technology Limited Partnership*, Mr. Huang Jingsong,
Ms. Ma Ping and Ms. Wang Y ahua transferred their 37.8457% equity interests held in
Shanghai UBJ Education Technology Co., Ltd.* to our Company at a consideration of
RMB65,000,000;
(e) the share transfer agreement dated July 5, 2022 entered into between Hangzhou Y uanxing
Y uhan Equity Investment Fund Limited Partnership* (ΥྫΆุ
(Υྫ)), Shanghai UBJ Education Technology Co., Ltd.* (ʮ̡)
and our Company, pursuant to which Hangzhou Y uanxing Y uhan Equity Investment Fund
Limited Partnership* transferred its 3.7735% equity interests held in Shanghai UBJ Education
Technology Co., Ltd.* to our Company at a consideration of RMB60,000,000;
(f) the share transfer agreement dated July 5, 2022 entered into between Gongqingcheng Y achang
Jiake Investment Management Limited Partnership* (ҳ༟၍ଣΥྫΆุ(ࠢ
Υྫ)), Shanghai UBJ Education Technology Co., Ltd.* (ʮ̡) and
our Company, pursuant to which Gongqingcheng Y achang Jiake Investment Management
Limited Partnership* transferred its 3.0189% equity interests held in Shanghai UBJ Education
Technology Co., Ltd.* to our Company at a consideration of RMB48,000,510;
(g) the share transfer agreement dated July 5, 2022 entered into between Gongqingcheng Jialu
Investment Management Limited Partnership* (ྗᘇҳ༟၍ଣΥྫΆุ(Υྫ)),
Shanghai UBJ Education Technology Co., Ltd.* (ʮ̡) and our
Company, pursuant to which Gongqingcheng Jialu Investment Management Limited
Partnership* transferred its 1.8868% equity interests held in Shanghai UBJ Education
Technology Co., Ltd.* to our Company at a consideration of RMB30,000,120;
(h) the share transfer agreement dated July 5, 2022 entered into between Mr. Bo Qingrong ( ɥᅅ
࿰), Shanghai UBJ Education Technology Co., Ltd.* (ʮ̡) and our
Company, pursuant to which Mr. Bo Qingrong transferred his 1.2754% equity interests held
in Shanghai UBJ Education Technology Co., Ltd.* to our Company at a consideration of
RMB6,759,620;
(i) the capital increase agreement dated September 27, 2022, entered into among Puyang
Financial Holding Co., Ltd.* (ʮ̡), our Company and Mr. Zhou Jian ( մ
ᄏ), pursuant to which, Puyang Financial Holding Co., Ltd.* agreed to subscribe our
Company’s registered share capital of RMB2,789,047 at a total consideration of
RMB220,000,000;
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-5 –


--- page 731 ---
(j) the capital increase and share swap agreement in relation to Wuxi Uqi Intelligent Technology
Co., Ltd.* (ʮ̡)( “ Wuxi Uqi ”) and Jiangsu Tianhui Science and
Technology Development Company Limited* (ʮ̡)( “ Jiangsu
Tianhui ”) dated December 30, 2022, entered into among Jiangsu Tianqi Borui Zhineng
Equipment Development Company Limited* (ʮ̡)
(“Jiangsu Tianqi ”), Mr. Cai Xuyu ( ᇹϛρ), Wuxi Uqi, our Company, Miracle Automation
Engineering Co., Ltd.* (ʮ̡), Shenzhen Quantum Leap Investment
Limited Partnership* ( ଉέඎɿᚔቋҳ༟ΥྫΆุ(Υྫ)), Suzhou Zhengxuan Qianzhan
Zhihe V enture Capital (Limited Partnership)* (ᓼқΥ௴ุҳ༟ΥྫΆุ(ࠢ
Υྫ)), Shenzhen Zhengxuan Qianzhan Ruiyuan V enture Capital Limited Partnership* ( ଉέ
ᓼြჃ௴ุҳ༟ΥྫΆุ(Υྫ)), Ningbo Y uanhao Tianchun Enterprise
Management Limited Partnership* (ӑ㒊˂૮Άุ၍ଣΥྫΆุ(Υྫ)), Mr. Wan
Qiuyang (ජ), Mr. Li Bei ( ҽԎ) and Jiangsu Tianhui, pursuant to which, Jiangsu Tianqi
and Mr. Cai Xuyu agreed to subscribe for RMB1,995,700 and RMB352,200 of the increased
registered capital of Wuxi Uqi for the considerations of approximately RMB59.43 million and
RMB10.49 million respectively, the considerations of which were settled by the transfers of
85% and 15% equity interest in Jiangsu Tianhui by Jiangsu Tianqi and Mr. Cai Xuyu to Wuxi
Uqi, respectively;
(k) the capital increase agreement dated January 29, 2023, entered into among Liuzhou Industrial
Guidance Fund Investment Management Company Limited* (ҳ༟၍ଣ
ʮ̡), Mr. Zhou Jian ( մᄏ) and our Company, pursuant to which, our Company agreed
to increase its registered share capital by RMB10,395,538 and Liuzhou Industrial Guidance
Fund Investment Management Company Limited* agreed to subscribe our Company’s
registered share capital of RMB10,395,538 at a total consideration of RMB820,000,000;
(l) the cornerstone investment agreement dated November 14, 2023, entered into among our
Company, E-Town International Holding (Hong Kong) Co., Limited (ٰ(ಥ)Ϟ
ʮ̡)( “ E-Town International ”), Guotai Junan Capital Limited (ʮ̡)
and Guotai Junan Securities (Hong Kong) Limited ( ਷इёτᗇՎ(ಥ)ʮ̡), pursuant
to which, E-Town International agreed to subscribe for such number of Offer Shares at the
Offer Price in the amount of the Hong Kong dollar equivalent of RMB500,000,000, the details
of which are set out in the section headed “Cornerstone Investor” of this prospectus;
(m) the Undertaking of Indemnity;
(n) the Hong Kong Underwriting Agreement; and
(o) the lock-up deed dated December 18, 2023, entered into among our Company, Guotai Junan
Capital Limited, Guotai Junan Securities (Hong Kong) Limited, CLSA Limited, China
Securities (International) Corporate Finance Company Limited, CMBC Securities Company
Limited, BNP Paribas Securities (Asia) Limited, Huatai Financial Holdings (Hong Kong)
Limited, Shenwan Hongyuan Securities (H.K.) Limited, ICBC International Securities
Limited, BOCI Asia Limited, ABCI Capital Limited, ABCI Securities Company Limited, CCB
International Capital Limited, TradeGo Markets Limited, Patrons Securities Limited, Futu
Securities International (Hong Kong) Limited, V aluable Capital Limited, Livermore Holdings
Limited, CMB International Capital Limited, Guosen Securities (HK) Capital Company
Limited, GF Securities (Hong Kong) Brokerage Limited, Shenzhen Sanciyuan, Mr. Xia
Zuoquan (РΌ), Mr. Xia Y ongjun (ࠏMs. Wang Lin ( ˮ೙), Shenzhen Evolution, Mr.
Xiong Y oujun (ࠏShenzhen Zhineng Y ouxuan, Mr. Zhao Guoqun ( Ⴛ਷໊), pursuant to
which each of Shenzhen Sanciyuan, Mr. Xia Zuoquan, Mr. Xia Y ongjun, Ms. Wang Lin,
Shenzhen Evolution, Mr. Xiong Y oujun, Shenzhen Zhineng Y ouxuan and Mr. Zhao Guoqun
has provided the undertakings as described under “Underwriting — Underwriting
Arrangements and Expenses — Undertakings given to the Hong Kong Underwriters — By our
Controlling Shareholders”.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-6 –


--- page 732 ---
2. Intellectual Property Rights
(a) Trademarks
As at 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 Rights holder Category
Registration
number
Expiration
date
(yyyy.mm.dd)
1. /H1100/H1100/H1100/H1100
PRC Best Epoch Technology
Co. LTD (ߏ
ʮ̡)
(“Best Epoch”)
21 61246630 2032.05.27
2. /H1100/H1100/H1100/H1100
PRC Our Company 10 60621242 2033.01.06
3. /H1100/H1100/H1100/H1100
PRC Our Company 11 53093326 2031.12.13
4. /H1100/H1100/H1100/H1100
PRC Our Company 28 43188977 2031.10.13
5. /H1100/H1100/H1100/H1100
PRC Our Company 9 33233297 2031.02.13
6. /H1100/H1100/H1100/H1100
PRC Our Company 7 33217055 2029.06.06
7. /H1100/H1100/H1100/H1100
PRC Our Company 28 33209589 2029.06.06
8. /H1100/H1100/H1100/H1100
PRC Our Company 41 33209581 2029.06.06
9. /H1100/H1100/H1100/H1100
PRC Our Company 41 33233310 2029.05.20
10. /H1100/H1100/H1100
 PRC Our Company 9 33229337 2029.06.13
11. /H1100/H1100/H1100
 PRC Our Company 28 33222110 2029.06.06
12. /H1100/H1100/H1100
 PRC UBTECH Education
(Shenzhen) Co., Ltd.*
(Ꮄ̀፯઺ԃ(ଉέ)Ϟ
ʮ̡) (“UBTECH
Education”)
28 25904499 2028.09.27
13. /H1100/H1100/H1100
Japan Best Epoch 7, 35 6487223 2031.12.16
14. /H1100/H1100/H1100
 Japan Our Company 7, 9, 28 6248221 2030.4.24
15. /H1100/H1100/H1100
 European
Union
Best Epoch 21 018658917 2032.02.22
16. /H1100/H1100/H1100
 European
Union
Our Company 7, 35 018436131 2031.03.24
17. /H1100/H1100/H1100
 European
Union
Our Company 7, 9, 28 018040325 2029.03.22
18. /H1100/H1100/H1100
 Hong Kong Our Company 7, 9, 28 304872051 2029.03.26
19. /H1100/H1100/H1100
 Hong Kong Our Company 7, 10, 11, 12,
21, 41
306163326 2033.02.05
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-7 –


--- page 733 ---
No. Trademark
Place of
registration Rights holder Category
Registration
number
Expiration
date
(yyyy.mm.dd)
20. /H1100/H1100/H1100
 U.S. Our Company 7 6564296 2031.11.15
21. /H1100/H1100/H1100
 U.S. Our Company 9, 28 6154260 2030.09.14
22. /H1100/H1100/H1100
 U.S. Our Company 28 5439920 2028.04.02
23. /H1100/H1100/H1100
 U.S. Our Company 7 6881515 2032.10.17
24 /H1100/H1100/H1100
 U.S. Best Epoch 11 7063468 2033.05.22
25. /H1100/H1100/H1100
 U.S. Best Epoch 21 7088549 2033.06.19
(b) Copyrights
(i) Registered copyright
As at the Latest Practicable Date, we had registered the following copyrights which we consider to
be or may be material to our business:
No. Copyright Copyright owner
Place of
registration
Registration
number
Date of
registration
(yyyy.mm.dd)
1. Cruzr Robotic System
Software [Abbreviation:
Cruzr System Software]
V1.0 (Cruzr ዚኜɛӻ୕
ழ΁[ᔊ၈:Cruzr ӻ୕ழ
΁]V1.0)
Our Company PRC 2018SR294018 2018.04.28
2. STM32F302RB-MU
(60KG) embedded
software [Abbreviation:
STM32F302RB-MU
embedded software]
V1.0
(STM32F302RB-MU
(60KG) లɝόழ΁[ᔊ၈:
STM32F302RB-MU లɝ
όழ΁]V1.0)
Our Company PRC 2018SR293853 2018.04.28
3. A TSAMD10D14A-MU
(4KG) embedded
software [Abbreviation:
A TSAMD10D14A-MU
embedded software]
(A TSAMD10D14A-MU
(4KG) లɝόழ΁[ᔊ၈:
A TSAMD10D14A-MU ల
ɝόழ΁]V1.0)
Our Company PRC 2018SR294041 2018.04.28
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-8 –


--- page 734 ---
No. Copyright Copyright owner
Place of
registration
Registration
number
Date of
registration
(yyyy.mm.dd)
4. A TSAMD10D14A-MU
(12KG) embedded
software [Abbreviation:
A TSAMD10D14A-MU
embedded software]
(A TSAMD10D14A-MU
(12KG) లɝόழ΁[ᔊ၈:
A TSAMD10D14A-MU ల
ɝόழ΁]V1.0)
Our Company PRC 2018SR293875 2018.04.28
5. A TSAMD10D14A-
MU (20KG) embedded
software V1.0
(A TSAMD10D14A-
MU(20KG) లɝόழ΁
V1.0)
Our Company PRC 2018SR386254 2018.05.28
6. Wukong Robot System
Software V1.0 (ዚ
ኜɛӻ୕ழ΁V1.0)
UBTECH Software
Technology
(Shenzhen) Co.,
Ltd.* ( Ꮄ̀፯ழ
΁Ҧஔ(ଉέ)Ϟ
ʮ̡)
(“UBTECH
Software”)
PRC 2018SR639321 2018.08.10
7. A TSAMD10D14A-MU
(3KG) embedded
software [Abbreviation:
A TSAMD10D14A-MU
embedded software]
(A TSAMD10D14A-MU
(3KG) లɝόழ΁[ᔊ၈:
A TSAMD10D14A-MU ల
ɝόழ΁]V1.0)
Our Company PRC 2018SR624068 2018.08.07
8. uCode Windows
Installation Software
[Abbreviation: uCode
Installation Package]
V1.0 (uCode windows ၌
τༀழ΁[ᔊ၈: uCode τ
ༀ̍]V1.0)
Our Company PRC 2019SR0193008 2019.02.28
9. uKit Explore Visual
Programming Teaching
Software [Abbreviation:
uKit Explore
Programming Software]
V1.0 (uKit Explore ̙ൖ
ʷᇜ೻઺ኪழ΁[ᔊ၈:
uKit Explore ᇜ೻ழ
΁]V1.0)
Our Company PRC 2019SR0260083 2019.03.19
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-9 –


--- page 735 ---
No. Copyright Copyright owner
Place of
registration
Registration
number
Date of
registration
(yyyy.mm.dd)
10. ROSA Android Robot
Operating System
Software V1.0 (ROSA
Android ዚኜɛ዁Ъӻ୕
ழ΁V1.0)
UBTECH Software PRC 2019SR0261229 2019.03.19
11. Distributed Image Server
Software [Abbreviation:
Image Server Software]
V1.0 (ਕኜ
ழ΁[ᔊ၈:ਕኜழ
΁]V1.0)
Our Company PRC 2019SR1138213 2019.11.11
12. Cloud Platform Smart Map
Software [Abbreviation:
Smart Map Software]
V1.0 ( ථ̨̻౽ঐήྡழ
΁[ᔊ၈:౽ঐήྡழ
΁]V1.0)
Our Company PRC 2019SR1179316 2019.11.20
13. USLAM Mobile terminal
control software
[Abbreviation: USLAM]
V1.0.0 (USLAM ୅ਗ၌
છՓழ΁[ᔊ၈:
USLAM]V1.0.0)
Our Company PRC 2019SR1196027 2019.11.23
14. Walker High Torque Servo
Embedded Software
V1.0 (Walker ɽҩॉ୲ዚ
లɝόழ΁V1.0)
Our Company PRC 2019SR1205132 2019.11.25
15. uKit EDU Android Mobile
Teaching Software
[Abbreviation: uKit
EDU] V1.6.0 (uKit EDU
Android ୅ਗ၌઺ኪழ΁
<ᔊ၈:uKit EDU]V1.6.0)
UBTECH Software PRC 2019SR1318579 2019.12.09
16. Online V oice Changer
Software V1.0 ( ίᇞႧ
ᔷ౬ழ΁V1.0)
UBTECH Software PRC 2020SR0463251 2020.05.18
17. ROSA Robot Remote
Diagnosis Software V1.0
(ROSA ዚኜɛჃ೻ൢᓙ
ழ΁V1.0)
UBTECH Software PRC 2020SR0499064 2020.05.22
18. ROSA Linux Robot
Operating System
Software V1.0 (ROSA
Linux ዚኜɛ዁Ъӻ୕ழ
΁V1.0)
Our Company PRC 2020SR0780300 2020.07.16
19. ROSA Python Robot
Application Framework
Software V1.0 (ROSA
Pythonݖ࣪
ழ΁ V1.0)
Our Company PRC 2020SR0776086 2020.07.15
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-10 –


