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GLOBAL
OFFERING
Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
雲英谷科技股份有限公司
VIEWTRIX TECHNOLOGY CO., LTD
Stock Code : 3310
(A joint stock company incorporated in the People’s Republic of China with limited liability)
Joint Bookrunners and Joint Lead Managers
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager


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IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice.
Viewtrix Technology Co., Ltd
ʮ̡
(A joint stock company incorporated in the People’ s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the Global
Offering
: 52,859,200 H Shares (subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 5,286,000 H Shares (subject to
reallocation)
Number of International Offer Shares : 47,573,200 H Shares (subject to
reallocation and the Over-allotment
Option)
Offer Price : HK$20.81 per H Share plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565%
and AFRC transaction levy of 0.00015%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal value : RMB1.00 per H Share
Stock Code : 3310
Joint Sponsors, Sponsor-Overall Coordinators, Overall Coordinators,
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility
for the contents of this Prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for an y loss howsoever
arising from or in reliance upon the whole or any part of the contents of this Prospectus.
A copy of this Prospectus, having attached thereto the documents specified in “Appendix V — Documents Delivered to the Registrar of Companies in Hong K ong
and Available on Display”, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Ho ng Kong
take no responsibility as to the contents of this Prospectus or any other documents referred to above.
The Offer Price will be HK$20.81 per Offer Share, unless otherwise announced. Applicants for the Hong Kong Offer Shares may be required to pay (subject to
application channels), on application, the Offer Price of HK$20.81 for each Hong Kong Offer Share together with brokerage fee of 1.0%, SFC transactio n levy of
0.0027%, the AFRC transaction levy of 0.00015% and Hong Kong Stock Exchange trading fee of 0.00565%.
The Sponsor-Overall Coordinators, on behalf of the Underwriters, may, where considered appropriate and with the Company’s consent, reduce the numb er
of Offer Shares being offered under the Global Offering and/or the Offer Price that stated in this Prospectus at any time prior to the morning of the last
day for lodging applications under the Hong Kong Public Offering. In such case, notices of the reduction in the number of Offer Shares being offered und er
the Global Offering and/or the Offer Price will be published on the website of the Stock Exchange at www.hkexnews.hk
and on the website of the Company
at www.viewtrixtech.com as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the last day
for lodging applications under the Hong Kong Public Offering. See “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares”
sections for further details.
Prospective investors of the Hong Kong Offer Shares should note that the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting
Agreement are subject to termination by Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain ground s
arise prior to 8:00 a.m. on the Listing Date. See “Underwriting” section for further details.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, sold,
pledged or transferred within the United States or to, or for the account or benefit of US persons (as defined in Regulation S), except in transactions e xempt from,
or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares may be offered, sold or delivered outside the United Stat es in offshore
transactions in reliance on Regulation S.
ATTENTION
The Company has adopted a fully electronic application process for the Hong Kong Public Offering. The Company 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 the Company’s website at www.viewtrixtech.com .
If you require a printed copy of this Prospectus, you may download and print from the website addresses above.
IMPORTANT
May 18, 2026


