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Stock Code: 
(A joint stock company incorporated in the People's Republic of China with limited liability)
*
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For identification purposes only*
Joint Sponsors, Sponsor-overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Overall Coordinator, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers


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IMPORTANT
IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain professional independent advice.
Shenzhen Woer Heat-Shrinkable Material Co., Ltd.*
ʮ̡
(A joint stock company incorporated in the People’s Republic of China with limited liability)
Global Offering
Number of Offer Shares under the Global Offering : 139,988,800 H Shares
Number of Hong Kong Offer Shares : 13,999,000 H Shares (subject to reallocation)
Number of International Offer Shares : 125,989,800 H Shares (subject to reallocation)
Maximum Offer Price : HK$20.09 per H Share, plus brokerage of 1.0%, SFC
transaction levy of 0.0027%, AFRC transaction levy of
0.00015% and Hong Kong 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 : 9981
Joint Sponsors, Sponsor-overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Overall Coordinator, 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 lo ss howsoever arising from
or in reliance upon the whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in the section headed “Appendix V—Documents Delivered to the Registrar of Companies and
Available on Display” in this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (W inding Up and
Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Com panies in
Hong Kong take no responsibility as to the contents of this prospectus or any other documents referred to above.
The Offer Price is expected to be fixed by agreement between the Sponsor-overall Coordinators (for themselves and on behalf of the Underwriters) and u s on the Price
Determination Date. The Price Determination Date is expected to be on or before Wednesday, February 11, 2026 (Hong Kong time) and, in any event, not lat er than
12:00 noon on Wednesday, February 11, 2026 (Hong Kong time). The Offer Price will not be more than HK$20.09 per Offer Share. If, for any reason, the Offer Price is not
agreed by 12:00 noon on before Wednesday, February 11, 2026 (Hong Kong time) between the Sponsor-overall Coordinators (for themselves and on behalf o f the
Underwriters) and us, the Global Offering will not proceed and will lapse. Applicants for Hong Kong Offer Shares are required to pay, on application, t he maximum Offer
Price of HK$20.09 for each Hong Kong Offer Share together with a brokerage fee of 1%, an SFC transaction levy of 0.0027%, a Stock Exchange trading fee of 0 .00565% and
an AFRC transaction levy of 0.00015%.
The Sponsor-overall Coordinators (for themselves and on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares being of fered
under the Global Offering at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such case ,a n
announcement will be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at http://www.woer.com not later than the mor ning
of the last day for lodging applications under the Hong Kong Public Offering. Details of the arrangement will then be announced by us as soon as practica ble. For
further information, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwri ting Agreement are subject to termination by the Sponsor-overall Coordina tors (for
themselves and on behalf of the Hong Kong Underwriters) if certain events occur prior to 8:00 a.m. on the Listing Date. See “Underwriting” in this prosp ectus.
The Offer Shares have not been and will not be registered under the U.S. Secur ities Act or any state securities laws in the United States, and may not be of fered, sold, pledged or
transferred within the United States, except that Offer Shares may be offered, sold or delivered outside the United States in offshore transactions in reliance on Regulation S.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this
prospectus to the public in relation to the Hong Kong Public Offering.
This prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.woer.com.
If you require a printed copy of this prospectus, you may download and print from the websites above.
February 5, 2026
* For identification only


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IMPORTANT
IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide
printed copies of this prospectus in relation to the Hong Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under the “ HKEXnews >
New Listings > New Listing Information” section, and our website at www.woer.com. You may download and print from
these website addresses if you want a printed copy of this prospectus.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online via the White Form eIPO service at www.eipo.com.hk;o r
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees to apply on your behalf by
instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via
HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The
contents of the electronic version of this prospectus are identical to the printed prospectus as registered with the Registrar of
Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
If you are an intermediary, broker or agent, please remind your customers, clients or principals, as applicable, that this
prospectus is available online at the website addresses stated above.
Please refer to the section headed “How to Apply for Hong Kong Offer Shares” in this prospectus for further details on
the procedures through which you can apply for the Hong Kong Offer Shares electronically.
Your application through the White Form eIPO service or the HKSCC EIPO channel must be made for a minimum of 200
Hong Kong Offer Shares and in multiples of that number of Hong Kong Offer Shares as set out in the table below. No application
for any other number of Hong Kong Offer Shares will be considered and such an application is liable to be rejected.
If you are applying through the White Form eIPO service, you may refer to the table below for the amount payable for the
number of H Shares you have selected. You must pay the respective 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 pre-fund your application based on the amount
specified by your broker or custodian, as determined based on the applicable laws and regulations in Hong Kong.
No. of
Hong Kong
Offer Shares
applied for
Amount payable(2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount payable(2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount payable(2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount payable(2)
on application
HK$ HK$ HK$ HK$
200 4,058.53 4,000 81,170.43 60,000 1,217,556.47 800,000 16,234,086.12
400 8,117.04 5,000 101,463.04 70,000 1,420,482.54 900,000 18,263,346.89
600 12,175.57 6,000 121,755.64 80,000 1,623,408.61 1,000,000 20,292,607.66
800 16,234.08 7,000 142,048.26 90,000 1,826,334.69 2,000,000 40,585,215.30
1,000 20,292.61 8,000 162,340.86 100,000 2,029,260.76 3,000,000 60,877,822.96
1,200 24,351.13 9,000 182,633.47 200,000 4,058,521.54 4,000,000 81,170,430.60
1,400 28,409.65 10,000 202,926.07 300,000 6,087,782.30 5,000,000 101,463,038.26
1,600 32,468.18 20,000 405,852.15 400,000 8,117,043.05 6,000,000 121,755,645.90
1,800 36,526.69 30,000 608,778.22 500,000 10,146,303.83 6,999,400
(1) 142,036,077.98
2,000 40,585.21 40,000 811,704.31 600,000 12,175,564.59
3,000 60,877.83 50,000 1,014,630.38 700,000 14,204,825.35
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of the brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction
levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and the
SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the
SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected
by the Stock Exchange on behalf of the AFRC).


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EXPECTED TIMETABLE(1)
If there is any change to the expected timetable of the Hong Kong Public Offering, we will issue an
announcement on the respective websites of the Company at www.woer.com and the Stock Exchange at
www.hkexnews.hk.
The Hong Kong Public Offering commences ........................... 9:00 a.m. on
Thursday, February 5, 2026
Latest time to complete electronic applications under White Form eIPO
service through the designated website at www.eipo.com.hk(2) .............
11:30 a.m. on
Tuesday, February 10, 2026
Application lists for the Hong Kong Public Offering open (3) ............... 11:45 a.m. on
Tuesday, February 10, 2026
Latest time to (a) complete payment for White Form eIPO applications by
effecting Internet banking transfer(s) or PPS payment transfer(s) and (b) give
electronic application instructions to HKSCC
(4) ......................
12:00 noon on
Tuesday, February 10, 2026
If you are instructing your broker or custodian who is an HKSCC Participant to submit electronic
application instructions on your behalf through HKSCC’s FINI system in accordance with your instruction to
apply for the Hong Kong Offer Shares, you are advised to contact your broker or custodian for the earliest and
latest time for giving such instructions, as this may vary by broker or custodian.
Application lists for the Hong Kong Public Offering close (3) ............... 12:00 noon on
Tuesday, February 10, 2026
Expected Price Determination Date (5) ................................. b y1 2 : 0 0 noon on
Wednesday, February 11, 2026
Announcement of the final Offer Price, the level of indications of interest in
the International Offering, the level of applications in the Hong Kong Public
Offering and the basis of allocation of the Hong Kong Offer Shares to be
published on the website of the Stock Exchange at www.hkexnews.hk and the
website of the Company at www.woer.com (6) at or before (7). ..............
11:00 p.m. on
Thursday, February 12, 2026
The results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document
numbers, where appropriate) to be available through a variety of channels, including:
• in the announcement to be published on our website at www.woer.com
and the website of the Stock Exchange at www.hkexnews.hk ..........
no later than 11:00 p.m. on
Thursday, February 12, 2026
• from the designated results of allocations website at
www.iporesults.com.hk (alternatively: www.eipo.com.hk/
eIPOAllotment) with a “search by ID” function from ................
from 11:00 p.m. on
Thursday, February 12, 2026 to
12:00 midnight on
Wednesday, February 18, 2026
• from the allocation results telephone enquiry by calling +852 2862 8555
between 9:00 a.m. and 6:00 p.m. on ...............................
Friday, February 13, 2026,
Monday, February 16, 2026,
Friday, February 20, 2026 and
Monday, February 23, 2026
H Share certificates in respect of wholly or partially successful applications to
be dispatched or deposited into CCASS on or before (8) ................... Thursday, February 12, 2026
–i–


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EXPECTED TIMETABLE(1)
White Form e-Refund payment instructions/refund checks in respect of wholly
or partially successful applications if the final Offer Price is less than the
maximum Offer Price per Offer Share initially paid on application (if applicable)
or wholly or partially unsuccessful applications to be dispatched/collected on or
before
(9) .......................................................... Friday, February 13, 2026
Dealings in the H Shares on the Stock Exchange expected to commence at ..... Friday, February 13, 2026
Notes:
(1) All times and dates refer to Hong Kong local times and dates unless otherwise stated.
(2) You will not be permitted to submit your application under the White Form eIPO service through the designated
website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted
your application and obtained an application reference number from the designated website at or prior to 11:30 a.m., you
will be permitted to continue the application process by completing payment of application monies until 12:00 noon on
the last day for submitting applications, when the application lists close.
(3) If there is/are a “black” rainstorm warning signal, a tropical cyclone warning signal number 8 or above and/or Extreme
Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, February 10, 2026, the
application lists will not open or close on that day. For further information, please refer to the section headed “How to
Apply for Hong Kong Offer Shares—E. Bad Weather Arrangements” in this prospectus.
(4) If you instruct your broker or custodian who is a HKSCC Participant to give electronic application instructions via
FINI to apply for the Hong Kong Offer Shares on your behalf, you should contact your broker or custodian for the
latest time for giving such instructions which may be different from the latest time as stated above.
(5) The Price Determination Date is expected to be on or before Wednesday, February 11, 2026. If, for any reason, the Offer
Price is not agreed between the Sponsor-overall Coordinators (for themselves and on behalf of the Underwriters) and our
Company on or before 12:00 noon on Wednesday, February 11, 2026, the Global Offering will not proceed and will
lapse.
(6) No temporary documents of title will be issued in respect of the Offer Shares. H Share certificates will only become valid
evidence of title at 8:00 a.m. on the Listing Date, which is expected to be on or around Friday, February 13, 2026,
provided that the Global Offering becomes unconditional in all respects on or before then. Investors who trade H Shares
on the basis of publicly available allocation details prior to the receipt of H Share certificates or prior to the H Share
certificates becoming valid do so entirely at their own risks.
(7) None of the websites or any of the information contained on the websites forms part of this prospectus.
(8) White Form e-Refund payment instructions/refund checks will be issued in respect of wholly or partially unsuccessful
applications and in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering if
the final Offer Price is less than the maximum Offer Price payable per Offer Share on application. Part of the applicant’s
identification document numbers, or, if the application is made by joint applicants, part of the identification document
numbers of the first-named applicant, provided by the applicant(s) may be printed on the refund check, if any. Such data
would also be transferred to a third party for refund purposes. Banks may require verification of an applicant’s
identification document numbers before encashment of the refund checks. Inaccurate completion of an applicant’s
identification document numbers may invalidate or delay encashment of the refund checks.
(9) Applicants being individuals who are eligible for personal collection may not authorize any other person to collect on
their behalf. If you are a corporate applicant which is eligible for personal collection, your authorized representative must
bear a letter of authorization from your corporation stamped with your corporation’s chop. Both individuals and
authorized representatives must produce evidence of identity acceptable to our H Share Registrar at the time of
collection.
Applicants who have applied for Hong Kong Offer Shares through HKSCC EIPO channel should refer to the section
headed “How to Apply for Hong Kong Offer Shares—D. Despatch/Collection of H Share Certificates and Refund of
Application Monies” for details.
Applicants who have applied through the White Form eIPO service and paid their applications monies through single
bank accounts may have refund monies (if any) despatched to the bank account in the form of White Form e-Refund
–i i–


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EXPECTED TIMETABLE(1)
payment instructions. Applicants who have applied through the White Form eIPO service and paid their application
monies through multiple bank accounts may have refund monies (if any) despatched to the address as specified in their
application instructions in the form of refund checks by ordinary post at their own risk.
Further information is set out in the section headed “How to Apply for Hong Kong Offer Shares—D. Despatch/
Collection of H Share Certificates and Refund of Application Monies.”
The above expected timetable is a summary only. You should see “Structure of the Global
Offering” and “How to Apply for Hong Kong Offer Shares” for details of the structure of the Global
Offering, including the conditions of the Global Offering, and the procedures for application for the
Hong Kong Offer Shares.
If the Global Offering does not become unconditional or is terminated in accordance with its
terms, the Global Offering will not proceed. In such a case, our Company will make an announcement
as soon as practicable thereafter.
– iii –


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CONTENTS
IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
This prospectus is issued by us solely in connection with the Hong Kong Public Offering and the Hong
Kong Offer Shares and does not constitute an offer to sell or a solicitation of an offer to buy any security
other than the Hong Kong Offer Shares offered by this prospectus pursuant to the Hong Kong Public
Offering. This prospectus may not be used for the purpose of making, and does not constitute, an offer or
invitation in any other jurisdiction or in any other circumstances. No action has been taken to permit a
public offering of the Hong Kong Offer Shares in any jurisdiction other than Hong Kong and no action has
been taken to permit the distribution of this prospectus in any jurisdiction other than Hong Kong. The
distribution of this prospectus for purposes of a public offering and the offering and sale of the Hong Kong
Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted
under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by
the relevant securities regulatory authorities or an exemption therefrom.
You should rely only on the information contained in this prospectus to make your investment decision.
The Hong Kong Public Offering is made solely on the basis of the information contained and the
representations made in this prospectus. We have not authorized anyone to provide you with information
that is different from what is contained in this prospectus. Any information or representation not contained
nor made in this prospectus must not be relied on by you as having been authorized by us, the Joint
Sponsors, the Sponsor-overall Coordinators, the Joint Overall Coordinators, the Joint Global Coordinators,
the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, any
of our or their respective directors, officers, employees, agents, or representatives of any of them or any
other parties involved in the Global Offering.
Page
Expected Timetable .................................................................... i
Contents ............................................................................. i v
Summary ............................................................................ 1
Definitions ........................................................................... 1 1
Glossary of Technical Terms ............................................................ 2 0
Forward-Looking Statements ........................................................... 2 5
Risk Factors .......................................................................... 2 7
Waivers from Strict Compliance with Listing Rules and Exemption from Compliance with the
Companies (Winding Up and Miscellaneous Provisions) Ordinance ......................... 5 7
Information about this Prospectus and the Global Offering .................................. 7 1
Directors and Parties Involved in the Global Offering ....................................... 7 4
Corporate Information ................................................................. 7 8
Industry Overview .................................................................... 8 0
Regulatory Overview .................................................................. 1 0 1
History, Development and Corporate Structure ............................................ 1 1 1
–i v–


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


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SUMMARY
This summary aims to give you an overview of the information contained in this prospectus and is
qualified in its entirety by, and should be read in conjunction with, the more detailed information and
financial information appearing elsewhere in this prospectus. As this is a summary, it does not contain all
the information that may be important to you, and we urge you to read the entire prospectus carefully
before making your investment decision.
There are risks associated with any investment. Some of the particular risks in investing in the Offer
Shares are set out in “Risk Factors” in this prospectus. You should read that section carefully before you
decide to invest in the Offer Shares. Various expressions used in this section are defined in the sections
headed “Definitions” and “Glossary of Technical Terms” in this prospectus.
OVERVIEW
About Us
Our principal business consists of : (i) electronic communications business, which involves the
development, manufacture, and sale of (a) telecoms cable products, including high-speed copper cables,
consumer and industrial electronic cables, and (b) electronic materials; (ii) electrical power transmission
business, comprising the development, manufacture, and sale of (a) NEV power transmission products including
NEV charging products and power battery safety protection products as well as (b) electrical cable accessories;
and (iii) other businesses, mainly including our wind power operations. In particular, during the Track Record
Period, the sales of our heat-shrinkable materials accounted for the vast majority of the revenue from our
electronic materials.
According to F&S, in terms of global revenue in 2024 we ranked fifth among the manufacturers of telecoms
cables, holding a global market share of 12.7%. We ranked first in the global heat-shrinkable materials industry,
with a global market share of 20.6% in terms of global revenue in 2024. We ranked ninth in the global NEV
power transmission products industry, holding a global market share of 1.9%, in terms of global revenue in 2024.
We ranked seventh in the global electrical cable accessories industry, holding a global market share of 2.5%, in
terms of global revenue in 2024.
We believe these achievements stem from our continuous investment in product innovation. As of
September 30, 2025, we held 547 invention patents. Leveraging our well-recognized product quality and leading
market position, we have achieved strong growth during the Track Record Period. Based on financial reports
prepared in accordance with IFRS Accounting Standards, our revenue grow from RMB5,336.6 million in 2022 to
RMB5,718.8 million in 2023 and further to RMB6,920.1 million in 2024; our net profit grow from
RMB660.2 million in 2022, to RMB757.7 million in 2023 and further to RMB920.5 million in 2024. In the nine
months ended September 30, 2025, our revenue and net profit amounted RMB6,076.7 million and
RMB883.3 million, respectively.
Our Products
During the Track Record Period, we derived revenue primarily from developing, manufacturing and sales of
(i) electronic materials products and telecoms cable products that are widely used in IT infrastructure, including
computing centers, NEVs, autonomous systems, robotics, and smart consumer electronics; and (ii) power
transmission products used for safe and reliable transmission of electricity for NEVs, power grids and power
stations, and rail transportation, such as charging guns and sockets, in-vehicle power charging accessories,
nuclear-grade heat-shrinkable cable accessories, high-voltage cable accessories, cold-shrinkable and heat-
shrinkable cable accessories, and separable connectors.
The core functionalities of our products demand strong performance on data transmission rate, high-voltage
power transmission, safety and reliability, which in turn, rely on utilization of high-performance insulation,
shielding, and protective materials, precision structural design, sophisticated manufacturing processes, and
stringent quality control.
The table below sets out our major products and their key applications.
–1–


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SUMMARY
Our Business
(Revenue Contribution in 2024) Major Products Major End Markets
Electronic Communications
Business
(62.2%)
Telecoms Cable Products
• High-speed copper cables
• Automotive cables
• Industrial cables
• Consumer electronic cables
• Robot cables
• Computing centers
• Industrial and robotics
• NEVs
• Rail transit
• Aerospace
• Information technology
• Medical
• Consumer electronics
Electronic Material Products
• Heat-shrinkable tubing
• Dual-wall tubing
• Identification sleeves
• Continuous busbar protection sleeves
Electrical Power Transmission
Product Business
(33.4%)
NEV Power Transmission Products
• Charging guns
• High-voltage wiring harnesses
• High-voltage connectors
• AC/DC charging sockets
• Power battery safety protection products
• NEVs
• Charging stations
• Power generation plants
• Nuclear power plants
• Power distribution
networks
• Rail transit
• Mining and metallurgy
• Petrochemical
• High-speed rail & marine
vessels
Electrical Cable Accessories Products
• Nuclear-grade cable accessories
• High-voltage cable accessories
• Cold-shrinkable and heat- shrinkable cable accessories
• Separable connectors
• Tubular busbar
• Electronic Communications Business
In our electronic communications business, we primarily offer telecoms cable products and electronic
material products.
Along value chain of telecoms cable industry, we stay in the midstream sector, being a manufacturer of
products ued by downstream customers, including (i) computing centers, cloud computing, HPC and 5G
equipment that use telecoms cables; and (ii) enterprises engaging in industries like electronics, aerospace,
telecommunications, petrochemical, medical, shipbuilding and rail transportation who demands heat-
shrinkable tubes and related products manufactured through irradiation crosslinking.
• Telecoms cable products . Our products are used in a broad range of industries exhibited rapid
expansion in recent years with strong growth potential, including computing centers, automotive
systems, industrial automation, robotics, and consumer electronics.
• Electronic material products. Specializing in heat-shrinkable electronic materials, we have developed
advanced products through crosslinking technology, delivering enhanced insulation, shielding,
mechanical protection performance with strong adaptability to harsh environment.
According to F&S, we ranked first in the global heat-shrinkable materials industry, with a 20.6%
global market share in terms of global revenue in 2024; and we held a 58.5% China market share in
terms of China revenue in 2024 and maintaining a leading position in China.
• Electrical Power Transmission Product Business
In our electrical power transmission product business, we primarily develop, manufacture and
offer a comprehensive product portfolio for the safe and reliable transmission of electricity for NEVs,
power grids and power stations, and rail transportation.
Along value chain of electronic power transmission industries, we stay in the midstream sector, being a
manufacturer of products used by downstream consumers, including (i) charging facility operators, NEV
manufacturers and energy management platforms that use AC and DC charging guns products and (ii)
companies engaging in the power and transportation sectors who demands for cable accessories products that
can effectively ensure safe and quality performance in diverse environmental and application requirement.
• NEV power transmission products . We provide a broad range of power transmission products for
NEVs, including charging guns, charging stations, high-voltage harnesses, connectors and power
battery safety protection products.
• Electrical cable accessories products . We offer various power transmission products, including
nuclear-grade cable accessories, high-voltage cable accessories, cold/hot shrinkable cable
accessories and separable connectors.
Our R&D Capacity
We believe development and implementation of advanced technology, as well as continuous innovation
across different product lines, are crucial for us to achieve sustainable growth and maintain our competitive edge.
–2–


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SUMMARY
We have been focusing on opportunities and technology trends driven by two strategic R&D orientations,
namely, digital revolution driven by AI as its core accelerator, and an energy revolution powered by renewable
technologies and electrification.
Our Diversified Customer Base and Global Business Network
We hold global vision in setting business development strategy and have established long-term cooperation
relationship with companies engaging in AI, telecoms, NEV manufacturing, energy and power industries, many
of which are among global top 100 enterprises. We strategically locate our manufacturing bases to places with
close proximity to our customers, allowing comprehensive coverage of, and quick response to, their production
need and supply chain management demands. As of September 30, 2025, we had nine manufacturing bases in
China and one overseas plant in Vietnam.
Financial Performance
In 2022, 2023, 2024 and the nine months ended September 30, 2025, our revenue were RMB5,336.6 million,
RMB5,718.8 million, RMB6,920.1 million and RMB6,076.7 million, respectively; our net profit amounted to
RMB660.2 million, RMB757.7 million, RMB920.5 million and RMB883.3 million, respectively. In 2022, 2023,
2024 and the nine months ended September 30, 2025, our net cash generated from operating activities was
RMB1,035.8 million, RMB860.1 million, RMB942.9 million and RMB886.3 million, respectively.
OUR COMPETITIVE STRENGTHS
• We are one of the largest manufacturers of heat-shrinkable materials and telecoms cable products in the
world.
• We possess strong technology R&D and have continuously launched a broad range of well-received
innovative products capabilities focusing on electronic communication and electrical power
transmission related industries.
• Our ever-expanding comprehensive product portfolio allows us to enhance customer loyalty and
capture evolving market demands.
• We enjoy diversified customer portfolio featuring outstanding long-term business relationship and
robust growth potential.
• Our manufacturing and supply chain system with global vision and reach allows us to achieve fast and
large-scale delivery while maintaining cost advantages.
• Led by our visionary and seasoned founder, we are highly committed to technology development and
product innovation.
OUR STRATEGIES
• Focus on high-speed data communication and electrical power transmission, with continued investment
in R&D to enhance new-product development and product competitiveness.
• Optimize global production capacity prudently and orderly in response to market demand.
• Expand sales network and maintain long-term strategic cooperation relationship.
• Make investments and acquisitions in a prudent manner.
COMPETITIVE LANDSCAPE
The market for electronic communications and electrical power transmission products is rapidly evolving and
competitive, with many potential applications under development. As a result, although we believe that we have
market-leading high-speed data and power transmission technologies, we face competition from a range of
companies developing high-speed data communication and electrical power transmission for these applications, some
of which may be similar to ours. Our primary competitors include other high-speed copper cable manufacturers, heat-
shrinkable materials companies, NEV DC charging gun providers, cable accessories manufacturers. According to
Frost & Sullivan, the telecoms cable industry in which we operate is highly competitive and fragmented with over
100 market participants globally. The global high-speed copper cable industry is relatively concentrated. We ranked
second among high-speed copper cable manufacturers by global revenue in 2024. In addition, the global and China’s
heat-shrinkable materials industry is also relatively competitive, with over 800 and 300 companies, respectively. We
ranked the first globally and domestically. The NEV core power charging products market is highly fragmented, with
over 300 players operate in the market in China. Furthermore, the global cable accessories market is very fragmented,
with over 500 companies around the world. We believe that we are able to compete favorably with others based on
our advanced high-speed data and power transmission technologies that delivers strong performance and quality, our
comprehensive product portfolio, and our R&D capabilities. See “Industry Overview.”
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SUMMARY
CUSTOMERS AND SUPPLIERS
Our customers primarily consist of direct sales customers and distributors, of which direct sales customers
contributed to the majority of our revenue during the Track Record Period. During the Track Record Period, we
derived the largest share of our revenue from mainland China. In 2022, 2023, 2024 and the nine months ended
September 30, 2025, (i) our five largest customers in each year/period during the Track Record Period
contributed 12.6%, 11.5%, 12.7% and 19.3% to our total revenue for the respective year/period; and (ii) our
largest customer in each year/period during the Track Record Period accounted for 5.5%, 5.2%, 4.0% and 9.7%
of our total revenue for the respective year/period. To the best knowledge of our Directors, each of our five
largest customers in each year/period during the Track Record Period was an Independent Third Party.
Our suppliers primarily include suppliers for raw materials, equipment and packaging materials. In 2022, 2023,
2024 and the nine months ended September 30, 2025, (i) our purchases from our five largest suppliers in each year/
period during the Track Record Period accounted for 21.9%, 22.6%, 18.0% and 15.8% of our total purchases for the
respective year/period; and (ii) our purchase from the largest supplier in each year/period during the Track Record
Period accounted for 8.3%, 7.1%, 6.6% and 4.5% of our total purchases for the respective year/period. To the best
knowledge of our Directors, each of our five largest suppliers in each year/period during the Track Record Period
was an Independent Third Party. For more details, see “Business—Marketing, Sales and Customers—Our
Customers” and “Business—Our Suppliers” in this prospectus.
OUR PRODUCTION
In line with our development strategy, we invested in developing and enhancing automated, intelligentized,
and lean manufacturing management across multiple manufacturing bases. As of September 30 , 2025, we had nine
manufacturing bases in China and one overseas manufacturing base in Vietnam. As of the Latest Practicable Date,
we have signed a land purchase agreement and purchased 160,000 sq.m. of land with the intention to establish a
manufacturing base in the Pengerang area of Johor, Malaysia. For details, please see “Business – Our Production –
Our Manufacturing Bases”.
RESEARCH AND DEVELOPMENT
We have strong technology capability in relation to application of crosslinking and heat-shrinkable polymer
products. We believe development and implementation of advanced technology, as well as continuous innovation
across different product lines, are crucial for us to achieve sustainable growth and maintain our competitive edge.
We have established a strong in-house R&D team with cross-discipline academic background and rich cross-
industry experience, which comprised over 880 staff as of September 30, 2025. In addition, we invested in
developing advanced facilities and engaging latest R&D equipment to ensure our pioneer industry position. For
instance, our WOER Lab owns a fully-shielded high-voltage test hall.
INTELLECTUAL PROPERTY RIGHTS
Our success and competitive advantages depend in part on our ability to develop and protect our core technologies
and intellectual property. Our R&D efforts have produced 540 invention patents, 1,490 utility model patents, 140 design
patents, 730 registered trademarks and 82 software copyrights in the PRC as of September 30, 2025. As of the same
date, we were also granted seven patents and 170 registered trademarks in overseas jurisdictions, including the U.S.,
Japan and Europe. See “Appendix IV—Statutory and General Information—Further Information about the Business of
Our Company—2. Intellectual Property Rights” in this prospectus for more information.
RISK FACTORS
Our business faces risks including those set out in the section headed “Risk Factors.” As different investors
may have different interpretations and criteria when determining the significance of a risk, you should read the
“Risk Factors” section in its entirety before you decide to invest in our Shares. Some of the major risks that we
face include:
• Our business is exposed to the supply-demand dynamics in the electronic communications and
electrical power transmission industry and is therefore affected by market demand;
• Any failure to protect our intellectual property rights could undermine our competitive position and
adversely affect our business prospects;
• If we fail to compete effectively in the competitive industry where we operate, our market share may
decline, and our market position, growth prospects and results of operations may be adversely affected;
• Our historical financial and operating results during the Track Record Period are not indicative of
future performance, and we may not be able to achieve and sustain the historical level of revenue and
profitability;
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
This summary of key financial information set forth below has been derived from, and should be read in
conjunction with, our consolidated audited financial statements, including the accompanying notes, set forth in
the Accountants’ Report set out in Appendix I to this prospectus, as well as the information set forth in the
section headed “Financial Information.”
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SUMMARY
Summary Consolidated Statements of Profit or Loss
The following table summarizes our consolidated statements of profit or loss for the years/periods indicated:
Year Ended December 31, Nine Months ended September 30,
2022 2023 2024 2024 2025
(in RMB in thousands, except for percentages)
(Unaudited)
Revenue ............ 5,336,649 100.0 5,718,841 100.0 6,920,102 100.0 4,815,515 100.0 6,076,678 100.0
Cost of sales ......... (3,724,687) (69.8) (3,930,200) (68.7) (4,809,739) (69.5) (3,320,800) (69.0) (4,198,941) (69.1)
Gross profit ......... 1,611,962 30.2 1,788,641 31.3 2,110,363 30.5 1,494,715 31.0 1,877,737 30.9
Other income, gains and
losses ............. 91,145 1.7 88,339 1.5 91,919 1.3 62,902 1.3 48,884 0.8
Selling expenses ...... (314,238) (5.9) (323,933) (5.7) (353,553) (5.1) (243,306) (5.1) (283,870) (4.7)
Administrative
expenses .......... (248,248) (4.7) (297,873) (5.2) (345,659) (5.0) (215,713) (4.5) (235,310) (3.9)
Research and
development
expenses .......... (305,808) (5.7) (309,962) (5.4) (348,694) (5.0) (243,104) (5.0) (325,688) (5.4)
Share of results of
associates ......... 6,060 0.1 9,877 0.2 9,807 0.1 9,288 0.2 4,164 0.1
Finance costs ......... (89,595) (1.7) (66,778) (1.2) (60,439) (0.9) (44,933) (0.9) (39,273) (0.6)
Impairment losses on
financial assets,
n e t ............... (23,922) (0.4) (15,434) (0.3) (29,881) (0.4) (7,504) (0.2) (9,922) (0.2)
Listing expense ....... — — — — — — — — (636) (0.0)
Profit before
taxation .......... 727,356 13.6 872,877 15.2 1,073,863 15.5 812,345 16.8 1,036,086 17.0
Income tax expense .... (67,109) (1.3) (115,150) (2.0) (153,360) (2.2) (103,102) (2.1) (152,783) (2.5)
Profit for the year/
period ............ 660,247 12.3 757,727 13.2 920,503 13.3 709,243 14.7 883,303 14.5
During the Track Record Period, our revenue, gross profit and net profit all achieved consistent increase. For
further information, see “Financial Information—Description of Selected Components of Consolidated Statements of
Profit or Loss” in this prospectus.
Revenue
The table below sets forth a breakdown of our revenue by business line during the Track Record Period:
Year Ended December 31, Nine Months ended September 30,
2022 2023 2024 2024 2025
(in RMB in thousands, except for percentages)
(Unaudited)
Electronic Communications
Business .............. 3,467,234 65.0 3,362,765 58.8 4,301,647 62.2 3,036,126 63.0 3,938,499 64.8
Electrical Power
Transmission Product
Business .............. 1,605,025 30.0 2,035,942 35.6 2,308,394 33.4 1,548,975 32.2 1,900,503 31.3
Other Business ........... 264,390 5.0 320,134 5.6 310,061 4.4 230,414 4.8 237,676 3.9
Total ................... 5,336,649 100.0 5,718,841 100.0 6,920,102 100.0 4,815,515 100.0 6,076,678 100.0
During the Track Record Period, we derived revenue primarily from (i) our electronic communications
business, comprising the developing, manufacturing and sales of telecoms cable products, which include high-
speed copper cables and consumer and industrial electronic cable products, and electronic materials products;
(ii) our electrical power transmission product business, comprising the developing, manufacturing and sales of
NEV power transmission products, which includes NEV charging products and power battery safety protection
products, and electrical cable accessories products; and (iii) other business, including wind power business and
other business.
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SUMMARY
The table below sets forth a breakdown of our revenue by product line during the Track Record Period:
Year Ended December 31 Nine Months ended September 30,
2022 2023 2024 2024 2025
(in RMB in thousands, except for percentages)
(Unaudited)
Telecoms cable products ...... 1,362,366 25.5 1,164,501 20.4 1,702,272 24.6 1,196,963 24.8 1,894,591 31.2
High-speed copper cables . . . 110,568 2.1 96,093 1.7 300,876 4.3 179,622 3.7 748,023 12.3
Consumer and industrial
electronic cables
products .............. 1,251,798 23.4 1,068,408 18.7 1,401,396 20.3 1,017,341 21.1 1,146,568 18.9
Electronic material products ... 2,104,868 39.5 2,198,264 38.4 2,599,375 37.6 1,839,163 38.2 2,043,908 33.6
NEV power transmission
products .................. 823,878 15.4 1,082,420 18.9 1,381,421 20.0 917,071 19.1 1,159,471 19.1
NEV charging products .... 515,545 9.7 701,395 12.3 891,455 12.9 562,318 11.7 806,671 13.3
Power battery safety
protection products ...... 308,333 5.7 381,025 6.6 489,966 7.1 354,753 7.4 352,800 5.8
Electrical cable accessories
products .................. 781,147 14.6 953,522 16.7 926,973 13.4 631,904 13.1 741,032 12.2
Other business ............... 264,390 5.0 320,134 5.6 310,061 4.4 230,414 4.8 237,676 3.9
Wind power business ...... 146,768 2.8 158,713 2.8 151,724 2.2 116,470 2.4 101,154 1.7
Others *................. 117,622 2.2 161,421 2.8 158,337 2.2 113,944 2.4 136,522 2.2
Total ....................... 5,336,649 100.0 5,718,841 100.0 6,920,102 100.0 4,815,515 100.0 6,076,678 100.0
Note:
* Others mainly include revenue from the development, sales and provision of implementation services of MOM
and MES platforms.
Gross Profit and Gross Profit Margin
The table below sets forth a breakdown of our gross profit and gross profit margin by product and business
line during the Track Record Period:
Year Ended December 31, Nine Months ended September 30,
2022 2023 2024 2024 2025
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
(in RMB in thousands, except for percentages)
(Unaudited)
Electronic Communications Business
Telecoms cable products .................... 259,899 19.1 173,487 14.9 278,801 16.4 198,302 16.6 399,949 21.1
High-speed copper cables .................. 52,826 47.8 36,334 37.8 130,001 43.2 68,951 38.4 340,871 45.6
Consumer and industrial electronic cables ..... 207,073 16.5 137,153 12.8 148,800 10.6 129,351 12.7 59,078 5.2
Electronic material products .................. 686,155 32.6 787,313 35.8 1,015,122 39.1 651,584 35.4 812,064 39.7
Electrical Power Transmission Product Business
NEV power transmission products ............. 240,193 29.2 286,383 26.5 321,207 23.3 228,296 24.9 249,887 21.6
NEV charging products ................... 112,146 21.8 149,920 21.4 181,307 20.3 120,168 21.4 156,373 19.4
Power battery safety protection products ...... 128,047 41.5 136,463 35.8 139,900 28.6 108,128 30.5 93,514 26.5
Electrical cable accessories products ........... 299,961 38.4 393,547 41.3 342,281 36.9 262,384 41.5 269,739 36.4
Other Business
Wind power business ....................... 98,268 67.0 109,933 69.3 101,753 67.1 79,315 68.1 62,127 61.4
Others* .................................. 27,486 23.4 37,978 23.5 51,199 32.3 74,834 65.7 83,971 61.5
Total ........................................ 1,611,962 30.2 1,788,641 31.3 2,110,363 30.5 1,494,715 31.0 1,877,737 30.9
Note:
* Others mainly include gross profit and gross profit margin from the development, sales and provision of
implementation services of MOM and MES platforms.
Profit for the Year
During the Track Record Period, we experienced significant growth in net profit, which increased from
RMB660.2 million in 2022 to RMB757.7 million in 2023 and further to RMB920.5 million in 2024. Our net
profit increased from RMB709.2 million for the nine months ended September 30, 2024 to RMB883.3 million
for the nine months ended September 30, 2025. The increase in our net profit are primarily driven by the increase
in our revenue as we expanded our product portfolio to meet growing demands for our products across different
industry lines. Such increase are also contributed to optimization of our costs management mainly due to
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SUMMARY
improving unit economics attributable to our continuous R&D, increase in automation and operating efficiency
and product mix optimization, particularly as we expanded sales of high-speed copper cables, electronic
materials and NEV related products.
Summary Consolidated Statements of Financial Position
The table below sets forth selected information from our consolidated statements of financial position as of
the dates indicated, which have been extracted from our audited consolidated financial statements included in
Appendix I to this prospectus:
As of December 31, As of September 30,
20252022 2023 2024
RMB’000 RMB’000 RMB’000 RMB’000
Current assets ................................... 4,133,457 4,718,097 5,536,890 6,080,237
Non-current assets ............................... 4,185,279 4,262,339 4,693,436 5,556,147
Total assets .................................... 8,318,736 8,980,436 10,230,326 11,636,384
Current liabilities ................................ 2,799,419 2,742,978 2,884,640 4,023,871
Non-current liabilities ............................ 719,923 774,954 1,217,357 1,146,817
Total liabilities .................................. 3,519,342 3,517,932 4,101,997 5,170,688
Net current assets ................................ 1,334,038 1,975,119 2,652,250 2,056,366
Net assets ...................................... 4,799,394 5,462,504 6,128,329 6,465,696
Non-controlling interests .......................... 456,772 554,957 593,524 292,176
We recorded net assets of RMB4,799.4 million, RMB5,462.5 million and RMB6,128.3 million and
RMB6,465.7 million as of December 31, 2022, 2023 and 2024 and September 30, 2025, respectively. The continued
growth in net asset status during the Track Record Period were mainly attributed to increase in our net profit. We
made dividend distributions in 2022, 2023 and 2024, respectively and made share repurchase in 2023, which
partially offset increase of net assets for relevant years. For details, please see Note 13 and Note 33 to Accountants’
Report attached to this Prospectus. Our net assets increased from RMB4,799.4 million as at December 31, 2022 to
RMB5,462.5 million as at December 31, 2023, primarily attributable to the profit for the year of RMB757.7 million
in 2023. Such increase was partially offset by (i) the repurchase of shares of RMB100.1 million; and (ii) the
dividend paid of RMB50.4 million in 2023. Our net assets increased from RMB5,462.5 million as at December 31,
2023 to RMB6,128.3 million as at December 31, 2024, primarily attributable to the profit for the year of
RMB920.5 million in 2024. Such increase was partially offset by (i) the dividend paid during the year of
RMB211.9 million; and (ii) acquisition of additional interests in a subsidiary without change in control of
RMB32.6 million in 2024. Our net assets increased from RMB6,128.3 million as at December 31, 2024 to
RMB6,465.7 million as at September 30, 2025, primarily due to the profit for the nine months ended September 30,
2025 of RMB883.3 million. Such increases were partially offset by (i) acquisition of additional interests in a
subsidiary without change in control of RMB344.1 million; and (ii) the dividend paid during the period of
RMB170.7 million.
We recorded net current assets of RMB1,334.0 million, RMB1,975.1 million, RMB2,652.3 million and
RMB2,056.4 million as of December 31, 2022, 2023 and 2024 and September 30, 2025, respectively. The
increase in our net current assets during the Track Record Period were mainly attributed to increase in trade and
other receivable in line with growth in our revenue and increase in bank balances and cash, as well as decrease in
bank and other borrowings, the effect of which are partially offset by increase in trade and other payables and tax
payables in line with our business growth.
For further information, see “Financial Information—Discussion of Selected Items From Consolidated
Statements of Financial Position” in this prospectus.
Summary Consolidated Statements of Cash Flows
The following table sets forth a summary of our cash flows information for the years/periods indicated:
Year Ended December 31,
Nine Months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Net cash flows from operating activities .............. 1,035,843 860,089 942,949 652,542 886,257
Net cash flows used in investing activities ............ (388,275) (390,629) (591,112) (640,705) (621,108)
Net cash flows (used in)/ from financing activities ...... (517,747) (391,537) (349,464) (188,257) (209,201)
Net increase/(decrease) in cash and cash
equivalents .................................. 129,821 77,923 2,373 (176,420) 55,948
Cash and cash equivalents at beginning of the year ...... 657,398 799,820 879,070 879,070 877,485
Effect of foreign exchange rate changes, net ........... 12,601 1,327 (3,958) 2,999 (1,786)
Cash and cash equivalents at end of the year.......... 799,820 879,070 877,485 705,649 931,647
For more details, see “Financial Information—Liquidity and Capital Resources” in this prospectus.
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SUMMARY
Key Financial Ratio
The table below sets forth our key financial ratios for the years/as of the dates indicated:
As of/Year Ended
December 31, As of/Nine Months
ended September 30, 20252022 2023 2024
Gross profit margin ............................... 30.2% 31.3% 30.5% 30.9%
Net profit margin ................................. 12.3% 13.2% 13.3% 14.5%
Return on equity .................................. 14.8% 14.8% 15.9% 14.0%
Current ratio ..................................... 1.48 1.72 1.92 1.51
Debt to equity ratio ............................... 23.8% 14.3% 15.3% 24.4%
DIVIDENDS
On June 13, 2022, we paid a final dividend of RMB44.1 million (RMB0.35 per 10 A Shares) for the year
ended December 31, 2021. On May 29, 2023, we paid a final dividend of RMB50.4 million (RMB0.40 per 10
A Shares) for the year ended December 31, 2022. On May 29, 2024, we paid a final dividend of
RMB211.9 million (RMB1.70 per 10 A Shares) for the year ended December 31, 2023. On June 23, 2025, we
paid a final dividend of RMB170.7 million (RMB1.37 per 10 A Shares) for the year ended December 31, 2024.
Upon completion of the Global Offering, we may distribute dividends in the form of cash or by other means
permitted by our Articles of Association. Any proposed distribution of dividends shall be formulated by our
Board and will be subject to approval of our Shareholders. There is no assurance that dividends of any amount
will be declared or be distributed in any year. Currently, we do not intend to adopt a formal dividend policy or a
fixed dividend distribution ratio following the Global Offering.
OUR SINGLE LARGEST SHAREHOLDER
As of the Latest Practicable Date, Mr. Zhou directly holds 139,563,801 A Shares, representing
approximately 11.08% of the total issued Shares our Company (including 10,283,600 treasury A Shares). In
addition, Mr. Zhou and Ms. Yi Huarong, Mr. Zhou’s spouse and an executive Director, who are the only
beneficial owners of the Tongyi Funds, are interested in 50,000,000 A Shares, representing approximately 3.97%
of the total issued Shares of our Company (including 10,283,600 treasury A Shares), through the Tongyi Funds.
As such, as of the Latest Practicable Date, each of Mr. Zhou and Ms. Yi Huarong is interested in
189,563,801 A Shares, representing approximately 15.05% of the total issued Shares of our Company (including
10,283,600 treasury A Shares), and Mr. Zhou, Ms. Yi and the Tongyi Funds constitute a group of single largest
shareholder of the Company. For details, see “Substantial Shareholders”.
THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as part of the Global
Offering. The Global Offering comprises: (a) the Hong Kong Public Offering of 13,999,000 H Shares (subject to
adjustment as mentioned below) in Hong Kong as described below in the section headed “Structure of the Global
Offering—The Hong Kong Public Offering”; and (b) the International Offering of an aggregate of 125,989,800
H Shares (subject to adjustment as mentioned below) outside the United States in offshore transactions in
accordance with Regulation S, as described in “Structure of the Global Offering—The International Offering” in
this prospectus.
GLOBAL OFFERING STATISTICS
The statistics in the following table are based on the assumptions that the Global Offering has been
completed and 139,988,800 Offer Shares are issued pursuant to the Global Offering:
Based on a maximum Offer
Price of HK$20.09 per
H Share
Market capitalization of our H Shares HK$2,812.4 million
Market capitalization of our Shares upon the completion of the Global
Offering
(note 1)
HK$47,186.2 million
Unaudited pro forma adjusted consolidated net tangible assets per Share (note 2) HK$6.38
Notes:
1) The total market capitalization of the Company is calculated based on (i) 1,249,614,962 A Shares (excluding 10,283,600 treasury shares) as of the L atest
Practicable Date at the average closing price of the A Shares of the Company for the five business days immediately preceding the Latest Practicable Da te at
RMB31.82 (or approximately HK$35.51) per Share, and (ii) the expected market capitalization of the Company’s H Shares based on 139,988,800 H Shares
expected to be issued at Listing.
2) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company per Share is arrived at after th e
adjustments referred to in the section headed “Unaudited Pro Forma Financial Information” in Appendix IIA to this prospectus and is calculated based on
1,386,322,362 Shares (excluding treasury shares) in issue immediately following the completion of the Global Offering had it been completed as of
September 30, 2025.
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SUMMARY
3) The difference of number of shares used to calculate the market capitalization and the unaudited pro forma NTA per Share is 3,281,400 treasury A Shar es,
which were granted to participants of the 2025 Restricted Share Scheme on May 12, 2025. Those shares shall be vested on the vesting date if certain
conditions are fulfilled under the Scheme. For details, please see Note 36 Accountants’ Report attached to this Prospectus.
PROFIT ESTIMATE FOR THE YEAR ENDED DECEMBER 31, 2025
On the basis set out in Appendix IIB to this prospectus, and in the absence of unforeseen circumstances, we
estimate our unaudited consolidated profit attributable to owners of our Company for the year ended
December 31, 2025 to be not less than RMB1.1 billion . For details about our consolidated profit attributable to
owners of our Company for the year ended December 31, 2025, see “Appendix IIB—Profit Estimate.”
POTENTIAL SPIN-OFF
Given our significant scale of overall business operation, we assess different opportunities for financing and
business operation from time to time with an aim to create value to our shareholders, including spinning off
certain subsidiaries or business, subject to, amongst others, the market conditions, financing needs and
development of the subsidiaries and business.
As of the date of this Prospectus, we have issued announcements on the Shenzhen Stock Exchange that we
have commenced the preliminary preparatory work of the spin-off Shanghai Keter and Huizhou LTK previously.
Further, we wish to retain the possibility to spin-off Woer New Energy (together with Shanghai Keter and
Huizhou LTK, collectively, the “ Spin-off Businesses ”) within three years from the Listing. The Spin-off
Businesses will be subject to compliance with all applicable requirements of the Listing Rules including, without
limitation, Practice Note 15, unless otherwise waived by the Stock Exchange. We have obtained from the Stock
Exchange a waiver from strict compliance with the three-year restriction requirement under paragraph 3(b) of
Practice Note 15 in relation to the Spin-off Businesses. For the avoidance of doubt, there is no assurance as to the
timing or the sequence of the potential spin-offs. We cannot assure you that any spin-off will ultimately be
consummated, whether within the three-year period after the Listing or otherwise, and any such spin-off will be
subject to, among other things, market conditions and Shareholders’ approval at the time.
USE OF PROCEEDS
We estimate the net proceeds of the Global Offering which we will receive, assuming an Offer Price of
HK$20.09 per Offer Share (being the maximum amount of the Offer Price range stated in the prospectus), will be
approximately HK$2,733.6 million, after deduction of underwriting fees and commissions and estimated
expenses payable by us in connection with the Global Offering.
In accordance with our strategy, we plan to use the proceeds for the following intended purposes in the
amounts set forth below:
• 45%, or approximately HK$1,240.8 million, will be used to diversify our product portfolio and upgrade
our products to expand our business scope and increase our market share and penetration, so as to
consolidate our leading position in the electronic communication and electrical power transmission
industries;
• 27%, or approximately HK$727.4 million, will be used to expand our global business footprint,
enhance our production capacity in China and Malaysia to meet the growing demand from fast-
growing overseas markets;
• 18%, or approximately HK$492.0 million, will be used for potential strategic investments and/or
acquisitions; and
• 10%, or approximately HK$273.4 million will be used for the working capital and general corporate
purposes.
For more details, see “Future Plans and Use of Proceeds” in this prospectus.
LISTING EXPENSES
Listing expenses to be borne by us are estimated to be approximately RMB70.6 million (HK$78.8 million)
(including underwriting commission), at the Offer Price of HK$20.09 per Share, among which
(i) underwriting-related expenses, including underwriting commission and other expenses are approximately
RMB42.8 million (HK$47.8 million) and (ii) non-underwriting-related expenses are approximately
RMB27.8 million (HK$31.0 million), comprising (a) fees and expenses of legal advisers and accountants of
approximately RMB19.5 million (HK$21.8 million) and (b) other fees and expenses of approximately
RMB8.3 million (HK$9.2 million). As of September 30, 2025, we incurred a total of RMB14.2 million
(HK$15.9 million) in Listing expenses, among which RMB0.6 million (HK$0.7 million) were recognized in our
consolidated statement of profit or loss, and RMB13.6 million (HK$15.2 million) were directly attributable to the
offering and listing of our Offer Shares and will be deducted from equity upon the Listing.
We estimate that additional Listing expenses of approximately RMB56.4 million (HK$62.9 million), based
on the Offer Price of HK$20.09 per Offer Share) will be incurred by us, approximately RMB1.7 million (HK$1.9
million) of which is expected to be charged to our statements of profit or loss, and approximately
RMB54.7 million (HK$61.0 million) of which is directly attributable to the offering and listing of our Offer
–9–


--- page 18 ---
SUMMARY
Shares and will be deducted from equity upon the Listing. Our listing expenses as a percentage of gross proceeds
is 2.80%. The listing expenses above are the latest practicable estimate for reference only, and the actual amount
may differ from this estimate.
OUR LISTING ON THE SHENZHEN STOCK EXCHANGE AND REASONS FOR THE LISTING ON
THE STOCK EXCHANGE
Since 2007, our Company has been listed on the Shenzhen Stock Exchange. During the Track Record Period
and up to the Latest Practicable Date, our Directors confirmed that we had no instances of material non-
compliance with the rules of the Shenzhen Stock Exchange and other applicable securities laws and regulations
of the PRC in any material respects, and, to the best knowledge of our Directors having made all reasonable
enquiries, there was no material matter that should be brought to the investors’ attention in relation to our
compliance record on the Shenzhen Stock Exchange. Our PRC Legal Adviser is of the view that, based on
confirmation from the Directors, the Company has complied in all material respects with the laws and regulations
applicable to its listing on the Shenzhen Stock Exchange during the Track Record Period and up to the Latest
Practicable Date. Based on the independent due diligence conducted by the Joint Sponsors, nothing has come to
the Joint Sponsors’ attention that would cause them to disagree with our Directors’ confirmation with regard to
the compliance records of the Company on the Shenzhen Stock Exchange.
Our Company seeks to be listed on the Hong Kong Stock Exchange in order to further advance our
internationalization strategy, optimize our global production capacity layout, strengthen our core
competitiveness, and improve our operational and management capabilities. See “Business—Development
Strategies” and “Future Plans and Use of Proceeds” for more details.
IMPACT OF TARIFF
During the Track Record Period, we derived revenue primarily from China, but also generated a small
portion of revenue from overseas to satisfy growing demands for certain of our telecom cable products,
electronic material products, NEV power charging products and electrical cable accessories products, mainly
driven by development of automotive, robotics and electronics manufacturing sectors and power infrastructure
projects in relevant local markets.
In 2025, U.S. tariff on Chinese export changed multiple times. On February 1 2025, an additional 10% tariff
was put on Chinese products, which was raised to 20% on March 3, 2025. On April 2 2025, an additional tariff was
further increased, changing the effective rate of Chinese goods to be 30%. On April 10 2025, the additional tariff on
China was raised to 125%. On May 12 2025, additional tariff was temporarily reduced to 20%, and this reduced rate
was extended for another 90 days on August 11 2025. On November 4, 2025, the additional tariff was further
reduced to 10%, effective on November 10, 2025, and remaining in effect through November 10, 2026. On May 28,
2025, the U.S. Court of International Trade ruled that the Additional US Tariffs exceeded the president’s legal
authority. The international tariff policies are rapidly evolving, and the final outcome, including whether the current
US Tariffs can be implemented as proposed, is highly uncertain.
Our Directors believe that the 2025 Additional US Tariffs, including the corresponding tariff policies
introduced by other countries, assuming they are enforced as proposed, will not have a material and adverse
impact on our business, results of operations and expansion plan, on the bases that (i) we make very limited
direct exports to the U.S., and therefore has insignificant direct exposure to the tariffs imposed by the U.S.;
(ii) downstream customers, who import the end products incorporating our products in the U.S., are responsible
for the tariffs; (iii) we do not intend to significantly increase our direct sales in the U.S.; and (iv) we do not
source any major raw materials from the U.S..
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
Subsequent to the Track Record Period and up to the Latest Practicable Date, our business operation
remained stable. Our business model remains unchanged subsequent to the Track Record Period and we continue
to develop more electronic communication products and electrical power transmission products and reach a
larger customer base after the Track Record Period.
Our Directors confirm that, up to the date of this prospectus, there had been no material adverse change in
our financial, operational or prospects since September 30, 2025, being the latest balance sheet date of our
consolidated financial statements in the Accountants’ Report in Appendix I to this prospectus.
–1 0–


--- page 19 ---
DEFINITIONS
In this prospectus, unless the context otherwise requires, the following terms and expressions shall have
the meanings set out below.
“A Share (s)” ordinary share (s) issued by our Company, with a nominal value of
RMB1.00 each, which is/are subscribed for or credited as paid in
Renminbi and is/are listed for trading on the Shenzhen Stock
Exchange
“A Shareholder (s)” holder (s) of the A Share (s)
“Accountants’ Report” the accountants’ report of our Company from Moore CPA Limited,
the text of which is set out in Appendix I to this prospectus
“affiliate (s)” with respect to any specified person, any other person, directly or
indirectly, controlling or controlled by or under direct or indirect
common control with such specified person
“AFRC” the Accounting and Financial Reporting Council of Hong Kong
“Articles” or “Articles of Association” the articles of association of our Company adopted on June 3, 2025,
with effect upon the Listing Date (as amended from time to time), a
summary of which is set out in Appendix III to this prospectus
“associate (s)” has the meaning ascribed thereto under the Listing Rules
“Audit Committee” the audit committee of our Board
“Board” or “Board of Directors” the board of Directors of our Company
“Business Day” a day on which banks in Hong Kong are generally open for normal
business to the public and which is not a Saturday, Sunday or public
holiday in Hong Kong
“Capital Market Intermediary (ies)” or
“CMI (s)”
the capital market intermediary (ies) as named in the section headed
“Directors and Parties Involved in the Global Offering” in this
prospectus and has the meaning ascribed thereto under the Listing
Rules
“CCASS” the Central Clearing and Settlement System established and operated
by HKSCC
“Corporate Governance Code” the Corporate Governance Code as set out in Appendix C1 to the
Hong Kong Listing Rules
“Changzhou LTK” LTK Electric Wire (Changzhou) Ltd. (
ཥᇞʈุ(੬ψ)ʮ̡)
is a limited liability company incorporated under the laws of PRC on
July 23, 2013, a subsidiary of our Company
“Changzhou Woer” Changzhou Woer Heat-Shrinkable Material Co., Ltd. (
ҿ
ʮ̡) is a limited liability company incorporated under the laws
of PRC on November 10, 2010, a subsidiary of our Company
–1 1–


--- page 20 ---
DEFINITIONS
“Changzhou Woke” Changzhou Varlk Technology Co., Ltd. (ʮ̡), a
limited liability company established under the laws of the PRC on
March 9, 2016, a subsidiary of our Company
“China” or “PRC” the People’s Republic of China, which only in the context of
describing PRC rules, laws, regulations, regulatory authority, and any
PRC entities or citizens under such rules, laws and regulations and
other legal or tax matters in this prospectus, excludes Taiwan, Hong
Kong and the Macau Special Administrative Region of the People’s
Republic of China
“close associate (s)” has the meaning ascribed thereto under the Listing Rules
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong),
as amended, supplemented or otherwise modified from time to time
“Companies (Winding Up and
Miscellaneous Provisions) Ordinance”
the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong), as amended,
supplemented or otherwise modified from time to time
“Company” or “our Company” Shenzhen Woer Heat-Shrinkable Material Co., Ltd. (
ҿ
ʮ̡), a joint stock company with limited liability
incorporated in the PRC and, if the context requires, includes its
predecessor
“connected person (s)” has the meaning ascribed thereto under the Listing Rules
“core connected person (s)” has the meaning ascribed thereto under the Listing Rules
“CSRC” China Securities Regulatory Commission (
ึ)
“CYG Electronics” CYG Electronics (Group) Co., Ltd. (ʮ̡), a
limited liability company established in the PRC on July 29, 1993 and
one of our subsidiaries
“Director (s)” the director (s) of our Company
“Dongguan Changyuan” Changyuan Electronics (Dongguan) Co., Ltd. (
෤ཥɿ(୷)ʮ
̡) is a limited liability company incorporated under the laws of PRC
on February 14, 2014, a subsidiary of our Company
“EIT Law” the PRC Enterprise Income Tax Law (੻೼
)
“Employee Incentive Schemes” the 2025 Restricted Share Scheme and the 2025 Share Option Scheme
“ESG” environmental, social and governance
“Extreme Conditions” extreme conditions caused by a super typhoon or other natural
disaster of a substantial scale seriously affect the working public’s
ability to resume work or brings safety concern for a prolonged period
as announced by the government of Hong Kong
“FINI” Fast Interface for New Issuance, an online platform operated by
HKSCC that is mandatory for admission to trading and, where
applicable, the collection and processing of specified information on
subscription in and settlement for all new listings
–1 2–


--- page 21 ---
DEFINITIONS
“F&S” or “Industry Consultant” Frost & Sullivan, our industry consultant
“F&S Report” or “Industry Report” the industry report commissioned by our Company and independently
prepared by F&S, a summary of which is set forth in the section
headed “Industry Overview” in this prospectus
“General Rules of HKSCC” General Rules of HKSCC published by the Stock Exchange and as
amended from time to time
“Global Offering” the Hong Kong Public Offering and the International Offering
“Group”, “our Group”, “we”, “our” or
“us”
our Company and its subsidiaries or, where the context so requires, in
respect of the period before our Company became the holding
company of its present subsidiaries at the relevant time, the business
acquired or operated by such subsidiaries or their predecessors (as the
case may be)
“Guide for New Listing Applicants” the Guide for New Listing Applicants published by the Stock
Exchange
“H Share (s)” overseas listed foreign ordinary share (s) in the share capital of our
Company with a nominal value of RMB1.00 each, which are to be
subscribed for and traded in Hong Kong dollars and to be listed on the
Hong Kong Stock Exchange
“H Share Registrar” Computershare Hong Kong Investor Services Limited
“H Shareholder (s)” holders of the H Shares
“HK$”, “Hong Kong dollars”, “HK
Dollars” or “cents”
Hong Kong dollars and cents respectively, the lawful currency of
Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly owned
subsidiary of Hong Kong Exchanges and Clearing Limited
“HKSCC EIPO” the application for the Hong Kong Offer Shares to be issued in the
name of HKSCC Nominees and deposited directly into CCASS to be
credited to your designated HKSCC Participant’s stock account
through causing HKSCC Nominees to apply on your behalf, including
by instructing your broker or custodian who is a clearing participant
or a custodian participant under HKSCC to give electronic
application instructions via HKSCC’s FINI system to apply for the
Hong Kong Offer Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly owned subsidiary of the
HKSCC
“HKSCC Operational Procedures” the operational procedures of HKSCC, containing the practices,
procedures and administrative or other requirements relating to
HKSCC’s services and the operations and functions of CCASS, FINI
or any other platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time to time in
force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct clearing
participant, a general clearing participant or a custodian participant
–1 3–


--- page 22 ---
DEFINITIONS
“HK Woer” Hongkong Woer Trading Co., Limited (ʮ̡), a
limited liability company established under the laws of the Hong
Kong Special Administrative Region of the PRC on December 16,
2008, a subsidiary of our Company
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules” or “Listing
Rules”
the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited, as amended or supplemented from time to
time
“Hong Kong Offer Shares” the 13,999,000 H Shares being initially offered by us for subscription
pursuant to the Hong Kong Public Offering (subject to reallocation as
described in the section headed “Structure of the Global Offering” in
this prospectus)
“Hong Kong Public Offering” the offer for subscription of the Hong Kong Offer Shares to the public
in Hong Kong, on and subject to the terms and conditions described
in the section headed “Structure of the Global Offering” in this
prospectus
“Hong Kong Stock Exchange” or “Stock
Exchange”
The Stock Exchange of Hong Kong Limited, a wholly owned
subsidiary of Hong Kong Exchanges and Clearing Limited
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering as listed in the
section headed “Underwriting” in this prospectus
“Hong Kong Underwriting Agreement” the underwriting agreement dated February 4, 2026 relating to the
Hong Kong Public Offering and entered into by, among others, our
Company, the Sponsor-overall Coordinators and the Hong Kong
Underwriters, as further described in the section headed
“Underwriting” in this prospectus
“HPC” the highperformance computing
“Huizhou Cable” Hui Zhou LTK Electronics Cable Ltd. (
ʮ̡), a
limited liability company established under the laws of the PRC on
April 27, 2002, a subsidiary of our Company
“Huizhou LTK” LTK Electric Wire (Huizhou) Ltd. (
ʮ̡)
is a joint stock company, formerly incorporated as a limited liability
company under the laws of PRC on January 4, 1988, a subsidiary of
our Company
“IASB” International Accounting Standards Board
“IFRS Accounting Standards” International Accounting Standards, International Financial Reporting
Standards, amendments and the related interpretations issued by the
IASB
“IIT Law” the Individual Income Tax Law of the PRC (
ה
)
“Independent Third Party (ies)” any person (s) or entity (ies) who/which is not a connected person of
our Company within the meaning of the Listing Rules
–1 4–


--- page 23 ---
DEFINITIONS
“International Offer Shares” the 125,989,800 H Shares being initially offered by us for
subscription under the International Offering (subject to reallocation
as described in the section headed “Structure of the Global Offering”
in this prospectus)
“International Offering” the conditional placing of the International Offer Shares at the Offer
Price outside the United States (including to professional and
institutional investors within Hong Kong) in offshore transactions in
reliance on Regulation S, as further described in the section headed
“Structure of the Global Offering” in this prospectus
“International Underwriters” the group of international underwriters expected to enter into the
International Underwriting Agreement to underwrite the International
Offering
“International Underwriting Agreement” the underwriting agreement expected to be entered into on or around
February 11, 2026 by, among others, our Company, the Joint
Sponsors, the Sponsor-overall Coordinators and the International
Underwriters in respect of the International Offering, as further
described in “Underwriting—Underwriting Arrangements and
Expenses—The International Offering” in this prospectus
“Joint Bookrunners” the Joint Bookrunners as named in the section headed “Directors and
Parties Involved in the Global Offering” in this prospectus
“Joint Global Coordinators” the Joint Global Coordinators as named in the section headed
“Directors and Parties Involved in the Global Offering” in this
prospectus
“Joint Lead Managers” the Joint Lead Managers as named in the section headed “Directors
and Parties Involved in the Global Offering” in this prospectus
“Joint Sponsors” and “Sponsor-overall
Coordinators”
the Joint Sponsors and the Sponsor-overall Coordinators of the listing
of the H Shares on the Hong Kong Stock Exchange as named in the
section headed “Directors and Parties Involved in the Global
Offering” in this prospectus
“Latest Practicable Date” January 27, 2026, 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 Hong Kong
Stock Exchange
“Listing Committee” the listing committee of the Hong Kong Stock Exchange
“Listing Date” the date, expected to be on or about Friday, February 13, 2026, on
which the H Shares are listed on the Hong Kong Stock Exchange and
dealings in the H Shares are first permitted to commence on the
Hong Kong Stock Exchange
“Main Board” the stock market (excluding the option market) operated by the Hong
Kong Stock Exchange which is independent from and operated in
parallel with the GEM of the Hong Kong Stock Exchange
–1 5–


--- page 24 ---
DEFINITIONS
“Major Subsidiaries” our subsidiaries as identified in “History, Development and Corporate
Structure—Major Subsidiaries”, which we consider are material to
our operations and/or our financial performance during the Track
Record Period
“MIIT” Ministry of Industry and Information Technology of the PRC (
ʕശɛ
ʷ௅)
“MOF” Ministry of Finance of the PRC (௅)
“Mr. Zhou” Mr. Zhou Heping ( մձ̻), our executive Director and chairperson of
the Board
“NDRC” National Development and Reform Commission of the PRC ( ʕശɛ
ึ)
“Nomination Committee” the nomination committee of our Board
“NPC” the National People’s Congress of the PRC (
ʕശɛ͏΍ձ਷Ό਷ɛ͏
ɽึ)
“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 Hong Kong Stock Exchange trading fee of 0.00565%)
at which the Offer Shares are to be subscribed for and issued pursuant
to the Global Offering as described in the section headed “Structure
of the Global Offering” in this prospectus
“Offer Shares” the Hong Kong Offer Shares and the International Offer Shares
“Overseas Listing Trial Measures” the Trial Administrative Measures of Overseas Securities Offering
and Listing by Domestic Companies (
ྤʫΆุྤ̮೯БᗇՎձɪ̹
) promulgated by the CSRC on February 17, 2023
“PRC Company Law” the Company Law of the People’s Republic of China ( ʕശɛ͏΍ձ
)
“PRC GAAP” generally accepted accounting principles in Chinese mainland
“PRC Government” the central government of the PRC and all governmental subdivisions
(including provincial, municipal and other regional or local
government entities) and instrumentalities thereof or, where the
context requires, any of them
“PRC Legal Adviser” Sundial Law Firm, the legal adviser of our Company as to the PRC
laws
“PRC Securities Law” the Securities Law of the PRC (
), as
amended, supplemented or otherwise modified from time to time
“Price Determination Agreement” the agreement to be entered into between our Company and the
Sponsor-overall Coordinators (for themselves and on behalf of the
Underwriters) on the Price Determination Date to fix and record the Offer
Price
–1 6–


--- page 25 ---
DEFINITIONS
“Price Determination Date” the date on which the Offer Price is to be fixed
“Qingdao Wind Power” Qi ngdao Woerxinyuan Wind Power Generation Co., Ltd. (Ӝဧอ
ʮ̡) is a limited liability company incorporated under
the laws of PRC on June 22, 2011, a subsidiary of our Company
“Regulation S” Regulation S under the U.S. Securities Act
“Reporting Accountants” Moore CPA Limited, the reporting accountants of our Company
“Remaining Group” The Group, excluding Shanghai Keter, Huizhou LTK and Woer New
Energy
“Remuneration and Appraisal
Committee”
the remuneration and appraisal committee of our Board
“Renminbi” or “RMB” Renminbi, the lawful currency of the PRC
“R&D” research and development
“SAFE” the State Administration of Foreign Exchange of the PRC (
ʕശɛ͏
΍ձ਷̮ි၍ଣ҅)
“Securities and futures Commission” or
“SFC”
the Securities and futures Commission of Hong Kong
“SFO” the Securities and futures Ordinance (Chapter 571 of the Laws of
Hong Kong), as amended, supplemented or otherwise modified from
time to time
“Shanghai Changyuan” Shanghai Changyuan Electronic Material Co., Ltd. (
ࣘ
ʮ̡) is a limited liability company incorporated under the laws
of PRC on July 17, 2000, a subsidiary of our Company
“Shanghai Keter” Shanghai Keter New Materials Co., Ltd. (ʮ
̡) is a joint stock company, formerly incorporated as a limited
liability company under the laws of PRC on August 28, 1997, a
subsidiary of our Company
“Shanghai Lante” Shanghai Lante New Material Co., Ltd. (
ʮ̡), a
limited liability company established under the laws of the PRC on
May 21, 2001, a subsidiary of our Company
“Share (s)” ordinary share (s) in the capital of our Company with a nominal value
of RMB1.00 each, including both A Shares and H Shares
“Shareholder (s)” holder (s) of our Share (s)
“Shenzhen Cable” Shenzhen Wore Wire & Cable Technology Co., Ltd. (
ଉέ̹Ӝဧत၇
ʮ̡), a limited liability company established under the laws
of the PRC on October 12, 2005, a subsidiary of our Company
“Shenzhen Changyuan” CYG Tefa Co., Ltd. (ʮ̡), a limited liability
company established under the laws of the PRC on December 6,
2002, a subsidiary of our Company
–1 7–


--- page 26 ---
DEFINITIONS
“Shenzhen Heat-Shrinkable” Shenzhen Woer Heat-Shrinkable Material Co., Ltd. ( ଉέ̹Ӝဧᆠᐵ
ʮ̡) is a limited liability company incorporated under the laws
of PRC on August 10, 2018, a subsidiary of our Company
“Shenzhen-Hong Kong Stock Connect” a securities trading and clearing links program developed by the Hong
Kong Stock Exchange, Shenzhen Stock Exchange, HKSCC and
China Securities Depository and Clearing Corporation Limited for
mutual market access between Hong Kong and Shenzhen
“Shenzhen Orbit” Shenzhen Orbit Systems Inc. (
ʮ̡)i sa
limited liability company incorporated under the laws of PRC on
September 19, 2005, a subsidiary of our Company
“Shenzhen Woer Electric” Shenzhen WOER Electric Technology Co., Ltd. (
ଉέ̹ӜဧཥɢҦஔ
ʮ̡), a limited liability company established under the laws of
the PRC on September 17, 2018, a subsidiary of our Company
“sq.m.” square meters
“State Council” the State Council of the PRC (
ʕശɛ͏΍ձ਷਷ਕ৫)
“subsidiary (ies)” has the meaning ascribed thereto under the Listing Rules
“substantial shareholder (s)” has the meaning ascribed thereto under the Listing Rules
“Takeovers Code” the Code on Takeovers and Mergers and Share Buy-backs published
by the SFC (as amended, supplemented or otherwise modified from
time to time)
“Tianjin Changyuan” Tianjin Changyuan Electronic Material Co., Ltd. (
ࣘ
ʮ̡), a limited liability company established under the laws of
the PRC on April 21, 2011, a subsidiary of our Company
“Tongyi Funds” Sha nghai Tongyi Investment Management Co., Ltd.—Tongyi Qingtong
No. 1 Private Securities Investment Fund (ʮ̡Ñ
ࣶڡ׋1ږShanghai Tongyi Investment
Management Co., Ltd.—Tongyi Qingtong No. 3 Private Securities
Investment Fund (
ࣶڡ׋3໮ӷ෍ᗇՎҳ
ږShanghai Tongyi Investment Management Co., Ltd.—Tongyi
Qingtong No. 6 PrivateSecurities Investment Fund (ҳ༟၍ଣ
ࣶڡ׋6ږand Shanghai Tongyi
Investment Management Co., Ltd.—Tongyi Furong No. 17 Private
Securities Investment Fund (
ႂ17໮
ږ)
Track Record Period” the three years ended December 31, 2022, 2023 and 2024 and nine
months ended September 30, 2025
“Underwriters” the Hong Kong Underwriters and the International Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the International
Underwriting Agreement
“United States” or “U.S.” the United States of America, its territories, its possessions and all
areas subject to its jurisdiction
–1 8–


--- page 27 ---
DEFINITIONS
“U.S. dollars”, “US$” or “USD” United States dollars, the lawful currency of the United States
“U.S. Securities Act” the U.S. Securities Act of 1933, as amended, supplemented or
otherwise modified from time to time, and the rules and regulations
promulgated thereunder
“VAT’’ value-added tax
“Vietnam Legal Adviser” Everone Law Firm, the legal adviser of our Company as to the
Vietnamese laws
“we”, “us” or “our” our Company
“Woer New Energy” Shenzhen Woer New Energy Elec tric Technology Co., Ltd. (
ଉέ̹Ӝဧ
ʮ̡) is a joint stock company, formerly
incorporated as a limited liability company under the laws of PRC on
December 2, 2003, a subsidiary of our Company
“White Form eIPO ” the application for Hong Kong Offer Shares to be issued in the
applicant’s own name by submitting applications online through the
designated website of White Form eIPO Service Provider at
www.eipo.com.hk
“White Form eIPO Service Provider” Computershare Hong Kong Investor Services Limited
“%” per cent
“2025 Share Option Scheme” the A Share option scheme adopted by our Company pursuant to
resolutions passed by our Shareholders on April 9, 2025, the principal
terms of which are set out in “Statutory and General
Information—Employee Incentive Schemes” in Appendix IV to this
prospectus
“2025 Restricted Share Scheme” the restricted A Share scheme adopted by our Company pursuant to
resolutions passed by our Shareholders on April 9, 2025, the principal
terms of which are set out in “Statutory and General
Information—Employee Incentive Schemes” in Appendix IV to this
prospectus
–1 9–