--- page 736 ---
No. Copyright Copyright owner
Place of
registration
Registration
number
Date of
registration
(yyyy.mm.dd)
20. Smart Wellness and
Elderly Care Operation
Software V1.0 ( ౽ᅆੰ
ቮቮϼ༶ᐄழ΁V1.0)
UBTECH Software PRC 2023SR0058346 2022.07.31
21. USLAM Wheeled Robot
Positioning and
Navigation Software
V1.0 (USLAM ቃόዚኜ
Зኬঘழ΁V1.0)
Our Company PRC 2020SR1002349 2020.08.28
22. AIMBOT Robot
Application Software
[Abbreviation:
AIMBOT] V1.0
(AIMBOT ዚኜɛᏐ͜ழ
΁[ᔊ၈:AIMBOT]V1.0)
Our Company PRC 2020SR0425024 2020.05.09
23. UBTECH Artificial
Intelligence Teaching
Experiment Platform
[Abbreviation: AI
Teaching Management
Platform] V1.0.0 ( Ꮄ̀
፯ɛʈ౽ᅆ઺ኪྼ᜕̨̻
[ᔊ၈:AI઺ኪ၍ଣ̨̻]
V1.0.0)
Our Company PRC 2021SR0187150 2021.02.03
24. ADIBOT robot application
software [Abbreviation:
ADIBOT] V1.0.0
(ADIBOT ዚኜɛᏐ͜ழ
΁[ᔊ၈:ADIBOT]
V1.0.0)
Our Company PRC 2021SR1139170 2021.08.03
25. UBTech AI Smart
Education Platform V1.1
(Ꮄ̀፯AI౽ᅆ઺ԃ̨̻
V1.1)
Our Company PRC 2021SR2074096 2021.12.17
26. uCode Visual
Programming Teaching
Software [Abbreviation:
uCode] V1.0 ( Ꮄᇜ೻
uCode઺
ኪழ΁ [ᔊ၈:Ꮄᇜ೻
uCode] V1.0)
Our Company PRC 2021SR1806776 2021.11.19
27. uPython Interactive
Programming Teaching
Software [Abbreviation:
uPython] V1.1.7
(uPython ʹʝόᇜ೻઺ኪ
ழ΁[ᔊ၈:
uPython]V1.1.7)
Our Company PRC 2022SR0067628 2022.01.11
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-11 –


--- page 737 ---
No. Copyright Copyright owner
Place of
registration
Registration
number
Date of
registration
(yyyy.mm.dd)
28. Transland Event System
[Abbreviation: Event
System] V1.6 (Transland
ᒄԫӻ୕[ᔊ၈:ᒄԫӻ
୕]V1.6)
Our Company PRC 2022SR0422113 2022.04.01
29. ADIBOT navigation robot
application software
[Abbreviation:
ADIBOT-A] V1.3.9
(ADIBOTዚኜɛ
Ꮠ͜ழ΁<ᔊ၈:
ADIBOT-A]V1.3.9)
Shenzhen
Y oubixing
Technology Co.,
Ltd.* ( ଉέ̹Ꮄ
ʮ
̡) (“Shenzhen
Y oubixing”)
PRC 2022SR0477492 2022.04.15
30. UBTECH robot
management platform
[Abbreviation: URMS]
V1.0 (UBTECH ዚኜɛ၍
ଣ̨̻[ᔊ၈:URMS]
V1.0)
Shenzhen
Y oubixing
PRC 2022SR0907263 2022.07.07
(c) Patents
As of June 30, 2023, our Group held more than 1,800 registered robotic and AI-related patents. As
at the Latest Practicable Date, we had registered the following patents which we consider to be or
may be material to our business:
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
1. /H1100/H1100/H1100/H1100/H1100/H1100Face detection and tracking
method, robot head
rotation control method
and robot ( ɛᑕᏨ಻༧ᔳ
ʿዚኜɛ᎘௅ᔷਗછ
ձዚኜɛ)
Our Company Invention PRC ZL201610539480.8 2016.07.08
2. /H1100/H1100/H1100/H1100/H1100/H1100Face detection and tracking
method and device, robot
head rotation control
method and system ( ɛᑕ
ʿༀໄeዚ
ʿ
ӻ୕)
Our Company Invention PRC ZL201610619340.1 2016.07.29
3. /H1100/H1100/H1100/H1100/H1100/H1100A servo motor and its control
method (ཥዚʿ
ج)
Our Company Invention PRC ZL201610615912.9 2016.07.30
4. /H1100/H1100/H1100/H1100/H1100/H1100Servo ( ୲ዚ) Our Company Invention PRC ZL201610665976.X 2016.08.12
5. /H1100/H1100/H1100/H1100/H1100/H1100Power-failure anti-drop
method and device for
robot and power-failure
anti-fall robot ( ዚኜɛદཥ
ձༀໄʿદཥԣ
࿝ዚኜɛ)
Our Company Invention PRC ZL201611266119.9 2016.12.31
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-12 –


--- page 738 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
6. /H1100/H1100/H1100/H1100/H1100/H1100Alignment method for robot
recharging, robot, system
and storage medium ( ዚኜ
ʿዚኜ
ɛeӻ୕ձπᎷʧሯ)
Our Company,
Shenzhen
Y oubixing
Invention PRC ZL201710502200.0 2017.06.27
7. /H1100/H1100/H1100/H1100/H1100/H1100Face data processing method,
device and equipment ( ɛ
eༀໄʿ
ண௪)
Our Company Invention PRC ZL201711417296.7 2017.12.25
8. /H1100/H1100/H1100/H1100/H1100/H1100Image processing method,
device and terminal
equipment ( ɓ၇ྡ྅ஈଣ
eༀໄʿ୞၌ண௪)
Our Company,
Shenzhen
Y oubixing
Invention PRC ZL201711417358.4 2017.12.25
9. /H1100/H1100/H1100/H1100/H1100/H1100A positioning method, device
and equipment based on a
base station (ਿ१
eༀໄʿண௪)
Our Company Invention PRC ZL201711421382.5 2017.12.25
10. /H1100/H1100/H1100/H1100/H1100A biped robot and its
equivalent trajectory
generation method and
device ( ɓ၇ᕐԑዚኜɛʿ
ձༀ
ໄ)
Our Company Invention PRC ZL201711423256.3 2017.12.25
11. /H1100/H1100/H1100/H1100/H1100A grasping control method,
device and robot based on
visual servo (ൖ
e
ༀໄձዚኜɛ)
Our Company Invention PRC ZL201711431821.0 2017.12.26
12. /H1100/H1100/H1100/H1100/H1100Positioning method and
terminal equipment (З
ʿ୞၌ண௪)
Our Company Invention PRC ZL201711436701.X 2017.12.26
13. /H1100/H1100/H1100/H1100/H1100A robot and its map
autonomous exploration
method and device ( ɓ၇
ዚኜɛʿՉήྡІ˴ઞ॰
ձༀໄ)
Our Company Invention PRC ZL201711449310.1 2017.12.27
14. /H1100/H1100/H1100/H1100/H1100A robot pose recognition
method and its robot ( ɓ၇
ʿ
Չዚኜɛ)
Our Company Invention PRC ZL201711449568.1 2017.12.27
15. /H1100/H1100/H1100/H1100/H1100Scene analysis method, robot
and storage device based
on binocular vision (׵
˙
eዚኜɛʿπᎷༀໄ)
Our Company,
Shenzhen
Y oubixing
Invention PRC ZL201711468458.X 2017.12.27
16. /H1100/H1100/H1100/H1100/H1100A robot target tracking
method, robot and storage
medium (ͦ
eዚኜɛʿπ
Ꮇʧሯ)
Our Company Invention PRC ZL201711468568.6 2017.12.27
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-13 –


--- page 739 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
17. /H1100/H1100/H1100/H1100/H1100Robot motion path planning
method, device, storage
medium and terminal
equipment ( ዚኜɛ༶ਗ༩
eༀໄeπᎷ
ʧሯʿ୞၌ண௪)
Our Company Invention PRC ZL201711462962.9 2017.12.28
18. /H1100/H1100/H1100/H1100/H1100A wake-up method for
electronic equipment,
storage medium and robot
(ఎ፴˙
eπᎷʧሯʿዚኜɛ)
Our Company Invention PRC ZL201711472911.4 2017.12.28
19. /H1100/H1100/H1100/H1100/H1100/H1100A robot charging method,
device and robot ( ɓ၇ዚ
eༀໄʿዚ
ኜɛ)
Our Company Invention PRC ZL201711459459.8 2017.12.28
20. /H1100/H1100/H1100/H1100/H1100Gait control method of biped
robot, device, terminal
equipment and medium
(Ӊ࿒છՓ˙
eༀໄe୞၌ண௪ʿʧ
ሯ)
Our Company Invention PRC ZL201711471845.9 2017.12.29
21. /H1100/H1100/H1100/H1100/H1100A head and shoulder
detection method,
electronic equipment and
device with storage
function (Ꮸ಻˙
eཥɿண௪ʿՈϞπᎷ
ༀໄ)
Our Company Invention PRC ZL201711498381.0 2017.12.29
22. /H1100/H1100/H1100/H1100/H1100Method and device for human
body detection based on
embedded system (ల
˙
˸ʿༀໄ)
Our Company Invention PRC ZL201711498652.2 2017.12.29
23. /H1100/H1100/H1100/H1100/H1100A robot motion path planning
method, robot and storage
medium ( ɓ၇ዚኜɛ༶ਗ
eዚኜɛʿ
πᎷʧሯ)
Our Company Invention PRC ZL201711498653.7 2017.12.29
24. /H1100/H1100/H1100/H1100/H1100Active interactive robot,
system, method and
storage device ( ɓ၇˴ਗ
ዚኜɛeӻ୕e˙
ʿπᎷༀໄ)
Our Company Invention PRC ZL201711498760.X 2017.12.29
25. /H1100/H1100/H1100/H1100/H1100Method, device and robot for
gravity compensation in
robot walking ( ɓ၇ዚኜɛ
e
ༀໄʿዚኜɛ)
Our Company Invention PRC ZL201810045622.4 2018.01.17
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-14 –


--- page 740 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
26. /H1100/H1100/H1100/H1100/H1100Motion control method for a
robot, device and robot
(༶ਗછՓ˙
eༀໄʿዚኜɛ)
Our Company Invention PRC ZL201810401936.3 2018.04.28
27. /H1100/H1100/H1100/H1100/H1100Method for acquiring
direction angle of moving
target and terminal
equipment ( ༶ਗͦᅺ˙Σ
ʿ୞၌ண௪)
Our Company Invention PRC ZL201810595287.5 2018.06.11
28. /H1100/H1100/H1100/H1100/H1100Method, device and storage
device for robot relocation
(eༀ
ໄ˸ʿπᎷༀໄ)
Our Company Invention PRC ZL201810689594.X 2018.06.28
29. /H1100/H1100/H1100/H1100/H1100Robot positioning method,
device and storage device
(eༀໄ˸
ʿπᎷༀໄ)
Our Company Invention PRC ZL201810691846.2 2018.06.28
30. /H1100/H1100/H1100/H1100/H1100A robot interaction method,
robot and device with
storage function ( ɓ၇ዚኜ
eዚኜɛʿ
ༀໄ)
Our Company Invention PRC ZL201810713466.4 2018.06.29
31. /H1100/H1100/H1100/H1100/H1100A robot control method, robot
and storage medium ( ɓ၇
eዚኜɛ
ၑዚπᎷʧሯ)
Our Company Invention PRC ZL201810714797.X 2018.06.29
32. /H1100/H1100/H1100/H1100/H1100A robot and its navigation
and positioning method
and device ( ɓ၇ዚኜɛʿ
ձༀໄ)
Our Company,
Shenzhen
Y oubixing
Invention PRC ZL201810828741.7 2018.07.25
33. /H1100/H1100/H1100/H1100/H1100A monocular vision target
positioning pattern,
method, device and
equipment ( ɓ၇ఊͦൖᙂ
e˙
eༀໄʿண௪)
Our Company Invention PRC ZL201810864207.1 2018.08.01
34. /H1100/H1100/H1100/H1100/H1100Robot control method, device
and equipment ( ዚኜɛછ
eༀໄʿண௪)
Our Company Invention PRC ZL201810942781.4 2018.08.17
35. /H1100/H1100/H1100/H1100/H1100Robot interaction method,
robot and device with
storage function ( ዚኜɛʹ
eዚኜɛʿՈϞπ
ༀໄ)
Our Company Invention PRC ZL201811101090.8 2018.09.20
36. /H1100/H1100/H1100/H1100/H1100Vision-assisted distance
SLAM method and device,
robot (൷ᕎ
SLAMʿༀໄeዚኜ
ɛ)
Our Company Invention PRC ZL201811203021.8 2018.10.16
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-15 –