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering. We will not provide printed copies of this Prospectus to the public in relation to the
Hong Kong Public Offering.
This Prospectus is available at the website of the Hong Kong Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ”
section, and our website at www.viewtrixtech.com . If you require a printed copy of this
Prospectus, you may download and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online 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 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.
IMPORTANT
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Y our 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 Shares you have selected. Y ou must pay the respective
amount payable on application in full upon application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian may require
you to pre-fund your application in such amount as determined by the broker or custodian, based
on the applicable laws and regulations in Hong Kong. Y ou are responsible for complying with any
such pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong
Offer Shares you applied for.
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 4,203.98 3,000 63,059.61 40,000 840,794.75 500,000 10,509,934.43
400 8,407.94 4,000 84,079.47 50,000 1,050,993.44 600,000 12,611,921.31
600 12,611.93 5,000 105,099.35 60,000 1,261,192.13 700,000 14,713,908.20
800 16,815.89 6,000 126,119.21 70,000 1,471,390.82 800,000 16,815,895.08
1,000 21,019.87 7,000 147,139.08 80,000 1,681,589.51 900,000 18,917,881.96
1,200 25,223.84 8,000 168,158.95 90,000 1,891,788.20 1,000,000 21,019,868.86
1,400 29,427.82 9,000 189,178.82 100,000 2,101,986.89 1,250,000 26,274,836.07
1,600 33,631.79 10,000 210,198.69 200,000 4,203,973.76 1,500,000 31,529,803.28
1,800 37,835.77 20,000 420,397.38 300,000 6,305,960.65 1,750,000 36,784,770.49
2,000 42,039.73 30,000 630,596.07 400,000 8,407,947.55 2,643,000
(1) 55,555,513.37
(1) Maximum number of Hong Kong Offer Share you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in
the Listing Rules) 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).
IMPORTANT
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If there is any change in the following expected timetable of the Hong Kong Public
Offering, we will issue an announcement in Hong Kong to be published on the Company’s
website at www.viewtrixtech.com and the website of the Stock Exchange at
www.hkexnews.hk.
Hong Kong Public Offering commences ................................ .9:00 a.m. on
Monday, May 18, 2026
Latest time to complete electronic applications
under the White Form eIPO service through
the designated website at www.eipo.com.hk (2) ......................... 1 1:30 a.m. on
Thursday, May 21, 2026
Application lists open (3) ........................................... 1 1:45 a.m. on
Thursday, May 21, 2026
Latest time to (a) complete payment of
White Form eIPO applications by effecting
Internet banking transfer(s) or PPS payment
transfer(s) and (b) give electronic application
instructions to HKSCC
(4) ....................................... .12:00 noon on
Thursday, May 21, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to submit
electronic application instructions on your behalf through HKSCC’s FINI system in accordance
with your instruction, you are advised to contact your broker or custodian for the earliest and latest
time for giving such instructions, as this may vary by broker or custodian .
Application lists close (3) ......................................... .12:00 noon on
Thursday, May 21, 2026
Announcement of 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 Company’s website at
www.viewtrixtech.com (5) .............................. n o later than 11:00 p.m. on
Tuesday, May 26, 2026
Announcement of results of allocations in the Hong Kong Public Offering (including
successful applicants’ identification document numbers, where appropriate) to be available through
a variety of channels (as described in the section headed “How to Apply for Hong Kong Offer
Shares — B. Publication of Results” in this Prospectus), including:
 in the announcement to be posted on our website
and the website of the Stock Exchange
at www.viewtrixtech.com
(5) and
www.hkexnews.hk , respectively ...................n o later than 11:00 p.m. on
Tuesday, May 26, 2026
EXPECTED TIMETABLE (1)
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 results of allocation for the Hong Kong
Public Offering will be available at
www.iporesults.com.hk (alternatively,
www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function from .......................... 1 1:00 p.m. on
Tuesday, May 26, 2026 to
12:00 midnight on
Monday, June 1, 2026
 from the allocation results telephone
enquiry line by calling +852 2862 8555
between 9:00 a.m. and 6:00 p.m. on ................W ednesday, May 27, 2026,
Thursday, May 28, 2026,
Friday, May 29, 2026 and
Monday, June 1, 2026
H Share certificates in respect of wholly or partially
successful applications to be dispatched or
deposited into CCASS on or before
(6)(8) ....................... T uesday, May 26, 2026
White Form e-Refund payment instructions/refund checks
in respect of wholly or partially successful applications (7)(8) ...... W ednesday, May 27, 2026
Dealings in H Shares on the Stock Exchange
expected to commence at ......................................... .9:00 a.m. on
Wednesday, May 27, 2026
Notes:
(1) All times and dates refer to Hong Kong local times and dates unless otherwise stated.
(2) Y ou 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 prior to 11:30
a.m., you will be permitted to continue the application process (by completing payment of the application monies)
until 12:00 noon on the last day for submitting applications, when the application lists close.
(3) If there is/are a tropical cyclone warning signal number 8 or above, Extreme Conditions and/or a “black” rainstorm
warning at any time between 9:00 a.m. and 12:00 noon on Thursday, May 21, 2026, the application lists will not open
or close on that day. For further details, please see “How to Apply for Hong Kong Offer Shares — E. Bad Weather
Arrangements” of this Prospectus.
(4) Applicants who apply for Hong Kong Offer Shares by instructing your broker or custodian to apply on your behalf
via HKSCC EIPO channel should refer to “How to Apply for Hong Kong Offer Shares — A. Application for Hong
Kong Offer Shares — 2. Application Channels” of this Prospectus.
(5) None of the website or any of the information contained on the websites forms part of this Prospectus.
(6) The H Share certificates are expected to be issued on Tuesday, May 26, 2026 but will only become valid evidence
of title provided that the Global Offering has become unconditional in all respects and neither of the Underwriting
Agreements has been terminated in accordance with its terms, which is scheduled to be at around 8:00 a.m. on
Wednesday, May 27, 2026. Investors who trade H Shares on the basis of publicly available allocation details before
the receipt of the H Share certificates and before they become valid do so entirely of their own risk.
EXPECTED TIMETABLE (1)
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(7) White Form e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering. Part of the applicant’s identification document
number, or, if the application is made by joint applicants, part of the identification document number of the
first-named applicant, provided by the applicant(s) may be printed on the refund check, if any. Such data would also
be transferred to a third party for refund purposes. Banks may require verification of an applicant’s identification
document number before encashment of the refund check. Inaccurate completion of an applicant’s identification
document number may invalidate or delay encashment of the refund check.
(8) Applicants being individuals who are eligible for personal collection may not authorize any other person to collect
on their behalf. If you are a corporate applicant which is eligible for personal collection, your authorized
representative must bear a letter of authorization from your corporation stamped with your corporation’s chop. Both
individuals and authorized representatives must produce evidence of identity acceptable to our H Share Registrar at
the time of collection. Any uncollected H Share certificates and/or refund cheques will be dispatched by ordinary post,
at the applicants’ risk, to the addresses specified in the relevant applications.
Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to “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) dispatched to the bank account in the form of White Form e-Refund
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) dispatched to the address as specified in their
application instructions in the form of refund checks in favor of the applicant (or, in the case of joint applications,
the first-named applicant) by ordinary post at their own risk.
Further information is set out in “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. Y ou should read carefully the sections
headed “Underwriting”, “Structure of the Global Offering” and “How to Apply for Hong Kong
Offer Shares” of this Prospectus for details relating to the structure of the Global Offering,
procedures on the applications for Hong Kong Offer Shares and the expected timetable, including
conditions, effect of bad weather and the dispatch of refund cheques and Share certificates.
If the Global Offering does not become unconditional or is terminated in accordance with its
terms, the Global Offering will not proceed. In such case, the Company will make an announcement
as soon as practicable thereafter.
EXPECTED TIMETABLE (1)
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IMPORTANT NOTICE TO INVESTORS
This Prospectus is issued by the Company solely in connection with the Hong Kong
Public Offering and does not constitute an offer to sell or a solicitation of an offer to buy
any security other than the Hong Kong Offer Shares offered by this Prospectus pursuant
to the Hong Kong Public Offering. This Prospectus may not be used for the purpose of, and
does not constitute, an offer or a solicitation of an offer to subscribe for or buy any security
in any other jurisdiction or in any other circumstances. 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. 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.
Y ou should rely only on the information contained in this Prospectus to make your
investment decision. The Company has not authorized anyone to provide you with
information that is different from what is contained in this Prospectus. Any information or
representation not made in this Prospectus must not be relied on by you as having been
authorized by the Company, the Joint Sponsors, Sponsor-Overall Coordinators, the 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, employees, agents, advisers or representatives, or any other person or
party involved in the Global Offering.
Page
Expected Timetable .................................................. i v
Contents .......................................................... v i i
Summary .......................................................... 1
Definitions ......................................................... 1 6
Glossary of Technical Terms ........................................... 2 7
Forward-Looking Statements ........................................... 3 0
Risk Factors ....................................................... 3 2
Waiver and Consent ................................................. 5 5
Information about This Prospectus and the Global Offering ................... 5 8
Directors and Parties Involved in the Global Offering ........................ 6 1
Corporate Information ............................................... 6 5
Industry Overview ................................................... 6 7
Regulatory Overview ................................................. 8 3
CONTENTS
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History, Development and Corporate Structure ............................. 9 7
Business ........................................................... 1 4 5
Financial Information ................................................ 1 8 6
Relationship with the Single Largest Shareholder Group ..................... 2 2 4
Share Capital ...................................................... 2 2 8
Substantial Shareholders .............................................. 2 3 1
Cornerstone Investments .............................................. 2 3 3
Directors and Senior Management ....................................... 2 3 7
Future Plans and Use of Proceeds ....................................... 2 4 5
Underwriting ....................................................... 2 4 8
Structure of the Global Offering ........................................ 2 5 9
How to Apply for Hong Kong Offer Shares ............................... 2 6 7
Appendix I – Accountants’ Report ................................ I - 1
Appendix II – Unaudited Pro Forma Financial Information ............. II-1
Appendix III – Summary of the Articles of Association ................. III-1
Appendix IV – Statutory and General Information .................... I V - 1
Appendix V – Documents Delivered to the Registrar of Companies in Hong
Kong and Available on Display ...................... V - 1
CONTENTS
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This summary aims to give you an overview of the information contained in this
Prospectus. As this is a summary, it does not contain all the information that may be
important to you. Y ou should read this Prospectus in its entirety before you decide to invest
in the Offer Shares.
There are risks associated with any investment. Some of the particular risks in
investing in the Offer Shares are set out in “Risk Factors” of this Prospectus. Y ou should
read that section carefully before you decide to invest in the Offer Shares.
OVERVIEW
Who We Are
According to Frost & Sullivan, we are the fifth-largest supplier, and the largest Chinese
mainland-based supplier, in the global smartphone AMOLED DDIC market in terms of sales
volume in 2024. We primarily engage in the design and sale of branded AMOLED DDICs to leading
smartphone manufacturers, with our downstream customers being display panel manufacturers,
major global and Chinese smartphone brands that are positioned in both premium and mass-market
segments. According to Frost & Sullivan, we ranked third in terms of sales volume in Chinese
mainland’s smartphone AMOLED DDIC market in 2024, with a market share of 12.4%, and we are
also the largest Chinese mainland-based supplier in this segment. In addition, we are a key supplier
in the Micro-OLED display backplane/driver, ranking second globally with a market share of 40.7%
in 2024. Our focus is on delivering reliable and high-performance display driver solutions to
consumer electronics brand companies.
We implement the fabless business model, and achieve our industry position through strategic
collaborations with key players in the industry, including foundries, OSA T providers and display
panel manufacturers, ultimately enhancing the display experience for end users. We have developed
a full stack of display driver technologies that integrate software and hardware, covering three
critical technical aspects: the design of DDICs, the development of driver compensation algorithms
and the layout of pixel compensation circuits. We currently offer AMOLED DDICs, which are
predominantly utilized in smartphones, as well as Micro-OLED display backplanes/drivers,
primarily designed for VR/AR devices.
After over ten years of progress, we have established Viewtrix as a technology brand within
the display sector, consistently focusing on value creation for brand companies. According to Frost
& Sullivan, as of December 31, 2024, our AMOLED DDICs have been mass-produced and
delivered to various top smartphone companies globally featuring in over 10 different product
series. These smartphone companies collectively hold more than a quarter of the global market
share. According to Frost & Sullivan, we are the first company based in Chinese mainland to receive
brand company certification for AMOLED DDICs and the only one to have shipped over 10 million
units to these companies. Additionally, our total sales volume surpassed 50 million units in 2024.
We play a major role in brand companies’ supply chain, resulting in high downstream customer
loyalty. Our share of AMOLED DDIC supplies to the all smartphone brands globally increased from
2.4% in 2022 to 5.7% in 2024.
Our Transformative Opportunities
 AMOLED panels gaining significant traction.
 Chinese mainland becoming the center of the display panel and smartphone sectors.
 Ongoing advancement of AI technology.
SUMMARY
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OUR BUSINESS MODEL
We started to focus on the R&D and design of AMOLED DDIC in 2017, with an eye on the
strong potential of the then next generation display technology for consumer electronics and we
commenced our AMOLED DDIC business in 2018, after our AMOLED DDICs had completed
testing and entered mass production. We successfully mass produced and supplied our AMOLED
DDICs to one of China’s largest AMOLED panel manufacturers in 2021, who then supplied the
laminated AMOLED display modules for smartphones offered by a leading domestic brand
company. According to Frost & Sullivan, this makes us the first AMOLED DDIC company based
in Chinese mainland to supply to a major consumer electronics brand company, and we have since
grown to be the fifth-largest supplier, and the largest Chinese mainland-based supplier, in the global
smartphone AMOLED DDIC market in terms of sales volume in 2024. We run a fabless model,
meaning that we focus on the R&D and design of chips, while relying on third-party foundries to
fabricate the chips we design and OSA T providers for the packaging and testing of our chips.
OUR PRODUCTS
DDIC is a core device in an electronic device that interfaces with the processing unit and the
display panel by converting the digital commands into visible image on the display panel. A DDIC
accepts commands and data from the processing unit and generates signal with suitable voltage,
current, timing and demultiplexing to make the display show the desired image.
We currently offer two categories of products: (i) AMOLED DDICs, primarily used for
smartphones; and (ii) Micro-OLED display backplanes/drivers, primarily used for AR/VR enabled
head-mounted devices.
Y ear Ended December 31,
2023 2024 2025
RMB % RMB % RMB %
(in thousands, except for percentages)
AMOLED DDICs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118601,437 83.5 816,033 91.6 802,338 72.6
Micro-OLED display backplanes/drivers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,833 16.5 75,039 8.4 295,650 26.7
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134 0.0 232 0.0 7,671 0.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 100.0 891,304 100.0 1,105,659 100.0
Note:
(1) Primarily consisting of revenue from sales of board cards and customized development and technology
licensing services related to AMOLED DDICs upon demand of our customers. Such services include
compensation algorithm IP licensing and board card sales, to enhance display performance.
RESEARCH AND DEVELOPMENT
Research and development are critical to maintaining our industry position and to the
sustained growth of our business by ensuring that we can continue to meet the evolving needs of
the brand companies. According to Frost & Sullivan, we are the first company in Chinese mainland
with the technological capabilities to develop and design AMOLED DDICs and Micro-OLED
display backplanes/drivers, including algorithm optimization, standard cell optimization, low power
consumption, advanced chip packaging technology, system level power supply and heat dissipation
technology. We are devoted to in-house research and development of core technologies.
SUMMARY
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SALES AND MARKETING
We believe that consistently delivering high-quality products on time that meet and exceed our
downstream customers’ expectations is the most efficient sales and marketing approach for us. As
such, our sales and marketing activities are focused on maintaining and expanding the scope of our
strategic relationships with our downstream customers since we aim to become and remain the
strategic long-term partner of our downstream customers. Our sales team also actively involve in
our product R&D process to ensure we can deliver satisfactory products to our direct and
downstream customers.
CUSTOMERS AND SUPPLIERS
Our downstream customers mainly include display panel manufacturers and brand companies
in the consumer electronics industry. For shorter cash collection cycle and better capital
management, we sell our products to display panel manufacturers through distributors.
Our suppliers mainly include our foundry partners for water fabrication and OSA T providers
for chip packaging and testing.
Top Five Customers
In 2023, 2024 and 2025, sales to our five largest customers in each year during the Track
Record Period amounted to RMB655.0 million, RMB804.3 million and RMB1,002.8 million,
accounting for 91.0%, 90.2% and 90.7% of our total sales in the respective years. In 2023, 2024 and
2025, sales to our largest customer in each year during the Track Record Period amounted to
RMB347.5 million, RMB482.6 million and RMB375.8 million, accounting for 48.2%, 54.1% and
34.0% of our total sales in the respective years. During the Track Record Period, to the best
knowledge of our Directors, none of our Directors, their associates or any of our current
Shareholders (who, to the knowledge of our Directors, own more than 5% of our share capital) had
any interest in our five largest customers in any period during the Track Record Period that are
required to be disclosed under the Listing Rules.
Top Five Suppliers
We do not manufacture AMOLED DDICs or Micro-OLED display backplanes/drivers.
Instead, we utilize what is known as the fabless model, which is commonly adopted in the industry,
whereby we cooperate with world-class production partners for all phases of the manufacturing
process of our AMOLED DDICs or Micro-OLED display backplanes/drivers, including wafer
fabrication and packaging and testing (packaging is applicable to AMOLED DDICs only). Our
suppliers are primarily chip foundries and packaging and testing service providers.
In 2023, 2024 and 2025, purchases from our five largest suppliers in each year during the
Track Record Period amounted to RMB832.5 million, RMB849.3 million and RMB882.5 million,
accounting for 97.8%, 97.2% and 96.4% of our total purchases in the respective years. In 2023,
2024 and 2025, purchases from our largest supplier in each year during the Track Record Period
amounted to RMB560.8 million, RMB651.0 million and RMB387.6 million, accounting for 65.8%,
74.5% and 42.3% of our total purchases in the respective years. During the Track Record Period,
to the best knowledge of our Directors, none of our Directors, their associates or any of our current
Shareholders (who, to the knowledge of our Directors, own more than 5% of our share capital) had
any interest in our five largest suppliers in any period during the Track Record Period that are
required to be disclosed under the Listing Rules.
SUMMARY
–3–