--- page 28 ---
GLOSSARY OF TECHNICAL TERMS
In this prospectus, unless the context otherwise requires, explanations and definitions of certain terms
used in this prospectus in connection with our Group and our business shall have the meanings set out below.
The terms and their meanings may not correspond to standard industry meaning or usage of these terms.
“A” ampere
“AC” alternating current, a current that periodically reverses its direction
“AC charging” alternating current charging, a method of charging NEVs using the
standard electrical grid power
“ADAS” advanced driver assistance system, a system made up of various
components, sensors and controllers, which together with the human
driver ensure the correct and safe movement of the vehicle, enabling
L1 to L2 automation
“ADAS ECU” advanced driver assistance system electronic control unit, a specialized
computer within a vehicle that processes sensor data and controls
various ADAS functions; acts as the brain for integrating sensor inputs
like cameras, radar, and lidar, enabling features like lane keeping,
automatic emergency braking, and adaptive cruise control
“AI” artificial intelligence, simulation of human intelligence processes by
machines, especially computer systems
“algorithm” a finite sequence of well-defined instructions, typically used to solve a
class of specific problems or to perform a computation
“anti-torsion cables” specialized cables designed to minimize twisting or twisting resistance,
primarily used in applications where efficient torque transmission is
crucial
“automatic inkjet coding control” electronic systems used to manage and regulate the printing of codes
and other information onto products or packaging using inkjet
technology
“AWG” American wire gauge, a specification of sorts that gives specific wire
dimensions for, among other things, electrical wires; the larger the
number, the smaller the wire diameter and thickness
“balloon tubing” a type of flexible plastic tubing specifically designed for use in medical
and industrial applications, often utilized in conjunction with balloon
catheters or similar devices. This tubing is characterized by its ability
to expand and contract, allowing for the controlled inflation and
deflation of balloons within the body or other systems.
“cable accessories” devices or components used alongside cables to enhance their
performance, protect them, and ensure safe and reliable operation
“CAGR” compound annual growth rate
“ceramicized polymer materials” a kind of material created by transforming polymers into ceramics
through a process called pyrolysis; offer a versatile approach to
ceramic production, utilizing polymeric precursors for shaping and
processing
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GLOSSARY OF TECHNICAL TERMS
“cold-shrinkable” a type of rubber tubing or sleeve that can shrink down in size without
the need for heat
“control cable” an electrical cable primarily used to transmit signals and data for
controlling or monitoring the operation of electrical equipment,
machinery, or systems
“CRM” customer relationship management, a set of integrated technologies
used to document, track and manage an organizations relationships and
interactions with existing and potential customers
“crosslinking” the process of connecting two or more molecules by covalent bonds
“DC” direct current, an electric current flowing in one constant direction
“DC charging gun” direct current charging gun, a NEV charging device that delivers
electricity directly to the vehicle’s battery using DC for faster charging
“DC charging socket” direct current charging socket, an electrical connector that provides DC
power to charge a NEV battery
“dual-wall tubing” a type of tubing with two distinct walls, typically designed for
applications requiring enhanced protection and insulation
“EMI” electromagnetic interference, the disturbance caused by
electromagnetic signals generated during the operation of electronic
devices or systems
“EVA” ethylene-vinyl acetate, a thermoplastic copolymer made from ethylene
and vinyl acetate monomers, known for its flexibility, transparency,
and resistance to UV radiation
“encoder cable” a specialized cable used to transmit electrical signals between an
encoder and a control device or system
“Ethernet cables” a type of network cable used to connect devices to a local area network
or a wide area network
“FEP” fluorinated ethylene propylene, a type of fluoropolymer with excellent
chemical resistance and high thermal stability
“flame-retardant tubing” a kind of tubing treated with a chemical that slows down the spread of
flames when exposed to fire
“fully-shielded” a condition where a cable or electronic component is entirely enclosed
in a protective conductive layer, which serves to block electromagnetic
interference (EMI) and radio frequency interference (RFI). This design
helps maintain signal integrity and protects internal components from
external environmental factors, thereby improving overall performance
and reliability
“G” gigabit
“GPU” graphics processing unit, a specialized electronic circuit for digital
image processing and computer graphics, which were later found to be
useful for non-graphic calculations. The ability of GPUs to rapidly
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GLOSSARY OF TECHNICAL TERMS
perform vast numbers of calculations has led to their adoption in
diverse fields including artificial intelligence where they excel at
handling data-intensive and computationally demanding tasks.
“green advanced manufacturing” a kind of manufacturing method that combines environmentally
conscious practices with advanced technologies to improve resource
efficiency and minimize negative environmental impacts throughout
the product lifecycle
“GW” gigawatt
“halogen-free tubing” a kind of cable that has no halogens such as chlorine, fluorine or
bromine used in the insulation and sheath material
“heat-shrinkable” a type of polymer tubing or sleeve that can shrink down in size when
heated
“heat-shrinkable tube printing” a process where information, such as text, graphics, or barcodes, is
printed directly onto heat shrink tubing using specialized printing
methods
“heat-shrinkable tubing” a flexible, shrinkable polymer tube that contracts when heated, offering
insulation, protection, and reinforcement for wires, cables, and other
components
“high current connector” a type of electrical connector designed to handle and transfer large
amounts of electric current, typically exceeding 30A
“high-frequency copper materials” a kind of material specially designed substrates and laminates that can
maintain their electrical and mechanical properties at high frequencies
“high-speed copper cable” factory-terminated cable assemblies designed to transmit data at high
speeds using copper wires, typically within computing centers
“high-speed copper interconnect” a type of interconnect solution that utilizes copper as a conductor
material, resulting in higher device speed, less heat generation, and
fewer interconnect metal levels depending on specific requirements
“high-voltage cable” a specialized type of cable used for transmitting electric power at high
voltage levels
“high-voltage cable accessories” components used to connect, terminate, and protect high-voltage
cables, ensuring reliable and safe power transmission
“high-voltage connector” a specialized electrical connector designed to transmit power at
voltages above a certain threshold
“identification sleeves” a kind of sleeve which could provide a larger labeling surface on small
cables allowing legends to be clearly seen
“insulating materials” substances that resist the flow of energy, such as heat, sound or
electricity
“interconnect solutions” the technologies and mechanisms used to establish connections
between different parts of an electrical or electronic system, or between
networks and data centers
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GLOSSARY OF TECHNICAL TERMS
“irradiation production cluster” a manufactured grouping of irradiation systems organized often in a
single site to provide efficient, high-throughput processing of materials
(like sterilizing medical devices, enhancing polymer properties, or
treating food) using a centralized control, safety, and management
infrastructure
“IT” information technology
“kV” kilovolt
“liquid-cooled charging” a kind of charging method using a liquid, like coolant, to dissipate heat
generated during high-power charging particularly important for NEV
charging
“LLM” large language model, an AI algorithm that uses deep learning
techniques and massively large data sets to understand, summarize,
generate and predict new content
“medical-grade tubing” a kind of tubing specifically designed and produced to meet the
rigorous standards of the medical industry for performance, purity and
safety
“MES” manufacturing execution system, software that manages and controls
the manufacturing process, bridging the gap between enterprise
planning systems and the shop floor
“MOM” manufacturing operations management, a comprehensive approach to
overseeing, controlling, and optimizing all aspects of manufacturing
processes within a facility
“MW” megawatt
“NEV” new energy vehicle, vehicle powered by an alternative energy source
rather than traditional fossil fuels
“new materials” any new or significantly improved material that provides a distinct
advantage in (physical or functional) performance when compared to
conventional materials
“nuclear safety (1E-class) cable
accessories”
electrical components classified as Class 1E, which are essential to
nuclear power plant safety and support emergency shutdown,
containment isolation, and reactor core cooling to prevent radioactive
release
“nuclear-grade cable accessories” essential components like terminals, joints, and connectors specifically
designed and tested to nuclear power plant standards
“offshore wind power projects” projects for generating electricity using wind turbines placed in bodies
of water, typically the ocean
“photovoltaic” the production of electric current at the junction of two substances
exposed to light
“PVC” Polyvinyl chloride, a synthetic plastic polymer derived from the
polymerization of vinyl chloride monomer, widely used in
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GLOSSARY OF TECHNICAL TERMS
construction, electrical insulation, medical devices, and consumer
products due to its durability, versatility, and cost-effectiveness.
“SCADA” supervisory control and data acquisition, a computerized system that is
capable of gathering and processing data and applying operational
controls over long distances
“separable connectors” electrical devices that connect and disconnect power cables to
equipment like transformers, switchgear, and motors
“SRM” supplier relationship management, a systematic approach to evaluating
and partnering with vendors that supply goods, materials and services
to an organization, determining each supplier’s contribution to success,
and developing strategies to improve their performance
“surge arresters” a protective device that diverts excessive voltage or current from a
surge, such as a lightning strike or switching event, to ground to
prevent damage to equipment
“telecoms cable” a thick copper cable used for high-speed connections in computing
centers and for signal transmission in specific scenarios such as
automotive, industrial, and consumer electronics
“ultra-fast charging” a method of recharging NEVs that delivers significantly higher power
output compared to standard chargers
“V2G” vehicle-to-grid, a technology that allows NEVs to not only receive
power from the grid for charging but also to send power back to the
grid
“WES” warehouse execution system, a software solution that manages and
optimizes the day-to-day operations within a warehouse or distribution
center
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FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements relating to our plans, objectives, beliefs,
expectations, predictions and intentions, which are not historical facts and may not represent our overall
performance for the periods of time to which such statements relate. Such statements reflect the current views of
our management with respect to future events, operations, liquidity and capital resources, some of which may not
materialize or may change. These statements are subject to certain risks, uncertainties and assumptions, including
the other risk factors as described in this prospectus. You are strongly cautioned that reliance on any forward-
looking statements involves known and unknown risks and uncertainties. The risks, uncertainties and other
factors facing our Company which could affect the accuracy of forward-looking statements include, but are not
limited to, the following:
• our future business development, financial condition and results of operations;
• our ability to identify and satisfy user demands and preferences;
• our ability to maintain good relationships with, and the actions and developments by or affecting our
business partners;
• our ability to further enhance our brand recognition;
• our future debt levels and capital needs;
• general economic, political and business conditions in the industries and markets in which we operate
or plan to operate;
• relevant government policies and regulations relating to our industry, business and corporate structure;
• our ability to maintain the market leading positions;
• the actions and developments of our competitors;
• our ability to effectively contain costs and optimize pricing;
• the ability of third parties to perform in accordance with contractual terms and specifications;
• our ability to retain senior management and key personnel and recruit qualified staff;
• our business strategies and plans to achieve these strategies, including our service and geographic
expansion plans;
• our ability to defend our intellectual rights and protect confidentiality;
• our dividend policy;
• change or volatility in interest rates, foreign exchange rates, equity prices, trading volumes, commodity
prices and overall market trends; including those pertaining to the PRC and the industry and markets in
which we operate; and
• all other risks and uncertainties described in the section headed ‘‘Risk Factors’’ in this prospectus.
In some cases, we use the words “aim”, “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”,
“expect”, “going forward”, “intend”, “ought to”, “may”, “might”, “plan”, “potential”, “predict”, “project”,
“seek”, “should”, “will”, “would” and similar expressions to identify forward-looking statements. In particular,
we use these forward-looking statements in the sections headed “Business” and “Financial Information” in this
prospectus in relation to future events, our future financial, business or other performance and development, the
future development of our industry and the future development of the general economy of our key markets.
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FORWARD-LOOKING STATEMENTS
The forward-looking statements are based on our current plans and estimates and speak only as of the date
they were made. We undertake no obligation to update or revise any forward-looking statements in light of new
information, future events or otherwise. Forward-looking statements involve inherent risks and uncertainties and
are subject to assumptions, some of which are beyond our control. We caution you that a number of important
factors could cause actual outcomes to differ, or to differ materially, from those expressed in any forward-
looking statements.
Our Directors confirm that the forward-looking statements are made after reasonable care and due
consideration. Nonetheless, due to the risks, uncertainties and assumptions, the forward-looking events and
circumstances discussed in this prospectus might not occur in the way we expect, or at all.
Accordingly, you should not place undue reliance on any forward-looking statements in this prospectus. All
forward-looking statements contained in this prospectus are qualified by reference to this cautionary statement.
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RISK FACTORS
An investment in our H Shares involves significant risks. You should carefully consider all of the
information in this prospectus, including the risks and uncertainties described below, as well as our financial
statements and the related notes, and the “Financial Information” section, before making an investment in our
H Shares. The following is a description of what we consider to be our material risks. Any of the following
risks could have a material adverse effect on our business, financial condition and results of operations. The
trading price of our H Shares could decline due to any of these risks. These factors are contingencies that may
or may not occur, and we are not in a position to express a view on the likelihood of any such contingency
occurring. The information given is as of the Latest Practicable Date unless otherwise stated, will not be
updated after the date hereof, and is subject to the cautionary statements in “Forward-looking Statements” in
this prospectus. You should seek professional advice from your relevant advisers regarding your prospective
investment in the context of your particular circumstances .
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
Our business is exposed to the supply-demand dynamics in the electronic communications and electrical
power transmission industry and is therefore affected by market demand.
We primarily provide telecoms cables, electronic materials, NEV power transmission products and electrical
cable accessories products, which are widely applied in industries including computing centers, NEVs, high-
voltage power grids, nuclear power plants and high-speed rail transit. Accordingly, our results of operations have
been and are expected to continue to be affected by downstream demand in these industries. The downstream
demands are affected by many factors, such as:
• government policies promoting the development of data communication, alternative energy, grid
infrastructure, and NEV adoption;
• technological advancements in high-performance data communication and power transmission;
• industrial demand for automation; and
• macroeconomic conditions affecting industrial investment and infrastructure projects.
There is no assurance that the downstream demand for computing centers, NEVs, high-voltage power grids,
nuclear power plants and high-speed rail transit will maintain at a comparable level as we experienced during the
Track Record Period or continue to increase in the future. If the downstream demand for these industries does not
increase as we expect, the market demand for our products will decrease correspondingly, which may result in
under-utilization of our production capacity and in turn materially and adversely affect our business, financial
condition, and results of operations.
Any failure to protect our intellectual property rights could undermine our competitive position and
adversely affect our business prospects.
We rely primarily on a combination of our patents, trade secrets, trademarks, and confidentiality agreements
signed by the employees and third parties to protect our intellectual property rights. As of September 30, 2025,
we had 540 invention patents, 1,490 utility model patents, 140 design patents, 730 registered trademarks and 82
software copyrights in the PRC. As of the same date, we had seven patents and 170 registered trademarks in
overseas jurisdictions, including the U.S., Japan and Europe. Please see “Business — Intellectual Properties” in
this prospectus for more details.
We believe that our current intellectual property rights provide protection to our business and are crucial for
our operations. However, there can be no assurance that our intellectual property rights applications will be
approved, our intellectual property rights will adequately protect our intellectual property, we will be able to
detect breaches of our intellectual property rights, our intellectual property rights will not be challenged by third
parties or found to be invalid or unenforceable, or our intellectual property rights will be effective in preventing
third parties from utilizing similar business models, processes or brand names to offer similar products. We may
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RISK FACTORS
also be subject to disputes, claims or litigation involving our intellectual property rights or third-party intellectual
property rights, and there may be claims that we infringe third-party intellectual property rights. Any of these
could disrupt our business and divert our management’s attention from our operations. The costs associated with
these types of disputes, claims or litigation may be substantial and could have a material adverse effect on our
business, reputation, financial condition, results of operations and prospects. As of the Latest Practicable Date,
we were not involved in any material legal proceeding against parties who we believe are infringing upon our
intellectual properties.
In addition, while we intend to seek intellectual property protection for significant technologies related to
product development and functionality, there is a risk that we may fail to adequately safeguard the intellectual
property rights of our products or product candidates during the application process by not clearly identifying the
specific technologies and associated IP rights. Should this occur, we may encounter challenges in establishing a
sufficient scope of intellectual property protection, potentially exposing us to infringement by competitors or
other third parties. Enforcing our intellectual property rights through litigation may become necessary to defend
against unauthorized use or to clarify the validity and scope of our own rights, as well as those of others. Such
litigation can be costly and time-consuming, and even if we achieve favorable outcomes, the associated expenses
may be substantial and could divert management and technical personnel from their core responsibilities. There
is no guarantee that we will succeed in any legal actions we initiate, and any damages or remedies awarded may
not have significant commercial value.
Our success is also subject to our ability to use, develop and protect our patents and trade secrets without
infringing the intellectual property rights of third parties. Others may hold or obtain patents, copyrights,
trademarks, or other proprietary rights used in our products and services. This might prevent, limit, or interfere
with our production, use, development, sales, or marketing, and could therefore disturb our daily operations and
distract our management. Companies holding patents or other intellectual property rights may bring suits alleging
infringement of such rights or otherwise assert their rights and urge us to obtain licenses. Our uses of trademarks
relating to our technology could be found to infringe upon existing intellectual property rights owned by others.
If we are found to have infringed upon a third party’s intellectual property rights, we may be required to do one
or more of the following:
• cease to sell products that are involved in the challenged intellectual property rights owned by others;
• pay damages;
• redesign our products; or
• establish and maintain alternative branding for our products.
The validity and scope of any potential claims/requests can be complicated and involve complex scientific,
legal and factual questions and analysis and, therefore, may be highly uncertain. The defense and prosecution of
intellectual property suits, patent opposition proceedings and related legal and administrative proceedings or
requests can be both costly and time-consuming and may significantly divert the efforts and resources of our
management, which will materially and adversely affect our business, financial condition and results of
operations.
Whilst we generally enter into non-disclosure agreements with our key employees and partners, we cannot
guarantee whether they will breach these agreements and leak our know-how, business secrets or any other
commercially sensitive information to our competitors, which will have a material adverse effect on our business,
financial condition and results of operations.
We may not be able to increase our production capacity as planned, and even if our production expansion
projects proceed as planned, we may not be able to increase our production output in a timely manner or
at all as envisaged.
We expect to further expand our production capacity to meet customers’ increasing demands for our
products. For details, see “Business — Our Production — Our Manufacturing Bases” and “Future Plans and Use
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RISK FACTORS
of Proceeds” in this prospectus. Such expansion will require significant commitments from our financial and
managerial resources, as well as time to identify, recruit, maintain, and integrate additional employees.
Difficulties in managing the budgeting, financing, forecasting, and process control for such expansion could
negatively affect our business, prospects, results of operations, and financial condition.
Such expansion also requires obtaining various approvals, permits, licenses, and certificates, and completing
inspections by competent government authorities. There is no assurance that we will be able to execute our
expansion plan as contemplated or at all. Any delay or failure to obtain required approvals or complete
inspections may materially delay our production expansion or even result in the cancelation of such plans,
adversely affecting our business, financial condition, and results of operations.
Even if we successfully establish the new manufacturing base and expand our production capacity, there is
no assurance that we will be able to increase our production output as planned. Our ability to scale production is
subject to constraints and uncertainties, including but not limited to:
• delays by suppliers and equipment vendors, cost overruns, and unforeseen increases in raw material
prices;
• delays or denials in government approvals for production;
• challenges in configuring production lines for specific products;
• performance and reliability of newly procured manufacturing equipment; and
• diversion of management attention and resources.
Additionally, our production and testing protocols require significant technological expertise. Any change in
processes could lead to production errors, temporary suspensions, or delays, impacting our output. Failure to
maintain proper quality assurance measures may lead to increased product failures, customer losses, warranty
claims, higher logistics costs, and delivery delays. If we are unable to increase our production output as expected
due to these risks, we may be unable to fulfill customer orders or achieve projected growth, damaging our
reputation and customer relationships, which could materially and adversely affect our business, financial
condition, and results of operations.
We operate in a highly competitive market. If we fail to meet evolving customer needs or the pace of
industry innovation by continuously expanding our existing product lines or developing new products, our
competitive position would be impacted and our business, results of operations and financial condition
may be materially adversely affected.
The industry in which we operate is highly competitive and characterized by constant changes in
technological advancements and evolving market trends. To maintain our competitive edge and market share, we
are required to continuously innovate and introduce new products that meet the changing demands of market.
This may include new product forms, advanced processing techniques, or the introduction of alternative raw
materials and new product lines.
The competitive landscape of this market is subject to ongoing evolution as it is affected by the general
economic conditions of such market and the competitive advancements in technology. The competitive dynamics
in the China’s market evolve as quickly as customer power demand and technology breakthroughs. Despite the
high-speed data communication and electrical power transmission industry involving complex technologies with
significant barriers, such as precise molecular and crosslinking control, strict requirements for transmission rate,
latency, bandwidth, and electromagnetic compatibility, advanced power transmission and thermal management
technologies, the evolving nature of competition may bring uncertainties as new entrants establish themselves in
these markets. In addition, the competitive landscape of this market is fragmented, with numerous players
offering a wide range of products and varying levels of expertise. For example, in 2024, the China’s electronic
materials industry has over 300 companies. In particular, the China’s NEV charging products market is highly
fragmented, with numerous players offering a wide range of products and varying levels of expertise. In China,
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RISK FACTORS
there are over 300 players operating in the market, each specializing in different segments. The China’s cable
accessories market also remained relatively fragmented, with over 150 companies. The China’s telecoms cable
market was relatively fragmented, with over 50 companies. We also face fierce competition from other
technologically advanced competitors whose activities directly affect and shape the pace of competition. Factors
affecting competition include, among others, technological iteration such as ultra-high-voltage wiring
architectures and advanced battery technologies, product reliability, safety compliance, and seamless integration
with vehicle electrical systems, product pricing, sales efficiency, manufacturing efficiency, government support,
policy tailwind and quality of after-sales services and branding.
There is no guarantee that our new products will attract sufficient customer demand or achieve profitability.
Moreover, despite our efforts to ensure high product quality, we cannot guarantee that our future products will
continue to meet the high standards expected by customers or comply with industry regulations. If any new
products fail to recover the R&D, production, and marketing costs, or if we are unable to maintain the desired
product quality, it could negatively impact our financial performance, operational results, and overall business
operations.
Our future success depends on our ability to retain key management and R&D personnel and our ability
to attract, train and retain talented personnel.
Our success remains dependent on the continued services of our key management and R&D personnel as
they are in charge of the overall planning, execution of our business and operations and R&D of the new
products. If any of our Directors, any members of senior management and/or any key members of our R&D
department were to terminate their services or employment with us, we may not be able to find suitable
replacements in a timely manner, at an acceptable cost or at all.
In addition, as a result of the highly specialized, technical nature of our business, we must attract, train and
retain a sizable workforce comprising highly skilled employees and other key personnel. If one or more of our
highly skilled employees or key personnel were unable or unwilling to continue their services with us, we might
not be able to replace them easily, in a timely manner, or at all. Moreover, our industry is characterized by high
demand and intense competition for talent, we may have to pay higher salaries and wages and provide greater
benefits in order to attract and retain highly skilled employees or other key personnel that we will need to achieve
our strategic objectives. Our ability to recruit, train and integrate new employees into our operations may not
meet the growing demands of our business. Our failure to attract, train or retain highly-skilled employees and
other key personnel in numbers that are sufficient to satisfy our needs would materially and adversely affect our
business and the results of operations. Staff that we are unable to retain also pose a risk, since they can inform
competitors of our commercially sensitive information such as know-how and may lessen the technological
advantages over our competitors that we have developed.
If we fail to compete effectively in the competitive industry where we operate, our market share may
decline, and our market position, growth prospects and results of operations may be adversely affected.
The high-speed data communication and electrical power transmission industry is competitive, and such
competition may intensify in the future. The competitive landscape of this market is fragmented, with numerous
players offering a wide range of products and varying levels of expertise. Specifically, in 2024, the competitive
landscape of the global telecoms cable industry features over 100 market participants globally. The global heat
shrink material industry has over 800 companies, while China’s heat shrink material industry has over 300
companies. The NEV core power charging products market is highly fragmented, with numerous players offering
a wide range of products and varying levels of expertise. In China, there are over 300 players operating in the
market, each specializing in different segments. In particular, with the rapid development of the AI, computing
center and alternative energy industry, many new enterprises have entered these sectors, and existing
manufacturers have also expanded their production capacities, intensifying market pressure. We may not succeed
in competing with established manufacturers and new market players, which could hinder our ability to expand
into new product categories or achieve the anticipated business growth in the future.
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RISK FACTORS
In response to market competition, our existing competitors may seek to increase their market share through
various measures, including continued R&D efforts, increased production capacity, optimized production
processes, and aggressive marketing campaigns. Competitors may also engage in price reductions to capture a
greater share of the market. There is no guarantee that we will always succeed in securing orders from customers
over our competitors. If we fail to compete effectively, our market position, growth prospects and results of
operations may be adversely affected, which in turn may result in a significant decline in the price of our Shares.
If we are unable to retain existing customers and attract new customers, our business, financial conditions,
and results of operations will be adversely affected.
Our continued success requires us to maintain our existing customers and develop new customers. Our sales
to the five largest customers in each year/period during the Track Record Period amounted to RMB672.2 million,
RMB653.7 million, RMB885.8 million and RMB1,173.6 million and accounted for 12.6%, 11.5%, 12.7% and
19.3% of our total revenue for the respective year/period. Specifically, certain customers maintain a qualified
supplier list, in which we enrolled during the Track Record Period. Some of these customers review the qualified
supplier list annually. There is no assurance we will continue to remain in the qualified supplier list of our
customers due to the factors beyond our control, such as changes in customers’ specific requirements and their
evaluation method.
We may be unable to maintain or expand our relationships with existing customers or to obtain new
customers on a profitable basis due to intense competition in the highly volatile high-speed data communication
and electrical power transmission industry. Upon the expiration of our existing contracts, we cannot assure you
that we will be able to renew the contracts with our customes on favorable terms, or if at all, or that we will be
able to attract new customers. If we fail to retain our existing customers or attract new customers due to our
products not meeting market requirements, lack of competitiveness in pricing, or other factors, our business,
financial condition, and results of operations will be adversely affected. Sustained customer attrition or an
inability to expand our customer base may lead to reduced revenue, market share erosion, and hinder our long-
term growth prospects.
Fluctuations in the prices of raw materials may materially and adversely affect our profitability and
financial condition.
In 2022, 2023, 2024, and the nine months ended September 30, 2025 our cost of raw materials accounted for
74.6%, 72.9%, 72.6% and 72.1% of the total cost of sales, respectively. See “Financial Information —
Description of Selected Components of Consolidated Statements of Profit or Loss — Cost of Sales” in this
prospectus for details. As such, raw material prices have a significant impact on our cost of sales. Our Key raw
material include copper, Ethylene-Vinyl Acetate (“EVA”), rubber compound and silicone rubber. The current or
expected prices of our key raw materials may fluctuate depending on a number of factors beyond our control,
including but not limited to macroeconomic conditions, the availability of resources in the raw materials market,
market demand, potential speculation, market disruptions, natural disasters, and other factors. We may not be
able to obtain stable, high-quality raw materials at reasonable prices at all times.
We have strategically built a qualified suppliers pool for our supply chain to leverage the advantages of
centralized bargaining and price and secure our procurement of critical raw materials. However, we cannot assure
that we will not experience material fluctuation in prices for key raw materials in the future. If the prices of our
key raw materials increase significantly in the future, we may need to adjust the prices of our products
accordingly to pass down the increased costs to our customers or secure other sources of supply of raw materials.
During the Track Record Period, we have included price adjustment mechanisms in certain long-term framework
agreements with some of our major customers, which allowed us to adjust the selling prices of our products in
response to fluctuations in the prices of major raw materials. However, not all agreements with our customers
include such price adjustment clauses, and there is no guarantee that such mechanisms will always be effective in
mitigating price fluctuations.
If we fail to respond appropriately to increases in the prices of raw materials needed for our products, our
business, financial condition, and results of operations may be materially and adversely affected.
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RISK FACTORS
We are subject to environmental, hazardous substance handling, chemical manufacturing, health and
safety laws and regulations, production standards and ESG requirements, and any inability to comply
with such requirements may subject us to liabilities.
Our operations are subject to laws, regulations, administrative determinations, and court decisions,
particularly those related to environmental protection, hazardous substance handling, chemical manufacturing,
health and safety, and production standards in the countries and regions where we operate. With the global trend
of low-carbon transition and the PRC’s advancement towards carbon neutrality, some of these jurisdictions have
increasingly stringent laws and regulations. In response to the above and given our awareness of environmental,
social and governance (“ ESG”) matters, we will integrate risk factors pertaining to sustainability, including
climate change, health and safety, business ethics and regulatory compliance, into our risk matrix to mitigate
associated impacts and develop best practices in order to achieve long-term growth and sustainability of our
business. For more information, see “Business — Risk Management and Internal Control” in this prospectus. We
cannot assure you that we can effectively implement the ESG governance protocols, including identifying and
mitigating our ESG-related risks effectively. If we fail to address ESG compliance promptly, our business,
operating results and financial condition could be materially and adversely affected.
Meanwhile, to comply with extensive environmental laws and regulations in the PRC, including those
related to air and water quality, sewage management, and public health and safety, we must obtain approval for
environmental impact assessment reports and environmental acceptance of our facilities under construction.
Additionally, we undergo annual inspections of our production facilities by relevant PRC authorities to ensure
the safety of our equipment. Failure to obtain such environmental approvals or complete required inspections
may result in the suspension of our facilities and potential fines imposed by authorities.
Furthermore, environmental and safety regulations in the PRC and other jurisdictions where we operate
continue to evolve, often imposing stricter standards, heightened enforcement, increased fines and penalties for
non-compliance, more stringent environmental assessments of proposed facilities, and increased corporate and
individual responsibility. Amendments to these laws and regulations may result in additional capital
expenditures, costs that we may not be able to pass on to customers, or other compliance obligations that could
impact our financial flexibility and expansion efforts.
We have incurred, and expect to continue incurring, material expenditures to comply with these laws and
regulations. Compliance requirements impose substantial costs and burdens, potentially leading to delays in
obtaining, failure to obtain or renew, or cancelation of government permits and approvals, all of which could
adversely impact our operations. Non-compliance may result in significant penalties or fines, license revocations,
termination of government contracts, or suspension of operations. Any of these outcomes could adversely impact
our results of operations, financial condition, and reputation, limiting our ability to maintain profitability and
attract new customers. There is no assurance that we will not be penalized for breaching these laws and
regulations. Additionally, increased regulatory scrutiny on resource consumption, waste management, and
environmental impact could further raise compliance and operational costs, negatively affecting our business
performance and financial position.
We face certain risks associated with R&D.
Technological innovation is critical to our success, and we have been investing in products R&D since our
inception. During the Track Record Period, our R&D expenses amounted to RMB305.8 million,
RMB310.0 million, RMB348.7 million and RMB325.7 million in 2022, 2023, 2024, and the nine months ended
September 30, 2025 respectively. See “Financial Information — Description of Selected Components of
Consolidated Statements of Profit or Loss — Research and Development Expenses” in this prospectus for details.
To maintain and expand our competitive advantage in technology, we may devote additional resources to R&D
in the future. In addition to our in-house R&D capabilities, we also engage in joint R&D collaboration with third
parties to develop new technologies and products.
However, as R&D activities are inherently uncertain, we may not be able to keep up with rapid
technological changes and evolving industry standards and derive the desired benefits from our R&D efforts,
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which may negatively affect our competitiveness and profitability. We cannot assure you that our R&D projects
will be successful, completed within the anticipated time and budget, or that our newly developed products will
achieve wide market acceptance or the competitive advantages we expect. Our industry is characterized by rapid
and innovative technological changes. Our future success will depend on our ability to respond to fast-changing
technologies, adapt our products to evolving industry standards and our customers’ newly developed products,
and improve the performance, functionality, and reliability of our products. Failure to continue adapting to such
changes could harm our business and cause a decline in our market share.
Even if we successfully launch new products or upgrade our existing products, there is no assurance that
they will be accepted by customers or achieve anticipated sales targets and profitability. The success of our new
products depends on factors beyond our control, such as market conditions, competitive landscape, regulatory
environment, supply chain dynamics, customer demand, and the positioning of our products. Entering new
markets may involve high barriers to entry, making it difficult for new entrants to gain market penetration. There
can be no assurance that we will successfully meet customer demand in these markets or operate profitably in the
long term. If we are unable to develop, produce, and introduce new products that meet customer demand at
favorable margins, whether within or beyond our existing business scope, it could have a materially adverse
impact on our business, financial condition, and results of operation. Additionally, our existing or potential
competitors may develop products that are similar or superior to ours or offer more competitive pricing that may
cause our loss of customers. If we fail to appropriately respond to these challenges, our significant R&D
expenditures may not yield corresponding benefits, which may materially and adversely affect our business,
prospects, financial condition, and results of operations.
We also face risks associated with sharing relevant R&D results and intellectual properties with our
collaboration partners. We have collaborated with them to research and develop projects and have shared R&D
results. There is no assurance that our collaboration partners will not inadvertently or deliberately misuse the
R&D results that we have developed together or misappropriate the R&D results that are owned solely by us but
shared during the course of collaboration. Any such misuse or misappropriation could have a negative impact on
our business, financial condition, and results of operations.
We are exposed to operational, transportation-related, occupational and environmental related risks.
Our business and production are subject to various risks, including operational and transportation-related
risks and occupational and environmental hazards. We must comply with the extensive environmental, hazardous
substance handling, chemical manufacturing, health and safety laws and regulations and stringent standards in
relation to the manufacturing and sale of radioisotope and ray devices which are promulgated by the government
authorities in the PRC. According to these laws and regulations, we are required to maintain safe production
conditions and protect the occupational health of our employees. We may experience various types of difficulties
in connection with the manufacturing of our products. Some of our raw materials and chemicals are hazardous
and their storage and use in the manufacturing process involve inherent risks including the leakage of flammable
substances, toxic gasses and liquids, equipment failures, industrial accidents, fires and explosions. Such accidents
could materially affect our production and may give rise to personal injuries and fatalities, damages to or
destruction of properties or production facilities, and pollution and other environmental damages. Any of these
consequences may result in business interruption, legal liability and damages to our reputation and corporate
image. While we conduct regular inspections of the facilities we operate and regular equipment maintenance to
ensure that our operations comply with applicable laws and regulations, we cannot assure you that we will not
experience any major accidents or work-related injuries in our future production processes. Additionally, in the
course of operations and production, we implement and require our employees to comply with safety measures
and procedures as stipulated in our internal policies. However, there is no assurance that our safety measures and
procedures are strictly followed by our employees.
Our operations may also be subject to challenges related to the manufacturing such as capacity constraints,
mechanical and systems failures, construction and upgrade delays and equipment delivery delays, any of which
could cause suspension of production and reduced output. Scheduled and unscheduled maintenance programs
may also affect our manufacturing output. Any significant production suspension or reduction could adversely
affect our ability to produce and sell our products, which could have a material adverse effect on our business,
financial condition and results of operations.
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Our expenditure may not be fully recovered if the major capital expenditure projects under our expansion
program are not completed within the expected time frame and budget, or at all, and may not achieve the
intended economic results even if completed.
Our operations depend on the continuous maintenance, upgrades and expansion of production capacity to
meet evolving customer demands and market trends, as a result of which, we require significant capital
expenditure to ensure the quality, efficiency and competitiveness of our products. We intend to invest in projects
at our existing operations to increase our production efficiency, as well as to expand and develop our production
capacities. We may make significant capital expenditures in connection with the expansion of our operations. For
more details, see “Future Plans and Use of Proceeds.” We typically conduct feasibility studies to determine
whether to undertake significant construction projects. Actual results may differ significantly from those
anticipated by our feasibility studies.
During the Track Record Period, we primarily used cash from operating activities in the maintenance and
upgrades of production facilities. During the Track Record Period, our capital expenditures were RMB451.3
million, RMB321.1 million, RMB519.1 million and RMB779.8 million. There can be no assurance that we will
be able to generate sufficient cash from operations, or at all, to fund our planned capital expenditures. Any delays
or failures in securing necessary funding and any unforeseen increases in costs or delays in the implementation of
our capital expenditure plans could adversely affect our operations and financial results. Moreover, the
development in industries where we operate may require us to make additional, unforeseen investments to remain
competitive. If we fail to allocate sufficient resources toward adapting to these technological changes or if our
investments do not yield the expected benefits, our market position and profitability may be adversely impacted.
Our capital expenditure projects may also be delayed or adversely affected by a variety of factors, including
the failure to obtain the necessary regulatory approvals or sufficient funding, construction difficulties, technical
difficulties and manpower or other resource constraints. In particular, any disruptions, uncertainty or volatility in
the capital and credit markets may limit our ability to obtain financing to meet our funding requirements, and we
may postpone certain construction projects if our Directors determine that doing so would be in the interest of
our Group after taking into consideration the current market conditions, our financial performance and other
relevant factors. Costs of these projects may also exceed our planned investment budget. Even if we are able to
complete the projects without any delay and within our budget, as a consequence of changes in market
circumstances or other factors, we may not achieve the intended economic benefits of these projects. As a
consequence of any delay in completing our capital expenditure projects, cost overruns, changes in market
circumstances or other factors, the intended economic benefits from these capital expenditure projects may not
materialize, and our business, financial condition and results of operations may be materially and adversely
affected.
Our international strategy and ability to conduct business in various jurisdictions is subject to
uncertainties and risks.
We derive a portion of our revenues from our overseas operations. During the Track Record Period, we
generated 12.1%, 12.7%, 11.7% and 12.3% of our revenue outside Chinese mainland in 2022, 2023, 2024, and
the nine months ended September 30, 2025 respectively. We face certain risks inherent in our export operations
and risks associated with our efforts to expand and maintain our export business.
Moreover, we have established a manufacturing base in Vietnam and plan to establish a new plant in
Malaysia to enhance our overseas presence. As a result, we face numerous risks, including legal, regulatory,
political, economic, and commercial risks associated with manufacturing and operating in various jurisdictions,
any of which could negatively affect our financial performance. These risks include:
• lack of familiarity with local culture and operating and market conditions;
• difficulties and costs of staffing, recruiting competent employees locally, and managing overseas
operations;
• potential failure to achieve the expected returns from investing in manufacturing bases;
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• potential delay in construction plan from third-party service providers;
• trade customer, or local joint venture partner insolvency and the inability to collect accounts
receivable;
• labor disputes and work stoppages at our operations and suppliers;
• increased costs associated with maintaining the ability to understand local markets and follow their
trends, as well as develop and maintain an effective marketing presence;
• legal, regulatory, political, economic and commercial instability and uncertainty;
• changes in foreign trade policies and regulations by local authorities, including those in relation to
sanctions, export controls, and import restrictions, as well in trade barriers such as unfavorable changes
in tariffs or quotas, particularly, in light of navigating the changing relationships between major
economies;
• difficulty in obtaining or enforcing intellectual property rights and agreements and collecting overdue
receivables through local legal systems;
• foreign currency exchange rate fluctuations and strict foreign exchange controls; and
• other obstacles and risks related to overseas manufacturing and operations.
Furthermore, we are subject to various evolving laws and regulations in the PRC and other jurisdictions where
we operate, requiring us to obtain and comply with multiple permits, licenses, and regulatory approvals. Failure to
obtain necessary approvals or adapt to evolving regulatory requirements may adversely impact our operations.
Government inspections and regulatory reviews could also lead to delays or additional compliance costs.
Moreover, in early 2025, the U.S. government issued multiple executive orders implementing additional
tariffs on imports from various jurisdictions, including additional tariff on certain imports from China. The U.S.
tariffs and trade policies are subject to constant changes, influenced by evolving geopolitical dynamics, economic
priorities and regulatory agenda, and such policies may be amended, expanded, or replaced with little or no
advance notice. In particular, In March 2025, the president of the United States imposed 20% tariffs on Chinese
goods. On April 2, 2025, the president of the United States imposed a 10% across-the-board tariff on all imports
from the U.S.’ trading partners, along with additional country-specific tariffs for various countries (the so-called
“reciprocal tariffs ” as adjusted from time to time, and, together with the above-mentioned tariffs, the
“Additional US Tariffs ”). On April 9, 2025, it was announced that the reciprocal tariffs would be paused for
90 days for all countries but China. On April 10, 2025, the reciprocal tariffs on China were raised to 125%. The
United States and China are engaging in trade discussions, and on May 12, 2025, the United States stated that
they would lower the reciprocal tariffs on China to 10% for 90 days. We cannot predict the timing, scope, or
severity of potential changes in tariffs and trade policies, which may continue to evolve in the future. During the
Track Record Period, our direct sales to the U.S. customers amounted to RMB117.0 million, RMB114.4 million,
RMB143.7 million and RMB169.5 million, which only accounted for 2.2%, 2.0%, 2.1% and 2.8% of our total
revenue for the respective years. As such, our Directors do not expect the recently implemented tariff changes by
the U.S. government would result in a material adverse effect on our business and financial conditions. However,
we cannot assure you that our products will not be subject to higher tariffs or trade restrictions in the future. Any
future negative changes in the U.S. tariff policies towards China may deter market demands of our products or
the end market products in the U.S., and we may face a decrease in revenue or decreased profitability.
Additionally, if any changes are implemented faster and/or more strictly than anticipated, we may not be able to
respond and mitigate the risks associated effectively and timely. Any of the above could negatively affect our
business, results of operations and financial condition.
There is no assurance that we will be able to fulfill pre-conditions for necessary approvals or comply with
changes in laws and regulations in a timely manner. Delays in administrative processing or breaching of laws and
regulations related to export and overseas operations could further disrupt our business and expansion plans,
adversely affecting our financial condition and results of operations.
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Failure to maintain an effective quality control system could have a material adverse effect on our
business, financial condition and results of operations.
As the quality of our products is critical to the success of our business, we must maintain an effective
quality control system for our production and other operational activities. We have established a quality
management system that complies with relevant national and international standards, covering the raw material
supply chain and product manufacturing. See “Business — Quality Control” in this prospectus for more
information. However, the effectiveness of our quality control system depends significantly on a number of
factors, including the design of the system and the related training programs, as well as our ability to ensure that
our employees adhere to our quality control policies and guidelines.
Any failure or deterioration of our quality control system could result in defects in our products, which in
turn may subject us to contractual, product liability and other claims. Any such claims, regardless of their merits,
could cause us to incur significant costs, harm our business reputation and result in significant disruption to our
operations. Furthermore, if any such claims were ultimately successful, we could be required to pay substantial
monetary damages or penalties, which could have a material adverse effect on our businesses, financial
condition, results of operations and reputation.
We engage third-party distributors for part of the sales of our products. Part of our revenue depends on
our distributor partners, and any decrease in sales from or loss of one or more of these distributors could
adversely affect our business.
We engage third-party distributors for part of the sales of our products, primarily include our electronic
material products, electrical cable accessories products, and telecoms cable products. During the Track Record
Period, a proportion of our revenue was derived from sales to our distributors. For the years ended December 31,
2022, 2023 2024 and the nine months ended September 30, 2025, our total sales to distributors amounted to
RMB1,190.8 million, RMB1,215.5 million, RMB1,289.3 million and RMB931.6 million, respectively,
accounting for 22.3%, 21.3% 18.6% and 15.3% of our total revenue for the corresponding years. The loss or
decrease in sales from these distributors could adversely impact our business, operating results, and financial
condition.
Our sales volumes to such distributors depend to an extent on the effectiveness of our distributors in selling
and delivering our products to the end customers. If our distributors fail to effectively sell and distribute our
products or prioritize promoting competing products, it could result in a significant reduction in our sales to such
distributors, which would materially and adversely impact our business, financial condition, and results of
operations. Furthermore, we may not be able to establish collaborative relationships with new distributors or
maintain such relationships with existing ones on terms as favorable as those offered by our competitors,
including more attractive discounts or extended credit periods. There is no guarantee that we can maintain
collaborative relationships with our existing distributors and attract new distributors on terms that are as
favorable as or better than our current ones. Any disruption in our relationships with our distributors could affect
our ability to maintain or grow our sales to such distributors, which could materially and adversely impact our
business and financial position. In addition, we do not restrict distributors from engaging sub-distributors as long
as they comply with relevant laws and regulations and its management policies. There is no assurance that our
distributor management measures can always ensure their strictly compliance with relevant requirements or
effectively further manage their sub-distributors. We are also exposed to the risk that distributors may impose
unfavorable terms on us in the future, such as longer credit periods. These credit arrangements could put pressure
on our working capital and expose us to the risks of default and bad debts.
We are required to obtain and maintain requisite licenses for certain aspects of our production. Failure to
obtain or renew permits, licenses, certificates and qualifications in relation to our business operation could
adversely affect our business, financial condition and results of operations.
As advised by our PRC Legal Adviser and Vietnam Legal Adviser, during the Track Record Period and up
to the Latest Practicable Date, we have possessed all material permits, licenses, certificates and qualifications
from various governmental authorities necessary for our business operation, and these statutory permits, licenses,
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certificates and qualifications may be subject to periodic review or renewal. Particularly, certain aspects of our
production require us to obtain licenses, such as the radiation safety license, which we currently possess.
However, we cannot assure you that we will be able to obtain or maintain all permits, licenses, certificates and
qualifications that are necessary for our business. As the regulatory regimes for the industries in which we
operate continue to evolve, new laws, regulations and regulatory requirements may be promulgated and
implemented from time to time, and the interpretation and application of existing laws, regulations and
regulatory requirements are subject to changes. We may be required to obtain additional approvals, licenses,
permits and certifications that we do not currently have for our existing business or for a new scope of business
that we may expand into in the future. The loss of or failure to obtain or renew any of these permits, licenses,
certificates and qualifications could adversely affect our operation, business and financial condition.
Our business and reputation may be materially and adversely affected by product liability claims,
litigation, administrative proceedings, customer complaints, quality control concerns or negative publicity
in relation to our products or other similar products.
We rely on the strength of our reputation and brands in marketing and selling our products. Certain of our
products are used as components in third-party end products, which are designed, assembled and sold by our
customers or other downstream manufacturers. As we are not involved in the design, production or quality
control of these end products, we cannot practically identify or eliminate all of the potential complexity or risk
factors associated with the end-use environment. Therefore, even if our products meet the required specifications
and pass all quality inspections at the time of delivery, we cannot assure that they will perform as expected under
sophisticated, dynamic or unforeseen application scenarios. Any failure or malfunction of the end products in
which our products are embedded, whether or not attributable to our products, may expose us to product liability
claims or reputational damage. Our business, financial condition and results of operations could be adversely
affected by the occurrence of quality issues, which may result in customer complaints, adverse publicity or media
reports, product liability claims, investigations and imposition of penalties by the relevant government
authorities, suspension or revocation of our licenses, permits, certificate or qualifications necessary for the
operation of our business and interruptions or suspensions of production.
Furthermore, our distributors may engage in activities that violate applicable laws and regulations in
connection with the sales or marketing of our products. If our distributors violate laws or otherwise engage in
unlawful practices, we could be liable for damages or fines, which could negatively affect our financial condition
and results of operations. We cannot guarantee that there will not be any improper or unauthorized use of our
trade name by any of our distributors in the future. We have limited control over daily business activities of our
distributors as they are generally Independent Third Parties. Non-compliance by any of our distributors with our
distribution agreements or our sales policies may harm our brand reputation and image and disrupt our sales,
adversely affecting our ability to meet our sales targets.
We may also be involved from time to time in disputes with various parties involved in our business
operations, including but not limited to our customers, suppliers, employees, logistics service providers, insurers
and banks. Adverse publicity about any regulatory or legal action against us could damage our reputation and
brand image, undermine our customers’ confidence in us and reduce demand for our products, even if the
regulatory or legal action is unfounded or immaterial to our operations.
Any litigation, legal and contractual disputes, claims or administrative proceedings against us could be
costly and time-consuming to defend or settle, and could result in negative publicity.
We may become a party to various litigation, legal disputes, claims, administrative proceedings or other
administrative measures arising in the ordinary course of our business. Any litigation, legal disputes, claims,
administrative proceedings or other administrative measures may divert our management’s attention and
consume their time and our other resources. We cannot assure you that the outcome of such legal proceedings
will not adversely affect our business, financial condition and results of operations.
Furthermore, any litigation, legal disputes, claims, administrative proceedings or other administrative
measures which are initially not of material importance may escalate and become important to us due to a variety
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of factors, such as the facts and circumstances of the cases, the likelihood of loss, the monetary amount at stake
and the parties involved. Negative publicity arising from litigation, legal disputes, claims, administrative
proceedings or other administrative measures may damage our reputation and adversely affect the image of our
brands and products. In addition, if any verdict or award is rendered against us, or we are imposed any fines or
penalties, we could be required to pay significant monetary damages, assume other liabilities and even to suspend
or terminate the related business ventures or projects. Consequently, our business, financial condition and results
of operations may be materially and adversely affected.
We may encounter interruptions by pandemics, natural disasters, severe weather conditions and other
incidents that may affect our production and operations.
Our production and operations depend on a continuous and sufficient supply of utilities, such as electricity,
water and gas. If there are any shortages of electricity, water, gas or other utilities in regions where our
production facilities are located, the local government may require our production facilities to be fully or
partially shut down. Any disruption in the supply of electricity, water or gas at our production facilities would
affect our production and could cause deterioration or loss of our production capacity. This could adversely
affect our ability to fulfill our orders and consequently may have an adverse effect on our business and
operations. In addition, explosions, fires, earthquakes, natural disasters or extreme weather, including droughts,
floods, excessive cold or heat, typhoons or other storms could cause power outages, gas or water shortages,
damage our production facilities and transportation channels, any of which could significantly affect our
operations. We cannot assure you that any backup systems will be adequate to protect us from the effects of such
events.
In addition, an outbreak of epidemic or pandemic could cause demands for specific products to decline and
affect the transportation of our products. Any failure to take adequate measures to mitigate the potential impact
of unforeseeable incidents, or to effectively respond to such incidents if they occur, could adversely affect our
business, financial condition and results of operations.
The sizes of the markets for our products may be smaller than estimated, and new market opportunities
may not develop as quickly as we expect, or at all, limiting our ability to successfully sell our products.
The markets for electronic materials, cable accessories, high-speed copper cable, and NEV charging
connector are rapidly evolving, making it difficult to predict with accuracy the sizes of the markets for our
current and future products. For example, we believe new emerging markets such as AI and NEVs, as well as the
potential growth in relatively developed markets such as electronic materials and electric power transmission,
will drive the demand for our products. However, our estimates of market for our current and future products are
based on a number of internal and third-party estimates and assumptions. In addition, our growth strategy
involves launching new products and expanding the sales of existing products into new markets in which we
have limited or no experience. Sales of new or existing products in response to new market opportunities may
take several years to develop and mature, and we cannot be certain that these market opportunities will develop
as we expect.
We source raw materials from the market, and we may not be able to secure our supply of such materials
in a stable and timely manner.
During the Track Record Period, we procure all of our raw materials from third parties. They may not fulfill
their commitments and responsibilities in a timely manner and in accordance with the terms agreed upon or
applicable laws. We also cannot assure you that we will be able to maintain stable business relationships with our
existing suppliers or that disputes will not arise with our key suppliers. In addition, our current suppliers may be
unable to satisfy our future requirements for quality and quantity of raw materials on a timely basis.
If any of our major suppliers fail to meet our requirements for quantity, quality, or timing, we could
experience supply shortages, an increase in procurement costs or production disruptions. Our suppliers could be
unable to fulfill our needs due to various reasons beyond our control, such as natural disasters, extreme weather,
epidemics, strikes, manufacturing issues, transportation disruptions, or changes in government regulations.
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Furthermore, if a supplier faces financial difficulties, such as bankruptcy, this could also disrupt our supply
chain. Changing suppliers may involve a long lead time, and we may not be able to find alternative suppliers who
can meet our quantity, quality, or pricing requirements in a timely manner, or at all. Prolonged disruptions in our
supply chain could lead to increased costs, which we may not be able to pass on to our customers immediately, or
at all. Such disruptions could negatively impact our business, overall profitability, and financial performance.
We depend on certain third parties for various services and products in connection with our business. Any
failure on their part to fulfill obligations in contracts could materially and adversely affect our results of
operations.
We rely on third-party suppliers for various products and services, including utilities, energy and logistics
services, which are in line with industry practice. We endeavor to source goods and services from third-party
providers whom we believe are able to meet our quality, delivery schedule and other requirements. However, the
products and services provided by any of the third-party service providers may not be provided in a timely
manner or of satisfactory quality. If the third-party providers do not perform satisfactorily, substantially reduce
the amount and scope of goods and services provided to us, increase their prices or terminate their business
relationship with us, we may need to replace the third-party providers or take other remedial measures, which
could increase our costs of operations. As we do not have direct control over the third-party providers, if they
become involved in unauthorized provision of products or services not complying with our requirements or those
of our customers, our reputation may be adversely affected. Any non-compliance with applicable laws and
regulations of our third-party providers could also have a negative impact on our reputation. These, in turn, may
materially and adversely affect our business, reputation, financial condition and results of operations.
Malfunctions or security breaches of our information technology systems, networks and software could
disrupt our operations and negatively impact our business.
We rely on our computer systems and network infrastructure to conduct and monitor the daily operations of
our manufacturing bases, manufacturing facilities, and to collect accurate up-to-date financial, operating and
other transaction data for business analysis. We also rely on such systems and infrastructure to collect, process
and store transaction data concerning our customers, business partners and employees. See “Business — Data
Privacy and Cybersecurity” in this prospectus for further information. Therefore, our business is dependent upon
the continued maintenance and enhancement of our information technology systems and network infrastructure.
Our cybersecurity measures may not detect or prevent all attempts to compromise our systems that may
jeopardize the security of information stored in and transmitted by our systems or that we otherwise maintain.
Breaches of our cybersecurity measures could result in unauthorized access to our systems, misappropriation of
information or data, deletion or modification of customer information, or a denial-of-service or other interruption
to our business operations. In cases of ransomware attacks, we may be asked to make a large lump-sum payment
in order to resume the operation of our system, which may materially and adversely impact our business and
financial condition. As techniques used to obtain unauthorized access to or sabotage systems change frequently
and may not be known until launched against us or our third-party service providers, we may be unable to
anticipate, or implement adequate measures to protect against these attacks. There is no assurance that we will
not be subject to any of those cyber security issues in the future. Any failure to adequately deal with such issues
would result in a material and adverse effect on our business and results of operations.
Any failure or perceived failure to comply with data privacy and security laws could subject us to potential
liabilities.
We collect and store business data and transaction data generated during or in connection with our business
operations, including our business and transactions with our customers, suppliers and business partners. See
“Business — Data Privacy and Cybersecurity” in this prospectus for further details. The secure maintenance of
such data is critical. We process data in compliance with the applicable legal requirements to ensure data
security. Our operations are subject to a variety of laws and regulations concerning data privacy and security.
Failure to comply with the increasing number of data protection laws in the PRC, as well as the data security and
privacy laws in other jurisdictions where we intend to operate, could result in significant reputation damage and
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adversely affect our business performance. Should we expand our business globally, we will be subject to a
broader array of international laws, regulations and standards, as well as contractual obligations related to data
privacy and security in the jurisdictions where we operate.
To ensure compliance with these evolving data privacy laws, regulations and standards, it will be necessary
to maintain robust internal control and risk management policies, which will require a substantial commitment of
resources and efforts. The unauthorized access, loss, or misuse of data, whether by our company or our partners,
could lead to increased security costs, damage to our reputation, regulatory proceedings, litigation, fines,
investigations, remediation efforts, indemnification expenditures, and disruptions to our business activities. Such
incidents may also result in additional costs associated with defending against legal claims. Concerns from our
customers, employees, and third parties, even if unfounded, may also have a detrimental impact on our reputation
and operations.
We may be unable to obtain financing on favorable terms, or at all, to fund our business operations,
existing and future capital expenditure requirements, acquisition and investment plans and other funding
requirements.
We operate in an industry that requires substantial capital and other long-term expenditures. To fund our
continuing business operations, existing and future capital expenditure requirements, acquisition and investment
plans and other funding requirements, we need sufficient internal sources of liquidity or access to additional
financing from external sources. Our ability to obtain external financing in the future is subject to a variety of
uncertainties, including:
• obtaining the necessary regulatory approvals to raise financing in the domestic or international
markets;
• our future financial condition, operating results and cash flow;
• the condition of the global and domestic financial markets; and
• changes in the monetary policy of the PRC government with respect to bank interest rates and lending
practices and conditions.
If adequate funding is not available to us on favorable terms, or at all, it may materially and adversely affect
our ability to fund our operations, or develop or expand our business. We cannot assure you that we will not
experience any unforeseen circumstances that may adversely affect our working capital in the future. In addition,
future capital raised through issue of our Shares or other securities may result in a substantial dilution of the
interests of our Shareholders.
Our insurance coverage may be insufficient to cover the risks or losses related to our business and
operations.
Our business is subject to a variety of operational risks, including but not limited to production disruptions
due to operational errors, power outages, equipment failures and suspension due to other risks; operational
restrictions imposed by environmental or other regulatory requirements; social, political and labor unrest,
environmental or industrial accidents, and catastrophic incidents such as fires, earthquakes, explosions, floods or
other natural disasters. In addition, as we may further expand our operations in overseas markets in the future, we
may be exposed to risks related to geopolitical tensions, policy changes and intellectual property and technology
protection. These aforementioned risks may result in, including but not limited to, damage to or destruction of
production facilities, personal injury or casualties, environmental damage, monetary loss, and legal liability. The
occurrence of any of these events may result in disruption of our operations and cause us to suffer substantial
losses or incur significant liabilities.
We have purchased and maintained insurance policies that we believe are in line with the industry practice
and as required by the relevant laws and regulations. We maintain all property-related risks insurance, cargo
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RISK FACTORS
transportation insurance and credit insurance for our business operations. We also purchase group accident
insurance for our employees. See “Business — Insurance” in this prospectus for further information. However,
there is no assurance that our insurance will be adequate to cover our exposure to the foregoing risks. Any
uninsured business disruptions may result in our incurring substantial costs and the diversion of resources, which
could have an adverse effect on our business and results of operations.
Expansion and acquisitions of or investments in our businesses, products, technologies, production
capacity or know-how could subject us to risks and uncertainties.
We continually evaluate and pursue strategic opportunities for acquisitions or investments in businesses,
products, technologies, production capacity, or know-how that we believe will enhance our product development,
R&D capabilities, technology, and distribution network. However, there can be no assurance that we will be able
to successfully execute these expansion and acquisition plans or complete the relevant transactions as anticipated.
Our ability to grow through acquisitions and investments depends on our ability to identify suitable targets,
integrate them into our operations, and secure necessary financing on reasonable terms. Acquisitions, in
particular, carry significant risks and uncertainties, including, but not limited to: (i) challenges in integrating
acquired companies, personnel, or products into our business, particularly with regard to quality management,
customer service, and other operational functions; (ii) delays or failures in realizing the anticipated benefits of
acquisitions and investments; (iii) diversion of our management’s focus from other critical business areas;
(iv) higher-than-expected integration costs; and (v) challenges in retaining key employees of acquired businesses.
Furthermore, we may uncover deficiencies in internal controls, data integrity, product quality, regulatory
compliance, or other liabilities in acquired businesses that were not identified prior to the acquisition. As a result,
we may face penalties, lawsuits, or other liabilities related to these deficiencies. Any difficulties in the integration
of acquired businesses or products, or unexpected legal and regulatory issues, could materially and adversely
impact our business, financial condition, and operational results.
We may be unable to manage our growth or execute our strategies, such as globalizing customer base or
integrating industry value chain effectively.
Our business has continued to grow in recent years, along with our business network and employee base. In
accordance with our business plans as set out in the section headed “Future Plans and Use of Proceeds” in this
prospectus, we intend to advance core technologies and expand our production capacity. Our business plans are
based on the assumptions of future events which are bound to entail certain risks and are inherently subject to
uncertainties that are beyond our control. The successful implementation of our business plans may be affected
by a number of factors, including the availability of sufficient funds, governmental policies and regulations
relevant to our industry, the economic conditions, our ability to maintain our existing competitive advantages,
our relationships with our customers, the threat of substitutes and new market entrants, as well as other risk
factors disclosed elsewhere in this section. In addition, as we expand our business operations, we may encounter
regulatory, cultural and other difficulties that may also increase our costs of operations. We need to enhance and
upgrade our infrastructure, improve operational and financial controls, refine reporting systems, and expand and
manage our workforce. These efforts require significant resources, and we cannot assure their success. As a
result, there can be no assurance that we can effectively manage our growth or our business plan will be
implemented successfully as scheduled in terms of, for instance, time and costs. As such, our financial condition,
operating results, growth and prospects may be materially and adversely affected if our business plans fall short
of our expectations.
Legal defects regarding our leased properties may adversely affect our business, financial condition and
results of operations.
We lease properties primarily for use as our offices, production facilities, warehouses, workshops and employee
dormitories. As of the Latest Practicable Date, among the properties leased by our Group in the PRC which have a
gross floor area of 1,000sq.m. and above, there were two lease agreements which had not yet been registered with the
relevant PRC authorities. See “Business — Properties — Leased Properties” in this prospectus for more information.
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RISK FACTORS
We cannot assure that we will not be subject to any penalties arising from the non-registration of lease agreements in
the future. As advised by our PRC Legal Adviser, according to applicable PRC administrative regulations, the lessor
and the lessee of a property lease agreement are required to file the property lease agreement with relevant
governmental authorities within 30 days after the execution of the property lease agreement. Notwithstanding that
failure to complete such lease registration would not affect the validity and enforceability of such lease agreements, the
relevant government authorities may require that the filing be made within a stated period of time, failing which, they
may impose a fine ranging from RMB1,000 to RMB10,000 for each agreement that has not been properly filed.
Policies and regulations affecting, among other things, international trade and investment may adversely
affect our business and results of operations.
We have operations in certain overseas jurisdictions. We have exported our products to a number of
countries and regions and derive a small portion of sales from exporting to these countries and regions.
Therefore, government policies restricting international trade and investment, such as capital controls, economic
or trade sanctions, export controls, tariffs or foreign investment filings and approvals, may affect the demand for
our products and services, impact the competitive position of our products, or prevent us from being able to sell
products in certain countries or regions. Furthermore, we had a global network of suppliers to obtain components
and raw materials for production. In the event that any of the countries or regions where we procure imposes
export controls, tariffs, trade restrictions or other trade barriers on any of the raw materials or components
supplied to us, we may not be able to obtain a steady supply of necessary raw materials at competitive prices, and
our business and results of operations may be materially and adversely affected. If any new tariffs, legislation, or
regulations are implemented (including those imposing economic or trade sanctions, export control restrictions or
outbound investments restrictions), or if existing trade agreements are renegotiated, such changes could
adversely affect our business, financial condition, and results of operations.
There have been changes in international trade policies and rising political tensions, which could reduce
levels of trade, investments, technological exchanges and other economic activities between China and other
countries, which would have an adverse effect on global economic conditions, the stability of global financial
markets, and international trade policies. It could also adversely affect the financial and economic conditions in
the jurisdictions in which we and our business partners operate, which in turn adversely affect our financial
condition and results of operations.
Exports of our products must be made in compliance with various economic sanctions and export controls
laws in different jurisdictions. For example, U.S. economic sanctions prohibit the provision of products and
services to certain countries or regions, governments, and persons targeted by U.S. sanctions. European Union
sanctions also have similar regime to prohibit the provision of products and services to countries or regions,
governments and persons on their respective target list. We take precautions to prevent our products from being
provided to any target of these sanctions. However, we cannot assure you that our products would not be
provided to those targets through independent distributors despite such precautions. Any such provision could
have negative consequences, including government investigations, penalties and reputational harm. We could be
subject to future enforcement action with respect to compliance with governmental economic sanctions and
export controls laws that result in penalties and costs that could have a material effect on our business and
operating results.
Recent changes in U.S. trade policies have created significant uncertainty for global trade. In April 2025, the
U.S. government announced substantial new tariffs affecting a wide range of products and jurisdictions and has
indicated an intention to continue developing new trade policies. In response, certain other governments
announced or implemented retaliatory tariffs and other protectionist measures. In May 2025, China and the U.S.
made announcement on a joint statement to substantially move down the tariff levels, followed by further
negotiation and plans to ease trade tensions in June 2025. As relevant policies are rapidly evolving, it may be
difficult to evaluate their potential future impacts, and we will closely monitor relevant situation. Although we
only derived minimal revenue from the U.S. during the Track Record Period, and the majority of our
procurement has already been localized, these developments may still have a material adverse impact on global
economic conditions, the stability of financial markets and demands in the end markets for our products, which
could in turn significantly affect our business and results of operations.
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RISK FACTORS
Any unfavorable government policies on international trade or any restriction on Chinese companies may
affect our ongoing business relationship with international enterprises, customer demand for our products, impact
our competitive position, or prevent us from being able to conduct business in certain countries. We may not be
able to adequately anticipate, manage or mitigate the risks and challenges posed by the geopolitical tension and
instability in the regions where we operate or have significant interests, or to adapt to the changing political, legal
and economic conditions and expectations. We may also face increased competition, pressure, scrutiny and
liability from our stakeholders, regulators, customers, suppliers, investors and the public in relation to our
involvement or exposure to the geopolitical tension and instability. In addition, our results of operations could be
adversely affected if any such tensions or unfavorable government trade policies harm the Chinese economy or
the global economy in general.
The U.S. government’s new China-focused Outbound Investment Security Program or similar laws and
regulations or changes to the interpretation or implementation of these laws and regulations, could
negatively impact us, including in respect of our ability to raise capital or the value of our securities.
On August 9, 2023, the U.S. government issued an executive order and the U.S. Department of the Treasury
(“Treasury”) published an advanced notice of proposed rulemaking providing a conceptual framework for
outbound investment controls focused on China, including Hong Kong and Macau (the “ Outbound Investment
Security Program ” or the “ OISP”). On June 21, 2024, Treasury issued a proposed rule for the OISP. On
October 28, 2024, Treasury issued a final rule (the “Final Rule”) setting forth the OISP regulations that
implement the executive order of August 9, 2023, which targets transactions by U.S. persons that involve persons
and entities associated with “countries of concern,” currently China, including Hong Kong and Macau, with
business in certain technology sectors. The Final Rule took effect on January 2, 2025. The OISP could apply to
certain U.S. persons (including their controlled foreign entities, if applicable) outside the United States who may
participate in the Offering through offshore transactions in accordance with Regulation S.
Future changes to the OISP could adversely affect us. Investors should consult their legal counsel regarding
the applicability of the Publicly Traded Securities Exception to the Global Offering, notification obligations, if
any, applicable to them under the OISP, and the procedures for filing such notifications. Failing to comply with
the OISP notification requirements or failing to provide accurate and complete information in the filing under the
OISP may subject the relevant U.S. persons to civil penalties including fines of up to the greater of two times the
transaction value or US$377,700 (as such amount may be adjusted for inflation), and — for willful violations —
criminal penalties of fines of up to US$1 million and imprisonment of up to 20 years. Because the OISP regulates
U.S. persons and, in some cases, U.S. persons controlling or directing nonU.S. person-investors, and not the
entities they are investing in, none of the Company, the Controlling Shareholders, Directors and senior
management will be required to file notifications pursuant to the Final Rule.
The OISP may be changed by executive actions of the U.S. government, including changes to the scope of
activities and technologies applicable to notifiable or prohibited transactions or the scope and the availability of
exceptions to the OISP’s prohibitions or notification requirements. Specifically, on January 20, 2025, the U.S.
government issued a national security presidential memorandum, entitled “America First Trade Policy,” which,
among other things, directs the Secretary of the Treasury and several other executive departments and offices of
the U.S. government to review the OISP to determine if it includes “sufficient controls to address national
security threats” and to determine whether the executive order implementing the OISP “should be modified or
rescinded and replaced.” In addition, on February 21, 2025, the U.S. government issued a national security
presidential memorandum entitled “America First Investment Policy” which, among other things, states that the
U.S. government will consider possible application of the OISP to a wider range of technology sectors and
application of restrictions to a wider range of investments, including publicly traded securities. On April 3, 2025,
the White House reported that Treasury and the National Security Council were evaluating options relating to the
OISP and that the Trump Administration plans to evaluate whether the scope of outbound investment restrictions
should be expanded. On December 18, 2025, the U.S. Comprehensive Outbound Investment National Security
Act of 2025 (the “ COINS Act ”), which will supersede the OISP, became law. The COINS Act is subject to a
rulemaking process, which is required to be completed by March 2027, and there is substantial uncertainty
regarding how the new law will be implemented. Possible changes to the OISP, the COINS Act, or similar laws
and regulations could limit or, in the worst-case scenario, eliminate our ability to raise capital or contingent
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RISK FACTORS
equity capital (such as convertible bonds) from U.S. investors in the future, or our ability to raise such capital
may be significantly and negatively affected, which could be detrimental to our capital-raising capacity and our
business, financial condition and prospects. In addition, changes to the Publicly Traded Securities Exception or
other aspects of the OISP could prohibit the purchase or trading of our listed securities by U.S. persons, impose
new notification or other regulatory requirements, or make our listed securities less attractive to such investors.
In such cases, the value of our listed securities could significantly decline, and our liquidity may be materially
and adversely affected.
We are advised by our U.S. outbound investment legal adviser, Hogan Lovells, that we are unlikely to be
viewed as a “Covered Foreign Person” as defined in the Outbound Investment Rule, therefore the Outbound
Investment Rule does not have a material impact on our Group’s operation. However, if we were to be deemed a
Covered Foreign Person due to changes in our business operations or amendments to relevant laws and
regulations, our ability to raise capital and our stock price may be negatively affected.
Any failure to make adequate contributions to various employee benefit plans as required by PRC
regulations can result in penalties.
Pursuant to the PRC laws and regulations, we are required to participate in the employee social welfare plan
administered by local governments, and contribute for each of our employees under such plan should be
calculated based on a specified percentage of the employee’s salary level. Due to the different levels of economic
development in different regions, there are no uniform requirements for the implementation of employee benefit
plans by local governments. As such, there can be no assurance that any new laws and regulations or changes in
the enforcement of existing laws and regulations will not cause us to retroactively make up any historical
shortfall in social insurance and housing provident fund contributions. If the relevant authorities order us to pay
the outstanding social insurance and/or housing provident funds in accordance with applicable laws and
regulations, we will make such payments promptly within the specified period to avoid administrative penalties
for overdue payment. In such case, we may incur additional costs to comply with the laws and regulations and
even be subject to fines or penalties arising from above non-compliance.
According to the Emergency Notice of the General Office of the Ministry of Human Resources and Social
Security on Upholding the Spirit of the Executive Meeting of the State Council and Effectively Stabilizing the
Collection of Social Security Fees (
֛
), governmental authorities are strictly prohibited to organize collective settlement
of enterprises’ historical shortfall in social insurance. Furthermore, as advised by our PRC Legal Adviser,
pursuant to the Social Insurance Law and the Regulations on the Administration of the Housing Provident Fund
in the PRC, we may incur administrative penalties, including fines, or court enforcement, only if the competent
authorities require us to rectify any shortfall in social insurance contributions or housing provident fund
payments within a specified time frame, and we subsequently fail to comply with the established deadline. As
advised by our PRC Legal Adviser, considering that (i) during the Track Record Period and up to the Latest
Practicable Date, we were not aware of any material complaint, litigation or arbitration brought by any of our
employees regarding our social insurance and housing provident fund policy; and (ii) none of the Company nor
its PRC Subsidiaries had been subject to any material administrative penalties in relation to social insurance and
housing provident fund contributions during the Track Record Period, the risk of administrative penalties against
us for violation of any laws, regulations or rules in relation to social insurance and housing provident fund, or
relevant PRC authorities requiring us to fully pay for our historical shortfall in social insurance and housing
provident fund contributions is remote.
The Interpretation II of the Supreme People’s Court of Issues Concerning the Application of Law in the
Trial of Labor Dispute Cases (
༆ᙑ(ɚ)) was enacted by
the Supreme People’ Court on 31 July 2025 and implemented on 1 September 2025. In light of (i) the absence of
prior agreements excluding social insurance payment; and (ii) the PRC Legal Advisor’ opinion that the
interpretation does not expand penalty exposure or repeal existing laws, our Directors believe the aforementioned
juridical interpretation would not have a material adverse effect on our business or financial results.
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RISK FACTORS
We have a certain number of dispatched workers. Any labor shortages, labor disputes or occurrence of
accidents and/or product quality issues arising in the process of labor outsourcing and labor dispatching
could result in a material and adverse effect on our business, financial condition and results of operations.
We have a certain number of dispatched workers. We may experience operational difficulties with our labor
dispatching agencies such as their ability to provide experienced and quality workers that meet our needs.
Moreover, such labor dispatching agencies may also experience disruption in their own operation due to labor
strikes or shortages, natural disasters, cost increases or other issues outside of their control. Any failure of our
labor dispatching agencies to perform their responsibilities or to operate in compliance with all applicable laws
and regulations may have a negative impact on our workforce or result in disruptions to our operations. Any
removal or termination of unsatisfactory labor dispatching agencies would require us to seek new providers,
which would create delays and adversely affect our operations as we may not be able to identify suitable
substitutes on a timely basis. In the event of fraud or misconduct by labor dispatching agencies, we could also be
exposed to material liability and be held responsible for damages, fines, or penalties which in turn may adversely
affect our business, results of operations, financial condition, and reputation.
Fluctuation in the industry may impact our business, financial condition, and results of operations.
Our operations in the telecoms cable and electrical power transmission industry are subject to fluctuations,
characterized by periods of growth and contraction. These fluctuations are influenced by various factors,
including technological advancements, shifts in customer demand, and broader macroeconomic conditions.
During periods of industry downturn, there may be reduced demand for our products and services, which could
lead to declines in revenue. Conversely, during periods of rapid growth, we may face challenges in scaling our
operations to meet increased demand, potentially affecting our financial performance.
Changes in the industry cycle may require us to adjust our business strategies and operational plans. For
example, during downturns, we may need to implement cost-control measures or adjust production capacities,
which could impact our profitability. Additionally, fluctuations in demand may affect our ability to maintain stable
pricing, which could lead to increased competition and pressure on our margins. The fluctuation in the industry may
also influence our investment decisions, requiring us to balance the need for innovation and expansion with the risks
associated with uncertain market conditions. If we fail to effectively manage industry fluctuation, our business,
financial condition, and results of operations could be materially and adversely affected.
The volatile nature of the global or regional economic, political, trade or other factors may adversely affect
our business.
Our business operation is influenced by global and regional macroeconomic and political conditions,
fluctuations in the levels of international and regional trade, changes in maritime and other transportation
patterns, and other factors. Any severe or prolonged downturn globally or regionally could materially and
adversely affect our business, financial condition and results of operations. Political and trade disputes and trade
protectionism may result in imposition of trade barriers or restrictions, sanctions, boycotts, or embargoes, new or
increased tariffs and other factors such as acts of war, hostilities, epidemics or terrorism, could also adversely
affect the international or regional trade volume and customers demand, which could also adversely affect our
business and financial performance.
Additionally, the uncertainty in global economic conditions varies by geographic segment and can result in
substantial volatility in global credit markets. Credit volatility could impact our working capital for
manufacturing, or result in cost changes or supply interruptions to suppliers whose components we rely upon if
we are unable to access the needed credit for our operations. These conditions affect our business by reducing
prices that our customers may be able or willing to pay for our products or by reducing the demand for our
products, which could in turn negatively impact our sales and result in a material adverse effect on our business,
cash flow, results of operations and financial condition.
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RISK FACTORS
RISKS RELATING TO FINANCIAL POSITION
Our historical financial and operating results during the Track Record Period are not indicative of future
performance, and we may not be able to achieve and sustain the historical level of revenue and
profitability.
You should not rely on our historical results to predict our future financial performance. Our revenue
amounted to RMB5,336.6 million, RMB5,718.8 million, RMB6,920.1 million and RMB6,076.7 million in 2022,
2023, 2024 and the nine months ended September 30, 2025, respectively. Our gross profit amounted to
RMB1,612.0 million, RMB1,788.6 million, RMB2,110.4 million and RMB1,877.7 million in 2022, 2023, 2024
and the nine months ended September 30, 2025, respectively. However, our historical revenue and gross profit
may not be indicative of our future growth. There is inherent risk in using such historical financial information of
us to project or estimate our financial performance in the future, as they only reflect our past performance. There
is no assurance that we will be able to maintain our historical growth in the future.
Furthermore, as the market and our business evolve, we may modify our operations, data and technology,
sales and marketing, solutions and services. These changes may not achieve the expected results and may have a
material and adverse impact on our results of operations and financial condition. Our expenses may grow faster
than our revenue, and our expenses may increase or may be greater than we expected. We cannot assure you that
we will be able to achieve similar results or grow at the same speed as we did in the past or at all. Rather than
relying on our historical operating and financial results to evaluate us, you should consider our business
prospects in light of the risks and difficulties we may encounter as a company operating in emerging markets and
dynamic industries, including, among other factors, (i) macroeconomic and other factors that affect the markets
in the countries and regions where we operate, (ii) our ability to expand our customer base, and to retain and
expand the wallet share of our existing customers, (iii) our ability to maintain and expand our business
infrastructure and networks, (iv) our ability to manage and further improve operational efficiency, and (v) our
ability to execute acquisitions and investments, as well as successful integration. We may not be able to
successfully address these or other challenges, which could adversely impact our business, results of operations
and financial condition.
Any failure to manage our inventory effectively would increase operating costs and materially and
adversely affect our results of operations, financial condition and cash flows.
To operate our business effectively and meet customer demands, we must maintain a certain level of
inventory to support production and ensure timely delivery of our products. As of December 31, 2022, 2023,
2024 and the nine months ended September 30, 2025, we had inventories of RMB701.3 million,
RMB710.3 million, RMB865.3 million and RMB1,139.1 million, respectively. Our inventories turnover days
were 63.6 days, 65.5 days, 59.9 days and 65.2 days in 2022, 2023, 2024 and the nine months ended
September 30, 2025, respectively. Our inventories comprise finished goods, raw materials and work in progress.
We determine our inventory levels based on our experience, customer orders, assessment of demand, and raw
material price fluctuations. However, such assessments are inherently uncertain, and demand for our products
may change significantly between the order date and the projected delivery date.
There is no assurance that we will always maintain optimal inventory levels. If we fail to accurately assess
demand, we may experience inventory obsolescence or shortages. Excess inventory or a substantial decrease in
the expected market price of our products may result in inventory write-downs or write-offs, forcing us to sell
excess inventory at discounted prices, which could adversely affect our profitability. We recorded impairment
losses on inventories of RMB13.8 million, RMB17.5 million, RMB25.4 million and RMB28.9 million in 2022,
2023, 2024 and the nine months ended September 30, 2025, respectively, as provisions were made for inventory
value decline based on the excess of carrying value over net realizable value. Conversely, underestimating
demand may result in insufficient production, leading to delays in product delivery and negatively affecting our
relationships with customers and reputation. Any of these challenges could materially and adversely affect our
business, results of operations, and financial condition.
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RISK FACTORS
The preferential tax treatment and government grants that we currently enjoy may be altered or
terminated, which could have a material adverse effect on our business, financial condition and results of
operations.
We enjoy preferential tax treatments. According to the Enterprise Income Tax Law of the PRC (
ʕശɛ͏
)( “ EIT Law ”) and the related implementation rules, several of our subsidiaries of our
Company, qualified as high-tech enterprises, are entitled to a preferential tax rate of 15%. For more details, see
“Financial Information — Description of Selected Components of Consolidated Statements of Profit or Loss —
Income Tax Expenses” in this prospectus. There is no assurance that PRC policies on preferential tax treatments
will remain unchanged or that we will continue to qualify for such preferential rates in the future. If these tax
benefits are canceled or discontinued, relevant subsidiaries may be subject to the standard enterprise income tax
rate of 25%, which could materially and adversely impact our financial condition and results of operations.
Additionally, we enjoy a number of government grants in China, including non-recurring grants such as
industry transformation and upgrading support funds, technological innovation funds, funds for high quality
development of manufacturing industry, scientific and technological innovation funds, and electricity cost
subsidies. For 2022, 2023, 2024 and the nine months ended September 30, 2025, the total government grants we
received amounted to RMB57.6 million, RMB41.0 million, RMB30.8 million and RMB18.6 million,
respectively. All of the government grants received during the Track Record Period were non-recurring in nature.
Government grants we received are uncertain and are subject to certain criteria and procedures stipulated by the
national and local government. There can be no assurance that the government grants that we enjoy will not be
altered or terminated. Any alteration or termination of our current preferential tax treatments or government
grants could have a material adverse effect on our business, financial condition, results of operations and
prospects.
We may fail to recover our trade and other receivables in a timely manner, which may affect our financial
condition and results of operations.
As of December 31, 2022, 2023, 2024 and the nine months ended September 30, 2025, our trade and other
receivables amounted to approximately RMB2,603.8 million, RMB2,966.5 million, RMB3,578.7 million and
RMB4,034.3 million, respectively. See “Financial Information — Discussion of Selected Items From
Consolidated Statements of Financial Position — Trade and Other Receivables” in this prospectus for details. If
the creditworthiness of our customers deteriorates, or a significant number of our customers fail to settle their
trade and bills receivables in full for any reason, we may incur more impairment losses in the future. There is no
assurance that we will be able to fully recover our trade and bills receivables from customers or that they will
settle their payments in a timely manner. In the event that settlements from customers are delayed or not made at
all, our financial condition and results of operations may be materially and adversely affected.
We may incur impairment losses on our intangible assets and goodwill, which could negatively affect our
results of operations and financial condition.
Our intangible assets primarily consisted of trademarks, patents and software during the Track Record
Period. Our goodwill primarily arose from acquisitions through business combinations allocated to CYG
Electronics and Shenzhen Orbit. As of December 31, 2022, 2023, 2024, and September 30, 2025, we had
intangible assets of RMB17.7 million, RMB36.1 million, RMB25.9 million and RMB21.5 million, respectively,
and goodwill of RMB760.0 million, RMB731.3 million, RMB694.8 million and RMB694.8 million respectively.
During the Track Record Period, impairment loss on our goodwill amounted to nil, RMB28.7 million,
RMB36.5 million and nil in 2022, 2023, 2024 and the nine months ended September 30, 2025, respectively. We
may conduct strategic acquisitions in the future to expand our market share and solidify our position in the high-
speed data communication and electrical power transmission market. See “Future Plans and Use of Proceeds” in
this prospectus for further details. Such strategic acquisition may result in acquisition of intangible assets and
goodwill. Change in business prospects of investments may result in impairment on our intangible assets and
goodwill, which could negatively affect our results of operations. There is no assurance that we will not incur
impairment loss on our intangible assets and goodwill in the future. Any significant impairment of our intangible
assets and goodwill could have a material adverse effect on our business, financial condition and results of
operations.
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RISK FACTORS
We face the risk of failing to collect our trade receivables due from our customers, and our liquidity
position may be affected by mismatch in trade receivables turnover days and trade payables turnover
days.
Our trade receivables turnover days were 120.5 days, 125.8 days, 123.0 days and 117.8 days in 2022, 2023,
2024 and the nine months ended September 30, 2025, respectively. As of December 31, 2022, 2023 and 2024 and
September 30, 2025, our trade and other receivables amounted to RMB2,603.8 million, RMB2,966.5 million,
RMB3,578.7 million, and RMB4,034.3 million, respectively. Our trade payables turnover days were 53.9 days,
61.5 days, 64.1 days and 65.8 days in 2022, 2023, 2024 and the nine months ended September 30, 2025,
respectively. Prolonged turnover days may increase the risk of bad debts, particularly if customers face financial
difficulties or economic conditions deteriorate. With the increase trade receivables and trade payables turnover
days stay at a high level, our liquidity risk is increased due to strained cash flows. Inadequate liquidity may in
turn limit our ability to meet short-term obligations, such as paying suppliers or funding operational expenses.
We cannot assure you that all such amounts due to us will be settled promptly or within the anticipated timelines
as agreed with our customers. Our operating results, liquidity and profitability could be adversely affected.
Besides, there is a mismatch in our trade receivables turnover days and trade payables turnover days. We
typically offer our customers credit terms that up to over 120 days, which are generally longer than the credit
periods offered to us by our suppliers that up to around 60 days. As such, there is a mismatch in our cash inflow
and outflow periods which could materially affect our liquidity position. Any default or delay in payment by our
customers may broaden such cashflow mismatch, which may result in significant cash flow shortfalls in the
future and adversely affect our cash position and operating results.
We recorded negative cash flows from investing activities and financing activities during the Track Record
Period, which may have an adverse effect on our business, financial condition, results of operations and
prospects.
We recorded net cash used in investing activities of RMB388.3 million, RMB390.6 million,
RMB591.1 million and RMB621.1 million for the years ended December 31, 2022, 2023, 2024 and the nine
months ended September 30, 2025, respectively, primarily attributable to purchases of property, plant and
equipment and other assets. We recorded net cash used in financing activities of RMB517.7 million,
RMB391.5 million, RMB349.5 million and RMB209.2 million for the for the years ended December 31, 2022,
2023, 2024 and the nine months ended September 30, 2025, respectively. For further details, see “Financial
Information — Liquidity and Capital Resources — Cash Flows” in this prospectus.
Net investing and financing cash outflows could impair our ability to make necessary capital expenditures
and constrain our flexibility as well as adversely affect our ability to meet our liquidity requirements. We may
also experience net cash outflows from our operating activities in the future. If we are unable to maintain
adequate working capital, we may default in our payment obligations and may not be able to meet our capital
expenditure requirements or pursue our growth strategies, which may have a material adverse effect on our
business, financial condition, results of operations and prospects.
Share-based payments may lead to shareholding dilution for our existing Shareholders and adversely
affect our financial performance.
We adopted share incentive schemes for the benefit of our Directors, senior management, key technicians,
and key employees who, in the opinion of the Board, contribute directly to the overall business performance and
sustainable development of our Company. In 2022, 2023, 2024 and the nine months ended September 30, 2025,
we incurred share-based payment expenses of RMB0.9 million, RMB1.7 million, RMB2.1 million and
RMB9.4 million, respectively.
To further incentivize our Directors, senior management, key technicians, and key employees, we may grant
additional share-based payments in the future. The issuance of shares related to such share-based payments may
dilute the shareholding percentage of our existing Shareholders. Additionally, such share-based payments may
increase our expenses, which could have a material and adverse effect on our financial performance.
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RISK FACTORS
We are exposed to foreign exchange risk.
A substantial portion of our revenues and cost of sales is denominated in Renminbi. However, as we operate
part of our business in Vietnam and other international jurisdictions, we may continue to make equity and other
investments outside of China. During the Track Record period, our revenue from outside Chinese mainland
amounted to RMB648.4 million, RMB728.6 million, RMB812.1 million and RMB749.8 million, accounting for
12.1%, 12.7%, 11.7% and 12.3% of the total revenue in 2022, 2023, 2024 and the nine months ended
September 30, 2025, respectively. Meanwhile, certain equipment or materials required for our operation were
partly sourced from imports, and U.S. dollars, euros, HKD and RMB were paid to foreign countries. We are
therefore subject to risks associated with foreign currency exchange fluctuations.
Changes in the value of foreign currencies could increase our Renminbi costs for, or reduce our Renminbi
revenues from, our foreign operations, or affect the prices of our exported products and the prices of our
imported equipment and materials. The fluctuation of foreign exchange rates also affects the value of our
monetary and other assets and liabilities denominated in foreign currencies. We recorded net foreign exchange
differences gains of RMB14.7 million, RMB4.3 million, RMB8.5 million in 2022, 2023, 2024 and loss of
RMB0.8 million in the nine months ended September 30, 2025, respectively. There is no assurance that future
fluctuations in exchange rates would not have a material adverse impact on our financial condition and results of
operations. If we face significant volatility in these foreign exchange rates and we cannot procure any specific
foreign exchange control measures to mitigate such risks, our results of operations and financial performance
may be adversely affected.
Fluctuations in interest rates may adversely affect our results of operations.
Like many other participants in the high-speed data communication and electrical power transmission
industries, we may rely on bank borrowings to finance our capital needs for operations and investments. An
increase in the interest rates of our loans may result in a significant increase in our interest expense, adversely
affecting our finance costs, which in turn may affect our business and profitability. If structured improperly,
certain derivative financial instruments may increase our exposure to interest rate fluctuations.
We are exposed to risks associated with the potential spin-off of one or more of our businesses.
We have applied for, and the Stock Exchange has granted, a waiver from strict compliance with the
requirements in Paragraph 3(b) of Practice Note 15 to the Listing Rules. As of the date of this Prospectus, we
have issued announcements on the Shenzhen Stock Exchange that we have commenced the preliminary
preparatory work of the spin-off Shanghai Keter and Huizhou LTK previously. Further, we wish to retain the
possibility to spin-off Woer New Energy (together with Shanghai Keter and Huizhou LTK, collectively, the
“Spin-off Businesses”) within three years from the Listing.
The waiver granted by the Stock Exchange is conditional upon (among others) us confirming to the Stock
Exchange in advance of any spin-off that it would not render our Company, excluding the subsidiary to be spun
off, incapable of meeting the eligibility or suitability requirements under Rule 8.05 of the Listing Rules based on
the financial information of the subsidiary to be spun off at the time of the Listing, and where more than one
subsidiary is to be spun off, the assessment will be made on a cumulative basis. As of the Latest Practicable Date,
we did not have any detailed plan in relation to the potential spin-offs, including the timetables for the spinoffs of
Huizhou LTK and Woer New Energy. We cannot assure you that any spin-off will ultimately be consummated,
whether within the three-year period after the Listing or otherwise, and any such spin-off will be subject to,
among other things, market conditions and Shareholders’ approval at the time. For additional information, see
“Waivers from Strict Compliance with Listing Rules and Exemption from Compliance with the Companies
(Winding up and Miscellaneous Provisions) Ordinance — Waiver in Respect of Strict Compliance with Practice
Note 15 and the Three-year Restriction on Spin-offs” in this prospectus.
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RISK FACTORS
RISKS RELATING TO CONDUCTING BUSINESS IN COUNTRIES AND REGIONS WHERE WE
OPERATE
Changes in economic, regulatory, political and social conditions could materially and adversely affect our
business and operations.
Our business, financial condition and results of operations may be influenced by the general political,
economic and social conditions in the countries and regions where we operate. Governments worldwide have
implemented, and may continue to introduce, among others, various policies and measures to encourage the
economic growth and guide the allocation of resources. Our industry in general is affected by macro-economic
factors, including international, national, regional and local economic conditions, trade relationships,
employment levels, customer demand and discretionary spending. During the Track Record Period, revenue from
our overseas sales comprised approximately 12.1%, 12.7% , 11.7% and 12.3% of our total revenue respectively.
In the event that any of these countries or regions which we export to impose additional economic sanctions or
enforces import restrictions or tariffs in relation to our products, our business and operations may be adversely
affected. Any changes in these factors, including the frequent changes in US tariff policies recently, may have
material and adverse effects on our business, financial condition and results of operations.
Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China,
but also between the U.S. and other countries in the international community. There is significant uncertainty as
to whether countries will be able to successfully reach any trade deals with the U.S. Rising political tensions as a
result of trade policies could reduce trade volume, investment, and other economic activities between major
international economies. These developments, or the perception that any of them could occur, may have a
material adverse effect on global economic conditions and the stability of global financial markets, which in turn
can significantly impact our business and results of operations. Consequently, such developments necessitate our
increased investments in monitoring policy developments and exploring strategies to mitigate the impact on our
operations. Economic sanctions and trade restriction measures (including tariffs) taken by government authorities
or other trade tensions or unfavorable trade policies may affect the costs and/or marketability of our products, as,
without the impact of additional tariffs, the peers in other countries and regions which are not subject to such
tariffs, could potentially gain market share and improve their price competitiveness. The current international
trade tensions and political tensions, and any escalation of such tensions, may have a material negative impact on
our ability to continue to sell to global customers and further grow our customer base. In addition, as our
business is closely interrelated with the performance of our customers’ end-use products in the marketplace, if
our customers are impacted by restrictive measures of trade protection or export control, our performance and
income will be adversely affected.
Geopolitical conditions may also lead to heightened restrictions on foreign investments, introducing
increased compliance requirements and uncertainty for investors. Furthermore, in recent years, there have been
heightened complexities in international relations. Such tensions could reduce levels of international trade,
investment, technological exchange and other economic activities, which would have a material adverse effect on
global economic conditions and the stability of global financial markets. Any of these factors could have a
material adverse effect on our and our customers’ business, prospects, financial condition and results of
operations.
You may experience difficulties in effecting service of legal process and enforcing foreign court judgments
against us and our Directors and senior management.
We are incorporated under the laws of the PRC and majority of our assets are located in the PRC. In
addition, most of our Directors and officers reside in the PRC and their assets are substantially located in the
PRC. As a result, it may be difficult, complicated and time-consuming for you to effect service of process upon
those persons residing in China. A judgment of a court of another jurisdiction may be reciprocally recognized or
enforced in the PRC only if the jurisdiction has a treaty with the PRC or if the jurisdiction has been otherwise
deemed by the courts of the PRC to satisfy the requirements for reciprocal recognition, subject to the satisfaction
of other requirements. However, the PRC does not have treaties providing for the reciprocal recognition and
enforcement of judgments of courts of certain other jurisdictions.
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RISK FACTORS
On July 14, 2006, the Supreme People’s Court of China and Hong Kong signed the Arrangement on
Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the
Mainland and of the Hong Kong Special Administrative Region Pursuant to Choice of Court Agreements
between Parties Concerned (
τ
ર)( “ 2006 Arrangement ”) which came into effect on August 1, 2008. Pursuant to the 2006 Arrangement, a
party with an enforceable final court judgment rendered by any designated People’s Court of Chinese mainland
or any designated Hong Kong Court requiring payment of money in a civil and commercial case according to a
written choice of court agreement, may apply for recognition and enforcement of the judgment in the relevant
People’s Court of Chinese mainland or Hong Kong Court. A written choice of court agreement is defined as any
agreement in writing entered into between parties after the effective date of the 2006 Arrangement in which a
court of Chinese mainland or a Hong Kong court is expressly designated as the court having sole jurisdiction for
the dispute. Therefore, it may not be possible to enforce a judgment rendered by a Hong Kong court in Chinese
mainland if the parties in the dispute did not agree to enter into a choice of court agreement in writing. As a
result, it may be difficult or impossible for you to effect service of process against us in order to seek recognition
and enforcement of foreign judgments in Chinese mainland.
On January 18, 2019, the Supreme People’s Court of China and Hong Kong entered into the Arrangement
on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the
Mainland and of the Hong Kong Special Administrative Region (
ʝႩ̙ձੂ
τર)( “ 2019 Arrangement ”). The 2019 Arrangement broadens the scope of judgments
that may be enforced between Chinese mainland and Hong Kong under the 2006 Arrangement. Whereas a choice
of jurisdiction needs to be agreed in writing in the form of an agreement between the parties for the selected
jurisdiction to have exclusive jurisdiction over a matter under the 2006 Arrangement, the 2019 Arrangement
provides that the court where the judgment was sought could apply jurisdiction in accordance with the certain
rules without the parties’ agreement. The 2019 Arrangement became effective on January 29, 2024, both in
Chinese mainland and in Hong Kong and replaced the 2006 Arrangement. Under the 2019 Arrangement, any
party concerned may apply to the relevant court of Chinese mainland or Hong Kong for recognition and
enforcement of the effective judgments in civil and commercial cases subject to the conditions set forth in the
2019 Arrangement. Although the 2019 Arrangement has become effective for a period of time, the outcome and
effectiveness of any action brought under it may still be uncertain. We cannot assure you that an effective
judgment that complies with the 2019 Arrangement can be recognized and enforced in a Chinese mainland court.
Furthermore, although we will be subject to the Listing Rules and the Takeovers Code upon the Listing, the
holders of H Shares will not be able to bring actions on the basis of violations of the Listing Rules and must rely
on the Stock Exchange to enforce its rules. Moreover, the Takeovers Code does not have the force of law and
provides only standards of commercial conduct considered acceptable for takeover and merger transactions and
share repurchases in Hong Kong.
The legal system for certain geographic markets is developing with uncertainties in interpretation and
enforcement. The legal protections available to you and us may be limited.
Our operations span across various geographic markets, each with its unique legal system. These legal
systems can be broadly categorized into civil law systems based on written statutes, and common law systems. It
is noteworthy that in civil law jurisdictions, prior court decisions, while used as references, carry limited
precedential value, unlike in common law systems.
We acknowledge the inherent uncertainties within the legal frameworks of some of the markets we operate.
Newly enacted laws and regulations may not comprehensively address all facets of economic activities in these
markets. The interpretation and enforcement of such laws and regulations are often subject to future
implementations, and their applicability to our business operations remains unsettled. Given that local
administrative and court authorities are empowered to interpret and implement statutory provisions and
contractual terms, it can be challenging to predict the outcomes of administrative and court proceedings, and to
ascertain the extent of legal protection we possess in these markets. It is also worth noting that local courts may
exercise discretion in refusing to enforce foreign or arbitration awards. These uncertainties could potentially
impact our understanding of legal requirements and our capacity to enforce our contractual rights or claims.
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RISK FACTORS
Moreover, these regulatory uncertainties may be leveraged through unmerited or frivolous legal actions, claims
concerning third-party conduct, or threats aimed at extracting payments or benefits from us.
Additionally, many of the legal systems in our operational markets are influenced by their respective
government policies and internal rules. Some of these policies and rules may not be published promptly or at all,
and could have retroactive effects. There are instances where key regulatory definitions are ambiguous,
imprecise, or absent, or where regulatory interpretations diverge from court interpretations in analogous cases.
Furthermore, administrative and court proceedings in some of our markets may be prolonged, leading to
significant costs and diversion of resources and management attention.
We recognize the possibility of new laws and regulations being adopted or interpreted as applicable to us in
our geographic markets and elsewhere, which could impact our businesses and operations. The industries in
which we operate may face increased scrutiny and regulation, necessitating the allocation of additional legal and
other resources to comply with these regulations. Changes in existing laws or regulations, or the introduction of
new laws and regulations in our markets, could potentially impede the growth of the whole industry and affect
our business, financial condition, and results of operations.
We are a PRC enterprise and we are subject to PRC tax on our global income, and any gains on the sales
of our H Shares. Investors of our H Shares may become subject to PRC taxation on dividends received
from us and gains from the disposition of our H Shares.
We are subject to periodic examinations on fulfillment of our tax obligations under the PRC tax laws and
regulations by PRC tax authorities. Although we believe that in the past, we have acted in compliance with the
requirements under the relevant PRC tax laws and regulations in all material aspects and established effective
internal control measures in relation to accounting regularities, we cannot assure you that future examinations by
PRC tax authorities would not result in fines, other penalties or action that could adversely affect our business,
results of operations, financial condition and prospects, as well as our reputation.
Individual holders of H Shares who are not residents of Chinese mainland and whose names appear on the
register of members of H Shares (“ non-Chinese mainland resident individual holders ”) are subject to PRC
individual income tax on dividends received from us. Pursuant to the Circular on Questions Concerning the
Collection of Individual Income Tax Following the Repeal of Guo Shui Fa [1993] No. 045 (
਷೼೯[1993]
045) (Guo Shui Han [2011] No. 348) ( ਷೼Ռ[2011] 348໮), dated
June 28, 2011, issued by the SAT, dividends paid to non-Chinese mainland resident individual holder of H
Shares are generally subject to individual income tax of the PRC at the withholding tax rate of 10.0%, dependent
on whether there is any applicable tax treaty between Chinese mainland and the jurisdiction in which the
non-Chinese mainland resident individual holder of H Shares resides as well as the tax arrangement between
Chinese mainland and Hong Kong. Non-Chinese mainland resident individual holders who reside in jurisdictions
that have not entered into tax treaties with Chinese mainland are subject to a 20.0% withholding tax on dividends
received from us. In addition, under the Individual Income Tax Law of the PRC (
ج
) and its implementation regulations, non-Chinese mainland resident individual holders of H Shares are subject
to individual income tax at a rate of 20.0% on gains realized upon the sale or other disposition of H Shares.
However, pursuant to the Circular Declaring that Individual Income Tax Continues to be Exempted over Income
of Individuals from Transfer of Shares (
) issued by the
MOF and the SAT on March 30, 1998, gains of individuals derived from the transfer of listed shares in
enterprises may be exempt from individual income tax. As of the Latest Practicable Date, no aforesaid provisions
have expressly provided that whether individual income tax shall be levied from non-Chinese mainland resident
individual holders on the transfer of shares in Chinese mainland resident enterprises listed on overseas stock
exchanges, and to our knowledge, in practice the Chinese mainland tax authorities had not collected individual
income tax on such gains. If such tax is collected in the future, the value of such individual holders’ investments
in H Shares may be materially and adversely affected.
Under the Enterprise Income Tax Law of the PRC (
)( “EIT Law”) and its
implementation regulations, a non-Chinese mainland resident enterprise is generally subject to enterprise income
tax at a rate of 10.0% with respect to its Chinese mainland-sourced income, including dividends received from a
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RISK FACTORS
Chinese mainland company and gains derived from the disposal of equity interests in a Chinese mainland
company, subject to reductions under any special arrangement or applicable treaty between Chinese mainland
and the jurisdiction in which the non-Chinese mainland resident enterprise resides. The interpretation and
implementation of the EIT Law and its implementation regulations by Chinese mainland tax authorities,
including whether and how enterprise income tax on gains derived upon the sale or other disposal of H Shares
will be collected from non-Chinese mainland resident enterprise holders of H Shares, are to be determined in
accordance with the relevant laws and regulations in effect at the time. If such tax is collected in the future, the
value of such non-Chinese mainland resident enterprise holders’ investments in H Shares may be materially and
adversely affected.
We are subject to certain regulatory requirements over foreign currency conversion and remittance.
We receive a majority of payments from our operations in the PRC in RMB and may need to convert certain
Renminbi into other currencies for payment of dividends, if any, to holders of our Shares, and to fund our
business activities outside of the PRC, among other things. The convertibility of RMB into foreign currencies
and, in certain cases, the remittance of currency out of the PRC are subject to related regulatory requirements.
Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to
pay dividends or other payments, or otherwise fulfill our foreign currency denominated obligations.
Under current foreign exchange regulations of the PRC, payment of current account items, including profit
distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies
without prior approval from the SAFE or its local branches, through licensed banks for foreign exchange
business, by complying with certain procedural requirements. If we cannot fulfill the regulatory requirements
over foreign currency conversion to obtain sufficient foreign currencies to satisfy our foreign currency demands,
we may not be able to pay dividends in foreign currencies to our Shareholders. However, prior registration and
other procedures with competent government authorities are required where Renminbi is to be converted into
foreign currency and remitted out of Chinese mainland to pay capital expenses. Further, there is no assurance that
new regulations will not be promulgated in the future that would have further requirements on the remittance of
Renminbi into or out of the PRC. Any existing and future requirements on currency exchange may limit our
ability to purchase raw materials and components outside of the PRC or otherwise fund any future business
activities that are conducted in foreign currencies.
RISKS RELATING TO THE GLOBAL OFFERING
We will be concurrently subject to listing and regulatory requirements of the PRC and Hong Kong.
As we are listed on the Shenzhen Stock Exchange and will be listed on the Main Board in Hong Kong, we
will be required to comply with the listing rules (where applicable) and other regulatory regimes of both
jurisdictions, unless an exemption is available or a waiver has been obtained. Accordingly, we may incur
additional costs and resources in continuously complying with all sets of listing rules in the two jurisdictions.
Our A Shares were listed and traded on the Shenzhen Stock Exchange, and the characteristics of the A
share and H share markets may differ.
Our A Shares are listed and traded on the Shenzhen Stock Exchange. Following the Global Offering, our A
Shares will continue to be traded on the Shenzhen Stock Exchange and our H Shares will be traded on the Stock
Exchange. Under current laws and regulations of the PRC, without the approval from the relevant regulatory
authorities, our H Shares and A Shares are neither interchangeable nor fungible, and there is no trading or
settlement between the H Share and A Share markets. With different trading characteristics, the H Share and A
Share markets have divergent trading volumes, liquidity and investor bases, as well as different levels of retail
and institutional investor participation. As a result, the trading performance of our H Shares and A Shares may
not be comparable. Nonetheless, fluctuations in the price of our A Shares may adversely affect the price of our H
Shares, and vice versa. Due to the different characteristics of the H Share and A Share markets, the historical
prices of our A Shares may not be indicative of the performance of our H Shares. You should therefore not place
undue reliance on the trading history of our A Shares when evaluating the investment decision in our H Shares.
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RISK FACTORS
There has been no prior public market for the H Shares and an active trading market for the H Shares
may not develop or be sustained.
Prior to the Global Offering, no public market for the H Shares existed. We cannot assure you that an active
trading market for the H Shares will develop or be sustained after the Global Offering. The Offer Price for the
Shares is expected to be fixed by the Price Determination Agreement, and may not be indicative of the market
price of the H Shares following the completion of the Global Offering. If an active trading market for the H
Shares does not develop or is not sustained after the Global Offering, the market price and liquidity of Shares
could be materially and adversely affected.
The trading volume and selling price of our H Shares may be volatile, which could result in substantial
losses for investors who purchase our H Shares in the Global Offering.
The trading volume and price of our H Shares may be highly volatile and could fluctuate widely in response
to factors beyond our control. Factors impacting the price and trading volume of our H Shares include, but are
not limited to, actual or anticipated fluctuations in our revenue, earnings and cash flow, changes in our pricing
policy as a result of competition, potential strategic alliances or acquisitions, the addition or departure of key
personnel, changes in ratings by financial analysts and credit rating agencies, fluctuations in the selling prices
and demand for our products, public perception or negative news about our products, unexpected business
disruptions resulting from natural disasters or power shortages, our inability to obtain or maintain regulatory
approval for our operations, litigation, government investigation or other legal or regulatory proceeding, or
political, economic, financial and social developments in China, Hong Kong and elsewhere in the world. In
addition, the Stock Exchange and other securities markets have, from time to time, experienced significant price
and volume fluctuations that are not related to the operating performance of any particular company. These
fluctuations may also materially adversely affect the selling price of our H Shares. Moreover, shares of other
companies listed on the Stock Exchange have experienced price volatility in the past, and it is possible that our H
Shares may be subject to changes in price not directly related to our performance.
Our historical dividends may not be indicative of our future dividend policy, and there can be no
assurance whether and when we will pay dividends in the future.
We have declared dividends in the past. However, there is no assurance that dividends of any amount will
be declared or distributed by us in any year in the future. Under the applicable laws and regulations of PRC, the
payment of dividends may be subject to certain limitations, and the calculation of our profit under the
Accounting Standards for Business Enterprises may differ in certain respects from the calculation under IFRS
Accounting Standards. 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,
financial condition, cash flows, capital expenditure requirements, market conditions, our strategic plans and
prospects for business development, regulatory restrictions on the payment of dividends and other factors as our
Directors may deem relevant, and subject to the approval at Shareholders’ meeting. Any declaration and payment
as well as the amount of dividends will be subject to our constitutional documents and the applicable laws and
regulations of PRC. See “Financial Information — Dividends” in this prospectus. No dividend shall be declared
or payable except out of our profits and reserves lawfully available for distribution. Our historical dividends
should not be taken as indicative of our dividend policy in the future.
You should not place any reliance on any information released by us in connection with the listing of our A
Shares on the Shenzhen Stock Exchange.
As our A Shares are listed on the Shenzhen Stock Exchange, we have been subject to periodic reporting and
other information disclosure requirements in PRC. As a result, from time to time, we publicly release information
relating to us on the Shenzhen Stock Exchange or other media outlets designated by the CSRC. However, the
information announced by us in connection with the A Shares listing is based on regulatory requirements of the
securities authorities, industry standards and market practices in Chinese mainland, which are different from
those applicable to the Global Offering. The presentation of financial and operational information for the Track
Record Period disclosed on the Shenzhen Stock Exchange or other media outlets may not be directly comparable
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RISK FACTORS
to the financial and operational information contained in this prospectus. As a result, prospective investors in the
H Shares should be reminded that, in making their investment decisions as to whether to purchase the H Shares,
they should rely only on the financial, operating and other information included in this document. By applying to
purchase the H Shares in the Global Offering, you will be deemed to have agreed that you will not rely on any
information other than that contained in this document and any formal announcements made by us in Hong Kong
with respect to the Global Offering.
Certain facts, forecasts and statistics obtained from official government sources in this document may not
be fully reliable.
Certain facts, forecasts and statistics in this document in and outside China are obtained from official
government publications that have not been independently verified by us, the Joint Sponsors, the Overall
Coordinators, any of their respective directors, employees, agents or advisors, or any other person or party
involved in the Global Offering, and no representation is given as to its accuracy. However, we cannot guarantee
the quality or reliability of these sources. Neither we, the Joint Sponsors, the Overall Coordinators, nor our or
their respective affiliates or advisors have verified the facts, forecasts and statistics nor ascertained the
underlying economic assumptions relied upon in those facts, forecasts and statistics obtained from these sources.
Moreover, these facts, forecasts and statistics involve risk and uncertainties and are subject to change based on
various factors and should not be unduly relied upon.
We may need additional capital, and the sale or issue of additional Shares or other equity securities could
result in additional dilution to our Shareholders.
Notwithstanding our current cash and cash equivalents and the net proceeds from the Global Offering, we
may require additional cash resources to finance our continued growth or other future developments, including
any investments or acquisitions we may decide to pursue. The amount and timing of such additional financing
needs will vary depending on the timing of investments in and/or acquisitions of new businesses from third
parties, and the amount of cash flow from our operations. If our resources are insufficient to satisfy our cash
requirements, we may seek additional financing through selling additional equity or debt securities or obtaining a
credit facility. The sale of additional equity securities could result in additional dilution to our Shareholders. The
incurrence of indebtedness would result in increased debt service obligations and could result in operating and
financing covenants that may, among other things, restrict our operations or our ability to pay dividends.
Servicing such debt obligations could also be burdensome to our operations. If we fail to service the debt
obligations or are unable to comply with such debt covenants, we could be in default under the relevant debt
obligations and our liquidity and financial conditions may be materially and adversely affected.
Forward-looking statements contained in this prospectus are subject to risks and uncertainties.
This prospectus contains forward-looking statements with respect to our business strategies, operating
efficiencies, competitive positions, and growth opportunities for existing operations, plans and objectives of
management, certain pro forma information and other matters.
The words “anticipate,” “believe,” “estimate,” “predict,” “could,” “aim,” “potential,” “continue,” “expect,”
“intend,” “may,” “plan,” “seek,” “will,” “would,” “should” and the negative of these terms and other similar
expressions identify a number of these forward-looking statements. You are cautioned that reliance on any
forward-looking statement involves risks and uncertainties and that any or all of those assumptions could prove
to be inaccurate and as a result, the forward-looking statements based on those assumptions could also be
incorrect. In light of these and other uncertainties, the inclusion of forward-looking statements in this prospectus
should not be regarded as representations or warranties by us that our plans and objectives will be achieved and
these forward-looking statements should be considered in light of various important factors, including those set
forth in this section. Subject to the requirements of the Listing Rules, we do not intend publicly to update or
otherwise revise the forward-looking statements in this prospectus, whether as a result of new information, future
events or otherwise. Accordingly, you should not place undue reliance on any forward-looking information. All
forward-looking statements in this prospectus are qualified by reference to this cautionary statement.
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RISK FACTORS
You should read the entire prospectus carefully and should not rely on any information contained in press
articles or other media in making investment decisions with respect to our H Shares.
Prior to the publication of this prospectus, there may have been press and media coverage regarding us and
the Global Offering, which may include certain information not contained in this prospectus. We have not
authorized the disclosure of any such information in the press or other media. We make no representation as to
the appropriateness, accuracy, completeness or reliability of such information, and disclaim responsibility for
such information. To the extent that any such information is inconsistent or conflicts with the information
contained in this prospectus, we disclaim responsibility for it. Accordingly, prospective investors are cautioned to
make their investment decisions with respect to our H Shares on the basis of the information contained in this
prospectus only and should not rely on any other information. By applying to purchase our H Shares in the
Global Offering, you will be deemed to have agreed that you will not rely on any information other than that
contained in this prospectus.
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WAIVERS FROM STRICT COMPLIANCE WITH LISTING RULES AND
EXEMPTION FROM COMPLIANCE WITH THE COMPANIES (WINDING UP
AND MISCELLANEOUS PROVISIONS) ORDINANCE
In preparation for the Global Offering, our Company has sought and has been granted the following waivers
from strict compliance with the relevant provisions of the Listing Rules and the following exemption from
compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance:
WAIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rules 8.12 and 19A.15 of the Listing Rules, we must have a sufficient management presence in
Hong Kong. This normally means that at least two of our executive Directors must be ordinarily resident in Hong
Kong.
Our headquarters and most of our business operations are based, managed and conducted in the PRC. As our
executive Directors play very important roles in our business operation, it is in our best interest for them to be
based in the places where our Group has significant operations. We consider it practicably difficult and
commercially unreasonable for us to arrange for two executive Directors to ordinarily reside in Hong Kong,
either by means of relocation of our executive Directors to Hong Kong or appointment of additional executive
Directors. Therefore, we do not have, and in the foreseeable future will not have, sufficient management presence
in Hong Kong for the purpose of satisfying the requirements under Rules 8.12 and 19A.15 of the Listing Rules.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver
from strict compliance with the requirements under Rules 8.12 and 19A.15 of the Listing Rules, provided that
our Company implements the following arrangements:
(a) we have appointed Mr. Liu Zhanli, our executive Director, and Mr. Tam Ka Lung, our joint company
secretary, as our authorized representatives (the “ Authorized Representatives”) pursuant to Rule 3.05
of the Listing Rules. The Authorized Representatives will act as our Company’s principal channel of
communication with the Stock Exchange. The Authorized Representatives will be readily contactable
by phone, facsimile and email to promptly deal with enquiries from the Stock Exchange, and will also
be available to meet with the Stock Exchange to discuss any matter within a reasonable period of time
upon request of the Stock Exchange;
(b) when the Stock Exchange wishes to contact our Directors on any matter, each of the Authorized
Representatives will have all necessary means to contact all of our Directors (including our
independent non-executive Directors) promptly as and when required, including means to
communicate with our Directors when they are traveling. Our Company will also inform the Stock
Exchange as soon as practicable in respect of any change in the Authorized Representatives in
accordance with the Listing Rules. We have provided the contact details of each Director (such as
mobile phone numbers, office phone numbers (if any), email addresses and fax numbers (if any)) to
each of the Authorized Representatives and the Stock Exchange;
(c) we confirm and will ensure that all Directors who do not ordinarily reside in Hong Kong possess or can
apply for valid travel documents to visit Hong Kong and can meet with the Stock Exchange within a
reasonable period upon the request of the Stock Exchange;
(d) we have appointed Gram Capital Limited as our compliance adviser upon Listing pursuant to
Rule 3A.19 of the Listing Rules for a period commencing on the Listing Date and ending on the date
on which we comply with Rule 13.46 of the Listing Rules in respect of our financial results for the first
full financial year commencing after the Listing Date. Our compliance adviser, who will serve as the
additional channel of communication with the Stock Exchange when the Authorized Representatives
are not available and will have access at all times to the Authorized Representatives, our Directors and
our senior management as prescribed by Rule 3A.23 of the Listing Rules; and
(e) meetings between the Stock Exchange and our Directors can be arranged through the Authorized
Representatives or our compliance adviser, or directly with our Directors within a reasonable time
frame.
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WAIVER IN RESPECT OF APPOINTMENT OF JOINT COMPANY SECRETARY
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary who, by virtue
of his/her academic or professional qualifications or relevant experience, is, in the opinion of the Stock
Exchange, capable of discharging the functions of the company secretary. Note 1 to Rule 3.28 of the Listing
Rules provides that the Stock Exchange considers the following academic or professional qualifications to be
acceptable:
(a) a member of The Hong Kong Chartered Governance Institute;
(b) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of the Laws of
Hong Kong); and
(c) a certified public accountant as defined in the Professional Accountants Ordinance (Chapter 50 of the
Laws of Hong Kong).
Note 2 to Rule 3.28 of the Listing Rules further provides that the Stock Exchange considers the following
factors in assessing the “relevant experience” of the individual:
(a) length of employment with the issuer and other issuers and the roles he/she played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including the SFO, the
Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the
Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement under Rule 3.29 of
the Listing Rules; and
(d) professional qualifications in other jurisdictions.
Pursuant to paragraph 13 of Chapter 3.10 of the Guide for New Listing Applicants, the Stock Exchange will
consider a waiver application by an issuer in relation to Rules 3.28 and 8.17 of the Listing Rules based on the
specific facts and circumstances. Factors that will be considered by the Stock Exchange include:
(a) whether the issuer has principal business activities primarily outside Hong Kong;
(b) whether the issuer was able to demonstrate the need to appoint a person who does not have the
Acceptable Qualification (as defined under paragraph 11 of Chapter 3.10 of the Guide for New Listing
Applicants) nor Relevant Experience (as defined under paragraph 11 of Chapter 3.10 of the Guide for
New Listing Applicants) as a company secretary; and
(c) why the directors consider the individual to be suitable to act as the issuer’s company secretary.
Further, pursuant to paragraph 13 of Chapter 3.10 of the Guide for New Listing Applicants, such waiver, if
granted, will be for a fixed period of time (the “ Waiver Period”) and on the following conditions:
(a) the proposed company secretary must be assisted by a person who possesses the qualifications or
experience as required under Rule 3.28 of the Listing Rules and is appointed as a joint company
secretary throughout the Waiver Period; and
(b) the waiver will be revoked if there are material breaches of the Listing Rules by the issuer.
Our Company has appointed Ms. Qiu Wei (
ฆ)( “ Ms. Qiu ”), our Board secretary, as one of our joint
company secretaries. She has considerable experience in administrative management but presently does not
possess any of the qualifications under Rules 3.28 and 8.17 of the Listing Rules, and may not be able to solely
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fulfill the requirements of the Listing Rules. Therefore, we have appointed Mr. Tam Ka Lung (Ꮂ)
(‘‘Mr. Tam’’ ), a fellow member of the Association of Chartered Certified Accountants, who fully meets the
requirements stipulated under Rules 3.28 and 8.17 of the Listing Rules to act as the other joint company secretary
and to provide assistance to Ms. Qiu for an initial period of three years from the Listing Date to enable Ms. Qiu
to acquire the “relevant experience” under Note 2 to Rule 3.28 of the Listing Rules so as to fully comply with the
requirements set forth under Rules 3.28 and 8.17 of the Listing Rules.
Given Mr. Tam’s professional qualification and experience, he will be able to explain to both Ms. Qiu and us
the relevant requirements under the Listing Rules and other applicable Hong Kong laws and regulations. Mr. Tam
will also assist Ms. Qiu in organizing Board meetings and Shareholders’ meetings of our Company as well as other
matters of our Company which are incidental to the duties of a company secretary. Mr. Tam is expected to work
closely with Ms. Qiu and will maintain regular contact with Ms. Qiu, our Directors and the senior management of
our Company. In addition, Ms. Qiu will comply with the annual professional training requirement under Rule 3.29
of the Listing Rules to enhance her knowledge of the Listing Rules during the three-year period from the Listing
Date. She will also be assisted by our compliance adviser and our legal advisers as to the Hong Kong laws on
matters in relation to our ongoing compliance with the Listing Rules and the applicable laws and regulations.
Since Ms. Qiu does not possess the formal qualifications required of a company secretary under Rule 3.28
of the Listing Rules, we have applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver
from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules such that Ms. Qiu
may be appointed as a joint company secretary of our Company. The waiver is valid for an initial period of three
years from the Listing Date on the conditions that (a) Ms. Qiu must be assisted by Mr. Tam, who possesses the
qualifications and experience required under Rule 3.28 of the Listing Rules and is appointed as a joint company
secretary throughout the Waiver Period; and (b) the waiver shall be valid for a period of three years from the
Listing Date and will be revoked immediately if and when Mr. Tam ceases to provide such assistance to Ms. Qiu
as a joint company secretary or if there are material breaches of the Listing Rules by our Company.
Before the end of the three-year period, we must demonstrate and seek the Stock Exchange’s confirmation
that Ms. Qiu (i.e. the proposed company secretary not fulfilling the requirement under Listing Rule 3.28 and
8.17), having had the benefits of Mr. Tam’s (i.e. the qualified person) assistance during the three-year period, has
attained the relevant experience under Note 2 to Listing Rule 3.28 and is capable of discharging the functions of
the company secretary so that a further waiver would not be necessary.
WAIVER AND EXEMPTION IN RELATION TO THE 2025 SHARE OPTION SCHEME
The Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance prescribes
certain disclosure requirements in relation to the share options granted by our Company (the “ Share Options
Disclosure Requirements”):
(a) Rule 17.02(1)(b) of the Listing Rules stipulates that all the terms of a scheme must be clearly set out in
the prospectus. Our Company is also required to disclose in the prospectus full details of all outstanding options
and their potential dilution effect on the shareholdings upon listing as well as the impact on the earnings per
share arising from the exercise of such outstanding options;
(b) Paragraph 27 of the Appendix D1A of the Listing Rules requires our Company to set out in the
prospectus particulars of any capital of any member of our Group which is under option, or agreed conditionally
or unconditionally to be put under option, including the consideration for which the option was or will be granted
and the price and duration of the option, and the name and address of the grantee;
(c) Under section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the
prospectus must state the matters specified in Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance; and
(d) Paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance requires our Company to set out in the prospectus, among other things, details of the
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number, description and amount of any shares in or debentures of our Company which any person has, or is
entitled to be given, an option to subscribe for, together with the certain particulars of the option, namely the
period during which it is exercisable, the price to be paid for shares or debentures subscribed for under it, the
consideration (if any) given or to be given for it or for the right to it and the names and addresses of the persons
to whom it was given.
As of the Latest Practicable Date, our Company granted outstanding options under the 2025 Share Option
Scheme to 466 grantees, including directors, supervisors or chief executive of our subsidiaries and other
employees of our Group, to subscribe for an aggregate of 8,089,700 A Shares, representing approximately 0.58%
of the total issued share capital immediately upon completion of the Global Offering (including treasury A
Shares, and assuming the options granted under the 2025 Share Option Scheme are not exercised), on the terms
set out in the paragraph headed “Statutory and General Information — Further Information about our Directors
and Substantial Shareholders — 5. Employee Incentive Schemes — (a) 2025 Share Option Scheme” in the
Appendix IV to this prospectus. As of the Latest Practicable Date, none of the Directors and senior management
of the Company was granted any options to subscribe A Shares.
Our Company has applied to (i) the Stock Exchange for a waiver from strict compliance with the
requirements under Rule 17.02(1)(b) of and paragraph 27 of Appendix D1A to the Listing Rules; and (ii) to the
SFC for a certificate of exemption under section 342A of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance exempting our Company from strict compliance with paragraph 10(d) of Part I of the
Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, on the ground that
strict compliance with the above requirements would be unduly burdensome for our Company and the waiver
and the exemption would not prejudice the interest of the investing public for the following reasons:
(a) given that 466 grantees are involved, strict compliance with the Share Option Disclosure Requirements
in setting out full details of all the grantees under the 2025 Share Option Scheme in this prospectus would be
costly and unduly burdensome for our Company in light of a significant increase in cost and time for information
compilation and prospectus preparation;
(b) as of the Latest Practicable Date, save for 26 grantees who are directors (including those who served as
directors in the past 12 months), supervisors or chief executive of our subsidiaries with outstanding options to
subscribe for an aggregate of 1,536,000 A Shares, representing approximately 0.11% of the total issued share
capital immediately upon completion of the Global Offering (including treasury A Shares, and assuming the
options granted under the 2025 Share Option Scheme are not exercised), the remaining 440 grantees are
employees of our Group who were not our Directors, senior management members or other connected persons of
our Company, with outstanding options to subscribe for an aggregate of 6,553,700 A Shares, representing
approximately 0.47% of the total issued share capital immediately upon completion of the Global Offering
(including treasury A Shares, and assuming the options granted under the 2025 Share Option Scheme are not
exercised). Strict compliance with the applicable Share Option Disclosure Requirements to disclose names,
addresses and entitlements on an individual basis in this prospectus will require number of additional pages of
disclosure that does not provide any material information to the investing public;
(c) the grant and exercise in full of the options under the 2025 Share Option Scheme will not cause any
material adverse impact on the financial position of our Company;
(d) lack of full compliance with the above disclosure requirements would not prevent our Company from
providing its potential investors with information for them to make an informed assessment of the activities,
assets, liabilities, financial position, management and prospects of our Company; and
(e) material information relating to the options under the 2025 Share Option Scheme will be disclosed in
this prospectus, including the total number of A Shares subject to the 2025 Share Option Scheme, the exercise
price per A Share, the potential dilution effect on shareholding, and impact on earnings per A Share upon full
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exercise of the options granted under the 2025 Share Option Scheme. Our Directors consider that the information
that is reasonably necessary for the potential investors to make an informed assessment of our Company in their
investment decision making process has been included in this prospectus.
The Stock Exchange has granted us a waiver from strict compliance with the relevant requirements under
the Listing Rules on the conditions that:
(a) full details of the options under the 2025 Share Option Scheme granted to each of the directors,
supervisors or chief executive of our subsidiaries will be disclosed in the paragraph headed “Statutory and
General Information — Further Information about our Directors and Substantial Shareholders — 5. Employee
Incentive Schemes — (a) 2025 Share Option Scheme” in Appendix IV to this prospectus on an individual basis
as required under the applicable Share Option Disclosure Requirements;
(b) for the remaining grantees, disclosure will be made, on an aggregate basis, of (i) the aggregate number
of grantees and the number of A Shares underlying the options granted to them under the 2025 Share Option
Scheme, (ii) the consideration (if any) paid for the grant of the options under the 2025 Share Option Scheme, and
(iii) the exercise period and the exercise price for the options granted under the 2025 Share Option Scheme;
(c) there will be disclosure in the paragraph head “Statutory and General Information — Further
Information about our Directors and Substantial Shareholders — 5. Employee Incentive Schemes — (a) 2025
Share Option Scheme” in Appendix IV to this prospectus for the aggregate number of A Shares underlying the
options under the 2025 Share Option Scheme and the percentage of our Company’s total issued share capital
represented by such number of A Shares;
(d) the dilutive effect and impact on earnings per Share upon full exercise of the options under the 2025
Share Option Scheme will be disclosed in the paragraph headed “Statutory and General Information — Further
Information about our Directors and Substantial Shareholders — 5. Employee Incentive Schemes — (a) 2025
Share Option Scheme” in Appendix IV to this prospectus;
(e) a summary of the principal terms of the 2025 Share Option Scheme will be disclosed in the paragraph
headed “Statutory and General Information — Further Information about our Directors and Substantial
Shareholders — 5. Employee Incentive Schemes — (a) 2025 Share Option Scheme” in Appendix IV to this
prospectus;
(f) the particulars of the waiver and the exemption will be disclosed in this prospectus;
(g) a full list of all the grantees (including those persons whose details have already been disclosed in this
prospectus) under the 2025 Share Option Scheme, containing all the particulars as required under the applicable
Share Option Disclosure Requirements be made available for public inspection in accordance with Appendix V
to this prospectus;
(h) further information relating to the grantees who have been granted options is provided to the Stock
Exchange; and
(i) the grant of a certificate of exemption under the Companies (Winding Up and Miscellaneous Provisions)
Ordinance from the SFC exempting our Company from the disclosure requirements under paragraph 10(d) of
Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
The SFC has granted us the certificate of exemption under section 342A of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance from strict compliance with paragraph 10(d) of Part I of the Third Schedule
to the Companies (Winding Up and Miscellaneous Provisions) Ordinance subject to the conditions that:
On an individual basis, (a) full details of the options granted by the Company under the 2025 Share Option
Scheme to each of directors, supervisors or senior management, and other connected persons of our Company
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and its subsidiaries and other grantees who have been granted options to subscribe for 200,000 A Shares or more
are disclosed in “Statutory and General Information — Further Information about our Directors and Substantial
Shareholders — 5. Employee Incentive Schemes — (a) 2025 Share Option Scheme — (vii) Outstanding options
granted under the 2025 Share Option Scheme” in Appendix IV to this prospectus, such details to include all the
particulars required under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance;
(b) in respect of the options granted by the Company under the 2025 Share Option Scheme to grantees other
than those set out in (a) above, disclosure is made, on an aggregate basis, categorized into lots based on the
number of A Shares underlying the options granted to each individual grantee, being: 1 to 5,000 A Shares, 5,001
to 10,000 A Shares, 10,001 to 50,000 A Shares, and 50,001 to 90,000 A Shares. For each lot of A Shares under
the 2025 Share Option Scheme, the following details are disclosed in the prospectus: (1) aggregate number of
grantees and number of A Shares subject to the options, (2) the consideration paid for the grant of the options and
(3) the exercise period and the exercise price for the options;
(c) a full list of all the grantees (including the persons referred to in (a) above) who have been granted
options to subscribe for A Shares under the 2025 Share Option Scheme, containing all the details as required in
paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, be made available for public inspection in accordance with the section headed “Documents Delivered
to the Registrar of Companies and Available on Display” in Appendix V to this prospectus; and
(d) the particulars of the exemption will be disclosed in this prospectus and that this prospectus will be
issued on or before February 5, 2026.
Further details of the 2025 Share Option Scheme are set forth in the paragraph headed “Statutory and
General Information — Further Information about our Directors and Substantial Shareholders — 5. Employee
Incentive Schemes — (a) 2025 Share Option Scheme” in Appendix IV to this prospectus.
WAIVER IN RESPECT OF STRICT COMPLIANCE WITH PRACTICE NOTE 15 AND THE THREE-
YEAR RESTRICTION ON SPIN-OFFS
Paragraph 3(b) of Practice Note 15 (“ PN15”) provides that the Listing Committee would not normally
consider a spin-off application within three years of the date of listing of the issuer with regard to proposals
submitted by issuers to effect the separate listing on the Stock Exchange or elsewhere of assets or business
wholly or partly within their existing groups (the “ spin-offs”), given the original listing of the issuer will have
been approved on the basis of the issuer’s portfolio of businesses at the time of listing, and that the expectation of
investors at that time would have been that the issuer would continue to develop those businesses.
Given our significant scale of overall business operation, we assess different opportunities for financing and
business operation from time to time with an aim to create value to our shareholders, including spinning off
certain subsidiaries or business, subject to, amongst others, the market conditions, financing needs and
development of the subsidiaries and business. We have issued announcements on the Shenzhen Stock Exchange
that we have commenced the preliminary preparatory work of the spin-off Shanghai Keter and Huizhou LTK
previously. Further, we wish to retain the possibility to spin-off Woer New Energy (together with Shanghai Keter
and Huizhou LTK, collectively, the “ Spin-off Businesses”) within three years from the Listing.
(A) Shanghai Keter
Shanghai Keter is principally engaged in the R&D, manufacturing and sales of power battery safety
protection products for NEVs. The product and business line of power battery safety protection products under
NEV power transmission products of our Group is wholly carried out by Shanghai Keter.
Shanghai Keter has commenced its preliminary preparatory work of the spin-off.
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According to the management accounts for the year ended December 31, 2024, the total assets, revenue and
net profits of Shanghai Keter represented less than 10% of the total assets, revenue and net profits of our
Company for the year ended and as of December 31, 2024. It is expected that Shanghai Keter will remain as a
subsidiary of our Company and will be consolidated to the accounts of our Group after the spin-off. The spin-off
of Shanghai Keter will not have a material impact on the overall financial performance of our Company.
(B) Huizhou LTK
Huizhou LTK is principally engaged in the R&D, manufacturing and sales of telecoms cable products. The
product and business line of telecoms cable products of our Group is wholly carried out by Huizhou LTK, and
these products are widely applied to many areas especially in high-speed communication equipment.
We issued announcement on the Shenzhen Stock Exchange that we had authorized our management to
commence with the preliminary preparatory work of the spin-off of Huizhou LTK in early 2023. The preparatory
work of spin-off was suspended in March 2024 in light of the market conditions, Huizhou LTK’s operation
performance and the Group’s overall development strategies. The Company wishes to retain the possibility to
spin-off Huizhou LTK within three years after the Listing, which will depend on various factors, including,
amongst others, the prevailing market conditions and the strategic development of the Group. Our Company does
not currently have any detailed plan in relation to the potential spin-off, including the timetable for spin-off of
Huizhou LTK.
According to the management accounts for the year ended December 31, 2024, the total assets, revenue and
net profits of Huizhou LTK represented less than 25% of the total assets, revenue and net profits of our Company
for the year ended and as of December 31, 2024. It is expected that Huizhou LTK will remain as a subsidiary of
our Company and will be consolidated to the accounts of our Group after the spin-off. The spin-off of Huizhou
LTK will not have a material impact on the overall financial performance of our Company.
(C) Woer New Energy
Woer New Energy is principally engaged in the research and development, manufacturing, and sales of DC
charging guns for NEVs, high-voltage cables, high-voltage connectors and AC and DC charging sockets. The
product and business line of NEV charging products under NEV power transmission products of our Group is
wholly carried out by Woer New Energy.
Our Company wishes to retain the possibility to spin-off the Woer New Energy within three years after the
Listing, and does not currently have any detailed plan in relation to such potential spin-off, including the
timetable for spin-off.
According to the management accounts for the year ended December 31, 2024, the total assets, revenue and
net profits of Woer New Energy represented less than 15% of the total assets, revenue and net profits of our
Company for the year ended and as of December 31, 2024. It is expected that Woer New Energy will remain as a
subsidiary of our Company and will be consolidated to the accounts of our Group after the spin-off. The spin-off
of Woer New Energy will not have a material impact on the overall financial performance of our Company.
The products and business line of electronic material products, electrical cable accessories products, and
others business, including wind power business and the MOM and MES platforms are carried out by the
Remaining Group, thus, the businesses of each of the potential spin-off entities is distinct from the remaining
businesses of our Group. The potential spin-off of each of the above entities bring clear commercial benefits for
them, our Company and our respective shareholders. After the spin-off and separate listing, the spin-off entities
can formulate their respective strategies and decisions and allocate their own resources in a more flexible manner
which can further improve their respective overall operating results; utilize the capital market platform to
optimize financing arrangements to fund future expansion plans and better grasp growth opportunities and
expand business scale. The potential spin-off will enhance their own core competitiveness and increase their
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respective brand awareness and market penetration in the relevant industry. Further, the potential spin-off of
these entities can also provide additional means to attract talents and incentivize its senior management and
employees and enable its senior management and employees to share the results from the development of its
business through participating in its share incentive schemes.
For the avoidance of doubt, there is no assurance as to the timing or the sequence of the potential spin-offs.
As of the Latest Practicable Date, our Company confirms that there is no material omission of any information
relating to any potential spin-offs in this prospectus.
Safeguards to protect the interests of the Shareholders
Despite the potential spin-offs within three years of Listing, our Company believes that there are sufficient
safeguards to protect the interests of the Shareholders for the following reasons:
(i) Pursuant to Provisions on the Spin-offs of Listed Companies (Trial) (
ۆ(༊Б)) (the
“Spin-off Rules ”), any potential spin-offs, regardless of size, must be approved by two-thirds of the
votes casted by all shareholders (including both A Shares and, if applicable, H Shares shareholders)
entitled to vote at the general meeting, as well as two-thirds of votes casted by the minority
shareholders, who are not directors, supervisors or senior management of our Company and who
individually or collectively hold less than 5% of the total number of shares in our Company (the
“Minority Shareholders ”), entitled to vote at the general meeting. Before any potential spin-off is
submitted to the shareholders for voting, our Company will disclose the detailed spin-off plan to its
shareholders. Hence, the shareholders of our Company (including the Minority Shareholders) can make
an informed decision as to whether to vote for or against such spin-off plan. As such, our Company
believes the interest of the shareholders and its rights will not be prejudiced.
(ii) Pursuant to the Spin-off Rules, (i) the net profit of the subsidiary to be spun off, to which the listed
company is entitled under the equity in the consolidated financial statements of the listed company for
the latest financial year, shall not exceed 50% of the net profit attributable to shareholders of the listed
company, and (ii) the net assets of the subsidiary to be spun off, to which the listed company is entitled
under the equity in the consolidated financial statements of the listed company for the latest financial
year, shall not exceed 30% of the net assets attributable to shareholders of the listed company. The
above regulatory restrictions on the size of spin-off provides additional safeguard to protect the
interests of the shareholders of our Company.
(iii) Our Directors owe fiduciary duties to our Company, including the duty to act in good faith and in the
best interest of our Company. As such, our Directors will only pursue a potential spin-off if there are
clear commercial benefits for both our Company and the potential spin-off entities. In addition, our
Directors will not direct our Company to conduct any spin-off if they believe that it will have an
adverse impact on the interests of our Company and the shareholders of our Company.
We have applied for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements
in paragraph 3(b) of PN15 in relation to the potential spin-offs of Spin-off Businesses within three years after the
Listing on the following conditions:
(i) each of the businesses of the potential spin-off entities is distinct from the remaining businesses of our
Group, and the completion of any spin-off is not expected to have any material impact on the
operations of the Remaining Group. The Group operates five major product and business lines:
(1) telecoms cable products, wholly carried out by Huizhou LTK; (2) NEV power transmission
products, wholly carried out by Shanghai Keter and Woer New Energy, and the product line that
Shanghai Keter and Woer New Energy primarily engaged is NEV power battery safety protection
products and NEV charging products, respectively, which are distinct from each other; (3) electronic
material products; (4) electrical cable accessories products; and (5) other business, including wind
power business and the MOM and MES platforms. Product and business lines from (3) to (5) above are
carried out by the Remaining Group;
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EXEMPTION FROM COMPLIANCE WITH THE COMPANIES (WINDING UP
AND MISCELLANEOUS PROVISIONS) ORDINANCE
(ii) (a) each of the potential spin-off entities will remain a subsidiary of the Company and their financial
performance will continue to be consolidated into the Company’s accounts after the spin-offs, and
(b) the potential spin-offs will not occur concurrently, the size of the potential spin-off entities
individually will be immaterial to our Company as detailed above;
(iii) each of the potential spin-off entities will remain as a subsidiary of the Company and that their
financial performance will be consolidated into the accounts of the Company after the spin-offs;
(iv) the potential spin-offs will not take place concurrently;
(v) our Company will disclose in this prospectus details of its intention to spin-off Shanghai Keter and the
possibility of spinning off Huizhou LTK and Woer New Energy, including their principal business, the
relevant financial contribution to our Company during the Track Record Period, the relevant reasons
and benefits to our Company and its shareholders, the basis that the potential spin-offs will not affect
our Company’s core business and the progress or possibility of the spin-offs;
(vi) the potential spin-offs will not lead to a material change in our Company’s principal business, and will
not result in our Company failing to meet applicable listing eligibility requirements under the Listing
Rules; and
(vii) such potential spin-offs by our Company will be subject to the requirements of PN15 unless otherwise
waived by the Stock Exchange, and the applicable requirements under Chapter 14 and/or Chapter 14A
of the Listing Rules.
Notwithstanding the above waiver, whether or when to proceed with the potential spin-offs, as well as the
sequence of the potential spin-offs, depends on various factors such as market conditions, the regulatory approval
procedure, financial performance and valuation of business segments. The potential spin-offs remain highly
uncertain and could be subject to material changes in the future.
WAIVER FROM STRICT COMPLIANCE WITH RULE 4.04(1) OF THE LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH PARAGRAPH 27 OF PART I AND
PARAGRAPH 31 OF PART II OF THE THIRD SCHEDULE TO THE COMPANIES (WINDING UP
AND MISCELLANEOUS PROVISIONS) ORDINANCE
Rule 4.04(1) of the Listing Rules (“ Rule 4.04 ”) requires that the accountant’s report to be included in this
prospectus must include the consolidated results of our Group in respect of each of the three financial years
immediately preceding the issue of this prospectus or such shorter period as may be acceptable to the Stock
Exchange.
Section 342(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance requires, subject
to section 342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, all prospectuses to
state the matters specified in Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance and set out the reports specified in Part II of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
According to paragraph 27 of Part I of the Third Schedule to the Ordinance (“ Paragraph 27 ”), our
Company is required to include in this prospectus a statement as to the gross trading income or sales turnover (as
may be appropriate) of our Group during each of the three financial years immediately preceding the issue of this
prospectus, including an explanation of the method used for the computation of such income or turnover, and a
reasonable break-down between the more important trading activities.
According to paragraph 31 of Part II of the Third Schedule to the Ordinance (“ Paragraph 31 ”), our
Company is required to include in this prospectus a report by our auditor with respect to the profits and losses
and assets and liabilities of our Group in respect of each of the three financial years immediately preceding the
issue of this prospectus.
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WAIVERS FROM STRICT COMPLIANCE WITH LISTING RULES AND
EXEMPTION FROM COMPLIANCE WITH THE COMPANIES (WINDING UP
AND MISCELLANEOUS PROVISIONS) ORDINANCE
According to section 342A(l) of the Ordinance, the SFC may issue, subject to such conditions (if any) as the
SFC thinks fit, a certificate of exemption from strict compliance with the relevant requirements under the
Ordinance if, having regard to the circumstances, the SFC considers that the exemption will not prejudice the
interests of the investing public and compliance with any or all of such requirements would be irrelevant or
unduly burdensome, or is otherwise unnecessary or inappropriate.
The accountant’s report of our Group for each of the three years ended December 31, 2024 and the nine
months ended September 30, 2025 has been prepared and is set out in Appendix I to this prospectus.
Pursuant to the relevant requirements set forth above, our Company is required to produce three full years of
audited accounts for the years ended December 31, 2023, 2024 and 2025. Accordingly, we have applied to the
Stock Exchange for, and the Stock Exchange has agreed to grant, a waiver from strict compliance with the
requirements under Rule 4.04(1) of the Listing Rules, subject to the following conditions:
(a) this prospectus will be issued on or before February 5, 2026 and our Company’s H Shares will be listed
on or before March 31, 2026, i.e. three months after the latest financial year-end;
(b) our Company has obtained a certificate of exemption from the SFC on strict compliance with the
requirements of Section 342(1) of the Ordinance in relation to Paragraph 27 and Paragraph 31;
(c) a profit estimate for the year ended December 31, 2025 (which complies with Rules 11.17 to 11.19 of
the Listing Rules) is included in this prospectus;
(d) a statement of our Directors is included in this Prospectus that after performing all due diligence work
which they consider appropriate, there is no material adverse change to our Company’s financial and
trading positions or prospect with specific reference to the trading results from the end of the stub
period to the latest financial year end; and
(e) our Company will publish its preliminary results announcement and annual report after Listing for the
last financial year prior to Listing, as required under Rules 13.49 and 13.46.
An application has also been made to the SFC for a certificate of exemption from strict compliance with the
requirements under Paragraph 27 and Paragraph 31 and a certificate of exemption has been granted by the SFC
under section 342A of the Ordinance subject to the following conditions:
(a) this prospectus will be issued on or before February 5, 2026;
(b) our Company’s H Shares will be listed on the Stock Exchange on or before March 31, 2026, i.e. three
months after the latest financial year-end; and
(c) the particulars of the exemption are set out in this prospectus.
The applications to Stock Exchange for a waiver from strict compliance with Rule 4.04(1) of the Listing
Rules and to the SFC for a certificate of exemption from strict compliance with the requirements under
Paragraph 27 and Paragraph 31 were made on the grounds, among others, that strict compliance with the above
requirements would be unduly burdensome and the exemption would not prejudice the interests of the investing
public as:
(a) there would not be sufficient time for our Company and our reporting accountant to finalize the audited
financial statements for the full year ended December 31, 2025 for inclusion in this prospectus, which
shall be issued on or before the date of this prospectus. If the financial information for the year ended
December 31, 2025 is required to be audited, our Company and our reporting accountant would have to
undertake a considerable amount of work, costs and expenses to prepare, update and finalize the
accountant’s report and the relevant sections of this prospectus will also need to be updated to cover
such additional period within a short period of time;
(b) our Directors are of the view that the benefits of such additional work to be done by the reporting
accountant to the potential investors would not justify the additional amount of work, costs and
expenses as (i) the accountant’s report of our Group covering the years ended December 31, 2022,
2023 and 2024 and the nine months ended September 30, 2025, together with the unaudited
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WAIVERS FROM STRICT COMPLIANCE WITH LISTING RULES AND
EXEMPTION FROM COMPLIANCE WITH THE COMPANIES (WINDING UP
AND MISCELLANEOUS PROVISIONS) ORDINANCE
supplementary financial information and the profit estimate for the year ended December 31, 2025 (in
compliance with Rules 11.17 to 11.19 of the Listing Rules) included in this prospectus have already
provided the potential investors with adequate and reasonably up-to-date information in the
circumstances to form a view on the track record and earnings trend of our Company; and (ii) all
information which is necessary for the investing public to make an informed assessment of our
business, assets and liabilities, financial position, trading position, management and prospects has been
included in this prospectus;
(c) our Directors and the Joint Sponsors confirmed that after performing all due diligence work which they
consider appropriate, up to the date of this prospectus, there has been no material adverse change to our
financial and trading positions or prospects since October 1, 2025 (immediately following the date of
the latest audited statement of financial position in the accountant’s report set out in Appendix I to this
prospectus) to the date of this prospectus and there has been no event which would materially affect the
information shown in the accountant’s report as set out in Appendix I to this prospectus, the profit
estimate for the year ended December 31, 2025 and the section headed “Financial Information” in this
prospectus and other parts of this prospectus; and
(d) our Company will publish its annual results and annual report within the time prescribed under the
Rules 13.46(2) and 13.49(1) of the Listing Rules, respectively.
DISCLOSURE OF OFFER PRICE
Paragraph 15(2)(c) of Appendix D1A to the Listing Rules provides that the issue price or offer price of each
security must be disclosed in the prospectus. Pursuant to Paragraph 12 of Chapter 4.14 of the Guide for New
Listing Applicants issued by the Stock Exchange, the Stock Exchange also allows an indicative offer price range
to be included in the prospectus, as an alternative to the disclosure of a fixed offer price.
We have applied to the Stock Exchange a waiver from strict compliance with paragraph 15(2)(c) of
Appendix D1A to the Listing Rules on the following grounds:
a) The Offer Price will be determined by reference to our A Share price. Our A Shares are listed and
traded on the Shenzhen Stock Exchange. With a view to aligning the interest of the A Shareholders and
H Shareholders, the final Offer Price will be determined with reference to, among other factors, the
closing price of our A Shares on the Shenzhen Stock Exchange on the last trading day on or before the
Price Determination Date, which is likely to be viewed by potential investors as a key benchmark in
assessing the price of the Offer Shares. The market price of our A Shares traded on the Shenzhen Stock
Exchange is subject to various factors beyond our control;
b) Potential negative impact on the market price of our A Shares and Offer Shares. Setting a fixed price or
a price range with a low-end offer price per Offer Share may be regarded by the investors and our
Shareholders as an indication of the current market value of our Shares. If the fixed price or low-end
offer price is set below market expectations, it may signal a lack of confidence in the Company’s
valuation, potentially leading to downward pressure on the price of the A Shares. Such potential
adverse reaction could also spill over to the Offer Shares, as investors often use the price of the
A Shares as a key benchmark for valuation. This could result in diminished investor confidence in the
price performance of both the A Shares and the Offer Shares, creating unnecessary market volatility
and impairing our ability to raise optimal proceeds from the proposed Listing;
c) Pursuant to paragraphs 9 and 10(b) of the Third Schedule to the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance, the amount payable on application and
allotment on each Share, and the price to be paid for the Shares subscribed for, shall be specified in the
prospectus, respectively. Disclosure of a maximum Offer Price complies with the requirements
prescribed under paragraphs 9 and 10(b) of Part A the Third Schedule to the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance by providing a clear indication of
the maximum subscription consideration a potential investor shall pay for the Offer Shares; and
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WAIVERS FROM STRICT COMPLIANCE WITH LISTING RULES AND
EXEMPTION FROM COMPLIANCE WITH THE COMPANIES (WINDING UP
AND MISCELLANEOUS PROVISIONS) ORDINANCE
(d) a maximum Offer Price will be disclosed in this document. This alternative disclosure approach would
not prejudice the interests of the investing public in Hong Kong.
The Stock Exchange has granted to us a waiver from strict compliance with paragraph 15(2)(c) of Appendix
D1A to the Listing Rules on the conditions that the prospectus will disclose:
a) the maximum Offer Price;
b) the time for the determination of the Offer Price and the form of its publication;
c) the historical prices of our A Shares and trading volume on the Shenzhen Stock Exchange during the
Track Record Period and up to the Latest Practicable Date;
d) the determinants of the final Offer Price; and
e) the source for investors to access the latest market price of our A Shares.
See “Structure of the Global Offering — Pricing” in this prospectus for the historical prices of our A Shares
and trading volume on the Shenzhen Stock Exchange.
ALLOCATION OF H SHARES TO EXISTING MINORITY SHAREHOLDERS AND THEIR CLOSE
ASSOCIATES
Rule 10.04 of the Listing Rules requires that a person who is an existing shareholder of a listing applicant
may only subscribe for or purchase any securities for which listing is sought that are being marketed by or on
behalf of a listing applicant either in his/her/its own name or through nominees if the conditions in Rule 10.03 of
the Listing Rules are fulfilled, namely that (i) no securities are to be offered to the existing shareholders on a
preferential basis and no preferential treatment is given to them in the allocation of the securities; and (ii) the
minimum prescribed percentage of public shareholders required by Rule 8.08(1) (as amended and replaced by
Rule 19A.13A(2) when applied to PRC issuers with other listed shares) of the Listing Rules is achieved.
Paragraph 1C(2) of Appendix F1 to the Listing Rules states that, without the prior written consent of the Stock
Exchange, no allocations will be permitted to be made to directors or existing shareholders of a listing applicant
or their close associates, unless the conditions set out in Rules 10.03 and 10.04 are fulfilled.
Chapter 4.15 of the Guide provides that the Stock Exchange will consider granting a waiver from
Rule 10.04 of the Listing Rules and a consent, pursuant to paragraph 1C(2) of Appendix F1 to the Listing Rules,
to allow a listing applicant’s existing shareholders or their close associates to participate in its initial public
offering if any actual or perceived preferential treatment arising from their ability to influence the listing
applicant during the allocation process can be addressed.
Prior to the Listing, our share capital comprises entirely A Shares listed on the Shenzhen Stock Exchange
(“SZSE”). As a company listed on the SZSE with its A Shares publicly traded thereon and with a large public
A Shares shareholder base, it would be unduly burdensome for us to seek the prior consent of the Stock
Exchange for each of our minority existing Shareholders or their close associates who subscribe for the H Shares
in the Global Offering.
We have applied for, and the Stock Exchange has granted, a waiver from strict compliance with Rule 10.04
of, and a consent under paragraph 1C(2) of Appendix F1 to the Listing Rules to permit H Shares in the
International Offering to be placed to certain existing minority Shareholders who (i) hold less than 5% of the
voting rights in our Company prior to the completion of the Global Offering and (ii) are not and will not become
(upon the completion of the Global Offering) core connected persons of our Company or the close associates of
any such core connected person (together, the “ existing minority shareholder(s) ”), on the following conditions:
(a) each of the existing minority shareholders to whom our Company may allocate the H Shares under the
International Offering has less than 5% of the voting rights in our Company prior to the completion of
the Global Offering;
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WAIVERS FROM STRICT COMPLIANCE WITH LISTING RULES AND
EXEMPTION FROM COMPLIANCE WITH THE COMPANIES (WINDING UP
AND MISCELLANEOUS PROVISIONS) ORDINANCE
(b) each of the existing minority shareholders is not, and will not be, a core connected person of our
Company or any close associate of any such core connected person immediately prior to or following
the Global Offering;
(c) each of the existing minority shareholders does not have the power to appoint Directors or have any
other special rights in our Company;
(d) allocation to the existing minority shareholders and their close associates will not affect our Company’s
ability to satisfy the public float requirement as prescribed by the Stock Exchange under the waiver in
respect of the strict compliance with the requirements of Rule 8.08 (as amended and replaced by
Rule 19A.13A(2) when applied to PRC issuers with other listed shares) of the Listing Rules;
(e) based on discussions between our Company and the Sponsor-overall Coordinators and confirmations
required to be submitted to the Stock Exchange by the Joint Sponsors, we will confirm to the Stock
Exchange that:
a. in case of participation as cornerstone investors, no preferential treatment has been, nor will be,
given to the existing minority shareholders and/or their close associates by virtue of their
relationship with our Company, other than the preferential treatment of assured entitlement under
a cornerstone investment following the principles set out in Chapter 4.15 of the Guide, and the
existing minority shareholders’ or their close associate’s cornerstone investment agreements do
not contain any material terms which are more favorable to the existing minority shareholders or
their close associate those in other cornerstone investment agreements; or
b. in case of participation as placees, no preferential treatment will be given to the existing minority
shareholders and/or their close associates by virtue of their relationship with our Company in any
allocation in the placing tranche;
(f) in the case of participation as placees, the Overall Coordinators will confirm to the Stock Exchange that
no preferential treatment has been, nor will be, given to any of the existing minority shareholders or
their close associates by virtue of their relationship with our Company in any allocation in the
International Offering; and
(g) the Joint Sponsors will confirm to the Stock Exchange that the confirmations provided to the Stock
Exchange by our Company and the Sponsor-overall Coordinators and to the best of their knowledge
and belief, they have no reason to believe that the existing minority shareholders and/or their close
associates received any preferential treatment in any allocation in the placing tranche either as
cornerstone investors or as placees by virtue of their relationship with our Company, other than, in the
case of participation as cornerstone investors, the preferential treatment of assured entitlement under a
cornerstone investment following the principles set out in Chapter 4.15 of the Guide, and details of
allocation to the existing minority shareholders and/or their close associates will be disclosed in this
prospectus (for cornerstone investors) and allotment results announcement (for both cornerstone
investors and placees) of our Company.
CONSENT IN RESPECT OF THE PROPOSED SUBSCRIPTION OF H SHARES BY A
CORNERSTONE INVESTOR WHO IS A CONNECTED CLIENT
Paragraph 1C of Appendix F1 to the Listing Rules provides that no allocations will be permitted to
“connected clients” of the overall coordinator(s), any syndicate member(s) (other than the overall coordinator(s))
or any distributor(s) (other than syndicate member(s)) (collectively, the “ Distributors”, and each a
“Distributor”), without the prior written consent of the Stock Exchange.
Paragraph 1B(7) of the Appendix F1 to the Listing Rules states that “connected client” in relation to an
exchange participant means any client which is a member of the same group of companies as such exchange
participant.
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WAIVERS FROM STRICT COMPLIANCE WITH LISTING RULES AND
EXEMPTION FROM COMPLIANCE WITH THE COMPANIES (WINDING UP
AND MISCELLANEOUS PROVISIONS) ORDINANCE
Guotai Junan Investments (Hong Kong) Limited (“ GTINV”) has entered into a cornerstone investment
agreement with, among others, the Company, China Securities (International) Corporate Finance Company
Limited and China Merchants Securities (HK) Co., Limited. GTINV and Guotai Haitong Securities Co. Ltd.
(“GTHT”) will enter into a series of cross border delta-one OTC swap transactions (the “ JCC OTC Swaps ”)
with each other and with the ultimate client (the “ GTHT Ultimate Client (JCC) ”), pursuant to which GTINV
will hold the Offer Shares on a non-discretionary basis to hedge the JCC OTC Swaps, while the economic risks
and returns of the underlying Offer Shares are passed to the GTHT Ultimate Client (JCC).
Further, GTINV has entered into another cornerstone investment agreement with, among others, the
Company, China Securities (International) Corporate Finance Company Limited and China Merchants Securities
(HK) Co., Limited. GTINV and GTHT will enter into a series of cross border delta-one OTC swap transactions
(the “ Pu Xin OTC Swaps ”) with each other and with the ultimate client (the “ GTHT Ultimate Client
(Pu Xin) ”), pursuant to which GTINV will hold the Offer Shares on a non-discretionary basis to hedge the
Pu Xin OTC Swaps, while the economic risks and returns of the underlying Offer Shares are passed to the GTHT
Ultimate Client (Pu Xin).
GTINV, GTHT and Guotai Junan Securities (Hong Kong) Limited (“ Guotai Junan Securities ”), a
non-syndicate broker of the Global Offering, are members of the same group of companies. Accordingly, GTINV
is a connected client of Guotai Junan Securities.
We have applied for, and the Stock Exchange has granted, a consent under paragraph 1C of Appendix F1 to
the Listing Rules to permit GTINV (in connection with JCC OTC Swaps and Pu Xin OTC Swaps) (the
“Connected Client Cornerstone Investor ”) to participate in the Global Offering as cornerstone investors on the
following basis and conditions as set out in Paragraph 5 of Chapter 4.15 of the Guide for New Listing
Applicants:
(a) any Offer Shares to be allocated to the Connected Client Cornerstone Investor will be held on behalf of
independent third parties;
(b) the cornerstone investment agreements of the Connected Client Cornerstone Investor do not contain
any material terms which are more favorable to them (as the case may be) than those in other
cornerstone investment agreements;
(c) no preferential treatment has been, nor will be, given to GTINV by virtue of its relationship with
Guotai Junan Securities in any allocation of Offer Shares in the International Offering other than the
assured entitlement under the relevant cornerstone investment agreements;
(d) GTINV confirms that to the best of its knowledge and belief, it has not received and will not receive
preferential treatment in the allocation of Offer Shares in the Global Offering as a cornerstone investor
by virtue of its relationship with Guotai Junan Securities, other than the assured entitlement under the
relevant cornerstone investment agreements;
(e) each of the Company, the Sponsor-overall Coordinators, GTINV has provided the Stock Exchange
with written confirmations in accordance with Chapter 4.15 of the Guide for New Listing Applicants;
and
(f) details of the cornerstone investment and details of the allocations will be disclosed in this prospectus
and the allotment results announcement.
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INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which all of our Directors (including any proposed director who is named as such in
this prospectus) collectively and individually accept full responsibility, includes particulars given in compliance
with the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and futures (Stock
Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and the Listing Rules for the purpose of giving
information to the public with regard to our Group. Our Directors, having made all reasonable enquiries, confirm
that, to the best of their knowledge and belief, the information contained in this prospectus is accurate and
complete in all material respects and not misleading or deceptive, and there is no other matter the omission of
which would make any statement in this prospectus misleading.
CSRC FILING
According to the Overseas Listing Trial Measures, we are required to complete the filing procedures with
the CSRC in connection with the proposed Listing and the Global Offering. We submitted a filing to the CSRC
for application for the Listing and the Global Offering on June 17, 2025. The CSRC confirmed completion of
such filing on December 8, 2025. No other approvals from the CSRC are required to be obtained for the Listing
or the Global Offering.
INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering, which forms part of
the Global Offering. For applicants under the Hong Kong Public Offering, this prospectus sets out the terms and
conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong Public Offering of
initially 13,999,000 Offer Shares and the International Offering of initially 125,989,800 Offer Shares (subject to,
in each case, reallocation on the basis referred to under the section headed “Structure of the Global Offering” in
this prospectus).
The Hong Kong Offer Shares are offered solely on the basis of the information contained and
representations made in this prospectus and on the terms and subject to the conditions set out herein and therein.
No person is authorized to give any information in connection with the Global Offering or to make any
representation not contained in this prospectus, and any information or representation not contained herein must
not be relied upon as having been authorized by our Company, the Joint Sponsors, the Sponsor-overall
Coordinators, the Joint Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint
Lead Managers, the Underwriters, the Capital Market Intermediaries, any of their respective directors, officers,
agents, employees or advisers or any other party involved in the Global Offering.
Neither the delivery of this prospectus nor any offering, sale or delivery made in connection with the Offer
Shares should, 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.
See “Structure of the Global Offering” in this prospectus for details of the structure of the Global Offering.
UNDERWRITING
The Listing is sponsored by the Joint Sponsors. The Hong Kong Public Offering is fully underwritten by the
Hong Kong Underwriters under the terms of the Hong Kong Underwriting Agreement and is subject to us and the
Sponsor-overall Coordinators (for themselves and on behalf of the Underwriters) agreeing on the Offer Price.
The International Underwriting Agreement relating to the International Offering is expected to be entered into on
or around the Price Determination Date, subject to the determination of the pricing of the Offer Shares. The
Global Offering is managed by the Sponsor-overall Coordinators.
If, for any reason, the Offer Price is not agreed among us and the Sponsor-overall Coordinators (for
themselves and on behalf of the Underwriters), the Global Offering will not proceed and will lapse. For full
information about the Underwriters and the underwriting arrangements, see “Underwriting” in this prospectus.
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INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
STRUCTURE OF THE GLOBAL OFFERING
Details of the structure of the Global Offering (including its conditions) are set out in the sections headed
“Structure of the Global Offering” and “Underwriting” in this prospectus.
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will be required
to, or be deemed by his/her acquisition of Hong Kong Offer Shares to, confirm that he/she is aware of the
restrictions on the offer and sale of the Hong Kong Offer Shares described in this prospectus.
No action has been taken to permit a public offering of the Offer Shares or the 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 for subscription. The distribution of this prospectus and the offering and sale of
the Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under
the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant
securities regulatory authorities or an exemption therefrom. In particular, the Offer Shares have not been offered
and sold, and will not be offered and sold, directly or indirectly, in the PRC or the United States.
APPLICATION FOR LISTING OF THE H SHARES ON THE HONG KONG STOCK EXCHANGE
We have applied to the Hong Kong Stock Exchange for the granting of listing of, and permission to deal in,
our H Shares to be issued pursuant to the Global Offering.
Except as otherwise disclosed in this prospectus and the A Shares that have been listed on the Shenzhen Stock
Exchange, no part of our share or debt securities is listed on or deal in on the Hong Kong Stock Exchange or any
other stock exchange and no such listing or permission to list is being or proposed to be sought in the near future.
Under section 44B (1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any
allotment made in respect of any application will be invalid if the listing of, and permission to deal in, the
H Shares on the Hong Kong Stock Exchange is refused before the expiration of three weeks from the date of the
closing of the application lists, or such longer period (not exceeding six weeks) as may, within the said three
weeks, be notified to our Company by or on behalf of the Hong Kong Stock Exchange.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the H Shares on the Hong Kong Stock
Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as
eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of
commencement of dealings in the H Shares on the Hong Kong Stock Exchange or on any other date as
determined by HKSCC. Settlement of transactions between participants of the Hong Kong Stock Exchange is
required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS
are subject to the General Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the H Shares to be admitted into CCASS. Investors
should seek the advice of their stockbrokers or other professional advisers for details of the settlement
arrangements as such arrangements may affect their rights and interests.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for Hong Kong Offer Shares are set out in the section headed “How to Apply
for Hong Kong Offer Shares” in this prospectus.
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INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
H SHARE REGISTER AND STAMP DUTY
All of the H Shares will be registered on our register of members of H Share to be maintained by our
H Share Registrar, Computershare Hong Kong Investor Services Limited, in Hong Kong. Our principal register
of members will be maintained by us at our headquarters in the PRC .
Dealings in the H Shares registered on the H Share register of members of our Company in Hong Kong will
be subject to Hong Kong stamp duty.
PROFESSIONAL TAX ADVICE RECOMMENDED
Potential investors in the Global Offering are recommended to consult their professional advisers as to the taxation
implications of subscribing for, purchasing, holding or disposal of, and/or dealing in the H Shares or exercising rights
attached to them. None of us, the Joint Sponsors, the Sponsor-overall Coordinators, the Joint Overall Coordinators, the
Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the
Underwriters, any of their respective directors, officers, employees, partners, agents, advisers or representatives 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, purchasing, holding, disposition of, or dealing in, the H Shares or exercising any
rights attached to them.
COMMENCEMENT OF DEALINGS IN THE H SHARES
Dealings in the H Shares on the Hong Kong Stock Exchange are expected to commence on Friday,
February 13, 2026. The H Shares will be traded in board lots of 200 Shares each. The stock code of the Shares
will be 9981.
EXCHANGE RATE CONVERSION
Solely for your convenience, this prospectus contains translations among certain amounts denominated in
Renminbi, Hong Kong dollars and U.S. dollars.
Unless indicated otherwise, (i) the translations between Renminbi and U.S. dollars were made at the rate of
RMB6.98580 to US$1.00, (ii) the translations between Hong Kong dollars and Renminbi were made at the rate
of RMB0.89592 to HK$1.00; and (iii) the translations between U.S. dollars and Hong Kong dollars were made at
the rate of HK$7.79735 to US$1.00.
No representation is made that the amounts denominated in one currency could actually be converted into
the amounts denominated in another currency at the rates indicated or at all.
LANGUAGE
If there is any inconsistency between this prospectus and its Chinese translation, this prospectus shall prevail.
However, for ease of reference, the names of the PRC laws and regulations, government authorities, institutions,
natural persons or other entities (including certain of our subsidiaries) have been included in this prospectus in both
Chinese and English languages. 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. Any discrepancies between totals and sums of amounts listed in any table, chart or elsewhere in this
prospectus are due to rounding.
OTHER
Unless otherwise specified, all references to any shareholdings in our Company following the completion of
the Global Offering assume that the options granted under the 2025 Share Option Scheme are not exercised.
–7 3–


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DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
DIRECTORS
Name Address Nationality
Executive Directors
Mr. Zhou Heping ( մձ̻) Room 1704, Block B, Building 1
Zhongsen Twin Towers Residence
Shayuan Road,
Longgang District, Shenzhen
PRC
Chinese
Ms. Yi Huarong (
ശႂ) Room 1704, Block B, Building 1
Zhongsen Twin Towers Residence
Shayuan Road,
Longgang District, Shenzhen
PRC
Chinese
Mr. Liu Zhanli (
ᄎ̕ଣ) Room 8A, Block B, Building 7
Phase 1, Evergrande City
Pingshan District, Shenzhen
PRC
Chinese
Mr. Xia Chunliang (
ڥ݆ࢀRoom 37D, Block B, Building 4, Phase 2
Evergrande City, Pingshan Street
Pingshan District, Shenzhen
PRC
Chinese
Ms. Deng Yan
቎䝙 Room 404, Block E3
Yuling Mountain Villa, Mid Jixiang Road
Longgang District, Shenzhen
PRC
Chinese
Non-executive Director
Dr. Li Wenyou (
ҽ˖ʾ) Room 501, Entrance 3, Building 4
Longxingli, Xuefu Street
Nankai District, Tianjin
PRC
Chinese
Independent Non-executive Directors
Mr. Zeng Fanyue (
ಀɭᚔ) Room A401, Building 18
Cuiwei Garden, Shekou
Nanshan District, Shenzhen
PRC
Chinese
Ms. Dai Bingjie (
˾Ώᆎ) Room 2104, Unit 9, No. 52, Zhongnan Road
Hujiachong Community, Baotahe Street
Wujiagang District, Yichang City, PRC
Chinese
Mr. Wang Dong (
ˮಊ) Flat B1, 22/F, Tower B
The Holborn
Shaukeiwan Road
Hong Kong
Chinese
(Hong Kong)
For details with respect to our Directors, see “Directors and Senior Management” in this prospectus.
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DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors and Sponsors-overall Coordinators China Securities (International)
Corporate Finance Company Limited
18/F, Two Exchange Square
8 Connaught Place
Central
Hong Kong
China Merchants Securities (HK) Co., Limited
48/F, One Exchange Square
8 Connaught Place
Central, Hong Kong
Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
China Securities (International)
Corporate Finance Company Limited
18/F, Two Exchange Square
8 Connaught Place
Central
Hong Kong
China Merchants Securities (HK) Co., Limited
48/F, One Exchange Square
8 Connaught Place
Central, Hong Kong
Shanxi Securities International Limited
Unit A, 29/F, Admiralty Center Tower 1
18 Harcourt Road
Admiralty, Hong Kong
Joint Bookrunners and Joint Lead Managers DBS Asia Capital Limited
73/F, The Center
99 Queen’s Road Central
Hong Kong
Futu Securities International (Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty, Hong Kong
Tiger Brokers (HK) Global Limited
23/F, Li Po Chun Chambers
189 Des Voeux Road Central
Hong Kong
Capital Market Intermediaries China Securities (International) Corporate Finance
Company Limited
18/F, Two Exchange Square
8 Connaught Place
Central
Hong Kong
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DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
China Merchants Securities (HK) Co., Limited
48/F, One Exchange Square
8 Connaught Place
Central, Hong Kong
Shanxi Securities International Limited
Unit A, 29/F, Admiralty Center Tower 1
18 Harcourt Road
Admiralty, Hong Kong
DBS Asia Capital Limited
73/F, The Center
99 Queen’s Road Central
Hong Kong
Futu Securities International (Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty, Hong Kong
Tiger Brokers (HK) Global Limited
23/F, Li Po Chun Chambers
189 Des Voeux Road Central
Hong Kong
Legal Advisers to our Company As to Hong Kong and U.S. laws:
O’Melveny & Myers
31/F, AIA Central
1 Connaught Road Central
Hong Kong
As to PRC laws:
Sundial Law Firm
11-12/F, Taiping Finance Tower
6001 Yitian Road
Futian District
Shenzhen
PRC
As to Vietnamese laws:
Everone Law Firm
23 Nun Huynh Lien
Ward 10, Tan Binh
Ho Chi Minh 72508
Vietnam
As to U.S. outbound investment laws:
Hogan Lovells
11/F, One Pacific Place
88 Queensway
Hong Kong
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DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
Legal Advisers to the Joint Sponsors and
Underwriters
As to Hong Kong laws:
Tian Yuan Law Firm LLP
Suites 3304-3309, 33/F, Jardine House
One Connaught Place
Central
Hong Kong
As to PRC laws:
Beijing Jincheng Tongda & Neal (Shenzhen) Law
Firm
42nd Floor, Media Finance Center
No.9 Pengcheng 1st Road
Futian District, Shenzhen
PRC
Reporting Accountants Moore CPA Limited
Certified Public Accountants
Registered Public Interest Entity Auditor
1001-1010, North Tower
World Finance Centre
Harbour City, 19 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
Industry Consultant Frost & Su llivan (Beijing) Inc., Shanghai Branch Co.
Suite 2504, Wheelock Square
1717 Nanjing West Road
Shanghai 200040
PRC
Compliance Adviser Gram Capital Limited
Room 1209
12/F, Nan Fung Tower
88 Connaught Road Central/ 173 Des
Voeux Road Central
Central
Hong Kong
Receiving Banks CMB Wing Lung Bank Limited
45 Des Voeux Road Central
Hong Kong
China CITIC Bank International Limited
80 Floor, International Commerce Centre
1 Austin Road West, Kowloon
Hong Kong
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CORPORATE INFORMATION
Registered Office, Headquarters and Principal Place
of Business in the PRC
No. 53, Qingsong Road
Pingshan District
Shenzhen
Guangdong
PRC
Principal Place of Business in Hong Kong Room 504, 5/F,
Cheong Tai Commercial Building
60–66 Wing Lok Street
Sheung Wan
Hong Kong
Company’s Website
http://www.woer.com
(Information contained on this website does not form
part of this prospectus)
Joint Company Secretaries Ms. Qiu Wei (ฆ)
No. 53, Qingsong Road
Pingshan District, Shenzhen
PRC
Mr. Tam Ka Lung (
Ꮂ
(Fellow member of the Association of Chartered
Certified Accountants and member of the Hong Kong
Institute of Certified Public Accountants)
Room 504, 5/F
Cheong Tai Commercial Building
60-66 Wing Lok Street
Sheung Wan
Hong Kong
Authorized Representatives Mr. Liu Zhanli (
ᄎ̕ଣ)
Room 8A, Block B, Building 7
Phase 1, Evergrande City
Pingshan District, Shenzhen
PRC
Mr. Tam Ka Lung (
Ꮂ
(Fellow member of the Association of Chartered
Certified Accountants and member of the Hong Kong
Institute of Certified Public Accountants)
Room 504, 5/F
Cheong Tai Commercial Building
60-66 Wing Lok Street
Sheung Wan
Hong Kong
Audit Committee Mr. Zeng Fanyue ( Chairperson)
Mr. Wang Dong
Dr. Li Wenyou
Remuneration and Appraisal Committee Ms. Dai Bingjie ( Chairperson)
Ms. Yi Huarong
Mr. Zeng Fanyue
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CORPORATE INFORMATION
Nomination Committee Mr. Wang Dong ( Chairperson)
Mr. Zhou Heping
Ms. Dai Bingjie
Strategy and Investment Decision Committee Mr. Zhou Heping ( Chairperson)
Ms. Yi Huarong
Mr. Zeng Fanyue
H Share Registrar Computershare Hong Kong Investor
Services Limited
Shops 1712-1716, 17th Floor
Hopewell Centre
183 Queen’s Road East, Wan Chai
Hong Kong
Principal Bankers Bank of China Limited, Shenzhen Xili Sub-branch
Rooms 101-103, 207-213, 215-223, 229-233,
235-243, 245-253, 255-263, 265-273, 275-277, 302,
303
East Tower, Dingxin Building
Shahe West Road, Nanshan District
Shenzhen, PRC
Industrial and Commercial Bank of China,
Shenzhen Shajing Sub-branch
Units 1056-1059 (1F) & Unit 2060 (2F)
Building 4,Vanke Philia (Residence)
Shajing Subdistrict, Bao’an District
Shenzhen, PRC
China Everbright Bank Company Limited,
Shenzhen Longgang Sub-branch
Unit 102, Zone 101C, Duplex Level
Xie Li Garden Phase 3 Shopping Center
Longhe Road, Pingnan Community,
Longgang Subdistrict, Longgang District
Shenzhen, PRC
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INDUSTRY OVERVIEW
The information and statistics set out in this section and other sections of this prospectus were extracted
from the Frost & Sullivan (“F&S”) Report, which was commissioned by us, and from various official
government publications and other publicly available publications. We engaged F&S to prepare the F&S
Report, an independent industry report, in connection with the Global Offering. We believe that the sources of
this information are appropriate sources for such information and have taken reasonable care in extracting
and reproducing such information. We have no reason to believe that such information is false or misleading
or that any fact has been omitted that would render such information false or misleading. The information
from official government sources has not been independently verified by us, the Joint Sponsors or any of their
respective directors and advisers, or any other persons or parties involved in the Global Offering, and no
representation is given as to its accuracy.
SOURCE OF INFORMATION
We commissioned F&S to conduct market research on global and China high-speed data communication
and electrical power transmission industry and prepare the F&S Report. F&S is an independent global consulting
firm founded in 1961 in New York that offers industry research and market strategies. We have contracted to pay
RMB450,000 to F&S for compiling the F&S Report.
In preparing the F&S Report, F&S conducted detailed primary research which involved discussing the status
of the industry with certain leading industry participants and conducting interviews with relevant parties. F&S
also conducted secondary research which involved reviewing company reports, independent research reports and
data based on its own research database. F&S obtained the figures for the estimated total market size from
historical data analysis plotted against macroeconomic data as well as considered the above-mentioned industry
key drivers. Its market engineering forecasting methodology integrates several forecasting techniques with the
market engineering measurement-based system and relies on the expertise of the analyst team in integrating the
critical market elements investigated during the research phase of the project. These elements primarily include
expert-opinion forecasting methodology, integration of market drivers and restraints, integration with the market
challenges, integration of the market engineering measurement trends and integration of econometric variables.
The F&S Report is compiled based on the following assumptions: (i) the social, economic and political
environment of the globe and Chinese mainland is likely to remain stable in the forecast period; and (ii) related
industry key drivers are likely to drive the market in the forecast period.
Our principal business activities comprise the electronic communication business, the electrical power
transmission product business, and other business, structured as follows: (i) electronic communication business
involves the manufacturing and sale of telecoms cable products (which includes high-speed copper cables and
consumer and industrial electronic cables products) (please refer to the “Overview of Global and China
Communication Cable Industry” in this section) and electronic material products (please refer to the “Overview
of Global and China Electronic Materials Industry” in this section). In particular, during the Track Record
Period, revenue from the sales of our heat-shrinkable materials accounted for more than 96% of the revenue from
our electronic materials. (ii) electrical power transmission product business involves the manufacturing and sale
of NEV power transmission products (which includes NEV charging products and power battery safety
protection products) (please refer to the “Overview of NEV Power Transmission Products Sector: Global and
China NEV Core Power Charging Products Industry and Power Battery Safety Protection Products Industry” in
this section) and electrical cable accessories products (please refer to the “Overview of Global and China
Electrical Cable Accessories Industry” in this section); and (iii) other business including wind power business
(please refer to the “Overview of China Wind Power Industry “ in this section) and others.
OVERVIEW OF GLOBAL AND CHINA COMMUNICATION CABLE INDUSTRY
Market Size of Communication Cable Industry
Communication cables are mainly used in computing centers, automotive systems, industrial applications,
and consumer electronics, supporting reliable internal communication within these specialized domains. Driven
by the expansion of data traffic, digital transition, and diversified application scenarios, the industry has shown
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INDUSTRY OVERVIEW
steady growth in recent years. From 2020 to 2024, market size of global communication cables by revenue
increased from RMB12.9 billion to RMB17.0 billion, representing a CAGR of 7.1%, and is projected to reach
RMB24.0 billion by 2029, with a CAGR of 6.9% from 2025.
Classified by product types, copper and fiber-optic communication cables serve distinct roles due to their
different transmission media and performance characteristics. Telecoms cables (also known as copper
communication cables), transmitting electrical signals, are cost effective and efficient for short-distance
connections, typically within several meters to a few tens of meters, such as interconnections within and between
racks in computing centers, intelligent vehicles, industrial manufacturing systems, and consumer electronics.
Fiber-optic communication cables, which transmit light signals and offer high bandwidth, low signal loss, and
strong immunity to electromagnetic interference, typically over hundreds of meters to many kilometers, such as
inter-building connections within computing centers.
Market Size of Global Communication Cable Industry by Revenue, 2020-2029E
Sources: Interviews with Industry Experts, F&S
Note: The above market size excludes cables for communication networks (e.g., backbone networks, metropolitan area networks, and access
networks).
Definition and Overview of Telecoms Cable
Telecoms cables (copper communication cables), refer to data transmission cables used across diverse
specialized scenarios such as computing centers, industrial automation, intelligent vehicles, and consumer
electronics. Designed to ensure reliable, efficient, and high-speed communication in short-distance
interconnections, these cables are witnessing expanding adoption in emerging applications.
Value Chain Analysis of Telecoms Cable Industry
Upstream
Raw Materials and Core Components
Copper Materials Research & Development Computing Centers
Automobiles
Industrial Automation
Consumer Electronics
Manufacturing
Packaging and Testing
Sales & After-sales
Insulation Layers
Signal Processing Chips
Shielding Materials
Manufacturing and Processing Application Scenarios
Midstream* Downstream
Note*: the Company’s position in the value chain
The upstream segment of the telecoms cable industry primarily involves the supply of raw materials and
core components. The midstream segment, where the Company stays in, focuses on R&D, manufacturing, and
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INDUSTRY OVERVIEW
testing, with an emphasis on precision processes to ensure electrical performance, signal integrity, and long-term
durability across different types of telecoms cables. In the downstream segment, telecoms cables are deployed in
diverse application scenarios, including computing centers, automotive, industrial automation, and consumer
electronics, supporting reliable data transmission in short-distance and high-density interconnection
environments.
Market Size of Telecoms Cable Industry
From 2020 to 2024, the market size of global telecoms cable industry by revenue increased from
RMB10.5 billion to RMB13.4 billion, representing a CAGR of 6.1%, and is projected to reach RMB17.7 billion
by 2029, with a CAGR of 5.9% from 2025. High-speed copper cables refer to copper cables used for AI server
interconnections within and between racks in AI computing centers, reflecting strong market growth potential.
Meanwhile, driven by the accelerating development of industrial automation and rising demand from consumer
electronics, cables for consumer and industrial applications are expected to continue growing steadily. Other
telecoms cable applications, primarily copper cables used in traditional computing centers with relatively lower
transmission speeds, are expected to experience a gradual decline. This trend is driven by the shrinking demand
for such computing centers in the future, as market dynamics increasingly shift toward facilities with higher
performance and more advanced interconnection requirements.
Market Size of Global Telecoms Cable Industry by Revenue by Application Scenario, 2020-2029E
2020
RMB Billion
CAGR 2020-2024 CAGR 2025E-2029E
20
15
7.3
2.8
10.5
7.6
3.4
11.6
7.6 8.2
3.6
12.1
12.9
4.1
7.6 6.9
4.6 5.2
14.0 14.7
2.7 3.5
5.8
6.2 5.6 5.1
6.5
15.5
7.2
4.2
16.5
17.7
4.9
8.0
4.7
13.4
1.2 1.9
10
5
0
2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
0.4
0.6 0.8
0.6
Consumer and Industrial Cable
High-Speed Copper Cable (AI Computing Centers)
Others (Traditional Computing Centers)
30.4% 26.9%
11.4%
-9.1%
5.9%
12.7%
1.0%
6.1%Global Telecoms Cable
Sources: LightCounting, Interviews with Industry Experts, F&S
China holds a leading position in the global telecoms cable industry, supported by its comprehensive industrial
value chain and extensive coverage across major downstream application sectors. From 2020 to 2024, the market
size of telecoms cable industry in China by revenue increased from RMB5.3 billion to RMB7.7 billion, representing
a CAGR of 9.5%, and is projected to reach RMB10.1 billion by 2029, with a CAGR of 6.2% from 2025.
Market Size of China Telecoms Cable Industry by Revenue by Application Scenario, 2020-2029E
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INDUSTRY OVERVIEW
Source: LightCounting, Interviews with Industry Experts, Frost & Sullivan
Market Drivers and Trends of Telecoms Cable Industry
Surge in Demand for AI and Computing Centers
With the rapid advancement of AI, computing centers are scaling up quickly, placing increasingly higher
requirements on internal data transmission performance. The growing computational power of single AI nodes
and the rising server density within individual cabinets are significantly boosting the demand for high-speed
copper cable connections. Given the dominance of short-distance interconnection scenarios between servers and
switches inside computing centers, copper cables offer distinct advantages in terms of transmission rate, heat
dissipation, signal integrity, and cost-effectiveness. As a result, high-speed copper cables are well-suited for these
environments, helping to ensure stable and efficient data transmission. Driven by the accelerated deployment of
large-scale computing centers, the demand for copper cable interconnections is expected to continue rising.
High-Speed Copper Cable Becoming Ideal Product for AI Server Interconnection
High-speed, low-latency transmission is essential for AI servers, but traditional copper cables and standard
optical fibers often struggle to meet the demands of edge computing and cloud edge collaboration. Earlier
generations of AI servers used optical transceivers for GPU interconnection, but newer platforms released by the
global largest GPU manufacturer are shifting toward high-speed copper interconnects. Copper performs better for
short, in-rack links by eliminating optical electrical conversion, reducing power consumption and latency, and
simplifying system design. It also lowers costs by avoiding expensive optical components. This shift is driving
the broader industry to speed up the development of next-gen copper interconnect technologies.
Advancing Toward Higher-end and More Specialized Scenarios
Telecoms cable application is advancing toward higher-end and more specialized scenarios. In industrial
automation, the acceleration of smart manufacturing and intelligent factories is driving demand for cables with
higher transmission stability, electromagnetic compatibility, and durability under harsh environments. In the
automotive sector, the shift toward intelligent and connected vehicles has created growing requirements for
high-performance in-vehicle communication cables that can support real-time data exchange and intelligent
driving. In addition, emerging high-end industries such as healthcare are increasingly adopting advanced copper
communication cables to ensure reliable transmission for medical imaging, monitoring, and precision equipment,
underscoring the expanding role of telecoms cables in supporting data transmission of diverse applications.
Rising Demand for Customization
As application scenarios across computing centers, automotive, industrial automation, and consumer
electronics become increasingly sophisticated, telecoms cables are required to meet more stringent demands in
performance, interface specifications, transmission distance, and power efficiency. High-end customers are
showing a growing preference for customized telecoms cable products to optimize network architecture, lower
deployment costs and enhance transmission efficiency. For instance, some leading companies have developed
copper cable products tailored for customer demand. In high-density wiring scenarios, modular and pluggable
high-speed copper cables are also expected to gain traction due to the ease of installation and scalability.
Threats and Challenges of Telecoms Cable Industry
Rapid Technological Evolution
As data transmission rates move from 400G to 800G and beyond, cables must provide higher bandwidth,
lower latency, and stronger signal integrity within increasingly complex system environments. Meeting these
requirements demands continuous investment in advanced materials, precision manufacturing, and innovative
design. At the same time, customer expectations and industry standards evolve quickly, leaving companies under
pressure to accelerate their R&D and technological upgrades in order to keep pace.
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INDUSTRY OVERVIEW
Supply Chain Pressures
The stability of the supply chain for key raw materials has become a core bottleneck restricting the development
of the industry. The industry relies on raw materials such as high-purity copper and specialty polymers, all of which are
subject to fluctuations in raw material prices and global trade uncertainties. In addition, the increasing complexity of
cable design requires highly specialized production equipment and tight coordination across suppliers. Disruptions in
logistics or shortages of key materials can delay delivery schedules and increase costs, creating additional challenges
for companies seeking to maintain competitiveness in this rapidly evolving market.
Competitive Landscape of Telecoms Cable Industry
The competitive landscape of the global telecoms cable industry in 2024 is relatively fragmented, with over
100 market participants globally. In 2024, the top 5 telecoms cable manufacturers generated approximately
RMB9.3 billion in global revenue, accounting for a combined market share of 69.8%. The Company was the fifth
largest telecoms cable manufacturer by global revenue in 2024, with a market share of 12.7%. The Company was
also the largest China-based telecom cable manufacturer in the world in 2024.
Top 5 Telecoms Cable Manufacturers by Revenue (Global), 2024
Ranking Company Revenue
(Billion RMB) Market Share (%) China-based Company
1 Company A 2.1 16.0%
2 Company B 2.0 15.0%
3 Company N 1.8 13.1%
4 Company W 1.7 13.0%
5 The Company 1.7 12.7%
TOP 5 9.3 69.8%
Source: Interviews with Industry Experts, Annual Report of Listed Companies, F&S
In 2024, the top 5 telecoms cable manufacturers with high-speed copper cable coverage generated
approximately RMB7.6 billion in global revenue, accounting for a combined market share of 57.2%. The
Company was the third largest telecoms cable manufacturer with high-speed copper cable coverage by global
revenue in 2024, with a market share of 12.7%. The Company was also the largest China-based telecoms cable
manufacturer with high-speed copper cable coverage in the world in 2024.
Top 5 Telecoms Cable Manufacturers with High-speed Copper Cable Coverage by
Revenue (Global), 2024
Ranking
3
1
4
5
2
The Company
Company
Company A
Company C
Company D
TOP 5
Company B
1.7
Revenue
(Billion RMB)
2.1
1.2
0.6
7.6
2.0
16.0%
12.7%
9.0%
4.5%
57.2%
15.0%
Market Share (%) China-based Company
Source: Interviews with Industry Experts, Annual Report of Listed Companies, F&S
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INDUSTRY OVERVIEW
The competitive landscape of the China telecoms cable industry in 2024 is relatively fragmented. In 2024,
the top 5 telecoms cable manufacturers with high-speed copper cable coverage in China generated approximately
RMB2.5 billion in global revenue, accounting for a combined market share of 44.0%. The Company was the
largest telecoms cable manufacturer with high-speed copper cable coverage by revenue in China in 2024, with a
market share of 18.8%.
Top 5 Telecoms Cable Manufacturers with High-speed Copper Cable Coverage by Revenue (China), 2024
Ranking Company Revenue
(Billion RMB) Market Share (%)
1 The Company 1.4 18.8%
2 Company D 0.6 7.7%
3 Company C 0.5 6.0%
4 Company A 0.5 5.9%
5 Company B 0.4 5.7%
TOP 5 2.5 44.0%
Source: Interviews with Industry Experts, Annual Report of Listed Companies, Frost & Sullivan
Notes:
• Established in 1932 and headquartered in the U.S., Company A is a listed company on the New York Stock Exchange, which is a
globally leading designer, manufacturer, and seller of coaxial and high-speed specialty cables, interconnect systems, antennas,
sensors and sensor products. Its high-speed copper cables in computing centers can support high-bandwidth, low-latency data
transmission.
• Established in 1941 and headquartered in the U.S., Company B is a listed company on the New York Stock Exchange. The company
designs and manufactures a wide range of highly engineered sensor and connectivity solutions, including connectors, sensors,
antennas, and wire and cable products, including high-speed copper cable, heat-shrinkable materials and electrical cable
accessories.
• Established in 2003 and headquartered in China, Company C is a listed company on the Shenzhen Stock Exchange, which is
primarily engaged in the businesses of high-speed communication cable, coaxial cable and other cable products, mainly applied in
computing centers, consumer electronics and other scenarios. Its high-speed copper cable products are used for internal data
transmission in AI servers.
• Established in 1995 and headquartered in China, Company D is a listed company on the Shenzhen Stock Exchange, primarily
engaged in the R&D and manufacturing of communication cable systems applied in computing centers and other specialized fields.
• Established in 1976 and headquartered in the U.S., Company W is a listed company on the NASDAQ Stock Exchange. The company
designs and manufactures a comprehensive portfolio of network infrastructure solutions, including optic fibers and copper cables,
connectors, etc.
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INDUSTRY OVERVIEW
The global high-speed copper cable industry is relatively concentrated. Key players include companies from
the US, China, and Europe. In 2024, the top five high-speed copper cable manufacturers generated approximately
RMB1.07 billion in global revenue, accounting for a combined market share of 86.2%. The Company was the
second largest high-speed copper cable manufacturer by global revenue in 2024, with a market share of 24.2%.
The Company was also the largest China-based high-speed copper cable manufacturer in the world in 2024.
Top 5 High-Speed Copper Cable Manufacturers by Revenue (Global), 2024
Ranking
3
1
4
5
2
Company D
Company
Company A
Company C
Company B
TOP 5
The Company
0.15
Revenue
(Billion RMB)
0.40
0.12
0.10
1.07
0.30
32.2%
12.1%
9.7%
8.0%
86.2%
24.2%
Market Share (%) China-based Company
Source: Interviews with Industry Experts, Annual Report of Listed Companies, F&S
OVERVIEW OF GLOBAL AND CHINA ELECTRONIC MATERIALS INDUSTRY
Definition and Overview of Electronic Materials
Electronic materials refer broadly to a wide range of functional materials that are essential for the
fabrication and performance of electronic devices and systems. This category encompasses semiconductor
materials, conductive and insulating materials, dielectric materials, magnetic materials, optoelectronic materials,
substrates, and specialty polymers and composites. Electronic materials are applied across numerous fields, such
as consumer electronics, transportation, industrial equipment, telecommunications, energy systems, and medical
devices, making them a fundamental pillar of modern technology.
Definition and Overview of Heat-Shrinkable Materials
Among these diverse categories, heat shrink materials represent one specific type of electronic material.
Heat-shrinkable materials are polymeric functional materials that return to a preset shape when heated, enabling
insulation, sealing, wear resistance, and mechanical protection. This thermal shrinkage, based on a shape
memory effect, allows them to tightly wrap and protect components. Widely used in power, electronics,
telecommunications, healthcare, and aerospace industries, these materials provide insulation, corrosion
resistance, and mechanical reinforcement. With the growth of sectors such as renewable energy, transportation,
and smart manufacturing, demand for heat-shrinkable materials continues to rise, underscoring their essential
role in enhancing system reliability and supporting industrial advancement.
Value Chain Analysis of Heat-Shrinkable Materials Industry
Upstream
Raw Materials
General Polymer Materials
Single-wall Tubings
Power
Shipbuilding
Electronics
Telecommunications Rail Transportation
Aerospace
Medical
Petrochemical
Dual-wall Tubings
Tapes
Functional Additives
Antioxidants
Flame Retardants
Processing Aids
Polyethylene
Polyolefins
Processing and Manufacturing Application Scenarios
Midstream* Downstream
..
...
Note*: the Company’s position in the value chain
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INDUSTRY OVERVIEW
The heat-shrinkable materials industry encompasses upstream raw materials supply, midstream processing
and manufacturing, and downstream applications. Upstream, key inputs include general polymer materials and
functional additives, which directly affect product performance. The midstream segment comprises
manufacturers of heat shrink materials, where the Company is positioned. These players focus on producing heat-
shrinkable tubes and related products through extrusion, irradiation crosslinking, and thermal shaping, with
irradiation crosslinking enhancing heat resistance and mechanical strength. Leveraging strong R&D and process
expertise, leading players are gaining ground in high-end markets. Heat-shrinkable materials are widely used
across various downstream industries, including power, aerospace, electronics, telecommunications,
petrochemical, medical, shipbuilding, rail transportation, etc.
Market Size of Heat-Shrinkable Materials Industry
The global heat-shrinkable materials market size has demonstrated steady growth, increasing from
RMB10.1 billion in 2020 to RMB12.6 billion in 2024, with a CAGR of 5.7%, and is expected to continue to
increase from RMB13.4 billion in 2025 to RMB16.5 billion in 2029, with a CAGR of 5.4%. In China, the heat-
shrinkable materials market size has increased from RMB2.7 billion in 2020 to RMB3.6 billion in 2024,
reflecting a CAGR of 7.7%. This momentum is expected to sustain, with China’s market projected to grow from
RMB3.9 billion in 2025 to RMB5.1 billion in 2029, representing a CAGR of 7.2%.
Market Size of Global and China’s Heat-Shrinkable Materials by Revenue, 2020-2029E
CAGR 2020-2024
7.7%
2.7
10.1
0
2
4
6
8
10
12
14
16
18
10.7 11.3 11.9 12.6 13.4 14.1 14.9 15.7 16.5
RMB BillionRMB Billion
5.5
5.0
4.5
4.0
3.5
2.5
1.5
0.5
0.0
1.0
2.0
3.0
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
2.9 3.1
3.4 3.6
3.9
4.2
4.5 4.8
5.1
7.2%China Heat-Shrinkable Materials
Market
CAGR 2025E-2029ECAGR 2020-2024
5.7% 5.4%Global Heat-Shrinkable Materials
Market
CAGR 2025E-2029E
Source: Interviews with Industry Experts, F&S
Market Drivers and Trends of Heat-Shrinkable Materials Industry
Development of Industrial Automation and Rail Transportation
The growth of smart manufacturing, industrial automation, and rail transportation is elevating safety
requirements for electrical equipment. High-performance heat-shrinkable materials are increasingly used for
insulation and protection in applications such as industrial robot wiring, control systems in intelligent factories,
and cables and connectors in rail transportation. As these sectors continue to advance, they are creating new
growth opportunities for the heat-shrinkable materials market.
Government Policy Support
China’s the “Outline of the 14th Five-Year Plan (2021-2025) for National Economic and Social
Development and the Long-Range Objectives Through the Year 2035” identifies new materials as a strategic
emerging industry, encouraging breakthroughs and innovation in core technologies. Meanwhile, the “Industrial
Structure Adjustment Guidance Catalog (2024 Edition)” promotes the development of high-end, strategic, and
green new materials across power, communication, transportation, and industrial sectors. In addition, the
document encourages the development and application of irradiation technology. Together, these policies create
a strong top-down impetus for innovation and industrial upgrading, directly benefiting the heat-shrinkable
materials sector. Policy emphasis on high-performance and environmentally sustainable materials accelerates the
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INDUSTRY OVERVIEW
industry’s transition toward higher temperature resistance, enhanced insulation and improved corrosion
protection. As a result, enterprises in the sector are guided to strengthen innovation in polymer formulation,
molecular design, and precision processing, in line with the country’s objectives for new material upgrading and
industrial modernization.
Development of High-Performance Materials
The market is evolving toward higher-performance materials with enhanced temperature resistance, flame
retardancy and environmental sustainability. Demand for high-end materials such as polyvinylidene fluoride
(“PVDF”) and polyimide (“ PI”) is growing, particularly from sectors such as rail transportation and aerospace.
These advancements are crucial for meeting the rigorous demands of extreme operating environments.
Threats and Challenges of Heat Shrink Materials Industry
Escalating Industry Requirements
In high-tech sectors such as aerospace and medical care, the performance expectations for heat shrink
materials are advancing toward greater extremes and specialization. In aerospace applications, materials must
tolerate wide temperature fluctuations while demonstrating resistance to radiation and corrosive aviation fuels. In
the medical field, they are required to undergo rigorous biosafety testing and satisfy demanding conditions such
as sterilizability and compatibility with sensitive medical devices. These diverse, stringent, and often customized
requirements compel enterprises to establish highly adaptable R&D and manufacturing platforms, capable of
swiftly modifying formulations, ensuring strict compliance with sector-specific standards, and delivering tailored
production at scale.
Pressure from Environmental Compliance
The tightening of global circular economy and environmental protection policies has created new challenges
for heat shrink material manufacturers. Enterprises are required to develop more environment friendly
formulations and adjust their production processes accordingly. In addition, meeting environmental certification
requirements across different countries involves strict testing and auditing procedures. While environmental
transformation may open opportunities in higher-end markets, the growing scope and complexity of compliance
obligations continue to reshape the industry landscape and place higher demands on innovation and adaptability
Competitive Landscape of Heat-Shrinkable Materials Industry
The global and China’s heat shrink material industry is relatively competitive, with over 800 and 300
companies, respectively. In 2024, the top five manufacturers in the global heat-shrinkable materials industry by
revenue accounted for 51.5% of the total market. The Company ranked the first globally with a market share of
approximately 20.6%. Also in 2024, the top five manufacturers in China’s heat-shrinkable materials industry by
revenue accounted for 77.9% of the total market. The Company ranked the first domestically with a market share
of approximately 58.5%.
Top 5 Heat-Shrinkable Materials Manufacturers by Revenue (Global and China), 2024
Ranking Company Global Revenue
(RMB Billion) Market Share Ranking Company China’s Revenue
(RMB Billion) Market Share
1 The Company 2.60
2.00
1.50
0.21
0.18
6.5
20.6%
15.9%
11.9%
1.7%
1.4%
51.5%
Company B
Company E
Company F
Company G
Top 5 Top 5
2
3
4
5
1 The Company 2.11 58.5%
11.1%
4.2%
2.8%
1.3%
77.9%
0.40
0.15
0.10
0.05
2.8
Company B
Company G
Company E
Company F
2
3
4
5
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Source: Interviews with Industry Experts, Annual Report of Listed Companies, F&S
Notes:
• Established in 1897 and headquartered in Japan, Company E is a listed company on the Tokyo Stock Exchange. The company
manufactures electric wires, cables, and their related products, including heat-shrinkable materials and electrical cable
accessories.
• Established in 1994 and headquartered in China, Company F is a listed company on the National Equities Exchange and
Quotations (“ NEEQ”), which specializes in the research, development, production and sales of heat-shrinkable materials. About
70% of the company’s products are sold abroad and are used in many industries such as wire and cable, communications,
automobile manufacturing, shipbuilding, clean energy, power grid, aviation, nuclear power, etc.
• Established in 1994 and headquartered in China, Company G is a private company, which is primarily involved in the research,
development, production, and sales of polymer heat-shrinkable material products, special wires and cables and electronic products.
OVERVIEW OF NEV POWER TRANSMISSION PRODUCTS SECTOR: GLOBAL AND CHINA NEV
CORE POWER CHARGING PRODUCTS INDUSTRY AND POWER BATTERY SAFETY
PROTECTION PRODUCTS INDUSTRY
NEV power transmission products sector include two distinct markets, i.e. NEV core power charing products
industry and power battery safety protection products industry.
Definition and Overview of NEV Core Power Charging Products Industry and Power Battery Safety
Protection Products Industry
NEV core power charging products, which primarily include DC charging guns, automotive high-voltage
wiring harness, high-voltage connectors and charging sockets, refer to the essential electrical components in
NEVs that ensure the efficient, stable, and safe transfer of power within the vehicle’s energy system.
Power battery safety protection products are specialized components designed to enhance the safety and
reliability of NEV batteries. They play a critical role in safeguarding the battery system and ensuring stable,
continuous power transmission in NEV battery systems. They are primarily installed in battery boxes, between
cells, on end plates, and across modules, where they provide buffering, fire resistance, and thermal insulation. In
the event of thermal runaway, they help slow heat transfer, insulate surrounding components, and mitigate stress
propagation, effectively buying crucial escape time for passengers. As NEV adoption accelerates, the
development of these products has increasingly focused on advanced materials, precision design, and integration
with battery pack structures to meet higher safety standards.
Market Size of Global NEV Core Power Charging Products Industry
The market size of global NEV core power charging products is on a steady growth trajectory, supported by
the global transition toward electrification and the increasing maturity of the NEV supply chain. From 2020 to
2024, the market size has increased from RMB10.5 billion to RMB60.7 billion, with a CAGR of 55.2%. Driven
by the expansion of NEV production and rising consumer demand for faster and more reliable charging products,
the market is expected to expand and reach RMB147.7 billion in 2029, with a CAGR of 17.8% from 2025.
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Market Size of Global NEV Core Power Charging Products Industry by Revenue by Product, 2020-2029E
0
20
40
60
80
100
120
140
160
2.3
0.9
0.3
2020
13.9
5.31.9 0.6
2021
23.7
10.5
3.30.9
2022
29.3
14.5
4.11.8
2023
34.2
19.5
4.82.1
2024
42.5
25.7
5.82.7
2025E
50.9
32.9
6.83.7
2026E
59.8
41.0
7.8
5.0
2027E
67.2
48.6
8.6
RMB Billion
2028E
73.7
55.8
9.3
8.9
2029E
10.5
21.6
6.6
49.7
60.7
76.6
94.3
113.7
131.0
147.7
7.0
38.4
Automotive High-Voltage Wiring Harness
Automotive High-Voltage Connector
Charging Socket
DC Charging Gun
CAGR 2020-2024 CAGR 2025E-2029E
48.8% 14.8%
71.1% 21.4%
52.2% 12.5%
64.3% 35.1%
Global NEV Core Power Charging Products 55.2% 17.8%
Source: Interviews with Industry Experts, F&S
Driven by the increasing sales volume of NEVs, the market size of NEV core power charging products in
China by revenue has increased from RMB4.2 billion in 2020 to RMB39.1 billion in 2024, reflecting a CAGR of
74.9%. Looking ahead, with the continued penetration of NEVs and the scaling of high-voltage platforms, the
market is projected to reach RMB97.1 billion by 2029, representing a CAGR of 17.6% from 2025.
Market Size of China’s NEV Core Power Charging Products Industry by Revenue by Product,
2020-2029E
Source: Interviews with Industry Experts, F&S
Definition and Overview of NEV Charging Gun
The NEV charging gun, as a core component of energy replenishment for NEVs, directly impacts charging
efficiency, safety, and user experience. With the rapid increase in the number of NEVs, the construction and
technological advancement of charging infrastructure have become particularly critical. High-efficiency, reliable,
safe, and environmentally friendly charging guns not only shorten charging time and improve grid utilization but
also enhance user acceptance of NEVs, thereby promoting industry development.
The NEV charging gun refers to the device that connects the charger to the NEVs, ensuring stable and safe
energy transmission between the vehicle and the grid. Acting as an intermediary between the charging pile and
the NEV, the gun primarily facilitates the delivery of electrical power during charging, enabling key functions
such as AC (Alternating Current) / DC (Direct Current) charging, current regulation, and data transmission.
These functions ensure the reliability and compatibility of NEV charging. NEV charging guns can be further
categorized into AC charging guns and DC charging guns.
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INDUSTRY OVERVIEW
Value Chain Analysis of NEV Charging Gun Industry
Electronic Components
Upstream Midstream* Downstream
Raw Materials and Core Components Manufacturing and Processing Customers
Conductive Materials Charging Facility Operators
Polymer Insulation Materials
Plastics
NEV Companies
Metal Connectors DC Charging Gun Energy Management Platforms
AC Charging Gun
Note*: the Company’s position in the value chain
The upstream segment of the NEV charging gun supply chain primarily involves raw materials such as
conductive metals (e.g., copper, aluminum), polymer insulation materials (e.g., silicone rubber, polyethylene),
plastics, metal connectors (e.g., silver-plated copper terminals), and electronic components (e.g., control chips,
relays, sensors). The midstream segment comprises manufacturers of NEV charging guns. Key players include
specialized charging device manufacturers, NEV component suppliers (including the Company), and some
automakers with in-house production capabilities. The downstream segment mainly includes charging facility
operators, NEV manufacturers and energy management platforms.
Market Size of the NEV DC Charging Gun Industry
Driven by the increasing adoption of NEVs and the expansion of charging infrastructure, the charging gun
market in China is experiencing rapid growth. By the end of 2024, China had over 1.6 million units of DC
chargers installed. Looking ahead, the DC charging infrastructure in China is expected to further expand. By
2029, the number of public DC chargers in China is projected to reach 5.0 million units, representing a CAGR of
23.3% from 2025. As the demand for NEVs continues to rise, the need for more efficient, safe, and intelligent
charging connectors is growing. The market is expected to see innovations in smart charging technologies, such
as vehicle-to-grid (“ V2G”) integration, and the development of more standardized connectors that support faster
charging and greater compatibility with various vehicle models. In addition, advanced technologies such as
liquid-cooled charging, which allows for faster charging, will further drive the market growth. The market size of
China’s DC charging gun industry increased from RMB0.2 billion in 2020 to RMB1.2 billion in 2024 at a CAGR
of 58.6%, and is expected to reach RMB4.1 billion in 2029 at a CAGR of 24.7% from 2025.
Market Size of China’s NEV DC Charging Gun Industry by Revenue, 2020-2029E
CAGR 2020-2024
DC Charging Guns
Billion RMB
0.2 0.4 0.6
1.0 1.2
1.7
2.2
2.8
3.5
4.1
20212020 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
4.5
4.0
3.5
3.0
2.5
2.0
1.5
1.0
0.5
0.0
CAGR 2025E-2029E
58.6% 24.7%
Source: Interviews with Industry Experts, F&S
Market Drivers and Trends of NEV Charging Gun Industry
Expansion of Charging Infrastructure
The rapid growth of the NEV market, driven by increasing vehicle production and rising consumer demand
for fast and ultra-fast charging products, has significantly boosted the demand for charging guns. Governments
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worldwide are supporting this growth by implementing NEV development goals and subsidy policies, such as
China’s “dual credit” policy and the EU’s carbon emission regulations, which are all accelerating NEV adoption.
At the same time, the expansion of charging infrastructure plays a crucial role in this process. Governments and
businesses globally are increasing investments in charging stations and related facilities. For instance, China’s
ambitious plans to expand charging pile construction during the 14th Five-Year Plan are directly driving the
demand for charging guns, further supporting the growing NEV market.
Increasingly Smart and Digital Charging Guns
Technological advancements in fields such as vehicle networking, the Internet of Things (“ IoT”), and big
data are driving the evolution of NEV charging guns toward greater intelligence. Charging guns are increasingly
integrated with smart features, such as temperature detection, overcurrent protection and remote monitoring. This
shift towards smart technologies enhances the safety and convenience of charging, while also fostering the
development of new energy management models such as V2G. As a result, NEV charging guns are becoming a
key component of smart energy networks.
High-Voltage and High-Power Fast Charging
With the widespread adoption of 800V and higher-voltage platforms, NEV charging guns are required to
support greater voltage resistance and lower contact resistance to accommodate charging power of 350 kW and
above. This trend is driving the development of charging guns with enhanced voltage and power capabilities.
Manufacturers must strengthen core technologies, including materials, thermal management and pressure
resistance, to meet the rising demand for ultra-fast charging. In particular, liquid-cooled high-power charging
guns are gaining traction, as they effectively manage heat generated during high-current charging and enable
safer, more efficient delivery of ultra-fast charging services.
Threats and Challenges of Core Power Charging Products Industry
Rapid Technological Iteration
Emerging innovations such as ultra-high-voltage wiring architectures and advanced battery technologies are
continuously reshaping the performance and safety requirements of relevant NEV power charging products. To
remain competitive, suppliers must pursue parallel R&D across multiple technological pathways while ensuring
compatibility with evolving system designs. Close collaboration with OEMs is increasingly critical for
companies in the industry to anticipate and adapt to upcoming standardization trends.
Increasing Competition
Manufacturers of NEV power charging products are facing intensifying competitive pressure as NEV
adoption accelerates. Domestic newcomers and international players alike are expanding production capabilities
and investing in advanced technologies to capture market share. For these suppliers, competition extends beyond
price, emphasizing product reliability, safety compliance, and seamless integration with vehicle electrical
systems. Maintaining a strong market position requires continuous innovation in materials, precision
manufacturing, and system-level compatibility, as automakers increasingly favor suppliers that can deliver
comprehensive, high-performance products rather than individual components.
Market Size of Global Power Battery Safety Protection Products Industry
The market for power battery safety protection products has been expanding rapidly alongside the growth of
the NEV sector. From 2020 to 2024, the global market size has increase rapidly from nearly RMB2 billion to
over RMB10 billion. This growth is driven by rising safety regulations, increasing vehicle energy density, and
heightened consumer awareness of battery safety. Manufacturers are responding with innovations in material
performance, multi-layer protective designs, and modular products that can adapt to diverse battery architectures,
positioning the industry for continued expansion in both mature and emerging NEV markets. Looking forward, it
is expected that the market size of power battery safety protection products industry will increase from nearly
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INDUSTRY OVERVIEW
RMB15 billion in 2025 to over RMB30 billion in 2029. The power battery safety protection products industry is
relatively fragmented, with more than 200 companies globally. The Company held a global market share of
approximately 4.2% in 2024.
Market Size of Global Power Battery Safety Protection Products Industry by Revenue, 2020-2029E
0
5
10
15
20
25
30
35
Billion RMB
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
1.8
3.6
6.3
9.3
11.5
14.9
18.9
23.4
28.6
34.4Power Battery Safety
Protection Products
CAGR 2020-2024 CAGR 2025E-2029E
60.2% 23.3%
Source: Interviews with Industry Experts, F&S
Competitive Landscape of the NEV Power Transmission Products Industry
The NEV power transmission products market is highly fragmented, with numerous players offering a wide
range of products and varying levels of expertise. Globally, the industry comprises over 500 active participants,
contributing to a highly diverse and competitive landscape across different regions and product categories. In
China, there are over 300 players operate in the market, each specializing in different segments, such as DC
charging guns, high-voltage wiring harnesses, high-voltage connectors, charging sockets, and power battery
safety protection products. These products are manufactured by diverse companies, including automotive
component suppliers, cable manufacturers, and specialized charging equipment manufacturers. This variety of
participants, coupled with differing degrees of specialization and an extensive product portfolio, underscores the
complexity of the market.
In 2024, the top ten manufacturers in the global NEV power transmission products industry collectively
generated approximately RMB40.0 billion in revenue, representing a combined market share of 55.5%. The
Company ranked as the ninth-largest manufacturer globally, with a market share of 1.9% in the same year.
Top 10 NEV Power Transmission Products Manufacturers by Revenue (Global), 2024
Ranking Company Revenue (Billion RMB) Market Share(%)
1 Company X 10.0 13.9%
2 Company B 7.0 9.7%
3 Company E 6.0 8.3%
4 Company A 5.0 6.9%
5 Company Y 4.0 5.5%
6 Company H 2.1 2.9%
7 Company I 1.8 2.5%
8 Company Z 1.5 2.0%
9 The Company 1.4 1.9%
10 Company J 1.3 1.9%
TOP 10 40.1 55.5%
Source: Interviews with Industry Experts, Annual Report of Listed Companies, F&S
In 2024, the top 5 China-based manufacturers in China’s NEV core power charging products industry
together generated approximately RMB7.1 billion in revenue in China, accounting for a combined market share
of 18.1%. The Company was the fifth largest China-based NEV core power charging components manufacturer
by revenue in 2024 in China, with a market share of 2.3%.
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Top 5 China-based NEV Core Power Charging Products Manufacturers by Revenue (China), 2024
Ranking
1
2
3
4
5
TOP 5 7.1 18.1%
Company
Company H
Company I 1.7 4.3%
3.3%
3.1%
2.3%
1.3
1.2
0.9
Company J
Company K
The Company
2.0 5.1%
Revenue (Billion RMB) Market Share (%)
Source: Interviews with Industry Experts, Annual Report of Listed Companies, F&S
Notes:
• Established in 1997 and headquartered in China, Company H is a listed company on the Shanghai Stock Exchange, specializing in
the development and production of high and low voltage wire harness assembly.
• Established in 2002 and headquartered in China, Company I is a listed company on the Shenzhen Stock Exchange, specializing in
the research and development of optical, electrical and fluid connection technologies and equipment, including NEV high-voltage
wiring harnesses.
• Established in 2006 and headquartered in China, Company J is a private company with its main business focused on automotive
connectors, high and low voltage wiring harnesses, and automotive electronics.
• Established in 2006 and headquartered in China, Company K is a listed company on the Shanghai Stock Exchange, primarily
engaged in the design and manufacture of connection systems, microwave components and other products, including NEV charging
guns and high-voltage connectors.
• Established in 1941 and headquartered in Japan, Company X is a private company with a focus on wire harnesses, instruments and
components of automobiles.
• Established in 1994 and headquartered in Ireland, Company Y is a listed company on the New York Stock Exchange. The company
is a global supplier of automotive components, including automotive wiring harnesses and high-voltage connection systems.
• Established in 1988 and headquartered in Switzerland, Company Z is a listed company on the New York Stock Exchange. The
company is a global provider of electrification and automation technologies, including NEV charging products.
China’s NEV DC charging gun industry is highly concentrated. In 2024, the top three manufacturers in the
industry together generated approximately RMB1.0 billion in revenue in China, accounting for a combined
market share of 82.2%. The Company was the largest NEV DC charging gun manufacturer by revenue in 2024 in
China, with a market share of 41.7%.
Top 3 NEV DC Charging Gun Manufacturers by Revenue (China), 2024
Ranking Company
The Company 0.51 41.7%
24.3%
16.2%
82.2%
0.30
0.20
1.0
Company L
Company K
TOP 3
Revenue (Billion RMB) Market Share (%)
1
2
3
Source: Interviews with Industry Experts, Annual Report of Listed Companies, F&S
Notes:
• Established in 1990 and headquartered in China, Company L is a listed company on the Shenzhen Stock Exchange. The company
primarily engages in the research, development, manufacturing, sales, and technical support of NEV power charging products,
including high-voltage connectors, wiring harness assemblies, and charging guns, offering comprehensive solutions for NEV
high-voltage, high-current interconnection systems.
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OVERVIEW OF GLOBAL AND CHINA ELECTRICAL CABLE ACCESSORIES INDUSTRY
Definition and Overview of Electrical Cable Accessories
Electrical cable accessories refer to the components and materials used in conjunction with electrical cables
to ensure proper installation, insulation, protection and connection. They are essential for maintaining the reliable
operation of electrical systems by providing mechanical support, electrical insulation, environmental protection
and seamless connectivity between cables or with other equipment.
Electrical cable accessories play a critical role in power transmission systems, particularly within high-
voltage (66-220 kV) and ultra-high-voltage ( ≥220 kV) power networks. High-quality accessories help prevent
failures, extend cable service life and enhance overall safety and reliability. In the construction and operation of
electrical infrastructure, the performance of electrical cable accessories directly influences the efficiency and
stability of the entire power network.
Value Chain Analysis of Electrical Cable Accessories Industry
Upstream
Raw Materials
Insulating Materials
Connector Accessories
Low and Medium V oltage Cables
High-voltage and
Ultra-high-voltage Cables
Terminal Accessories
Branch Accessories
Metal Materials
Rubber
Plastics
Manufacturing and Processing Application Scenarios
Midstream* Downstream
Note*: the Company’s position in the value chain
The upstream of the electrical cable accessories industry primarily involves various raw materials such as
insulating materials, metal materials, rubber and plastics. The midstream segment comprises manufacturers of
electrical cable accessories, including the Company. These players focus on manufacturing and design innovation
to meet diverse environmental and application requirements. Leveraging advanced materials and process
technologies, leasing companies develop high-performance products for high-voltage and ultra-high-voltage
power transmission, addressing stringent environmental and electrical standards. Downstream, electrical cable
accessories are primarily used with cables of various voltages in the power and transportation sectors, especially
in high-voltage and ultra-high-voltage systems to ensure stable and safe power transmission.
Market Size of Electrical Cable Accessories Industry
The global electrical cable accessories market grew from RMB29.7 billion in 2020 to RMB37.5 billion in
2024 in terms of revenue, representing a CAGR of 6.0%. Driven by rising global electricity demand and the
accelerating clean energy transition, the market is projected to reach RMB49.0 billion by 2029, with a CAGR of
5.3% from 2025. The electrical cable accessories market size of China increased from RMB5.8 billion in 2020 to
RMB8.4 billion in 2024 in terms of revenue, with a CAGR of 9.8%. Supported by favorable policies and the
continued growth of the new energy sector, China’s electrical cable accessories market size by revenue is
expected to reach RMB12.1 billion by 2029 with a projected CAGR of 7.2% between 2025 and 2029. In the
future, ultra high voltage cable accessories will lead the development of the global and Chinese electrical cable
accessories industry.
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Market Size of Global and China’s Electrical Cable Accessories by Revenue by Product, 2020-2029E
Source: Interviews with Industry Experts, F&S
Market Drivers and Trends of Electrical Cable Accessories Industry
Growth in Power Demand
China’s electricity consumption grew from 7,511.0 TWh in 2020 to 9,852.1 TWh in 2024 at a CAGR of
7.0%, and is projected to reach 14,104.4 TWh by 2029 with a CAGR of 7.5% from 2025. This sustained growth
is accelerating the expansion of power grids. As essential components of the power systems, electrical cable
accessories provide reliable insulation, pressure resistance and environmental protection. The “new
infrastructure” initiative and ongoing smart grid development will continue to amplify the demand for advanced
electrical cable accessories to support the safe and efficient operation of China’s power system.
Development of New Energy and Smart Grids
As renewable energy is deployed on a large scale, power transmission networks are becoming increasingly
digital and intelligent, requiring cable systems with greater adaptability and higher performance. In smart grids,
electrical cable accessories are expected to meet more precise application needs, with enhanced capabilities for
sensors and control devices to enable renewable energy integration, remote operation, and intelligent
management. This growing demand is directly driving innovation in high-performance, high-standard electrical
cable accessories.
Continuous Infrastructure Construction
From 2020 to 2024, completed investments in power grid construction in China rose from
RMB469.9 billion to RMB608.3 billion, and are expected to exceed RMB800.0 billion by 2029. Alongside
power grid development, urbanization has increased demand for power systems. Electrical cable accessories are
widely used in emerging projects such as urban rail transit, power transmission, communication networks and
industrial parks. These applications require electrical cable accessories to exhibit high pressure resistance,
corrosion resistance and anti-aging properties to suit complex environments. This creates market opportunities
for the electrical cable accessories industry.
Threats and Challenges of Electrical Cable Accessories Industry
Smart Grid Integration Imperative
The global push to modernize energy infrastructure is driving a fundamental transformation in electrical
cable accessory requirements. Next-generation power networks increasingly demand accessories with embedded
sensing and communication capabilities for real-time monitoring, condition assessment, and predictive
maintenance. Traditional passive products will evolve through technological upgrades, incorporating intelligent
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INDUSTRY OVERVIEW
features that enable system-level integration. This transition positions suppliers to move beyond component
provision toward becoming solution providers capable of supporting grid resilience, operational optimization,
and proactive fault management.
Total Lifecycle Value Competition
Competition in the electrical cable accessories market is shifting from upfront cost to total lifecycle value.
Customers now evaluate products based on installation efficiency, operational reliability, maintenance
requirements, and overall system performance throughout the asset’s life. To remain competitive, manufacturers
must optimize designs for ease of deployment, durability, and integration with broader network systems.
Bundling accessories with value-added services, such as predictive diagnostics, monitoring platforms, and
maintenance support, creates differentiated offerings that extend beyond traditional commoditized pricing and
enhance long-term customer value.
Competitive Landscape of Electrical Cable Accessories Industry in China
The global electrical cable accessories market is very fragmented, with over 500 companies around the
world. The top ten manufacturers together generated approximately RMB13.7 billion in revenue globally,
accounting for a combined market share of 36.6%. The Company ranked seventh in the global electrical cable
accessories market with sales revenue of RMB0.93 billion and a market share of 2.5% in 2024.
Top 10 Electrical Cable Accessories Manufacturers by Revenue (Global), 2024
Ranking
1
2
3
4
5
TOP 10 13.71 36.6%
Company
Company N 1.80 4.8%
4.1%
3.6%
2.9%
1.55
1.35
1.10
Company O
Company E
Company B
6 2.8%1.05Company P
7
9.3%3.50Company M
8 2.4%0.89Company Q
9 2.2%0.84Company R
10 1.9%0.70Company S
The Company 0.93 2.5%
Revenue (Billion RMB) Market Share
Source: Interviews with Industry Experts, Annual Report of Listed Companies, F&S
Notes:
• Established in 1902 and headquartered in the U.S., Company M is listed on the New York Stock Exchange. The company provides a
broad range of electrical cable accessories, designed to enhance reliability and performance in power and communication
networks.
• Established in 1879 and headquartered in Italy, Company N is listed on the Milan Stock Exchange. The company provides cable-
related products for power transmission of grids, as well as optical fibers and copper cables for data transmission.
• Established in 1879 and headquartered in France, Company O is listed on the Paris Stock Exchange, which is a global cable
products and solutions company focused on an electrification value chain that covers energy generation, transmission, distribution
and usage.
• Established in 1962 and headquartered in South Korea, Company P is listed on the Korea Exchange, with its main business focused
on cable-related products, specializing in cable systems for both power grids and communication networks.
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INDUSTRY OVERVIEW
• Established in 1958 and headquartered in China, Company Q is listed on the Shenzhen Stock Exchange, with its main business
focused on electrical cable accessories, such as cable joints, terminals, and grounding systems for power transmission and
distribution networks.
• Established in 1891 and headquartered in Denmark, Company R is listed on the Copenhagen Stock Exchange, which designs,
manufactures and installs low, medium and high voltage power cable solutions enabling power transmission. It also develops and
provides electrical cable accessories and cable services.
• Established in 1941 and headquartered in South Korea, Company S is listed on the Korea Exchange, which primarily engages in
the production of power cables and provides related electrical cable accessories such as terminals and joints for power
transmission and distribution networks.
In 2024, China’s electrical cable accessories market remained relatively fragmented, with over 150
companies. The top five manufacturers together generated approximately RMB3.0 billion in revenue in China,
accounting for a market share of 35.6%. The Company ranked the first in China’s electrical cable accessories
market with a market share of 10.6% in 2024.
Top 5 Electrical Cable Accessories Manufacturers by Revenue (China), 2024
Ranking
1
2
3
4
5
TOP 5 3.0 35.6%
Company
the Company
Company Q 0.88 10.4%
7.1%
3.8%
3.6%
0.60
0.32
0.30
Company T
Company U
Company V
0.90 10.6%
Revenue (Billion RMB) Market Share
Source: Interviews with Industry Experts, Annual Report of Listed Companies, F&S
Notes:
• Established in 2006 and headquartered in China, Company T, a subsidiary of a company listed on the Shanghai Stock Exchange, is
primarily engaged in delivering integrated solutions for the power sector. Its business covers electrical cable accessories, cable
materials, and other electrical components across ultra-high-voltage, high-voltage, and medium- to low-voltage cable applications.
• Established in 2004 and headquartered in China, Company U is a listed company on the Shenzhen Stock Exchange, primarily
engaging in businesses of high-voltage and extra-high voltage electrical cable accessories, power transmission and distribution
equipment, and providing overall solutions for underground power transmission systems.
• Established in 1996 and headquartered in China, Company V is a listed company on the Shanghai Stock Exchange, primarily
engaging in businesses of cables and electrical cable accessories. Its products are exported to more than 160 countries and regions
worldwide.
ENTRY BARRIER ANALYSIS
The major entry barriers for the four industries above are presented as follows:
Technology Barrier
The high-speed data communication and electrical power transmission industry involves complex
technologies with significant barriers. High-performance heat-shrinkable materials require precise molecular and
crosslinking control, demanding long-term R&D. Electrical cable accessories integrate materials science and
electrical engineering, while high-speed copper cables must meet strict requirements for transmission rate,
latency, bandwidth, and electromagnetic compatibility. NEV charging guns require advanced power transmission
and thermal management technologies, making strong R&D and production capabilities essential.
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INDUSTRY OVERVIEW
Customer and Brand Barrier
Customers in this industry demand long-term reliability, strict safety compliance, and stable performance,
forming high brand and customer barriers. Heat-shrink materials and electrical cable accessories undergo lengthy
qualification cycles, making supplier replacement difficult. High-speed communication cables often involve
customer participation from early development, while NEV charging guns require customized design and proven
reliability. Customers prefer established brands with strong technical support and delivery assurance, limiting
new entrants’ access to core customers.
Supply Chain Barrier
The supply chain in the industry must ensure the stability, precision, and consistency of raw materials and
components. Heat-shrink materials and electrical cable accessories rely on advanced polymers and specialized
additives, which require tightly controlled formulations and processing parameters. High-speed communication
cables require strict control of conductor purity, dielectric uniformity, and shielding effectiveness to maintain
signal integrity at high frequencies. For NEV charging guns, the selection of high-conductivity, heat-resistant,
and lightweight materials is critical, especially under high-voltage and high-current operating conditions.
Establishing a stable, high-quality supply chain with long-term partnerships and technical collaboration is
difficult and costly for new entrants.
Regulatory and Certification Barrier
Products in the industry are commonly used in critical scenarios such as power grids, computing centers,
NEVs, and industrial control systems, which are subject to strict certification standards across electrical
performance, fire safety, environmental durability, and electromagnetic compatibility. Heat-shrinkable materials
and electrical cable accessories are subject to multi-parameter tests on insulation, flame retardancy, aging
resistance, and mechanical stress. High-speed communication cables need to comply with signal transmission
and electromagnetic compatibility standards. NEV charging guns must pass region-specific NEV standards.
Certification processes are complex, time-consuming, and expensive, creating significant entry barriers.
Capital Barrier
The industry demands continuous investment in R&D, precision equipment, and certification. Developing
reliable products such as heat-shrinkable materials or high-speed communication cables requires costly tooling
and test systems. To meet diverse customer needs, companies must build flexible production and inventory
systems. Without strong capital support, new entrants struggle to scale, certify products, and ensure delivery
competitiveness.
RAW MATERIAL ANALYSIS
The price analysis of the major raw materials used in the four industries above is presented as follows:
EVA (ethylene-vinyl acetate) is a key polymer used in the production of heat-shrinkable materials, typically
accounting for approximately 50–60% of their raw material cost, and is valued for its excellent flexibility,
low-temperature resistance, and electrical insulation properties. In recent years, the price of EVA has shown a
fluctuating trend, from RMB12.9 thousand per ton in 2020 to RMB11.3 thousand per ton in 2024. This decrease
has helped manufacturers control production costs and supported the broader adoption of heat-shrinkable
materials across a range of industries. In 2025, EVA prices have generally remained within a narrow fluctuation
range, reflecting balanced supply conditions and relatively stable downstream demand. Looking forward, driven
by a more stable supply chain and steady downstream demand, EVA prices are expected to maintain a steady
downward trend and gradually stabilize. It is expected that EVA price will reach approximately
RMB10.3 thousand per ton in 2030.
Copper is a core raw material for electrical cable accessories, telecoms cables, and NEV core power charing
products, and generally represents approximately 60–70%, 50–60%, and 40–50% of the respective raw material
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INDUSTRY OVERVIEW
costs of electrical cable accessories, telecoms cables, and NEV core power charing products. In the post-
pandemic period, driven by the increasing downstream demand from sectors such as NEVs, home appliances and
construction, the global average price of copper has shown an upward trend, rising from RMB42.6 thousand per
ton in 2020 to RMB66.0 thousand per ton in 2024. Copper prices have remained at relatively high levels
throughout 2025, supported by structural supply tightness and continued growth in key downstream sectors.
Looking ahead, while new mining projects are under development, global supply growth is likely to be
constrained by relatively long project lead times. As demand from electrification, new energy infrastructure and
computing centers continues to grow, an upward trend in copper prices are expected to remain and exhibit an
overall upward trend over the medium to long term. It is expected that copper price will reach approximately
RMB88.8 thousand per ton in 2030.
Rubber is another essential material used in electrical cable accessories, generally accounting for
approximately 20-30% of their raw material cost. With its superior insulating performance, waterproof sealing,
and mechanical elasticity, rubber effectively isolates electrical currents, protects against environmental corrosion,
and cushions external impacts. Due to growing demand, the price of rubber has increased from
RMB12.0 thousand per ton in 2020 to RMB15.7 thousand per ton in 2024. In 2025, rubber prices have shown a
mild correction from earlier highs, mainly due to improved supply conditions and more balanced demand. Going
forward, with supply and demand fundamentals largely stabilizing and no major structural imbalances observed,
rubber prices are expected to fluctuate within a reasonable range and gradually recover in the near term and
gradually stabilize over time. It is expected that rubber price will reach approximately RMB14.6 thousand per ton
in 2030.
Average Prices of EVA, Copper and Rubber, 2020-2030E
0
5
10
15
20
25
Thousand RMB/Ton
12.9
2020
21.4
2021
22.2
2022
14.2
2023
11.3
2024
10.9
2025
10.7
2026E
10.5
2027E
10.4
2028E
10.3
2029E
10.3
2030E
59.9 59.2 60.0 66.0
81.1 86.0 86.5 87.0 87.8 88.8
0
20
40
60
80
100
Thousand RMB/Ton
42.6
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
0
3
6
9
12
15
18
Thousand RMB/Ton
12.0
2020
14.2
2021
13.1
2022
12.9
2023
15.7
2024
15.6
2025
15.3
2026E
15.1
2027E
14.9
2028E
14.7
2029E
14.6
2030E
EVA Copper Rubber
Source: China-SAE, LME (London Metal Exchange), F&S
OVERVIEW OF CHINA WIND POWER INDUSTRY
Wind power is a renewable energy source that generates electricity by converting wind’s kinetic energy into
electrical energy through turbine blades and generators. The electricity produced is transmitted to the grid to
supply industrial, commercial, and residential users. As a sustainable energy option, wind power plays a vital role
in the global shift toward a cleaner and more diversified energy mix. In China, government support has been a
key driver of industry growth. Policies such as the “Energy Law of the People’s Republic of China” and the
“14th Five-Year Plan for Wind Power Development” have reinforced the country’s low-carbon ambitions.
Policies including subsidies, tax incentives, and financing support have promoted investment for wind power
projects, accelerating industry growth.
Driven by policy support and technological progress, China’s cumulative installed wind power capacity rose
from 281.5 GW in 2020 to 520.7 GW in 2024. It is projected to reach 627.4 GW in 2025 and 1,268.7 GW in
2029, representing a CAGR of 19.2%. Meanwhile, China’s newly installed wind power capacity is expected to
grow from 106.7 GW in 2025 to 198.1 GW in 2029, representing a CAGR of 16.7%. The continuous expansion
of both onshore and offshore wind projects is expected to sustain the sector’s strong growth momentum.
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REGULATORY OVERVIEW
OVERVIEW OF THE LAWS AND REGULATIONS IN THE PRC
I. Laws and Regulations Relating to Foreign Investment and Overseas Investment by Domestic
Enterprises
1. Laws and Regulations on Foreign Investment
According to the PRC Foreign Investment Law () promulgated by the National
People’s Congress (the “NPC”) on March 15, 2019 and the Implementing Rules of the PRC Foreign Investment Law
(
ૢԷ) promulgated by the State Council on December 26, 2019, China applies
pre-establishment national treatment with a negative list approach to foreign investment. The current industry entry
clearance requirements governing investment activities in the PRC conducted by foreign investors are set out in two
catalogues, namely the Special Management Measures for the Entry of Foreign Investment (Negative List) (2024
version) (
݄(૶ఊ)(2024و)) which was promulgated by the National Development
and Reform Commission (the “NDRC”) and the Ministry of Commerce of the People’s Republic of China (the
“MOFCOM”) on September 6, 2024 and became effective on November 1, 2024, and the Encouraged Industry
Catalogue for Foreign Investment (2025 version) (
ོᎸ̮ਠҳ༟ପุͦ፽(2025و)), which was jointly
promulgated by the NDRC and the MOFCOM on December 15, 2025 and came into effect on February 1, 2026. These
two catalogues lay out the basic framework for foreign investment in the PRC, classifying businesses into three
categories with regard to foreign investment: “encouraged”, “restricted”, and “prohibited”. Industries not listed in the
three catalogues are generally deemed as falling into a fourth category, “permitted” for foreign investment unless
specifically restricted by other PRC laws and regulations. Our business does not fall within the Special Management
Measures for the Entry of Foreign Investment (Negative List) (2024 version) in which foreign investment is restricted or
prohibited. Pursuant to the Encouraged Industry Catalogue for Foreign Investment (2025 version), our wind power
generation business falls within the scope of industries in which foreign investment is encouraged. Other business not
listed in the encouraged, restricted or prohibited catalogues are generally deemed as falling into a fourth category,
“permitted” for foreign investment unless specifically restricted by other PRC laws and regulations.
According to the Measures for the Reporting of Foreign Investment Information ()
promulgated by the MOFCOM and the State Administration for Market Regulation on December 30, 2019 and
came into effect on January 1, 2020, foreign investors or foreign-invested enterprises shall submit investment
information in a timely manner, follow the principles of truthfulness, accuracy and completeness, and shall not
make false or misleading reports or material omissions.
2. Laws and Regulations on Overseas Investment by Domestic Enterprises
According to the Measures for the Administration of Overseas Investment of Enterprises (
Άุྤ̮ҳ༟၍ଣ፬
) promulgated on December 26, 2017 and came into effect on March 1, 2018, the NDRC implements classified
management of the approval and filing registration system for overseas investment projects (including those in the
Hong Kong Special Administrative Region, the Macao Special Administrative Region, and the Taiwan Region) by a
domestic enterprise (the “Investment Entity”) directly or by way of obtaining overseas ownership, control, operation
and management rights, and other related rights and interests by means of investing in assets, interests or providing
financing or guarantees by the controlled overseas enterprise. The aforementioned approval procedure shall apply to
any sensitive projects carried out by Investment Entity directly or through its controlled overseas enterprises, and the
approval authority is the NDRC. The scope of filing registration management is non-sensitive projects directly carried
out by Investment Entity, that is, non-sensitive projects involving Investment Entity directly investing in assets,
interests or providing financing and guarantees. Among them, if the Investment Entity is a centrally managed
enterprise (including centrally managed financial enterprise, the State Council and enterprise directly managed by
institutions in the State Council) or the Investment Entity is a local enterprise but the investment amount out of the
PRC reaches US$300 million or more, the filing authority will be the NDRC, and if the investor is a local enterprise
and the investment amount out of the PRC is below US$300 million, the filing authority will be the development and
reform department of the provincial government governing the locality where the Investment Entity is registered.
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According to the provisions of the Measures for the Administration of Overseas Investment ( ྤ̮ҳ༟၍
) promulgated by the MOFCOM on September 6, 2014 and came into effect on October 6, 2014, if an
enterprise legally established within the territory of the PRC owns a non-financial enterprise abroad or obtains
the ownership, control, operation and management rights and other rights and interests of an existing
non-financial enterprise through new establishment, M&A or other means, the MOFCOM and the provincial
competent departments of commerce shall be responsible for the approval and filing registration, depending on
different circumstances of overseas investment by the enterprise. In particular, if an overseas investment involves
countries that have not established diplomatic relations with the PRC, countries subject to United Nations
sanctions, industries involving the export of products and technologies restricted by the PRC, or industries that
may affect the interests of more than one country (region), the overseas investment shall be subject to
administration by approval.
II. Laws and Regulations Relating to Safe Production
According to the PRC Work Safety Law (
) promulgated by the Standing
Committee of the National People’s Congress (the “SCNPC”) on June 29, 2002, latest revised on June 10, 2021
and effective on September 1, 2021, production and operating business entities must establish the all-staff work
safety responsibility system and work safety rules and regulations, and improve the working environment and
conditions for workers in a planned and systematic way. Producers and business operators shall provide their
employees with education and training on work safety to ensure that the employees acquire the necessary
knowledge about work safety, are familiar with the relevant rules for work safety and safe operating procedures,
master the safety operating skills for their posts, understand the emergency handling measures for accidents, and
are aware of their rights and obligations in respect of work safety. No employee who fails to pass the
examination after receiving education and training on work safety may be assigned to work. The emergency
administration under the State Council and its local counterparts are responsible for supervision and control over
work safety.
III. Laws and Regulations Relating to Radiation Safety
According to the Law of the PRC on Prevention and Control of Radioactive Pollution (
׳
) promulgated by the SCNPC on June 28, 2003 and came into effect on October 1, 2003, an
entity producing, selling or using radioisotope and ray devices shall, in accordance with the relevant provisions
of the State Council on prevention of radioactivity from the radioisotope and ray devices, apply to obtain a
permit, and make registration accordingly. An entity producing, selling, using or storing radioactive sources shall
set up a sound and safe security system, designate specialized personnel to be responsible for the system, ensure
the implementation of the system of accountability for safety, and formulate the necessary measures for
addressing emergencies in accidents.
According to the Regulation on the Security and Protection of Radioisotope and Radioactive Ray Devices
(
ᇞༀໄτΌձԣᚐૢԷ) promulgated by the State Council on September 14, 2005, last
amended on March 2, 2019 and came into effect on the same day, and the Measures for Administration of the
Safety Licensing of Radioactive Isotopes and Radioactive Equipment (
ᇞༀໄτΌ஢̙၍ଣ፬
) last amended by the former Ministry of Environmental Protection on January 4, 2021 and came into effect
on the same day, any entity producing, selling or using radioisotopes or radiation-emitting devices shall obtain a
radiation safety license.
IV. Laws and Regulations Relating to Environmental Protection
According to the PRC Environmental Protection Law (
) promulgated by the
SCNPC on December 26, 1989, last amended on April 24, 2014 and came into effect on January 1, 2015, any
entity that discharges or will discharge pollutants in the course of operation or other activities must implement
effective environmental protection measures to control and properly handle hazardous substances such as waste
gas, waste water, waste residues, dust, malodorous gases, radioactive substances, noise, vibration and
electromagnetic radiation generated in the course of such activities. The State implements a pollutant discharge
permit management system in accordance with the PRC Environmental Protection Law.
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1. Laws and Regulations on Construction Projects
According to the PRC Environmental Impact Assessment Law ()
amended by the SCNPC on December 29, 2018 and came into effect on the same day, the Regulation on the
Administration of Environmental Protection of Construction Projects (
ᚐ၍ଣૢԷ) amended
by the State Council on July 16, 2017 and came into effect on October 1, 2017, and the Interim Measures for
Environmental Protection Acceptance Inspection Upon Completion of Construction Projects (
ணධͦംʈᐑ
) promulgated by the former Ministry of Environmental Protection on November 20, 2017
and came into effect on the same day, the PRC implements an environmental impact assessment system for
construction projects. Prior to the commencement of a construction project, the construction entity must submit
an environmental impact report, an environmental impact statement for approval, or an environmental impact
registration form for record filing, as required by the competent environmental protection administrative
department under the State Council. Furthermore, upon completion of a construction project for which an
environmental impact report or statement has been prepared, the construction entity must conduct an acceptance
inspection of the supporting environmental protection facilities in accordance with the standards and procedures
prescribed by the competent environmental protection administrative department under the State Council and
prepare an acceptance report. For projects constructed or put into operation in phases, the corresponding
environmental protection facilities must undergo phased acceptance inspections. The construction project may
only be put into production or use after the supporting environmental protection facilities have passed the
acceptance inspection. Facilities that have not undergone or failed the acceptance inspection are prohibited from
being put into production or use.
2. Laws and Regulations on Atmospheric Pollution
According to the PRC Atmospheric Pollution Prevention and Control Law (
ط
) promulgated by the SCNPC on September 5, 1987, last amended on October 26, 2018 and came into effect
on the same day, enterprises, public institutions, and other business entities shall, according to relevant
provisions and monitoring norms of the state, monitor the industrial waste gases and the toxic and hazardous
atmospheric pollutants listed in the catalogue mentioned in Article 78 of the PRC Atmospheric Pollution
Prevention and Control Law they have discharged, and preserve the original monitoring records. Enterprises and
public institutions discharging industrial waste gases or the toxic or hazardous atmospheric pollutants listed in
the aforementioned catalogue and other entities subject to pollutant discharging licensing administration shall
obtain a pollutant discharge license.
3. Laws and Regulations on Solid Waste
According to the Law of the PRC on the Prevention and Control of Environmental Pollution Caused by
Solid Wastes (
) promulgated by the SCNPC on October 30, 1995,
which was last amended on April 29, 2020 and came into effect on September 1, 2020, any entity or individual
that produces, collects, stores, transports, utilizes, or disposes solid wastes shall take measures to prevent or
reduce environmental pollution caused by solid wastes, and be liable for resultant environmental pollution in
accordance with the law. In addition, construction projects where solid wastes are generated or projects for
storage, utilization or disposal of solid wastes shall be subject to environmental impact assessment in accordance
with the law.
4. Laws and Regulations on Water Pollution
According to the PRC Water Pollution Prevention and Control Law (
)
promulgated by the SCNPC on May 11, 1984, which was last amended on June 27, 2017 and came into effect on
January 1, 2018, an enterprise or public institution or other business entity which directly or indirectly discharges
industrial waste water or medical sewage to waters or waste water or sewage that may be discharged after a
pollutant discharge license has been obtained as required shall obtain a pollutant discharge license.
5. Laws and Regulations on Noise Pollution
According to the Law of the PRC on Prevention and Control of Pollution From Noise (
ʕശɛ͏΍ձ਷ኛ
) promulgated by the SCNPC on December 24, 2021 and came into effect on June 5, 2022, the
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REGULATORY OVERVIEW
emission of noise and generation of vibration shall comply with the noise emission standards, the relevant
ambient vibration control standards and the requirements of relevant laws, regulations and rules.
6. Laws and Regulations on Pollution Permit
According to the Regulation on the Administration of Pollutant Discharge Licensing ( રϮ஢̙၍ଣૢԷ)
promulgated by the State Council on January 24, 2021 and came into effect on March 1, 2021, enterprises, business
units and other producers and operators that implement the pollutant discharge licensing management shall
discharge pollutants according to the requirements of the pollutant discharge license, and shall not discharge
pollutants without obtaining the pollutant discharge license. The competent environmental protection authorities
impose various administrative penalties on individuals or enterprises in violation of the PRC Environmental
Protection Law.
According to the Regulations on Urban Drainage and Sewage Treatment (
ᕄર˥ၾϮ˥ஈଣૢԷ)
promulgated by the State Council on October 2, 2013 and effective as of January 1, 2014, as well as the
Administrative Measures for the Permit of Urban Sewage Discharge into Drainage Networks (
ᕄϮ˥રɝર
) promulgated by the Ministry of Housing and Urban-Rural Development on January 22,
2015, which was revised on December 1, 2022 and came into effect on February 1, 2023, enterprises, public
institutions, and individual businesses engaged in industrial, construction, catering, medical, and other activities
that discharge sewage into urban drainage facilities must apply for and obtain a permit for sewage discharge into
the drainage network from the urban drainage authority.
V. Laws and Regulations Relating to Fire Prevention
According to the PRC Fire Prevention Law (
) promulgated by the SCNPC on
April 29, 1998, last amended and implemented on April 29, 2021, the Emergency Management Authority of the
State Council and its local counterparts at or above the county level shall monitor and administer the fire
prevention affairs, and the fire prevention design or construction of a construction project must conform to the
national fire prevention technical standards.
According to the Interim Provisions on the Administration of Fire Protection Design Review and Final
Inspection of Construction Projects (
) promulgated by the Ministry
of Housing and Urban-Rural Development on April 1, 2020, last amended on August 21, 2023 and effective on
October 30, 2023, special construction projects as defined under the Interim Provisions shall conduct fire
protection design review and fire protection acceptance inspection, construction projects other than such special
construction projects shall file protection acceptance of the project with competent authority.
VI. Laws and Regulations Relating to Product Quality
According to the PRC Product Quality Law (
) promulgated by the SCNPC
on February 22, 1993, latest revised on December 29, 2018 and effective on the same day, producers and sellers
shall establish a sound internal product quality control system, strictly implement a quality responsibility regime
covering both quality standards and liabilities, and adopt corresponding examination and inspection measures.
The following acts are expressly prohibited: (i) counterfeiting or unauthorized imitation of quality certification
marks; (ii) falsification of product origin; (iii) forgery or unauthorized use of another manufacturer’s name or
address; (iv) adulteration during production or sale; and (v) fraudulent substitution of genuine products with
counterfeit ones or inferior products with superior ones.
Any manufacturer or seller violating the PRC Product Quality Law shall be subject to (i) administrative
penalties including but not limited to production/sales suspension, rectification orders, confiscation of
non-compliant products, monetary fines, forfeiture of illegal gains, and in severe cases, business license
revocation; and (ii) criminal prosecution where the violation constitutes a criminal offense.
VII. Laws and Regulations Relating to Import and Export of Goods
According to the PRC Foreign Trade Law (
) promulgated by the SCNPC on
May 12, 1994, amended and implemented on December 30, 2022, since December 30, 2022, no registration of
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REGULATORY OVERVIEW
foreign trade operators is required. The PRC government allows the free import and export of goods and
technologies, unless otherwise provided by laws and administrative regulations. Before December 30, 2022 a
foreign trade operator who is engaged in the import and export of goods or technologies shall process the filing
and registration with the foreign trade authority under the State Council or its entrusted agencies, unless
otherwise provided by the laws, administrative regulations and requirements of the foreign trade authority under
the State Council. Where a foreign trade operator fails to do so, Customs shall not handle the formalities for
declaration and clearance of the goods imported or exported by the operator.
According to the PRC Customs Law (
) promulgated by the SCNPC on
January 22, 1987, last amended on April 29, 2021 and effective on the same day, the Customs of the People’s
Republic of China is the entry and exit customs supervision and administration authority of the PRC. According
to the relevant laws and administrative regulations, the Customs supervises the transportation vehicles, goods,
luggage, postal articles, and other articles entering and leaving the country, collects customs duties and other
taxes and fees, prevents and counters smuggling, compiles customs statistics, and handles other customs
operations.
According to the Regulations of PRC Customs on Administration of Recordation of Declaration Entities (