--- page 741 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
37. /H1100/H1100/H1100/H1100/H1100Robot and its finger
transmission structure ( ዚ
ෂਗഐ࿴)
Our Company Invention PRC ZL201811289986.3 2018.10.31
38. /H1100/H1100/H1100/H1100/H1100Servo and robot ( ୲ዚʿዚኜ
ɛ)
Our Company Invention PRC ZL201811291334.3 2018.10.31
39. /H1100/H1100/H1100/H1100/H1100Servo and robot ( ୲ዚʿዚኜ
ɛ)
Our Company Invention PRC ZL201811291351.7 2018.10.31
40. /H1100/H1100/H1100/H1100/H1100Robot and its finger
transmission structure ( ዚ
ෂਗഐ࿴)
Our Company Invention PRC ZL201811291574.3 2018.10.31
41. /H1100/H1100/H1100/H1100/H1100A robot and its voice
interaction system ( ɓ၇ዚ
ʹʝӻ୕)
Our Company Invention PRC ZL201811441703.2 2018.11.29
42. /H1100/H1100/H1100/H1100/H1100Positioning method and
terminal equipment (З
ʿ୞၌ண௪)
Our Company Invention PRC ZL201811553517.8 2018.12.19
43. /H1100/H1100/H1100/H1100/H1100Method, device and robot for
position calibration of
UWB positioning
equipment ( ɓ၇UWBЗ
eༀ
ໄʿዚኜɛ)
Our Company Invention PRC ZL201811583456.X 2018.12.24
44. /H1100/H1100/H1100/H1100/H1100Robot, robot decision-making
method and terminal
equipment ( ዚኜɛeዚኜ
ʿ୞၌ண௪)
Our Company Invention PRC ZL201811626694.4 2018.12.28
45. /H1100/H1100/H1100/H1100/H1100A biped robot gait control
method and biped robot
(ɓ၇ᕐԑዚኜɛӉ࿒છՓ
˸ʿᕐԑዚኜɛ)
Our Company Invention PRC ZL201811629463.9 2018.12.28
46. /H1100/H1100/H1100/H1100/H1100Relocation method and
device, robot (ج
ʿༀໄeዚኜɛ)
Our Company Invention PRC ZL201811635479.0 2018.12.29
47. /H1100/H1100/H1100/H1100/H1100Finger servo and dexterous
hand (୲ዚʿᜳ̷˓)
Our Company Invention PRC ZL201811636415.2 2018.12.29
48. /H1100/H1100/H1100/H1100/H1100Electrode contact structure
and robot charging pile
(ཥ฽ᙃᓃഐ࿴ʿዚኜɛ̂
ཥᅸ)
Our Company Invention PRC ZL201811640547.2 2018.12.29
49. /H1100/H1100/H1100/H1100/H1100Robot and its fingers ( ዚኜɛ
ܸ)
Our Company Invention PRC ZL201811640948.8 2018.12.29
50. /H1100/H1100/H1100/H1100/H1100Pull line adjustment
mechanism and fingers ( ଘ
ܸ)
Our Company Invention PRC ZL201811642999.4 2018.12.29
51. /H1100/H1100/H1100/H1100/H1100Method and device for
detecting rotation angle
(ʿༀ
ໄ)
Our Company Invention PRC ZL201811654660.6 2018.12.29
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-16 –


--- page 742 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
52. /H1100/H1100/H1100/H1100/H1100Relocation method and
device, robot (ج
ʿༀໄeዚኜɛ)
Our Company Invention PRC ZL201910085267.8 2019.01.29
53. /H1100/H1100/H1100/H1100/H1100A motion control method, a
motion control device, and
a mechanical arm ( ɓ၇༶
e༶ਗછՓༀ
ໄʿዚ૛ᑑ)
Our Company Invention PRC ZL201910208948.9 2019.03.19
54. /H1100/H1100/H1100/H1100/H1100Biped robot deviation
warning method, device
and biped robot ( ɓ၇ᕐԑ
e
ༀໄʿᕐԑዚኜɛ)
Our Company Invention PRC ZL201910355320.1 2019.04.29
55. /H1100/H1100/H1100/H1100/H1100Robot inspection method,
device, readable storage
medium and robot ( ዚኜɛ
ၑዚ
̙ᛘπᎷʧሯʿዚኜɛ)
Our Company Invention PRC ZL201910622871.X 2019.07.11
56. /H1100/H1100/H1100/H1100/H1100Joint structure and robot ( ᗫ
ືഐ࿴ʿዚኜɛ)
Our Company Invention PRC ZL201980064068.7 2019.09.30
57. /H1100/H1100/H1100/H1100/H1100A robot and its positioning
method and device ( ɓ၇
ձༀ
ໄ)
Our Company Invention PRC ZL201911051039.5 2019.10.31
58. /H1100/H1100/H1100/H1100/H1100Human arm motion imitation
method, device, terminal
equipment and storage
medium ( ɛ᜗˓ᑑਗЪᅼ
eༀໄe୞၌ண௪
ʿπᎷʧሯ)
Our Company Invention PRC ZL201911134999.8 2019.11.19
59. /H1100/H1100/H1100/H1100/H1100Foot-waist coordination gait
planning method for robot,
device, medium and robot
(ԑ໐՘ሜӉ࿒஝
eༀໄeʧሯʿዚ
ኜɛ)
Our Company Invention PRC ZL201911188547.8 2019.11.28
60. /H1100/H1100/H1100/H1100/H1100Robot climbing stairs control
method, device, storage
medium and robot ( ዚኜɛ
eༀໄe
πᎷʧሯձዚኜɛ)
Our Company Invention PRC ZL201911198984.8 2019.11.29
61. /H1100/H1100/H1100/H1100/H1100An action imitation method,
device, readable storage
medium and robot ( ɓ၇ਗ
ၑ
ዚ̙ᛘπᎷʧሯʿዚኜɛ)
Our Company Invention PRC ZL201911227303.6 2019.12.04
62. /H1100/H1100/H1100/H1100/H1100A method and device for
obtaining inspection points
(ʿ
ༀໄ)
Our Company Invention PRC ZL201911257348.8 2019.12.10
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-17 –


--- page 743 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
63. /H1100/H1100/H1100/H1100/H1100A load balancing method,
load balancing system and
registration server (ࠋ
༱ѩፅӻ
ኜ)
Our Company Invention PRC ZL201911268483.2 2019.12.11
64. /H1100/H1100/H1100/H1100/H1100Robot control method,
device, readable storage
medium and robot ( ዚኜɛ
ၑዚ
̙ᛘπᎷʧሯʿዚኜɛ)
Our Company Invention PRC ZL201911279287.5 2019.12.13
65. /H1100/H1100/H1100/H1100/H1100A robot balance control
method, device, readable
storage medium and robot
(ɓ၇ዚኜɛ̻ፅછՓ˙
eༀໄe̙ᛘπᎷʧሯ
ʿዚኜɛ)
Our Company Invention PRC ZL201911279537.5 2019.12.13
66. /H1100/H1100/H1100/H1100/H1100Robot control method,
device, readable storage
medium and robot ( ዚኜɛ
ၑዚ
̙ᛘπᎷʧሯʿዚኜɛ)
Our Company Invention PRC ZL201911279545.X 2019.12.13
67. /H1100/H1100/H1100/H1100/H1100An application control
method and robot ( ɓ၇Ꮠ
ʿዚኜɛ)
Our Company Invention PRC ZL201911302660.4 2019.12.17
68. /H1100/H1100/H1100/H1100/H1100Method and device for
controlling a robot ( ɓ၇
ʿༀໄ)
Our Company Invention PRC ZL201911328353.3 2019.12.20
69. /H1100/H1100/H1100/H1100/H1100A navigation map update
method, device, readable
storage medium and robot
(e
ༀໄe̙ᛘπᎷʧሯʿዚ
ኜɛ)
Our Company,
Shenzhen
Y oubixing
Invention PRC ZL201911330291.X 2019.12.20
70. /H1100/H1100/H1100/H1100/H1100Robotic arm control method,
robotic arm control device,
and terminal equipment
(eዚ૛ᑑ
છՓༀໄʿ୞၌ண௪)
Our Company Invention PRC ZL201911330302.4 2019.12.20
71. /H1100/H1100/H1100/H1100/H1100A robot pose estimation
method, device, readable
storage medium and robot
(˙
eༀໄe̙ᛘπᎷʧሯ
ʿዚኜɛ)
Our Company Invention PRC ZL201911340211.9 2019.12.23
72. /H1100/H1100/H1100/H1100/H1100A robot motion control
method, device, readable
storage medium and robot
(ɓ၇ዚኜɛ༶ਗછՓ˙
eༀໄe̙ᛘπᎷʧሯ
ʿዚኜɛ)
Our Company Invention PRC ZL201911344527.5 2019.12.24
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-18 –


--- page 744 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
73. /H1100/H1100/H1100/H1100/H1100Method, device, system and
intelligent terminal for
synchronous playback of
multiple intelligent
terminals ( ε౽ঐ୞၌ΝӉ
eༀໄeӻ୕
ʿ౽ᅆ୞၌)
Our Company Invention PRC ZL201911366614.0 2019.12.26
74. /H1100/H1100/H1100/H1100/H1100Positioning method for a
mobile robot, positioning
device and mobile robot
(З˙
Зༀໄʿ୅ਗዚኜ
ɛ)
Our Company,
Shenzhen
Y oubixing
Invention PRC ZL201911372349.7 2019.12.27
75. /H1100/H1100/H1100/H1100/H1100A brushless motor and a
method for detecting the
rotor position of the motor
(ɓ၇ೌՏཥዚʿཥዚᔷɿ
ج)
Our Company Invention PRC ZL201911390155.X 2019.12.30
76. /H1100/H1100/H1100/H1100/H1100Servo and robot ( ୲ዚʿዚኜ
ɛ)
Our Company Invention PRC ZL201911395980.9 2019.12.30
77. /H1100/H1100/H1100/H1100/H1100A camera method and device
based on Raspberry Pi ( ɓ
ج
ʿༀໄ)
UBTECH
Software
Invention PRC ZL201911396727.5 2019.12.30
78. /H1100/H1100/H1100/H1100/H1100Hip joint structure and
humanoid robot ( ᝏᗫືഐ
࿴ʿᗳɛҖዚኜɛ)
Our Company Invention PRC ZL201911397803.4 2019.12.30
79. /H1100/H1100/H1100/H1100/H1100An action imitation method,
device, terminal and
storage medium ( ɓ၇ਗЪ
eༀໄe୞၌ʿ
ၑዚπᎷʧሯ)
Our Company Invention PRC ZL201911397998.2 2019.12.30
80. /H1100/H1100/H1100/H1100/H1100Method and device for
adjusting spatial position
of mechanical arm,
mechanical arm and
storage medium (٤
eༀໄe
ዚ૛ᑑʿπᎷʧሯ)
Our Company Invention PRC ZL201911398775.8 2019.12.30
81. /H1100/H1100/H1100/H1100/H1100Robot walking control
method, device, robot and
readable storage medium
(e
ༀໄeዚኜɛձ̙ᛘπᎷ
ʧሯ)
Our Company Invention PRC ZL201911399923.8 2019.12.30
82. /H1100/H1100/H1100/H1100/H1100Redundant robotic arm
control method, device,
readable storage medium
and equipment ( ʯቱዚ૛
eༀໄe̙ᛘ
πᎷʧሯʿண௪)
Our Company Invention PRC ZL201911403020.2 2019.12.30
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-19 –


--- page 745 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
83. /H1100/H1100/H1100/H1100/H1100Robotic arm control method,
robotic arm control device,
and terminal equipment
(eዚ૛ᑑ
છՓༀໄʿ୞၌ண௪)
Our Company Invention PRC ZL201911401000.1 2019.12.30
84. /H1100/H1100/H1100/H1100/H1100Robot joint structure and
robot ( ዚኜɛᗫືഐ࿴ʿ
ዚኜɛ)
Our Company Invention PRC ZL201911419446.7 2019.12.31
85. /H1100/H1100/H1100/H1100/H1100A mobile device and its
positioning method and
device ( ɓ၇୅ਗண௪ʿՉ
ձༀໄ)
Our Company Invention PRC ZL201911423598.4 2019.12.31
86. /H1100/H1100/H1100/H1100/H1100Map optimization method,
device and robot ( ήྡᎴ
eༀໄʿዚኜɛ)
Our Company,
Shenzhen
Y oubixing
Invention PRC ZL202010112029.4 2020.02.24
87. /H1100/H1100/H1100/H1100/H1100Gait planning method, device,
readable storage medium
and robot for dynamic
obstacle avoidance ( ਗ࿒
eༀ
ໄe̙ᛘπᎷʧሯʿዚኜ
ɛ)
Our Company Invention PRC ZL202010330688.5 2020.04.24
88. /H1100/H1100/H1100/H1100/H1100Locking mechanism, knuckle
structure and robot ( ᕁၡ
ືഐ࿴ʿዚኜɛ)
Our Company Invention PRC ZL202010355924.9 2020.04.29
89. /H1100/H1100/H1100/H1100/H1100Force-torque sensor output
compensation method,
device and storage
medium ( ɢ-ɢॉෂชኜ፩
eༀໄʿπᎷ
ʧሯ)
Our Company Invention PRC ZL202010421664.0 2020.05.18
90. /H1100/H1100/H1100/H1100/H1100Finger structure and robot ( ˓
ഐ࿴ʿዚኜɛ)
Our Company Invention PRC ZL202010454832.6 2020.05.26
91. /H1100/H1100/H1100/H1100/H1100Joint energy storage ancillary
structure, robot joint
structure and robot ( ᗫື
Ꮇঐпɢዚ࿴eዚኜɛᗫ
ືഐ࿴ʿዚኜɛ)
Our Company Invention PRC ZL202010455925.0 2020.05.26
92. /H1100/H1100/H1100/H1100/H1100Finger structure and robot ( ˓
ഐ࿴ʿዚኜɛ)
Our Company Invention PRC ZL202010455928.4 2020.05.26
93. /H1100/H1100/H1100/H1100/H1100Joint energy storage ancillary
structure, robot joint
structure and robot ( ᗫື
Ꮇঐпɢዚ࿴eዚኜɛᗫ
ືഐ࿴ʿዚኜɛ)
Our Company Invention PRC ZL202010455958.5 2020.05.26
94. /H1100/H1100/H1100/H1100/H1100Direct force feedback control
method, device, controller
and robot (ટɢˀ㉿છ
eༀໄeછՓኜձ
ዚኜɛ)
Our Company Invention PRC 202010538326.5 2020.06.12
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-20 –


--- page 746 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
95. /H1100/H1100/H1100/H1100/H1100Multi-leg robot joint control
method, device and multi-
leg robot ( εԑዚኜɛᗫື
eༀໄձεԑዚ
ኜɛ)
Our Company Invention PRC ZL202010540353.6 2020.06.15
96. /H1100/H1100/H1100/H1100/H1100Hollow robotic arm (ዚ
૛ᑑ)
UBKang
(Qingdao)
Technology
Co., Ltd.*
(Ꮄ̀ੰ(ڡ
ࢥ)ҦϞ
ʮ̡)
(“UBKang ”)
Invention PRC ZL202010589449.1 2020.06.24
97. /H1100/H1100/H1100/H1100/H1100Servo module and robotic
arm ( ୲ዚᅼଡ଼ʿዚ૛ᑑ)
UBKang Invention PRC ZL202010589625.1 2020.06.24
98. /H1100/H1100/H1100/H1100/H1100Rotary arm structure and
mechanical arm ( ᔷਗᑑഐ
࿴ʿዚ૛ᑑ)
UBKang Invention PRC ZL202010590429.6 2020.06.24
99. /H1100/H1100/H1100/H1100/H1100/H1100A processing method and
processing system based
on multi-output shaft
steering gear (ε
ʿ
ஈଣӻ୕)
Our Company Invention PRC ZL202010591285.6 2020.06.24
100. /H1100/H1100/H1100/H1100A robot map update method,
device, readable storage
medium and robot ( ɓ၇
eༀ
ໄe̙ᛘπᎷʧሯʿዚኜ
ɛ)
Our Company Invention PRC ZL202010604039.X 2020.06.29
101. /H1100/H1100/H1100/H1100Robotic arm and its three-
dimensional reconstruction
method and device ( ዚ૛
ձༀ
ໄ)
Our Company Invention PRC ZL202010647900.0 2020.07.07
102. /H1100/H1100/H1100/H1100Hierarchy of tasks control
method, device, robot and
readable storage medium
(eༀ
ໄeዚኜɛձ̙ᛘπᎷʧ
ሯ)
Our Company Invention PRC ZL202010649070.5 2020.07.08
103. /H1100/H1100/H1100/H1100Impedance control method,
device, impedance
controller and robot (Ҥ
Ҥછ
Փኜձዚኜɛ)
Our Company Invention PRC ZL202010650259.6 2020.07.08
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-21 –