--- page 13 ---
BUSINESS SUSTAINABILITY
During the Track Record Period, we incurred net losses of RMB232.1 million, RMB309.0
million and RMB230.3 million in 2023, 2024 and 2025. This is primarily because (i) we
commenced our AMOLED DDIC business in 2018, which required significant upfront investments
in R&D and talent acquisition to establish a foundation in this advanced technology segment. Given
the long development cycles and high complexity of AMOLED DDICs, the business is still in its
growth phase and has not yet fully realized its profitability potential; (ii) AMOLED DDIC
technology is capital-intensive and demands continuous innovation to remain competitive, and we
have dedicated substantial resources to R&D since 2018 to develop advanced technologies, expand
product portfolio, and meet the demands of premium end markets; (iii) to establish and expand our
market share in a competitive AMOLED DDIC market, we adopt a strategic pricing approach by
offering competitive prices; and (iv) we have been prioritizing increasing shipment volumes and
strengthening our relationships with suppliers, which required significant investments in resources
and infrastructure, which contributed to our accumulated losses during the early stages of the
business. The losses also resulted in net operating cash outflows throughout the Track Record
Period.
We expect to record an increase in net loss and a substantial increase in adjusted net loss (a
non-IFRS measure) in 2026 due to the decrease in gross margin as a result of the fluctuations in the
end markets. The anticipated decline in gross margin is primarily attributable to: (i) significant
increases in memory chip prices since late 2025, which have caused brand companies and OEMs
to seek reductions in the procurement prices of other components including our AMOLED DDICs
in order to protect their own margins, thereby exerting direct downward pressure on our average
selling prices; and (ii) continued pricing pressure on our AMOLED DDICs driven by intensified
competition in the end markets, which has further compressed our average selling prices and gross
margin. While the deceleration of consumer electronics end-user demand resulting from higher
terminal product prices may have some impact on overall market conditions, we do not expect this
factor to have a material direct impact on our shipment volumes in the near term. These factors are
expected to continue to weigh on our average selling prices and gross margin in 2026.
While the global and Chinese Mainland AMOLED DDIC markets are projected to grow
moderately in 2026 according to Frost & Sullivan, such industry-level growth does not necessarily
translate into improved financial performance for individual market participants. The projected
market growth primarily reflects an expansion in overall AMOLED DDIC shipment volumes across
all product categories and participants, whereas our expected margin deterioration is driven by
company-specific pricing pressures — namely, the indirect impact of rising memory chip costs on
our customers’ procurement behavior and intensified competition among AMOLED DDIC suppliers
— which are expected to outweigh the benefit of broader market growth on our financial results in
the near term.
Our gross margins have been subject to material volatility during and immediately preceding
the Track Record Period. In 2022, the year immediately preceding the Track Record Period, our
gross margin was materially higher than those recorded during the Track Record Period. This was
primarily attributable to a combination of favorable market conditions during that year, including
strong downstream demand for AMOLED DDICs driven by robust consumer electronics
consumption, and a tighter wafer supply environment, which supported higher average selling
prices across the industry and allowed us to price our products at more favorable levels.
In 2023, our gross margin declined sharply from the level recorded in 2022. This sharp decline
was primarily due to: (i) a significant intensification of competition in the AMOLED DDIC market,
in the context of which we proactively adjusted our pricing strategy to strengthen our competitive
positioning and deepen our customer relationships; (ii) a post-peak correction in downstream
demand, as customers worked through accumulated inventory positions built up in 2022, resulting
in reduced order volumes and less favorable pricing dynamics; and (iii) our deliberate adoption of
a competitive pricing strategy as a relatively young market entrant seeking to deepen relationships
with panel manufacturers and brand companies, which placed further downward pressure on our
average selling prices and gross margin.
SUMMARY
–4–


--- page 14 ---
Our gross margin improved from 2023 to 2025, because: (i) an increase in sales volumes of
AMOLED DDICs as our market share expanded and customer relationships deepened; (ii) the
gradual optimization of our product mix towards higher-margin products; and (iii) ongoing
improvements in our cost structure driven by economies of scale and more efficient resource
allocation.
With respect to the sustainability of our current gross margin levels, we believe the following
measures and factors will support continued margin improvement going forward. First, we expect
to further grow our sales volumes and market share in both the AMOLED DDIC and Micro-OLED
display backplanes/drivers segments, which will allow us to benefit from economies of scale in
wafer procurement and back-end services and to negotiate more favorable terms with our foundry
and OSA T partners. Second, as part of our ongoing cost optimization strategy, we have implemented
a foundry transfer plan, transitioning a portion of our wafer supply from foundries based in Taiwan
to Mainland Foundries, which typically offer wafer prices that are 10% to 30% lower. Third, we
plan to continuously introduce premium products with higher margin profiles — including flagship
AMOLED DDICs targeting high-end smartphones and higher-specification Micro-OLED display
backplanes/drivers — which we expect will gradually improve our blended gross margin over the
medium to long term.
Under the leadership of our management team, we have been focused on R&D-driven product
development, with a focus on proprietary compensation algorithms and circuit layout technologies.
During the Track Record Period, we have (i) consistently invested in research and development to
support product iteration; (ii) optimized internal resource allocation while managing cost structure;
and (iii) strengthened our customer base and technical capabilities. While we incurred net losses
during the Track Record Period, we believe our competitive position, technical foundation and
customer relationships provide a solid basis for future profitability. See “Business — Business
Sustainability.”
OUR COMPETITIVE STRENGTHS
 Well-established position in a high-barrier industry.
 Our large and stable downstream customer base.
 Stable and mutually beneficial supply chain system.
 Proprietary AMOLED DDIC technologies.
 Comprehensive FAE teams in the world’s largest display industry market.
 Professional management team with a diverse and creative talent pool.
OUR GROWTH STRATEGIES
We plan to implement the following strategies to consolidate our well-established position in
the display driver chip industry:
 Continue to increase R&D investment to promote technological innovation and iteration.
 Build a multi-dimensional product matrix covering diversified products and end-
applications.
 Deepen cooperation with upstream and downstream players to form an industrial
alliance.
 Continue to attract top global talents and teams.
SUMMARY
–5–


--- page 15 ---
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following table sets forth summary financial data from our consolidated financial
information during the Track Record Period. The summary financial data set forth below should be
read together with, and is qualified in its entirety by reference to the consolidated financial
statements as set out in “Appendix I — Accountants’ Report” in this Prospectus, including the
related notes. Our consolidated financial information was prepared in accordance with IFRSs.
Results of Operations
Y ear Ended December 31,
2023 2024 2025
(in RMB thousands, except for percentages)
Total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 100.0 891,304 100.0 1,105,659 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(717,211) (99.6) (869,396) (97.5) (962,674) (87.1)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,193 0.4 21,908 2.5 142,985 12.9
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,084 3.3 37,285 4.2 31,910 2.9
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,253) (2.1) (32,495) (3.6) (26,815) (2.4)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62,932) (8.7) (83,921) (9.4) (101,790) (9.2)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(177,026) (24.6) (242,204) (27.2) (266,036) (24.1)
Impairment losses on financial assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H11182,814 0.4 70 0.0 3,278 0.3
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,111) (0.8) (5,776) (0.6) (12,332) (1.1)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(874) (0.1) (3,853) (0.4) (1,531) (0.1)
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(232,105) (32.2) (308,986) (34.7) (230,331) (20.8)
Income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– –– ––
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(232,105) (32.2) (308,986) (34.7) (230,331) (20.8)
See “Financial Information — Results of Operations.”
Non-IFRS Measure
To supplement our consolidated financial statements that are presented in accordance with the
IFRSs, we also use adjusted profit/(loss) for the year (a non-IFRS measure) and adjusted net margin
(a non-IFRS measure), as additional financial measures, which are not required by, or presented in
accordance with IFRSs. We believe that these non-IFRS measures facilitate comparisons of
operating performance from period to period by eliminating potential impact of certain items. We
believe that these measures provide useful information to investors and others in understanding and
evaluating our consolidated financial statements in the same manner as they help our management.
However, our presentation of adjusted profit/(loss) for the year (a non-IFRS measure) and adjusted
net margin (a non-IFRS measure) may not be comparable to similar item measures presented by
other companies. The use of these non-IFRS measures has limitations as an analytical tool, and you
should not consider them in isolation from, or as substitute for analysis of, our consolidated
financial statements or financial condition as reported under IFRS. We define adjusted profit/(loss)
for the year (a non-IFRS measure) as loss for the year adjusted for listing expenses and share-based
compensations (a non-cash item). We define adjusted net margin (a non-IFRS measure) as adjusted
profit/(loss) for the year (a non-IFRS measure) as a percentage of our total revenue.
Y ear Ended December 31,
2023 2024 2025
(in RMB thousands, except for percentages)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(232,105) (308,986) (230,331)
Add:
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 24,660
Share-based compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,793 84,831 59,794
SUMMARY
–6–