) promulgated by the General Administration of Customs on
November 19, 2021 and effective as of January 1, 2022, the consignee or consignor of imported or exported
goods or a customs brokers, as filed with the customs may undergo customs declaration within the customs
territory of the PRC. Where a consignee or consignor of imported or exported goods or a customs brokers applies
for filing, it shall obtain the qualification of market entities.
VIII. Laws and Regulations Relating to Tendering and Bidding
According to the PRC Tendering and Bidding Law (
) promulgated by the
SCNPC on August 30, 1999, amended 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 PRC Tendering and Bidding Law (
ʕശɛ͏΍ձ਷
ૢԷ) which was promulgated by the State Council on December 20, 2011 and amended on
March 1, 2017, March 19, 2018 and March 2, 2019 respectively, where the tender invitation and bidding
activities of a project required by law to call for tenders violate the provisions of the PRC Tendering and Bidding
Law and such 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 invitations, the bidding and award of tender shall be void, and
the tender exercise or bid evaluation shall be organized anew pursuant to the law.
IX. Laws and Regulations Relating to Land and Construction
1. Laws and Regulations on Land Use Rights
According to the PRC Land Administration Law (
) which was promulgated
by the SCNPC on June 25, 1986 and latest amended on August 26, 2019, and the Regulations for the
Implementation of the PRC Land Administration Law (
ૢԷ) which was
promulgated by the State Council on December 27, 1998 and latest revised on July 2, 2021, the land in the PRC
is either State-owned or collectively-owned. Except for land which is legally owned by the State or has been
expropriated as State-owned according to law, all of the land is collectively-owned. The State-owned land use
rights may be used by third parties through grant, allocation, lease, capital contribution and other forms. Third
parties who have obtained the State-owned land use rights may legally use, profit from and dispose of the State-
owned land use rights within the statutory term of use and scope of planned uses.
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2. Laws and Regulations on Construction Permit
According to the PRC Construction Law () which was promulgated by the
SCNPC on November 1, 1997 and latest amended and implemented on April 23, 2019, and the Measures for the
Administration of Construction Permits for Construction Projects (
) which was
promulgated by the Ministry of Housing and Urban-Rural Development on June 25, 2014 and latest amended and
implemented on March 30, 2021, the construction entity shall apply for a construction permit after obtaining the
construction project planning permit, and then start construction.
X. Laws and Regulations Relating to Employment and Labour Security
1. Laws and Regulations on Labour Contracts
According to the PRC Labour Law (
) which was promulgated by the SCNPC on
July 5, 1994 and amended on August 27, 2009 and December 29, 2018 respectively, enterprises shall establish
and improve their system of work place safety and sanitation, strictly comply with state rules and standards on
workplace safety, and provide employees with training on labor safety and sanitation. Labour safety and
sanitation facilities shall comply with statutory standards. Enterprises and institutions shall provide employees
with a safe workplace and sanitation conditions that are in compliance with the relevant laws and regulations of
labour protection.
The PRC Labour Contract Law (
), which was promulgated on June 29, 2007,
amended on December 28, 2012 and became effective on July 1, 2013, and the Implementation Rules of the PRC
Labour Contract Law (
ૢԷ) promulgated and implemented on September 18,
2008, set out specific provisions in relation to the execution, the terms and the termination of a labour contract
and the rights and obligations of the employees and employers, respectively. At the time of hiring, the employers
shall truthfully inform the employees of the scope of work, working conditions, working place, occupational
hazards, work safety, salary, and other matters that the employees request to be informed about.
2. Laws and Regulations on Dispatched Workers
According to the Interim Provisions on Labour Dispatch (
) issued on January 24,
2014 and implemented on March 1, 2014 by the Ministry of Human Resources and Social Security, employers
may only use dispatched workers for temporary, ancillary, or substitute positions. The aforementioned temporary
positions shall mean positions lasting for no more than six months; ancillary positions shall mean positions of
non-major business that serve positions of major business; and substitute positions shall mean positions that can
be substituted by other workers for a certain period of time during which the workers who originally held such
positions are unable to work as a result of full-time study, being on leave or other reasons. According to the
Interim Provisions on Labour Dispatch, the employers should strictly control the number of dispatched workers,
and the number of dispatched workers shall not exceed 10% of the total amount of their employees (including the
aggregate number of employees and dispatched workers).
3. Laws and Regulations on Social Insurance and Housing Provident Fund
According to the PRC Social Insurance Law (
) last amended by the SCNPC
and effective as of December 29, 2018, and the Regulation on the Administration of Housing Provident Fund
(
၍ଣૢԷ) last amended by the State Council and effective as of March 24, 2019, as well as other
relevant laws and regulations, employers in PRC are obligated to provide employees with welfare schemes
covering basic pension insurance, basic medical insurance, unemployment insurance, maternity insurance, work-
related injury insurance, and housing provident fund. In addition, any employer that fails to make contributions
to the aforementioned social insurance and housing provident fund as required may be ordered to pay the
outstanding contributions within a prescribed time limit. If the employer fails to comply within the specified
period, a fine may be imposed. For overdue contributions, the people’s court may enforce collection.
The Interpretation II of the Supreme People’s Court of Issues Concerning the Application of Law in the
Trial of Labor Dispute Cases (
༆ᙑ(ɚ)), which came into
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force on September 1, 2025, provides that where the employer and the laborer agree, or the laborer promises the
employer, that there is no need to pay social insurance premiums, the people’s court shall determine that such
agreement or promise is invalid. Where the employer fails to pay social insurance premiums in accordance with
the law, and the laborer requests to terminate the labor contract and for the employer to pay economic
compensation in accordance with the Labor Contract Law, the people’s court shall support such claim in
accordance with the law. Where the preceding circumstances exist, and the employer, after making up the social
insurance premiums in accordance with the law, requests the laborer to return the social insurance compensation
already paid, the people’s court shall support such claim in accordance with the law. The aforementioned
Interpretation II reiterates the position that a worker’s waiver of social insurance rights is invalid. Any agreement
or declaration in which a worker abandons or purports to abandon social insurance rights shall be deemed
invalid. Workers remain entitled to the statutory benefits and compensations stipulated in the Labor Contract
Law.
4. Laws and Regulations on Prevention and Control of Occupational Diseases
According to the provisions of the Law of the PRC on the Prevention and Control of Occupational Diseases
(
) promulgated by the SCNPC on October 27, 2001, which was subsequently
amended on December 31, 2011, July 2, 2016, November 4, 2017 and December 29, 2018, the employer shall
provide environments and conditions that meet the occupational health standards and health requirements of the
State, take measures to ensure occupational health protection for the workers, establish and improve the
responsibility system for the prevention and control of occupational diseases, reinforce the management of
occupational disease prevention and control, enhance the level of occupational disease prevention and control,
and assume responsibility for harms caused by occupational diseases.
XI. Laws and Regulations Relating to Intellectual Property Rights
1. Laws and Regulations on Patent
The PRC Patent Law (
) promulgated by the SCNPC on March 12, 1984, most
recently amended on October 17, 2020 and effective on June 1, 2021, and the Implementing Rules for the PRC
Patent Law (
) promulgated by the State Council on June 15, 2001, most
recently amended on December 11, 2023 and effective on January 20, 2024, provide for three types of patents:
“invention”, “utility model” and “design”. “Invention” refers to any new technical solution in relation to a
product, or a process or improvement thereof; “utility model” refers to any new technical solution relating to the
shape, structure, or their combination, of a product, which is suitable for practical use; “design” refers to a new
design that is aesthetic and suitable for industrial application for the overall or partial shape, pattern or its
combination of products, as well as the combination of color, shape and pattern. The validity period of a patent
for an “invention” is 20 years, while the validity period of a patent for a “utility model” is 10 years, and that of a
“design” is 15 years, from the date of application.
2. Laws and Regulations on Trademark
Registered trademarks are protected under the PRC Trademark Law (
), which
was promulgated by the SCNPC on August 23, 1982, most recently amended on April 23, 2019 and came into
effect on November 1, 2019, and the Implementation Rules of the PRC Trademark Law (
ʕശɛ͏΍ձ਷ਠᅺ
ૢԷ), which was last amended by the State Council on April 29, 2014 and came into effect on May 1,
2014. 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 approval for use in the same or similar category of
commodities or services, the application for registration of this trademark may be rejected. Trademark
registrations are effective for 10 years, which may be renewed for consecutive 10-year periods upon request by
the trademark owner, unless otherwise revoked.
3. Laws and Regulations on Copyright
According to the PRC Copyright Law (
), last amended by the SCNPC on
November 11, 2020 and effective as of June 1, 2021, works of Chinese citizens, legal persons, or unincorporated
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organizations — defined as intellectual achievements in the fields of literature, art, and science that are original
and can be expressed in a certain form, whether published or not — are entitled to copyright protection in
accordance with the law. Copyright encompasses a series of personal and property rights, including but not
limited to the right of publication, the right of authorship, the right of modification, the right to protect the
integrity of the work, and the right of reproduction.
According to the Measures for the Computer Software Copyright Registration (
ၑዚழ΁ഹЪᛆ೮া፬
) last amended on June 18
 2004 and effective as of July 1,2004, and the Regulations on the Protection of
Computer Software (ᚐૢԷ) amended by the State Council on January 30, 2013 and effective
as of March 1, 2013, the National Copyright Administration is the competent governmental authority responsible
for the nationwide administration of software copyright registration. The China Copyright Protection Center is
designated as the software registration authority, which shall issue registration certificates to computer software
copyright applicants in accordance with the Measures for the Computer Software Copyright Registration and the
Regulations on the Protection of Computer Software.
4. Laws and Regulations on Domain Name
According to the Measures for the Administration of Internet Domain Names (
)
promulgated by the Ministry of Industry and Information Technology (the “MIIT”) on August 24, 2017 and
effective on November 1, 2017, the MIIT supervises and administers domain services nationwide. The principle
of “first come, first served” is followed for the domain name registration service. Applicants of domain name
registration shall provide the domain name registration authority with true, accurate, and complete information
about the identity of the domain name holder for registration purposes, and sign a registration agreement with it.
After completing the domain name registration, the applicant becomes the holder of such domain name.
XII. Laws and Regulations Relating to Tax
1. Laws and Regulations on Enterprise Income Tax
According to the PRC Enterprise Income Tax Law (
) promulgated by the
SCNPC on March 16, 2007, most recently amended on December 29, 2018 and effective on the same day, and
the Implementation Regulations for the PRC Enterprise Income Tax Law (
ૢ
Է) promulgated by the State Council on December 6, 2007, most recently amended on December 6, 2024 and
effective on January 20, 2025, enterprises are divided into resident enterprises and non-resident enterprises.
Resident enterprises are enterprises that are set up in the PRC in accordance with the law, or that are set up in
accordance with the law of a foreign country (region) whose actual administrative institution is in the PRC.
Non-resident enterprises are enterprises that are set up in accordance with the law of a foreign country (region)
and whose actual administrative institution is not in the PRC, but which have institutions or establishments in the
PRC, or have no such institutions or establishments but have income generated from inside China. Resident
enterprises are subject to a uniform 25% enterprise income tax rate on their worldwide income. The enterprise
income tax rate is reduced to 20% for qualified small and micro-sized enterprises. Enterprises that are recognised
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%.
2. Laws and Regulations on Value-Added Tax
According to the PRC Value-Added Tax Law, which was promulgated by
the SCNPC on December 25, 2024 and effective on January 1, 2026, all entities and individuals engaged in sale
of goods or provision of processing, repair and maintenance services or importation of goods in Chinese
mainland are subject to the Value-Added Tax (the “VAT”). Unless otherwise specified, the VAT rate is generally
13% in respect of the sale or importation of goods by taxpayers.
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XIII. Laws and Regulations Relating to Cybersecurity and Data Security
On November 7, 2016, the SCNPC promulgated the PRC Cybersecurity Law ( ʕശɛ͏΍ձ
) which was amended on October 28, 2025 and became effective on January 1, 2026 and applies
to the construction, operation, maintenance and use of networks as well as the supervision and administration of
cybersecurity in the PRC. According to the PRC Cybersecurity Law, network operators shall comply with laws
and regulations and fulfill the obligations to safeguard the security of the network when conducting business and
providing services. Those who provide services through networks shall take technical measures and other
necessary measures in accordance with the mandatory requirements of laws, regulations and national standards to
safeguard the safe and stable operation of the networks, respond to network security incidents effectively,
prevent illegal and criminal activities, and maintain the integrity, confidentiality and availability of network data,
and network operators shall not collect the personal information irrelevant to the services provided, or collect or
use the personal information in violation of the provisions of laws or agreements between both parties.
On June 10, 2021, the SCNPC promulgated the PRC Data Security Law (
)
which became effective on September 1, 2021. The PRC Data Security Law mainly sets forth specific provisions
regarding the establishment of basic systems for data security management, including hierarchical data
classification management system, risk assessment system, monitoring and early warning system, and emergency
response system. In addition, the PRC Data Security Law clarifies the data security protection obligations of
organizations and individuals carrying out data activities and implements data security protection responsibilities.
On December 28, 2021, the Cyberspace Administration of China (the “CAC”) and other twelve PRC
regulatory authorities jointly revised and promulgated the Measures for Cybersecurity Review (
፬
) which became effective on February 15, 2022. The Measures for Cybersecurity Review provides that,
among others, (i) critical information infrastructure operators that purchase network products and services or
network platform operators that engage in data processing activities that affect or may affect national security
shall be subject to the cybersecurity review by the Cybersecurity Review Office, the department which is
responsible for the implementation of cybersecurity review under the CAC; (ii) network platform operators with
personal information data of more than one million users that seek for listing in a foreign country are obliged to
apply for a cybersecurity review by the Cybersecurity Review Office; and (iii) the relevant regulatory authorities
may initiate cybersecurity review if such regulatory authorities determine that the enterprise’s network products
or services, or data processing activities affect or may affect national security.
On September 24, 2024, the State Council published the Network Data Security Management Regulation
(
ၣഖᅰኽτΌ၍ଣૢԷ) which became effective on January 1, 2025, stipulate that the network data handlers
shall be subject to national security review if their network data handling activities affect or may affect national
security, and it provides no further explanation or interpretation as to how to determine what constitutes
“affecting national security”. In addition, the Network Data Security Regulations requires network data handlers
handling personal information involving over 10 million individuals to comply with certain regulations on
important data handlers, including, among others, specifying the person in charge of network data security and
the management organization for network data security, and conducting security background review of the
person in charge of network data security and personnel in key positions and strengthen the training for the
relevant personnel when controlling important data of specific type and scale specified by the relevant competent
authority.
XIV. Laws and Regulations Relating to Overseas Securities Offering and Listings
1. Laws and Regulations on Overseas Securities Offering and Listings
On February 17, 2023, China Securities Regulatory Commission (the “CSRC”) released several regulations
regarding the management of filings for overseas offerings and listings by domestic companies, including the
Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (
ྤʫΆุ
) (the “Trial Measures”) together with 5 supporting guidelines (together with
the Trial Measures, collectively referred to as the “New Regulations on Filing”), which was implemented on
March 31, 2023. Under New Regulations on Filing, an enterprise within the PRC that directly or indirectly issues
securities overseas or lists and deals in its securities overseas shall comply with the laws, administrative
regulations and relevant national rules on foreign investment, state-owned assets management, industrial
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REGULATORY OVERVIEW
supervision, overseas investment, cyber security, and data security etc., and shall not disturb the domestic market
order or do harm to national interests, social public interests, and the legitimate rights and interests of domestic
investors.
An issuer seeking an overseas initial public offering or listing shall, within 3 working days after submitting
the issuance and listing application documents overseas, file a registration with the CSRC and submit the filing
report, legal opinions, and other relevant documents, ensuring a true, accurate, and complete description of
shareholder information. Once the filing documents are complete and comply with the stipulated requirements,
the CSRC will, within 20 working days of receiving such documents, conclude the review procedure and publish
the filing results on its official website. If the filing documents are incomplete or do not conform to the stipulated
requirements, the CSRC will, within 5 working days of receiving the filing documents, request supplementary
materials. The issuer shall provide the additional documents within 30 working days. During the review of the
filing documents, the issuer may encounter circumstances that are prohibited under the regulations governing
overseas offerings and listings. In such cases, the CSRC may seek opinions from the relevant competent
authorities of the State Council.
On February 24, 2023, the CSRC and other three relevant government authorities jointly published the
Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and
Listing by Domestic Companies (
) (the
“Archives Rules”), which became effective from March 31, 2023. The Archives Rules requires that, in relation to
the overseas listing activities of domestic enterprises, such domestic enterprises, as well as securities companies
and securities service institutions providing relevant securities services, are required to strictly comply with the
relevant requirements on confidentiality and archives management, establish a sound confidentiality and archives
system, and take necessary measures to implement their confidentiality and archives management
responsibilities. Under the Archives Rules, the “domestic enterprises” refer to the domestic joint stock limited
companies listing overseas directly and the domestic operation entities of a non-PRC company listing overseas.
According to the Archives Rules, during the course of an overseas offering and listing, if a domestic enterprise
needs to publicly disclose or provide to securities companies, accounting firms or other securities service
providers and overseas regulators, any materials that contain relevant state secrets, government work secrets or
that have a sensitive impact (i.e. be detrimental to national security or the public interest if divulged), the
domestic enterprise should complete the relevant approval/filing and other regulatory procedures.
2. Laws and Regulations on Foreign Exchange Management
According to the provisions of the Notice of the State Administration of Foreign Exchange on Issues
Concerning the Foreign Exchange Administration of Overseas Listing (
ྤ̮ɪ̹̮ි၍ଣ
) issued and implemented on December 26, 2014, where a joint stock limited company
incorporated in the PRC issues shares overseas and is publicly listed and outstanding on overseas exchanges
upon the approval by the CSRC, it shall, within 15 business days after the date of the end of its overseas listing
issuance, register the overseas listing with the Administration of Foreign Exchange at the place of its
establishment, and present its certificate of overseas listing to open a “special account for overseas listing of
domestic company” at a local bank to handle the exchange, remittance and transfer of funds for the business
concerned. The proceeds raised by the domestic companies through overseas listing may be remitted to the
domestic account or deposited in an overseas account, provided that the use of the proceeds shall be consistent
with the content of the document and other public disclosure documents.
Meantime, where a domestic shareholder of a domestic company intends to decrease his/her overseas listed
shares in accordance with relevant regulations following the overseas listing of the domestic company, such
domestic shareholder shall register with the State Administration of Foreign Exchange (the “SAFE”) branch in
the place of domicile of the shareholder within 20 working days after the decrease of shares to obtain the
business registration certificate; where a domestic shareholder of the domestic company intends to increase his/
her overseas listed shares in accordance with relevant regulations, the shareholder shall, after obtaining the
approval, filing, or no-objection letter from the relevant regulatory authorities regarding the increase in
shareholdings (except where such documents are not required under applicable regulations), register with the
SAFE branch in the place of domicile of the shareholder within 20 working days before the increase of shares to
obtain the business registration certificate.
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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
OVERVIEW
We are one of the largest manufacturers of heat-shrinkable materials and telecoms cable products in the
world, enjoying rapid growth in line with strong expansion of high-speed data communication and electrical
power transmission industries in recent years. Our history traces back to 1998 when our Company was
established. In September 2004, our Company was converted into a joint stock company and was renamed as
Shenzhen Woer Heat-Shrinkable Material Co., Ltd. (
ʮ̡). Since 2007, our A Shares
have been listed on the Shenzhen Stock Exchange with the stock code 002130.
High-speed copper cables are core components of high-speed data communication. In particular, our high-
speed copper cables enable high-speed connection between functional modules in computing centers, increasing
intra-cluster data transfer efficiency while ensuring optimized energy consumption and strong reliability. This
effectively promoted rapid deployment of quality infrastructures driving expansive application of LLMs across
different industries.
KEY CORPORATE AND BUSINESS DEVELOPMENT MILESTONES
The following is a summary of our Group’s key corporate and business development milestones:
1998 Our Company was established.
2002 We officially started producing cable accessories.
2004 Our Company was converted into a joint stock company with limited liability.
2007 Our A Shares were listed on the Shenzhen Stock Exchange (stock code: 002130).
2013 We acquired LTK Electric Wire (Huizhou) Ltd. (
ʮ̡), thereby
extending our industrial chain and optimizing our industrial system.
2014 Our subsidiary, Shanghai Keter New Materials Co., Ltd., was listed on the NEEQ (stock code:
831474).
2016 Our subsidiary, Shenzhen Woer New Energy Electric Technology Co., Ltd. ( ଉέ̹Ӝဧอঐ๕
ʮ̡), completed its equity restructuring, marking our entry into the new
energy vehicle industry.
2018 We acquired 75% equity interests in CYG Electronics, which is primarily engaged in the
manufacturing and sale of electronic material products.
2019 Our manufacturing base in Vietnam was completed, expanding our Group’s overseas
manufacturing presence.
2020 We became a company in the heat-shrinkable industry to obtain authorization as a “UL Witness
Testing Laboratory.” (ULબᛆ)
We were recognized as a “Shenzhen Key Enterprise Research Institute.” (Ӻ৫)
2023 Our crosslinked heat-shrinkable products were recognized as Guangdong Province’s
Manufacturing Single Champion Products.
We were honored as a “National Intellectual Property Demonstration Enterprise.” (ᗆପᛆ
ͪᇍΆุ)
2024 We completed the development of 224G single-channel high-speed copper cables, which served
as the basis for initiating mass production.
We also launched mass production of 800G multi-channel high-speed copper cables.
We completed the development of 1600G multi-channel high-speed copper cables.
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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
2025 We completed the development of nuclear safety-class cable terminal heat-shrinkable
accessories with an 80-year service life for nuclear power plants and obtained the certificate of
scientific and technological achievement appraisal for this accomplishment.
MAJOR SHAREHOLDING CHANGES OF OUR COMPANY
Incorporation of our Company
Our Company, then known as Shenzhen Woer Heat-shrink Materials Co., Ltd. (
ʮ
̡), was established in the PRC on June 19, 1998 as a limited liability company with an initial registered capital
of RMB1,000,000. At the time of establishment, our Company was owned as to 45% by our executive Director
and chairperson, Mr. Zhou, and an aggregate of 33% by his associates at the relevant time respectively. Mr. Zhou
had remained as our Company’s largest shareholder since then. For details of the background of Mr. Zhou, see
“Directors and Senior Management”.
Conversion of joint stock company and Listing on the Shenzhen Stock Exchange
In September 2004, our Company was converted from a limited liability company to a joint stock limited
company with registered capital of RMB40,350,000.
In 2007, we completed the listing of our A shares on the Shenzhen Stock Exchange (stock code: 002130)
(the “A Share Listing ”). In the A Share Listing, we issued an aggregate of 14,000,000 A Shares, accounting for
approximately 25.76% of our Company’s share capital immediately following the A Share Listing. Following the
A Share Listing, Mr. Zhou held approximately 55.70% of our Company’s total issued Shares at the time, while
his associates at the relevant time held approximately an aggregate of 16.12% of our Company’s total issued
Shares.
Bonus Issues from 2008 to 2010
In 2008, 2009 and 2010 respectively, the Company completed the following bonus issues to the then
existing Shareholders by way of conversion of capital reserve:
Completion Date Bonus ratio
May 6, 2008 10 new A Shares for every 10 existing A Shares
June 2, 2009 5 new A Shares for every 10 existing A Shares
June 8, 2010 5 new A Shares for every 10 existing A Shares
Rights Issue in 2011
On June 3, 2011, the Company completed a rights issue on the basis of two new A Shares for every 10
Shares held by the shareholders of the Company on the record date (the “ Rights Issue ”). 46,311,345 A Shares
were subscribed.
Bonus issues in 2012 and 2013
In 2012 and 2013 respectively, the Company completed the following bonus issues to the then existing
Shareholders by way of conversion of capital reserve:
Completion Date Bonus ratio
June 1, 2012 5 new A Shares for every 10 existing A Shares
May 24, 2013 3 new A Shares for every 10 existing A Shares
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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
Non-Public Issuance of A Shares to Investors in 2016
To advance our growth into the electrical power sector, on October 31, 2016, the Company completed the
non-public issuance of 54,340,622 A Shares, representing approximately 8.71% of our Company’s share capital
immediately following the non-public issuance of A Shares. These A Shares were issued to five investors, all of
whom, to the best knowledge of our Directors, were Independent Third Parties.
Bonus issue in 2017
On May 15, 2017, the Company completed the bonus issues to the then existing Shareholders by way of
conversion of capital reserve at the ratio of 10 new A Shares for every 10 existing A Shares.
Issuance and Repurchase of Shares Relating to Employee Incentive Schemes
Other than the major shareholding changes in the Company as disclosed above, pursuant to the Employee
Incentive Schemes and relevant administration measures, the Company also from time to time issued and allotted
Shares to eligible participants or repurchased and canceled certain Shares. For the details of the Employee
Incentive Schemes, please refer to “—Employee Incentive Schemes” under this section and “Appendix IV
—Statutory and General Information—Employee Incentive Schemes.”
POTENTIAL SPIN-OFF
Having considered, amongst others, the market conditions, financing needs and development of the
subsidiaries and business, we intend to spin off Shanghai Keter and retain the possibility to spin off Huizhou
LTK and Woer New Energy (“ Spin-off Businesses”).
We have commenced the preliminary preparatory work for the spin-off of Shanghai Keter. As advised by
our PRC Legal Adviser, such preliminary preparatory work did not constitute a listing application. As of the
Latest Practicable Date, Shanghai Keter had not submitted any A share listing application to any recognized
stock exchange in the PRC.
In addition, our Company wishes to retain the possibility to spin-off Huizhou LTK and Woer New Energy
within three years after the Listing, and does not currently have any detailed plan in relation to such potential
spin-off.
The Spin-off Businesses will be subject to compliance with all applicable requirements of the Hong Kong
Listing Rules including, without limitation, the Practice Note 15, unless otherwise waived by the Hong Kong
Stock Exchange. We have obtained from the Hong Kong Stock Exchange a waiver from strict compliance with
the three-year restriction requirement under paragraph 3(b) of Practice Note 15 in relation to the potential spin-
offs of Shanghai Keter, Huizhou LTK and Woer New Energy. The potential spin-offs will remain subject to other
requirements of the Practice Note 15. Notwithstanding the above, the Spin-off Businesses remain highly
uncertain and could be subject to material changes in the future.
EMPLOYEE INCENTIVE SCHEMES
Since our A Share Listing, we adopted share incentive plans in 2011 and 2017 (the “ Share Incentive
Plans”) to attract and retain talents and to motivate our employees. Under these Share Incentive Plans, a total of
14,604,275 restricted A Shares (adjusted after taking into account the bonus issues and rights issue of the
Company) were granted, of which 8,362,351 were vested and the remaining restricted A Shares were canceled.
The restricted A Shares granted under the Share Incentive Plans were held by the grantees directly and each
grantee controlled the voting rights attached to the restricted A Shares granted to him. Furthermore, 51,543,350
A Share Options (adjusted after taking into account the bonus issues and rights issue of the Company) were
granted, of which 3,472,411 A Share Options were exercised while the remainder either lapsed or were canceled.
As of the Latest Practicable Date, no outstanding A Share Options or restricted A Shares remained to be granted
or vested under these Share Incentive Plans.
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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
In April 2025, the Shareholders adopted the 2025 Share Option Scheme to grant up to 8,233,800 options to
our employees to subscribe our A Shares. These options have a vesting period of at least 12 months since the date
of grant and the source of A Shares were from the treasury A Shares when the grantees exercised. As of the
Latest Practicable Date, 466 employees have been granted outstanding options under the 2025 Share Option
Scheme in respect of an aggregate 8,089,700 A Shares, representing approximately 0.58% of the total issued
Shares immediately after the completion of the Global Offering (including treasury A Shares, and assuming the
options granted under the 2025 Share Option Scheme are not exercised). The Company confirms that no other
options would be granted under the 2025 Share Option Scheme. The remaining 96,400 options, representing
96,400 underlying A Shares, will remain in the treasury account for future employee incentive purpose, if any.
In April 2025, the Shareholders also adopted the 2025 Restricted Share Scheme to grant up to 3,324,600
restricted A Shares to eligible participants. As of the Latest Practicable Date, 3,281,400 restricted A Shares were
granted to our employees, of which 240,000 restricted A Shares were granted to our Directors. These restricted A
Shares were satisfied using treasury A Shares, all of which had been transferred to the designated stock account
of the Company for the administration of the 2025 Restricted Share Scheme as of the Latest Practicable Date.
The Company confirms that no other restricted A Shares would be granted under 2025 Restricted Share Scheme.
The remaining 43,200 restricted A Shares will remain in the treasury account for future employee incentive
purpose, if any. The restricted A Shares are subject to a minimum lock-up period of 12 months. The 2025
Restricted Share Scheme is administered by a committee, whose members are elected by the participants of the
scheme and consist of employees who are Independent Third Parties, which controls the voting rights attached to
the restricted A Shares granted under the 2025 Restricted Share Scheme.
For the details of the 2025 Share Option Scheme and the 2025 Restricted Share Scheme, please refer to the
section headed “5. Employee Incentive Schemes” in Appendix IV to this prospectus.
OUR SINGLE LARGEST SHAREHOLDER
As of the Latest Practicable Date, Mr. Zhou directly holds 139,563,801 A Shares, representing
approximately 11.08% of the total issued Shares our Company (including 10,283,600 treasury A Shares). In
addition, Mr. Zhou and Ms. Yi Huarong, Mr. Zhou’s spouse and an executive Director, who are the only
beneficial owners of the Tongyi Funds, are interested in 50,000,000 A Shares, representing approximately 3.97%
of the total issued Shares of our Company (including 10,283,600 treasury A Shares), through the Tongyi Funds.
As such, as of the Latest Practicable Date, each of Mr. Zhou and Ms. Yi Huarong is interested in 189,563,801 A
Shares, representing approximately 15.05% of the total issued Shares of our Company (including 10,283,600
treasury A Shares), and Mr. Zhou, Ms. Yi and the Tongyi Funds constitute a group of single largest shareholder
of the Company. For details, see “Substantial Shareholders”.
MAJOR SUBSIDIARIES
As of the Latest Practicable Date, our Group comprised our Company and our 73 subsidiaries. For details,
see Note 1 to the Accountants’ Report as set out in Appendix I to this prospectus. Details of our Major
Subsidiaries are set out as below.
Name of company Principal business activities
Date of
establishment
Approximate
Equity
Interest
attributable
to our Group
Shenzhen Heat-Shrinkable ..................... R&D, production and sales
of products
August 10,
2018 100%
Huizhou LTK(2) ............................. R&D, production and sales
of products
January 4,
1988 94.32% (1)
Changzhou Woer ............................ R&D, production and sales
of products
November 10,
2010 100%
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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
Name of company Principal business activities
Date of
establishment
Approximate
Equity
Interest
attributable
to our Group
Dongguan Changyuan(2) ....................... R&D, production and sales
of products
February 14,
2014 100%
Woer New Energy ........................... R&D, production and sales
of products
December 2,
2003 76.71% (1)
Changzhou LTK ............................. R&D, production and sales
of products July 23, 2013 94.32% (1)
Shanghai Changyuan ......................... R&D, production and sales
of products July 17, 2000 100%
Shanghai Keter(2) ............................ R&D, production and sales
of products
August 28,
1997 78.76% (1)
Qingdao Wind Power ......................... Wind power development,
construction and operation June 22, 2011 100%
Shenzhen Orbit(2) ............................ R&D, production and sales
of products
September 19,
2005 62.90% (1)
Notes:
(1) For the information of the minority shareholders, see notes under “—Our Shareholding and Corporate Structure Immediately Before the
Global Offering”;
(2) We completed the acquisition of Huizhou LTK, Dongguan Changyuan, Shanghai Keter, and Shenzhen Orbit in January 2013, June 2018,
February 2008, and March 2016, respectively. Since the respective dates of completion, the financial statements of Huizhou LTK,
Dongguan Changyuan, Shanghai Keter, and Shenzhen Orbit have been consolidated into our Group. Save as disclosed above, the
remaining major subsidiaries were established by the Group.
The Company held majority equity interests in the above Major Subsidiaries throughout the Track Record
Period. All of the Major Subsidiaries were established in the PRC.
See “Appendix IV—Statutory and General Information—Further Information about Our Company and Our
Major Subsidiaries” for more details on share capital changes of the Major Subsidiaries.
MATERIAL ACQUISITIONS AND DISPOSALS
During the Track Record Period and up to the Latest Practicable Date, we did not conduct any material
acquisitions or disposals that would require disclosure under applicable rules.
OUR LISTING ON THE SHENZHEN STOCK EXCHANGE AND REASONS FOR THE LISTING ON
THE STOCK EXCHANGE
Since 2007, our Company has been listed on the Shenzhen Stock Exchange. During the Track Record Period
and up to the Latest Practicable Date, our Directors confirmed that we had no instances of material
non-compliance with the rules of the Shenzhen Stock Exchange and other applicable securities laws and
regulations of the PRC in any material respects, and, to the best knowledge of our Directors having made all
reasonable enquiries, there was no material matter that should be brought to the investors’ attention in relation to
our compliance record on the Shenzhen Stock Exchange. Our PRC Legal Adviser are of the view that the
confirmation of our Directors above with regard to our compliance records is accurate and reasonable. Based on
the independent due diligence conducted by the Joint Sponsors, nothing has come to the Joint Sponsors’ attention
that would cause them to disagree with our Directors’ confirmation with regard to the compliance records of the
Company on the Shenzhen Stock Exchange.
Our Company seeks to be listed on the Hong Kong Stock Exchange in order to further advance our
internationalization strategy, optimize our global production capacity layout, strengthen our core
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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
competitiveness, and improve our operational and management capabilities. See “Business—Development
Strategies” and “Future Plans and Use of Proceeds” for more details.
PUBLIC FLOAT AND FREE FLOAT
Satisfaction of the Public Float Requirement
Pursuant to Rule 8.08(1) (as amended and replaced by Rule 19A.13A of the Listing Rules) of the Listing
Rules, where a new applicant is a PRC issuer with other listed shares at the time of listing, this will normally
mean that the portion of H shares for which listing is sought that are held by the public, at the time of listing,
must (a) represent at least 10% of the issuer’s total number of issued shares in the class to which H shares belong
(excluding treasury shares); or (b) have an expected market value of not less than HK$3.0 billion.
Assuming that (i) 139,988,800 H Shares are allotted and issued in the Global Offering and none of which
will be allocated to any core connected person of our Company, (ii) the options granted under the 2025 Share
Option Scheme are not exercised, and (iii) 1,249,614,962 A Shares (excluding treasury shares) are in issue and
outstanding upon completion of the Global Offering, 139,988,800 H Shares, will be counted towards the public
float. Since all 139,988,800 H Shares, which represents approximately 10.07% of the total issued share capital of
our Company, will be counted towards the public float, the Company will satisfy the public float requirement as
required under Rule 19A.13A(2)(a) of the Listing Rules. Based on the above, it is expected that our Company
will satisfy the public float requirements as required under Rule 19A.13A(2) of the Listing Rules.
Satisfaction of the Free Float Requirement
Pursuant to Rule 8.08A (as amended and replaced by Rule 19A.13C) of the Listing Rules, where a new
applicant is a PRC issuer with other listed shares at the time of listing, this will normally mean that the portion of
H shares for which listing is sought that are held by the public and not subject to any disposal restrictions
(whether under contract, the Listing Rules, applicable laws or otherwise), at the time of listing, must:
(a) represent at least 5% of the total number of issued shares in the class to which H shares belong at the time of
listing (excluding treasury shares), with an expected market value at the time of listing of not less than
HK$50.0 million; or (b) have an expected market value at the time of listing of not less than HK$600.0 million.
Assuming that the options granted under the 2025 Share Option Scheme are not exercised, and that the final
Offer Price is fixed at the maximum Offer Price of HK$20.09 per Offer Share, the expected market value of the
H shares which are held by the public and not subject to any disposal restrictions at the time of listing amounts to
approximately HK$1.8 billion, which is higher than HK$600 million under Rule 19A.13C.
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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
OUR SHAREHOLDING AND CORPORATE STRUCTURE IMMEDIATELY BEFORE THE GLOBAL OFFERING
Shareholding and corporate structure immediately before the Global Offering
The following chart depicts our simplified corporate and shareholding structure immediately prior to the Global Offering (including the 10,283,60 0 A Shares
as treasury shares, and without taking into account any A Shares to be issued upon exercise of the share options granted under the 2025 Share Option Sche me):
Our Company(2)
HK Woer
100%
100%
94.32%
36.44%
42.32%
76.71%
Tongyi Fund
(1)
3.97%
Mr. Zhou(1)
11.08%
Other A
Shareholders
84.95%
100% 100%
100%
62.90% 100%100% 100%
Huizhou LTK(6)
Changzhou LTK
Changzhou Woer Shanghai Lante Woer New
Energy(3) CYG Electronics Qingdao Wind
Power Shenzhen Orbit(4) Shenzhen
Heat-Shrinkable
Shanghai Keter(5)
Dongguan
Changyuan
Shanghai
Changyuan
100%
Notes:
1. As of the Latest Practicable Date, Mr. Zhou directly held 139,563,801 A Shares, representing approximately 11.08% of the total issued Shares of our Company. Another 50,000,000 A Shares,
representing approximately 3.97% of the total issued Shares of our Company, were directly held by Shanghai Tongyi Investment Management Co., Ltd.—T ongyi Qingtong No. 1 Private Securities
Investment Fund (ࣶڡ׋1ږ“() Tongyi No. 1 ”), Shanghai Tongyi Investment Management Co., Ltd.—Tongyi Qingtong No. 3 Private Securities
Investment Fund (ࣶڡ׋3ږ“() Tongyi No. 3 ”), Shanghai Tongyi Investment Management Co., Ltd.—Tongyi Qingtong No. 6 Private Securities
Investment Fund (ࣶڡ׋6ږ“() Tongyi No. 6 ”) and Shanghai Tongyi Investment Management Co., Ltd.—Tongyi Furong No. 17 Private Securities
Investment Fund (ႂ17ږ“() Tongyi No. 17 ”) with 12,500,000 A Shares each. Tongyi No. 1 was directly and wholly owned by Tongyi No. 3,
which was directly held as to 61% and 39% by Mr. Zhou and Ms. Yi Huarong. Tongyi No. 6 was directly and wholly owned by Tongyi No. 17, which was directly held as to 55% and 45% by Mr.
Zhou and Ms. Yi Huarong.
2. Including the subsidiaries depicted in this chart, our Company has 73 subsidiaries established in various jurisdictions as of the Latest Practica ble Date.
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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
3. As of the Latest Practicable Date, it is owned as to 6.92% by Shenzhen Woxin No. 2 Venture Capital Partnership (Limited Partnership) (Υྫ), 6.27% by
Shenzhen Woxin No. 1 Venture Capital Partnership (Limited Partnership) (Υྫ), 3.72% by Shenzhen Woxin No. 5 Venture Capital Partnership (Limited
Partnership) (Υྫ), 3.42% by Shenzhen Woxin No. 3 Venture Capital Partnership (Limited Partnership) (Υྫ),
0.43% by Shenzhen Woxin No. 6 Investment Partnership (Limited Partnership) (Υྫ), 2.28% by our executive Director Mr. Zhou, and 0.25% by our executive Director,
Ms. Yi Huarong. Shenzhen Woxin No. 2 Venture Capital Partnership (Limited Partnership) (Υྫ) is beneficially owned as to approximately 5.20% by Huping
(̻), 3.38% by Peng Huibin (ు౉ж) ,5 . 0 7 %b yL iY a n h u i(ҽ䝙ሾ), 2.53% by Gao Yufeng (ࢤ2.53% by Gao Chenghua (ശ), 2.53% by Zhong Jincheng (۬ږ0.84% by Ma Pengfei (࠭,)
0.84% by Huang Lulu (රⶨⶨ), 1.18% by Kong Jianjun (ࠏܔand 1.86% by Qi Xinghua (ጳശ), all of whom are directors, supervisors or general managers in certain of our subsidiaries. Shenzhen Woxin
No. 1 Venture Capital Partnership (Limited Partnership) (Υྫ) is beneficially owned as to approximately 5.59% by Zhang Weibo (ت5.59% by Zhang
Qiang (ੵ੶), 2.79% by Wang Yuming (׼)
2.61% by Zhou Bailian ( մͣᇳ), 1.49% by Ma Pengfei (࠭)
5.59% by Lei Xueyin ( ཤኪვ) ,a n d5 . 5 9 %b yK o n gJ i a n j u n(ࠏܔall of whom are
directors or supervisors or general managers in certain of our subsidiaries. Shenzhen Woxin No. 5 Venture Capital Partnership (Limited Partnership)(Υྫ)i s
beneficially owned as to approximately 3.56% by Ma Pengfei (࠭1.12% by Huping (̻), 1.02% by Lei Xueyin (ཤኪვ), 1.02% by Zhang Qiang (ੵ੶), 0.18% by Qi Xinghua (ጳശ), 0.56% by Kong
Jianjun (ࠏܔall of whom are directors, general managers or supervisors in certain of our subsidiaries. Shenzhen Woxin No. 3 Venture Capital Partnership (Limited Partnership) (ଉέ̹Ӝอ䂋໮௴ุҳ༟Ϟ
Υྫ) is beneficially owned as to approximately 3.42% by Shao Bibo (ت1.71% by Qi Chunjie (؏݆1.71% by our executive Director Deng Yan (቎䝙), 3.42% by Kong Meng (ˆ
ႆ), 1.71% by Chen Mianxing (݋3.12% by Ma Pengfei (࠭1.91% by Lei Xueyin (ཤኪვ), 5.13% by Huping (̻), 0.20% by Kong Jianjun (ࠏܔand 0.20% by Zhang Qiang (ੵ੶),a l lo f
whom are directors or supervisors in certain of our subsidiaries. Shenzhen Woxin No. 6 Investment Partnership (Limited Partnership) (Υྫ) is beneficially owned as to
approximately 13.79% by Zhang Weibo (ت5.52% by Ma Pengfei (࠭2.76% by Li Yanhui (ҽ䝙ሾ), and 1.38% by Qi Xinghua (ጳശ) , all of whom are directors, general managers or supervisors
in certain of our subsidiaries. To the best knowledge of the Company, each of the remaining shareholders is an Independent Third Party.
4. As of the Latest Practicable Date, it is owned as to 27.1% by its director and general manager, Huang Rui ( රြ), and 10% by Shenzhen Huaju Technology Venture Capital Partnership (Limited
Partnership) (Υྫ), Shenzhen Huaju Technology Venture Capital Partnership (Limited Partnership) (Υྫ)i s
beneficially owned as to 0.22% by its general partner, Wang Yuming (׼a director and general manager of certain of our subsidiaries and 37.4% by Huang Rui ( 䔔ြ). To the best knowledge of
the Company, each of the remaining shareholders is an Independent Third Party.
5. To the best knowledge of the Company, as of the Latest Practicable Date, it is listed on the National Equities Exchange and Quotation (stock code: 831 474) and is owned as to approximately 11.31% by
Jiang Mingshu (ૺ), 2.67% by Shanghai Xinwo Investment Management Center (Limited Partnership) (Υྫ), 0.93% by Shanghai Keter’s director Shi Yuzheng ( ̦
ρ͍), 0.83% by Hou Liming (׼0.49% by Ren Jingzhu (ݒ0.40% by Zhang Jing ( ੵዽ), 0.11% by Xu Wengen (࣬0.10% by Han Baohua (ശ) and other shareholders. Shanghai
Xinwo Investment Management Center (Limited Partnership) (Υྫ  ) is beneficially owned as to approxiamately 9.22% by Zhao Guangjing 	Ⴛᄿ຾), and 6.15% by
Zhang Lifang ( ੵᘆঙ), both of whom are directors, general managers or supervisors in certain of our subsidiaries, 4.10% by Shanghai Keter’s supervisors Zang Yufeng ( ၼԃቜ), 2.87% by Cao Jun ( ૎
ڲa general manager of one of our subsidiaries. To the best of the Company’s knowledge, save for their interests therein, and Shi Yuzheng ̦ρ͍, Zhao Guangjing ( Ⴛᄿ຾) and Zhang Lifang ( ੵ
ᘆঙ)’s directorship position in our subsidiaries, they are Independent Third Parties. To the best knowledge of the Company, each of the remaining shareh olders is an Independent Third Party.
6. As of the Latest Practicable Date, it is owned as to 4.16% by Dongguan Jinhuihuang Urban Renewal Equity Investment Co., Ltd.ʮ̡, 0.39% by Shenzhen
Lechuang No.1 Investment Partnership (Limited Partnership) (Υྫ), 0.22% by Huizhou Lerong No.2 Enterprise Management Consulting Partnership (Limited
Partnership) (Υྫ), 0.39% by Shenzhen Lechuang No.2 Investment Partnership (Limited Partnership) (Υྫ),
0.17% by Shenzhen Lechuang No.3 Investment Partnership (Limited Partnership) (Υྫ), 0.33% by Huizhou Lerong No.1 Enterprise Management Consulting
Partnership (Limited Partnership) (Υྫ), and 0.08% by Huizhou Lerong No.3 Enterprise Management Consulting Partnership (Limited Partnership)
(Υྫ). Dongguan Jinhuihuang Urban Renewal Equity Investment Co., Ltd.ʮ̡ is beneficially owned as to 50%
each by Mr. Zhou and Ms. Yi Huarong, our executive Directors. Shenzhen Lechuang No.1 Investment Partnership (Limited Partnership) (Υྫ) is beneficially
owned as to approximately 18.52% by Hu Ping (̻), and 12.35% by Zhong Jincheng (۬ږall of whom are directors or supervisors in certain of our subsidiaries. Huizhou Lerong No.2 Enterprise
Management Consulting Partnership (Limited Partnership) (Υྫ) is beneficially owned as to approximately 27.88% by Ma Pengyu ( ৵ᘄρ), a general
manager of one of our subsidiary. Shenzhen Lechuang No.2 Investment Partnership (Limited Partnership) (Υྫ) is beneficially owned as to approximately 4.19%
by Chen Jiaxu ( ௓ᬞϛ), 20.96% by Zhang Weibo (تand 8.39% by Wang Yuming (׼all of whom are directors, general managers or supervisors in certain of our subsidiaries. Shenzhen
Lechuang No.3 Investment Partnership (Limited Partnership) (Υྫ ) is beneficially owned as to approximately 9.30% by our executive Director, Mr. Liu Zhanli
(ᄎ̕ଣ), 4.65% by Kong Meng ( ˆႆ) and 4.65% by Shao Bibo (تboth of whom are directors and general managers in certain of our subsidiaries. Huizhou Lerong No.1 Enterprise Management
Consulting Partnership (Limited Partnership) (Υྫ) is beneficially owned as to approximately 8.98% by our executive Director Xia Chunliang (ڥ݆ࢀ,)
and 12.14% by Li Yanhui ( ҽ䝙ሾ), who is a director and general manager in certain of our subsidiaries. To the best knowledge of the Company, each of the remaining shareholders is an In dependent
Third Party.
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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
Shareholding and corporate structure immediately after the Global Offering
The following chart depicts our simplified corporate and shareholding structure immediately following the completion of the Global Offering (with out taking
into account any A Shares to be issued upon exercise of the share options granted under the 2025 Share Option Scheme):
HK Woer
100%
100%
94.32%
36.44%
42.32%
76.71% 100% 100%
100%
62.90% 100%100% 100%
Huizhou LTK(6)
Changzhou LTK
Changzhou Woer Shanghai Lante Woer New
Energy(3) CYG Electronics Qingdao Wind
Power Shenzhen Orbit(4) Shenzhen
Heat-Shrinkable
Shanghai Keter(5)
Dongguan
Changyuan
Shanghai
Changyuan
100%
Our Company(2)
Mr. Zhou(1)
9.97%
Other A
Shareholders
76.46%
Tongyi Fund
(1)
3.57%
H Shareholders
10.00%
Notes (1) to (6): Please refer to the details on the preceding pages.
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BUSINESS
OVERVIEW
About Us
Our principal business consists of : (i) electronic communications business, which involves the
development, manufacture, and sale of (a) telecoms cable products, including high-speed copper cables,
consumer and industrial electronic cables, and (b) electronic materials; (ii) electrical power transmission
business, comprising the development, manufacture, and sale of (a) NEV power transmission products including
NEV charging products and power battery safety protection products as well as (b) electrical cable accessories;
and (iii) other businesses, mainly including our wind power operations. In particular, during the Track Record
Period, the sales of our heat-shrinkable materials accounted for the vast majority of the revenue from our
electronic materials.
According to F&S, in terms of global revenue in 2024 we ranked fifth among the manufacturers of telecoms
cables, holding a global market share of 12.7%. We ranked first in the global heat-shrinkable materials industry,
with a global market share of 20.6% in terms of global revenue in 2024. We ranked ninth in the global NEV
power transmission products industry, holding a global market share of 1.9%, in terms of global revenue in 2024.
We ranked seventh in the global electrical cable accessories industry, holding a global market share of 2.5%, in
terms of global revenue in 2024.
We believe these achievements stem from our continuous investment in product innovation. As of
September 30, 2025, we held 547 invention patents. Leveraging our well-recognized product quality and leading
market position, we have achieved strong growth during the Track Record Period. Based on financial reports
prepared in accordance with IFRS Accounting Standards, our revenue grew from RMB5,336.6 million in 2022,
to RMB5,718.8 million in 2023 and further to RMB6,920.1 million in 2024; our net profit grew from RMB660.2
million in 2022, to RMB757.7 million in 2023 and further to RMB920.5 million in 2024. In the nine months
ended September 30, 2025, our revenue and net profit amounted RMB6,076.7 million and RMB883.3 million,
respectively.
Key Achievements in relation to the Telecoms Industry
Along value chain of relevant industries, we stay in the midstream sector, being a manufacturer of products
used by downstream consumers, including (i) computing centers, cloud computing, HPC and 5G equipment that
use telecoms cables; and (ii) enterprises engaging in industries like power, aerospace, electronics,
telecommunications, petrochemical, medical, shipbuilding and rail transportation who demands heat-shrinkable
tubes and related products manufactured through extrusion, irradiation crosslinking, and thermal shaping.
• High-speed copper cables, enable high-speed connection between the functional modules in computing
centers, increasing intra-cluster data transfer efficiency while ensuring optimized energy consumption
and strong reliability. This effectively promoted the rapid deployment of quality infrastructure, driving
the expansive application of LLMs across different industries. Our high-speed copper cables have been
certified and admitted to be used for computing servers of several globally leading AI enterprises with
strong GPU designing or manufacturing capability, which ensures stable and quality signal
transmission between different GPUs, therefore allowing its infrastructure to realize its full potential.
According to F&S, we are the second largest manufacturer and the largest China-based manufacturer of
high-speed copper cables on global revenue in 2024, claiming 24.2% of the global market share.
• According to F&S, we ranked first in the global heat-shrinkable materials industry, with a 20.6%
global market share in terms of global revenue in 2024; and we held a 58.5% China market share in
terms of China revenue in 2024 and maintaining an absolute leading position in China. Heated during
installation, our tubings shrink to conform to virtually any shape, providing dependable insulation,
mechanical robustness, strain relief, as well as esthetic appeal, to significantly withstand challenges in
harsh environments, such as collision and abrasion, pollution and contamination, UV-light, as well as
extreme temperature and humidity conditions.
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BUSINESS
Key Achievements in relation to Electrical Power Transmission Industries
Along value chain of relevant industries, we stay in the midstream sector, being a manufacturer of products
used by downstream consumers, including (i) charging facility operators, NEV manufacturers and energy
management platforms that use AC and DC charging guns products and (ii) companies engaging in the power
and transportation sectors who demands for cable accessories products that can effectively ensure safe and
quality performance in diverse environmental and application requirement
• Our NEV power transmission products provide high-performance electrical products to NEVs. These
products have been widely adopted by many leading automakers in China and around the world, as
well as many ultra-fast charging station operators enjoying strong market share in China. According to
F&S, we are the largest NEV DC charging gun manufacturer in terms of China revenue in 2024, with a
China market share of 41.7%.
• Through offering electrical cable accessories products, we provide customers with power transmission
products for critical energy infrastructure, including high-voltage power grids and nuclear power
plants, featuring high-performance, highly safety and strong reliability. As of the Latest Practicable
Date, our products had been adopted by many leading power enterprises in China, including two largest
power grid operators, a leading nuclear power plant operator and a leading power producer. According
to F&S, we ranked first among manufacturers of cable accessories in terms of China revenue in 2024,
claiming a China market share of 10.6%.
Financial Performance
Based on financial reports prepared in accordance with IFRS Accounting Standards, in 2022, 2023, 2024 and
the nine months ended September 30, 2025, our revenue were RMB5,336.6 million, RMB5,718.8 million,
RMB6,920.1 million and RMB6,076.7 million, respectively; our net profit amounted to RMB660.2 million,
RMB757.7 million, RMB920.5 million and RMB883.3 million, respectively; and our return on equity amounted to
14.8%, 14.8%, 15.9% and 14.0%, respectively.
We have always maintained a stable cash flow position. In 2022, 2023, 2024 and the nine months ended
September 30, 2025, our net cash generated from operating activities was RMB1,035.8 million,
RMB860.1 million, RMB942.9 million and RMB886.3 million, respectively.
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BUSINESS
The following table sets out our continuous innovation capabilities and achievements:
Electronic Communications
Business
Electrical Power Transmission
Product Business
2004
2009
2010
2014
2016
2017
2018
2023
2022
2024
2025
National 863 Program “75-meter-long
high-temperature superconducting cable” project
won the second prize of China Machinery
Industry Science and Technology Award
Developed and mass-applied the 500A high-current
metal connector; and Hualong One 1E-Class
Heat-Shrinkable Cable Accessory was awarded the
Third Prize in Science and Technology by the China
Nuclear Energy Association
Launched the 1,000A/1,500V mega-watt
liquid-cooled charging guns
Developed 500A high-power liquid-cooled
charging gun, and participated in the pre-research
of  high-power charging technology and standards
for NEVs in China
Developed and mass-applied 250A GB/T DC
charging guns
Crosslinked heat-shrinkable tubing products
was awarded Shenzhen Science and
Technology Progress Award
Products including “Environmentally friendly
flame-retardant cross-linked polyolefin
heat-shrinkable marker tubing” were
recognized as “Guangdong Province
Indigenous Innovation Products 2010”
(2010
“CEHS1000 series heat-shrinkable insulation
tubing” was certified by a leading Chinese
aircraft manufacturer
Completed the development and commenced
the mass production of 100G multi-channel
high-speed copper cables
Completed the development and commenced the
mass production of 224G single-channel
high-speed copper cables; commenced the mass
production of 800G multi-channel high-speed
copper cables; and completed the development of
1600G multi-channel high-speed copper cables,
20G in-vehicle coaxial cable and 1G and 10G
hybrid in-vehicle Ethernet cables.
Completed the development of nuclear safety
(1E-class) cable accessory with the lifespan of
80 years
Commenced the mass production of 400G
multi-channel high-speed copper cables and
completed the development of heat-shrinkable
medical tubing
Completed the development of 800G
multi-channel high-speed copper cables, 25G
Ethernet automotive cables and 150°C dual wall
tubings
The 330kV and 500kV ultra-high voltage cable
accessories independently designed and developed
by us have successfully passed the pre-qualification
test in the Power Industry Electrical Equipment
Quality Inspection and Testing Center; and
completed the development of rated current 800A
high-power oil-cooled DC charging guns
2020 Our 3rd Generation Nuclear Power 1E-Class
Heat-Shrinkable Cable Accessory was awarded
the Second Prize for Scientific and Technological
Progress by the Shenzhen Municipal Government
Sustainable Development Measures
We are committed to advancing sustainable development through rigorous ESG practices, integrating
environmental responsibility across our operations. In particular, we invested in building green supply chain
system, including continuously optimizing our supply chain network and layout, monitoring ecological impacts,
and ensuring cooperating enterprises to meet strict sustainability standards, through which, we keep minimizing
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our environmental footprint. Our product design embeds circular economy principles, while our manufacturing
process prioritizes energy efficiency, waste reduction and closed-loop material recycling. We reduce carbon
emissions by utilizing existing wind power stations, installing rooftop photovoltaics and energy storage projects
in factory areas, and monitoring energy consumption data through facility management systems to optimize
energy scheduling and energy-saving management, comprehensively practicing green development in all aspects.
COMPETITIVE STRENGTHS
We are one of the largest manufacturers of telecoms products and heat-shrinkable materials in the world.
We are one of the largest manufacturers of heat-shrinkable materials and telecoms cable products in the
world, enjoying rapid growth in line with strong expansion of high-speed data communication and electrical
power transmission industries in recent years. We had a successful track record of taking the lead in launching
premium products, exhibiting outstanding technology commercialization by leveraging our advanced proprietary
and patented technologies. We own several renowned brands, such as WOER and LTK, which enjoy strong
customer reputation and trust.
Our high-speed copper cables facilitate high-performance interconnect for computing centers, effectively
balancing data transmission performance and cost associated with high-speed connection between functional
modules in computing centers, increasing intra-cluster data transfer efficiency while ensuring optimized energy
consumption and strong reliability. Our high-speed copper cables have been certified and admitted to be used for
computing servers of several global leading AI enterprises with strong GPU designing or manufacturing
capability, which ensures stable and quality signal transmission between different GPUs, therefore allowing its
infrastructure to realize its full potential. According to F&S, we are the second largest manufacturer and the
largest China-based manufacturer of high-speed copper cables on global revenue in 2024, claiming 24.2% of the
global market share.
According to F&S, we ranked first in the global heat-shrinkable materials industry, with a 20.6% global
market share in terms of global revenue in 2024; and we held a 58.5% China market share in terms of China
revenue in 2024 and maintaining a leading position in China. Our NEV power transmission products offer high-
performance fast-charging products, and have been widely adopted by many globally renowned automakers.
Our electrical cable accessories products deliver high-performance, ultra-secure products for high-voltage
grids and nuclear power plants. In particular, in line with wide deployment of power-intensive industries like AI
computing and NEVs, power networks face challenges associated with extreme load fluctuations, overlapping
peak-valley demands, and stringent requirements for electromagnetic shielding, isolation, and thermal
management. Our advanced power transmission products are engineered to meet these demands, ensuring
resilience and safety of the grid. Leveraging our strong technology capability and high product quality, our
products have been widely adopted by industry players in China, including two largest power grid operators, a
leading nuclear power plant operator and a leading power producer. According to F&S, we ranked first among
manufacturers of cable accessories in terms of China revenue in 2024, claiming a China market share of 10.6%.
We take efforts to study customers’ unmet or underserved needs, as well as development bottlenecks. Once
these challenges are recognized, we can quickly leverage our strong technological capabilities and R&D
resources to develop high-value products that directly address these needs. This allow us to achieve the dynamic
balance between launching new products and capturing market demands. Our strong technology capability, quick
product development and iteration strength, and lean manufacturing techniques enable us to repeatedly launch
well-received products in new application scenarios in relation to high-speed data communication and power
transmission, including aviation, medical, automotive, and marine applications, continuously achieving
successful technology commercialization. In particular, we completed the development and commenced mass
production of 100G multi-channel high-speed copper cables in 2017 and have continuously improved data
transmission rates since then, maintaining our position as an industry technology leader.
Our leading industry position enables us to achieve commercialization ahead of competitors, strengthening
our competitive advantages while enhancing customer loyalty. In addition, this allows us to quickly seize future
growth opportunities to rapidly achieve business expansion.
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We possess strong technology R&D capabilities focusing on high-speed data communication and power
transmission related industries and have continuously launched a broad range of well-received innovative
products.
We have established a strong in-house R&D team with cross-discipline academic background and rich
cross-industry experience, which comprised over 880 staff as of September 30, 2025. In addition, we have
strategically deployed R&D teams in select cities with close proximity to regions where strategic customers are
located in, including Shenzhen, Shanghai and Huizhou, allowing us to collaborate closely with customers while
attracting top talent from various areas. In particular, we set a regular program to identify and promote talented
technicians into our R&D team, through which we created a dynamic mechanism where practical experience in
handling real-world conditions and know-hows in relation to mass production, could be seamlessly and
efficiently merged with our pioneering R&D projects.
We invested in developing advanced facilities and engaging latest R&D equipment. For instance, our
WOER Lab owns a fully-shielded high-voltage test hall. It is the largest research facility of its kind in Southern
China’s cable industry. Staffed by certified testing personnel trained and qualified by national authorities, this lab
operates many world-class equipment constituting multiple sophisticated test systems. This grants us end-to-end
R&D capabilities spanning new materials, structural innovations, process improvements and equipment
development. We also collaborate with well-recognized institutions and leading industry players to enhance
R&D efforts and developing key process equipment, through which we managed to continuously enhance
production automation and refine lean manufacturing process, driving higher yield rates and operational
efficiency across our production lines. During the Track Record Period, we recorded research and development
expenses of RMB305.8 million, RMB310.0 million, RMB348.7 million and RMB325.7 million, respectively.
We have an extensive intellectual property portfolio. As of September 30, 2025, we held 540 invention
patents, 1,490 utility model patents, 140 design patents, 730 registered trademarks and 82 software copyrights in
China. As of the same date, we held seven patents and 170 registered trademarks in overseas jurisdictions,
including the U.S., Japan and Europe. In addition, in recognition of our strong technological capabilities and
leading industry position, we have been invited to participate in the formulation of 29 national standards and
39 industry standards, as of the same date. While investing in improving our agility in product innovation, we
place safety, reliability, and high performance of end products as key parameters of our R&D work. As of the
Latest Practicable Date, we have obtained certifications for quality and safety management systems such as
ISO9001, IATF16949 and UL certification.
Leveraging our comprehensive technological capabilities, we have developed core materials and critical
components in relation to high-speed data communication and power technologies, enabling us to deliver
industry-leading products, including:
• Electronic Communications Products . We focus on high-speed copper cables and own all core
technologies. Our key technological milestones include:
• 2017: Completed the development and commenced the mass production of 100G multi-
channel high-speed copper cables.
• 2019: Completed the development of 400G multi-channel high-speed copper cables.
• 2023: Completed the development of 800G multi-channel high-speed copper cables.
• 2024: Completed the development and commenced the mass production of 224G single-
channel high-speed copper cables; and completed the development of 1600G multi-channel
high-speed copper cables, 20G in-vehicle coaxial cable and 1G and 10G hybrid in-vehicle
Ethernet cables.
As of the Latest Practicable Date, our 800G high-speed copper cable products have passed
customer qualification and commenced mass production, while 224G single-channel copper
cables have achieved batch delivery, underscoring our deep technical expertise and performance
leadership in the high-speed copper cable sector.
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In addition, we have successfully brought our electronic material products into more diversified
markets, including those with advanced technology standards and demand stringent specifications,
including aviation, medical, automotive, and marine applications. Notable breakthroughs in high-
performance product deployment include N80500 room-temperature marking tapes used in
aviation industry, ultra-thin medical heat-shrinkable tubing for medical applications, and 150°C
dual-wall tubing for high-temperature environments in automotive industries. In particular, we
were among the first heat-shrinkable material manufacturers to be listed in the qualified supplier
directory of a leading Chinese aircraft manufacturer. Our products provided to the aircraft
manufacturer have all received SGS test reports, proving that such products comply with the
stringent product standards of this aircraft manufacturer, fully exhibiting our technology strength
and high quality. SGS is a Swiss multinational company headquartered in Geneva and a leading
provider of inspection, verification, testing and certification services.
• Electrical Power Transmission Products . Our self-developed megawatt-level high-power
liquid-cooled charging guns feature a maximum operating current of 1,000A and a maximum
voltage rating of 1,500V. As of the Latest Practicable Date, we are in the process of developing
innovative charging gun products carrying improved charging power and better performance in
order to address evolving customer needs. Our electrical cable accessories products have also
achieved breakthroughs in nuclear power and offshore wind power sectors. For instance, in
collaboration with a leading third party research institute in China, we completed the national
major science and technology project “Development of 1E-Class Cable Joints and Terminal Kits
for Harsh Environments,” which has passed the comprehensive performance evaluation organized
by the National Energy Administration in China in 2022, laying a solid foundation for further
advancement for high-performance power transmission technology. Furthermore, our 220kV
submarine cable accessories have passed type test, and 72.5kV transformer outlet bushings have
been successfully deployed in offshore wind power projects, fully exhibiting our strong
technology and engineer service capability.
The extensive application of our electronic communications and electrical power transmission products
allowed us to accumulate rich industry insight and practical experience. This has further enhanced our ability to
consistently identify new technology development trend and launch successful new products accordingly, further
improving the agility of our R&D capabilities.
Our ever-expanding comprehensive product portfolio allows us to enhance customer loyalty and capture
evolving market demands.
We offer a diversified product portfolio, delivering one-stop products for diverse customers across the
supply chain to meet customized requirements. This enables customers in various sectors of the industrial supply
chain, as well as those with unique batch production requirements, to conveniently select the products they need,
all with consistent technology and quality assurance. By doing so, we have established and kept enhancing deep
cooperation relationship with customers along the supply chain of different industries. In addition, this integrated
product development strategy allows us to enhance profitability by effectively improving cross-product synergies
in terms of manufacturing cost control, while enhancing our competitive edges over industry peers.
• Telecoms Cable Products . We have been steadily expanding our presence in the high-speed copper
cables and accessories market, with a particular focus on, and a prominent industry position in, cables
and critical function component widely used in information technology infrastructure. These include
computing centers, electric vehicles, autonomous systems, robotics, as well as smart consumer
electronics. This demonstrates our strong technological capability to address industry-specific and
component-specific demands. Our high-speed copper cable products cover a broad range of
specifications, including single-channel 28G, 56G, 112G, 224G, and multi-channel 100G, 400G, 800G
and 1600G, serving diverse needs of customers in various application scenarios. In the meantime, we
are investing in innovative single-channel and multi-channel high-speed copper cables with higher
transmission rate to meet evolving market demand while maintaining our leading market positions.
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• Electronic Material Products . We offer heat-shrinkable tubing and tapes in a variety of materials,
colors and sizes, designed to realize and optimize high-performance power and signal transmission. In
particular, by producing tubing products with different specifications, highly flexible or semi-rigid,
which are designed for operation in high- or low-temperature environments, halogen-free and/or flame-
retardant, we become the one-stop platform for customers across many mission-critical industries,
including NEVs, power infrastructure, rail transit, telecom, aerospace, and medical applications.
• NEV Power Transmission Products . We are committed to developing a full-chain NEV charging
product portfolio ranging from basic materials to charging guns. We have developed products such as
basic materials, wires, connectors, charging stations, and charging guns, providing one-stop electrical
products for many leading NEV industry players in China and around the world.
• Electrical Cable Accessories Products . We offer a comprehensive product portfolio, comprising a
wide range of polymeric, ceramic insulators and composite insulators and surge arresters, terminals,
tubing and joints, serving customers in many mission-critical industries, including power generation,
power distribution, complete equipment, rail transit, metallurgical mines, petrochemicals, high-speed
rail, marine and aerospace. In addition, while further strengthening our market advantages in the
traditional medium- and low-voltage segments, we keep deepening our penetration in high-voltage and
ultra-high-voltage markets. In the field of high-voltage cable accessories, we have established full
coverage on products serving voltage range between 66kV and 500kV. Our cold-shrinkable and heat-
shrinkable cable accessory products can serve 1kV to 35kV voltage range and cover indoor terminals,
outdoor terminals and intermediate joints. We offer both European and American standard products
and can provide customized products for the inlet and outlet connections of high-voltage cables and
electrical equipment.
Benefiting from our full-chain product matrix and vertically integrated business model, we can continuously
attract new customers to use our products and expand our market share.
We enjoy diversified customer portfolio featuring outstanding long-term business relationship and robust
growth potential.
Human society has been undergoing a digital revolution driven by AI as its core accelerator, and an energy
revolution powered by renewable technologies and electrification. The AI-driven digital revolution, marked by
rapid development of infrastructure like computing centers and accelerated adoption of applications like
autonomous driving vehicles, has created substantial new market opportunities for the electronics and telecoms
industries. In the meantime, the energy transition centered on alternative energies is fundamentally transforming
and reshaping the power “generation—transmission—utilization” value chain, promoting quick growth in
alternative energies.
In the above-mentioned fields, we have a large base of industry leading customers with strong loyalty. We
have established and been continuously enhancing long-term and in-depth strategic cooperation relationship with
global recognized AI and telecoms enterprises, NEV manufacturers, and energy and power companies. These
customers represent application of the latest technologies, influence prevailing market trend, and command
significant production scale and market share, leading the development of global digital and energy revolutions.
We invest in building long-term business relationships with customers by collaborating with them to develop
products that can meet their specific function needs, through which we have successfully integrated our high-speed
data communication and power transmission products into the supply chain system of many globally leading
enterprises. Our achievements in passing the certification of these global leading enterprise fully exhibited our
strong technology capability and high quality. In particular, for industries featuring sophisticated and extended
supply chain like NEVs and advanced telecoms devices, suppliers face a rigorous dual-approval requirement, where
they shall obtain certification from both immediate purchasers and final product manufacturers, further increasing
switching costs, which include considerable time commitments, material expenditures and production line
downtime. Furthermore, by continuously accumulating valuable know-how and optimizing process through offering
customized manufacturing services for customers, we strengthen our technological differentiation and industry
credibility, progressively deepening our penetration across supply chains.
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In particular, through the trust established by our long-term and in-depth cooperation with leading
customers, such as a global leader in interconnect solutions, we have effectively assisted the expansion of its
telecoms business by we continuously provide R&D and customized manufacturing services focusing on high-
speed copper cable products. Capitalizing on our technology capability and rich experience accumulated therein,
our high-speed copper cables have been certified and admitted to be used for computing servers of several global
leading AI enterprises with strong GPU designing or manufacturing capability, which ensures stable and quality
data transmission between different GPUs, therefore allowing its infrastructure to realize its full potential.
According to F&S, we are the second largest manufacturer and the largest China-based manufacturer of high-
speed copper cables on global revenue in 2024, claiming 24.2% of the global market share.
We believe our long-term cooperation relationship and the solid technology-backed integration and
collaboration can ensure the establishment of a symbiotic effect that fosters mutual trusts and shared success.
Our manufacturing and supply chain system with global vision and reach allows us to achieve fast and
large-scale delivery while maintaining cost advantages.
We are committed to developing and continuously enhancing production processes and advanced equipment
that can facilitate rapid and stable mass production at optimized costs, as well as related supply chain system to
support such production model. We consider this crucial for us to secure early mover advantage in the market of
high-speed data communication and power transmission. In particular, we consider the following factors critical
to our success in achieving production efficiency and cost reduction:
• Lean Manufacturing Capability . We invested in developing and/or fine tuning key process
equipment through our in-house R&D efforts to achieve optimization of production processes and
production line layouts. This allows us to ensure high precision manufacturing while reducing
production costs. We operate one of the largest irradiation production clusters in China and have
successfully commissioned one of the largest key production equipment clusters for high-speed copper
cables in China. By collaborating with premium suppliers of critical equipment in China and overseas,
we continuously enhance the automation level of production equipment, implement lean manufacturing
improvements, strengthen product quality control, and ensure the safety and consistency of production.
Meanwhile, by fully leveraging the scale and synergy advantages of our plant network in China and
overseas, as well as optimizing production planning, we can effectively control production costs and
optimize product delivery cycles.
• Well-established Overseas Production Capability. Our first overseas production facility, our
Vietnam LTK Plant, commenced construction in 2019 and have commenced production in October
2019. As of September 30, 2025, this plant has evolved into an advanced manufacturing base, offering
premium product quality with yield rate comparable to international advanced standards. As of the
Latest Practicable Date, products manufactured at our Vietnam LTK Plant have been sold to and
deployed by several leading companies in industries such as high-speed data communications,
automotive, medical and consumer electronics. The rapid commencement of production and smooth
operation of our plant in Vietnam has enabled us to accumulate extensive experience in overseas
production operations, laying a solid foundation for our subsequent expansion of overseas production.
• Intelligent Manufacturing and Digital Production Process Control. We invested in digitalization of
the entire work flow to ensure data-driven task dispatch, real time supervision on equipment
performance and reduce human errors. We also introduce advanced hardware that can properly handle
repeated work stream in a highly automated and efficient manner, such as defect inspection, select
manufacturing procedure, logistics and transportation of raw materials/components between production
lines. In addition, we invested in utilizing technology and equipment that can complete tasks in a
highly automated way, such as heat-shrinkable tube printing and automatic inkjet coding control,
continuously improving our production efficiency. Broad adoption of digitalization further allows us to
benefit from data technology, where we may quickly analyze massive historical and real-time data to
accurately predict and respond to, inventory needs, purchase order settlement status and production
progress, thus further enhancing our cost control and profitability. In addition, we actively promote the
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development and implementation of application systems, bringing transparent and paperless
management on relevant business operations, while allowing our management to view visualized
presentation on business progress on a real-time basis.
• Stringent Quality Control System. We have been committed to establishing and implementing
stringent quality control system in line with applicable international or industry standards, while setting
specific groups of quality parameters and product performance indicators for different types of
products and/or specific customers. We have a comprehensive quality control system, supported by
complete international certifications and industry access qualifications. Our products hold relevant
international certifications, such as UL, TÜV and CE certifications, as well as the nuclear power
1E-class qualification and radiation safety license, earning deep trust from customers.
• Stable and Optimized Supply Chain System. We have built a robust and efficient supply chain through
digital transformation and continuous optimization. By implementing a supplier relationship management
system, we enable data-driven procurement processes, competitive supplier bidding, and centralized
sourcing to maximize cost efficiency. Through digital management and efficient sourcing, we
competitively select preferred suppliers and leverage centralized procurement advantages to control costs
and enhance efficiency in the procurement process. Leveraging economies of scale in bulk purchasing, we
secure optimal pricing and terms while maintaining stringent quality standards. This integrated approach
enhances supply chain resilience and delivers significant cost savings across our operations.
Led by our visionary and seasoned founder, we are highly committed to technology development and
product innovation.
Our founder, executive Director and chairman, Mr. Zhou, holds a senior engineering title and graduated
from the Changchun Institute of Applied Chemistry, Chinese Academy of Sciences, with a specialization in
polymer science. With over 40 years of industry experience, Mr. Zhou pioneered and led the industrialization of
heat-shrinkable materials in China. Under his leadership, our Group grew to become the world’s largest provider
in this field. Through Mr. Zhou’s long-standing guidance, we have cultivated a technology-driven corporate
culture that attracts and develops a large cohort of young engineers with innovation spirit and interdisciplinary
expertise, enabling us to achieve continuous technological breakthroughs in the high-speed data communication
and electrical power transmission industry. Under his guidance and through our continuous efforts, we have
established a strong in-house R&D team with cross-discipline academic background and rich cross-industry
experience, which comprised over 880 staff as of September 30, 2025. Within this team, over 190 staff hold
master’s degrees or above. In particular, we set a regular program to identify and promote talented technicians
into our R&D team, through which we managed to create a dynamic mechanism where practical experience and
know-hows in relation to mass production could be seamlessly and efficiently merged with our pioneering R&D
projects. This corporate culture, which places a high value on R&D capabilities, has laid a solid foundation for
our sustainable development.
DEVELOPMENT STRATEGIES
Focus on high-speed data communication and electrical power transmission, with continued investment in
R&D to enhance new-product development and product competitiveness.
Driven by the transition to alternative energy and the advancement of AI, end-users’ demand for both the
volume and performance of data communication and electrical power transmission materials and components is
expected to rise substantially. We intend to continue to investing in our R&D in order to capture this growth
opportunity and meet evolving customer requirements.
We will further consolidate and extend our leadership in the field of high-speed data communication and
electrical power transmission materials by researching and developing innovative single-channel 448G and
multi-channel 3200G (3.2T) high-speed copper cables, lightweight, novel-material, recyclable cable accessories,
higher-power, megawatt-class charging guns; and more environmentally friendly high-speed data-
communication and electrical power transmission materials based on innovative compound formulations and
advanced manufacturing processes.
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We also plan to invest in complementary high-speed data communication and electrical power-transmission
cable and component technologies that are co-designed and optimized with our self-developed new materials.
This will further enrich our technology reserves and enhance the speed, efficiency, stability and safety of our data
communication and power transmission products, while enabling full-lifecycle product traceability and
automated fault-diagnosis capabilities.
We are also committed to attracting renowned industry R&D experts to strengthen our capabilities in
developing high-speed data communication and electrical power transmission materials and components.
Optimize global production capacity prudently and orderly in response to market demand.
To satisfy rapidly growing downstream demand, we plan to further expand our global footprint. In line with
our business expansion strategy, we plan to expand the scale of our manufacturing bases. For example, we plan
to establish a new plant in Malaysia. For details, please see “— Our Production — Our Manufacturing Bases.”
These measures will enable us to enhance our global operations, situate closer to local natural resources and key
raw materials, and diversify geopolitical risk.
Moreover, we plan to invest in the development of new manufacturing technologies, the R&D and
installation of advanced equipment and machinery, and the optimization of production processes and techniques.
In recent years, we have implemented multiple initiatives to enhance production efficiency, and we aim to further
reduce raw material consumption per watt-hour through continuous efficiency improvements. As we accumulate
lean-manufacturing expertise for high-speed data communication and electrical power transmission materials and
components, our workforce will become increasingly proficient in production line operations and management,
thereby driving further efficiency gains and cost reductions.
Expand sales network and maintain long-term strategic cooperation relationship.
We intend to further consolidate and develop our relationships with customers in the AI computing power,
NEV, electric power, and rail transportation industries, while also cultivating cooperation relationships in
aerospace, healthcare and other industries. Through these efforts, we will build a robust ecosystem of customers
and continuously expand our sales channels.
By positioning ourselves as a key partner to end-users across downstream industries, we will not only
reinforce existing relationships but also enhance our ability to secure a wider variety of contracts for data-
communication and NEV products. We believe this approach will ensure our products and services are deeply
embedded in our partners’ offerings. Moreover, by growing alongside our customers, we will align closely with
their expansion plans, solidify our role as a trusted collaborator and participate in the co-development of their
new products. Leveraging our industry-leading position and technical expertise, we will also pursue opportunities
to offer our products for our partners’ new projects, thereby continuously broadening our customer base.
Make investments and acquisitions in a prudent manner.
We plan to further integrate resources across the industrial chain through targeted strategic investments or
acquisitions when we deem appropriate. Potential targets may include industry peers with strong R&D and
delivery capabilities in core high-speed data communication and electrical power transmission materials and
components that can generate synergies with us or that have innovative technologies that are amenable and
complementary to ours, from which we expect to broaden our R&D capabilities and expertise. We believe such
strategic investments or acquisitions will enable us to extend our reach along the value chain, effectively
integrate business resources, ensure supply chain stability and better serve the needs of downstream application
scenarios. As of the Latest Practicable Date, we have not yet identified any specific targets or entered into any
letter of intent with respect to an acquisition.
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Our Business
During the Track Record Period, we derived revenue primarily from our (i) electronic communications
business, which includes the sales of telecoms cable products and electronic material products; and (ii) electrical
power transmission product business, which includes the sales of NEV power transmission products, electrical
cable accessories products. Through our two foundational pillars of business, we strive to offer a wide range of
product portfolios for high-speed data communication and power transmission for alternative energies to support,
drive and contribute to global economic growth and advance technological development.
The tables below set forth a breakdown of our revenue, gross profit and gross profit margin by product and
business line during the Track Record Period:
Year Ended December 31,
Nine Months ended
September 30,
2022 2023 2024 2024 2025
(in RMB in thousands, except for percentages)
(Unaudited)
Revenue
Electronic
Communications
Business
Telecoms cable
products ....... 1,362,366 25.5 1,164,501 20.4 1,702,272 24.6 1,196,963 24.8 1,894,591 31.2
High-speed
copper
cables ...... 110, 568 2.1 96,093 1.7 300,876 4.3 179,622 3.7 748,023 12.3
Consumer and
industrial
electronic
c a b l e s ...... 1,251,798 23.4 1,068,408 18.7 1,401,396 20.3 1,017,341 21.1 1,146,568 18.9
Electronic material
products ....... 2 , 1 04,868 39.5 2,198,264 38.4 2,599,375 37.6 1,839,163 38.2 2,043,908 33.6
Subtotal ............ 3,467,234 65.0 3,362,765 58.8 4,301,647 62.2 3,036,126 63.0 3,938,499 64.8
Electrical Power
Transmission
Product Business
NEV power
transmission
products ....... 823,878 15.4 1,082,420 18.9 1,381,421 20.0 917,071 19.1 1,159,471 19.1
NEV Charging
Products .... 515,545 9.7 701,395 12.3 891,455 12.9 562,318 11.7 806,671 13.3
Power battery
safety
protection
products ..... 308,333 5.7 381,025 6.6 489,966 7.1 354,753 7.4 352,800 5.8
Electrical cable
accessories
products ....... 781,147 14.6 953,522 16.7 926,973 13.4 631,904 13.1 741,032 12.2
Subtotal ............ 1,605,025 30.0 2,035,942 35.6 2,308,394 33.4 1,548,975 32.2 1,900,503 31.3
Other Business
Wind power
business ....... 146,768 2.8 158,713 2.8 151,724 2.2 116,470 2.4 101,154 1.7
Others* ......... 117,622 2.2 161,421 2.8 158,337 2.2 113,944 2.4 136,522 2.2
Subtotal ............ 264,390 5.0 320,134 5.6 310,061 4.4 230,414 4.8 237,676 3.9
Total ............... 5,336,649 100.0 5,718,841 100.0 6,920,102 100.0 4,815,515 100.0 6,076,678 100.0
Note:
* Others mainly include revenue from the development, sales and provision of implementation services of MOM and MES platforms.
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The tables below set forth a breakdown of sales volume by product and business line during the Track
Record Period:
Unit
Year Ended December 31,
Nine Months Ended
September 30,
2022 2023 2024 2024 2025
Sale Volume Sale Volume Sale Volume Sale Volume Sale Volume
thousand unit thousand unit thousand unit thousand unit thousand unit
Electronic Communications
Business
Telecoms cable products metre 2,032,526 1,790,108 2,296,057 1,606,563.2 1,930,705.6
Electronic material products metre 3,638,275 4,158,941 4,518,523 3,234,147.3 3,521,444.5
Electrical Power Transmission
Product Business
NEV power transmission
products unit 1,535 2,254 2,468 1,626.2 1,920.5
Electrical cable accessories
products set 9,927 11,470 11,154 8,041.6 9,320.4
Year Ended December 31, Nine Months ended September 30,
2022 2023 2024 2024 2025
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
(in RMB in thousands, except for percentages)
(Unaudited)
Electronic Communications
Business
Telecoms cable products ...... 259,899 19.1 173,487 14.9 278,801 16.4 198,302 16.6 399,949 21.1
High-speed copper cables . . . 52,826 47.8 36,334 37.8 130,001 43.2 68,951 38.4 340,871 45.6
Consumer and industrial
electronic cables ........ 207.073 16.5 137,153 12.8 148,800 10.6 129,351 12.7 59,078 5.2
Electronic material products . . . 686,155 32.6 787,313 35.8 1,015,122 39.1 651,584 35.4 812,064 39.7
Electrical Power Transmission
Product Business
NEV power transmission
products ................. 240,193 29.2 286,383 26.5 321,207 23.3 228,296 24.9 249,887 21.6
NEV charging products .... 112,146 21.8 149,920 21.4 181,307 20.3 120,168 21.4 156,373 19.4
Power battery safety
protection products ...... 128,047 41.5 136,463 35.8 139,900 28.6 108,128 30.5 93,514 26.5
Electrical cable accessories
products ................. 299,961 38.4 393,547 41.3 342,281 36.9 262,384 41.5 269,739 36.4
Other Business
Wind power business ........ 98,268 67.0 109,933 69.3 101,753 67.1 79,315 68.1 62,127 61.4
Others* ................... 27,486 23.4 37,978 23.5 51,199 32.3 74,834 65.7 83,971 61.5
Total ......................... 1,611,962 30.2 1,788,641 31.3 2,110,363 30.5 1,494,715 31.0 1,877,737 30.9
Note:
* Others mainly include gross profit and gross profit margin from the development, sales and provision of implementation services of
MOM and MES platforms.
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During the Track Record Period, we derived revenue primarily from China. In the meantime, we invested in
expanding our oversea sales to capture market opportunities brought up by growing demands in line with
development of automotive, robotics and electronics manufacturing sectors and power infrastructure projects in
relevant local markets. The table below sets out details on revenue, gross profit and gross profit margin by
geographic regions for the years and periods indicated.
Years ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
(RMB in thousands, except for percentage)
(Unaudited)
Revenue
Chinese mainland ............ 4,688,295 87.9 4,990,212 87.3 6,108,050 88.3 4,258,989 88.4 5,326,830 87.7
Outside Chinese mainland
Asia .................. 338,579 6.3 399,395 7.0 434,835 6.3 329,241 6.8 411,050 6.7
Vietnam ........... 64,779 1.2 66,607 1.2 117,992 1.7 71,418 1.5 96,894 1.6
India .............. 66,586 1.2 94,417 1.7 104,975 1.5 77,907 1.6 106,317 1.7
Singapore .......... 66,412 1.2 55,284 1.0 56,907 0.8 40,359 0.8 47,862 0.8
Others ............. 140,802 2.7 183,087 3.1 154,961 2.3 139,557 2.9 159,977 2.6
EU ................... 119,835 2.2 135,756 2.4 145,177 2.1 93,653 2.0 111,837 1.9
Spain ............. 18,352 0.3 28,222 0.5 26,835 0.4 14,345 0.3 18,764 0.3
UK ............... 9,410 0.2 15,643 0.3 15,113 0.2 11,546 0.2 17,942 0.3
Germany ........... 19,629 0.4 19,748 0.3 17,253 0.2 13,262 0.3 16,350 0.3
Others ............. 72,444 1.3 72,143 1.3 85,976 1.3 54,500 1.2 58,781 1.0
U.S. .................. 117,005 2.2 114,360 2.0 143,701 2.1 75,565 1.6 169,516 2.8
Others ................. 72,935 1.4 79,118 1.3 88,339 1.2 58,067 1.2 57,445 0.9
Subtotal ................... 648,354 12.1 728,629 12.7 812,052 11.7 556,526 11.6 749,848 12.3
Total ..................... 5,336,649 100.0 5,718,841 100.0 6,920,102 100.0 4,815,515 100.0 6,076,678 100.0
Years ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
Gross
profit
Gross
profit
margin
(RMB in thousands, except for percentage)
(Unaudited)
Chinese mainland ........... 1,428,465 30.5 1,574,996 31.6 1,859,177 30.4 1,334,285 31.3 1,643,447 30.9
Outside Chinese mainland
Asia ................. 88,272 26.1 105,902 26.5 122,837 28.2 83,592 25.4 101,247 24.6
Vietnam .......... 12,933 20.0 10,906 16.4 21,134 17.9 10,910 15.3 11,610 12.0
India ............. 21,379 32.1 33,181 35.1 40,340 38.4 26,433 33.9 41,214 38.8
Singapore ......... 12,921 19.5 8,789 15.9 9,986 17.5 5,488 13.6 3,539 7.4
Others ........... 41,039 29.1 53,026 29.0 51,377 33.2 40,761 29.2 44,884 28.1
EU .................. 37,124 31.0 46,132 34.0 52,041 35.8 29,933 32.0 38,654 34.6
Spain ............ 5,999 32.7 10,106 35.8 10,490 39.1 5,087 35.5 7,451 39.7
UK .............. 2,761 29.3 5,203 33.3 5,026 33.3 3,574 31.0 5,844 32.6
Germany ......... 5,488 28.0 5,846 29.6 5,409 31.4 3,608 27.2 4,527 27.7
Others ............ 22,876 31.6 24,977 34.6 31,116 36.2 17,664 32.4 20,832 35.4
U.S. ................. 34,053 29.1 32,871 28.7 41,943 29.2 26,092 34.5 71,785 42.3
Others ................ 24,048 33.0 28,740 36.3 34,365 38.9 20,813 35.8 22,604 39.3
Subtotal .................. 183,497 28.3 213,645 29.3 251,186 30.9 160,430 28.8 234,290 31.2
Total .................... 1,611,962 30.2 1,788,641 31.3 2,110,363 30.5 1,494,715 31.0 1,877,737 30.9
Electronic Communications Business
In our electronic communications business, we derived revenue from manufacturing and sales of telecoms
cable products and electrical cable accessories products.
Telecoms Cable Products
With robust R&D and commercialization capabilities and a proven history of breakthroughs in advanced
crosslinking technology, we have steadily expanded our presence in data communication accessories and parts. Our
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focus and industry leadership are especially strong in high-speed copper cables and critical functional components,
which are widely used in IT infrastructure, including computing centers, NEVs, autonomous systems, robotics, and
smart consumer electronics.
In particular, computing infrastructure serving LLMs has experienced rapid growth and is expected to continue
to grow at a fast pace. According to F&S, the majority of leading technology companies plan to increase their
investments in AI infrastructure development consistently over the next three years, starting in 2025. In particular,
according to F&S, as of December 31, 2024, the total number of computing center racks in the world was
33.9 million, which is expected to grow to 139.8 million by 2029, representing a projected CAGR of 32.8%.
Our high-speed copper cable products provide high-performance interconnect products, effectively
balancing data transmission performance and cost associated with high-speed connection between functional
modules in computing centers, increasing intra-cluster data transfer efficiency while ensuring optimized energy
consumption and strong reliability. According to F&S, we are a leading manufacturer and the largest China-
based manufacturer of high-speed copper cables on global revenue in 2024, claiming 24.2% of the global market
share. In addition, our high-speed copper cable products can also be used in fast-growing industries such as
industrial and medical.
According to F&S, we are one of the first manufacturers in China to achieve stable mass production of
800G multi-channel high-speed copper cables and 224G single-channel high-speed copper cables. As of the
Latest Practicable Date, our products have been qualified for deployment in a number of industry-leading
programs, including one of the most advanced AI GPU racks developed by a leading global manufacturer of AI
GPUs. Based on inspections and evaluations by this end customer, our products stood out from many competitors
due to their outstanding quality performance, good high-frequency performance, and reliability, which contribute
to reduced signal loss.
The graph below illustrates the different application scenarios of our telecoms cable products:
High-speed Communication Market Automobile Market
DAC/ACC/AEC high-speed copper cables
Industrial Market Medical Market
Automotive low-voltage electronic cable1-
Automotive networking data cable2-
(including automotive Ethernet cable,
high-speed coaxial cable and HSD cable)
Pulse oximeter cable1-
ECG lead cable2-
Medical data cable3-
Medical device cable4-
Flexible drag chain cable
Industrial fieldbus cable
Robot body cable
Robot vision cable
1-
2-
3-
4-
1
2
1
2
2
2
2
1
1
1
1
3
3
2
3
4
4
4
4 4 2
1
4
4
4
3
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The table below sets out details of our key products sold under this product line:
Product
Picture
(cross-section) Description
Average Selling
Price
(tax exclusive)
High-speed
copper cables
800G multi-channel high-speed
copper cable
224G single-channel high-speed
copper cable
112G single-channel high-speed
copper cable
Our high-speed copper cables are
mainly used in critical IT
infrastructure like computing
centers, cloud computing platform,
and server switch interconnects. We
developed a comprehensive product
portfolio to serve different demands,
each have claimed leading market
position based on its high quality
and strong technological
performance, including cables used
for connection between servers, as
well as intra-switch connections.
and cables used for rack-level
connections. Our single-channel
products offer 224G/112G/56G/28G
transmission speed, while multi-
channel products can realize 1600G/
800G/400G/100G transmission
speed. We provide customers with a
broad range of options to fit in their
specific design, making flexible
solutions possible. We hold strong
technological capabilities in terms
of products electrical performance
and high-temperature resistance
high-speed
copper cable used
for short-distance
connections
within devices or
cabinets:
RMB1.0/m ~
RMB6.0/m
high-speed
copper cable used
for connections
between devices,
like brackets:
RMB25.0/m ~
RMB35.0/m
The price of
high-speed
copper cables is
generally
determined by
cable type,
transmission
performance and
end-application
scenarios.
Automobile data
communication
cables
NEV data
communication
cable
In-vehicle
communication
cable
Our products mainly serve signal
transmission between key function
modules within electrical vehicles,
such as ADAS domain controllers,
gateways, camera systems, radar
sensors and antenna arrays. We
adopt flexible product design to
bring customers products addressing
specific challenges associated with
particular conditions of utilization
scenes, including transmission
speed, mechanic requirements,
temperature and humidity and
insulation needs.
RMB1.0/m ~
RMB4.8/m,
which is
generally
determined by
cable type,
transmission
performance and
end-application
scenarios.
Thin wall
automotive
cable
Single core
shielded cable
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Product
Picture
(cross-section) Description
Average Selling
Price
(tax exclusive)
Industrial
automation and
robot cables
Power
cable
Coding cable
We mainly offer robotic arm cables
and drag chain cables, both of which
are designed for complex industrial
automation systems and robotic
applications. Our products have
distinctive technical features,
including high flexibility for
continuous motion, superior abrasion
resistance for demanding
environments, bringing customers
extended service life with reliable
performance.
RMB2.5/m ~
RMB6.8/m,
which is
generally
determined by
cable type,
transmission
performance and
end-application
scenarios.
Robot
cable
Control cable
Consumer
electronics cables
Power
cable
Single core cable
According to F&S, we offer one of the
industry’s most comprehensive product
portfolios of more than 1,000 types of
cables, making us a one-stop platform
for customers in consumer electronic
industry to select the cables they need.
RMB0.5/m ~
RMB3.0/m,
which is
generally
determined by
cable type,
transmission
performance and
end-application
scenarios.
Medical-grade
cable
Blood
oxygen
sensor
cable
Core-wire joint
branch line
Our products mainly include those
used for medical equipment and
non-implantable human-contact
applications, such as pulse oximeter
cables, electrocardiogram lead wires,
electrosurgical pencil cords, and
cardiac monitor cables. These
products feature flexible, non-toxic
wire constructions with excellent
biocompatibility.
RMB14.0/m ~
RMB54.0/m,
which is
generally
determined by
cable type,
transmission
performance and
end-application
scenarios.
Medical data cable
Since our inception, we have been committed to driving product innovation to address market demands
arising from highly technical challenges. By aligning with high-growth trends, such as AI, automation and
electrification, we combine deep R&D expertise with scalable manufacturing to serve global leaders across
medical, industrial, automotive, and data communication markets. In line with this strategic position, we
managed to achieve comprehensive coverage and deep penetration across rapidly growing industries with
sustained high-growth potential, while maintaining our leading market share in heat-shrinkable industry.
• For high-speed copper cables, we have been investing in the continuous development and iteration of
high-speed copper cables that can ensure low-latency, high-speed data transmission under heavy loads.
Through advanced material selection and process engineering, we deliver ultra-stable signal integrity,
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earning industry recognition for performance in innovative computing infrastructure. In particular,
leveraging our leading technology capabilities and high quality, our high-speed copper cables have
been certified and admitted to be used for computing servers of several globally leading AI enterprises
with strong GPU designing or manufacturing capability.
• For industrial automation cables, we set our R&D and innovation focus on solving challenges
associated with complex industrial environments, such as high-frequency, high-precision, and multi-
axis robotic applications under harsh environment.
• For automobile data communication cables, our technological breakthroughs allow us to assist
customers achieve high-speed data communication between key function modules that may come from
a broad range of brands laying a solid infrastructure to ensure reliable performance of the vehicle. Our
products can achieve 120,000 torsion cycles and pass 320-hour high-temperature/humidity waterproof
testing.
• For medical cables, we invested in studying technological challenges brought up by medical
automation and intelligent products for diagnostics, surgical procedures, and imaging analysis.
Through our efforts, we successfully launched products that can meet stringent industry requirements
for temperature resistance, flex endurance, sterilization compatibility, and EMI shielding.
Electronic Material Products
In managing this product line, we mainly offer heat-shrinkable materials comprising heat-shrinkable tubing
and tapes in a variety of materials, colors and sizes, designed to realize and optimize high-performance power
and signal transmission. Heated during installation, our tubings shrink to conform to virtually any shape,
providing dependable insulation, mechanical robustness, strain relief, as well as esthetic appeal, to significantly
withstand challenges in harsh environments, such as collision and abrasion, pollution and contamination,
UV-light, as well as extreme temperature and humidity conditions. This results in substantial improvement in
reliability and safety of power/signal transmission architectures.
In addition, our tubing products have different specifications, highly flexible or semi-rigid, designed for
operation in high- or low-temperature environments, halogen-free and/or flame-retardant, making us the one-stop
platform for customers of different industries to select products needed.
Since our inception, we have been investing in the development and application of advanced crosslinking
and heat-shrinkable technologies to continuously optimize our product for customers’ applications. Our products
are well recognized for their distinctive quality and reliability, and serve as the cornerstone of a broad range of
end products deployed across mission-critical industries including NEVs, power infrastructure, rail transit,
telecom, aerospace, and medical applications.
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The table below sets out details of our key products sold under this product line:
Product Picture Description
Average Selling Price
(tax exclusive)
Single-wall tubings
 Possessing full stack technology,
we offer customers a broad range of
products utilizing serving diverse
industries, including cable and
component insulation for various
industrial and electronic sectors.
In particular, our products are
certified by a leading Chinese
aircraft manufacturer to be
deployed on China’s first
domestically developed passenger
jet, fully exhibiting our technology
strength and premium quality.
Approximately
RMB0.2/m to
RMB0.3/m, which
is generally
determined by
material type,
performance
specifications (e.g.,
flame retardancy,
tensile properties,
environmental
resistance, etc.)
Dual-wall tubings
Our dual-wall heat-shrinkable tubing
features a composite structure where
the outer layer uses crosslinked
polyolefin to offer premium insulation,
corrosion resistance and aging
resistance, while the inner layer uses
thermoplastic adhesive material to
ensure waterproof sealing and high
bonding strength.
Approximately
RMB0.4/m to
RMB19.9/m, which
is generally
determined by
material type,
performance
specifications
Tapes
Our products can ensure printed
texts thereupon stay clear even
under extreme conditions. They are
widely used in rail transport,
aerospace, ship building, wind
power and telecoms industries.
Approximately
RMB0.2/m to
RMB2.0/m, which
is generally
determined by
material type,
performance
specifications
Heat-shrinkable
busbar insulation
tubings
This product exhibits excellent
flame retardancy, insulation
properties, and thermal stability,
delivering high dielectric strength
and resistance to tracking currents.
In particular, we prohibit or limit
the use of environmentally
hazardous substances such as PBB,
PBDE, and heavy metals,
preventing them for releasing toxic
gasses during combustion.
Approximately
RMB2.4/m to
RMB30/m, which is
generally
determined by
material type,
performance
specifications
They are widely used for corrosion
protection and insulation of busbars
and electrical equipment.
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Product Picture Description
Average Selling Price
(tax exclusive)
Medical-grade
tubings
The ultra-thin yet durable structure of
our medical tubing improves space
utilization in medical devices,
facilitating minimally invasive and
compact designs. The tube’s
lubricious surface provides
exceptional non-stick properties,
preventing adhesion of biological
contaminants while enabling easy
cleaning.
Approximately
RMB1.0/m to
RMB60.0/m, which
is generally
determined by
material type,
performance
specifications
Electrical Power Transmission Product Business
We primarily develop, manufacture and offer a comprehensive product portfolio for the safe and reliable
transmission of electricity for NEVs, power grids and power stations, and rail transportation. During the Track
Record Period, we derived revenue primarily from the manufacture and sales of NEV power transmission
products and electrical cable accessories products.
NEV Power Transmission Products
Our product portfolio comprises NEV charging products which include NEV charging guns and sockets for
DC fast/ultra-fast charging, where we occupied over 41.7% of market share in China for NEV DC charging guns
in terms of China revenue in 2024, according to F&S; and (ii) in-vehicle power charging accessories, including
high-voltage wiring harnesses and connectors facilitating power charge function, where we have become among
the recognized suppliers for many global leading vehicle manufacturers. In addition, we also offers power battery
safety protection products. Our power battery safety protection products, including thermal insulation pads,
cushioning pads, and high-temperature insulating tapes, are widely applied in thermal runaway protection for
new energy batteries. These products provide thermal insulation and cushioning protection for internal and
external components and circuits in new energy batteries and enhance the fire resistance, flame retardancy,
insulation ratings, directly ensuring the continuity, safety, and integrity of electrical transmission, and constitute
critical components for ensuring the safety and continuous operation of power transmission in NEV battery
systems.
We are committed to developing a full-chain NEV charging product portfolio ranging from basic materials
to charging guns. Our strategic focus is on products that have strong synergies in terms of underlying technology
and market penetration with our well-recognized heat-shrinkable and power transmission businesses, as well as
relatively high value-added ones. Over the years, we have successfully served a large number of notable power
projects with complex technical challenges and have gained a deep understanding of power transmission and
distribution materials and accessories. Capitalizing on these deep insights and advanced technologies, we have
developed products such as basic materials, wires, connectors, charging stations, and charging guns, providing
one-stop electrical products for many leading NEV industry players in China and around the world. As of the
Latest Practicable Date, we have established strong business relationships with many leading NEV industry
players in China and around the world.
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The table below sets out details of our key products sold under this product line:
Product Picture Descriptions
Average Selling Price
(tax exclusive)
Charging guns for
NEVs
Our DC charging guns enable
rapid NEV charging through
high-current power delivery.
According to F&S, we are the
largest NEV DC charging gun
manufacturer in terms of China
revenue in 2024, with a China
market share of 41.7%. We have
been awarded “Little Giant (
ʃ
̶ɛ)” by Ministry of Industry
and Information Technology in
China in 2024, in recognition of
our distinguished achievements
and technology capabilities in
relation to development of
premium DC charging guns.
Approximately range
from RMB600.0/unit to
RMB3,500.0/unit
• DC charging guns
: approximately
RMB900.0/unit ~
RMB2,000.0/unit
• Liquid-cooled
charging guns :
approximately
RMB2,000.0/unit
~ RMB4,000/unit
• AC charging guns
: approximately
RMB100.0/unit ~
RMB300.0/unit
We launched our latest
technological breakthrough, the
1,000A/1,500V mega-watt, in
2024, which have been deployed
by many ultra-fast charging pilot
programs operated by leading
power and energy enterprises.
We are one of the few
manufacturers in China with
massive production capacity for
high power charging guns with
oil or water based cooling
systems. We are also one of the
key drafters of the national
industry standards, including
GB/T20234.1-2023 and
GB/T20234.4-2023.
The price of charging
guns for NEVs is
generally determined by
current rating and cable
length
High-voltage
cables
These products mainly used for
power and electrical connection
among different components
within electrical vehicles,
facilitating high-voltage power
transmission.
Approximately range
from RMB100.0/piece
to RMB500.0/piece,
which is generally
determined by current
rating, connectors
specification, and cable
length.
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Product Picture Descriptions
Average Selling Price
(tax exclusive)
High-voltage
connectors
Our connectors facilitate
reliable connection between
different electrical components
in electrical vehicles, heavy-
duty trucks, fork lifts and ships,
with outstanding performance
in solving challenges associated
with high-voltage utilization
scenario.
Approximately range
from RMB20.0/unit to
RMB200.0/unit, which
is generally determined
by cross-sectional area,
with products of larger
cross-sectional area
generally carry higher
selling prices.
AC and DC
charging socket
Leveraging our proprietary
technologies, our charging
sockets have been widely
adopted by many leading
automobile manufacturers in
China.
Approximately range
from RMB100.0/set to
RMB600.0/set, which
is generally determined
by current rating,
product material, and
the structure of the pin
terminals
Power battery
safety protection
products
Our power battery safety
protection products are mainly
used in new energy battery box,
cell to cell, end plate, module to
module, to play the role of
buffer, fire, heat insulation.
They can also absorb the excess
stress generated by the core
bulge and, through the
material’s own highly elastic
structure, act as a cushion to
dampen vibration during
normal core operation.
Specifically, in the event of
thermal runaway of the cell, our
power battery safety protection
products can help insulate,
inhibit heat diffusion or reduce
stress transfer, buying more
escape time for passengers.
Approximately range
from RMB1.0/piece to
RMB15.0/piece, which
is generally determined
by product size and
manufacturing process
We pride ourselves on strong R&D and technology capability that allow us to continuously launch
innovative products that can lead development in power cable accessories, particularly in those sectors enjoy
rapid growth track record and strong increase potential. For instance, to meet quick expansion of NEVs that
driving demands for ultra-fast charging technology, we successfully developed high-power liquid-cooled
charging guns, exhibiting significant technological breakthrough. Our products upgraded from 600A to 800A
with peak current exceeding 1,000A, making us one of the few manufacturers in China that can achieve mass
production of high-power liquid-cooled charging guns.
Electrical Cable Accessories Products
As of the Latest Practicable Date, this product line included four main categories, comprising nuclear-grade
heat-shrinkable cable accessories, high-voltage cable accessories, cold-shrinkable and heat-shrinkable cable
accessories, and separable connectors.
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We have been devoted in developing and manufacturing power cable accessories for over 25 years, delivering
strong reliability and protection on a broad range of industrial and urban power projects, including grids serving energy
generation, transmission and distribution, rail transportation, oil and gas, as well as chemical industries. Leveraging our
strong technology capability, our products have been used in many prominent projects and have successfully
established field-proven track record of ensuring continuity of power and minimizing the risk of outages, including
many critical projects featuring extreme challenges associated with remote location, harsh environment, extensive
geographic coverage and design constraints.
The following chart illustrates key applications of our major products under this product line:
High-voltage cable
accessories
High-speed rail cable
accessories
Offshore wind power cable
accessories
Electrical insulation protection
Separable connectors
Cold shrink and heat shrink cable
accessories
Nuclear-grade heat
shrink cable accessories
Online monitoring system
for power cables and
accessories
The table below sets out details of our key products sold under this product line:
Product Picture Description
Average Selling Price
(tax exclusive)
Nuclear-grade
heat-shrinkable
cable accessories
We offer a comprehensive
portfolio of K1 and K3 certified
nuclear-grade heat-shrinkable
cable accessories. In particular,
we are the first Chinese
manufacturer who successfully
developed Class 1E K1
certified nuclear-grade heat-
shrinkable cable accessories,
exhibiting superior performance
parameters compared with then
prevailing overseas competing
products, including 80-year
design lifespan. Class 1E
certification in the nuclear
industry identifies safety-
related electrical equipment
essential for nuclear power
plant safety functions, such as
emergency reactor shutdown
and cooling, to prevent
Selling prices of
this product
category varies
based on the
specific industry
standards they
meet. During the
Track Record
Period, average
selling prices of
products meet K1
safety
certification
standard range
from
approximately
RMB520.0/set to
RMB4,500.0/set
and those
products of K3
standard range
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Product Picture Description
Average Selling Price
(tax exclusive)
radioactive releases. It is a
standard established by Institute
of Electrical and Electronics
Engineers, or IEEE, the world’s
largest technical professional
organization that is dedicated to
advancing technology for the
benefit of humanity. Class 1E
cables used in nuclear power
plants are divided into three
categories according to the
safety categories of nuclear
power plant electrical system
equipment, namely K1, K2 and
K3, with K1 being the highest
standard. Products of K1
certification are those certified
to be installed within the
containment of a nuclear
reactor and are capable of
performing prescribed functions
under normal environmental
conditions, under safe
shutdown earthquake loads and
during or after an accident,
while products of K3
certification are those designed
to be installed outside the
containment of a nuclear
reactor, and perform prescribed
functions under normal
environmental conditions and
under safe shutdown earthquake
loads. In recognition of our
premium quality and
distinguished technology
capability, our products have
been widely adopted in critical
national projects in China, and
have received certification by
all three national nuclear
enterprises in China.
from
approximately
RMB100.0/set to
RMB1,300.0/set.
In 2018, our Hualong One
1E-Class Heat-Shrinkable
Cable Accessory was awarded
the Third Prize in Science and
Technology by the China
Nuclear Energy Association
and was also recognized as
“Outstanding Product of the
Machinery Industry in
Celebration of the 40th
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Product Picture Description
Average Selling Price
(tax exclusive)
Anniversary of Reform and
Opening-Up.” In 2020, our
3rd Generation Nuclear Power
1E-Class Heat-Shrinkable
Cable Accessory was further
honored with the Second Prize
for Scientific and
Technological Progress by the
Shenzhen Municipal
Government. These
prestigious accolades
collectively underscore the
milestone significance of this
technology in advancing the
localization of nuclear power
equipment.
We group our nuclear-grade
heat-shrinkable cable
accessories based on material
used and expected utilization
scenario, each of which goes
with great variety of length,
color and material based on
customers’ specific demands.
High-voltage
cable accessories
We have a comprehensive
high-voltage cable accessory
products portfolio, covering all
key types of components used
in 66kV to 500kV applications.
Our products have been used in
large number of landmark
projects offering critical
connection solutions between
power cables and transformers/
overhead lines across
generation and transmission
networks. We have been
recognized as a qualified core
supplier for key power
infrastructure developers in
China.
Price varies based
on auxiliary
materials used and
the voltage to be
sustained, with
selling price of
66kV to 100kV
products range from
approximately
RMB9,000.0/set to
RMB15,000.0/set,
while that of 220kV
to 500kV products
ranging from
approximately
RMB33,200.0/set
to RMB58,300.0/set.
In 2023, our cable accessory
products capable of being
used in 500kV ultra high
voltage operating
environment has passed
inspections held by industry
authorities in China, with
proven record of fully
achieving International
Electrotechnical Commission
(“IEC”) certification
standards. This technological
breakthrough fully exhibited
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Product Picture Description
Average Selling Price
(tax exclusive)
our technology capabilities to
achieve continuous
innovation.
Cold-shrinkable
and
heat-shrinkable
cable accessories
Our cold-shrinkable and heat-
shrinkable cable accessory
products include different
types of terminals and joints,
that are used in 1kV to 35kV
applications, indoor or
outdoor. They provide
connection solutions between
power cables and overhead
lines/electrical equipment
across generation and
distribution networks.
Engineered with high-
performance composite
materials, our products provide
multi-layer protection against
pollution, aging, corrosion and
UV exposure, delivering
outstanding reliability even in
extreme environments like
high-altitude, frigid, humid,
coastal and heavily polluted
areas. We have been
recognized as a qualified core
supplier for key power
infrastructure developers in
China.
1kV series range
from approximately
RMB30.0/set to
RMB270.0/set.
10kV to 35kV series
range from
approximately
RMB300.0/set to
RMB3,100.0/set.
The price of cold-
shrinkable and heat-
shrinkable cable
accessories is
generally
determined by
product materials
and product
specifications
Separable
connectors
We provide a complete range
of 10kV-66kV separable
connectors in both European
and American standard
configurations, delivering
system solutions for
connecting high-voltage
cables to electrical equipment.
Leveraging our premium
quality, since our inception,
our products have been
accepted by over 1,000
electrical equipment
manufacturers in China for
their services in national
critical infrastructure projects
in China.
10kV-35kV series
range from
approximately
RMB280.0/set
to RMB4,110.0/set.
66kV series range
from approximately
RMB10,000.0/set to
RMB16,800.0/set.
The price of
separable
connectors is
generally
determined by
product
specifications and
customization
degree
During the Track Record Period, underpinned by steady growth in investments in national power and grid
infrastructure projects, we consistently advanced the upgrading of our existing products and the development of new
products, as well as increased our investment in developing products that can effectively serve digitalized and
intelligent power grid initiatives in China. While further strengthening our market advantages in the traditional
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medium- and low-voltage segments, we keep deepening our penetration in high-voltage and ultra-high-voltage
markets. In particular, we focus on development of cable accessories and intelligent products for alternative energy
sector in observation on the continuous expansion, including wind and photovoltaic power sectors.
Other Business
During the Track Record Period, we also generated revenue from operating wind farm business where we
derived revenue through sales of power generated from our wind farms to power grids. In addition, we generated
revenue from the development, sales and charging initial implementation service fee of MOM and MES
platforms and annual subscription fee afterwards. We engaged in these business in line with our commitment to
ESG policies and the determination to promote a business ecosystem with more manufacturers could benefit
from advanced and standard process. In addition, we also benefit from synergy arising from relevant business.
Wind Power Business
We began developing our wind power business and officially received government approval in 2014, in line
with our ESG commitment to environmental protection, in particular the global trend that encourage enterprises
to take on their social responsibility to reduce carbon emissions. In addition, we benefited from synergy between
this business line and our other business lines. For instance, by operating wind farms, we are able to access first-
hand experience and industry insight on grid infrastructure demands for electrical cable accessories products. In
the meantime, our wind farms effectively serve as a real-world testing environment for us to undertake product
performance checking. As a result, we could enhance our technological competitiveness and market
responsiveness.
We have strategically self-established wind farms in Shandong Province—a region with rich wind resources
and robust power transmission infrastructure. As of September 30, 2025, we had three wind farms with an
aggregated installed capacity of 144.2MW. We generally determine our wind turbine suppliers through a bidding
process taking into account factors including reliability, reputation, product quality, price, technologies,
production capacities and after-sale support. We procure wind turbines from reputable manufacturers in China.
Other important suppliers for our wind power business include plant equipment suppliers and third-party
contractors who provide construction and installation services. In addition, in order to achieve optimized
efficiency, we invest in increasing the average utilization hours of our wind farms, perform repair and
maintenance using in-house resources and enhance our monitoring systems. Each of our wind farms has a
timetable for routine maintenance, regular inspections and repairs. With our extensive operational experience and
technical know-how, we have developed a self-sufficient in-house operation and maintenance team to conduct a
large number of operation and maintenance activities. During the Track Record Period, we have not experienced
any material interruptions due to failure of wind turbines or key components.
Due to mandatory sales of electricity generated from renewable energy to the grid companies as provided
under the current regulatory framework, our wind farms sell all of the electricity that they generated to local grid
companies. Wind turbines convert kinetic energy from rotating blades into electrical energy via their generators.
The electricity is collected through feeder lines to a step-up substation, where the on-site main transformer raises
the voltage from 35 kV to 220 kV. It is then transmitted through an outgoing line into the grid network. During
the Track Record Period, our annual effective operating hours typically range from 2,000 hours to 3,000 hours
and we generated 283 million kWh, 314 million kWh, 296 million kWh and 206 million kWh of power,
respectively. During the Track Record Period, all of the power generated from our wind power stations was sold
to a state-owned electric utility corporation.
Others
During the Track Record Period, in recognition of our strong technology capability in developing and
implementing advanced manufacturing management system, we also generated revenue from the development,
sales and charging initial implementation service fee of MOM and MES platforms and annual subscription fee
afterwards, upon request from relevant clients and when we deem appropriate. In 2016, we acquired Shenzhen
Orbit which is primarily engaged in the development and sales of MOM and MES platforms for deployment
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across our internal operations to enhance our operational efficiency and production capacity. Since the
acquisition, concurrently, we also provided implementation services and annual subscription services afterwards
of the MOM and MES platforms to the existing customer base of Shenzhen Orbit and new customers, thereby
extending our manufacturing management standards to these third parties.
Our customers primarily comprises enterprises within the discrete manufacturing sector, including but not
limited to electronic assembly, machining, wire and cable manufacturing, as well as enterprises operating in the
new energy and photovoltaic industries. Based on research into the manufacturing operation and execution
processes of our customers and their specific needs, we design, develop and sell customized software platforms
to our customers. including MES platform and MOM platform, which encompasses various systems such as
Warehouse Execution System (WES), Supervisory Control and Data Acquisition (SCADA), Enterprise Asset
Management (EAM), and Advanced Planning and Scheduling (APS). Such software platforms enable our
customers to track and integrate all data collection in the manufacturing process through systems, achieving
visualization of data collection and process management, enhancing production process control and quality
control, material and product traceability and enabling equipment monitoring and timely error prevention and
warning. Upon the requst from customers, also provide maintenance services for customers during the daily
operation of such platforms, including emergency troubleshooting, defect resolution and routine upgrades of
system platform architecture components/firmware within the purchased version, for which we charge
implementation and maintaince service fee on annual basis. In addition, we also sell our self-developed standard
MES platform and MOM platform directly to customers who possess in-house capabilities for further
customization and development, or who intend to engage in additional customized development prior to reselling
the platforms to other end-users.
The following sets forth salient terms of standard MES and MOM platform development, purchase, and
impementation service agreements:
• Term. Generally one year.
• Principal rights and obligations . Generally, we provide the development of system software in
accordance with the contract, including customer requirements investigation, process and function
interface modeling, system testing, and optimization. We also provide annual maintenance services after
acceptance, including troubleshooting of system emergencies and optimization of systems and databases.
Our customers are required to actively cooperate with us in completing the requirements investigation,
system launch, and acceptance processes, and to make payments on time as stipulated in the contract.
• Quality. We take corresponding responsibility for the quality issues of the services.
• Payment and credit term . The project payments shall be made within 10 days , while annual service
fees shall be paid within five days.
• Confidentiality. Neither party shall disclose or make public any information obtained from the other
party without prior written consent.
• Termination. The contract may be terminated through mutual friendly negotiation.
RESEARCH AND DEVELOPMENT
We have strong technology capability in relation to application of crosslinking and heat-shrinkable polymer
products. We believe development and implementation of advanced technology, as well as continuous innovation
across different product lines, are crucial for us to achieve sustainable growth and maintain our competitive edge.
We have established a strong in-house R&D team with cross-discipline academic background and rich
cross-industry experience, which comprised over 880 staff as of September 30, 2025. Within this team, over 190
staff hold master’s degrees or above. We established WOER Research Institute as our core force to lead R&D
efforts across group. By setting different departments, each focuses on a particular technology area, such as
automation, material, equipment, testing and technological process, while establishing cross-department and
project-based R&D mechanism, we are able to quickly call up qualified staff to achieve technology
breakthroughs.
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In addition, we invested in developing advanced facilities and engaging latest R&D equipment to ensure our
pioneer industry position. For instance, our WOER Lab owns a fully-shielded high-voltage test hall. It is the
largest research facility of its kind in Southern China’s cable industry. Staffed by certified testing personnel
trained and qualified by national authorities, this lab operates many world-class equipment constituting multiple
sophisticated test systems. For instance, capitalizing on this lab and our in-house R&D team, we have completed
comprehensive evaluation of 550kV-class power cables, accessories, insulators and bushings. This grants us
critical competitive edges over industry peers to lead R&D trend and continuously enjoy early mover advantages
in developing and implementing new technology.
As of September 30, 2025, we had obtained 2,170 and seven patents in China and overseas jurisdictions,
respectively, and have participated in preparation of 29 national and 39 industry standards in China, exhibiting
our strong technology capability and strong market recognition. Our robust R&D capabilities form the
cornerstone of our competitive edge. Our R&D initiatives are primarily focused on improving our technological
capabilities, strengthening the foundation of our core competencies, and exploring novel application scenarios for
our existing capabilities. During the Track Record Period, we recorded research and development expenses of
RMB305.8 million, RMB310.0 million, RMB348.7 million and RMB325.7 million in 2022, 2023, 2024 and the
nine months ended September 30, 2025, respectively.
In recent years, we have taken proactive approach in implementing advanced technology, including big-data
analytical tools, to enhance R&D and operation efficiency. For instance, we have engaged AI algorithm to assist
our material R&D projects, significantly improved breakthrough efficiency gains through enhanced material
analysis, performance prediction, and optimization in designing paired manufacturing process. Such technology-
backed material R&D capability reduces development timelines while enhancing product reliability, bringing us
a key advantage in advancing crosslinking solutions study.
During the Track Record Period, we also collaborate with well-recognized institutions and leading industry
players to promote our R&D efforts, through which, we are able to access latest development trend in relevant
industry, as well as most recent practical challenges and demands, further enhancing our ability to capture
potential market opportunities.
Key Technology Achievements
We have achieved distinguished R&D breakthroughs across different business and product lines.
Leveraging continued successful innovation and iteration, we have achieved enhanced competitiveness in
existing product portfolio, continuous expansion of application for new products, and optimization of cost
efficiency. All of these served as solid base for our sustainable development and strong market leadership. Our
historical key technology achievements include:
Electronic communications business
Telecoms cable products • High-speed data
communication
We have completed development of our 224G
single-channel and 1600G multi-channel high-speed
copper cables, featuring industry-leading
performance and reliability. Our 224G products
have realized two important technological
breakthroughs, including FEP 32AWG dual-core
extrusion and 26 and 27AWG large gage physical
FEP insulation foam technology. In particular, due
to the high temperature requirements of the
environment, we have also replaced the traditional
foamed PE material with the more technically
demanding high temperature resistant foamed FEP
material.
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• Automotive data
communication
We have developed 10G Ethernet automotive data
communication products for radar and advanced
driver assistance systems.
• Industrial automation
and robot cables
We have completed the development of industrial
Ethernet PROFINET series products, which can be
widely used in the construction of intelligent
factories and production automation workshops. In
addition, we have successfully developed flat dust-
free and static-free drag chain cables, which are
made of special materials with the characteristics of
high flexibility, no dust accumulation, flame
retardant and oil resistance. These products can be
applied to the occasions that require high
cleanliness of the production environment, such as
medical treatment, microchips, and clean rooms
with static electricity requirements.
• Medical cables We invested in study technology challenges brought
up by medical automation and intelligent products
for diagnostics, surgical procedures, and imaging
analysis. Through our efforts, we successfully
developed and launched products that can meet
stringent industry requirements for temperature
resistance, flex endurance, sterilization
compatibility, and EMI shielding.
Electronic material products • Aviation We have passed the testing and certification of 12
products of a leading Chinese aircraft manufacturer.
Our products can meet such aircraft manufacturer’s
strict requirements for liquid resistance, high
temperature resistance, flame retardant and mold
resistance. As a result, we were included in its list
of qualified suppliers and have provided wire
harness insulation and protection solutions for some
of its civil aircrafts, including a large civil aircraft.
• Automotive We have successfully developed a highly abrasion-
resistant and highly flame retardant self-coiling
textile tubing. It is flame retardant to class UL 94
V-0 in accordance with EN45545-R23-HL3. In
addition, its abrasion resistance is higher than the
industry standard, with a scratch resistance ≥ 30,000
times. As of the Latest Practicable Date, we have
begun mass deployment in China’s leading NEV
manufacturers.
We have also completed the development of 125°C
high-temperature adhesive automotive dual-wall
heat-shrinkable tubing, which can work for a long
period of time at a high temperature of 125°C, with
no dripping of the inner hot-melt adhesive and
excellent waterproofing and sealing, meeting the
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high-temperature resistance and sealing
performance requirements for components such as
wiring harnesses and engines in NEVs. As of the
Latest Practicable Date, our heat-shrinkable tubing
has been widely used by automobile manufacturers
in China and around the world.
• Medical We have successfully developed medical heat-
shrinkable tubing based on fluorinated ethylene
propylene (“ FEP”) and polyolefin by conducting
material formulation and process research and
developing our own high-precision expansion
equipment. As of the Latest Practicable Date, we
have developed medical heat-shrinkable tubing with
a wide range of sizes, high quality consistency, and
biocompatibility that meets the requirements of the
ISO10993 test, which provides a reliable solution
for auxiliary molding, insulation protection, and
soldering for medical catheters, endoscopes, and
balloon aids, among other applications.
Electrical power transmission product business
Electrical cable accessories
products
• High-voltage
products
The 330kV and 500kV ultra-high voltage cable
accessories independently designed and developed
by us have successfully passed the pre-qualification
test in the Power Industry Electrical Equipment
Quality Inspection and Testing Center, which marks
our entry into the ranks of ultra-high voltage cable
accessories manufacturers in China, and lays a solid
foundation for the market development and R&D of
our ultra-high voltage cable accessories.
• Rail transportation Leveraging our own advantages in material R&D
and cable accessory structure design, we have
independently developed special functional memory
materials and cable terminals for high-speed rail,
which solved the technical problems of multi-layer
composites and not being able to “breathe the same
breath” that existed in high-speed rail cable
accessories at present. We also enhances the
performance of our high-speed rail cable
accessories and broadens the application fields of
such cable accessories.
• Nuclear safety
(1E-class) cable
accessories
We jointly developed nuclear safety (1E-class)
cable accessories with several state-owned energy
corporations and research institutes. We also took
the lead in the national scientific and technological
major special project “Development of 1E-class
Cable Connector and Terminal Kits for Severe
Environment,” and have realized the qualification
of halogen-free, low-smoke, flame-retardant nuclear
safety (1E-class) cable accessory with the lifespan
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of 80 years under the long-term working
temperature of 90°C. We are one of the cable
accessory manufacturers with civil nuclear safety
equipment design and manufacturing license, and
our independently designed and manufactured
nuclear safety cable accessories have been applied
to various types of nuclear power reactors.
NEV power
transmission
products
In terms of megawatt-class charging products, by optimizing the thermal conductive materials
of liquid cooling tubing to enhance the efficiency of thermal conductivity and heat dissipation,
we have been developing charging products with higher voltage and higher current, with the
current being raised from 1,000A to 1,500A, and in the future to 3,000A, to solve the problem
of rapid charging of heavy-duty trucks and mining trucks to replenish the energy of the electric
vehicles. At the same time, for the charging scenarios in harsh environments such as high salt
spray, high sand and dust, and high and low temperatures, we plan to continue to optimize and
launch charging products with higher levels of protection that meet the harsh environments to
meet the needs of our customers.
Key R&D Programs
We set our R&D strategic position to focus on (i) development of advanced technology that serve as
fundamental stepstone for our competitive edge, (ii) technological products that tailored to address industry and
customer specific challenges or demands, and (iii) continuous product optimization and iteration that are critical
for us to achieve sustainable leadership. As of the Latest Practicable Date, our key on-going R&D projects are set
out below:
Product/Technology Key Features Key Applications
Development of 448G high-
speed copper cable series for
computing centers
Transmission rate is 100% higher than the
current 224G single-channel high-speed
copper cable, with higher test frequency
and smaller cable size.
Applicable for high-speed data
communication for next
generation computing centers.
Development of 32G
automotive Ethernet cable for
in-vehicle communications
The construction of twintax cable and
FEP insulation can provide better signal
integrity performance and
electromagnetic compatibility.
Can be used as the high speed
signal transmission channel
between the controller and the
major sensors such as camera and
radar.
Development of MT-BT PA12
balloon tubing
We expect the balloon tubing we are
developing to have concentricity greater
than 90%, a yield strength of more than 27
MPa, a conventional specification outside
diameter tolerance of ±0.02 mm or less, and
the ability to withstand fatigue of more than
30 times.
Used as medical balloons, which,
as the core component of balloon
catheters, serve the important
roles of vascular pre-dilatation,
shaping and thrombolysis, stent
delivery and post-dilatation in
human angioplasty.
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Product/Technology Key Features Key Applications
Development of COMBO
interface high current charging
gun product
By optimizing the thermal conductive
material of liquid cooling tube to enhance
the thermal conductivity and heat
dissipation efficiency, we have been
developing charging products with higher
voltage and higher current, and plan to
increase the current level to 3000A, which
can solve the problem of rapid charging
and replenishment of heavy trucks and
mining trucks. Meanwhile, for the
charging scenarios in harsh environments
such as high salt spray, high sand and
dust, and high and low temperatures, we
plan to continue to optimize and launch
charging products with higher levels of
protection that meet the harsh
environments to meet the needs of our
customers.
Applicable for high current
charging for heavy trucks and
mining trucks.
Development of
environmentally friendly and
intelligent ultra-high voltage
and high current cable
connectors
We are developing cable connectors with
(i) high transmission efficiency and low
transmission rates; (ii) high insulation and
safety; (iii) environmental friendliness
through the use of halogen-free and low
smoke materials; and (iv) intelligent
monitoring and diagnostics.
Applicable for power
transmission; photovoltaic panels,
wind turbines and grid
connections; rail transportation;
and industrial and mining
manufacturing
Development of high-
temperature-resistant, halogen-
free, semi-rigid dual-wall heat-
shrink tubing
We are developing ultra-low-temperature-
resistant brake wiring harness protective
tubing designed to offer high electrical
insulation, flame retardancy, low smoke
emission, low toxicity and low odour,
meeting the stringent performance
requirements for application in range
extenders and motor drive areas of new
energy vehicles. In addition, its abrasion
resistance and resistance to chemical
media enable it to provide effective
sealing and waterproof protection for
components such as wiring harnesses,
terminals and busbars in wet-area
applications. Such heat-shrink tubing is
rated for long-term operating
temperatures of up to 150°C, features
halogen-free flame-retardant properties,
and complies with the latest
environmental regulatory requirements.
Applicable for sealing and
waterproof protection of wiring
harness connection points,
terminal heads and busbars in
high-temperature areas of
automobiles.
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Product/Technology Key Features Key Applications
Development of ultra-low-
temperature-resistant brake
wiring harness protective
tubing
We are developing TPU protective tubing
featuring low-temperature resistance, low
glass transition temperature (Tg), the
ability to withstand dynamic bending
under load at -40 °C without cracking,
and high-temperature resistance. Its low-
temperature flexibility without
embrittlement, abrasion and oil resistance,
dynamic reliability and thermoplastic
sealing performance enable it to provide
reliable protection for wiring harnesses
located near the chassis and tyres.
Applicable for outer sheath
protection of automotive ABS
wiring harnesses and wheel speed
sensor harnesses.
OUR PRODUCTION
In line with our development strategy, we invested in developing and enhancing automated, intelligentized,
and lean manufacturing management across multiple manufacturing bases. In particular, we focus on achieving
improvement in cost efficiency by continuously optimizing processes and formulations, and adopting highly
flexible and transparent inventory management policy. In the meantime, we emphasize on implementing
standardized workflow, and technology-backed automation, through which, we can achieve mass production
capability with premium product consistency.
In recent years, we invested in digitalization of entire work flow to ensure data-driven task dispatch, real
time supervision on equipment performance and reduce human related errors. We also introduce advanced
hardware that can properly handle repeated work stream in a highly automated and efficient manner, such as
defect inspection, select manufacturing procedure, logistics and transportation of raw materials/components
between production lines. Broad adoption of digitalization further allows us to benefit from data technology,
where we may quickly analyze massive historical and real time data to accurately predict, and respond to,
inventory needs, purchase order settlement status and production progress, thus further enhancing our cost
control and profitability.
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Our Manufacturing Bases
As of September 30, 2025, we had nine manufacturing bases in China and one overseas manufacturing base
in Vietnam. We strategically locate our manufacturing bases to places with close proximity to our customers,
allowing comprehensive coverage of, and quick response to, their production need and supply chain management
demands. Details of which are set out in graphics below:
Domestic Plants
Wuhan Caidian Plant Changzhou Jintan Plant Tianjin Woerfar Plant
Shanghai Changyuan
Electronic Plant
Shenzhen Pingshan PlantVietnam LTK Plant Huizhou Shuikou Plant Dongguan Electronic Plant
Shanghai Keter Plant Huizhou Zhongkai Plant
Overseas Plant
Harbin
Changchun
Shenyang
Beijing
Shijiazhuang
Taiyuan
Yinchuan
Xining
Lhasa
Urumqi
Lanzhou
Chengdu
Jinan
Zhengzhou
Xi’an
Chongqing
Nanjing
Hefei
Wuhan
Changsha
Guiyang
Kunming
Nanchang
Fuzhou
Guangzhou
Nanning
Shenzhen
Hangzhou
Hohhot
Shanghai
Manufacturing Bases
Electronic
Communications
Business
Electrical Power
Transmission
Product Business
Description
Land-use
Rights
Telecoms
cable
products
Electronic
material
products
NEV power
transmission
products
Electrical
cable
accessories
products
Shenzhen Pingshan Plant
(ଉέջʆਿή)
— √√ √ This plant is located in
Shenzhen, Guangdong province,
and commenced commercial
production before the Track
Record Period.
Owned
Shanghai Keter Plant
(
तਿή)
—— √ — This plant is located in
Shanghai, and commenced
commercial production before
the Track Record Period.
Partially
owned
and
partially
leased
Tianjin Woerfar Plant
(ਿή)
—— — √ This plant is located in Tianjin,
and commenced commercial
production before the Track
Record Period.
Owned
Huizhou Zhongkai Plant
(
౉ψ΀นਿή)
√ — — — This plant is located in Huizhou,
Guangdong province, and
commenced commercial
production before the Track
Record Period.
Owned
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Manufacturing Bases
Electronic
Communications
Business
Electrical Power
Transmission
Product Business
Description
Land-use
Rights
Telecoms
cable
products
Electronic
material
products
NEV power
transmission
products
Electrical
cable
accessories
products
Changzhou Jintan Plant
(እਿή)
√√ √ √ This plant is located in
Changzhou, Jiangsu province
and commenced commercial
production before the Track
Record Period.
Owned
Dongguan Changyuan Plant
(
෤ཥɿਿή)
— √ — — This plant is located in
Dongguan, and commenced
commercial production before
the Track Record Period.
Leased
Shanghai Changyuan Electronic
Plant
(
෤ཥɿਿή)
— √ — — This plant is located in
Shanghai, and commenced
commercial production before
the Track Record Period.
Owned
Vietnam LTK Plant
(
ਿή)
√ — — — This plant is located in Que Vo
industrial park, Bac Ninh
Province, Vietnam and
commenced commercial
production before the Track
Record Period.
The Que Vo industrial park is
one of the largest and most
important industrial zones in
Bac Ninh Province. Its strategic
location makes it a key hub
connecting major economic
centers such as Hanoi, Haiphong
and Quang Ninh Province.
Leased
Huizhou Shuikou Plant
(
౉ψ˥ɹਿή)
√ — — — This plant is located in Huizhou,
Guangdong province, and
commenced commercial
production in August 2022.
Owned
Wuhan Caidian Plant
(
ဏᇹӳਿή)
—— √√ This plant is located in Wuhan,
Hubei province, and commenced
commercial production in June
2024.
Owned
We plan to optimize our production capacity layout in China and overseas. As of the Latest Practicable
Date, we have signed a land purchase agreement and purchased 160,000 sq.m. of land to establish a
manufacturing base in the Pengerang area of Johor, Malaysia. Johor strategically serves as a gateway to the
ASEAN market and is a key economic hub in Malaysia. The region is home to industries such as electronics,
electrical equipment, shipbuilding, and petrochemicals.
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The following table sets forth the production capacity and utilization rate of our manufacturing bases and
other related metrics during the periods indicated.
Metrics Unit
For the year ended
December 31,
2022 2023 2024
Electronic Communications
Telecoms cable products ........... Production volume Million meter 2,054.0 1,860.0 2,325.0
Production capacity Million meter 2,721.0 2,571.1 2,870.0
Utilization rate
(i) % 75.5 72.3 81.0
Electronic material products ........ P r o duction volume Million meter 5,012.0 5,250.1 5,267.7
Production capacity Million meter 5,240.4 5,340.2 5,584.8
Utilization rate
	J
 % 95.6 98.3 95.7
Electrical Power Transmission Product
NEV power transmission products . . . Production volume Million unit (ii) 2.3 2.4 2.5
Production capacity Million unit (ii) 2.9 2.7 3.2
Utilization rate (i) % 79.3 88.9 79.6
Electrical cable accessories
products .......................
Production volume Million set 4.8 5.2 5.1
Production capacity Million set 5.3 5.7 5.6
Utilization rate
(i) % 90.9 90.8 90.3
Note:
(i) Assuming that the relevant production lines operate 250 days per year and 20 hours per day.
(ii) The measurement unit include piece, unit or set, depending on the product specifications.
Manufacturing Process
Telecoms cable products
The chart below sets out key steps of production process for our telecoms cable products.
Input of PVC material Plastic material
production
Material receipt,
dispatch and storage
Foaming and cored wire
extrusion process
Cable formation, braiding,
wrapping, amplitude-illuminated
crosslinking production
Input of copper conductor
Product deliveryOuter skin extrusion process Packaging
• Material receipt, issue and storage. Raw materials are purchased, inspected and, upon passing
inspection, moved into the warehouse for storage. They are then issued to the shop floor as required.
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• Input of Polyvinyl chloride (“PVC”) material. PVC-related materials are withdrawn from the
warehouse for production.
• Plastic material production. PVC compound are produced according to the formulation and process
instructions, after which the finished compound is returned to the warehouse.
• Input of copper conductor. Purchased copper conductor wire is taken out of the warehouse.
• Foaming and cored wire extrusion process. PVC materials are extruded over the copper conductor to
form an insulation layer, producing the cored wire.
• Cable formation, braiding, wrapping, amplitude-illuminated crosslinking production . The production
department manufactures semi-finished goods per the process card. Depending on the specific product,
one to four of these operations may be applied to produce the semi-finished cable.
• Outer skin extrusion process . Semi-finished goods and PVC compound are fed into the extruder, and a
PVC jacket is extruded over the semi-finished cable to create the finished product.
• Packaging and product delivery. Finished goods are packaged and returned to the warehouse and, in
accordance with the customer’s delivery schedule, shipped to the customer.
Electronic material products
The chart below sets out general key steps of production process for our electrical cable accessories
products.
Granulation Package Product
deliveryCrosslinkingExtrusion Expansion
• Granulation. Multiple components are melted and homogenized to form pelletized compound.
• Extrusion. The pellets are melted and extruded into tubular products.
• Crosslinking. At the microscopic level, electron-beam irradiation converts the linear molecular
structure into a three-dimensional network.
• Expansion. The irradiated pre-tube is expanded to its final dimensions.
• Package. The products are packaged into individual units.
• Product delivery. The finished goods are delivered to the customer in accordance with their schedule.
Electrical cable accessories products
The chart below sets out key steps of production process for our electrical cable accessories products.
Input of raw material PackagingTest/Inspection
Rubber compounding
Heat
treatment
Dense
vulcanization
Rubber injection molding
Conductive
molding
Insulation
molding
Product delivery
• Input of raw material. Accurately weigh and input each ingredient according to the formulation sheet.
• Rubber compounding & Heat treatment & Dense vulcanization. Disperse and uniformly mix the
rubber with all weighed ingredients to produce the compound. Then pass the compound through a
warm two-roll mill to further improve dispersion uniformity. Add the vulcanizing agent in an internal
mixer to impart vulcanizable characteristics to the compound.
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• Rubber injection molding & conductive molding & Insulation molding. Inject the compound into
molds to form the required product geometry. Inject to mold conductive products. Then Inject to mold
insulating products.
• Test/Inspection. Evaluate physical and electrical properties to ensure compliance with specifications.
• Packaging. Assemble the main product with its accessories per the structural design for convenient
transport or subsequent use.
• Product delivery. The finished goods are delivered to the customer in accordance with their schedule.
The time for each production cycle varies depending on the complexity of technological procedures to be
adopted and customer’s specific demands on product functions. It may generally take around one to two weeks to
complete production from the time of reception of raw materials.
Our Production Equipment
During the Track Record Period, we sourced production equipment from reputable suppliers from China and
around the world. We rely on our in-house technicians to conduct regular maintenance work to ensure the safe
and proper operations of our equipment and production line. During the Track Record Period and as of the Latest
Practicable Date, we did not encounter any major interruptions in the production process due to facility or
equipment failures or malfunction, nor did we experience any major accidents.
We fully recognize the importance of advanced and quality manufacturing equipment for our business
operations and invested in enhancing our long-term relationship with suppliers of critical equipment in China and
overseas. Leveraging our leading market position, digitalization achievements and financial strength, we
thoroughly plan our equipment procurement taking into account expected purchase orders and the lead time for
relevant suppliers to complete equipment production. During the Track Record Period and up to the Latest
Practicable Date, we did not encounter any delay in equipment delivery, or dispute with our equipment suppliers
that caused material and adverse impact to our business operations.
We developed some of our own production equipment and technologies, such as dry expanders and
automatic loading technology for thin tubing. For our proprietary dry expander, we replaced glycerin heating
technology with infrared heating technology, which successfully increased the expansion speed from 6m/s to
9m/s while reducing energy consumption. In addition, our proprietary automatic thin tube loading technology has
increased per capita capacity from 7,000m/h to 18,000m/h and solved quality-related problems such as twisting
and folding during heat shrink tube loading, paving the way for our customers to automate their production and
breaking a key bottleneck in automation for the industry.
With 16 Rosendahl physical foam extrusion lines and more than 50 irradiators, we had one of the largest
portfolios of relevant equipment in China which allows us to consistently mass-produce high-quality telecoms
cables and electronic materials as of the Latest Practicable Date. Upon reception of advanced equipment, we rely
on our in-house R&D staff and experienced technicians to conduct fine tune and adjustment to relevant
specifications to ensure expected performance and meet customized production requirements. For instance,
leveraging our expertise and deep industry experience, we possessed an expert team in this area. All of our
technicians hold necessary qualifications. During the Track Record Period and up to the Latest Practicable Date,
we did not experience any material work safety accident.
SEASONALITY
Due to the nature of our products, we are not subject to material fluctuations in seasonality.
QUALITY CONTROL
Quality control is of strategic importance to ensure product consistency and uniformity, which is crucial for
many of our key customers operating in critical infrastructure and/or engaging in advanced manufacturing
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business, who treat reliability and high-performance with top priority. We have been committed to establishing
and implementing stringent quality control system in line with applicable international or industry standards,
while setting specific groups of quality parameters and product performance indicators for different types of
products and/or specific customers. For instance, for production of electronic material products, we have
established a series of quality control procedures in line with ISO 9000 system certification, IATF 16949
automotive system, AS 9100 aviation system, nuclear power quality assurance system and ISO 13485 medical
system, all being fully merged into our production steps and procedures.
We invested in implementing advanced equipment and latest technologies to enhance the accuracy and
efficiency of our quality inspections. In particular, given the fact that our products are designed for long-term
service in harsh environments, we have included our product performance tracking and customer’s feedback
system into our quality control system as well, where we may rely on data-driven analytical tools to make timely
adjustment to our quality control procedures, as well as R&D efforts. By doing so, we ensure that our products
meet the highest quality standards right from the source.
During the Track Record Period and up to the Latest Practicable Date, we did not experience any dispute in
relation to our product quality that caused material and adverse impact to our business operations.
OUR INFORMATION TECHNOLOGY
We believe that information technology is crucial for maintaining our competitive position. During the
Track Record Period, we invested in developing our IT systems to ensure our business management could enjoy
technology-backed benefits in terms of automation, informatization, intelligence and digitization.
• Production Management. We actively promote the development and implementation of application
systems such as manufacturing execution system (“ MES”), warehouse execution system (“ WES”) and
supervisory control and data acquisition (“ SCADA”), bringing transparent and paperless management
on relevant business operations, while allowing our management to view visualized presentation on
business progress on a real-time basis. In particular, we developed our own MES, which can mainly be
used in manufacturing to track and document the transformation of raw materials to finished goods.
MES can provide information that helps manufacturers understand how to optimize current conditions
on the factory floor to increase production and can be used as a real-time monitoring system to control
multiple elements of the production process, such as inputs, people, machines and support services. We
consider these systems are crucial for us to achieve optimized cost-efficiency, resulting in optimized
profitability and sustainable competitiveness. In addition, we invested in utilizing technology and
equipment that can complete tasks in a highly automated way, such as heat-shrinkable tube printing
and automatic inkjet coding control, continuously improving our production efficiency.
• Financial Management . We capitalize on digital tools and cloud computing technologies to solve
challenges associated with management on massive number of transactions and financial reporting
work, achieving highly accurate tracking, real-time supervision and prompt response towards business
needs. We also invested in continuously optimizing fund management and financial reporting
mechanism to keep enhancing the efficiency and quality of financial management, in the way to keep
the pace with, and support, our business expansion. Our technology-backed financial management
capability allows us to effectively reduce risks and/or errors associated with manual operations and
enjoy efficiency brought up by highly intelligent and automated procedures.
• Sales and Procurement Management. We adopt customer relationship management system
(“CRM”) and supplier relationship management (“ SRM”) system, which, working together with other
IT function components, allow us to achieve sustainable and lean sales and supply chain management.
We leverage big data analytical tools to derive valuable insights from large number of transactions, in
the way to assist our team achieving operation efficiency, while allowing our management to identify
potential issues that may affect our overall profitability. In particular, we utilize intelligent tools
significant improve our work efficiency.
We have established network and information security emergency plans, setting procedures to properly
handle emergencies. In addition, our current system networks and servers are equipped with redundancy
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BUSINESS
mechanisms to ensure robust backup and inspection mechanisms for our systems. During the Track Record
Period and up to the Latest Practicable Date, our IT systems did not experience any major failures or complete
breakdowns that had a significant adverse impact on our overall business operations.
MARKETING, SALES AND CUSTOMERS
Our Customers
Our customers primarily consist of direct sales customers and distributors, of which direct sales customers
contributed to the majority of our revenue during the Track Record Period. During the Track Record Period, we
derived the largest share of our revenue from Chinese mainland. In 2022, 2023, 2024 and the nine months ended
September 30, 2025, our five largest customers in each year/period during the Track Record Period contributed
12.6%, 11.5%, 12.7% and 19.3%, respectively, to our total revenue for the respective year/period. Sales to our
largest customer in each year/period during the Track Record Period accounted for 5.5%, 5.2%, 4.0% and 9.7%
of our total revenue for the respective year/period. As of the Latest Practicable Date, we had maintained stable
business relationship with our major customers for approximately 13 years in average. During the Track Record
Period, all of our five largest Customers in each year/period are our direct customers.
The following tables set forth the details of our five largest customers in each year/period during the Track
Record Period.
For the year ended December 31, 2022
No. Customer Background
Customer
type
Products/services
purchased from us Revenue
% of total
revenue
Year of
commencement of
business
relationship
with us
Credit terms and
payment method
(RMB ’000)
1 Customer A A Beijing-
based large-
scale state-
owned
electric utility
corporation
focusing on
power grid
investment
and operation
direct
customer
Electrical
cable
accessories
products, and
wind power
294,638 5.5% 2010 One month;
bank transfer
2 Customer B A
Connecticut-
based global
connector
manufacturer
designing
electrical/
optical
connectors
listed on the
New York
Stock
Exchange
direct
customer
Telecoms
cables
137,939 2.6% 2003 60 days; bank
transfer
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No. Customer Background
Customer
type
Products/services
purchased from us Revenue
% of total
revenue
Year of
commencement of
business
relationship
with us
Credit terms and
payment method
(RMB ’000)
3 Customer C A Ningde-
based large-
scale new
energy
technology
company
specializing
in EV
batteries and
energy
storage
systems,
listed on the
Shenzhen
Stock
Exchange and
the Hong
Kong Stock
Exchange
direct
customer
NEV power
transmission
products
95,630 1.8% 2017 90 days;
banker’s
acceptance
4 Customer D A Chongqing-
based
automobile
manufacturer
developing,
selling and
manufacturing
automobile
and relevant
accessories
and providing
NEV
charging
services
direct
customer
NEV power
transmission
products
75,379 1.4% 2019 120 days; wire
transfer or
banker’s
acceptance
5 Customer E A Shenzhen-
based
manufacturer
focusing on
related
components,
modules, and
system-
integration in
fields such as
consumer
electronics,
communications
and data
centers,
automotive,
and medical,
listed on the
Shenzhen
Stock
Exchange
direct
customer
Telecoms
cables
68,620 1.3% 2002 90 days; bank
transfer
Total 672,206 12.6%
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BUSINESS
For the year ended December 31, 2023
No. Customer Background
Customer
type
Products/services
purchased from us Revenue
%o f
total
revenue
Year of
commencement
of business
relationship
with us
Credit terms
and payment
method
(RMB ’000)
1 Customer A A Beijing-based
large-scale state-
owned electric
utility
corporation
focusing on
power grid
investment and
operation
direct
customer
Electrical cable
accessories
products, and
wind power
298,092 5.2% 2010 One
month;
bank
transfer
2 Customer F A Hangzhou-
based large-
scale automotive
company, listed
on the Hong
Kong Stock
Exchange
direct
customer
NEV power
transmission
products
118,702 2.1% 2021 90 days;
banker’s
acceptance
3 Customer B A Connecticut-
based global
connector
manufacturer
designing
electrical/optical
connectors listed
on the New
York Stock
Exchange
direct
customer
Telecoms cables 99,090 1.7% 2003 60 days;
bank
transfer
4 Customer G A Qingdao-
based power
equipment and
EV charging
network
provider, listed
on the Shenzhen
Stock Exchange
direct
customer
NEV power
transmission
products
77,759 1.4% 2011 120 days;
banker’s
acceptance
5 Customer C A Ningde-based
large-scale new
energy
technology
company
specializing in
EV batteries and
energy storage
systems, listed
on the Shenzhen
Stock Exchange
and the Hong
Kong Stock
Exchange
direct
customer
NEV power
transmission
products
60,098 1.1% 2017 90 days;
banker’s
acceptance
Total 653,741 11.5%
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BUSINESS
For the year ended December 31, 2024
No. Customer Background
Customer
type
Products/services
purchased from us Revenue
%o f
total
revenue
Year of
commencement
of business
relationship
with us
Credit
terms and
payment
method
(RMB ’000)
1 Customer B A Connecticut-
based global
connector
manufacturer
designing
electrical/optical
connectors listed
on the New
York Stock
Exchange
direct
customer
Telecoms cables 279,588 4.0% 2003 60 days;
bank
transfer
2 Customer A A Beijing-based
large-scale state-
owned electric
utility
corporation
focusing on
power grid
investment and
operation
direct
customer
Electrical cable
accessories
products, and
wind power
267,575 3.9% 2010 One
month;
bank
transfer
3 Customer F A Hangzhou-
based large-
scale automotive
company, listed
on the Hong
Kong Stock
Exchange
direct
customer
NEV power
transmission
products
147,076 2.1% 2021 90 days;
banker’s
acceptance
4 Customer H A Liuzhou-
based
automotive
company
focusing on
R&D and
manufacture
automobile and
relevant
automotive parts
direct
customer
NEV power
transmission
products
98,345 1.4% 2018 90 days;
banker’s
acceptance
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BUSINESS
No. Customer Background
Customer
type
Products/services
purchased from us Revenue
%o f
total
revenue
Year of
commencement
of business
relationship
with us
Credit
terms and
payment
method
(RMB ’000)
5 Customer E A Shenzhen-
based
manufacturer
focusing on
related
components,
modules, and
system-
integration in
fields such as
consumer
electronics,
communications
and data centers,
automotive, and
medical, listed
on the Shenzhen
Stock Exchange
direct
customer
Telecoms cables 93,191 1.3% 2002 90 days;
bank
transfer
Total 885,775 12.7%
For the nine months ended September 30, 2025
No. Customer Background
Customer
type
Products/services
purchased from us Revenue
% of total
revenue
Year of
commencement
of business
relationship
with us
Credit
terms and
payment
method
(RMB ’000)
1 Customer B A Connecticut-
based global
connector
manufacturer
designing
electrical/optical
connectors listed
on the New York
Stock Exchange
direct
customer
Telecoms cables 589,995 9.7% 2003 60 days;
bank
transfer
2 Customer A A Beijing-based
large-scale state-
owned electric
utility
corporation
focusing on
power grid
investment and
operation
direct
customer
Electrical cable
accessories
products, and
wind power
189,122 3.1% 2010 one month;
bank
transfer
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No. Customer Background
Customer
type
Products/services
purchased from us Revenue
% of total
revenue
Year of
commencement
of business
relationship
with us
Credit
terms and
payment
method
(RMB ’000)
3 Customer I A large-scale
global
connectivity
systems provider
designing and
manufacturing
connectors
direct
customer
Telecoms cables 180,849 3.0% 2020 60 days;
bank
transfer
4 Customer H A Liuzhou-based
automotive
company
focusing on
R&D and
manufacture
automobile and
relevant
automotive parts
direct
customer
NEV power
transmission
products
115,333 1.9% 2018 90 days;
banker’s
acceptance
5 Customer C A Ningde-based
large-scale new
energy
technology
company
specializing in
EV batteries and
energy storage
systems, listed
on the Shenzhen
Stock Exchange
and the Hong
Kong Stock
Exchange
direct
customer
NEV power
transmission
products
98,312 1.6% 2017 90 days;
banker’s
acceptance
Total 1,173,611 19.3%
As of the Latest Practicable Date, none of our Directors, their close associates or any of our Shareholder
which to the best knowledge of our Directors owned more than 5% of the issued share capital of our Company,
had any interest in our five largest customers in each year/period during the Track Record Period. To the best
knowledge of our Directors, each of our five largest customers in each year/period during the Track Record
Period was an Independent Third Party.
The salient terms of our standard direct sales agreements during the Track Record Period are set out below:
Duration .................. T h e duration of the direct sales agreements with our direct sales customers
ranges from one to five years.
Pricing policy .............. W e sell our products to direct sales customers at mutually agreed price levels.
We generally have price adjustment mechanisms with our direct sales
customers.
Payment and credit terms ..... T h e payment is due when customers confirm acceptance of our products. We
generally grant a credit period to our direct sales customers of approximately
five days to six months.
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Minimum purchase amount and
sales target ................
We generally do not set minimum purchase amounts and sales targets.
Return arrangements ........ W e typically do not allow our direct sales customers to return products to us
except for limited reasons, such as product design defects or quality issues.
Product liability ............ W e take corresponding responsibility for the quality issues of the products.
Transfer of risks ............ T h e risks transfer to direct sales customers after they confirm receipt of our
products.
Termination ................ O u r direct sales customers are typically entitled to terminate the agreement
upon expiry of the agreement or with 90 days’ prior written notice.
Sales and Marketing
We implement a multi-brand marketing strategy to cater to the diverse needs of our customers. By adopting
different branding strategies for each customer category, we ensure that our brands, such as WOER, LTK, and
KTG, have established a strong reputation within the industry. Our widespread network of sales subsidiaries and
offices forms a comprehensive marketing network, reaching both domestic and select international markets, which
also supports our foundation for providing high-quality and timely delivery services.
As of September 30, 2025, our sales and marketing department consists of 815 employees, primarily
responsible for developing sales and marketing plans, identifying product markets, acquiring customers,
conducting business negotiations, and establishing cooperative relationships with our customers. We acquire
customers through multiple channels, including attending industry exhibitions to showcase our products and
technologies, actively collecting customer information through potential customer websites, expanding our
customer base, and leveraging existing industry connections for referrals. Our sales model combines direct sales
with distributors.
We typically sell our products through purchase orders or purchase agreements entered into with our
customers where they set out purchasing price, volume, delivery details, warranty terms and product
specifications of respective procurement batches. We typically charge a fixed purchasing price for our products
and grant to our customers credit terms of up to 90 days. We typically only allow our customers to return
products with defects or other quality issues. Such agreements can be terminated upon mutual consent. We
generally do not set minimum purchase amount to our customers. As confirmed by our Directors, during the
Track Record Period and up to the Latest Practicable Date, there have been no material breaches of contract or
any significant defaults between our Company and our customers.
Pricing
In determining the pricing of our products, we take into account a broad range of factors, including strategic
value and our business relationship with relevant customer, prevailing market competition of similar products,
costs of raw material price, manufacturing complexity and costs, as well as our production capacity and purchase
order backlog. In particular, given distinctively different nature and utilization scenarios of our products, we also
set certain unique pricing determination factors accordingly. For instance, in respect of products where clients
often demands particular specifications suitable for expected utilization scenario, such as telecoms cable
products, we set different prices for products of different material, performance specifications and/or tailor-made
characteristics that we design and/or develop accordingly; while, on the other hand, for those products generally
sold in compliance with industry-wide standard and/or more of commodity nature, like ordinary electrical
material, NEV power transmission products, such as NEV charging gun and electrical cable accessories, price
difference are more affected by length, current or voltage range and particular standard level that relevant
product fit into.
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The following sets forth the pricing factors that we take into account for our various products and services:
• Electronic materials: material type, performance specifications (e.g., flame retardancy, tensile
properties, environmental resistance, etc.)
• Communication cables: cable type, cable length, transmission performance
• NEV power transmission products: product type, current level, wire length
• Electrical cable accessories: voltage level, certification grade (e.g., k1)
• MOM/MES platforms: functional requirements, number of modules, development workload, system
integration
We believe our long-standing relationship, product quality, wide coverage of product use cases and unique
value propositions to customers help us negotiate for more premium pricing for our products while remaining
competitive in the market. While we promulgate and regularly update guided selling price of our products for our
sales team across different business segments, we allow them to make flexible adjustment within a specified
range to ensure negotiation efficiency. In particular, where there is a abrupt changes in market conditions of a
specific type of product, and/or raw material associated with relevant product, we will arrange ad hoc meetings
where management team across different department can work together to quickly analysis relevant impact,
estimate future trend based on study of past track and set necessary changes on selling prices. In cases where the
quoted price falls below relevant guidance, the discount shall be approved by the vice president, general
manager, or Chairman, depending on the extent of the discount, before execution.
After-Sales Service
We attach great importance to the after-sales service provided to customers and have formulated policies that
share unified guiding principles with specific flexibility tailored for characteristics of different business lines. We
generally require our staff to respond customers’ requests within 24 hours and propose solutions within 48 hours. To
ensure timely response, we generally assign a particular service team from subsidiaries or branches with close
proximity to relevant customers, who shall make regular visit to collect feedback and improve service quality.
Distributors
During the Track Record Period, we sold our products through (i) direct sales and (ii) distributors. During
the Track Record Period, we engaged distributors for sales of products, primarily electronic material products,
electrical cable accessories products, and telecoms cable products. The tables below set out details our revenue,
gross profit and gross profit margin by sales channel for years and periods indicated.
Years ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
(RMB in thousands, except for percentage)
(Unaudited)
Revenue
Direct Sales .... 4,145,871 77.7 4,503,337 78.7 5,630,787 81.4 3,887,111 80.7 5,145,107 84.7
Distributors ..... 1,190,778 22.3 1,215,504 21.3 1,289,315 18.6 928,404 19.3 931,571 15.3
Total .......... 5,336,649 100.0 5,718,841 100.0 6,920,102 100.0 4,815,515 100.0 6,076,678 100.0
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Years ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
(RMB in thousands, except for percentage)
(Unaudited)
Direct
Sales ..... 1,311,329 31.6 1,466,533 32.6 1,765,759 31.4 1,248,045 32.1 1,612,458 31.3
Distributors . 300,633 25.2 322,108 26.5 344,604 26.7 246,670 26.6 265,279 28.5
Total/
Overall .. 1,611,962 30.2 1,788,641 31.3 2,110,363 30.5 1,494,715 31.0 1,877,737 30.9
During the Track Record Period, we engaged distributors to enjoy cost-efficient distribution of products by
leveraging relevant distributors’ established business network and insight on local markets/regions both in China
and overseas, as well as specific needs from relevant end customers. By doing so, we believe we can benefit from
quick market penetration and expansion in a cost-efficient way, without incurring costs and expenses to build our
own marketing and sales team for relevant regions. As advised by F&S, such practice is an industry norm.
Significant part of our distributors are individual business owners or small size trading companies. During the
Track Record Period, the vast majority of our distributors transact with us via purchase orders instead of fixed-
term distribution agreements as we believe this provides additional flexibility. We consider we benefit from this
practice by leveraging relevant distributors’ wide market access and well-established distribution network to
achieve quick expansion and market penetration.
The table below sets out the changes in the number of distributors during the Track Record Period:
Year ended December 31,
Nine Months ended
September 30,
2022 2023 2024 2025
Distributors who had revenue contribution in
the immediately preceding year ........... 3,980 3,791 3,944 3,451
- Addition(1) ............................ 9 5 9 1,008 376 751
- Reduction(2) ........................... 1,148 855 869 711
Distributors who had revenue contribution in
the current year ....................... 3,791 3,944 3,451 3,491
Notes:
(1) Refers to distributors who had revenue contribution in the current year but had no revenue contribution in the immediately
preceding year.
(2) Refers to distributors who had revenue contribution in the immediately preceding year but had no revenue contribution in the
current year.
The significant changes in the number of our distributors during the Track Record Period was primarily due
to the fact that many of our products, particularly electronic material products, are commodities that can be used
in a wide range of industries and in many day-to-day production or maintenance scenarios, and have a long shelf
life. As a result, we deal with a large number of distributors with small business scale who may purchase from us
from time to time. In particular, given long shelf life of our products, distributors may repurchase from us quite a
long time after their last purchase. According to F&S, this practice has become the industry norm due to the
nature of such products and the increasing number of end-users seeking flexible inventory management. Through
this flexible distribution arrangement, we believe we can strengthen the market penetration of our products and
cultivate the loyalty and trust of end customers, laying the foundation for us to launch different types of products
with large sales volumes in the future.
Revenue generated from distributors amounted to RMB1,190.8 million, RMB1,215.5 million,
RMB1,289.3 million and RMB931.6 million during the Track Record Period, amount to 22.3%, 21.3%, 18.6%
and 15.3% of our total revenue from the respective periods. We did not rely on any single distributor or a limited
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number of distributors. During the Track Record Period, we believe that we maintained a good business
relationship with our distributors. During the Track Record Period and up to the Latest Practicable Date, we had
not experienced any material disputes with our distributors.
We maintain a buyer-seller relationship with our distributors. We generally require a full payment before
delivering products to distributors. Through this approach, we aim to reduce the risk of distributors over-ordering
stock that they may not be able to sell, ensuring that distributors are more cautious in their ordering, aligning
their purchases with actual sales patterns and market demand. For our sales to distributors, we recognized
revenue upon their reception and generally do not allow returns of products sold to distributors, except for
defective products. According to F&S, our product return policy with distributors is in line with the industry
practice. Our typical purchase orders generally specify the products and the unit price, quantity and warranty
period for such products. We generally do not set selling prices to our distributors. However, many of our
standard products have prevailing market prices as an industry-accepted price benchmark. We do not set
minimum purchase requirements.
In line with market practice, we also enter into standard distribution agreements with some of our
distributors, which are sales and purchase agreements in nature. The following table sets forth a summary of the
salient terms of the standard distribution agreements we enter into with distributors:
Duration ........................ T h e duration of the distribution agreements is typically one year.
Designated distribution channel ...... W e typically designate specific geographical area to different
distributors. The distributors are not allowed to sell our products
outside of their designated distribution areas.
Pricing policy .................... Parties agreed to set a selling price through negotiation.
Payment and credit terms ........... W e generally require a full payment before delivering products to
distributors.
Sub-distribution .................. W e generally do not prohibit our distributors from engaging sub-
distributors.
Product return .................... Unless otherwise agreed, we do not accept product returns for non-
quality reasons.
Termination ...................... T h e agreements can be terminated upon contract expiration, or by
mutual agreement.
We carefully select our distributors based on a set of strict criteria, including their financial condition,
certifications and qualifications, geographic coverage, sales channels, existing customer base, and sales
performance. We pay particular attention to check distributors business network and market reach to evaluate
benefits from engaging them for sales of products. We regularly review the performance of distributors through a
selection process and annual assessment. We consider various factors in renewing relationships with distributors,
including their qualifications, sales and marketing capabilities, sales network, financial resources, customer
resources and synergies with our brands. We proactively manage our distributors by adopting and implementing
a suite of distributor management policies to ensure distributors are in compliance with the legal requirements.
We set terms in our purchase orders demanding distributors comply with relevant laws and regulations. In
addition, in line with our distributor management policies, we conduct regular review on performance, market
feedback and interview results from end customers of distributors. We also dispatch employees to visit
distributors’ office premises on regular or ad hoc basis to verify information provided by our distributors, in line
with our financial and accounting policies. In line with our policies and relevant terms in agreements with
distributors, we may terminate business relationships with distributors upon finding they commit fraud, damage
our brand reputation, or fail to comply with relevant laws and regulations in governing jurisdictions.
We strive to minimize the channel stuffing risks with our distributors by maintaining a relatively stringent
return policy for our distributors. Product returns by distributors are only allowed for defective products, which is
in line with market practice. We believe such a stringent return policy discourages distributors from over-
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purchasing. We had a return rate of 0.8%, 0.9%, 0.6% and 0.1% from our distributors in 2022, 2023, 2024 and
the nine months ended September 30, 2025, respectively.
For instance, for those distributors that we consider valuable for developing select regional markets, we
conduct interview and/or on-site visit to understand their inventory level, through which, we may understand
prevailing market conditions and check whether they have sufficient stock level. We believe these measures,
together with above mentioned payment terms, policies on product return, and other distributor management
policies, can effectively mitigate risks associated with potential cannibalization and channel stuffing. We do not
restrict distributors from appointing sub-distributors. During the Track Record Period, we did not enter into sub-
distribution agreements with sub-distributors. To the best knowledge of our Directors, we had only a limited
number of sub-distributors during the Track Record Period.
To the best of our Directors’ knowledge, in 2022, 2023, 2024 and the nine months ended September 30,
2025, 25, 30, 26 and 26 distributors were controlled by our former employees, respectively. During the Track
Record Period, revenue generated from distributors controlled by our former employees represented 0.6%, 0.7%,
0.7% and 0.7% of our revenue, respectively. Except for this, during the Track Record Period, to the best of our
Directors’ knowledge, all of our distributors were Independent Third Parties and were not controlled by our
current or former employees. During the Track Record Period, we did not provide any material advance or
financial assistance to our distributors. There were no other relationship or arrangement (family, business,
financing, guarantee or otherwise) between our distributors and our Group, our Directors, shareholders and senior
management and their respective associates.
Overlapping of Major Customers and Suppliers
During the Track Record Period, certain of our major customers were also our suppliers in the respective
years, which is in conformity with the industry norm. Specifically, two of our five largest customers in certain
years/periods in the Track Record Period (being Customer B and Customer F) procured telecoms cables and
NEV power transmission products from us and supplied us with connectors and other components used in the
manufacture of wire harnesses and an outdoor energy storage cabinet to us. Although Customer B and we are
both engaged in the development and manufacturing of telecoms cable products, we believe Customer B choose
to purchase telecoms cables from us in recognition of the quality performance and reliable production capacity
for select type of high-speed copper cable products, where manufacturing technique and specification complexity
make our product enjoy outstanding competitiveness. The principal business operations and product portfolios of
Customer F and us are distinct in nature. In addition, the products procured by Customer F from us are also
categorically distinct from, and not substitutable for, the products supplied by Customer F to us. In 2022, 2023,
2024 and the nine months ended September 30, 2025, our sales amount attributable to these suppliers amounted
to RMB148.5 million, RMB217.8 million, RMB426.7 million and RMB629.4 million, which accounted for
2.8%, 3.8%, 6.2% and 10.4% of our sales amount, respectively; and our purchase amount attributable to these
customers amounted to RMB8.7 million, RMB1.3 million and RMB2.7 million and RMB0.3 million, which
accounted for 0.3%, 0.0%, 0.1% and 0.0% of our purchases, respectively. In 2022, 2023 2024 and the nine
months ended September 30, 2025, our gross profit attributable to these two customers amounted to
RMB47.2 million, RMB50.5 million, RMB145.7 million and RMB283.8 million, respectively. The gross profit
margin attributable to Customer B and Customer F is comparable to other customers of the Group.
According to F&S, the overlapping of our customers and suppliers is common in the highspeed data
communication and electrical power transmission industry, where companies often operate multiple business
lines across various parts of the value chain. It is typical for industry participants to act both as upstream
component suppliers and downstream solution integrators. In our case, overlapping relationships typically arise
when high-speed copper cable manufacturers supply connectors or other components for our highspeed data
communication solution while also procuring our telecoms cables, as far as we know, NEV power transmission
products or other components for integration into their own product lines. This dual role is reflective of our
ecosystem driven commercialization model and the collaborative structure of the high-speed data communication
and electrical power transmission industry.
Our Directors confirm that all transactions with Customer B and Customer F were conducted in the ordinary
course of business, on normal commercial terms, and were not interconditional. The contractual terms were
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substantially the same as those with our other customers and suppliers. There was no instance of set-off trade
receivables from Customer B and Customer F with trade payables to the company during the Track Record
Period. Save as disclosed above, to the best of our knowledge, none of our five largest customers in each year/
period during the Track Record Period was a supplier of us. To the best knowledge of our Directors, all of these
parties were Independent Third Parties.
OUR SUPPLIERS
Major Suppliers
Our suppliers primarily include suppliers for raw materials, equipment and packaging services. During the Track
Record Period, the majority of our suppliers are located in Chinese mainland. We also procure certain raw materials
and equipment from overseas suppliers. In each year/period of the Track Record Period, our purchases from overseas
suppliers accounted for 2.9%, 3.0%, 3.1% and 5.9% of our total purchase for the respective year/period respectively.
Our purchase of US-originated raw materials is insignificant. For details please see “Business —Tariff ”. In each year
during the Track Record Period, our purchases from our five largest suppliers in each year/period during the Track
Record Period accounted for 21.9%, 22.6%, 18.0% and 15.8% of our total purchases for the respective year/period
respectively, while our purchase from the largest supplier in each year/period during the Track Record Period
accounted for 8.3%, 7.1%, 6.6% and 4.5% of our total purchases for the respective year/period.
The following tables set forth the details of our five largest suppliers in each year/period during the Track
Record Period.
For the year ended December 31, 2022
No. Supplier Background
Products/services
provided to us
Purchase
amount
%o f
total
purchase
amount
Year of
commencement
of business
relationship
with us
Credit
terms and
payment
method
(RMB’000)
1 Jin’s Copper
Industries
Co., Limited
(
ˤზุϞ
ʮ̡)
Huizhou-based subsidiaries of
a Hong Kong-based industrial
manufacturer specializing in
copper products processing
and metal casting
Raw materials 260,900 8.3% 2010 75 days;
interest-
bearing note
or wire
transfer
2 Supplier A A Beijing-based state-owned
energy company engaged in
petroleum exploration,
refining, and chemical
production
Raw materials 166,178 5.3% 2021 Prepayment;
bank transfer
3 Huizhou
Cable-net
Material
Co., Ltd. (
౉
ψᑌཥཥʈ
ʮ
̡
)
A Huizhou-based electrical
materials manufacturer
producing copper-clad
aluminum wires, enameled
wires, and electronic cables for
automotive and industrial
applications
Raw materials 95,466 3.0% 2018 75 days;
interest-
bearing note
or wire
transfer
4 Xinxieji
Electronics
(Changshu)
Co., Ltd. (
อ
՘ਿཥɿ
ࠢ
ʮ̡
)
A Changshu-based specialized
wire producer focused on high-
flexibility tin-plated/copper
foil wires for robotics and
charging piles
Raw materials 87,753 2.8% 2016 30 days;
interest-
bearing note
or wire
transfer
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BUSINESS
No. Supplier Background
Products/services
provided to us
Purchase
amount
%o f
total
purchase
amount
Year of
commencement
of business
relationship
with us
Credit
terms and
payment
method
(RMB’000)
5 Jiangxi
Xingcheng
Copper Co.,
Ltd. (
ϪГጳ
ࠢ
ʮ̡
)
A Guixi-based copper wire
manufacturer supplying high-
precision bare copper wires
Raw materials 77,071 2.5% 2021 Nil; bank
transfer
Total 687,368 21.9%
For the year ended December 31, 2023
No. Supplier Background
Products/services
provided to us
Purchase
amount
%o f
total
purchase
amount
Year of
commencement
of business
relationship
with us
Credit
terms and
payment
method
(RMB’000)
1 Jin’s Copper
Industries
Co., Limited
(
ˤზุϞ
ʮ̡)
Huizhou-based subsidiaries of
a Hong Kong-based industrial
manufacturer specializing in
copper products processing
and metal casting
Raw materials 227,103 7.1% 2010 75 days;
interest-
bearing note
or wire
transfer
2 Huizhou
Cable-net
Material
Co., Ltd. (
౉
ψᑌཥཥʈ
ʮ
̡
)
A Huizhou-based electrical
materials manufacturer
producing copper-clad
aluminum wires, enameled
wires, and electronic cables for
automotive and industrial
applications
Raw materials 173,481 5.4% 2018 75 days;
interest-
bearing note
or wire
transfer
3 Supplier A A Beijing-based state-owned
energy company engaged in
petroleum exploration,
refining, and chemical
production
Raw materials 126,155 3.9% 2021 Prepayment;
bank transfer
4 Jiangxi
Xingcheng
Copper Co.,
Ltd. (
ϪГጳ
ࠢ
ʮ̡
)
A Guixi-based copper wire
manufacturer supplying high-
precision bare copper wires
Raw materials 114,859 3.6% 2021 Nil; bank
transfer
5 Xinxieji
Electronics
(Changshu)
Co., Ltd. (
อ
՘ਿཥɿ
ࠢ
ʮ̡
)
A Changshu-based specialized
wire producer focused on high-
flexibility tin-plated/copper
foil wires for robotics and
charging piles
Raw materials 83,291 2.6% 2016 30 days;
interest-
bearing note
or wire
transfer
Total 724,889 22.6%
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BUSINESS
For the year ended December 31, 2024
No. Supplier Background
Products/services
provided to us
Purchase
amount
%o f
total
purchase
amount
Year of
commencement
of business
relationship
with us
Credit
terms and
payment
method
(RMB’000)
1 Jin’s Copper
Industries
Co., Limited
(
ˤზุϞ
ʮ̡)
Huizhou-based subsidiaries of
a Hong Kong-based industrial
manufacturer specializing in
copper products processing
and metal casting
Raw materials 278,296 6.6% 2010 75 days;
interest-
bearing note
or wire
transfer
2 Huizhou
Cable-net
Material
Co., Ltd. (
౉
ψᑌཥཥʈ
ʮ
̡
)
A Huizhou-based electrical
materials manufacturer
producing copper-clad
aluminum wires, enameled
wires, and electronic cables for
automotive and industrial
applications
Raw materials 191,020 4.5% 2018 75 days;
interest-
bearing note
or wire
transfer
3 Xinxieji
Electronics
(Changshu)
Co., Ltd. (
อ
՘ਿཥɿ
ࠢ
ʮ̡
)
A Changshu-based specialized
wire producer focused on high-
flexibility tin-plated/copper
foil wires for robotics and
charging piles
Raw materials 103,868 2.5% 2016 30 days;
interest-
bearing note
or wire
transfer
4 Guangdong
Huachuangying
Hardware
Technology
Co., Ltd. (
ᄿ
ʞ
ࠢ
ʮ̡
)
A Foshan-based precision
copper wire produce,
supplying electronic wires
Raw materials 98,967 2.4% 2021 Nil;
bank transfer
5 Zhenxiong
Copper
Group Co.,
Ltd. (
ቤඪზ
ࠢ
ʮ̡
)
A Kunshan-based advanced
conductor solutions provider
developing ultra-fine alloy
wires for medical, aerospace,
and robotics applications
Raw materials 84,533 2.0% 2010 75 days;
interest-
bearing note
or wire
transfer
Total 756,684 18.0%
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For the nine months ended September 30, 2025
No. Supplier Background
Products/
services
provided
to us
Purchase
amount
%o f
total
purchase
amount
Year of
commencement
of business
relationship
with us
Credit terms and
payment method
(RMB’000)
1 Jin’s Copper
Industries Co.,
Limited (
ˤზุϞ
ʮ̡)
Huizhou-based
subsidiaries of a Hong
Kong-based industrial
manufacturer specializing
in copper products
processing and metal
casting
Raw
materials
190,426 4.5% 2010 75 days;
interest-bearing
note or wire
transfer
2 Huizhou Cable-net
Material Co., Ltd. (
౉
ࠢ
ʮ̡
)
A Huizhou-based
electrical materials
manufacturer producing
copper-clad aluminum
wires, enameled wires,
and electronic cables for
automotive and industrial
applications
Raw
materials
156,753 3.7% 2018 75 days;
interest-bearing
note or wire
transfer
3 Supplier C A Yingtan-based non-
ferrous metals producer
engaged in the mining,
smelting and processing
of copper and other non-
ferrous metals, as well as
the recovery and
recycling of valuable
elements
Raw
materials
118,033 2.8% 2024 Nil;
interest-bearing
note or wire
transfer
4 Supplier B A Changzhou-based
electrical materials
Manufacturer providing
silver-plated wires, tin-
plated wires, nickel-
plated wires, high-
strength, high-
conductivity copper alloy
wires and wire harness
products
Raw
materials
106,315 2.5% 2010 90 days;
interest-bearing
Note or wire
transfer
5 Guangdong
Huachuangying
Hardware
Technology Co., Ltd.
(
Ҧ
ʮ̡)
A Foshan-based
precision copper wire
produce, supplying
electronic wires
Raw
materials
99,113 2.3% 2021 30 days;
bank transfer
Total 670,640 15.8%
As of the Latest Practicable Date, none of our Directors, their respective close associates or any of our
shareholders (who owned or to the knowledge of the Directors had owned more than 5% of our issued share
capital) had any interest in any of our five largest suppliers in each year/period during the TRP. To the best
knowledge of our Directors, each of our five largest suppliers in each year/period during the Track Record Period
was an Independent Third Party.
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We typically enter into framework supply agreements with suppliers, the salient terms of which are set out below:
Duration ................... T h e duration of the framework supply agreements typically spans a period
of one year.
Payment and credit terms ...... W e a r e generally granted by our suppliers a credit term of 15 days to
75 days following the issuance of a letter acceptance.
Transfer of risks ............. T h e risks transfer to us after we complete inspection and confirm receipt of
the products.
Product returns .............. W e have the right to reject, replace or return products for a variety of
reasons, including non-conformity with product quality, product
specification or quantity with the order placed.
Product liability ............. O u r suppliers take corresponding responsibility for the quality issues of the
products.
Termination ................. W e a r e e n titled to terminate the purchase order when the supplier fails to
perform and does not make timely corrections after receipt of our written notice.
We believe that our operation is not dependent on any particular supplier. During the Track Record Period,
we maintained multiple suppliers to avoid overreliance on any of suppliers and we believe there is no significant
difficulty to find suitable substitutes for our suppliers.
Raw Material Procurement
Our business requires the procurement of large volumes of raw materials and we procure from suppliers a variety
of materials necessary for the manufacturing of our products. Most of our raw materials are procured from local
suppliers in China. To optimize supply chain resources and effectively reduce overall procurement costs, we centrally
purchase bulk materials at our Group level, while our subsidiaries are responsible for procuring other materials. This
centralized procurement approach allows us to leverage negotiation and pricing advantages.
We generally enter into legally binding framework agreements with our suppliers, based on which we issue purchase
orders for different batch of procurement, where we set price, volume and other conditions. Suppliers typically charge us a
fixed purchasing price for their products and grant to us credit terms of 30 days to 90 days. The suppliers are typically
responsible for the delivery of products to our designated location specified in each purchase order, and we accept goods
upon completion of inspections. The duration of the framework supply agreements typically spans a period of one year.
We generally do not set minimum purchase amount in relevant agreements. Suppliers typically allow us to return products
with defects or other quality issues. Such agreements can be terminated upon mutual consent.
Market price of raw material like copper set significant impact on our business results and we have
implemented several measures to mitigate the effects of procurement cost volatility and ensure stable raw
material supplies: (i) we generally enter into long-term purchase agreements with suppliers to secure stable
supply of key raw materials; (ii) we also maintained a diversified supplier base to avoid over-reliance on any
single source and/or supplier (iii) we manage increases in costs arising from fluctuations in raw material prices
through adjustments to our selling prices, thereby passing such cost fluctuations on to our customers. For
example, with respect to our communication cable products and NEV power transmission products, the relevant
customer contracts provide that the selling prices shall be with reference to fluctuations in copper prices. Most of
our top five customers during the Track Record Period have such pricing adjustment terms with us. In addition,
for other categories of products, where there are material fluctuations in raw material prices, we adjust the selling
prices of subsequent products in a timely manner in accordance with changes in raw material costs; and (iv) we
actively engage in the research and development of alternative materials suitable for use in our product
manufacturing processes in order to reduce reliance on raw materials which are significantly subject to market
price fluctuations.
During the Track Record Period and up to the Latest Practicable Date, we have not experienced any shortages, delays
in delivery or quality issues with respect to supplies of our raw materials that had a material impact on our operations. We
did not engage in any hedging activities. Based on the foregoing, our Directors are of the view that, during the Track
Record Period, our pricing flexibility and procurement management measures were effective in mitigating the impact of
raw material price fluctuations on our financial performance as evidenced by our stable gross profit margin of 30.2%,
31.3%, 30.5% and 31.3% for the three years ended December 31, 2022, 2023 and 2024, and the nine months ended
September 30, 2025 respectively.
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Inventory Management
Our inventory primarily comprises finished goods, raw materials and consumables, and work in progress.
We manage our inventory levels based principally on expected demand, production schedules and volume of
sales orders. In particular, our inventory management follows a “make-to-order with appropriate inventory”
approach based on customer demand characteristics. We closely monitor inventory turnover days and inventory
settlement record to determine safe level of stock. For regular and standard products, we maintain a safety stock
level determined by market demand to ensure immediate fulfillment of customer needs. We make stock level
review on monthly basis and hold meetings to determine secure level every six months, where our management
team review sales volume and production volume in preceding six months to discuss whether to make necessary
adjustment. For products with special structures or performance requirements, we adopt a made-to-order
production model, manufacturing according to customer orders and delivering on schedule to meet customized
requirements promptly. We regularly monitor our inventories to reduce the risk of overstocking. As of
December 31, 2022, 2023, 2024 and the nine months ended September 30, 2025, we had inventories of
RMB701.3 million, RMB710.3 million, RMB865.3 million and RMB1,139.1 million, respectively.
LICENSES, PERMITS AND APPROVALS
We are required to maintain various licenses, approvals and permits in order to operate our business. We
continually monitor our compliance with these requirements in order to ensure that we have all such approvals,
licenses and permits as are necessary to operate our business.
As of the Latest Practicable Date, as advised by our PRC Legal Adviser and Vietnam Legal Adviser, we had
obtained all material licenses, approvals and permits necessary for our business operations in the PRC and
Vietnam, and such business licenses had remained in full effect. We had not experienced any material difficulties
in renewing material licenses, permits or approvals during the Track Record Period and do not expect there to be
any material difficulties in renewing them upon their expiry.
The table below sets forth a summary of the material license, permits and approvals that we have obtained
for our business operations as of the Latest Practicable Date:
Licenses/Permits/Approvals Issuing Authority Issue Date Expiry Date(1)
Civil Nuclear Safety Equipment
Design License (τΌண
஢̙ᗇ)
National Nuclear Safety
Administration (τΌ
҅)
June 28, 2023 June 30, 2028
Civil Nuclear Safety Equipment
Manufacturing License (ࣨ
τΌண௪Ⴁி஢̙ᗇ)
National Nuclear Safety
Administration (τΌ
҅)
June 28, 2023 June 30, 2028
National Industrial Product
Production License ( Ό਷ʈ
͛ପ஢̙ᗇ)
Guangdong Administration for
Market Regulation (̹
ఙ္ຖ၍ଣ҅)
September 20, 2023 September 19, 2028
Radiation Safety License (τ
Ό஢̙ᗇ)
Department of Ecology and
Environment of Guangdong
Province (
͛࿒ᐑྤᝂ)
August 23, 2022 May 7, 2026
Electricity Business License ( ཥɢ
ุਕ஢̙ᗇ)
Shandong Energy Regulatory
Office of National Energy
Administration of the PRC
(
܃)
September 29, 2017 September 28, 2037
Radiation Safety License (τ
Ό஢̙ᗇ)
Department of Ecology and
Environment of Guangdong
Province (
͛࿒ᐑྤᝂ)
August 6, 2024 August 21, 2028
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BUSINESS
Licenses/Permits/Approvals Issuing Authority Issue Date Expiry Date(1)
Radiation Safety License (τ
Ό஢̙ᗇ)
Changzhou Municipal Bureau
of Ecology and Environment
(
੬ψ̹͛࿒ᐑྤ҅)
November 12, 2024 November 11, 2029
Radiation Safety License (τ
Ό஢̙ᗇ)
Department of Ecology and
Environment of Guangdong
Province (
͛࿒ᐑྤᝂ)
November 18, 2024 May 13, 2026
Radiation Safety License (τ
Ό஢̙ᗇ)
Shanghai Municipal Bureau of
Ecology and Environment
(
ɪऎ̹͛࿒ᐑྤ҅)
November 7, 2024 June 28, 2026
Radiation Safety License (τ
Ό஢̙ᗇ)
Department of Ecology and
Environment of Guangdong
Province (
͛࿒ᐑྤᝂ)
December 26, 2023 December 25, 2028
Radiation Safety License (τ
Ό஢̙ᗇ)
Changzhou Municipal Bureau
of Ecology and Environment
(
੬ψ̹͛࿒ᐑྤ҅)
January 16, 2023 January 15, 2028
Investment Registration
Certificate (ҳ༟ੂ๫)
Management Board of Bac
Ninh Industrial Zones of
Vietnam (
΢ʈุ
ਜ၍։ึ)
October 18, 2019 N/A
Environmental License ( ᐑྤ஢̙
ᗇ)
Bac Ninh Provincial People’s
Committee of Vietnam ( ൳
ึ)
March 27, 2025 March 26, 2035
Note:
(1) “N/A” represents licenses that do not have an expiration date and will remain valid unless revoked.
INTELLECTUAL PROPERTIES
Our success and competitive advantages depend in part on our ability to develop and protect our core
technologies and intellectual property. We own a large portfolio of intellectual properties, including patents,
registered trademarks, software copyrights and domain names in the PRC. Specifically, our R&D efforts have
produced 540 invention patents, 1,490 utility model patents, 140 design patents, 730 registered trademarks and
82 software copyrights in the PRC as of September 30, 2025. As of the same date, we were also granted seven
patents and 170 registered trademarks in overseas jurisdictions, including the U.S., Japan and Europe. See
“Appendix IV — Statutory and General Information — Further Information about the Business of Our Company
— 2. Intellectual Property Rights” in this prospectus for more information.
In particular, our product brands such as WOER, LTK and KTG have built a good reputation in the industry.
Our registered trademark “WOER” has been recognized as a well-known trademark by the China Patent and
Trademark Office. We are deeply committed to our main business and will continue to focus on the inheritance
of brand culture. In the future, we plan to continue to deepen the influence of our existing brands, actively create
other star products and strengthen our brand strategy.
We rely on a combination of patents, copyrights, trademark law, trade secret protection and confidentiality
agreements with customers, suppliers and employees to protect our intellectual property rights. We have also
adopted a comprehensive set of internal rules for intellectual property management. These guidelines set out the
obligations of our employees and create a reporting mechanism in connection with the protection of our
intellectual property. Our legal department is primarily responsible for protecting our intellectual properties. We
proactively manage and expand our intellectual property portfolio and use confidentiality and non-compete
agreements to protect our intellectual properties and trade secrets. During the Track Record Period and up to the
Latest Practicable Date, we have not experienced any disputes with, or litigation against, third parties in relation
to IP rights that would cause material adverse impact to our business performance or financial results.
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AWARDS AND RECOGNITION
Our leading market position and brand recognition are reflected in the numerous awards we have received.
The following table sets forth a selection of the notable awards and recognition we received in the recent years:
Year of Award Awards and Recognition Issuing Authority/Institution
2023 National High and New Technology
Enterprise (ॴ৷อҦஔΆุ)
Shenzhen Science and Technology
Innovation Commission (Ҧ௴อ։
ึ), Shenzhen Municipal Bureau of
Finance (҅), and Shenzhen Tax
Service of the State Taxation
Administration (೼ਕ҅ଉέ̹೼ਕ҅)
2023 National Intellectual Property
Demonstration Enterprise (ᗆପᛆͪ
ᇍΆุ)
China National Intellectual Property
Administration (ᗆପᛆ҅)
2023 National Green Factory Certification (࢕
ॴၠЍʈᅀ)
Ministry of Industry and Information
Technology of the People’s Republic of
China (ʷ௅)
2023 Accreditation from China National
Accreditation Service for Conformity
Assessment (CNASႩ̙)
China National Accreditation Service for
Conformity Assessment (࢕
ึ)
2023 Guangdong Manufacturing Industry Single
Product Champion (ڿ
ۜ)
Department of Industry and Information
Technology of Guangdong Province (؇
ʷᝂ)
2023 Shenzhen Artisan Cultivation
Demonstration Unit ( ଉέʈΘ੃ԃͪᇍ
ఊЗ)
Shenzhen Hundred Excellent Craftsmen
Expert Appraisal Committee ( ଉέϵᎴʈΘ
ึ), Federation of Shenzhen
Industries (ଉέʈุᐼึ)
2021 Shenzhen Key Enterprise Research
Institute (Ӻ৫)
Shenzhen Science and Technology
Innovation Commission (Ҧ௴อ։
ึ)
2020 Shenzhen Famous Brand (೐) Shenzhen Famous Brand Evaluation
Committee (ึ)
2020 UL Recognized Witnessed Test
Laboratory(1) (UL܃)
UL-CCIC Company Ltd(2)
Notes:
(1) Passing the audit of UL Witnessed Test Laboratory means that the testing of recognized items can be carried out in the authorized
laboratory together with the witness of UL engineers, thus greatly shortening the period of delivering samples and waiting for testing,
improving the efficiency of certification, shortening the R&D cycle, enhancing the market competitiveness of products, and seizing the
first opportunity in the market. Getting the authorization of UL witnessed test laboratory means that our testing center has been more
comprehensively upgraded in terms of laboratory management, equipment types, equipment precision and operation standard. We are the
first enterprise in the heat-shrinkable industry to obtain UL 224 extruded insulation tubing standard witnessed laboratory authorization.
(2) UL, stands for Underwriters Laboratories, is an American organization that provides testing, certification, and safety standards for
various products. Established in 1894, UL has grown to become a trusted authority in ensuring the safety and performance of consumer
goods, industrial equipment, and workplace environments.
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COMPETITION
We operate in a competitive market, and we compete with other manufacturers of electronic
communications and electrical power transmission products. According to Frost & Sullivan, the telecoms cable
industry in which we operate is highly competitive and fragmented with over 100 market participants globally.
We are a leading telecoms cable manufacturer with high-speed copper cable coverage by global revenue in 2024,
with a market share of 12.7% and the largest China-based telecoms cable manufacturer with high-speed copper
cable coverage in the world in 2024. The global high-speed copper cable industry is relatively concentrated. We
ranked second among high-speed copper cable manufacturers by global revenue in 2024, with a market share of
24.2%. In addition, the global and China’s heat-shrinkable materials industry is relatively competitive, with over
800 and 300 companies, respectively. We ranked the first globally with a market share of approximately 20.6%
and ranked the first domestically with a market share of approximately 58.5%. The NEV core power charging
products market is highly fragmented, with numerous players offering a wide range of products and varying
levels of expertise. In China, there are over 300 players operating in the market. We are a leading China-based
NEV core power charging products manufacturer by revenue in 2024 in China, with a market share of 2.3%. The
global cable accessories market is very fragmented, with over 500 companies around the world. We are a leading
manufacturer in the global cable accessories market with a market share of 2.5% in 2024. Our ability to maintain
and grow our market share depends on us competing effectively against our competitors. The competitive
landscape is shaped by multiple factors, including the growth of our customers and their respective industries,
advancements in technology, emergence of new materials or technology, production capacity, regulatory changes
and general economic conditions. Despite high barriers to entry, new market participants may emerge,
introducing innovative or cost-effective products that challenge existing players. See “Industry Overview” in this
prospectus for details relating to our competitive landscape.
Our Directors believe that we will maintain our competitiveness over other competitors and our market
position by strengthening and developing our competitive strengths. For more information, please see
“— Competitive Strengths” in this section.
EMPLOYEES
As of September 30, 2025, we had 8,612 full-time employees, with approximately 94.1% of our employees
located in Chinese mainland. The following table sets forth a breakdown of our employees by function as of
September 30, 2025:
As of September 30, 2025
Function Number %
Manufacturing ............................................................ 6,223 72.3%
Sales & Marketing ......................................................... 8 1 5 9.5%
R & D .................................................................... 8 8 5 10.3%
Finance .................................................................. 1 6 2 1.9%
Administrative ............................................................ 5 2 7 6.1%
Total .................................................................... 8,612 100%
The following table sets forth a breakdown of our employees by geographic locations as of September 30,
2025:
As of September 30, 2025
Location Number %
Chinese mainland .......................................................... 8,102 94.1%
Overseas ................................................................. 5 1 0 5.9%
Total .................................................................... 8,612 100%
To streamline human resource management, we established a comprehensive set of internal management
measures, outlining the procedures and criteria for recruitment, training, internal referrals, among others.
We use various recruitment methods, including campus recruitment, online recruitment, other external
recruitment channels as well as internal referrals and transfers. We generally offer employees competitive
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salaries, performance-based bonuses, and other incentives and continually refine our remuneration and incentive
polices through market research. As required under PRC labor laws, we participate in various employee social
security plans that are organized by applicable local municipal and provincial governments, including housing,
pension, medical, work-related injury, maternity, housing provident funds and unemployment benefit plans,
under which we make contributions at specific percentages of the salaries of our employees.
During the Track Record Period, we did not make adequate contributions to the social insurance and
housing provident funds with respect to certain of our employees as required by the relevant PRC laws and
regulations, primarily because (i) the applicable PRC laws and regulations governing social insurance and
housing provident funds are intricate and vary by region, which added complexity to our compliance efforts; and
(ii) certain employees were unwilling to pay the social insurance and housing provident funds in full as it
requires additional contributions from our employees.
To monitor our compliance with relevant laws and regulations in respect of social insurance and housing
provident fund contributions, we have taken the following internal control measures:
• we have designated our human resources department, internal audit and supervision department to
review and monitor the reporting and contributions of social insurance and housing provident funds on
a monthly basis;
• we are in the process of communicating and will continue to communicate with our employees with a
view to seeking their understanding and cooperation in complying with the applicable payment base for
the social insurance and housing provident funds, which also requires additional contributions from our
employees;
• we have strengthened internal policies governing the matters in relation to social insurance and housing
provident funds to ensure proper identification and reporting on similar matters; and
• we will consult our PRC legal advisor on a regular basis for advice on relevant PRC laws and
regulations to keep us abreast of relevant PRC laws and regulatory developments, including but not
limited to PRC laws and regulations in relation to social insurance and housing provident funds, and
will provide relevant employees with legal compliance trainings relating to the same.
For more details, see “Risk Factors — Risks Relating to Our Business and Industry — Any failure to make
adequate contributions to various employee benefit plans as required by PRC regulations can result in penalties.”
The Interpretation II of the Supreme People’s Court of Issues Concerning the Application of Law in the
Trial of Labor Dispute Cases (
༆ᙑ(ɚ)) was enacted by
the Supreme People’ Court on 31 July 2025 and implemented on 1 September 2025. In light of (i) the absence of
prior agreements excluding social insurance payment; and (ii) the PRC Legal Advisors’ opinion that the
interpretation does not expand penalty exposure or repeal existing laws, our Directors believe the aforementioned
juridical interpretation would not have a material adverse effect on our business or financial results.
We have established a comprehensive system for employee training and development, including general
training covering corporate culture, employee rights and responsibilities, workplace safety, data security and
other logistics aspects, as well as specific training provided by company instructors, external courses, and expert
lectures that improve employee knowledge and expertise in certain important areas related to our business. We
are committed to making continual efforts to provide an engaging working environment for our employees.
In line with industry practice, we also engage labor dispatching agencies which provide workers for us
based on our requirements from time to time for certain entry-level and non-technical positions. We regularly
review the qualifications of labor dispatching agencies and specify the rights and obligations of labor dispatching
agencies, dispatched workers and us in the dispatching agreements. As advised by our PRC Legal Adviser, we
were in compliance with applicable laws and regulations related to the use of labor dispatching in all material
aspects, including the statutory limit requirements of labor dispatch employee numbers, during the Track Record
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Period and up to the Latest Practicable Date. For details of applicable laws and regulations, see “Regulation
Overview — Laws and Regulations Relating to Employment and Labour Security - Laws and Regulations on
Dispatched Workers.”
Our employees in China and Vietnam are represented by labor unions. We believe that we maintain good
working relationships with our employees and we did not experience any strikes, work stoppages, labor disputes
or actions which had a material adverse effect on our business and operations during the Track Record Period
and up to the Latest Practicable Date.
DATA PRIVACY AND CYBERSECURITY
In recent years, data privacy and cybersecurity have emerged as critical governance priorities for companies
worldwide. In particular, the PRC legislative and government authorities regularly introduce new cybersecurity,
data security and privacy laws and regulations. Consequently, our practices regarding the collection, process and
transfer of various types of data may come under increased administrative scrutiny. See “Risk Factors — Risks
Relating to Our Business and Industry — Any failure or perceived failure to comply with data privacy and
security laws could subject us to potential liabilities.”
We collect and store business data, management data and transaction data generated during or in connection
with our business operations, including data related to our business and transactions with our customers,
suppliers and other relevant parties. We generally do not collect or process individual customers’ personal
information since our customers are brand companies rather than individuals. During the Track Record Period
and up to the Latest Practicable Date, we have not been involved in any cross-border transmission of data (either
outbound or inbound transmission from/ to the PRC) or provision of data to third parties. As advised by our PRC
Legal Advisers, we have complied with the relevant PRC laws and regulations in respect of data security and
privacy in all material respect during the Track Record Period and up to the Latest Practicable Date.
We have established a comprehensive data compliance system that consists of organizational structure and
internal policies. In addition, we provide various data security trainings to our employees (including trainings
during their on-boarding process) to ensure that our employees are well aware of our data security policies and
their responsibilities in terms of data protection. We require our employees to pass our data security tests before
they can commence working for us. We have a comprehensive data backup system to encrypt and store data on
servers in different locations in order to minimize the risk of data loss. We also conduct data restoration tests to
examine the status of the backup system on a regular basis.
Our Directors confirm that, as of the Latest Practicable Date, we were not subject to any material claims,
lawsuits, penalties or administrative actions relating to non-compliance with applicable laws and regulations
related to cybersecurity and data protection.
INSURANCE
We believe that our insurance coverage is in line with the industry practice and adequate to cover our key
assets, facilities and liabilities, including but not limited to all property-related risks insurance, cargo
transportation insurance and credit insurance. Our employee-related insurance includes pension insurance,
maternity insurance, employment insurance, work-related injury insurance, medical insurance and housing funds,
as required by PRC laws and regulation. We also purchase group accident insurance for our employees. As
advised by our PRC Legal Advisers, different from manufacturers of end products that can be sold directly to
consumers, our products are generally essential components to be subsequently assembled into end products by
downstream clients, as a result of which, we are generally liable for quality issues based on relevant terms set out
in purchasing agreements and applicable laws and regulations, such as Civil Code of the PRC and Product
Quality Law of the PRC. Specifically, a company shall be strictly liable under the no-fault principle for any
damage caused by defects in its products (including but without limitations, design, manufacturing, or warning
defects). Relevant provisions in the purchasing agreements (e.g., those setting quality standards, inspection
procedures, and allocation of liabilities) may supplement and delineate the scope of responsibility; however, any
clause purporting to exclude or limit liability for personal injury or for losses arising from gross negligence is
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void as a matter of mandatory law. During the Track Record Period, we have purchased product liability related
insurance. According to F&S, this practice is in line with market practice. We procured insurance policies by
type and amount that we consider sufficient, and evaluated such insurance policies from time to time based on
our past experience, changes in production and industry developments. During the Track Record Period and up to
the Latest Practicable Date, we have not made any material insurance claims in relation to our business. See
“Risk Factors — Risks Relating to Our Business and Industry — Our insurance coverage may be insufficient to
cover the risks or losses related to our business and operations” in this prospectus.
PROPERTIES
We are headquartered in Shenzhen, China, and own and lease certain land parcels and buildings in the PRC
for our business operations. These owned properties are used for non-property activities as defined under
Rule 5.01(2) of the Listing Rules.
Owned Properties
As of September 30, 2025, our Group owned 102 land parcels with a total site area of approximately
1,028,161 sq.m. and 51 properties with a total gross floor area of 697,329 sq.m. in the PRC. These properties are
primarily used as our production facilities, warehouses, dormitories and offices to support our business
operations.
Our Group has no owned single property interest that forms part of our non-property activities that has a
carrying amount of 15% or more of total assets pursuant to Rule 5.01B(2)(b) of the Listing Rules.
Our PRC Legal Adviser confirmed that, we had obtained the real property title certificates and other
relevant land use rights certificates of the above land parcels and properties as of September 30, 2025.
Leased Properties
As of September 30, 2025, we had 41 leased properties in the PRC which have a gross floor area of
1,000 sq.m. and above, with an aggregate gross floor area of approximately 533,526 sq.m. Such leased properties
are primarily used as our offices, production facilities, dormitories and warehouses.
As of the Latest Practicable Date, we have not completed the registration of the lease agreements for two of
the above leased properties. As the registration of a lease agreement requires the cooperation between the lessor
and lessee and lessors are typically unwilling to undertake the administrative burden due to the low risk of
penalty, we were not able to complete the registration of lease agreements mentioned above. We have adopted
internal policies that (i) request our employees to proactively coordinate with lessors to complete the registration
for all of our lease agreements and (ii) require our employees to complete the registration of lease agreements in
instances in which lessors are willing to cooperate in such procedures. We have taken proactive steps to register
these lease agreements. Pursuant to the applicable laws and regulations in China, property lease agreements for
leased properties must be registered with the relevant real estate administration bureaus in China.
If rectification is not made within the specified time, we may be subject to a fine ranging from RMB1,000 to
RMB10,000 for our unregistered lease agreement. According to our PRC Legal Adviser, under the Civil Code of
the PRC (
Պ), the non-registration of the lease agreement does not affect the validity and
enforceability of the lease agreement. Our Directors are of the view that the failure to complete the filing of these
lease agreements does not have any material or adverse effect on our business operations or financial conditions,
because if we have to terminate the leases or relocate from such leased properties with defects, we are able to
relocate to qualified alternative premises within a short period of time under comparable terms without incurring
substantial additional costs.
As of the Latest Practicable Date, we did not have any single property with a book value accounting for
15% or more of our total assets. According to Chapter 5 of the Hong Kong Listing Rules and section 6(2) of the
Companies Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice,
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this prospectus is exempt from the requirements of section 342(1)(b) of the Companies (Winding up and
Miscellaneous Provisions) Ordinance to include all interests in land or buildings in a valuation report as
described under paragraph 34(2) of the Third Schedule to the Companies (Winding up and Miscellaneous
Provisions) Ordinance.
LEGAL PROCEEDINGS AND COMPLIANCE
Legal Proceedings
We may from time to time become involved in legal proceedings in the ordinary course of our business.
During the Track Record Period and up to the Latest Practicable Date, we were not subject to any claims, damages
or losses which would have a material adverse effect on our financial position or results of operations as whole. As
of the Latest Practicable Date, no material litigation, arbitration or administrative proceedings had been threatened
against us. We may also bring lawsuits against third parties seeking damages for, among other things, failure to
fulfill their obligations with respect to investment returns. There is no assurance that the outcome of such legal
proceedings will not adversely affect our business, financial condition and results of operations.
For more details, see “Risk Factors—Risks Relating to Our Business and Industry—Any litigation, legal
and contractual disputes, claims or administrative proceedings against us could be costly and time-consuming to
defend or settle, and could result in negative publicity.”
Regulatory Compliance
We are committed to complying with the laws and regulations applicable to our business. According to our
PRC Legal Advisers, during the Track Record Period and up to the Latest Practicable Date, we did not have
non-compliance incidents which our Directors believe would, individually or in the aggregate, have a material
operational or financial impact on our business and operation as a whole. As advised by our PRC Legal Advisers,
during the Track Record Period and up to the Latest Practicable Date, we have complied with the applicable PRC
laws and regulations in all material respects.
TARIFFS
During the Track Record Period, we derived revenue primarily from China, but also achieved sales
performance in overseas to satisfy growing demands for certain of our telecom cable products, electronic
material products, NEV power charging products and electrical cable accessories products, mainly driven by
development of automotive, robotics and electronics manufacturing sectors and power infrastructure projects in
relevant local markets. The production and sales of our products, which involve crossborder transactions, could
be subject to tariffs. During the Track Record Period and up to the Latest Practicable Date, our products exported
to the U.S. were subject to tariffs primarily comprising (i) basic tariff: ranges from 3.1% to 6.5% for our products
under the electronic material product category; ranges from 3% to 5.3% for our products under the telecoms
cable product category; ranges from 2.6% to 5% for our products under the NEV power transmission product
category; zero for our electrical cable accessories products category and (ii) additional tariff that are subject to
changes as mentioned in details in section “— Recent Development of Tariff” below, resulting in a total tariff
ranging from zero to 125%. As of the Latest Practicable Date, the total tariff of our products exported to the U.S.
ranged from 10.0% to 16.5%.
Recent Development of Tariff
In 2025, U.S. tariff on Chinese export changed multiple times. On February 1 2025, an additional 10% tariff
was put on Chinese products, which was raised to 20% on March 3, 2025. On April 2 2025, an additional tariff
was further increased, changing the effective rate of Chinese goods to be 30%. On April 10 2025, the additional
tariff on China was raised to 125%. On May 12 2025, additional tariff was temporarily reduced to 20%, and this
reduced rate was extended for another 90 days on August 11 2025. On November 4, 2025, the additional tariff
was further reduced to 10%, effective on November 10, 2025, and remaining in effect through November 10,
2026. (above-mentioned tariffs, collectively, the “ Additional US Tariffs ”).
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On May 28, 2025, the U.S. Court of International Trade ruled that the Additional US Tariffs exceeded the
president’s legal authority. The international tariff policies are rapidly evolving, and the final outcome, including
whether the current US Tariffs can be implemented as proposed, is highly uncertain.
Impact of Tariff on our Business
Our Directors believe that the 2025 Additional US Tariffs, including the corresponding tariff policies
introduced by other countries, assuming they are enforced as proposed, will not have a material and adverse
impact on our business, results of operations and expansion plan, on the bases that (i) we make very limited
direct exports to the U.S., and therefore has insignificant direct exposure to the tariffs imposed by the U.S.;
(ii) downstream customers, who import the end products incorporating our products in the U.S., are responsible
for the tariffs:
• We make very limited direct exports to the United States
During the Track Record Period, our direct sales to the U.S. customers amounted to
RMB117.0 million, RMB114.4 million, RMB143.7 million and RMB169.5 million, which only
accounted for 2.2%, 2.0%, 2.1% and 2.8% of our total revenue for the respective years.
Given that our revenue contribution from direct sales to the U.S. is very limited, even if we
experience a decrease in our direct sales to the U.S. as a result of the 2025 Additional US Tariffs,
it will not result in a material and adverse change in our business and results of operations as a
whole.
In addition, during the Track Record Period up to the latest practicable date, the vast majority of
our orders for products exported to the U.S. have proceeded smoothly, without being canceled or
delayed. We have not yet experienced any material order cancellations or requested delay in
shipment arrangement from U.S. customers from February 2025 and up to the Latest Practicable
Date.
• Downstream customers who import the end products incorporating our products, are
responsible for the tariffs
Accordingly to relevant laws and regulations, the downstream customers who import the end
products into the United States are responsible to pay any tariffs imposed by the U.S. for
importing goods into the U.S. During the Track Record Period and up to the Latest Practicable
Date, our customers who further exported the end products into the U.S. were responsible for
customs declarations and the payment of applicable tariffs. We are not able to directly track their
customs declaration codes or their tariff payment status. Our non-U.S. customers may ultimately
exported our products or end products incorporating our products to the U.S.. However, we are not
able to track the sales of such customers. During the same periods, we did not receive any order
cancellations or price adjustment from any of our U.S. or non-U.S. customers.
• We do not source any major raw materials originated from the U.S.
In addition, affected by the implementation of the 2025 Additional Tariffs, we observed market
price escalations in certain raw materials originated from the U.S., During the Track Record
Period, our raw materials originated from the U.S. represented less than 2.4% of our total
procurement costs. In addition, we have maintained alternative suppliers from whom we are able
to procure alternative raw materials (i.e. non-US originated products) that can meet our
requirements on substantially similar pricing and terms. Nevertheless, prior to the imposition of
these additional tariffs, we proactively maintained an inventory reserve of six-month supply and
implemented a dynamic approach to adjusting our production and procurement plans on a monthly
basis, taking into account variations in monthly usage. Consequently, we believe the adverse
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impact on our competitiveness was also modest, as evidenced by our continuous growth. While
this can change in the future, the factors we discuss here can effectively mitigate the uncertainty.
• We do not intend to significantly increase our direct sales in the U.S.
During the Track Record Period and up to the Latest Practicable Date, our revenue generated from
the U.S. accounted for a small portion of our total revenue in each year/period, and we do not
anticipate a significant increase in the proportion of revenue derived from the U.S.. We believe the
additional U.S. tariffs imposed on us did not have a material adverse effect on our business
operations or financial condition during the Track Record Period and up to the Latest Practicable
Date, as evidenced by our continuous growth. In addition, we believe that, leveraging the
significant technological advantages of our products exported to the U.S. within the industry,
coupled with our stable and long-standing customer relationships, we will be able to effectively
mitigate risks arising from tariff fluctuations. At the same time, through a strategic global
footprint, we are able to relocate a portion of our production to countries and regions with lower
tariff exposure, such as Vietnam, enabling flexible adjustments to production capacity and
effective management of overall tariff costs. Our extensive operational expertise and industry
experience enable us to make precise commercial judgments and informed decisions, as well as to
adapt our strategies as necessary. We continuously monitor changes in global tariff policies to
mitigate their impact on our operations. Based on the above, we believe that the additional U.S.
tariffs as of the Latest Practicable Date will not have a material adverse impact on our business
operations and financial performance in the future.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)
As a leading high-tech enterprise in the high-speed data communication and electrical power transmission
industry, we deeply integrate ESG principles into our corporate strategy and daily operations, and we are
committed to enhancing energy efficiency and promoting sustainable development. We actively reduce energy
consumption to support low-carbon goals while strictly adhering to green manufacturing standards and
optimizing supply chain management to ensure our products meet environmental requirements throughout their
lifecycle.
While driving industry progress, we prioritize social responsibility, uphold fair and transparent corporate
governance, empower employee growth, and actively engage in community development. Guided by our
corporate vision, we leverage technological innovation to implement ESG practices and advance the sustainable
development of the new materials sector.
ESG Governance Framework
A sound and robust ESG governance framework serves as the cornerstone of our sustainable development.
We have deeply embedded sustainability principles into our daily management and operations, establishing a
top-down, three-tier ESG governance structure. At the highest level, the Board of Directors acts as the strategic
decision-making body for ESG, responsible for setting sustainability policies and major initiatives, reviewing
ESG performance reports, and overseeing ESG disclosure. Under the Board, the Strategy and Investment
Committee evaluates ESG priorities and key issues, regularly reviews ESG progress and risk management
updates from management, and provides expert recommendations. At the executive level, we have established a
cross-departmental collaboration mechanism, with dedicated ESG liaisons in each functional division and
subsidiary to ensure effective implementation of ESG initiatives.
Each year, members of the Board of Directors participate in various corporate governance training programs
organized by the Shenzhen Stock Exchange, the China Association for Public Companies, and the Shenzhen
Listed Companies Association, including training related to ESG. At the same time, board members actively
focus on the company’s environmental governance and the fulfillment of social responsibilities, continuously
promoting the company’s sustainable development.
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Our annual and semi-annual reports must be reviewed by the Board of Directors. Both the annual and
semiannual reports provide detailed disclosures on major environmental protection matters, the measures taken
during the reporting period to reduce carbon emissions and their outcomes, as well as the company’s
performance in fulfilling its social responsibilities.
When making major strategic decisions, evaluating significant transactions, or assessing internal control
effectiveness, our directors incorporate ESG responsibilities into their evaluations, identifying and mitigating
ESG-related risks while proposing improvements for any control deficiencies. In risk management, the Board
mandates that management annually updates the ESG risk matrix and discloses climate-related financial impacts
using the TCFD framework.
ESG Risk Identification, Assessment, and Response Summary
By leveraging the MSCI ESG Key Issues Framework, SASB Materiality and industry-specific priority
analysis, we have identified and consolidated material ESG issues relevant to our Group from a multi-stakeholder
perspective. Corresponding mitigation measures have been developed as follows:
Category Material Issues Importance/Relevance to Us Our Corresponding Measures
Environment Climate Change
Mitigation
Actively explore our business
development opportunities,
optimize operational costs, and
gain competitive advantages.
Focus on the impact of climate
change on national policies,
industry development trends,
and customer needs.
Systematically identify and
analyze the risks faced, as well
as analyze the opportunities
related to climate change.
Greenhouse Gas
Management
Enhance resource utilization
efficiency by optimizing
production processes through
energy conservation and
emission reduction.
Systematically advance the
annual emission reduction plan
each year, with energy
transition, energy efficiency
improvement, and process
innovation as the core, to
achieve emission reduction
targets.
Water Resource
Management
Establish our positive green
image by improving the
efficiency and management
processes of water resource
utilization.
Strengthen water management,
promote water-saving
technological transformation,
and improve the water
recycling system.
Waste Management Reduce pollution and achieve
sustainable resource use
through waste sorting and
recycling.
Strictly comply with local laws
and regulations, and
continuously optimize the
waste management system.
Energy
Management
Promote energy-saving and
consumption-reducing efforts,
advance green production, and
highlight the philosophy of
green development.
Improve the energy
management system, adopt
energy-saving equipment and
technologies, and enhance
measures for energy use
supervision.
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Category Material Issues Importance/Relevance to Us Our Corresponding Measures
Social Employee Rights Protect employee rights and
improve their work enthusiasm
and performance, thereby
enhancing management
efficiency.
Establish a comprehensive
welfare system and employee
care initiatives, fully safeguard
the legitimate rights and
interests of employees, and
achieve common development
between the enterprise and its
employees.
Occupational
Health & Safety
Ensure employee safety and
health, reduce the risk of
accidents, and enhance
production efficiency and
corporate reputation.
Establish a sound safety
production management
system, develop standardized
operating procedures, conduct
regular risk assessments, and
enhance employees’ safety
awareness and skills through
regular training.
Diversity & Equal
Opportunity
Promote an inclusive culture to
stimulate innovation and
improve organizational
performance.
Utilize diverse recruitment
channels, establish standardized
recruitment processes and
evaluation criteria, and build a
fair and transparent promotion
mechanism.
Community
Engagement &
Impact
Fulfill social responsibilities to
enhance corporate image and
gain social recognition and
support.
Actively fulfill corporate
social responsibility and strive
to enhance the social value of
the enterprise. Actively
participate in the formulation
of national and industry
standards.
Governance Business Ethics Adhere to honest business
practices to reduce compliance
risks and establish a good
corporate image.
Adhere to the core value of
integrity in business operations.
Establish internal audit and legal
departments as part of the risk
control functions. Implement anti-
corruption management for
employees, suppliers, and others.
Set up a dedicated complaint
channel to report violations of
laws, regulations, and discipline.
Corporate
Governance
Refine governance structures
to improve decision-making
efficiency and protect the
rights of shareholders and
stakeholders.
Strictly comply with relevant
laws and regulations, establish
a standardized corporate
governance structure, and
continuously optimize the
internal control environment
and improve the internal
control system through various
rules and regulations,
effectively safeguarding the
interests of the company and
its shareholders.
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Category Material Issues Importance/Relevance to Us Our Corresponding Measures
Risk Management Identify and control potential
risks to ensure stable corporate
operations and achieve
sustainable development.
Strengthen the risk
identification mechanisms of
various departments, set clear
risk warning indicators, and
establish corresponding
response measures.
Environmental Metrics & Management
We place environmental protection at the core of our sustainable development strategy, driving green
operations and low-carbon transformation through a scientific environmental metrics system and systematic
management measures. We continuously optimize energy and resource efficiency, reduce carbon emissions and
environmental footprints in production and operations, and actively adopt clean technologies and renewable
energy to implement green manufacturing principles.
Furthermore, we have established a comprehensive environmental management system. For example, one of
our subsidiaries, Tianjin Wo’erfa Power Equipment Co., Ltd., invested approximately RMB389,000 in 2024 for
pollution control facility construction and maintenance, waste treatment and resource recovery, and
environmental monitoring and evaluation. These efforts ensure compliance
with national environmental regulations and international standards, further strengthening our environmental
management as we advance toward a more sustainable green development model.
Emissions
As a core component of our corporate sustainability strategy, we have established scientific and effective
management systems for all emission indicators—including exhaust gasses, solid waste, and industrial
wastewater. While pursuing economic growth, we proactively fulfill our environmental and social
responsibilities, contributing to the development of a green, low-carbon, and sustainable ecosystem. We have
established policy documents and have actively implemented multiple measures for emissions management.
To systematically control hazardous materials and waste, we have established the “EHS Management
System for Dangerous Chemicals,” which clarifies management responsibilities and operational standards at each
stage. The specific requirements for full - process control are as follows:
• The production workshop submits purchase applications for dangerous chemicals based on actual
production needs to ensure that the requirements are compliant and precise.
• The purchasing department, in accordance with the approved requirements, is responsible for the
procurement work and strictly reviews the qualifications of suppliers to control the safety of the supply
chain from the source.
• When the warehouse receives dangerous chemicals, it must inspect each item. After the inspection is
passed, it should promptly complete the registration of the goods entering the warehouse to ensure that
the accounts and the physical goods are consistent.
• The Safety Committee Office is in overall charge of the registration of dangerous chemicals entering
and leaving the warehouse, inventory management, and the daily safety management of the dangerous
chemicals warehouse.
• After the use of dangerous chemicals, the resulting hazardous waste is collected in accordance with
standards and temporarily stored in the designated hazardous waste warehouse. The hazardous waste
warehouse is managed by the Safety Committee Office, which regularly entrusts units with legal
qualifications to transport and dispose of the waste.
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• Every six months, a professional organization must be commissioned to conduct lightning protection
and anti - static detection of the dangerous chemicals warehouse and related facilities to ensure that the
detection is qualified and to prevent environmental risks.
For general industrial solid waste, such as paper, metal scraps, plastic bags and other trimmings, we adhere
to a 50% resource utilization and recyclable disposal rate to reduce carbon emissions resulting from waste
disposal. After collection, these materials are recycled and treated by qualified companies.
Owing to these efforts, our emission data of exhaust gasses, wastewater, and waste during the Track Record
Period are as follows:
Classification Unit 2022 2023 2024
Nine Months ended
September 30, 2025
Exhaust Gas
N o x.................................... k g
kg
kg
3,661,997 4,665,746 4,539,488 5,941,546
S o x .................................... 3,051 3,886 3,781 4,950
P M .................................... 1,946 3,588 7,096 1,737
(1)
Wastewater
Total Water Consumption .................. tons 399,837 369,254 412,794 445,890
Recycled Amount ........................ tons 17,200 22,200 37,200 111,993
Waste
Hazardous Waste ......................... k g 110,985 130,586 156,720 203,164
Non-hazardous Waste ..................... k g 6,244,787 7,858,409 10,104,652 3,433,111
Recycled Volume of Hazardous Waste ........ k g 38,474 43,866 419,769 203,164
Recycled Volume of Non-hazardous Waste .... k g 1,444,693 2,079,440 2,715,142 2,227,549
Note:
(1) Huizhou LTK’s workshop has implemented dust removal optimization for its equipment, enhancing dust removal capabilities and
resulting in a significant reduction in PM emissions.
Resource Consumption
We prioritize resource consumption management. To that end, we have implemented various projects
initiatives:
• Waste Heat and Lighting Usage : including recycling waste heat from the air compressor into the hot
water system for use in dormitory shower, and improving workshop lighting and control mode.
• Hopper Energy-saving Retrofit for Extruders : Reutilizing waste heat generated by the barrel heating
system of extruder main units, reducing workshop air conditioning electricity costs by approximately
10%;
• SFP Core Wire Extrusion Equipment & Process Upgrade : Enabled “one operator for two
machines” production mode. Currently implemented across 20 core wire extrusion units, reducing
labor costs by 50% per process; and
• Dual-extrusion Single-machine System : Achieved 50% reduction in operators while doubling
production capacity, realizing large-scale standardized production.
We attach high importance to energy consumption management in production operations. By optimizing
process flows, actively enhancing energy reuse, and reducing resource waste, we have established a scientific
energy management system to ensure compliance with China’s “Dual Carbon” policy and alignment with global
low-carbon development trends.
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During the Track Record Period, our resource consumption were as follows:
Resource Classification Unit 2022 2023 2024
Nine Months ended
September 30, 2025
Electricity ................................... M W h 115,648 125,462 151,663 194,114
Water Resources .............................. tons 382,637 347,054 375,594 445,890
During the Track Record Period, we also generated wind and solar power, serving as a testament to our
commitment to sustainability:
Resource Classification Unit 2022 2023 2024
Nine Months ended
September 30, 2025
Wind Power Generation ........................ M W h 283,081 313,914 295,684 206,251
Solar Power Generation ........................ M W h 4 7 9 6 2 3 5 8 9 3,033
In April 2025, we installed a 3.48 MW photovoltaic power generation system on the roofs of the
comprehensive building, Phase II, and Phase III. This effectively saved energy costs and contributed to reducing
carbon emissions.
Based on current business operations and industry practices, in order to actively promote the sustainable
transformation of the industry, we plan to reduce energy intensity by 3% annually in the future.
To ensure the effective implementation of our goals, we have developed a detailed energy management
plan, which includes measures such as improving equipment energy efficiency, optimizing production processes,
and integrating renewable energy sources. We have established and implemented an energy management system,
conducted irregular inspections to promptly identify and address energy waste issues, and regularly assessed the
performance of energy management. Through rigorous goal-setting and review and evaluation processes, we
have comprehensively enhanced the efficiency of resource utilization.
We have set a series of energy-saving target plans. The specific schedule for the energy consumption per
unit product is as follows:
Product Name Unit 2025 2026
Electronic Products ....................................................... tce/t 0.3388 0.3286
Electrical Products ....................................................... tce/t 0.2072 0.2010
Total Specific Consumption ................................................ tce/t 0.3493 0.3389
In recent years, we have invested a significant amount of capital in order to ensure compliant production.
We have undertaken a large number of energy-saving technological transformation projects for both major
production equipment and auxiliary equipment. These projects include converting asynchronous motors of
equipment to permanent magnet synchronous motors, retrofitting the heating systems of extruders and other
equipment, replacing quantitative pump motors of rubber injection molding machines with servo motors, and
phasing out old and high energy-consuming motors.
In order to ensure the company’s future ESG compliance and further reduce energy consumption and
emissions, we have planned the costs related to future ESG investment projects:
• We plan to install solar photovoltaic panels in the employee dormitories, with an estimated total
investment of over RMB6 million.
• We plan to further improve the production process to reduce the output torque of the motors. The
estimated investment for this project is RMB100,000, with a target annual energy savings of 13.55 tons
of standard coal.
• We plan to retrofit the dry-expanding machine’s heating system by replacing the electric heating wire
cylinder on the equipment with an energy-saving electromagnetic heater. The estimated investment for
this project is RMB800,000, with a target annual energy savings of 54.19 tons of standard coal.
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Carbon Management
We prioritize carbon emission management and have implemented various measures to enable
comprehensive emission control and continuous optimization of management practices.
Our carbon emission during the Track Record Period is as follows:
Classification Unit 2022 2023 2024
Nine Months
ended
September 30,
2025
Scope 1 ........ Metric tons of carbon dioxide equivalent 3,945.0 4,287.5 6,051.4 2,495.2
Scope 2 ........ Metric tons of carbon dioxide equivalent 65,957.8 71,554.9 86,497.9 104,161.6
Scope 3 ........ Metric tons of carbon dioxide equivalent 4,573.1 4,834.2 5,195.0 4,010.2
Note: One of the main sources of our Scope 3 emissions is packaging materials. Since most of our orders are concentrated in the second half
of the year, our Scope 3 emissions are relatively low in the first half.
Based on current business operations and industry practices, and in active response to China’s 2030 carbon
neutrality goal, we plan to gradually reduce our carbon emission intensity and continuously reduce total carbon
emissions, ultimately reaching carbon neutrality. This will be done on the basis of meeting our production and
operation needs as well as ensuring sustainable development, through measures such as optimizing the energy
structure, improving energy efficiency, enhancing production processes, and strengthening carbon emission
management. In this way, we will make a positive contribution to combating climate change.
Using the number of employees as the intensity indicator measurement standard, our annual emission
intensity during the Track Record Period are as follows:
Classification Unit 2022 2023 2024
Emission Intensity .... Tons of carbon dioxide equivalent per employee 9.8 12.0 13.0
Climate-Related Risks and Opportunities Identification
We recognize the profound impact of climate-related governance issues on business development, and
actively transform challenges into opportunities to build a solid foundation for sustainable corporate growth.
Through systematic identification and evaluation, we have assessed the specific potential impacts of climate-
related risks on our operations as follows:
• Climate Physical Risks
Short-Term Risks : Extreme weather events such as heatwaves and droughts may impact the
surrounding ecosystem of wind farms, thereby challenging the stability of wind power generation. To
minimize potential climate-related risks, our wind farms are strategically located in Laixi City,
Qingdao. Benefiting from the region’s maritime climate, Qingdao experiences fewer extreme weather
events while maintaining abundant and stable wind resources. This ensures that wind power equipment
operates under relatively mild climatic conditions, reducing the risk of damage caused by extreme
temperature fluctuations and providing a stable energy foundation for wind power generation.
Long-term risks : Climatic conditions, such as sustained high temperatures, may have a direct impact
on the occupational safety and health of employees, such as an increased risk of heat stroke and a
decrease in the comfort level of the working environment. This will force us to increase investment in
workplace optimization and employee health management, which may significantly increase labor
costs and affect employee productivity and satisfaction, posing a long-term challenge to our operations.
• Climate Transition Risks
Policy and Compliance Risks : As global climate policies and environmental regulations tighten,
companies must promptly adapt to meet stricter emission control requirements. Failure to comply may
result in fines for excessive emissions, increased compliance costs, and adverse impacts on brand
reputation.
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Market and Customer Demand Risks : Climate change will further drive the growth in customer
demand for “green products.” To maintain market competitiveness, companies need to actively
promote green transformation and develop new types of polymer materials that are in line with the
concept of sustainable development. If they fail to adapt to these changes, companies may face the risk
of losing market share.
While addressing the challenges brought about by climate change, we are also actively exploring the
climate-related opportunities embedded within it to drive our long-term sustainable development. The specific
climate opportunities are as follows:
• Clean Energy: For example, some of our products are an essential part of wind power generation,
helping to achieve clean energy output. The practice of driving green development through
technological innovation not only reflects our environmental responsibility, but also establishes a
virtuous cycle of sustainable development at the industrial chain level. This further improves the social
environment and contributes to the achievement of the carbon peak and carbon neutrality “3060” goals.
• Green Supply Chain: With the strengthening of environmental regulatory policies, downstream
customers may increasingly demand more stringent control over energy consumption and emissions in
the supply chain production process, to align with market trends. Our greener production management
will create new market opportunities. Our ability to meet customers’ demands for high-performance
products will not only help us expand our market share, but also advance the realization of sustainable
development goals throughout the supply chain.
Employee Well-being
We attach great importance to the rights and welfare of employees, and are committed to building a
scientific, reasonable, fair and just employment system. We strictly comply with relevant labor laws and
regulations to ensure that employees’ legitimate rights and interests are fully protected. Our compensation and
benefits system aims to improve employee well-being through clear performance evaluation criteria and
incentive policies, while also attracting and cultivating young talents through employee retention measures.
During each year of the Track Record Period, around 30% of our employees were females, and around two thirds
were 30-50 years old. Furthermore, we provide comprehensive employee benefits, including statutory and
supplementary options, foster a supportive work environment with advanced facilities and training, and values
employee rights through a robust trade union system with regular meetings and multiple feedback channels such
as suggestion boxes, staff congresses, complaint mailboxes, and annual satisfaction surveys.
Occupational Safety
We attach great importance to the establishment of our occupational safety system. As of September 30,
2025, a total of over 4,800 occupational safety training sessions were implemented, with more than 65,000
cumulative employee participations. The total training duration was approximately 17,000 hours, and the average
training duration per session was about over 3.6 hours. During the same period, no employee deaths occurred due
to work-related causes. We have established a comprehensive safety and health management system that strictly
adheres to laws and regulations. We have also obtained certifications for the ISO 45001 Occupational Health and
Safety Management System and ISO 14001 Environmental Management System.
In daily management, we systematically identify hazardous positions and implement key control measures,
including daily inspections of personal protective equipment (“ PPE”) wearing, posting hazard warning signs on
machinery, installing protective covers, and setting safety distances. Meanwhile, we organize annual
occupational disease medical examinations for employees, establish health records, and monitor their health
status in real time.
Employee Development and Training
We uphold the people-oriented development philosophy, attaching great importance to and fully supporting
employees’ career development path planning and continuous improvement of professional skills. In order to
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fully stimulate employees’ potential for innovative thinking and promote their in-depth growth and extensive
exploration in professional fields, we have specially established a series of carefully planned training programs.
During the Track Record Period, we have coordinated and implemented more than 20,000 online and offline
training sessions for employees. We have established clear recruitment and promotion systems to ensure fairness
and support employees’ career growth, including objective assessment criteria, a dual-channel career
development path, and flexible job rotation opportunities. Our performance evaluation and incentive mechanisms
are standardized and reward outstanding work, while our comprehensive training programs, which are supported
by annual plans, special budgets, and mentorship initiatives, encourage continuous learning, professional
certification, and personal development.
Sustainable Supply Chain
We integrate sustainable development into supply chain management. We have established systems such as
the Supplier Management Procedure and the Supplier Performance and Risk Management Measures to strictly
standardize the management of suppliers throughout the entire process, including development and selection,
onboarding, certification, assessment, review, and elimination.
• During the supplier selection process, for materials subject to environmental requirements (such as
environmental laws, regulations, and customer requirements), suppliers are required to provide test
reports issued by authoritative third-party testing institutions, and the validity of these reports shall be
verified.
• In the supplier evaluation process, “environmental protection and social responsibility” is incorporated
into the supplier evaluation and scoring system, accounting for approximately 10% to 35% of the total
score.
• After a supplier passes the evaluation, we will sign agreements with it, including the Supplier Quality
and Environmental Protection Agreement and the Supplier Product Hazardous Substance Control
Agreement, and upload these agreements to the SRM platform.
• We conduct monthly performance evaluations of suppliers based on criteria such as quality, delivery,
service, and environmental protection. Every year, based on the suppliers’ overall performance in the
previous year, we formulate a list of qualified suppliers and an annual supplier audit plan, and conduct
the annual supplier management work in accordance with these documents.
• For suppliers rated Grade D for two consecutive assessment cycles and failing to improve after
guidance, we will not continue to cooperate with them and terminate the partnership. For suppliers that
fail the annual review, if they still fail the re-review after guidance and improvement, the cooperation
will be terminated.
Through scientific supplier screening criteria, strict scoring systems, and dynamic daily management
mechanisms, we have built a green, efficient, and shared-responsibility supply chain ecosystem to support our
long-term sustainable development. These management measures have not only improved supply chain
efficiency and transparency but also comprehensively ensured supply chain stability and compliance with
responsibilities, setting an industry benchmark for the brand in the fields of green development and social
responsibility, and promoting the full implementation of the sustainable development strategy.
Community and Public Welfare
We have continuously engaged in public welfare undertakings, actively participating in areas such as
voluntary blood donation, charitable donations, educational assistance, and rural development. We have received
honors as “loving enterprises for voluntary blood donation” and organized employees to participate in voluntary
blood donation activities multiple times. We have also donated funds and materials to village committees,
nursing homes, charitable organizations, and other entities in various regions, and have won honors related there
to. In addition, we have donated scholarships and computer equipment to schools, providing targeted support for
educational undertakings and helping improve teaching conditions.
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Anti-Corruption
To maintain an honest business environment and prevent illegal and unethical behaviors such as commercial
bribery and duty-related embezzlement, we have established a sound anti-corruption system. Through regular
training, supervision, and punishment mechanisms, we ensure that all employees strictly adhere to the norms of
clean and honest professional conduct. We have established and strictly enforce regulations prohibiting
commercial bribery, embezzlement, and improper interest transfer, with clear penalties for violations. We
maintain a zero-tolerance policy toward corruption: employees found in violation are suspended, investigated,
dismissed if confirmed, and reported to authorities if criminal acts are involved. To ensure compliance, we
provide comprehensive training for all staff, require signed Clean Conduct Commitment Letters, and mandate
regular self-inspections and rectifications.
Collaboration with Social Impact Organizations
As of September 30, 2025, we have cumulatively led and participated in the formulation of various national,
industrial, and group standards. Among them, 29 national standards, and 39 industrial standards, have been
promulgated and implemented, testifying to our industry leadership.
RISK MANAGEMENT AND INTERNAL CONTROL
We have established, and currently maintain, risk management and internal control systems consisting of
policies and procedures that we consider appropriate for our business operations. We are dedicated to continually
improving these systems. We have adopted and implemented comprehensive risk management policies in various
aspects of our business and operations such as information technology, financial reporting, and internal control.
Furthermore, we conduct periodic review of the implementation of our risk management policies and internal
control measures to ensure their effectiveness and sufficiency. We are dedicated to upholding the legal
compliance of our operations and management, safeguarding assets and ensuring the accuracy and completeness
of financial reports and related information. Our commitment extends to enhancing operational efficiency and
effectiveness, thereby fostering the achievement of the company’s strategic development goals.
Our Board of Directors is responsible for the establishment and regular updates of our internal control systems,
ensuring they remain aligned with our strategic objectives, while our senior management monitors the daily
implementation of the internal control procedures and measures with respect to each subsidiaries and functional
departments. Our internal audit department jointly with our Board’s Audit Committee regularly assesses and evaluates
our internal controls, identifying areas of improvement and ensuring compliance with corporate policies.
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DIRECTORS AND SENIOR MANAGEMENT
BOARD OF DIRECTORS
Our Board currently comprise 9 Directors, comprising 5 executive Directors, 1 non-executive Director and 3
independent non-executive Directors, namely:
Name Age Position(s)
Date of
appointment
as Director(1)
Date of
founding/
joining our
Group
Role and
responsibilities
Relationship
with other
Directors
and senior
management
Mr. Zhou Heping
(մձ̻)
61 Executive
Director,
Chairperson
of the Board
June 3, 2025 June 19, 1998 Responsible for the
overall
management,
overall strategic
planning, R&D and
business
development of our
Company
Spouse
of
Ms. Yi
Huarong
Ms. Yi Huarong
(ശႂ)
45 Executive
Director, vice
Chairperson
of the Board,
general
manager
November 2,
2022
August 25,
2014
Responsible for the
overall
management,
overall strategic
planning, and
business
development of our
Company
Spouse
of
Mr. Zhou
Mr. Liu Zhanli
(ᄎ̕ଣ)
44 Executive
Director
October 30,
2019
July 1, 2007 Responsible for
daily operation of
the Company
None
Mr. Xia Chunliang
(ڥ݆ࢀ)
37 Executive
Director
June 28,
2020
July 2, 2012 Responsible for
R&D and daily
operation of the
Huizhou LTK
None
Ms. Deng Yan
(቎䝙)
42 Executive
Director
October 30,
2019
July 22, 2010 Responsible for
overall
management of
financial matters of
Woer New Energy
None
Dr. Li Wenyou
	ҽ˖ʾ)
60 Non-executive
Director
June 29,
2020
June 29, 2020 Responsible for
providing strategic
advice to the
management and
corporate
governance of the
Company
None
Mr. Zeng Fanyue
	ಀɭᚔ)
62 Independent
non-executive
Director
November 2,
2022
September 20,
2010
Primarily
responsible for
providing
independent advice
and judgment to
our Board
None
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DIRECTORS AND SENIOR MANAGEMENT
Name Age Position(s)
Date of
appointment as
Director(1)
Date of
founding/
joining our
Group
Role and
responsibilities
Relationship
with other
Directors
and senior
management
Ms. Dai Bingjie
(˾Ώᆎ)
34 Independent
non-executive
Director
November 2,
2022
November 2,
2022
Primarily
responsible for
providing
independent advice
and judgment to
our Board
None
Mr. Wang Dong
(ˮಊ)
47 Independent
non-executive
Director
June 3, 2025 November 18,
2025
Primarily
responsible for
providing
independent advice
and judgment to
our Board
None
Note:
(1) For the avoidance of doubt, the date of appointment as Director refers to the most recent appointment for
director who had previously ceased to hold office.
The following sets forth the biographies of our Directors:
EXECUTIVE DIRECTORS
Mr. Zhou Heping ( մձ̻), aged 61, founded the Company in June 1998. He served as the Chairperson of
the Board from June 1998 to October 2019. He served as the chief technology officer of the Company since
November 2019, and has served as an executive Director and chairperson of the Board since June 2025. He is
responsible for the overall management, overall strategic planning, R&D and business development of our
Company.
Mr. Zhou acquired a master’s degree in science from Changchun Institute of Applied Chemistry Chinese
Academy of Sciences in Jilin in July 1991. In December 2004, Mr. Zhou was awarded the title of Senior
Engineer by the Human Resources and Social Security Department of Guangdong Province (formerly known as
the “Department of Personnel of Guangdong Province”).
Ms. Yi Huarong (
ശႂ), aged 45, joined the Company in August 2014, and since then she has served as
the person in charge of electronic product business operations, corporate culture management as well as
investment business, respectively. Since November 2022 to present, she has served as the vice Chairlady of the
Board and general manager of the Company. Since June 2025, she was re-designated as Executive Director. She
is responsible for the overall management, overall strategic planning, and business development of our Company.
From July 2006 to June 2011, Ms. Yi served as a teacher at Guangdong University of Finance and
Economics.
Ms. Yi obtained a bachelor’s degree in engineering from Wuhan University in Hubei in June 2003, and
further acquired a master’s degree in engineering from Wuhan University in Hubei in December 2005.
Mr. Liu Zhanli (
ᄎ̕ଣ), aged 44, joined the Company in July 2007, and since then he has served as a
product engineer, workshop technical director, and workshop production manager, respectively. From August
2019 to December 2021, he served as production manager and was responsible for the production management of
the electronic labeling management department and the manufacturing department. From January 2022 to
December 2023, he served as deputy director – production at Woer Heat Shrinkable Production and
Manufacturing Center, and was responsible for the management of the thin tube manufacturing department and
the labeling management department. Since January 2024, he served as the acting general manager of Shenzhen
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DIRECTORS AND SENIOR MANAGEMENT
Heat- Shrinkable, and was responsible for the overall business and operation management of Shenzhen Heat-
Shrinkable. He is currently responsible for the daily operation of the Company. He has served as a Director of the
Company since October 2019 and was re-designated as Executive Director in June 2025.
Mr. Liu obtained a bachelor’s degree in science from Hebei Agricultural University in Hebei in June 2004,
and further acquired a master’s degree in engineering from Hebei University in Hebei in June 2007.
Mr. Xia Chunliang (
ڥ݆ࢀ)aged 37, joined the Company in July 2012, and since then he has served as a
R&D engineer, director of the electronic product development group and manager of the R&D management
department, respectively. In his role as manager of the R&D management department from June 2017 to October
2022, he was responsible for, among other things, coordinating the work of the R&D management department,
organizing the formulation of the R&D department’s new product development plan and annual key project plan,
optimizing the R&D project management system and managing the progress of R&D projects. Since September
2021, he has served as the chairman of Huizhou LTK, where he is responsible for the daily operation and
technology R&D. He has served as a Director of the Company since June 2020 and was re-designated as
Executive Director in June 2025.
Mr. Xia obtained a bachelor’s degree in engineering from Shandong University of Science and Technology
in Shandong in June 2010, and further acquired a master’s degree in engineering from Shandong University of
Science and Technology in Shandong in June 2012. In April 2021, Mr. Xia was awarded the title of Senior
Engineer by the Human Resources and Social Security Bureau of Shenzhen Municipality (
ึ
ღ҅).
Ms. Deng Yan ( ቎ᜮ), aged 42, joined the Company in July 2010. From January 2017 to December 2020,
she served as Woer New Energy and was responsible for financial analysis and financial management of Woer
New Energy. From January 2021 to December 2023, she served successively as senior manager and deputy
director of the Company’s financial management center and was responsible for assisting the finance director of
the Company in coordinating and overseeing the financial matters of the Group. Since January 2024, she served
as finance director and secretary of the board of directors of Woer New Energy, and was responsible for the
overall management of the financial matters of Woer New Energy. She has served as a Director of the Company
since October 2019 and was re-designated as Executive Director in June 2025.
Ms. Deng obtained a bachelor’s degree in economics from Southwest Jiaotong University in Sichuan in July
2007, and further acquired a master’s degree in management from Southwest Jiaotong University in Sichuan in
January 2010.
NON-EXECUTIVE DIRECTOR
Dr. Li Wenyou (
ҽ˖ʾ), aged 60, joined the Company as Director in June 2020. In June 2025, he was re-
designated as Non-executive Director. He is responsible for providing strategic advice to the management and
corporate governance of the Company.
From August 1988 and prior to his pursuit of his doctorate degree, Dr. Li served as a teacher at Taiyuan
University of Technology. From May 1999 to present, he has served as a teacher at Nankai University, and
currently serves as a professor at the College of Chemistry at Nankai University.
Dr. Li obtained a bachelor’s degree in science from Hebei University in Hebei in July 1985, and obtained a
mater of science degree at the Shaanxi Normal University of Shaanxi Province in June 1988. Dr. Li further
acquired a doctorate degree in science from Xiamen University in Fujian in July 1997, and obtained a post-
doctorate diploma in biomedical engineering from Southeast University in Jiangsu in May 1999.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Zeng Fanyue (
ಀɭᚔ), aged 62, first joined the Company as an independent Director in September
2010. He ceased to be an independent Director upon the expiry of his term in October 2016 and having served as
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DIRECTORS AND SENIOR MANAGEMENT
an independent Director consecutively for six years, according to then applicable rules of the Shenzhen Stock
Exchange, he was ineligible for re-election and reappointment as an independent Director of this Company
within twelve months from the expiry date of his consecutive six-year term. Mr. Zeng was re-appointed as an
independent Director in December 2018 to fill the vacancy resulting from the resignation of an independent
Director, and ceased to serve as an independent Director upon the expiry of his term in October 2019 due to his
other business commitment. He was reelected as an independent Director in November 2022 and has held this
role since then. In June 2025, he was re-designated as an independent non-executive Director. He is responsible
for providing independent advice and judgment to our Board.
Mr. Zeng has extensive experience in the fields of financial management, accounting and corporate
governance. From December 2001 to April 2005, he served as the executive director (
˴΂฀ԫ) of Shenzhen
Institute of Certified Public Accountants. From June 2005 to October 2007, he served as a senior manager of
Deloitte Touche Tohmatsu Certified Public Accountants LLP. From November 2007 to October 2023, he served
as the deputy general manager and consultant of finance department of China Merchants Shekou Industrial Zone
Holdings Co., Ltd. Mr. Zeng has also served as an independent director of several listed companies. From July
2019 to May 2022, he served as an independent director of Shenzhen KTC Technology Co., Ltd. (a company
listed on the main board of the Shenzhen Stock Exchange, stock code: 001308). Since December 2023, he has
served as an independent director of Shenzhen Fuanna Bedding and Furnishing Co., Ltd. (a company listed on
the main board of the Shenzhen Stock Exchange, stock code: 002327). Since January 2024, he has served as an
independent director of Shenzhen Maxonic Automation Control Co., Ltd (a company listed on the ChiNext of the
Shenzhen Stock Exchange, stock code: 300112).
Mr. Zeng obtained an associate’s degree in accounting through long distance learning from Southwestern
University of Finance and Economics in Sichuan in December 1990. He has been a certified public accountant
recognized by the Ministry of Finance of the People’s Republic of China since April 1995, and obtained the
Intermediate Accountant Certificate granted by the Ministry of Finance of the People’s Republic of China in
October 1994.
Although Mr. Zeng, had previously served as an independent director of the Company from September 2010
to October 2016 and from December 2018 to October 2019. He did not serve on the Board from October 2019 to
November 2022 which is more than three years. Pursuant to note 2 to the Rule 3.13A of the Listing Rule, he can
be considered independent under the Listing Rule.
Ms. Dai Bingjie (
˾Ώᆎ), aged 34, joined the Company as an independent Director in November 2022. In
June 2025, she was re-designated as an independent non-executive Director. She is responsible for providing
independent advice and judgment to our Board.
From July 2013 to present, she has served as a supply chain management personnel of Yichang Tongshida
Transportation Development Co., Ltd. (
ʮ̡), a state-owned enterprise, where she was
responsible for supply chain management.
Ms. Dai obtained an associate’s degree in news editing and production from Zhixing College of Hubei
University in Hubei in June 2011, and graduated from The Open University of China through distance learning in
July 2025, majoring in law.
Mr. Wang Dong (
ˮಊ), aged 47, was appointed by the Company as an independent non-executive Director
in June 2025, with his appointment effective from November 2025. He is responsible for providing independent
advice and judgment to our Board.
From June 2011 to June 2019, he served as the deputy general manager of BOCOM International Holdings
Company Limited and BOCOM International Securities Limited. From June 2019 to present, he has served as an
executive committee member of Soochow Securities (Hong Kong) Financial Holdings Limited. From April 2020
to May 2022, he served as an independent non-executive director of Forgame Holdings Limited (a company
listed on the main board of Hong Kong Stock Exchange, stock code: 00484).
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DIRECTORS AND SENIOR MANAGEMENT
Mr. Wang obtained a bachelor’s degree in economics from Zhongnan University of Economics and Law in
Hubei in June 2000, and obtained a master’s degree in economics from Zhongnan University of Economics and
Law in Hubei in June 2003, and further acquired an Executive MBA degree from China Europe International
Business School in Shanghai in November 2018.
General
Each of our Directors has confirmed that:
(1) he/she obtained the legal advice referred to under Rule 3.09D of the Listing Rules on June 3, 2025,
and understood his/her obligations as a director of a listed issuer;
(2) he/she does not have any existing or proposed service contract with our Group other than contracts
expiring or determinable by the relevant member of our Group within one year without payment of
compensation (other than statutory compensation);
(3) he/she has no interest in the Shares within the meaning of Part XV of the SFO;
(4) he/she has not been a director of any other publicly listed company during the three years
immediately preceding the Latest Practicable Date;
(5) other than being a Director and/or member of our Company’s senior management, he/she does not
have any relationship with any other Directors, senior management or substantial shareholders of our
Company; and
(6) he/she has not completed his/her respective education programs as disclosed in this section by way
of attendance of long distance learning or online courses.
Each of our independent non-executive Directors has confirmed:
(1) his/her independence after taking into consideration each of the factors referred to under Rules
3.13(1) to 3.13(8) of the Listing Rules;
(2) that he/she does not have any past or present financial or other interest in the business of our
Company or our subsidiaries, or any connection with any core connected person of our Company;
and
(3) that there are no other factors which may affect his/her independence at the time of his/her
appointment as our independent non-executive Director.
SENIOR MANAGEMENT
The following individuals hold senior managerial positions and are responsible for the day-to-day
management and operation of our business. Details about the senior management team of the Company are
provided below:
Name Age Position(s)
Date of
appointment
as senior
management
Date of
joining
our
Group Role and responsibilities
Relationship
with
Directors
and other
senior
management
Mr. Zhou Heping
մձ̻
61 Executive
Director,
Chairperson
of the
Board
June 19,
1998
June 19,
1998
Responsible for the
overall management,
overall strategic
planning, R&D and
business development of
our Company
Spouse
of
Ms. Yi
Huarong
– 198 –