--- page 747 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
104. /H1100/H1100/H1100/H1100Redundant robot inverse
kinematics solution
method, device and
redundant robot ( ʯቱዚ
e
ༀໄձʯቱዚኜɛ)
Our Company Invention PRC ZL202010659812.2 2020.07.10
105. /H1100/H1100/H1100/H1100Floating base dynamics feed-
forward control method,
device and multi-legged
robot (㉿
eༀໄձεԑዚ
ኜɛ)
Our Company Invention PRC ZL202010671790.1 2020.07.14
106. /H1100/H1100/H1100/H1100A method and device for
synchronous control of
robots ( ɓ၇ዚኜɛΝӉછ
ʿༀໄ)
Our Company Invention PRC ZL202010672875.1 2020.07.14
107. /H1100/H1100/H1100/H1100Black body alignment
method, device, robot and
readable storage medium
(eༀໄeዚ
ၑዚ̙ᛘπᎷʧ
ሯ)
Our Company Invention PRC ZL202010703865.X 2020.07.21
108. /H1100/H1100/H1100/H1100Control method, device,
terminal equipment and
storage medium of
brushless DC motor ( ೌՏ
eༀ
ໄe୞၌ண௪ձπᎷʧሯ)
Our Company Invention PRC ZL202010704339.5 2020.07.21
109. /H1100/H1100/H1100/H1100Robot control method,
device, readable storage
medium and robot ( ዚኜ
ၑ
ዚ̙ᛘπᎷʧሯʿዚኜɛ)
Our Company Invention PRC ZL202010736468.2 2020.07.28
110. /H1100/H1100/H1100/H1100Robot and its collision
detection method and
device ( ዚኜɛʿՉຠᅜᏨ
ձༀໄ)
Our Company Invention PRC ZL202010752413.0 2020.07.30
111. /H1100/H1100/H1100/H1100Multi-system timing method,
device, equipment and
medium (˙
eༀໄeண௪ʿʧሯ)
Our Company Invention PRC ZL202010760046.9 2020.07.31
112. /H1100/H1100/H1100/H1100A three-dimensional
reconstruction method,
device and terminal
equipment (ܔࠠ
eༀໄʿ୞၌ண௪)
Our Company Invention PRC ZL202010766571.1 2020.08.03
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-22 –


--- page 748 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
113. /H1100/H1100/H1100/H1100A robot pose control method,
device, readable storage
medium and robot ( ɓ၇ዚ
eༀ
ໄe̙ᛘπᎷʧሯʿዚኜ
ɛ)
Our Company Invention PRC ZL202010773743.8 2020.08.04
114. /H1100/H1100/H1100/H1100A gait planning method,
device, readable storage
medium and robot ( ɓ၇
ࠇ
ၑዚ̙ᛘπᎷʧሯʿዚኜ
ɛ)
Our Company Invention PRC ZL202010773787.0 2020.08.04
115. /H1100/H1100/H1100/H1100Image processing method,
device, system, electronic
equipment and readable
storage medium ( ྡ྅ஈ
eༀໄeӻ୕eཥ
ɿண௪ʿ̙ᛘπᎷʧሯ)
Our Company Invention PRC ZL202010775325.2 2020.08.05
116. /H1100/H1100/H1100/H1100A face recognition method,
face recognition device
and electronic equipment
(eɛᑕ
ᗆйༀໄʿཥɿண௪)
Our Company Invention PRC ZL202010776692.4 2020.08.05
117. /H1100/H1100/H1100/H1100Balance control method,
device, humanoid robot
and readable storage
medium (e
ༀໄeͷɛዚኜɛʿ̙ᛘ
πᎷʧሯ)
Our Company Invention PRC ZL202010781984.7 2020.08.06
118. /H1100/H1100/H1100/H1100Robot and its map
construction method and
device ( ዚኜɛʿՉήྡ࿴
ձༀໄ)
Our Company Invention PRC ZL202010843669.2 2020.08.20
119. /H1100/H1100/H1100/H1100An obstacle avoidance
method, device,
mechanical arm and
storage medium ( ɓ၇ᒒ
eༀໄeዚ૛ᑑʿ
πᎷʧሯ)
Our Company Invention PRC ZL202010862102.X 2020.08.25
120. /H1100/H1100/H1100/H1100Robot pose estimation
method, device, humanoid
robot and storage medium
(eༀ
ໄeͷɛዚኜɛʿπᎷʧ
ሯ)
Our Company Invention PRC ZL202010862104.9 2020.08.25
121. /H1100/H1100/H1100/H1100A robot footprint planning
method, device, readable
storage medium and robot
(ɓ၇ዚኜɛԑ༦஝ྌ˙
eༀໄe̙ᛘπᎷʧሯ
ʿዚኜɛ)
Our Company Invention PRC ZL202010887219.3 2020.08.28
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-23 –


--- page 749 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
122. /H1100/H1100/H1100/H1100Method, device, equipment
and storage medium for
determining stability of
camera shooting
parameters (ᙲਞᅰ
eༀໄe
ண௪ʿπᎷʧሯ)
Our Company Invention PRC ZL202010901148.8 2020.08.31
123. /H1100/H1100/H1100/H1100Chassis motor control
method, chassis motor
control device, robot and
medium (ᆵཥዚછՓ˙
ᆵཥዚછՓༀໄe
ዚኜɛʿʧሯ)
Our Company Invention PRC ZL202010916385.1 2020.09.03
124. /H1100/H1100/H1100/H1100Biped robot ( ᕐԑዚኜɛ) Our Company Invention PRC ZL202011055219.3 2020.09.29
125. /H1100/H1100/H1100/H1100Joint energy storage ancillary
structure, robot joint
structure and robot ( ᗫື
Ꮇঐпɢዚ࿴eዚኜɛᗫ
ືഐ࿴ʿዚኜɛ)
Our Company Invention PRC ZL202011196318.3 2020.10.30
126. /H1100/H1100/H1100/H1100Joint energy storage ancillary
structure, robot joint
structure and robot ( ᗫື
Ꮇঐпɢዚ࿴eዚኜɛᗫ
ືഐ࿴ʿዚኜɛ)
Our Company Invention PRC ZL202011196334.2 2020.10.30
127. /H1100/H1100/H1100/H1100Hip structure and humanoid
robot ( ᝏ௅ഐ࿴ʿͷɛዚ
ኜɛ)
Our Company Invention PRC ZL202011196728.8 2020.10.30
128. /H1100/H1100/H1100/H1100A mapping method, device,
readable storage medium,
and robot (ྡ˙
ၑዚ̙ᛘπ
Ꮇʧሯʿዚኜɛ)
Our Company Invention PRC ZL202011232065.0 2020.11.06
129. /H1100/H1100/H1100/H1100Gait correction method,
device and equipment for
biped robot ( ᕐԑዚኜɛ
eༀໄձ
ၑዚண௪)
Our Company Invention PRC ZL202011284461.8 2020.11.17
130. /H1100/H1100/H1100/H1100Method, device, robot and
storage medium for
determining robot pose ( ዚ
eༀ
ໄeዚኜɛʿπᎷʧሯ)
Our Company Invention PRC ZL202011287700.5 2020.11.17
131. /H1100/H1100/H1100/H1100Method, device, readable
storage medium and robot
for passing narrow passage
(e
ༀໄe̙ᛘπᎷʧሯʿዚ
ኜɛ)
Our Company Invention PRC ZL202011330842.5 2020.11.24
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-24 –


--- page 750 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
132. /H1100/H1100/H1100/H1100Robot motion planning
method, device, mobile
robot and storage medium
(eༀ
ໄe̙୅ਗዚኜɛʿπᎷ
ʧሯ)
Our Company Invention PRC ZL202011383752.2 2020.11.30
133. /H1100/H1100/H1100/H1100Positioning method, device,
electronic device and
readable storage medium
(eༀໄeཥɿண
௪ʿ̙ᛘπᎷʧሯ)
Our Company Invention PRC ZL202011413611.0 2020.12.03
134. /H1100/H1100/H1100/H1100Black body detection method,
temperature measuring
robot, terminal equipment
and storage medium ( ල᜗
e಻๝ዚኜɛe
୞၌ண௪ʿπᎷʧሯ)
Our Company Invention PRC ZL202011415493.7 2020.12.07
135. /H1100/H1100/H1100/H1100Servo coding control
structure and servo module
(୲ዚᇜᇁછՓഐ࿴ʿ୲ዚ
ᅼଡ଼)
UBKang Invention PRC ZL202011415562.4 2020.12.07
136. /H1100/H1100/H1100/H1100Robot control method,
device, readable storage
medium and robot ( ዚኜ
ၑ
ዚ̙ᛘπᎷʧሯʿዚኜɛ)
Our Company Invention PRC ZL202011416299.0 2020.12.07
137. /H1100/H1100/H1100/H1100A model training method,
model training device and
intelligent equipment ( ɓ
৅
ᇖༀໄʿ౽ঐண௪)
Our Company Invention PRC ZL202011424297.6 2020.12.08
138. /H1100/H1100/H1100/H1100Motion track planning
method and device of
robotic arm, robotic arm
and storage medium ( ዚ
ج
ʿༀໄeዚ૛ᑑʿπᎷʧ
ሯ)
Our Company Invention PRC ZL202011435841.7 2020.12.10
139. /H1100/H1100/H1100/H1100Two-axis output servo and
robot ( ᕐൿ፩̈୲ዚʿዚ
ኜɛ)
Our Company Invention PRC ZL202011444264.8 2020.12.11
140. /H1100/H1100/H1100/H1100Robot and its method and
device for scanning piles
(ج
ձༀໄ)
Our Company Invention PRC ZL202011517431.7 2020.12.21
141. /H1100/H1100/H1100/H1100A robot pose control method,
device and robot ( ɓ၇ዚ
eༀໄ
ʿዚኜɛ)
Our Company Invention PRC ZL202011532454.5 2020.12.22
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-25 –


--- page 751 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
142 /H1100/H1100/H1100/H1100/H1100A robot torque control
method, device, readable
storage medium and robot
(ɓ၇ዚኜɛɢॉછՓ˙
eༀໄe̙ᛘπᎷʧሯ
ʿዚኜɛ)
Our Company Invention PRC ZL202011532379.2 2020.12.22
143. /H1100/H1100/H1100/H1100Method, device, humanoid
robot and readable storage
medium for acquiring
centroid state (࿒
eༀໄeͷɛዚ
ኜɛձ̙ᛘπᎷʧሯ)
Our Company Invention PRC ZL202011535826.X 2020.12.23
144. /H1100/H1100/H1100/H1100A robot centroid planning
method, device, readable
storage medium and robot
(ɓ၇ዚኜɛሯː஝ྌ˙
eༀໄe̙ᛘπᎷʧሯ
ʿዚኜɛ)
Our Company Invention PRC ZL202011547544.1 2020.12.24
145. /H1100/H1100/H1100/H1100A robot condition estimation
method, device, readable
storage medium and robot
(˙
eༀໄe̙ᛘπᎷʧሯ
ʿዚኜɛ)
Our Company Invention PRC ZL202011547547.5 2020.12.24
146. /H1100/H1100/H1100/H1100A control method, control
device and robot ( ɓ၇છ
eછՓༀໄʿዚኜ
ɛ)
Our Company Invention PRC ZL202011565456.4 2020.12.25
147. /H1100/H1100/H1100/H1100Servo module and robot ( ୲
ዚᅼଡ଼ʿዚኜɛ)
UBKang Invention PRC ZL202011588807.3 2020.12.28
148. /H1100/H1100/H1100/H1100Inverse kinematics analysis
method, device and
equipment of mechanical
arm (৕༶ਗኪ༆
eༀໄʿண௪)
UBKang Invention PRC ZL202011605529.8 2020.12.29
149. /H1100/H1100/H1100/H1100Joint motion mechanism and
robot ( ᗫື༶ਗዚ࿴ʿዚ
ኜɛ)
Our Company Invention PRC ZL202011617517.7 2020.12.30
150. /H1100/H1100/H1100/H1100A humanoid robot control
method, device, equipment
and storage medium ( ɓ၇
eༀ
ၑዚண௪ʿπᎷʧ
ሯ)
Our Company Invention PRC ZL202011626497.X 2020.12.30
151. /H1100/H1100/H1100/H1100Monitoring method and
device of ultraviolet
sterilizing equipment and
ultraviolet sterilizing
system (ٙ
eༀໄʿഓ̮ᇞ
૨ഽӻ୕)
UBKang Invention PRC ZL202110143148.0 2021.02.02
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-26 –


--- page 752 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
152. /H1100/H1100/H1100/H1100Human-machine cooperative
control method, device
and robot (ɛዚ
eༀໄձዚ
ኜɛ)
Our Company Invention PRC ZL202110179249.3 2021.02.07
153. /H1100/H1100/H1100/H1100A robot trajectory planning
method, device, readable
storage medium and robot
(༦஝ྌ˙
eༀໄe̙ᛘπᎷʧሯ
ʿዚኜɛ)
Our Company Invention PRC ZL202110194548.4 2021.02.21
154. /H1100/H1100/H1100/H1100Robot swing leg landing
detection method, device
and robot ( ዚኜɛᓖਗၺ
eༀໄձዚ
ኜɛ)
Our Company Invention PRC ZL202110209706.9 2021.02.24
155 /H1100/H1100/H1100/H1100/H1100A torque control method,
device, terminal equipment
and storage medium ( ɓ၇
eༀໄe୞
၌ண௪ʿπᎷʧሯ)
Our Company Invention PRC ZL202110206469.0 2021.02.24
156 /H1100/H1100/H1100/H1100/H1100Decoupling control method
and device for humanoid
robot and humanoid robot
(༆ᇩછՓ˙
eༀໄձͷɛዚኜɛ)
Our Company Invention PRC ZL202110209690.1 2021.02.24
157. /H1100/H1100/H1100/H1100Multi-legged robot load
balancing method, device
and multi-legged robot ( ε
e
ༀໄձεԑዚኜɛ)
Our Company Invention PRC ZL202110247296.7 2021.03.05
158. /H1100/H1100/H1100/H1100Connecting rod structure,
robot fingers and robot ( ஹ
ʿዚ
ኜɛ)
Our Company Invention PRC ZL202110261846.0 2021.03.10
159. /H1100/H1100/H1100/H1100A method for inverse solution
of arm angle interval of a
mechanical arm, device
and terminal equipment
(ٙ
eༀໄʿ୞၌ண
௪)
Our Company Invention PRC ZL202110290519.8 2021.03.18
160. /H1100/H1100/H1100/H1100A robot calibration method,
device, robot and storage
medium (֛
eༀໄeዚኜɛʿπ
Ꮇʧሯ)
Our Company Invention PRC ZL202110296720.7 2021.03.19
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-27 –