--- page 16 ---
Y ear Ended December 31,
2023 2024 2025
(in RMB thousands, except for percentages)
Adjusted profit/(loss) for the
year (a non-IFRS measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(217,312) (224,155) (145,877)
Adjusted net margin
(a non-IFRS measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(30.2)% (25.1)% (13.2)%
Revenue
During the Track Record Period, we mainly generated revenue from sales of (i) AMOLED
DDICs and (ii) Micro-OLED display backplanes/drivers.
By Product
Y ear Ended December 31,
2023 2024 2025
RMB % RMB % RMB %
(in thousands, except for percentages)
AMOLED DDICs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118601,437 83.5 816,033 91.6 802,338 72.6
Micro-OLED display backplanes/drivers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,833 16.5 75,039 8.4 295,650 26.7
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134 0.0 232 0.0 7,671 0.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 100.0 891,304 100.0 1,105,659 100.0
Note:
(1) Primarily consisting of revenue from sales of board cards and customized development and technology
licensing services related to AMOLED DDICs upon demand of our customers. Such services include
compensation algorithm IP licensing and board card sales, to enhance display performance.
During the Track Record Period, revenue generated from the sales of AMOLED DDICs
accounted for a substantial majority of our total revenue. In addition to the sales of AMOLED
DDICs, we also derived revenue from sales of Micro-OLED display backplanes/drivers. To
maintain strong relationships with our key downstream customers and address their diverse needs,
we also provided other products and services, which primarily included board cards and customized
development and technology licensing services related to AMOLED DDICs upon demand of our
customers. Such services include compensation algorithm IP licensing and board card sales, to
enhance display performance.
Sales V olume and Average Selling Price
Y ear Ended December 31,
2023 2024 2025
Sales
volume (1)
Average
selling
price (2)
Sales
volume (1)
Average
selling
price (2)
Sales
volume (1)
Average
selling
price (2)
(Units’000) (RMB) (Units’000) (RMB) (Units’000) (RMB)
AMOLED DDICs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,287 18.6 51,350 15.9 52,593 15.3
SUMMARY
–7–


--- page 17 ---
Y ear Ended December 31,
2023 2024 2025
Sales
volume (1)
Average
selling
price (2)
Sales
volume (1)
Average
selling
price (2)
Sales
volume (1)
Average
selling
price (2)
(Pieces) (RMB) (Pieces) (RMB) (Pieces) (RMB)
Micro-OLED backplanes/drivers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,459 21,768.3 3,326 22,561.3 16,468 17,953.0
Notes:
(1) Sales volume of AMOLED DDICs is measured by the number of individual chips, while the sales volume of
Micro-OLED backplanes/drivers is measured by the number of wafer pieces. This difference arises from the distinct
packaging and delivery requirements of these two product types.
For AMOLED DDICs, the mainstream packaging method involves cutting the wafer into individual chips before
delivery. As a result, sales are calculated based on the number of chips sold.
In contrast, due to the specific manufacturing processes required by Micro-OLED panel manufacturers, our
Micro-OLED backplanes/drivers are typically delivered in the form of whole wafers, without being cut or packaged
into individual chips. This is because downstream panel manufacturers need to directly process the wafers to produce
the Micro-OLED displays. Consequently, unlike our DDICs, which are sold on a per-chip basis, our Micro-OLED
backplanes/drivers are sold on a per-wafer basis, and “wafers” are used as the unit of measurement for sales volume.
Additionally, since panel manufacturers fabricate the Micro-OLED display devices directly on the backplane chips,
the size of the Micro-OLED display modules supported by the chips is essentially determined at the time of delivery.
This unique characteristic further differentiates the sales and delivery of Micro-OLED products from that of
AMOLED DDICs.
(2) The average selling price of our product is calculated by dividing revenue generated from sale of such product by the
sales volume of such product.
Gross Profit and Gross Margin
By Product
We recorded gross profit as revenue less cost of sales. We recorded gross margin as gross
profit divided by revenue, expressed as a percentage.
Y ear Ended December 31,
2023 2024 2025
Gross
profit
Gross
margin
Gross
profit
Gross
margin
Gross
profit
Gross
margin
(in RMB thousands, except for percentages)
AMOLED DDICs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,714) (2) (1.4) (2) 2,259 0.3 51,633 6.4
Micro-OLED display backplanes/drivers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,846 10.0 19,436 25.9 84,621 28.6
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861 45.5 213 91.8 6,731 87.7
Total/Overall /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,193 0.4 21,908 2.5 142,985 12.9
Notes:
(1) Primarily consisting of revenue from sales of board cards and customized development and technology
licensing services related to AMOLED DDICs upon demand of our customers. Such services include
compensation algorithm IP licensing and board card sales, to enhance display performance.
(2) We recorded gross loss of RMB8.7 million from AMOLED DDICs in 2023 due to inventory write-offs. See
also “Financial Information — Principal Components of Results of Operations — Cost of Sales.”
SUMMARY
–8–


--- page 18 ---
Our gross profit increased from RMB21.9 million in 2024 to RMB143.0 million in 2025,
primarily due to an improvement in our gross margin from 2.5% to 12.9%, which in turn was the
result of enhanced cost control and product mix optimization. Our gross profit from sales of
AMOLED DDICs increased by 2,185.7% from RMB2.3 million in 2024 to RMB51.6 million in
2025, primarily due to a reduction in per unit manufacturing costs and the newly launched flagship
products manufactured domestically at more favorable costs, resulting in a gross margin increase
from 0.3% to 6.4%. Our gross profit from sales of Micro-OLED backplanes/drivers increased by
335.4% from RMB19.4 million in 2024 to RMB84.6 million in 2025, mainly attributable to a
significant rise in sales volume, as a result of improved economies of scale and our cost control
efforts and operational efficiency improvement.
Our gross profit increased from RMB3.2 million in 2023 to RMB21.9 million in 2024,
primarily due to an increase in our gross margin from 0.4% in 2023 to 2.5% in 2024 and a 23.7%
increase in our revenue from 2023 to 2024. We recorded a gross loss of RMB8.7 million for sales
of AMOLED DDICs in 2023 and a gross profit of RMB2.3 million in 2024, primarily due to a
35.7% increase in our revenue from sales of AMOLED DDICs. We recorded a gross margin of 0.3%
for sales of AMOLED DDICs in 2024 as opposed to a gross loss margin of 1.4% in 2023. This is
primarily due to (i) a decrease in the per unit costs of our AMOLED DDICs; and (ii) a 52.5%
decrease in our inventory write-offs from RMB53.2 million in 2023 to RMB25.3 million in 2024.
Our gross profit from sales of Micro-OLED backplanes/drivers increased by 64.1% from RMB11.8
million in 2023 to RMB19.4 million in 2024, primarily due to an increase in gross margin from
10.0% in 2023 to 25.9% in 2024.
Loss for the Y ear
Loss for the year amounted to RMB232.1 million, RMB309.0 million, and RMB230.3 million
in 2023 and 2024 and 2025, respectively. We recorded losses positions during the Track Record
Period due to the adoption of a strategic pricing strategy, which led to lower gross profit margins.
This approach was aimed at increasing market competitiveness and expanding customer
relationships. Additionally, our continued investment in research and development contributed to
high R&D expenses, further impacting the bottom line.
Summary of Consolidated Statements of Financial Position
As of December 31,
2023 2024 2025
(in RMB thousands)
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118122,688 156,448 107,035
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,091,505 1,069,273 996,982
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,214,193 1,225,721 1,104,017
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,433 1,595 793
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,864 235,330 285,733
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118131,297 236,925 286,526
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118964,641 833,943 711,249
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,082,896 988,796 817,491
SUMMARY
–9–