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DIRECTORS AND SENIOR MANAGEMENT
Name Age Position(s)
Date of
appointment
as senior
management
Date of
joining our
Group Role and responsibilities
Relationship
with
Directors
and other
senior
management
Ms. Yi Huarong
(ശႂ)
45 Executive
Director,
vice
Chairperson
of the
Board,
general
manager
November 2,
2022
August 25,
2014
Responsible for the
overall management,
overall strategic
planning, and
business
development of our
Company
Spouse
of
Mr. Zhou
Mr. Xiang Keshuang
(
Σдᕐ)
58 Vice
general
manager
September 27,
2010
February 16,
2003
Responsible for
daily operation of
the Company
None
Mr. Yao Chenhang
(
ોঘ)
48 Vice
general
manager
and
financial
director
January 2,
2025
January 2,
2025
Responsible for
overseeing the
financial matters of
the Group
None
Ms. Qiu Wei
(
ฆ)
38 Board
secretary
February 18,
2021
October 13,
2010
Responsible for
corporate
governance
None
The following sets forth the biographies of our senior management:
Mr. Zhou Heping (
մձ̻) is our executive Director and chairperson of our Board. For further details, see “
— Board of Directors — Executive Directors” in this section.
Ms. Yi Huarong (ശႂ) is our executive Director, and general manager. For further details, see
“ — Board of Directors — Executive Directors” in this section.
Mr. Xiang Keshuang 	Σдᕐ), aged 58, joined the Company in February 2003, and has served as the
administration manager and director of the Company since then. From September 2010 to present, he has served
as vice general manager of the Company.
Mr. Xiang obtained a bachelor’s degree in agricultural economics and management from Yangtze
University (formerly known as “Hubei Agricultural College”) in Hubei in July 1989. In November 1997, he was
awarded the qualification of an economist by the Ministry of Human Resources and Social Security of the
People’s Republic of China (formerly known as the “Ministry of Personnel of the People’s Republic of China”).
In July 1992, he was awarded the title of political analyst by Intermediate Evaluation Committee for Professional
Positions of Enterprise Political Workers of the Provincial Farm Reclamation Corporation (
݁
ึ).
Mr. Yao Chenhangોঘ), aged 48, joined the Company in January 2025, and has served as the vice
general manager and financial director since then. The position of financial director is equivalent to chief
financial officer, and he is responsible for overseeing the financial matters of the Group.
Mr. Yao has extensive experience in the fields of capital operation and corporate governance. From
September 2000 to August 2007, he served as an executive director at the investment banking division at
Southwest Securities Company Limited (
ப΂ʮ̡). From August 2007 to September 2017, he
served as a general manager of the investment banking division headquarters of Hongta Securities Co., Ltd. (෫
ʮ̡). From May 2020 to December 2024, he served as the managing director at Shenzhen
Kunpeng Equity Investment Management Co., Ltd. (ʮ̡) and as the director and
general manager at Shenzhen Kunpeng Guoxin Investment Co., Ltd. (ʮ̡).
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DIRECTORS AND SENIOR MANAGEMENT
Mr. Yao obtained a bachelor’s degree in economics from Zhongnan University of Economics and Law in
Hubei in June 2000, and further obtained a master’s degree in laws from Wuhan University in Hubei in
December 2006, and acquired an Executive MBA degree from China Europe International Business School in
Shanghai in November 2017. He obtained the securities professional qualification (
ࣸand the
sponsor representative qualification (ࣸgranted by the Securities Association of China and the
secretary of the board of directors qualification (ࣸgranted by the Shenzhen Stock Exchange, and
the fund professional qualification (ࣸgranted by the Asset Management Association of China.
Ms. Qiu Wei (ฆ), aged 38, joined the Company in October 2010, and has served as financial specialist,
securities specialist and securities affairs representative since then. From February 2021 to present, she has
served as the secretary of the Board of the Company.
Ms. Qiu obtained a bachelor’s degree in economics from Hunan University of Technology and Business in
Hunan in July 2009, and obtained a master’s degree in administration from Renmin University of China in
Beijing in December 2021. In September 2017, she obtained the Intermediate Accountant Certificate granted by
the Ministry of Human Resources and Social Security of the People’s Republic of China. In July 2014, she
obtained the secretary of the board of directors qualification (
ࣸgranted by the Shenzhen Stock
Exchange.
General
Each of our senior management members has confirmed that:
(1) he/she does not hold and has not held any other positions in our Group and any other members of our
Group as of the Latest Practicable Date;
(2) other than being a Director and/or member of our Company’s senior management, he/she does not have
any relationship with any Directors, other members of senior management or substantial shareholders
of our Company as of the Latest Practicable Date;
(3) he/she does not hold and has not held any other directorships in public companies 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; and
(4) he/she has not completed his/her respective education programs as disclosed in this section by way of
attendance of long distance learning or online courses.
JOINT COMPANY SECRETARIES
Ms. Qiu Wei, the secretary of our Board, was appointed as one of our joint company secretaries on May 12,
2025. For the biographical details of Ms. Qiu, see “– Senior Management” in this section.
Mr. Tam Ka Lung (
Ꮂ), aged 47, was appointed as one of our joint company secretaries on May 12,
2025.
Mr. Tam graduated from the Hong Kong University of Science and Technology with a Bachelor of Business
Administration (Hons) Accounting degree. Mr. Tam is a fellow member of the Association of Chartered Certified
Accountants and a member of the Hong Kong Institute of Certified Public Accountants. Mr. Tam has over 20
years’ experience in auditing, financial management, company secretary and corporate governance, merger and
acquisitions and IPO. Mr. Tam has worked in KPMG with last position as audit senior manager. He is currently
the chief financial officer and company secretary of China Huajun Group Limited, a company listed in the Main
Board of Hong Kong Stock Exchange (stock code: 377). He is the director of Danok Corporate Services Limited.
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DIRECTORS AND SENIOR MANAGEMENT
COMPLIANCE ADVISER
We have appointed Gram Capital Limited as our compliance adviser pursuant to Rule 3A.19 of the Listing
Rules. Pursuant to Rule 3A.23 of the Listing Rules, the compliance adviser will advise us on the following
circumstances:
• before the publication of any announcements, circulars or financial reports;
• where a transaction, which might be a notifiable or connected transaction under Chapters 14 and 14A
of the Listing Rules is contemplated, including share issues and share repurchases;
• where we propose to use the proceeds of the Global Offering in a manner different from that detailed
in this prospectus or where our business activities, developments or results deviate from any forecast,
estimate or other information in this prospectus; and
• where the Stock Exchange makes an inquiry of us regarding unusual price movement and trading
volume or other issues under Rule 13.10 of the Listing Rules.
Pursuant to Rule 3A.24 of the Listing Rules, Gram Capital Limited will, in a timely manner, inform us of
any amendment or supplement to the Listing Rules and new or amended laws and regulations in Hong Kong
applicable to us.
The terms of the appointment shall commence on the Listing Date and end on the date which we distribute
our annual report of our financial results for the first full financial year commencing after the Listing Date.
BOARD COMMITTEES
We have established the following committees on our Board: an audit committee, a remuneration and
appraisal committee, a nomination committee, and a strategy and investment decision committee. The
committees operate in accordance with the terms of reference established by our Board.
Audit Committee
We have established an audit committee with written terms of reference in compliance with Rule 3.21 of the
Listing Rules and paragraph D.3 of part 2 of the Corporate Governance Code as set out in Appendix C1 to the
Listing Rules (the “ Corporate Governance Code ”). The Audit Committee consists of Mr. Zeng Fanyue,
Mr. Wang Dong and Dr. Li Wenyou, with Mr. Zeng Fanyue being the chairperson of the committee.
Mr. Zeng Fanyue holds the appropriate accounting or related financial management expertise as required under
Rules 3.10(2) and 3.21 of the Listing Rules.
The primary duties of the Audit Committee are to assist our Board in providing an independent view of the
effectiveness of our financial reporting process, internal control and risk management systems, overseeing the
audit process, and performing other duties and responsibilities as assigned by our Board, which includes amongst
other things:
• proposing to our Board the appointment and replacement of external audit firms;
• supervising the implementation of our internal audit system;
• liaising between our internal audit department and external auditors;
• reviewing our financial information and related disclosures; and
• other duties conferred by our Board.
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DIRECTORS AND SENIOR MANAGEMENT
Remuneration and Appraisal Committee
We have established a remuneration and appraisal committee with written terms of reference in compliance
with Rule 3.25 of the Listing Rules and paragraph E.1 of part 2 of the Corporate Governance Code. The
Remuneration and Appraisal Committee consists of Ms. Dai Bingjie, Mr. Zeng Fanyue and Ms. Yi Huarong,
with Ms. Dai Bingjie being the chairperson of the committee.
The primary duties of the Remuneration and Appraisal Committee are to develop remuneration and
appraisal policies of our Directors, evaluate the performance, make recommendations on the remuneration
packages of our Directors and senior management and evaluate and make recommendations on employee
benefits, which include amongst other things:
• establishing, reviewing and making recommendations to our Board on our policy and structure
concerning remuneration and appraisal of Directors and senior management and on the establishment
of a formal and transparent procedure for developing policy on such remuneration and appraisal;
• determining the terms of the specific remuneration package of each Director and members of senior
management;
• reviewing and approving performance-based remuneration by reference to corporate goals and
objectives resolved by our Directors from time to time;
• reviewing and/or approving matters relating to share schemes under Chapter 17 of the Listing Rules;
and
• other duties conferred by our Board.
Nomination Committee
We have established a nomination committee with written terms of reference in compliance with
paragraph B.3 of part 2 of the Corporate Governance Code. The Nomination Committee consists of
Mr. Wang Dong, Ms. Dai Bingjie and Mr. Zhou, with Mr. Wang Dong being the chairperson of the committee.
The primary duties of the Nomination Committee are to make recommendations to our Board in relation to
the appointment and removal of Directors which includes, amongst other things:
• reviewing the structure, size and composition of our Board on a regular basis, assisting our Board in
maintaining a board skills matrix, and making recommendations to our Board regarding any proposed
changes;
• identifying, selecting or making recommendations to our Board on the selection of individuals
nominated for directorships;
• assessing the independence of independent non-executive Directors;
• making recommendations to our Board on relevant matters relating to the appointment,
re-appointment and removal of our Directors;
• supporting our Company’s regular evaluation of our Board’s performance; and
• other duties conferred by our Board.
Strategy and Investment Decision Committee
Our Board has established a strategy and investment decision committee (the “Strategy and Investment
Committee”) with written terms of reference. The primary duties of the Strategy and Investment Decision
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DIRECTORS AND SENIOR MANAGEMENT
Committee are to research on making recommendations to our Board on our long-term development strategies,
major decisions, and environmental, social and governance matters. The Strategy and Investment Decision
Committee comprises Mr. Zhou, Ms. Yi Huarong and Mr. Zeng Fanyue, with Mr. Zhou as the chairperson.
CORPORATE GOVERNANCE
Our Company is committed to achieving high standards of corporate governance with a view to
safeguarding the interests of our Shareholders. To accomplish this, our Company intends to comply with the
corporate governance requirements under the Corporate Governance Code after the Listing.
Board Diversity
We seek to achieve board diversity through the consideration of a number of factors, including but not
limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge
and length of service. We have adopted a board diversity policy (the “ Board Diversity Policy ”) to enhance the
effectiveness of our Board and to maintain a high standard of corporate governance. Pursuant to the Board
Diversity Policy, in reviewing and assessing suitable candidates to serve as a Director, the Nomination
Committee will consider a range of diversity perspectives with reference to our Company’s business model and
specific needs, including but not limited to gender, age, language, cultural and educational background,
professional qualifications, skills, knowledge, industry, regional experience and length of service. Furthermore,
the Nomination Committee is responsible for reviewing the diversity of our Board, reviewing the Board
Diversity Policy from time to time, developing and reviewing measurable objectives for implementing the Board
Diversity Policy, and monitoring the progress on achieving these measurable objectives in order to ensure that
the Board Diversity Policy remains effective.
Our Directors have a balanced mix of knowledge and skills, including but not limited to R&D, engineering,
education, finance, accounting and corporate governance. They obtained degrees in various majors including
chemistry, physics, engineering, finance, economics and accounting. Furthermore, our current Board has a
relatively wide range of ages, ranging from 34 years old to 62 years old, and consists of 6 male members and
3 female members. Our Company has reviewed the membership, structure and composition of our Board, and is
of the opinion that the structure of our Board is reasonable, and the experience and skills of the Directors in
various aspects and fields can enable our Company to maintain a high standard of operation.
Our Company will, among others, (i) disclose the biographical details of each Director and (ii) report on the
implementation of the Board Diversity Policy (including whether we have achieved board diversity) in its annual
corporate governance report. In particular, our Company will take opportunities to increase the proportion of
female members of our Board when selecting and recommending suitable candidates for Board appointments to
help enhance gender diversity in accordance with stakeholder expectations and recommended best practices. Our
Company also intends to promote gender diversity when recruiting staff at the mid to senior level so that our
Company will have a pipeline of female senior management and potential successors to our Board. We believe
that such merit-based selection process with reference to our Board Diversity Policy and the nature of our
business will be in the best interests of our Group and our Shareholders as a whole.
COMPETITION
Each of our Directors confirms that as of the Latest Practicable Date, he/she did not have any interest in a
business which competes or is likely to compete, directly or indirectly, with our business, and requires disclosure
under Rule 8.10 of the Listing Rules.
COMPENSATION OF DIRECTORS
We offer our Directors remuneration in the form of fees, salaries, allowances, benefits in kind, performance
related bonuses, retirement benefit scheme contribution, and share-based compensation. Our Directors’
remuneration is determined with reference to the relevant Director’s experience and qualifications, level of
responsibility, performance and the time devoted to our business, and the prevailing market conditions. Our
independent non-executive Directors receive emolument based on their responsibilities.
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DIRECTORS AND SENIOR MANAGEMENT
The aggregate amounts of remuneration (including fees, salaries, allowances, benefits in kind, performance
related bonuses, retirement benefit scheme contribution, and share-based compensation) which were paid or
payable to our Directors for the three years ended December 31, 2022, 2023 and 2024 and nine months ended
September 30, 2025 were RMB4.2 million, RMB4.9 million, RMB4.6 million and RMB8.4 million, respectively.
It is estimated that the aggregate amount of remuneration (including fees, salaries, allowances, benefits in
kind, performance related bonuses, retirement benefit scheme contribution, and share-based compensation)
payable to our Directors for the financial year ending December 31, 2025 would be approximately
RMB12.0 million under arrangements in force as of the date of this prospectus.
For the three years ended December 31, 2022, 2023 and 2024 and nine months ended September 30, 2025,
there were nil, one, one and two Directors among the five highest paid individuals, respectively. The aggregate
amounts of remuneration (including fees, salaries, allowances, benefits in kind, performance related bonuses,
retirement benefit scheme contribution, and share-based compensation) which were paid or payable by our Group
to the remaining five, four, four and three individuals with the highest emoluments in our Group for the three
years ended December 31, 2022, 2023 and 2024 and nine months ended September 30, 2025 were
RMB11.1 million, RMB9.4 million, RMB10.1 million and RMB4.4 million, respectively.
During the Track Record Period, (i) no remuneration was paid to our Directors or the five highest paid
individuals as an inducement to join, or upon joining our Group, (ii) no compensation was paid to, or receivable
by, our Directors, past Directors, or the five highest paid individuals for the loss of office as a director of any
member of our Group or any other office in connection with the management of the affairs of any member of our
Group, and (iii) none of our Directors waived or agreed to waive any emoluments.
Except as disclosed above, no other payment has been paid, or is payable, by our Group to our Directors or
the five highest paid individuals of our Group during the Track Record Period.
For additional information on remuneration of Directors during the Track Record Period as well as
information on the five highest paid individuals, see notes 11 and 12 to the Accountants’ Report.
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SUBSTANTIAL SHAREHOLDERS
So far as our Directors are aware, immediately following the completion of the Global Offering and
assuming that the options granted under the 2025 Share Option Scheme are not exercised, the following persons
will have an interest or short position in the Shares or the underlying Shares which would fall to be disclosed to
our Company and the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the
SFO or, will be, directly or indirectly, interested in 10% or more of the nominal value of any class of share
capital (excluding the 10,283,600 A Shares as treasury A Shares) carrying rights to vote in all circumstances at
general meetings of our Company:
As of the Latest Practicable Date and
immediately prior to the Global Offering
Immediately after the Global Offering (assuming
the options granted under the 2025 Share Option
Scheme are not exercised)
Name of
Shareholder
Capacity/
nature
of interest
Description
of Shares
Number
of Shares
(1)
Approximate
percentage of
interest in
our Company
(2)
Approximate
percentage of
voting rights in
our Company
(4)
Number
of Shares
(1)
Approximate
percentage of
interest in
our Company
(3)
Approximate
percentage of
interest in
our A Shares
(4)
Approximate
percentage of
voting rights in
our Company
(5)
Mr. Zhou(6) Beneficial
Owner
Interest in
Controlled
Corporation
A Shares 189,563,801 15.05% 15.17% 189,563,801 13.54% 15.17% 13.64%
Ms. Yi
Huarong
(6)
Spousal
interest
Interest in
Controlled
Corporation
A Shares 189,563,801 15.05% 15.17% 189,563,801 13.54% 15.17% 13.64%
Ms. Qiu
Limin
(7)
Beneficial
Owner
Interest in
Controlled
Corporation
A Shares 116,035,827 9.21% 9.29% 116,035,827 8.29% 9.29% 8.35%
Notes:
(1) All interests stated are long positions.
(2) The calculation is based on the total number of 1,259,898,562 A Shares in issue as of the Latest Practicable Date.
(3) The calculation is based on the total number of 1,399,887,362 Shares in issue immediately following the completion of the Global
Offering, including treasury A Shares but without taking into account any Shares which may be issued pursuant to the exercise of the
options granted under the 2025 Share Option Scheme.
(4) The calculation is based on the total number of 1,259,898,562 A Shares in issue and excluding the 10,283,600 A Shares as treasury A
Shares shares as of the Latest Practicable Date.
(5) The calculation is based on the total number of 1,389,603,762 Shares in issue immediately following the completion of the Global
Offering excluding the treasury A Shares and without taking into account any Shares which may be issued pursuant to the exercise of
the options granted under the 2025 Share Option Scheme.
(6) Our executive Director, Mr. Zhou, directly holds 139,563,801 A Shares. In addition, Mr. Zhou and Ms. Yi Huarong, our executive
Director and Mr. Zhou’s spouse, who are the only beneficial owners of the Tongyi Funds, are interested in 50,000,000 A Shares
through the Tongyi Funds.
(7) To the best knowledge of the Company, Ms. Qiu Limin directly holds 8,772,371 A Shares. In addition, through Xuanyuan Private Fund
Investment Management (Guangdong) Co., Ltd. - Xuanyuan Kexin No. 109 Private Securities Investment Fund (
ҳ༟၍ଣ
อ109ږXuanyuan Private Fund Investment Management (Guangdong) Co., Ltd. -
Xuanyuan Kexin No. 178 Private Securities Investment Fund (อ178໮ӷ෍ᗇՎҳ༟
ږXuanyuan Private Fund Investment Management (Guangdong) Co., Ltd. - Xuanyuan Kexin No. 201 Private Securities
Investment Fund (อ201ږXuanyuan Private Fund Investment
Management (Guangdong) Co., Ltd. - Xuanyuan Kexin No. 202 Private Securities Investment Fund (Ϟ
อ202ږXuanyuan Private Fund Investment Management (Guangdong) Co., Ltd. - Xuanyuan Kexin
No. 203 Private Securities Investment Fund (อ203ږ,)
Shenzhen Yingfu Huizhi Private Securities Fund Co., Ltd. - Yingfu Zengxin Tianli No. 12 Private Securities Investment Fund
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SUBSTANTIAL SHAREHOLDERS
(૴л12ږShenzhen Yingfu Huizhi Private Securities Fund Co., Ltd.
- Yingfu Zengxin Tianli No. 13 Private Securities Investment Fund (૴л13໮ӷ෍ᗇՎ
ږZhuhai Abama Private Fund Investment Management Co., Ltd. - Abama Yuanshare Dividend No. 88 Private Securities
Investment Fund (л88ږand Zhuhai Abama Private Fund
Investment Management Co., Ltd. - Abama Yuanshare Dividend No. 89 Private Securities Investment Fund (ҳ༟
л89ږshe is interested in 107,263,456 A Shares. To the best knowledge of the
Company, the aforementioned investment funds are controlled by Ms. Qiu Limin. To the best knowledge of the Company,
Ms. Qiu Limin is an Independent Third Party.
For details of the substantial shareholders who 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
any member of our Group other than our Company, see “Further Information about Our Directors and Substantial
Shareholders—1. Disclosure of Interests” in Appendix IV to this prospectus.
Save as disclosed herein, our Directors are not aware of any persons who will, immediately following
completion of the Global Offering (assuming the options granted under the 2025 Share Option Scheme are not
exercised), without taking into account the Offer Shares that may be taken up under the Global Offering, have
interests or short positions in Shares or underlying Shares which would fall to be disclosed under the provisions
of Divisions 2 and 3 of Part XV of the SFO or, will be, directly or indirectly, interested in 10% or more of the
nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of our
Company (excluding the 10,283,600 A Shares as treasury A Shares in case of our Company).
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SHARE CAPITAL
This section presents certain information regarding our share capital prior to and upon the completion of the
Global Offering.
BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date, the registered share capital of our Company was RMB1,259,898,562,
comprising 1,259,898,562 A Shares (including 10,283,600 A Shares as treasury A Shares) with a nominal value
of RMB1.00 each, all of which are listed on the Shenzhen Stock Exchange.
Description of Shares Number of Shares
Approximate
percentage of the
total issued
share capital
(%)
A Shares. ............... .......... ....... ........................ 1,259,898,562(1) 100.00
Note: (1) These A Shares include 10,283,600 A Shares which are held by our Company as treasury A Shares.
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately upon completion of the Global Offering, assuming the options granted under the 2025 Share
Option Scheme are not exercised, the share capital of our Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of the
total issued
share capital
(%)
A Shares ....................................................... 1,259,898,562 90.00
H Shares to be issued pursuant to the Global Offering .................... 139,988,800 10.00
Total .......................................................... 1,399,887,362 100.00
Note: (1) These A Shares include 10,283,600 A Shares which are held by our Company as treasury A Shares.
SHARE CLASSES
Upon the completion of the Global Offering, the Shares will consist of A Shares and H Shares. The A
Shares and H Shares are all ordinary Shares in the share capital of the Company. Apart from certain qualified
domestic institutional investors in Chinese mainland, the qualified investors in Chinese mainland under the
Shenzhen-Hong Kong Stock Connect (if our H Shares are eligible securities for that purpose) and other persons
who are entitled to hold our H Shares pursuant to relevant PRC Law or upon approvals of any competent
authorities, H Shares generally cannot be subscribed for by or traded between legal or natural persons in Chinese
mainland.
Shenzhen-Hong Kong Stock Connect has established a stock connect mechanism between Chinese mainland
and Hong Kong. Our A Shares can be subscribed for and traded by investors in Chinese mainland, qualified
foreign institutional investors or qualified foreign strategic investors and must be traded in Renminbi. As our A
Shares are eligible securities under the Northbound Trading Link, they can also be subscribed for and traded by
Hong Kong and other overseas investors pursuant to the rules and limits of Shenzhen-Hong Kong Stock Connect.
If our H Shares are eligible securities under the Southbound Trading Link, they can also be subscribed for and
traded by investors in Chinese mainland in accordance with the rules and limits of Shenzhen-Hong Kong Stock
Connect.
A Shares and H Shares are regarded as one class of Shares under the Articles of Association and will rank
pari passu with each other in all other respects and, in particular, will rank equally for all dividends or
distributions declared, paid or made after the date of this prospectus. Dividends in respect of our Shares may be
paid by us in Renminbi or Hong Kong dollars. In addition to cash, dividends may be distributed in the form of
Shares.
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SHARE CAPITAL
As of the Latest Practicable Date, 10,283,600 A Shares were held by our Company as treasury A Shares,
which shall only be used by our Company in connection with employees’ share incentive scheme(s) of our
Company. Upon adoption of any share scheme(s) of our Company which will be funded by such treasury A
Shares, such as the 2025 Restricted Share Scheme, such treasury A Shares may be transferred out of treasury for
the purpose of and pursuant to such share scheme(s) of our Company and our Company will comply with
applicable requirements under Rule 19A.39E of the Hong Kong Listing Rules as and when appropriate and
required.
APPROVAL FROM HOLDERS OF A SHARES REGARDING THE GLOBAL OFFERING
We have obtained approval from our A Shareholders to issue H Shares and seek the listing of the H Shares
on the Hong Kong Stock Exchange. Such approval was obtained at the general meeting of our Company held on
June 3, 2025 and is subject to the following conditions:
(i) Size of the Offer
The proposed number of H Shares to be offered initially shall not exceed 139,988,800 H Shares (that is, not
exceeding 10% of the total issued number of shares as enlarged by the H Shares to be issued pursuant to the
Global Offering).
(ii) Method of Offering
The method of offering shall be by way of a public offer for subscription in Hong Kong and an international
offering to institutional and professional investors.
(iii) Target Investors
The H Shares shall be issued to Hong Kong public investors, other overseas investors who meet the relevant
requirements, qualified domestic investors eligible to invest in overseas securities according to PRC Law and
other investors who comply with the relevant regulatory requirements.
(iv) Price Determination Basis
The issue price of the H Shares will be determined after due consideration of the interests of existing
Shareholders, the acceptance of investors and issuance risks and in accordance with international practices
through the demands for orders and book building process, subject to the domestic and overseas capital market
conditions and by reference to the valuation level of comparable companies in domestic and overseas markets.
(v) Valid Period
The issue of H Shares and listing of H Shares on the Hong Kong Stock Exchange shall be completed within
24 months from the date when the Shareholders’ meeting was held on June 3, 2025.
There is no other approved offering plans for any other shares except for the Global Offering.
2025 SHARE OPTION SCHEME
We have adopted the 2025 Share Option Scheme, the principal terms of which are summarized in the
section headed “5. Employee Incentive Schemes” in Appendix IV to this prospectus.
SHAREHOLDERS’ GENERAL MEETINGS
For details of circumstances under which our Shareholders’ general meetings are required, see
“Shareholders and Shareholders’ Meeting” in Appendix III.
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CORNERSTONE INVESTORS
THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone Investment Agreement ”
and collectively, the “ Cornerstone Investment Agreements ”) with the cornerstone investors set out below
(each a “ Cornerstone Investor ” and collectively, the “ Cornerstone Investors ”), pursuant to which the
Cornerstone Investors have agreed to, subject to certain conditions, subscribe, or cause their designated entities to
subscribe, at the Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of
200 H Shares) that may be purchased for an aggregate amount of approximately US$124.3 million or
HK$968.9 million, calculated based on the conversion rate of US$1.00 to HK$7.79735 (the “ Cornerstone
Placing”). The aggregate amount of the investment contributed by the Cornerstone Investors does not include
brokerage, SFC transaction levy, AFRC transaction levy and Hong Kong Stock Exchange trading fee which the
Cornerstone Investors will pay in respect of the International Offer Shares to be subscribed by them.
Based on the Offer Price of HK$20.09 per H Share, being the maximum Offer Price, the total number of
Offer Shares to be subscribed by the Cornerstone Investors would be 48,228,800 Offer Shares, representing
approximately (i) 34.45% of the H Shares offered pursuant to the Global Offering; and (ii) 3.45% of our total
issued share capital immediately upon completion of the Global Offering (without taking into account any A
Shares to be issued upon exercise of the share options granted under the 2025 Share Option Scheme).
Our Company is of the view that the Cornerstone Investment will help raise the profile of our Company and to
signify that such investors have confidence in our business and prospect. Further, we believe that we will benefit from
the cornerstone investment, taking into account the business sectors they primarily focus on. Our Company became
acquainted with each of the Cornerstone Investors in its ordinary course of operation through the Group’s business
network or through introduction by the Company’s business partners or Overall Coordinators.
The Cornerstone Placing will form part of the International Offering, and save as otherwise obtained
consent by the Stock Exchange, the Cornerstone Investors will not subscribe for any Offer Shares under the
Global Offering other than pursuant to the Cornerstone Investment Agreements. The Offer Shares to be
subscribed by the Cornerstone Investors will rank pari passu in all respects with the fully paid Shares in issue
and all the H Shares to be subscribed by the cornerstone investors will be counted towards the public float for the
purpose of Rule 8.08 of the Listing Rules. Immediately following the completion of the Global Offering, the
Cornerstone Investors will not have any Board representation in our Company; and none of the Cornerstone
Investors will become a Substantial Shareholder of our Company. The Cornerstone Investors do not have any
preferential rights in the Cornerstone Investment Agreements compared with other public Shareholders, other
than a guaranteed allocation of the relevant Offer Shares at the Offer Price.
As confirmed by each of the Cornerstone Investors, there are no side arrangements or agreements between
our Company and the Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone
Investors by virtue of or in relation to the Listing, other than a guaranteed allocation of the relevant Offer Shares
at the final Offer Price, following the principles as set out in Chapter 4.15 of the Guide for New Listing
Applicants.
The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have subscribed before
dealings in the Company’s Shares commence on the Stock Exchange. As such, there will be no deferred
settlement of payment of the investment amounts. Since there is no over-allotment option in the International
Offering, there will be no delayed delivery or deferred settlement of Offer Shares to be subscribed by the
Cornerstone Investors.
To the best of the knowledge, information and belief of our Company, (i) the Cornerstone Investors are
independent of the Company, its connected persons and their respective associates; (ii) none of the Cornerstone
Investor is accustomed to take and has not taken instructions from the Company, our Directors, chief executive,
the single largest shareholder, substantial Shareholders, existing Shareholders or any of its subsidiaries or their
respective close associates in relation to the acquisition, disposal, voting or other disposition of the Offer Shares;
and (iii) none of the subscription of the Offer Shares by the Cornerstone Investors is directly or indirectly
financed by the Company, our Directors, chief executive, the single largest shareholder, substantial Shareholders,
existing Shareholders or any of its subsidiaries or their respective close associates.
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CORNERSTONE INVESTORS
To the best knowledge of our Company and as confirmed by each of the Cornerstone Investors, each of the
Cornerstone Investors and their beneficial owners is independent from each other and make independent
investment decisions, and their subscription under the Cornerstone Placing would be financed by its own internal
financial resources or the assets managed for its investors (in the case of Cornerstone Investors which are funds
or investment managers) and it has sufficient funds to settle its respective investment under the Cornerstone
Placing. Each of the Cornerstone Investors has confirmed that all necessary approvals have been obtained with
respect to the Cornerstone Placing and that no specific approval from any stock exchange (if relevant) is required
for the relevant Cornerstone Placing.
To the best knowledge of the Company and the Overall Coordinators, and based on the indicative interest of
investment of the Cornerstone Investors and/or their close associates as of the date of this prospectus, certain
Cornerstone Investors and/or their close associates may participate in the International Offering as placees and
subscribe for further Offer Shares in the Global Offering. The Company will seek the Stock Exchange’s consent
and/or waiver to allow the Cornerstone Investors and/or their close associates to participate in the International
Offering as placees pursuant to Chapter 4.15 of the Guide for New Listing Applicants. Whether such Cornerstone
Investors and/or their close associates will place orders in the International Offering are uncertain and will be
subject to the final investment decisions of such investors and the terms and conditions of the Global Offering.
Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors will be disclosed in
the allotment results announcement of our Company to be published on or around February 12, 2026.
The table below sets forth the details of the Cornerstone Placing, assuming an Offer Price of HK$20.09,
being the maximum Offer Price, without taking into account any A Shares to be issued upon exercise of the share
options granted under the 2025 Share Option Scheme:
Cornerstone Investors
Total Investment
Amount(1) (2)
(US$ in million)
Number of
Offer Shares(3)
Approximate
% of the
Offer Shares
Approximate
% of the
issued share
capital(4)
HHLR Advisors, Ltd. (“ HHLRA” ) ................ 25.0 9,703,000 6.93% 0.69%
Shanghai Greenwoods and Huatai Capital Investment
Limited (“HTCI”) (in connection with Greenwoods
OTC Swaps) ................................ 18.0 6,986,000 4.99% 0.50%
Jump Trading Pacific Pte. Ltd. (“ Jump Trading” ) .... 3 . 0 1,164,200 0.83% 0.08%
Huizhou Huilian Investment Partnership (Limited
Partnership) (Υ
ྫ)(“Huizhou Huilian” ) ..................... 25.7 9,960,800 7.12% 0.71%
JCC and Guotai Junan Investments (Hong Kong)
Limited (in connection with JCC OTC Swaps) ..... 3 . 0 1,164,200 0.83% 0.08%
Shen Zhen New World Investment (H.K) Limited ( ଉέ
ʮ̡)( “Shenzhen New
World” ) ................................... 7 . 7 2,986,400 2.13% 0.21%
BEST CHEER DEVELOPMENT LIMITED (࢝
ʮ̡)( “Best Cheer” )...................... 4 . 4 1,692,200 1.21% 0.12%
RIME Capital Limited (“ RIME” ) ................. 1 . 0 398,200 0.28% 0.03%
SCV Alpha LP (“ SCV Alpha” ) ................... 3 . 5 1,344,800 0.96% 0.10%
Yield Royal Investment Holding (Singapore) PTE.
LTD. (“Yield Royal” ) ........................ 3 . 0 1,164,200 0.83% 0.08%
Guohui (HK) Holdings Co., Limitedಥછ
ʮ̡(“Guohui HK” )................... 5 . 0 1,940,600 1.39% 0.14%
Pu Xin Guotai Junan Investments (Hong Kong) Limited
(in connection with Pu Xin OTC Swaps) .......... 5 . 0 1,941,200 1.39% 0.14%
CAPCHEM (HONGKONG) CO., LIMITED (Ԟ(࠰
ಥ)ʮ̡)( “Capchem Hong Kong ” ) .......... 7 . 1 2,737,600 1.96% 0.20%
Enhanced Investment Products Limited (“ EIP” ) ...... 5 . 0 1,940,600 1.39% 0.14%
Factorial Master Fund (“ Factorial” ) ............... 2 . 0 776,200 0.55% 0.06%
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CORNERSTONE INVESTORS
Cornerstone Investors
Total Investment
Amount(1) (2)
(US$ in million)
Number of
Offer Shares(3)
Approximate
% of the
Offer Shares
Approximate
% of the
issued share
capital(4)
Qianhai Starlight Capital SPC (“ Qianhai
Starlight” ) ................................. 6 . 0 2,328,600 1.66% 0.17%
Total ........................................ 124.3 48,228,800 34.45% 3.45%
Notes
(1) the translations between among each of RMB, U.S. dollars and Hong Kong dollars were made based on the exchange rate as disclosed in
the section headed “Information about this Prospectus and the Global Offering” in this prospectus. The actual investment amount may
vary due to the exchange rate prescribed in the relevant Cornerstone Investment Agreements.
(2) exclusive of brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy.
(3) rounded down to the nearest whole board lot of 200 H Shares. The actual number of Offer Shares allocated to each Cornerstone Investor
may vary due to the actual exchange rates determined pursuant to the terms of the Cornerstone Investment Agreements.
(4) assuming no other changes are made to the issued share capital of our Company between the Latest Practicable Date.
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by our Cornerstone
Investors in connection with the Cornerstone Placing.
HHLRA
HHLRA, part of the Hillhouse Group, is an exempted company incorporated in the Cayman Islands that acts
as the investment manager of investment funds (collectively the “ HHLRA Funds ”), which are limited
partnerships formed under the laws of the Cayman Islands. There is no individual limited partner investor who
holds an economic interest of 30% or more in the HHLRA Funds.
HHLRA collaborates with industry-defining enterprises, aiming to establish alignment with sustainable,
forward-thinking companies across industrial, consumer, healthcare and business services sectors. HHLRA
manages capital for global institutions, including non-profit foundations, endowments, and pensions. HHLRA is
entering the Cornerstone Investment Agreement with the Company in its capacity as an investment manager and
on behalf of the HHLRA Funds.
Shanghai Greenwoods and HTCI (in connection with Greenwoods OTC Swaps)
HTCI and Huatai Securities Company Limited (“ HTSC”) will enter into a series of cross border delta-one
OTC swap transactions (collectively, the “ Greenwoods OTC Swaps ”) with each other and their ultimate clients
(the “ HTCI Ultimate Clients (Greenwoods) ”), pursuant to which HTCI will hold the beneficial interest of the
Offer Shares on a non-discretionary basis to hedge the Greenwoods OTC Swaps while the economic risks and
returns of the underlying Offer Shares are passed to the HTCI Ultimate Clients (Greenwoods), subject to
customary fees and commissions. The Greenwoods OTC Swaps will be fully funded by the HTCI Ultimate
Clients (Greenwoods). During the terms of the Greenwoods OTC Swaps, all economic returns of the Offer
Shares subscribed by HTCI will be ultimately passed to the HTCI Ultimate Clients (Greenwoods) and all
economic loss shall be borne by the HTCI Ultimate Clients (Greenwoods) through the Greenwoods OTC Swaps,
and HTCI will not take part in any economic return or bear any economic loss in relation to the Offer Shares,
subject to customary fees and commissions. The Greenwoods OTC Swaps are linked to the Offer Shares and the
HTCI Ultimate Clients (Greenwoods) may, after expiration of the lock-up period beginning from the date of the
cornerstone agreement entered into among HTCI, the Company, the Joint Sponsors and the Sponsor-overall
Coordinators, and ending on the date which is six months from the Listing Date, request to early terminate the
Greenwoods OTC Swaps at their own discretions, upon which HTCI may dispose of the Offer Shares on the
secondary market and the HTCI Ultimate Clients (Greenwoods) will receive a final settlement amount of the
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CORNERSTONE INVESTORS
Greenwoods OTC Swaps in cash in accordance with the terms and conditions of the Greenwoods OTC Swaps.
Despite that HTCI will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights
attaching to the relevant Offer Shares during the terms of the Greenwoods OTC Swaps. To the best of HTCI’s
knowledge after having made all reasonable inquiries, each of the HTCI Ultimate Clients (Greenwoods) is an
independent third party of (i) the Company, the connected persons or associates thereof, and (ii) HTCI, and the
companies which are members of the same group of Huatai Financial Holdings (Hong Kong) Limited
(“Huatai”), and no single ultimate beneficial owner holds 30% or more interests in each of the HTCI Ultimate
Clients (Greenwoods).
During the life of the Greenwoods OTC Swaps, HTCI may continue to hold the Offer Shares in its custodian
account, or to hold some or all of the Offer Shares in a prime brokerage account for stock borrowing purpose,
which is consistent with market practice to lower its finance cost, provided that the economic interests are
ultimately passed to the HTCI Ultimate Clients (Greenwoods).
Both HTCI and Huatai are indirect wholly-owned subsidiaries of HTSC, the A shares of which are listed on
the Shanghai Stock Exchange (stock code: 601688), the H shares of which are listed on the Stock Exchange
(stock code: 6886), and the global depositary receipts of which are listed on the London Stock Exchange (LON:
HTSC). The HTCI Ultimate Clients (Greenwoods) are certain domestic private funds (including a total of no
more than seven funds) managed by Shanghai Greenwoods Asset Management Co., Ltd. (
ࠢ
ʮ̡)( “ Shanghai Greenwoods ”) in its capacity as a fund manager. Shanghai Greenwoods is a private fund
management company with the registration under the Asset Management Association of China (AMAC).
Shanghai Greenwoods is one of the largest and earliest PRC domestic asset managers mainly specializing in
investing into companies in the Greater China region. Shanghai Greenwoods focuses on fundamental research,
value investments, and local due diligence. Investors of funds managed by Shanghai Greenwoods include
institutional investors and high-net-worth individuals professional investors. Mr. Jiang Jinzhi, an Independent
Third Party, is the chairman and an ultimate beneficial owner of Shanghai Greenwoods. No other beneficial
owners hold 30% or more interest in Shanghai Greenwoods. As confirmed by Shanghai Greenwoods, the
subscription of the Offer Shares as cornerstone investor will be made by Shanghai Greenwoods in its capacity as
the fund manager of domestic private funds through total return swap mechanism.
Jump Trading
Jump Trading is part of Jump Trading Group. Founded in 1999, Jump Trading Group is one of the largest
global financial trading groups. Jump Trading Group is headquartered in Chicago and has offices in Chicago,
New York, London, Hong Kong, Shanghai, Singapore, India, Amsterdam in addition to other major financial
centers. As part of its investment activities, Jump Trading Group, Capital Markets Investment Team engages and
invests in high-quality companies through equity raisings, and relies on the firm’s best-in-class execution and
strong corporate governance to make strategic investments. The Capital Markets Investments team is based in
Hong Kong and consists of seasoned investment professionals with strong focus and understanding of company
fundamentals. The team focuses and invests extensively across the Asia Pacific region. Jump Trading is
controlled by two revocable trusts. No single ultimate beneficial owner holds 30% or more interests in Jump
Trading.
Huizhou Huilian
Huizhou Huilian, a limited partnership established under the laws of the PRC on December 19, 2025. As of
the Latest Practicable Date, Huizhou Huilian is held as 1.89% by Huizhou Guohe Investment Co., Ltd. (
౉ψ̹਷
ʮ̡)( “ Huizhou Guohe ”) as a general partner, 54.91% by Huizhou Huicheng District State Owned
Capital Investment and Operation Co., Ltd. (ʮ̡)( “Huicheng Group”)
as a limited partner, and 43.20% by Huizhou Industrial Investment Development Master Fund Co., Ltd. ( ౉ψପ
ʮ̡)( “Huizhou Industrial”) as a limited partner.
Huizhou Guohe is held as 90.00% by Huizhou Industrial and 10.00% Huizhou Huicheng District Investment
Management Co., Ltd. (ʮ̡)( “ Huicheng Investment ”). Huicheng Investment is
wholly owned by Huicheng Group. Huizhou Industrial is ultimately controlled by State-owned Assets
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CORNERSTONE INVESTORS
Supervision and Administration Commission of the People’s Government of Huizhou Municipality ( ౉ψ̹ɛ͏
ึ). Huicheng Group is wholly owned by Huizhou Huicheng District State-owned
Assets Supervision and Administration Commission (ਜ਷Ϟ༟ପ္ຖ၍ଣ҅).
JCC and Guotai Junan Investments (Hong Kong) Limited (in connection with JCC OTC Swaps)
Guotai Junan Investments (Hong Kong) Limited (“ GTINV”) and Guotai Haitong Securities Co., Ltd (“ GTHT”)
will enter into a series of cross border delta-one OTC swap transactions (the “ JCC OTC Swaps ”) with each
other and with JCC (Beijing) Investment Co., Ltd. (
ʮ̡) (the “ GTHT Ultimate
Client (JCC) ”), pursuant to which GTINV will hold the Offer Shares on a non-discretionary basis to hedge the
OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the
GTHT Ultimate Client (JCC), subject to customary fees and commissions. The OTC Swaps will be fully funded
by the GTHT Ultimate Client (JCC). During the terms of the OTC Swaps, all economic returns of the Offer
Shares subscribed by GTINV will be passed to the GTHT Ultimate Client (JCC) and all economic loss shall be
borne by the GTHT Ultimate Client (JCC) through the OTC Swaps, and GTINV will not take part in any
economic return or bear any economic loss in relation to the Offer Shares. The OTC Swaps are linked to the
Offer Shares and the GTHT Ultimate Client (JCC) may, after expiration of the lock-up period beginning from the
date of the cornerstone agreement entered into between GTINV and the Company and ending on the date which
is six months from the Listing Date, request to early terminate the OTC Swaps at their own discretions, upon
which GTINV may dispose of the Offer Shares and settle the OTC Swaps in cash in accordance with the terms
and conditions of the OTC Swaps. Despite that GTINV will hold the legal title of the Offer Shares by itself, it
will not exercise the voting rights attaching to the relevant Offer Shares during the terms of the OTC Swaps
according to its internal policy. To the best of GTINV’s knowledge having made all reasonable inquiries, the
GTHT Ultimate Client (JCC) is an independent third party of GTINV, GTHT and the companies which are
members of the same group of GTHT.
Guotai Junan Investments (Hong Kong) Limited is a Hong Kong incorporated company. Its principal
business activities are trading and investments. It is indirectly wholly owned by Guotai Haitong Securities Co.,
Ltd., a leading securities firm in China with its shares dually listed in both Shanghai (SSE:601211) and Hong
Kong (HKEX:2611).
GTHT Ultimate Client (JCC) was founded in Beijing on March 7, 2012. With a paid-in capital of RMB
2.1 billion, GTHT Ultimate Client (JCC) focuses on the copper industry ecosystem of its parent group and
engages in two core business segments: equity investment and securities Fund of Funds (FOF) investment. As of
the end of 2024, GTHT Ultimate Client (JCC) has managed various assets worth nearly RMB 4 billion. GTHT
Ultimate Client (JCC) is indirectly wholly owned by Jiangxi Copper Corporation Limited, and ultimately
controlled by Jiangxi Provincial Government.
Shenzhen New World
Shenzhen New World is a Hong Kong incorporated company, primarily engaged in property investment and
management, with an investment strategy focused mainly on investing in technology companies, which is
indirectly owned as to 66.67% and 25% by Shenzhen New World Group Co., Ltd. (
ʮ̡)
(“Shenzhen New World Group ”) and Huang Wei ( රਃ), respectively. Shenzhen New World Group is, directly
and indirectly, owned as to 73.3% by Huang Wei ( රਃ).
Best Cheer
Best Cheer is incorporated in Hong Kong in 1989 with limited liability, a company primarily engaged in
stone trading and investment holdings in multiple stone production bases across the PRC and indirectly wholly
owned by Mr. Ko Chung Lun (
᜝), an Independent Third Party.
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CORNERSTONE INVESTORS
RIME
RIME is incorporated in Hong Kong with limited liability and licensed by the SFC to carry on type 1, 4, 9
regulated activities. The firm is ultimately owned by Ms. Zhuo Ying, who owns 64% shares of RIME and is an
Independent Third Party. RIME is a discretionary investment manager of Sino Opulence Multi-Value Strategy
Fund SPC (“ Sino Opulence SPC ”) and Sino Opulence SPC is a segregated portfolio company holding various
portfolios. RIME Capital has agreed to procure Sino Opulence Multi-Value Strategy Fund SPC-Stable Growth
Fund SP (the “ Sino Opulence Fund ”), which is a fund portfolio under Sino Opulence SPC to subscribe for the
Offer Shares. Sino Opulence SPC is ultimately controlled by Ms. Zhuo Ying. The largest limited partner of Sino
Opulence Fund is Leo Group Co., Ltd., a company listed on the Shenzhen Stock Exchange. There is no other
ultimate beneficial owner holding 30% or more interest in Sino Opulence Fund.
SCV Alpha
SCV Alpha is a limited partnership incorporated in Cayman Islands. SCV Alpha has one limited partner,
Doo Financial HK Limited. Doo Financial HK Limited is indirectly owned as to 100% by Mr. Chen Junjie, who
is an Independent Third Party. Its general partner, SCV Alpha Ltd., is wholly owned by SV China Holdco Ltd.,
which is wholly owned by SBVA Corp. SBVA Corp. is formerly known as SoftBank Ventures Asia Corp., which
was established in 2000 and was then an early-stage venture capital institution wholly owned by SoftBank Group
Corp. It was subsequently acquired by The Edgeof Korea Co., Ltd. in June 2023 and was renamed as SBVA
Corp. As of the Latest Practicable Date, SBVA Corp. is wholly owned by The Edgeof Korea Co., Ltd., which is
owned as to 87.71% by THE EDGEOF, PTE. LTD. THE EDGEOF, PTE. LTD. is indirectly owned as to 60% by
Mr. Taejang Son, who is an Independent Third Party. There is no other ultimate beneficial owner holding 30% or
more interest in THE EDGEOF, PTE. LTD. and SCV Alpha.
Yield Royal
Yield Royal is a company incorporated in Singapore and is primarily engaged in international commodity
trading and conducts global capital market investments. It boasts a team of experienced industry and regional
experts who leverage their specialized expertise and focused approach to identify leading targets for long-term
investment. Currently, its investments span various industries, including TMT, advanced manufacturing, new
economy, and bio-pharmaceuticals, among others. Yield Royal possesses strong resilience against market cycle
fluctuations and aims to achieve long-term and stable value returns. Leveraging on Southeast Asia’s unique
geographical advantages, the company will continue to pursue a twin-engine strategy combining capital support
and resource integration, empowering high-quality enterprises from the Asia-Pacific region and mainland China
to accelerate their global expansion.
The entire issued share capital of Yield Royal is owned by Gallatlion Resources Pte. Ltd., a private
company limited by shares incorporated under the laws of Singapore, which in turn is wholly owned by
Ms. Chang Hongna, an independent third party.
Guohui HK
Guohui HK is a company incorporated in Hong Kong with limited liability and is wholly owned by
Shandong Development Investment Holding Group Co., Ltd. (
ʮ̡), which is owned
as to approximately 97.88% by the State-owned Assets Supervision and Administration Commission of
Shandong Province (
ึ).
Pu Xin Guotai Junan Investments (Hong Kong) Limited (in connection with Pu Xin OTC Swaps)
Guotai Junan Investments (Hong Kong) Limited (“ GTINV”) and Guotai Haitong Securities Co., Ltd
(“GTHT”) will enter into a series of cross border delta-one OTC swap transactions (the “ Pu Xin OTC Swaps ”)
with each other and with Sichuan Pu Xin Industry-Finance Investment Co., Ltd.ப΂ʮ̡
(the “ GTHT Ultimate Client (Pu Xin) ”), pursuant to which GTINV will hold the Offer Shares on a
non-discretionary basis to hedge the Pu Xin OTC Swaps while the economic risks and returns of the underlying
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CORNERSTONE INVESTORS
Offer Shares are passed to the GTHT Ultimate Client Pu Xin, subject to customary fees and commissions. The
Pu Xin OTC Swaps will be fully funded by the GTHT Ultimate Client (Pu Xin). During the terms of thePu Xin
OTC Swaps, all economic returns of the Offer Shares subscribed by GTINV will be passed to the GTHT
Ultimate Client (Pu Xin) and all economic loss shall be borne by the GTHT Ultimate Client (Pu Xin) through the
Pu Xin OTC Swaps, and GTINV will not take part in any economic return or bear any economic loss in relation
to the Offer Shares. The Pu Xin OTC Swaps are linked to the Offer Shares and the GTHT Ultimate Client (Pu
Xin) may, after expiration of the lock-up period beginning from the date of the cornerstone agreement entered
into between GTINV and the Company and ending on the date which is six months from the Listing Date,
request to early terminate the Pu Xin OTC Swaps at their own discretions, upon which GTINV may dispose of
the Offer Shares and settle the Pu Xin OTC Swaps in cash in accordance with the terms and conditions of the Pu
Xin OTC Swaps. Despite that GTINV will hold the legal title of the Offer Shares by itself, it will not exercise the
voting rights attaching to the relevant Offer Shares during the terms of the Pu Xin OTC Swaps according to its
internal policy. To the best of GTINV’s knowledge having made all reasonable inquiries, the GTHT Ultimate
Client (Pu Xin) is an independent third party of GTINV, GTHT and the companies which are members of the
same group of GTHT.
Guotai Junan Investments (Hong Kong) Limited is a Hong Kong incorporated company. Its principal
business activities are trading and investments. It is indirectly wholly owned by Guotai Haitong Securities Co.,
Ltd., a leading securities firm in China with its shares dually listed in both Shanghai (SSE:601211) and Hong
Kong (HKEX:2611).
The GTHT Ultimate Client (Pu Xin) is owned as to (i) 63.78% by Luzhou Laojiao Group Co., Ltd. (
ᖐψϼ
ப΂ʮ̡)( “LZLJ Group”), and (ii) 36.22% by Luzhou Laojiao Capital Holding Co., Ltd. ( ᖐψϼഀ
ப΂ʮ̡), which is in turn wholly owned by LZLJ Group. LZLJ Group is directly and indirectly
held as to 90% in aggregate by Luzhou Municipal State-owned Assets Supervision and Administration
Commission (
ึ). There is no other ultimate beneficial owner holding 30% or more
interest in the GTHT Ultimate Client (Pu Xin).
Capchem Hong Kong
Capchem Hong Kong is a limited liability company incorporated in Hong Kong on January 28, 2008, and is a
wholly owned subsidiary of Shenzhen Capchem Technology Co., Ltd. (ʮ̡)( “ Shenzhen
Capchem”). Capchem Hong Kong is principally engaged in trading and investment activities. Shenzhen Capchem is a
company listed on the Shenzhen Stock Exchange (Stock Code: 300037.SZ). It is committed to creating a better future
through electronic chemicals and functional materials. It is principally engaged in the research and development,
manufacturing, and sales of battery chemicals, organic fluorochemicals and electronic information chemicals.
There is no single ultimate beneficial owner who holds 30% or more of the equity interests in Capchem
Hong Kong.
EIP
EIP is a fund management company established in Hong Kong and regulated by the Hong Kong Securities and
Futures Commission, managing offshore private investment funds that invest assets on behalf of institutions and
private professional investors. EIP, founded in 2002, invests in a variety of investment strategies with the target of
bringing consistent and sustainable long-term returns to investors. EIP is majority owned by Vectis Trust, which is a
discretionary trust set up by EIP’s founder, Tobias Bland, as the settlor for the benefit of his family members. No
other investor holds 30% or more interests in EIP. EIP represents in its capacity as the investment manager of two
Funds in respect of the Global Offering: (1) E.I.P. China Multi-Strategy Fund SP a segregated portfolio of E.I.P.
Funds (Cayman Islands) SPC. The investor of the E.I.P. China Multi-Strategy Fund SP holding 30% or more of its
interests is a Europe based fund of funds, managed by a European asset management firm which has more than 20
years of investment history and manages multibillion dollars of assets, with offices globally in Europe, Asia and
North America. The Europe based fund of funds is a unit-trust with a well-diversified investor base and its largest
investor has much less than 30% interest in E.I.P. China Multi-Strategy Fund SP. (2) EIP Hong Zhong Fund is a
sub-fund of EIP Funds OFC. The investor of the EIP Hong Zhong Fund holding 30% or more of its interest is a
Hong Kong based fund of fund, which does not have any investors holding more than 30% interest in it.
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CORNERSTONE INVESTORS
Factorial
Factorial is managed by Factorial Management Limited (“ FML”) in its capacity as the investment manager
on a discretionary basis. FML is domiciled in Hong Kong and is licensed by the SFC for the regulated activity of
asset management (Type 9 license). FML is wholly owned by its founder and chief investment officer, Mr. Barun
Agarwal, an Independent Third Party. Save for Mr. Barun Agarwal, no other ultimate beneficial owner of each of
Factorial and FML holds 10% or more of beneficial interest.
Qianhai Starlight
Qianhai Starlight was established in 2021. It is a private fund focused on the secondary market and
specialized in in-depth fundamental research. Adhering to value investment principles, the company provides
professional private fund services to high-net-worth clients. Furthermore, the company adopts an entrepreneurial
mindset towards investment, maintaining long-term positions in outstanding companies based on profound
industry research.
Mr. Chen Xuran is the major shareholder and Ultimate Beneficial Owner (UBO) of Qianhai Starlight,
holding a 90% equity interest. It is confirmed that Mr. Chen Xuran is an independent third party.
CLOSING CONDITIONS
The obligation of each Cornerstone Investor to subscribe for the Offer Shares under the respective
Cornerstone Investment Agreement is subject to, among other things, the following closing conditions:
(i) the Hong Kong Underwriting Agreement and the International Underwriting Agreement being entered
into and having become effective and unconditional (in accordance with their respective original terms
or as subsequently waived or varied by agreement of the parties thereto) by no later than the time and
date as specified in the Hong Kong Underwriting Agreement and the International Underwriting
Agreement, and neither the Hong Kong Underwriting Agreement nor the International Underwriting
Agreement having been terminated;
(ii) the Offer Price having been agreed upon between our Company and the Overall Coordinators (for
themselves and on behalf of the underwriters of the Global Offering);
(iii) the Listing Committee having granted the approval for the listing of, and permission to deal in, the
Shares (including the Shares under the Cornerstone Placing) as well as other applicable waivers and
approvals and such approval, permission or waiver having not been revoked prior to the
commencement of dealings in the Shares on the Stock Exchange;
(iv) no laws shall have been enacted or promulgated which prohibits the consummation of the transactions
contemplated in the Global Offering or the respective Cornerstone Investment Agreement, and there
being no orders or injunctions from a court of competent jurisdiction in effect precluding or prohibiting
consummation of such transactions; and
(v) the respective agreements, representations, warranties, undertakings, confirmations and
acknowledgements of the Cornerstone Investors under the respective Cornerstone Investment
Agreement are (as of the date of the Cornerstone Investment Agreement) and will be (as of the Closing
(as defined in the Cornerstone Investment Agreement)) accurate and true in all respects and not
misleading and that there is no breach of the respective Cornerstone Investment Agreement on the part
of the relevant Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each Cornerstone Investor has agreed that without the prior written consent of our Company, the Joint
Sponsors and the Overall Coordinators, it will not, whether directly or indirectly, at any time during the period of
six months following the Listing Date (the “ Lock-up Period”), dispose of, in any way, any of the Offer Shares it
has purchased, pursuant to the respective Cornerstone Investment Agreement, save for certain limited
circumstances, such as transfers to any of its wholly-owned subsidiaries who will be bound by the same
obligations of the Cornerstone Investor, including the Lock-up Period restriction.
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FINANCIAL INFORMATION
The following discussion and analysis of our financial condition and results of operations should be read
in conjunction with our consolidated financial statements and the related notes included in the Accountants’
Report in Appendix I to this prospectus. Our consolidated financial statements have been prepared in
accordance with IFRS Accounting Standards.
The following discussion and analysis contain 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. You should not place undue reliance on any such
statements. Our actual future results and timing of selected events could differ materially from those
anticipated in these forward-looking statements as a result of various factors, including those set forth under
“Risk Factors,” “Forward-Looking Statements” and elsewhere in this prospectus.
For the purpose of this section, unless the context otherwise requires, reference to the years of 2022,
2023 2024 and the nine months ended September 30, 2025 refer to the years ended December 31, 2022, 2023
2024 and the nine months ended September 30, 2025, respectively.
OVERVIEW
We are one of the largest manufacturers of heat-shrinkable materials and telecoms cable products in the
world, enjoying rapid growth in line with strong expansion of high-speed data communication and electrical
power transmission industries in recent years. Our products play essential roles in wide variety of application
scenarios across both telecoms and electrical power transmission industries.
Key Achievements in relation to Telecoms Cable Industry
Along value chain of relevant industries, we stay in the midstream sector, being a manufacturer of products
used by downstream consumers, including (i) computing centers, cloud computing, HPC and 5G equipment that
use telecoms cables; and (ii) enterprises engaging in industries like power, aerospace, electronics,
telecommunications, petrochemical, medical, shipbuilding and rail transportation who demands heat-shrinkable
tubes and related products manufactured through extrusion, irradiation crosslinking, and thermal shaping.
• High-speed copper cables are critical components of high-speed data communication. These products
enable high-speed connection between the functional modules in computing centers, increasing intra-
cluster data transfer efficiency while ensuring optimized energy consumption and reliability. This
effectively promoted the rapid deployment of quality infrastructure, driving the expansive application
of LLMs across different industries.
• Our high-speed copper cables have been certified and admitted for usage in the computing servers of
several globally leading AI enterprises with strong GPU designing or manufacturing capabilities. These
cables ensure stable and quality signal transmission between GPUs to unleash their full designed
potential. According to F&S, we are the second largest manufacturer and the largest China-based
manufacturer of high-speed copper cables on global revenue in 2024, claiming 24.2% of the global
market share.
• According to F&S, we ranked first in the global heat-shrinkable materials industry, with a 20.6%
global market share in terms of global revenue in 2024; and we pioneered the industrialization of heat-
shrinkable materials in China, holding a 58.5% China market share in terms of China revenue in 2024
and maintaining a leading position. When heated during installation, our tubings would shrink to
conform to virtually any shape, providing dependable insulation, mechanical robustness, strain relief,
as well as esthetic appeal. These products can also withstand challenges in harsh environments, such as
collision and abrasion, pollution and contamination, UV-light, as well as extreme temperature and
humidity conditions.
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FINANCIAL INFORMATION
Key Achievements in relation to Electrical Power Transmission Industries
Along value chain of relevant industries, we stay in the midstream sector, being a manufacturer of products
used by downstream consumers, including (i) charging facility operators, NEV manufacturers and energy
management platforms that use AC and DC charging guns products and (ii) companies engaging in the power
and transportation sectors who demands for cable accessories products that can effectively ensure safe and
quality performance in diverse environmental and application requirement.
• Our NEV power transmission products provide high-performance electrical products to NEVs. These
products have been widely adopted by leading automakers in China and around the world, as well as
ultra-fast charging station operators enjoying strong market share in China. According to F&S, we are
the largest NEV DC charging gun manufacturer in terms of China revenue in 2024, with a China
market share of 41.7%.
• Through offering electrical cable accessories products, we provide customers with power transmission
solutions for critical energy infrastructure, including high-voltage power grids and nuclear power
plants, featuring high performance, high safety and strong reliability. As of the Latest Practicable Date,
our products had been adopted by many leading power enterprises in China, including two largest
power grid operators, a leading nuclear power plant operator and a leading power producer. According
to F&S, we ranked first among manufacturers of cable accessories in terms of China revenue in 2024,
claiming a China market share of 10.6%.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business, results of operations, and financial condition are influenced by various factors impacting the
industries in which we operate. These factors include macroeconomic conditions, regulatory developments, and
market competition.
In addition to these general factors, our results of operations are affected by the following specific factors:
Market Demand
As we possess a leading position in the high-speed data communication and electrical power transmission
industry, the robust growth in the various key markets, such as heat-shrinkable materials, data communication
cables and DC charging guns, drives demand for our solutions. Therefore, shifts in the growth trends of these
markets could affect customer demand for our products and materially affect our results of operations.
According to F&S, among these markets,
• The global high-speed copper cable market expanded from RMB0.4 billion in 2020 to RMB1.2 billion
in 2024, reflecting a CAGR of 30.4%. It is projected to grow further from RMB1.9 billion in 2025 to
RMB4.9 billion by 2029 at a CAGR of 26.9%.
• For the heat-shrinkable materials industry, its global market grew at a CAGR of 5.7% from
RMB10.1 billion in 2020 to RMB12.6 billion in 2024, and is expected to grow at a CAGR of 5.4%
from 2025 to RMB16.5 billion in 2029. Its market size in China increased at a CAGR of 7.7% from
RMB2.7 billion in 2020 to RMB3.6 billion in 2024, and is expected to increase at a CAGR of 7.2% to
RMB5.1 billion by 2029.
• The market size of China’s DC charging gun industry increased from RMB0.2 billion in 2020 to
RMB1.2 billion in 2024 at a CAGR of 58.6%, and is expected to reach RMB4.1 billion in 2029 at a
CAGR of 24.7% from 2025.
Our main products play a key role in these growing sectors. Changes in market dynamics, such as increased
competition or reduced demand, could adversely impact our business performance.
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FINANCIAL INFORMATION
R&D Capabilities and Operational Efficiency
Our ability to deliver innovative, high-performance solutions tailored to customer needs is critical to
sustaining our competitive advantage and achieving long-term growth. We have strategically invested in R&D to
advance technologies for data communication and power transmission, focusing on areas such as high-speed
copper cables, liquid-cooled charging guns, and high-voltage cable accessories. Our R&D efforts are also closely
integrated with our customers to ensure alignment with their current and future needs. Such endeavors not only
strengthen customer relationships but also create high switching costs, as customers rely on our customized
solutions.
To support our innovation efforts, we have established comprehensive R&D facilities, including UL-
certified laboratories, and formed partnerships with leading academic institutions. As of September 30, 2025, we
had a dedicated R&D team of over 880 members, representing 10.3% of our total workforce. In 2022, 2023, 2024
and the nine months ended September 30, 2025, our research and development expenses amounted to
RMB305.8 million, RMB310.0 million, RMB348.7 million and RMB325.7 million, respectively, making up
5.7%, 5.4%, 5.0% and 5.4% of our revenue in the same years/periods, respectively.
In addition to R&D, our operational efficiency plays a key role in optimizing costs and enhancing
profitability. Through the adoption of advanced manufacturing technologies, such as automated production lines,
robotics, and IoT solutions, we have achieved significant improvements in production quality and cost-
effectiveness. For instance, our proprietary MES system enables real-time monitoring of production processes,
ensuring consistent product quality and operational efficiency, helping us control our costs without
compromising on quality.
Product Mix
Our financial performance is influenced by the mix of products we sell, as unit prices and average selling
prices vary across and even within our businesses and product lines. For example, for telecoms cable products in
our electronic communications business, the average selling price for medical-grade cables, can be significantly
higher than those for consumer electronics cables, reflecting the difference in the complexity of their R&D and
manufacturing processes. See “Business—Our Business—Electronic Communications Business—Telecoms
Cable Products.” Even for the same product series, the average selling price may also have significant variance.
See “Business—Our Business—Electrical Power Transmission Product Business—Electrical cable accessories
products.”
Given the rapid development and robust growth in the downstream markets, such dynamic customer
demands will influence each of our products’ sales volume and change the product mix, requiring our agile
response. Therefore, we have been constantly monitoring and evaluating our product mix and dynamically
adjusting the same to not just increase our profitability but also optimally position us to fulfill anticipated
customer demands.
Raw Material Costs
The raw materials for our key products primarily include EVA (ethylene-vinyl acetate, a key polymer used
in the production of heat-shrinkable materials), copper, and rubber. Fluctuations in the prices of these raw
materials directly affect our production costs and product pricing, which in turn has a significant impact on our
operations. For example, according to F&S,
• The global EVA price increased from RMB12.9 thousand per metric ton in 2020 to RMB22.2 thousand
per metric ton in 2022, before decreasing to RMB11.3 thousand per metric ton in 2024;
• The global copper price increased from RMB42.6 thousand per metric ton in 2020 to RMB66.0
thousand per metric ton in 2024; and
• The global rubber price increased from RMB12.0 thousand per metric ton in 2020 to RMB15.7
thousand per metric ton in 2024.
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FINANCIAL INFORMATION
In view of such fluctuation, we consider market benchmarks for relevant raw materials, such as those
published on the relevant industry association websites, e.g., Shanghai Futures Exchange, in sourcing raw
materials and in determining the pricing of our products. To mitigate the impact of price fluctuations, we
implement cost-control measures, such as strategic sourcing, bulk purchasing, and dynamic pricing mechanisms,
which help us maintain competitiveness and preserve margins.
In addition, our vertically integrated business model enables us to capture value at multiple stages of
production, optimize costs, and maintain supply chain stability, as we can benefit from the entire value chain,
from product development to production. For instance, our manufacturing bases allow us to process raw
materials across these locations, maintain high production efficiency, and ensure timely delivery.
Furthermore, our integrated operation also provides us with the flexibility to respond to changing market
conditions, as different products require different raw material profile. For example, as our telecoms cable
products and electronic material products achieve comprehensive coverage of electronic communications, we
have been able to also benefit from the growth in electrical power transmission through our corresponding
solutions, such as NEV power transmission products, electrical cable accessories products and wind power
business.
BASIS OF PRESENTATION
Our historical financial information has been prepared in accordance with IFRS Accounting Standards,
which comprise all standards and interpretations approved by the International Accounting Standards Board (the
“IASB”). All IFRS Accounting Standards effective for the accounting period commencing from January 1, 2025,
together with the relevant transitional provisions, have been early adopted by us in the preparation of the
historical financial information throughout the Track Record Period.
The preparation of the historical financial information in conformity with IFRS Accounting Standards
requires the use of certain material accounting estimates. It also requires management to exercise its judgment in
the process of applying our 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 5 to the Accountants’ Report included in Appendix I to this prospectus.
MATERIAL ACCOUNTING POLICIES AND ESTIMATES
Note 4 to “Appendix I — Accountants’ Report” to this prospectus sets forth certain material accounting
policy information, which are important for understanding our financial conditions and results of operations.
Some of our accounting policies require us to apply estimates and assumptions as well as complex
judgments relating to accounting items. The estimates and assumptions we use and the judgments we make in
applying our accounting policies have a significant impact on our financial position and results of operations.
Our management continually evaluates such estimates, assumptions and judgments based on past experiences
and other factors, including industry practices and expectations of future events that are believed to be reasonable
under the circumstances. There has not been any material deviation between our management’s estimates or
assumptions and actual results, and we have not made any material changes to these estimates or assumptions
during the Track Record Period. We do not expect any material changes in these estimates and assumptions in
the foreseeable future.
Revenue Recognition
Revenue from sales of goods
We sell telecoms cables, electronic materials products, NEV power transmission products and electrical
cable accessories products directly to customers in accordance with the contracts entered into with the customers.
Revenue is recognized when control of the products has been transferred to the customer, at the point the goods
are delivered to the customer. Delivery occurs when the products have been accepted by the customer. The
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FINANCIAL INFORMATION
typical credit term is within 90 days effective from the date when the goods are accepted by the customers. When
the customer pays in advance for the orders, the transaction price received by us is recognized as a contract
liability until the goods have been delivered to the customer.
Revenue from sales of wind power
Revenue from the sales of wind power represents the amount of tariffs billed for electricity generated and
transmitted to the respective power companies. Revenue is recognized when the electricity is transmitted as the
consideration becomes unconditional at this point in time.
Others
Revenue from provision of the implementation services of MOM and MES
We recognizes revenue from the services rendered for software implementation over time, using an input
method to measure progress towards complete satisfaction of the service, because our performance creates or
enhances an asset that the customer controls as the asset is created or enhanced and the customer simultaneously
receives and consumes the benefits provided by us. The input method recognizes revenue based on the proportion
of the actual costs incurred relative to the estimated total costs for satisfaction of the services.
Property, plant and equipment
Property, plant and equipment are tangible assets that are held for use in the production or supply of goods
or services, or for administrative purposes other than assets under construction as described below. Property,
plant and equipment are stated in the consolidated statements of financial position at cost less subsequent
accumulated depreciation and subsequent accumulated impairment losses, if any.
Assets in the course of construction for production, supply or administrative purposes are carried at cost,
less any recognized impairment loss. Costs include any costs directly attributable to bringing the asset to the
location and condition necessary for it to be capable of operating in the manner intended by management,
including costs of testing whether the related assets in functioning properly and, for qualifying assets, borrowing
costs capitalized in accordance with our accounting policy. Depreciation of these assets, on the same basis as
other property assets, commences when the assets are ready for their intended use.
When we make payments for ownership interests of properties which includes both leasehold land and
building elements, the entire consideration is allocated between the leasehold land and the building elements in
proportion to the relative fair values at initial recognition. To the extent the allocation of the relevant payments
can be made reliably, interest in leasehold land is presented as ‘‘right-of-use assets’’ in the consolidated
statement of financial position. When the consideration cannot be allocated reliably between non-lease building
element and undivided interest in the underlying leasehold land, the entire properties are classified as property,
plant and equipment.
Depreciation is recognized so as to write off the cost of assets other than assets under installation less their
residual values over their estimated useful lives, using the straight-line method, as follows:
Buildings ............................................................. 2 0–4 0 years
Plant and machinery ..................................................... 3–1 0 years
Motor vehicles ......................................................... 3–1 0 years
Electricity generation and related equipment ................................. 2 0 years
Leasehold improvements ................................................. 2–5 years
The estimated useful lives, residual values and depreciation method are reviewed at the end of each
reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
We transfer a property to investment property when its use has changed as evidenced by the end of
owner-occupation.
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FINANCIAL INFORMATION
An item of property and equipment is derecognized upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an
item of property and equipment is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognized in profit or loss.
Impairment on property, plant and equipment, right-of-use assets, intangible assets other than goodwill
and investment properties
At the end of the reporting period, we review the carrying amounts of its property, plant and equipment,
right-of-use assets, intangible assets with finite useful and investment properties to determine whether there is
any indication that these assets have suffered an impairment loss. If any such indication exists, the recoverable
amount of the relevant asset is estimated in order to determine the extent of the impairment loss (if any).
The recoverable amount of property, plant and equipment, right-of-use assets, intangible assets and
investment properties are estimated individually. When it is not possible to estimate the recoverable amount
individually, we estimate the recoverable amount of the cash- generating unit to which the asset belongs.
In testing a cash-generating unit for impairment, corporate assets are allocated to the relevant cash-
generating unit when a reasonable and consistent basis of allocation can be established, or otherwise they are
allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can
be established. The recoverable amount is determined for the cash-generating unit or group of cash-generating
units to which the corporate asset belongs, and is compared with the carrying amount of the relevant cash-
generating unit or group of cash-generating units.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in
use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset (or a cash-
generating unit) for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. For
corporate assets or portion of corporate assets which cannot be allocated on a reasonable and consistent basis to a
cash-generating unit, the Group compares the carrying amount of a group of cash- generating units, including the
carrying amounts of the corporate assets or portion of corporate assets allocated to that group of cash- generating
units, with the recoverable amount of the group of cash-generating units. In allocating the impairment loss, the
impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the
other assets on a pro-rata basis based on the carrying amount of each asset in the unit or the group of cash-
generating units. The carrying amount of an asset is not reduced below the highest of its fair value less costs of
disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that
would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the group
of cash-generating units. An impairment loss is recognized immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit
or a group of cash-generating units) is increased to the revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognized for the asset (or a cash-generating unit or a group of cash- generating units) in
prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
Financial instruments
Financial assets and financial liabilities are recognized when a group entity becomes a party to the
contractual provisions of the instrument. All regular way purchases or sales of financial assets are recognized and
derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that
require delivery of assets within the time frame established by regulation or convention in the market place.
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Financial assets and financial liabilities are initially measured at fair value except for trade and bills
receivables and contract assets arising from contracts with customers which are initially measured in accordance
with IFRS 15 ‘‘Revenue from Contracts with Customers” (“ IFRS 15 ”). Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets at fair
value through profit or loss (“ FVTPL”)) are added to or deducted from the fair value of the financial assets or
financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition
of financial assets at FVTPL are recognized immediately in profit or loss.
The effective interest method is a method of calculating the amortized cost of a financial asset or financial
liability and of allocating interest income and interest expense over the relevant period. The effective interest rate
is the rate that exactly discounts estimated future cash receipts and payments (including all fees and points paid
or received that form an integral part of the effective interest rate, transaction costs and other premiums or
discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter
period, to the net carrying amount on initial recognition.
Financial assets
Classification and subsequent measurement of financial assets
Financial assets that meet the following conditions are subsequently measured at amortized cost:
• the financial asset is held within a business model whose objective is to collect contractual cash flows; and
• the contractual terms give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
Financial assets that meet the following conditions are subsequently measured at fair value through other
comprehensive income:
• the financial asset is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling the financial assets; and
• the contractual terms give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
All other financial assets are subsequently measured at FVTPL except that at initial recognition of a
financial asset we may irrevocably elect to present subsequent changes in fair value of an equity investment in
other comprehensive income if that equity investment is neither held for trading nor contingent consideration
recognized by an acquirer in a business combination to which IFRS 3 “Business Combinations” applies.
Amortized cost and interest income
Interest income is recognized using the effective interest method for financial assets measured subsequently at
amortized cost. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a
financial asset, except for financial assets that have subsequently become credit-impaired. For financial assets that have
subsequently become credit-impaired, interest income is recognized by applying the effective interest rate to the
amortized cost of the financial asset from the next reporting period. If the credit risk on the credit-impaired financial
instrument improves so that the financial asset is no longer credit-impaired, interest income is recognized by applying
the effective interest rate to the gross carrying amount of the financial asset from the beginning of the reporting period
following the determination that the asset is no longer credit-impaired.
Financial assets at FVTPL
Financial assets that do not meet the criteria for being measured at amortized cost or fair value through other
comprehensive income (“ FVTOCI”) or designated as FVTOCI are measured at FVTPL.
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Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value
gains or losses recognized in profit or loss. The net gain or loss recognized in profit or loss excludes any dividend
or interest earned on the financial asset and is included in the “other income, gains and losses” line item.
Equity instruments designated as at FVTOCI
Investments in equity instruments at FVTOCI on initial recognition are subsequently measured at fair value
with gains and losses arising from changes in fair value recognized in other comprehensive income and
accumulated in the fair value reserve; and are not subject to impairment assessment. The cumulative gain or loss
will not be reclassified to profit or loss on disposal of the equity investments, and will continue to be held in the
fair value reserve.
Dividends from these investments in equity instruments are recognized in profit or loss when our right to
receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the
investment. Dividends are included in the “other income, gains and losses” line item in profit or loss.
Impairment of financial assets subject to impairment assessment under IFRS 9 “Financial Instruments”
(“IFRS 9”)
We performs impairment assessment under expected credit loss (“ ECL”) model on financial assets
(including trade and bills receivables, other receivables, restricted and pledged bank deposits and bank balances
and cash), and contract assets which are subject to impairment assessment under IFRS 9. The amount of ECL is
updated at each reporting date to reflect changes in credit risk since initial recognition.
Lifetime ECL represents the ECL that will result from all possible default events over the expected life of
the relevant instrument. In contrast, 12-month ECL (“ 12m ECL ”) represents the portion of lifetime ECL that is
expected to result from default events that are possible within 12 months after the reporting date. Assessments
are done based on our historical credit loss experience, adjusted for factors that are specific to the debtors,
general economic conditions and an assessment of both the current conditions at the reporting date as well as the
forecast of future conditions.
We always recognizes lifetime ECL for trade and bills receivables and contract assets. The ECL on these
assets are assessed individually.
For all other instruments, we measure the loss allowance equal to 12m ECL, unless there has been a
significant increase in credit risk since initial recognition, in which case we recognize lifetime ECL. The
assessment of whether lifetime ECL should be recognized is based on significant increases in the likelihood or
risk of a default occurring since initial recognition.
Significant increase in credit risk
In assessing whether the credit risk has increased significantly since initial recognition, we compare the risk
of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on
the financial instrument as at the date of initial recognition. In making this assessment, we consider both
quantitative and qualitative information that is reasonable and supportable, including historical experience and
forward-looking information that is available without undue cost or effort.
In particular, the following information is taken into account when assessing whether credit risk has
increased significantly:
• an actual or expected significant deterioration in the financial instrument’s external (if available) or
internal credit rating;
• significant deterioration in external market indicators of credit risk, e.g. a significant increase in the
credit spread, the credit default swap prices for the debtor;
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• existing or forecast adverse changes in business, financial or economic conditions that are expected to
cause a significant decrease in the debtor’s ability to meet its debt obligations;
• an actual or expected significant deterioration in the operating results of the debtor;
• an actual or expected significant adverse change in the regulatory, economic, or technological
environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt
obligations.
Irrespective of the outcome of the above assessment, we presume that the credit risk has increased
significantly since initial recognition when contractual payments are more than 30 days past due, unless we have
reasonable and supportable information that demonstrates otherwise.
We regularly monitor the effectiveness of the criteria used to identify whether there has been a significant
increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying
significant increase in credit risk before the amount become past due.
Definition of default
For internal credit risk management, we consider an event of default occurs when information developed
internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including us,
in full (without taking into account any collaterals held by us).
Irrespective of the above, we consider that default has occurred when a financial asset is more than 1 year
past due unless we have reasonable and supportable information to demonstrate that a more lagging default
criterion is more appropriate.
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated
future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes
observable data about the following events:
(a) significant financial difficulty of the issuer or the borrower;
(b) a breach of contract, such as a default or past due event;
(c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial
difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise
consider; or
(d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganization.
Write-off policy
We write off a financial asset when there is information indicating that the counterparty is in severe
financial difficulty and there is no realistic prospect of recovery, for example, when the counterparty has been
placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be
subject to enforcement activities under our recovery procedures, taking into account legal advice where
appropriate. A write-off constitutes a derecognition event. Any subsequent recoveries are recognized in profit or
loss.
Measurement and recognition of ECL
The measurement of ECL is a function of the probability of default, loss given default (i.e. the magnitude of
the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss
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given default is based on historical data and forward-looking information. Estimation of ECL reflects an
unbiased and probability-weighted amount that is determined with the respective risks of default occurring as the
weights. We use a practical expedient in estimating ECL on trade and bills receivables and contract assets using a
provision matrix taking into consideration historical credit loss experience, adjusted for forward looking
information that is available without undue cost or effort.
Generally, the ECL is the difference between all contractual cash flows that are due to us in accordance with
the contract and the cash flows that we expect to receive, discounted at the effective interest rate determined at
initial recognition.
Lifetime ECL for certain trade and bills receivables and contract assets are considered on a collective basis
taking into consideration past due information and relevant credit information such as forward looking
macroeconomic information.
For collective assessment, we take into consideration the following characteristics when formulating the
grouping:
• past-due status;
• nature, size and industry of debtors; and
• external credit ratings where available.
The grouping is regularly reviewed by management to ensure the constituents of each group continue to
share similar credit risk characteristics.
We measure ECL for the remaining trade and bills receivables and contract assets on an individual basis.
Interest income is calculated based on the gross carrying amount of the financial asset unless the financial
asset is credit-impaired, in which case interest income is calculated based on amortized cost of the financial asset.
We recognize an impairment gain or loss in profit or loss for all financial instruments by adjusting their
carrying amount, with the exception of trade and bills receivables, contract assets and other receivables where the
corresponding adjustment is recognized through a loss allowance account.
Foreign exchange gains and losses
The carrying amount of financial assets that are denominated in a foreign currency is determined in that
foreign currency and translated at the spot rate at the end of each reporting period. Specifically:
• For financial assets measured at amortized cost that are not part of a designated hedging relationship,
exchange differences are recognized in profit or loss in the ‘Other income, gains and losses’ line item
(note 7) as part of the net foreign exchange gains/ (losses);
• For financial assets measured at FVTPL that are not part of a designated hedging relationship,
exchange differences are recognized in profit or loss in the ‘Other income, gains and losses’ line item
as part of the gain/(loss) from changes in fair value of financial assets (note 7); and
• For equity instruments measured at FVTOCI, exchange differences are recognized in other
comprehensive income in the fair value reserve.
Derecognition of financial assets
We derecognize a financial asset only when the contractual rights to the cash flows from the asset expire, or
when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to
another entity.
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On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying
amount and the sum of the consideration received and receivable is recognized in profit or loss.
On derecognition of an investment in equity instrument which we have elected on initial recognition to
measure at FVTOCI, the cumulative gains or loss previously accumulated in the fair value reserve is not
reclassified to profit or loss, but is transferred to retained profits.
Material Accounting Judgments and Estimate
The following are the key assumptions concerning the future, and other key sources of estimation
uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year.
Estimated impairment of property, plant and equipment, right-of-use assets, intangible assets and investment
properties
Property, plant and equipment, right-of-use assets, intangible assets and investment properties are stated at
costs less accumulated depreciation/amortization and impairment, if any. In determining whether an asset is
impaired, we have to exercise judgment and make estimation, particularly in assessing: (1) whether an event has
occurred or any indicator that may affect the asset value; (2) whether the carrying value of an asset can be
supported by the recoverable amount, in the case of value in use, the net present value of future cash flows which
are estimated based upon the continued use of the asset; and (3) the appropriate key assumptions to be applied in
estimating the recoverable amounts including cash flow projections and an appropriate discount rate. When it is
not possible to estimate the recoverable amount of an individual asset (including right-of-use assets), we estimate
the recoverable amount of the cash generating unit to which the assets belongs, including allocation of corporate
assets when a reasonable and consistent basis of allocation can be established, otherwise recoverable amount is
determined at the smallest group of cash generating units, for which the relevant corporate assets have been
allocated. Changing the assumptions and estimates, including the discount rates or the growth rate in the cash
flow projections, could materially affect the recoverable amounts. Furthermore, the cash flows projections,
growth rate and discount rate are subject to greater uncertainties due to uncertainty on how the international
conflicts and tensions/volatility or disruptions in financial, foreign currency or commodity markets may progress
and evolve.
Estimated impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the recoverable amount of the cash-
generating units (or group of cash-generating units) to which goodwill has been allocated, which is the higher of
the value in use or fair value less costs of disposal. The value-in-use calculation requires us to estimate the future
cash flows expected to arise from the cash-generating unit (or group of cash-generating units) and a suitable
discount rate in order to calculate present value. Where the actual future cash flows are less than expected or
change in facts and circumstances which results in downward revision of future cash flows or upward revision of
discount rate, a material impairment loss/further impairment loss may arise. Furthermore, the estimated cash
flows and discount rate are subject to change due to ongoing uncertain macroeconomic and geopolitical
environment, which includes the persistent effects of climate changes, higher interest rates and inflation,
elections in major economies and international conflicts and tensions. The information about the impairment of
goodwill are disclosed in Note 17 to “Appendix I — Accountant’s Report”.
Provision of ECL for trade and other receivables and contract assets
Trade and other receivables and contract assets with significant balances and credit-impaired are assessed
for ECL individually. In addition, we uses practical expedient in estimating ECL on trade and bills receivables
and contract assets which are not assessed individually using a provision matrix. The provision rates are based on
aging of debtors as groupings of various debtors taking into consideration our historical default rates and
forward-looking information that is reasonable and supportable available without undue costs or effort. At every
reporting date, the historical observed default rates are reassessed and changes in the forward-looking
information are considered.
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The provision of ECL is sensitive to changes in estimates. The information about the ECL on our trade and
other receivables and contract assets are disclosed in Note 37(b) to “Appendix I — Accountants’ Report”.
Fair value measurement of financial instruments
As at December 31, 2022, 2023, 2024 and September 30, 2025, we had (i) unlisted equity investments
classified as equity instruments at FVTOCI, (ii) equity investments listed in National Equities Exchange and
Quotations (“ NEEQ”) classified as equity instruments at FVTOCI, and (iii) investments in wealth management
products classified as financial assets at FVTPL, which are measured at fair value with fair value being
determined based on significant unobservable inputs using valuation techniques. Judgment and estimation are
required in establishing the relevant valuation techniques and the relevant inputs thereof. Changes in assumptions
relating to these factors could result in material adjustments to the fair value of these instruments. See Note 37(d)
to “Appendix I — Accountants’ Report” for further disclosures.
Inventories
Net realizable value of inventories is the estimated selling price in the ordinary course of business, less
estimated costs of completion and costs necessary to make the sales. These estimates are based on the current
market condition and the historical experience of distributing and selling products of similar nature. It could
change significantly as a result of competitor actions in response to severe industry cycles or other changes in
market condition. The Group will reassess the estimations at each statement of financial position date.
DESCRIPTION OF SELECTED COMPONENTS OF CONSOLIDATED STATEMENTS OF PROFIT
OR LOSS
RESULTS OF OPERATIONS
Year Ended December 31, Nine Months ended September 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages)
(Unaudited)
Revenue ............ 5,336,649 100.0 5,718,841 100.0 6,920,102 100.0 4,815,515 100.0 6,076,678 100.0
Cost of sales ......... ( 3,724,687) (69.8) (3,930,200) (68.7) (4,809,739) (69.5) (3,320,800) (69.0) (4,198,941) (69.1)
Gross profit ......... 1,611,962 30.2 1,788,641 31.3 2,110,363 30.5 1,494,715 31.0 1,877,737 30.9
Other income, gains and
losses ............. 91,145 1.7 88,339 1.5 91,919 1.3 62,902 1.3 48,884 0.8
Selling expenses ...... ( 314,238) (5.9) (323,933) (5.7) (353,553) (5.1) (243,306) (5.1) (283,870) (4.7)
Administrative
expenses .......... ( 2 4 8,248) (4.7) (297,873) (5.2) (345,659) (5.0) (215,713) (4.5) (235,310) (3.9)
Research and
development
expenses .......... (305,808) (5.7) (309,962) (5.4) (348,694) (5.0) (243,104) (5.0) (325,688) (5.4)
Share of results of
associates ......... 6,060 0.1 9,877 0.2 9,807 0.1 9,288 0.2 4,164 0.1
Finance costs ......... (89,595) (1.7) (66,778) (1.2) (60,439) (0.9) (44,933) (0.9) (39,273) (0.6)
Impairment losses on
financial assets,
n e t ............... (23,922) (0.4) (15,434) (0.3) (29,881) (0.4) (7,504) (0.2) (9,922) (0.2)
Listing expense ....... — — — — — — — — (636) (0.0)
Profit before
taxation .......... 727,356 13.6 872,877 15.2 1,073,863 15.5 812,345 16.8 1,036,086 17.0
Income tax expense .... (67,109) (1.3) (115,150) (2.0) (153,360) (2.2) (103,102) (2.1) (152,783) (2.5)
Profit for the year .... 660,247 12.3 757,727 13.2 920,503 13.3 709,243 14.7 883,303 14.5
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Revenue
During the Track Record Period, we principally derived revenue from two businesses, namely:
• Electronic Communications Business , including
O Telecoms cable products : primarily high-speed copper cables, automobile data communications
cables, and industrial automation equipment and robot cables.
O Electronic material products : primarily single-wall tubings, dual-wall tubings, tapes, and
heat-shrinkable busbar insulation tubings.
• Electrical Power Transmission Product Business , including
O NEV power transmission products : primarily DC charging guns for NEVs, high-voltage cables,
high-voltage connectors, and AC and DC charging socket.
O Electrical cable accessories products : primarily nuclear-grade heat-shrinkable cable accessory,
high-voltage cable accessory, and cold-shrinkable and heat-shrinkable cable accessory.
• Other Business, including
O Wind power business : primarily electricity from wind power stations.
O Others: primarily provision of implementation services of MOM and MES platforms.
See “Business – Our Business” of this prospectus for further details.
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Revenue by Product and Business Line
The table below sets forth the breakdown of our revenue by product and business line for the years/periods
indicated:
Year Ended December 31, Nine Months ended September 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages)
(Unaudited)
Electronic
Communications
Business
Telecoms cable
products ....... 1,362,366 25.5 1,164,501 20.4 1,702,272 24.6 1,196,963 24.8 1,894,591 31.2
Electronic material
products ....... 2,104,868 39.5 2,198,264 38.4 2,599,375 37.6 1,839,163 38.2 2,043,908 33.6
Subtotal ............. 3,467,234 65.0 3,362,765 58.8 4,301,647 62.2 3,036,126 63.0 3,938,499 64.8
Electrical Power
Transmission
Product Business
NEV power
transmission
products ....... 823,878 15.4 1,082,420 18.9 1,381,421 20.0 917,071 19.1 1,159,471 19.1
Electrical cable
accessories
products ....... 781,147 14.6 953,522 16.7 926,973 13.4 631,904 13.1 741,032 12.2
Subtotal ............. 1,605,025 30.0 2,035,942 35.6 2,308,394 33.4 1,548,975 32.2 1,900,503 31.3
Other Business
Wind power
business ....... 146,768 2.8 158,713 2.8 151,724 2.2 116,470 2.4 101,154 1.7
Others* .......... 117,622 2.2 161,421 2.8 158,337 2.2 113,944 2.4 136,522 2.2
Subtotal ............. 264,390 5.0 320,134 5.6 310,061 4.4 230,414 4.8 237,676 3.9
Total ................ 5,336,649 100.0 5,718,841 100.0 6,920,102 100.0 4,815,515 100.0 6,076,678 100.0
Note:
* Others mainly include revenue from provision of implementation services of MOM and MES platforms.
During the Track Record Period, our revenue was primarily influenced by the following factors:
• Telecoms cable products : The revenue generated from this product line decreased from 2022 to 2023,
primarily because of the decrease in its sales volume, as we, having identified evolving market trend,
proactively adjusted our product mix to focus on premium products that we believe have strong growth
potential in emerging application scenarios and pivoted away from the production and sale of other
products. From 2023 to 2024, our revenue from this product line increased primarily driven by the
success in our product mix adjustment, where we increased the sales of premium products, e.g., high-
speed copper cables. The revenue generated from this product line increased from the nine month
ended September 30, 2024 to the nine month ended September 30, 2025, primarily due to the growth in
sales of our signature products, such as high-speed cobber cables and automotive communication
cables. This growth is attributed to the advancements in interconnection technology driven by
developments in artificial intelligence and high-performance computing, which have led to increased
demand for our products.
• Electronic material products : Revenue growth of this product line throughout the Track Record
Period was primarily driven by the increase in its sales volume, which in turn results from strong
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FINANCIAL INFORMATION
demand from customers in the automotive, electronics, and medical industries, e.g., dual-wall tubing
used in NEV and medical equipment.
• NEV power transmission products : Revenue growth of this product line throughout the Track Record
Period was attributable to increase in customer demand, which was in turn primarily driven by the
rapid expansion of charging infrastructure that gave rise to an increase in the sales volume of key
products, including charging guns.
• Electrical cable accessories products : Revenue from this product line grew from 2022 to 2023 and
decreased from 2023 to 2024, which was in line with the fluctuation in sales volume, reflecting
changing market demand arising from grid and station construction. Revenue from this product line
further increased from the nine months ended September 30, 2024 to the nine months ended
September 30, 2025, primarily due to the increased market demand for our products, supported by
national policies.
• Wind power business : Revenue from this business line remained stable, contributing 2.8%, 2.8%,
2.2%, 2.4% and 1.7% of total revenue in each year and period during the Track Record Period. This
reflects steady wind electricity generation.
During the Track Record Period, the sales volume of our products was primarily influenced by:
• Demand in Key End Markets , including growth in application scenarios such as computing centers,
NEVs, cloud computing, power and charging infrastructure. These trends directly increased orders for
our products, such as high-speed copper cables, dual wall tubing, and cable accessories.
• Regulatory and Policy Support , notably China’s emphasis on alternative energy and technological
self-reliance under the 14th Five-Year Plan, which spurred investments in charging infrastructure,
smart grid systems, and wind power.
• Production Capacity , underpinned by our manufacturing bases both in and outside China and
optimization of manufacturing processes. This enabled efficient large-scale production that allows us to
meet the growing customer demand of our premium products, such as high-speed copper cables.
The average selling price of our products was shaped by:
• Raw Material Cost Volatility , particularly fluctuation in EVA, copper and rubber prices, which
necessitated pricing adjustments in response to or in anticipation of such fluctuation.
• Product Mix Optimization , with premium products such as 224G single-channel high-speed copper
cables and 800A liquid-cooled charging guns featuring high average selling prices.
• Technology-Driven Differentiation , including proprietary formulations (e.g., flame-retardant
medical-grade polymers) and internationally recognized certifications (e.g., UL, TÜV), which justified
price resilience in competitive markets.
For the sales volume and selling price of our products during the Track Record Period, please see “Business —
Our Business.”
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Revenue by Geographical Location
Geographical location is solely based on the places of registration of our direct customers, which may not
align with the delivery destinations or end markets of our products for the years/periods indicated. The table
below sets forth the breakdown of our revenue by geographical location for the years/periods indicated:
Year Ended December 31, Nine Months ended September 30,
2022 2023 2024 2024 2025
(RMB) % (RMB) % (RMB) % (RMB) % (RMB) %
(in thousands, except for percentages)
(Unaudited)
Chinese mainland ........... 4,688,295 87.9 4,990,212 87.3 6,108,050 88.3 4,258,989 88.4 5,326,830 87.7
Outside Chinese mainland
Asia .................. 338,579 6.3 399,395 7.0 434,835 6.3 329,241 6.8 411,050 6.7
Vietnam ........... 64,779 1.2 66,607 1.2 117,992 1.7 71,418 1.5 96,894 1.6
India .............. 66,586 1.2 94,417 1.7 104,975 1.5 77,907 1.6 106,317 1.7
Singapore .......... 66,412 1.2 55,284 1.0 56,907 0.8 40,359 0.8 47,862 0.8
Others ............. 140,802 2.7 183,087 3.1 154,961 2.3 139,557 2.9 159,977 2.6
EU ................... 119,835 2.2 135,756 2.4 145,177 2.1 93,653 2.0 111,837 1.9
Spain ............. 18,352 0.3 28,222 0.5 26,835 0.4 14,345 0.3 18,764 0.3
UK ............... 9,410 0.2 15,643 0.3 15,113 0.2 11,546 0.2 17,942 0.3
Germany ........... 19,629 0.4 19,748 0.3 17,253 0.2 13,262 0.3 16,350 0.3
Others ............. 72,444 1.3 72,143 1.3 85,976 1.3 54,500 1.2 58,781 1.0
U.S. .................. 117,005 2.2 114,360 2.0 143,701 2.1 75,565 1.6 169,516 2.8
Others ................. 72,935 1.4 79,118 1.3 88,339 1.2 58,067 1.2 57,445 0.9
Subtotal ................... 648,354 12.1 728,629 12.7 812,052 11.7 556,526 11.6 749,848 12.3
Total ..................... 5,336,649 100.0 5,718,841 100.0 6,920,102 100.0 4,815,515 100.0 6,076,678 100.0
During the Track Record Period, we derived the largest share of our revenue from Chinese mainland,
particularly Southern and Eastern China. Such significant revenue contribution was primarily driven by demand
in the automotive, robotics and electronics manufacturing sectors and power infrastructure projects.
For the market outside Chinese mainland, revenue grew in tandem with our total revenue and therefore
contributed to a steady portion of our total revenue. Revenue growth during the Track Record Period was
primarily attributable to the increase in the sale of electronic materials products in key markets, including India,
U.S., Singapore and Vietnam.
Transfer Pricing Arrangement
We carry out intra-Group transactions among our subsidiaries in the PRC and overseas. We have engaged
transfer pricing advisors to perform transfer pricing review on our cross-border intra-Group transactions during
the Track Record Period to conduct benchmarking studies on the intra-Group transactions and ensure compliance
with the relevant transfer pricing regulations and guidelines. To the best knowledge of our Directors, our
Directors are of the view that we complied with the relevant transfer pricing regulations and guidelines during
the Track Record Period and up to the Latest Practicable Date.
Cost of Sales
Our cost of sales primarily consists of: (i) raw material costs, primarily including the cost of EVA, which is
a key raw material for our electronic materials products for cross-linked polymers), copper materials, which is
critical for NEV power transmission products and telecoms cables, and auxiliary chemicals such as flame-
retardant additives and crosslinking agents; (ii) labor costs, associated with production personnel across our
manufacturing bases, (iii) overheads, comprising utilities, repair and maintenance fees and leasing expenses, (iv)
depreciation and amortization costs primarily associated with our production plants and machinery and (v) other
costs, primarily taxes and transportation costs.
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The table below sets forth the breakdown of our cost of sales by nature for the years/periods indicated:
Year Ended December 31, Nine Months ended September 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in thousands, except for percentages)
(Unaudited)
Raw materials ............... 2,778,208 74.6 2,865,565 72.9 3,493,149 72.6 2,399,694 72.3 3,025,118 72.1
Resins, plastics and rubber
materials ............... 1,172,435 31.5 1,135,025 28.9 1,303,037 27.1 878,760 26.5 1,072,770 25.5
Copper .................. 817,884 22.0 929,820 23.7 1,159,914 24.1 823,897 24.8 1,107,001 26.4
Other(1) .................. 787,889 21.1 800,720 20.3 1,030,198 21.4 697,037 21.0 845,347 20.2
Direct labor ................ 442,476 11.9 475,895 12.1 627,589 13.0 430,198 13.0 569,441 13.6
Overheads ................. 147,442 4.0 166,347 4.2 194,670 4.1 147,475 4.4 168,724 4.1
Depreciation and
amortization .............. 96,474 2.5 112,596 2.9 119,070 2.5 76,427 2.3 103,800 2.5
Others(2) ................... 260,087 7.0 309,797 7.9 375,261 7.8 267,006 8.0 331,858 7.7
Total ..................... 3,724,687 100.0 3,930,200 100.0 4,809,739 100.0 3,320,800 100.0 4,198,941 100.0
Note:
(1) primarily include other metal accessories, packaging materials, auxiliary materials and hardware products.
(2) primarily include taxes, logistics costs, outsourcing processing fees, impairment losses for inventories and other miscellaneous costs.
The table below sets out cost breakdown by business segments for the years/periods indicated.
Years ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(RMB in thousands, except for percentage)
(Unaudited)
Cost of Sales
Electronic Communications
Business
Telecoms cable products
High-speed copper cables
.................... 57,742 1.6 59,759 1.5 170,875 3.6 110,671 3.4 407,152 9.7
Consumer electronics and
industrial cable products
.................... 1,044,725 28.0 931,255 23.7 1,252,596 26.0 887,990 26.7 1,087,490 25.9
Subtotal ............... 1,102,467 29.6 991,014 25.2 1,423,471 29.6 998,661 30.1 1,494,642 35.6
Electronic material
products ............... 1,418,713 38.1 1,410,951 36.0 1,584,253 33.0 1,187,579 35.8 1,231,844 29.3
Electrical Power Transmission
Product Business
NEV power transmission
products
NEV charging products . . . 403,399 10.8 551,475 14.0 710,148 14.8 442,150 13.3 650,298 15.5
Power battery safety
protection products .... 180,286 4.9 244,562 6.3 350,066 7.2 246,625 7.4 259,286 6.2
Subtotal ............... 583,685 15.7 796,037 20.3 1,060,214 22.0 688,775 20.7 909,584 21.7
Electrical cable accessories
products ............... 481,186 12.9 559,975 14.2 584,692 12.2 369,520 11.1 471,293 11.2
Subtotal ................... 1,064,871 28.6 1,356,012 34.5 1,644,906 34.2 1,058,295 31.8 1,380,877 32.9
Other Business
Wind Power business ..... 48,500 1.3 48,780 1.2 49,971 1.0 37,155 1.1 39,027 0.9
Others ................. 90,136 2.4 123,443 3.1 107,138 2.2 39,110 1.2 52,551 1.3
Subtotal ................... 138,636 3.7 172,223 4.3 157,109 3.2 76,265 2.3 91,578 2.2
Total ..................... 3,724,687 100.0 3,930,200 100.0 4,809,739 100.0 3,320,800 100.0 4,198,941 100.0
During the Track Record Period, cost of raw material was the largest component of our cost of sales,
accounting for over 70% in each year and period. To mitigate the impact of raw material price fluctuations on our
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cost of sales, we adopted strategic procurement practices and establish long-term supplier agreements during the
Track Record Period. For details, see “Business – Raw Material Procurement”. By fostering stable and long-term
relationships with raw materials suppliers, we were able to negotiate favorable terms that allow us to obtain
essential materials at competitive prices, even amidst fluctuations in the raw material market. The continuous
increase in our cost of sales during the Track Record Period was primarily due to the increased sales volume of
our products. Our cost of labor, overheads and depreciation and amortization as a percentage of our total cost of
sales remained relatively stable during the Track Record Period.
For illustrative purposes only, assuming that all other factors affecting our financial performance remain
constant (including assuming that material price fluctuations cannot be passed on to customers), the sensitivity
analysis of the impact of fluctuations in the average price of raw materials being 1% and 5% (the actual average
fluctuation may be smaller as we use various types of materials in our production) on our profit before income
tax during the Track Record Period is as follows:
Year Ended December 31,
Nine Months ended
September 30,
2022 2023 2024 2024 2025
(in RMB in thousands)
(Unaudited)
Fluctuations in the average price of direct materials
-/+1% .... ...................................... 27,782 28,656 34,931 23,997 30,251
-/+5% .... ...................................... 138,910 143,278 174,657 119,985 151,256
The average price fluctuations of raw materials illustrated above only account for variations in a single
factor, whereas our operating performance is influenced by numerous factors. For details on our measures to
address material price fluctuations and supply risks, please see “Business—Raw Material Procurement”.
Gross Profit and Gross Profit Margin
The table below sets forth the breakdown of our gross profit and gross profit margin by product and
business line for the years/periods indicated:
Year Ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Gross
Profit
Gross
Profit
Margin Gross Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin Gross Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
RMB % RMB % RMB % RMB %
(in RMB in thousands, except for percentages)
(Unaudited)
Electronic Communications
Business
Telecoms cable product ..... 259,899 19.1 173,487 14.9 278,801 16.4 198,302 16.6 399,949 21.1
Electronic material
products ............... 686,155 32.6 787,313 35.8 1,015,122 39.1 651,584 35.4 812,064 39.7
Electrical power transmission
product business
NEV power transmission
products ............... 240,193 29.2 286,383 26.5 321,207 23.3 228,296 24.9 249,887 21.6
Electrical cable accessories
products ............... 299,961 38.4 393,547 41.3 342,281 36.9 262,384 41.5 269,739 36.4
Other Business
Winder power business ..... 98,268 67.0 109,933 69.3 101,753 67.1 79,315 68.1 62,127 61.4
Others* .................. 27,486 23.4 37,978 23.5 51,199 32.3 74,834 65.7 83,971 61.5
Total ....................... 1,611,962 30.2 1,788,641 31.3 2,110,363 30.5 1,494,715 31.0 1,877,737 30.9
Note:
* Others mainly include gross profit and gross profit margin from provision of implementation services of MOM and MES platforms.
During the Track Record Period, our gross profit showed continuous growth, and our gross profit margin
remained relatively stable. The gross profit margin was primarily influenced by (i) improving unit economics
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attributable to our continuous R&D, increase in automation and operating efficiency, (ii) product mix
optimization, and (iii) raw material price trends.
During the Track Record Period, raw material costs for EVA and copper remained in fluctuation. EVA price
decreased from RMB22.2 thousand per metric ton in 2022 to RMB9.9 thousand per metric ton in the nine months
ended September 30, 2025, whereas copper price increased from RMB59.2 thousand per metric ton in 2022 to
RMB89.2 thousand per metric ton in the nine months ended September 30, 2025. While price decreases may
improve our margin, price increases may adversely affect our margin. As such, to protect our margin against
price increases, we have adopted strategic procurement practices and long-term supplier agreements, which
helped mitigate upward price pressures. For details, please see “Business — Our Suppliers — Raw Material
Procurement” in this Prospectus.
Other Income, Gains and Losses
Our other income and gains primarily include (i) government grants, mainly representing incentives
received from governments, including non-recurring grants such as tax refunds, operating subsidies and various
industry-specific subsidies to reward our effort in technological innovation, on which no unfulfilled condition
was recognized, (ii) additional VAT deductible, representing the amount that the tax authority allows advanced
manufacturing enterprises to deduct an additional 5% of their deductible input VAT payables, (iii) interest
income from our deposits in banks, and (iv) net exchange gains.
Year ended December 31, Nine Months ended September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Other income
Government grants ....................... 57,635 40,997 30,814 19,033 18,618
Additional VAT deductible ................. – 16,200 28,826 19,218 15,967
Interest income ........................... 7,781 12,368 16,747 9,137 6,417
Gross rental income ....................... 4,205 4,380 6,430 4,984 5,490
Dividend income received from equity
instruments at FVTOCI .................. 3,200 1,663 3,313 1,819 1,000
VAT refund ............................. 3,352 2,790 2,130 1,560 1,716
Subtotal ................................ 76,173 78,398 88,260 55,751 49,208
Other gains and losses
Loss on disposal of property, plant and
equipment, net ......................... (3,025) (2,582) (7,632) (1,569) (505)
Loss on disposal of right-of-use assets ......... ( 8 ) – – – –
Gain on early termination of leases ........... 2 0 – – – –
Gain from changes in fair value of financial
assets at FVTPL ........................ 9 3 5 9 0 6,330 3,652 2,744
Impairment loss on property, plant and
equipment ............................. (1,652) (83) (5,228) (435) (110)
Exchange gains, net ....................... 14,683 4,291 8,530 2,912 (760)
Others .................................. 4,861 7,725 1,659 2,591 (1,693)
Subtotal ................................ 14,972 9,941 3,659 7,151 (324)
Total ................................... 91,145 88,339 91,919 62,902 48,884
Selling Expenses
Our selling expenses primarily include (i) salaries, compensation, and benefits for our selling and marketing
employees, (ii) business development expenses, and (iii) transportation and travel expenses. Others primarily
include depreciation and amortization and utility expenses.
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The table below sets forth the breakdown of our selling expenses for the years/periods indicated:
Year Ended December 31, Nine Months ended September 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in RMB in thousands, except for percentages)
(Unaudited)
Employee
compensation . . . 176,031 56.0 174,599 53.9 184,449 52.2 130,948 53.8 143,191 50.4
Business
development
expenses ...... 29,840 9.5 43,528 13.4 48,676 13.8 33,042 13.6 46,636 16.4
Transportation and
travel
expenses ...... 24,475 7.8 28,536 8.8 29,668 8.4 21,712 8.9 18,663 6.6
Consulting and
advisory fees . . . 18,823 6.0 24,959 7.7 30,138 8.5 18,237 7.5 30,673 10.8
Sales service
expenses ...... 17,506 5.6 10,353 3.2 12,980 3.7 9,241 3.8 13,656 4.8
Advertising and
promotion
expenses ...... 21,163 6.7 15,157 4.7 19,438 5.5 7,503 3.1 5,717 2.0
Office and rental
expenses ...... 9,180 2.9 8,321 2.6 7,391 2.1 5,110 2.1 8,807 3.1
Others .......... 17,220 5.5 18,480 5.7 20,813 5.8 17,513 7.2 16,527 5.9
Total ........... 314,238 100.0 323,933 100.0 353,553 100.0 243,306 100.0 283,870 100.0
The increase in our selling expenses during the Track Record Period was primarily attributable to our
increase in operating scale and sales. The decrease of our selling expenses as a percentage of our revenue during
the Track Record Period was primarily attributable to economies of scale, as we derived an increasing amount of
revenue from major customers who already have an established relationship with us, increasing the effectiveness
of our selling expenses.
Administrative Expenses
Our administrative expenses primarily comprise (i) salaries, compensation, and benefits for our employees
in administrative functions, (ii) office and rental expenses, which include renovation, utilities and material
expenses incurred, and (iii) depreciation and amortization.
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The table below sets forth the breakdown of the administrative expenses for the years/periods indicated:
Year Ended December 31, Nine Months ended September 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in RMB in thousands, except for percentages)
(Unaudited)
Employee
compensation . . . 122,415 49.3 141,204 47.4 160,088 46.3 112,340 52.1 125,286 53.2
Office and rental
expenses ...... 29,586 11.9 29,867 10.0 43,181 12.4 25,430 11.8 33,825 14.3
Depreciation and
amortization .... 27,230 10.9 35,559 11.9 38,556 11.2 31,789 14.8 29,928 12.7
Impairment losses
on goodwill .... — — 28,665 9.6 36,479 10.6 — — — —
Consulting and
advisory fees . . . 18,910 7.6 15,670 5.3 15,659 4.5 13,050 6.0 9,183 3.9
Transportation and
travel
expenses ...... 5,009 2.1 5,990 2.0 6,277 1.8 4,751 2.2 4,486 2.0
Bank service
fees .......... 4,122 1.7 3,969 1.3 5,465 1.6 3,179 1.5 3,479 1.5
Catering
expenses ...... 3,543 1.4 3,855 1.3 4,603 1.3 3,237 1.5 2,941 1.2
Property insurance
expenses ...... 5,714 2.3 9,250 3.1 5,986 1.7 1,657 0.8 1,964 0.8
Product testing and
certification
fees .......... 3,754 1.5 1,641 0.6 1,750 0.5 1,218 0.6 1,451 0.6
Others .......... 27,965 11.3 22,203 7.5 27,615 8.1 19,062 8.7 22,767 9.8
Total ........... 248,248 100.0 297,873 100.0 345,659 100.0 215,713 100.0 235,310 100.0
The increase in our administrative expenses during the Track Record Period was primarily attributable to
our increase in operating scale and sales. Our administrative expenses as a percentage of our revenue during the
Track Record Period was relatively stable.
Research and Development Expenses
Our research and development expenses primarily comprise (i) employee compensation for our research and
development employees, (ii) testing materials and utilities consumed during the research and development
process, and (iii) depreciation and amortization for equipment associated with our research and development
activities.
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The table below sets forth the breakdown of the research and development expenses for the years/periods
indicated:
Year Ended December 31,
Nine Months ended
September 30,
2022 2023 2024 2024 2025
RMB % RMB % RMB % RMB % RMB %
(in RMB in thousands, except for percentages)
(Unaudited)
Employee
compensation . . . 168,631 55.1 181,090 58.4 190,062 54.5 135,333 55.7 175,014 53.7
Testing materials &
utilities ........ 68,147 22.3 67,477 21.8 92,926 26.6 61,854 25.5 88,107 27.1
Depreciation and
amortization .... 33,105 10.8 14,799 4.7 21,466 6.1 14,153 5.8 16,969 5.2
Product testing and
certification
fees .......... 9,872 3.2 12,875 4.2 18,023 5.2 13,634 5.6 22,278 6.8
Patent fees and
consulting
fees .......... 6,842 2.2 7,916 2.6 9,515 2.7 5,079 2.1 4,802 1.5
Others .......... 19,211 6.4 25,805 8.3 16,702 4.9 13,051 5.3 18,518 5.7
Total ........... 305,808 100.0 309,962 100.0 348,694 100.0 243,104 100.0 325,688 100.0
The increase in our research and development expenses during the Track Record Period was primarily
attributable to our intensifying R&D efforts, which required adequately compensating our employees, procuring
raw materials and conducting relevant testing and certification.
Share of Results of Associates
Our share of results of associates represents our proportionate share of the net profit or loss of the associates
in which we have significant influence but do not exercise control. In 2022, 2023, 2024 and the nine months
ended September 30, 2024 and 2025, share of results of associates amounted to RMB6.1 million,
RMB9.9 million, RMB9.8 million and RMB9.3 million and RMB4.2 million.
Finance Costs
Our finance costs mainly include interest on bank borrowings and interest on lease liabilities. Finance costs
amounted to RMB89.6 million, RMB66.8 million, RMB60.4 million RMB44.9 million and RMB39.3 million in
2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, respectively.
Impairment Losses on Financial Assets, Net
Impairment losses on financial assets, net primarily represent provisions for expected credit losses on trade
receivables, contract assets, and other receivables. Impairment losses on financial assets, net amounted to
RMB23.9 million, RMB15.4 million, RMB29.9 million RMB7.5 million and RMB9.9 million in 2022, 2023,
2024 and the nine months ended September 30, 2024 and 2025, respectively.
Income Tax Expenses
Our income tax expenses comprise current tax and deferred tax. See Note 10 to the Accountants’ Report in
Appendix I to this prospectus. We are subject to income tax on an entity basis on profits arising in or derived
from the tax jurisdictions in which the members of our Group are domiciled and operate.
Pursuant to the existing legislation, interpretations and practices, the income tax provision of some of our
entities in Chinese mainland was calculated at the statutory tax rate of 25% on the assessable profits during the
Track Record Period. Several of our subsidiaries in Chinese mainland were qualified as high-tech enterprises.
Accordingly, they enjoyed a preferential income tax rate of 15% for the Track Record Period. Several subsidiaries
in PRC were qualified as small and micro-sized enterprises, which also enjoyed preferential tax rates.
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Hong Kong profits tax has been provided for at the rate of 16.5% on the estimated assessable profits for the
Track Record Period. The income tax rate for companies incorporated in Vietnam is generally 20%, except those
which are subject to tax concession. Income tax expenses amounted to RMB67.1 million, RMB115.2 million,
RMB153.4 million RMB103.1 million and RMB152.8 million in 2022, 2023, 2024 and the nine months ended
September 30, 2024 and 2025, respectively. As of the Latest Practicable Date and during the Track Record
Period, we had fulfilled all our tax obligations and did not have any unresolved tax disputes.
Profit for the Year
During the Track Record Period, we experienced significant growth in net profit, which increased from
RMB660.2 million in 2022 to RMB757.7 million in 2023 and further to RMB920.5 million in 2024. Our net
profit increased from RMB709.2 million for the nine months ended September 30, 2024 to RMB883.3 million
for the nine months ended September 30, 2025. The increase in our net profit are primarily driven by the increase
in our revenue as we expanded our product portfolio to meet growing demands for our products across different
industry lines. Such increase are also contributed to optimization of our costs management mainly due to
improving unit economics attributable to our continuous R&D, increase in automation and operating efficiency
and product mix optimization, particularly as we expanded sales of high-speed copper cables and NEV related
products.
REVIEW OF HISTORICAL RESULTS OF OPERATIONS
Nine Month Ended September 30, 2025 Compared to Nine Month Ended September 30, 2024
Revenue
Our revenue increased by 26.2% from RMB4,815.5 million in the nine months ended September 30, 2024 to
RMB6,076.7 million in the nine months ended September 30, 2025. Such increase was primarily attributable to
the increase in revenue from (i) telecoms cable products, (ii) electronic materials products, (iii) NEV power
transmission products and (iv) electrical cable accessories products.
The increase in revenue from our telecoms cable products line from RMB1,197.0 million in the nine months
ended September 30, 2024 to RMB1,894.6 million in the nine months ended September 30, 2025 was mainly due
to the increase in sales volume, primarily that of high-speed copper cables, increasing from 58.2 million meters
to 247.0 million meters. This increase in sales volume is attributed to the advancements in interconnection
technology driven by developments in artificial intelligence and high-performance computing, which have led to
increased demand for our products.
The increase in revenue from our electronic materials product line from RMB1,839.2 million in the nine
months ended September 30, 2024 to RMB2,043.9 million in the nine months ended September 30, 2025 was
mainly due to the increase in sales volume, especially that of our heat-shrinkable tubing increasing from
2,724.1 million meters to 2,897.7 million meters and dual-wall tubing from 356.5 million meters to 436.3 million
meters. Such an increase in sales volume was primarily attributable to the growth in market demand, stemming
from the rapid development of relevant industries, as well as our increased supply capacity due to the automation
upgrades of our production equipment and improved utilization rates.
The increase in revenue from our NEV power transmission product line from RMB917.1 million in the nine
months ended September 30, 2024 to RMB1,159.5 million in the nine months ended September 30, 2025 was
mainly due to the increase in sales volume, primarily that of NEV charging products from 1.6 million units to
1.9 million units. Such an increase in sales volume was primarily attributable to the increased market demand for
our products, driven by the rapid growth in production and sales of new energy vehicles, as well as the support of
industry policies for charging infrastructure.
The increase in revenue from telecoms cable accessories products from RMB631.9 million in the nine
months ended September 30, 2024 to RMB741.0 million in the nine months ended September 30, 2025 was
mainly due to the increase in sales volume, increasing from 8.0 million sets to 9.3 million sets. Such an increase
in sales volume was primarily attributable to the growth in market demand for new energy, supported by national
policy initiatives, as well as ongoing investments in the power grid that have led to an increase in demand for
traditional power equipment.
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Cost of sales
Our cost of sales increased by 26.4% from RMB3,320.8 million in the nine months ended September 30,
2024 to RMB4,198.9 million in the nine months ended September 30, 2025, primarily due to the increase in costs
of raw materials, direct labor costs and other costs in the nine months ended September 30, 2025.
Gross profit
Our gross profit increased from RMB1,494.7 million in the nine months ended September 30, 2024 to
RMB1,877.7 million in the nine months ended September 30, 2025, largely in line with our growth in revenue, as
we benefited from the increase in our economies of scale and operating efficiency. Such an increase was
primarily attributable to the increase in gross profit from (i) telecom scable products, and (ii) electronic materials
product. Our gross profit margin was 31.0% and 30.9% in the nine months ended September 30, 2024 and 2025,
respectively.
Our gross profit from our electronic materials product line increased from RMB651.6 million in the nine
months ended September 30, 2024 to RMB812.1 million in the nine months ended September 30, 2025, and our
gross profit margin from the same product line increased from 35.4% to 39.7%, primarily because of the
increased sales proportion of higher-margin electronic materials products, as well as improved cost control and
economies of scale resulting from increased production volume.
Our gross profit from our telecoms cable product line increased from RMB198.3 million in the nine months
ended September 30, 2024 to RMB399.9 million in the nine months ended September 30, 2025, and our gross
profit margin from the same product line increased from 16.6% to 21.1%, primarily due to the increase in sales
volume of higher value-added products, including high-speed copper cables.
Our gross profit from our NEV power transmission product line increased from RMB228.3 million in the
nine months ended September 30, 2024 to RMB249.9 million in the nine months ended September 30, 2025,
while our gross profit margin from the same product line decreased from 24.9% to 21.6%, primarily due to the
increased sales proportion of lower-margin NEV charging products, as well as intensified competition across the
NEV industry , which exerted downward pressure on overall pricing and margins.
Our gross profit from our electrical cable accessories products increased from RMB262.4 million in the nine
months ended September 30, 2024 to RMB269.7 million in the nine months ended September 30, 2025, while
our gross profit margin from the same product line decreased from 41.5% to 36.4%, primarily due to changes in
product mix and pricing dynamics amid intensified market competition.
Our gross profit from our wind power business decreased from RMB79.3 million in the nine months ended
September 30, 2024 to RMB62.1 million in the nine months ended September 30, 2025, and our gross profit
margin from the same business decreased from 68.1% to 61.4%, primarily due to less favorable wind conditions
during the period, which resulted in lower electricity generation, while the fixed cost base of our wind power
facilities remained relatively stable.
Our gross profit from our other business increased from RMB74.8 million in the nine months ended
September 30, 2024 to RMB84.0 million in the nine months ended September 30, 2025, while our gross profit
margin from the same product line decreased from 65.7% to 61.5%, primarily due to changes in product mix.
Other Income, Gains and Losses
Our other income and gains decreased from RMB62.9 million in the nine months ended September 30, 2024
to RMB48.9 million in the nine months ended September 30, 2025. This decrease was mainly due to the decrease
in: (i) interest income, which decreased from RMB9.1 million in the nine months ended September 30, 2024 to
RMB6.4 million in the nine months ended September 30, 2025 (ii) additional value added tax deductible, which
decreased from RMB19.2 million in the nine months ended September 30, 2024 to RMB16.0 million in the nine
months ended September 30, 2025.
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Selling expenses
Our selling expenses increased by 16.7% from RMB243.3 million in the nine months ended September 30,
2024 to RMB283.9 million in the nine months ended September 30, 2025. This increase was mainly due to the
increase in: (i) employee compensation, primarily due to the expansion of our sales and service teams and the
growth in salaries, wages, and bonuses for the sales staff; and (ii) business development expenses, generally in
line with the expansion of our sales volume.
Administrative expenses
Our administrative expenses increased by 9.1% from RMB215.7 million in the nine months ended
September 30, 2024 to RMB235.3 million in the nine months ended September 30, 2025. This increase was
mainly due to the increase in: (i) employee compensation, primarily due to headcount growth and salary
increases for administrative staff; (ii) office and rental expenses, primarily due to the expansion of office space
and related outfitting costs; and (iii) depreciation and amortization, primarily generated from our newly
operational production bases in Wuhan and Huizhou.
Research and development expenses
Our research and development expenses increased by 34.0% from RMB243.1 million in the nine months
ended September 30, 2024 to RMB325.7 million in the nine months ended September 30, 2025. This increase
was mainly due to the increase in: (i) employee compensation, primarily due to the growth in the number of
R&D personnel, along with increases in salaries and bonuses; (ii) testing materials and utilities, primarily as a
result of increased usage of materials for new product development and testing; and (iii) depreciation and
amortization, primarily due to the increase in R&D testing activities and the corresponding rise in the use of
equipment, leading to higher depreciation expenses.
Share of Results of Associates
Share of results of associates decreased from RMB9.3 million in the nine months ended September 30,
2024, to RMB4.2 million in the nine months ended September 30, 2025, primarily due to our subsidiary
Shenzhen Heat-Shrinkable made an additional investment in its associate company, obtained control, and, as a
result, the entity was no longer accounted for using the equity method but was consolidated as a subsidiary.
Finance Costs
Our finance costs decreased from RMB44.9 million in the nine months ended September 30, 2024, to
RMB39.3 million in the nine months ended September 30, 2025, primarily due to a general decline in loan
interest rates.
Impairment Losses on Financial Assets, Net
Impairment losses on financial assets, net increased from RMB7.5 million in the nine months ended
September 30, 2024, to RMB9.9 million in the nine months ended September 30, 2025, mainly due to mainly due
to the increase in impairment provisions for trade receivables resulting from the growth in revenue and the
corresponding increase of our accounts receivable balance.
Income Tax Expense
Our income tax expense increased from RMB103.1 million in the nine months ended September 30, 2024,
to RMB152.8 million in the nine months ended September 30, 2025, mainly due to the increase in profit before
income tax.
Profit for the Period
As a result of the foregoing, our profit for the period increased by 24.5% from RMB709.2 million in the
nine months ended September 30, 2024, to RMB883.3 million in the nine months ended September 30, 2025.
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FINANCIAL INFORMATION
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Revenue
Our revenue increased from RMB5,718.8 million in 2023 to RMB6,920.1 million in 2024. Such increase
was primarily attributable to the increase in revenue from (i) telecoms cable products, (ii) electronic materials
products, and (iii) NEV power transmission products, partially offset by a decrease in revenue from electrical
cable accessories products.
The increase in revenue from our telecoms cable product line from RMB1,164.5 million to
RMB1,702.3 million was mainly due to the increase in sales volume, primarily that of high-speed copper cables,
increasing from 27.8 million meters to 100.0 million meters, and the increase in the average selling price of
industrial cables from RMB0.6/meter to RMB0.7/meter. Such an increase in sales volume was primarily
attributable to our success in our proactive product mix adjustment, where we increased the sales of premium
products, e.g., high-speed copper cables, due to the market’s rapid increase in demand of computing
infrastructure.
The increase in revenue from our electronic materials product line from RMB2,198.3 million to
RMB2,599.4 million was mainly due to the increase in sales volume, especially that of our heat-shrinkable
tubing increasing from 3,566.3 million meters to 3,799.9 million meters and dual-wall tubing from 406.6 million
meters to 503.3 million meters. Such an increase in sales volume was primarily attributable to strong demand
from customers in the automotive, electronics, and medical industries.
The increase in revenue from our NEV power transmission product line from RMB1,082.4 million to
RMB1,381.4 million was mainly due to the increase in sales volume, primarily that of AC/DC charging sockets
from 0.4 million units to 0.8 million units, and the increase in the average selling price of power battery safety
protection products from RMB1.49/piece to RMB1.54/piece. Such an increase in sales volume was primarily
driven by strong demand from customers in the NEV industry, which was in turn attributable to policy support,
technological development and growing market acceptance.
The decrease in revenue from our electrical cable accessories products from RMB953.5 million to
RMB927.0 million was mainly due to the decrease in sales volume, primarily that of cold-shrinkable and
heatshrinkable cable accessories decreasing from 9.3 million sets to 9.1 million sets. Such a decrease in sales
volume was primarily attributable to the fluctuation in the demand arising from grid and station construction in
2024.
Cost of Sales
Our cost of sales increased from RMB3,930.2 million in 2023 to RMB4,809.7 million in 2024, primarily
due to the increase in costs of raw materials and direct labor in 2024.
Gross Profit and Gross Profit Margin
Our gross profit increased from RMB1,788.6 million in 2023 to RMB2,110.4 million in 2024, largely in line
with our growth in revenue, as we benefited from the increase in our economies of scale and operating efficiency
and the decrease in the price of certain raw materials, primarily EVA. Such an increase was primarily attributable
to the increase in gross profit from (i) electronic materials products, (ii) telecoms cable products and (iii) NEV
power transmission products, partially offset by the decrease in gross profit of electrical cable accessories
products. Our gross profit margin slightly decreased from 31.3% in 2023 to 30.5% in 2024.
Our gross profit from our electronic materials product line increased from RMB787.3 million in 2023 to
RMB1,015.1 million in 2024, and our gross profit margin from the same product line increased from 35.8% to
39.1%, primarily because of the increased sales proportion of high-margin medical electronic material products,
driven by our enriched medical electronic material portfolio, such as medical silicone tubes and guidewire tubes,
the increase in the average selling price of our electronic material products from RMB 0.53/meter to
RMB 0.58/meter due to rising market demand, and decrease in raw material price, primarily EVA.
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FINANCIAL INFORMATION
Our gross profit from our telecoms cable product line increased from RMB173.5 million in 2023 to
RMB278.8 million in 2024, and our gross profit margin from the same product line increased from 14.9% to
16.4%, primarily because of the decline in average production costs, which was driven by the economies of scale
achieved through a significant increase in the sales of high-speed copper cables from 27.8 million meters to
100.0 million meters, leading to cost allocation across a larger output base and a subsequent reduction in unit
costs.
Our gross profit from our NEV power transmission product line increased from RMB286.4 million in 2023
to RMB321.2 million in 2024, and our gross profit margin from the same product line decreased from 26.5% to
23.3%, primarily because of the change in our product mix, in which the sale of charging guns with lower margin
increased due to rapid increase in market demand and in turn increased its revenue contribution in this product
line and the increased in the average costs of power battery safety protection products resulted from process
optimization to meet customer requirements.
Our gross profit from our electrical cable accessories products decreased from RMB393.5 million in 2023 to
RMB342.3 million in 2024, and our gross profit margin from the same product line decreased from 41.3% to
36.9%, primarily because of our proactive selling price reductions aimed at attracting more customers and
maintaining competitiveness, amid shrinking demand and intensified competition in the new energy sector in
2024.
Our gross profit from our wind power business decreased from RMB109.9 million in 2023 to
RMB101.8 million in 2024, and our gross profit margin from the same product line decreased from 69.3% to
67.1%, primarily due to the impact of weather conditions, which resulted in reduced wind-generated electricity
and, with costs for the power stations remaining relatively stable, consequently led to a decrease in gross profit.
Our gross profit from our others increased from RMB38.0 million in 2023 to RMB51.2 million in 2024, and
our gross profit margin from the same product line increased from 23.5% to 32.3%, primarily because of the
increased proportion of our sales of standard MES and MOM platforms. These standard platforms, which are
standardized and already fully established were distributed directly as finished products without further
processing and therefore at comparatively lower cost, and accordingly achieved a higher gross profit margin
compared to platforms that require customized research and development.
Other Income, Gains and Losses
Other income, gains and losses increased from RMB88.3 million in 2023 to RMB91.9 million in 2024. This
increase was mainly due to the increase in: (i) additional VAT deductible, which increased from RMB16.2
million in 2023 to RMB28.8 million in 2024; (ii) gain from changes in fair value of financial assets at FVTPL,
which increased from RMB0.6 million in 2023 to RMB6.3 million in 2024, and (iii) interest income, which
increased from RMB12.4 million in 2023 to RMB16.7 million in 2024, primarily due to higher cash balances and
improved returns on deposits.
Such an increase was mitigated primarily by a decrease in government grants from RMB41.0 million in
2023 to RMB30.8 million in 2024, as fewer subsidies were received during the year.
Selling Expenses
Selling expenses increased from RMB323.9 million in 2023 to RMB353.6 million in 2024. This increase
was mainly due to the increase in: (i) employee compensation, which increased from RMB174.6 million in 2023
to RMB184.4 million in 2024, primarily due to the expansion of our sales team and rising salary in line with our
business growth; (ii) consulting and advisory fees, which increased from RMB25.0 million in 2023 to RMB30.1
million in 2024, as we utilized more external consulting services given our business needs for selling and
promoting activities; and (iii) business development expenses, which increased from RMB43.5 million in 2023 to
RMB48.7 million in 2024, reflecting our increase in business scale and customer base.
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FINANCIAL INFORMATION
Administrative Expenses
Administrative expenses increased from RMB297.9 million in 2023 to RMB345.7 million in 2024. This
increase was mainly due to the increase in: (i) employee compensation, which increased from RMB141.2 million
in 2023 to RMB160.1 million in 2024, primarily due to the growing size of our administrative team and rising
salary, (ii) office and rental expenses, which increased from RMB29.9 million to RMB43.2 million, primarily
due to increase in rental expenses and utilities to support our administrative functions, and (iii) impairment losses
on goodwill, which increased from RMB28.7 million in 2023 to RMB36.5 million in 2024, reflecting the
reassessment of goodwill associated with the acquisition of Shenzhen Orbit based on its performance after
acquisition.
Research and Development Expenses
Our research and development expenses increased from RMB310.0 million in 2023 to RMB348.7 million in
2024. This increase was mainly due to the increase in: (i) testing materials and utilities, which increased from
RMB67.5 million in 2023 to RMB92.9 million in 2024, primarily as a result of increased usage of materials for
new product development and testing, (ii) employee compensation, which increased from RMB181.1 million in
2023 to RMB190.1 million in 2024, primarily due to the expansion of our R&D team and salary adjustments,
(iii) depreciation and amortization, which increased from RMB14.8 million in 2023 to RMB21.5 million in 2024,
primarily due to the amortization of software and IT system and the depreciation of R&D equipments; and
(iv) product testing and certification fees, which increased from RMB12.9 million in 2023 to RMB18.0 million
in 2024, reflecting the growing scale of testing requirements for newly developed products.
Share of Results of Associates
Share of results of associates remained stable at RMB9.9 million in 2023 and RMB9.8 million in 2024.
Finance Costs
Our finance costs remained stable at RMB66.8 million in 2023 and RMB60.4 million in 2024.
Impairment Losses on Financial Assets, Net
Impairment losses on financial assets, net increased from RMB15.4 million in 2023 to RMB29.9 million in
2024, mainly due to the increase in our trade receivables balance as of December 31, 2024 as a result of our
revenue increase in 2024.
Income Tax Expense
Our income tax expense increased from RMB115.2 million in 2023 to RMB153.4 million in 2024, mainly
due to the increase in profit before income tax.
Profit for the Year
As a result of the foregoing, our profit for the year increased from RMB757.7 million in 2023 to
RMB920.5 million in 2024.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
Revenue
Our revenue increased from RMB5,336.6 million in 2022 to RMB5,718.8 million in 2023. Such an increase
was primarily attributable to the increase in revenue from (i) NEV power transmission products, (ii) electrical
cable accessories products, and (iii) electronic materials products, partially offset by a decrease in revenue from
telecoms cable products.
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FINANCIAL INFORMATION
The increase in revenue from our NEV power transmission product line from RMB823.9 million in 2022 to
RMB1,082.4 million in 2023 was mainly due to the increase in sales volume, primarily that of charging guns
increasing from 388.3 thousand units to 745.1 thousand units, and the increase in the average selling price of
power battery safety protection products from RMB1.2/piece to RMB1.5/piece. Such an increase in sales volume
was primarily driven by strong demand from customers in the NEV industry, which was in turn attributable to
policy support, technological development and increasing market acceptance.
The increase in revenue from our electrical cable accessories products from RMB781.1 million in 2022 to
RMB953.5 million in 2023 was mainly due to the increase in sales volume, primarily that of cold-shrinkable and
heatshrinkable cable accessories increasing from 8.7 million sets to 9.3 million sets cable accessories. Such an
increase in sales volume was primarily attributable to the increase in the demand arising from grid and station
construction in 2023.
The increase in revenue from our electronic materials product line from RMB2,104.9 million in 2022 to
RMB2,198.3 million in 2023 was mainly due to the increase in sales volume, primarily that of heat-shrinkable
tubing increasing from 3.1 million meters to 3.6 million meters. Such an increase in sales volume was primarily
attributable to strong demand from customers in the automotive industry.
The decrease in revenue from telecoms cable products from RMB1,362.4 million in 2022 to
RMB1,164.5 million in 2023 was mainly due to the decrease in sales volume, primarily that of electronic wires
and cables from 86.9 million meters to 64.7 million meters. Such a decrease in sales volume of electronic wires
and cables was primarily attributable to our proactive product mix adjustment where we, having identified
evolving market trend, proactively focused on the research and manufacturing of premium products that we
believe have strong growth potential in emerging application scenarios and pivoted away from the production
and sale of other products.
Cost of Sales
Our cost of sales increased from RMB3,724.7 million in 2022 to RMB3,930.2 million in 2023, primarily
due to the increase in costs of raw materials and direct labor in 2023.
Gross Profit and Gross Profit Margin
Our gross profit increased from RMB1,612.0 million in 2022 to RMB1,788.6 million in 2023, largely in line
with our growth in revenue, as we benefit from the increase in our economies of scale and operating efficiency
and the decrease in the price of certain raw materials, primarily EVA. Such an increase was primarily attributable
to the increase in gross profit from (i) electronic materials products, (ii) electrical cable accessories products, and
(iii) NEV power transmission products, partially offset by the decrease in gross profit from telecoms cable
products. Our gross profit margin slightly increased from 30.2% in 2022 to 31.3% in 2023.
Our gross profit from our electronic materials product line increased from RMB686.2 million in 2022 to
RMB787.3 million in 2023, and our gross profit margin from the same product line increased from 32.6% to
35.8%, primarily because of the increased sales proportion of high-margin medical electronic material products,
driven by growing acceptance and increased purchase of our self-developed medical heat-shrinkable tubing
among healthcare enterprise clients and decrease in raw material price, primarily EVA.
Our gross profit from our electrical cable accessories products increased from RMB300.0 million in 2022 to
RMB393.5 million in 2023, and our gross profit margin from the same product line increased from 38.4% to
41.3%, primarily because of the increased sales proportion of high-margin cable accessories products for solar
and wind power applications, driven by national policy incentives that accelerated grid upgrades and new energy
base construction, thereby boosting demand for high-resistant cable accessories and decrease in raw material
price, primarily rubber.
Our gross profit from our NEV power transmission product line increased from RMB240.2 million in 2022
to RMB286.4 million in 2023, and our gross profit margin from the same product line decreased from 29.2% to
26.5%, primarily because of the change in our product mix, in which the sale of charging guns increased due to
rapid increase in market demand and in turn increased its revenue contribution in this product line.
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FINANCIAL INFORMATION
Our gross profit from our telecoms cable product line decreased from RMB259.9 million in 2022 to
RMB173.5 million in 2023, and our gross profit margin from the same product line decreased from 19.1% to
14.9%, primarily because of our product mix optimization, where we, having identified evolving market trend,
proactively focused on the research and manufacturing of premium products that we believe have strong growth
potential in emerging application scenarios and pivoted away from the production and sale of other products,
resulting in a decrease in utilization rate, allowing us to subsequently increase the sales of premium products in
2024.
Our gross profit from our wind power business increased from RMB98.3 million in 2022 to RMB109.9
million in 2023, and our gross profit margin from the same product line increased from 67.0% to 69.3%,
primarily due to the impact of weather conditions, which resulted in increased wind-generated electricity and,
with costs for the power stations remaining relatively stable, consequently led to an increase in gross profit.
Our gross profit from our others increased from RMB27.5 million in 2022 to RMB38.0 million in 2023, and
our gross profit margin from the same product line remain stable 23.4% and 23.5%, respectively.
Other Income, Gains and Losses
Other income, gains and losses decreased from RMB91.1 million in 2022 to RMB88.3 million in 2023. This
decrease was mainly due to: (i) government grants, which decreased from RMB57.6 million in 2022 to
RMB41.0 million in 2023, as fewer subsidies were received during the year; and (ii) net exchange gains, which
decreased from RMB14.7 million in 2022 to RMB4.3 million in 2023.
Such a decrease was mitigated primarily by an increase in additional VAT deductible from nil to RMB16.2
million that we are entitled to given our status as an advanced manufacturing enterprise.
Selling Expenses
Selling expenses increased from RMB314.2 million in 2022 to RMB324.0 million in 2023. This increase
was mainly due to the increase in: (i) business development expenses, which increased from RMB29.8 million in
2022 to RMB43.5 million in 2023, reflecting or increase in business scale and customer base; (ii) consulting and
advisory fees, which increased from RMB18.8 million in 2022 to RMB25.0 million in 2023, as we obtained more
external consultant advice to support our increase in business scale and implement our development strategies;
and (iii) transportation and travel expenses, which increased from RMB24.5 million in 2022 to RMB28.5 million
in 2023, reflecting higher logistics and travel costs associated with business expansion.
These increases were partially offset by a decrease in sales service expenses from RMB17.5 million in 2022
to RMB10.4 million in 2023, as we incurred less expenses for installation.
Administrative Expenses
Administrative expenses increased from RMB248.2 million in 2022 to RMB297.9 million in 2023. This
increase was mainly due to the increase in: (i) impairment losses on goodwill, which increased from nil in 2022 to
RMB28.7 million in 2023, reflecting the reassessment of goodwill associated with the acquisition of Shenzhen Orbit
based on its performance after acquisition; (ii) employee compensation, which increased from RMB122.4 million in
2022 to RMB141.2 million in 2023, primarily due to the expansion of our administrative team and rising salary, and
(iii) depreciation and amortization, which increased from RMB27.2 million in 2022 to RMB35.6 million in 2023,
primarily as a result of additional investments in fixed assets to support business operations.
These increases were partially offset by a decrease in consulting and advisory fees, which decreased from
RMB18.9 million in 2022 to RMB15.7 million in 2023, as fewer external consulting services were utilized given
our business needs.
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FINANCIAL INFORMATION
Research and Development Expenses
Our research and development expenses increased from RMB305.8 million in 2022 to RMB310.0 million
in 2023. This increase was mainly due to: (i) employee compensation, which increased from
RMB168.6 million in 2022 to RMB181.1 million in 2023, primarily due to the expansion of our R&D team
and rising salary; and (ii) product testing and certification fees, which increased from RMB9.9 million in 2022
to RMB12.9 million in 2023, as we conducted more testing and certifications for new products.
These increases were partially offset by a decrease in depreciation and amortization, which decreased from
RMB33.1 million in 2022 to RMB14.8 million in 2023, primarily due to amortization of intangible assets.
Share of Results of Associates
Share of results of associates increased from RMB6.1 million in 2022 to RMB9.9 million in 2023, due to the
increase in net profit of our associates.
Finance Costs
Our finance costs decreased from RMB89.6 million in 2022 to RMB66.8 million in 2023. This decrease was
primarily due to interest expenses on bank borrowings, which decreased from RMB66.8 million in 2022 to
RMB58.2 million in 2023 mainly attributable to the decrease in interest rate. This was partially offset by an
increase in interest expenses on lease liabilities, which increased from RMB1.2 million in 2022 to
RMB2.2 million in 2023, due to the addition of new lease agreements.
Impairment Losses on Financial Assets, Net
Impairment losses on financial assets, net decreased from RMB23.9 million in 2022 to RMB15.4 million in
2023, mainly due to the change of expected credit loss allowance on trade and other receivables and contract assets.
Income Tax Expense
Our income tax expense increased from RMB67.1 million in 2022 to RMB115.2 million in 2023, mainly
due to the increase in profit before income tax.
Profit for the Year
As a result of the foregoing, our profit for the year increased from RMB660.2 million in 2022 to
RMB757.7 million in 2023.
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FINANCIAL INFORMATION
DISCUSSION OF SELECTED ITEMS FROM CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
The table below sets forth selected information from our consolidated statements of financial position as of
the dates indicated, which have been extracted from our audited consolidated financial statements included in
Appendix I to this prospectus:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment ......................... 2,721,815 2,837,427 3,055,160 3,620,300
Right-of-use assets .................................. 317,937 295,850 487,622 715,318
Goodwill ......................................... 759,972 731,307 694,828 694,828
Intangible assets .................................... 17,724 36,064 25,874 21,459
Investment properties ................................ 14,342 15,700 14,321 13,251
Interests in associates ................................ 48,424 54,464 57,373 51,231
Equity instruments at fair value through other comprehensive
income ......................................... 161,122 186,346 175,843 125,406
Deferred tax assets .................................. 73,247 55,276 61,081 65,830
Contract assets ..................................... 8,216 4,189 8,016 5,282
Trade and other receivables ........................... 62,480 45,716 113,318 243,242
Total non-current assets ............................ 4,185,279 4,262,339 4,693,436 5,556,147
CURRENT ASSETS
Inventories ........................................ 701,251 710,277 865,307 1,139,055
Contract assets ..................................... 18,728 20,163 32,205 36,251
Trade and other receivables ........................... 2,541,348 2,920,745 3,465,350 3,791,039
Tax recoverable .................................... 7,566 1,303 596 7,393
Financial assets at fair value through profit or loss ......... — 60,245 145,169 120,000
Restricted bank deposits ............................. 2 3 4,154 1,264 1,863
Pledged bank deposits ............................... 64,721 62,140 59,489 32,989
Bank balances and cash .............................. 799,820 939,070 967,510 951,647
Total current assets ................................ 4,133,457 4,718,097 5,536,890 6,080,237
CURRENT LIABILITIES
Trade and other payables ............................. 1,324,804 1,516,042 1,899,931 2,321,996
Tax payables ...................................... 46,440 63,457 89,497 84,703
Bank and other borrowings ........................... 1,332,271 1,059,933 774,452 1,485,716
Lease liabilities .................................... 16,372 4,937 32,980 39,710
Contract liabilities .................................. 71,106 90,284 79,306 83,804
Deferred income ................................... 8,426 8,325 8,474 7,942
Total current liabilities ............................. 2,799,419 2,742,978 2,884,640 4,023,871
NET CURRENT ASSETS ........................... 1,334,038 1,975,119 2,652,250 2,056,366
TOTAL ASSETS LESS CURRENT LIABILITIES ..... 5,519,317 6,237,458 7,345,686 7,612,513
NON-CURRENT LIABILITIES
Deferred tax liabilities ............................... 57,075 53,718 62,398 87,492
Bank and other borrowings ........................... 554,675 622,632 901,473 826,638
Lease liabilities .................................... 37,543 32,338 193,410 178,433
Deferred income ................................... 70,630 66,266 60,076 54,254
Total non-current liabilities ......................... 719,923 774,954 1,217,357 1,146,817
Net assets ......................................... 4,799,394 5,462,504 6,128,329 6,465,696
EQUITY
Share capital ....................................... 1,259,899 1,259,899 1,259,899 1,259,899
Reserves .......................................... 3,082,723 3,647,648 4,274,906 4,913,621
Total equity attributable to owners of the Company ........ 4,342,622 4,907,547 5,534,805 6,173,520
Non-controlling interests ............................. 456,772 554,957 593,524 292,176
Total equity ....................................... 4,799,394 5,462,504 6,128,329 6,465,696
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FINANCIAL INFORMATION
Property, Plant and Equipment
Property, plant, and equipment primarily consisted of buildings, plant and machinery, electricity generation
and related equipment, leasehold improvements, motor vehicles and construction in progress. The following table
sets forth the breakdown of our property, plant, and equipment as of the dates indicated:
As of December 31, As of September 30,
20252022 2023 2024
RMB’000 RMB’000 RMB’000 RMB’000
Buildings ..................................... 1,057,590 1,058,584 1,166,889 1,131,339
Plant and machinery ............................. 605,651 638,124 738,844 1,107,903
Electricity generation and related equipment ......... 726,613 691,631 665,779 674,259
Leasehold improvements ......................... 67,373 90,338 95,023 104,447
Motor vehicles ................................. 9,107 8,443 8,887 8,093
Construction in progress ......................... 255,481 350,307 379,738 594,259
Total ........................................ 2,721,815 2,837,427 3,055,160 3,620,300
Property, plant, and equipment increased from RMB2,721.8 million as of December 31, 2022, to
RMB2,837.4 million as of December 31, 2023, primarily due to an increase in construction in progress and plant
and machinery, which reflected the expansion of our production capacity to meet customer demand. It
subsequently increased to RMB3,055.2 million as of December 31, 2024 primarily due to an increase in
buildings and plant and machinery, which reflected the expansion of our production capacity to meet customer
demand. It further increased to RMB3,620.3 million as of September 30, 2025, primarily due to an increase in
construction in progress, reflecting our investment in the manufacturing bases, and an increase in plant and
machinery, reflecting the addition of equipment, mainly to expand our production capacity to meet the rapid
growth of our business. For details on our manufacturing bases, see “Business — Our Business — Our
Production — Our Manufacturing Bases.”
Right-of-Use Assets
Right-of-use assets primarily consisted of land use rights and leased properties.
Our right-of-use assets decreased from RMB317.9 million as of December 31, 2022, to RMB295.9 million
as of December 31, 2023, mainly due to depreciation of RMB21.6 million.
Our right-of-use assets increased from RMB295.9 million as of December 31, 2023, to RMB487.6 million
as of December 31, 2024. This increase was primarily due to (i) additions of RMB172.8 million, reflecting new
leases for office premises, warehouses, and factories to support our expanded business operations; and (ii) a lease
modification that added RMB53.5 million. These increases were partially offset by depreciation of
RMB34.6 million during the year.
Our right-of-use assets increased from RMB487.6 million as of December 31, 2024 to RMB715.3 million as
of September 30, 2025, primarily due to (i) additions to land use rights of RMB249.1 million, primarily
attributable to new lease agreements executed by subsidiaries, and (ii) the consolidation of land use rights of
RMB4.3 million resulting from the acquisition of a subsidiary.
Goodwill
Our goodwill arose from our acquisition of Shenzhen Orbit and CYG ELECTRONICS. The cost of our
goodwill remained unchanged at RMB694.8 million as of December 31, 2022, 2023, 2024 and September 30,
2025. The carrying amount of goodwill decreased from RMB760.0 million as of December 31, 2022 to
RMB731.3 million as of December 31, 2023, and further decreased to RMB694.8 million as of
December 31, 2024. The carrying amount of goodwill remains unchanged at RMB694.8 million as of
September 30, 2025.
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FINANCIAL INFORMATION
These decreases were primarily due to the recognition of impairment losses of RMB28.7 million for 2023
and RMB36.5 million for 2024. We incurred such impairment losses because the recoverable amount based on
the value-in-use of the cash-generating unit of Shenzhen Orbit was lower than its carrying amount. Goodwill
allocated to CYG Electronics remained unchanged at RMB694.8 million as of December 31, 2022, 2023, 2024
and the nine months ended September 30, 2025. For details of the impairment test for our goodwill during the
Track Record Period, please refer to Note 17 to the Accountants’ Report in Appendix I to this prospectus.
For the purpose of impairment testing, the carrying amount of goodwill (net of accumulated impairment
losses) is allocated to the CGUs as follows:
At December 31,
At
September30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Shenzhen Orbit (“ Shenzhen Orbit CGU ” )................ 65,144 36,479 – –
CYG Electronics (“CYG Electronics CGU”) ............. 694,828 694,828 694,828 694,828
759,972 731,307 694,828 694,828
In addition to goodwill above, property, plant and equipment, intangible assets and right-of-use assets
(including allocation of corporate assets) that generate cash flows together with the related goodwill are also
included in the respective CGUs for the purposes of impairment assessment.
The recoverable amounts of the CGUs are determined based on value-in-use calculations based on cash flow
forecasts derived from the estimated future cash flows covering a 5-year period and with the beyond budgeted
period using zero growth rate approved by the directors of the Company.
The key assumptions used in the estimation of value in use are as below:
At December 31,
At
September 30,
2022 2023 2024 2025
Shenzhen Orbit CGU
Revenue (average growth rate) ............................... 16.36% 9.33% 3.00% N/A
Pre-tax discount rate ........................................ 14.87% 13.25% 13.00% N/A
CYG Electronics CGU
Revenue (average growth rate) ............................... 3.63% 3.53% 3.56% 2.58%
Pre-tax discount rate ........................................ 12.70% 12.90% 12.80% 12.76%
The directors of the Company have determined the values assigned to each of the key assumptions as
follows:
- Average revenue growth rate over the five-year forecast period is based on past performance and
management’s expectation of market development; and
- Pre-tax discount rate that reflects current market assessments of the time value of money and the risk
specific to the CGUs.
Impact of possible changes in key assumptions
The recoverable amount of Shenzhen Orbit CGU was estimated to exceed its carrying amount as at
December 31, 2022 by approximately RMB3,793,000. The recoverable amount of Shenzhen Orbit CGU was
estimated to be lower than its carrying amount as at December 31, 2023 and 2024 and impairment of goodwill of
RMB28,665,000 and RMB36,479,000 were recognized for the years ended December 31, 2023 and 2024
respectively. No other impairment of assets of Shenzhen Orbit CGU is considered necessary.
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FINANCIAL INFORMATION
The recoverable amount of CYG Electronics CGU is estimated to exceed its carrying amount at
December 31, 2022, 2023 and 2024 and September 30, 2025 by approximately RMB116,018,000,
RMB317,513,000, RMB526,004,000 and RMB1,148,655,000 respectively.
Management have undertaken sensitivity analysis on the impairment test of goodwill. The recoverable
amount of each CGU would equal its carrying amount (net of impairment loss) if each key assumption was to
change as follows with all other variables held constant:
At December 31,
At
September 30,
2022 2023 2024 2025
Shenzhen Orbit CGU
Revenue (average growth rate) ............................ 16.22% Note (i) N/A N/A
Pre-tax discount rate ..................................... 15.49% Note (ii) N/A N/A
CYG Electronics CGU
Revenue (average growth rate) ............................ 3.47% 3.13% 2.98% 1.90%
Pre-tax discount rate ..................................... 13.45% 14.92% 15.98% 17.84%
Notes:
(i) As at December 31, 2023, if the revenue average growth rate was changed to 8.33%, while other
parameters remain constant, the recoverable amount of Shenzhen Orbit CGU would be reduced to
RMB28,999,000 and a further impairment of goodwill of RMB21,691,000 would be recognized.
(ii) As at December 31, 2023, if the discount rate was changed to 14.25%, while other parameters remain
constant, the recoverable amount of Shenzhen Orbit CGU would be reduced to RMB58,921,000 and a
further impairment of goodwill of RMB3,737,000 would be recognized.
(iii) Apart from the considerations described in determining the value-in-use of the CGUs above, the
management of the Group believe that no reasonably possible change in any of the above key
assumptions would cause the CGU’s recoverable amount to fall below its carrying amount.
Intangible Assets
Our intangible assets primarily consisted of trademarks, patents and software. Our intangible assets
increased from RMB17.7 million as of December 31, 2022 to RMB36.1 million as of December 31, 2023,
primarily due to the addition of our internally generated patent assets. Our intangible assets decreased to
RMB25.9 million as of December 31, 2024, primarily due to amortization. Our intangible assets further
decreased to RMB21.5 million as of September 30, 2025, primarily due to amortization resulting in a reduction
in the carrying amount of intangible assets. Please also see Note 18 to the Accountants’ Report in Appendix I to
this prospectus.
Investment Properties
Our investment properties primarily consisted of buildings and structures held for investment purposes.
Investment properties increased from RMB14.3 million as of December 31, 2022 to RMB15.7 million as of
December 31, 2023, primarily because we leased out certain of our vacant properties due to production capacity
relocation. Investment properties decreased to RMB14.3 million as of December 31, 2024 primarily due to
amortization. Investment properties further decreased to RMB13.3 million, primarily due to amortization
resulting in a reduction in the carrying amount of investment properties. Please also see Note 19 to the
Accountants’ Report in Appendix I to this prospectus.
Interests in Associates
We have invested in a number of associates. As of December 31, 2022, 2023, 2024 and September 30, 2025,
the carrying amounts of our interests in associates amounted to RMB48.4 million, RMB54.5 million,
RMB57.4 million and RMB51.2 million, respectively.
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FINANCIAL INFORMATION
Equity Instruments at Fair Value through Other Comprehensive Income
Equity instruments at fair value through other comprehensive income primarily consisted of investments in
listed and unlisted equity. Such investments were classified with Level 1 and Level 3 fair value measurement as
appropriate. Equity instruments at fair value through other comprehensive income increased from
RMB161.1 million as of December 31, 2022 to RMB186.3 million as of December 31, 2023, mainly due to the
increase in the fair value of such equity instruments. Equity instruments at fair value through other
comprehensive income slightly decreased to RMB175.8 million as of December 31, 2024 mainly due to the
decrease in the fair value of such equity instruments. Equity instruments at fair value through other
comprehensive income further decreased to RMB125.4 million as of September 30, 2025, primarily due to the
disposal of certain equity instruments during the period.
Deferred Tax Assets
Our deferred tax assets decreased from RMB73.2 million as of December 31, 2022 to RMB55.3 million as
of December 31, 2023, mainly due to a reduction in changes in fair value and the tax-accounting difference of
lease liabilities. It increased to RMB61.1 million as of December 31, 2024, mainly due to a reduction in changes
in fair value and the tax-accounting difference of lease liabilities. It further increased to RMB65.8 million as of
September 30, 2025, mainly due to the increase in deferred tax assets recognized in connection with higher
impairment provisions on trade receivables and inventories, which were primarily attributable to the growth in
revenue during the period.
Inventories
Our inventories primarily consisted of finished goods, raw materials and consumables, and work in
progress. The following table sets forth the breakdown of our inventories as of the date indicted:
As of December 31, As of September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials and consumables ....................... 244,221 238,081 292,617 466,146
Work in progress ................................... 23,673 22,889 27,532 35,934
Finished goods ..................................... 433,357 449,307 545,158 636,975
Total ............................................ 701,251 710,277 865,307 1,139,055
(Inventory written-down recognized for the years/period) . . . 13,766 17,514 25,378 28,948
Our inventories increased from RMB701.3 million as of December 31, 2022, to RMB710.3 million as of
December 31, 2023, primarily attributable to an increase in finished goods from RMB433.4 million to
RMB449.3 million to meet growing customer demand, partially offset by a decrease in raw materials and
consumables from RMB244.2 million to RMB238.1 million due to the decrease in raw material price, primarily
EVA. Our inventories further increased from RMB710.3 million as of December 31, 2023, to RMB865.3 million
as of December 31, 2024. Such increase was primarily attributable to (i) an increase in finished goods due to
increased production to support sales growth; and (ii) an increase in raw materials and consumables, reflecting
higher procurement in anticipation of production needs. Our inventories increased from RMB865.3 million as of
December 31, 2024 to RMB1,139.1 million as of September 30, 2025, primarily attributable to (i) an increase in
raw materials and consumables, due to the enhancement of raw material reserves to meet growing market
demand and mitigate the potential impact of fluctuations in raw materials supply; and (ii) an increase in finished
goods due to increased production to support the expansion of our business.
The following is an aging analysis of our inventories as of the dates indicated.
As of December 31, As of September 30,
2022 2023 2024 2025
Within 1 year ....................................... 672,456 680,108 847,010 1,106,875
Over 1 year . . . ..................................... 28,795 30,169 18,297 32,180
Total ............................................ 701,251 710,277 865,307 1,139,055
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FINANCIAL INFORMATION
The following table sets forth a summary of our inventories turnover days for the years/periods indicated:
Year Ended December 31, Nine Months ended September 30,
2022 2023 2024 2025
Inventories turnover days* ......................... 63.6 65.5 59.9 65.2
Note:
* Inventories turnover days were calculated based on the arithmetic mean of opening and closing balance of inventories for the relevant
year/period, divided by our cost of sales for the same year/period and multiplied by (i) 365 days for 2022, 2023 and 366 for 2024, and
(ii) 273 days for the nine months ended September 30, 2025.
Our inventories turnover days were 63.6 days, 65.5 days, 59.9 days and 65.2 days in 2022, 2023, 2024 and the
nine months ended September 30, 2025, respectively. The increase of our inventories turnover days from 2022 to
2023 was mainly due to our increase in inventory reserves to meet higher sales demand given our revenue growth.
The decrease of our inventories turnover days from 2023 to 2024 was mainly due to our rapid increase in revenue in
2024, where the growth in cost of sales significantly outpaced the growth in inventory.
As of December 31, 2025, RMB741.1 million, or 62.3% of our inventories outstanding as of September 30,
2025, was subsequently utilized. Based on our assessments during the Track Record Period, we have made
adequate provisions for our inventories to account for potential uncertainties.
Trade and Other Receivables
Our trade and other receivables primarily represented trade receivables and bills receivables, which
represents receivables arising from the sales of products and provision of services to our customers, and other
receivables, primarily comprising accounts deposits and security deposits and prepaid expenses. All bills
received by us have a maturity period of less than one year. The following table sets forth the breakdown of our
trade and other receivables as of the dates indicated:
As of December 31, As of September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables ............................... 1,904,347 2,300,451 2,652,617 2,926,705
Bills receivables ................................ 537,350 549,187 701,546 746,894
Other receivables ............................... 294,835 265,963 399,824 542,296
(Less): Expected credit loss allowance .............. (132,704) (149,140) (175,319) (181,614)
Trade and Other Receivables, net ................ 2,603,828 2,966,461 3,578,668 4,034,281
Our gross trade and bill receivables increased from RMB2,441.7 million as of December 31, 2022 to
RMB2,849.6 million as of December 31, 2023, and further increased to RMB3,354.2 million as of December 31,
2024 and to RMB3,673.6 million as of September 30, 2025, which was generally in line with the increase in our
revenue for the same years and periods.
Expected credit loss allowance on trade and other receivables increased from RMB132.7 million as of
December 31, 2022, to RMB149.1 million as of December 31, 2023, and further to RMB175.3 million as of
December 31, 2024, reflecting higher trade receivables given our revenue increase. The expected credit loss
allowance on trade and other receivables increased to RMB181.6 million as of September 30, 2025.
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FINANCIAL INFORMATION
The following table sets forth an aging analysis of the net trade receivables based on the date of revenue
recognition, as of the dates indicated:
As of December 31, As of September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 3 months ................................ 1,173,661 1,449,662 1,683,335 1,924,852
Over 3 months but within 6 months ................. 317,606 308,621 300,948 520,598
Over 6 months but within 9 months ................. 68,779 89,921 88,908 103,426
9 months to 1 year .............................. 110,403 168,923 212,088 62,069
1 year to 2 years ................................ 105,712 121,374 153,021 114,997
2 years to 3 years ............................... 6,390 21,463 51,445 29,859
Trade receivables, net .......................... 1,782,551 2,159,964 2,489,745 2,755,801
The following table sets forth a summary of our trade receivables turnover days for the years/periods
indicated:
Year Ended
December 31,
Nine Months ended
September 30,
2022 2023 2024 2025
Trade receivables turnover days* ............................. 120.5 125.8 123.0 117.8
Note:
* Trade receivables turnover days were calculated based on the average of opening and closing balance of trade receivables less allowance
for impairment for the relevant years/period, divided by the revenue for the same year/period and multiplied by (i) 365 days for 2022,
2023 and 366 for 2024, and (ii) 273 days for the nine months ended September 30, 2025.
Our trade receivables turnover days were 120.5 days, 125.8 days, 123.0 days and 117.8 days in 2022, 2023,
2024 and the nine months ended September 30, 2025, respectively, remaining relatively stable throughout the
Track Record Period.
During the Track Record Period, many of our customers are large companies engaging in power generation
and/or transmission industries, or companies with leading industry positions, who enjoy strong pricing power and
are generally hold good credit worthiness and financial position. As a result, we may grant them extended credit
period which further contributed to the long trade receivable turnover days.
We closely monitor development of our outstanding receivable and take proactive measures to minimize
credit risks, as well as liquidity risks associated therein. In particular, our senior management regularly reviews
the recoverability of our outstanding balances and, when appropriate, provides for impairment of these trade
receivables. We also made individual assessment on the recoverability of our trade receivables for certain
customers based on historical settlement record. Trade receivables are written off when there is no reasonable
expectation of recovery. Indicators that there is no reasonable expectation of recovery include the failure of a
debtor to engage in a repayment plan with us and other indicators of severe financial difficulties. We adopt
stringent internal measures to enhance the collection and management of trade receivables. We fully recognize
the fact that many of our customers are large companies engaging in power generation and/or transmission
industries, or companies with leading industry positions. To the best knowledge of our Directors, they enjoy
strong pricing power and are generally hold good credit worthiness and financial position. However, we set the
collection of trade receivable as performance appraisal indicators to our sales team and relevant management
members, and encourage them to actively approach clients to speed up payment.
As of December 31, 2025, RMB 2,001.7 million or 68.4% of our trade receivables outstanding as of
September 30, 2025, was subsequently settled. Based on our assessments during the Track Record Period, we
have made adequate provisions for our trade receivables to account for potential uncertainties.
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FINANCIAL INFORMATION
Contract Assets
Our contract assets represent amounts receivable from customers under product sales and service offering
contracts for which the revenue recognition criteria have been met, but the payment terms extend beyond the
performance obligation period, primarily consisting of retentions with specified collection schedules. For details,
see Note 24 to the Appendix I of this prospectus.
Our contract assets slightly decreased from RMB26.9 million as of December 31, 2022 to RMB24.4 million
as of December 31, 2023, primarily due to a decrease in receivables recognized in accordance with the
fulfillment of the contract in 2023. Our contract assets significantly increased from RMB24.4 million as of
December 31, 2023 to RMB40.2 million as of December 31, 2024, primarily due to an increase in the amount of
retentions we received from customers as a results of the increased sales of our products as the end of the 2024.
Our contract assets further increased to RMB41.5 million as of September 30, 2025, primarily due to the increase
in the amount of retentions resulting from the continuous increase in our revenue.
As of December 31, 2025, RMB14.6 million or 30.2% of our contract assets as of September 30, 2025, was
subsequently certified.
Bank Balances and Cash
Our bank balances and cash primarily consisted of cash and bank balances. Our cash at banks earns interest
at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods within
12 months, depending on the immediate cash requirements of our Group, and earn interest at the respective short-
term time deposit rates. Our bank balances and cash increased from RMB799.8 million as of December 31, 2022,
to RMB939.1 million as of December 31, 2023, and further to RMB967.5 million as of December 31, 2024,
mainly in line with our business expansion. Our bank balance and cash decreased from RMB967.5 million as of
December 31, 2024 to RMB951.6 million as of September 30, 2025, primarily due to primarily due to increased
investments in equipment purchases and factory construction.
Trade and Other Payables
Our trade and other payables primarily consisted of trade and bills payables in relation to purchase of raw
materials from suppliers, and other payables, comprising other accounts payables, project and equipment
payables, and employee compensation payables. Our trade payables are non-interest-bearing and are typically
settled within a period ranging from 30 days to 90 days. Our bills payable are guaranteed by banks in the PRC
and generally have maturities of 6 months to 1 year. The following table sets forth the breakdown of our trade
and other payables as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables ..................................... 614,332 709,886 975,403 1,050,167
Bills payables ...................................... 285,912 342,886 369,105 518,416
Other payables ..................................... 424,560 463,270 555,423 753,413
Total ............................................ 1,324,804 1,516,042 1,899,931 2,321,996
Our trade and other payables increased from RMB1,324.8 million as of December 31, 2022, to
RMB1,516.0 million as of December 31, 2023. This increase was generally in line with the expansion of our
business. Our trade payables further increased from RMB709.9 million as of December 31, 2023, to
RMB975.4 million as of December 31, 2024, mainly due to increased procurement of raw materials and
consumables to meet increased production demands, as well as extended payment terms from suppliers to
support our business expansion. Our trade and other payables increased from RMB1,899.9 million as of
December 31, 2024 to RMB2,322.0 million as of September 30, 2025, primarily due to (i) an increase in other
payables of RMB198.0 million, mainly arising from repurchase obligations under an employee share ownership
plan