--- page 753 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
161. /H1100/H1100/H1100/H1100A method, device, readable
storage medium and
robotic arm for motion
planning of a robotic arm
(ɓ၇ዚ૛ᑑ༶ਗ஝ྌ˙
eༀໄe̙ᛘπᎷʧሯ
ʿዚ૛ᑑ)
Our Company Invention PRC ZL202110301126.2 2021.03.22
162. /H1100/H1100/H1100/H1100A robot control method,
controller, robot and
control system ( ɓ၇ዚኜ
eછՓኜe
ዚኜɛʿછՓӻ୕)
Our Company Invention PRC ZL202110302928.5 2021.03.22
163. /H1100/H1100/H1100/H1100A control method, control
system and intelligent
device (eછ
Փӻ୕ʿ౽ᅆண௪)
Our Company Invention PRC ZL202110327255.9 2021.03.26
164. /H1100/H1100/H1100/H1100Finger structure and robot ( ˓
ഐ࿴ʿዚኜɛ)
Our Company Invention PRC ZL202110330583.4 2021.03.26
165. /H1100/H1100/H1100/H1100Robot forward kinematics
solution method, device,
readable storage medium
and robot ( ዚኜɛ͍༶ਗ
eༀໄe̙ᛘ
πᎷʧሯʿዚኜɛ)
Our Company Invention PRC ZL202110334669.4 2021.03.29
166. /H1100/H1100/H1100/H1100A robot control method,
device and robot ( ɓ၇ዚ
eༀໄʿ
ዚኜɛ)
Our Company Invention PRC ZL202110343464.2 2021.03.30
167. /H1100/H1100/H1100/H1100Motion control method,
device, robot control
device and readable
storage medium ( ༶ਗછ
eༀໄeዚኜɛછ
Փண௪ʿ̙ᛘπᎷʧሯ)
Our Company Invention PRC ZL202110349082.0 2021.03.31
168. /H1100/H1100/H1100/H1100Robot motion control method,
device and robot ( ዚኜɛ
eༀໄձዚ
ኜɛ)
Our Company Invention PRC ZL202110360660.0 2021.04.02
169. /H1100/H1100/H1100/H1100Robot control method,
device, computer readable
storage medium and robot
(eༀໄe
ཥ໘̙ᛘπᎷʧሯʿዚኜ
ɛ)
Our Company Invention PRC ZL202110479498.4 2021.04.30
170. /H1100/H1100/H1100/H1100Centroid pose estimation
method, device, readable
storage medium, and robot
(eༀ
ၑዚ̙ᛘπᎷʧሯ
ʿዚኜɛ)
Our Company Invention PRC ZL202110479942.2 2021.04.30
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-28 –


--- page 754 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
171. /H1100/H1100/H1100/H1100A robot autonomous
operation method, device,
robot and storage medium
(ɓ၇ዚኜɛІ˴Ъุ˙
eༀໄeዚኜɛʿπᎷ
ʧሯ)
Our Company Invention PRC ZL202110571634.2 2021.05.25
172. /H1100/H1100/H1100/H1100Massage motion control
method, device, robot
control device and storage
medium (ᅙ༶ਗછՓ˙
eༀໄeዚኜɛછՓண
௪ʿπᎷʧሯ)
Our Company Invention PRC ZL202110577585.3 2021.05.26
173. /H1100/H1100/H1100/H1100Robot’s admittance control
method, admittance
control system and robot
(e
ኬॶછՓӻ୕ձዚኜɛ)
Our Company Invention PRC ZL202110578796.9 2021.05.26
174. /H1100/H1100/H1100/H1100Robot balance control
method, device, robot
control device and storage
medium ( ዚኜɛ̻ፅછՓ
eༀໄeዚኜɛછՓ
ண௪ʿπᎷʧሯ)
Our Company Invention PRC ZL202110579167.8 2021.05.26
175. /H1100/H1100/H1100/H1100Humanoid robot balance
control method, device
and humanoid robot ( ͷɛ
eༀ
ໄձͷɛዚኜɛ)
Our Company Invention PRC ZL202110592574.2 2021.05.28
176. /H1100/H1100/H1100/H1100Automatic calibration
alignment system and
method (࿁Зӻ
ج)
Our Company Invention PRC ZL202110601327.4 2021.05.31
177. /H1100/H1100/H1100/H1100Visual positioning method,
device and equipment ( ൖ
ၑ
ዚண௪)
Our Company Invention PRC ZL202110618509.2 2021.06.03
178. /H1100/H1100/H1100/H1100Condition estimation method
for parallel configuration
of humanoid robot, device,
equipment and media ( Ԩ
࿒
eༀໄeண௪ʿ
ʧሯ)
Our Company Invention PRC ZL202110634737.9 2021.06.08
179. /H1100/H1100/H1100/H1100Multi-target tracking method,
device, equipment and
storage medium ( εͦᅺ৛
eༀໄeண௪ʿπ
Ꮇʧሯ)
Our Company Invention PRC ZL202110640635.8 2021.06.09
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-29 –


--- page 755 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
180. /H1100/H1100/H1100/H1100Method, device, robot and
storage medium for
determining robot pose ( ዚ
eༀ
ໄeዚኜɛʿπᎷʧሯ)
Our Company Invention PRC ZL202110709447.6 2021.06.25
181. /H1100/H1100/H1100/H1100A robot motion analysis
method, device, readable
storage medium and robot
(˙
eༀໄe̙ᛘπᎷʧሯ
ʿዚኜɛ)
Our Company Invention PRC ZL202110818134.4 2021.07.20
182. /H1100/H1100/H1100/H1100Robot foot end collision
stability control method,
device and footed robot
(છՓ
eༀໄձԑόዚኜɛ)
Our Company Invention PRC ZL202110846375.X 2021.07.26
183. /H1100/H1100/H1100/H1100A method for determining
configuration information
of robot joints, device and
terminal equipment ( ɓ၇
ٙࢹڦ
eༀໄʿ୞၌ண
௪)
Our Company Invention PRC ZL202110937653.2 2021.08.16
184. /H1100/H1100/H1100/H1100A dynamic obstacle
avoidance method for
robot, device and robot
(ɓ၇ዚኜɛਗ࿒ᒒღ˙
eༀໄձዚኜɛ)
Our Company Invention PRC ZL202110975114.8 2021.08.24
185. /H1100/H1100/H1100/H1100Biped robot dance balance
control method, device
and biped robot ( ᕐԑዚ
e
ༀໄձᕐԑዚኜɛ)
Our Company Invention PRC ZL202110975302.0 2021.08.24
186. /H1100/H1100/H1100/H1100Robot joint pose optimization
method, robot control
method and robot ( ዚኜɛ
eዚኜ
ձዚኜɛ)
Our Company Invention PRC ZL202110976981.3 2021.08.24
187. /H1100/H1100/H1100/H1100A robot obstacle avoidance
method, device and robot
(eༀ
ໄձዚኜɛ)
Our Company Invention PRC ZL202110977027.6 2021.08.24
188. /H1100/H1100/H1100/H1100Two-armed robot control
method, device, two-armed
robot and readable storage
medium ( ᕐᑑዚኜɛછՓ
eༀໄeᕐᑑዚኜɛ
ձ̙ᛘπᎷʧሯ)
Our Company Invention PRC ZL202110982414.9 2021.08.25
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-30 –


--- page 756 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
189. /H1100/H1100/H1100/H1100Two-legged machine walking
control method, device
and equipment ( ᕐԑዚኜ
eༀໄձ
ၑዚண௪)
Our Company Invention PRC ZL202111023763.4 2021.09.02
190. /H1100/H1100/H1100/H1100Control method for
cooperative transportation
by robot, device and
equipment ( ዚኜɛ՘Νย
ࠇ
ၑዚண௪)
Our Company Invention PRC ZL202111054669.5 2021.09.09
191. /H1100/H1100/H1100/H1100Throwing trajectory planning
method for redundant arm
of humanoid robot, device
and medium ( ͷɛዚኜɛ
༦஝
eༀໄʿʧሯ)
Our Company Invention PRC ZL202111082022.3 2021.09.15
192. /H1100/H1100/H1100/H1100Joint acceleration planning
method, device, equipment
and medium for redundant
robots (ᗫ
eༀ
ໄeண௪ʿʧሯ)
Our Company Invention PRC ZL202 111133210.4 2021.09.27
193. /H1100/H1100/H1100/H1100Robot control method,
device, robot and readable
storage medium ( ዚኜɛછ
eༀໄeዚኜɛձ
̙ᛘπᎷʧሯ)
Our Company Invention PRC ZL202 111137896.4 2021.09.27
194. /H1100/H1100/H1100/H1100Robot control method,
device, robot and storage
medium ( ዚኜɛછՓ˙
eༀໄeዚኜɛʿπᎷ
ʧሯ)
Our Company Invention PRC ZL202 111163727.8 2021.09.30
195. /H1100/H1100/H1100/H1100Control method, device,
equipment and medium of
humanoid robot joint ( ͷ
છՓ˙
eༀໄeண௪ʿʧሯ)
Our Company Invention PRC ZL202111297037.1 2021.11.04
196. /H1100/H1100/H1100/H11003D pose estimation method,
device, computer
equipment and storage
medium (3D˙
ၑዚண௪ʿ
πᎷʧሯ)
Our Company Invention PRC ZL202111427804.6 2021.11.29
197. /H1100/H1100/H1100/H1100Bounce motion control
method and device of
biped robot and biped
robot (ᅁ༪
eༀໄʿᕐ
ԑዚኜɛ)
Our Company Invention PRC ZL202111528491.3 2021.12.14
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-31 –


--- page 757 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
198. /H1100/H1100/H1100/H1100A robot control method,
device, terminal device
and storage medium ( ɓ၇
eༀໄe
୞၌ண௪ʿπᎷʧሯ)
Our Company Invention PRC ZL202111632915.0 2021.12.28
199. /H1100/H1100/H1100/H1100Mechanical arm gripping
control method, device,
robot and readable storage
medium (છՓ
eༀໄeዚኜɛձ̙
ᛘπᎷʧሯ)
Our Company Invention PRC ZL202111443726.9 2021.11.30
200. /H1100/H1100/H1100/H1100A robot balance control
method, device, readable
storage medium and robot
(ɓ၇ዚኜɛ̻ፅછՓ˙
eༀໄe̙ᛘπᎷʧሯ
ʿዚኜɛ)
Our Company Invention PRC ZL202111221807.4 2021.10.20
201. /H1100/H1100/H1100/H1100Robot control method,
device, computer readable
storage medium and robot
(eༀໄe
ၑዚ̙ᛘπᎷʧሯʿዚ
ኜɛ)
Our Company Invention PRC ZL202111214282.1 2021.10.19
202. /H1100/H1100/H1100/H1100A robot hand eye calibration
method, device, readable
storage medium and robot
(˙
eༀໄe̙ᛘπᎷʧሯ
ʿዚኜɛ)
Our Company Invention PRC ZL202110114619.5 2021.01.26
203. /H1100/H1100/H1100/H1100Robot mapping method,
device, computer readable
storage medium and robot
(eༀໄe
ၑዚ̙ᛘπᎷʧሯʿዚ
ኜɛ)
Our Company Invention PRC ZL202011330699.X 2020.11.24
204. /H1100/H1100/H1100/H1100A robot and its climbing
stairs control method and
device (م
ձༀໄ)
Our Company Invention PRC ZL201911266155.9 2019.12.11
205. /H1100/H1100/H1100/H1100Robot navigation method,
system, robot and storage
medium ( ዚኜɛኬঘ˙
eӻ୕eዚኜɛʿπᎷ
ʧሯ)
Our Company Invention PRC ZL201911159641.0 2019.11.22
206. /H1100/H1100/H1100/H1100Robot and its integrated
joints ( ዚኜɛʿՉණϓᗫ
ື)
Our Company Invention PRC ZL201980064069.1 2019.09.30
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-32 –


--- page 758 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
207. /H1100/H1100/H1100/H1100A robot position confirmation
method, device, readable
storage medium and robot
(˙
eༀໄe̙ᛘπᎷʧሯ
ʿዚኜɛ)
Our Company Invention PRC ZL201910800816.5 2019.08.28
208. /H1100/H1100/H1100/H1100Pedestrian detection and
tracking method,
apparatus, terminal device
and medium ( БɛᏨ಻༧
eༀໄe୞၌ண௪
ʿʧሯ)
Our Company Invention PRC ZL201811641863.1 2018.12.29
209. /H1100/H1100/H1100/H1100Path tracking method and
terminal device (༧ᔳ
ʿ୞၌ண௪)
Our Company Invention PRC ZL201811289515.2 2018.10.31
210. /H1100/H1100/H1100/H1100Servo components, robot joint
structure and robot ( ɓ၇
୲ዚଡ଼΁eዚኜɛᗫືഐ
࿴ʿዚኜɛ)
Our Company Invention PRC ZL201711365286.3 2017.12.18
211. /H1100/H1100/H1100/H1100A servo of entertainment
robot (ᆀዚኜɛ୲
ዚ)
Our Company Utility
model
PRC ZL201520516530.1 2015.07.15
212. /H1100/H1100/H1100/H1100Toy assembling parts
(ʩ΁)
Our Company Utility
model
PRC ZL201620237103.4 2016.03.24
213. /H1100/H1100/H1100/H1100Robot joint structure
(ዚኜɛᗫືഐ࿴)
Our Company Utility
model
PRC ZL201620505834.2 2016.05.27
214. /H1100/H1100/H1100/H1100A robot ( ɓ၇ዚኜɛ) Our Company Utility
model
PRC ZL201822240151.0 2018.12.28
215. /H1100/H1100/H1100/H1100A robot ( ɓ၇ዚኜɛ) Our Company Utility
model
PRC ZL201822241357.5 2018.12.28
216. /H1100/H1100/H1100/H1100Frame and wheelchair
(ʿቃಉ)
Our Company Utility
model
PRC ZL202123300921.4 2021.12.24
217. /H1100/H1100/H1100/H1100Vibration-absorbing Wheel
Assembly and Wheelchair
(ቃଡ଼΁ʿቃಉ)
Our Company Utility
model
PRC ZL202123340713.7 2021.12.28
218. /H1100/H1100/H1100/H1100Robot (entertainment type)
(ዚኜɛ(ۨ))
Our Company Design PRC ZL201330081207.2 2013.03.25
219. /H1100/H1100/H1100/H1100Robot (Alpha 1P) ( ዚኜɛ
(Alpha 1P))
Our Company Design PRC ZL201630060838.X 2016.03.04
220. /H1100/H1100/H1100/H1100Robot ( ዚኜɛ) Our Company Design PRC ZL201630496683.4 2016.10.10
221. /H1100/H1100/H1100/H1100Robot ( ዚኜɛ) Our Company Design PRC ZL201830039956.1 2018.01.27
222. /H1100/H1100/H1100/H1100Biped robot ( ᕐԑዚኜɛ) Our Company Design PRC ZL201830630987.4 2018.11.08
223. /H1100/H1100/H1100/H1100Inspection robot (Aimbot) ( Ԛ
Ꮸዚኜɛ(Aimbot))
Our Company Design PRC ZL201930477839.8 2019.08.30
224. /H1100/H1100/H1100/H1100Biped robot ( ᕐԑዚኜɛ) Our Company Design PRC ZL202030445569.5 2020.08.07
225. /H1100/H1100/H1100/H1100Disinfection robot
ऊ૨ዚኜɛ
Our Company Design PRC ZL202030606503.X 2020.10.13
226. /H1100/H1100/H1100/H1100Intelligent cat litter box
(T2091) (ޯ޻
T2091))
Our Company Design PRC ZL202130564483.9 2021.08.27
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-33 –