--- page 19 ---
Net Current Assets/Liabilities
The table below sets forth our current assets and liabilities as of the dates indicated.
As of December 31,
As of
March 31,
2023 2024 2025 2026
(in RMB thousands )
(unaudited)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118373,205 321,859 237,883 228,747
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,698 102,661 292,405 180,476
Prepayments, other receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,188 92,813 43,148 50,597
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118247,461 415,441 – –
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H11181,308 558 – –
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118136,821 21,916 42,550 –
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,083 9,194 1,253 –
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,741 104,831 379,743 591,358
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,091,505 1,069,273 996,982 1,051,178
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,492 34,171 57,158 37,981
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,728 40,221 65,702 52,937
Interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,026 150,815 140,000 255,121
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,411 3,427 2,193 2,288
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,039 4,655 20,217 7,016
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,168 2,041 134 23
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 329 –
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,864 235,330 285,733 355,366
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118964,641 833,943 711,249 695,812
See “Financial Information — Liquidity and Capital Resources — Net Current
Assets/Liabilities.”
Comparison between March 31, 2026 and December 31, 2025
Our net current assets decreased from RMB711.2 million as of December 31, 2025 to
RMB695.8 million as of March 31, 2026, primarily due to (i) a decrease in trade receivables from
RMB292.4 million as of December 31, 2025 to RMB180.5 million as of March 31, 2026, (ii) an
increase in interest-bearing bank loans from RMB140.0 million as of December 31, 2025 to
RMB255.1 million as of March 31, 2026, partially offset by a decrease in trade payables from
RMB57.2 million as of December 31, 2025 to RMB38.0 million as of March 31, 2026.
Comparison between December 31, 2025 and December 31, 2024
Our net current assets decreased from RMB833.9 million as of December 31, 2024 to
RMB711.2 million as of December 31, 2025, primarily due to (i) a decrease in inventories from
RMB321.9 million as of December 31, 2024 to RMB237.9 million as of December 31, 2025, (ii)
an increase in other payables and accruals from RMB40.2 million as of December 31, 2024 to
RMB65.7 million as of December 31, 2025, partially offset by an increase in time deposit from
RMB21.9 million as of December 31, 2024 to RMB42.6 million as of December 31, 2025.
SUMMARY
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--- page 20 ---
Comparison between December 31, 2024 and December 31, 2023
Our net current assets decreased from RMB964.6 million as of December 31, 2023 to
RMB833.9 million as of December 31, 2024, primarily due to (i) an increase in interest-bearing
bank loans from RMB30.0 million as of December 31, 2023 to RMB150.8 million as of December
31, 2024, (ii) a decrease in time deposits from RMB136.8 million as of December 31, 2023 to
RMB21.9 million as of December 31, 2024, partially offset by an increase in financial assets at fair
value through profit or loss from RMB247.5 million as of December 31, 2023 to RMB415.4 million
as of December 31, 2024.
Net Assets
Comparison between December 31, 2025 and December 31, 2024
Our net assets (total equity) decreased from RMB988.8 million as of December 31, 2024 to
RMB817.5 million as of December 31, 2025, primarily due to (i) the increase in accumulated losses
from RMB527.4 million as of December 31, 2024 to RMB757.7 million as of December 31, 2025
as a result of the net loss incurred during the year, and (ii) the effect of other comprehensive income
being limited during the year. These negative impacts were partially offset by an increase in the
share-based payments reserve from RMB261.6 million as of December 31, 2024 to RMB321.4
million as of December 31, 2025 due to share-based compensation expenses recognized during the
year.
Comparison between December 31, 2024 and December 31, 2023
Our net assets (total equity) decreased from RMB1,082.9 million as of December 31, 2023 to
RMB988.8 million as of December 31, 2024, primarily due to (i) the increase in accumulated losses
from RMB218.4 million as of December 31, 2023 to RMB527.4 million as of December 31, 2024
as a result of the net loss incurred during the year, and (ii) the effect of other comprehensive income
being limited during the year. These negative impacts were partially offset by (i) an increase in
capital reserve and share capital as a result of the issue of shares amounting to RMB130.0 million,
and (ii) an increase in the share-based payment reserve from RMB176.8 million as of December 31,
2023 to RMB261.6 million as of December 31, 2024 due to share-based compensation expenses
recognized during the year.
Summary of Consolidated Statements of Cash Flows
The table below sets forth our cash flows for the years indicated.
Y ear ended December 31,
2023 2024 2025
(in RMB thousands)
Operating cash flows before
movements in working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(161,141) (196,077) (139,177)
Changes in working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,335) (55,127) (8,586)
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,067 15,587 14,350
Income tax (paid)/refund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 9 0––
Net cash used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(160,719) (235,617) (133,413)
Net cash (used in)/generated from
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118192,512 (92,765) 448,012
Net cash generated/(used in) from
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,875 242,585 (18,552)
SUMMARY
–1 1–


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Y ear ended December 31,
2023 2024 2025
(in RMB thousands)
Net increase (decrease) in cash and
cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,668 (85,797) 296,047
Cash and cash equivalents as of the
beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118132,265 189,741 104,831
Effect of foreign exchange rate changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118808 887 (21,135)
Cash and cash equivalents as of the
end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,741 104,831 379,743
Net Cash Used in Operating Activities
We recorded net operating cash outflows during the Track Record Period, primarily as a result
of operating losses and continued margin pressure in our core business. To improve our net
operating cash flow position, we are focused on concrete measures to enhance our gross profit,
which in turn will drive operational cash inflow. Specifically, we are actively optimizing our
product mix by increasing the proportion of high-margin, premium AMOLED DDICs and
Micro-OLED products, and accelerating the launch of next-generation products with greater
value-add and higher average selling prices. At the same time, we are implementing cost control
initiatives, including negotiating better procurement terms with foundries and OSA T partners by
leveraging higher purchase volumes, shifting more production to domestic foundries that offer more
competitive wafer pricing, and continuously improving product design to boost manufacturing yield
and reduce defect rates.
DIVIDEND
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. As of the Latest Practicable Date, we did not have any dividend policy and there is no
pre-determined dividends pay out ratio. Regulations in the PRC currently permit payment of
dividends of a PRC company only out of distributable profits, which refer to after-tax profits less
any recovery of accumulated losses and appropriations to statutory and other reserves that it is
required to make, as determined in accordance with its articles of association and the accounting
standards and regulations in China. As advised by our PRC Legal Advisor, we cannot pay dividends
to shareholders as there is no distributable profits in view of the accumulated losses. We will pay
dividends according to the applicable PRC laws and our Articles of Association.
SUMMARY
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RISK FACTORS
We face risks including those set out in “Risk Factors.” As different investors may have
different interpretations and criteria when determining the significance of risks, you should read the
“Risks Factors” in its entirety before you decide to invest in our H Shares. Some of the major risks
that we face include:
 We face significant pricing pressures arising from intensified competition in the
AMOLED DDIC industry, increases in memory chip prices and our limited bargaining
power with both customers and suppliers, all of which may materially and adversely
affect our revenue, gross margin and overall profitability.
 If we fail to develop and introduce new or enhanced products and solutions on a timely
basis, our ability to attract and retain customers could be impaired and our competitive
position could be harmed.
 Our research and development efforts are not guaranteed to yield the results we
anticipate.
 Our growth and profitability depend on general economic conditions and the level of
consumer spending.
 Our future growth depends in part on maintaining and building relationships and
achieving additional design wins with leading brand companies.
FUTURE PLANS AND USE OF PROCEEDS
Based on an Offer Price of HK$20.81 per Offer Share, we estimate that we will receive net
proceeds of approximately HK$997.1 million from the Global Offering after deducting the
underwriting commissions and other estimated expense in connection with the Global Offering
(assuming the Over-allotment Option is not exercised). We intend to use our proceeds for the
purposes and in the amounts set forth below.
 Approximately 47.0%, or HK$468.6 million, will be used to support the research and
development and optimization of AMOLED TDDI chips, as well as the expansion of
their application scenarios.
 Approximately 33.0%, or HK$329.0 million, will be used to support the research and
development and optimization of Micro-OLED and Micro-LED display drivers
backplanes.
 Approximately 10.0%, or HK$99.7 million, will be used for strategic investments or
acquisitions to capture future growth opportunities.
 Approximately 10.0%, or HK$99.7 million, will be used for working capital and other
general corporate purposes, including day-to-day operation and general corporate
expenditures.
The additional net proceeds that we would receive if the Over-allotment Option were
exercised in full would be HK$156.7 million.
OUR SINGLE LARGEST SHAREHOLDER GROUP
Upon the Listing, the general partner of Yisheng No. 1 shall be changed from Mr. Han Xu to
Dr. Gu Jing. As of the Latest Practicable Date, Yisheng No. 1 has completed all the internal
procedures (including the general partner making the written decision to change the general partner
SUMMARY
–1 3–


--- page 23 ---
and the amendment of the partnership agreement) with respect to the change of general partner from
Mr. Han Xu to Dr. Gu Jing and Yisheng No. 1 expects to complete all requisite procedures
(including the filings with the SAMR authorities) upon the Listing pursuant to applicable laws and
regulations in the PRC. See “History, Development and Corporate Structure — Establishment and
Evolvement of the Shareholding Platforms of the Company.” Accordingly, immediately following
the completion of the Global Offering and upon the conversion and re-designation of Class A
Ordinary Shares as Shares without any weighted voting rights on an one-to-one basis (assuming the
Over-allotment Option is not exercised), Dr. Gu Jing will act as the general partner of and control
each of Shenzhen Yishi, Yisheng No. 1 and Yisheng No. 2, and will be entitled to control
approximately 16.99% of the total issued Shares of the Company through Shenzhen Yishi, Yisheng
No. 1 and Yisheng No. 2, representing approximately 16.99% of the aggregate voting power at the
Company’s general meetings. Accordingly, Dr. Gu Jing, Shenzhen Yishi, Yisheng No. 1 and Yisheng
No. 2 will be our Single Largest Shareholder Group upon the Listing.
PREVIOUS LISTING ATTEMPT
For the purposes of the proposed initial public offering in the A-share market and listing on
the Shanghai Stock Exchange STAR Market (the “ Proposed A-share Listing ”) and receiving
guidance from a qualified sponsor of the A-share listing, the Company entered into a pre-listing
tutorial ( ɪ̹Ⴞኬ) agreement on January 6, 2023 and made a preliminary filing (ࣩ)
with the Shenzhen Regulatory Bureau of the CSRC (ึଉέ္၍҅)i n
January 2023. The Company submitted its A-share listing application to the Shanghai Stock
Exchange in June 2023. However, in consideration of the reasons as set out in “— Reasons for the
Listing” below and given the market conditions, the Company decided to focus its resources on the
Listing on the Stock Exchange and did not proceed with the Proposed A-share Listing. In October
2023, the Company voluntarily withdrew its application in relation to the Proposed A-share Listing.
As of the Latest Practicable Date, the Company did not receive any comments or inquiries from the
CSRC or the Shanghai Stock Exchange in relation to the Proposed A-share Listing.
To the best of the Directors’ knowledge and belief, there were no disagreements between the
Company and the professional parties of the Proposed A-share Listing attempt and the Directors are
not aware of any material matter in relation to the Proposed A-share Listing that would affect the
Company’s suitability for Listing on the Stock Exchange or other material matters that need to be
brought to the attention of the Stock Exchange. Based on the due diligence works conducted by the
Joint Sponsors, nothing has come to the Joint Sponsors’ attention that would cause them to have
reasonable doubt against the Directors’ view in respect of the Proposed A-share Listing and the
Joint Sponsors are not aware of any material matter in relation to the Proposed A-share Listing that
needs to be brought to the attention of the Stock Exchange.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the granting of the listing of, and permission to
deal in, our H Shares to be issued pursuant to the Global Offering (including any H Shares which
may be issued pursuant to the exercise of the Over-allotment Option) and the H Shares to be
converted from Unlisted Shares, on the basis that, among other things, we satisfy the market
capitalization/revenue test under Rule 8.05(3) of the Listing Rules with reference to (i) our revenue
for the year ended December 31, 2025, which is over HK$500 million, and (ii) our expected market
capitalization at the time of Listing, which, based on the Offer Price, exceeds HK$4 billion.
PRE-IPO INVESTMENTS
We underwent rounds of Pre-IPO Investments. For details, see “History, Development and
Corporate Structure.”
SUMMARY
–1 4–