 and (ii) an increase in bills payables of RMB149.3 million as we continued to adopt bills settlement for
supplier payments.
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FINANCIAL INFORMATION
The following table sets forth an aging analysis of the trade payables based on the invoice date as of the
dates indicated:
As of December 31, As of September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 180 days ................................... 533,265 639,938 732,030 1,025,101
180 days to one year ................................ 63,620 38,361 168,825 11,472
One to two years ................................... 9,051 15,670 61,004 1,558
Two to three years .................................. 3,630 9,023 3,182 2,638
Over three years ................................... 4,766 6,894 10,362 9,398
Total ............................................ 614,332 709,886 975,403 1,050,167
The following table sets forth a summary of our trade payables turnover days for the years/periods
indicated:
Year Ended December 31,
Nine Months ended
September 30,
2022 2023 2024 2025
Trade payables turnover days* ................................ 53.9 61.5 64.1 65.8
Note:
* Trade payables turnover days were calculated based on the average of opening and closing balance of trade payables for the relevant
years/periods, divided by the cost of sales for the same year/period and multiplied by (i) 365 days for 2022, 2023 and 366 for 2024, and
(ii) 273 days for the nine months ended September 30, 2025.
Our trade payables turnover days were 53.9 days, 61.5 days, 64.1 days and 65.8 days in 2022, 2023, 2024
and the nine months ended September 30, 2025, respectively. The increase of our trade payables turnover days
from 2022 to 2024 was mainly due to our success in extending the payment period with suppliers. Our trade
payables turnover days increased from 64.1 days as of December 31, 2024 to 65.8 days as of September 30,
2025, primarily due to a significant increase in the trade payables balance, mainly to support inventory levels in
line with the increase in our production volume.
As of December 31, 2025, RMB847.8 million or 80.7% of our trade payables outstanding as of
September 30, 2025, was subsequently settled.
Contract Liabilities
Our contract liabilities refer to the advanced payments from our customers for which we had not transferred
the products or services to our customers yet as of the end of each year during the Track Record Period. Our
contract liabilities was RMB71.1 million, RMB90.3 million, RMB79.3 million and RMB83.8 million as of
December 31, 2022, 2023, 2024 and September 30, 2025, respectively. The fluctuation was primarily attributable
to the difference in the settlement methods adopted by our customers, which led to changes in contract payments
received in advance at year-end according to the terms of our contracts with them. As of December 31, 2025,
RMB36.2 million, or 43.2% of our contract liabilities as of September 30, 2025, was subsequently recognized as
revenue.
Financial assets at fair value through profit or loss
Our financial assets at fair value through profit or loss consist of wealth management products issued by
the banks during the Track Record Period. We recorded nil, RMB60.2 million, RMB145.2 million and
RMB120.0 million of financial assets at fair value through profit or loss as of December 31, 2022, 2023 and 2024
and September 30, 2025, respectively.
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FINANCIAL INFORMATION
In determine investment decisions on wealth management products, we take into account a number of
factors, including general economic conditions and market environment, risk control and credit of issuing
financial institutions, our own working capital conditions and the expected profit or potential loss of the
investment. We endeavor to further reduce risks and enhance compliance associated with investments, by, for
example, (i) controlling the amount and scale of investments, (ii) ensuring investments are closely related to our
business operations and financial needs. Our Board of Directors reviews and approves the policy for cash
management related to investments in wealth management products. The Board approves the use of avaliable
cash by the Company and subsidiaries to purchase high-safety, low-risk, and high-liquidity wealth management
products from financial institutions. Our management conducts the review and approval of investment decisions
related to the purchase of wealth management products and is responsible for signing relevant agreements.
Qualified financial personnel with extensive relevant experience from our finance department are responsible for
executing investments in wealth management products in accordance with such agreement and our policy.
Upon Listing, we intend to continue our investments strictly in accordance with our internal policies and
procedures, Articles of Association and compliance requirements under Chapter 14 of the Listing Rules.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Our use of cash primarily related to operating activities and capital expenditure. We have historically
financed our operations primarily through a consolidation of cash flow generated from our operations and bank
borrowings.
The following table sets forth a summary of our cash flows information for the years/periods indicated:
Year Ended December 31,
Nine Months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Net cash flows from operating activities ........... 1,035,843 860,089 942,949 652,542 886,257
Net cash flows used in investing activities .......... (388,275) (390,629) (591,112) (640,705) (621,108)
Net cash flows (used in)/from financing activities .... (517,747) (391,537) (349,464) (188,257) (209,201)
Net increase/(decrease) in cash and cash
equivalents ................................ 129,821 77,923 2,373 (176,420) 55,948
Cash and cash equivalents at beginning of the year . . . 657,398 799,820 879,070 879,070 877,485
Effect of foreign exchange rate changes, net ........ 12,601 1,327 (3,958) 2,999 (1,786)
Cash and cash equivalents at end of the year ..... 799,820 879,070 877,485 705,649 931,647
Net Cash Flows From Operating Activities
Net cash flows from operating activities were RMB886.3 million in the nine months ended September 30,
2025, primarily due to profit before tax of RMB1,036.1 million, adjusted for certain non-cash and/or
non-operating items, mainly including (i) depreciation of property, plant and equipment of RMB202.1 million,
(ii) finance costs of RMB39.3 million, and (iii) depreciation of right-of-use assets of RMB37.0 million.
Adjustments for changes in working capital primarily included (i) increase in trade and other receivables of
RMB645.1 million and (ii) increase in inventories of RMB302.7 million partially offset by an increase in trade
and other payables of RMB622.6 million.
Net cash flows from operating activities were RMB942.9 million in 2024, primarily due to profit before tax
of RMB1,073.9 million, as adjusted for certain non-cash and/or non-operating items, mainly including
(i) depreciation of property, plant, and equipment of RMB239.4 million, (ii) finance costs of RMB60.4 million,
(iii) impairment losses on goodwill of RMB36.5 million, (iv) depreciation of right-of-use assets of
RMB34.6 million, and (v) negative changes in working capital. Adjustments for changes in working capital
primarily included (i) an increase in trade and other receivables of RMB847.6 million and (ii) an increase in
inventories of RMB180.4 million, partially offset by an increase in trade and other payables of
RMB631.7 million.
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FINANCIAL INFORMATION
Net cash flows from operating activities were RMB860.1 million in 2023, primarily due to profit before tax
of RMB872.9 million, as adjusted for certain non-cash and/or non-operating items, mainly including
(i) depreciation of property, plant, and equipment of RMB212.4 million, (ii) finance costs of RMB66.8 million,
(iii) impairment losses on goodwill of RMB28.7 million, (iv) impairment losses on trade receivables of
RMB21.6 million, and (v) negative changes in working capital. Adjustments for changes in working capital
primarily included (i) an increase in trade and other receivables of RMB634.1 million and (ii) an increase in
inventories of RMB26.5 million, partially offset by an increase in trade and other payables of RMB361.0 million.
Net cash flows from operating activities were RMB1,035.8 million in 2022, primarily due to profit before
tax of RMB727.4 million, as adjusted for certain non-cash and/or non-operating items, mainly including
(i) depreciation of property, plant, and equipment of RMB194.4 million, (ii) finance costs of RMB89.6 million,
(iii) amortization of intangible assets of RMB23.9 million, and (iv) positive changes in working capital.
Adjustments for changes in working capital primarily included (i) an increase in inventories of
RMB118.7 million, and (ii) an increase in trade and other receivables of RMB261.2 million, partially offset by
(i) an increase in trade and other payables of RMB383.9 million and (ii) an increase in contract liabilities of
RMB20.9 million.
Net Cash Flows Used in Investing Activities
Net cash flows used in investing activities were RMB621.1 million in the nine months ended September 30,
2025, primarily due to purchase of financial assets at FVTPL of RMB1,125.0 million, property, plant and
equipment of RMB776.1 million, partially offset by proceeds from disposal of financial assets at FVTPL of
RMB1,152.9 million.
Net cash flows used in investing activities were RMB591.1 million in 2024, primarily due to purchases of
property, plant and equipment and intangible assets of RMB519.1 million, partially offset by interests received of
RMB16.7 million.
Net cash flows used in investing activities were RMB390.6 million in 2023, primarily due to purchases of
property, plant and equipment and intangible assets of RMB309.6 million, partially offset by proceeds from
disposal of property, plant and equipment and other assets of RMB29.6 million.
Net cash flows used in investing activities were RMB388.3 million in 2022, primarily due to purchases of
property, plant and equipment and intangible assets of RMB377.9 million, partially offset by proceeds from
disposal of property, plant and equipment and other assets of RMB31.3 million.
Net Cash Flows (Used in)/From Financing Activities
Net cash flows used in financing activities were RMB209.2 million in the nine months ended in
September 30, 2025, primarily consisting of (i) repayment of borrowings of RMB765.3 million, and (ii) payment
for acquisition of additional interests in subsidiaries of RMB344.1 million, partially offset by additions of
borrowings of RMB1,401.5 million.
Net cash flows used in financing activities were RMB349.5 million in 2024, primarily consisting of
(i) dividends paid of RMB211.9 million, (ii) interest paid of RMB56.9 million, and (iii) repayment of lease
liabilities of RMB37.2 million.
Net cash flows used in financing activities were RMB391.5 million in 2023, primarily consisting of
(i) repurchase of shares of RMB100.1 million; (ii) interest paid of RMB69.9 million, (iii) dividends paid of
RMB50.4 million, and (iv) repayment of lease liabilities of RMB16.1 million.
Net cash flows used in financing activities were RMB517.7 million in 2022, primarily consisting of
(i) repayment of lease liabilities of RMB124.8 million, (ii) interest paid of RMB94.1 million, and (iii) dividends
paid of RMB44.1 million, partially offset by capital injection by non-controlling interests in subsidiary of
RMB69.8 million.
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FINANCIAL INFORMATION
Net Current Assets
The table below sets forth the details of our net current assets as of the dates indicated:
As of December 31,
As of
September 30,
As of
December 31,
2022 2023 2024 2025 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
CURRENT ASSETS
Inventories ............................. 701,251 710,277 865,307 1,139,055 1,238,036
Contract assets .......................... 18,728 20,163 32,205 36,251 33,397
Trade and other receivables ............... 2,541,348 2,920,745 3,465,350 3,791,039 3,924,380
Tax recoverable ......................... 7,566 1,303 596 7,393 8,945
Financial assets at fair value through profit or
loss ................................ — 60,245 145,169 120,000 41,772
Restricted bank deposits .................. 2 3 4,154 1,264 1,863 10,805
Pledged bank deposits .................... 64,721 62,140 59,489 32,989 34,028
Bank balances and cash ................... 799,820 939,070 967,510 951,647 1,288,024
Total current assets ..................... 4,133,457 4,718,097 5,536,890 6,080,237 6,579,387
CURRENT LIABILITIES
Trade and other payables ................. 1,324,804 1,516,042 1,899,931 2,321,996 2,488,300
Tax payables ........................... 46,440 63,457 89,497 84,703 82,436
Bank and other borrowings ................ 1,332,271 1,059,933 774,452 1,485,716 1,538,907
Lease liabilities ......................... 16,372 4,937 32,980 39,710 62,847
Contract liabilities ....................... 71,106 90,284 79,306 83,804 94,702
Deferred income ........................ 8,426 8,325 8,474 7,942 13,316
Total current liabilities .................. 2,799,419 2,742,978 2,884,640 4,023,871 4,280,508
NET CURRENT ASSETS ............... 1,334,038 1,975,119 2,652,250 2,056,366 2,298,879
Our net current assets increased from RMB1,334.0 million as of December 31, 2022, to
RMB1,975.1 million as of December 31, 2023, primarily due to (i) an increase in trade and other receivables of
RMB379.4 million; (ii) a decrease in bank and other borrowings of RMB272.3 million; (iii) an increase in bank
balances and cash of RMB139.3 million; and (iv) the addition of financial assets at fair value through profit or
loss of RMB60.2 million. These were partially offset by (i) an increase in trade and other payables of
RMB191.2 million and (ii) an increase in contract liabilities of RMB19.2 million.
Our net current assets further increased from RMB1,975.1 million as of December 31, 2023 to
RMB2,652.3 million as of December 31, 2024, primarily due to (i) an increase in trade and other receivables of
RMB544.6 million; (ii) a decrease in bank and other borrowings of RMB285.5 million; (iii) an increase in
inventories of RMB155.0 million; and (iv) an increase in bank balances and cash of RMB28.4 million. These
increases were partially offset by (i) an increase in trade and other payables of RMB383.9 million; (ii) an
increase in lease liabilities of RMB28.0 million; and (iii) an increase in tax payables of RMB26.0 million.
Our net current assets decreased from RMB2,652.3 million as of December 31, 2024 to
RMB2,056.4 million as of September 30, 2025, primarily due to (i) an increase in trade and other payables of
RMB422.1 million, (ii) bank and other borrowings of RMB711.3 million and (iii) lease liabilities of
RMB6.7 million. There decrease were partially offset by (i) an increase in inventories of RMB273.7 million and
(ii) trade and other receivables of RMB325.7 million.
WORKING CAPITAL SUFFICIENCY
During the Track Record Period, we financed our operations primarily through cash generated from our
operating activities as our principal sources of funding, and our primary uses of cash were to fund our capital
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FINANCIAL INFORMATION
expenditures and working capital. Going forward, we believe that our liquidity requirements will be satisfied
with a combination of our internal resources, cash flows generated from our operating activities and net proceeds
from the Global Offering. As of September 30, 2025, we had cash and cash equivalents of RMB951.6 million.
Taking into account the financial resources available to us, including cash flow from operating activities,
our current cash and cash equivalents and the estimated net proceeds from the Global Offering, our Directors are
of the view that we have available sufficient working capital for our present requirements, that is for at least the
next 12 months from the date of this prospectus.
CAPITAL EXPENDITURE
During the Track Record Period, our Group incurred capital expenditures of RMB451.3 million,
RMB321.1 million, RMB519.1 million and RMB779.8 million in 2022, 2023, 2024 and the nine months ended
September 30, 2025, respectively. Our capital expenditures comprised of purchases of items of property, plant
and equipment and other assets, which were related to production capacity expansion. Our capital expenditure
decreased from RMB451.3 million in 2022 to RMB321.1 million in 2023, primarily due to the completion of the
construction of our manufacturing base in Huizhou in 2023. Our capital expenditure increased to
RMB519.1 million in 2024, primarily due to (i) the commencement of construction of new manufacturing base
located in Huizhou to address our business expansion, (ii) the purchase of equipment for the production of
telecoms cable products to expand capacity in response to growing demand, and (iii) the payment of the final
installment for the construction of manufacturing base in Wuhan Caidian. Our capital expenditure increased to
RMB779.8 million in the nine months ended September 30, 2025, in line with the progress of the construction of
the Huizhou base and the expansion of the telecom cable production line.
CAPITAL COMMITMENTS
As of December 31, 2022, 2023, 2024 and the nine months ended September 30, 2025 we had capital
commitments of RMB19.1 million, RMB20.3 million, RMB470.6 million and RMB1,044.8 million, respectively,
which were in relation to capital expenditure in respect of the acquisition of property and equipment, intangible
assets, and associates contracted for but not provided in the historical financial information. Our capital
commitment increased from 2023 to 2024, primarily due to (i) the acquisition of equipment in Vietnam and the
Huizhou manufacturing bases to expand production capacity in response to growing demand, and (ii) the
acquisition of property for the construction of manufacturing bases in Huizhou. Our capital commitment further
increased in the nine months ended September 30, 2025, primarily due to (i) the acquisition of property and
equipment for the construction of manufacturing base in Huizhou and the expansion of telecom cable production
lines, and (ii) the acquisition of property in Malaysia for the construction of manufacturing base.
INDEBTEDNESS
Our indebtedness mainly included bank and other borrowings and lease liabilities during the Track Record
Period. The following table sets forth the breakdown of our indebtedness as of the dates indicated:
As of December 31,
As of
September 30,
As of
December 31,
2022 2023 2024 2025 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Current
Bank and other borrowings ................ 1,332,271 1,059,933 774,452 1,485,716 1,538,907
Lease liabilities ......................... 16,372 4,937 32,980 39,710 62,847
Non-current
Bank and other borrowings ................ 554,675 622,632 901,473 826,638 806,381
Lease liabilities ......................... 37,543 32,338 193,410 178,433 236,672
Total ................................. 1,940,861 1,719,840 1,902,315 2,530,497 2,644,807
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FINANCIAL INFORMATION
As of December 31, 2025, we had outstanding indebtedness representing interest-bearing bank and other
borrowings of RMB2,345.3 million and lease liabilities of RMB299.5 million.
Except as disclosed in the table above, we did not have any material mortgages, charges, debentures, loan
capital, debt securities, loans, bank overdrafts or other similar indebtedness, finance lease or hire purchase
commitments, liabilities under acceptances (other than normal trade bills), acceptance credits, which are either
guaranteed, unguaranteed, secured or unsecured, or guarantees or other contingent liabilities as of December 31,
2025. Since December 31, 2025 and up to the date of the prospectus, there had not been any material change to
our indebtedness.
Bank and Other Borrowings
As of December 31,
As of
September 30,
As of
December 31,
2022 2023 2024 2025 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Bank borrowings
Secured ........................... 735,576 537,131 621,736 804,495 799,640
Unsecured ......................... 432,269 794,311 614,688 1,047,947 1,141,388
Subtotal, bank borrowings ............... 1,167,845 1,331,442 1,236,424 1,852,442 1,941,028
Bank borrowings under supplier finance
arrangement .......................... 94,482 18,653 51,049 40,486 39,424
Endorsed bills .......................... 317,825 332,470 388,452 419,426 364,836
Bonds ................................ 306,794 — — — —
Total ................................. 1,886,946 1,682,565 1,675,925 2,312,354 2,345,288
Our interest-bearing bank and other borrowin-gs primarily consisted of bank loans and other borrowings. As
of December 31, 2022, 2023, 2024 and September 30, 2025, our bank and other borrowings were
RMB1,886.9 million, RMB1,682.6 million, RMB1,675.9 million and RMB2,312.4 million, respectively.
As of December 31, 2022, 2023, 2024 and September 30, 2025, the range of the effective interest rate of our
bank loans was 3.35% to 5.94% per annum, 2.70% to 5.94% per annum, 2.60% to 4.40% per annum and 2.25%
to 2.90% per annum, respectively. All of our interest-bearing bank loans and other borrowings are denominated
in RMB. During the Track Record Period, we provided invoice discounting financial arrangements to our
suppliers upon their requests. As of December 31, 2022, 2023, 2024 and September 30, 2025, we had bank
borrowings under such supplier finance arrangement of RMB94.5 million, RMB18.7 million, RMB51.0 million
and RMB40.5 million, respectively. Under such finance arrangement:(i) our payment obligations under the
electronic debt certificate are unconditional and irrevocable, and are not affected by any commercial disputes
between parties involved in the transfer of the electronic debt certificate, and (ii) we are required to pay the
holder of the electronic certificate an amount equivalent to the amount under the electronic debt certificate on
each payment date.
As of September 30, 2025, we had banking facilities of RMB536.3 million, of which RMB276.3 million had
been utilized. In addition, during the Track Record Period and up to the Latest Practicable Date, we did not have
any material defaults or breaches of covenants in repayment of indebtedness.
Lease Liabilities
We recognize lease liabilities at the commencement date of the lease at the present value of lease payments
to be made over the lease term. In calculating the present value of lease payments, we use the incremental
borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily
determinable. We had lease liabilities of RMB53.9 million, RMB37.3 million, RMB226.4 million,
RMB218.1 million and RMB299.5 million as of December 31, 2022, 2023, 2024, September 30, 2025 and
December 31, 2025, respectively.
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FINANCIAL INFORMATION
During the Track Record Period and up to the Latest Practicable Date, we did not encounter any difficulty in
obtaining bank loans and banking facilities.
CONTINGENT LIABILITIES
As of December 31, 2022, 2023, 2024 and September 30, 2025, we did not have any contingent liabilities.
KEY FINANCIAL RATIOS
The table below sets forth our key financial ratios for the years/as of the dates indicated:
As of/Year Ended December 31,
As of/Nine Months
ended September 30,
2022 2023 2024 2025
Gross profit margin (1) ................................ 30.2% 31.3% 30.5% 30.9%
Net profit margin (2) .................................. 12.3% 13.2% 13.3% 14.5%
Return on equity (3) .................................. 14.8% 14.8% 15.9% 14.0%
Return on total assets (4) ............................... 8.2% 8.8% 9.6% 8.1%
Current ratio(5) ..................................... 1.48 1.72 1.92 1.51
Gearing ratio(6) ..................................... 40.4% 31.5% 31.0% 39.1%
Debt to equity ratio (7) ................................ 23.8% 14.3% 15.3% 24.4%
Notes:
(1) Gross profit margin was calculated based on gross profit divided by revenue for the respective year/period.
(2) Net profit margin was calculated based on net profit after taxes divided by revenue for the respective year/period.
(3) Return on equity was calculated based on net profit of the respective year/period, divided by the arithmetic mean of the opening and
closing balances of total equity and multiplied by 100%.
(4) Return on total assets was calculated based on net profit of the respective year/period, divided by the arithmetic mean of the opening and
closing balances of total assets and multiplied by 100%.
(5) Current ratio was calculated based on the total current assets divided by the total current liabilities as of the relevant dates.
(6) Gearing ratio was calculated based on interest-bearing bank and other borrowings divided by total equity as of the relevant dates and
multiplied by 100%.
(7) Debt to equity ratio was calculated based on interest-bearing bank and other borrowings net of cash and cash equivalents divided by total
equity as of the relevant date and multiplied by 100%.
RELATED PARTY TRANSACTIONS
During the Track Record Period, we had entered into certain related party transactions. For more details, see
Note 39 to the Accountants’ Report in Appendix I to this prospectus.
Our Directors confirm that, all material related party transactions during the Track Record Period 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, and would not distort our results of operations over the Track Record Period or make our historical results
over the Track Record Period not reflective of our expectations for our future performance. The pricing for the
related party transactions was primarily based on (i) arm’s length negotiation; (ii) comparable market price;
(iii) the total sales/purchase volume of the transaction. The pricing and credit terms for the related party
transactions are comparable those similar transactions with the Independent Third Parties and no favorable terms
has been granted to/by such related party. The prices are mutually agreed after taking the prevailing market
prices into consideration. The transactions were trade in nature, and our Directors and management will consider
a series of factors to determine whether to continue such an arrangement upon Listing and the Global Offering, in
the best interest of our Group.
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FINANCIAL INFORMATION
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we had not entered into any off-balance sheet transactions.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to a variety of financial risks, including credit risk, liquidity risk, and market risk. Our
overall risk management program focuses on the unpredictability of financial markets and seeks to minimize
potential adverse effects on our Group’s financial performance. For more details, see Note 37 to the Accountants’
Report in Appendix I to this prospectus.
Credit Risk
Credit risk refers to the risk that our counterparties default on their contractual obligations resulting in
financial losses to us. Our credit risk exposures are primarily attributable to trade and bills receivable, contract
assets, other receivables, restricted and pledged bank deposits and bank balances. We do not hold any collateral
or other credit enhancements to cover our credit risks associated our its financial assets.
In order to minimize the credit risk, the potential customer’s credit quality and defines credit limits by
customer and the credit limits assigned to each customer is regularly reviewed by our management. Follow-up
actions are taken by us to recover overdue debts if any. We only accepts bills issued or guaranteed by reputable
PRC banks if trade receivables are settled by bills and therefore our management considers the credit risk arising
from the endorsed bills is significantly reduced. In addition, we review the recoverable amount of each individual
trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable
amounts.
For trade receivables and contract assets, our management assesses the collectability of the trade receivables
and contract assets regularly individually and/or collectively for the determination of any loss allowance for the
trade receivables and contract assets by taking into account the customers’ financial condition, current
creditworthiness, past settlement history, business relationship with us and other factors such as current market
conditions.
For other receivables, our management considers the historical data, current and forecast of the economic
environment of the debtors operate. The credit risk on the other receivables are insignificant as the probability of
default is significantly reduced after assessing the counterparties’ financial background and creditability.
For bills receivables, our management considers the historical data, current and forecast of the economic
environment of the debtors operate. The credit risk on the bills receivables are significantly reduced as the
probability of default is considered minimal after assessing the counterparties’ financial background and
creditability.
Furthermore, credit risk on restricted and pledged bank deposits and bank balances is limited because the
counterparties are reputable banks with high credit ratings assigned by international credit agencies or state-
owned banks in the PRC.
For more details, see Note 37 to the Accountants’ Report in Appendix I to this prospectus.
Liquidity Risk
In the management of the liquidity risk, we monitor and maintain a level of cash and cash equivalents
deemed adequate by the management to financial our operations and mitigate the effects of fluctuations in cash
flows. Our management monitors the utilization of bank borrowings and ensures compliance with loan
covenants.
For more details, see Note 37 to the Accountants’ Report in Appendix I to this prospectus.
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FINANCIAL INFORMATION
Market Risk
Currency risk
We undertake certain transactions denominated in foreign currencies, which expose us to foreign currency
risk. We currently do not use derivative financial instrument to hedge the foreign exchange risk. We manage the
foreign currency risk by closely monitoring the movement of the foreign currency rate. Our foreign currency
monetary assets are mainly trade and other receivables and bank balances and deposits, and our foreign currency
monetary liabilities are mainly trade and other payables.
Interest rate risk
Our interest rate risk arises primarily from bank balances and deposits, bank and other borrowings and lease
liabilities. Bank balances and deposits at variable rates and fixed rates expose us to cash flow interest rate risk
and fair value interest rate risk, respectively. Our bank balances and deposits are placed with banks, and our
management manages this risk by placing deposits at various maturities and interest rate terms. We are also
exposed to fair value interest rate risk for fixed rate bank and other borrowings and lease liabilities. Our cash
flow interest rate risk is mainly concentrated on the fluctuations of the market rates from bank balances. We
currently do not hedge our exposure to cash flow and fair value interest rate risk since we consider our exposure
of cash flow interest rate risk arising from variable-rate bank balances and term deposits to be insignificant.
Price risk
Equity price risk relates to the risk that the fair values or future cash flows of a financial instrument will
fluctuate because of changes in market prices (other than changes in interest rates and foreign exchange rates).
We are exposed to price risk arising from listed equity securities classified as FVTOCI as of December 31, 2022,
2023, 2024 and September 30, 2025. For details, including a sensitivity analysis thereto, please see Note 37 to the
Accountants’ Report in Appendix I to this prospectus.
Capital Management
We manage our capital to ensure that entities in the Group will be able to continue as a going concern while
maximizing the return to shareholders through the optimization of the debt and equity balance. Our overall
strategy remains unchanged during the Track Record Period.
The capital structure of the Group consists of net debt, which includes the bank and other borrowings and
lease liabilities disclosed in Notes 28 and 29 respectively, net of cash and cash equivalents and equity attributable
to owners of the Company, comprising issued share capital, retained profits and other reserves.
Our Directors review the capital structure on a regular basis and consider the cost of capital and the risks
associated with each class of capital. Based on recommendations of our Directors, we will balance its overall
capital structure through the maturity of lease liabilities as well as new share issues and increase of banking
facilities or redemption of existing debt. In addition, our management considers that the carrying amounts of
financial assets and financial liabilities recorded at amortized cost in the historical financial information
approximate their fair values at the end of each reporting period based on discounted cash flow analysis.
For details, please see Note 37 to the Accountants’ Report in Appendix I to this prospectus.
Upon the Listing and Global Offering, investments will comply with Chapter 14 of the Listing Rules.
DIVIDENDS
On June 13, 2022, we paid a final dividend of RMB44.1 million (RMB0.35 per 10 A Shares) for the
year ended December 31, 2021. On May 29, 2023, we paid a final dividend of RMB50.4 million (RMB0.40 per
10 A Shares) for the year ended December 31, 2022. On May 29, 2024, we paid a final dividend of
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FINANCIAL INFORMATION
RMB211.9 million (RMB1.70 per 10 A Shares) for the year ended December 31, 2023. On June 23, 2025, we
paid a final dividend of RMB170.7 million (RMB1.37 per 10 A Shares) for the year ended December 31, 2024.
Upon completion of the Global Offering, we may distribute dividends in the form of cash or by other means
permitted by our Articles of Association. Any proposed distribution of dividends shall be formulated by our
Board and will be subject to approval of our Shareholders. A decision to declare or to pay any dividends in the
future, and the amount of any dividend, will depend upon a number of factors, including our earnings and
financial condition, operating requirements, capital requirements, business prospects, statutory, regulatory and
contractual restrictions on our declaration and payment of dividends, and any other factors that our Directors may
consider important.
There is no assurance that dividends of any amount will be declared or be distributed in any year. Currently,
we do not intend to adopt a formal dividend policy or a fixed dividend distribution ratio following the Global
Offering.
PROFIT ESTIMATE FOR THE YEAR ENDED DECEMBER 31, 2025
On the basis set out in Appendix IIB to this prospectus, and in the absence of unforeseen circumstances, we
estimate our unaudited consolidated profit attributable to owners of our Company for the year ended
December 31, 2025 to be not less than RMB1.1 billion . For details about our consolidated profit attributable to
owners of our Company for the year ended December 31, 2025, see “Appendix IIB—Profit Estimate.”
DISTRIBUTABLE RESERVES
As of September 30, 2025, the Company had retained profits of RMB1,987.4 million, which could be
distributed subject to current Articles of Association of the Company and the PRC Company Law. However,
such retained profits were restricted from distribution pursuant to certain covenants under bank borrowing
agreements between the Company and relevant banks that requested no dividend distribution when the Company
recorded net losses, or its profit after tax was insufficient to cover the accumulated losses, or its profit before tax
was insufficient to fulfill interest, principal and expense payment obligations under such borrowing agreements.
LISTING EXPENSE
Listing expenses to be borne by us are estimated to be approximately RMB70.6 million (HK$78.8 million)
(including underwriting commission), at the Offer Price of HK$20.09 per Share, among which (i) underwriting-
related expenses, including underwriting commission and other expenses are approximately RMB42.8 million
(HK$47.8 million) and (ii) non-underwriting-related expenses are approximately RMB27.8 million
(HK$31.0 million), comprising (a) fees and expenses of legal advisers and accountants of approximately
RMB19.5 million (HK$21.8 million) and (b) other fees and expenses of approximately RMB8.3 million
(HK$9.2 million). As of September 30, 2025, we incurred a total of RMB14.2 million (HK$15.9 million) in
Listing expenses, among which RMB0.6 million (HK$0.7 million) were recognized in our consolidated
statement of profit or loss, and RMB13.6 million (HK$15.2 million) were directly attributable to the offering and
listing of our Offer Shares and will be deducted from equity upon the Listing.
We estimate that additional Listing expenses of approximately RMB56.4 million (HK$62.9 million), based
on the Offer Price of HK$20.09 per Offer Share) will be incurred by us, approximately RMB1.7 million
(HK$1.9 million) of which is expected to be charged to our statements of profit or loss, and approximately
RMB54.7 million (HK$61.0 million) of which is directly attributable to the offering and listing of our Offer
Shares and will be deducted from equity upon the Listing. Our listing expenses as a percentage of gross proceeds
is 2.80%. The listing expenses above are the latest practicable estimate for reference only, and the actual amount
may differ from this estimate.
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE
ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets of our Group
prepared in accordance with Rule 4.29 of the Listing Rules and with reference to Accounting Guideline 7
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FINANCIAL INFORMATION
“Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the Hong Kong
Institute of Certified Public Accountants and is set out below to illustrate the effect of the Global Offering on the
consolidated net tangible assets of our Group attributable to the equity shareholders of our Company as of
September 30, 2025 as if the Global Offering had taken place on September 30, 2025.
The unaudited pro forma statement of adjusted consolidated net tangible assets has been prepared for
illustrative purposes only and because of its hypothetical nature, it may not give a true picture of the consolidated
net tangible assets of our Group attributable to equity shareholders of our Company had the Global Offering been
completed as of September 30, 2025 or any future date.
Consolidated
net tangible
assets of the
Group attributable
to owners of the
Company as of
September 30, 2025
Estimated net
proceeds from
the Global
Offering
Unaudited
pro forma
adjusted
consolidated
net tangible
assets of the
Group
attributable to
owners of the
Company as
of September 30,
2025
Unaudited
pro forma
adjusted
consolidated
net tangible assets
of the Group
attributable to
owners of the
Company as of
September 30, 2025
per Share
RMB’000 RMB’000 RMB’000 RMB HK$
(Note 1) (Note 2) (Note 3) (Note 4)
Based on an Offer Price of HK$20.09 per
Share ............................ 5,457,233 2,441,066 7,898,299 5.70 6.38
Notes:
(1) The consolidated net tangible assets of the Group attributable to owners of the Company as of September 30, 2025 is extracted from
“Appendix I—Accountants’ Report” to the prospectus, which is based on the audited consolidated net assets of the Group attributable to
owners of the Company as of September 30, 2025 of approximately RMB6,173,520,000 less goodwill of approximately
RMB694,828,000 and intangible assets of approximately RMB21,459,000 as of September 30, 2025.
(2) The estimated net proceeds from the Global Offering are based on the 139,988,800 Offer Shares at Offer Price of HK$20.09 per Offer
Share, after deduction of the underwriting fees and other related expenses payable by the Group (excluding the listing expenses that have
been charged to profit or loss during the Track Record Period). The estimated net proceeds from the Global Offering are converted from
Hong Kong dollars into Renminbi at an exchange rate of HK$1.12 to RMB1, which was the exchange rate prevailing on January 27,
2026. No representation is made that Renminbi amounts have been, could have been or could be converted to Hong Kong dollars, or vice
versa, at that rate.
(3) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company per Share is
calculated based on 1,386,322,362 Shares (excluding treasury shares) in issue immediately following the completion of the Global
Offering had it been completed as of September 30, 2025.
(4) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners to owners of the Company per
Share is converted from RMB into Hong Kong dollars at an exchange rate of HK$1.12 to RMB1. No representation is made that
Renminbi amounts have been, could have been or could be converted to Hong Kong dollars, or vice versa, at that rate.
(5) No adjustment has been made to the unaudited pro forma adjusted net tangible assets of the Group attributable to owners of the Company
to reflect any trading results or other transactions of the Group entered into subsequent to September 30, 2025.
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
Our Directors confirm that, up to the date of this prospectus, there had been no material adverse change in
our financial, operational or prospects since September 30, 2025, being the latest balance sheet date of our
consolidated financial statements in the Accountants’ Report in Appendix I to this prospectus.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, there was no circumstance that would give rise
to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.
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FUTURE PLANS AND USE OF PROCEEDS
FUTURE PLANS AND PROSPECTS
See “Business — Development Strategies” in this prospectus for a detailed description of our future plans.
USE OF PROCEEDS
We estimate the net proceeds of the Global Offering which we will receive, assuming an Offer Price of
HK$20.09 per Offer Share (being the maximum amount of the Offer Price range stated in the prospectus), will be
approximately HK$2,733.6 million, after deduction of underwriting fees and commissions and estimated
expenses payable by us in connection with the Global Offering.
In accordance with our strategy, we plan to use the proceeds for the following intended purposes in the
amounts set forth below:
• 45%, or approximately HK$1,240.8 million, will be used to diversify our product portfolio and upgrade
our products to expand our business scope and increase our market share and penetration, so as to
consolidate our leading position in the electronic communication and electrical power transmission
industries, including:
O 28%, or approximately HK$773.1 million, will be used for product development and production
capacity expansion of our electronic communications business and to enhance overall product
performance. Specifically, we plan to
O (i) increase our investment in the R&D for products under our electronic communications
business, and continue to innovate in materials science and production processes to achieve
rapid iteration to meet the evolving needs of our end-users. In particular, to meet market
demands from high-value application areas such as electric vehicles, grid modernization, and
medical devices, we intend to focus on developing (a) dual-wall tubing, including dual-wall
tubing for automotive applications capable of withstanding higher temperatures (up to
200°C) than existing products; highflow, high-temperature, self-curing dual-wall heat-
shrinkable tubing applicable in aerospace, automotive, and robotics fields, featuring a lower
softening point, higher flowability, stronger adhesion, and superior sealing compared to
existing products; and high-flame-retardant dual-wall heat-shrinkable tubing with stronger
flame resistance, radiation resistance, and salt/alkali resistance than existing products,
designed for aerospace, automotive, and marine applications requiring high flame-retardant
ratings and resistance to harsh environmental conditions, (b) busbar insulation sleeves,
including cast resin insulated tubular busbar and liquid-cooled busbar, exhibit stronger
current-carrying capacity, superior insulation performance, and enhanced product reliability
compared to existing products, and (c) medical-grade heat-shrinkable products for minimally
invasive interventional procedures. We expect to complete the research and development of
the above products progressively during 2026 and 2027; and
O (ii) strengthen our mass production capacity and delivery efficiency by optimizing production
capacity and production resource allocation for our electronic communications products, such
as heat-shrinkable tubings, dual-wall tubings, busbar insulation tubings. Driven by the
development of new energy, rail transportation, and intelligent manufacturing industries,
high-performance heat-shrinkable materials, based on their excellent insulation, corrosion
resistance, and waterproof protection, are increasingly used in applications such as wiring for
industrial robots, control systems for smart factories, and cables and connectors for rail
transit. The market size of heat-shrinkable materials in China and the global market is
expected to sustain steady growth from 2025 to 2030, according to F&S. In response to the
growing demand in such markets, we plan to expand the existing production base Huizhou
Shuikou Plant in Huizhou. These new production facilities for electronic materials products
will increase our production capacity in such products of approximately 23.5%, or
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FUTURE PLANS AND USE OF PROCEEDS
1,311.6 million meters, compared to 5,584.8 million meters in 2024. The expansion of the
facility of the Huizhou Shuikou Plant is expected to commence in 2026 and be completed in
2027. We also plan to establish a new manufacturing base in East China. This base will
primarily produce the electronic material products, with an estimated annual production
capacity of approximately 612 million meters. The construction is expected to commence in
2026, and production will begin in 2028; and
O 17%, or approximately HK$467.6 million, will be used for product development and production
capacity expansion of our electrical power transmission product business. Specifically, we plan to
O (i) increase our investment in R&D for NEV power transmission products and power
transmission products for stations and grids, and continue to innovate in materials science
and production processes to improve product performance. In particular, we will invest in
development of products aligning with the national strategy promoting development of
alternative energy, such as technological breakthroughs in high-power charging guns and
charging gun communication modules for NEVs and development of (a) innovative cable
accessories for all voltage levels, capable of operating at ultra-high voltage levels exceeding
those of existing products (up to 500kV/750kV), suitable for new energy storage projects and
ultra-high voltage grid upgrade projects, (b) cable accessories used in nuclear power
scenarios, which demonstrate significantly longer service life under high-temperature
conditions, along with superior insulation and flame-retardant performance compared to
existing products, and (c) offshore wind power-related products featuring superior corrosion
resistance, waterproof sealing, electrical insulation, and reliability compared to existing
products. We expect to complete the research and development of the above products
progressively during 2026 and 2027. We will also focus on technological upgrades to
improve performance of existing product portfolios, including enhancement on product
stability in complex environments while strengthening safety protection features, reducing
failure risks under extreme operating conditions, as well as production process optimizations
and quality control system enhancement; and
O (ii) strengthen our mass production capacity and delivery efficiency by optimizing production
capacity and production resource allocation for electrical power transmission product. Driven
by the increased production and sales of NEVs, the market for charging guns growing
rapidly. The Chinese government has simultaneously introduced supportive policies to
accelerate the adoption of NEVs and increased investments to promote the ongoing
development of charging stations and supporting infrastructure, creating a vast market for
NEVs charging products. Our liquid-cooled supercharging technology, with its efficient heat
dissipation and charging performance, has become a key technology for enhancing the
charging efficiency of new energy vehicles. In response to the growing demand in such
markets, we plan to expand the existing production base Wuhan Caidian Plant in Wuhan for
NEV power transmission products allowing us to increase our production capacity in such
products of approximately 18.0%, or 575.6 thousand units, as compared to 3.2 million units
in 2024. The expansion of the facility of the Wuhan Caidian Plant is expected to commence
in 2026 and be completed in 2027;
• 27%, or approximately HK$727.4 million, will be used to expand our global business footprint and
enhance our production capacity in China and Malaysia to meet the growing demand from
fast-growing overseas markets. Specifically to:
O 20%, or approximately HK$557.3 million will be used to (i) establish an new intelligent
manufacturing base for telecoms cables and electronic material products in Johor, Malaysia,
which is expected to commence operation in 2028; (ii) construct the second phase of the
manufacturing base in Malaysia, including payments for land acquisition and plant
construction. The production will begin in 2028.
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FUTURE PLANS AND USE OF PROCEEDS
O 2%, or approximately HK$62.2 million will be used to enhance technological innovation and
process upgrades in our operations in China and Malaysia to better meet overseas market
demand. In particular, we intend to focus on developing products serving telecommunication
and alternative energy sectors, which comply with international standards, such as EU CE
and US UL, through equipment and process upgrades. In the meantime, we will invest in
enhancing logistics management along with production expansion, so that we may reduce
response times and enhance coverage on emerging markets;
O 4%, or approximately HK$107.9 million will be used to establish our own global talent pool
in Malaysia. In particular, to support our strategic plan on technological innovation and
global production capacity layout, we intend to recruit (a) engineers (with bachelor’s degree
or higher) to strengthen technical support; (b) marketing and sales staff with rich experience
and strong resources in relevant regions; (c) administration staff (with bachelor’s degree or
higher, overseas study or work experience) to support global coordination of our business
operations; (d) technical staff (with bachelor’s degree or higher); and (e) sufficient
production workers and logistics personnel in line with development of overseas production
and operations. In line with our current development plan, we expect to recruit nearly
180 employees by 2028;
We will continuously optimize relevant measures in line with development of overseas market dynamics to
enhance customer satisfaction and our competitiveness. We believe that this will diversify our customer base and
further strengthen our global leadership position;
• 18%, or approximately HK$492.0 million, will be used for potential strategic investments and/or
acquisitions. Specifically, we plan to seek suitable strategic investments and/or acquisitions to expand
our R&D capabilities and expertise, strengthen our presence across the value chain through resource
integration, ensure the stability of our supply chain and better meet the needs of downstream
application scenarios.
O We are particularly interested in midstream and/or upstream enterprises involved in key
components of our industry value chain within the fields of electronic materials, telecom cables,
and NEV charging connectors etc., which can enhance our technological capabilities and
strengthen supply chain resilience. We are also interested in our industry peers which are capable
of enriching our product portfolio and expanding our market coverage. We prioritize partners who
demonstrate business synergies across technology R&D, manufacturing, market channels, and
supply chain management with us, while also exhibiting proven financial performance and
innovative R&D capabilities.
O In selecting suitable acquisition targets, we intend to look into following key factors: (i) whether
the target company has strong expertise and industry experience in high-speed data
communication or electrical power transmission sectors. It shall possess solid R&D capabilities
and project delivery capacity that can align with our core technology strength; (ii) the target
company shall be able to create synergies with our existing business and product lines, from
supplementing value chain and/or our core technology capability, to enhance our capability to
improve industry leadership, so that we can better serve needs from downstream application
scenarios; and (iii) the target company must be free of major legal disputes or compliance risks
and have a ready and well-defined intellectual property system to effectively avoid potential
patent disputes.
O In addition, we will review the target company’s financial health indicators to identify companies
that are profitable, or those demonstrating a significant dedication to R&D, where R&D expenses
account for no less than 20% of their total revenue. According to F&S, there are sufficient
available targets in market that can meet our selection criteria.
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FUTURE PLANS AND USE OF PROCEEDS
O According to F&S, there are approximately 10,000 companies that meet our selection criteria. We
will consider acquiring minority interests in a larger target or controlling interests in small- to
medium- sized target, depending on the size and business portfolio of the target and the outcome
of commercial negotiations. As of the Latest Practicable Date, we had not identified any specific
targets for investment and/or acquisition; and
• 10%, or approximately HK$273.4 million will be used for the working capital and general corporate
purposes.
In accordance with our above strategy, we intend to use our proceeds from the Global Offering for the
purposes and in the amounts set forth below:
Year ending December 31,
Approximate
% of the
total
proceeds2026 2027 2028 2029 Total
(HK$
in million)
Diversifying our product
portfolio and upgrading
our products ...........
Product development and
production capacity expansion
of our electronic
communications business ..... 4 1 % 2 9 % 2 3 % 7 % 773.1 28%
Product development and
production capacity expansion
of our electrical power
transmission product
business .................. 3 8 % 2 8 % 2 2 % 1 1 % 467.6 17%
Expand our global business footprint ..................... 4 4 % 4 7 % 4 % 5 % 727.4 27%
Potential strategic investments and/or acquisitions .......... – * – * – * – * 492.0 18%
Working capital and general corporate purposes ............ 2 5 % 2 5 % 2 5 % 2 5 % 273.4 10%
Note:
* As of the Latest Practicable Date, we had not identified any specific targets for investment and/or acquisition; therefore, we have not yet
determined the timeframe for implementation.
The above allocation of the proceeds will be adjusted on a pro rata basis in the event that the Offer Price is
fixed at a lower level compared to the highest point of the estimated Offer Price range.
To the extent that the net proceeds from the Global Offering are not immediately applied to the above
purposes, we will only hold such funds in short-term interest-bearing accounts at licensed commercial banks and/
or other authorized financial institutions (as defined under the Securities and Futures Ordinance or the applicable
laws and regulations in other jurisdictions).
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UNDERWRITING
HONG KONG UNDERWRITERS
China Securities (International) Corporate Finance Company Limited
China Merchants Securities (HK) Co., Limited
Shanxi Securities International Limited
DBS Asia Capital Limited
Futu Securities International (Hong Kong) Limited
Tiger Brokers (HK) Global Limited
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering. The Hong Kong
Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional basis. Our Company
expects the International Offering to be fully underwritten by the International Underwriters. If, for any reason,
the Offer Price is not agreed between the Sponsor-overall Coordinators (for themselves and on behalf of the
Underwriters) and our Company, the Global Offering will not proceed and will lapse.
The Global Offering comprises the Hong Kong Public Offering of initially 13,999,000 Hong Kong Offer
Shares and the International Offering of initially 125,989,800 International Offer Shares, subject, in each case, to
reallocation on the basis as described in “Structure of the Global Offering” in this prospectus.
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
The Hong Kong Underwriting Agreement was entered into on February 4, 2026. As described in the Hong
Kong Underwriting Agreement, we are offering the Hong Kong Offer Shares for subscription on and subject to
the terms and conditions of 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 pursuant to the Global Offering as mentioned herein and the listing and permission not having
been revoked and (b) certain other conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong
Underwriters have agreed severally (but not jointly) to subscribe or procure subscribers for their applicable
proportion of the Hong Kong Offer Shares which are now being offered but are not taken up under the
Hong Kong Public Offering on and subject to the terms and conditions of this prospectus and the Hong Kong
Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional upon and subject to, among other things, the
International Underwriting Agreement having been signed and becoming unconditional and not having been
terminated in accordance with its terms.
Grounds for Termination
The Sponsor-overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters), in their
sole and absolute discretion, shall have the right by giving a written notice to our Company to terminate the Hong
Kong Underwriting Agreement with immediate effect if, any of the following events shall occur prior to 8:00
a.m. on the Listing Date:
(a) there develops, occurs, exists or comes into force:
(i) any new law or regulation or any change or development involving a prospective change in existing
law or regulation, or any change or development involving a prospective change in the interpretation or
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UNDERWRITING
application thereof by any court or other competent authority in or affecting Hong Kong, the PRC, the
United States or other jurisdictions relevant to the Company (each a “ Relevant Jurisdiction”); or
(ii) any change or development involving a prospective change, or any event or series of events likely to
result in a change or prospective change, in local, national, regional or international financial, political,
military, industrial, economic, fiscal, regulatory, currency, credit or market conditions or sentiments,
equity securities or other financial markets (including, without limitation, conditions and sentiments in
stock and bond markets, money and foreign exchange markets, the inter-bank markets and credit
markets) or currency exchange rate or controls in or affecting any Relevant Jurisdictions; or
(iii) any event or series of local, national, regional or international events in the nature of force majeure
including, without limitation, acts of government, declaration of a regional, national or international
emergency or war, calamity, crisis, economic sanctions, strikes, other industrial actions, lock-outs, fire,
explosion, flooding, tsunami, earthquake, volcanic eruption, civil commotion, riots, public disorder,
paralysis in government operations, acts of war, acts of God, epidemic, pandemic, outbreak or
escalation of infectious disease, (including without limitation COVID-19, SARS, MERS, H5N1,
H1N1, swine or avian influenza or such related/mutated forms), accident or interruption or delay in
transportation) in or affecting any of the Relevant Jurisdictions, or without limiting the foregoing, any
local, national, regional or international outbreak or escalation of hostilities (whether or not war is or
has been declared), act of terrorism (whether or not responsibility has been claimed), or other state of
emergency or calamity or crisis in or affecting any of the Relevant Jurisdictions; or
(iv) the imposition or declaration of (A) any moratorium, suspension or limitation (including without
limitation, any imposition of or requirement for any minimum or maximum price limit or price range)
on trading in shares or securities generally on the Stock Exchange, the Shanghai Stock Exchange, the
Shenzhen Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market or the
London Stock Exchange; (B) any moratorium, suspension or limitation (including without limitation,
any imposition of or requirement for any minimum or maximum price limit or price range) in or on
trading in any securities of the Company listed or quoted on a stock exchange or an over-the-counter
market or (C) any moratorium on banking activities in or affecting any of the Relevant Jurisdictions or
any disruption in commercial banking or foreign exchange trading or securities settlement or clearing
services in those places or jurisdictions; or
(v) other than with the prior written consent of the Joint Sponsors, the issue or requirement to issue by the
Company of a supplement or amendment to the Prospectus, the offering circular, the CSRC Filings or
other documents in connection with the offer and sale of the Offer Shares pursuant to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance or the Listing Rules or upon any requirement
or request of the Stock Exchange, the SFC and/or the CSRC; or
(vi) any (A) change or prospective change in taxation, exchange controls, currency exchange rates or
foreign investment regulations (including, without limitation, a devaluation of the Hong Kong dollar or
Renminbi against any foreign currencies, a change in the system under which the value of the Hong
Kong dollar is linked to that of the United States dollar or the Renminbi is linked to any foreign
currency or currencies), or the implementation of any exchange control in any of the Relevant
Jurisdictions, or (B) any change or prospective change in taxation in any Relevant Jurisdiction
adversely affecting an investment in the H Shares; or
(vii) the commencement by any Governmental Authority or other regulatory or political body or
organization of any public action or investigation against a Director or an announcement by any such
Governmental Authority or regulatory or political body or organization that it intends to take any such
action; or
(viii) the imposition of sanctions on any member of the Group or the withdrawal of trading privileges which
existed on the date of this Agreement, in whatever form, directly or indirectly, by, or on, any Relevant
Jurisdiction; or
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UNDERWRITING
(ix) any adverse change or development or event involving a prospective adverse change in the Group’s
assets, liabilities, profits, losses, performance, financial condition, business, earnings, trading position
or prospects, or any change in capital stock or long-term debt of the Group, or any loss or interference
with the assets, operations or business of the Group, which (in any such case) is not set out in the
Prospectus; or
(x) any event, act or omission which gives rise or is likely to give rise to any liability of the Company
pursuant to the indemnities in this Agreement; or
(xi) any demand by creditors for repayment of indebtedness or an order or petition is presented for the
winding-up or liquidation of any member of the Group, or any member of the Group makes any
composition or arrangement with its creditors or enters into a scheme of arrangement or any resolution
is passed for the winding-up of any member of the Group or a provisional liquidator, receiver or
manager is appointed over all or part of the assets or undertaking of any member of the Group or
anything analogous thereto occurs in respect of any member of the Group; or
(xii) any non-compliance of the Prospectus, the CSRC Filings (or any other documents used in connection
with the contemplated offering, allotment, issue, subscription or sale of any of the Offer Shares) or any
aspect of the Global Offering with the Listing Rules, the CSRC Rules or any other applicable law; or
(xiii) any change or development involving a prospective change, or a materialization of, any of the risks set
out in the section headed “Risk Factors” in the Prospectus; or
(xiv)any litigation or claim instigated, or any litigation or claim being threatened against any member of the
Group or any Director in any Relevant Jurisdiction; or
(xv) any contravention by the Company or any Director of the Listing Rules or applicable laws;
which, in any such case individually or in the aggregate, in the absolute opinion of the Sponsor-overall
Coordinators (for themselves and on behalf of the Hong Kong Underwriters): (I) has or will or may have a
material adverse effect; (II) has or will or may have a material adverse effect on the success of the Global
Offering and/or make it impracticable or inadvisable for any material part of this Agreement, the Hong
Kong Public Offering or the Global Offering to be performed or implemented as envisaged; or (III) has or
will or may have a material adverse effect on the level of applications under the Hong Kong Public Offering
or the level of interest under the International Offering; or (IV) make, will or may make it impracticable or
inadvisable to proceed with the Hong Kong Public Offering and/or the Global Offering, to market the
Global Offering or the delivery of Shares on the Listing Date; or (V) has or will or may have the effect of
making any part of this Agreement (including underwriting) impracticable or 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) there has come to the notice of any the Joint Sponsors and the Sponsor-overall Coordinators (for themselves
and on behalf of the Hong Kong Underwriters):
(i) that any statement contained in any of the offering documents, the CSRC Filings and/or any notices,
announcements, advertisements, communications or other documents issued or used by or on behalf of
the Company in connection with the Hong Kong Public Offering (including any supplement or
amendment thereto) was, when it was issued, or has become untrue, incorrect, inaccurate or misleading
in any respect; or
(ii) that any estimate, forecast, expression of opinion, intention or expectation contained in any of the
offering documents, the CSRC Filings and/or any notices, announcements, advertisements,
communications or other documents issued or used by or on behalf of the Company in connection with
the Hong Kong Public Offering (including any supplement or amendment thereto) was, when it was
issued, or has become unfair or misleading in any respect or based on untrue, dishonest or unreasonable
assumptions or given in bad faith; or
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UNDERWRITING
(iii) any matter which would, if the offering documents, the CSRC Filings and/or any notices,
announcements, advertisements, communications or other documents issued or used by or on behalf of
the Company in connection with the Hong Kong Public Offering (including any supplement or
amendment thereto) were issued at that time, constitute a material omission therefrom; or
(iv) it becomes necessary for the Company to issue a supplement to the prospectus or the CSRC Filings (or
to any other documents used in connection with the Global Offering) pursuant to the Companies
Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Listing
Rules, the CSRC Rules or any requirement or request of the Stock Exchange, the SFC and/or the
CSRC; or
(v) any breach of, or any event rendering untrue, inaccurate, incomplete or incorrect in any respect, any of
the warranties given by the Company in the Hong Kong Underwriting Agreement; or
(vi) any breach of any of the obligations of the Company to the Hong Kong Underwriting Agreement or the
International Underwriting Agreement (to the extent they are party to such agreement); or
(vii) any material adverse change, or any development or any prospective material adverse change or
development, in the condition (financial or otherwise) or in the assets, liabilities, business, general
affairs, management, prospects, shareholders’ equity, profits, losses, results of operations, position or
condition, financial or otherwise, or performance of the Group as a whole; or
(viii) that (A) any Director of the Company named in the Prospectus seeks to retire, or is removed or
vacated from office, or (B) any certificate given by the Company or any of its respective officers to the
Sponsor-overall Coordinator under or in connection with the Hong Kong Underwriting Agreement or
the Global Offering is false or misleading in any respect, or (C) any Director or any member of senior
management of the Company named in the Prospectus charged with an indictable offence or is being
prohibited by operation of law or otherwise disqualified from taking part in the management of a
company or the commencement by any government, political, regulatory body of any action against
any Director in his or her capacity as such or an announcement by any governmental, political
regulatory body that it intends to take any such action; or
(ix) the Company withdraws the Prospectus (and/or any other documents used in connection with the
subscription of the Offer Shares pursuant to the Global Offering) or the Global Offering; or
(x) the approval by the Listing Committee of the listing of, and permission to deal in, the H Shares 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, qualified (other than by customary conditions) or
withheld; or
(xi) any expert (other than any of the Joint Sponsors) whose consent is required to the issue of the
Prospectus with the inclusion of its reports, letters and/or legal opinions (as the case may be) and
references to its name included in the form and context in which it respectively appears, has withdrawn
its consent; or
(xii) any prohibition on the Company for whatever reason by a government authority from offering,
allotting, issuing or selling any of the Offer Shares pursuant to the terms of the Global Offering; or
(xiii) (A) the notice of acceptance of the CSRC Filings issued by the CSRC and/or the results of the CSRC
Filings published on the website of the CSRC is rejected, withdrawn, revoked or invalidated; or
(B) other than with the prior written consent of the Sponsor-overall Coordinator, the issue or
requirement to issue by the Company of a supplement or amendment to the CSRC Filings pursuant to
the CSRC Rules or upon any requirement or request of the CSRC; or (C) any non-compliance of the
CSRC Filings with the CSRC Rules or any other applicable Laws; or
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UNDERWRITING
(xiv) that (i) a material portion of the orders placed or confirmed in the bookbuilding process or (ii) any
investment commitment made by any cornerstone investors under the Cornerstone Investment
Agreements signed with such cornerstone investors, have been withdrawn, terminated or cancelled, or
with respect to which the payment of the relevant orders and/or investment commitment has not been
received or settled in the stipulated time and manner or otherwise, then the Sponsor-overall
Coordinator (for themselves and on behalf of the Hong Kong Underwriters) may, in their sole and
absolute discretion and upon giving notice orally or in writing to the Company, terminate the Hong
Kong Underwriting Agreement with immediate effect.
Undertakings to the Stock Exchange Pursuant to the Listing Rules
Undertakings by our Company
Pursuant to Rule 10.08 of the Listing Rules, we have undertaken to the Stock Exchange that, no further
Shares or securities convertible into equity securities of our Company (whether or not of a class already listed)
may be issued or form the subject of any agreement to such an issue within six months from the Listing Date
(whether or not such issue of H Shares or securities will be completed within six months from the Listing Date),
except for the issuance of H Shares or securities pursuant to the Global Offering, or for circumstances permitted
under Rule 10.08 of the Listing Rules.
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by our Company
Pursuant to the Hong Kong Underwriting Agreement, the Company has undertaken to each of the Joint
Sponsors, the Sponsor-overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters that
except pursuant to the Global Offering, at any time after the date of the Hong Kong Underwriting Agreement up
to and including the date falling six months after the Listing Date (the “First Six Month Period ”), it will not,
without the prior written consent of the Joint Sponsors and the Sponsor-overall Coordinators (for themselves and
on behalf of the Hong Kong Underwriters) 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, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or
right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue
or sell, or otherwise transfer or dispose of or create any mortgage, charge, pledge, lien, option,
restriction, right of first refusal, right of pre-emption or other third party claim, defect, right, interest or
preference granted to any third party, or any other encumbrance or security interest of any kind, or an
agreement, arrangement or obligation to create any of the foregoing (the “ Encumbrance “) over, or
agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly,
conditionally or unconditionally, any legal or beneficial interest in the share capital or any other equity
securities of the Company, or any interest in any of the foregoing (including, without limitation, any
securities convertible into or exchangeable or exercisable for or that represents the right to receive, or
any warrants or other rights to purchase any share capital or other equity securities of the Company, as
applicable), or deposit any share capital or other equity securities of the Company, as applicable, with a
depositary in connection with the issue of depositary receipts;
(b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership (legal or beneficial) of Shares or any other equity securities of
the Company or any interest in any of the foregoing (including, without limitation, any equity
securities convertible into or exchangeable or exercisable for or that represent the right to receive, or
any warrants or other rights to purchase, any Shares);
(c) enter into any transaction with the same economic effect as any transaction described in (a) or
(b) above; or
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UNDERWRITING
(d) offer to or agree to do any of the foregoing or announce any intention to do so,
in each case, whether any of the foregoing transactions is to be settled by delivery of share capital or such other
equity securities, in cash or otherwise (whether or not the issue of such share capital or other equity securities
will be completed within the First Six Month Period). The Company further agreed that, in the event the
Company is allowed to enter into any of the transactions described in (a), (b) or (c) above or offers to or agrees to
or announces any intention to effect any such transaction during the period of six months commencing on the
date on which the First Six Month Period expires (the “ Second Six Month Period ”), it will take all reasonable
steps to ensure that such an issue or disposal will not, and no other act of the Company will, create a disorderly or
false market for any H Shares or other equity securities of the Company.
The Company has agreed and undertaken to each of the Joint Sponsors, the Sponsor-overall Coordinators,
the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Capital Market Intermediaries and the Hong Kong Underwriters that it will comply with the minimum public
float requirements specified in the Listing Rules or any waiver granted and not revoked by the Stock Exchange
(the “Minimum Public Float Requirement ”), and it will not effect any purchase of the H Shares, or agree to do
so, which may reduce the holdings of the H Shares held by the public (as defined in Rule 8.24 of the Listing
Rules) to below the Minimum Public Float Requirement on or before the date falling six months after the Listing
Date without first having obtained the prior written consent of the Sponsor-overall Coordinators (for themselves
and on behalf of the Hong Kong Underwriters) (which consents shall not be unreasonably withheld, delayed or
rejected).
Hong Kong Underwriters’ Interests in our Company
Save for their respective obligations under the Hong Kong Underwriting Agreement, as of the Latest
Practicable Date, none of the Hong Kong Underwriters was interested, legally or beneficially, directly or
indirectly, in any H Shares or any securities of any member of our Group or had any right or option (whether
legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in our Company.
Following the completion of the Global Offering, the Hong Kong 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.
The International Offering
In connection with the International Offering, it is expected that the Company will enter into the
International Underwriting Agreement with the Joint Sponsors, the Sponsor-overall coordinators and the
International Underwriters. Under the International Underwriting Agreement, the International Underwriters
would, subject to certain conditions set out therein, severally and not jointly, agree to purchase the International
Offer Shares being offered pursuant to the International Offering or procure subscribers or purchasers for such
International Offer Shares.
It is expected that the International Underwriting Agreement may be terminated on similar ground as the
Hong Kong Underwriting Agreement. Potential investors shall be reminded that in the event that the
International Underwriting Agreement is not entered into, the Global Offering will not proceed.
Commission and Expenses
The Capital Market Intermediaries will receive an underwriting commission of 1.2% of the aggregate Offer
Price of all the Offer Shares, out of which they will pay any sub-underwriting commissions and other fees.
The Capital Market Intermediaries may receive a discretionary incentive fee of up to 0.5% of the aggregate
Offer Price of all the Offer Shares to be issued by our Company under the Global Offering.
Assuming full payment of the discretionary incentive fee, the fixed fees and the discretionary fees payable
to the Underwriters represent approximately 44.5% and 55.5%, respectively, of the aggregate fees payable to the
Capital Market Intermediaries in total in connection with the Global Offering.
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UNDERWRITING
For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering, the underwriting
commission will not be paid to the Hong Kong Underwriters but will instead be paid, at the rate applicable to the
International Offering, to the relevant International Underwriters.
The aggregate underwriting commissions payable to the Capital Market Intermediaries in relation to the
Global Offering (assuming (i) an indicative offer price of HK$20.09 per Offer Share (which is the maximum
Offer Price) and (ii) the full payment of the discretionary incentive will be approximately HK$47.81 million.
The aggregate underwriting commissions and fees together with the Stock Exchange listing fees, the SFC
transaction levy, the Stock Exchange trading fee and the AFRC transaction levy, legal and other professional fees
and printing and all other expenses relating to the Global Offering are estimated to be approximately
HK$78.82 million (assuming (i) an indicative offer price of 20.09 per Offer Share (which is the maximum Offer
Price) and (ii) the full payment of the discretionary incentive.
Indemnity
The Company has agreed to indemnify the Joint Sponsors, the Sponsor-overall Coordinators, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong
Underwriters and the Capital Market Intermediaries for certain losses which they may suffer, including losses
incurred from its performance of its obligations under the Hong Kong Underwriting Agreement and any breach
by us of the Hong Kong Underwriting Agreement.
Joint Sponsors’ Fee
A total fee of US$450,000 is payable by the Company as sponsor fees to each of the Joint Sponsors.
JOINT SPONSORS’ INDEPENDENCE
Each of the Joint Sponsors satisfies the independence criteria set out in Rule 3A.07 of the Listing Rules.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offering and the International Offering (together, the “ Syndicate
Members”) and their affiliates are diversified financial institutions with relationships in countries around the
world. These entities engage in a wide range of commercial and investment banking, brokerage, fund
management, trading, hedging, investing and other activities for their own account and for the account of others.
In relation to the H Shares, those activities 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, securities investment and trading
in the H Shares, and entering into over the counter or listed derivative transactions or listed and 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. Those activities may require hedging activity by
those entities involving, directly or indirectly, the buying and selling of the H Shares. All such activity could
occur in Hong Kong and elsewhere in the world and may result in the Syndicate Members and their affiliates
holding long and/or short positions in the H Shares, in baskets of securities or indices including the H Shares, in
units of funds that may purchase the H Shares, or in derivatives related to any of the foregoing.
In relation to issues by Syndicate Members or their affiliates of any listed securities having the H Shares as
their underlying securities, whether on the Stock Exchange or on any other stock exchange, the rules of the Stock
Exchange may require the issuer of those securities (or one of its affiliates or agents) to act as a market maker or
liquidity provider in the security, and this will also result in hedging activity in the H Shares in most cases.
It should be noted that when engaging in any of these activities, the Syndicate Members will be subject to
certain restrictions, including the followings:
(a) the Syndicate Members and their respective affiliates must not, in connection with the distribution of the
Offer Shares, effect any transactions (including issuing or entering into any option or other derivative
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UNDERWRITING
transactions relating to the Offer Shares), whether in the open market or otherwise, with a view to
maintaining the market price of any of the Offer Shares at levels other than those which might otherwise
prevail in the open market; and
(b) the Syndicate Members and their respective affiliates must comply with all applicable laws and regulations,
including the market misconduct provisions of the SFO, including the provisions prohibiting insider dealing,
false trading, price rigging and stock market manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time to time, and expect
to provide in the future, investment banking and other services to the Company and each of their affiliates for
which such Syndicate Members or their respective affiliates have received or will receive customary fees and
commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to investors to
finance their subscriptions of Offer Shares in the Global Offering.
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STRUCTURE OF THE GLOBAL OFFERING
THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as part of the Global
Offering. The Global Offering comprises:
(a) the Hong Kong Public Offering of 13,999,000 H Shares (subject to adjustment as mentioned below) in
Hong Kong as described below in the section headed “The Hong Kong Public Offering”; and
(b) the International Offering of an aggregate of 125,989,800 H Shares (subject to adjustment as
mentioned below) outside the United States in offshore transactions in accordance with Regulation S.
Investors may apply for Hong Kong Offer Shares under the Hong Kong Public Offering or apply for or
indicate an interest for International Offer Shares under the International Offering, but may not do both.
The Offer Shares will represent approximately 10% of the enlarged issued share capital of the Company
immediately after completion of the Global Offering.
References in this prospectus to applications, application monies or the procedure for application relate
solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares Initially Offered
We are initially offering 13,999,000 Shares for subscription by the public in Hong Kong at the Offer Price,
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 Offering and the Hong Kong Public Offering, the
Hong Kong Offer Shares will represent approximately 1.0% of the Company’s enlarged issued share capital
immediately after completion of the Global Offering.
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to institutional
and professional investors. Professional investors generally include brokers, dealers, companies (including fund
managers) whose ordinary business involves dealing in shares and other securities and corporate entities which
regularly invest in shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions as set out in “—Conditions of the
Global Offering.”
Applications
Each applicant under the Hong Kong Public Offering will also be required to give an undertaking and
confirmation in the application submitted by him 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 Offer Shares under the International Offering, 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) under the International Offering.
The listing of the H Shares on the Stock Exchange is sponsored by the Joint Sponsors. Applicants under the
Hong Kong Public Offering may be required to pay, on application (subject to application channels), the
maximum Offer Price of HK$20.09 per Hong Kong Offer Share in addition to the brokerage, the SFC transaction
levy, the AFRC transaction levy and the Stock Exchange trading fee payable on each Hong Kong Offer Share. If
the Offer Price, as finally determined in the manner described in “—Pricing and Allocation” below, is less than
the maximum Offer Price of HK$20.09 per Offer Share, appropriate refund payments (including the brokerage,
the SFC transaction levy, the AFRC transaction levy and the 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 Hong Kong Offer Shares” in this prospectus.
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STRUCTURE OF THE GLOBAL OFFERING
THE INTERNATIONAL OFFERING
The International Offering will consist of an initial offering of 125,989,800 Offer Shares, representing 90%
of the total number of Offer Shares initially available under the Global Offering and approximately 9.0% of the
Company’s enlarged issued share capital immediately after completion of the Global Offering.
The Sponsor-overall Coordinators (for themselves and on behalf of the Underwriters) may require any
investor who has been offered Offer Shares under the International Offering and who has made an application
under the Hong Kong Public Offering, to provide sufficient information to the Sponsor-overall Coordinators so
as to allow it to identify the relevant applications under the Hong Kong Public Offering and to ensure that they
are excluded from any application of Offer Shares under the International Offering.
Any investor who has been offered Offer Shares and has made an application under the Hong Kong Public
Offering shall provide sufficient information to the Sponsor-overall Coordinators so as to allow it to identify the
relevant applications under the Hong Kong Public Offering and to ensure that such investor will not apply for
any Offer Shares under the Hong Kong Public Offering.
PRICING AND ALLOCATION
Pricing
Pricing for the Offer Shares for the purpose of the various offerings under the Global Offering will be fixed
on the Price Determination Date, which is expected to be on or before Wednesday, February 11, 2026 (Hong
Kong time) and in any event on or before 12:00 on Wednesday, February 11, 2026 (Hong Kong time), by
agreement between the Sponsor-overall Coordinators (for themselves and on behalf of the Underwriters) and the
Company and the number of Offer Shares to be allocated under the various offerings will be determined shortly
thereafter.
We will determine the Offer Price by reference to, among other factors, the closing price of the A Shares on
the Shenzhen Stock Exchange on the last trading day on or before the Price Determination Date (which is
accessible to the Shareholders and potential investors at https://www.szse.cn/English/siteMarketData/
siteMarketDatas/lookup/index.html?code=002130), and the Offer Price will not be more than HK$20.09. The
historical prices of our A Shares and trading volume on Shenzhen Stock Exchange are set out below.
Period High Low ADTV(1)
(RMB) (RMB) (A Share)
Year ended December 31, 2022 ............................. 8.35 4.95 18,247,654
Year ended December 31, 2023 ............................. 8.43 6.41 19,270,223
Year ended December 31, 2024 ............................. 29.22 5.10 114,948,628
Nine months ended September 30, 2025 ....................... 34.19 16.18 107,985,995
Period from September 30, 2025 to the Latest Practicable Date .... 33.34 24.00 74,700,115
Note:
(1) Average daily trading volume (“ ADTV”) represents daily average number of the A Shares of the Company traded over the relevant
period.
The International Underwriters will be soliciting from prospective investor indications of interest in
acquiring Offer Shares in the International Offering. Prospective professional and institutional investors will be
required to specify the number of Offer Shares under the International Offering they would be prepared to
acquire at the Offer 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 Offering.
If, based on the level of interest expressed by prospective institutional, professional and other investors
during the book-building process, the Sponsor-overall Coordinators (for themselves and on behalf of the
Underwriters) and the Joint Sponsors consider it appropriate, with our consent, the number of Offer Shares being
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STRUCTURE OF THE GLOBAL OFFERING
offered under the Global Offering stated in this prospectus may be reduced at any time on or prior to the morning
of the last day for lodging applications under the Hong Kong Public Offering. In such a case, we will, as soon as
practicable following the decision to make such reduction, and in any event not later than the morning of
Tuesday, February 10, 2026, being the last day for lodging applications under the Hong Kong Public Offering,
cause to be published on the Stock Exchange’s website at www.hkexnews.hk, and on our Company’s website at
www.woer.com notice of such reduction in the number of Offer Shares being offered under the Global Offering.
Our Company will also, as soon as practicable following the decision to make such change, issue a supplemental
prospectus updating investors of the change in the number of Offer Shares being offered under the Global
Offering. The Global Offering must first be canceled and subsequently relaunched on FINI pursuant to the
supplemental prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have regard to the
possibility that any announcement of a reduction in the number of Offer Shares being offered under the Global
Offering and/or the maximum Offer Price may not be made until the day which is the last day for lodging
applications under the Hong Kong Public Offering.
The final Offer Price, the level of indications of interest in the International Offering, the level of
applications in the Hong Kong Public Offering, the basis of allocations of the Hong Kong Offer Shares and the
results of allocations in the Hong Kong Public Offering are expected to be made available through a variety of
channels in the manner described in “How to Apply for Hong Kong Offer Shares — B. Publication of Results.”
Applicants for Hong Kong Offer Shares may be required to pay, on application (subject to application
channel), the maximum Offer Price per Hong Kong Offer Share plus the brokerage fee of 1.0%, the SFC
transaction levy of 0.0027%, the AFRC transaction levy of 0.00015% and the Stock Exchange trading fee of
0.00565%, amounting to a total of HK$4,058.53 for one board lot of 200 H Shares. If the Offer Price, as finally
determined in the manner described above, is less than the maximum Offer Price, appropriate refund payments
(including the brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction
levy attributable to the surplus application monies) will be made to successful applicants, without interest.
Further details are set out in “How to Apply for Hong Kong Offer Shares.”
Announcement of Final Pricing of the Offer Shares
The Offer Price for H Shares under the Global Offering is expected to be announced on Thursday,
February 12, 2026. The level of indications of interest in the Global Offering, the level of applications and the
basis of allotment of Hong Kong Offer Shares available under the Hong Kong Public Offering, are expected to be
announced on Thursday, February 12, 2026 on the website of the Company ( www.woer.com) and the website of
the Stock Exchange (www.hkexnews.hk).
Allocation
Allocation under the Hong Kong Public Offering
Allocation of Hong Kong Offer Shares to investors under the Hong Kong Public Offering will be based
solely on the level of valid applications received under the Hong Kong Public Offering. The basis of allocation
may vary, depending on the number of Hong Kong Offer Shares validly applied for by applicants. Such
allocation could, where appropriate, consist of balloting, which 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.
The total number of Hong Kong Offer Shares available under the Hong Kong Public Offering (subject to the
reallocation of the Offer Shares between the Hong Kong Public Offering and the International Offering referred
to below) is to be divided equally into two pools (to the nearest board lot) for allocation purposes (with any odd
board lots being allocated to pool A): pool A and pool B. The Hong Kong Offer Shares in pool A will be
allocated on an equitable basis to applicants who have applied for Hong Kong Offer Shares with an aggregate
subscription price of HK$5 million (excluding the brokerage, the SFC transaction levy, the AFRC transaction
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STRUCTURE OF THE GLOBAL OFFERING
levy and the Stock Exchange trading fee payable) or less. The Hong Kong Offer Shares in pool B will be
allocated on an equitable basis to applicants who have applied for Hong Kong Offer Shares with an aggregate
subscription price of more than HK$5 million (excluding the brokerage, the SFC transaction levy, the AFRC
transaction levy and the Stock Exchange trading fee payable) and up to the total value of pool B.
Investors should be aware that applications in pool A and applications in pool B may receive different
allocation ratios. If 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 that other pool and be
allocated accordingly. For the purpose of this paragraph only, the “price” for Hong Kong Offer Shares means the
price payable on application therefor (without regard to the Offer Price as finally determined). Applicants can
only receive an allocation of Hong Kong Offer Shares from either pool A or pool B but not from both pools.
Multiple or suspected multiple applications and any application for more than 6,999,400 Offer Shares, being the
number of Hong Kong Offer Shares initially allocated to each pool and representing 50% of 13,999,000
Hong Kong Offer Shares initially available under the Hong Kong Public Offering, are to be rejected.
Allocation under the International Offering
The International Offering will include selective marketing of International Offer Shares to institutional and
professional investors and other investors anticipated to have a sizeable demand for such International 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. Allocation of International Offer Shares pursuant to the International
Offering will be effected in accordance with the “book-building” process described in “—Pricing and
Allocation” above and based on a number of factors, including the level and timing of demand, the total size of
the relevant investor’s invested assets or equity assets in the relevant sector and whether or not it is expected that
the relevant investor is likely to hold or sell its H Shares, after the Listing. Such allocation is intended to result in
a distribution of our H Shares on a basis which would lead to the establishment of a solid professional and
institutional shareholder base for the benefit of the Company and its Shareholders as a whole.
The Sponsor-overall Coordinators (for themselves and on behalf of the Underwriters) may require any
investor who has been offered International Offer Shares under the International Offering, and who has made an
application under the Hong Kong Public Offering to provide sufficient information to the Sponsor-overall
Coordinators so as to allow it to identify the relevant application under the Hong Kong Public Offering and to
ensure that it is excluded from any application of Offer Shares under the Hong Kong Public Offering.
Reallocation
The Sponsor-overall Coordinators may allocate Offer Shares from the International Offering to the Hong
Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering.
In the event of reallocation of Offer Shares between the International Offering and the Hong Kong Public
Offering in the circumstances where (a) the International Offer Shares are fully subscribed or oversubscribed and
the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of times, or (b) the
International Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully subscribed or
oversubscribed irrespective of the number of times, then up to 6,999,200 Offer Shares may be reallocated from
the International Offering to the Hong Kong Public Offering, so that the total number of Offer Shares available
for subscription under the Hong Kong Public Offering will increase up to 20,998,200 Offer Shares, representing
approximately 15% of the number of Offer Shares initially available under the Global Offering in accordance
with Chapter 4.14 of the Guide.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering will be allocated
between pool A and pool B and the number of Offer Shares allocated to the International Offering will be
correspondingly reduced in such manner as the Sponsor-overall Coordinators deems appropriate.
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STRUCTURE OF THE GLOBAL OFFERING
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the International
Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide and the provision of
paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no mandatory clawback or reallocation mechanism is
required to increase the number of Offer Shares under the Hong Kong Public Offering to a certain percentage of
the total number of Offer Shares offered under the Global Offering.
If the Hong Kong Public Offering is not fully subscribed, the Sponsor-overall Coordinators have the
authority to reallocate all or any unsubscribed Hong Kong Offer Shares to the International Offering, in such
proportions as the Sponsor-overall Coordinators deem appropriate.
However, if neither the Hong Kong Public Offering nor the International Offering is fully subscribed, the
Global Offering will not proceed unless the Underwriters would subscribe for or procure subscribers to subscribe
for 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.
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the terms and
conditions of the Hong Kong Underwriting Agreement and is subject to, among other things, the Sponsor-overall
Coordinators (for themselves and on behalf of the Underwriters) and our Company agreeing on the Offer Price.
Our Company expects to enter into the International Underwriting Agreement relating to the International
Offering on or around the Price Determination Date.
These underwriting arrangements, including the Underwriting Agreements, are summarized in
“Underwriting” in this prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on:
(a) the Listing Committee granting approval for the listing of, and permission to deal in, the H Shares to be
issued pursuant to the Global Offering and the approval for such listing and permission not subsequently
having been revoked prior to the Listing Date;
(b) the Offer Price being duly agreed between the Sponsor-overall Coordinators (for themselves and on behalf
of the Hong Kong Underwriters) and the Company on or before the Price Determination Date;
(c) the execution and delivery of the International Underwriting Agreement on or before the Price
Determination Date; and
(d) the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement and the
obligations of the International Underwriters under the International Underwriting Agreement becoming and
remaining unconditional and not having been terminated in accordance with the terms of the respective
agreements,
in each case on or before the dates and times specified in the Hong Kong Underwriting Agreement or the
International Underwriting Agreement (unless and to the extent such conditions are validly waived on or before
such dates and times) and in any event not later than the Price Determination Date.
If, for any reason, the Offer Price is not agreed between the Sponsor-overall Coordinators (for themselves
and on behalf of the Hong Kong Underwriters) and the Company on or before 12:00 noon on Price
Determination Date, the Global Offering will not proceed and will lapse.
The consummation of each of the Hong Kong Public Offering and the International Offering is conditional
upon, among other things, the other offering becoming unconditional and not having been terminated in
accordance with their respective terms.
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STRUCTURE OF THE GLOBAL OFFERING
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
Offering will be published on the website of the Company (www.woer.com) and the website of the Stock
Exchange (www.hkexnews.hk) on the next day following such lapse. In such eventuality, all application monies
will be returned, without interest, on the terms set out in the section headed “How to Apply for Hong Kong Offer
Shares—D. Despatch/Collection of H Share Certificates and Refund of Application Monies” in this prospectus.
In the meantime, all application monies will be held in separate bank account(s) with the receiving banks or other
bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) (as
amended).
DEALING ARRANGEMENT
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong
on Friday, February 13, 2026, it is expected that dealings in our H Shares on the Stock Exchange will commence
at 9:00 a.m. on Friday, February 13, 2026. Our H Shares will be traded in board lots of 200 H Shares each. The
stock code of the H Shares is 9981.
H Share certificates issued in respect of the Offer Shares will only become valid evidence of title at
8:00 a.m. on Friday, February 13, 2026 provided that (i) the Global Offering has become unconditional in all
respects and (ii) the right of termination as described in the section headed “Underwriting—Underwriting
Arrangements and Expenses—Hong Kong Public Offering—Grounds for Termination” in this prospectus has not
been exercised. Investors who trade H Shares 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.
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HOW TO APPLY FOR HONG KONG OFFER SHARES
IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering and
below are the procedures for application.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under the
“HKEXnews > New Listings > New Listing Information” section, and our website at www.woer.com.
The contents of this prospectus are identical to the prospectus as registered with the Registrar of
Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying for:
• are 18 years of age or older;
• have a Hong Kong address (for the White Form eIPO service only); and
• are outside the United States (within the meaning of Regulation S) or are a person described in
paragraph (h)(3) of Rule 902 of Regulation S.
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the Stock Exchange to
our Company, 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 of our Company;
• are a Director, or chief executive of our Company and/or a director, supervisor or chief executive of
any of its subsidiaries;
• are a close associate (as defined in the Listing Rules) of any of the above persons;
• are a connected person (as defined in the Listing Rules) of our Company or will become a connected
person of our Company immediately upon the completion of the Global Offering; or
• have been allocated or have applied for or indicated an interest in any International Offer Shares or
otherwise participate in the International Offering.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Thursday, February 5, 2026 and
end at 12:00 noon on Tuesday, February 10, 2026 (Hong Kong time).
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HOW TO APPLY FOR HONG KONG OFFER SHARES
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application Channel Platform Target Investors Application Time
White Form eIPO service www.eipo.com.hk Investors who would like
to receive a physical
H Share certificate. Hong
Kong Offer Shares
successfully applied for
will be allotted and issued
in your own name.
From 9:00 a.m. on
Thursday, February 5,
2026 to 11:30 a.m. on
Tuesday, February 10,
2026, Hong Kong time.
The latest time for
completing full payment
of application monies
will be 12:00 noon on
Tuesday, February 10,
2026, Hong Kong time.
HKSCC EIPO channel Your broker or custodian
who is a HKSCC
Participant will submit
electronic application
instructions on your
behalf through HKSCC’s
FINI system in
accordance with your
instruction
Investors who would not
like to receive a physical
H Share certificate.
Hong Kong Offer Shares
successfully applied for
will be allotted and
issued in the name of
HKSCC Nominees,
deposited directly into
CCASS and credited to
your designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the earliest
and latest time for giving
such instructions, as this
may vary by broker or
custodian.
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to capacity limitations
and potential service interruptions and you are advised not to wait until the last day of the application period to
apply for Hong Kong Offer Shares.
For those applying through the White Form eIPO service, once you complete payment in respect of any
application instructions given by you or for your benefit through the White Form eIPO service to make an
application for Hong Kong Offer Shares, an actual application shall be deemed to have been made. If you are a
person for whose benefit the electronic application instructions are given, you shall be deemed to have
declared that only one set of electronic application instructions has been given for your benefit. If you are an
agent for another person, you shall be deemed to have declared that you have only given one set of electronic
application instructions for the benefit of the person for whom you are an agent and that you are duly
authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the White Form eIPO service more
than once and obtaining different 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 White Form eIPO service, you are deemed to have authorized the
White Form eIPO Service Provider to apply on the terms and conditions in this prospectus, as supplemented
and amended by the terms and conditions of the White Form eIPO service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through the
HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed to
have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC
Participants) to apply for Hong Kong Offer Shares on your behalf and to do on your behalf all the things stated in
this prospectus and any supplement to it.
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HOW TO APPLY FOR HONG KONG OFFER SHARES
For those applying through HKSCC EIPO channel, an actual application will be deemed to have been made
for any application instructions given by you or for your benefit to HKSCC (in which case an application will be
made by HKSCC Nominees on your behalf) provided such application instruction has not been withdrawn or
otherwise invalidated before the closing time of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC Nominees
shall be liable to you or any other person in respect of any actions taken by HKSCC or HKSCC Nominees on
your behalf to apply for Hong Kong Offer Shares or for any breach of the terms and conditions of this
prospectus.
3. Information Required to Apply
You must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
• Full name(s)² as shown on your identity document
• Identity document’s issuing country or jurisdiction
• Identity document type, with order of priority:
i. HKID card; or
ii. National identification document; or
iii. Passport; and
• Identity document number
• Full name(s)² as shown on your identity
document
• Identity document’s issuing country or
jurisdiction
• Identity document type, with order of priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate; or
iv. Other equivalent document; and
• Identity document number
Notes:
1. If you are applying through the White Form eIPO service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong address. You are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In particular,
where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The
number of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual
members’ names.
2. The applicant’s full name as shown on their identity document must be used and the surname, given name,
middle and other names (if any) must be input in the same order as shown on the identity document. If an
applicant’s identity document contains both an English and Chinese name, both English and Chinese names
must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the
applicant’s identity document type must be strictly followed and where an individual applicant has a valid
HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number
must be used when making an application to subscribe for the Hong Kong Offer Shares. Similarly for
corporate applicants, a LEI number must be used if an entity has a LEI certificate.
3. If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the
asset management company or the individual fund, as appropriate, which has opened a trading account with
the broker will be required, as above.
4. The maximum number of joint account holders on FINI is capped at 4 in accordance with market practice.
The maximum number is subject to change, if the Company’s Articles of Incorporation and applicable
company law prescribe a lower cap.
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HOW TO APPLY FOR HONG KONG OFFER SHARES
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.
If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated as
being for your benefit and you should provide the required information in your application as stated above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other
stock exchange.
“Statutory control” means you:
• control the composition of the board of directors of the company;
• control more than half of the voting power of the company; or
• hold more than half of the issued share capital of the company (not counting any part of it which carries
no right to participate beyond a specified amount in a distribution of either profits or capital).
For those applying through HKSCC EIPO channel, and making an application under a power of attorney,
we and the Sponsor-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 200 H Shares
Permitted number
of Hong Kong
Offer Shares for
application and
amount payable on
application/
successful
allotment
Hong Kong Offer Shares are available for application in specified board lot sizes only.
Please refer to the amount payable associated with each specified board lot size in the
table below.
The maximum Offer Price is HK$20.09 per H Share.
If you are applying through the HKSCC EIPO channel, your broker or custodian may
require you to pre-fund your application in such amount as determined by the broker or
custodian, based on the applicable laws and regulations in Hong Kong. You are
responsible for complying with any such pre-funding requirement imposed by your
broker or custodian with respect to the Hong Kong Offer Shares you applied for.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of
you jointly and severally) are deemed to have instructed and authorized HKSCC to cause
HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to arrange
payment of the final Offer Price, brokerage, SFC transaction levy, the Stock Exchange
trading fee and the AFRC transaction levy by debiting the relevant nominee bank account
at the Designated Bank for your broker or custodian.
If you are applying through the White Form eIPO service, you may refer to the table
below for the amount payable for the number of H Shares you have selected. You must
pay the respective maximum amount payable on application in full upon application for
Hong Kong Offer Shares.
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HOW TO APPLY FOR HONG KONG OFFER SHARES
No. of
Hong Kong
Offer Shares
applied for
Amount payable(2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount payable(2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount payable(2)
on application
No. of
Hong Kong
Offer Shares
applied for
Amount payable(2)
on application
HK$ HK$ HK$ HK$
200 4,058.53 4,000 81,170.43 60,000 1,217,556.47 800,000 16,234,086.12
400 8,117.04 5,000 101,463.04 70,000 1,420,482.54 900,000 18,263,346.89
600 12,175.57 6,000 121,755.64 80,000 1,623,408.61 1,000,000 20,292,607.66
800 16,234.08 7,000 142,048.26 90,000 1,826,334.69 2,000,000 40,585,215.30
1,000 20,292.61 8,000 162,340.86 100,000 2,029,260.76 3,000,000 60,877,822.96
1,200 24,351.13 9,000 182,633.47 200,000 4,058,521.54 4,000,000 81,170,430.60
1,400 28,409.65 10,000 202,926.07 300,000 6,087,782.30 5,000,000 101,463,038.26
1,600 32,468.18 20,000 405,852.15 400,000 8,117,043.05 6,000,000 121,755,645.90
1,800 36,526.69 30,000 608,778.22 500,000 10,146,303.83 6,999,400
(1) 142,036,077.98
2,000 40,585.21 40,000 811,704.31 600,000 12,175,564.59
3,000 60,877.83 50,000 1,014,630.38 700,000 14,204,825.35
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of the brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction
levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and the SFC
transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC
transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the
Stock Exchange on behalf of the AFRC).
5. Multiple Applications Prohibited
You or your joint applicant(s) shall not make more than one application for your own benefit, except where
you are a nominee and provide the information of the underlying investor in your application as required under
the paragraph headed “ —A. Application for Hong Kong Offer Shares—3. Information Required to Apply. ” If you
are suspected of submitting or cause to submit more than one application, all of your applications will be
rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC EIPO channel, or
(iii) both channels concurrently are prohibited and will be rejected. If you have made an application through the
White Form eIPO service or HKSCC EIPO channel, you or the person(s) for whose benefit you have made the
application shall not apply further for any Offer Shares in the Global Offering.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the White Form eIPO service or HKSCC EIPO channel,
you (or as the case may be, HKSCC Nominees will do the following things on your behalf):
(i) undertake to execute all relevant documents and instruct and authorize us and/or the Sponsor-overall
Coordinators as our agents, to execute any documents for you and to do on your behalf all things
necessary to register any Hong Kong Offer Shares allocated to you in your name or in the name of
HKSCC Nominees as required by the Articles of Association, and (if you are applying through the
HKSCC EIPO channel) to deposit the allotted Hong Kong Offer Shares directly into CCASS for the
credit of your designated HKSCC Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application procedures set out in
this prospectus and the designated website of the White Form eIPO 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;
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HOW 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, 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”;
(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”;
(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”;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and the resulting
contract will be governed by and construed in accordance with the laws of Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the Articles of Association and laws of any place outside Hong Kong that apply to
your application and that neither we nor the Relevant Persons will breach any law inside and/or outside
Hong Kong as a result of the acceptance of your offer to purchase, or any action arising from your rights
and obligations under the terms and conditions contained in this prospectus;
(xiii) on firm that (a) your application or HKSCC Nominees’ application on your behalf is not financed directly
or indirectly by the Company, any of the directors, chief executives, substantial Shareholder(s) or existing
shareholder(s) of the Company or any of its subsidiaries or any of their respective close associates; and
(b) you are not accustomed or will not be accustomed to taking instructions from the Company, any of the
directors, chief executives, substantial shareholder(s) or existing shareholder(s) of the Company or any of
its subsidiaries or any of their respective close associates in relation to the acquisition, disposal, voting or
other disposition of the Shares registered in your name or otherwise held by you;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Sponsor-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;
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(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 White Form eIPO 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 White Form eIPO Service Provider and (2) you have due authority to give electronic application
instructions on behalf of that other person as its agent.
B. PUBLICATION OF RESULTS
1. Results of Allocation
You can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through the White Form eIPO service or HKSCC EIPO channel:
Website The designated results of allocation at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment) with a
“search by ID Number” function.
24 hours, from 11:00 p.m. on Thursday,
February 12, 2026 to 12:00 midnight on
Wednesday, February 18, 2026 (Hong Kong
time)
The full list of (i) wholly or partially successful
applicants using the White Form eIPO service
and HKSCC EIPO channel, and (ii) the number
of Hong Kong Offer Shares conditionally
allotted to them, among other things, will be
displayed on the “Allotment Results” page of the
White Form eIPO service at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment).
The Stock Exchange’s website at
www.hkexnews.hk and our website at
www.woer.com which will provide links to the
above mentioned websites of the H Share
Registrar
No later than 11:00 p.m. on Thursday,
February 12, 2026 (Hong Kong time)
Telephone +852 2862 8555 – the allocation results
telephone enquiry line provided by the H
Share Registrar.
between 9:00 a.m. and 6:00 p.m., on Friday,
February 13, 2026, Monday, February 16, 2026,
Friday, February 20, 2026 and Monday,
February 23, 2026
For those applying through HKSCC EIPO channel, you may also check with your broker or custodian from
6:00 p.m. on Wednesday, February 11, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on Wednesday,
February 11, 2026 (Hong Kong time) on a 24-hour basis and should report any discrepancies on allotments to
HKSCC as soon as practicable.
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2. Allocation Announcement
We expect to announce the results of the final Offer Price, the level of indications of interest in the Global
Offering, the level of applications in the Hong Kong Public Offering and the basis of allocations of Hong Kong
Offer Shares on the Stock Exchange’s website at www.hkexnews.hk and our website at www.woer.com by no
later than 11:00 p.m.on Thursday, February 12, 2026 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER
SHARES
You should note the following situations in which Hong Kong Offer Shares will not be allocated to you or
the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Your application or the application made by HKSCC Nominees on your behalf may be revoked pursuant to
Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Sponsor-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 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. You may refer to the paragraph
headed “—A. Application for Hong Kong Offer Shares—5. Multiple Applications Prohibited” on what
constitutes multiple applications;
• your application instruction is incomplete;
• your payment (or confirmation of funds, as the case may be) is not made correctly;
• the Underwriting Agreements do not become unconditional or are terminated;
• we or the Sponsor-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 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.
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There is a risk of money settlement failure. In the extreme event of money settlement failure by a HKSCC
Participant (or its Designated Bank), who is acting on your behalf in settling payment for your allotted shares,
HKSCC will contact the defaulting HKSCC Participant and its Designated Bank to determine the cause of failure
and request such defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected Hong Kong Offer
Shares will be reallocated to the Global Offering. Hong Kong Offer Shares applied for by you through the broker
or custodian may be affected to the extent of the settlement failure. In the extreme case, you will not be allocated
any Hong Kong Offer Shares due to the money settlement failure by such HKSCC Participant. None of us, the
Relevant Persons, the H Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are not
allocated to you due to the money settlement failure.
D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF APPLICATION
MONIES
You will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under the Hong
Kong Public Offering (except pursuant to applications made through the HKSCC EIPO channel where the H
Share certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of the H Shares. No receipt will be issued for sums
paid on application.
H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, February 13, 2026
(Hong Kong time), provided that the Global Offering has become unconditional and the right of termination
described in the section headed “Underwriting” in this prospectus has not been exercised. Investors who trade H
Shares prior to the receipt of H Share certificates or the H Share certificates becoming valid do so entirely at their
own risk.
The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus application monies
pending clearance of application monies.
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of H Share
certificate1
Physical share certificates of
1,000,000 or more Offer Shares
issued under your own name
Collection in person from H Share
Registrar, Computershare Hong
Kong Investor Services Limited at
Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s
Road East, Wan Chai, Hong Kong.
Time: Friday, February 13, 2026
(Hong Kong time)
If you are an individual, you must
not authorize any other person to
collect for you. If you are a
corporate applicant, your
authorized representative must
bear a letter of authorization from
your corporation stamped with
your corporation’s chop. Both
individuals and authorized
representatives must produce, at
the time of collection, evidence of
identity acceptable to the H Share
Registrar.
H Share certificate(s) will be
issued in the name of HKSCC
Nominees, deposited into CCASS
and credited to your designated
HKSCC Participant’s stock
account.
No action by you is required.
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White Form eIPO service HKSCC EIPO channel
Note: If you do not collect your H
Share certificate(s) personally
within the time above, it/they will
be sent to the address specified in
your application instructions by
ordinary post at your own risk.
physical share certificates of less
than 1,000,000 Offer Shares issued
under your own name
Your H Share certificate(s) will be
sent to the address specified in
your application instructions by
ordinary post at your own risk.
Time: Thursday, February 12,
2026
Refund mechanism for surplus application monies paid by you
Date Friday, February 13, 2026 Subject to the arrangement
between you and your broker or
custodian.
Responsible party H Share Registrar Your broker or custodian
Application monies paid through
single bank account
White Form e-Refund payment
instructions to your designated
bank account.
Your broker or custodian will
arrange refund to your designated
bank account subject to the
arrangement between you and it.
Application monies paid through
multiple bank accounts
Refund check(s) will be
despatched to the address as
specified in your application
instructions by ordinary post at
your own risk
Note:
1. 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, February 12, 2026 rendering it impossible for the relevant H Share certificates to be
dispatched to HKSCC in a timely manner, the Company shall procure the H Share Registrar to arrange for
delivery of the supporting documents and H Share certificates in accordance with the contingency
arrangements as agreed between them. See “—E. Bad Weather Arrangements.”
E. SEVERE WEATHER ARRANGEMENTS
1. The Opening and Closing of the Application Lists
The application lists will not open or close on Tuesday, February 10, 2026 if, there is:
Š a tropical cyclone warning signal number 8 or above;
Š a black rainstorm warning; and/or
Š an “extreme conditions” announcement issued after a super typhoon (“ Extreme Conditions ”),
(collectively, “Severe Weather Signals ”),
in force in Hong Kong at any time 9:00 a.m. and 12:00 noon on Tuesday, February 10, 2026.
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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 Bad 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.woer.com of the revised timetable.
If a Severe Weather Signal is hoisted on Thursday, February 12, 2026, the H Share Registrar will make
appropriate arrangements for the delivery of the H Share certificates to the CCASS Depository’s service counter
so that they would be available for trading on Friday, February 13, 2026.
If a Severe Weather Signal is hoisted on Thursday, February 12, 2026, for physical share certificates of less
than 1,000,000 Offer Shares issued under your own name, the despatch of physical H Share certificates will be
made by ordinary post when the post office re-opens after the Severe Weather Signal is lowered or canceled (e.g.
in the afternoon of Friday, February 13, 2026 or on Friday, February 13, 2026).
If a Severe Weather Signal is hoisted on Friday, February 13, 2026, for physical share certificates of
1,000,000 or more Offer Shares issued under your own name, physical H Share certificates will be available for
collection in person at the H Share Registrar’s office after the Severe Weather Signal is lowered or canceled (e.g.
in the afternoon of Friday, February 13, 2026 or on Monday, February 16, 2026).
Prospective investors should be aware that if they choose to receive physical H Share certificates
issued in their own name, there may be a delay in receiving the H Share certificates.
F. ADMISSION OF THE H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the Stock Exchange and
we comply with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities
by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings
in the H Shares or any other date HKSCC chooses. Settlement of transactions between Exchange Participants is
required to take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational
Procedures in effect from time to time.
All necessary arrangements have been made enabling the H Shares to be admitted into CCASS.
You should seek the advice of your broker or other professional adviser 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).
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HOW TO APPLY FOR HONG KONG OFFER SHARES
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that personal
data supplied to the Company or its agents and the H Share Registrar is accurate and up-to-date when applying
for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into or out of their names or in procuring
the services of the H Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your application for Hong
Kong Offer Shares being rejected, or in the delay or the inability of the Company or the H Share Registrar to
effect transfers or otherwise render their services. It may also prevent or delay registration or transfers of Hong
Kong Offer Shares which you have successfully applied for and/or the despatch of 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
Your personal data may be used, held, processed, and/or stored (by whatever means) for the following
purposes:
• processing your application and refund check and White Form e-Refund payment instruction(s),
where applicable, verification of compliance with the terms and application procedures set out in this
prospectus and announcing results of allocation of Hong Kong Offer Shares;
• compliance with applicable laws and regulations in Hong Kong and elsewhere;
• 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 Shares and identifying any duplicate
applications for the Shares;
• facilitating Hong Kong Offer Shares balloting;
• establishing benefit entitlements of holders of the Shares, such as dividends, rights issues, bonus
issues, etc.;
• distributing communications from the Company and its subsidiaries;
• compiling statistical information and profiles of the holder of the 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
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HOW TO APPLY FOR HONG KONG OFFER SHARES
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, telecoms,
computer, payment or other services to the Company or the H Share Registrar in connection with
their respective business operation;
• the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or otherwise
as required by laws, rules or regulations, including for the purpose of the Stock Exchange’s
administration of the Listing Rules and the SFC’s performance of its statutory functions; and
• any persons or institutions with which the holders of Hong Kong Offer Shares have or propose to
have dealings, such as their bankers, solicitors, accountants or brokers etc.
5. Retention of personal data
The Company and the H Share Registrar will keep the personal data of the applicants and holders of
Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which the personal data were
collected. Personal data which is no longer required will be destroyed or dealt with in accordance with the
Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether the Company
or the H Share Registrar hold their personal data, to obtain a copy of that data, and to correct any data that is
inaccurate. The Company and the H Share Registrar have the right to charge a reasonable fee for the
processing of such requests. All requests for access to data or correction of data should be addressed to the
Company and the H Share Registrar, at their registered address disclosed in the section headed “Corporate
information” in this prospectus or as notified from time to time, for the attention of the company secretary, or
the H Share Registrar for the attention of the privacy compliance officer.
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APPENDIX I ACCOUNTANTS’ REPORT
The following is the text of a report set out on pages I-1 to I-97, prepared for inclusion in this prospectus,
received from the independent reporting accountants of the Company, Moore CPA Limited, Certified Public
Accountants, Hong Kong.
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS
OF SHENZHEN WOER HEAT-SHRINKABLE MATERIAL CO., LTD., CHINA SECURITIES
(INTERNATIONAL) CORPORATE FINANCE COMPANY LIMITED AND CHINA MERCHANTS
SECURITIES (HK) CO., LIMITED
Introduction
We report on the historical financial information of Shenzhen Woer Heat-Shrinkable Material Co., Ltd. (the
“Company”) and its subsidiaries (together, the “ Group”) set out on pages I-4 to I-97, which comprises the
consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in
equity and consolidated statements of cash flows of the Group for each of the years ended December 31, 2022,
2023 and 2024 and for the nine months ended September 30, 2025 (the “ Track Record Period ”), the
consolidated statements of financial position of the Group as at December 31, 2022, 2023 and 2024 and
September 30, 2025, the statements of financial position of the Company as at December 31, 2022, 2023 and
2024 and September 30, 2025 and material accounting policy information and other explanatory information
(together, the “ Historical Financial Information ”). The Historical Financial Information set out on pages I-4 to
I-97 forms an integral part of this report, which has been prepared for inclusion in the prospectus of the Company
dated February 5, 2026 (the “ Prospectus”) in connection with the initial listing of the shares of the Company on
the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical Financial Information that
gives a true and fair view in accordance with the basis of preparation set out in note 2 to the Historical Financial
Information, and for such internal control as the directors of the Company determine is necessary to enable the
preparation of the Historical Financial Information that is free from material misstatement, whether due to fraud
or error.
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APPENDIX I ACCOUNTANTS’ REPORT
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to report our opinion
to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting
Engagements 200 (“ HKSIR 200 ”) “Accountants’ Reports on Historical Financial Information in Investment
Circulars’’ issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA”). This standard
requires that we comply with ethical standards and plan and perform our work to obtain reasonable assurance
about whether the Historical Financial Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and disclosures in the
Historical Financial Information. The procedures selected depend on the reporting accountants’ judgment,
including the assessment of risks of material misstatement of the Historical Financial Information, whether due to
fraud or error. In making those risk assessments, the reporting accountants consider internal control relevant to
the entity’s preparation of the Historical Financial Information that gives a true and fair view in accordance with
the basis of preparation set out in note 2 to the Historical Financial Information, in order to design procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the entity’s internal control. Our work also included evaluating the appropriateness of accounting policies used
and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the accountants’ report, a true
and fair view of the consolidated financial position of the Group as at December 31, 2022, 2023 and 2024 and
September 30, 2025 and of the financial position of the Company as at December 31, 2022, 2023 and 2024 and
September 30, 2025 and of the financial performance and cash flows of the Group for the Track Record Period in
accordance with the basis of preparation set out in note 2 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 statement of profit or loss and other comprehensive income, consolidated statement of changes in
equity and consolidated statement of cash flows of the Group for the nine months ended September 30, 2024 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 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 to the
Historical Financial Information.
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APPENDIX I ACCOUNTANTS’ REPORT
Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange and the
Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements as
defined on page I-4 have been made.
Dividends
We refer to note 13 to the Historical Financial Information which contains information about the dividends
paid by the Company in respect of the Track Record Period.
Yours faithfully,
Moore CPA Limited
Certified Public Accountants
Hong Kong, February 5, 2026
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APPENDIX I ACCOUNTANTS’ REPORT
I. HISTORICAL FINANCIAL INFORMATION
Preparation of the Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this accountants’
report.
The consolidated financial statements of the Group for the Track Record Period, on which the Historical
Financial Information is based, have been prepared in accordance with IFRS Accounting Standards issued by
International Accounting Standards Board (the “ IASB”) and were audited by Moore CPA Limited in accordance
with Hong Kong Standards on Auditing issued by the HKICPA (the “ Underlying Financial Statements ”).
The Historical Financial Information is presented in Renminbi (“ RMB”) and all values are rounded to the
nearest thousand (RMB’000) except when otherwise indicated.
–I - 4–