--- page 759 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
227. /H1100/H1100/H1100/H1100Robot ( ዚኜɛ) Our Company Design PRC ZL202230060640.7 2022.01.28
228. /H1100/H1100/H1100/H1100Servo of entertainment robot Our Company Invention United States US9931577B2 2016.09.19
229. /H1100/H1100/H1100/H1100Servomotor and control
method thereof
Our Company Invention United States US10084362B2 2016.10.18
230. /H1100/H1100/H1100/H1100Robot joint structure Our Company Invention United States US10518408B2 2016.10.18
231. /H1100/H1100/H1100/H1100Robot servo capable of
emitting light
Our Company Invention United States US9857036B1 2016.11.10
232. /H1100/H1100/H1100/H1100Face detecting and tracking
method and device and
method and system for
controlling rotation of
robot head
Our Company Invention United States US9892312B1 2016.11.10
233. /H1100/H1100/H1100/H1100Face detecting and tracking
method, method for
controlling rotation of
robot head and robot
Our Company Invention United States US10275639B2 2016.11.21
234. /H1100/H1100/H1100/H1100Toy assembling apparatus Our Company Invention United States US10029187B2 2016.12.25
235. /H1100/H1100/H1100/H1100Robot head rotating structure Our Company Invention United States US10183403B2 2017.03.02
236. /H1100/H1100/H1100/H1100Robot with rotary structure Our Company Invention United States US10307914B2 2017.03.02
237. /H1100/H1100/H1100/H1100Anti-falling robots, anti-
falling method, and anti-
falling device of robots
during power outage
Our Company Invention United States US10059393B2 2017.06.26
238. /H1100/H1100/H1100/H1100Distance measuring method
of robot, robot thereof,
and recharging system
Our Company Invention United States US10528058B2 2017.09.29
239. /H1100/H1100/H1100/H1100Recharging alignment method
of robot, and the robot
thereof
Our Company Invention United States US10635115B2 2017.09.30
240. /H1100/H1100/H1100/H1100Robot motion path planning
method, apparatus and
terminal device
Our Company Invention United States US10821605B2 2018.07.02
241. /H1100/H1100/H1100/H1100Servo and robot having the
same
Our Company Invention United States US10960538B2 2018.08.09
242. /H1100/H1100/H1100/H1100Image processing method and
system
Our Company Invention United States US10447992B1 2018.08.17
243. /H1100/H1100/H1100/H1100Gait control method, device,
and terminal device for
biped robot
Our Company Invention United States US11022983B2 2018.10.28
244. /H1100/H1100/H1100/H1100Method for controlling
walking of robot and robot
Our Company Invention United States US11045945B2 2018.12.06
245. /H1100/H1100/H1100/H1100Servo assembly, robot joint
and robot
Our Company Invention United States US10500734B1 2018.12.20
246. /H1100/H1100/H1100/H1100Biped robot equivalent
trajectory generating
method and biped robot
using the same
Our Company Invention United States US11061407B2 2018.12.23
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-34 –


--- page 760 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
247. /H1100/H1100/H1100/H1100Robot, method for controlling
motion of a robot and
non-transitory readable
medium
Our Company Invention United States US11020853B2 2018.12.25
248. /H1100/H1100/H1100/H1100Finger of robotic hand and
robot having the same
Our Company Invention United States US10384352B1 2018.12.27
249. /H1100/H1100/H1100/H1100Chassis with wheels Our Company Invention United States US10906585B2 2018.12.27
250. /H1100/H1100/H1100/H1100Motion target direction angle
obtaining method,
apparatus and robot using
the same
Our Company Invention United States US10875178B2 2018.12.28
251. /H1100/H1100/H1100/H1100Finger of robotic hand and
robot having the same
Our Company Invention United States US10634225B1 2018.12.29
252. /H1100/H1100/H1100/H1100Finger of robotic hand and
robot having the same
Our Company Invention United States US10857681B2 2019.03.30
253. /H1100/H1100/H1100/H1100Robotic hand Our Company Invention United States US11465298B2 2019.03.30
254. /H1100/H1100/H1100/H1100Positioning method and robot
using the same
Our Company Invention United States US10783661B2 2019.05.20
255. /H1100/H1100/H1100/H1100Relocalization method and
robot using the same
Our Company Invention United States US11045953B2 2019.05.31
256. /H1100/H1100/H1100/H1100Obstacle detection method
and apparatus and robot
using the same
Our Company Invention United States US11287828B2 2019.05.31
257. /H1100/H1100/H1100/H1100Robot and audio data
processing method thereof
Our Company Invention United States US10827258B2 2019.06.21
258. /H1100/H1100/H1100/H1100Robot and auto data
processing method thereof
Our Company Invention United States US10667045B1 2019.06.21
259. /H1100/H1100/H1100/H1100Robot gait planning method
and robot with the same
Our Company Invention United States US11420694B2 2019.06.26
260. /H1100/H1100/H1100/H1100Object pose tracking method
and apparatus
Our Company Invention United States US11170528B2 2019.08.23
261. /H1100/H1100/H1100/H1100Linear joint and legged robot
having the same
Our Company Invention United States US11485028B2 2019.09.11
262. /H1100/H1100/H1100/H1100Biped robot gait control
method and biped robot
Our Company Invention United States US11230001B2 2019.09.17
263. /H1100/H1100/H1100/H1100Path tracking method and
mobile robot using the
same
Our Company Invention United States US11287825B2 2019.09.20
264. /H1100/H1100/H1100/H1100Virtual rail based cruise
method and apparatus and
robot using the same
Our Company Invention United States US11260529B2 2019.09.27
265. /H1100/H1100/H1100/H1100Localization method and
robot using the same
Our Company Invention United States US11474204B2 2019.12.02
266. /H1100/H1100/H1100/H1100Robot pose determination
method and apparatus and
robot using the same
Our Company Invention United States US11498227B2 2019.12.11
267. /H1100/H1100/H1100/H1100Rotation angle detection
method and device thereof
Our Company Invention United States US11346648B2 2019.12.25
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-35 –


--- page 761 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
268. /H1100/H1100/H1100/H1100Sentence generation method,
sentence generation
apparatus, and smart
device
Our Company Invention United States US11501082B2 2020.01.05
269. /H1100/H1100/H1100/H1100Method for imitation of
human arm by robotic
arm, computer readable
storage medium, and robot
Our Company Invention United States US11331802B2 2020.01.05
270. /H1100/H1100/H1100/H1100Face image quality evaluating
method and apparatus and
computer readable storage
medium using the same
Our Company Invention United States US11126824B2 2020.03.01
271. /H1100/H1100/H1100/H1100Face identification method
and terminal device using
the same
Our Company Invention United States US11232289B2 2020.03.12
272. /H1100/H1100/H1100/H1100Robotic arm control method
and apparatus and terminal
device using the same
Our Company Invention United States US11325247B2 2020.03.12
273. /H1100/H1100/H1100/H1100Robotic assistant UBKang Invention United States US11518042B2 2020.05.09
274. /H1100/H1100/H1100/H1100Wheeled base UBKang Invention United States US11511437B2 2020.07.07
275. /H1100/H1100/H1100/H1100Method for utterance
generation, smart device,
and computer readable
storage medium
Our Company Invention United States US11282502B2 2020.08.31
276. /H1100/H1100/H1100/H1100Tendon-driven robotic hand Futronics (NA)
Corporation,
Our
Company
Invention United States US11325264B1 2020.11.12
277. /H1100/H1100/H1100/H1100Loop closure detection
method, mobile device and
computer readable storage
medium
Our Company Invention United States US11423646B2 2020.11.20
278. /H1100/H1100/H1100/H1100Method and apparatus for
face recognition and
computer readable storage
medium
Our Company Invention United States US11373443B2 2020.11.27
279. /H1100/H1100/H1100/H1100Streaming voice conversion
method and apparatus and
computer readable storage
medium using the same
Our Company Invention United States US11367456B2 2020.12.03
280. /H1100/H1100/H1100/H1100Speech synthesis method and
apparatus and computer
readable storage medium
using the same
Our Company Invention United States US11417316B2 2020.12.08
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-36 –


--- page 762 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
281. /H1100/H1100/H1100/H1100Gesture recognition method
and terminal device and
computer readable storage
medium using the same
Our Company Invention United States US11423701B2 2020.12.10
282. /H1100/H1100/H1100/H1100Humanoid robot and its
control method and
computer readable storage
medium
Our Company Invention United States US11472024B2 2020.12.24
283. /H1100/H1100/H1100/H1100Method for extracting image
of face detection and
device thereof
Our Company Invention United States US11475707B2 2020.12.27
284. /H1100/H1100/H1100/H1100Mobile robot control method,
computer-implemented
storage medium and
mobile robot
UBKang Invention United States US11429112B2 2020.12.31
285. /H1100/H1100/H1100/H1100Scene data obtaining method
and model training
method, apparatus and
computer readable storage
medium using the same
Our Company Invention United States US11461958B2 2021.03.30
286. /H1100/H1100/H1100/H1100System and method for
multichannel speech
detection
UBKang Invention United States US11514927B2 2021.04.16
287. /H1100/H1100/H1100/H1100Articulated rack for actuation
of a robotic drawer
UBKang Invention United States US11406185B1 2021.06.25
288. /H1100/H1100/H1100/H1100Robot Our Company Design United States USD872152S 2018.06.29
289. /H1100/H1100/H1100/H1100Robot Our Company Design United States USD911459S 2018.08.30
290. /H1100/H1100/H1100/H1100Robotic assistant and method
for controlling the same
UBKang Invention United States US11554071B2 2021.09.07
291. /H1100/H1100/H1100/H1100Map database, creation
method, mobile machine
using the same, and
computer readable storage
medium
Our Company Invention United States US11710277B2 2021.09.23
292. /H1100/H1100/H1100/H1100Dynamic gesture recognition
method, device and
computer-readable storage
medium
Our Company Invention United States US11636712B2 2021.08.31
293. /H1100/H1100/H1100/H1100Mechanical arm Our Company Invention United States US11685043B2 2020.06.15
294. /H1100/H1100/H1100/H1100Humanoid robot and its
balance control method
and computer readable
storage medium
Our Company Invention United States US11642786B2 2020.12.31
295. /H1100/H1100/H1100/H1100Gait planning method,
computer-readable storage
medium and robot
Our Company Invention United States US11599118B2 2020.12.30
296. /H1100/H1100/H1100/H1100Navigation map updating
method and apparatus and
robot using the same
Our Company Invention United States US11629964B2 2020.04.09
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-37 –


--- page 763 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
297. /H1100/H1100/H1100/H1100Robot balance, control
method, computer-readable
storage medium and robot
Our Company Invention United States US11604466B2 2020.12.13
298. /H1100/H1100/H1100/H1100Robot control method,
computer-readable storage
medium and robot
Our Company Invention United States US11602848B2 2020.12.13
299. /H1100/H1100/H1100/H1100Robot control method,
computer-readable storage
medium and robot
Our Company Invention United States US11691284B2 2020.12.13
300. /H1100/H1100/H1100/H1100Robot climbing control
method and robot
Our Company Invention United States US11644841B2 2020.12.07
301. /H1100/H1100/H1100/H1100Biped robot and its moving
method, apparatus and
storage medium
Our Company Invention United States US11550335B2 2020.04.03
302. /H1100/H1100/H1100/H1100Robot joint structure Our Company Invention European
Union
EP3248735B1 2016.11.02
303. /H1100/H1100/H1100/H1100Entertainment robot servo Our Company Invention European
Union
EP3165267B1 2017.02.06
304. /H1100/H1100/H1100/H1100Charging station identifying
method and device
Our Company Invention European
Union
EP3557361B1 2019.04.16
305. /H1100/H1100/H1100/H1100Robots Our Company Design European
Union
005511763-0001 2018.07.24
306. /H1100/H1100/H1100/H1100Robots [toys] Our Company Design European
Union
005943651-0001 2018.12.24
307. /H1100/H1100/H1100/H1100Servo ( ୲ዚ) Our Company Invention Japan 6294410 2016.08.24
308. /H1100/H1100/H1100/H1100Toy assembling part buckle
device (ʩ΁̔ϔ
ༀໄ)
Our Company Invention Japan 6165954 2016.11.16
309. /H1100/H1100/H1100/H1100Robot joint structure ( ዚኜɛ
ᗫືഐ࿴)
Our Company Invention Japan 6228655 2016.11.21
310. /H1100/H1100/H1100/H1100Servo motor and its control
method (ཥዚʿՉછ
ج)
Our Company Invention Japan 6105143 2016.12.02
311. /H1100/H1100/H1100/H1100Face detection and tracking
method and device, robot
head rotation control
method and system ( ɛᑕ
ʿༀໄeዚ
ʿ
ӻ୕)
Our Company Invention Japan 6165959 2016.12.26
312. /H1100/H1100/H1100/H1100Motion path planning
method, apparatus, storage
medium and terminal
device for robot ( ዚኜɛ༶
eༀໄe
πᎷʧሯʿ୞၌ண௪)
Our Company Invention Japan 6443905 2018.07.20
313. /H1100/H1100/H1100/H1100Servo and robot ( ୲ዚʿዚኜ
ɛ
)
Our Company Invention Japan 6521552 2018.11.20
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-38 –


--- page 764 ---
No. Patent name Patentee
Type of
patent
Place of
registration Patent number
Application
date
(yyyy.mm.dd)
314. /H1100/H1100/H1100/H1100A robot and its audio-
processing method ( ɓ၇ዚ
ج)
Our Company Invention Japan 6692983 2019.11.18
315. /H1100/H1100/H1100/H1100Robot ( ዚኜɛ) Our Company Design Japan 1628097 2018.07.03
316. /H1100/H1100/H1100/H1100Biped robot ( ᕐԑዚኜɛ) Our Company Design Japan 1632897 2018.11.22
317. /H1100/H1100/H1100/H1100Wheelchair and walking
support robot ( ቃಉʿႾп
БԐዚኜɛ)
Our Company Design Japan 1710717 2021.12.13
318. /H1100/H1100/H1100/H1100Toy assembling parts buckle
device (ʩ΁̔ϔ
ༀໄ)
Our Company Invention South Korea 10-1995996 2017.03.16
319. /H1100/H1100/H1100/H1100Servo motor and its control
method (ཥዚʿՉછ
ج)
Our Company Invention South Korea 10-1908689 2017.04.07
320. /H1100/H1100/H1100/H1100Face detection and tracking
method and device, robot
head rotation control
method and system ( ɛᑕ
ʿༀໄeዚ
ʿӻ୕)
Our Company Invention South Korea 10-1881820 2017.07.19
321. /H1100/H1100/H1100/H1100Servo and robot having the
same ( ୲ዚʿዚኜɛ)
Our Company Invention South Korea 10-2066488 2018.11.20
322. /H1100/H1100/H1100/H1100Motion path planning
method, apparatus, storage
medium and terminal
device for robot ( ዚኜɛ༶
eༀໄe
πᎷʧሯʿ୞၌ண௪)
Our Company Invention South Korea 10-2113695 2018.12.27
323. /H1100/H1100/H1100/H1100Toy Robot (Ոዚኜɛ) Our Company Design South Korea 30-0986416 2018.07.13
324. /H1100/H1100/H1100/H1100Intelligent service robot ( ౽ঐ
ਕዚኜɛ)
Our Company Design South Korea 30-1016484 2018.11.22
325. /H1100/H1100/H1100/H1100Service robot
(ਕዚኜɛ)
Our Company,
UBTECH
North
America
Research
and
Development
Center Corp
Design South Korea 30-1186976 2021.12.21
3. Domain names
As at the Latest Practicable Date, we owned the following domain names which we consider to be
or may be material to our business:
No. Registered Owner Domain Name Period of Validity
1. /H1100/H1100Our Company ubtrobot.com 2022.12.22 – 2027.12.26
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-39 –