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GLOBAL OFFERING STATISTICS
The statistics in the following table are based on the assumptions that (i) the Global Offering
has been completed and 52,859,200 H Shares are newly issued in the Global Offering, (ii) the
Over-allotment Option for the Global Offering is not exercised, and (iii) 374,919,750 Unlisted
Shares to be converted into H shares upon the completion of the Global Offering.
Based on the
Offer Price
of HK$20.81 per
H Share
Market capitalization of our Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
HK$8,902.1
million
Unaudited pro forma adjusted net tangible assets per Share (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$4.56
Notes:
(1) The calculation of market capitalization of our Shares is based on 374,919,750 H Shares converted from
Unlisted Shares and 52,859,200 H Shares expected to be issued immediately upon completion of the Global
Offering (without taking into account H Shares that may be issued upon the exercise of the Over-allotment
Option).
(2) The unaudited pro forma adjusted net tangible assets per Share is arrived at after adjustments referred to in
“Appendix II — Unaudited Pro Forma Financial Information” in this Prospectus.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commission and fees incurred in
connection with the Listing and the Global Offering. During the Track Record Period, we recorded
listing expenses of RMB28.5 million, among which RMB24.7 million was charged to our
consolidated statements of profit or loss and other comprehensive income in 2025, and RMB3.8
million was recognized to our consolidated statements of financial position as of December 31,
2025, which will be deducted from equity upon the Listing.
Our listing expenses are estimated to be approximately HK$102.9 million (including
underwriting commission), accounting for 9.4% of the gross proceeds of the Global Offering (based
on Offer Price of HK$20.81 per H Share and assuming no exercise of the Over-allotment Option).
Among our listing expenses, approximately HK$59.4 million will be accounted for as a deduction
from equity upon completion of the Listing, and approximately HK$43.5 million has been and will
be charged to our consolidated statements of profit or loss as listing expense. The listing expenses
we incurred during the Track Record Period and expect to incur would consist of approximately
HK$55.0 million underwriting related expenses and fees (including but not limited to commissions
and fees), approximately HK$34.3 million non-underwriting-related expenses and fees of the Joint
Sponsors, legal advisors and reporting accountant and approximately HK$13.6 million for other
non-underwriting-related fees and expenses. The listing expenses above are the latest practicable
estimate for reference only, and the actual amount may differ from this estimate.
RECENT DEVELOPMENT
Our Directors confirmed that, as of the date of this Prospectus, there has been no material
adverse change in our financial position since December 31, 2025, and there has been no event since
December 31, 2025 that would materially affect the information as set out in the Accountants’
Report in Appendix I to this Prospectus.
SUMMARY
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--- page 25 ---
In this Prospectus, unless the context otherwise requires, the following terms and
expressions shall have the meanings set out below. Certain other terms are explained in
“Glossary of Technical Terms” in this Prospectus.
“Accountants’ Report ” the accountants’ report of the Company, 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 ” Accounting and Financial Reporting Council
“Articles ”o r“ Articles of
Association ”
the articles of association of the Company 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 the Board
“Board ”o r“ Board of Directors ” the board of Directors of the 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) ”o r“ CMI(s) ”
the capital market intermediaries participating in the Global
Offering and has the meaning ascribed thereto under the
Listing Rules
“CCASS ” the Central Clearing and Settlement System established and
operated by HKSCC
“China ”, “ Chinese Mainland ”o r
“the PRC ”
the People’s Republic of China, unless the context requires
otherwise, excluding, for the purposes of this Prospectus
only, the regions of Hong Kong, Macau and Taiwan of the
People’s Republic of China
“Class A Ordinary Shares ” Class A ordinary shares in the share capital of the Company
with a par value of RMB1.00 each, conferring weighted
voting rights in the Company such that a holder of a Class
A ordinary share is entitled to ten votes per share on all
matters subject to the vote at general meetings of the
Company, subject to applicable laws and regulations, all of
which shall be converted and re-designated as Shares
without any weighted voting rights on an one-to-one basis
upon the Listing
DEFINITIONS
–1 6–


--- page 26 ---
“Class B Ordinary Shares ” Class B ordinary shares in the share capital of the Company
with a par value of RMB1.00 each, conferring a holder of a
Class B ordinary share one vote per share on all matters
subject to the vote at general meetings of the Company
“close associate(s) ” has the meaning ascribed thereto under the Listing Rules
“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
“Companies Ordinance ” the Companies Ordinance (Chapter 622 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Company ” Viewtrix Technology Co., Ltd (ʮ̡), a
limited liability company established in the PRC on May 30,
2012 which was converted into a joint stock company with
limited liability on December 20, 2022, formerly known as
Shenzhen Viewtrix Technology Company Limited* ( ଉέථ
ʮ̡)
“Compliance Advisor ” Gram Capital Limited
“connected person(s) ” has the meaning ascribed thereto under the Listing Rules
“connected transaction(s) ” has the meaning ascribed thereto under the Listing Rules
“core connected person(s) ” has the meaning ascribed thereto under the Listing Rules
“Corporate Governance Code ” the Corporate Governance Code set out in Appendix C1 to
the Listing Rules
“CSDC ” China Securities Depository and Clearing Corporation
Limited (ப΂ʮ̡)
“CSRC ” China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ၍
ึ)
“Director(s) ” the director(s) of the Company
“EIT” enterprise income tax
“EIT Law ” the PRC Enterprise Income Tax Law ( ʕശɛ͏΍ձ਷Ά
)
DEFINITIONS
–1 7–


--- page 27 ---
“Exchange Participant ” a person (a) who, in accordance with the Listing Rules, may
trade on or through the Stock Exchange; and (b) whose
name is entered in a list, register or roll kept by the Stock
Exchange as a person who may trade on or through the
Stock Exchange
“Extreme Conditions ” extreme conditions as announced by the government of
Hong Kong in the case where a super typhoon or other
natural disaster of a substantial scale serious affects the
working public’s ability to resume work or brings safely
concern for a prolonged period
“FINI ” “Fast Interface for New Issuance,” the 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 the Listing
“Frost & Sullivan ” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., an
independent market research and consulting company
“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 ” the Company and its subsidiaries, or any one of them as the
context may require, and where the context requires, the
businesses operated by the Company and/or its subsidiaries
and their predecessors (if any)
“Guide ”o r“ Guide for New
Listing Applicants ”
the Guide for New Listing Applicants issued by the Stock
Exchange effective from January 1, 2024, as amended,
supplemented or otherwise modified from time to time
“H Share(s) ” listed ordinary share(s) in the share capital of the 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 Stock Exchange
“H Share Registrar ” Computershare Hong Kong Investor Services Limited
“Hefei Tianze ” Hefei Tianze Qicheng No. 1 Enterprise Management
Partnership Enterprise* (ఠ໮Άุ၍ଣΥྫΆ
ุ(Υྫ)), a limited partnership established under the
laws of the PRC on March 14, 2018 and one of our
Shareholders
“HKSCC ” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
DEFINITIONS
–1 8–