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APPENDIX I ACCOUNTANTS’ REPORT
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Notes RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Revenue ........................... 6 5,336,649 5,718,841 6,920,102 4,815,515 6,076,678
Cost of sales ........................ (3,724,687) (3,930,200) (4,809,739) (3,320,800) (4,198,941)
Gross profit ........................ 1,611,962 1,788,641 2,110,363 1,494,715 1,877,737
Other income, gains and losses ......... 7 91,145 88,339 91,919 62,902 48,884
Selling expenses ..................... (314,238) (323,933) (353,553) (243,306) (283,870)
Administrative expenses .............. (248,248) (297,873) (345,659) (215,713) (235,310)
Research and development expenses ..... (305,808) (309,962) (348,694) (243,104) (325,688)
Share of results of associates ........... 6,060 9,877 9,807 9,288 4,164
Finance costs ....................... 8 (89,595) (66,778) (60,439) (44,933) (39,273)
Impairment losses on financial assets,
n e t ............................. 9 (23,922) (15,434) (29,881) (7,504) (9,922)
Listing expenses ..................... – – – – (636)
Profit before taxation ................. 9 727,356 872,877 1,073,863 812,345 1,036,086
Income tax expense .................. 1 0 (67,109) (115,150) (153,360) (103,102) (152,783)
PROFIT FOR THE YEAR/PERIOD . . 660,247 757,727 920,503 709,243 883,303
OTHER COMPREHENSIVE
(EXPENSE)/INCOME
Item that may be reclassified to profit or
loss:
Exchange differences arising on
translation of foreign operations ...... 8,311 (36) 1,280 23 (109)
Item that will not be reclassified to profit
or loss:
Fair value (loss)/gain on investments in
equity instruments at fair value through
other comprehensive income, net of
t a x ............................. (32,813) 11,683 (8,926) (10,774) (29,728)
Other comprehensive (expenses)/income
for the year/period (24,502) 11,647 (7,646) (10,751) (29,837)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR/PERIOD ......... 635,745 769,374 912,857 698,492 853,466
PROFIT FOR THE YEAR/PERIOD
ATTRIBUTABLE TO:
Owners of the Company .............. 614,623 700,483 847,551 655,096 821,839
Non-controlling interests .............. 45,624 57,244 72,952 54,147 61,464
660,247 757,727 920,503 709,243 883,303
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR/PERIOD
ATTRIBUTABLE TO:
Owners of the Company .............. 590,121 712,436 839,695 644,348 791,924
Non-controlling interests .............. 45,624 56,938 73,162 54,144 61,542
635,745 769,374 912,857 698,492 853,466
EARNINGS PER SHARE 14
Basic (RMB) ....................... 0.49 0.56 0.68 0.53 0.66
Diluted (RMB) ...................... 0.49 0.56 0.68 0.53 0.66
–I - 5–


--- page 311 ---
APPENDIX I ACCOUNTANTS’ REPORT
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at December 31, As at September 30,
2022 2023 2024 2025
Notes RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment ............... 1 5 2,721,815 2,837,427 3,055,160 3,620,300
Right-of-use assets ........................ 1 6 317,937 295,850 487,622 715,318
Goodwill ................................ 1 7 759,972 731,307 694,828 694,828
Intangible assets .......................... 1 8 17,724 36,064 25,874 21,459
Investment properties ...................... 1 9 14,342 15,700 14,321 13,251
Interests in associates ...................... 2 1 48,424 54,464 57,373 51,231
Equity instruments at fair value through other
comprehensive income ................... 2 2 161,122 186,346 175,843 125,406
Deferred tax assets ........................ 3 2 73,247 55,276 61,081 65,830
Contract assets ........................... 2 4 8,216 4,189 8,016 5,282
Trade and other receivables ................. 2 5 62,480 45,716 113,318 243,242
Total non-current assets .................... 4,185,279 4,262,339 4,693,436 5,556,147
CURRENT ASSETS
Inventories .............................. 2 3 701,251 710,277 865,307 1,139,055
Contract assets ........................... 2 4 18,728 20,163 32,205 36,251
Trade and other receivables ................. 2 5 2,541,348 2,920,745 3,465,350 3,791,039
Tax recoverable .......................... 7,566 1,303 596 7,393
Financial assets at fair value through profit or
loss .................................. 2 2 – 60,245 145,169 120,000
Restricted bank deposits .................... 2 6 2 3 4,154 1,264 1,863
Pledged bank deposits ..................... 2 6 64,721 62,140 59,489 32,989
Bank balances and cash .................... 2 6 799,820 939,070 967,510 951,647
Total current assets ........................ 4,133,457 4,718,097 5,536,890 6,080,237
CURRENT LIABILITIES
Trade and other payables ................... 2 7 1,324,804 1,516,042 1,899,931 2,321,996
Tax payables ............................. 46,440 63,457 89,497 84,703
Bank and other borrowings ................. 2 8 1,332,271 1,059,933 774,452 1,485,716
Lease liabilities ........................... 2 9 16,372 4,937 32,980 39,710
Contract liabilities ........................ 3 0 71,106 90,284 79,306 83,804
Deferred income .......................... 3 1 8,426 8,325 8,474 7,942
Total current liabilities ..................... 2,799,419 2,742,978 2,884,640 4,023,871
NET CURRENT ASSETS ................. 1,334,038 1,975,119 2,652,250 2,056,366
TOTAL ASSETS LESS CURRENT
LIABILITIES ......................... 5,519,317 6,237,458 7,345,686 7,612,513
NON-CURRENT LIABILITIES
Deferred tax liabilities ..................... 3 2 57,075 53,718 62,398 87,492
Bank and other borrowings ................. 2 8 554,675 622,632 901,473 826,638
Lease liabilities ........................... 2 9 37,543 32,338 193,410 178,433
Deferred income .......................... 3 1 70,630 66,266 60,076 54,254
Total non-current liabilities ................. 719,923 774,954 1,217,357 1,146,817
Net assets ............................... 4,799,394 5,462,504 6,128,329 6,465,696
EQUITY
Share capital ............................. 3 3 1,259,899 1,259,899 1,259,899 1,259,899
Reserves ................................ 3 4 3,082,723 3,647,648 4,274,906 4,913,621
Total equity attributable to owners of the
Company .............................. 4,342,622 4,907,547 5,534,805 6,173,520
Non-controlling interests ................... 456,772 554,957 593,524 292,176
Total equity .............................. 4,799,394 5,462,504 6,128,329 6,465,696
–I - 6–


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APPENDIX I ACCOUNTANTS’ REPORT
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at December 31, As at September 30,
2022 2023 2024 2025
Notes RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment ............... 1 5 452,116 444,831 371,902 403,056
Right-of-use assets ........................ 1 6 22,931 22,290 21,649 21,168
Intangible assets .......................... 1 8 14,118 30,726 21,234 17,017
Interests in subsidiaries .................... 2 0 2,997,615 3,145,962 3,196,160 3,807,232
Interests in associates ...................... 2 1 48,424 54,464 51,615 51,231
Equity instruments at fair value through other
comprehensive income ................... 2 2 161,122 178,789 165,964 125,406
Deferred tax assets ........................ 3 2 53,984 41,663 48,680 52,952
Contract assets ........................... 2 4 8,216 4,189 8,016 5,081
Trade and other receivables ................. 2 5 48,740 28,624 14,513 20,032
Total non-current assets .................... 3,807,266 3,951,538 3,899,733 4,503,175
CURRENT ASSETS
Inventories .............................. 2 3 157,545 135,573 89,115 123,356
Contract assets ........................... 2 4 2,918 261 9,668 10,355
Trade and other receivables ................. 2 5 826,416 847,769 835,303 829,346
Tax recoverable .......................... – – – 3,646
Amounts due from subsidiaries .............. 2 0 504,713 349,016 610,485 411,580
Restricted bank deposits .................... 2 6 9 2,859 23 23
Pledged bank deposits ..................... 2 6 33,109 17,354 16,491 23,991
Bank balances and cash .................... 2 6 155,918 248,765 169,429 201,814
Total current assets ........................ 1,680,628 1,601,597 1,730,514 1,604,111
CURRENT LIABILITIES
Trade and other payables ................... 2 7 322,275 304,332 348,205 416,103
Tax payable ............................. 5,140 13,187 10,802 –
Bank and other borrowings ................. 2 8 827,014 633,954 262,737 967,453
Amounts due to subsidiaries ................. 2 0 866,315 981,913 968,418 566,240
Contract liabilities ........................ 3 0 35,727 47,568 30,468 23,162
Deferred income .......................... 3 1 6,982 6,217 6,354 5,266
Total current liabilities ..................... 2,063,453 1,987,171 1,626,984 1,978,224
NET CURRENT(LIABILITIES)/ASSETS . . . (382,825) (385,574) 103,530 (374,113)
TOTAL ASSETS LESS CURRENT
LIABILITIES ......................... 3,424,441 3,565,964 4,003,263 4,129,062
NON-CURRENT LIABILITIES
Bank and other borrowings ................. 2 8 412,500 381,575 709,240 558,390
Deferred income .......................... 3 1 47,541 42,614 36,688 29,677
Total non-current liabilities ................. 460,041 424,189 745,928 588,067
Net assets ............................... 2,964,400 3,141,775 3,257,335 3,540,995
EQUITY
Share capital ............................. 3 3 1,259,899 1,259,899 1,259,899 1,259,899
Reserves ................................ 3 4 1,704,501 1,881,876 1,997,436 2,281,096
Total equity .............................. 2,964,400 3,141,775 3,257,335 3,540,995
–I - 7–


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APPENDIX I ACCOUNTANTS’ REPORT
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to owners of the Company
Share
capital
Capital
reserve
Treasury
share
Translation
reserve
Share-based
payments
reserve
Fair value
reserve
Statutory
reserve
Retained
profits Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 33) (Note 36) (Note 34)
At January 1, 2022 ................. 1,259,899 248,213 – (15,365) 3,187 (87,295) 416,903 1,954,068 3,779,610 357,541 4,137,151
Profit for the year .................. – – – – – – – 614,623 614,623 45,624 660,247
Exchange differences arising on
translation of foreign operations ..... – – – 8,311 – – – – 8,311 – 8,311
Fair value loss on investments in equity
instruments at fair value through other
comprehensive income ............ – – – – – (32,813) – – (32,813) – (32,813)
Total comprehensive income/(expense)
for the year ..................... – – – 8,311 – (32,813) – 614,623 590,121 45,624 635,745
Dividend paid (note 13) ............. – – – – – – – (44,096) (44,096) – (44,096)
Dividend paid to non-controlling
interests ........................ – – – – – – – – – (125) (125)
Appropriation to statutory reserve ..... – – – – – – 55,688 (55,688) – – –
Share-based payments ............... – – – – 5 9 6 – – – 5 9 6 3 4 9 9 4 5
Transfer upon vesting of share
awards ......................... – 3,318 – – (3,318) – – – – – –
Deemed partial disposal of interests in a
subsidiary without losing control
(note 44 (a)) ..................... – 16,391 – – – – – – 16,391 53,383 69,774
At December 31, 2022 .............. 1,259,899 267,922 – (7,054) 465 (120,108) 472,591 2,468,907 4,342,622 456,772 4,799,394
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APPENDIX I ACCOUNTANTS’ REPORT
Attributable to owners of the Company
Share
capital
Capital
reserve
Treasury
share
Translation
reserve
Share-based
payments
reserve
Fair value
reserve
Statutory
reserve
Retained
profits Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 33) (Note 36) (Note 34)
At January 1, 2023 ................. 1,259,899 267,922 – (7,054) 465 (120,108) 472,591 2,468,907 4,342,622 456,772 4,799,394
Profit for the year .................. – – – – – – 700,483 700,483 57,244 757,727
Exchange differences arising on
translation of foreign operations ..... – – – (33) – – – – (33) (3) (36)
Fair value gain on investments in equity
instruments at fair value through other
comprehensive income ............ – – – – – 11,986 – – 11,986 (303) 11,683
Total comprehensive income/(expense)
for the year ..................... – – – (33) – 11,986 – 700,483 712,436 56,938 769,374
Dividend paid (note 13) ............. – – – – – – – (50,396) (50,396) – (50,396)
Repurchase of shares (note 33) ........ – (11) (100,050) – – – – – (100,061) – (100,061)
Appropriation to statutory reserve ..... – – – – – – 56,145 (56,145) – – –
Share-based payments ............... – – – – 1,163 – – – 1,163 499 1,662
Deemed partial disposal of interests in a
subsidiary without losing control
(note 44 (a)) ..................... – 2,260 – – – – – – 2,260 16,882 19,142
Acquisition of additional interests in a
subsidiary without change in control
(note 44 (b)) .................... – (477) – – – – – – (477) 23,866 23,389
At December 31, 2023 .............. 1,259,899 269,694 (100,050) (7,087) 1,628 (108,122) 528,736 3,062,849 4,907,547 554,957 5,462,504
–I - 9–


--- page 315 ---
APPENDIX I ACCOUNTANTS’ REPORT
Attributable to owners of the Company
Share
capital
Capital
reserve
Treasury
share
Translation
reserve
Share-based
payments
reserve
Fair value
reserve
Statutory
reserve
Retained
profits Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 33) (Note 36) (Note 34)
At January 1, 2024 ................. 1,259,899 269,694 (100,050) (7,087) 1,628 (108,122) 528,736 3,062,849 4,907,547 554,957 5,462,504
Profit for the year .................. – – – – – – – 847,551 847,551 72,952 920,503
Exchange differences arising on
translation of foreign operations ..... – – – 1,173 – – – – 1,173 107 1,280
Fair value loss on investments in equity
instruments at fair value through other
comprehensive income ............ – – – – – (9,029) – – (9,029) 103 (8,926)
Total comprehensive income/(expense)
for the year ..................... – – – 1,173 – (9,029) – 847,551 839,695 73,162 912,857
Dividend paid (note 13) ............. – – – – – – – (211,877) (211,877) – (211,877)
Dividend paid to non-controlling
interests ........................ – – – – – – – – – (4,683) (4,683)
Appropriation of statutory reserve ..... – – – – – – 61,885 (61,885) – – –
Share-based payments ............... – – – – 1,689 – – – 1,689 405 2,094
Acquisition of additional interests in a
subsidiary without change in control
(note 44 (b)) .................... – (2,249) – – – – – – (2,249) (30,317) (32,566)
At December 31, 2024 .............. 1,259,899 267,445 (100,050) (5,914) 3,317 (117,151) 590,621 3,636,638 5,534,805 593,524 6,128,329
–I - 1 0–


--- page 316 ---
APPENDIX I ACCOUNTANTS’ REPORT
Attributable to owners of the Company
Share
capital
Capital
reserve
Treasury
share
Translation
reserve
Share-based
payments
reserve
Fair value
reserve
Statutory
reserve
Retained
profits Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 33) (Note 36) (Note 34)
At January 1, 2025 ................. 1,259,899 267,445 (100,050) (5,914) 3,317 (117,151) 590,621 3,636,638 5,534,805 593,524 6,128,329
Profit for the period ................. – – – – – – – 821,839 821,839 61,464 883,303
Exchange differences arising on
translation of foreign operations ..... – – – (110) – – – – (110) 1 (109)
Fair value (loss)/gain on investments in
equity instruments at fair value
through other comprehensive
income ......................... – – – – – (29,805) – – (29,805) 77 (29,728)
Total comprehensive (expense)/income
for the period .................... – – – (110) – (29,805) – 821,839 791,924 61,542 853,466
Appropriation of statutory reserve ..... – – – – – – 113,483 (113,483) – – –
Dividend paid (note 13) ............. – – – – – – – ( 170,748) (170,748) – (170,748)
Dividend paid to non-controlling
interests ........................ – – – – – – – – – (14,924) (14,924)
Share-based payments ............... – – – – 8,666 – – – 8,666 702 9,368
Decreased in non-controlling interests as
a result of acquisition of additional
interests in subsidiaries without
change in control ................. – 8,873 – – – – – – 8,873 (352,973) (344,100)
Increase in non-controlling interests as a
result of acquisition of subsidiaries . . – – – – – – – – – 4,100 4,100
Reclassification of fair value reserve
upon disposal of equity instruments at
fair value through other comprehensive
income (“FVTOCI” ).............. – – – – – (3,387) – 3,387 – 205 205
At September 30, 2025 .............. 1,259,899 276,318 (100,050) (6,024) 11,983 (150,343) 704,104 4,177,633 6,173,520 292,176 6,465,696
–I - 1 1–


--- page 317 ---
APPENDIX I ACCOUNTANTS’ REPORT
Attributable to owners of the Company
Share
capital
Capital
reserve
Treasury
share
Translation
reserve
Share-based
payments
reserve
Fair value
reserve
Statutory
reserve
Retained
profits Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 33) (Note 36) (Note 34)
At January 1, 2024 ................. 1,259,899 269,694 (100,050) (7,087) 1,628 (108,122) 528,736 3,062,849 4,907,547 554,957 5,462,504
Profit for the period ................. – – – – – – – 655,096 655,096 54,147 709,243
Exchange differences arising on
translation of foreign operations ..... – – – ( 3 ) – – – – ( 3 ) 2 6 2 3
Fair value loss on investments in equity
instruments at fair value through other
c o m p r e h e n s i v ei n c o m e ............. – – – – – (10,745) – – (10,745) (29) (10,774)
Total comprehensive (expense)/income
for the period .................... – – – ( 3 ) – (10,745) – 655,096 644,348 54,144 698,492
Appropriation of statutory reserve ..... – – – – – – 52,736 (52,736) – – –
Dividend paid (note 13) ............. – – – – – – – (211,877) (211,877) – (211,877)
Dividend paid to non-controlling
interests ........................ – – – – – – – – – (2,669) (2,669)
Share-based payments ............... – – – – (190) – – – (190) – (190)
Decreased in non-controlling interests as
a result of acquisition of additional
interests in subsidiaries without
change in control ................. – (2,095) – – – – – – (2,095) (30,471) (32,566)
At September 30, 2024 (unaudited) .... 1,259,899 267,599 (100,050) (7,090) 1,438 (118,867) 581,472 3,453,332 5,337,733 575,961 5,913,694
–I - 1 2–


--- page 318 ---
APPENDIX I ACCOUNTANTS’ REPORT
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
Notes RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
CASH FLOWS FROM OPERATING
ACTIVITIES
Profit before taxation .................. 727,356 872,877 1,073,863 812,345 1,036,086
Adjustments for:
Finance costs ........................ 8 89,595 66,778 60,439 44,933 39,273
Interest income ....................... 7 (7,781) (12,368) (16,747) (9,137) (6,417)
Share of results of associates ............ (6,060) (9,877) (9,807) (9,288) (4,164)
Depreciation of property, plant and
equipment ......................... 1 5 194,448 212,432 239,427 168,269 202,064
Depreciation of right-of-use assets ....... 1 6 22,608 21,618 34,578 25,221 37,040
Depreciation of investment properties ..... 1 9 1,244 1,234 1,379 1,090 1,070
Amortization of intangible assets ........ 1 8 23,861 5,359 12,688 6,552 5,997
Written-down of inventories ............ 9 13,766 17,514 25,378 6,582 28,948
Impairment losses on trade receivables .... 9 19,102 21,628 24,302 5,776 8,945
(Reversal of impairment losses)/impairment
losses on bills receivables ............ 9 (1,028) 418 2,147 466 (755)
Impairment losses/(reversal of impairment
losses) on other receivables ........... 9 1 4 4 (2,501) 1,894 188 (871)
Impairment losses/(reversal of impairment
losses) on contract assets ............. 9 5,704 (4,111) 1,538 1,074 2,603
Impairment losses on goodwill .......... 9 – 28,665 36,479 – –
Impairment losses on property, plant and
equipment, net ..................... 7 1,652 83 5,228 435 110
Share-based payments ................. 9 9 4 5 1,662 2,094 (190) 9,368
Gain on fair value change of financial
assets at fair value through profit or loss
(“FVTPL” ) ....................... 7 (93) (590) (6,330) (3,652) (2,744)
Gain on early termination of leases ....... 7 (20) ––––
Loss on disposal of property, plant and
equipment ......................... 7 3,025 2,582 7,632 1,569 505
Loss on disposal of right-of-use assets .... 7 8––––
Dividend income received from equity
instruments at FVTOCI .............. 7 (3,200) (1,663) (3,313) (1,819) (1,000)
1,085,276 1,221,740 1,492,869 1,050,414 1,356,058
Increase in inventories ................. (118,706) (26,540) (180,408) (97,158) (302,696)
Increase in trade and other receivables .... (261,223) (634,072) (847,561) (513,190) (645,119)
(Increase)/decrease in contract assets ..... (20,268) 6,703 (17,407) (9,175) (3,915)
Decrease/(increase) in restricted bank
deposits .......................... 9 9 1 (4,131) 2,890 926 (599)
Increase in trade and other payables ...... 383,868 360,994 631,746 331,032 622,583
Increase/(decrease) in contract liabilities . . 20,931 19,178 (10,978) (9,972) 4,498
Increase/(decrease) in deferred income .... 1,428 (4,465) (6,041) (5,651) (6,354)
Cash generated from operations ......... 1,092,297 939,407 1,065,110 747,226 1,024,456
Income tax paid ...................... (56,454) (79,318) (122,161) (94,684) (138,199)
Net cash from operating activities ........ 1,035,843 860,089 942,949 652,542 886,257
–I - 1 3–


--- page 319 ---
APPENDIX I ACCOUNTANTS’ REPORT
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
Notes RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
CASH FLOWS FROM INVESTING
ACTIVITIES
Interest received .......................... 7,781 12,368 16,747 9,137 6,417
Proceeds from disposal of property, plant and
equipment ............................. 31,324 29,634 6,967 4,906 8,283
Proceeds from disposal of right-of-use assets . . . 3,36 5––– –
Proceeds from disposal of equity instruments at
FVTOCI .............................. –––– 15,070
Proceeds from disposal of financial assets at
FVTPL ............................... 80,093 200,345 2,062,406 1,230,897 1,152,913
Purchase of property, plant and equipment ..... ( 3 7 6,277) (302,716) (516,571) (371,813) (776,065)
Purchase of intangible assets ................ ( 1,664) (6,862) (2,498) (2,181) (1,582)
Purchase of equity instruments at FVTOCI ..... – (11,479) – – –
Acquisition of assets through acquisition of
subsidiaries ............................ 43 (73,380) – – – (2,125)
Purchase of financial assets at FVTPL ........ (80,000) (260,000)(2,141,000) ( 1,485,611) (1,125,000)
Decrease/(increase) of pledged bank deposits . . . 14,922 2,581 2,651 (15,033) 26,500
Placement of bank deposit with maturity over
three months ........................... – (60,000) (80,000) (80,000) (101,520)
Withdrawal of bank deposit with maturity over
three months ........................... – – 60,000 60,000 161,520
Placement of fixed time deposit ............. – – (10,025) – –
Withdrawal of fixed time deposit ............ –––– 10,025
Dividends received from an associate ......... 2,361 1,877 1,674 – 4,456
Dividends received from equity instruments at
FVTOCI .............................. 3,200 1,663 3,313 1,819 1,000
Capital reduction in associates ............... 2 1 – 1,960 11,074 11,074 –
Capital contribution in an associate ........... 2 1 –––– (1,000)
Acquisition of interests in an associate ........ 2 1 – – (5,850) (3,900) –
Net cash used in investing activities .......... (388,275) (390,629) (591,112) (640,705) (621,108)
CASH FLOWS FROM FINANCING
ACTIVITIES
Interest paid ............................. 3 8 (94,145) (69,866) (56,875) (43,894) (35,934)
Additions of borrowings ................... 3 8 1,381,375 1,375,358 1,452,749 1,304,795 1,401,512
Repayment of borrowings .................. 3 8 (1,705,696)(1,573,028)(1,459,055)(1,176,098) (765,312)
Repayment of lease liabilities ............... 3 8 (124,834) (16,075) (37,157) (25,948) (269,942)
Dividend paid ............................ (44,096) (50,396) (211,877) (211,877) (170,748)
Dividend paid to non-controlling interests of
subsidiaries ............................ (125) – (4,683) (2,669) (14,924)
Proceed from/(payment for) acquisition of
additional interests in subsidiaries .......... 44(b) – 23,389 (32,566) (32,566) (344,100)
Payment for listing expenses ................ –––– (9,753)
Repurchase of shares ...................... 3 3 – (100,061) – – –
Capital injection by non-controlling interests in a
subsidiary without losing control............ 44(a) 69,774 19,142 – – –
Net cash used in financing activities .......... ( 517,747) (391,537) (349,464) (188,257) (209,201)
NET INCREASE/(DECREASE) IN CASH
AND CASH EQUIVALENTS ............ 129,821 77,923 2,373 (176,420) 55,948
Cash and cash equivalents at beginning of the
year/period ............................ 657,398 799,820 879,070 879,070 877,485
Effect of foreign exchange rate changes, net .... 12,601 1,327 (3,958) 2,999 (1,786)
CASH AND CASH EQUIVALENTS AT END
OF THE YEAR/PERIOD ............... 26 799,820 879,070 877,485 705,649 931,647
–I - 1 4–


--- page 320 ---
APPENDIX I ACCOUNTANTS’ REPORT
II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. GENERAL INFORMATION
Shenzhen Woer Heat-Shrinkable Material Co., Ltd. (the “ Company”) is established in the People’s Republic of China (hereafter, the
“PRC”) on June 19, 1998. The Company converted into a joint stock company with limited liability on September 28, 2004. With the
approval of the China Securities Regulatory Commission, the Company completed its initial public offering and the Company’s shares were
listed on the Shenzhen Stock Exchange (stock code: 002130.SZ) on April 20, 2007. The registered address and principal place of business of
the Company is Woer Industrial Park, Lanjing North Road, Longtian Subdistrict, Pingshan District, Shenzhen, Guangdong Province, PRC.
The Company and its subsidiaries (collectively referred to as the “ Group”) are principally engaged in manufacturing and selling of
telecoms cables, electronic material products, new energy vehicles (“ NEV(s)”) power transmission products and electrical cable accessories
products, sales of wind power and manufacturing operations management (“ MOM”) and manufacturing execution system (“ MES”) software
development, sales and implementation services.
The Historical Financial Information is presented in Renminbi (“ RMB”), which is also the functional currency of the Company.
During the Track Record Period and as at the date of this report, the Company had direct and indirect interests in its subsidiaries, all of
which are private limited liability companies, the particulars of which are set out below:
Equity/beneficial interest held by the Group as at
Name of entities
Place and date of
incorporation/
establishment
Nominal value of
registered share
capital
December 31,
2022
December 31,
2023
December 31,
2024
September 30,
2025
At date of
this
report Principal activities Notes
%%% % %
Directly held by the Company
Beijing Woerfa Electrical Co.,
Ltd.*
PRC/November 9,
2010
RMB3,500,000 100 100 100 100 100 Research and
development
(“R&D”),
production and
sales of products
(a)
Changchun Wall Nuclear Material
Wind Power Generation Co.,
Ltd.*
PRC/June 25,
2009
RMB50,000,000 100 100 100 100 100 Wind power
development,
construction and
operation
(a)
Changzhou WOER HEAT-
SHRINKABLE Material Co.,
Ltd.*
PRC/
November 10,
2010
RMB50,000,000 100 100 100 100 100 R&D, production
and sales of
products
(b)
CYG Electronics (Group) Co.,
Ltd. (“CYG Electronics
(Group)”)*
PRC/July 29,
1993
RMB120,000,000 75 75 75 100 100 Trading (b)
Hongkong Woer Trading Co.,
Limited
Hong Kong/
December 16,
2008
HKD358,128,711 100 100 100 100 100 Trading (s)
Huizhou Dingding Special Cable
Co., Ltd.*
PRC/
November 25,
2024
RMB40,000,000 N/A N/A – 97.14 97.14 Production and
sales of products
(e)
Huizhou Dingding Technology
Co., Ltd.*
PRC/
November 25,
2024
RMB40,000,000 N/A N/A – 97.14 97.14 Production and
sales of products
(e)
Huizhou Wal Technology
Development Co., Ltd.*
PRC/April 1,
2022
RMB100,000,000 100 51 51 51 51 Production and
sales of products
(d)
Huizhou Wo’er Electronic
Materials Co., Ltd.*
PRC/
November 25,
2024
RMB40,000,000 N/A N/A 100 100 100 Production and
sales of products
(e)
Huizhou Wo’er Heat Shrinkable
Materials Co., Ltd.*
PRC/
December 27,
2024
RMB1,000,000 N/A N/A 100 100 100 Dormant (f)
Huizhou Wo’er Intelligent
Technology Co., Ltd.*
PRC/
November 25,
2024
RMB40,000,000 N/A N/A 100 100 100 Production and
sales of products
(e)
Huizhou Yueting Electronics Co.,
Ltd.*
PRC/January 8,
2018
RMB74,000,000 51 51 51 51 51 Leasing (b)
KTG (ChangZhou) New Material
Co., Ltd.*
PRC/March 8,
2021
RMB5,000,000 100 100 100 100 100 Production and
sales of products
(a)
Qingdao Woerxinyuan Wind
Power Generation Co., Ltd.*
PRC/June 22,
2011
RMB440,000,000 100 100 100 100 100 Wind power
development,
construction and
operation
(b)
Shanghai Lante New Material
Co., Ltd.*
PRC/May 21,
2001
RMB29,880,000 100 100 100 100 100 Investment (a)
Shenzhen Guodian Julong
Electrical Technology Co.,
Ltd.*
PRC/June 29,
2004
RMB2,000,000 100 100 100 100 100 R&D, production
and sales of
products
(b)
–I - 1 5–


--- page 321 ---
APPENDIX I ACCOUNTANTS’ REPORT
Equity/beneficial interest held by the Group as at
Name of entities
Place and date of
incorporation/
establishment
Nominal value of
registered share
capital
December 31,
2022
December 31,
2023
December 31,
2024
September 30,
2025
At date of
this
report Principal activities Notes
%%% % %
Shenzhen Judian Network
Technology Co., Ltd.*
PRC/
September 26,
2014
RMB50,000,000 58.78 58.78 58.78 58.78 58.78 Charging pile
software
operation
services
(a)
Shenzhen Orbit Systems Inc.*
(“Shenzhem Orbit”)
PRC/
September 19,
2005
RMB10,000,000 62.9 62.9 62.9 62.9 62.9 MOM and MES
software
development,
sales and
implementation
services
(b)
Shenzhen WOER HEAT-
SHRINKABLE Co., Ltd.
(“WOER HEAT-
SHRINKABLE”)*
PRC/August 10,
2018
RMB100,000,000 100 100 100 100 100 Production and
sales of products
(b)
Shenzhen WOER Electric
Technology Co., Ltd.
PRC/
September 17,
2018
RMB100,000,000 100 100 100 100 100 R&D, production
and sales of
products
(b)
Shenzhen Woer Intelligent
Equipment Co., Ltd.*
PRC/July 15,
2014
RMB8,000,000 100 100 100 100 100 R&D (a)
Shenzhen Woer New Energy
Electric Technology Co., Ltd.
(“Shenzhen Woer New
Energy Electric
Technology”)*
PRC/
December 2,
2003
RMB84,435,900 76.61 76.71 76.71 76.71 76.71 R&D, production
and sales of
products
(b)
Shenzhen Wolida Trading Co.,
Ltd.*
PRC/
November 3,
2008
RMB5,000,000 100 100 100 100 100 R&D, production
and sales of
products
(a)
Tianjin Wo’erfa Power
Equipment Co., Ltd.*
PRC/March 27,
2012
RMB61,000,000 100 100 100 100 100 R&D, production
and sales of
products
(b)
Woer International (Singapore)
Pte. Ltd.
Singapore/
March 11,
2019
SGD1,000,000
and
US$16,988,000
100 100 100 100 100 Sales and
Investment
(t)
Wuhan Wal New Material Co.,
Ltd.*
PRC/May 18,
2022
RMB50,000,000 100 100 100 100 100 R&D, production
and sales of
products
(g)
Wuhan Wal Nuclear Power
Technology Co., Ltd.*
PRC/May 18,
2022
RMB50,000,000 100 100 100 100 100 R&D, production
and sales of
products
(g)
Wuhan Wo’er Nuclear Material
Technology Development Co.,
Ltd.*
PRC/May 18,
2022
RMB50,000,000 – – 100 100 100 R&D, production
and sales of
products
(h)
Indirectly held by the Company
Beijing Judian Juneng
Technology Co., Ltd.*
PRC/October 28,
2015
RMB2,000,000 58.78 58.78 58.78 58.78 58.78 Charging pile
operation
services
(a)
Changzhou Varlk Technology
Co., Ltd.*
PRC/March 9,
2016
RMB20,000,000 78.76 78.76 78.76 78.76 78.76 R&D, production
and sales of
products
(b)
Changyuan Electronics
(Dongguan) Co., Ltd.*
PRC/
February 14,
2014
RMB50,000,000 75 75 75 100 100 R&D, production
and sales of
products
(a)
Changzhou Changyuan Electronic
Materials Co., Ltd.*
PRC/March 18,
2020
RMB10,000,000 75 75 75 100 100 Production and
sales of products
(a)
Changzhou Changyuan Tefa
Technology Co., Ltd.*
PRC/April 26,
2019
RMB20,000,000 75 75 75 100 100 R&D, production
and sales of
products
(a)
Changzhou Guodian Julong
Electric Technology Co., Ltd.*
PRC/March 30,
2022
RMB10,000,000 100 100 100 100 100 Production and
sales of products
(i)
CYG Tefa Co., Ltd.* PRC/
December 6,
2002
RMB252,700,000 75 75 75 100 100 R&D, production
and sales of
products
(a)
Dalian LTK Trade Ltd.* PRC/March 30,
2001
RMB16,554,180 92.89 90.93 94.32 94.32 94.32 Trading (b)
Dongguan Salipt Co., Ltd.* PRC/October 11,
2006
RMB8,000,000 75 75 75 100 100 R&D, production
and sales of
products
(a)
Guizhou Huier New Materials
Co., Ltd.* (“ Guizhou Huier”)
PRC/April 12,
2021
RMB13,950,017 N/A N/A N/A 100 100 R&D,
production and
sales of flame
retardants
(w)
–I - 1 6–


--- page 322 ---
APPENDIX I ACCOUNTANTS’ REPORT
Equity/beneficial interest held by the Group as at
Name of entities
Place and date of
incorporation/
establishment
Nominal value of
registered share
capital
December 31,
2022
December 31,
2023
December 31,
2024
September 30,
2025
At date of
this
report Principal activities Notes
%%% % %
Hailin Xinyuan Wind Power Co.,
Ltd.*
PRC/
September 25,
2009
RMB5,000,000 100 N/A N/A N/A N/A Wind power
development,
construction and
operation
(j)
Huizhou LTK Electronic Cable
Ltd.*
PRC/April 27,
2002
RMB16,174,772 92.89 90.93 94.32 94.32 94.32 R&D, production
and sales of
products
(b)
Huizhou Changyuan Tefa
Technology Co., Ltd.*
PRC/February 8,
2021
RMB20,000,000 75 75 75 100 100 R&D, production
and sales of
products
(a)
Huizhou Dingding Special Cable
Co., Ltd.*
PRC/
November 25,
2024
RMB40,000,000 N/A N/A 94.32 2.70 2.70 Production and
sales of products
(e)
Huizhou Dingding Technology
Co., Ltd.*
PRC/
November 25,
2024
RMB40,000,000 N/A N/A 94.32 2.70 2.70 Production and
sales of products
(e)
Huizhou Woerxin Technology
Co., Ltd.*
PRC/July 25,
2019
RMB20,000,000 92.89 90.93 94.32 94.32 94.32 Production and
sales of products
(b)
Huzhou Changyuan Tefa
Technology Co., Ltd.*
PRC/May 16,
2016
RMB10,000,000 75 75 75 100 100 R&D, production
and sales of
products
(a)
Huizhou Wolidate Technology
Co., Ltd.*
PRC/June 30,
2025
RMB1,000,000 N/A N/A N/A 100 100 Dormant (v)
LTK Cable (Vietnam) Company
Limited
Vietnam/
October 23,
2019
USD 1,400,000 92.89 90.93 94.32 94.32 94.32 Production and
sales of products
(u)
Lepond Investment Limited BVI/ May 11,
2006
USD 1 75 75 75 100 100 Investment (a)
Liangcheng County Xinyuan
Wind Power Generation Co.,
Ltd.
PRC/August 19,
2010
RMB5,000,000 100 N/A N/A N/A N/A Wind power
development,
construction and
operation
(k)
LTK CABLE (Chongqing) Ltd. PRC/October 15,
2007
RMB11,100,566 92.89 90.93 94.32 94.32 94.32 R&D, production
and sales of
products
(b)
LTK Electric Wire (Huizhou)
Ltd.* (“LTK Electric”)*
PRC/January 4,
1988
RMB123,727,000 92.89 90.93 94.32 94.32 94.32 R&D, production
and sales of
products
(b)
LTK Electric Wire (Changzhou)
Ltd.*
PRC/July 23,
2013
RMB51,476,096 92.89 90.93 94.32 94.32 94.32 Production and
sales of products
(b)
LTK International Ltd. Hong Kong/
September 30,
2006
HKD 322,702,251 92.89 90.93 94.32 94.32 94.32 Trading (v)
Noblefu New Material
Technology Pte. Ltd.
Singapore/
October 12,
2020
SGD 100 100 100 100 100 100 Sales and
Investment
(t)
Shanghai Anda Run Nano
Materials Co., Ltd.*
PRC/January 10,
2024
RMB50,000,000 N/A N/A 63.01 78.76 78.76 Production and
sales of products
(l)
Shanghai Changyuan Electronic
Material Co., Ltd.*
PRC/July 17,
2000
RMB60,000,000 75 75 75 100 100 R&D, production
and sales of
products
(b)
Shanghai Changyuan Radiation
Technology Co., Ltd.*
PRC/June 23,
2005
RMB30,500,000 75 75 75 100 100 Leasing (b)
Shanghai Judian New Energy
Vehicle Technology Co., Ltd.*
PRC/
November 16,
2015
RMB20,000,000 58.78 58.78 58.78 58.78 58.78 Charging pile
operation
services
(a)
Shanghai Keter New Materials
Co., Ltd.(“Shanghai Keter
New Materials”)*
PRC/August 28,
1997
RMB94,520,000 78.76 78.76 78.76 78.76 78.76 R&D, production
and sales of
products
(b)
Shanghai Lin Tian Functional
Materials Co., Ltd.*
PRC/
November 28,
2002
RMB10,000,000 78.76 78.76 78.76 78.76 78.76 R&D, production
and sales of
products
(a)
Shanghai Ricoro Film Co., Ltd.* PRC/May 10,
2002
RMB10,000,000 78.76 78.76 78.76 78.76 78.76 Production and
sales of products
(a)
Shanghai WoDarun New
Materials Co., Ltd.*
PRC/July 12,
2024
RMB10,000,000 N/A N/A 78.76 78.76 78.76 Production and
sales of products
(m)
Shenzhen Huawo Zhilian
Technology Co., Ltd.*
PRC/April 22,
2020
RMB10,000,000 62.9 62.9 N/A N/A N/A R&D and sales
of products
(n)
Shenzhen Judian Investment
Holdings Co., Ltd.*
PRC/
November 1,
2016
RMB1,000,000 58.78 58.78 58.78 58.78 58.78 Investment (a)
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APPENDIX I ACCOUNTANTS’ REPORT
Equity/beneficial interest held by the Group as at
Name of entities
Place and date of
incorporation/
establishment
Nominal value of
registered share
capital
December 31,
2022
December 31,
2023
December 31,
2024
September 30,
2025
At date of
this
report Principal activities Notes
%%% % %
Shenzhen Judian New Energy
Technology Co., Ltd.*
PRC/June 6,
2022
RMB88,000,000 58.78 58.78 58.78 58.78 58.78 Production and
sales of products
(o)
Shenzhen Judian New Energy
Automobile Service Co., Ltd.*
PRC/August 12,
2015
RMB60,000,000 58.78 58.78 58.78 58.78 58.78 Sales of products (a)
Shenzhen Kenaite Conductive
Precision Technology Co.,
Ltd.*
PRC/February 8,
2025
RMB1,000,000 N/A N/A N/A 76.71 76.71 R&D, production
and sales of
products
(y)
Shenzhen Woer New Energy
Technology Co., Ltd.*
PRC/July 10,
2023
RMB1,000,000 N/A 76.71 76.71 76.71 76.71 R&D, production
and sales of
products
(p)
Shenzhen Woer Wire & Cable
Technology Co. Ltd.*
PRC/October 12,
2005
RMB40,000,000 92.89 90.93 94.32 94.32 94.32 R&D, production
and sales of
products
(b)
Surgwave Electronics (Shanghai)
Co., Ltd.*
PRC/April 30,
2007
RMB15,000,000 78.76 78.76 78.76 78.76 78.76 R&D, production
and sales of
products
(b)
Tianjin Changyuan Electronic
Material Co., Ltd.*
PRC/April 21,
2011
RMB50,000,000 75 75 75 100 100 R&D, production
and sales of
products
(b)
Tianjin Woting Electronics Co.,
Ltd.*
PRC/August 15,
2019
RMB51,000,000 100 100 100 100 100 Production and
sales of products
(a)
Woer International (Malaysia)
SDN. BHD.
Malaysia/
April 23, 2025
RM100 N/A N/A N/A 100 100 Dormant (q)
WOER NEW (MATERIAL)
SDN. BHD. (formerly known
as Woer Trading (Malaysia)
SDN. BHD.)
Malaysia/
January 13,
2025
RM1,000 N/A N/A N/A 100 100 Investment
holding
(r)
Wuhan Wal New Energy
Technology Co., Ltd.*
PRC/May 18,
2022
RMB50,000,000 100 76.71 76.71 76.71 76.71 R&D, production
and sales of
products
(g)
Wuhan Wo’er Nuclear Material
Technology Development Co.,
Ltd.*
PRC/May 18,
2022
RMB50,000,000 92.89 90.93 – – – R&D, production
and sales of
products
(h)
Huizhou Wal Technology
Development Co., Ltd.*
PRC/April 1,
2022
RMB100,000,000 – 37.75 37.75 49 49 Production and
sales of products
(d)
* The English names of these subsidiaries registered in the PRC represent the translated names of these companies as no English names
have been registered.
Notes:
(a) No statutory financial statements for the years ended December 31, 2022, 2023 and 2024 was available as there were no
requirements to issue audited accounts by the local authorities.
(b) The financial statements for the years ended December 31, 2022 and 2023 and for the year ended December 31, 2024 prepared in
accordance with PRC accounting principles and regulations were audited by Da Hua Certified Public Accountants (Special General
Partnership), a certified public accounting firm registered in the PRC and Zandar Certified Public Accountants LLP, a certified
public accounting firm registered in the PRC, respectively.
(c) No statutory financial statements for the years ended December 31, 2022, 2023 and 2024 were issued.
(d) The entity was established on April 1, 2022. No statutory financial statements for the period ended December 31, 2022 and for the
years ended December 31, 2023 and 2024 were available as there was no requirements to issue audited accounts by the local
authorities. The Group directly and indirectly holds 51% and 37.75% equity interest in Huizhou Wal Technology Development Co.,
Ltd respectively as at December 31, 2022, 2023 and 2024. The Group directly and indirectly holds 51% and 49% as at
September 30, 2025.
(e) The entity was established on November 25, 2024 and its shareholdings was partially transferred to the Company on April 24, 2025.
The financial statements for the year ended December 31, 2024 prepared in accordance with PRC accounting principles and
regulations were audited by Zandar Certified Public Accountants LLP, a certified public accounting firm registered in the PRC. The
Group directly and indirectly holds 97.14% and 2.70% equity interest in Huizhou Dingding Special Cable Co., Ltd. and Huizhou
Dingding Technology Co., Ltd., respectively.
(f) The entity was established on December 27, 2024. No statutory financial statements for the period ended December 31, 2024 were
available as there was no requirements to issue audited account by the local authorities.
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APPENDIX I ACCOUNTANTS’ REPORT
(g) The entity was established on May 18, 2022. No statutory financial statements for the years ended December 31, 2022, 2023 and
2024 were available as there was no requirements to issue audited account by the local authorities.
(h) The entity was established on May 18, 2022 and it’s shareholdings was transferred to the Company on September 10, 2024. The
financial statements for the years ended December 31, 2022 and 2023 and for the year ended December 31, 2024 prepared in
accordance with PRC accounting principles and regulations were audited by Da Hua Certified Public Accountants (Special General
Partnership), a certified public accounting firm registered in the PRC and Zandar Certified Public Accountants LLP, a certified
public accounting firm registered in the PRC, respectively.
(i) The entity was established on March 30, 2022. No statutory financial statements for the period ended December 31, 2022 and for
the years ended December 31, 2023 and 2024 were available as there was no requirements to issue audited account by the local
authorities. The financial statements for the year ended December 31, 2023 and for the year ended December 31, 2024 prepared in
accordance with PRC accounting principles and regulations were audited by Da Hua Certified Public Accountants (Special General
Partnership), a certified public accounting firm registered in the PRC and Zandar Certified Public Accountants LLP, a certified
public accounting firm registered in the PRC, respectively.
(j) The entity was deregistered on March 9, 2023. The statutory financial statements for the year ended December 31, 2022 prepared in
accordance with PRC accounting principles and regulations were audited by Da Hua Certified Public Accountants (Special General
Partnership), a certified public accounting firm registered in the PRC.
(k) The entity was deregistered on November 27, 2023. No statutory financial statements for the years ended December 31, 2022 and
2023 were available as there was no requirements to issue audited account by the local authorities.
(l) The entity was established on January 10, 2024. No statutory financial statements for the period ended December 31, 2024 were
available as there was no requirements to issue audited account by the local authorities.
(m) The entity was established on July 12, 2024. No statutory financial statements for the period ended December 31, 2024 were
available as there was no requirements to issue audited account by the local authorities.
(n) The entity was deregistered on July 29, 2024. No statutory financial statements for the years ended December 31, 2022 and 2023
were available as there was no requirements to issue audited accounts by the local authorities.
(o) The entity was established on June 6, 2022. No statutory financial statements for the period ended December 31, 2022, and for the
years ended December 31, 2023 and 2024 were available as there was no requirements to issue audited accounts by the local
authorities.
(p) The entity was established on July 10, 2023. No statutory financial statements for the period ended December 31, 2023 and for the
year ended December 31, 2024 were available as there was no requirements to issue audited accounts by the local authorities.
(q) The entity was established on April 23, 2025.
(r) The entity was established on January 13, 2025.
(s) The statutory financial statements for the years ended December 31, 2022, 2023 and 2024 prepared in accordance with Hong Kong
accounting principles and regulations were audited by Linkpath CPA Limited, a certified public accounting firm registered in
Hong Kong.
(t) The statutory financial statements for the years ended December 31, 2022 and 2023 prepared in accordance with Singapore
accounting principles and regulations were audited by Prime Accounts LLP, a certified public accounting firm registered in
Singapore. The statutory financial statements for the year ended December 31, 2024 have yet been due to issue.
(u) The statutory financial statements for the years ended December 31, 2022, 2023 and 2024 prepared in accordance with Vietnam
accounting principles and regulations were audited by APS Auditing Company Limited, a certified public acounting firm registered
in Vietnam.
(v) The statutory financial statements for the years ended December 31, 2022 and 2023 prepared in accordance with Hong Kong
accounting principle and regulations were audited by Linkpath CPA Limited, a certified public accounting firm registered in
Hong Kong. The statutory financial statements for the year ended December 31, 2024 have yet been due to issue.
(w) Additional shareholding in the entity was acquired by the Company on June 11, 2025 as detailed in note 43(b).
(x) The entity was established on June 30, 2025.
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APPENDIX I ACCOUNTANTS’ REPORT
(y) The entity was established on February 8, 2025.
(z) None of the subsidiaries had issued any debt securities at the end of the year.
2. BASIS OF PREPARATION OF HISTORICAL FINANCIAL INFORMATION
The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards, which comprise all standards
and interpretations approved by the International Accounting Standards Board (the “ IASB”). All IFRS Accounting Standards effective for the
accounting period commencing from January 1, 2025, together with the relevant transitional provisions, have been early adopted by the Group
in the preparation of the Historical Financial Information throughout the Track Record Period.
The statutory consolidated financial statements of the Group for the years ended December 31, 2022 and 2023 were prepared in
accordance with relevant accounting principles and financial regulations applicable to the enterprises in the PRC and were audited by Da Hua
Certified Public Accountants (Special General Partnership), certified public accountant registered in the PRC. The statutory consolidated
financial statements of the Group for the year ended December 31, 2024 were prepared in accordance with relevant accounting principles and
financial regulations applicable to the enterprises in the PRC and were audited by Zandar Certified Public Accountants LLP, certified public
accountants registered in the PRC.
3. ADOPTION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS
For the purpose of preparing and presenting the Historical Financial Information for the Track Record Period, the Group has consistently
applied IFRS Accounting Standards which includes all the International Accounting Standards (“ IASs”), IFRS Accounting Standards,
amendments and the related interpretations issued by the IASB, which are effective for the accounting period beginning on January 1, 2025,
throughout the Track Record Period.
New and amendments to IFRS Accounting Standards in issue but not yet effective
At the date of this report, the following new and amendments to IFRS Accounting Standards have been issued which are not yet
effective:
IFRS 18 Presentation and Disclosure in Financial Statements
3
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial
Instruments2
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity 2
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate
or Joint Venture1
Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency 3
Amendments to IFRS Accounting Standards Annual Improvements to IFRS Accounting Standards — Volume 11 2
1 Effective for annual periods beginning on or after a date to be determined
2 Effective for annual periods beginning on or after January 1, 2026
3 Effective for annual periods beginning on or after January 1, 2027
Except for the new IFRS Accounting Standard mentioned below, the directors of the Company anticipate that the application of other
amendments to IFRS Accounting Standards will have no material impact on the Historical Financial Information in the foreseeable future.
IFRS 18 “Presentation and Disclosure in Financial Statements”
IFRS 18 “Presentation and Disclosure in Financial Statements” (“ IFRS 18 ”), which sets out requirements on presentation and
disclosures in financial statements, will replace IAS 1 “Presentation of Financial Statements” (“ IAS 1 ”). This new IFRS Accounting
Standards, while carrying forward many of the requirements in IAS 1, introduces new requirements to present specified categories and
defined subtotals in the statement of profit or loss; provide disclosures on management-defined performance measures in the notes to the
Historical Financial Information and improve aggregation and disaggregation of information to be disclosed in the Historical Financial
Information. In addition, some IAS 1 paragraphs have been moved to IAS 8 “Accounting Policies, Changes in Accounting Estimates and
Errors” and IFRS 7 “Financial Instruments: Disclosures”. Minor amendments to IAS 7 “Statement of Cash Flows” and IAS 33 “Earnings per
Share” are also made.
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APPENDIX I ACCOUNTANTS’ REPORT
IFRS 18, and amendments to other standards, will be effective for annual periods beginning on or after January 1, 2027, with early
application permitted. The application of the new standard is expected to affect the presentation of the statement of profit or loss and
disclosures in the future financial statements. The Group is in the process of assessing the detailed impact of IFRS 18 on the Group’s future
consolidated financial statements.
4. MATERIAL ACCOUNTING POLICY INFORMATION
The Historical Financial Information has been prepared in accordance with the following accounting policies in accordance with IFRS
Accounting Standards issued by the IASB. In addition, the Historical Financial Information includes applicable disclosures required by the
Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and by the Hong Kong
Companies Ordinance.
The Historical Financial Information has been prepared on the historical cost basis except for certain financial instruments that are
measured at fair values at the end of each reporting period.
The material accounting policy information are set out below.
4.1. Basis of consolidation
The Historical Financial Information incorporates the financial statements of the Company and entities controlled by the Company and
its subsidiaries. Control is achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of
the three elements of control listed above.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the
subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated
statements of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to
control the subsidiary.
Profit or loss and each item of other comprehensive income are attributed to the owners of the Company and to the non-controlling
interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if
this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the
Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are
eliminated in full on consolidation.
Non-controlling interests in subsidiaries are presented separately from the Group’s equity therein, which represent present ownership
interests entitling their holders to a proportionate share of net assets of the relevant subsidiaries upon liquidation.
Changes in the Group’s interests in existing subsidiaries
Changes in the Group’s interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as
equity transactions. The carrying amounts of the Group’s relevant components of equity and the non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiaries, including re-attribution of relevant reserves between the Group and the
non-controlling interests according to the Group’s and the non-controlling interests’ proportionate interests.
Any difference between the amount by which the non-controlling interests are adjusted, and the fair value of the consideration paid or
received is recognized directly in equity and attributed to owners of the Company.
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APPENDIX I ACCOUNTANTS’ REPORT
When the Group loses control of a subsidiary, the assets and liabilities of that subsidiary and non-controlling interests (if any) are
derecognized. A gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the
consideration received and the fair value of any retained interest and (ii) the carrying amount of the assets, and liabilities of the subsidiary
attributable to the owners of the Company. All amounts previously recognized in other comprehensive income in relation to that subsidiary
are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or
transferred to another category of equity as specified/permitted by applicable IFRS Accounting Standards). The fair value of any investment
retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting
under IFRS 9 “Financial Instruments” (“ IFRS 9 ”) or, when applicable, the cost on initial recognition of an investment in an associate or a
joint venture.
Business combinations or assets acquisitions
Optional concentration test
The Group can elect to apply an optional concentration test, on a transaction-by-transaction basis, that permits a simplified assessment of
whether an acquired set of activities and assets is not a business. The concentration test is met if substantially all of the fair value of the gross
assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The gross assets under assessment exclude
cash and cash equivalents, deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities. If the concentration test is
met, the set of activities and assets is determined not to be a business and no further assessment is needed.
Asset acquisitions
When the Group acquires a group of assets that do not constitute a business, the Group identifies and recognizes the individual
identifiable assets acquired assumed by allocating the purchase price first to financial assets at the respective fair values, the remaining
balance of the purchase price is then allocated to the other identifiable assets on the basis of their relative fair values at the date of purchase.
Such a transaction does not give rise to goodwill or bargain purchase gain.
4.2 Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less
accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or group of cash-generating
units) that is expected to benefit from the synergies of the combination, which represent the lowest level at which the goodwill is monitored
for internal management purposes and not larger than an operating segment.
A cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is tested for impairment annually or
more frequently when there is indication that the unit may be impaired. For goodwill arising on an acquisition in a reporting period, the cash-
generating unit (or group of cash-generating units) to which goodwill has been allocated is tested for impairment before the end of that
reporting period. If the recoverable amount is less than its carrying amount, the impairment loss is allocated first to reduce the carrying
amount of any goodwill and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit (or group of
cash-generating units).
The Group’s policy for goodwill arising on the acquisition of an associate is described below.
4.3. Investments in associates
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial
and operating policy decisions of the investee but is not control or joint control over those policies.
The results and assets and liabilities of associates are incorporated in the Historical Financial Information using the equity method of
accounting. The financial statements of associates used for equity accounting purposes are prepared using uniform accounting policies as
those of the Group for like transactions and events in similar circumstances. Under the equity method, an investment in an associate is initially
recognized in the consolidated statements of financial position at cost and adjusted thereafter to recognize the Group’s share of the profit or
loss and other comprehensive income of the associate. Changes in net assets of the associate other than profit or loss and other comprehensive
income are not accounted for unless such changes resulted in changes in ownership interest held by the Group. When the Group’s share of
losses of an associate exceeds the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the
Group’s net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses are recognized only
to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
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APPENDIX I ACCOUNTANTS’ REPORT
An investment in an associate is accounted for using the equity method from the date on which the investee becomes an associate. On
acquisition of the investment in an associate, any excess of the cost of the investment over the Group’s share of the net fair value of the
identifiable assets and liabilities of the investee is recognized as goodwill, which is included within the carrying amount of the investment.
Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after
reassessment, is recognized immediately in profit or loss in the period in which the investment is acquired.
The Group assesses whether there is an objective evidence that the interest in an associate may be impaired. When any objective
evidence exists, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36
“Impairment of Assets” (“ IAS 36”) as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of
disposal) with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the
carrying amount of the investment. Any reversal of that impairment loss is recognized in accordance with IAS 36 to the extent that the
recoverable amount of the investment subsequently increases.
When the Group ceases to have significant influence over an associate, it is accounted for as a disposal of the entire interest in the
investee with a resulting gain or loss being recognized in profit or loss. When the Group retains an interest in the former associate and the
retained interest is a financial asset within the scope of IFRS 9, the Group measures the retained interest at fair value at that date and the fair
value is regarded as its fair value on initial recognition. The difference between the carrying amount of the associate and the fair value of any
retained interest and any proceeds from disposing of the relevant interest in the associate is included in the determination of the gain or loss on
disposal of the associate. In addition, the Group accounts for all amounts previously recognized in other comprehensive income in relation to
that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. Therefore, if a
gain or loss previously recognized in other comprehensive income by that associate would be reclassified to profit or loss on the disposal of
the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) upon
disposal/partial disposal of the relevant associate.
The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an
investment in a joint venture becomes an investment in an associate. There is no remeasurement to fair value upon such changes in ownership
interests.
When the Group reduces its ownership interest in an associate but the Group continues to use the equity method, the Group reclassifies to
profit or loss the proportion of the gain or loss that had previously been recognized in other comprehensive income relating to that reduction
in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.
When a group entity transacts with an associate of the Group, profits and losses resulting from the transactions with the associate are
recognized in the consolidated financial statements only to the extent of interests in the associate that are not related to the Group.
Acquisition of additional interests in associates
When the Group increases its ownership interest in an associate but the Group continues to use the equity method, goodwill is recognized
at acquisition date if there is excess of the consideration paid over the share of carrying amount of net assets attributable to the additional
interests in associates acquired. Any excess of share of carrying amount of net assets attributable to the additional interests in associates
acquired over the consideration paid are recognized in the profit or loss in the period in which the additional interest are acquired.
4.4. Revenue from contracts with customers
Revenue from sales of goods
The Group sells telecoms cables, electronic material products, NEV power transmission products and electrical cable accessories
products directly to customers in accordance with the contracts entered into with the customers. Revenue is recognized when control of the
products has been transferred to the customer, at the point the goods are delivered to the customer. Delivery occurs when the products have
been accepted by the customer. The typical credit term is within 90 days effective from the date when the goods are accepted by the
customers. When the customer pays in advance for the orders, the transaction price received by the Group is recognized as a contract liability
until the goods have been delivered to the customer.
Revenue from sales of wind power
Revenue from the sales of wind power represents the amount of tariffs billed for electricity generated and transmitted to the respective
power companies. Revenue is recognized when the electricity is transmitted as the consideration become unconditional at this point in time.
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APPENDIX I ACCOUNTANTS’ REPORT
Others
Revenue from MOM and MES software development, sales and implementation services
The Group recognizes revenue from the services rendered for software implementation over time, using an input method to measure
progress towards complete satisfaction of the service, because the Group’s performance creates or enhances an asset that the customer
controls as the asset is created or enhanced and the customer simultaneously receives and consumes the benefits provided by the Group. The
input method recognizes revenue based on the proportion of the actual costs incurred relative to the estimated total costs for satisfaction of the
services.
4.5. Leases
The Group assesses whether a contract is or contains a lease based on the definition under IFRS 16 “Leases” at inception of the contract.
Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.
The Group as a lessee
Allocation of consideration to components of a contract
For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the
consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate
stand-alone price of the non-lease components.
Non-lease components are separated from lease component and are accounted for by applying other applicable standards.
Short-term leases
The Group applies the short-term lease recognition exemption to leases e.g. motor vehicles/staff quarter that have a lease term of 12
months or less from the commencement date and do not contain a purchase option. Lease payments on short-term leases are recognized as
expense on a straight-line basis or another systematic basis over the lease term.
Right-of-use assets
The cost of right-of-use asset includes:
• the amount of the initial measurement of the lease liability;
• any lease payments made at or before the commencement date, less any lease incentives received;
• any initial direct costs incurred by the Group; and
• an estimate of costs to be incurred by the Group in dismantling and removing the underlying assets, restoring the site on which it is
located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement
of lease liabilities.
Right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term.
The Group presents right-of-use assets as a separate line item on the consolidated statements of financial position.
Refundable rental deposits
Refundable rental deposits paid are accounted under IFRS 9 and initially measured at fair value. Adjustments to fair value at initial
recognition are considered as additional lease payments and included in the cost of right-of-use assets.
Lease liabilities
At the commencement date of a lease, the Group recognizes and measures the lease liability at the present value of lease payments that
are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease
commencement date if the interest rate implicit in the lease is not readily determinable.
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The lease payments include:
• fixed payments (including in-substance fixed payments) less any lease incentives receivable;
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
• amounts expected to be payable by the Group under residual value guarantees;
• the exercise price of a purchase option if the Group is reasonably certain to exercise the option; and
• payments of penalties for terminating a lease, if the lease term reflects the Group exercising an option to terminate the lease.
After the commencement date, lease liabilities are adjusted by interest accretion and lease payments.
The Group remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use assets) whenever:
• the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the related lease
liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment.
• the lease payments change due to changes in market rental rates following a market rent review, in which cases the related lease
liability is remeasured by discounting the revised lease payments using the initial discount rate.
• a lease contract is modified and the lease modification is not accounted for as a separate lease (see below for the accounting policy
for “lease modifications”).
The Group presents lease liabilities as a separate line item on the consolidated statements of financial position.
Lease modifications
The Group accounts for a lease modification as a separate lease if:
• the modification increases the scope of the lease by adding the right to use one or more underlying assets; and
• the consideration for the leases increases by an amount commensurate with the stand-alone price for the increase in scope and any
appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.
For a lease modification that is not accounted for as a separate lease, the Group remeasures the lease liability, less any lease incentives
receivable, based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the
effective date of the modification.
The Group accounts for the remeasurement of lease liabilities by making corresponding adjustments to the relevant right-of-use asset.
When the modified contract contains a lease component and one or more additional lease or non-lease components, the Group allocates
the consideration in the modified contract to each lease component on the basis of the relative stand-alone price of the lease component and
the aggregate stand-alone price of the non-lease components.
The Group as a lessor
Rental income from operating leases is recognized in profit or loss on a straight-line basis over the term of the relevant lease. Initial
direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized as an
expense on a straight-line basis over the lease term.
4.6. Foreign currencies
In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency of that
entity (foreign currencies) are recognized at the rates of exchanges prevailing on the dates of the transactions. At the end of the reporting
period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not retranslated.
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Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are recognized in profit or
loss in the period in which they arise.
For the purposes of presenting the Historical Financial Information, the assets and liabilities of the Group’s operations are translated into
the presentation currency of the Group (i.e. RMB) using exchange rates prevailing at the end of each reporting period. Income and expenses
items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case
the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income
and accumulated in equity under the heading of translation reserve (attributed to non-controlling interests as appropriate).
4.7. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily
take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets until such time as the assets are
substantially ready for their intended use or sale.
Any specific borrowing that remain outstanding after the related asset is ready for its intended use or sale is included in the general
borrowing pool for calculation of capitalization rate on general borrowings. 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.
All other borrowing costs are recognized in profit or loss in the period in which they are incurred.
4.8. Government grants
Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attaching to
them and that the grants will be received.
Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the
related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group
should purchase, construct or otherwise acquire non-current assets are recognized as deferred income in the consolidated statement of
financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants related to income that are receivable as compensation for expenses or losses already incurred or for the purpose of
giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they
become receivable. Such grants are presented under “other income”.
Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to the profit or loss over the
expected useful life of the relevant asset by equal annual installments.
4.9. Employee benefits
Pension obligation
In accordance with the rules and regulations in the PRC, the PRC based employees of the Group participate in various defined
contribution retirement benefit plans organized by the relevant municipal and provincial governments in the PRC under which the Group and
the PRC based employees are required to make monthly contributions to these plans calculated as a percentage of the employees’ salaries. The
municipal and provincial governments undertake to assume the retirement benefit obligations of all existing and future retired PRC based
employees’ payable under the plans described above. 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 assets of these plans are held separately from those of the
Group in independently administered funds managed by the PRC government.
The Group’s contributions to the aforesaid defined contribution retirement schemes are expensed as incurred.
No forfeited contribution is available to reduce the existing level of contribution payable in the future years during the Track Record
Period.
Housing funds, medical insurances and other social insurances
Employees of the Group in the PRC are entitled to participate in various government-supervised housing funds, medical 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.
Contributions to the housing funds, medical insurances and other social insurances are expensed as incurred.
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4.10. Share-based payment arrangements
Equity-settled share-based payment transactions
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date.
The fair value of the equity-settled share-based payments is determined at the grant date without taking into consideration all non-market
vesting conditions is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will
eventually vest, with a corresponding increase in equity (share-based payments reserve). At the end of each reporting period, the Group
revises its estimate of the number of equity instruments expected to vest based on assessment of all relevant non-market vesting conditions.
The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised
estimate, with a corresponding adjustment to the share-based payments reserve. For shares/share options that vest immediately at the date of
grant, the fair value of the shares/share options granted is expensed immediately to profit or loss.
When share options are exercised, the amount previously recognized in share-based payments reserve will be transferred to capital
reserve. When the share options are forfeited after the vesting date or are still not exercised at the expiry date, the amount previously
recognized in share-based payments reserve will be transferred to retained profits.
When shares granted are vested, the amount previously recognized in share-based payments reserve will be transferred to capital reserve.
4.11. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before taxation because of income or
expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial
statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all
taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is
probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets
and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets
and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not
recognized if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and
interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated
with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against
which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or
the asset is realized, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the
Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
For the purposes of measuring deferred tax for leasing transactions in which the Group recognizes the right-of-use assets and the related
lease liabilities, the Group first determines whether the tax deductions are attributable to the right-of-use assets or the lease liabilities.
For leasing transactions in which the tax deductions are attributable to the lease liabilities, the Group applies IAS 12 “Income Taxes”
requirements to the leasing transaction as a whole. Temporary differences relating to right-of-use assets and lease liabilities are assessed on a
net basis. Excess of depreciation on right-of-use assets over the lease payments for the principal portion of lease liabilities resulting in net
deductible temporary differences.
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Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied to the same taxable entity by the same taxation authority.
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive
income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in
equity, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included
in the accounting for the business combination.
4.12. Property, plant and equipment
Property, plant and equipment are tangible assets that are held for use in the production or supply of goods or services, or for
administrative purposes other than assets under construction as described below. Property, plant and equipment are stated in the consolidated
statements of financial position at cost less subsequent accumulated depreciation and subsequent accumulated impairment losses, if any.
Assets in the course of construction for production, supply or administrative purposes are carried at cost, less any recognized impairment
loss. Costs include any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating
in the manner intended by management, including costs of testing whether the related assets in functioning properly and, for qualifying assets,
borrowing costs capitalized in accordance with the Group’s accounting policy. Depreciation of these assets, on the same basis as other
property assets, commences when the assets are ready for their intended use.
When the Group makes payments for ownership interests of properties which includes both leasehold land and building elements, the
entire consideration is allocated between the leasehold land and the building elements in proportion to the relative fair values at initial
recognition. To the extent the allocation of the relevant payments can be made reliably, interest in leasehold land is presented as “right-of-use
assets” in the consolidated statements of financial position. When the consideration cannot be allocated reliably between non-lease building
element and undivided interest in the underlying leasehold land, the entire properties are classified as property, plant and equipment.
Depreciation is recognized so as to write off the cost of assets other than assets under installation less their residual values over their
estimated useful lives, using the straight-line method, as follows:
Buildings 20 – 40 years
Plant and machinery 3 – 10 years
Motor vehicles 3 – 10 years
Electricity generation and related equipment 20 years
Leasehold improvements 2 – 5 years
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of
any changes in estimate accounted for on a prospective basis.
The Group transfers a property to investment property when its use has changed as evidenced by the end of owner-occupation.
An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the
continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the
difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
4.13. Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation.
Investment properties are initially measured at cost, including any directly attributable expenditure. Subsequent to initial recognition,
investment properties are stated at cost less subsequent accumulated depreciation and any accumulated impairment losses. Depreciation is
recognized so as to write off the cost of investment properties over their estimated useful lives and after taking into account of their estimated
residual value, using the straight-line method.
An investment property is derecognized upon disposal or when the investment property is permanently withdrawn from use and no future
economic benefits are expected from its disposal. A leased property which is recognized as a right-of-use asset is derecognized if the Group as
intermediate lessor classifies the sublease as a finance lease. Any gain or loss arising on derecognition of the property (calculated as the
difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the
property is derecognized.
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4.14. Intangible assets
Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are carried at costs less accumulated amortization and any
accumulated impairment losses. Amortization for intangible assets with finite useful lives is recognized on a straight-line basis over their
estimated useful lives as follows:
Trademark 1 – 10 years
Patent 5 years
Others (include software) 5 – 10 years
The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in
estimate being accounted for on a prospective basis.
Internally-generated intangible assets — research and development expenditure
Expenditure on research activities is recognized as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development activities (or from the development phase of an internal project) is
recognized if, and only if, all of the following have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible
asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognized for internally-generated intangible asset is the sum of the expenditure incurred from the date when the
intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognized,
development expenditure is recognized in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and
accumulated impairment losses (if any), on the same basis as intangible assets that are acquired separately.
An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains and losses
arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the
asset, are recognized in profit or loss when the asset is derecognized.
4.15. Impairment on property, plant and equipment, right-of-use assets, intangible assets other than goodwill and investment
properties
At the end of the reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use assets,
intangible assets with finite useful and investment properties to determine whether there is any indication that these assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the relevant asset is estimated in order to determine the extent of the
impairment loss (if any).
The recoverable amount of property, plant and equipment, right-of-use assets, intangible assets and investment properties are estimated
individually. When it is not possible to estimate the recoverable amount individually, the Group estimates the recoverable amount of the cash-
generating unit to which the asset belongs.
In testing a cash-generating unit for impairment, corporate assets are allocated to the relevant cash-generating unit when a reasonable and
consistent basis of allocation can be established, or otherwise they are allocated to the smallest group of cash generating units for which a
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reasonable and consistent allocation basis can be established. The recoverable amount is determined for the cash-generating unit or group of
cash-generating units to which the corporate asset belongs, and is compared with the carrying amount of the relevant cash-generating unit or
group of cash-generating units.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset (or a cash-generating unit) for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of
the asset (or a cash-generating unit) is reduced to its recoverable amount. For corporate assets or portion of corporate assets which cannot be
allocated on a reasonable and consistent basis to a cash-generating unit, the Group compares the carrying amount of a group of cash-
generating units, including the carrying amounts of the corporate assets or portion of corporate assets allocated to that group of cash-
generating units, with the recoverable amount of the group of cash-generating units. In allocating the impairment loss, the impairment loss is
allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the
carrying amount of each asset in the unit or the group of cash-generating units. The carrying amount of an asset is not reduced below the
highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss
that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the group of cash-generating units.
An impairment loss is recognized immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit or a group of cash-generating
units) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognized for the asset (or a cash-generating unit or a group of cash-
generating units) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
4.16. Cash and cash equivalents
Cash and cash equivalents presented on the consolidated statements of financial position include:
(a) cash, which comprises of cash on hand and demand deposits, excluding bank balances that are subject to regulatory restrictions that
result in such balances no longer meeting the definition of cash; and
(b) cash equivalents, which comprises of short-term (generally with original maturity of three months or less), highly liquid investments
that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. Cash
equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.
For the purposes of the consolidated statements of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined
above and form an integral part of the Group’s cash management.
4.17. Inventories
Inventories are stated at the lower of cost and net realizable value. Costs of inventories are determined on a weighted average method.
Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make
the sale.
4.18. Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the
Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the
reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash
flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value
of money is material).
Warranties
Provisions for the expected cost of assurance-type warranty obligations under the relevant contracts with customers for sales of new
energy products that provide quality assurance to meet customer needs, and are recognized at the date of sale of the relevant products, at the
directors’ best estimate of the expenditure required to settle the Group’s obligation.
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4.19. Financial instruments
Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the
instrument. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way
purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or
convention in the market place.
Financial assets and financial liabilities are initially measured at fair value except for trade and bills receivables and contract assets
arising from contracts with customers which are initially measured in accordance with IFRS 15 “Revenue from Contracts with Customers”
(“IFRS 15 ”). Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the acquisition of financial assets at FVTPL are recognized immediately in profit or loss.
The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating
interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs
and other premiums or discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period,
to the net carrying amount on initial recognition.
Financial assets
Classification and subsequent measurement of financial assets
Financial assets that meet the following conditions are subsequently measured at amortized cost:
• the financial asset is held within a business model whose objective is to collect contractual cash flows; and
• the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
Financial assets that meet the following conditions are subsequently measured at fair value through other comprehensive income:
• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling
the financial assets; and
• the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
All other financial assets are subsequently measured at FVTPL except that at initial recognition of a financial asset the Group may
irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if that equity investment
is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 “Business
Combinations” applies.
Amortized cost and interest income
Interest income is recognized using the effective interest method for financial assets measured subsequently at amortized cost. Interest
income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that
have subsequently become credit-impaired. For financial assets that have subsequently become credit-impaired, interest income is recognized
by applying the effective interest rate to the amortized cost of the financial asset from the next reporting period. If the credit risk on the credit-
impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognized by applying the
effective interest rate to the gross carrying amount of the financial asset from the beginning of the reporting period following the
determination that the asset is no longer credit-impaired.
Financial assets at FVTPL
Financial assets that do not meet the criteria for being measured at amortized cost or designated as FVTOCI are measured at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in
profit or loss. The net gain or loss recognized in profit or loss excludes any dividend or interest earned on the financial asset and is included in
the “other income, gains and losses” line item.
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Equity instruments designated as at FVTOCI
Investments in equity instruments at FVTOCI on initial recognition are subsequently measured at fair value with gains and losses arising
from changes in fair value recognized in other comprehensive income and accumulated in the fair value reserve; and are not subject to
impairment assessment. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, and will
continue to be held in the fair value reserve.
Dividends from these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is
established, unless the dividends clearly represent a recovery of part of the cost of the investment. Dividends are included in the “other
income, gains and losses” line item in profit or loss.
Impairment of financial assets subject to impairment assessment under IFRS 9
The Group performs impairment assessment under expected credit loss (“ ECL”) model on financial assets (including trade and bills
receivables, other receivables, restricted and pledged bank deposits andbank balances and cash), and contract assets which are subject to impairment
assessment under IFRS 9. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition.
Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument. In
contrast, 12-month ECL (“ 12m ECL ”) represents the portion of lifetime ECL that is expected to result from default events that are possible
within 12 months after the reporting date. Assessments are done based on the Group’s historical credit loss experience, adjusted for factors
that are specific to the debtors, general economic conditions and an assessment of both the current conditions at the reporting date as well as
the forecast of future conditions.
The Group always recognizes lifetime ECL for trade and bills receivables and contract assets. The ECL on these assets are assessed
individually.
For all other instruments, the Group measures the loss allowance equal to 12m ECL, unless there has been a significant increase in credit
risk since initial recognition, in which case the Group recognizes lifetime ECL. The assessment of whether lifetime ECL should be recognized
is based on significant increases in the likelihood or risk of a default occurring since initial recognition.
Significant increase in credit risk
In assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default
occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of
initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and
supportable, including historical experience and forward-looking information that is available without undue cost or effort.
In particular, the following information is taken into account when assessing whether credit risk has increased significantly:
• an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating;
• significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default
swap prices for the debtor;
• existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease
in the debtor’s ability to meet its debt obligations;
• an actual or expected significant deterioration in the operating results of the debtor;
• an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results
in a significant decrease in the debtor’s ability to meet its debt obligations.
Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial
recognition when contractual payments are more than 30 days past due, unless the Group has reasonable and supportable information that
demonstrates otherwise.
The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk
and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount
become past due.
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APPENDIX I ACCOUNTANTS’ REPORT
Definition of default
For internal credit risk management, the Group considers an event of default occurs when information developed internally or obtained
from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any
collaterals held by the Group).
Irrespective of the above, the Group considers that default has occurred when a financial asset is more than 1 year past due unless the
Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that
financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:
(a) significant financial difficulty of the issuer or the borrower;
(b) a breach of contract, such as a default or past due event;
(c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to
the borrower a concession(s) that the lender(s) would not otherwise consider; or
(d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganization.
Write-off policy
The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there
is no realistic prospect of recovery, for example, when the counterparty has been placed under liquidation or has entered into bankruptcy
proceedings. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into
account legal advice where appropriate. A write-off constitutes a derecognition event. Any subsequent recoveries are recognized in profit or
loss.
Measurement and recognition of ECL
The measurement of ECL is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default)
and the exposure at default. The assessment of the probability of default and loss given default is based on historical data and forward-looking
information. Estimation of ECL reflects an unbiased and probability-weighted amount that is determined with the respective risks of default
occurring as the weights. The Group uses a practical expedient in estimating ECL on trade and bills receivables and contract assets using a
provision matrix taking into consideration historical credit loss experience, adjusted for forward looking information that is available without
undue cost or effort.
Generally, the ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and the
cash flows that the Group expects to receive, discounted at the effective interest rate determined at initial recognition.
Lifetime ECL for certain trade and bills receivables and contract assets are considered on a collective basis taking into consideration past
due information and relevant credit information such as forward looking macroeconomic information.
For collective assessment, the Group takes into consideration the following characteristics when formulating the grouping:
• past-due status;
• nature, size and industry of debtors; and
• external credit ratings where available.
The grouping is regularly reviewed by management to ensure the constituents of each group continue to share similar credit risk
characteristics.
The Group measures ECL for the remaining trade and bills receivables and contract assets on an individual basis.
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APPENDIX I ACCOUNTANTS’ REPORT
Interest income is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit-impaired, in
which case interest income is calculated based on amortized cost of the financial asset.
The Group recognizes an impairment gain or loss in profit or loss for all financial instruments by adjusting their carrying amount, with
the exception of trade and bills receivables, contract assets and other receivables where the corresponding adjustment is recognized through a
loss allowance account.
Foreign exchange gains and losses
The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated
at the spot rate at the end of each reporting period. Specifically:
• For financial assets measured at amortized cost that are not part of a designated hedging relationship, exchange differences are
recognized in profit or loss in the ‘Other income, gains and losses’ line item (note 7) as part of the net foreign exchange gains/
(losses);
• For financial assets measured at FVTPL that are not part of a designated hedging relationship, exchange differences are recognized
in profit or loss in the ‘Other income, gains and losses’ line item as part of the gain/(loss) from changes in fair value of financial
assets (note 7); and
• For equity instruments measured at FVTOCI, exchange differences are recognized in other comprehensive income in the fair value
reserve.
Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the
financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the
consideration received and receivable is recognized in profit or loss.
On derecognition of an investment in equity instrument which the Group has elected on initial recognition to measure at FVTOCI, the
cumulative gains or loss previously accumulated in the fair value reserve is not reclassified to profit or loss, but is transferred to retained
profits.
Financial liabilities and equity
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual
arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.
Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in
profit or loss on the purchase of the Company’s own equity instruments.
Financial liabilities at amortized cost
Financial liabilities including bank and other borrowings, trade and bills payables and other payables are subsequently measured at
amortized cost, using the effective interest method.
Foreign exchange gains and losses
For financial liabilities that are denominated in a foreign currency and are measured at amortized cost at the end of each reporting period,
the foreign exchange gains and losses are determined based on the amortized cost of the instruments. These foreign exchange gains and losses
are recognized in the ‘Other income, gains and losses’ line item in profit or loss (note 7) as part of net foreign exchange gains/(losses) for
financial liabilities that are not part of a designated hedging relationship.
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APPENDIX I ACCOUNTANTS’ REPORT
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, canceled or have expired. The
difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit
or loss.
4.20. 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 chief executive officer and directors of the Company that makes strategic decisions.
5. KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies which are described in note 4, the directors of the Company are required to make
judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The
estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results
may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision
affects both current and future periods.
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting
period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year.
Estimated impairment of property, plant and equipment, right-of-use assets, intangible assets and investment properties
Property, plant and equipment, right-of-use assets, intangible assets and investment properties are stated at costs less accumulated
depreciation/amortization and impairment, if any. In determining whether an asset is impaired, the Group has to exercise judgment and make
estimation, particularly in assessing: (1) whether an event has occurred or any indicator that may affect the asset value; (2) whether the
carrying value of an asset can be supported by the recoverable amount, in the case of value in use, the net present value of future cash flows
which are estimated based upon the continued use of the asset; and (3) the appropriate key assumptions to be applied in estimating the
recoverable amounts including cash flow projections and an appropriate discount rate. When it is not possible to estimate the recoverable
amount of an individual asset (including right-of-use assets), the Group estimates the recoverable amount of the cash generating unit to which
the assets belongs, including allocation of corporate assets when a reasonable and consistent basis of allocation can be established, otherwise
recoverable amount is determined at the smallest group of cash generating units, for which the relevant corporate assets have been allocated.
Changing the assumptions and estimates, including the discount rates or the growth rate in the cash flow projections, could materially affect
the recoverable amounts. Furthermore, the cash flows projections, growth rate and discount rate are subject to greater uncertainties due to
uncertainty on how the international conflicts and tensions/volatility or disruptions in financial, foreign currency or commodity markets may
progress and evolve.
Detail of the carrying amounts of property, plant and equipment, right-of-use assets, intangible assets and investment properties subject
to impairment assessments and impairment losses that have been recognized are disclosed in notes 15, 16, 18 and 19, respectively.
Estimated impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the recoverable amount of the cash-generating units (or group of
cash-generating units) to which goodwill has been allocated, which is the higher of the value in use or fair value less costs of disposal. The
value-in-use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating unit (or group of cash-
generating units) and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected or
change in facts and circumstances which results in downward revision of future cash flows or upward revision of discount rate, a material
impairment loss/further impairment loss may arise. Furthermore, the estimated cash flows and discount rate are subject to change due to
ongoing uncertain macroeconomic and geopolitical environment, which includes the persistent effects of climate changes, higher interest rates
and inflation, elections in major economies and international conflicts and tensions. As at December 31, 2022, 2023 and 2024 and
September 30, 2025, the carrying amount of goodwill is approximately RMB759,972,000, RMB731,307,000, RMB694,828,000 and
RMB694,828,000, respectively, (net of accumulated impairment loss of RMB47,988,000, RMB76,653,000, RMB113,132,000 and
RMB113,132,000, respectively). Details of the recoverable amount calculation are disclosed in note 17.
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APPENDIX I ACCOUNTANTS’ REPORT
Provision of ECL for trade and other receivables and contract assets
Trade and other receivables and contract assets with significant balances and credit-impaired are assessed for ECL individually. In
addition, the Group uses practical expedient in estimating ECL on trade and bills receivables and contract assets which are not assessed
individually using a provision matrix. The provision rates are based on aging of debtors as groupings of various debtors taking into
consideration the Group’s historical default rates and forward-looking information that is reasonable and supportable available without undue
costs or effort. At every reporting date, the historical observed default rates are reassessed and changes in the forward-looking information are
considered.
The provision of ECL is sensitive to changes in estimates. The information about the ECL and the Group’s trade and other receivables
and contract assets are disclosed in note 37(b).
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the carrying amounts of trade and other receivables are
RMB2,603,828,000, RMB2,966,461,000, RMB3,578,668,000 and RMB4,034,281,000, respectively. As at December 31, 2022, 2023 and
2024 and September 30, 2025, the carrying amounts of contract assets are RMB26,944,000, RMB24,352,000, RMB40,221,000 and
RMB41,533,000 respectively. During the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025,
net impairment losses on trade and other receivables of RMB18,218,000, RMB19,545,000, RMB28,343,000 and RMB7,319,000 in aggregate
were recognized, respectively. During the years ended December 31, 2022 and 2024 and the nine months ended September 30, 2025,
impairment losses on contract assets of RMB5,704,000, RMB1,538,000 and RMB2,603,000 were recognized, respectively and reversal of
RMB4,111,000 were recognized for the year ended December 31, 2023.
Deferred tax assets
As at December 31, 2022, 2023 and 2024 and September 30, 2025, deferred tax assets of RMB73,247,000, RMB55,276,000,
RMB61,081,000 and RMB65,830,000, respectively, in relation to deductible temporary differences and unused tax losses for certain
operating subsidiaries have been recognized in the consolidated statement of financial position. As at December 31, 2022, 2023 and 2024 and
September 30, 2025, no deferred tax asset has been recognized on the tax losses of RMB231,496,000, RMB241,689,000, RMB282,863,000
and RMB294,628,000 respectively, due to the unpredictability of future profit streams. The realisability of the deferred tax asset mainly
depends on whether sufficient taxable profits will be available in the future or taxable temporary differences are expected to reverse in the
same period as the expected reversal of the deductible temporary differences, which is a key source of estimation uncertainty. The uncertainty
would depend on how the ongoing uncertain macroeconomic and geopolitical environment, which includes the persistent effects of climate
change, higher interest rates and inflation, elections in major economies, and international conflicts and tensions, may progress and evolve. In
cases where the actual future taxable profits generated are less or more than expected, or change in facts and circumstances which result in
revision of future taxable profits estimation, a material reversal or further recognition of deferred tax assets may arise, which would be
recognized in profit or loss for the period in which such a reversal or further recognition takes place.
Fair value measurement of financial instruments
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Group’s unlisted equity investments classified as equity
instruments at FVTOCI amounting to RMB20,000,000, RMB20,000,000, RMB20,000,000 and RMB17,780,000, respectively, the Group’s
equity investments listed in National Equities Exchange and Quotations (“NEEQ”) classified as equity instruments at FVTOCI amounting to
nil, RMB7,557,000, RMB9,879,000 and nil, respectively, and the Group’s investments in wealth management products classified as financial
assets at FVTPL amounting to nil, RMB60,245,000, RMB145,169,000 and RMB120,000,000, respectively are measured at fair value with
fair value being determined based on significant unobservable inputs using valuation techniques. Judgment and estimation are required in
establishing the relevant valuation techniques and the relevant inputs thereof. Changes in assumptions relating to these factors could result in
material adjustments to the fair value of these instruments. See note 37(d) for further disclosures.
Inventories
Net realizable value of inventories is the estimated selling price in the ordinary course of business, less estimated costs of completion and
costs necessary to make the sales. These estimates are based on the current market condition and the historical experience of distributing and
selling products of similar nature. It could change significantly as a result of competitor actions in response to severe industry cycles or other
changes in market condition. The Group will reassess the estimations at each statement of financial position date. As at December 31, 2022,
2023 and 2024 and September 30, 2025, carrying amount of inventories are RMB701,251,000, RMB710,277,000, RMB865,307,000 and
RMB1,139,055,000, respectively.
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APPENDIX I ACCOUNTANTS’ REPORT
6. REVENUE AND SEGMENT INFORMATION
(a) Revenue
Revenue represents the aggregate of the net amounts received and receivable from customers during the Track Record Period.
Revenue during the Track Record Period are as follows:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Revenue from contracts with customers under IFRS 15
disaggregated by products
Electronic Communication Business
Sales of telecoms cable products .............................. 1,362,366 1,164,501 1,702,272 1,196,963 1,894,591
Sales of electronic material products ........................... 2,104,868 2,198,264 2,599,375 1,839,163 2,043,908
Electrical Power Transmission Product Business
Sales of NEV power transmission products ..................... 823,878 1,082,420 1,381,421 917,071 1,159,471
Sales of electrical cable accessories products .................... 781,147 953,522 926,973 631,904 741,032
Sales of wind power ......................................... 146,768 158,713 151,724 116,470 101,154
Others .................................................... 117,622 161,421 158,337 113,944 136,522
Total revenue ............................................... 5,336,649 5,718,841 6,920,102 4,815,515 6,076,678
Timing of revenue recognition
Over time .................................................. 53,838 48,190 65,139 50,331 61,496
At a point in time ............................................ 5,282,811 5,670,651 6,854,963 4,765,184 6,015,182
Total revenue ............................................... 5,336,649 5,718,841 6,920,102 4,815,515 6,076,678
No customer contributed more than 10% of the total revenue for the years ended December 31, 2022, 2023 and 2024 and the nine months
ended September 30, 2024 and 2025.
The following table includes revenue expected to be recognized in the future related to performance obligations that are unsatisfied or
partially unsatisfied as at the end of the reporting period:
Sales of
telecoms
cable products
Sales of
electronic
material
products
Sales of
NEV power
transmission
products
Sales of
electrical
cable
accessories
products Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at December 31, 2022
Within one year ............................ 688,759 101,071 67,478 37,509 37,864 932,681
More than one year ......................... – – – – 41,648 41,648
688,759 101,071 67,478 37,509 79,512 974,329
As at December 31, 2023
Within one year ............................ 614,559 88,606 63,753 38,434 36,873 842,225
More than one year ......................... – – – – 41,722 41,722
614,559 88,606 63,753 38,434 78,595 883,947
As at December 31, 2024
Within one year ............................ 941,289 173,647 152,522 61,925 58,765 1,388,148
More than one year ......................... – – – – 62,479 62,479
941,289 173,647 152,522 61,925 121,244 1,450,627
As at September 30, 2024 (unaudited)
Within one year ............................ 268,015 187,949 196,011 69,905 28,021 749,901
More than one year ......................... – – – – 34,667 34,667
268,015 187,949 196,011 69,905 62,688 784,568
As at September 30, 2025
Within one year ............................ 350,985 263,599 256,404 74,188 52,265 997,441
More than one year ......................... – – – – 21,359 21,359
350,985 263,599 256,404 74,188 73,624 1,018,800
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APPENDIX I ACCOUNTANTS’ REPORT
(b) Segment information
The CODM reviews the Group’s internal reporting in order to assess performance and allocate resources. Management determined the
operating segments based on these reports.
The CODM assesses the performance based on the nature of the Group’s businesses which are principally located in the PRC, and
comprises four reportable segments as follows:
Electronics & electricity Sales of electronic material products and electrical cable accessories products
Wires and cables Sales of telecoms cable products
New energy products Sales of NEV power transmission products
Wind power Sales of wind power
The accounting policies of the operating segments are the same as the Group’s accounting policy described in note 4. Segment results
represent the gain generated by each segment without allocation of the income tax expense. This is the measure reported to the CODM for the
purposes of resources allocation and assessment of segment performance. Inter-segment sales are charged at prevailing market rates.
Year ended December 31, 2022
Electronics
& electricity
Wires and
cables
New energy
products
Wind
power Eliminations Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Segment revenue from external customers ........ 2,999,099 1,362,366 828,416 146,768 – 5,336,649
Inter-segment sales .......................... 39,994 25,480 18,085 – (83,559) –
Total segment revenue ....................... 3,039,093 1,387,846 846,501 146,768 (83,559) 5,336,649
Segment profit and profit before taxation ......... 431,117 115,705 112,346 106,012 (37,824) 727,356
Income tax expense .......................... (67,109)
Profit for the year ........................... 660,247
Year ended December 31, 2023
Electronics
& electricity
Wires and
cables
New energy
products
Wind
power Eliminations Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Segment revenue from external customers ........ 3,303,403 1,172,787 1,083,938 158,713 – 5,718,841
Inter-segment sales .......................... 50,959 8,080 16,045 – (75,084) –
Total segment revenue ....................... 3,354,362 1,180,867 1,099,983 158,713 (75,084) 5,718,841
Segment profit and profit before taxation ......... 607,922 63,516 116,176 117,138 (31,875) 872,877
Income tax expense .......................... (115,150)
Profit for the year ........................... 757,727
Year ended December 31, 2024
Electronics
& electricity
Wires and
cables
New energy
products
Wind
power Eliminations Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Segment revenue from external customers ........ 3,659,269 1,716,939 1,392,170 151,724 – 6,920,102
Inter-segment sales .......................... 52,224 20,085 5,609 – (77,918) –
Total segment revenue ....................... 3,711,493 1,737,024 1,397,779 151,724 (77,918) 6,920,102
Segment profit and profit before taxation ......... 739,308 110,317 166,658 98,171 (40,591) 1,073,863
Income tax expense .......................... (153,360)
Profit for the year ........................... 920,503
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APPENDIX I ACCOUNTANTS’ REPORT
Nine months ended September 30, 2024 (unaudited)
Electronics
& electricity
Wires and
cables
New energy
products
Wind
power Eliminations Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Segment revenue from external customers ........ 2,575,124 1,206,789 917,132 116,470 – 4,815,515
Inter-segment sales .......................... 30,564 5,318 3,636 – (39,518) –
Total segment revenue ....................... 2,605,688 1,212,107 920,768 116,470 (39,518) 4,815,515
Segment profit and profit before taxation ......... 561,107 82,355 112,838 72,920 (16,875) 812,345
Income tax expense .......................... (103,102)
Profit for the period .......................... 709,243
Nine months ended September 30, 2025
Electronics
& electricity
Wires and
cables
New energy
products
Wind
power Eliminations Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Segment revenue from external customers ........ 2,898,198 1,917,591 1,159,735 101,154 – 6,076,678
Inter-segment sales .......................... 48,571 2,956 1,445 – (52,972) –
Total segment revenue ....................... 2,946,769 1,920,547 1,161,180 101,154 (52,972) 6,076,678
Segment profit and profit before taxation ......... 688,291 222,853 131,417 60,366 (66,841) 1,036,086
Income tax expense .......................... (152,783)
Profit for the period .......................... 883,303
Other segment information
Year ended December 31, 2022
Electronics
& electricity
Wires and
cables
New energy
products
Wind
power Eliminations Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Amounts included in the measure of segment profit or
loss or segment assets:
Additions to property, plant and equipment ......... 198,607 167,780 35,018 1,978 (19,715) 383,668
Additions to intangible assets ................... 6,902 – 255 123 – 7,280
Additions to right-of-use assets .................. 97,795 12,721 35,239 973 – 146,728
Depreciation and amortization ................... 131,245 57,938 15,549 42,947 (5,518) 242,161
Impairment losses on property, plant and
equipment ................................. – – 1,652 – – 1,652
Written-down of inventories .................... 9,175 1,736 2,855 – – 13,766
Impairment losses/(reversal of impairment losses) on
financial assets, net ......................... 18,319 (5,211) 11,344 (660) 130 23,922
Year ended December 31, 2023
Electronics
& electricity
Wires and
cables
New energy
products
Wind
power Eliminations Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Amounts included in the measure of segment profit or
loss or segment assets:
Additions to property, plant and equipment ......... 208,632 103,460 52,771 902 (2,830) 362,935
Additions to intangible assets ................... 21,731 – 256 1,712 – 23,699
Additions to right-of-use assets .................. – – 22,618 – (22,596) 22
Depreciation and amortization ................... 135,549 42,296 33,381 43,158 (13,741) 240,643
Impairment losses on property, plant and
equipment ................................. – – 8 3 – – 8 3
Impairment losses on goodwill .................. 28,665 – – – – 28,665
Written-down of inventories .................... 8,702 2,239 6,573 – – 17,514
Impairment losses/(reversal of impairment losses) on
financial assets, net ......................... 7,895 (284) 6,748 152 923 15,434
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APPENDIX I ACCOUNTANTS’ REPORT
Year ended December 31, 2024
Electronics
& electricity
Wires and
cables
New energy
products
Wind
power Eliminations Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Amounts included in the measure of segment profit or
loss or segment assets:
Additions to property, plant and equipment ......... 137,046 195,752 142,270 2,410 (491) 476,987
Additions to intangible assets ................... 1,979 – 310 209 – 2,498
Additions to right-of-use assets .................. 67,006 12,740 95,743 – (2,708) 172,781
Depreciation and amortization ................... 152,563 59,522 40,408 43,426 (7,847) 288,072
Impairment losses on property, plant and
equipment ................................. 4,497 47 684 – – 5,228
Impairment losses on goodwill .................. 36,479 – – – – 36,479
Written-down of inventories .................... 9,786 3,792 11,800 – – 25,378
Impairment losses/(reversal of impairment losses) on
financial assets, net ......................... 13,410 12,217 4,017 (118) 355 29,881
Nine months ended September 30, 2024 (unaudited)
Electronics
& electricity
Wires and
cables
New energy
products
Wind
power Eliminations Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Amounts included in the measure of segment profit or
loss or segment assets:
Additions to property, plant and equipment ......... 100,686 85,973 66,699 2,026 – 255,384
Additions to intangible assets ................... 1,760 – 211 210 – 2,181
Additions to right-of-use assets .................. 66,875 9,785 102,361 – (2,565) 176,456
Depreciation and amortization ................... 108,232 36,309 29,780 32,575 (5,764) 201,132
Impairment losses on property, plant and
equipment ................................. – – 4 3 5 – – 4 3 5
Written-down of inventories .................... 2,490 1,771 2,321 – – 6,582
Impairment losses/(reversal of impairment losses) on
financial assets, net ......................... 2,181 6,970 (910) (23) (714) 7,504
Nine months ended September 30, 2025
Electronics
& electricity
Wires and
cables
New energy
products
Wind
power Eliminations Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Amounts included in the measure of segment profit or
loss or segment assets:
Additions to property, plant and equipment ......... 194,841 502,921 69,878 513 – 768,153
Additions to intangible assets ................... 5 2 8 – 9 6 2 9 2 – 1,582
Additions to right-of-use assets .................. 252,316 7,814 – – – 260,130
Depreciation and amortization ................... 120,909 59,118 39,990 32,330 (6,176) 246,171
Impairment losses on property, plant and
equipment ................................. – – 1 1 0 – – 1 1 0
Written-down of inventories .................... 7,759 7,351 13,838 – – 28,948
(Reversal of impairment losses)/impairment losses on
financial assets, net ......................... (1,361) 9,883 1,326 (51) 125 9,922
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APPENDIX I ACCOUNTANTS’ REPORT
Segment assets and liabilities
The following is an analysis of the Group’s assets and liabilities by reporting segments:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Segment assets
Electronics and electricity ............................................ 5,064,582 5,283,969 5,933,654 6,720,547
Wires and cables ................................................... 1,439,329 1,694,528 2,006,429 2,801,707
New energy products ................................................ 926,612 1,160,677 1,576,187 1,695,303
Wind power ........................................................ 1,047,979 1,073,310 1,112,413 1,101,938
Eliminations ....................................................... (159,766) (232,048) (398,357) (683,111)
Consolidated assets .................................................. 8,318,736 8,980,436 10,230,326 11,636,384
Segment liabilities
Electronics and electricity ............................................ 2,440,953 2,332,852 2,546,827 3,021,771
Wires and cables ................................................... 525,777 700,898 961,621 1,797,905
New energy ....................................................... 585,874 595,281 864,139 884,336
Wind power ........................................................ 188,358 177,096 185,724 179,843
Eliminations ....................................................... (221,620) (288,195) (456,314) (713,167)
Consolidated liabilities ............................................... 3,519,342 3,517,932 4,101,997 5,170,688
Geographical information
Information about the Group’s revenue from continuing operations from external customers is presented based on the location of the
external customers. Information about the Group’s non-current assets is presented based on the geographical location of the assets.
Revenue from external customers
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Mainland China .................................... 4,688,295 4,990,212 6,108,050 4,258,989 5,326,830
Others ............................................ 648,354 728,629 812,052 556,526 749,848
5,336,649 5,718,841 6,920,102 4,815,515 6,076,678
Non-current assets (note)
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Mainland China ..................................................... 3,866,802 3,955,744 4,235,566 4,860,183
Vietnam ........................................................... 13,412 15,068 99,612 256,204
3,880,214 3,970,812 4,335,178 5,116,387
Note: Non-current assets exclude equity instruments at fair value through other comprehensive income, deferred tax assets, contract assets and
trade and other receivables.
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APPENDIX I ACCOUNTANTS’ REPORT
7. OTHER INCOME, GAINS AND LOSSES
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Other income
Government grants (note a) .................................... 57,635 40,997 30,814 19,033 18,618
Interest income ............................................. 7,781 12,368 16,747 9,137 6,417
Dividend income received from equity instruments at FVTOCI ....... 3,200 1,663 3,313 1,819 1,000
Gross rental income .......................................... 4,205 4,380 6,430 4,984 5,490
Value added tax refund ....................................... 3,352 2,790 2,130 1,560 1,716
Additional value added tax deductible (note b) ..................... – 16,200 28,826 19,218 15,967
76,173 78,398 88,260 55,751 49,208
Other gains and losses
Loss on disposal of property, plant and equipment, net .............. (3,025) (2,582) (7,632) (1,569) (505)
Loss on disposal of right-of-use assets ........................... ( 8 ) – – – –
Gain on early termination of leases .............................. 2 0 – – – –
Gain from changes in fair value of financial assets at FVTPL ......... 9 3 5 9 0 6,330 3,652 2,744
Impairment loss on property, plant and equipment (note 15) .......... (1,652) (83) (5,228) (435) (110)
Foreign exchange gains/(loss), net .............................. 14,683 4,291 8,530 2,912 (760)
Others .................................................... 4,861 7,725 1,659 2,591 (1,693)
14,972 9,941 3,659 7,151 (324)
91,145 88,339 91,919 62,902 48,884
Notes:
(a) Included in the amount are government grants received by the Group amounting to RMB43,918,000, RMB31,422,000, RMB22,036,000,
RMB12,591,000 and RMB12,469,000 for the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30,
2024 (unaudited) and 2025, respectively, representing tax refunds, operating subsidies and various industry-specific subsidies granted by
the government authorities to reward the Group’s effort for technological innovation with no future related costs to be incurred. There are
no unfulfilled conditions relating to such government subsidies recognized.
(b) Additional value added tax deductible represents the tax authority allows advanced manufacturing enterprises to deduct an additional 5%
of their deductible input tax from payable value added tax.
8. FINANCE COSTS
Year ended December 31,
Nine months
ended September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Interest expenses on:
– bank borrowings ......................................... 62,724 54,530 49,462 37,672 29,511
– lease liabilities .......................................... 1,239 2,150 7,079 5,131 6,652
– bond payables ........................................... 21,584 6,475 – – –
– discounted bills .......................................... 4,048 3,623 3,898 2,130 3,110
89,595 66,778 60,439 44,933 39,273
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APPENDIX I ACCOUNTANTS’ REPORT
9. PROFIT BEFORE TAXATION
Profit before taxation has been carried at after charging/(crediting):
Year ended December 31,
Nine months
ended September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Auditor’s remuneration (unaudited)
– audit services ............................................ 2,460 2,370 2,560 1,920 1,920
– non-audit services ........................................ 4 3 0 6 7 4 5 2 6 – 1,318
2,890 3,044 3,086 1,920 3,238
Cost of inventories sold ....................................... 2,605,558 2,796,045 3,474,255 2,400,677 3,045,095
Depreciation of property, plant and equipment (note 15) .............. 194,448 212,432 239,427 168,269 202,064
Depreciation of right-of-use assets (note 16) ....................... 22,608 21,618 34,578 25,221 37,040
Amortization of intangible assets included in administrative expenses
(note 18) ................................................. 23,861 5,359 12,688 6,552 5,997
Depreciation of investment properties (note 19) .................... 1,244 1,234 1,379 1,090 1,070
Total depreciation and amortization .............................. 242,161 240,643 288,072 201,132 246,171
Capitalized in inventories ...................................... (177,024) (186,394) (223,521) (153,268) (197,102)
65,137 54,249 64,551 47,864 49,069
Impairment of goodwill (note 17) ................................ – 28,665 36,479 – –
Written-down of inventories (note 23) ............................ 13,766 17,514 25,378 6,582 28,948
Impairment losses/(reversal of impairment losses), net:
– trade receivables ......................................... 19,102 21,628 24,302 5,776 8,945
– bills receivables .......................................... (1,028) 418 2,147 466 (755)
– other receivables ......................................... 1 4 4 (2,501) 1,894 188 (871)
– contract assets ........................................... 5,704 (4,111) 1,538 1,074 2,603
23,922 15,434 29,881 7,504 9,922
Short-term lease payments ..................................... 10,507 11,187 18,074 12,769 19,654
Gross rental income from investment properties .................... 4,205 4,380 6,430 4,984 5,490
Less: direct operating expenses incurred for investment properties
included in administrative expenses ............................ (1,244) (1,234) (1,379) (1,090) (1,070)
2,961 3,146 5,051 3,894 4,420
Staff cost (including directors’, chief executive’s, and supervisors’
remuneration):
Basic salaries, allowances and other benefits in kind ................. 852,907 953,768 1,087,997 757,169 938,198
Retirement benefit expense .................................... 59,131 60,436 72,920 53,121 72,579
Equity-settled share-based payments ............................. 9 4 5 1,662 2,094 (190) 9,368
912,983 1,015,866 1,163,011 810,100 1,020,145
Listing expenses ............................................. – – – – 6 3 6
10. INCOME TAX EXPENSE
(a) Taxation in the consolidated statement of profit or loss
Year ended December 31,
Nine months
ended September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Current income Tax (unaudited)
Current tax ............................................... 61,647 103,390 142,826 100,144 124,587
Under/(over) provision in prior years ........................... 5,283 (792) 6,082 2,249 2,021
66,930 102,598 148,908 102,393 126,608
Deferred tax
Current year/period ......................................... 1 7 9 13,611 3,817 703 26,306
Attributable to a change in tax rate ............................. – (1,059) 635 6 (131)
........................................................ 1 7 9 12,552 4,452 709 26,175
67,109 115,150 153,360 103,102 152,783
The group companies are subject to income tax on an entity basis on profit arising in or derived from the jurisdictions in which members
of the Group are domiciled and operate.
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APPENDIX I ACCOUNTANTS’ REPORT
Under the Law of the PRC on Enterprise Income Tax (the “EIT Law ”) and Implementation Regulation of the EIT Law, the tax rate of
the PRC subsidiaries is 25% unless they are subject to preferential tax as set out below.
During the year ended December 31, 2022, the Company, LTK Electric, LTK Electric Wire (Changzhou) Ltd, Shanghai Keter New
Materials, Surgwave Electronics (Shanghai) Co., Ltd., Changzhou Varlk Technology Co., Ltd., Shenzhen Woer New Energy Electric
Technology, Shanghai Changyuan Electronic Material Co., Ltd., CYG Tefa Co., Ltd., Tianjin Changyuan Electronic Material Co., Ltd.,
Changyuan Electronics (Dongguan) Co., Ltd., Dongguan Salipt Co., Ltd., Huzhou Changyuan Tefa Technology Co., Ltd., Shenzhen Orbit
Systems Inc., Changzhou WOER HEAT-SHRINKABLE Material Co., Ltd., Tianjin Wo’erfa Power Equipment Co., Ltd., WOER HEAT-
SHRINKABLE and Shenzhen WOER Electric Technology Co., Ltd. were accredited as the “High and New Technology Enterprise” and
therefore were entitled to a preferential income tax rate of 15%. The qualification is subject to review by the relevant tax authority in the PRC
every three years.
During the year ended December 31, 2023, the Company, LTK Electric, LTK Electric Wire (Changzhou) Ltd, Shanghai Keter New
Materials, Surgwave Electronics (Shanghai) Co., Ltd., Changzhou Varlk Technology Co., Ltd., Shenzhen Woer New Energy Electric
Technology, Shanghai Changyuan Electronic Material Co., Ltd., Tianjin Changyuan Electronic Material Co., Ltd., Changyuan Electronics
(Dongguan) Co., Ltd., Shenzhen Orbit Systems Inc., Changzhou WOER HEAT-SHRINKABLE Material Co., Ltd., Tianjin Wo’erfa Power
Equipment Co., Ltd., WOER HEAT-SHRINKABLE and Shenzhen WOER Electric Technology Co., Ltd. were accredited as the “High and
New Technology Enterprise” and therefore were entitled to a preferential income tax rate of 15%. The qualification is subject to review by the
relevant tax authority in the PRC every three years.
During the year ended December 31, 2024, the Company, LTK Electric, LTK Electric Wire (Changzhou) Ltd, Shanghai Keter New
Materials, Shenzhen Woer New Energy Electric Technology, Shanghai Changyuan Electronic Material Co., Ltd., Tianjin Changyuan
Electronic Material Co., Ltd., Changyuan Electronics (Dongguan) Co., Ltd., Changzhou Changyuan Tefa Technology Co., Ltd., Huizhou
Changyuan Tefa Technology Co., Ltd., Shenzhen Orbit Systems Inc., Changzhou WOER HEAT-SHRINKABLE Material Co., Ltd., Tianjin
Wo’erfa Power Equipment Co., Ltd., WOER HEAT-SHRINKABLE and Shenzhen WOER Electric Technology Co., Ltd., were accredited as
the “High and New Technology Enterprise” and therefore were entitled to a preferential income tax rate of 15%. The qualification is subject
to review by the relevant tax authority in the PRC every three years.
During the nine months ended September 30, 2024, the Company, LTK Electric, LTK Electric Wire (Changzhou) Ltd, Shanghai Keter
New Materials, Shenzhen Woer New Energy Electric Technology, Shanghai Changyuan Electronic Material Co., Ltd., Tianjin Changyuan
Electronic Material Co., Ltd., Changyuan Electronics (Dongguan) Co., Ltd., Changzhou Changyuan Tefa Technology Co., Ltd., Huizhou
Changyuan Tefa Technology Co., Ltd., Shenzhen Orbit Systems Inc., Changzhou WOER HEAT- SHRINKABLE Material Co., Ltd., Tianjin
Wo’erfa Power Equipment Co., Ltd., WOER HEAT-SHRINKABLE, and Shenzhen WOER Electric Technology Co., Ltd. were accredited as
the “High and New Technology Enterprise” and therefore were entitled to a preferential income tax rate of 15%. The qualification is subject
to review by the relevant tax authority in the PRC every three years.
During the nine months ended September 30, 2025, the Company, LTK Electric, LTK Electric Wire (Changzhou) Ltd, Shanghai Keter
New Materials, Shenzhen Woer New Energy Electric Technology, Shanghai Changyuan Electronic Material Co., Ltd., Changyuan
Electronics (Dongguan) Co., Ltd., Changzhou Changyuan Tefa Technology Co., Ltd., Huizhou Changyuan Tefa Technology Co., Ltd.,
Shenzhen Orbit Systems Inc., Changzhou WOER HEAT-SHRINKABLE Material Co., Ltd., Tianjin Wo’erfa Power Equipment Co., Ltd.,
WOER HEAT-SHRINKABLE, and Shenzhen WOER Electric Technology Co., Ltd. were accredited as the “High and New Technology
Enterprise” and therefore were entitled to a preferential income tax rate of 15%. The qualification is subject to review by the relevant tax
authority in the PRC every three years.
During the year ended December 31, 2022, LTK CABLE (Chongqing) Ltd., Dalian LTK Trade Ltd, Wuhan Wo’er Nuclear Material
Technology Development Co., Ltd., Changchun Wall Nuclear Material Wind Power Generation Co., Ltd., Liangcheng County Xinyuan Wind
Power Generation Co., Ltd., Hailin Xinyuan Wind Power Co., Ltd., Shanghai Lante New Material Co., Ltd., Shanghai Lin Tian Functional
Materials Co., Ltd., Wuhan Wal New Energy Technology Co., Ltd., CYG Electronics (Group) Co., Ltd., Shanghai Changyuan Radiation
Technology Co., Ltd., Changzhou Changyuan Electronic Materials Co., Ltd., Shenzhen Judian Network Technology Co., Ltd., Shenzhen
Judian New Energy Technology Co., Ltd., Shenzhen Judian New Energy Automobile Service Co., Ltd., Shanghai Judian New Energy
Vehicle Technology Co., Ltd., Beijing Judian Juneng Technology Co., Ltd., Shenzhen Judian Investment Holdings Co., Ltd., Shenzhen
Huawo Zhilian Technology Co., Ltd., Beijing Woerfa Electrical Co., Ltd., Shenzhen Wolida Trading Co., Ltd., Shenzhen Guodian Julong
Electrical Technology Co., Ltd., Shenzhen Woer Intelligent Equipment Co., Ltd., Changzhou Guodian Julong Electric Technology Co., Ltd.,
KTG (ChangZhou) New Material Co., Ltd., Wuhan Wal New Material Co., Ltd. and Wuhan Wal Nuclear Power Technology Co., Ltd., were
qualified as “Small and Micro-Sized Enterprises” (“ SME”). For the first RMB1 million of annual taxable income is eligible for 12.5%
reduction at the applicable income tax rate of 20%, and the income between RMB1 million and RMB3 million is el igible for 50% reduction
at the applicable income tax rate of 20%.
During the year ended December 31, 2023, LTK CABLE (Chongqing) Ltd., Dalian LTK Trade Ltd, Wuhan Wo’er Nuclear Material
Technology Development Co., Ltd., Changchun Wall Nuclear Material Wind Power Generation Co., Ltd., Liangcheng County Xinyuan Wind
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APPENDIX I ACCOUNTANTS’ REPORT
Power Generation Co., Ltd., Hailin Xinyuan Wind Power Co., Ltd., Shanghai Lante New Material Co., Ltd., Shanghai Lin Tian Functional
Materials Co., Ltd., Wuhan Wal New Energy Technology Co., Ltd., Shenzhen Woer New Energy Technology Co., Ltd., CYG Electronics
(Group) Co., Ltd., Shanghai Changyuan Radiation Technology Co., Ltd., Changzhou Changyuan Electronic Materials Co., Ltd., Shenzhen
Judian Network Technology Co., Ltd., Shenzhen Judian New Energy Technology Co., Ltd., Shenzhen Judian New Energy Automobile
Service Co., Ltd., Shanghai Judian New Energy Vehicle Technology Co., Ltd., Beijing Judian Juneng Technology Co., Ltd., Shenzhen Judian
Investment Holdings Co., Ltd., Shenzhen Huawo Zhilian Technology Co., Ltd., Beijing Woerfa Electrical Co., Ltd., Shenzhen Wolida
Trading Co., Ltd., Shenzhen Guodian Julong Electrical Technology Co., Ltd., Shenzhen Woer Intelligent Equipment Co., Ltd., KTG
(ChangZhou) New Material Co., Ltd. and Wuhan Wal Nuclear Power Technology Co., Ltd., were qualified as SME. For the first
RMB1 million of annual taxable income is eligible for 25% reduction at the applicable income tax rate of 20%.
During the year ended December 31, 2024, LTK CABLE (Chongqing) Ltd., Dalian LTK Trade Ltd. Changchun Wall Nuclear Material
Wind Power Generation Co., Ltd., Shanghai Lante New Material Co., Ltd., Shanghai Lin Tian Functional Materials Co., Ltd., Shanghai
Ricoro Film Co., Ltd., Shanghai WoDarun New Materials Co., Ltd., Wuhan Wal New Energy Technology Co., Ltd., Shenzhen Woer New
Energy Technology Co., Ltd., CYG Electronics (Group) Co., Ltd., Shanghai Changyuan Radiation Technology Co., Ltd., Changzhou
Changyuan Electronic Materials Co., Ltd., Shenzhen Judian Network Technology Co., Ltd., Shenzhen Judian New Energy Technology Co.,
Ltd., Shenzhen Judian New Energy Automobile Service Co., Ltd., Shanghai Judian New Energy Vehicle Technology Co., Ltd., Beijing
Judian Juneng Technology Co., Ltd., Shenzhen Judian Investment Holdings Co., Ltd., Beijing Woerfa Electrical Co., Ltd., Shenzhen Wolida
Trading Co., Ltd., Shenzhen Guodian Julong Electrical Technology Co., Ltd., Shenzhen Woer Intelligent Equipment Co., Ltd. and KTG
(ChangZhou) New Material Co., Ltd. were qualified as SME. For the first RMB1 million of annual taxable income is eligible for 25%
reduction at the applicable income tax rate of 20%.
During the nine months ended September 30, 2024, LTK CABLE (Chongqing) Ltd, Dalian LTK Trade Ltd, Wuhan Wo’er Nuclear
Material Technology Development Co., Ltd., Changchun Wall Nuclear Material Wind Power Generation Co., Ltd., Shanghai Lante New
Material Co., Ltd., Shanghai LIN TIAN Functional MATERIALS Co., Ltd., Wuhan Wal New Energy Technology Co., Ltd., Shenzhen Woer
New Energy Technology Co., Ltd., CYG ELECTRONICS (Group) Co., Ltd., Shanghai Changyuan Radiation Technology Co., Ltd.,
Changzhou Changyuan Electronic Materials Co., Ltd., Shenzhen Judian Network Technology Co., Ltd., Shenzhen Judian New Energy
Technology Co., Ltd., Shenzhen Judian New Energy Automobile Service Co., Ltd., Shanghai Judian New Energy Vehicle Technology Co.,
Ltd., Beijing Judian Juneng Technology Co., Ltd., Shenzhen Judian Investment Holdings Co., Ltd., Shenzhen Huawo Zhilian Technology
Co., Ltd., Beijing Woerfa Electrical Co., Ltd., Shenzhen Wolida Trading Co., Ltd., Shenzhen Guodian Julong Electrical Technology Co.,
Ltd., Shenzhen Woer Intelligent Equipment Co., Ltd. and KTG (ChangZhou) New Material Co., Ltd. were qualified as SME. For the first
RMB1 million of annual taxable income is eligible for 25% reduction at the applicable income tax rate of 20%.
During the nine months ended September 30, 2025, LTK CABLE (Chongqing) Ltd, Dalian LTK Trade Ltd, Changchun Wall Nuclear
Material Wind Power Generation Co., Ltd., Shanghai Lante New Material Co., Ltd., Shanghai LIN TIAN Functional MATERIALS Co., Ltd.,
Shanghai Ricoro Film Co., Ltd., Shanghai WoDarun New Materials Co., Ltd., Shenzhen Woer New Energy Technology Co., Ltd., Shanghai
Changyuan Radiation Technology Co., Ltd., Changzhou Changyuan Electronic Materials Co., Ltd., Shenzhen Judian Network Technology
Co., Ltd., Shenzhen Judian New Energy Technology Co., Ltd., Shenzhen Judian New Energy Automobile Service Co., Ltd., Shanghai Judian
New Energy Vehicle Technology Co., Ltd., Beijing Judian Juneng Technology Co., Ltd., Shenzhen Judian Investment Holdings Co., Ltd.,
Shenzhen Kenaite Conductive Precision Technology Co., Ltd., Beijing Woerfa Electrical Co., Ltd., Shenzhen Wolida Trading Co., Ltd.,
Shenzhen Guodian Julong Electrical Technology Co., Ltd., Shenzhen Woer Intelligent Equipment Co., Ltd. and KTG (ChangZhou) New
Material Co., Ltd. were qualified as SME. For the first RMB1 million of annual taxable income is eligible for 25% reduction at the applicable
income tax rate of 20%.
Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.
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APPENDIX I ACCOUNTANTS’ REPORT
The tax charge for the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2024 (unaudited) and
2025 can be reconciled to the profit before taxation per the consolidated statements of profit or loss and other comprehensive income as
follows:
Year ended December 31,
Nine months
ended September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Profit before taxation ......................................... 727,356 872,877 1,073,863 812,345 1,036,086
Tax at the statutory tax rate of 25% ............................. 181,839 218,219 268,466 203,086 259,022
Effects of different tax rates applicable to different subsidiaries of the
Group ................................................... (66,522) (79,175) (98,802) (72,343) (79,043)
Tax effect of expenses that are not deductible for tax purposes ........ 6,137 11,366 10,196 2,561 3,767
Tax effect of income that is not taxable for tax purposes ............. ( 294) (4,794) (1,984) (1,432) (3,622)
Under/(over) provision of taxation in previous year ................. 5,283 (792) 6,082 2,249 2,021
Tax effect of share of results of associates ........................ (1,515) (2,469) (2,452) (1,404) (611)
Tax effect of temporary difference not recognized .................. 15,941 10,992 11,643 3,397 16,589
Utilization of deductible temporary differences previously not
recognized ............................................... (2,779) (5,204) (1,350) (4,333) (6,439)
Tax effect of additional tax deduction for eligible research and
development expenses ...................................... (70,981) (32,993) (38,439) (28,679) (38,901)
Income tax expenses for the year/period .......................... 67,109 115,150 153,360 103,102 152,783
(b) Tax effects relating to each component of other comprehensive income
Before taxation Taxation credited Net of taxation
RMB’000 RMB’000 RMB’000
(Note 32)
For the year ended December 31, 2022
Fair value change of equity instruments at FVTOCI ........................ (38,603) 5,790 (32,813)
Before taxation Taxation charged Net of taxation
RMB’000 RMB’000 RMB’000
(Note 32)
For the year ended December 31, 2023
Fair value change of equity instruments at FVTOCI ........................ 13,745 (2,062) 11,683
Before taxation Taxation credited Net of taxation
RMB’000 RMB’000 RMB’000
(Note 32)
For the year ended December 31, 2024
Fair value change of equity instruments at FVTOCI ........................ (10,503) 1,577 (8,926)
Before taxation Taxation charged Net of taxation
RMB’000 RMB’000 RMB’000
(Note 32)
For the nine months ended September 30, 2024 (unaudited)
Fair value change of equity instruments at FVTOCI ........................ (12,587) 1,813 (10,774)
Before taxation Taxation credited Net of taxation
RMB’000 RMB’000 RMB’000
(Note 32)
For the nine months ended September 30, 2025
Fair value change of equity instruments at FVTOCI ........................ (35,572) 5,844 (29,728)
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APPENDIX I ACCOUNTANTS’ REPORT
11. DIRECTORS’, CHIEF EXECUTIVE’S AND SUPERVISORS’ EMOLUMENTS
Ms. Yi Huarong is the chief executive of the Company and her emolument disclosed below included those for services rendered by her
as the chief executive of the Company and other group entities.
Details of the emoluments paid or payable to the individuals who were appointed as the directors, chief executive and supervisors of the
Company (including emoluments for services as employees/directors of the group entities prior to becoming the directors of the Company),
during the Track Record Period, disclosed pursuant to the applicable Listing Rules and Hong Kong Companies Ordinance, are as follows:
Year ended December 31, 2022 Fee
Salaries,
allowances and
benefits in kind
Performance
related
bonuses
Retirement
benefit
scheme
contribution
Share-based
compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Mr. Zhou Wenhe (note (i)) .......... – 7 4 8 – – – 7 4 8
Ms. Yi Huarong (note (iii)) ......... – 2 3 9 – 4 5 – 2 8 4
Ms. Deng Yan ................... – 4 6 4 – 2 9 – 4 9 3
Mr. Liu Zhanli ................... – 7 2 9 – 2 5 – 7 5 4
Mr. Xia Chunliang ................ – 5 7 5 – 3 0 – 6 0 5
Ms. Wang Honghui (note (iv)) ....... – 7 9 4 – 4 1 – 8 3 5
Sub-total ........................ – 3,549 – 170 – 3,719
Non-executive directors
Dr. Li Wenyou ................... 1 2 0 – – – – 1 2 0
Sub-total ........................ 1 2 0 – – – – 1 2 0
Independent non-executive directors
Ms. Chen Yanyan ................. 1 2 0 – – – – 1 2 0
Mr. Zeng Fanyue (note (v)) ......... 2 0 – – – – 2 0
Ms. Dai Bingjie (note (vi)) .......... 2 0 – – – – 2 0
Ms. Yang Zaifeng (note (vii)) ....... 1 0 0 – – – – 1 0 0
Mr. Liu Guangling (note (viii)) ...... 1 0 0 – – – – 1 0 0
Sub-total ........................ 3 6 0 – – – – 3 6 0
Supervisors
Mr. Wang Jun .................... – 2 2 4 – 2 0 – 2 4 4
Mr. Zheng Yunfei ................. – 5 0 4 – 1 8 – 5 2 2
Ms. Geng Lian (note (ix)) .......... – 2 6 – 2 – 2 8
Mr. Fang Leixiang (note (x)) ........ – 2 9 1 – 2 8 – 3 1 9
Sub-total ........................ – 1,045 – 68 – 1,113
Total ........................... 4 8 0 4,594 – 238 – 5,312
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APPENDIX I ACCOUNTANTS’ REPORT
Year ended December 31, 2023 Fee
Salaries,
allowances and
benefits in kind
Performance
related
bonuses
Retirement
benefit
scheme
contribution
Share-based
compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Mr. Zhou Wenhe (note (i)) .......... – 7 4 5 – – – 7 4 5
Ms. Yi Huarong (note (iii)) ......... – 1,413 – 46 – 1,459
Ms. Deng Yan ................... – 5 4 8 – 2 7 – 5 7 5
Mr. Liu Zhanli ................... – 8 3 7 – 2 7 – 8 6 4
Mr. Xia Chunliang ................ – 7 3 3 – 3 8 2 2 7 9 3
Sub-total ........................ – 4,276 – 138 22 4,436
Non-executive directors
Dr. Li Wenyou ................... 1 2 0 – – – – 1 2 0
Sub-total ........................ 1 2 0 – – – – 1 2 0
Independent non-executive directors
Ms. Chen Yanyan ................. 1 2 0 – – – – 1 2 0
Mr. Zeng Fanyue (note (v)) ......... 1 2 0 – – – – 1 2 0
Ms. Dai Bingjie (note (vi)) .......... 1 2 0 – – – – 1 2 0
Sub-total ........................ 3 6 0 – – – – 3 6 0
Supervisors
Mr. Wang Jun .................... – 2 2 1 – 1 9 – 2 4 0
Mr. Zheng Yunfei ................. – 2 2 2 – 1 4 – 2 3 6
Ms. Geng Lian (note (ix)) .......... – 1 5 1 – 1 3 – 1 6 4
Sub-total ........................ – 5 9 4 – 4 6 – 6 4 0
Total ........................... 4 8 0 4,870 – 184 22 5,556
Year ended December 31, 2024 Fee
Salaries,
allowances and
benefits in kind
Performance
related
bonuses
Retirement
benefit
scheme
contribution
Share-based
compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Mr. Zhou Wenhe (note (i)) .......... – 5 6 3 – – – 5 6 3
Ms. Yi Huarong (note (iii)) ......... – 1,493 – 50 – 1,543
Ms. Deng Yan ................... – 5 0 6 – 2 9 – 5 3 5
Mr. Liu Zhanli ................... – 8 8 6 – 2 8 – 9 1 4
Mr. Xia Chunliang ................ – 4 7 4 – 5 0 2 1 5 4 5
Sub-total ........................ – 3,922 – 157 21 4,100
Non-executive directors
Dr. Li Wenyou ................... 1 2 0 – – – – 1 2 0
Sub-total ........................ 1 2 0 – – – – 1 2 0
Independent non-executive directors
Ms. Chen Yanyan ................. 1 2 0 – – – – 1 2 0
Mr. Zeng Fanyue (note (v)) ......... 1 2 0 – – – – 1 2 0
Ms. Dai Bingjie (note (vi)) .......... 1 2 0 – – – – 1 2 0
Sub-total ........................ 3 6 0 – – – – 3 6 0
Supervisors
Mr. Wang Jun .................... – 2 2 5 – 2 0 – 2 4 5
Mr. Zheng Yunfei ................. – 2 8 9 – 1 5 – 3 0 4
Ms. Geng Lian (note (ix)) .......... – 1 6 2 – 1 5 – 1 7 7
Sub-total ........................ – 6 7 6 – 5 0 – 7 2 6
Total ........................... 4 8 0 4,598 – 207 21 5,306
–I - 4 8–