--- page 765 ---
C. FURTHER INFORMATION ABOUT OUR DIRECTORS, SUPERVISORS AND
SENIOR MANAGEMENT
1. Particulars of the Service Contracts
We have entered into a service contract or letter of appointment with each of our Directors and
Supervisors in respect of, among other things, (i) compliance of relevant laws of regulations and (ii)
observance of the Articles of Association. Such service contracts and letters of appointment have
terms of either three years commencing from the date of appointment or from the Listing Date.
Save as disclosed in “C. Further Information about Our Directors, Supervisors and Senior
Management — 1. Particulars of the Service Contracts” in this section, none of the Directors or
Supervisors has or is proposed to have a service contract with any member of our Group (other than
contracts expiring or determinable by the relevant employer within one year without the payment
of compensation other than statutory compensation).
2. Directors’ and Supervisors’ Remuneration
For details of the remuneration of Directors and Supervisors, see “Directors, Supervisors and Senior
Management — Remuneration Policy” and Note 10 to “Appendix I — Accountant’s Report”.
3. Disclosure of interests
(a) Interests and/or short positions of our Directors, Supervisors or chief executives in the
share capital of our Company and its associated corporations following completion of the
Global Offering
Immediately following completion of the Global Offering and Conversion of Domestic Shares into
H Shares (assuming the Over-Allotment Option is not exercised), the interests and/or short positions
of our Directors, Supervisors and chief executives in our Shares, underlying shares and debentures
of our Company and its associated corporations, within the meaning of Part XV of the SFO, which
will have to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of
Part XV of the SFO (including interests and short positions which he/she is taken or deemed to have
under such provisions of the SFO), or which will be required, pursuant to section 352 of the SFO,
to be recorded in the register referred to therein, or which will be required to be notified to our
Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by
Directors of Listed Companies contained in the Listing Rules, will be as follows:
Interest in our Company
Name of Director Nature of Interest
Class of
Shares
As of the Latest
Practicable Date
Immediately following the completion of the Global
Offering and Conversion of Domestic Shares into
H Shares (taking no account of any H Shares
which may be issued pursuant to the exercise
of the Over-Allotment Option)
Number of
Shares directly
or indirectly
held (1)
Approximate %
of the total
issued Share
capital of our
Company
Number of
Shares directly
or indirectly
held (1)
Approximate %
of the relevant
class of Shares
Approximate %
of the total
issued Share
capital of our
Company
Mr. Zhou Jian Beneficial owner Domestic
Shares
103,586,040 (L) 25.48 103,586,040 (L) 34.53 24.79
Interest in controlled
incorporation (2)
Domestic
Shares
14,538,600 (L) 3.58 14,538,600 (L) 4.85 3.48
Persons acting in
concert (3)
Domestic
Shares
95,709,960 (L) 23.54 90,020,103 (L) 30.01 21.54
H Shares — — 5,689,857 (L) 4.83 1.36
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-40 –


--- page 766 ---
Name of Director Nature of Interest
Class of
Shares
As of the Latest
Practicable Date
Immediately following the completion of the Global
Offering and Conversion of Domestic Shares into
H Shares (taking no account of any H Shares
which may be issued pursuant to the exercise
of the Over-Allotment Option)
Number of
Shares directly
or indirectly
held (1)
Approximate %
of the total
issued Share
capital of our
Company
Number of
Shares directly
or indirectly
held (1)
Approximate %
of the relevant
class of Shares
Approximate %
of the total
issued Share
capital of our
Company
Mr. Xia Zuoquan Beneficial owner Domestic
Shares
22,888,800 (L) 5.63 22,888,800 (L) 7.63 5.48
Persons acting in
concert (3)
Domestic
Shares
190,945,800 (L) 46.97 185,255,943 (L) 61.76 44.34
H Shares — — 5,689,857 (L) 4.83 1.36
Mr. Xiong Y oujun Beneficial owner Domestic
Shares
8,290,743 (L) 2.04 8,290,743 (L) 2.76 1.98
Persons acting in
concert (3)
Domestic
Shares
205,543,857 (L) 50.56 199,854,000 (L) 66.63 47.83
H Shares — — 5,689,857 (L) 4.83 1.36
Ms. Wang Lin Beneficial owner Domestic
Shares
8,201,880 (L) 2.02 8,201,880 (L) 2.73 1.96
Interest in controlled
incorporation (4)
Domestic
Shares
39,599,280 (L) 9.74 39,599,280 (L) 13.20 9.48
Persons acting in
concert (3)
Domestic
Shares
166,033,440 (L) 40.84 160,343,583 (L) 53.45 38.37
H Shares — — 5,689,857 (L) 4.83 1.36
Notes:
(1) The letter “L” denotes the person’s long position in the Shares.
(2) As at the Latest Practicable Date, Shenzhen Sanciyuan directly held 14,538,600 Domestic Shares. Mr. Zhou Jian is
the general partner of Shenzhen Sanciyuan. By virtue of the SFO, Mr. Zhou Jian is deemed to be interested in all the
Shares held by Shenzhen Sanciyuan.
(3) Each of Mr. Zhao Guoqun, Mr. Xia Y ongjun, Ms. Wang Lin, Mr. Xiong Y oujun, Mr. Xia Zuoquan and Shenzhen
Zhineng Y ouxuan has entered into a concert party agreement with Mr. Zhou Jian. For further details, see “Relationship
with our Controlling Shareholders”. By virtue of the SFO, each of Mr. Zhou Jian, Mr. Zhao Guoqun, Mr. Xia Y ongjun,
Ms. Wang Lin, Mr. Xiong Y oujun, Mr. Xia Zuoquan and Shenzhen Zhineng Y ouxuan is deemed to be interested in
all the Shares which each other is interested in.
(4) Ms. Wang Lin is the general partner of Shenzhen Evolution. By virtue of the SFO, Ms. Wang Lin is deemed to be
interested in all of the Shares held by Shenzhen Evolution.
Interest in our associated corporation
Name of Director
Name of associated
corporation Nature of Interest
Approximate
shareholding
percentage
as of the Latest
Practicable Date
Mr. Xia Zuoquan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Wuxi Uqi (1) Interest in controlled
incorporation (2)
12.07%
Notes:
(1) Wuxi Uqi is a subsidiary of the Company. Please see “History, Development and Corporate Structure — Our Major
Subsidiaries — Wuxi Uqi”.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-41 –


--- page 767 ---
(2) Suzhou Zhengxuan and Guangzhou Zhengxuan directly hold approximately 6.64% and 5.43% shareholding interest
in Wuxi Uqi respectively. The general partners of Suzhou Zhengxuan and Guangzhou Zhengxuan are Shenzhen
Zhengxuan Qianzhan Zhihe Investment Company Limited* (ʮ̡) and Shenzhen
Zhengxuan Lihang V enture Capital Limited Partnership* ( ଉέ̹͍৐ᎸБ௴ุҳ༟ΥྫΆุ(Υྫ))
respectively, which are both ultimately controlled by Mr. Xia Zuoquan. Please see “History, Development and
Corporate Structure — Our Major Subsidiaries — Wuxi Uqi”.
Save as disclosed in “C. Further Information about Our Directors, Supervisors and Senior
Management — 3. Disclosure of Interests” in this section, none of the Directors, Supervisors or the
chief executive of our Company will, immediately following completion of the Global Offering and
Conversion of Domestic Shares into H Shares, has any interests and/or short positions in the Shares,
underlying Shares and debentures of our Company and its associated corporations (within the
meaning of Part XV of the SFO), which will have to be notified to our Company and the Stock
Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short
positions which he/she is taken or deemed to have under such provisions of the SFO), or which will
be required, pursuant to section 352 of the SFO, to be recorded in the register referred to therein,
or which will be required to be notified to our Company and the Stock Exchange pursuant to the
Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing
Rules.
(b) Interests and short positions disclosable under Divisions 2 and 3 of Part XV of the SFO
For information on the persons who will, immediately following the completion of the Global
Offering and the Conversion of Domestic Shares into H Shares, 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 2 and 3 of Part XV of the SFO, or directly
or indirectly be interested in 10% or more of the nominal value of any class of share capital carrying
rights to vote in all circumstances at general meetings of any other member of our Group, see the
section headed “Substantial Shareholders”.
4. Disclaimers
(a) Save as disclosed in “E. Other Information — 6. Promoters” in this section, none of our
Directors or Supervisors has any direct or indirect interest in the promotion of our Company,
or in any assets which have within the two years immediately preceding the date of this
prospectus been acquired or disposed of by or leased to any member of our Group, or are
proposed to be acquired or disposed of by or leased to any member of our Group;
(b) Save in connection with the Underwriting Agreements, none of our Directors or Supervisors
nor any of the experts referred to in “E. Other Information — 7. Qualifications of Experts”
below, is materially interested in any contract or arrangement subsisting at the date of this
prospectus which is significant in relation to the business of the Group.
(c) No cash, securities or other benefit has been paid, allotted or given within the two years
preceding the date of this prospectus to any promoter of our Company nor is any such cash
securities or benefit intended to be paid, allotted or given on the basis of the Global Offering
or related transactions as mentioned.
(d) None of our Directors or Supervisors or their close associates (as defined in the Listing Rules)
or the existing Shareholders (who, to the knowledge of our Directors, owns more than 5% of
our issued share capital) has any interest in any of the five largest customers or the five largest
suppliers of our Group;
(e) Save as disclosed in “Substantial Shareholders”, none of our Directors or Supervisors is a
director or employee of a company that has an interest in the share capital of our Company
which, once the H Shares are listed on the Hong Kong Stock Exchange, would have to be
disclosed pursuant to Divisions 2 and 3 of Part XV of the SFO.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-42 –


--- page 768 ---
D. Equity Incentive Schemes
Since 2015, we have approved and adopted the equity incentive schemes for the purpose of
motivating, retaining and rewarding talents for their contribution to the development of our Group
and linking the interests of the participants under the equity incentive schemes with those of our
Company and our Shareholders.
Given that no shares or options over shares in our Company or subsidiaries are granted pursuant to
the terms the equity incentive schemes, and no Awards will be further granted after the Listing,
there will not be any dilution effect to the issued Shares after Listing and the equity incentive
schemes are not subject to the provisions of Chapter 17 of the Listing Rules.
Shenzhen Evolution, a limited partnership, was established as the “direct level incentive
shareholding platform” for the purpose of the equity incentive schemes, and held approximately
9.74% of the issued Shares in our Company as of the Latest Practicable Date. A number of other
limited partnerships have been established as the “indirect level incentive shareholding platforms”
which act as the limited partners of Shenzhen Evolution. Participants under the equity incentive
schemes may be granted partnership interest in the indirect level incentive shareholding platforms
(the “ Awards ”). As the indirect level incentive shareholding platforms own partnership interest in
Shenzhen Evolution which in turn owns our Shares directly, the participants would be indirectly
interested in our Shares.
As of the Latest Practicable Date, Ms. Wang Lin was the sole general partner of Shenzhen Evolution
and all of the indirect level incentive shareholding platforms. The above arrangement of the equity
incentive schemes could offer incentives to the participants through granting them indirect interest
in our Shares while allowing our core management team to retain control on the voting rights of the
incentive shareholding platforms in respect of our Shares.
The general principal terms of the equity incentive schemes are summarized below.
(a) Purpose
The equity incentive schemes were established for the purpose of motivating, retaining and
rewarding talents for their contribution to the development of our Group and linking the interests
of the participants under the equity incentive schemes with those of our Company and our
Shareholders.
(b) Participants
Participants include the directors, supervisors, senior management and other core employees of our
Group and other designated persons.
(c) Grant of Awards
The participants may be granted limited partnership interest (the “ Award”) in the indirect level
incentive shareholding platforms at a consideration specified under the grant agreements, and each
becomes a limited partner of the indirect level incentive shareholding platforms upon grant of the
Awards.
(d) Administration of the equity incentive schemes
The equity incentives schemes are subject to approval of the shareholders and the Board. Mr. Zhou
Jian is responsible for matters pertaining to the implementation of the equity incentive schemes,
including but not limited to determining the identity of grantees and the number and considerations
of grants.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-43 –


--- page 769 ---
(e) Lock-up period and return of granted Awards
Subject to requirements which may vary among each equity incentive schemes, the granted Awards
may be bound by a lock-up period, and the participants may also be requested to return the granted
Awards upon the occurrence of certain events.
(f) Details of Awards
As of the Latest Practicable Date, (i) 41 indirect level incentive shareholding platforms have been
established for the purpose of the equity incentive schemes; (ii) there is an aggregate number of 689
participants holding partnership interest in the indirect level incentive shareholding platforms; and
(iii) none of our Directors or Supervisors held more than one-third of the partnership interest in any
of the indirect level incentive shareholding platforms.
For details of the Awards during the Track Record Period, see Note 30 to “Appendix I –
Accountant’s Report”.
E. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall on our
Group.
2. Litigation
As of the Latest Practicable Date, save as disclosed in “Business — Legal Proceedings”, we are not
involved in any material litigation, arbitration or administrative proceedings, and so far as our
Directors are aware, no such material litigation, arbitration or administrative proceedings are
pending or threatened against any members of our Group.
3. Sole Sponsor
The Sole Sponsor has declared its independence pursuant to Rule 3A.07 of the Listing Rules. The
Sole Sponsor has made an application on our behalf to the Hong Kong Stock Exchange for listing
of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering (including
the additional H Shares which may be issued pursuant to the exercise of the Over-Allotment
Option). All necessary arrangements have been made to enable our H Shares to be admitted into
CCASS.
Pursuant to the engagement letter entered into between our Company and the Sole Sponsor, we have
agreed to pay the Sole Sponsor a fee of US$1,000,000 to act as the sponsor of our Company in
connection with the proposed Listing.
4. Compliance Adviser
We have appointed Guotai Junan Capital Limited as our Compliance Adviser in compliance with
Rule 3A.19 of the Listing Rules.
5. Preliminary Expenses
Our Company did not incur material preliminary expense for the purpose of the Hong Kong Listing
Rules.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-44 –