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“HKSCC EIPO ” the application for Hong Kong Offer Shares to be issued in
the name of HKSCC Nominees and deposited directly into
CCASS to be credited to your designated HKSCC
Participant’s stock account through causing HKSCC
Nominees to apply on your behalf, including by instructing
your broker or custodian who is a HKSCC Participant to
give electronic application instructions via HKSCC’s FINI
system to apply for Hong Kong Offer Shares on your behalf
“HKSCC Nominees ” HKSCC Nominees Limited, a wholly-owned subsidiary of
HKSCC
“HKSCC Operational
Procedures ”
the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operation and functions of the CCASS, FINI or any other
platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time to
time in force
“HKSCC Participant ” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong ”o r“ HK” the Hong Kong Special Administrative Region of the PRC
“Hong Kong dollars ”o r“ HK$” Hong Kong dollars and cents respectively, the lawful
currency of Hong Kong
“Hong Kong Offer Shares ” 5,286,000 H Shares (subject to reallocation as described in
the section headed “Structure of the Global Offering”)
initially offered by the Company for subscription at the
Offer Price pursuant to the Hong Kong Public Offering
“Hong Kong Public Offering ” the offering of the Hong Kong Offer Shares for subscription
by the public in Hong Kong at the Offer Price (plus
brokerage, SFC transaction levy, AFRC transaction levy and
Stock Exchange trading fee), on and subject to the terms and
conditions described in “Structure of the Global Offering —
The Hong Kong Public Offering”
“Hong Kong Stock Exchange ”o r
“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 listed in
the section headed “Underwriting — Hong Kong
Underwriters”
DEFINITIONS
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“Hong Kong Underwriting
Agreement ”
the underwriting agreement dated May 14, 2026 relating to
the Hong Kong Public Offering entered into among the
Company, our Single Largest Shareholder Group, the Joint
Sponsors, the Sponsor-Overall Coordinators, the Overall
Coordinators and the Hong Kong Underwriters, as further
described in the section headed “Underwriting —
Underwriting Arrangements and Expenses — Hong Kong
Public Offering — Hong Kong Underwriting Agreement”
“HSG” HSG V enture VIII Holdco G, Ltd., a limited liability
company established under the laws of Cayman Islands and
one of our Shareholders
“IFRSs ” the International Financial Reporting Standards, which
include standards, amendments and interpretations
promulgated by IASB and the International Accounting
Standards (IAS) and interpretations issued by the
International Accounting Standards Committee (IASC)
“IIT Law ” the Individual Income Tax Law of the PRC ( ʕശɛ͏΍
)
“Independent Third Party(ies) ” any person(s) or entity(ies) who is not a connected person of
the Company within the meaning of the Listing Rules
“International Offer Shares ” the 47,573,200 H Shares offered by the Company pursuant
to the International Offering (subject to reallocation as
described in the section headed “Structure of the Global
Offering”) together with any additional H Shares which may
be allotted and issued by the Company pursuant to the
exercise of the Over-allotment Option
“International Offering ” the conditional placing of the International Offer Shares by
the International Underwriters at the Offer Price outside the
United States in offshore transactions in reliance on
Regulation S or any other available exemption from the
registration requirements under the U.S. Securities Act, in
each case on and subject to the terms and conditions of the
International Underwriting Agreement, as further described
in the “Structure of the Global Offering” in this Prospectus
“International Underwriters ” the group of international underwriters who are expected to
enter into the International Underwriting Agreement to
underwrite the International Offering
“International Underwriting
Agreement ”
the underwriting agreement relating to the International
Offering expected to be entered into on or about May 22,
2026 by the Company and the International Underwriters, as
further described in the section headed “Underwriting —
International Offering”
“Joint Bookrunners ” the joint bookrunners as named in the section headed
“Directors and Parties Involved in the Global Offering”
DEFINITIONS
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--- page 30 ---
“Joint Global Coordinators ” the joint global coordinators as named in the section headed
“Directors and Parties Involved in the Global Offering”
“Joint Lead Managers ” the joint lead managers as named in the section headed
“Directors and Parties Involved in the Global Offering”
“Joint Sponsors ” the joint sponsors as named in the section headed “Directors
and Parties Involved in the Global Offering”
“Latest Practicable Date ” May 11, 2026, being the latest practicable date for the
purpose of ascertaining certain information contained in this
Prospectus prior to its publication
“Listing ” listing of the H Shares on the Main Board of the Hong Kong
Stock Exchange
“Listing Date ” the date, expected to be on or about Wednesday, May 27,
2026, on which the H Shares are listed and from which
dealings therein are permitted to take place on the Stock
Exchange
“Listing Rules ”o r“ Hong Kong
Listing Rules ”
the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
“Macau ” the Macau Special Administrative Region of the PRC
“Main Board ” the stock exchange (excluding the option market) operated
by the Hong Kong Stock Exchange which is independent
from and operates in parallel with the GEM of the Stock
Exchange
“MOF” Ministry of Finance of the PRC (௅)
“MIIT ” Ministry of Industry and Information Technology of the
PRC (ʷ௅)
“MOFCOM ” Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ௅)
“Nomination Committee ” the nomination committee of the Board
“Ningbo Yuhang ” Ningbo Y uhang Equity Investment Center (Limited
Partnership)* (ᛆҳ༟ʕː(Υྫ)), a limited
partnership established under the laws of the PRC on March
23, 2016 and one of our Shareholders
“NPC” the National People’s Congress of the PRC ( ʕശɛ͏΍ձ
ɽึ)
DEFINITIONS
–2 1–


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“Offer Price ” HK$20.81, being the price per Offer Share in Hong Kong
dollars (exclusive of brokerage fee of 1.0%, SFC transaction
levy of 0.0027%, AFRC transaction levy of 0.00015% and
Stock Exchange trading fee of 0.00565%) at which Offer
Shares are to be subscribed for, to be determined in the
manner further described in the section headed “Structure of
the Global Offering — Pricing” in this prospectus
“Offer Share(s) ” the Hong Kong Offer Share(s) and the International Offer
Share(s), together with any additional H Shares which may
be allotted and issued pursuant to the exercise of the
Over-allotment Option
“Over-allotment Option ” the option granted by the Company to the International
Underwriters, exercisable by the Sponsor-Overall
Coordinators (on behalf of the International Underwriters)
pursuant to the International Underwriting Agreement, to
require the Company to allot and issue up to an aggregate of
7,928,800 additional H Shares at the Offer Price,
representing approximately 15% of the Offer Shares initially
available under the Global Offering, to cover over-
allocations in the International Offering, if any, exercisable
at any time from the date of the International Underwriting
Agreement up to (and including) the date which is the 30th
day from the last day for lodging of applications under the
Hong Kong Public Offering
“Overall Coordinators ” the overall coordinators as named in the section headed
“Directors and Parties Involved in the Global Offering”
“Overseas Listing Trial
Measures ”
The Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies and five
supporting guidelines ( ྤʫΆุྤ̮೯БᗇՎձɪ̹၍
ˏ) promulgated by the CSRC
on February 17, 2023 and became effective on March 31,
2023
“PBOC ” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
“PRC Company Law ” the Company Law of the People’s Republic of China ( ʕശ
جas amended, supplemented or otherwise
modified from time to time
“PRC GAAP ” generally accepted accounting principles of the PRC
“PRC Legal Advisor ” Fangda Partners, the PRC legal advisor to the Company
“PRC Securities Law ” the Securities Law of the PRC (جas
amended, supplemented or otherwise modified from time to
time
DEFINITIONS
–2 2–


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“Pre-IPO Investment(s) ” the investment(s) in our Company undertaken by the Pre-
IPO Investors prior to this Global Offering, the details of
which are set out in “History, Development and Corporate
Structure — Pre-IPO Investments”
“Pre-IPO Investor(s) ” the Pre-IPO investor(s) of our Company, details of which are
set out in “History, Development and Corporate Structure —
Pre-IPO Investments”
“Pre-IPO Share Incentive
Scheme ”
the Pre-IPO Share Incentive Scheme approved and adopted
by the Company for the grant of awards to eligible
participants, a summary of the principal terms of which is
set forth in the section headed “Appendix IV — Statutory
and General Information — Share Incentive Scheme”
“Prospectus ” this prospectus being issued in connection with the Hong
Kong Public Offering
“Qicheng Zhiyuan ” Ningbo Meishan Bonded Port Area Qicheng Zhiyuan Equity
Investment Partnership (Limited Partnership)* (ڭ
ᛆҳ༟ΥྫΆุ(Υྫ)), a limited
partnership established under the laws of the PRC on August
8, 2018 and one of our Shareholders
“Regulation S ” Regulation S under the U.S. Securities Act
“Remuneration Committee ” the remuneration committee of the Board
“RMB”o r“ Renminbi ” Renminbi, the lawful currency of the PRC
“SAFE ” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅)
“SAMR ” the State Administration for Market Regulation of the PRC
(̹ఙ္ຖ၍ଣᐼ҅)
“Securities and Futures
Commission ”o r“ 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
“Share(s) ” ordinary share(s) in the capital of the Company with a
nominal value of RMB1.00 each, including H Shares and
Unlisted Shares
“Shareholder(s) ” holder(s) of the Share(s)
DEFINITIONS
–2 3–


--- page 33 ---
“Shenzhen Yishi ” Shenzhen Yishi No. 1 Enterprise Management Center
(Limited Partnership)* ( ଉέᑈැɓ໮Άุ၍ଣʕː(Υ
ྫ)), a limited partnership established under the laws of the
PRC on September 10, 2021 and one of our Shareholders
“Single Largest Shareholder
Group ”
Dr. Gu Jing, Shenzhen Yishi, Yisheng No. 1 and Yisheng
No. 2
“Sponsor-Overall Coordinators ” the sponsor-overall coordinators as named in the section
headed “Directors and Parties Involved in the Global
Offering”
“STA” the State Taxation Administration of the PRC ( ʕശɛ͏΍
೼ਕᐼ҅)
“Stabilizing Manager ” China International Capital Corporation Hong Kong
Securities Limited
“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 Codes on Takeovers and Mergers and Share Buy-backs
issued by the SFC, as amended, supplemented or otherwise
modified from time to time
“Track Record Period ” the financial years ended December 31, 2023, 2024 and
2025
“treasury shares ” has the meaning ascribed thereto under the Listing Rules
“Underwriters ” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements ” the Hong Kong Underwriting Agreement and/or the
International Underwriting Agreement, as the context may
require
“United States ”o r“ U.S. ” the United States of America, its territories and possessions,
any State of the United States, and the District of Columbia
“Unlisted Share(s) ” ordinary share(s) issued by the Company, with a nominal
value of RMB1.00 each, which is/are not listed on any stock
exchange
“U.S. dollar(s) ”, “ US$”o r“ USD” United States dollar, the lawful currency of the United
States
DEFINITIONS
–2 4–