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APPENDIX I ACCOUNTANTS’ REPORT
Nine months ended September 30,
2024 (unaudited) Fee
Salaries,
allowances and
benefits in kind
Performance
related
bonuses
Retirement
benefit
scheme
contribution
Share-based
compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Mr. Zhou Wenhe (note (i)) .......... – 4 5 3 – – – 4 5 3
Ms. Yi Huarong (note (iii)) ......... – 1,119 – 54 – 1,173
Ms. Deng Yan ................... – 3 8 0 – 2 1 – 4 0 1
Mr. Liu Zhanli ................... – 6 6 4 – 3 0 – 6 9 4
Mr. Xia Chunliang ................ – 3 5 6 – 3 7 ( 3 ) 3 9 0
Sub-total ........................ – 2,972 – 142 (3) 3,111
Non-executive directors
Dr. Li Wenyou ................... 9 0 – – – – 9 0
Sub-total ........................ 9 0 – – – – 9 0
Independent non-executive directors
Ms. Chen Yanyan ................. 9 0 – – – – 9 0
Mr. Zeng Fanyue (note (v)) ......... 9 0 – – – – 9 0
Ms. Dai Bingjie (note (vi)) .......... 9 0 – – – – 9 0
Sub-total ........................ 2 7 0 – – – – 2 7 0
Supervisors
Mr. Wang Jun .................... – 1 7 1 – 2 2 – 1 9 3
Mr. Zheng Yunfei ................. – 2 1 7 – 1 1 – 2 2 8
Ms. Geng Lian (note (ix)) .......... – 1 2 1 – 1 3 – 1 3 4
Sub-total ........................ – 5 0 9 – 4 6 – 5 5 5
Total ........................... 3 6 0 3,481 – 188 (3) 4,026
Nine months ended September 30,
2025 Fee
Salaries,
allowances and
benefits in kind
Performance
related
bonuses
Retirement
benefit
scheme
contribution
Share-based
compensation Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Mr. Zhou Wenhe (note (i)) .......... – 6 7 – – – 6 7
Mr. Zhou Heping (note (ii)) ......... – 3,742 – – – 3,742
Ms. Yi Huarong (note (iii)) ......... – 1,486 – 58 – 1,544
Ms. Deng Yan ................... – 3 6 2 – 2 3 3 7 4 2 2
Mr. Liu Zhanli ................... – 8 5 3 – 3 2 1 8 5 1,070
Mr. Xia Chunliang ................ – 8 8 2 – 4 1 2 2 7 1,150
Sub-total ........................ – 7,392 – 154 449 7,995
Non-executive directors
Dr. Li Wenyou ................... 9 0 – – – – 9 0
Sub-total ........................ 9 0 – – – – 9 0
Independent non-executive directors
Ms. Chen Yanyan ................. 9 0 – – – – 9 0
Mr. Zeng Fanyue (note (v)) ......... 9 0 – – – – 9 0
Ms. Dai Bingjie (note (vi)) .......... 9 0 – – – – 9 0
Sub-total ........................ 2 7 0 – – – – 2 7 0
Supervisors
Mr. Wang Jun .................... – 1 4 7 – 1 6 – 1 6 3
Mr. Zheng Yunfei ................. – 1 8 8 – 8 8 2 0 4
Ms. Geng Lian (note (ix)) .......... – 8 4 – 1 2 – 9 6
Sub-total ........................ – 4 1 9 – 3 6 8 4 6 3
Total ........................... 3 6 0 7,811 – 190 457 8,818
–I - 4 9–


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APPENDIX I ACCOUNTANTS’ REPORT
Notes:
(i) Mr. Zhou Wenhe resigned as executive director of the Company with effect from May 10, 2025.
(ii) Mr. Zhou Heping was appointed as executive director of the Company with effect from June 3, 2025.
(iii) Ms. Yi Huarong was appointed as executive director of the Company with effect from November 2, 2022.
(iv) Ms. Wang Honghui resigned as executive director of the Company with effect from November 2, 2022.
(v) Mr. Zeng Fanyue was appointed as independent non-executive director of the Company with effect from November 2, 2022.
(vi) Ms. Dai Bingjie was appointed as independent non-executive director of the Company with effect from November 2, 2022.
(vii) Ms. Yang Zaifeng resigned as independent non-executive director of the Company with effect from November 2, 2022.
(viii) Mr. Liu Guangling resigned as independent non-executive director of the Company with effect from November 2, 2022.
(ix) Ms. Geng Lian was appointed as supervisor of the Company with effect from November 2, 2022.
(x) Mr. Fang Leixiang resigned as supervisor of the Company with effect from November 2, 2022.
The executive directors’ and chief executive’s emoluments shown above were paid for their services in connection with the management
of the affairs of the Company and the Group during the Track Record Period.
The non-executive directors’ emoluments and independent non-executive directors’ emoluments shown above were mainly for their
services as directors of the Company during the Track Record Period.
During the Track Record Period, there was no arrangement under which a director or the chief executive or a supervisor waived or
agreed to waive any emolument, and no emoluments were paid by the Group to any of the directors of the Company as an inducement to join
or upon joining the Group or as compensation for loss of office.
12. FIVE HIGHEST PAID EMPLOYEES
The individuals whose emoluments were the top 5 highest in the Group for the years ended December 31, 2022, 2023 and 2024 and the
nine months ended September 30, 2024 (unaudited) and 2025, respectiv ely include nil, one, one, two and two directors of the Company whose
emoluments are set out in note 11 above. The emoluments paid to the rema ining five, four, four, three and three individuals with the highest
emoluments in the Group for each of the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2024
(unaudited) and 2025, respectively, are as follows:
Year ended December 31,
Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Salaries, allowances and benefits in kind ................. 10,825 9,213 9,965 4,751 3,794
Retirement benefit expense ............................ 2 3 7 1 7 5 1 1 6 1 4 4 1 6 3
Equity-settled share-based payments .................... – – – – 4 2 6
11,062 9,388 10,081 4,895 4,383
The number of the highest paid employees (including the directors or the supervisors) of the Company whose remuneration fell within
the following bands is as follows:
Year ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
(unaudited)
Nil to HK$1,000,000 ........................................ – – – 3 –
HK$1,000,001 to HK$1,500,000 ............................... – – – 1 1
HK$1,500,001 to HK$2,000,000 ............................... 3 3 3 – 3
HK$2,000,001 to HK$2,500,000 ............................... 1 – 1 – –
HK$2,500,001 to HK$3,000,000 ............................... – 1 – – –
HK$3,000,001 to HK$3,500,000 ............................... – – – – –
HK$3,500,001 to HK$4,000,000 ............................... – – – 1 –
HK$4,000,001 to HK$4,500,000 ............................... 1 1 – – 1
HK$4,500,001 to HK$5,000,000 ............................... – – – – –
HK$5,000,001 to HK$5,500,000 ............................... – – 1 – –
–I - 5 0–


--- page 356 ---
APPENDIX I ACCOUNTANTS’ REPORT
During the Track Record Period, no highest paid employees waived or agreed to waive any remuneration and no remuneration was paid by
the Group to any of the five highest paid employees as an inducement to j oin or upon joining the Group or as compensation for loss of office.
13. DIVIDENDS
On June 13, 2022, the payment of a final dividend of approximately RMB44,096,000 in aggregate (RMB0.35 per 10 ordinary shares)
was paid by the Company in respect of the year ended December 31, 2021. On May 29, 2023, the payment of a final dividend of
approximately RMB50,396,000 in aggregate (RMB0.40 per 10 ordinary shares) was paid by the Company in respect of the year ended
December 31, 2022. On May 29, 2024, the payment of a final dividend of approximately RMB211,877,000 in aggregate (RMB1.70 per 10
ordinary shares) was paid by the Company in respect of the year ended December 31, 2023. On June 23, 2025, the payment of a final
dividend of approximately RMB170,748,000 in aggregate (RMB1.37 per 10 ordinary shares) was paid by the Company in respect of the year
ended December 31, 2024.
14. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share attributable to owners of the Company for the Track Record Period is based
on the following data:
Year ended December 31,
Nine months ended September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Earnings
Profit for the year attributable to owners of the Company for
the purpose of basic and diluted earnings per share ....... 614,623 700,483 847,551 655,096 821,839
‘000 ‘000 ‘000 ‘000 ‘000
Number of shares
Weighted average number of ordinary shares for the purpose
of basic earnings per share ..........................
................................................. 1,259,899 1,257,934 1,246,334 1,246,334 1,246,334
Effect of dilutive potential ordinary shares: ...............
Share awards ....................................... N / A N / A N / A N / A 8 0 9
Share options ...................................... N / A N / A N / A N / A 2 5 6
Weighted average number of ordinary shares for the purpose
of diluted earnings per share ......................... 1,259,899 1,257,934 1,246,334 1,246,334 1,247,399
The weighted average number of ordinary shares outstanding during the nine months ended September 30, 2025 have been adjusted for
the effect of the Company’s share awards scheme and share option scheme granted in April 2025.
The Group has no potential dilutive ordinary shares in issue for the years ended December 31, 2022, 2023 and 2024 and nine months
ended September 30, 2024.
–I - 5 1–


--- page 357 ---
APPENDIX I ACCOUNTANTS’ REPORT
15. PROPERTY, PLANT AND EQUIPMENT
The Group
Buildings
Plant and
machinery
Motor
vehicles
Electricity
generation
and related
equipment
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
COST
At January 1, 2022 ................................ 1,223,746 1,092,891 25,955 990,354 94,735 229,599 3,657,280
Additions ....................................... 47,081 189,837 2,082 15,449 8,069 121,150 383,668
Acquisition of a subsidiary (note 43(a)) ................ 73,380 – – – – – 73,380
Transfers from construction in progress ................ 30,739 36,377 – – 28,152 (95,268) –
Disposals ....................................... (4,425) (67,076) (1,470) (5,979) – – (78,950)
At December 31, 2022 and January 1, 2023 ............ 1,370,521 1,252,029 26,567 999,824 130,956 255,481 4,035,378
Additions ....................................... 2,657 126,368 2,108 15,381 30,284 186,137 362,935
Transfers from construction in progress ................ 51,124 26,110 – – 14,077 (91,311) –
Transferred to investment properties (note 19) .......... (7,335) – – – – – (7,335)
Disposals ....................................... (16,552) (50,298) (2,458) (10,414) – – (79,722)
At December 31, 2023 and January 1, 2024 ............ 1,400,415 1,354,209 26,217 1,004,791 175,317 350,307 4,311,256
Additions ....................................... 2,083 190,532 4,074 33,447 20,190 226,661 476,987
Transfers from construction in progress ................ 160,814 22,077 – – 14,339 (197,230) –
Disposals ....................................... (7,761) (27,419) (819) (10,544) – – (46,543)
At December 31, 2024 and January 1, 2025 ............ 1,555,551 1,539,399 29,472 1,027,694 209,846 379,738 4,741,700
Additions ....................................... – 456,305 1,274 51,806 23,707 235,061 768,153
Acquisition of a subsidiary (note 43(b)) ................ – 1 1 – – – 8,067 8,078
Transfers from construction in progress ................ 2 0 6 9,504 – – 18,897 (28,607) –
Disposals ....................................... (309) (17,866) (5,161) (1,008) (1,397) – (25,741)
Exchange adjustments ............................. – (295) 34 – – – (261)
At September 30, 2025 ............................. 1,555,448 1,987,058 25,619 1,078,492 251,053 594,259 5,491,929
ACCUMULATED DEPRECIATION AND
IMPAIRMENT LOSSES
At January 1, 2022 ................................ 278,320 597,295 15,786 224,342 46,321 – 1,162,064
Depreciation provided for the year .................... 38,235 82,529 2,928 53,494 17,262 – 194,448
Impairment provided for the year ..................... – 1,521 – 131 – – 1,652
Eliminated on disposals ............................ (3,624) (34,967) (1,254) (4,756) – – (44,601)
At December 31, 2022 and January 1, 2023 ............ 312,931 646,378 17,460 273,211 63,583 – 1,313,563
Depreciation provided for the year .................... 43,108 96,295 2,545 49,088 21,396 – 212,432
Transferred to investment properties (note 19) .......... (4,743) – – – – – (4,743)
Impairment provided for the year ..................... – 7 6 – 7 – – 8 3
Eliminated on disposals ............................ (9,465) (26,664) (2,231) (9,146) – – (47,506)
At December 31, 2023 and January 1, 2024 ............ 341,831 716,085 17,774 313,160 84,979 – 1,473,829
Depreciation provided for the year .................... 46,901 100,315 3,536 58,831 29,844 – 239,427
Impairment provided for the year ..................... – 5,223 – 5 – – 5,228
Eliminated on disposals ............................ (70) (21,068) (725) (10,081) – – (31,944)
At December 31, 2024 and January 1, 2025 ............ 388,662 800,555 20,585 361,915 114,823 – 1,686,540
Depreciation provided for the period .................. 35,469 89,318 1,752 42,872 32,653 – 202,064
Impairment provided for the period ................... – 7 5 – 3 5 – – 1 1 0
Eliminated on disposals ............................ (22) (10,676) (4,810) (575) (870) – (16,953)
Exchange adjustments ............................. – (117) (1) (14) – – (132)
At September 30, 2025 ............................. 424,109 879,155 17,526 404,233 146,606 – 1,871,629
CARRYING AMOUNT
At December 31, 2022 ............................. 1,057,590 605,651 9,107 726,613 67,373 255,481 2,721,815
At December 31, 2023 ............................. 1,058,584 638,124 8,443 691,631 90,338 350,307 2,837,427
At December 31, 2024 ............................. 1,166,889 738,844 8,887 665,779 95,023 379,738 3,055,160
At September 30, 2025 ............................. 1,131,339 1,107,903 8,093 674,259 104,447 594,259 3,620,300
Property, plant and equipment with an aggregate amounts of RMB368,427,000, RMB354,836,000, RMB409,796,000 and
RMB468,708,000 as at December 31, 2022, 2023 and 2024 and September 30, 2025, respectively are pledged to secure bank borrowings
(note 28) granted to the Group.
–I - 5 2–


--- page 358 ---
APPENDIX I ACCOUNTANTS’ REPORT
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Group is in the process of obtaining the certificates of ownership
in respect of certain buildings of the Group with carrying amounts of RMB170,976,000, RMB215,260,000, RMB6,381,000 and
RMB5,913,000, respectively, from the relevant government authorities.
For the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, the management performed
impairment assessments on property, plant and equipment, right-of-use assets, intangible assets and goodwill of certain subsidiaries which
contains goodwill. The management assessed the recoverable amounts of these assets by assessing the recoverable amounts of the cash-
generating units (“ CGUs”), represented by the respective subsidiaries, to which they belong with reference to the value-in-use calculations of
the CGUs. The details of the impairment assessments are disclosed in note 17.
In addition to the impairment assessments performed on the CGUs described above, the Group also conducted a review of the Group’s
production assets and identified certain assets owned by certain subsidiaries were idle and/or obsolete and that it was expected that these
assets would not generate future benefit to the Group. Accordingly, impairment loss of RMB1,652,000, RMB83,000, RMB5,228,000 and
RMB110,000 had been recognized for the years ended December 2022, 2023 and 2024 and the nine months ended September 30, 2025,
respectively.
The Company
Buildings
Plant and
machinery
Motor
vehicles
Electricity
generation
and related
equipment
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
COST
At January 1, 2022 .................................... 322,225 278,370 6,860 31,212 21,428 50,458 710,553
Additions ........................................... – 23,827 606 1,367 507 34,200 60,507
Transfers from construction in progress ................... 20,813 10,814 – – 4,654 (36,281) –
Disposals ........................................... – ( 6,181) – (2,653) – – (8,834)
At December 31, 2022 and January 1, 2023 ................ 343,038 306,830 7,466 29,926 26,589 48,377 762,226
Additions ........................................... – 25,091 292 2,301 247 1,377 29,308
Transfers from construction in progress ................... 3,172 9,126 – – 5,477 (17,775) –
Disposals ........................................... – ( 13,068) (1,978) (7,596) – – (22,642)
At December 31, 2023 and January 1, 2024 ................ 346,210 327,979 5,780 24,631 32,313 31,979 768,892
Additions ........................................... 1,600 10,915 364 4,246 – 14,677 31,802
Transfers from construction in progress ................... 6,989 13,240 – – 1,451 (21,680) –
Disposals ........................................... (2,853) (160,566) (408) (4,255) – – (168,082)
At December 31, 2024 and January 1, 2025 ................ 351,946 191,568 5,736 24,622 33,764 24,976 632,612
Additions ........................................... – 8,659 521 2,310 – 47,868 59,358
Transfers from construction in progress ................... 2 0 6 1,382 – – 7,098 (8,686) –
Disposals ........................................... – ( 11,225) (634) (197) – – (12,056)
At September 30, 2025 ................................. 352,152 190,384 5,623 26,735 40,862 64,158 679,914
ACCUMULATED DEPRECIATION AND IMPAIRMENT
LOSSES
At January 1, 2022 .................................... 76,338 165,449 3,527 22,924 15,930 – 284,168
Depreciation provided for the year ....................... 7,883 17,582 797 2,449 3,953 – 32,664
Eliminated on disposals ................................ – ( 4,342) – (2,380) – – (6,722)
At December 31, 2022 and January 1, 2023 ................ 84,221 178,689 4,324 22,993 19,883 – 310,110
Depreciation provided for the year ....................... 7,956 19,164 875 2,030 3,479 – 33,504
Eliminated on disposals ................................ – ( 10,854) (1,780) (6,919) – – (19,553)
At December 31, 2023 and January 1, 2024 ................ 92,177 186,999 3,419 18,104 23,362 – 324,061
Depreciation provided for the year ....................... 8,044 18,230 890 1,510 2,636 – 31,310
Eliminated on disposals ................................ (70) (90,709) (352) (3,530) – – (94,661)
At December 31, 2024 and January 1, 2025 ................ 100,151 114,520 3,957 16,084 25,998 – 260,710
Depreciation provided for the period ...................... 6,147 9,021 468 1,153 1,659 – 18,448
Eliminated on disposals ................................ – ( 1,587) (570) (143) – – (2,300)
At September 30, 2025 ................................. 106,298 121,954 3,855 17,094 27,657 – 276,858
CARRYING AMOUNT
At December 31, 2022 ................................. 258,817 128,141 3,142 6,933 6,706 48,377 452,116
At December 31, 2023 ................................. 254,033 140,980 2,361 6,527 8,951 31,979 444,831
At December 31, 2024 ................................. 251,795 77,048 1,779 8,538 7,766 24,976 371,902
At September 30, 2025 ................................. 245,854 68,430 1,768 9,641 13,205 64,158 403,056
–I - 5 3–


--- page 359 ---
APPENDIX I ACCOUNTANTS’ REPORT
Property, plant and equipment with an aggregate amounts of RMB186,146,000, RMB180,635,000, RMB121,743,000 and
RMB125,916,000 as at December 31, 2022, 2023 and 2024 and September 30, 2025, respectively are pledged to secure bank borrowings
(note 28) granted to the Company.
16. RIGHT-OF-USE ASSETS
The Group
Land
use rights
Leased
properties Total
RMB’000 RMB’000 RMB’000
CARRYING AMOUNT
At January 1, 2022 ................................................................... 165,736 34,700 200,436
Additions ........................................................................... 106,924 39,804 146,728
Early termination of lease .............................................................. – ( 3 , 696) (3,696)
Disposals ........................................................................... (2,677) (696) (3,373)
Depreciation charge .................................................................. (4,551) (18,057) (22,608)
Exchange re-alignment ................................................................ – 4 5 0 4 5 0
At December 31, 2022 and January 1, 2023 ................................................ 265,432 52,505 317,937
Additions ........................................................................... – 2 2 2 2
Early termination of lease .............................................................. – (622) (622)
Depreciation charge .................................................................. (5,644) (15,974) (21,618)
Exchange re-alignment ................................................................ – 1 3 1 1 3 1
At December 31, 2023 and January 1, 2024 ................................................ 259,788 36,062 295,850
Additions ........................................................................... 9,785 162,996 172,781
Lease modification ................................................................... – 53,547 53,547
Depreciation charge .................................................................. (6,172) (28,406) (34,578)
Exchange re-alignment ................................................................ – 2 2 2 2
At December 31, 2024 and January 1, 2025 ................................................ 263,401 224,221 487,622
Additions ........................................................................... 249,080 11,050 260,130
Acquisition of a subsidiary (note 43(b)) ................................................... 4,291 – 4,291
Lease modification ................................................................... – 8 5 4 8 5 4
Depreciation charge .................................................................. (6,647) (30,393) (37,040)
Exchange re-alignment ................................................................ – (539) (539)
At September 30, 2025 ................................................................ 510,125 205,193 715,318
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Expense relating to short-term leases ................................... 10,507 11,187 18,074 12,769 19,654
Total cash outflow for leases ......................................... 136,580 29,412 62,310 44,608 296,248
During the Track Record Period, the Group leases various offices, warehouses and factories for its operations. Lease contracts are
entered into fixed term of 13 months to 13 years, 2 years to 13 years, 2 years to 10 years and 16 months to 10 years for the years ended
December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively. Lease terms are negotiated on an individual
basis and contain a wide range of different terms and conditions. In determining the lease term and assessing the length of the non-cancellable
period, the Group applies the definition of a contract and determines the period for which the contract is enforceable.
Certain land use rights with an aggregate amounts of RMB53,162,000, RMB51,850,000, RMB54,615,000 and RMB96,547,000 as at
December 31, 2022, 2023 and 2024 and September 30, 2025, respectively are pledged to secure bank borrowings (note 28) granted to the
Group.
Details of impairment assessment are disclosed in note 17.
–I - 5 4–


--- page 360 ---
APPENDIX I ACCOUNTANTS’ REPORT
The Company
Land
use rights
RMB’000
CARRYING AMOUNT
At January 1, 2022 ...................................................................................... 23,573
Depreciation charge ..................................................................................... (642)
At December 31, 2022 and January 1, 2023 .................................................................. 22,931
Depreciation charge ..................................................................................... (641)
At December 31, 2023 and January 1, 2024 .................................................................. 22,290
Depreciation charge ..................................................................................... (641)
At December 31, 2024 and January 1, 2025 .................................................................. 21,649
Depreciation charge ..................................................................................... (481)
At September 30, 2025 .................................................................................. 21,168
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Expense relating to short-term leases ................................... 1,634 1,544 870 853 616
Total cash outflow for leases ......................................... 1,634 1,544 870 853 616
Certain land use rights with an aggregate amounts of RMB22,931,000, RMB22,290,000 and RMB17,082,000 as at December 31, 2022,
2023 and the nine months ended September 30, 2025 respectively are pledged to secure bank borrowings (note 28) granted to the Company.
During the year ended December 31, 2024, the land use rights pledged were released upon the repayment of the relevant bank borrowings.
17. GOODWILL
The Group
RMB’000
COST
At January 1, 2022, December 31, 2022, January 1, 2023, December 31, 2023, January 1, 2024, December 31, 2024,
January 1, 2025 and September 30, 2025 .................................................................. 807,960
IMPAIRMENT
At January 1, 2022, December 31, 2022 and January 1, 2023 .................................................... 47,988
Impairment loss recognized for the year ..................................................................... 28,665
At December 31, 2023 and January 1, 2024 .................................................................. 76,653
Impairment loss recognized for the year ..................................................................... 36,479
At December 31, 2024, January 1, 2025 and September 30, 2025 ................................................. 113,132
CARRYING AMOUNT
At December 31, 2022 .................................................................................. 759,972
At December 31, 2023 .................................................................................. 731,307
At December 31, 2024 .................................................................................. 694,828
At September 30, 2025 .................................................................................. 694,828
For the purpose of impairment testing, the carrying amount of goodwill (net of accumulated impairment losses) is allocated to the
Group’s cash-generating units (“ CGUs”) as follows:
At December 31,
At
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Shenzhen Orbit Systems Inc. (“ Shenzhen Orbit CGU” ).......................... 65,144 36,479 – –
CYG Electronics (Group) (“CYG Electronics CGU”) ........................... 694,828 694,828 694,828 694,828
759,972 731,307 694,828 694,828
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APPENDIX I ACCOUNTANTS’ REPORT
In addition to goodwill above, property, plant and equipment, intangible assets and right-of-use assets (including allocation of corporate
assets) that generate cash flows together with the related goodwill are also included in the respective CGUs for the purposes of impairment
assessment.
The recoverable amounts of the CGUs are determined based on value-in-use calculations based on cash flow forecasts derived from the
estimated future cash flows covering a 5-year period and with the beyond budgeted period using zero growth rate approved by the directors of
the Company.
The key assumptions used in the estimation of value in use are as below:
At December 31,
At
September 30,
2022 2023 2024 2025
Shenzhen Orbit CGU
Revenue (average growth rate) .................................................... 16.36% 9.33% 3.00% N/A
Pre-tax discount rate ............................................................ 14.87% 13.25% 13.00% N/A
CYG Electronics CGU
Revenue (average growth rate) .................................................... 3.63% 3.53% 3.56% 2.58%
Pre-tax discount rate ............................................................ 12.70% 12.90% 12.80% 12.76%
The directors of the Company have determined the values assigned to each of the key assumptions as follows:
- Average revenue growth rate over the five-year forecast period is based on past performance and management’s expectation of
market development; and
- Pre-tax discount rate that reflects current market assessments of the time value of money and the risk specific to the CGUs.
Impact of possible changes in key assumptions
The recoverable amount of Shenzhen Orbit CGU was estimated to e xceed its carrying amount as at December 31, 2022 by approximately
RMB3,793,000. The recoverable amount of Shenzhen Orbit CGU was estimated to be lower than its carrying amount as at December 31, 2023
and 2024 and impairment of goodwill of RMB28,665,000 and RMB36,479,000 were recognized for the years ended December 31, 2023 and
2024 respectively. No other impairment of assets of Shenzhen Orbit CGU is considered necessary.
The recoverable amount of CYG Electronics CGU is estimated to exceed its carrying amount at December 31, 2022, 2023 and 2024 and
September 30, 2025 by approximately RMB116,018,000, RMB317,513,000, RMB526,004,000 and RMB1,148,655,000 respectively.
Management have undertaken sensitivity analysis on the impairment test of goodwill. The recoverable amount of each CGU would equal
its carrying amount (net of impairment loss) if each key assumption was to change as follows with all other variables held constant:
At December 31,
At
September 30,
2022 2023 2024 2025
Shenzhen Orbit CGU
Revenue (average growth rate) ................................................. 16.22% Note (i) N/A N/A
Pre-tax discount rate ......................................................... 15.49% Note (ii) N/A N/A
CYG Electronics CGU
Revenue (average growth rate) ................................................. 3.47% 3.13% 2.98% 1.90%
Pre-tax discount rate ......................................................... 13.45% 14.92% 15.98% 17.84%
Notes:
(i) As at December 31, 2023, if the revenue average growth rate was changed to 8.33%, while other parameters remain constant, the
recoverable amount of Shenzhen Orbit CGU would be reduced to RMB28,999,000 and a further impairment of goodwill of
RMB21,691,000 would be recognized.
(ii) As at December 31, 2023, if the discount rate was changed to 14.25%, while other parameters remain constant, the recoverable
amount of Shenzhen Orbit CGU would be reduced to RMB58,921,000 and a further impairment of goodwill of RMB3,737,000
would be recognized.
(iii) Apart from the considerations described in determining the value-in-use of the CGUs above, the management of the Group believe
that no reasonably possible change in any of the above key assump tions would cause the CGU’s recoverable amount to fall below its
carrying amount.
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APPENDIX I ACCOUNTANTS’ REPORT
18. INTANGIBLE ASSETS
The Group
Trademark Patent Others Total
RMB’000 RMB’000 RMB’000 RMB’000
COST
At January 1, 2022 .......................................................... 20,705 288,129 7,758 316,592
Additions ................................................................. 1,664 5,616 – 7,280
Disposals ................................................................. (201) – – (201)
At December 31, 2022 and January 1, 2023 ...................................... 22,168 293,745 7,758 323,671
Additions ................................................................. 6,770 16,837 92 23,699
At December 31, 2023 and January 1, 2024 ...................................... 28,938 310,582 7,850 347,370
Additions ................................................................. 2,498 – – 2,498
Disposals ................................................................. (108) – – (108)
At December 31, 2024 and January 1, 2025 ...................................... 31,328 310,582 7,850 349,760
Additions ................................................................. 1,579 3 – 1,582
Disposals ................................................................. (92) – – (92)
At September 30, 2025 ...................................................... 32,815 310,585 7,850 351,250
ACCUMULATED AMORTIZATION AND IMPAIRMENT
At January 1, 2022 .......................................................... 19,097 256,227 6,963 282,287
Charge for the year ......................................................... 2,073 21,573 215 23,861
Eliminated on disposals ...................................................... (201) – – (201)
At December 31, 2022 and January 1, 2023 ...................................... 20,969 277,800 7,178 305,947
Charge for the year ......................................................... 2,879 2,410 70 5,359
At December 31, 2023 and January 1, 2024 ...................................... 23,848 280,210 7,248 311,306
Charge for the year ......................................................... 1,670 10,966 52 12,688
Eliminated on disposals ...................................................... (108) – – (108)
At December 31, 2024 and January 1, 2025 ...................................... 25,410 291,176 7,300 323,886
Charge for the period ........................................................ 2,364 3,596 37 5,997
Eliminated on disposals ...................................................... (92) – – (92)
At September 30, 2025 ...................................................... 27,682 294,772 7,337 329,791
CARRYING AMOUNT
At December 31, 2022 ....................................................... 1,199 15,945 580 17,724
At December 31, 2023 ....................................................... 5,090 30,372 602 36,064
At December 31, 2024 ....................................................... 5,918 19,406 550 25,874
At September 30, 2025 ...................................................... 5,133 15,813 513 21,459
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APPENDIX I ACCOUNTANTS’ REPORT
The Company
Trademark Patent Others Total
RMB’000 RMB’000 RMB’000 RMB’000
COST
At January 1, 2022 .......................................................... 13,394 138,267 439 152,100
Additions ................................................................. 9 5 3 5,616 – 6,569
Disposals ................................................................. (61) – – (61)
At December 31, 2022 and January 1, 2023 ...................................... 14,286 143,883 439 158,608
Additions ................................................................. 3,887 16,837 – 20,724
At December 31, 2023 and January 1, 2024 ...................................... 18,173 160,720 439 179,332
Additions ................................................................. 1,760 – – 1,760
Disposals ................................................................. (308) – – (308)
At December 31, 2024 and January 1, 2025 ...................................... 19,625 160,720 439 180,784
Additions ................................................................. 3 8 3 – – 3 8 3
At September 30, 2025 ...................................................... 20,008 160,720 439 181,167
ACCUMULATED AMORTIZATION
At January 1, 2022 .......................................................... 10,084 129,512 390 139,986
Charge for the year ......................................................... 1,559 2,978 28 4,565
Eliminated on disposals ...................................................... (61) – – (61)
At December 31, 2022 and January 1, 2023 ...................................... 11,582 132,490 418 144,490
Charge for the year ......................................................... 1,787 2,309 20 4,116
At December 31, 2023 and January 1, 2024 ...................................... 13,369 134,799 438 148,606
Charge for the year ......................................................... 1 3 8 10,966 1 11,105
Eliminated on disposals ...................................................... (161) – – (161)
At December 31, 2024 and January 1, 2025 ...................................... 13,346 145,765 439 159,550
Charge for the period ........................................................ 1,004 3,596 – 4,600
At September 30, 2025 ...................................................... 14,350 149,361 439 164,150
CARRYING AMOUNT
At December 31, 2022 ....................................................... 2,704 11,393 21 14,118
At December 31, 2023 ....................................................... 4,804 25,921 1 30,726
At December 31, 2024 ....................................................... 6,279 14,955 – 21,234
At September 30, 2025 ...................................................... 5,658 11,359 – 17,017
Details of impairment assessment are disclosed in note 17.
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APPENDIX I ACCOUNTANTS’ REPORT
19. INVESTMENT PROPERTIES
The Group
Properties
located in
PRC
RMB’000
COST
At January 1, 2022, December 31, 2022 and January 1, 2023 .................................................... 20,762
Transferred from properties, plant and equipment (note 15) ..................................................... 7,335
At December 31, 2023, January 1, 2024, December 31, 2024, January 1, 2025 and September 30, 2025 .................. 28,097
ACCUMULATED DEPRECIATION AND IMPAIRMENT
At January 1, 2022 ..................................................................................... 5,176
Depreciation provided for the year ......................................................................... 1,244
At December 31, 2022 and January 1, 2023 .................................................................. 6,420
Depreciation provided for the year ......................................................................... 1,234
Transferred from properties, plant and equipment (note 15) ..................................................... 4,743
At December 31, 2023 and January 1, 2024 .................................................................. 12,397
Depreciation provided for the year ......................................................................... 1,379
At December 31, 2024 and January 1, 2025 .................................................................. 13,776
Depreciation provided for the period ....................................................................... 1,070
At September 30, 2025 .................................................................................. 14,846
CARRYING AMOUNT
At December 31, 2022 .................................................................................. 14,342
At December 31, 2023 .................................................................................. 15,700
At December 31, 2024 .................................................................................. 14,321
At September 30, 2025 .................................................................................. 13,251
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the cost of investment properties is depreciated over their estimated
useful lives at an estimated rate of 4.85%, 4.24%, 4.24%, and 4.24% respectively.
Independent valuation of the Group’s investment properties were performed by independent third party valuers to determine the fair
value of the investment properties as at December 31, 2022, 2023 and 2024 and September 30, 2025. The fair value of these investment
properties as at December 31, 2022, 2023 and 2024 and September 30, 2025 as assessed by the valuers by income approach, which were
categorized under level 3 fair value hierarchy were approximately RMB21,500,000, RMB55,600,000, RMB54,400,000 and RMB53,900,000,
respectively. In estimating the fair value of the investment properties, the highest and best use of the properties is their current use.
The above investment properties are depreciated on a straight-line basis on the following bases:
Properties Over the term of the lease of investment properties
20. INTERESTS IN SUBSIDIARIES
The Company
(a) Interests in subsidiaries
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Unlisted shares, at cost ............................................ 2,997,615 3,145,962 3,196,160 3,807,232
The Company tested its investments in subsidiaries for impairment by comparing the recoverable amounts with the carrying
amounts. In determining the recoverable amount of the investments in the subsidiaries, the Company estimates its shares of present
value of estimated future cash flows expected to generate from the operations of the subsidiaries. The Company tested its
investments in subsidiaries for impairment annually or more frequently if events or changes in circumstances indicated that they
might be impaired. During the Track Record Period, the estimated recoverable amounts of the investments in subsidiaries were
greater than the carrying values and therefore no impairment was recognized.
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APPENDIX I ACCOUNTANTS’ REPORT
(b) Amounts due from subsidiaries
As at December 31, 2022, 2023 and 2024 and September 30, 2025, amounts due from subsidiaries of approximately
RMB142,748,000, RMB62,237,000, RMB88,688,000 and RMB111,000,000, respectively carrying the fixed interest rate range
from 3.50% to 3.65%, 3.50%, 3.00% and 2.50% per annum, respectively. The remaining balances of amounts due from subsidiaries
are interest-free and repayment on demand.
(c) Amounts due to subsidiaries
As at December 31, 2022, 2023 and 2024 and September 30, 2025, amounts due to subsidiaries of approximately RMB446,400,000,
RMB632,800,000, RMB233,830,000 and RMB207,000,000, respectively carrying the fixed interest rate range from 3.08% to
4.50%, 3.08% to 3.75%, 1.50% to 3.00% and 2.50% per annum, respectively. The remaining balances of amounts due to
subsidiaries are interest-free and repayment on demand.
21. INTERESTS IN ASSOCIATES
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cost of unlisted investment ................................................. 116,091 114,131 108,907 103,057
Share of post-acquisition loss and other comprehensive expense, net of dividends
received .............................................................. (67,667) (59,667) (51,534) (51,826)
48,424 54,464 57,373 51,231
Details of the Group’s major associates at December 31, 2022, 2023 and 2024 and September 30, 2025 are as follows:
Name
Place of
establishment
and operation
Equity/beneficial interest held by the Group as at
Principal activities Note
December 31,
2022
December 31,
2023
December 31,
2024
September 30,
2025
At date of
this report
%%% % %
Shanghai Shi Long Hi-Tech Co., Ltd.
(“Shanghai Shi Long”)
PRC 44.37% 44.37% 44.37% 44.37% 44.37% Production and sales of
battery separators
and functional
plastics
n/a
Shenzhen Heqiwor Investment
Enterprise (Limited Partnership)
(“Heqiwor”)
PRC 48.51% 48.51% 48.51% 48.51% 48.51% Engaged in venture
capital business
(a)
Shenzhen Fujiawor Technology
Enterprise (Limited Partnership)
(“Fujiawor”)
PRC 48.51% 48.51% 48.51% 48.51% 48.51% Engaged in venture
capital business
(b)
Guizhou Huier PRC N/A N/A 39.00% N/A N/A Research and
development,
production and sales
of flame retardants
(c)
Notes:
(a) During the year ended December 31, 2023, Hequiwor passed a member’s resolution to reduce the paid-up capital from RMB151,500,000
to RMB147,500,000. Accordingly, RMB1,960,000 was refund to the Group.
(b) During the year ended December 31, 2024, Fujiawor passed a member’s resolution to reduce the paid-up capital from RMB37,128,000 to
RMB14,528,000. Accordingly, RMB11,074,000 was refund to the Group.
(c) During the year ended December 31, 2024, WOER HEAT-SHRINKABLE, a wholly owned subsidiary of the Company entered into an
agreement with other two independent third parties, which WOER HEAT-SHRINKABLE contributed cash of RMB5,850,000 into
Guizhou Huier and acquired 39.00% of equity interest in Guizhou Huier. In May 2025, WOER HEAT-SHRINKABLE contributed
RMB1,000,000 capital into Guizhou Huier. In June 2025, WOER HEAT-SHRINKABLE entered into a sale and purchase agreement
with a shareholder of the associate to acquire 21.51% of equity interest in Guizhor Huier at a consideration of RMB3,000,000. Upon the
completion of the transaction, Guizhor Huier became a non-wholly owned subsidiary of the Group. Details are set in note 43(b).
Summarized financial information of a material associate
Summarized financial information in respect of the Group’s material associate is set out below. The summarized financial information
below represents amounts shown in the associate’s financial statements prepared in accordance with IFRS Accounting Standards.
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APPENDIX I ACCOUNTANTS’ REPORT
The associates are accounted for using the equity method in the Historical Financial Information.
Shanghai Shi Long
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets ............................................................ 68,903 70,355 80,837 83,358
Non-current assets ......................................................... 25,132 24,546 22,220 20,786
Current liabilities .......................................................... (7,483) (5,463) (5,649) (7,864)
Non-current liabilities ...................................................... (1,885) (127) (49) (47)
Net assets ................................................................ 84,667 89,311 97,359 96,233
Year ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Revenue ................................................................. 35,207 38,537 42,813 37,403
Profit and total comprehensive income for the year/period ......................... 9,954 8,875 11,820 8,922
Dividends received from the associate during the year/period ....................... 2,361 1,877 1,674 4,457
Reconciliation of the above summarized financial information to the carrying amount of the interest in the associate recognized in the
Historical Financial Information:
As at December 31, As at September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Net assets ............................................................ 84,667 89,311 97,359 96,233
Proportion of the Group’s ownership interest ................................ 44.37% 44.37% 44.37% 44.37%
The Group’s share of net assets .......................................... 37,567 39,627 43,198 42,699
Aggregate information of associates that are not individually material
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
The Group’s share of profit and total comprehensive income ....................... 1,643 5,939 4,562 205
Aggregate carrying amount of the Group’s interests in these associates ............... 10,857 14,837 14,175 8,532
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cost of interest in associates ................................................ 116,091 114,131 103,057 103,057
Share of post-acquisition loss and other comprehensive expense, net of dividends
received .............................................................. (67,667) (59,667) (51,442) (51,826)
48,424 54,464 51,615 51,231
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APPENDIX I ACCOUNTANTS’ REPORT
22. Equity instruments at FVTOCI/ Financial assets at FVTPL
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-current assets
Equity instruments at FVTOCI (note a)
Listed equity investments, at fair value (note b) ............................... 141,122 158,789 145,964 107,626
Equity investments listed in NEEQ, at fair value (note c) ....................... – 7,557 9,879 –
Unlisted equity investments, at fair value .................................... 20,000 20,000 20,000 17,780
161,122 186,346 175,843 125,406
Current assets
Financial assets at FVTPL
Wealth management products (note d) ...................................... – 60,245 145,169 120,000
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Non-current assets
Equity instruments at FVTOCI (note a)
Listed equity investments, at fair value (note b) ............................... 141,122 158,789 145,964 107,626
Unlisted equity investments, at fair value .................................... 20,000 20,000 20,000 17,780
161,122 178,789 165,964 125,406
Notes:
(a) The directors of the Company have elected to designate these investments in equity instruments as at FVTOCI as they believe that
recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s
strategy of holding these investments for long-term purposes and realizing their performance potential in the long run.
(b) As at December 31, 2022, 2023 and 2024 and September 30, 2025, the fair values of the listed shares in the PRC were determined
based on the quoted bid price available on the Shenzhen Stock Exchange or Shanghai Stock Exchange.
(c) During the nine months ended September 30, 2025, the Group disposed of the equity investments listed in NEEQ, at a consideration
of RMB15,286,000. A cumulative gain on disposal of RMB3,387,000 has been transferred to retained profits.
(d) The wealth management product was issued by banks in the PRC and were low-risk in nature. The wealth management products are
structured fixed deposits with financial institutions with maturities within one year. The principal of the structured fixed deposits
will be invested in debt instruments or derivative markets. The Group received variable return depending on the return of the
derivative. The returns of these investments were determined by reference to the performance of the expected return rates stated in
the contracts.
23. INVENTORIES
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials and consumables ............................................. 244,221 238,081 292,617 466,146
Work in progress ......................................................... 23,673 22,889 27,532 35,934
Finished goods ........................................................... 433,357 449,307 545,158 636,975
701,251 710,277 865,307 1,139,055
The written-down of inventories of approximately RMB13,766,000, RMB17,514,000, RMB25,378,000 and RMB28,948,000 are
recognized for the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively.
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APPENDIX I ACCOUNTANTS’ REPORT
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Raw materials and consumables ............................................. 42,163 35,008 38,985 62,160
Work in progress ......................................................... 11,726 10,437 8,420 10,154
Finished goods ........................................................... 103,656 90,128 41,710 51,042
157,545 135,573 89,115 123,356
The written-down of inventories of approximately RMB1,339,000, RMB3,511,000, RMB2,336,000 and RMB3,888,000 are recognized
for the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively.
24. CONTRACT ASSETS
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract assets arising from:
Sales of electronics & electricity products ...................................... 16,658 4,685 18,615 17,693
Sales of new energy products ................................................ – 9 0 0 – 1,670
MOM and MES software development, sales and implementation services ............ 16,987 21,357 25,734 28,901
33,645 26,942 44,349 48,264
Less: allowance for credit losses .............................................. (6,701) (2,590) (4,128) (6,731)
26,944 24,352 40,221 41,533
Analysis for reporting purposes:
Non-current portion ...................................................... 8,216 4,189 8,016 5,282
Current portion ......................................................... 18,728 20,163 32,205 36,251
26,944 24,352 40,221 41,533
As the amounts of retentions held by customers for contract works included in contract assets were approximately as follows:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Amounts of retentions in contract assets ........................................ 11,134 5,306 17,684 16,654
The significant increase in contract assets as at December 31, 2024 is the result of increase in sales of electronics & electricity products at
the end of the year.
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contract assets arising from:
Sales of electronics & electricity products ...................................... 16,658 4,685 18,615 17,692
Less: allowance for credit losses .............................................. (5,524) (235) (931) (2,256)
11,134 4,450 17,684 15,436
Analysis for reporting purposes:
Non-current portion ...................................................... 8,216 4,189 8,016 5,081
Current portion ......................................................... 2,918 261 9,668 10,355
11,134 4,450 17,684 15,436
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APPENDIX I ACCOUNTANTS’ REPORT
As the amounts of retentions held by customers for contract works included in contract assets were approximately as follows:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Amounts of retentions in contract assets ........................................ 11,134 4,450 17,684 15,436
As at January 1, 2022, contract assets of the Group and the Company amounted to RMB12,380,000 and nil, respectively.
Contract assets included retention receivables of the Group and the Company that are consideration withheld by customers which are
unsecured, interest-free and recoverable after the completion of defect liability period of the relevant contracts, usually being 1 to 2 years from
the date of acceptance of the control of goods transferred to the customers.
Contract assets arising from the MOM and MES software development, sales and implementation services as the receipt of consideration
is conditional on successful progress of completion of provision of the services. Upon the progress of completion of provision of the services
and acceptance by the customer, the amounts recognized as contract assets are reclassified to trade receivables.
Details of impairment assessment of contract assets of the Group and the Company are set out in note 37(b).
25. TRADE AND OTHER RECEIVABLES
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables .................................................... 1,904,347 2,300,451 2,652,617 2,926,705
Bills receivables ..................................................... 537,350 549,187 701,546 746,894
Other receivables (note) ............................................... 294,835 265,963 399,824 542,296
2,736,532 3,115,601 3,753,987 4,215,895
Less: allowance for expected credit losses ................................. (132,704) (149,140) (175,319) (181,614)
2,603,828 2,966,461 3,578,668 4,034,281
Analysis for reporting purposes:
Non-current portion ................................................ 62,480 45,716 113,318 243,242
Current portion .................................................... 2,541,348 2,920,745 3,465,350 3,791,039
2,603,828 2,966,461 3,578,668 4,034,281
Note: As at December 31, 2022, 2023 and 2024 and September 30, 2025, other receivables mainly included VAT recoverable amounted
to RMB84,729,000, RMB109,683,000, RMB142,009,000 and RMB137,612,000, respectively and prepayment for purchase of
property, plant and equipment amounted to RMB39,573,000, RMB35,384,000, RMB104,627,000 and RMB233,533,000,
respectively. As at September 30, 2025, the deferred issue costs and prepaid listing expenses amounted to RMB13,606,000.
As at January 1, 2022, trade receivables from contracts with customers amounted to RMB1,740,753,000.
The Group’s trading terms with its customers are mainly on credit. The credit period is mainly within three months. The Group seeks to
maintain strict control over its outstanding receivables to minimize credit risk. Overdue balances are reviewed regularly by senior
management. The Group does not hold any collateral or other credit enhancements over its trade receivable balances. The balances of trade
receivables are non-interest-bearing.
The following is an aged analysis of trade receivables net of allowance for expected credit losses presented based on revenue recognition
date.
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 90 days ...................................................... 1,173,661 1,449,662 1,683,335 1,924,852
90 to 180 days ....................................................... 317,606 308,621 300,948 520,598
180 to 270 days ...................................................... 68,779 89,921 88,908 103,426
270 days to 1 year .................................................... 110,403 168,923 212,088 62,069
1 year to 2 years ..................................................... 105,712 121,374 153,021 114,997
2 years to 3 years .................................................... 6,390 21,463 51,445 29,859
1,782,551 2,159,964 2,489,745 2,755,801
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APPENDIX I ACCOUNTANTS’ REPORT
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Group continued to recognize the full carrying amounts of bills
receivables endorsed to certain of its suppliers in order to settle the trade payables due to such suppliers amounting to RMB224,682,000,
RMB226,393,000, RMB277,516,000 and RMB327,426,000, respectively and carrying amounts of bills receivables discounted to certain
banks amounting to RMB93,143,000, RMB106,077,000, RMB110,936,000 and RMB92,000,000, respectively since the Group has not
transferred the significant risks and rewards relating to these receivables. The relevant payables are accounted for as “endorsed bills payables”
under “bank and other borrowings”. All bills received by the Group are with a maturity period of less than one year.
Other than bills discounted and endorsed as disclosed in note 37, carrying amount of trade and other receivables amounted to
RMB85,173,000, RMB387,812,000, RMB349,196,000 and RMB361,584,000 have been pledged as security for the Group’s bank borrowings
as at December 31, 2022, 2023 and 2024 and September 30, 2025, respectively.
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables ......................................................... 641,010 763,510 704,953 697,910
Bills receivables .......................................................... 145,835 110,967 147,418 119,456
Other receivables ......................................................... 141,495 63,114 59,862 127,113
928,340 937,591 912,233 944,479
Less: allowance for expected credit losses ..................................... (53,184) (61,198) (62,417) (95,101)
875,156 876,393 849,816 849,378
Analysis for reporting purposes:
Non-current portion ..................................................... 48,740 28,624 14,513 20,032
Current portion ........................................................ 826,416 847,769 835,303 829,346
875,156 876,393 849,816 849,378
The Company’s trading terms with its customers are mainly on credit. The credit period is generally from one month to three months.
The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue balances are reviewed
regularly by senior management. The Company does not hold any collateral or other credit enhancements over its trade receivable balances.
The balances of trade receivables are non-interest-bearing.
The following is an aged analysis of trade receivables net of allowance for expected credit losses presented based on revenue recognition
date.
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 90 days ........................................................... 319,532 375,900 327,995 370,079
90 to 180 days ........................................................... 99,067 110,424 97,506 152,532
180 to 270 days .......................................................... 40,957 55,929 49,266 41,462
270 days to 1 year ........................................................ 86,196 108,084 95,084 36,899
1 year to 2 years .......................................................... 43,122 52,280 70,569 40,294
2 years to 3 years ......................................................... 4,466 3,315 5,070 4,404
593,340 705,932 645,490 645,670
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Company continued to recognize the full carrying amounts of
bills receivables endorsed to certain of its suppliers in order to settle the trade payables due to such suppliers amounting to RMB99,276,000,
RMB105,033,000, RMB63,074,000 and RMB75,189,000, respectively since the Company has not transferred the significant risks and
rewards relating to these receivables. The relevant payables are accounted for as “endorsed bills” under “bank and other borrowings”. All bills
received by the Company are with a maturity period of less than one year.
Other than bills discounted and endorsed as disclosed in note 37, carrying amount of trade and other receivables amounted to
RMB11,526,000, RMB54,431,000, RMB79,069,000 and RMB75,188,000 have been pledged as security for the Company borrowings as at
December 31, 2022, 2023 and 2024 and September 30, 2025, respectively.
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APPENDIX I ACCOUNTANTS’ REPORT
26. BANK BALANCES AND CASH, RESTRICTED AND PLEDGED BANK DEPOSITS
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Bank balances and cash
Cash and cash at banks included in cash and cash equivalents in the consolidated
statements of cash flows .............................................. 799,820 879,070 877,485 931,647
Fixed time deposit ..................................................... – – 10,025 –
Non-pledged time deposits with original maturity of more than three months when
acquired ........................................................... – 60,000 80,000 20,000
Bank balances and cash in the consolidated statements of financial position ........ 799,820 939,070 967,510 951,647
Restricted bank deposits ................................................ 2 3 4,154 1,264 1,863
Pledged bank deposits .................................................. 64,721 62,140 59,489 32,989
864,564 1,005,364 1,028,263 986,499
Cash at banks earns interest at floating rates based on daily bank deposit rates.
Non-pledged time deposits with original maturity of more than three months when acquired carry fixed interest rate at 2.8%, 2.5% and
1.7% as at December 31, 2023, and 2024 and September 30, 2025, respectively.
Fixed time deposit with original maturity within three months when acquired carry interest rate at 2.4% as at December 31, 2024.
Restricted bank deposits amounting to RMB23,000, RMB4,154,000, RMB1,264,000 and RMB1,863,000 as at December 31, 2022,
2023, and 2024, respectively, have been frozen by the PRC court pending the outcome of the legal proceedings initiated by the Group’s
creditor relating to certain sales or purchases contracts. Restricted bank deposits carry fixed interest rate at 0.25%, 0.2%, 0.1% and 0.1% as at
December 31, 2022, 2023 and 2024 and September 30, 2025, respectively. During the years ended December 31, 2022, 2023 and 2024 and
the nine months ended September 30, 2025, restricted bank deposits amounting to RMB991,000, nil, RMB4,142,000 and RMB3,000 were
released from restriction, respectively.
Pledged bank deposits represent deposits pledged to banks to secure banking facilities granted to the Group. Pledged bank deposits
amounting to RMB64,721,000, RMB62,140,000, RMB59,489,000 and RMB32,989,000 as at December 31, 2022, 2023 and 2024 and
September 30, 2025, respectively, have been pledged to secure bills payables and bank borrowings and are therefore classified as current
assets. Pledged bank deposits carry fixed interest rate ranged from 0.25% to 2.7%, 0.1% to 2.75%, 0.1% to 1.95% and 0.1% to 2.2% as at
December 31, 2022, 2023 and 2024 and September 30, 2025, respectively.
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Bank balances and cash
Cash at banks ............................................................ 155,918 218,765 169,429 181,814
Non-pledged time deposits with original maturity of more than three months when
acquired .............................................................. – 30,000 – 20,000
Cash and bank balances in the statements of financial position of the Company ........ 155,918 248,765 169,429 201,814
Restricted bank deposits ................................................... 9 2,859 23 23
Pledged bank deposits ..................................................... 33,109 17,354 16,491 23,991
189,036 268,978 185,943 225,828
Cash at banks earns interest at floating rates based on daily bank deposit rates.
Non-pledged time deposits with original maturity of more than three months when acquired carry fixed interest rate at 2.8% as at
December 31, 2023.
Restricted bank deposits amounting to RMB9,000, RMB2,859,000, RMB23,000 and RMB23,000 as at December 31, 2022, 2023 and
2024 and September 30, 2025, respectively, have been frozen by the PRC court pending the outcome of the legal proceedings initiated by the
Company’s creditor relating to certain sales or purchases contracts. Restricted bank deposits carry fixed interest rate at 0.25%, 0.2%, 0.1% and
0.1% as at December 31, 2022, 2023 and 2024 and September 30, 2025, respectively. During the years ended December 31, 2022, 2023 and
2024 and the nine months ended September 30, 2025, restricted bank deposits amounting to nil, nil, RMB2,850,000 and nil were released
from restriction, respectively.
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APPENDIX I ACCOUNTANTS’ REPORT
Pledged bank deposits amounting to RMB33,109,000, RMB17,354,000, RMB16,491,000 and RMB23,991,000 as at December 31, 2022,
2023 and 2024 and September 30, 2025, respectively, have been pledged to secure bills payables and bank borrowings and are therefore
classified as current assets. Pledged bank deposits carry fixed interest rate ranged from 0.25% to 2.7%, 0.2% to 2.75%, 0.1% to 1.95% and
0.1% to 2.2% as at December 31, 2022, 2023 and 2024 and September 30, 2025, respectively.
The conversion of the RMB denominated balances maintained in the PRC into foreign currencies is subject to the rules and regulations
of foreign exchange control promulgated by the PRC government.
Details of impairment assessment of bank balances and restricted and pledged bank deposits of the Group and the Company are set out in
note 37(b).
27. TRADE AND OTHER PAYABLES
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables ....................................................... 614,332 709,886 975,403 1,050,167
Bills payable ......................................................... 285,912 342,886 369,105 518,416
Other payables (note) .................................................. 424,560 463,270 555,423 753,413
1,324,804 1,516,042 1,899,931 2,321,996
Note: As at December 2022, 2023 and 2024 and September 30, 2025, other payables included staff costs payables amounted to
RMB169,509,000, RMB197,389,000, RMB234,679,000 and RMB252,884,000, respectively and payable for purchase of property,
plant and equipment amounted to RMB82,200,000, RMB138,837,000, RMB168,496,000 and RMB289,490,000, respectively. As
at September 30, 2025, the accrued listing expenses amounted to RMB3,853,000.
The following is an aged analysis of trade payables as at December 31, 2022, 2023 and 2024 and September 30, 2025, presented based
on the invoice date.
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 180 days ...................................................... 533,265 639,938 732,030 1,025,101
180 days to 1 year ..................................................... 63,620 38,361 168,825 11,472
1 year to 2 years ...................................................... 9,051 15,670 61,004 1,558
2 years to 3 years ...................................................... 3,630 9,023 3,182 2,638
Over 3 years ......................................................... 4,766 6,894 10,362 9,398
614,332 709,886 975,403 1,050,167
The trade payables are non-interest-bearing and are normally settled on terms range from 30 days to 90 days.
The bills payable are guaranteed by banks in the PRC and have maturities of 6 months to 1 year.
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables ...................................................... 89,294 89,242 125,684 124,594
Bills payable ........................................................ 50,362 45,616 26,251 70,285
Other payables (note) ................................................. 182,619 169,474 196,270 221,224
322,275 304,332 348,205 416,103
Note: As at December 2022, 2023 and 2024 and September 30, 2025, other payables included staff costs payables amounted to
RMB41,199,000, RMB46,703,000, RMB42,870,000 and RMB46,923,000, respectively.
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APPENDIX I ACCOUNTANTS’ REPORT
The following is an aged analysis of trade payables as at December 31, 2022, 2023 and 2024 and September 30, 2025, presented based
on the invoice date.
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 180 days ..................................................... 65,763 75,526 89,566 120,538
180 days to 1 year .................................................... 17,795 5,519 31,739 934
1 year to 2 years ..................................................... 3,080 3,447 2,291 336
2 years to 3 years .................................................... 9 6 4 2,816 205 1,777
Over 3 years ........................................................ 1,692 1,934 1,883 1,009
89,294 89,242 125,684 124,594
The trade payables are non-interest-bearing and are normally settled on terms range from 30 days to 90 days.
The bills payable are guaranteed by banks in the PRC and have maturities of 6 months to 1 year.
28. BANK AND OTHER BORROWINGS
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Bank borrowings
Secured (note a) ................................................... 735,576 537,131 621,736 804,495
Unsecured ........................................................ 432,269 794,311 614,688 1,047,947
1,167,845 1,331,442 1,236,424 1,852,442
Bank borrowings under supplier finance arrangements ....................... 94,482 18,653 51,049 40,486
Endorsed bills payable ................................................ 317,825 332,470 388,452 419,426
Bond payables (note b) ................................................ 306,794 – – –
1,886,946 1,682,565 1,675,925 2,312,354
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
The carrying amounts of the above bank borrowings are repayable (based on
scheduled repayment dates set out in the loan agreements):
Within one year .................................................. 613,170 708,810 334,951 1,025,804
Within a period of more than one year but not exceeding two years .......... 356,023 196,173 634,813 284,267
Within a period of more than two years but not exceeding five years ......... 131,196 287,907 237,590 482,701
Within a period of more than five years ............................... 67,456 138,552 29,070 59,670
1,167,845 1,331,442 1,236,424 1,852,442
The carrying amounts of the above bank borrowings under supplier finance
arrangements are repayable within one year .......................... 94,482 18,653 51,049 40,486
The carrying amounts of the above endorsed bills payable are repayable within
one year ...................................................... 317,825 332,470 388,452 419,426
The carrying amounts of the above bond payables are repayable within one
year .......................................................... 306,794 – – –
1,886,946 1,682,565 1,675,925 2,312,354
Less: Amounts due within one year shown under current liabilities .......... (1,332,271) (1,059,933) (774,452) (1,485,716)
Amounts shown under non-current liabilities ........................... 554,675 622,632 901,473 826,638
The exposure of the Group’s bank borrowings are as follows:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Fixed-rate borrowings ................................................ 704,166 712,516 417,184 444,635
Variable-rate borrowings ............................................. 463,679 618,926 819,240 1,407,807
1,167,845 1,331,442 1,236,424 1,852,442
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APPENDIX I ACCOUNTANTS’ REPORT
The Group’s variable-rate bank borrowings carry interest at Loan Prime Rate. Interest is reset every six months.
The ranges of effective interest rates (which are also equal to contracted interest rates) on the Group’s bank borrowings are as follows:
As at December 31,
As at
September 30,
2022 2023 2024 2025
Effective interest rate:
Fixed-rate borrowings .................................... 3.65%-4.40% 2.70%-4.40% 2.60%-4.40% 2.35%-2.80%
Variable-rate borrowings ................................. 3.35%-5.94% 3.00%-5.94% 2.60%-3.40% 2.25%-2.90%
Notes:
(a) As at December 31, 2022, 2023 and 2024 and September 30, 2025, these bank borrowings were pledged by certain assets, details
refer to note 41.
(b) On June 22, 2020, the Company issued bonds with principal amount of RMB300,000,000 with coupon rates of 4.58% per annum.
The maturity of the bonds is June 21, 2023. The principal together with interest payables were fully settled on the maturity date.
The Group has entered into certain supplier finance arrangements with banks, under which the Group obtained extended credit in respect
of the invoice amounts owed to certain suppliers of raw materials. Under these arrangements, the banks advanced funds to the Group for the
settlement to suppliers on the original due dates of the invoices. The Group then settles with the banks between 2 to 360 days, 7 to 359 days,
20 to 359 days and 18 to 364 days after loans granted by the banks with interest rates ranging from 3.60% to 4.35%, 3.20% to 4.00%, 2.90%
to 3.75% and 2.60% to 3.50% per annum for the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30,
2025, respectively. These arrangements provide the Group with extended payment terms, compared to the original due dates of the respective
invoices. Therefore, the Group classifies the amounts payable to banks as bank borrowings. The interest rates are consistent with the Group’s
short-term borrowing rates. Information of the Group’s supplier finance arrangements is set out in note 45.
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Bank borrowings
Secured (note a) .................................................... 325,000 242,255 309,985 380,195
Unsecured ......................................................... 418,901 651,833 547,869 1,037,947
743,901 894,088 857,854 1,418,142
Bank borrowings under supplier finance arrangements ........................ 89,543 16,408 51,049 32,512
Endorsed bills payable ................................................. 99,276 105,033 63,074 75,189
Bond payables (note b) ................................................. 306,794 – – –
1,239,514 1,015,529 971,977 1,525,843
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
The carrying amounts of the above bank borrowings are repayable (based on
scheduled repayment dates set out in the loan agreements):
Within one year .................................................... 331,401 512,513 148,614 859,752
Within a period of more than one year but not exceeding two years ............ 337,500 167,350 599,740 221,590
Within a period of more than two years but not exceeding five years ........... 75,000 214,225 109,500 336,800
743,901 894,088 857,854 1,418,142
The carrying amounts of the above bank borrowings under supplier finance
arrangements are repayable within one year 89,543 16,408 51,049 32,512
The carrying amounts of the above endorsed bills payable are repayable within
one year ........................................................ 99,276 105,033 63,074 75,189
The carrying amounts of the above bond payables are repayable within one
year ............................................................ 306,794 – – –
1,239,514 1,015,529 971,977 1,525,843
Less: Amounts due within one year shown under current liabilities ............ (827,014) (633,954) (262,737) (967,453)
Amounts shown under non-current liabilities ............................. 412,500 381,575 709,240 558,390
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APPENDIX I ACCOUNTANTS’ REPORT
The exposure of the Company’s bank borrowings are as follows:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Fixed-rate borrowings ..................................................... 436,401 514,913 148,614 260,672
Variable-rate borrowings ................................................... 307,500 379,175 709,240 1,157,470
743,901 894,088 857,854 1,418,142
The Company’s variable-rate bank borrowings carry interest at Loan Prime Rate. Interest is reset every six months.
The ranges of effective interest rates (which are also equal to contracted interest rates) on the Company’s bank borrowings are as
follows:
As at December 31,
As at
September 30,
2022 2023 2024 2025
Effective interest rate:
Fixed-rate borrowings .................................... 3.65%-4.40% 2.70%-4.40% 2.70%-4.40% 2.35%-2.50%
Variable-rate borrowings ................................. 3.75%-5.94% 3.90%-5.94% 2.60%-3.35% 2.25%-2.80%
Notes:
(a) As at December 31, 2022, 2023 and 2024 and September 30, 2025, these bank loans were pledged by certain assets, details refer to
note 41.
(b) On June 22, 2020, the Company issued bonds with principal amount of RMB300,000,000 with coupon rates of 4.58% per annum.
The maturity of the bonds is June 21, 2023. The principal together with interest payables were fully settled on the maturity date.
The Company has entered into certain supplier finance arrangements with banks, under which the Company obtained extended credit in
respect of the invoice amounts owed to certain suppliers of raw materials. Under these arrangements, the banks advanced funds to the
Company for the settlement to suppliers on the original due dates of the invoices. The Company then settles with the banks between 2 to 360
days, 7 to 359 days, 20 to 359 days and 19 to 364 days after loans granted by the banks with interest rates ranging from 3.60% to 4.35%,
3.20% to 4.00%, 2.90% to 3.75% and 2.60% to 3.50% per annum for the years ended December 31, 2022, 2023 and 2024 and the nine months
ended September 30, 2025 respectively. These arrangements provide the Company with extended payment terms, compared to the original
due dates of the respective invoices. Therefore, the Company classifies the amounts payable to banks as bank borrowings. The interest rates
are consistent with the Company’s short-term borrowing rates. Information of the Company’s supplier finance arrangements is set out in note
45.
29. LEASE LIABILITIES
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Lease liabilities payable:
Within one year .......................................................... 16,372 4,937 32,980 39,710
Within a period of more than one year but not more than two years .................. 5,189 4,158 32,749 40,706
Within a period of more than two years but not more than five years ................. 10,820 11,841 90,148 79,711
Within a period of more than five years ........................................ 21,534 16,339 70,513 58,016
53,915 37,275 226,390 218,143
Less: Amounts for settlement with 12 months shown under current liabilities .......... (16,372) (4,937) (32,980) (39,710)
Amount due for settlement after 12 months shown under non-current liabilities ........ 37,543 32,338 193,410 178,433
The weighted average incremental borrowing rates applied to lease liabilities at 4.5%, 4.5%, 4.1% and 3.8% as at December 31, 2022,
2023 and 2024 and September 30, 2025, respectively.
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APPENDIX I ACCOUNTANTS’ REPORT
30. CONTRACT LIABILITIES
The Group
The Group recognized the following revenue-related contract liabilities:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Sales of electronic material products and electrical cable accessories products .......... 45,107 57,765 47,759 48,800
Sales of telecoms cable products .............................................. 2,417 2,073 2,941 2,526
Sales of NEV power transmission products ..................................... 3,339 4,531 4,837 5,785
Sales of wind power ....................................................... 7,692 7,170 6,649 6,388
Others .................................................................. 12,551 18,745 17,120 20,305
71,106 90,284 79,306 83,804
The Group receives certain amount of the contract values as receipt in advances upon receiving the purchase orders from customers. The
receipt in advance results in contract liabilities being recognized until the customer obtains control of the goods.
As at January 1, 2022, contract liabilities amounted to RMB50,175,000. The contract liabilities amounted of RMB41,287,000,
RMB58,891,000, RMB76,166,000 and RMB67,163,000 as at January 1, 2022, 2023, 2024 and 2025 were recognized as revenue during the
years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively.
As at December 31, 2023, the significant increase in contract liabilities was mainly due to the increase in advances received from
customers. As at December 31, 2024, the significant decrease in contract liabilities was mainly due to the decrease in advances received from
customers.
The Company
The Company recognized the following revenue-related contract liabilities:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Sales of electronic material products .......................................... 35,727 47,568 30,468 23,162
The Company receives certain amount of the contract values as receipt in advances upon receiving the purchase orders from customers.
The receipt in advance results in contract liabilities being recognized until the customer obtains control of the goods.
As at January 1, 2022, contract liabilities amounted to RMB27,784,000. The contract liabilities amounted of RMB20,793,000,
RMB29,586,000, RMB42,365,000 and RMB27,775,000 as at January 1, 2022, 2023, 2024 and 2025 were recognized as revenue during the
years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively.
As at December 31, 2023, the significant increase in contract liabilities was mainly due to the increase in advances received from
customers. As at December 31, 2024, the significant decrease in contract liabilities was mainly due to the decrease in advances received from
customers.
31. DEFERRED INCOME
The Group
RMB’000
At January 1, 2022 ..................................................................................... 77,628
Addition during the year ................................................................................. 15,145
Recognized in consolidated statement of profit or loss .......................................................... (13,717)
At December 31, 2022 and January 1, 2023 ................................................................ 79,056
Addition during the year ................................................................................. 5,110
Recognized in consolidated statement of profit or loss .......................................................... (9,575)
At December 31, 2023 and January 1, 2024 ................................................................ 74,591
Addition during the year ................................................................................. 2,737
Recognized in consolidated statement of profit or loss .......................................................... (8,778)
At December 31, 2024 and January 1, 2025 ................................................................ 68,550
Addition during the period ............................................................................... 3,645
Recognized in consolidated statement of profit or loss .......................................................... (6,149)
Refunded during the period ............................................................................... (3,850)
At September 30, 2025 ................................................................................. 62,196
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APPENDIX I ACCOUNTANTS’ REPORT
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Analysis for reporting purposes:
Non-current portion ........................................................ 70,630 66,266 60,076 54,254
Current portion ........................................................... 8,426 8,325 8,474 7,942
79,056 74,591 68,550 62,196
The Company
RMB’000
At January 1, 2022 ..................................................................................... 51,321
Addition during the year ................................................................................. 9,983
Recognized in consolidated statement of profit or loss .......................................................... (6,781)
At December 31, 2022 and January 1, 2023 ................................................................ 54,523
Addition during the year ................................................................................. 2,210
Recognized in consolidated statement of profit or loss .......................................................... (7,902)
At December 31, 2023 and January 1, 2024 ................................................................ 48,831
Addition during the year ................................................................................. 7 9 1
Recognized in consolidated statement of profit or loss .......................................................... (6,580)
At December 31, 2024 and January 1, 2025 ................................................................ 43,042
Recognized in consolidated statement of profit or loss .......................................................... ( 4,249)
Refunded during the period ............................................................................... (3,850)
At September 30, 2025 ................................................................................. 34,943
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Analysis for reporting purposes:
Non-current portion ........................................................ 47,541 42,614 36,688 29,677
Current portion ........................................................... 6,982 6,217 6,354 5,266
54,523 48,831 43,042 34,943
Deferred income mainly represents the PRC local government grants received from relevant PRC authorities for compensate the Group
for investments of property, plant and equipment. Government grants received for compensate for the Group’s development costs which has
not yet been undertaken are included in deferred income and recognized as income on a systematic basis of over the periods that the cost,
which it is intended to compensate, are expensed. Government grants received relates to assets invested in laboratory equipment and plant
were credited to deferred income and are recognized as income over the expected useful lives of the relevant assets.
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APPENDIX I ACCOUNTANTS’ REPORT
32. DEFERRED TAX
The Group
The following are the Group’s major deferred tax assets/(liabilities) recognized and movements thereon during the Track Record Period:
Impairment
of assets
Tax
losses
Deferred
income
Accelerated
tax
depreciation Leases
Fair value
adjustment
on business
combination
not under
common
control
Right-of-use
assets
Fair value
adjustments
of equity
instruments
at FVTOCI Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2022 ..... 27,078 2,860 7,052 342 5,482 (56,576) (5,482) 15,405 14,400 10,561
Credited/(charged) to
profit or loss ........ 4,853 1,922 1,142 (10,036) 2,916 2,079 (2,633) – (422) (179)
Credited to other
comprehensive income
(note 10 (b)) ........ – – – – – – – 5,790 – 5,790
At December 31, 2022
and January 1, 2023 . . 31,931 4,782 8,194 (9,694) 8,398 (54,497) (8,115) 21,195 13,978 16,172
(Charged)/credited to
profit or loss ........ (1,422) (2,009) 1,313 (12,948) (5,257) 2,079 5,188 – (555) (13,611)
Charged to other
comprehensive income
(note 10 (b)) ........ – – – – – – – (2,062) – (2,062)
Effect of change in tax
rate ................ 1,059 – – – – – – – – 1,059
At December 31, 2023
and January 1, 2024 . . 31,568 2,773 9,507 (22,642) 3,141 (52,418) (2,927) 19,133 13,423 1,558
Credited/(charged) to
profit or loss ........ 2,713 2,581 (885) (8,150) 34,710 2,043 (36,148) – (681) (3,817)
Credited to other
comprehensive income
(note 10 (b)) ........ – – – – – – – 1,577 – 1,577
Effect of change in tax
rate ................ (374) – – (535) 1,905 – (1,631) – – (635)
At December 31, 2024
and January 1, 2025 . . 33,907 5,354 8,622 (31,327) 39,756 (50,375) (40,706) 20,710 12,742 (1,317)
Credited/(charged) to
profit or loss ........ 2,798 21,626 (496) (57,315) (1,317) 1,540 4,067 – 2,791 (26,306)
Credited to other
comprehensive income
(note 10 (b)) ........ – – – – – – – 5,844 – 5,844
Effect of change in tax
rate ................ 3 2 8 4 1 – (753) 87 – (76) – – 131
Exchange realignment . . . (8) – – – – – (6) – – (14)
At September 30,
2025 .............. 36,729 27,821 8,126 (89,395) 38,526 (48,835) (36,721) 26,554 15,533 (21,662)
For the purpose of presentation in the Historical Financial Information, certain deferred tax assets and liabilities have been offset. The
following is the analysis of the net deferred tax balances for financial reporting purposes:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Net deferred tax assets ..................................................... 73,247 55,276 61,081 65,830
Net deferred tax liabilities ................................................... (57,075) (53,718) (62,398) (87,492)
16,172 1,558 (1,317) (21,662)
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Group has unused tax losses of RMB260,879,000,
RMB258,145,000, RMB309,328,000 and RMB326,646,000, respectively available for offset against future profits. A deferred tax asset has
been recognized in respect of RMB29,383,000, RMB16,456,000, RMB26,465,000 and RMB32,018,000 as at December 31, 2022, 2023 and
2024 and September 30, 2025, respectively of such losses. No deferred tax asset has been recognized in respect of the remaining
RMB231,496,000, RMB241,689,000, RMB282,863,000 and RMB294,628,000 as at December 31, 2022, 2023 and 2024 and September 30,
2025, respectively due to the unpredictability of future profit streams.
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APPENDIX I ACCOUNTANTS’ REPORT
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Group has other deductible temporary differences of
RMB70,391,000, RMB19,803,000, RMB48,482,000 and RMB97,157,000, respectively. No deferred tax asset has been recognized in relation
to such deductible temporary difference as it is not probable that taxable profit will be available against which the deductible temporary
difference can be utilised.
The Group has unused tax losses that were not recognized as deferred tax assets due to the unpredictability of future profit streams. The
unused tax losses can be carried forward for ten years from the year of the incurrence and an analysis of their expiry dates are as follows:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Unused tax losses expiring in:
2023 ................................................................... 1,080 – – –
2024 ................................................................... 25,880 24,849 – –
2025 ................................................................... 13,042 12,470 10,643 10,643
2026 ................................................................... 28,016 28,081 17,204 16,770
2027 ................................................................... 64,703 63,939 45,795 45,795
2028 ................................................................... 18,971 56,618 40,049 40,036
2029 ................................................................... 2,053 – 26,914 21,256
2030 ................................................................... 6,018 4,514 652 12,704
2031 ................................................................... 35,561 35,561 48,428 48,428
2032 ................................................................... 36,172 8,405 30,714 30,714
2033 ................................................................... – 7,252 32,625 32,625
2034 ................................................................... – – 29,839 30,150
2035 .................................................................. .––– 5,507
231,496 241,689 282,863 294,628
The Company
The following are the Company’s major deferred tax assets/(liabilities) recognized and movements thereon during the Track Record
Period:
Impairment
of assets
Tax
losses
Deferred
income
Accelerated
tax
depreciation
Fair value
adjustments
of equity
instruments
at FVTOCI Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2022 ............................ 13,433 12,517 5,494 – 15,405 547 47,396
Credited/(charged) to profit or loss ................ 2,381 (12,517) 1,191 (2,019) – 11,762 798
Credited to other comprehensive income ........... – – – – 5,790 – 5,790
At December 31, 2022 and January 1, 2023 ......... 15,814 – 6,685 (2,019) 21,195 12,309 53,984
Credited/(charged) to profit or loss ................ 3 0 0 – 6 3 9 (9,995) – (615) (9,671)
Charged to other comprehensive income ........... – – – – (2,650) – (2,650)
At December 31, 2023 and January 1, 2024 ......... 16,114 – 7,324 (12,014) 18,545 11,694 41,663
(Charged)/credited to profit or loss ................ (249) – (975) 6,304 – 13 5,093
Credited to other comprehensive income ........... – – – – 1,924 – 1,924
At December 31, 2024 and January 1, 2025 ......... 15,865 – 6,349 (5,710) 20,469 11,707 48,680
(Charged)/credited to profit or loss ................ (659) – (1,108) (476) – 431 (1,812)
Credited to other comprehensive income ........... – – – – 6,084 – 6,084
At September 30, 2025 ......................... 15,206 – 5,241 (6,186) 26,553 12,138 52,952
33. SHARE CAPITAL
The Company
Number of
shares Amount
‘000 RMB’000
Registered, issued and fully paid ordinary shares with par value of RMB1.00 each share
At January 1, 2022, December 31, 2022, January 1, 2023, December 31, 2023, January 1, 2024, December 31,
2024, January 1, 2025 and September 30, 2025 ................................................. 1,259,899 1,259,899
Notes:
(a) At December 31, 2022, 2023 and 2024 and September 30, 2025, the Company had outstanding treasury shares of nil, 13,565,000,
13,565,000 and 13,565,000 shares respectively.
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APPENDIX I ACCOUNTANTS’ REPORT
(b) During the year ended December 31, 2023, the Company repurchased the Company’s own ordinary shares on Shenzhen Stock
Exchange, 13,565,000 ordinary shares were repurchased with aggregate consideration of approximately RMB100,061,000 for the
purpose of the future share award or share option scheme issued to the employee of the Group. The above repurchase of ordinary
shares are performed by the Company. No other subsidiaries of the Company purchased, sold or redeemed any of the Company’s
listed securities during the Track Record Period.
34. RESERVES
The Group
The amounts of the Group’s reserves and the movements therein are presented in the consolidated statements of changes in equity of the
Historical Financial Information.
Capital reserve
Capital reserve mainly comprised the excess/deficiency of the considerations paid for/received from over the changes in the carrying
amounts of non-controlling interests in the acquisition of further interests in subsidiaries or disposal of part interests in subsidiaries, the fai r
value of restricted shares granted by the subsidiaries which are yet to be vested and restricted share granted which are be exercised.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign
operations.
Statutory reserve
Statutory reserves of the Group were established in accordance with the relevant PRC rules and regulations and the articles of association
of the companies comprising the Group which are incorporated in the PRC. Appropriations to the reserves were approved by the respective
boards of directors. The statutory reserve consists of statutory reserve funds and maintenance and production funds.
In accordance with the relevant PRC Regulations, the PRC subsidiaries of the Group are required to appropriate 10% of the annual
statutory net profit, after offsetting any prior years’ losses to the statutory reserve fund before distributing the net profit. When the respective
balance of the statutory reserve fund reaches 50% of the share capital of the PRC subsidiaries, any further appropriation is at the discretion of
shareholders of the PRC subsidiaries.
For the entities concerned, statutory reserves fund can be used to offset accumulated losses, if any, and may be converted into capital in
proportion to the existing equity interests of investors, provided that the balance after such conversion is not less than 25% of the registered
capital.
Share-based payments reserve
The share-based payments reserve represents the fair value of awards shares granted which are yet to be vested and share options granted
which are yet to be exercised. The amount will either be transferred to the capital reserve when the related awarded shares are released from
restriction and the related options are exercised, or be transferred to retained profits when the related shares are vested and related options are
expired or are forfeited.
Fair value reserve
Fair value reserve represents the changes in fair value of equity instruments at FVTOCI, net of tax.
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APPENDIX I ACCOUNTANTS’ REPORT
The Company
Capital
reserve
Treasury
share
Share based
payment
reserve
Fair value
reserve
Statutory
reserve
Retained
profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At January 1, 2022 .......................... 207,148 – – (87,295) 179,148 1,121,513 1,420,514
Profit for the year ........................... – – – – – 360,896 360,896
Fair value loss on investments in equity
instruments at FVTOCI .................... – – – (32,813) – – (32,813)
Total comprehensive income for the year ........ – – – (32,813) – 360,896 328,083
Appropriation to statutory reserve .............. – – – – 36,090 (36,090) –
Dividend paid .............................. – – – – – (44,096) (44,096)
At December 31, 2022 and January 1, 2023 ...... 207,148 – – (120,108) 215,238 1,402,223 1,704,501
Profit for the year ........................... – – – – – 312,815 312,815
Fair value gain on investments in equity
instruments at FVTOCI .................... – – – 15,017 – – 15,017
Total comprehensive income for the year ........ – – – 15,017 – 312,815 327,832
Appropriation to statutory reserve .............. – – – – 31,282 (31,282) –
Dividend paid .............................. – – – – – (50,396) (50,396)
Repurchase of shares ........................ (11) (100,050) – – – – (100,061)
At December 31, 2023 and January 1, 2024 ...... 207,137 (100,050) – (105,091) 246,520 1,633,360 1,881,876
Profit for the year ........................... – – – – – 338,337 338,337
Fair value loss on investments in equity
instruments at FVTOCI .................... – – – (10,900) – – (10,900)
Total comprehensive income for the year ........ – – – (10,900) – 338,337 327,437
Appropriation to statutory reserve .............. – – – – 33,834 (33,834) –
Dividend paid .............................. – – – – – (211,877) (211,877)
At December 31, 2024 and January 1, 2025 ...... 207,137 (100,050) – (115,991) 280,354 1,725,986 1,997,436
Profit for the period ......................... – – – – – 480,226 480,226
Fair value loss on investments in equity
instruments at FVTOCI .................... – – – (34,475) – – (34,475)
Total comprehensive income for the period ...... – – – (34,475) – 480,226 445,751
Appropriation to statutory reserve .............. – – – – 48,023 (48,023) –
Dividend paid .............................. – – – – – (170,748) (170,748)
Share-based payment ........................ – – 8,657 – – – 8,657
At September 30, 2025 ...................... 207,137 (100,050) 8,657 (150,466) 328,377 1,987,441 2,281,096
35. CAPITAL COMMITMENTS
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Capital expenditure in respect of acquisition of property and equipment and intangible
assets contracted for but not provided in the Historical Financial Information ........ 19,109 20,259 470,575 1,044,794
36. SHARE-BASED PAYMENT TRANSACTIONS
Share award scheme
Shenzhen Orbit Systems Inc
A non-wholly owned subsidiary, Shenzhen Orbit’s share award scheme (the “ Shenzhen Orbit Share Award Scheme ”) was adopted
pursuant to a resolution in writing passed on December 16, 2019 for the primary purpose of providing incentives to eligible directors and
employees of Shenzhen Orbit (the “ Shenzhen Orbit Awardees ”). Under the Shenzhen Orbit Share Award Scheme, it will be implemented in
three tranches. The first phase was implemented on December 16, 2019, the second phase to be implemented within 12 months after the first
phase is completed, and the third phase to be implemented within 12 months after the second phase is completed.
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APPENDIX I ACCOUNTANTS’ REPORT
On December 16, 2019, 550,000 shares of Shenzhen Orbit were granted to the Shenzhen Orbit Awardees (“ 2019 Shenzhen Orbit Share
Award”). The Shenzhen Orbit Awardees are required to pay RMB3.74 per 2019 Shenzhen Orbit Share Award at the date of grant. Subject to
the acceptance of the Shenzhen Orbit Awardees, that the Shenzhen Orbit Awardees remain as employees of Shenzhen Orbit on the vesting
date of the 2019 Shenzhen Orbit Share Award and fulfill certain conditions under the Shenzhen Orbit Share Award Scheme.
On July 24, 2020, a resolution was passed by the Shenzhen Orbit, pursuant to resolution, the implementation of the second and third
phases of the Shenzhen Orbit Share Award Scheme will be postponed. The second phase will be postponed to 2021, and the implementation
time of third phase will be within 12 months after the completion of second phase. On May 11, 2021, a resolution was passed by the Shenzhen
Orbit, pursuant to resolution, the implementation of the second and third phases of the Shenzhen Orbit Share Award Scheme will be
postponed. The second phase will be postponed to 2022, and the implementation time of third phase will be within 12 months after the
completion of second phase.
On July 13, 2022, 387,000 shares of Shenzhen Orbit were granted to the Shenzhen Orbit Awardees (“ 2022 Shenzhen Orbit Share
Award”). The Awardees are required to pay RMB5.63 per 2022 Shenzhen Orbit Share Award at the date of grant. Subject to the acceptance
of the Awardees, that the Awardees remain as employees of Shenzhen Orbit on the vesting date of the 2022 Shenzhen Orbit Share Award and
fulfill certain conditions under the Shenzhen Orbit Share Award Scheme. Upon the fulfillment of the vesting conditions, the awarded shares
were restricted from transfer by the Awardees.
On November 23, 2022, a resolution was passed by the Shenzhen Orbit, pursuant to resolution, no further awarded shares were granted
to directors or employees of Shenzhen Orbit, the third phase were lapsed.
The 2019 Shenzhen Orbit Share Award and 2022 Shenzhen Orbit Share Award are granted and forfeited as below:
Date of grant Vesting period
December 16, 2019 December 16, 2019 to December 16, 2022
July 13, 2022 July 13, 2022 to July 13, 2025
The following table discloses movements of the 2019 Shenzhen Orbit Share Award and 2022 Shenzhen Orbit Share Award under the
Shenzhen Orbit Share Award Scheme during the Track Record Period:
2019 Shenzhen Orbit Share Award
As at December 31,
As at
September 30,
2022 2023 2024 2025
’000 ’000 ’000 ’000
2019 Shenzhen Orbit Share Award under restriction at January 1 ............................. 5 1 2 – – –
Issue of 2019 Shenzhen Orbit Share Award .............................................. – – – –
Vested during the year/period ......................................................... (418) – – –
Forfeited during the year/period ....................................................... (94) – – –
2019 Shenzhen Orbit Share Award under restriction at December 31/September 30 .............. – – – –
2022 Shenzhen Orbit Share Award
As at December 31,
As at
September 30,
2022 2023 2024 2025
’000 ’000 ’000 ’000
2022 Shenzhen Orbit Share Award under restriction at January 1 .............................. – 3 8 7 2 8 8 2 7 1
Issue of 2022 Shenzhen Orbit Share Award ............................................... 3 8 7 – – –
Vested during the year/period ......................................................... .––– (263)
Forfeited during the year/period ........................................................ – (99) (17) (8)
2022 Shenzhen Orbit Share Award under restriction at December 31/September 30 ............... 3 8 7 2 8 8 2 7 1 –
The share award outstanding at December 31, 2022, 2023 and 2024 and September 30, 2025 had a weighted average remaining
contractual life of 3, 2, 1 and nil years, respectively.
During the year ended December 31, 2022, 387,000 shares were issued to Shenzhen Orbit Awardees on July 13, 2022. The fair value of
share award granted on the grant date amounted to RMB4,958,000.
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APPENDIX I ACCOUNTANTS’ REPORT
These fair values were calculated using income approach. The inputs into the discounted cash flow model were as follows:
Date of grant July 13, 2022
Share price on the date of grant ....................................................................... R M B 6.59
Exercise price .................................................................................... R M B 5.63
Pre-tax discount rate ............................................................................... 17.81%
Discounts for lack of marketability .................................................................... 15.70%
Contractual life ................................................................................... 3
Risk-free rate ..................................................................................... 3.17%
Weighted average exercise price ...................................................................... R M B 5.63
Shenzhen Orbit recognized share award expenses of RMB945,000, RMB1,240,000, RMB771,000 and RMB617,000 during the years
ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively, in respect of the 2019 Shenzhen
Orbit Share Award and 2022 Shenzhen Orbit Share Award granted.
LTK Electric
An indirectly non-wholly owned subsidiary of the Company, LTK Electric‘s share award scheme (the “ LTK Electric Share Award
Scheme”) was adopted on March 1, 2023 for the primary purpose of providing incentives to eligible director and employees of LTK Electric
(the “LTK Electric Awardees”).
On March 1, 2023, 2,622,000 shares of LTK Electric were granted to the LTK Electric Awardees (“ 2023 LTK Electric Share Award ”).
The LTK Electric Awardees are required to pay RMB7.30 per 2023 LTK Electric Share Award at the date of grant. Subject to the acceptance
of the LTK Electric Awardees, that the LTK Electric Awardees remain as employees of LTK Electric on the vesting date of the 2023 LTK
Electric Share Award and fulfill certain conditions under the LTK Electric Share Award Scheme. Upon the fulfillment of the vesting
conditions, the awarded shares were restricted from transfer by the LTK Electric Awardees.
The 2023 LTK Electric Share Award is granted and forfeited as below:
Date of grant Vesting period
March 1, 2023 March 1, 2023 to March 1, 2028
The following table discloses movements of the 2023 LTK Electric Share Award under the 2023 LTK Electric Share Award Scheme
during the Track Record Period:
As at December 31,
As at
September 30,
2022 2023 2024 2025
’000 ’000 ’000 ’000
2023 LTK Electric Share Award under restriction at January 1 ............................ – – 2,622 831
Issue of 2023 LTK Electric Share Award ............................................. – 2,622 – –
Forfeited during the year/period .................................................... – – (1,791) –
2023 LTK Electric Share Award under restriction at December 31/September 30 ............. – 2,622 831 831
The share award outstanding at December 31, 2023 and 2024 and September 30, 2025 had a weighted average remaining contractual life
of 4, 3 and 2 years, respectively.
During the year ended December 31, 2023, 2,622,000 shares were issued to LTK Electric Awardees on March 1, 2023. The fair value of
share award granted on the grant date amounted to RMB3,645,000.
These fair values were calculated using income approach. The inputs into the discounted cash flow model were as follows:
Date of grant March 1, 2023
Share price on the date of grant ..................................................................... RMB8.69
Exercise price ................................................................................... RMB7.30
Pre-tax discount rate .............................................................................. 16.85%
Discounts for lack of marketability .................................................................. 15.70%
Contractual life .................................................................................. 5
Risk-free rate ................................................................................... 3.13%
Weighted average exercise price .................................................................... RMB7.30
LTK Electric recognized share award expenses of RMB422,000, RMB1,323,000 and RMB95,000 during the years ended December 31,
2023 and 2024 and the nine months ended September 30, 2025, respectively, in respect of the 2023 LTK Electric Share Award granted.
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APPENDIX I ACCOUNTANTS’ REPORT
2025 Share Award Scheme
On April 9, 2025, the Company’s share award scheme (the “ 2025 Share Award Scheme ”) was adopted pursuant to a resolution passed
on March 21, 2025 for the primary purpose incentives to eligible directors and employees of the Company (the “ Company’s Awardees ”).
Under the 2025 Share Award Scheme, 3,281,400 shares of the Company were granted to the Company’s Awardees (collectively referred to as
the “ Awarded Shares ”). The Company’s Awardees are required to paid RMB10.87 per Awarded Share at the date of grant. Subject to the
acceptance of the Company’s Awardees, that the Company’s Awardees remain as employees of the Company on the vesting date of the
Awarded Shares and fulfill certain conditions under the Share Award Scheme, the Awarded Shares shall be vested as below:
Date of grant Vesting period
April 9, 2025 April 9, 2025 to April 8, 2027
The following table discloses movements of the Awarded Shares under the 2025 Share Award Scheme during the Track Record Period:
Directors
Employees Total
‘000 ‘000 ‘000
Awarded Shares under restriction at January 1, 2025 ...................................... – – –
Issue of Awarded Shares ............................................................ 2 4 0 3,041 3,281
Forfeited during the period ........................................................... – (11) (11)
Awarded Shares under restriction at September 30, 2025 ................................... 2 4 0 3,030 3,270
The share award outstanding at September 30, 2025 had a weighted average remaining contractual life of 2 years.
The fair value of the Awarded Shares was based on the closing price per share of the Company immediately before date of grant. No
other feature of the Awarded Shares was incorporated into the measurement of fair values. The fair value of share award granted on the grant
date amounted to RMB16,816,000.
The Company recognized share award expenses of RMB6,056,000 during the nine months ended September 30, 2025, in respect of the
Awarded Shares.
Share option scheme
2025 Share Option Scheme
The Company’s share option scheme (the “ 2025 Share Option Scheme ”) was adopted pursuant to a resolution in writing passed by all
the shareholders of the Company on April 24, 2025 for the primary purpose of recognizing and a knowledging the contribution of the eligible
participants had or may have made to the Group. Under the 2025 Share Option Scheme, the board of directors of the Company may grant
options to eligible participants, to subscribe for shares of the Company.
On April 25, 2025, the Company granted 8,137,400 share options to the employees, to subscribe for the ordinary shares of the Company
at RMB21.73 per share. The closing price of the shares immediately before the date of grant was at RMB17.98 per share.
Vesting of the shares options is conditional upon the fulfilment of certain performance targets as set out in the respective offer letters to
the grantees including financial targets of the Group and individuals performance targets for certain periods.
As at September 30, 2025, the number of shares in respect of which options had been granted and remained outstanding under the 2025
Share Option Scheme was 8,137,400, representing approximately 0.65% of the shares of the Company in issue at that date.
Details of the share options are as follows:
Date of grant
Number of
share options granted Exercisable period Vesting period Exercise price
(note)
‘000
April 25, 2025 ............
4,069
April 25, 2026 to April 24,
2027
April 25, 2025 to April 24,
2026 RMB21.73 per share
4,069
April 25, 2027 to April 24,
2028
April 25, 2025 to April 24,
2027
8,138
Note: The options are vested upon the fulfillment of certain performance targets to the grantees including financial targets of the Group
and individual performance targets for certain periods.
–I - 7 9–


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APPENDIX I ACCOUNTANTS’ REPORT
The following table discloses movement of the Company’s share options under 2025 Share Option Scheme during the Track Record
Period:
‘000
At January 1, 2025 ....................................................................................... –
Granted during the period .................................................................................. 8,138
Forfeited during the period ................................................................................. ( 3 3 )
At September 30, 2025 .................................................................................... 8,105
Exercisable at the end of the period .......................................................................... –
As at September 30, 2025, the weighted average exercise price is RMB21.73 and had a weighted average remaining contractual life of 2
years.
The fair value of the share options were calculated using the Black-Scholes Model. The input into the model were as follows:
Grant date April 25, 2025
Share price on the date of grant ..................................................................... RMB17.98
Exercise price ................................................................................... RMB21.73
Expected volatility ............................................................................... 25.49%-29.92%
Contractual life .................................................................................. 2 - 3 years
Risk-free rate ................................................................................... 1.45%-1.48%
Expected dividend yield ........................................................................... 0.94%
The Group recognized share option expenses of RMB2,600,000 during the nine months ended September 30, 2025, in respect of the
2025 Share Option Scheme.
37. FINANCIAL INSTRUMENTS
(a) Categories of financial instruments
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
At FVTOCI ......................................................... 161,122 186,346 175,843 125,406
At FVTPL .......................................................... – 60,245 145,169 120,000
At amortized cost .................................................... 3,225,816 3,746,832 4,285,739 4,542,834
3,386,938 3,993,423 4,606,751 4,788,240
Financial liabilities
At amortized cost .................................................... 3,214,657 3,217,975 3,757,873 4,792,227
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
At FVTOCI ......................................................... 161,122 178,789 165,964 125,406
At amortized cost .................................................... 1,459,361 1,454,035 1,598,145 1,414,397
1,620,483 1,632,824 1,764,109 1,539,803
Financial liabilities
At amortized cost .................................................... 2,422,494 2,299,946 2,283,671 2,502,880
(b) Financial risk management objectives and policies
The Group’s major financial instruments include equity instruments at FVTOCI, financial assets at FVTPL, certain trade and other
receivables, restricted and pledged bank deposits, bank balances and cash, certain trade and other payables, bank and other borrowings and
lease liabilities. Details of the financial instruments are disclosed in respective notes.
–I - 8 0–


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APPENDIX I ACCOUNTANTS’ REPORT
The risks associated with these financial instruments include market risk (currency risk, interest rate risk and other price risk), credit risk
and liquidity risk. The policies on how to mitigate these risks are set out below. The management of the Group manages and monitors these
exposures to ensure appropriate measures are implemented in a timely and effective manner.
Market risk
Currency risk
The Group undertakes certain transactions denominated in foreign currencies, which expose the Group to foreign currency risk. The
Group currently does not use derivative financial instrument to hedge the foreign exchange risk. The Group manages the foreign currency risk
by closely monitoring the movement of the foreign currency rate.
The Group’s foreign currency monetary assets are mainly trade and other receivables and bank balances and deposits, and the Group’s
foreign currency monetary liabilities are mainly trade and other payables.
The carrying amounts of the Group entitles’ foreign currency denominated monetary assets and liabilities at the end of each reporting
period are as follows:
December 31, 2022 December 31, 2023 December 31, 2024 September 30, 2025
Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
United States dollar (“US$”) ............... 240,328 18,834 253,750 78,741 262,410 26,587 304,732 79,628
Hong Kong dollar (“HK$”) ................ 4,383 2,454 2,016 149,367 1,223 143,116 5,525 893
Sensitivity analysis
The following table details the Group’s sensitivity to a 5% increase or decrease in RMB against the relevant currencies. 5% is the
sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of
the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated
monetary items and adjusts their translation at the end of reporting period for a 5% change in foreign currency rates. A negative number below
indicates a decrease in profit where RMB strengthen 5% against the relevant currency. For a 5% weakening of RMB against the relevant
currency, there would be an equal and opposite impact on the profit, and the balances below would be positive.
Effect on profit for the year/period
December 31, September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
U S $ .................................................................... 8,306 6,563 8,778 8,441
H K $ .................................................................... 7 2 (5,526) (5,321) 174
Interest rate risk
The Group’s interest rate risk arises primarily from bank balances and deposits, bank and other borrowings and lease liabilities. Bank
balances and deposits at variable rates and fixed rates expose the Group to cash flow interest rate risk and fair value interest rate risk,
respectively. The Group’s bank balances and deposits are placed with banks and the management of the Group manages this risk by placing
deposits at various maturities and interest rate terms. The Group is also exposed to fair value interest rate risk for bank and other borrowings
and lease liabilities. The Group’s cash flow interest rate risk is mainly concentrated on the fluctuations of the market rates from bank balances.
The Group currently does not hedge its exposure to cash flow and fair value interest rate risk.
No sensitivity analysis is presented since the management of the Group consider the exposure of cash flow interest rate risk arising from
variable-rate bank and other borrowings, bank balances and term deposits is insignificant.
Price risk
Equity price risk relates to the risk that the fair values or future cash flows of a financial instrument will fluctuate because of changes in
market prices (other than changes in interest rates and foreign exchange rates). The Group is exposed to price risk arising from listed equity
securities classified as FVTOCI (note 22) at December 31, 2022, 2023 and 2024 and September 30, 2025.
–I - 8 1–


--- page 387 ---
APPENDIX I ACCOUNTANTS’ REPORT
The market equity indices for the following stock exchanges, at the close of business of the nearest trading day during the track record
period, and its respective highest and lowest point during the track record period was as follows:
December 31, 2022 High Low
RMB RMB RMB
Shenzhen Stock Exchange -Component Index ........................................ 11,016 14,941 10,088
Shanghai Stock Exchange -Component Index ........................................ 3,089 3,652 2,864
December 31, 2023 High Low
RMB RMB RMB
Shenzhen Stock Exchange -Component Index ........................................ 9,525 12,246 9,106
Shanghai Stock Exchange -Component Index ........................................ 2,975 3,419 2,882
December 31, 2024 High Low
RMB RMB RMB
Shenzhen Stock Exchange -Component Index ........................................ 10,415 11,864 7,684
Shanghai Stock Exchange -Component Index ........................................ 3,352 3,674 2,635
September 30, 2025 High Low
RMB RMB RMB
Shenzhen Stock Exchange -Component Index ........................................ 13,527 13,527 9,365
Shanghai Stock Exchange -Component Index ........................................ 3,883 3,883 3,097
Sensitivity analysis
The sensitivity analyzes have been determined based on the exposure to equity price risk at the track record period. Sensitivity analyzes
for unquoted equity securities with fair value measurement categorized within Level 3 were disclosed in note 37(b).
The following table demonstrates the sensitivity to a reasonably possible change in the fair values of equity investments, with all other
variables held constant and before any impact on tax, based on their carrying amounts at the end of the reporting period.
December 31, 2022
Carrying
amount of
equity
investments
Increase/
(decrease)
in price
Increase/
(decrease) in
profit after tax
and retained
profits
Increase/
(decrease)
in other
component
of equity
RMB’000 % RMB’000 RMB’000
Investments listed in:
Stock Exchanges of Shenzhen and Shanghai ................................. 141,122 37.82 – 45,367
(37.82) – (45,367)
December 31, 2023
Carrying
amount of
equity
investments
Increase/
(decrease)
in price
Increase/
(decrease) in
profit after tax
and retained
profits
Increase/
(decrease)
in other
component
of equity
RMB’000 % RMB’000 RMB’000
Investments listed in:
Stock Exchanges of Shenzhen and Shanghai ................................. 158,789 26.56 – 35,842
(26.56) – (35,842)
December 31, 2024
Carrying
amount of
equity
investments
Increase/
(decrease)
in price
Increase/
(decrease) in
profit after tax
and retained
profits
Increase/
(decrease)
in other
component
of equity
RMB’000 % RMB’000 RMB’000
Investments listed in:
Stock Exchanges of Shenzhen and Shanghai ................................. 145,964 46.91 – 58,207
(46.91) – (58,207)
September 30, 2025
Carrying
amount of
equity
investments
Increase/
(decrease)
in price
Increase/
(decrease) in
profit after tax
and retained
profits
Increase/
(decrease)
in other
component
of equity
RMB’000 % RMB’000 RMB’000
Investments listed in:
Stock Exchanges of Shenzhen and Shanghai ................................. 107,626 34.92 – 31,943
(34.92) – (31,943)
–I - 8 2–


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APPENDIX I ACCOUNTANTS’ REPORT
Credit risk and impairment assessment
At the end of each reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to
failure to discharge an obligation by the counterparties is arising from the carrying amount of the respective recognized financial assets as
stated in the consolidated statements of financial position.
Credit risk refers to the risk that the Group’s counterparties default on their contractual obligations resulting in financial losses to the
Group. The Group’s credit risk exposures are primarily attributable to trade and bills receivables, contract assets, other receivables, restricte d
and pledged bank deposits and bank balances. The Group does not hold any collateral or other credit enhancements to cover its credit risks
associated with its financial assets.
In order to minimize the credit risk, the management of the Group assesses the potential customer’s credit quality and defines credit
limits by customer and the credit limits assigned to each customer is regularly reviewed by the management of the Group. Follow-up actions
are taken by the Group to recover overdue debts if any. The Group only accepts bills issued or guaranteed by reputable PRC banks if trade
receivables are settled by bills and therefore the management of the Group considers the credit risk arising from the endorsed bills is
significantly reduced. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to
ensure that adequate impairment losses are made for irrecoverable amounts.
Trade receivables and contract assets
For trade receivables and contract assets, the management of the Group assesses the collectability of the trade receivables and contract
assets regularly individually and/or collectively for the determination of any loss allowance for the trade receivables and contract assets by
taking into account the customers’ financial condition, current creditworthiness, past settlement history, business relationship with the Group
and other factors such as current market conditions.
Certain customers of the Group which has a significant outstanding trade receivables and contract assets balances due to the Group with
gross carrying amount of RMB132,901,000, RMB158,883,000, RMB183,987,000 and RMB150,332,000 in aggregate as at December 31,
2022, 2023 and 2024 and September 30, 2025, respectively, was assessed for allowance for credit losses individually. The management
assessed for the allowance for credit losses for lifetime by estimating default rate taking into account historical and forward looking
information. As at December 31, 2022, 2023 and 2024 and September 30, 2025, allowance for expected credit losses of RMB4,540,000,
RMB1,113,000, RMB536,000 and RMB44,000 respectively, was made on the trade receivables and contract assets due from these customers.
During the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, reversal of impairment losses on
trade receivables and contract assets due from these debtors amounted to RMB1,156,000, RMB1,423,000, RMB532,000 and RMB492,000
were recognized and included in the profit or loss, respectively.
For the remaining debtors, the Group has applied the simplified approach in IFRS 9 to measure the loss allowance at lifetime ECL, as the
Group’s historical credit loss experience does not indicate significant different loss patterns for different customer segments and the allowance
for credit losses based on the past due status is not further distinguished between the Group’s customer bases. During the years ended
December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, impairment losses on trade receivables and contract
assets due from remaining debtors amounted to RMB25,962,000, RMB18,940,000, RMB26,372,000 and RMB12,040,000 were recognized
and included in the profit or loss, respectively.
–I - 8 3–


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APPENDIX I ACCOUNTANTS’ REPORT
The following table provides information about the Group’s exposure to credit risk within lifetime ECL for trade receivables and contract assets due from customers other than the abovementioned
individually evaluated customers, which are assessed based on provision matrix as at December 31, 2022, 2023 and 2024 and September 30, 2025, respect ively:
As at December 31, 2022 As at December 31, 2023 As at December 31, 2024 As at September 30, 2025
Expected
loss rate
Gross
carrying
amount
Loss
allowance
Net
carrying
amount
Expected
loss rate
Gross
carrying
amount
Loss
allowance
Net
carrying
amount
Expected
loss rate
Gross
carrying
amount
Loss
allowance
Net
carrying
amount
Expected
loss rate
Gross
carrying
amount
Loss
allowance
Net
carrying
amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
ECL assessed collectively based on
debtors’ aging
Within 90 days .................. 5.03%1,204,474 (60,551) 1,143,923 5.00% 1,497,846 (74,893) 1,422,953 5.00% 1,749,309 (87,464) 1,661,845 5.00% 2,024,440 (101,215) 1,923,225
90 to 180 days .................. 5.01% 317,744 (15,904) 301,840 5.00% 309,365 (15,468) 293,897 5.00% 304,073 (15,203) 288,870 5.00% 538,668 (26,933) 511,735
180 to 270 days ................. 4.58% 63,712 (3,185) 60,527 5.00% 85,389 (4,269) 81,120 5.00% 82,908 (4,146) 78,762 5.00% 95,656 (4,783) 90,873
270 days to 1 year ................ 5.00% 114,862 (5,277) 109,585 5.00% 162,721 (8,136) 154,585 5.00% 219,674 (10,984) 208,690 5.00% 57,699 (2,886) 54,813
1 to 2 years ..................... 19.99% 73,043 (14,602) 58,441 19.74% 82,806 (16,348) 66,458 19.11% 122,784 (23,468) 99,316 20.00% 71,132 (14,226) 56,906
2 to 3 years ..................... 50.00% 13,638 (6,820) 6,818 40.69% 11,804 (4,804) 7,000 47.98% 16,554 (7,943) 8,611 50.00% 18,989 (9,495) 9,494
Over 3 years .................... 100.00% 17,618 (17,618) – 97.14% 18,579 (18,046) 533 97.62% 17,677 (17,256) 421 100.00% 18,053 (18,053) –
1,805,091 (123,957) 1,681,134 2,168,510 (141,964) 2,026,546 2,512,979 (166,464) 2,346,515 2,824,637 (177,591) 2,647,046
Individually evaluated customers .... 132,901 (4,540) 128,361 158,883 (1,113) 157,770 183,987 (536) 183,451 150,332 (44) 150,288
Balance as at .................... 1,937,992 (128,497) 1,809,495 2,327,393 (143,077) 2,184,316 2,696,966 (167,000) 2,529,966 2,974,969 (177,635) 2,797,334
Note: The management of the Group determined the ECL rates for portfolio of trade receivables and contract assets due from customers with reference to past-due status of such balances by estimating
their default rates taking into account historical information (e.g. historical flow rate of receivables moving into the next aging bucket in the sub sequent period, actual historical loss, etc.) and
forward-looking information.
–I - 8 4–


--- page 390 ---
APPENDIX I ACCOUNTANTS’ REPORT
Movements in the allowance for expected credit losses in respect of trade receivables and contract assets during the Track Record Period
are as follows:
Lifetime ECL
(Not credit
impaired)
Lifetime ECL
(Credit
impaired) Total
RMB’000 RMB’000 RMB’000
At January 1, 2022 .............................................................. 100,935 20,663 121,598
Transfer to credit-impaired ........................................................ (2,940) 2,940 –
Impairment loss recognized/(reversed), net ............................................ 25,962 (1,156) 24,806
Impairment losses written off ...................................................... – (17,907) (17,907)
At December 31, 2022 and January 1, 2023 ......................................... 123,957 4,540 128,497
Transfer to credit-impaired ........................................................ (933) 933 –
Impairment loss recognized/(reversed), net ............................................ 18,940 (1,423) 17,517
Impairment losses written off ...................................................... – (2,937) (2,937)
At December 31, 2023 and January 1, 2024 ......................................... 141,964 1,113 143,077
Transfer to credit-impaired ........................................................ (1,937) 1,937 –
Impairment loss recognized/(reversed), net ............................................ 26,372 (532) 25,840
Impairment losses written off ...................................................... – (1,982) (1,982)
Exchange re-alignment ........................................................... 6 5 – 6 5
At December 31, 2024 and January 1, 2025 ......................................... 166,464 536 167,000
Transfer to credit-impaired ........................................................ (831) 831 –
Impairment loss recognized/(reversed), net ............................................ 12,040 (492) 11,548
Impairment losses written off ...................................................... – (831) (831)
Exchange re-alignment ........................................................... (82) – (82)
At September 30, 2025 .......................................................... 177,591 44 177,635
Bills receivables
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Group has exposed to credit risk on bills receivables with gross
carrying amount of RMB537,350,000, RMB549,187,000, RMB701,546,000 and RMB746,894,000. As part of the Group’s credit risk
management, the Group assessed the expected credit losses for bills receivables where RMB418,000, and RMB2,147,000 were recognized in
profit or loss for the years ended December 31, 2023 and 2024, and reversal of RMB1,028,000 and RMB755,000 was recognized in profit or
loss for the year ended December 31, 2022 and the nine months ended September 30, 2025. The management of the Group considers the
historical data, current and forecast of the economic environment of the debtors operate. The credit risk on the bills receivables are
insignificant as the probability of default is significantly reduced after assessing the counterparties’ financial background and creditability .
Movement in the loss allowance account in respect of bills receivables during the Track Record Period is as follows:
12m ECL
RMB’000
At January 1, 2022 ..................................................................................... 4,552
Impairment loss reversed, net ............................................................................. (1,028)
At December 31, 2022 and January 1, 2023 ................................................................ 3,524
Impairment loss recognized, net ........................................................................... 4 1 8
At December 31, 2023 and January 1, 2024 ................................................................ 3,942
Impairment loss recognized, net ........................................................................... 2,147
At December 31, 2024 and January 1, 2025 ................................................................ 6,089
Impairment loss reversed, net ............................................................................. ( 755)
At September 30, 2025 ................................................................................. 5,334
Other receivables
As at December 31, 2022, 2023 and 2024 and September 30, 2025, the Group has exposed to credit risk on others receivables with gross
carrying amount of RMB52,259,000, RMB40,970,000, RMB78,632,000 and RMB64,350,000. As part of the Group’s credit risk
management, the Group assessed the expected credit losses for other receivables where RMB144,000 and RMB1,894,000 were recognized in
profit or loss for the years ended December 31, 2022 and 2024 respectively, and reversal of RMB2,501,000 and RMB871,000 were
recognized in profit or loss for the year ended December 31, 2023 and the nine months ended September 30, 2025, respectively. The
management of the Group considers the historical data, current and forecast of the economic environment of the debtors operate. The credit
risk on the others receivables are insignificant as the probability of default is significantly reduced after assessing the counterparties’ financ ial
background and creditability.
–I - 8 5–


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APPENDIX I ACCOUNTANTS’ REPORT
Movement in the loss allowance account in respect of other receivables during the Track Record Period is as follows:
Lifetime ECL
(Not credit
impaired)
Lifetime ECL
(Credit
impaired) Total
RMB’000 RMB’000 RMB’000
At January 1, 2022 .............................................................. 7,981 43 8,024
Transfer to credit-impaired ........................................................ (784) 784 –
Impairment loss recognized/(reversed), net ............................................ 1 5 4 (10) 144
Impairment losses written off ...................................................... – (784) (784)
At December 31, 2022 and January 1, 2023 ......................................... 7,351 33 7,384
Transfer to credit-impaired ........................................................ (163) 163 –
Impairment loss (reversed)/recognized, net ............................................ (2,523) 22 (2,501)
Impairment losses written off ...................................................... – (172) (172)
At December 31, 2023 and January 1, 2024 ......................................... 4,665 46 4,711
Transfer to credit-impaired ........................................................ (224) 224 –
Impairment loss recognized, net .................................................... 1,888 6 1,894
Impairment losses written off ...................................................... – (247) (247)
At December 31, 2024 and January 1, 2025 ......................................... 6,329 29 6,358
Transfer to credit-impaired ........................................................ ( 102) 102 –
Impairment loss reversed, net ...................................................... ( 870) (1) (871)
Impairment losses written off ...................................................... – ( 102) (102)
Exchange re-alignment ........................................................... ( 9 ) – ( 9 )
At September 30, 2025 ........................................................... 5,348 28 5,376
Restricted and pledged bank deposits and bank balances
Credit risk on restricted and pledged bank deposits and bank balances is limited because the counterparties are reputable banks with high
credit ratings assigned by international credit agencies or state-owned banks in the PRC.
Transferred financial assets that are derecognized in their entirety
At December 31, 2022, 2023 and 2024 and September 30, 2025, the Group, endorsed certain bills receivables accepted by banks in the
PRC (the “ Derecognized Bills”) to certain of its suppliers in order to settle the trade payables due to such suppliers with a carrying amount in
aggregate of RMB470,745,000, RMB535,417,000, RMB673,560,000 and RMB737,309,000, respectively.
The Derecognized Bills had a maturity of one to nine months at the end of the reporting period. In accordance with the Law of
Negotiable Instruments in the PRC, the holders of the Derecognized Bills have a right of recourse against the Group if the PRC banks default
(the “ continuing involvement ”). In the opinion of the directors, the Group has transferred substantially all risks and rewards relating to the
Derecognized Bills. Accordingly, it has derecognized the full carrying amounts of the Derecognized Bills and the associated trade payables.
The maximum exposure to loss from the Group’s continuing involvement in the Derecognized Bills and the undiscounted cash flows to
repurchase these Derecognized Bills is equal to their carrying amounts. In the opinion of the directors, the fair values of the Group’s
continuing involvement in the Derecognized Bills are not significant.
During the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, the Group has not
recognized any gain or loss on the date of transfer of the Derecognized Bills. No gains or losses were recognized from the continuing
involvement, both during the Track Record Period or cumulatively. The endorsement has been made evenly throughout the year.
Liquidity risk
In the management of 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 and mitigate the effects of fluctuations in cash flows. The management of the Group monitors
the utilization of bank and other borrowings and ensures compliance with loan covenants.
–I - 8 6–