--- page 770 ---
6. Promoters
The promoters as of the time of our Company’s conversion into a joint stock company are:
No. Name
1. /H1100/H1100/H1100/H1100Mr. Zhou Jian
2. /H1100/H1100/H1100/H1100Mr. Xia Zuoquan
3. /H1100/H1100/H1100/H1100QM25 Limited
4. /H1100/H1100/H1100/H1100Huzhou Sanciyuan Enterprise Management Consulting Limited Partnership* ( ಳψɧ
ϣʩΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)) (the former name of Shenzhen Sanciyuan)
5. /H1100/H1100/H1100/H1100Ms. Wang Lin
6. /H1100/H1100/H1100/H1100CDH
7. /H1100/H1100/H1100/H1100Mr. Zhao Guoqun
8. /H1100/H1100/H1100/H1100Mr. Xia Y ongjun
9. /H1100/H1100/H1100/H1100Shenzhen Ningjing Y ouxuan Enterprise Management Center Limited Partnership* ( ଉ
έྐྵ᎑Ꮄ፯Άุ၍ଣʕː(Υྫ)) (the former name of Qingdao Ningmi)
10. /H1100/H1100/H1100Leaguer Huarui
11. /H1100/H1100/H1100Haikun Y ujie
12. /H1100/H1100/H1100Huzhou Tianlangxing
13. /H1100/H1100/H1100Zhuhai Technology
14. /H1100/H1100/H1100Zhuhai Huaying
15. /H1100/H1100/H1100Chia Tai
16. /H1100/H1100/H1100Shenzhen Evolution
17. /H1100/H1100/H1100Image Frame
18. /H1100/H1100/H1100Mr. Xiong Y oujun
19. /H1100/H1100/H1100ICBC (Shenzhen)
20. /H1100/H1100/H1100Huizhi Tongtai
21. /H1100/H1100/H1100Shenzhen Zhineng Y ouxuan
22. /H1100/H1100/H1100Beijing Juran Investment
23. /H1100/H1100/H1100Tencent SZ
24. /H1100/H1100/H1100Shenzhen Unicorn
25. /H1100/H1100/H1100Beijing Juran Investment
26. /H1100/H1100/H1100Yiwu Hongyuan
27. /H1100/H1100/H1100Beijing Tianlang Xingsu
28. /H1100/H1100/H1100Huizhi Tongying
29. /H1100/H1100/H1100Jinshi Haorui
30. /H1100/H1100/H1100iFlytek Stock
31. /H1100/H1100/H1100Shenzhen Songhe
32. /H1100/H1100/H1100Telstra V entures
33. /H1100/H1100/H1100Zhonghui Jinjiu
34. /H1100/H1100/H1100Lide Investment
35. /H1100/H1100/H1100Langma Y ongan
36. /H1100/H1100/H1100Ningbo Jiuyou
37. /H1100/H1100/H1100Haikun Xinhong Investment
38. /H1100/H1100/H1100Chengdu Hongzhijia
39. /H1100/H1100/H1100YBX
40. /H1100/H1100/H1100Zhuhai Hengqin
41. /H1100/H1100/H1100Ningbo Haohong
42. /H1100/H1100/H1100Xiangshi Xiren
43. /H1100/H1100/H1100Xiangshi Xiyi
44. /H1100/H1100/H1100Shenzhen Zhineng Jiaxuan
45. /H1100/H1100/H1100Chengdu Zhongrui
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-45 –


--- page 771 ---
No. Name
46. /H1100/H1100/H1100Chongqing Chengwei
47. /H1100/H1100/H1100Lifu Tianda
48. /H1100/H1100/H1100Fuzhong Kangding
49. /H1100/H1100/H1100Qianhai Quanmintong
50. /H1100/H1100/H1100Taian Taiying
Within the two years immediately preceding the date of this prospectus, no cash, securities or
benefit has been paid, allotted or given, or is proposed to be paid, allotted or given to the promoters
named above in connection with the Global Offering or the related transactions described in this
prospectus.
7. Qualifications of Experts
The following experts have each given and have not withdrawn their respective written consents to
the issue of this prospectus with copies of their reports, letters, opinions or summaries of opinions
(as the case may be) and the references to their names included herein in the form and context in
which they are respectively included.
Name Qualification
Guotai Junan Capital
Limited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
A licensed corporation to conduct type 6 (advising on corporate
finance) regulated activities under the SFO
PricewaterhouseCoopers /H1100/H1100/H1100/H1100/H1100/H1100/H1100Certified Public Accountants under Professional Accountant
Ordinance (Chapter 50 of the Laws of Hong Kong) and
Registered Public Interest Entity Auditor under Accounting and
Financial Reporting Council Ordinance (Chapter 588 of the
Laws of Hong Kong)
King & Wood Mallesons /H1100/H1100/H1100/H1100/H1100/H1100Legal Advisers as to PRC law and PRC data security and
privacy protection matters
Ashurst Hong Kong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Legal advisers as to International Sanctions law and special
counsel with respect to U.S. regulatory and compliance matters
Guangdong Sun Law Firm /H1100/H1100/H1100/H1100/H1100Legal advisers as to certain PRC litigation matters
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co. /H1100/H1100/H1100/H1100/H1100/H1100/H1100
Independent industry consultant
International V aluation
Limited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Independent property valuer
Shenzhen Qianhai
PricewaterhouseCoopers
Business Consulting Services
Co., Limited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100
Transfer pricing consultant
8. Consents of Experts
Each of the experts as referred to in “E. Other Information — 7. Qualifications of Experts” of this
Appendix has given, and has not withdrawn, its respective written consents to the issue of this
prospectus with the inclusion of its reports and/or letter(s) and/or opinion(s) 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 has any shareholding interests
in any members of our Group or the right (other than the penal provisions) of sections 44A of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-46 –


--- page 772 ---
9. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance hereof, of rendering all
persons concerned bound by all the provisions (other than the penal provisions) of sections 44A and
44B of the Companies Ordinance so far as applicable.
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. Tax and Other Indemnities
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty. The current rate
charged on each of the seller and purchaser is HK$1.00 for every HK$1,000 (or part thereof) of the
consideration or, if higher, the fair value of the H Shares being sold or transferred. For further
information in relation to taxation, see “Appendix IV — Taxation and Foreign Exchange”.
Mr. Zhou Jian, Ms. Wang Lin and Mr. Xiong Y oujun have entered into the Undertaking of Indemnity
with and in favor of the Group (being the contract referred to in “B. Further Information about our
Business — 1. Summary of Material Contracts” above) to provide indemnities on a joint and several
basis in respect of, among other matters,
(a) any taxation or fees falling on any members of the Group resulting from or by reference to
any revenue (including any form of government financial assistance, subsidy or rebate),
income, profits or gains granted, earned, accrued, received or made (or deemed to be so
granted, earned, accrued, received or made) on or before the Listing Date whether alone or in
conjunction with any other event, act or omission occurring or deemed to occur on or before
the Listing Date and whether or not such taxation is chargeable against or attributable to any
other person, firm or company; and
(b) any sums, outgoings, charges, damages, loss, litigation costs, liabilities, fines, penalties and
expenses incurred as a result of any event, transaction, act or omission or non-compliances
(including but not limited to failure to make full contributions to social security insurance and
housing provident fund) of any of the members of the Group occurring or deemed to occur on
or before the Listing Date.
Under the Undertaking of Indemnity, Mr. Zhou Jian, Ms. Wang Lin and Mr. Xiong Y oujun have also
agreed and undertaken to each member of the Group on a joint and several basis that they would
indemnify and at all times keep the same indemnified on demand from and against all sums,
outgoings, fees, demands, claims, damages, losses, costs, charges, liabilities, fines, penalties and
expenses incurred or suffered by the Company or any members of the Group resulting from any and
all of the non-compliances of any of the members of the Group with the Companies (Winding Up
and Miscellaneous Provisions) Ordinance and the Companies Ordinance or other applicable laws,
rules or regulations in their respective place of incorporations or operation which has occurred at
any time during the Track Record Period and on the Listing Date.
Under the Undertaking of Indemnity, Mr. Zhou Jian has also agreed and undertaken to each member
of the Group that, in the event that the Group suffers damages as a result of a breach of any
government cooperation agreement, to the extent that such damages suffered by the Group had not
been recorded as other payables and accruals in the consolidated audited accounts of the Group or
the audited accounts of any of the members of the Group for the years ended December 31, 2020,
2021 or 2022 or the six months ended June 30, 2023, he would indemnify and at all times keep the
same indemnified on demand from and against all liabilities and/or compensation incurred or
suffered by the Group resulting from any such breach.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-47 –


--- page 773 ---
However, the indemnities given by Mr. Zhou Jian, Ms. Wang Lin and Mr. Xiong Y oujun under the
Undertaking of Indemnity do not cover, and none of Mr. Zhou Jian, Ms. Wang Lin and Mr. Xiong
Y oujun shall be under any liability in respect of, any liability on taxation and taxation claim:
(a) to the extent that provision has been made therefor in the consolidated audited accounts of the
Group or the audited accounts of any of the members of the Group for the years ended
December 31, 2020, 2021 and 2022 and the six months ended June 30, 2023;
(b) falling on any members of the Group on or after June 30, 2023 and ending on the Listing Date
unless such liability would not have arisen but for some act or omission of, or transaction
entered into by, Mr. Zhou Jian, Ms. Wang Lin and/or Mr. Xiong Y oujun or any members of
the Group (whether alone or in conjunction with some other act, omission or transaction,
whenever occurring), otherwise than: (i) in the ordinary course of business, or in the ordinary
course of acquiring or disposing of capital assets, on or before the Listing Date; or (ii)
pursuant to a legally binding commitment created on or before the date of the Undertaking of
Indemnity or pursuant to any statement of intention made in this prospectus;
(c) to the extent that such liability arises or is incurred as a consequence of any change in the law,
rules or regulations, or the interpretation or practice thereof by any statutory or governmental
authority (in Hong Kong, the PRC or elsewhere), including without limitation the Inland
Revenue Department and the tax bureau of the PRC, having retrospective effect coming into
force after the Listing Date or to the extent that such liability arises or is increased by an
increase in rates of taxation or other penalties after the Listing Date with retrospective effect;
(d) to the extent that such liability is discharged by another person who is not a member of the
Group and that none of the member of the Group is required to reimburse such person in
respect of the discharge of such liability; or
(e) to the extent of any provision or reserve made for such liability in the audited accounts
referred to in Clause (a) above which is finally established to be an overprovision or an
excessive reserve provided that the amount of any such provision or reserve applied to reduce
the liability of Mr. Zhou Jian, Ms. Wang Lin and/or Mr. Xiong Y oujun in respect of such
liability shall not be available in respect of any such liability arising thereafter.
12. Related Party Transactions
Our Group entered into the related party transactions within the two years immediately preceding
the date of this document as mentioned in “Appendix I — Accountant’s Report — II. Notes to the
Historical Financial Information — 41. Significant related party transactions.”
13. No Material Adverse Change
Our Directors confirm that there has been no material change in our financial or trading position
since June 30, 2023 and up to the date of this prospectus.
14. Miscellaneous
(a) Within the two years immediately preceding the date of this prospectus:
(i) Save as disclosed in the section headed “History, Development and Corporate Structure”
in this prospectus, no share or loan capital or debenture of our Company or any of our
subsidiaries has been issued or agreed to be issued or is proposed to be issued for cash
or as fully or partly paid other than in cash or otherwise;
(ii) no share or loan capital of our Company or any of our subsidiaries is under option or is
agreed conditionally or unconditionally to be put under option; and
(iii) no commissions, discounts, brokerages or other special terms have been granted or
agreed to be granted in connection with the issue or sale of any share or loan capital of
our Company or any of our subsidiaries.
(b) there are no founder, management or deferred shares nor any debentures in our Company or
any of our subsidiaries;
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-48 –


--- page 774 ---
(c) no share or loan capital or debenture of our Company or any of our subsidiaries is under option
or is agreed conditionally or unconditionally to be put under option; and
(d) no commissions, discounts, brokerages or other special terms have been granted in connection
with the issue or sale of any share or loan capital of our Company or any of its subsidiaries
by our Company for subscribing or agreeing to subscribe, or procuring or agreeing to procure
subscriptions, for any shares in or debentures of our Company or any of our subsidiaries.
(e) Save as disclosed in the paragraph headed “B. Further Information about our Business — 1.
Summary of Material Contracts” in this section, none of our Directors or proposed Directors
or experts (as named in this prospectus), have any interest, direct or indirect, in any assets
which have been, within the two years immediately preceding the date of this prospectus,
acquired or disposed of by or leased to, any member of our Group, or are proposed to be
acquired or disposed of by or leased to any member of our Group.
(f) no equity or debt securities of any company within our Group is presently listed on any stock
exchange or traded on any trading system nor is any listing or permission to deal being or
proposed to be sought, save for the Listing.
(g) Our Company has no outstanding convertible debt securities or debentures.
(h) There is no arrangement under which future dividends are waived or agreed to be waived.
(i) There has not been any interruption in the business of our Group which may have or has had
a significant effect on the financial position of our Group in the 12 months preceding the date
of this prospectus.
(j) We currently do not intend to apply for the status of a Sino-foreign investment joint stock
limited company and do not expect to be subject to the PRC Sino-Foreign Joint V enture Law.
(k) All necessary arrangements have been made by the Company to enable the H shares to be
admitted into CCASS for clearing and settlement.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-49 –


--- page 775 ---
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this prospectus delivered to the Registrar of Companies in
Hong Kong for registration were:
(i) the written consents referred to under the paragraph headed “Statutory and General
Information — E. Other Information — 8. Consents of Experts” in Appendix VII to this
prospectus; and
(ii) copies of the material contracts referred to in the paragraph headed “Statutory and General
Information — B. Further Information about our Business — 1. Summary of Material
Contracts” in Appendix VII to this prospectus.
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the Stock
Exchange at www.hkexnews.hk and our website at www.ubtrobot.com during a period of 14 days
from the date of this prospectus:
(i) the Articles of Association;
(ii) the Accountant’s Report from PricewaterhouseCoopers, the text of which is set out in
Appendix I to this prospectus;
(iii) the audited consolidated financial statements of our Group for FY2020 and FY2021 and
FY2022 and the six months ended June 30, 2023;
(iv) the report on the unaudited pro forma financial information from PricewaterhouseCoopers, the
text of which is set out in Appendix II to this prospectus;
(v) the letter, summary of valuation and valuation certificates relating to the property interests of
our Group prepared by International V aluation Limited, the texts or extracts of which are set
out in “Appendix III — Property V aluation Report”;
(vi) the PRC legal opinion issued by King & Wood Mallesons, our PRC Legal Adviser;
(vii) the PRC data security and privacy protection legal opinion issued by King & Wood Mallesons,
our Special PRC Legal Adviser;
(viii) the PRC legal opinion issued by Guangdong Sun Law Firm, our PRC Litigation Legal Adviser,
in relation to certain PRC litigation matters;
(ix) the PRC Company Law, the Securities Law together with their unofficial translation;
(x) the transfer pricing review memorandum issued by Shenzhen Qianhai
PricewaterhouseCoopers Business Consulting Services Co., Limited, our Transfer Pricing
Consultant;
(xi) the written consents referred to under the paragraph headed “Statutory and General
Information — E. Other Information — 8. Consents of Experts” in Appendix VII to this
prospectus;
(xii) the material contracts referred to in “Statutory and General Information — B. Further
Information about our Business — 1. Summary of Material Contracts” in Appendix VII to this
prospectus;
(xiii) the service contracts referred to in “Statutory and General Information — C. Further
Information about our Directors, Supervisors and Senior Management — 1. Particulars of the
Service Contracts” in Appendix VII to this prospectus;
(xiv) the Industry Report, the summary of which is set forth in the section headed “Industry
Overview” in this prospectus; and
(xv) the legal memorandum issued by Ashurst Hong Kong, our legal advisers as to International
Sanctions laws in connection with the Listing.
APPENDIX VIII DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
– VIII-1 –


--- page 776 ---