--- page 392 ---
APPENDIX I ACCOUNTANTS’ REPORT
The following table details the Group’s and the Company’s remaining contractual maturity for its financial liabilities and lease liabilities.
The table has been drawn up based on the undiscounted cash flows of financial liabilities and lease liabilities based on the earliest date on
which the Group can be required to pay.
Weighted
average
interest
rate
On demand
and/or less
than 1 year
1t o2
years
2t o5
years
Over 5
years
Total
contractual
undiscounted
cash flow
Total
carrying
amount
% RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2022
Trade and other payables .......................... – 1,273,796––– 1,273,796 1,273,796
Bank and other borrowings ........................ 3.89% 1,377,239 392,723 147,395 72,016 1,989,373 1,886,946
Lease liabilities ................................. 4.52% 18,411 6,899 15,850 23,183 64,343 53,915
2,669,446 399,622 163,245 95,199 3,327,512 3,214,657
At December 31, 2023
Trade and other payables .......................... – 1,498,135––– 1,498,135 1,498,135
Bank and other borrowings ........................ 3.61% 1,088,208 231,765 321,570 152,747 1,794,290 1,682,565
Lease liabilities ................................. 4.52% 6,431 5,504 15,100 18,447 45,482 37,275
2,592,774 237,269 336,670 171,194 3,337,907 3,217,975
At December 31, 2024
Trade and other payables .......................... – 1,855,558––– 1,855,558 1,855,558
Bank and other borrowings ........................ 3.05% 799,093 660,213 273,099 29,867 1,762,272 1,675,925
Lease liabilities ................................. 4.07% 41,467 39,976 103,638 76,647 261,728 226,390
2,696,118 700,189 376,737 106,514 3,879,558 3,757,873
At September 30, 2025
Trade and other payables .......................... – 2,261,730––– 2,261,730 2,261,730
Bank and other borrowings ........................ 2.54% 1,529,079 286,888 501,619 62,673 2,380,259 2,312,354
Lease liabilities ................................. 3.80% 47,556 46,870 90,853 62,136 247,415 218,143
3,838,365 333,758 592,472 124,809 4,889,404 4,792,227
(c) Capital management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximizing the
return to shareholders through the optimization of the debt and equity balance. The Group’s overall strategy remains unchanged during the
Track Record Period.
The capital structure of the Group consists of net debt, which includes the bank and other borrowings and lease liabilities disclosed in
notes 28 and 29 respectively, net of cash and cash equivalents and equity attributable to owners of the Company, comprising issued share
capital, retained profits and other reserves.
The directors of the Company review the capital structure on a regular basis and considers the cost of capital and the risks associated
with each class of capital. Based on recommendations of the directors of the Company, the Group will balance its overall capital structure
through the maturity of lease liabilities as well as new share issues and increase of banking facilities or redemption of existing debt.
(d) Fair value measurements of financial instruments
The management of the Group considers that the carrying amounts of financial assets and financial liabilities recorded at amortized cost
in the Historical Financial Information approximate their fair values at the end of each reporting period based on discounted cash flow
analysis.
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APPENDIX I ACCOUNTANTS’ REPORT
Some of the Group’s financial assets are measured at fair value at the end of each reporting period. The following table gives information
about how the fair values of these financial assets are determined (in particular, the valuation technique(s) and inputs used), as well as the
level of the fair value hierarchy into which the fair value measurements are categorized (Levels 1 to 3) based on the degree to which the inputs
to the fair value measurements is observable.
Level 1 Level 2 Level 3 Total
RMB’000 RMB’000 RMB’000 RMB’000
At December 31, 2022
Equity instruments at FVTOCI ................................................. 141,122 – 20,000 161,122
At December 31, 2023
Equity instruments at FVTOCI ................................................. 158,789 – 27,557 186,346
Financial assets at FVTPL ..................................................... – – 60,245 60,245
158,789 – 87,802 246,591
At December 31, 2024
Equity instruments at FVTOCI ................................................. 145,964 – 29,879 175,843
Financial assets at FVTPL ..................................................... – – 145,169 145,169
145,964 – 175,048 321,012
At September 30, 2025
Equity instruments at FVTOCI ................................................. 107,626 – 17,780 125,406
Financial assets at FVTPL ..................................................... – – 120,000 120,000
107,626 – 137,780 245,406
The following table presents the changes in level 3 instruments of equity instruments at FVTOCI and financial assets at FVTPL as at
December 31, 2022, 2023 and 2024 and September 30, 2025.
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
FVTOCI (Note (i))
At the beginning of the year/period ........................................ 20,000 20,000 27,557 29,879
Additions ............................................................ – 11,479 – –
Changes in fair value ................................................... – (3,922) 2,322 2,971
Disposals ............................................................ – – – (15,070)
At the end of the year/period ............................................. 20,000 27,557 29,879 17,780
FVTPL (Note (ii))
At the beginning of the year/period ........................................ – – 60,245 145,169
Additions ............................................................ 80,000 260,000 2,141,000 1,125,000
Disposals ............................................................ (80,093) (200,345) (2,062,406) (1,152,913)
Changes in fair value ................................................... 9 3 5 9 0 6,330 2,744
At the end of the year/period ............................................. – 60,245 145,169 120,000
Notes:
(i) The fair values of equity instruments at FVTOCI as at December 31, 2022, 2023 and 2024 and September 30, 2025 have been
arrived at on the basis of a valuation carried out on the respective dates by Jones Lang LaSalle Corporate Appraisal and Advisory
Limited, an independent qualified professional valuer not connected to the Group.
RMB’000 Valuation Techniques
Key unobservable input(s)
Relationship of unobservable
inputs to fair values
Discount for lack
of marketability
(“DLOM”)
Price-to-book
value (“P/B”)
Financial assets
Unlisted equity instruments at
FVTOCI
At December 31, 2022 ......... 20,000 Adjusted recent
transaction
N/A 1.00 An increase in DLOM used would
result in a decrease in the fair value
measurement of the unlisted equity
instruments, and vice versa.
An increase in P/B used would result
in an increase in the fair value
measurement of the unlisted equity
instruments, and vice versa.
At December 31, 2023 ......... 20,000 Market approach 15.70% 0.71
At December 31, 2024 ......... 20,000 Market approach 15.60% 0.79
At September 30, 2025 ........ 17,780 Market approach 15.60% 0.54
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APPENDIX I ACCOUNTANTS’ REPORT
RMB’000 Valuation Techniques
Key unobservable input(s)
Relationship of unobservable
inputs to fair values
Discount for lack
of marketability
(“DLOM”)
EV/EBITDA
Ratio
Financial assets
Equity investments listed in
NEEQ at FVTOCI
At December 31, 2023 ........ 7,557 Market approach 15.70% 8.10 An increase in DLOM used would
result in a decrease in the fair value
measurement of the equity
investments listed in NEEQ, and vice
versa.
An increase in EV/EBITDA ratio
used would result in an increase in
the fair value measurement of the
equity investments listed in NEEQ,
and vice versa.At December 31, 2024 ........ 9,879 Market approach 15.60% 9.04
(ii) As at December 31, 2022, 2023 and 2024 and September 30, 2025, the fair value of financial assets at FVTPL amounting to nil,
RMB60,245,000, RMB145,169,000 and RMB120,000,000, respectively, is determined by the spot rate quoted by the issuer of the
financial products. These wealth management products are structured fixed deposits with financial institutions with maturities within one
year. Details are disclosed in note 22.
If the fair values of the financial assets at FVTPL held by the Group had been 5% higher/lower, the profit before taxation for the
years ended December 31, 2022, 2023, 2024 and the nine months ended September 30, 2025 would have been approximately nil,
RMB3,012,000, RMB7,258,000 and RMB6,000,000, higher/lower respectively.
There were no transfers between level 1, 2 and 3 of fair value hierarchy classifications during the years ended December 31, 2022,
2023 and 2024 and the nine months ended September 30, 2025.
38. RECONCILIATION OF LIABILITIES GENERATED FROM FINANCING ACTIVITIES
The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash changes. Liabilities
arising from financing activities are liabilities for which cash flows were, or future cash flows will be, classified in the Group’s consolidated
statements of cash flows as cash flows from financing activities:
Bank and other
borrowings
Lease
liabilities
Other
payables
RMB’000 RMB’000 RMB’000
At January 1, 2022 .............................................................. 2,219,865 35,467 –
Net financing cash flows ........................................................... (417,227) (126,073) –
Non-cash transactions
Finance cost recognized ........................................................... 84,308 1,239 –
New leases entered ............................................................... – 146,728 –
Early termination of lease .......................................................... – (3,716) –
Exchange re-alignment ............................................................ – 2 7 0 –
At December 31, 2022 and January 1, 2023 .......................................... 1,886,946 53,915 –
Net financing cash flows ........................................................... (265,386) (18,225) –
Non-cash transactions
Finance cost recognized ........................................................... 61,005 2,150 –
New leases entered ............................................................... – 2 2 –
Early termination of lease .......................................................... – (622) –
Exchange re-alignment ............................................................ – 3 5 –
At December 31, 2023 and January 1, 2024 .......................................... 1,682,565 37,275 –
Net financing cash flows ........................................................... (56,102) (44,236) –
Non-cash transactions
Finance cost recognized ........................................................... 49,462 7,079 –
New leases entered ............................................................... – 172,781 –
Lease modification ............................................................... – 53,547 –
Exchange re-alignment ............................................................ – (56) ––I - 8 9–


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APPENDIX I ACCOUNTANTS’ REPORT
Bank and other
borrowings
Lease
liabilities
Other
payables
RMB’000 RMB’000 RMB’000
At December 31, 2024 and January 1, 2025 .......................................... 1,675,925 226,390 –
Net financing cash flows ........................................................... 606,918 (276,594) (9,753)
Non-cash transactions
Finance cost recognized ........................................................... 29,511 6,652 –
New leases entered ............................................................... – 260,130 –
Lease modification ............................................................... – 8 5 4 –
Deferred and accrued listing expenses ................................................ – – 13,606
Exchange re-alignment ............................................................ – 7 1 1 –
At September 30, 2025 ........................................................... 2,312,354 218,143 3,853
39. RELATED PARTY TRANSACTIONS
The following significant transactions were carried out between the Group and its related parties during the Track Record Period. In the
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.
(a) Name and relationship with related parties
The following companies are related parties of the Group that had balances and/or transactions with the Group during the Track Record
Period.
Name of related parties Relationship with the Group
Heqiwor Associate of the Company
Fujiawor Associate of the Company
(b) Significant related party transactions
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Rental income from:
Heqiwor ......................................................... 2 3 2 3 2 3 1 7 1 7
Fujiawor ......................................................... 2 3 2 3 2 3 1 7 1 7
46 46 46 34 34
(c) Significant balances with related parties
As disclosed in the consolidated statements of financial position, the Group had outstanding balances with related parties at
December 31, 2022, 2023 and 2024 and September 30, 2025 as follows:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade and other receivables from (Note (i))
Heqiwor ................................................................ – – 6 –
Fujiawor ................................................................ – – 6 –
– – 12 –
Note:
(i) The balances with related parties are trade in nature, unsecured, interest-free and repayable on demand.
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APPENDIX I ACCOUNTANTS’ REPORT
(d) Key management personnel compensations
The remuneration of directors and other members of key management during the year/period was as follows:
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Short-term employee benefits ......................................... 10,396 10,563 11,282 8,485 10,613
Retirement benefit expense ........................................... 3 5 7 3 0 3 3 1 2 3 1 0 3 4 3
Equity-settled share-based payments ................................... – 2 2 2 1 ( 3 ) 1,068
10,753 10,888 11,615 8,792 12,024
40. NON-WHOLLY OWNED SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS
The table below shows details of non-wholly owned subsidiaries of the Group that have material non-controlling interests:
Name of
entities
Proportion of ownership interests and voting
rights held by non-controlling interests Profit allocated to non-controlling interests Accumulated non-controlling interest
As at December 31,
As at
September 30, Year ended December 31,
Nine months
ended
September 30, As at December 31,
As at
September 30,
2022 2023 2024 2025 2022 2023 2024 2025 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Shanghai
Keter
New
Materials 21.24% 21.24% 21.24% 21.24% 11,991 11,336 12,135 7,538 51,386 62,773 74,908 82,446
CYG
Electronics
(Group)
(note) 25.00% 25.00% 25.00% 0% 16,427 23,923 31,137 23,496 270,494 294,453 325,590 N/A
Shenzhen
Woer
New
Energy
Electric
Technology 23.39% 23.29% 23.29% 23.29% 13,624 15,837 20,956 18,265 34,365 74,134 94,780 109,661
Note: In September 2025, the Group acquired additional equity interests in CYG Electronics (Group) and the Group’s effective equity
interests in CYG Electronics (Group) increased from 75% to 100%.
Summarized financial information in respect of Shanghai Keter New Materials is set out below. The summarized financial information
below represents amounts before intragroup eliminations.
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets ......................................................... 278,995 356,258 444,053 421,473
Non-current assets ...................................................... 181,760 190,387 326,907 354,953
Current liabilities ...................................................... (172,429) (210,678) (289,585) (263,113)
Non-current liabilities ................................................... (46,398) (40,425) (128,701) (125,149)
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Revenue ...................................................... 317,883 385,452 506,301 357,603 355,987
Total expense .................................................. (261,426) (332,079) (449,169) (313,932) (320,497)
Profit and total comprehensive income for the year/period ............... 56,457 53,373 57,132 43,671 35,490
Net cash flows from operating activities ............................. 50,538 16,795 25,113 11,245 7,528
Net cash flows used in investing activities ........................... (86,957) (14,165) (7,781) (7,503) (3,215)
Net cash flows generated from/(used in) financing activities ............. 41,889 (18,150) 3,261 (7,066) (13,510)
Net increase/(decrease) in cash and cash equivalents ................... 5,470 (15,520) 20,593 (3,324) (9,197)
–I - 9 1–


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APPENDIX I ACCOUNTANTS’ REPORT
Summarized financial information in respect of CYG Electronics (Group) is set out below. The summarized financial information below
represents amounts before intragroup eliminations.
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets ......................................................... 904,571 989,605 1,206,109 N/A
Non-current assets ..................................................... 528,829 514,726 538,427 N/A
Current liabilities ...................................................... (294,040) (268,885) (345,261) N/A
Non-current liabilities .................................................. (57,385) (57,635) (96,915) N/A
Year ended December 31,
Nine months
ended September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Revenue ................................................... 964,846 1,027,333 1,186,578 849,231 605,234
Total expense ............................................... (899,139) (931,640) (1,062,029) (749,244) (511,251)
Profit and total comprehensive income for the year/period ............ 65,707 95,693 124,549 99,987 93,983
Net cash flows from operating activities .......................... 189,339 171,321 94,902 47,611 N/A
Net cash flows used in investing activities ........................ (62,096) (45,484) (165,481) (251,951) N/A
Net cash flows (used in)/from financing activities .................. (28,709) (68,005) 185,009 188,384 N/A
Net increase/(decrease) in cash and cash equivalents ................ 98,534 57,832 114,430 (15,956) N/A
Summarized financial information in respect of Shenzhen Woer New Energy Electric Technology is set out below. The summarized
financial information below represents amounts before intragroup eliminations.
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current assets .......................................................... 439,870 543,622 688,186 773,090
Non-current assets ...................................................... 26,539 73,526 134,239 172,680
Current liabilities ....................................................... (316,624) (251,096) (372,323) (444,656)
Non-current liabilities ................................................... (2,863) (47,742) (43,148) (30,262)
Year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(unaudited)
Revenue ...................................................... 528,715 712,621 893,470 564,334 806,806
Total expense .................................................. (470,469) (644,623) (803,490) (510,825) (728,380)
Profit and total comprehensive income for the year/period ............... 58,246 67,998 89,980 53,509 78,426
Net cash flows from/(used in) operating activities ..................... 26,918 (123,982) 61,611 23,225 (8,363)
Net cash flows used in investing activities ........................... (8,963) (21,811) (33,277) (32,460) (13,173)
Net cash flows (used in)/from financing activities ..................... (15,328) 151,342 9,812 9,918 (13,745)
Net increase/(decrease) in cash and cash equivalents ................... 2,627 5,549 38,146 683 (35,281)
41. PLEDGE OF ASSETS
The Group’s bank borrowings had been secured by the Group’s assets and the carrying amounts of the respective assets are as follows:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Property, plant and equipment ............................................... 368,427 354,836 409,796 468,708
Right-of-use assets ........................................................ 53,162 51,850 54,615 96,547
Trade and other receivables ................................................. 85,173 387,812 349,196 361,584
Pledge bank deposits ...................................................... 64,721 62,140 59,489 32,989
571,483 856,638 873,096 959,828
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APPENDIX I ACCOUNTANTS’ REPORT
The Company’s bank borrowings had been secured by the Company’s assets and the carrying amounts of the respective assets are as
follows:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Property, plant and equipment ............................................... 186,146 180,635 121,743 125,916
Right-of-use asset ........................................................ 22,931 22,290 – 17,082
Trade and other receivables ................................................. 11,526 54,431 79,069 75,188
Pledge bank deposits ...................................................... 33,109 17,354 16,491 23,991
253,712 274,710 217,303 242,177
As at December 31, 2022, bank borrowings were secured by 75% of equity of a subsidiary with a carrying amount of interests in
subsidiaries of RMB1,192,500,000.
42. OPERATING LEASING ARRANGEMENTS
All of the properties held for rental purposes have committed lessees for the next 3 years to 12 years.
Undiscounted lease payments receivable on leases are as follows:
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within one year ........................................................... 1,515 1,448 3,877 3,920
In the second year ......................................................... 1,448 1,265 3,812 3,973
In the third year ........................................................... 1,265 1,201 3,756 2,929
In the fourth year .......................................................... 1,201 900 2,828 2,911
In the fifth year ........................................................... 9 0 0 – 2,821 2,877
After five years ........................................................... – – 19,101 16,876
6,329 4,814 36,195 33,486
43. ACQUISITION OF ASSETS THROUGH ACQUISITION OF SUBSIDIARIES
(a) Acquisition of Shanghai Ricoro Film Co., Ltd. (“Shanghai Ricoro”)
On August 8, 2022, a partially owned subsidiary, Surgwave Electronics (Shanghai) Co., Ltd. entered in an agreement with two
independent third parties to acquire 100% equity interest of Shanghai Ricoro at a consideration of RMB73,380,000. The fair value of the
consideration was amounted to RMB73,380,000 as at the date of acquisition.
Shanghai Ricoro is an investment holding company incorporated in PRC which own buildings erected on leasehold land in the PRC of
which the land use rights will legally expire in 2055. These buildings were built on the piece of leasehold land.
The Group elected to apply the optional concentration test in accordance with IFRS 3 “Business Combinations” and concluded that the
land and buildings are considered as single identified asset.
Consequently, the Group determined that substantially all of the fair value of the gross assets acquired is concentrated in a single
identified asset and concluded that the acquired set of activities and assets is not a business.
RMB’000
Assets recognized at the date of acquisition
Property, plant and equipment ............................................................................. 73,380
Net cash outflow arising on acquisition of Shanghai Ricoro
RMB’000
Consideration paid in cash ................................................................................ 73,380
Less: cash and cash equivalents acquired .................................................................... –
73,380
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APPENDIX I ACCOUNTANTS’ REPORT
(b) Acquisition of Guizhou Huier
On May 16, 2025, a wholly owned subsidiary, WOER HEAT-SHRINKABLE entered into an agreement with an independent third party
to acquire 21.51% equity interest of “Guizhou Huier” at a consideration of RMB3,000,000, resulting an increase in shareholding from 49.10%
to 70.61%. The fair value of the consideration was amounted to RMB3,000,000 as at the date of acquisition.
Guizhou Huier is principally engaged in research and development, production and sales of flame retardants incorporated in the PRC of
which the land use rights will legally expire in 2069. The acquisition was determined by the Directors to be the acquisition of assets and
liabilities through acquisition of a subsidiary rather than a business combination as the assets acquired and liabilities assumed did not
constitute a business as defined under IFRS 3 “ Business Combinations”.
RMB’000
Assets recognized at the date of acquisition
Property, plant and equipment ............................................................................. 8,078
Right-of-use asset ...................................................................................... 4,291
Cash and cash equivalents ................................................................................ 8 7 5
Prepayment and other receivables .......................................................................... 2,767
Trade and other payables ................................................................................. (2,061)
Net assets ............................................................................................. 13,950
Non-controlling interests ................................................................................. (4,100)
Fair value of interests transferred from interests in associates .................................................... (6,850)
Total consideration ..................................................................................... 3,000
RMB’000
Net cash outflow arising on acquisition of Guizhou Huier
Consideration paid in cash ................................................................................ 3,000
Less: cash and cash equivalents acquired .................................................................... (875)
2,125
44. TRANSACTION WITH NON-CONTROLLING INTERESTS
(a) Deemed partial disposal of interests in subsidiary without losing control
LTK Electric
During the year ended December 31, 2022, LTK Electric, an indirectly wholly owned subsidiary of the Company, entered into a capital
injection agreement with a company owned by the founder member of the Company, Mr. Zhou Heping, and a director of the Company,
Ms. Yi Huarong, and three partnerships corporates owned by certain employees of the Group (“Purchasers A”) (“Agreement A”). Pursuant to
Agreement A, Purchasers A agreed to contribute RMB69,774,000 to LTK Electric for 7.11% equity interests of LTK Electric. After that, the
Group’s effective interests in LTK Electric were diluted from 100% to 92.89%. As a result, the Group recognized an increase in
non-controlling interests of approximately RMB53,383,000 and increase in equity attributable to owners of the Company of approximately
RMB16,391,000.
During the year ended December 31, 2023, LTK Electric entered into a capital injection agreement with three partnerships corporates
owned by certain employees of LTK Electric (“Purchasers B”) (“Agreement B”). Pursuant to Agreement B, Purchasers B agreed to contribute
RMB19,142,000 to LTK Electric for 1.96% equity interests of LTK Electric. After that, the Group’s effective interests in LTK Electric were
diluted from 92.89% to 90.93%. As a result, the Group recognized an increase in non-controlling interests of approximately RMB16,882,000
and increase in equity attributable to owners of the Company of approximately RMB2,260,000.
Year ended December 31,
2022 2023
RMB’000 RMB’000
Carrying amount of equity interests obtained by non-controlling interests ................................ (53,383) (16,882)
Capital contributed by non-controlling interests ..................................................... 69,774 19,142
Excess of consideration received recognized within equity ............................................ 16,391 2,260
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APPENDIX I ACCOUNTANTS’ REPORT
(b) Acquisition of additional interests in subsidiaries without change in control
Shenzhen Woer New Energy Electric Technology
During the year ended December 31, 2023, the Company, two independent third parties (“Purchasers C”) and Shenzhen Woer New
Energy Electric Technology, a directly non-wholly owned subsidiary of the Company, entered into capital injection agreement. Pursuant to
the agreement, the Company and the Purchasers C agreed to contribute RMB80,000,000 and RMB23,389,000 to Shenzhen Woer New Energy
Electric Technology for the equity interests of 10.13% and 2.96% of Shenzhen Woer New Energy Electric Technology, respectively. After
that, the Group’s effective equity interests in Shenzhen Woer New Energy Electric Technology from 76.61% to 76.71%. As a result, the
Group recognized an increase in non-controlling interests of RMB23,866,000 and decrease in equity attributable to owners of the Group of
RMB477,000.
Year ended December 31,
2023
RMB’000
Carrying amount of equity interests obtained by non-controlling interests ................................ (23,866)
Capital contributed by non-controlling interests ..................................................... 23,389
Excess of consideration received recognized within equity ............................................ (477)
LTK Electric
During the year ended December 31, 2024, the Group acquired additional equity interest of 3.39% of LTK Electric at a consideration of
approximately RMB32,566,000 from six partnerships corporate, which owned by certain employees of LTK Electric. After that, the Group’s
effective equity interests in LTK Electric increased from 90.93% to 94.32%. The carrying amount of the non-controlling interests in this
subsidiary on the date of acquisition was approximately RMB30,317,000. The Group recognized a decrease in non-controlling interests of
RMB30,317,000 and decrease in equity attributable to owners of the Company of RMB2,249,000.
Year ended December 31,
2024
RMB’000
Carrying amount of non-controlling interests acquired ............................................... 30,317
Consideration paid to non-controlling interests ..................................................... (32,566)
Deficit of consideration received recognized within equity ............................................ (2,249)
CYG Electronics (Group)
During the nine months ended September 30, 2025, the Group acquired additional equity interest of 25% CYG Electronics (Group) at a
consideration of approximately RMB340,000,000 from an non-controlling shareholder of CYG Electronics (Group). After that, the Group’s
effective equity interests in CYG Electronics (Group) increased from 75% to 100%. The carrying amount of the non-controlling interests in
this subsidiary on the date of acquisition was approximately RMB348,970,000. The Group recognized a decrease in non-controlling interests
of approximately RMB348,970,000 and an increase in equity attributable to owners of the Company of approximately RMB8,970,000.
Nine months ended September 30,
2025
RMB’000
Carrying amount of non-controlling interests acquired .......................................... 348,970
Consideration paid to non-controlling interests ................................................ (340,000)
Deficit of consideration paid recognized within equity .......................................... 8,970
Huizhou Dingding Special Cable Co., Ltd.
During the nine months ended September 30, 2025, the Company entered into capital injection agreement with Huizhou Dingding
Special Cable Co., Ltd., wholly owned subsidiaries of LTK Electric, pursuant to which the Company, agreed to contribute approximately
RMB34,000,000 to Huizhou Dingding Special Cable Co., Ltd., for the equity interests of 97.14% of Huizhou Dingding Special Cable Co.,
Ltd.. After that, the Group’s effective equity interests in Huizhou Dingding Special Cable Co., Ltd. increased from 94.32% to 99.84%. The
Group recognized increase in non-controlling interest of approximately RMB49,000 and decrease in equity attributable to owners of the
Company of approximately RMB49,000.
Huizhou Dingding Technology Co., Ltd.
During the nine months ended September 30, 2025, the Company entered into capital injection agreement with Huizhou Dingding
Technology Co., Ltd., wholly owned subsidiaries of LTK Electric, pursuant to which the Company, agreed to contribute approximately
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APPENDIX I ACCOUNTANTS’ REPORT
RMB34,000,000 to Huizhou Dingding Technology Co., Ltd., for the equity interests of 97.14% of Huizhou Dingding Technology Co., Ltd..
After that, the Group’s effective equity interests in Huizhou Dingding Technology Co., Ltd. increased from 94.32% to 99.84%. The Group
recognized increase in non-controlling interest of approximately RMB48,000 and decrease in equity attributable to owners of the Company of
approximately RMB48,000.
Guizhou Huier
During the nine months ended September 30, 2025, WOER HEAT-SHRINKABLE, a wholly owned subsidiary of the Company,
acquired additional equity interests in Guizhou Huier for a consideration of approximately RMB4,100,000 from an non-controlling
shareholder of Guizhou Huier. After that, the Group’s effective equity interests in Guizhou Huier increased from 70.61% to 100%.
45. INFORMATION OF SUPPLIER FINANCE ARRANGEMENTS
The Group
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount of the financial liabilities that are subject to supplier finance
arrangements
Presented as part of “Bank and other borrowings” (note 28) ...................... 94,482 18,653 51,049 40,486
- Of which suppliers have already received payment from the finance provider ..... 94,482 18,653 51,049 40,486
The Company
As at December 31,
As at
September 30,
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount of financial liabilities that are subject to supplier finance
arrangements
Presented as part of “Bank and other borrowings” (note 28) ...................... 89,543 16,408 51,049 32,512
- Of which suppliers have already received payment from the finance provider ..... 89,543 16,408 51,049 32,512
As at December 31,
As at
September 30,
2022 2023 2024 2025
Days Days Days Days
Range of payment due dates
For liabilities that are part of “Bank and other borrowings”
- Liabilities that are part of supplier finance arrangements ........................ 90-360 90-360 180-360 90-365
- Comparable trade payables that are not part of supplier finance arrangement ........ 3 0 - 9 0 3 0 - 9 0 3 0 - 9 0 30-90
Changes in liabilities that are subject to supplier finance arrangements are primarily attributable to additions resulting from purchases of
goods and services and subsequent cash settlements. During the years ended December 31, 2022, 2023 and 2024 and the nine months ended
September 30, 2025, borrowings under supplier finance arrangement of RMB112,826,000, RMB38,553,000, RMB57,851,000 and
RMB46,305,000, respectively, represent the payments to the suppliers by the relevant banks directly.
46. MAJOR NON-CASH TRANSACTIONS
During the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, the Group endorsed bills
receivables of RMB224,682,000, RMB226,393,000, RMB277,516,000 and RMB327,426,000 to settle trade and other payables.
47. SUBSEQUENT EVENT
There were no significant events after September 30, 2025 and up to date of this report.
48. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of its subsidiaries in respect of any period
subsequent to September 30, 2025.
–I - 9 6–


--- page 402 ---
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
The information set forth in this appendix does not form part of the Accountants’ Report prepared by Moore
CPA Limited, Certified Public Accountants, Hong Kong, the reporting accountants of our Company, as set forth
in Appendix I to this prospectus, and is included herein for illustrative purposes only.
The unaudited pro forma financial information should be read in conjunction with the section headed
‘‘Financial Information’’ in this prospectus and the Accountants’ Report set 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 has been prepared
in accordance with Rule 4.29 of the Hong Kong Listing Rules and with reference to Accounting Guideline 7
‘‘Preparation of Pro Forma Financial Information for inclusion in Investment Circulars’’ issued by the Hong
Kong Institute of Certified Public Accountants for illustration purposes only, and is set out here to illustrate the
effect of the Global Offering on the consolidated net tangible assets of the Group attributable to owners of the
Company as of September 30, 2025 as if it had taken place on September 30, 2025.
The unaudited pro forma statement of adjusted consolidated net tangible assets has been prepared for
illustrative purposes only and because of its hypothetical nature, it may not give a true picture of the consolidated
net tangible assets of the Group attributable to owners of the Company had the Global Offering been completed
as of September 30, 2025 or any future dates. It is prepared based on the consolidated net tangible assets of the
Group attributable to owners of the Company as of September 30, 2025 as shown in the Accountants’ Report as
set out in Appendix I to this prospectus, and adjusted as described below. The unaudited pro forma adjusted
consolidated net tangible assets does not form part of the Accountants’ Report as set out in Appendix I to this
prospectus.
Consolidated
net tangible
assets of the
Group attributable
to owners of the
Company as of
September 30,
2025
Estimated net
proceeds from
the Global
Offering
Unaudited
pro forma
adjusted
consolidated
net tangible assets
of the Group
attributable to
owners of the
Company as of
September 30, 2025
Unaudited
pro forma
adjusted
consolidated
net tangible assets
of the Group
attributable to
owners of the
Company as of
September 30,
2025
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$20.09 per
Share ........................... 5,457,233 2,441,066 7,898,299 5.70 6.38
Notes:
(1) The consolidated net tangible assets of the Group attributable to owners of the Company as of
September 30, 2025 is extracted from ‘‘Appendix I—Accountants’ Report’’ to the prospectus, which is
based on the audited consolidated net assets of the Group attributable to owners of the Company as of
September 30, 2025 of approximately RMB6,173,520,000 less goodwill of approximately RMB694,828,000
and intangible assets of approximately RMB21,459,000 as of September 30, 2025.
(2) The estimated net proceeds from the Global Offering are based on the 139,988,800 Offer Shares at HK$20.09 per
Offer Share, after deduction of the underwriting fees and other related expenses payable by the Group (excluding the
listing expenses that have been charged to profit or loss during the Track Record Period). The estimated net proceeds
from the Global Offering are converted from Hong Kong dollars into Renminbi at an exchange rate of HK$1.12 to
– IIA-1 –


--- page 403 ---
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
RMB1, which was the exchange rate prevailing on January 27, 2026. No representation is made that
Renminbi amounts have been, could have been or could be converted to Hong Kong dollars, or vice versa,
at that rate.
(3) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the
Company per Share is calculated based on 1,386,322,362 Shares (excluding treasury shares) in issue
immediately following the completion of the Global Offering had it been completed as of September 30,
2025.
(4) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners to
owners of the Company per Share is converted from RMB into Hong Kong dollars at an exchange rate of
HK$1.12 to RMB1. No representation is made that Renminbi amounts have been, could have been or could
be converted to Hong Kong dollars, or vice versa, at that rate.
(5) No adjustment has been made to the unaudited pro forma adjusted net tangible assets of the Group
attributable to owners of the Company to reflect any trading results or other transactions of the Group
entered into subsequent to September 30, 2025.
– IIA-2 –


--- page 404 ---
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following is the text of a report received from the Company’s reporting accountants, Moore CPA
Limited, Certified Public Accountants, Hong Kong, for the purpose for inclusion in this prospectus.
To the Directors of Shenzhen Woer Heat-Shrinkable Material Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited pro forma financial
information of Shenzhen Woer Heat-Shrinkable Material Co., Ltd. (the ‘‘ Company’’) and its subsidiaries
(hereinafter collectively referred to as the ‘‘ Group’’) by the directors of the Company (the ‘‘ Directors’’) for
illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma
statement of adjusted consolidated net tangible assets as at September 30, 2025, and related notes (the
‘‘Unaudited Pro Forma Financial Information ’’) as set out on pages IIA-1 to IIA-2 of Appendix IIA to the
prospectus dated February 5, 2026 issued by the Company (the “ Prospectus”), in connection with the proposed
initial public offering of the shares of the Company. The applicable criteria on the basis of which the Directors
have compiled the Unaudited Pro Forma Financial Information are described in notes thereto.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate the impact
of the proposed initial public offering on the Group’s financial position as at September 30, 2025 as if the
transaction had taken place at September 30, 2025. As part of this process, information about the Group’s
financial position as at September 30, 2025 has been extracted by the Directors from the Group’s historical
financial information for each of the three years ended December 31, 2024 and the nine months ended
September 30, 2025, on which an accountants’ report set out in Appendix I to the Prospectus has been published.
Directors’ Responsibilities for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance
with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (the ‘‘ Listing Rules ’’) and with reference to Accounting Guideline 7 “Preparation of Pro Forma
Financial Information for Inclusion in Investment Circulars” (‘‘ AG 7 ’’) issued by the Hong Kong Institute of
Certified Public Accountants (the ‘‘ HKICPA’’).
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the “Code of Ethics for
Professional Accountants” issued by the HKICPA, which is founded on fundamental principles of integrity,
objectivity, professional competence and due care, confidentiality and professional behavior. Our firm applies
Hong Kong Standard on Quality Management (HKSQM) 1, “Quality Management for Firms that Perform Audits
or Reviews of Financial Statements, or Other Assurance or Related Services Engagements” issued by the
HKICPA, which requires the firm to design, implement and operate a system of quality management including
policies or procedures regarding compliance with ethical requirements, professional standards and applicable
legal and regulatory requirements.
– IIA-3 –


--- page 405 ---
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
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 accountants plan and perform
procedures to obtain reasonable assurance about whether the Directors have compiled the Unaudited Pro Forma
Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued
by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on
any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have
we, in the course of this engagement, performed an audit or review of the financial information used in compiling
the Unaudited Pro Forma Financial Information.
The purpose of the Unaudited Pro Forma Financial Information included in the Prospectus is solely to
illustrate the impact of the event or transaction on unadjusted financial information of the Group as if the event
had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration.
Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at
September 30, 2025 would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information
has been properly compiled on the basis of the applicable criteria involves performing procedures to assess
whether the applicable criteria used by the Directors in the compilation of the Unaudited Pro Forma Financial
Information provide a reasonable basis for presenting the significant effects directly attributable to the event or
transaction, and to obtain sufficient appropriate evidence about whether:
• the related pro forma adjustments give appropriate effect to those criteria; and
• the Unaudited Pro forma Financial Information reflects the proper application of those adjustments to
the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to the reporting
accountants’ understanding of the nature of the Group, the event or transaction in respect of which the Unaudited
Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial
Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
– IIA-4 –


--- page 406 ---
APPENDIX IIA UNAUDITED PRO FORMA FINANCIAL INFORMATION
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as
disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Moore CPA Limited
Certified Public Accountants
Hong Kong, February 5, 2026
– IIA-5 –


--- page 407 ---
APPENDIX IIB PROFIT ESITMATE FOR YEAR ENDED DECEMBER 31, 2025
The estimated consolidated profit attributable to owners of our Company for the year ended December 31,
2025 is set in “Financial Information-Profit estimate for the year ended December 31, 2025’ in this prospectus.
A. BASES
Our Directors have prepared the estimate of the consolidated profit attributable to owners of our Company
for the year ended December 31, 2025 (the “ Profit Estimate”) on the basis of (i) the audited consolidated results
of our Group for the nine months ended September 30, 2025; and (ii) the unaudited consolidated results of our
Group for the three months ended December 31, 2025 based on the management accounts of our Group.
The Profit Estimate has been prepared on the basis of the accounting policies consistent in all material
respects with those currently adopted by our Group as summarized in the Accountants’ Report as set in Appendix
I to this prospectus.
B. PROFIT ESTIMATE FOR THE YEAR ENDED DECEMBER 31, 2025
On the basis set out in Appendix IIB to this prospectus, and in the absence of unforeseen circumstances, we
estimate that our unaudited consolidated profit attributable to owners of our Company for the year ended
December 31, 2025 is as follows:
Estimated consolidated profit attributable
to owners of our Company Not less than RMB1.1billion
C. LETTER FROM THE REPORTING ACCOUNTANTS
The following is the text of a letter, prepared for the inclusion in this prospectus, received from our
Company’s reporting accountants, Moore CPA Limited, Certified Public Accountants, Hong Kong, in connection
with the estimate of the consolidated profit attributable to owners of our Company for the year ended
December 31, 2025.
February 5, 2026
The Board of Directors
Shenzhen Woer Heat-Shrinkable Material Co., Ltd.
China Securities (International) Corporate Finance Company Limited
China Merchants Securities (HK) Co., Limited
Dear Sirs,
Shenzhen Woer Heat-Shrinkable Material Co., Ltd. (“the Company”)
Profit estimate for the year ended December 31, 2025
We refer to the estimate of the consolidated profit attributable to owners of the Company for the year ended
December 31, 2025 (“the Profit Estimate”) set forth in the section headed “Financial Information” in the
prospectus of the Company dated February 5, 2026 (the “Prospectus”).
– IIB-1 –


--- page 408 ---
APPENDIX IIB PROFIT ESITMATE FOR YEAR ENDED DECEMBER 31, 2025
Directors’ Responsibilities
The Profit Estimate has been prepared by the directors of the Company based on the audited consolidated
results of the Company and its subsidiaries (collectively referred to as “the Group”) for the nine months ended
September 30, 2025 and the unaudited consolidated results based on the management accounts of the Group for
the three months ended December 31, 2025.
The Company’s directors are solely responsible for the Profit Estimate.
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the Code of Ethics for
Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”),
which is founded on fundamental principles of integrity, objectivity, professional competence and due care,
confidentiality and professional behavior.
Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1 “ Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services
Engagements” issued by the HKICPA, which requires the firm to design, implement and operate a system of
quality management including policies or procedures regarding compliance with ethical requirements,
professional standards and applicable legal and regulatory requirements.
Reporting Accountants’ Responsibilities
Our responsibility is to express an opinion on the accounting policies and calculations of the Profit Estimate
based on our procedures.
We conducted our engagement in accordance with Hong Kong Standard on Investment Circular Reporting
Engagements 500 “ Reporting on Profit Forecasts, Statements of Sufficiency of Working Capital and Statements
of Indebtedness ” and with reference to Hong Kong Standard on Assurance Engagements 3000 (Revised)
“Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ” issued by the
HKICPA. Those standards require that we plan and perform our work to obtain reasonable assurance as to
whether, so far as the accounting policies and calculations are concerned, the Company’s directors have properly
compiled the Profit Estimate in accordance with the bases adopted by the directors and as to whether the Profit
Estimate is presented on a basis consistent in all material respects with the accounting policies normally adopted
by the Group. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong
Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion.
Opinion
In our opinion, so far as the accounting policies and calculations are concerned, the Profit Estimate has been
properly compiled in accordance with the bases adopted by the directors as set out in Appendix IIB of the
Prospectus and is presented on a basis consistent in all material respects with the accounting policies normally
adopted by the Group as set out in our accountants’ report dated February 5, 2026, the text of which is set out in
Appendix I of the Prospectus.
Yours faithfully,
Moore CPA Limited
Certified Public Accountants
Hong Kong, February 5, 2026
– IIB-2 –


--- page 409 ---
APPENDIX IIB PROFIT ESITMATE FOR YEAR ENDED DECEMBER 31, 2025
D. LETTER FROM THE JOINT SPONSORS ON PROFIT ESTIMATE
The following is the text of a letter, prepared for the inclusion in this prospectus, received from China
Securities (International) Corporate Finance Company Limited and China Merchants Securities (HK) Co.,
Limited, the Joint Sponsors, in relation to our Group’s profit estimate for the year ended December 31, 2025.
China Securities (International) Corporate Finance
Company Limited
18/F, Two Exchange Square
8 Connaught Place
Central
Hong Kong
China Merchants Securities (HK) Co., Limited
48/F, One Exchange Square
8 Connaught Place
Central
Hong Kong
February 5, 2026
The Directors
Shenzhen Woer Heat-Shrinkable Material Co., Ltd.
Dear Sirs and Madams,
We refer to the estimate of the consolidated profits attributable to the owners of Shenzhen Woer Heat-
Shrinkable Material Co., Ltd. (the “ Company”, together with its subsidiaries, collectively referred to as the
“Group”) for the year ending December 31, 2025 (the “ Profit Estimate ”), for which the directors of the
Company (the “ Directors”) are solely responsible, as set forth in the section headed “Financial Information —
Profit estimate for the year ending December 31, 2025” in the prospectus of the Company dated February 5, 2026
(the “Prospectus”).
The Profit Estimate has been prepared by the Directors based on the audited consolidated results of the
Group for the nine months ended September 30, 2025 and the unaudited consolidated results based on the
management accounts of the Group for the three months ended December 31, 2025.
We have discussed with you the basis and assumptions made by the Directors as set out in Appendix IIA to
the Prospectus, upon which the Profit Estimate has been made. We have also considered the letter dated
February 5, 2026 addressed to you and us from the Company’s reporting accountants, Moore CPA Limited,
regarding the accounting policies and calculations upon which the Profit Estimate has been made.
On the basis of the information comprising the Profit Estimate and on the basis of the accounting policies
and calculations adopted by you and reviewed by Moore CPA Limited, we are of the opinion that the Profit
Estimate, for which you as the Directors are solely responsible, has been made after due and careful enquiry.
For and on behalf of
China Securities (International) Corporate
Finance Company Limited
For and on behalf of
China Merchants Securities (HK) Co., Limited
– IIB-3 –


--- page 410 ---
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
This Appendix mainly provides investors with an overview of the Articles of Association. As the following
information is in summary form, it does not contain all the information that may be important to investors.
SHARE ISSUE
The shares of the Company shall be issued in an open, fair and equal manner. Each share of the same class
shall rank pari passu with each other. Shares of a class in each issuance shall be issued under the same terms and
at the same price. Each of the shares shall be subscribed for at the same price by subscribers.
INCREASE, DECREASE AND REPURCHASE OF SHARES
According to the operation and development needs of the Company, subject to the laws, administrative
regulations and the securities regulatory rules of the place where the Company’s shares are listed, the Company
may increase the capital by the following ways upon approval of resolutions at the Shareholders’ meeting:
(i) Issuance of shares to non-particular targets;
(ii) Issuance of shares to particular targets;
(iii) Distribution of bonus shares to existing shareholders;
(iv) Converting the reserve funds into share capital;
(v) Other means required by the laws, administrative regulations, securities regulatory authority in the
place where the Company’s shares are listed or approved by the securities regulatory authority in the
place where the Company’s shares are listed.
The Company may decrease our registered share capital. The Company’s decrease of registered share
capital shall comply with the procedures stipulated in the PRC Company Law and other relevant provisions and
the Articles of Association.
The Company may, pursuant to requirements of laws, administrative regulations, departmental rules and the
Articles of Association, repurchase its own shares in the following circumstances:
(i) Reduce the Company’s registered capital;
(ii) Merger with other companies which hold our shares;
(iii) Use the shares as an employee stock ownership plan or equity incentive plan;
(iv) Purchase its shares from shareholders, who have voted against the resolutions on the merger or division
of the Company at a Shareholders’ meeting upon their request;
(v) Use of shares for conversion of corporate bonds convertible into shares issued by the Company;
(vi) Necessary for the Company to maintain its value and protect the interests of the shareholders.
Subject to applicable laws and the securities regulatory rules of the place where the Company’s shares are
listed, the Company may repurchase its own shares by one of the following ways under the circumstances (i), (ii)
and (iv) set out above:
a) by way of centralized bidding at stock exchange;
b) by way of offer;
– III-1 –


--- page 411 ---
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
c) other methods recognized by the securities regulatory rules of the place where the Company’s shares
are listed and the securities regulatory authority of the place where the Company’s shares are listed.
If the share repurchase is made under the circumstances stipulated in (iii), (v) or (vi) above, it shall be
conducted by way of open centralized trading.
The Company’s repurchase of it own shares under the circumstances (i) and (ii) set out above shall be
subject to approval at a Shareholders’ meeting. Repurchase of the Company’s shares under the circumstances
(iii), (v) or (vi) set out above shall be approved at the Board meeting attended by more than two thirds of the
directors.
After the Company has repurchased its shares under the foregoing provisions, such shares shall be cancelled
within ten days after repurchase in the circumstance (i), or shall be transferred or cancelled within six months in
the circumstances (ii) and (iv); and in the circumstances (iii), (v) or (vi) set out above, the total number of the
Company’s shares held by the Company shall not exceed 10% of its total issued shares, and shall be transferred
or cancelled within three years.
TRANSFER
Shares of the Company shall be transferred in accordance with laws, administrative regulations, securities
regulatory rules of the place where the Company’s shares are listed and the Articles of Association.
The Directors and senior management personnel of the Company shall notify the Company of their holdings
of shares of same class in the Company and the changes therein. The shares transferrable by them during each
year of their tenures as determined on their appointment shall not exceed 25% of their total holdings of shares of
same class in the Company. The shares in the Company held by them shall not be transferred within one year
from the date on which the Company’s shares are listed for trading. The shares in the Company held by them
shall not be transferred within half a year from their departure from the Company.
Any gains from sale of Company’s shares or other securities with an equity nature by the Directors and
senior management members or shareholders holding over 5% of the Company’s shares within six months after
their purchase of the same, and any gains from the purchase of the shares or other securities with an equity nature
by any of the aforesaid parties within six months after sale of the same shall be disgorged and paid to the
Company, and the Board of Directors of the Company shall be responsible for recovering such gains from the
above mentioned parties. However, a securities company which holds over 5% of the Company’s shares as a
result of its undertaking of the untaken shares in an offer or there are other circumstances stipulated by the
CSRC, sale those Company’s shares shall not be subject to the six-month time limit.
Shares or other securities with the nature of equity held by Directors, senior executives and individual
shareholders as mentioned in the preceding paragraph include shares or other securities with the nature of equity
held by their spouses, parents or children, or held by them by using other people’s accounts.
If the Board of Directors of the Company fails to implement the provisions mentioned above, the
responsible Directors shall bear joint and several liability in accordance with law.
SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS
General Provisions of Shareholders
The Company shall make a register of shareholders on the basis of the certificates provided by the securities
registrar of the place where the Company’s shares are listed. The register of shareholders shall be the sufficient
evidence proving the holding of the shares of the Company by the shareholders. The original register of
shareholders of H Shares listed in Hong Kong is kept in Hong Kong and is available for inspection by
– III-2 –


--- page 412 ---
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
shareholders. Shareholders shall enjoy rights and assume obligations according to the class of shares they hold.
Shareholders holding shares of the same class shall enjoy the same rights and assume the same obligations.
When the Company holds a Shareholders’ meeting, distributes dividends, liquidates and engages in other
acts requiring confirmation of shareholdings, the Board of Directors or the convener of the Shareholders’
meeting shall decide the share register date, and shareholders who registered after market close on the share
register date are entitled to relevant rights and interests.
The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Hong Kong
Listing Rules”) on the period of closure of register of members before the Shareholders’ meeting or the reference
date for the Company’s distribution of dividends shall prevail.
The rights of our shareholders are as follows:
(i) to receive distribution of dividends and other forms of benefits according to the number of shares held;
(ii) to legally require, convene, preside over, participate in or authorize proxies of shareholders to attend
the Shareholders’ meeting and exercise corresponding voting rights;
(iii) to supervise operational activities of the Company, provide suggestions or submit queries;
(iv) to transfer, grant or pledge shares they held according to the provisions of the laws, administrative
regulations and the Articles of Association;
(v) to read the Articles of Association, the list of shareholders, Company bond stubs, Shareholders’
meeting minutes, resolutions of meetings of the Board of Directors, and financial and accounting
reports;
(vi) to participate in the distribution of the remaining assets of the Company according to the proportion of
shares held upon our termination or liquidation;
(vii) to require the Company to acquire the shares from shareholders voting against any resolutions adopted
at the Shareholders’ meeting concerning the merger and division of the Company;
(viii) other rights conferred by laws, administrative regulations, departmental rules, or the Articles of
Association.
Where any shareholder demands to read the relevant information or obtain any of the aforesaid materials,
he/she shall submit to the Company written documents proving the class(es) and number of share he/she holds in
the Company. The Company shall provide the same in accordance with the shareholder’s demand after verifying
the shareholder’s identity.
In the event that any resolution of the Shareholders’ meeting or resolution of the Board of Directors violates
laws or administrative regulations, the shareholder is entitled to request the People’s Court to deem it as invalid.
If the convening procedure or voting method of the Shareholders’ meeting or the Board meeting violates
laws, administrative regulations or the Articles of Association, or the content of the resolution violates the
Articles of Association, the shareholders shall have the right to request the People’s Court to revoke such
resolution within sixty days from the date of the resolution. However, this shall not apply if the convening
procedure or voting method of a Shareholders’ meeting or Board meeting has only minor defects that do not have
a material impact on the resolution.
Where a director or a senior management personnel other than the member of the Audit Committee violates
any laws, administrative regulations or the Articles of Association in the course of performing his or her duties
and thereby causes losses to the Company, the shareholders individually or jointly holding more than 1% of the
– III-3 –


--- page 413 ---
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
Company’s shares for 180 consecutive days or more shall have the right to request, in written form, the Audit
Committee to initiate a legal proceeding in the people’s court. Where a member of the Audit Committee violates
any laws, administrative regulations or the Articles of Association in the course of performing his or her duties
and thereby causes losses to the Company, the aforesaid shareholders may request, in written form, the Board of
Directors to initiate a legal proceeding in the people’s court.
In the event that the Audit Committee and the Board of Directors refuse to initiate legal proceedings upon
receiving the written request from a shareholder, as specified in the preceding paragraph, or fails to initiate such
legal proceedings within 30 days from the date on which such request is received, or in case of emergency where
failure to initiate such proceedings immediately will cause irreparable damage to the Company’s interests,
shareholders mentioned in the preceding paragraph shall have the right to initiate legal proceedings in the
people’s court directly in their own names for the benefit of the Company.
Where the legitimate rights and interests of the Company are damaged and the Company thereby suffers any
loss, the shareholders individually or collectively holding over 1% of the Company’s shares for 180 consecutive
days may initiate a legal proceeding in the people’s court in accordance with the provisions of the preceding two
paragraphs.
Where any director or a senior management personnel damages the shareholders’ interests by violating any
laws, administrative regulations or the Articles of Association, the shareholders may initiate a legal proceeding in
the people’s court.
The obligations of shareholders are as follows:
(i) to abide by laws, administrative regulations and the Articles of Association;
(ii) to provide share capital according to the shares subscribed for and share participation methods;
(iii) not to return shares unless prescribed otherwise in laws and administrative regulations;
(iv) not to abuse shareholders’ rights to infringe upon the interests of the Company or other shareholders;
not to abuse the Company’s status as an independent legal entity or the limited liability of shareholders
to damage the interests of the Company’s creditors;
Any shareholder who abuses shareholders’ rights and causes the Company or other shareholders to suffer a
loss shall be liable for making compensation in accordance with the law.
Any shareholder who abuses the status of the Company as an independent legal entity or the limited liability
of shareholders to evade debts and seriously damages the interests of the Company’s creditors shall assume joint
and several liability for the Company’s debts.
(v) other duties that shall be assumed as stipulated by laws, administrative regulations and the Articles of
Association.
General Provisions for Shareholders’ Meetings
Shareholders’ meeting of the Company comprises all shareholders. The Shareholders’ meeting is the organ
of authority of the Company, which exercises its powers in accordance with laws:
(i) to elect and remove the Directors (other than the employee representatives) and to decide on matters
relating to the remuneration of Directors;
(ii) to examine and approve reports of the Board of Directors;
(iii) to examine and approve the Company’s proposals for profit distribution plans and loss recovery plans;
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(iv) to decide on any increase or decrease of the Company’s registered capital;
(v) to decide on the issuance of bonds by the Company;
(vi) to decide on matters such as merger, division, dissolution and liquidation or change of corporate form
of the Company;
(vii) to amend the Articles of Association;
(viii) resolution on appointment and dismissal of an accounting firm that provides audits for the Company;
(ix) to examine and approve the provision of guarantees stipulated in Article 42 of the Articles of
Association;
(x) to examine matters relating to the purchases and disposals of the Company’s material assets within one
year, which exceed 30% of the Company’s latest audited total assets;
(xi) to examine and approve matters relating to changes in the use of proceeds;
(xii) to examine the equity incentive plans and employee stock ownership plans;
(xiii) to examine other matters as required by the laws, administrative regulations, departmental rules, or the
Articles of Association, which shall be decided by the Shareholders’ meeting.
The Shareholders’ meeting may authorize the Board of Directors to make resolutions on issuance of bonds
by the Company.
Except for otherwise provided by laws, administrative regulations, requirements of the CSRC or the
securities regulatory rules of the place where the Company’s shares are listed, the aforesaid powers of the
Shareholders’ meeting shall not be exercised by the Board of Directors or any other institution or individual on
its behalf upon authorization.
The following acts of external guarantee by the Company shall be submitted to the Shareholders’ meeting
for deliberation and approval:
(i) any guarantee to be provided after the total amount of external guarantees provided by the Company
and its controlling subsidiaries has exceeded 50% of the Company’s net assets as audited in the latest
period;
(ii) any guarantee to be provided after the total amount of external guarantees provided by the Company
and its controlling subsidiaries has exceeded 30% of the Company’s total assets as audited in the latest
period;
(iii) any guarantee to be provided to a party whose ratio of liabilities to assets exceeds 70% as per its most
recent financial statements;
(iv) a single guarantee for an amount of more than 10% of the net assets audited in the latest period;
(v) the guarantee to be provided to a shareholder, or to de facto controller or related party thereof;
(vi) based on the cumulative guarantee amount within latest twelve months, guarantee with a total amount
exceeding 30% of the Company’s total assets audited in the latest period;
(vii) Other guarantees stipulated by the CSRC, stock exchanges or the Articles of Association.
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The following acts of external financial assistance of the Company shall be submitted to the Shareholders’
meeting for deliberation and approval:
(i) any financial assistance to be provided to a party whose ratio of liabilities to assets exceeds 70% as per
its most recent financial statements;
(ii) a single financial assistance or cumulative financial assistance provided within any consecutive 12
months with amount of more than 10% of the Company’s net assets audited in the latest period;
(iii) Other circumstances stipulated by Shenzhen Stock Exchange or the Articles of Association.
The Company shall not provide financial assistance to any Director, senior management personnel,
controlling shareholder, de facto controller and other connected persons.
Where the Company provides financial assistance to other connected persons, it shall submit the same for
consideration at a Shareholders’ meeting and connected shareholders shall abstain from voting on the matter
when it is considered at the Shareholders’ meeting.
Shareholders’ meetings comprise annual Shareholders’ meetings and extraordinary Shareholders’ meetings.
An annual Shareholders’ meeting shall be held once a year and within six months after the end of the prior
accounting year.
The Company shall convene an extraordinary Shareholders’ meeting within two months from the date of the
occurrence of any of the following circumstances:
(i) the number of directors is less than the number provided for in the PRC Company Law or less than
two-thirds of the number prescribed in the Articles of Association;
(ii) the losses of the Company that have not been made up reach one-third of its total share capital;
(iii) such is requested by a shareholder alone or shareholders jointly holding over 10% of the Company’s
voting shares;
(iv) when the Board considers it necessary;
(v) when the Audit Committee proposes that such a meeting shall be held;
(vi) other circumstances as specified by laws, administrative regulations, department rules, securities
regulatory rules of the place where the shares of the Company are listed or the Articles of Association.
Convening of Shareholders’ Meetings
Independent directors shall have the right to propose to the Board of Directors to convene an extraordinary
Shareholders’ meeting and the exercise of such power by the independent directors shall be approved by more
than half of all independent directors. Regarding the proposal requesting to convene an extraordinary
Shareholders’ meeting by independent directors, the Board of Directors shall give a written reply stating its
agreement or disagreement to the convening of the extraordinary Shareholders’ meeting within 10 days after
receiving the proposal in accordance with the laws, administrative regulations and the Articles of Association.
Where the Board of Directors approves the convening of the extraordinary Shareholders’ meeting, it shall
send the notice thereof within 5 days after the said approval resolution of the Board of Directors; otherwise, the
reasons for such disapproval shall be stated and announced.
The Audit Committee shall have the right to propose to the Board of Directors to convene an extraordinary
Shareholders’ meeting and such proposal shall be submitted in writing. The Board of Directors shall give a
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APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
written reply stating its agreement or disagreement to the convening of the extraordinary Shareholders’ meeting
within 10 days after receiving the proposal in accordance with the laws, administrative regulations and the
Articles of Association. If the Board of Directors agrees to convene an extraordinary Shareholders’ meeting, a
notice for convening such meeting shall be issued within 5 days after the date of the resolution of the Board of
Directors and any changes to the original proposal contained in the notice shall be subject to the approval of the
Audit Committee.
If the Board of Directors disagrees to convene the extraordinary Shareholders’ meeting or does not give any
written reply within 10 days after receiving the proposal, the Board of Directors shall be deemed as failing to
perform the duty of convening a Shareholders’ meeting. In such cases, the Audit Committee may convene and
preside over the meeting.
Shareholders individually or jointly holding more than 10% of shares of the Company are entitled to request
the Board of Directors in writing to convene an extraordinary Shareholders’ meeting. The Board of Directors
shall, in accordance with the requirements of laws, administrative regulations and the Articles of Association,
reply with a written opinion to state whether it agrees or disagrees to convene an extraordinary general meeting
within 10 days upon receipt of the request.
If the Board of Directors agrees to convene the extraordinary Shareholders’ meeting, it shall issue a notice
of convening the Shareholders’ meeting within 5 days after the date of the resolution of the Board of Directors.
Any changes made to the original proposal in the notice shall be agreed by the relevant shareholders.
If the Board of Directors disagrees to convene the extraordinary Shareholders’ meeting or does not reply
within 10 days upon receipt of the proposal, shareholders individually or jointly holding more than 10% of the
shares of the Company are entitled to request the Audit Committee in writing to convene an extraordinary
Shareholders’ meeting.
If the Audit Committee agrees to convene the extraordinary Shareholders’ meeting, it shall issue a notice of
convening the Shareholders’ meeting within 5 days upon receipt of the proposal. Any changes made to the
original proposals in the notice shall be agreed upon by the relevant shareholders.
If the Audit Committee does not issue the notice of a Shareholders’ meeting within the prescribed period, it
shall be deemed as the Audit Committee not convening and not holding the Shareholders’ meeting. Then the
shareholders individually or jointly holding more than 10% of the shares of the Company for more than 90
consecutive days are entitled to convene and hold the meeting by themselves.
Where the Audit Committee or shareholders decide to convene a Shareholders’ meeting by themselves, a
written notice shall be submitted to the Board of Directors and a file shall be made with the stock exchange.
Before making an announcement on the resolution(s) of the Shareholders’ meeting, the shareholders
convening the meeting shall hold not less than 10% of the shares.
The Audit Committee or the shareholders convening the meeting shall submit relevant evidencing materials
to the stock exchange before the notice of Shareholders’ meeting and the announcement on resolutions of the
Shareholders’ meeting are dispatched.
Where the Audit Committee or shareholders convene and hold a Shareholders’ meeting by themselves, the
expenses necessarily accrued therefrom shall be borne by the Company.
Proposals and Notices of Shareholders’ Meetings
The Company may convene a Shareholders’ meeting, and the Board of Directors, the Audit Committee, as
well as shareholders who individually or collectively hold more than 1% of the Company’s shares, have the right
to submit proposals to the Company.
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APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
Shareholders who individually or collectively hold more than 1% of the Company’s shares may submit a
temporary proposal in writing to the convener 10 days prior to the Shareholders’ meeting. The convener shall
issue a supplementary notice of the Shareholders’ meeting within 2 days after receiving the proposal, announcing
the content of the temporary proposal and submit the temporary proposal for consideration at the Shareholders’
meeting. However, this does not apply if the temporary proposal violates the provisions of laws, administrative
regulations, the securities regulatory rules of the place where the Company’s shares are listed or the Articles of
Association, or if it is not within the scope of the Shareholders’ meeting’s authority.
Except for the circumstances specified in the preceding paragraph, after the convener has issued the notice
of the Shareholders’ meeting, it shall not modify the proposals already listed in the notice or add new proposals.
Any proposal that is not stated in the notice of the Shareholders’ meeting or do not comply with the Articles
of Association shall not be voted and approved at the Shareholders’ meeting.
The convener shall notify each shareholder by announcement at least 21 days before the annual
Shareholders’ meeting, and at least 15 days before the extraordinary Shareholders’ meeting.
When calculating the period for giving notice, the day of the meeting shall not be included.
A notice of a Shareholders’ meeting shall include the following:
(i) the time, venue and duration of the meeting;
(ii) matters and proposals submitted to the meeting for consideration;
(iii) a prominent written statement that all shareholders are entitled to attend Shareholders’ meeting and are
entitled to appoint in writing a proxy to attend and vote at the meeting and that such proxy need not be
a shareholder of the Company;
(iv) the record date of registration of shareholders entitled to attend the Shareholders’ meeting;
(v) the name and telephone number of the regular contact person for the meeting.
CONVENING OF SHAREHOLDERS’ MEETINGS
All shareholders registered on the share right registration date or their proxies shall be entitled to attend the
general meetings and exercise voting rights in accordance with relevant laws, regulations and these Articles of
Association.
Shareholder may attend the Shareholders’ meeting in person, or appoint proxy(ies) to attend or vote on
behalf of such shareholder.
Individual shareholder attending the meeting in person shall present his or her identity card or other valid
license or certificate that can prove his or her identity. Proxies attending the meeting on others’ behalf shall
present valid proof of their identities and the power of attorney from the appointing shareholder.
Corporate shareholders shall attend the meeting by its legal representative or the proxy appointed by its
legal representative. Where the legal representative attends the meeting, he shall present his identification card
and valid proof that can prove his qualification as legal representative, copy of business license (with official
seal) and valid proof of equity; and where he appoints a proxy to attend the meeting, the proxy shall present his
own identification card , and the written power of attorney, copy of business license (with official seal) and valid
proof of equity legally issued by the legal representative of the corporate shareholder (except for shareholders
that are recognized clearing houses and their proxies).
If the said shareholder is a recognized clearing house (or its agent) as defined by relevant laws and
regulations of the place where the Company’s shares are listed, the shareholder may authorize one or more
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APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
suitable persons or corporate representatives to act as its representative at any general meeting (including but not
limited to Shareholders’ meeting and creditors’ meeting); however, if more than one person are authorized,the
proxy form shall clearly indicate the number and types of shares each person is authorized in relation to. The
proxy form shall be signed by authorized person(s) of the clearing house. The persons after such authorization
may represent the recognized clearing house (or its agent) to attend such meetings (without the need to produce
evidence in respect of shareholding, notarized authorization and/or further evidence to prove due authorization)
to exercise the rights, speak at the meeting and exercise rights (including but not limited to voting rights) as if
they were the individual shareholders of the Company.
Voting and Resolutions of the Shareholders’ Meeting
Resolutions of the Shareholders’ meeting shall be divided into ordinary resolutions and special resolutions.
An ordinary resolution at a Shareholders’ meeting shall be passed by a majority of the votes held by the
shareholders (including shareholders’ proxies) present at the Shareholders’ meeting. A special resolution at a
Shareholders’ meeting shall be passed by at least two-thirds of the votes held by shareholders (including
shareholders’ proxies) present at the Shareholders’ meeting.
The following matters shall be resolved by an ordinary resolution at a Shareholders’ meeting:
(i) work reports of the Board of Directors;
(ii) profit distribution proposals and loss recovery proposals of the Board of Directors;
(iii) appointment and removal of members of non-employee representative directors, their emolument and
manner of payment;
(iv) annual reports of the Company;
(v) matters other than those required by laws, administrative regulations, requirements of securities
regulatory rules of the place where the Company’s shares are listed or by the Articles of Association to
be adopted by special resolution.
The following matters shall be resolved by a special resolution at a Shareholders’ meeting:
(i) increase or reduction of the Company’s registered capital;
(ii) the split, division, merger, dissolution and liquidation of the Company;
(iii) amendments to the Articles of Association;
(iv) the Company’s purchase or disposal of major assets within one year or guarantee amount exceeding
30% of the latest audited total assets of the Company;
(v) the share incentive plan;
(vi) other matters required to be resolved by way of a special resolution by the laws, administrative
regulations or the Articles of Association, and matters which, according to an ordinary resolution of the
Shareholders’ meeting, may have a significant impact on the Company and shall be resolved by way of
a special resolution.
Shareholders (including proxies thereof) may exercise their voting rights based on the number of voting
shares they represent. Each share is entitled to one vote, unless individual shareholders are required to abstain
from voting on individual matters in accordance with the securities regulatory rules of the place where the shares
of the Company are listed. On a poll taken at a meeting, a shareholder (including proxy thereof) entitled to two or
more votes need not cast all his/her/its votes in the same way.
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APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
When considering the material matters affecting the interests of minority investors at the Shareholders’
meeting, the votes by minority investors shall be counted separately, and the results of such separate vote
counting shall be publicly disclosed in a timely manner.
The shares of the Company held by the Company do not carry voting rights, and shall not be counted in the
total number of voting shares represented by shareholders attending a Shareholders’ meeting.
Shareholders who purchase the voting shares of the Company in violation of the provisions of Clause 1 and
Clause 2 of Article 63 of the Securities Law shall not exercise the voting right of the shares that exceed the
prescribed ratio within thirty-six months after the purchase, and such number shall not be counted in the total
number of voting shares represented by shareholders attending a Shareholders’ meeting.
The Board, independent directors and shareholders who hold more than 1% of voting shares of the
Company or investors protection institutes established in accordance with laws, administrative regulations or
rules of the CSRC may publicly solicit for the voting rights from shareholders. Information including the specific
voting intention shall be fully disclosed to the shareholders from whom voting rights are being collected.
Consideration or de facto consideration for soliciting shareholders’ voting rights is prohibited. Except for
statutory conditions, the Company shall not impose any minimum shareholding limitation for soliciting voting
rights.
DIRECTORS AND BOARD OF DIRECTORS
General Provisions of Directors
Directors of the Company comprise executive Directors, non-executive Directors and independent
Directors. Directors of the Company shall be natural persons. A person may not serve as a Director of the
Company if he is:
(i) a person who does not have or who has limited capacity for civil acts;
(ii) a person who has been sentenced to criminal punishment for corruption, bribery, infringement of
property, misappropriation of property or for damaging the order of the socialist market economy, or
who has been deprived of his/her political rights due to criminal offense, where less than 5 years have
elapsed since the sentence was served, or less than 2 years have elapsed since the date of expiration of
the probationary period if such person is sentenced to probation;
(iii) a person who served as a director, or factory director or manager and who bore personal liability for the
bankruptcy liquidation of a company or enterprise, where less than 3 years have elapsed since the date
of completion of the bankruptcy liquidation of such company or enterprise;
(iv) a person who served as a legal representative of a company or enterprise which had its business license
revoked and was ordered to close down due to violation of law and who bore personal liability for such
violation, where less than 3 years have elapsed since the date of the revocation of business license and
order to close down of such company or enterprise;
(v) a person who has a relatively large amount of debts which have fallen due but have not been settled and
was listed as a dishonest person subject to enforcement by the people’s court;
(vi) a person who is banned by the CSRC from entering into the securities market for a period which has
not yet expired;
(vii) the period of being publicly identified by the stock exchange as unsuitable to serve as directors and
senior management members of listed companies has not yet expired;
(viii) Other contents required by the laws, administrative regulations and the securities regulatory rules of
the place where the Company’s shares are listed.
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APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
Directors shall comply with laws, administrative regulations and the Articles of Association, and shall owe
the following duties of loyalty to the Company and take measures to avoid the conflict between their own
interests and those of the Company and shall not seek any improper interests by taking advantage of their powers.
Directors shall bear the following duties of loyalty to the Company:
(i) not to expropriate the Company’s property or misappropriate the Company’s funds;
(ii) not to open any account in their own name or in any other name for the deposit of the Company’s
funds;
(iii) not to exploit their positions to accept bribes or obtain other illegal income;
(iv) not to enter into any contract or transaction, directly or indirectly, with the Company without reporting
to the Board or the general meeting and approval by a resolution of the Board or the general meeting in
accordance with the provisions of the Articles of Association;
(v) not to use the advantages of his/her position to obtain for himself/herself or for others business
opportunities attributable to the Company, unless it has been reported to the Board or the general
meeting and approved by a resolution of the general meeting, or the Company is forbidden to use such
business opportunities in accordance with the provisions of laws, administrative regulations or the
Articles of Association;
(vi) not to operate a business similar to that of the Company for his/her own account or on behalf of others
without reporting to the Board or the general meeting and approval bya resolution of the general
meeting;
(vii) not to accept commissions from others on transactions with the Company for their own benefit;
(viii) not to disclose secrets of the Company without authorization;
(ix) not to use their connected relations to impair the interests of the Company;
(x) other obligations of loyalty stipulated by laws, administrative regulations, department rules and the
Articles of Association.
The income obtained by the Directors in violation of the provisions of this Article shall belong to the
Company; losses caused to the Company by such persons shall be indemnified by the same.
In compliance with the laws, administration regulations and the Articles of Association, the Directors shall
perform obligations of diligence to the Company and exercise the reasonable care normally expected of
management personnel in the best interests of the Company in the performance of their duties.
The Directors shall have the following obligations of diligence to the Company:
(i) to exercise the rights conferred by the Company prudently, conscientiously and diligently to ensure that
the Company’s commercial acts comply with the requirements of national laws and administrative
regulations and various national economic policies,and that its commercial activities do not exceed the
scope of business specified in the business license;
(ii) to treat all shareholders fairly;
(iii) to keep abreast of the Company’s business operation and management status;
(iv) to sign written confirmation on regular reports of the Company and to ensure the integrity, accuracy
and completeness of the information disclosed by the Company;
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APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
(v) to truthfully provide relevant information and materials to the Audit Committee and shall not impede
the Audit Committee in the exercise of their duties and powers;
(vi) other obligations of diligence as stipulated by laws, administrative regulations, departmental rules and
the Articles of Association.
The Board of Directors
The Board of Directors of the Company consists of nine Directors, including three non-employee
representative Directors, three independent Directors. At least one independent Director shall be accounting
professional who meets the relevant regulations. The Board of Directors shall have one chairman and one vice
chairman.
The Board of Directors shall exercise the following duties and powers:
(i) to convene Shareholders’ meetings and report to Shareholders’ meetings;
(ii) to implement the resolutions of the Shareholders’ meeting;
(iii) to determine the operation plans and investment plans of the Company;
(iv) to formulate the profit distribution plans and loss recovery plans of the Company;
(v) to formulate plans of the Company regarding increase or reduction of the registered capital, issuance
of bonds or other securities and listing;
(vi) to formulate plans for substantial acquisition, repurchase of the Company’s shares, or merger,
division, dissolution and change of corporate form of the Company;
(vii) under the provision of the Articles of Association, to decide on the repurchase of the Company’s
shares applied for the purpose of employee stock ownership plan or equity-based incentives,
converting the shares into corporate bonds issued by listed company/companies that could be
converted into shares or, where it is necessary, maintaining the Company’s value and shareholders’
rights;
(viii) to decide on external investment, acquisition and disposal of assets, pledge of assets, external
guarantee, entrusted wealth management, connected transactions, external donations and other matters
under the authority granted by the Shareholders’ meeting;
(ix) to determinate the structure of the Company’s internal management organization;
(x) to decide on the appointment or removal of the Company’s manager, Secretary to the Board and other
senior management personnel, and determine their remunerations matters and incentives and
disincentives matters; and, based on the recommendations of the manager, to decide on the
appointment or removal of such senior management personnel as the vice manager(s) and financial
controller of the Company;
(xi) to develop the basic management system of the Company;
(xii) to formulate the amendment to the Articles of Association;
(xiii) to manage the information disclosure of the Company;
(xiv) to propose to the Shareholders’ meeting the engagement or replacement of the accounting firm that
provides audits for the Company;
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APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
(xv) to debrief the work report of the manager of the Company and check the works of the manager;
(xvi) other functions and powers granted by the laws, administrative regulations, departmental rules, the
Articles of Association or the Shareholders’ meeting. Matters beyond the scope of authorization of the
Shareholders’ meeting shall be submitted for consideration at the Shareholders’ meeting.
Where a Director is connected to the enterprise involved in the resolution of the Board meeting, he/she shall
not exercise the right to vote on the resolution, nor shall he/she exercise the right to vote on behalf of another
Director. The Board meeting can be held by more than half of the uninterested Directors. The resolutions of the
Board meeting shall be adopted by more than half of the uninterested Directors. If the number of uninterested
Directors present at the Board meeting is less than three, the matter shall be submitted to the Shareholders’
meeting for consideration.
Special Committees under the Board
The Audit Committee shall comprise three directors, all of whom shall be non-executive Directors who do
not hold any senior management position in the Company. The majority of the members shall be independent
Directors. Among the members, there shall be an accounting professional who meets relevant provisions and the
convenor shall be the accounting professional among independent non-executive Directors.
The Audit Committee shall be responsible for reviewing the Company’s financial information and its
disclosure, and supervising and evaluating internal and external auditing work and internal control. The
following matters shall be submitted to the Board of Directors for consideration after being approved by more
than half of all Audit Committee members:
(i) Disclosure of financial information in the financial accounting report and periodic report, as well as the
internal control and evaluation report;
(ii) Engagement or dismissal of the accounting firm performing audit of the Company;
(iii) Appointment or dismissal of the officer in charge of finance of the Company;
(iv) Change of accounting policies, accounting estimates or correction of material accounting errors for
reasons other than changes in accounting standards;
(v) Other matters as stipulated by laws, administrative regulations, regulatory rules of the place where the
Company’s shares are listed, provisions of stock exchanges and the Articles of Association.
Under the Board of Directors there shall be other special committees as a Strategy and Investment Decision-
making Committee, a Remuneration and Appraisal Committee and a Nomination Committee, to perform their
duties in accordance with the Articles of Association and the authorization of the Board of Directors, and the
proposals of the special committees shall be submitted to the Board of Directors for consideration and decision.
The detailed rules for the work of the special committees shall be formulated by the Board of Directors.
Independent Directors shall constitute the majority of the Remuneration and Appraisal Committee and the
Nomination Committee, who shall also serve as the convener.
SENIOR MANAGEMENT PERSONNEL
The Company has one general manager, who will be nominated by the chairman and appointed or dismissed
at the discretion of the Board.
The Company has several deputy general managers, who will be appointed or dismissed at the discretion of
the Board.
The Company’s general manager, deputy general manager, financial controller and secretary to the Board
are senior management personnel of the Company.
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APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
The general manager shall be accountable to the Board and exercise the following functions and powers:
(i) to be in charge of the production, operation and management of the Company, to organise the
implementation of the resolutions of the Board, and to report on his or her work to the Board;
(ii) to arrange for the implementation of the Company’s annual business plans and investment plans; to be
entitled to approve investment projects with a total external investment amount not exceeding 5% of
the most recently audited net assets, within the investment plan approved by the Board;
(iii) to draft the plan for establishment of the Company’s internal management organisation;
(iv) to draft the Company’s basic management system;
(v) to formulate the detailed rules and regulations of the Company;
(vi) to request the Board to engage or dismiss deputy general manager and chief financial officer;
(vii) to decide on the appointment or dismissal of management personnel other than those to be engaged or
dismissed by the Board;
(viii) other functions and powers granted by the Articles of Association or the Board.
The Company shall have a secretary to the Board, who shall be responsible for the preparation of the
Shareholders’ meetings and Board meetings of the Company, keeping of documents, management of
shareholders’ information of the Company and handling matters such as information disclosure. The secretary to
the Board shall comply with the relevant provisions of laws, administrative regulations, departmental rules and
the Articles of Association.
FINANCIAL AND ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDIT
Financial and Accounting and Profit Distribution Systems
The Company shall submit and disclose its annual reports to the securities regulatory authority in the place
where the Company’s shares are listed and stock exchanges within four months upon the expiration of each fiscal
year, and its interim reports to the securities regulatory authority in the place where the Company’s shares are
listed and stock exchanges within two months upon the expiration of the first six months of each fiscal year.
The above-mentioned annual reports and interim reports shall be prepared in accordance with relevant laws,
administrative regulations, the CSRC and requirements of stock exchanges.
The Company shall not set up any other accounting books except for the legal accounting books. The funds
of the Company shall not be deposited into an account established in the name of any individual.
When the Company distributes the after-tax profits of the current year, it shall allocate 10% of the profits
into the statutory reserve fund. The Company may not withdraw statutory common reserve fund if the cumulative
amount has exceeded 50% of the Company’s registered capital.
Where the statutory common reserve fund of the Company is not sufficient to recover its losses in the
previous years, the profits of the current year shall be used to make up the loss before the withdrawing of the
statutory common reserve fund in accordance with the above provisions.
After withdrawing the statutory common reserve fund from the after-tax profit by the Company, the
discretionary reserve may be withdrawn from the after-tax profit with the approval from the Shareholders’
meeting.
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APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
After the Company has made up its losses and made allocations to its common reserves,the remaining
after-tax profits shall be distributed in proportion to the shareholdings of its shareholders, unless these Articles of
Association provide that distributions are to be made otherwise than proportionally.
If the Shareholders’ meeting violates the aforesaid provision and distributes profits to shareholders before
the Company has made up its losses and made allocations to its statutory common reserve fund, the shareholders
shall return the profits distributed in violation of the provisions to the Company.
The Company’s shares held by the Company shall not be subject to profit distribution.
The Company shall appoint one or more payment receiving agents in Hong Kong for shareholders of H
shares. The payment receiving agent shall receive and hold on behalf of such shareholders of H shares any
dividends allocated to H shares and other amounts payable by the Company, for future payments to such
shareholders of H shares. The payment receiving agent appointed by the Company shall satisfy the requirements
under the laws and regulations and the securities regulations and rules of the places where the Company’s shares
are listed.
The Company’s common reserves shall be used to make up the Company’s losses, to expand the Company’s
production and operations or, through conversion into capital, to increase the Company’s registered capital.
In the case of making up the Company’s losses, the discretionary common reserve and legal common
reserve shall be utilized firstly; and, if any shortfall, the capital common reserve may be utilized in accordance
with the regulations.
When funds in the statutory common reserve are converted into registered capital increase, the funds
remaining in such reserve will not be less than 25% of the Company’s registered capital before the conversion.
Internal Audit
The Company shall implement the internal audit system, which specifies the leadership mechanism,
responsibility and authority, staffing, financial security, use of audit results and accountability in respect of
internal audit work. The internal audit organization of the Company supervises and inspects the business
activities, risk management, internal control, financial information and other matters of the Company.
Employment of Accounting Firms
The Company employs an accounting firm that complies with the provisions of the Securities Law to
conduct audits of accounting statements, internal control audit, verification of net assets and other related
consulting services for a period of one year, which may be renewed.
Employing and dismissing an accounting firm for the Company shall be decided by a Shareholders’ meeting
through an ordinary resolution. The Board shall not appoint an accounting firm before a Shareholders’ meeting is
held.
The Company shall guarantee to provide true and complete accounting vouchers, accounting books,
financial accounting reports and other accounting materials to the hired accounting firm,and shall not refuse,
conceal or make false reports.
The remuneration or method of determining the remuneration of an accounting firm shall be determined by
the Shareholders’ meeting.
When the Company dismisses or does not renew the employment of an accounting firm, it shall give a
30-day prior notice to the accounting firm, and the accounting firm shall have the right to state its opinions at the
general meeting where a voting process concerning the dismissal of such accounting firm is carried out.
– III-15 –


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APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
Where an accounting firm tenders its resignation, it shall inform the Shareholders’ meeting of whether there
is any irregularity in the Company.
MERGER, DIVISION, CAPITAL INCREASE AND REDUCTION, DISSOLUTION AND
LIQUIDATION
Merger, Division, Capital Increase and Reduction
Merger of the Company may take the form of merger by absorption or merger by new establishment.
A company absorbs other companies as an absorption merger, and the absorbed company is dissolved. The
merger of two or more companies to create a new company is a new merger, and the merging parties are
dissolved.
In the case of a merger, parties to the merger shall execute a merger agreement, and shall prepare the
balance sheets and a schedule of assets. The Company shall notify its creditors within 10 days from the date of
making the merger resolution, and make an announcement in a media the Company designated for information
disclosure or on the National Enterprise Credit Information Publicity System within 30 days. Creditors may
require the Company to pay off debts or provide corresponding guarantees within 30 days from the date of
receiving the announcement or within 45 days from the date of announcement if they fail to receive it.
In the event of a merger of companies, the debts and liabilities of the merging parties shall be inherited by
the surviving company or the new company established after the merger.
If the Company is to be divided, its property shall be divided accordingly.
For the division of the Company, a balance sheet and a list of assets shall be prepared. The Company shall
notify its creditors within ten days from the date of making the resolution on division, and make an
announcement in media the Company designated for information disclosure or on the National Enterprise Credit
Information Publicity System within 30 days. Where there are provisions under the rules of the places where the
Company’s shares are listed, such provisions shall prevail.
The Company shall prepare a balance sheet and a property list for any reduction of registered capital.
The Company shall notify its creditors within 10 days from the date of making the resolution on decrease of
registered capital, and make an announcement in a media the Company designated for information disclosure or
on the National Enterprise Credit Information Publicity System within 30 days. Creditors may require the
Company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the
announcement or within 45 days from the date of announcement if they fail to receive it.
Where the merger or division of the Company results in a change in its registered particulars, such change
shall be registered with the company registrar according to law.Where the Company is dissolved, it shall cancel
its registration according to law. Where a new company is established, its establishment shall be registered
according to law.
The increase or reduction of the Company’s registered capital shall be registered with the company registrar
according to law.
DISSOLUTION AND LIQUIDATION
The Company shall be dissolved for the following reasons:
(i) Expiry of term of business stipulated in the Articles of Association or occurrence of any other trigger
for dissolution stipulated in the Articles of Association;
(ii) The Shareholders’ meeting adopts a resolution to dissolve;
– III-16 –


--- page 426 ---
APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION
(iii) The Company needs to be dissolved for the purpose of merger or division;
(iv) The business license is revoked, or the Company is ordered to close or be eliminated according to
applicable law;
(v) Where the Company encounters significant difficulties in business and management, continuous
survival may be significantly detrimental to the interests of the shareholders, and the difficulties may
not be overcome through other means, shareholders who hold more than 10% of voting rights of the
Company may request the People’s Court to dissolve the Company.
If the Company falls under the circumstance (i) above, it may continue to exist by amending the Articles of
Association.
Any amendment to the Articles of Association in accordance with the provisions of the preceding paragraph
shall be approved by more than 2/3 of the voting rights held by the shareholders attending the Shareholders’
meeting.
The Directors, as the obligor of the Company’s liquidation, shall form a liquidation committee to carry out
the liquidation within 15 days from the date when the cause of dissolution arises. The liquidation committee shall
comprise the Directors, unless the Shareholders’ meeting resolves to elect another person. Where the Company is
dissolved due to the provisions set forth in (i), (ii), (iv) and (v) above, the Company shall be liquidated.
Within 10 days of the establishment of the liquidation committee, the creditors shall be notified and an
announcement shall be published in the information disclosure media designated by the Company or the National
Enterprise Credit Information Publicity System within 60 days. The creditors shall declare their claims to the
liquidation committee within 30 days of the date on which the notice is received or 45 days of the date of
announcement if the notice is not received.
If the liquidation committee, after liquidating the Company’s properties and preparing a balance sheet and
property list, finds that the Company’s properties are insufficient to settle its debts, it shall apply for bankruptcy
liquidation with the People’s Court in accordance with the law. After the People’s Court accepts the bankruptcy
application, the liquidation committee shall transfer the liquidation affairs to the bankruptcy administrator
appointed by the People’s Court.
After the Company is declared bankrupt according to law, the company implement insolvency and
liquidation according to the law of insolvency.
AMENDMENT TO THE ARTICLES OF ASSOCIATION
Under any of the following circumstances, the Company shall amend the Articles of Association:
(i) Following the revision of the PRC Company Law or relevant laws and administrative regulations,
matters stipulated in the Articles of Association contradict the provisions of the revised laws and
administrative regulations;
(ii) There is any change to the Company’s particulars which result in inconsistency with the matters set out
in the Articles of Association;
(iii) A Shareholders’ meeting has decided on making amendments to the Articles of Association.
If the amendment to the Articles of Association adopted by resolution of the shareholders’ meeting is
subject to the approval of the competent authority, it shall be reported to the competent authority for approval; if
it involves matters of Company registration, the registration of the changes shall be made in accordance with the
law.
– III-17 –


--- page 427 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
FURTHER INFORMATION ABOUT OUR COMPANY AND OUR MAJOR SUBSIDIARIES
1. Incorporation of Our Company
Our Company was established as a limited liability company in the PRC on June 19, 1998 and was
converted into a joint stock company with limited liability on September 28, 2004 under the laws of the PRC.
Our Company completed its listing of A Shares on the Shenzhen Stock Exchange (stock code: 002130) in April
2007. As of the Latest Practicable Date, the registered share capital of our Company was RMB1,259,898,562
divided into 1,259,898,562 shares with a nominal value of RMB1.00 each.
Our Company has established a place of business in Hong Kong at Room 504, 5/F, Cheong Tai Commercial
Building, 60–66 Wing Lok Street, Sheung Wan, Hong Kong, and has registered as a non-Hong Kong company in
Hong Kong under Part 16 of the Companies Ordinance on June 20, 2025. Tam Ka Lung has been appointed as
our authorized representative for the acceptance of service of process in Hong Kong whose correspondence
address is the same as our place of business in Hong Kong.
2. Changes in Share Capital of Our Company
When our Company was converted into a joint stock liability company with limited liability under the PRC
Company Law, our initial registered capital was RMB40,350,000, divided into 40,350,000 shares with a nominal
value of RMB1.00 each.
Upon completion of our Company’s A Share listing in April 2007, the registered capital of our Company
increased from RMB 40,350,000 to RMB54,350,000.
On May 12, 2025, 3,281,400 treasury A Shares were transferred to participants of the 2025 Restricted Share
Scheme.
For further details on the historical change of share capital of our Company, see “History, Development and
Corporate Structure” in this prospectus. Save as disclosed above, there has been no alteration in our share capital
within two years immediately preceding the date of this prospectus.
3. Resolutions of the Shareholders
Pursuant to a general meeting of our Company held on June 3, 2025, the following resolutions, among
others, were passed by our shareholders:
(a) the issue by our Company of H Shares of a nominal value of RMB1.00 each and that such H Shares be
listed on the Hong Kong Stock Exchange;
(b) that the number of H Shares to be issued shall not be more than 10% of the total issued share capital of
our Company as enlarged by the Global Offering;
(c) subject to the completion of the Global Offering, the adoption of the Articles of Association which
shall become effective on the Listing Date, and the authorization to the Board to amend the Articles of
Association in accordance with the requirements of the relevant laws and regulations and the Listing
Rules; and
(d) authorization of our Board to handle all relevant matters relating to, among other things, the issue and
listing of the H Shares.
– IV-1 –


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APPENDIX IV STATUTORY AND GENERAL INFORMATION
4. Changes in the Share Capital of Our Subsidiaries
Our subsidiaries are referred to in Note 1 to Part II of the Accountants’ Report, the text of which is set out in
Appendix I. Save for the subsidiaries mentioned in the Accountants’ Report, we do not have any other
subsidiaries.
The following subsidiaries have been incorporated within the two years immediately preceding the date of
this prospectus:
Huizhou Wo’er Intelligent Technology Co., Ltd.
On November 25, 2024, Huizhou Wo’er Intelligent Technology Co., Ltd. (
ʮ̡)
was established in the PRC as a limited liability company with an initial registered capital of RMB1,000,000.
Huizhou Wo’er Electronic Materials Co., Ltd.
On November 25, 2024, Huizhou Wo’er Electronic Materials Co., Ltd. (
ʮ̡) was
established in the PRC as a limited liability company with an initial registered capital of RMB1,000,000.
Huizhou Dingding Special Cable Co., Ltd.
On November 25, 2024, Huizhou Dingding Special Cable Co., Ltd. (
ʮ̡) was
established in the PRC as a limited liability company with an initial registered capital of RMB1,000,000.
Huizhou Dingding Technology Co., Ltd.
On November 25, 2024, Huizhou Dingding Technology Co., Ltd. (
ʮ̡) was established
in the PRC as a limited liability company with an initial registered capital of RMB1,000,000.
Shanghai Anda Run Nano Materials Co., Ltd.
On January 10, 2024, Shanghai Anda Run Nano Materials Co., Ltd. (
ʮ̡) was
established in the PRC as a limited liability company with an initial registered capital of RMB50,000,000.
Shanghai WoDarun New Materials Co., Ltd.
On July 12, 2024, Shanghai WoDarun New Materials Co., Ltd. (
ʮ̡) was established
in the PRC as a limited liability company with an initial registered capital of RMB10,000,000.
Huizhou Woer Heat Shrinkable Material Co., Ltd.
On December 27, 2024, Huizhou Wo’er Heat Shrinkable Material Co., Ltd. (
ʮ̡)
was established in the PRC as a limited liability company with an initial registered capital of RMB1,000,000.
Shenzhen Kenaite Precision Technology Co., Ltd.
On February 8, 2025, Shenzhen Kenaite Precision Technology Co., Ltd. (
ʮ
̡) was established in the PRC as a limited liability company with an initial registered capital of RMB1,000,000.
Huizhou Wolidate Technology Co., Ltd.
On June 30, 2025, Huizhou Wolidate Technology Co., Ltd. (
ʮ̡) was
established in the PRC as a limited liability company with an initial registered capital of RMB1,000,000.
– IV-2 –


--- page 429 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
WOER NEW (MATERIAL) SDN. BHD. (formerly known as Woer Trading (Malaysia) SDN. BHD.)
On January 13, 2025, WOER NEW (MATERIAL) SDN. BHD. was incorporated in Malaysia with an initial
registered capital of 1,000 Malaysian Ringgit.
Woer International (Malaysia) SDN. BHD.
On April 23, 2025, Woer International (Malaysia) SDN. BHD. was incorporated in Malaysia with an initial
registered capital of 100 Malaysian Ringgit.
Suzhou Darun New Materials Co., Ltd.
On November 14, 2025, Suzhou Darun New Materials Co., Ltd. (
ʮ̡) was established
in the PRC as a limited liability company with an initial registered capital of RMB80,000,000.
KTG ELECTRONICS PTE. LTD.
On December 5, 2025, KTG ELECTRONICS PTE. LTD. was incorporated in Singapore with an initial
registered capital of SGD50,000.
Woerfa Power Equipment (Alxa League) Co., Ltd.
On December 29, 2025, Woerfa Power Equipment (Alxa League) Co., Ltd. (
ཥɢண௪(ഛຑ)ࠢ
ʮ̡) was established in the PRC as a limited liability company with an initial registered capital of
RMB1,000,000.
The following alterations in the share capital of our subsidiaries have taken place within the two years
immediately preceding the date of this prospectus:
Shenzhen Woer Intelligent Equipment Co., Ltd.
On November 7, 2024, the registered capital of Shenzhen Woer Intelligent Equipment Co., Ltd. (
ଉέ̹Ӝ
ʮ̡) was decreased from RMB10,000,000 to RMB8,000,000.
Huizhou Wal Technology Development Co., Ltd.
On November 29, 2023, the registered capital of Huizhou Wal Technology Development Co., Ltd. (
౉ψ̹
ʮ̡) was increased from RMB1,000,000 to RMB100,000,000.
Huizhou Wo’er Intelligent Technology Co., Ltd.
On April 23, 2025, the registered capital of Huizhou Wo’er Intelligent Technology Co., Ltd. (
౉ψ̹Ӝဧ౽
ʮ̡) was increased from RMB1,000,000 to RMB40,000,000.
Huizhou Wo’er Electronic Materials Co., Ltd.
On April 23, 2025, the registered capital of Huizhou Wo’er Electronic Materials Co., Ltd. (
౉ψ̹Ӝဧཥɿ
ʮ̡) was increased from RMB1,000,000 to RMB40,000,000.
Beijing Woerfa Electrical Co., Ltd.
On December 12, 2024, the registered capital of Beijing Woerfa Electrical Co., Ltd. (
ʮ
̡) was decreased from RMB10,000,000 to RMB3,500,000.
Shenzhen Changyuan
On December 5, 2023, the registered capital of Shenzhen Changyuan was increased from RMB44,000,000
to RMB148,000,000.
– IV-3 –


--- page 430 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
On July 31, 2024, the registered capital of Shenzhen Changyuan was increased from RMB148,000,000 to
RMB252,700,000.
Huizhou Changyuan Tefa Technology Co., Ltd.
On July 9, 2024, the registered capital of Huizhou Changyuan Tefa Technology Co., Ltd. (
߅
ʮ̡) was increased from RMB10,000,000 to RMB20,000,000.
Changzhou Changyuan Tefa Technology Co., Ltd.
On July 23, 2024, the registered capital of Changzhou Changyuan Tefa Technology Co., Ltd. (
෤त೯
ʮ̡) was increased from RMB10,000,000 to RMB20,000,000.
Huizhou Dingding Special Cable Co., Ltd.
On April 24, 2025, the registered capital of Huizhou Dingding Special Cable Co., Ltd. (
त၇ᇞ᝙
ʮ̡) was increased from RMB1,000,000 to RMB40,000,000.
Huizhou Dingding Technology Co., Ltd.
On April 23, 2025, the registered capital of Huizhou Dingding Technology Co., Ltd. (
ʮ
̡) was increased from RMB1,000,000 to RMB40,000,000.
Shenzhen Woer New Energy Electric Technology Co., Ltd.
On December 13, 2023, the registered capital of Shenzhen Woer New Energy Electric Technology Co., Ltd.
(
ʮ̡) was increased from RMB73,378,200 to RMB84,435,900.
Shenzhen Guodian Julong Electrical Technology Co., Ltd.
On November 12, 2024, the registered capital of Shenzhen Guodian Julong Electrical Technology Co., Ltd.
(
ʮ̡) was decreased from RMB20,000,000 to RMB2,000,000.
Shenzhen Wolida Trading Co., Ltd.
On December 30, 2025, the registered capital of Shenzhen Wolida Trading Co., Ltd. (
ࠢ
ʮ̡) was decreased from RMB5,000,000 to RMB1,000,000.
Liangcheng County Xinyuan Wind Power Generation Co., Ltd.
On November 27, 2023, Liangcheng County Xinyuan Wind Power Generation Co., Ltd. was dissolved on a
voluntary basis by way of deregistration.
Shenzhen Huawo Zhilian Technology Co., Ltd.
On July 29, 2024, Shenzhen Huawo Zhilian Technology Co., Ltd was dissolved on a voluntary basis by way
of deregistration.
FURTHER INFORMATION ABOUT THE BUSINESS OF OUR COMPANY
1. Summary of Material Contract
We have entered into the following contract (not being a contract entered into in the ordinary course of
business) within the two years immediately preceding the date of this prospectus that is or may be material:
(a) the cornerstone investment agreement dated February 3, 2026 entered into among the Company, HHLR
Advisors, Ltd. (“ HHLRA”), China Securities (International) Corporate Finance Company Limited
– IV-4 –


--- page 431 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(ʮ̡) and China Merchants Securities (HK) Co., Limited (ਠᗇՎ
ʮ̡), pursuant to which HHLRA agreed to subscribe for such number of H Shares at the
Offer Price in an aggregate investment amount of Hong Kong dollar equivalent of US$25,000,000
(exclusive of the brokerage, AFRC transaction levy, SFC transaction levy and Stock Exchange trading
fee in respect of such number of H Shares);
(b) the cornerstone investment agreement dated February 3, 2026 entered into among the Company, Huatai
Capital Investment Limited (“ HTCI”), China Securities (International) Corporate Finance Company
Limited (
ʮ̡) and China Merchants Securities (HK) Co., Limited (ਠᗇՎ
ʮ̡), pursuant to which HTCI agreed to subscribe for such number of H Shares at the
Offer Price in an aggregate investment amount of Hong Kong dollar equivalent of US$18,000,000
(exclusive of the brokerage, AFRC transaction levy, SFC transaction levy and Stock Exchange trading
fee in respect of such number of H Shares) and hold such Offer Shares on a non-discretionary basis to
hedge a series of cross-border delta-one OTC swap transactions entered into by HTCI, Huatai
Securities Company Limited and Shanghai Greenwoods Asset Management Co., Ltd. (
༟ପ၍
ʮ̡) as fund manager for and on behalf of the investment fund;
(c) the cornerstone investment agreement dated February 3, 2026 entered into among the Company, Jump
Trading Pacific Pte. Ltd. (“ Jump Trading ”), China Securities (International) Corporate Finance
Company Limited (ʮ̡) and China Merchants Securities (HK) Co., Limited
(ʮ̡), pursuant to which Jump Trading agreed to subscribe for such number of
H Shares at the Offer Price in an aggregate investment amount of Hong Kong dollar equivalent of
US$3,000,000 (exclusive of the brokerage, AFRC transaction levy, SFC transaction levy and Stock
Exchange trading fee in respect of such number of H Shares);
(d) the cornerstone investment agreement dated February 3, 2026 entered into among the Company,
Huizhou Huilian Investment Partnership (Limited Partnership) (
Υྫ)
(“Huizhou Huilian”), China Securities (International) Corporate Finance Company Limited (ҳ
ʮ̡) and China Merchants Securities (HK) Co., Limited (ʮ
̡), pursuant to which Huizhou Huilian agreed to subscribe for such number of H Shares at the Offer
Price in an aggregate investment amount of Hong Kong dollar equivalent of RMB180,000,000
(inclusive of the brokerage, AFRC transaction levy, SFC transaction levy and Stock Exchange trading
fee in respect of such number of H Shares);
(e) the cornerstone investment agreement dated February 3, 2026 entered into among the Company, Guotai
Junan Investments (Hong Kong) Limited (“ GTINV”), China Securities (International) Corporate
Finance Company Limited (
ʮ̡) and China Merchants Securities (HK) Co.,
Limited (ʮ̡), pursuant to which GTINV agreed to subscribe for such number
of H Shares at the Offer Price in an aggregate investment amount of Hong Kong dollar equivalent of
US$3,000,000 (exclusive of the brokerage, AFRC transaction levy, SFC transaction levy and Stock
Exchange trading fee in respect of such number of H Shares) and hold such Offer Shares on a
non-discretionary basis to hedge a series of cross-border delta-one OTC swap transactions entered into
by GTINV, Guotai Haitong Securities Co., Ltd and JCC (Beijing) Investment Co., Ltd. (
ϪГზุ̏
ʮ̡) as fund manager for and on behalf of the investment fund;
(f) the cornerstone investment agreement dated February 3, 2026 entered into among the Company, Shen
Zhen New World Investment (H.K) Limited (ʮ̡)( “ Shenzhen New
World”), China Securities (International) Corporate Finance Company Limited (ҳ਷ყፄ༟
ʮ̡) and China Merchants Securities (HK) Co., Limited (ʮ̡), pursuant to
which Shenzhen New World agreed to subscribe for such number of H Shares at the Offer Price in an
aggregate investment amount of HK$60,000,000 (exclusive of the brokerage, AFRC transaction levy,
SFC transaction levy and Stock Exchange trading fee in respect of such number of H Shares);
(g) the cornerstone investment agreement dated February 3, 2026 entered into among the Company, BEST
CHEER DEVELOPMENT LIMITED (
ʮ̡)( “ Best Cheer ”), China Securities
(International) Corporate Finance Company Limited (ʮ̡) and China
Merchants Securities (HK) Co., Limited (ʮ̡), pursuant to which Best Cheer
– IV-5 –


--- page 432 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
agreed to subscribe for such number of H Shares at the Offer Price in an aggregate investment amount
of HK$34,000,000 (exclusive of the brokerage, AFRC transaction levy, SFC transaction levy and Stock
Exchange trading fee in respect of such number of H Shares);
(h) the cornerstone investment agreement dated February 3, 2026 entered into among the Company, RIME
Capital Limited (“ RIME”), China Securities (International) Corporate Finance Company Limited (
ʕ
ʮ̡) and China Merchants Securities (HK) Co., Limited (ಥϞ
ʮ̡), pursuant to which RIME agreed to subscribe for such number of H Shares at the Offer Price in
an aggregate investment amount of HK$8,000,000 (exclusive of the brokerage, AFRC transaction levy,
SFC transaction levy and Stock Exchange trading fee in respect of such number of H Shares);
(i) the cornerstone investment agreement dated February 3, 2026 entered into among the Company, SCV
Alpha LP (“ SCV Alpha”), China Securities (International) Corporate Finance Company Limited (
ڦ
ʮ̡) and China Merchants Securities (HK) Co., Limited (ࠢ
ʮ̡), pursuant to which SCV Alpha agreed to subscribe for such number of H Shares at the Offer
Price in an aggregate investment amount of Hong Kong dollar equivalent of US$3,500,000 (inclusive
of the brokerage, AFRC transaction levy, SFC transaction levy and Stock Exchange trading fee in
respect of such number of H Shares);
(j) the cornerstone investment agreement dated February 3, 2026 entered into among the Company, Yield
Royal Investment Holding (Singapore) PTE. LTD. (“ Yield Royal ”), China Securities (International)
Corporate Finance Company Limited (
ʮ̡) and China Merchants Securities
(HK) Co., Limited (ʮ̡), pursuant to which Yield Royal agreed to subscribe for
such number of H Shares at the Offer Price in an aggregate investment amount of Hong Kong dollar
equivalent of US$3,000,000 (exclusive of the brokerage, AFRC transaction levy, SFC transaction levy
and Stock Exchange trading fee in respect of such number of H Shares);
(k) the cornerstone investment agreement dated February 3, 2026 entered into among the Company,
Guohui (HK) Holdings Co., Limited
ʮ̡(“Guohui HK ”), China Securities
(International) Corporate Finance Company Limited (ʮ̡) and China
Merchants Securities (HK) Co., Limited (ʮ̡), pursuant to which Guohui HK
agreed to subscribe for such number of H Shares at the Offer Price in an aggregate investment amount
of Hong Kong dollar equivalent of US$5,000,000 (exclusive of the brokerage, AFRC transaction levy,
SFC transaction levy and Stock Exchange trading fee in respect of such number of H Shares);
(l) the cornerstone investment agreement dated February 3, 2026 entered into among the Company,
GTINV, China Securities (International) Corporate Finance Company Limited (
ҳ਷ყፄ༟
ʮ̡) and China Merchants Securities (HK) Co., Limited (ʮ̡), pursuant to
which GTINV agreed to subscribe for such number of H Shares at the Offer Price in an aggregate
investment amount of HK$39,000,000 (exclusive of the brokerage, AFRC transaction levy, SFC
transaction levy and Stock Exchange trading fee in respect of such number of H Shares) and hold such
Offer Shares on a non-discretionary basis to hedge a series of cross-border delta-one OTC swap
transactions entered into by GTINV, Guotai Haitong Securities Co., Ltd and ichuan Pu Xin Industry-
Finance Investment Co., Ltd.
ப΂ʮ̡ as fund manager for and on behalf of
the investment fund;
(m) the cornerstone investment agreement dated February 3, 2026 entered into among the Company,
CAPCHEM (HONGKONG) CO., LIMITED (Ԟ(ಥ)ʮ̡)( “ Capchem Hong Kong ”),
China Securities (International) Corporate Finance Company Limited (ʮ̡)
and China Merchants Securities (HK) Co., Limited (ʮ̡), pursuant to which
Capchem Hong Kong agreed to subscribe for such number of H Shares at the Offer Price in an
aggregate investment amount of HK$55,000,000 (exclusive of the brokerage, AFRC transaction levy,
SFC transaction levy and Stock Exchange trading fee in respect of such number of H Shares);
(n) the cornerstone investment agreement dated February 3, 2026 entered into among the Company,
Enhanced Investment Products Limited (“ EIP”), China Securities (International) Corporate Finance
– IV-6 –


--- page 433 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Company Limited (ʮ̡) and China Merchants Securities (HK) Co., Limited
(ʮ̡ ), pursuant to which EIP agreed to subscribe for such number of H Shares
at the Offer Price in an aggregate investment amount of Hong Kong dollar equivalent of US$5,000,000
(exclusive of the brokerage, AFRC transaction levy, SFC transaction levy and Stock Exchange trading
fee in respect of such number of H Shares);
(o) the cornerstone investment agreement dated February 3, 2026 entered into among the Company,
Factorial Master Fund (“ Factorial”), China Securities (International) Corporate Finance Company
Limited (
ʮ̡) and China Merchants Securities (HK) Co., Limited (ਠᗇՎ
ʮ̡), pursuant to which Fatorial agreed to subscribe for such number of H Shares at the
Offer Price in an aggregate investment amount of Hong Kong dollar equivalent of US$2,000,000
(exclusive of the brokerage, AFRC transaction levy, SFC transaction levy and Stock Exchange trading
fee in respect of such number of H Shares);
(p) the cornerstone investment agreement dated February 3, 2026 entered into among the Company,
Qianhai Starlight Capital SPC (“ Qianhai Starlight ”), China Securities (International) Corporate
Finance Company Limited (
ʮ̡) and China Merchants Securities (HK) Co.,
Limited (ʮ̡), pursuant to which Qianhai Starlight agreed to subscribe for such
number of H Shares at the Offer Price in an aggregate investment amount of Hong Kong dollar
equivalent of US$6,000,000 (exclusive of the brokerage, AFRC transaction levy, SFC transaction levy
and Stock Exchange trading fee in respect of such number of H Shares); and
(q) the Hong Kong Underwriting Agreement.
– IV-7 –


--- page 434 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
2. Intellectual Property Rights
(a) Trademarks
As of the Latest Practicable Date, we have registered the following trademarks which we consider to be
material to our business:
No. Trademark
Place of
Registration
Registration
No. Category Expiry Date
Registered
Owner
1
 PRC 77596612A 09 2035-01-13 the Company
2
 PRC 17638010 09 2026-09-27 the Company
3
 PRC 70609360 09 2034-08-20 the Company
4
 PRC 72800764 09 2034-10-13 the Company
5
 PRC 4547049 17 2028-09-27 the Company
6
 PRC 71103948 17 2033-11-20 the Company
7
 PRC 45113522 17 2031-01-06 the Company
8
 PRC 4087382 09 2026-07-27 Shanghai Keter
9
 PRC 17903807 09 2026-10-27 Huizhou LTK
10
 PRC 57201869 09 2032-06-27 Shenzhen Orbit
– IV-8 –


--- page 435 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(b) Patents
As of the Latest Practicable Date, we have registered the following patents which we consider to be
material to our business. For a discussion of details of the material patents and patent applications in
connection with our products and product candidates, see “Business – Intellectual Properties” in this
prospectus.
No. Patent Registered owner Registration No.
Type of
patent Application Date
1
A flame-retardant heat-
shrinkable sleeve for
reactors that meets the
design requirements of
the AP1000 nuclear
power plant
Our Company &
Changzhou Woer ZL201310152045.6 Invention April 27, 2013
2
A continuous production
method and production
system for flat heat-
shrinkable tubing
Our Company &
Changzhou Woer ZL201510759142.0 Invention November 10, 2015
3
A production system and
production method for
flat heat-shrinkable
tubing
Our Company &
Changzhou Woer ZL201410342475.9 Invention July 18, 2014
4
A soft, elastic, high-
flame-retardant, oil-
resistant heat-shrinkable
tube and its production
method
Our Company &
Changzhou Woer ZL201210509581.2 Invention November 20, 2012
5 An expansion mould Our Company &
Changzhou Woer ZL201410615036.0 Invention November 5, 2014
6
A fully automatic
packaging device for
tubing and its method of
use
Our Company &
Changzhou Woer ZL201310386995.5 Invention August 30, 2013
7
A flame-retardant wire/
cable for reactors that
meets the design
requirements of the
AP1000 nuclear power
plant
Our Company &
Changzhou Woer ZL201310152044.1 Invention April 27, 2013
8 A moulding device for
heat-shrinkable caps
Our Company &
Changzhou Woer ZL201510499029.3 Invention August 14, 2015
9 A halogen-free high-
flame-retardant cable
Our Company &
Changzhou Woer ZL201210582136.9 Invention December 28, 2012
10
A ceramicised silicone
rubber heat-shrinkable
sleeve and its production
method
Our Company &
Changzhou Woer ZL201210597217.6 Invention December 28, 2012
11 An air jet drying device Our Company &
Changzhou Woer ZL201510499159.7 Invention August 14, 2015
– IV-9 –


--- page 436 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
No. Patent Registered owner Registration No.
Type of
patent Application Date
12
A high and low
temperature shock
resistant heat-shrinkable
tube
Our Company &
Changzhou Woer ZL201510033856.3 Invention January 22, 2015
13 A fire-resistant power
cable
Our Company &
Changzhou Woer ZL201210482892.4 Invention November 14, 2012
14
A flame-retardant heat-
shrinkable cable
accessory for reactors
that meets the AP1000
design requirements of
nuclear power plants
Our Company &
Changzhou Woer ZL201310152060.0 Invention April 27, 2013
15
A method and
equipment for packaging
pipes
Our Company &
Changzhou Woer ZL201310380673.X Invention August 28, 2013
16
A type of oil-resistant,
high-temperature-
resistant, halogen-free,
flame-retardant heat-
shrinkable identification
tube and its production
method
Our Company &
Changzhou Woer ZL201611261160.7 Invention December 30, 2016
17 A composite tape and its
preparation method
Our Company &
Shenzhen Woer
Electric
ZL202110045802.4 Invention January 13, 2021
18
An elastomer composite
tape and its preparation
method
Our Company &
Shenzhen Woer
Electric
ZL202110045375.X Invention January 13, 2021
19
A stress-dispersing
adhesive and its
preparation method
Our Company &
Shenzhen Woer
Electric
ZL202011644542.4 Invention December 31, 2020
20 A precision pipe cutting
mechanism
Our Company &
Changzhou Woe ZL201710779096.X Invention September 1, 2017
21 Multi-layer co-extrusion
die
Our Company &
Changzhou Woe ZL201710453702.9 Invention June 15, 2017
22
Automatic deviation
adjustment extrusion die
head and automatic
deviation adjustment
device
Our Company &
Shenzhen Heat-
Shrinkable
ZL201910702330.8 Invention July 31, 2019
23 No-adjustment extrusion
die head Our Company ZL201110167288.8 Invention June 9, 2011
24
A 1E-class K1-type
halogen-free flame-
retardant material for
nuclear power plants and
its application
Our Company ZL201210244369.8 Invention July 6, 2012
– IV-10 –


--- page 437 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
No. Patent Registered owner Registration No.
Type of
patent Application Date
25
A low-temperature
processable irradiated
cross-linked ethylene-
tetrafluoroethylene
copolymer material
Our Company ZL201811169213.1 Invention October 8, 2018
26
An irradiated crosslinked
high-temperature
resistant heat-shrinkable
sleeve and its production
method
Our Company ZL201811169214.6 Invention October 8, 2018
27
A low-temperature
resistant, solvent-
resistant fluororubber
heat-shrinkable tube and
its preparation method
Our Company ZL202010169965.9 Invention March 12, 2020
28
Thermoplastic adhesive
for nuclear power plant
cable accessories and its
preparation and
application methods
Our Company,
Shanghai Nuclear
Engineering
Research & Design
Institute Co.,Ltd.
ZL202010908457.8 Invention September 1, 2020
29
Electromagnetic
shielding coldshrinkable
sleeves and their
preparation methods
Our Company ZL202010408702.9 Invention May 14, 2020
30
A flame-retardant
waterproof composite
tape and its preparation
method
Our Company ZL202110635144.4 Invention June 7, 2021
31
Nuclear power pipe
expansion equipment
and nuclear power pipe
manufacturing system
Our Company,
Shanghai Nuclear
Engineering
Research & Design
Institute Co.,Ltd.
ZL202010914406.6 Invention September 1, 2020
32
A 1E-grade
heatshrinkable sleeve for
nuclear power plants and
its preparation method
Our Company,
Shanghai Nuclear
Engineering
Research & Design
Institute Co.,Ltd.
ZL202010908459.7 Invention September 1, 2020
33 Heating device Our Company ZL202110934379.3 Invention August 13, 2021
34
A halogen-free high-
flame-retardant
oil-resistant heat-
shrinkable identification
tube and its production
method
Our Company ZL202010215728.1 Invention March 25, 2020
35
Low-temperature
processable irradiated
cross-linked high-
temperature resistant
cable insulation material
and its production
method
Our Company ZL201811169212.7 Invention October 8, 2018
– IV-11 –


--- page 438 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
No. Patent Registered owner Registration No.
Type of
patent Application Date
36
Wire and cable material
and its preparation
method
Our Company ZL202210661276.9 Invention June 10, 2022
37
A heat-shrinkable
material, heat-shrinkable
sleeve, and its
preparation method
Pressure-resistant and
stretch-resistant pipe
winding equipment
Our Company ZL202210205798.8 Invention March 2, 2022
38 A coaxial structure data
cable
Huizhou LTK,
Huizhou Cable,
Shenzhen Cable,
Changzhou LTK
ZL201511009768.6 Invention December 26, 2015
39
An SFP high-frequency
cable and its production
method
Huizhou LTK,
Huizhou Cable,
Shenzhen Cable,
Changzhou LTK
ZL201210454755.X Invention November 2, 2012
40
A production process for
a high-precision
fluoroplastic film
coating line
Huizhou LTK,
Huizhou Cable,
Shenzhen Cable,
Changzhou LTK
ZL202110571756.1 Invention May 25, 2021
41 Robot-specific line
Huizhou LTK,
Huizhou Cable,
Shenzhen Cable,
Changzhou LTK
ZL202110438408.7 Invention April 22, 2021
42
A high-flexibility FT-4
grade halogen-free
flame-retardant
sheathing compound, its
preparation method, and
cable
Huizhou LTK,
Huizhou Cable,
Shenzhen Cable,
Changzhou LTK
ZL202210809271.6 Invention July 11, 2022
43
A non-crosslinked,
halogen-free, flame-
retardant cable insulation
material or sheath
material and its
preparation method
Woer New Energy ZL201210393493.0 Invention September 29, 2012
44 Locking structure and
charging gun Woer New Energy ZL201611136557.3 Invention December 9, 2016
45 Gun head assembly and
charging gun Woer New Energy ZL201611035620.4 Invention November 18, 2016
46
An electromagnetic lock
system for a charging
gun, its control method,
and the charging gun
Woer New Energy ZL201611262668.9 Invention December 30, 2016
47
Connection process and
connection structure of
cables and terminals
Woer New Energy ZL201811006716.7 Invention August 29, 2018
– IV-12 –


--- page 439 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
No. Patent Registered owner Registration No.
Type of
patent Application Date
48 Liquid-cooled terminals
and charging gun Woer New Energy ZL201710917676.0 Invention September 29, 2017
49
A heat exchange
structure for a charging
gun and the charging
gun
Woer New Energy ZL201611054001.X Invention November 25, 2016
50 Cooling system for
charging equipment Woer New Energy ZL201710374795.6 Invention May 24, 2017
51
An electromagnetic lock
shaft, its installation
method, and the
electromagnetic lock
Woer New Energy ZL201710097715.7 Invention February 22, 2017
52
Liquid-cooled cable
plug-in assemblies and
connectors
Woer New Energy ZL201710913224.5 Invention September 29, 2017
53 Liquid-cooled terminals
and charging guns Woer New Energy ZL202111675214.5 Invention December 31, 2021
54 A water-medium liquid-
cooled cable Woer New Energy ZL202111144894.8 Invention September 28, 2021
55
A ceramicized silicone
rubber, its preparation
method, and applications
Changzhou Woke,
Shanghai Keter ZL201110266011.0 Invention August 29, 2011
56 A composite cushioning
insulation pad structure
Changzhou Woke,
Shanghai Keter ZL202222287692.5 Invention August 29, 2022
57
A B1-grade low-smoke
halogen-free cable
sheathing material and
its preparation method
Changzhou Woke,
Shanghai Keter ZL202011520918.0 Invention December 21, 2020
58
A radiation-crosslinked
heat-shrinkable material
and its preparation
method
Our Company &
Shenzhen
Heat-Shrinkable
ZL202011092749.5 Invention October 13, 2020
59
MES system with
dynamic remote loading
functionality, loading
method, terminal, and
medium
Shenzhen Orbit ZL202110458452.4 Invention April 27, 2021
60
Method, device,
equipment, and storage
medium for
automatically generating
a client
Shenzhen Orbit ZL202410309161.2 Invention March 19, 2024
61
High-frequency data
wires, high-frequency
data wire harnesses, and
high-frequency data
cables
Huizhou LTK,
Huizhou Cable,
Shenzhen Cable,
Changzhou LTK
ZL201910736243.4 Invention August 9, 2019
– IV-13 –


--- page 440 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
No. Patent Registered owner Registration No.
Type of
patent Application Date
62 High-frequency data
transmission lines
Huizhou LTK,
Huizhou Cable,
Shenzhen Cable,
Changzhou LTK
ZL201910055503.1 Invention January 21, 2019
63
Core wires and their
preparation methods,
high-speed transmission
lines
Huizhou LTK,
Huizhou Cable,
Changzhou LTK
ZL202110965207.2 Invention August 23, 2021
(c) Domain Names
As of the Latest Practicable Date, we have registered the following domain names which we consider
to be material to our business:
No. Domain name Registered owner Registration date Expiry date
1 woer.com Our Company August 8, 2002 August 8, 2026
2 ltkcable.com Huizhou LTK July 5, 1996 July 4, 2027
3 cyg-dz.com Dongguan Changyuan June 18, 2015 June 18, 2026
4 woerxny.com Woer New Energy October 18, 2016 October 18, 2026
5 cyg-electronics.com Shanghai Changyuan September 18, 2018 September 18, 2026
6 keter.com.cn Shanghai Keter December 28, 2000 December 28, 2031
7 orbitmes.com Shenzhen Orbit January 21, 2006 January 21, 2028
(d) Copyrights
As of the Latest Practicable Date, we had registered the following copyrights, which we consider to be
material to our Group’s business:
No. Copyright Name
Registered
Owner Registration No. Category
Registration
Date
Place of
Registration
1
Woer Heat-Shrinkable
Material Cable Status
Comprehensive Online
Monitoring Device Software
(࿒ၝΥίᇞ္
಻ༀໄழ΁)
Our Company 2023SR0472788 Software
copyright
April 14,
2023 PRC
2
Woer Heat-Shrinkable
Material Wireless
Temperature Measurement
Online Monitoring
Equipment Software (ࣨ
ҿೌᇞ಻๝ίᇞ္಻ண௪ழ΁)
Our Company 2023SR0472142 Software
copyright
April 14,
2023 PRC
3
Woer Heat-Shrinkable
Material Intelligent
Comprehensive Function
Grounding Box Integrated
Controller Software (ࣨ
ҿ౽ঐၝΥ̌ঐટήᇌණϓછ
Փኜழ΁)
Our Company 2023SR0472375 Software
copyright
April 14,
2023 PRC
4
Woer Heat-Shrinkable
Material Cable Sheath
Grounding Current Intelligent
Monitoring Equipment
Software (ҿཥ᝙ᚐᄴ
౽ঐ္಻ண௪ழ΁)
Our Company 2022SR1378984 Software
copyright
September 28,
2022 PRC
– IV-14 –


--- page 441 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
No. Copyright Name
Registered
Owner Registration No. Category
Registration
Date
Place of
Registration
5
Woer Heat-Shrinkable
Material Cable Metal Sheath
Induction Voltage Intelligent
Monitoring Equipment
Software (᙮
ᚐᄴชᏐཥᏀ౽ঐ္಻ண௪ழ
΁)
Our Company 2022SR1378983 Software
copyright
September 28,
2022 PRC
6
Woer Heat-Shrinkable
Material Cable Operating
Current Intelligent
Monitoring Equipment
Software (ҿཥ᝙༶Б
౽ঐ္಻ண௪ழ΁)
Our Company 2022SR1378871 Software
copyright
September 28,
2022 PRC
7
Shenzhen Orbit Platform User
Extension Module System
(“OrBit-LIC”) V15.0 ( ശᆾԘ
ᅼ෯ӻ
୕(“OrBit-LIC”) V15.0)
Shenzhen
Orbit 2022SR0931897 Software
copyright July 14, 2022 PRC
8
Shenzhen OrbitMOMpro
Enterprise Warehouse
Management System
Software (“MOMpro-WMS”)
V1.0 (ןMOMproΆุ
Ꮇ၍ଣӻ୕ழ
΁(“MOMpro-WMS”) V1.0)
Shenzhen
Orbit 2024SR0605482 Software
copyright May 7, 2024 PRC
9
Execution System Software
(“MOMPro-MES”) V6.0 ( ശ
ןMOMProΆุႡிੂБ
ӻ୕ழ΁(“MOMPro-MES”)
V6.0)
Shenzhen
Orbit 2024SR1271846 Software
copyright
August 29,
2024 PRC
Save as disclosed above, as of the Latest Practicable Date, there was no other trade or service mark,
patent, intellectual or industrial property right which was material in relation to our business.
FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
1. Disclosure of Interests
Save as disclosed below, immediately following completion of the Global Offering (assuming the options
granted under the 2025 Share Option Scheme are not exercised), so far as our Directors are aware, none of our
Directors and chief executive has any interest or short positions in our shares, underlying shares or debentures of
our Company or any associated corporations (within the meaning of Part XV of the SFO) which will have to be
notified to our Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the
SFO (including interests and short positions which they are taken or deemed to have under such provisions of the
SFO), or which will be required, pursuant to section 352 of the SFO, to be entered in the register referred to
therein, or which will be required to be notified to our Company and the Hong Kong Stock Exchange pursuant to
the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules.
– IV-15 –


--- page 442 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(i) Interest in our Company
Name of Director or chief executive Position
Capacity/
nature
of interest
Number of
A Shares held
Approximate
percentage of
shareholding in
the A Shares(2)
Approximate
percentage of
shareholding in the
total issued share
capital of our
Company (3)
(%) (%)
Mr. Zhou(4) Chairman
and
Executive
Director
Beneficial
Owner
Interest in
Controlled
Corporation
189,563,801 15.05 13.54
Ms. Yi Huarong (
ശႂ)(4) Executive
Director,
General
Manager
Spousal
interest
Interest in
Controlled
Corporation
189,563,801 15.05 13.54
Mr. Liu Zhanli (
ᄎ̕ଣ) Executive
Director
Spousal
interest
13,000 0.00 0.00
Ms. Deng Yan ( ቎䝙) Executive
Director
Beneficial
Owner
8,320 0.00 0.00
Notes:
(1) All interests stated are long positions.
(2) The calculation is based on the total number of 1,259,898,562 A Shares in issue (including treasury A Shares) upon Listing.
(3) The calculation is based on the total number of 1,399,887,362 shares in issue (including treasury A Shares) immediately following the
completion of the Global Offering and without taking into account any shares which may be issued pursuant to the exercise of the
options granted under the 2025 Share Option Scheme.
(4) Please see “Substantial Shareholders” in this prospectus.
2. Substantial Shareholders
For the information on the persons who will, immediately following the completion of the Global Offering
(without taking into account any shares which may be issued pursuant to the exercise of the options granted
under the 2025 Share Option Scheme), have interests or short positions in our shares or underlying shares which
would be required to be disclosed to our Company and the Hong Kong Stock Exchange under the provisions of
Divisions 2 and 3 of Part XV of the SFO, see “Substantial Shareholders” in this prospectus.
– IV-16 –


--- page 443 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Save as set out below, our Directors are not aware of any other person (other than our Directors, or chief
executive) who will, immediately following completion of the Global Offering (without taking into account any
shares which may be issued pursuant to the exercise of the options granted under the 2025 Share Option
Scheme), 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 member of our Group other than our
Company:
Our subsidiary
Total
registered
capital
Person with 10%
or more interest
Approximate
percentage
of the interest
in the subsidiary
(RMB) (%)
Shanghai Keter 94,520,000 Jiang Mingshu (ૺ) 11.31%
Huizhou Yueting Electronics Co., Ltd.
(ʮ̡)
74,000,000 Shenzhen Weizhen Technology Co., Ltd.
(ʮ̡)
49%
Shenzhen Judian Network Technology
Co., Ltd. (ࠢ
ʮ̡)
50,000,000 Mosopower Technology Co., Ltd.
(ʮ̡)
13.50%
Li Wenbin ( ҽ˖ⅳ) 13.08%
Shenzhen Orbit 10,000,000 Huang Rui ( රြ) 27.10%
Shenzhen Huaju Technology Venture
Capital Partnership (Limited
Partnership) (
Ҧ௴ุҳ༟Υ
Υྫ)
10%
3. Service Contracts
Each of our Directors has entered into a service contract with our Company. The principal particulars of
these service contracts comprise (a) a term of three years commencing from the date of appointment; and
(b) termination provisions in accordance with their respective terms. Our Directors may be re-appointed subject
to shareholders’ approval.
Save as disclosed above, none of our Directors has or is proposed to have entered into any service contract
with any member of our Group (excluding contracts expiring or determinable by any member of our Group
within one year without payment of compensation other than statutory compensation).
4. Remuneration of Directors
Save as disclosed in the section headed “Directors and Senior Management” in this prospectus and note 11
to the Accountants’ Report, for the three years ended December 31, 2022, 2023 and 2024 and nine months ended
September 30, 2025, none of our Directors received other remunerations of benefits in kind from us.
5. Employee Incentive Schemes
The following is a summary of the principal terms of the Employee Incentive Schemes, i.e. the 2025 Share
Option Scheme and the 2025 Restricted Share Scheme, and the details regarding the outstanding options granted
under the 2025 Share Option Scheme. Since no further options or awards will be granted by our Company
pursuant to the Employee Incentive Schemes after the Listing, the provisions of Chapter 17 of the Listing Rules
do not apply to the terms of the Employee Incentive Schemes.
(a) 2025 Share Option Scheme
(i) Purpose
The purpose of the 2025 Share Option Scheme are to further enhance the Company’s long-term incentive
mechanism, attract and retain outstanding talent, and fully mobilize the enthusiasm of the Company’s key staff.
The scheme aims to effectively align the interests of shareholders, the Company, and the key staff members,
ensuring that all parties focus on the Company’s long-term development.
– IV-17 –


--- page 444 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(ii) Participants
The participants of the 2025 Share Option Scheme (the “ 2025 Eligible Participants ”) are core management
personnel, key technical staff and business development personnel who play a significant role in the overall
performance and long-term development of the Company.
The scope of eligible participants excludes Directors, Supervisors (if any), members of senior management,
shareholders who individually or collectively hold 5% or more of the shares of our Company and their respective
spouse, parents and children.
(iii) 2025 Scheme Mandate Limit
The total number of underlying shares which may be issued upon exercise of all outstanding options granted
under the 2025 Share Option Scheme (the ‘‘ 2025 Scheme Mandate Limit ’’) shall be 8,233,800 A Shares. Upon
implementation of the 2025 Share Option Scheme, the total number of outstanding A Shares which may be
issued in respect all options granted under all the effective share option schemes of the Company will not exceed
10% of the Company’s shares as of the date of the publication of the 2025 Share Option Scheme. The 2025
Scheme Mandate Limit shall be adjusted in the event of any alteration in the capital structure of our Company
whilst any option remains exercisable, to proportionally reflect any capitalization of profits or reserves, bonus
issue, rights issue, sub-division, consolidation of shares, dividend distribution, etc. of our Company.
(iv) Maximum entitlement of a grantee
Any grant of the options to any grantees in respect of all the options granted to such person under all validly
subsisting share option schemes of the Company in aggregate shall not exceed 1% of the shares in issue.
(v) Duration of the 2025 Share Option Scheme
The 2025 Share Option Scheme shall be valid and effective for the period of time commencing from the date
of grant of options, i.e. April 24, 2025 (the ‘‘ 2025 Scheme Effective Date’’ ) and expiring on the day when all
options granted to the 2025 Eligible Participants under the 2025 Share Option Scheme are exercised or cancelled,
which shall in any event be no later than the date which is 36 months after the 2025 Scheme Effective Date.
(vi) Transferability of options
The options granted under the 2025 Share Option Scheme shall not be transferred or used as guarantee or
for repayment of debts.
(vii) Outstanding options granted under the 2025 Share Option Scheme
As of the Latest Practicable Date, a total of 466 2025 Eligible Participants have been granted outstanding
options under the 2025 Share Option Scheme to subscribe for 8,089,700 A Shares in aggregate, representing
0.58% of the total issued shares immediately after the completion of the Global Offering (including treasury A
Shares and assuming the options granted under the 2025 Share Option Scheme are not exercised). All the
outstanding options under the 2025 Share Option Scheme were granted on April 24, 2025 and our Company will
not grant any further options under the 2025 Share Option Scheme after the Listing.
No consideration was payable for the grant of the options. Assuming full vesting and exercise of all
outstanding options under the 2025 Share Option Scheme, the shareholding of our shareholders immediately
following completion of the Global Offering (including treasury A Shares) will be diluted by a maximum of
approximately 0.58%. The maximum dilution effect on our earnings per share would be approximately 0.58%.
– IV-18 –


--- page 445 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
As of the Latest Practicable Date, no option was granted to any Director, senior management or connected
persons at the Company level. The table below sets out the details of outstanding options granted to the
26 connected persons at subsidiary level of our Company, each a director (including those who served as a
director in the past 12 months), supervisor and/or general manager of certain of our subsidiaries, under the 2025
Share Option Scheme as of the Latest Practicable Date:
Name Address
Exercise
Price
(RMB per
A Share)
Number of
A Shares
Underlying the
Outstanding
Options
Date of
Grant
Vesting
Period
Exercise
Periods
Approximate %
of Share
Capital of Our
Company
immediately
after
Completion of
Global Offering
Zhong Jincheng
(۬ږ)
Building C, 8th Floor,
Room 801, Block 1,
Vanke Jinyu Dongjun,
No. 6 Xingzheng Er
Road, Pingshan
District, Shenzhen City,
Guangdong Province
21.73 15,000 April 24,
2025
Note (2) Note (3) 0.00%
Kang Shufeng
(
ࢤ)
Unit B, Room 504,
Block 2, South Area,
Liuxianju, Xili,
Nanshan District,
Shenzhen City,
Guangdong Province
21.73 300,000 April 24,
2025
Note (2) Note (3) 0.02%
Wang Yuming
(
׼)
Unit B, Room 5B,
Building 3, Phase 2, Jia
Hong Wan Garden,
No. 10 Xingzheng Yi
Road, Pingshan
District, Shenzhen City,
Guangdong Province
21.73 75,000 April 24,
2025
Note (2) Note (3) 0.01%
Hu Ping (
̻) Building 6, Phase 2,
Vanke Jinyu Tixiang,
Pingshan District,
Shenzhen City,
Guangdong Province
21.73 60,000 April 24,
2025
Note (2) Note (3) 0.00%
Kong Meng
(
ˆႆ)
Room 1702, Building 5,
Shenye Yuyuan, No. 1
Lu Wu First Lane,
Kengzi Subdistrict
Office, Pingshan
District, Shenzhen City,
Guangdong Province
21.73 30,000 April 24,
2025
Note (2) Note (3) 0.00%
Chen Jiaxu
(
௓ᬞϛ)
1-1-1, No. 1-1,
Mudanjiang Street,
Huanggu District,
Shenyang City
21.73 60,000 April 24,
2025
Note (2) Note (3) 0.00%
Huang Lulu (
䔔
ⶨⶨ)
Room 603, Building 6,
Liuxianju, No. 19
Xingaolu, Nanshan
District, Shenzhen City,
Guangdong Province
21.73 15,000 April 24,
2025
Note (2) Note (3) 0.00%
Li Yanhui
(
ҽ䝙ሾ)
Woer Building, Xinwei
Industrial Area,
Nanshan District,
Shenzhen City,
Guangdong Province
21.73 30,000 April 24,
2025
Note (2) Note (3) 0.00%
– IV-19 –


--- page 446 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Name Address
Exercise
Price
(RMB per
A Share)
Number of
A Shares
Underlying the
Outstanding
Options
Date of
Grant
Vesting
Period
Exercise
Periods
Approximate %
of Share
Capital of Our
Company
immediately
after
Completion of
Global Offering
Zhou Bailian
(մͣᇳ)
Room 403, Fuxiang
Pavilion, No. 41 E’ling
South Road, Huicheng
District, Huizhou City,
Guangdong Province
21.73 7,500 April 24,
2025
Note (2) Note (3) 0.00%
Qi Chunjie (
ગ
؏݆)
Woer Building, Xinwei
Industrial Area, No. 105
Xingaolu, Nanshan
District, Shenzhen City,
Guangdong Province
21.73 105,000 April 24,
2025
Note (2) Note (3) 0.01%
Chen Dan
(
௓ʗ)
Unit 5, Room 201,
Block 1, No. 2 Changhu
West Road, Huicheng
District, Huizhou City,
Guangdong Province
21.73 120,000 April 24,
2025
Note (2) Note (3) 0.01%
Liao Jinping
(
റ)
Group 1, Tongkou
Village, South Dang,
Huitong Township,
Ningdu County,
Ganzhou, Jiangxi
Province
21.73 3,000 April 24,
2025
Note (2) Note (3) 0.00%
Zhang Qiang
(
ੵ੶)
No. 3039 Bao’an North
Road, Luohu District,
Shenzhen City,
Guangdong Province
21.73 15,000 April 24,
2025
Note (2) Note (3) 0.00%
Huang Rui
(
䔔ြ)
Room 401, Block 15,
Xinju, Jinlin Road,
Xiameilin, Meihua
Road, Futian District,
Shenzhen City,
Guangdong Province
21.73 7,500 April 24,
2025
Note (2) Note (3) 0.00%
Ma Pengfei
(
࠭)
No. 87 Zhongkai Fifth
Road, Shuguang
Neighborhood
Committee, Chenjiang
Subdistrict Office,
Huizhou City,
Guangdong Province
21.73 75,000 April 24,
2025
Note (2) Note (3) 0.01%
Li Jing (
ҽവ) Room 2106, Unit 2,
Building 1, No. 208
Keji Road, Yanta
District, Xi’an City
21.73 75,000 April 24,
2025
Note (2) Note (3) 0.01%
Wei Lidong (
ᕧ
؇)
Unit B, Room 1902,
Building 4, Zhaoshang
Garden, No. 4
Xingzheng Er Road,
Pingshan District,
Shenzhen City,
Guangdong Province
21.73 75,000 April 24,
2025
Note (2) Note (3) 0.01%
– IV-20 –


--- page 447 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Name Address
Exercise
Price
(RMB per
A Share)
Number of
A Shares
Underlying the
Outstanding
Options
Date of
Grant
Vesting
Period
Exercise
Periods
Approximate %
of Share
Capital of Our
Company
immediately
after
Completion of
Global Offering
Du Weiyi
(Ӂሊ່)
Room 102, No. 24,
Lane 101, Nanhua
Road, Nanxiang Town,
Jiading District,
Shanghai City
21.73 52,500 April 24,
2025
Note (2) Note (3) 0.00%
Gao Yufeng (
৷
ࢤ)
Room 21H, Golden Sea
Tower, Kangle
Building, Xuefu Road,
Nanshan District,
Shenzhen City,
Guangdong Province
21.73 30,000 April 24,
2025
Note (2) Note (3) 0.00%
Peng Xiongxin
(
ుඪː)
Unit B, Room 604,
Block 2, South Area,
Liuxianju, No. 19
Xingaolu, Nanshan
District, Shenzhen City,
Guangdong Province
21.73 60,000 April 24,
2025
Note (2) Note (3) 0.00%
Chen Mianxing
(
݋)
Cailou Group, Luozhai
Village, Zilu Town,
Luoshan County, Henan
Province
21.73 37,500 April 24,
2025
Note (2) Note (3) 0.00%
Qi Xinghua (
١
ጳശ)
Woer Building, Xinwei
Industrial Area,
Nanshan District,
Shenzhen City,
Guangdong Province
21.73 3,000 April 24,
2025
Note (2) Note (3) 0.00%
Kong Jianjun
(
ࠏܔ)
Unit A, Room 1402,
Building 6, Jiazhaoye
Yuefeng Garden, No. 2
Longjing Road,
Longgang District,
Shenzhen City,
Guangdong Province
21.73 90,000 April 24,
2025
Note (2) Note (3) 0.01%
Ma Pengyu
(
৵ᘄρ)
Room 1301, Block 1,
Guozhao Jiaren
Building, No. 40
Hongjing Road,
Huicheng District,
Huizhou City,
Guangdong Province
21.73 75,000 April 24,
2025
Note (2) Note (3) 0.01%
Zhang Weibo
(
ت)
Room 7C1, Block B,
Building 4, Phase 2,
Jiahongwan Garden,
No. 10 Xingzheng
1st Road, Pingshan
District, Shenzhen City,
Guangdong Province
21.73 60,000 April 24,
2025
Note (2) Note (3) 0.00%
Shao Bibo
(
ت)
Woer Company
Industrial Park, No. 53
Qingsong West Road,
Large Industrial Zone,
Pingshan Subdistrict,
Pingshan New District,
Shenzhen City,
Guangdong Province
21.73 60,000 April 24,
2025
Note (2) Note (3) 0.00%
– IV-21 –


--- page 448 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Notes:
(1) The calculation is based on 1,399,887,362 shares in issue immediatel y after the Global Offering (taking into account treasury A Shares, and
assuming the options granted under the 2025 Share Option Scheme are not exercised).
(2) The vesting periods are 12 months and 24 months commencing from the grant date of the 2025 Share Option Scheme, i.e. April 24, 2025.
(3) The exercise periods for the relevant options are as follows: 50% of the options shall be exercisable from April 25, 2026 to April 24,
2027, and 50% of the options shall be exercisable from April 25, 2027 to April 24, 2028.
As of the Latest Practicable Date, other than the 26 individuals who were our connected persons of our
Company disclosed above, no options were granted to any Directors, senior management members and/or other
connected persons of our Company under the 2025 Share Option Scheme.
Save for the grantees disclosed above, the remaining 440 grantees who were not our Directors, senior
management members or other connected persons of our Company held an aggregate of 6,553,700 options that
were still outstanding and unexercised under the 2025 Share Option Scheme as of the Latest Practicable Date,
representing 0.47% of the total issued shares immediately after the completion of the Global Offering (including
treasury A Shares and assuming the options granted under the 2025 Share Option Scheme are not exercised). The
table below set out the details of the outstanding options granted to such remaining grantees under the 2025
Share Option Scheme as of the Latest Practicable Date:
Range of
Outstanding
Shares under
Options Granted
Total
Number of
Grantees
Total Number of
Outstanding
Shares under
Options Granted
Exercise
Price
(RMB per
A Share)
Date of
Grant
Vesting
Period
Exercise
Periods
Approximate
% of Share
Capital of Our
Company
Immediately
after Completion
of the Global
Offering(1)
1-5,000 129 377,700 21.73 April 24,
2025
See Note (2)
below
See Note (3)
below
0.03%
5,001-10,000 133 983,400 21.73 April 24,
2025
See Note (2)
below
See Note (3)
below
0.07%
10,001-50,000 160 4,007,600 21.73 April 24,
2025
See Note (2)
below
See Note (3)
below
0.29%
50,001-90,000 18 1,185,000 21.73 April 24,
2025
See Note (2)
below
See Note (3)
below
0.08%
Notes:
(1) The calculation is based on 1,399,887,362 shares in issue immediately after the Global Offering (including treasury A Shares and
assuming the options granted under the 2025 Share Option Scheme are not exercised).
(2) The vesting periods are 12 months and 24 months commencing from the grant date of the 2025 Share Option Scheme, i.e. April 24, 2025.
(3) The exercise periods for the relevant options are as follows: 50% of the options shall be exercisable from April 25, 2026 to April 24,
2027, and 50% of the options shall be exercisable from April 25, 2027 to April 24, 2028.
We have applied to the Stock Exchange and SFC, respectively for (i) a waiver from strict compliance with
the disclosure requirements under Rule 17.02(1)(b) of, and paragraph 27 of Appendix D1A to, the Listing Rules;
and (ii) a certificate of exemption under Section 342A of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance exempting the Company from strict compliance with the disclosure requirements under
paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions)
Ordinance. See “Waivers from Strict Compliance with the Hong Kong Listing Rules and Exemption from
Compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance — Waiver and
Exemption in Relation to the 2025 Share Option Scheme.’’
– IV-22 –


--- page 449 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(b) 2025 Restricted Share Scheme
(i) Purpose
The purpose of the 2025 Restricted Share Scheme is to improve our Group’s corporate governance structure
and incentivize our Group’s management and key employees to achieve a sustained and long-term development
of our Group. The 2025 Restricted Share Scheme is implemented to attract, retain and motivate management and
key employees of our Group, and to promote the success of our Group’s business by providing them with
appropriate incentives based on fulfilling certain performance goals.
(ii) Administration
The 2025 Restricted Share Scheme is executed by the Board subject to the authorization by the
shareholders. The meeting of all participants of the 2025 Restricted Share Scheme (“ Participants”) shall have
the full power to administer the 2025 Restricted Share Scheme. A management committee, the members of
which are elected by the meetings of the Participants, is authorized to oversee the day-to-day management of the
2025 Restricted Share Scheme.
(iii) Eligibility and Participation
Participants will consist of Directors (excludes independent non-executive Directors), Supervisors (if any),
management and key employees of our Group as the Board determines from time to time to receive awards under
the 2025 Restricted Share Scheme.
The scope of eligible participants excludes shareholders who individually or collectively hold 5% or more
of the shares of our Company and their respective spouse, parents and children.
(iv) Source and Maximum Number of Shares
The shares underlying the 2025 Restricted Share Scheme shall be A Shares repurchased by our Company
from the secondary market and transferred to the 2025 Restricted Share Scheme.
Each award granted represents the entitlement to the corresponding portion of A Shares underlying the 2025
Restricted Share Scheme (“ Awards”). These Awards are subject to a lock-up period and will only be unlocked
upon fulfilling the unlocking conditions stipulated. The maximum number of shares in respect of the Awards that
can be granted under the 2025 Restricted Share Scheme is 3,324,600. Such limit shall be adjusted in the event of
any alteration in the capital structure of our Company whilst any option remains exercisable, to proportionally
reflect any capitalization of profits or reserves, bonus issue, rights issue, sub-division, consolidation of shares,
dividend distribution, etc. of our Company.
Upon implementation of the 2025 Restricted Share Scheme, the total number of A Shares under all the
effective share option schemes of the Company will not exceed 10% of the Company’s shares.
(v) Maximum entitlement of Participant
Any grant of the Restricted A Share to any Participant in respect of all the Restricted A Shares granted to
such person under all validly subsisting employee incentive schemes of the Company in aggregate shall not
exceed 1% of the shares in issue (excluding any shares obtained through duly exercised options or vested
restricted A shares).
(vi) Term of the Scheme
The term of the 2025 Restricted Share Scheme shall be no more than 36 months from the date of the
shareholders approved and the announcement of the last transfer of the relevant A Shares into the 2025 Restricted
Share Scheme, i.e. May 12, 2025. Should the 2025 Restricted Share Scheme not be extended upon its expiration,
it will automatically terminate.
– IV-23 –


--- page 450 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
(vii) Performance Targets and Lock-up
Subject to fulfillment of the performance targets, the Awards held by the Participants shall be unlocked in
two installments in the proportion of 50% and 50%, commencing from 12 months and 24 months, respectively,
after the announcement date of the Company’s transfer of the last tranche of underlying shares to the 2025
Restricted Share Scheme. The A Shares underlying the unlocked Awards shall be sold by the management
committee as authorized by the meetings of the Participants, with the net proceeds to be distributed to the
relevant Participants proportionately.
(viii) Details of the Awards granted
As of the Latest Practicable Date, the aggregate number of A Shares granted under the 2025 Restricted
Share Scheme was 3,281,400, representing approximately 0.26% of the issued share capital of our Company
(excluding treasury A Shares) as at the Latest Practicable Date and approximately 0.24% of the total issued share
capital of our Company immediately following the completion of the Global Offering (excluding treasury
A Shares and assuming the options granted under the 2025 Share Option Scheme are not exercised). As of the
Latest Practicable Date, none of the granted restricted A Shares were released from the lock-up.
As of the Latest Practicable Date, an aggregate of 240,000 restricted A Shares were granted to our three
Directors, namely, Mr. Xia Chunliang, Mr. Liu Zhanli and Ms. Deng Yan and an aggregate of 1,536,000
restricted A Shares were granted to connected persons at subsidiary level. None of the other grantees under the
2025 Restricted Share Scheme connected persons of our Company as of the Latest Practicable Date.
6. Disclaimers
(a) None of our Directors or any of the parties listed in the paragraph headed “—Other Information—6.
Qualifications of Experts” in this Appendix is:
(i) interested in our promotion, or in any assets which have been, within two years immediately
preceding the date of this prospectus, acquired or disposed of by or leased to us, or are proposed to
be acquired or disposed of by or leased to any member of our Company; or
(ii) materially interested in any contract or arrangement subsisting at the date of this prospectus which
is significant in relation to our business;
(b) Save in connection with the Hong Kong Underwriting Agreement and the International Underwriting
Agreement, none of the parties listed in the paragraph headed “—Other Information—6. Qualifications
of Experts” in this Appendix:
(i) is interested legally or beneficially in any shares in any member of our Group; or
(ii) has any right (whether legally enforceable or not) to subscribe for or to nominate persons to
subscribe for any securities in any member of our Group;
(c) None of our Directors 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; and
(d) So far as is known to our Directors, none of our Directors or their respective close associates (as
defined under the Listing Rules) or shareholders who owns more than 5% of the issued shares of our
Company has any interests in the five largest customers or the five largest suppliers of our Group in
each year/period during the Track Record Period.
– IV-24 –


--- page 451 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
OTHER INFORMATION
1. Recent Change of Director
Our former Director and chairperson, Mr. Zhou Wenhe (ئwho served as our chairperson since
October 2019, resigned as a Director and our chairperson in May 2025 due to personal reasons, and was
succeeded by his brother and our founder, Mr. Zhou.
Our former independent non-executive Director, Ms. Chen Yanyan (
௓ဉဉ), who served as our independent
Director since October 2019 and was re-designated as an independent non-executive Director in June 2025,
resigned from her position upon the expiry of her term of office. Her resignation was accepted by the Board and
became effective on November 18, 2025.
2. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to impose on our
Company or any of our subsidiaries under the laws of the PRC.
3. Litigation
As of the Latest Practicable Date, we were not aware, of any litigation, arbitration or claim of material
importance pending or threatened against any member of our Group, which would have a material adverse effect
on our financial condition or results of operations, taken as a whole.
4. Joint Sponsors
The Joint Sponsors have made an application on behalf of our Company to the Hong Kong Stock Exchange
for the listing of, and permission to deal in, our H Shares. All necessary arrangements have been made to enable
the securities to be admitted into CCASS.
The Joint Sponsors satisfy the independence criteria applicable to sponsors set out in Rule 3A.07 of the
Listing Rules. China Securities (International) Corporate Finance Company Limited and China Merchants
Securities (HK) Co., Limited will receive a total fee of US$450,000 to act as sponsors to our Company in
connection with the Global Offering.
5. Preliminary Expenses
As of the Latest Practicable Date, our Company has not incurred material preliminary expenses.
6. Qualifications of Experts
The qualifications of the experts (as defined under the Listing Rules and the Companies (Winding Up and
Miscellaneous Provisions) Ordinance) who have given opinions and/or advice in this prospectus are as follows:
Name Qualifications
China Securities (International) Corporate Finance
Company Limited
Licensed to conduct Type 1 (dealing in securities)
and Type 6 (advising on corporate finance) of
regulated activities as defined under the SFO
China Merchants Securities (HK) Co., Limited Licensed to conduct Type 1 (dealing in securities),
Type 2 (dealing in futures contracts), Type 4
(advising on securities), Type 6 (advising on
corporate finance) and Type 9 (asset management) of
regulated activities as defined under the SFO
Moore CPA Limited Certified Public Accountants and Registered Public
Interest Entity Auditor
Sundial Law Firm Company’s PRC legal adviser
– IV-25 –


--- page 452 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. Independent industry consultant
Everone Law Firm Company’s Vietnam legal adviser
Hogan Lovells Company’s U.S. outbound investment legal adviser
7. Consents
Each of the experts as referred to in the paragraph headed “—Other Information—6. Qualifications of
Experts” in this Appendix has given and has not withdrawn its respective written consents to the issue of this
prospectus with the inclusion of certificates, letters, opinions or reports and the references to its name included
herein in the form and context in which it respectively included.
8. Taxation of Holders of H Shares
(a) Hong Kong
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty. The current rate charged
on each of the purchaser and seller is 0.1% of the consideration or, if higher, the fair value of the H Shares being
sold or transferred.
(b) Consultation with Professional Advisers
Potential investors in the Global Offering are urged to consult their professional tax advisers if they are in
any doubt as to the taxation implications of subscribing for, purchasing, holding or disposing of or dealing in our
H Shares (or exercising rights attached to them). None of our Company, our Directors, the Joint Sponsors, the
Sponsor-overall Coordinators, the Joint Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, or any other person or party involved in the Global Offering accept
responsibility for any tax effects on, or liabilities of, any person, resulting from the subscription, purchase,
holding or disposal of, dealing in or the exercise of any rights in relation to our H Shares.
9. No Material Adverse Change
Our Directors confirm that, as of the date of this prospectus, there has been no material adverse change in
the financial or trading position of our Company since September 30, 2025 (being the latest balance sheet date of
our consolidated financial statements as set out in the Accountants’ Report).
10. Promoters
The promoters of our Company are all then 15 shareholders of our Company as of September 28, 2004
before our conversion into a joint stock company with limited liability. Save as disclosed in the section headed
“History, Development and Corporate Structure” in this prospectus, within the two years preceding the date of
this prospectus, no cash, securities or other benefit has been paid, allotted or given or is proposed to be paid,
allotted or given to any promoter in connection with the Global Offering and the related transactions described in
this prospectus.
11. Restrictions on Repurchase
For details, see Appendix III to this prospectus.
12. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance of it, of rendering all persons
concerned bound by all of the provisions (other than the penal provisions) of sections 44A and 44B of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable.
– IV-26 –


--- page 453 ---
APPENDIX IV STATUTORY AND GENERAL INFORMATION
13. Bilingual Prospectus
The English and Chinese language versions of this prospectus are being published separately, in reliance
upon the exemption provided under section 4 of the Companies (Exemption of Companies and Prospectuses from
Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong).
14. Miscellaneous
The Company confirms that:
(a) within the two years preceding the date of this prospectus, (i) our Company has not issued nor agreed
to issue any share or loan capital fully or partly paid either for cash or for a consideration other than
cash; and (ii) no commission, discount, brokerage or other special term has been granted in connection
with the issue or sale of any shares of our Company;
(b) no share or loan capital of our Company, if any, is under option or is agreed conditionally or
unconditionally to be put under option;
(c) our Company has not issued nor agreed to issue any founder shares, management shares or deferred
shares;
(d) our Company has no outstanding convertible debt securities or debentures;
(e) there is no arrangement under which future dividends are waived or agreed to be waived;
(f) there has been no interruption in our business which may have or have had a significant effect on the
financial position in the last 12 months;
(g) our Company is a joint stock limited company and is subject to the PRC Company Law.
– IV-27 –


--- page 454 ---
APPENDIX V DOCUMENTS DELIVERED TO THE
REGISTRAR OF COMPANIES AND AVAILABLE ON DISPLAY
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to a copy of this prospectus and delivered to the Registrar of Companies in
Hong Kong for registration were:
(i) a copy of the material contract referred to in the paragraph headed “Further Information about the
Business of Our Company—1. Summary of Material Contract” in Appendix IV to this prospectus; and
(ii) the written consents referred to in the paragraph headed “Other Information—7. Consents” in
Appendix IV to this prospectus.
DOCUMENTS AVAILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the Hong Kong Stock
Exchange at www.hkexnews.hk and our website at http://www.woer.com during a period of 14 days from the
date of this prospectus:
(a) the Articles of Association;
(b) the Accountants’ Report prepared by Moore CPA Limited, the text of which is set out in Appendix I to
this prospectus;
(c) the audited consolidated financial statements of our Group for the three years ended December 31,
2022, 2023 and 2024 and nine months ended September 30, 2025;
(d) the report prepared by Moore CPA Limited on the unaudited pro forma financial information of our
Group, the text of which is set out in Appendix IIA to this prospectus;
(e) the letters from Moore CPA Limited and the Joint Sponsors relating to the profit estimate of our Group
for the year ended December 31, 2025, the text of which is set out in Appendix IIB to this Prospectus;
(f) the industry report issued by Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. referred to in the
section headed “Industry Overview” in this prospectus;
(g) the PRC legal opinion issued by Sundial Law Firm, our legal adviser as to PRC law, in respect of,
among other things, the general matters and property interests of our Group under the PRC laws;
(h) the Vietnam legal opinion issued by Everone Law Firm, in respect of, among other things, the general
matters and property interests of our Group under the Vietnam laws;
(i) the legal memorandum issued by Hogan Lovells, our U.S. outbound investment legal adviser, in respect
of, among other things, the risk of exposure under the U.S. outbound investment laws and regulations;
(j) the material contract referred to in the paragraph headed “Further Information about the Business of
Our Company—1. Summary of Material Contract” in Appendix IV to this prospectus;
(k) the service contracts referred to in the paragraph headed “Further Information about Our Directors and
Substantial Shareholders—3. Service Contracts” in Appendix IV to this prospectus;
(l) the terms of the 2025 Share Option Scheme and the 2025 Restricted Share Scheme;
(m) the written consents referred to in the paragraph headed “Other Information—7. Consents” in
Appendix IV to this prospectus; and
(n) the Company Law of the People’s Republic of China, the Securities Law of the PRC and the Overseas
Listing Trial Measures, together with unofficial English translations thereof.
– V-1 –


--- page 455 ---
APPENDIX V DOCUMENTS DELIVERED TO THE
REGISTRAR OF COMPANIES AND AVAILABLE ON DISPLAY
DOCUMENTS AVAILABLE FOR INSPECTION
A list of grantees under the 2025 Share Option Scheme, containing all details as required under the Listing
Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance, will be available for
inspection at the office of O’Melveny & Myers, at 31/F, AIA Central, 1 Connaught Road Central, Hong Kong
during normal business hours up to and including the date which is 14 days from the date of this prospectus.
– V-2 –


--- page 456 ---
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