--- page 34 ---
“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
“Viewtrix Chengdu ” Chengdu Viewtrix Technology Company Limited* ( ϓேථ
ʮ̡), a limited liability company established
under the laws of the PRC on April 16, 2024 and a
wholly-owned subsidiary of the Company
“Viewtrix Hong Kong ” Hong Kong Viewtrix Technology Limited (߅
ʮ̡), a limited liability company established under
the laws of Hong Kong on September 27, 2019 and a
wholly-owned subsidiary of the Company
“Viewtrix Kunshan ” Kunshan Viewtrix Electronic Technology Company
Limited* (ʮ̡), a limited liability
company established under the laws of the PRC on June 22,
2018 and a wholly-owned subsidiary of the Company
“White Form eIPO ” the application process for Hong Kong Offer Shares with
applications issued in applicant’s own name and submitted
online through the designated website of the White Form
eIPO Service Provider at www.eipo.com.hk
“White Form eIPO Service
Provider ”
Computershare Hong Kong Investor Services Limited
“Xiamen Zhiyi ” Xiamen Zhiyi Chuangzhi Investment Partnership Enterprise
(Limited Partnership)* (ੂɓ௴౽ҳ༟ΥྫΆุ(Υ
ྫ)), a limited partnership established under the laws of the
PRC on May 27, 2021 and one of our Shareholders
“Yisheng Hong Kong No. 1 ” Hong Kong E-Sheng Limited, a limited liability company
established under the laws of Hong Kong on September 27,
2021 and one of the Company’s employee shareholding
platforms, details of which are set out in the section headed
“History, Development and Corporate Structure —
Employee Shareholding Platforms”
“Yisheng Hong Kong No. 2 ” HongKong E-Sheng Two Limited, a limited liability
company established under the laws of Hong Kong on
December 15, 2021 and one of the Company’s employee
shareholding platforms, details of which are set out in the
section headed “History, Development and Corporate
Structure — Employee Shareholding Platforms”
DEFINITIONS
–2 5–


--- page 35 ---
“Yisheng No. 1 ” Shenzhen Yisheng No. 1 Enterprise Management Center
(Limited Partnership)* ( ଉέ̹ᑈʺɓ໮Άุ၍ଣʕː(ࠢ
Υྫ)), a limited partnership established under the laws of
the PRC on September 16, 2021 and one of the Company’s
employee shareholding platforms, details of which are set
out in the section headed “History, Development and
Corporate Structure — Employee Shareholding Platforms”
“Yisheng No. 2 ” Shenzhen Yisheng No. 2 Enterprise Management Center
(Limited Partnership)* ( ଉέᑈʺɚ໮Άุ၍ଣʕː(Υ
ྫ)), a limited partnership established under the laws of the
PRC on September 10, 2021 and one of the Company’s
employee shareholding platforms, details of which are set
out in the section headed “History, Development and
Corporate Structure — Employee Shareholding Platforms”
“Yisheng No. 3 ” Shenzhen Yisheng No. 3 Enterprise Management Center
(Limited Partnership)* ( ଉέᑈʺɧ໮Άุ၍ଣʕː(Υ
ྫ)), a limited partnership established under the laws of the
PRC on September 15, 2021 and one of the Company’s
employee shareholding platforms, details of which are set
out in the section headed “History, Development and
Corporate Structure — Employee Shareholding Platforms”
“%” per cent
For ease of reference, the names of PRC laws and regulations, governmental authorities,
institutions, nature persons or other entities (including the Company’s subsidiaries) have been
included in this Prospectus in both the Chinese and English languages and in the event of any
inconsistency, the Chinese versions shall prevail.
* For identification purpose only
DEFINITIONS
–2 6–


--- page 36 ---
“AI” artificial intelligence
“AMOLED” active matrix organic light emitting diode, a high-quality
display technology known for being brighter, thinner, and
more power-efficient
“AR” augmented reality, a technology that overlays digital
information, such as images, sounds and other data, onto the
real-world environment in real-time, enhancing the user’s
perception and interaction with the surroundings
“Backplane” a supporting substrate in a display panel that contains the
driving circuitry to control each pixel
“brand company” an electronics company that produces, markets, and sells
end products like smartphones, wearables, and other
display-based devices to consumers
“CAGR” compound annual growth rate, representing the year over
year growth rate for a multi-period of time, calculating by
computing the nth root of the ending value over beginning
value then minus one, where n equals to the total number of
periods minus one
“captive provider” a company that develops and supplies Micro-OLED display
backplanes/drivers primarily to established brand customers
“CMOS” complementary metal-oxide-semiconductor, a widely used
semiconductor technology for constructing integrated
circuits, including microprocessors, microcontrollers,
memory chips and image sensors
“CRT” cathode ray tube
“DDIC” display driver integrated circuit
“Driver compensation algorithm” a set of embedded control algorithms implemented in
DDICs that dynamically adjust signal output to correct for
display inconsistencies
“dual RAM” a system or device that utilizes two separate RAM modules
or channels to improve performance and efficiency
“Fabless” a business model in the semiconductor industry whereby a
company designs and sells integrated circuits but outsources
the manufacturing to specialized semiconductor foundries
“FAE” field application engineer
“Fast LCD” liquid crystal displays optimized for high refresh rates, low
response times, and minimal motion blur
GLOSSARY OF TECHNICAL TERMS
–2 7–


--- page 37 ---
“FA TP” final assembly, testing and packaging
“functional module” a set of parts and units that are integrated together to
construct a more complex structure to perform a specific
function
“GDS” graphic data system
“HMI” human-machine interface
“HUD” Head-Up Display, a technology that projects information
directly into the user’s line of sight, allowing them to view
critical data without having to look away from their primary
focus area
“independent provider” a company that designs, develops and supplies Micro-OLED
display backplanes/drivers or similar components to a broad
range of customers in the open market, without being
affiliated with or controlled by any specific terminal brand
or downstream device manufacturer. Independent providers
do not produce end-user devices under their own consumer
brands and typically serve multiple third-party brands and
manufacturers
“Integrated Circuit” or “IC” integrated circuit, a type of miniature electronic device or
component, manufactured using semiconductor techniques,
integrating all the necessary transistors, resistors,
capacitors, inductors and their connecting wires for a circuit
onto a small semiconductor wafer (such as a silicon chip or
substrate), which is then soldered and encapsulated within a
casing to form an electronic device with the desired circuit
functions
“LCD” liquid crystal display, a flat-panel display technology that
utilizes liquid crystals to create images
“LCOS” liquid crystal on silicon, a micro-display technology that
uses liquid crystals applied to a reflective silicon backplane
“LTPO” low-temperature polycrystalline oxide
“Micro-OLED” micro organic light emitting diode, a miniaturized OLED
display technology featuring extremely small pixel pitches
and high resolution
“Monocrystalline silicon” a highly pure form of silicon in which the crystal lattice
structure is continuous and unbroken throughout the
material, with no grain boundaries. It is a critical material in
the semiconductor and photovoltaic industries
GLOSSARY OF TECHNICAL TERMS
–2 8–


--- page 38 ---
“MR” a technology that blends elements of both virtual reality and
augmented reality, enabling real-time interaction between
physical and virtual objects within a user’s environment
“OLED” organic light-emitting diode, a type of light-emitting diode
in which the emissive electroluminescent layer is an organic
compound film that emits light in response to an electric
current
“OSA T” outsourced semiconductor assembly and test, critical stages
of the production process of semiconductor products
outsourced to third-party services providers to handle the
assembly, packaging and testing of semiconductor devices
“PPI” pixels per inch, a measurement of pixel density in a digital
display or image
“Pixel compensation circuit” power a circuit design integrated within display panels or
driver ICs that uses additional transistors or capacitors to
maintain consistent pixel current or voltage
“TDDI” touch and display driver integration
“TFT-LCD” thin film transistor liquid crystal display
“RAM” random access memory
“RAM-less” or single RAM, a type of electronic device, system, or
component that operates with one RAM
“Real-RGB” a subpixel arrangement used in AMOLED displays where
each pixel is composed of a full set of red, green, and blue
subpixels
“R&D” research and development
“Refresh rate” the number of times per second a display updates its image,
measured in hertz
“VR” televirtual reality, a technology that creates a simulated,
immersive environment, allowing users to interact with and
experience a computer-generated world as if it were real,
typically through the use of specialized headsets and sensors
“XR” extended reality, typically include AR and VR
GLOSSARY OF TECHNICAL TERMS
–2 9–


--- page 39 ---
The Company has included in this Prospectus forward-looking statements. Statements that are
not historical facts, including but not limited to statements about its intentions, beliefs, expectations
or predictions for the future, are forward-looking statements. When used in this Prospectus, the
words “aim”, “anticipate”, “believe”, “could”, “expect”, “going forward”, “intend”, “ought to”,
“project”, “seek”, “should”, “will”, “would”, “vision”, “aspire”, “target”, “schedule”, and the
negative of these words and other similar expressions, as they relate to the Group or its
management, are intended to identify forward-looking statements. Such statements reflect the
current views of the Group’s management with respect to future events, operations, liquidity and
capital resources, some of which may not materialize or may change. These statements are subject
to certain risks, uncertainties and assumptions, including the risk factors as described in this
Prospectus, some of which are beyond the Company’s control and may cause the Company’s actual
results, performance or achievements, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking statements. Y ou
are strongly cautioned that reliance on any forward-looking statements involves known and
unknown risks and uncertainties. The risks and uncertainties facing the Group which could affect
the accuracy of forward-looking statements include, but are not limited to, the following:
 the Group’s operations and business prospects;
 the Group’s ability to maintain relationship with, and the actions and developments
affecting, its customers and suppliers;
 future developments, trends and conditions in the industries and markets in which the
Group operates or plans to operate;
 general economic, political and business conditions in the markets in which the Group
operates;
 changes to the regulatory environment in the industries and markets in which the Group
operates;
 the Group’s ability to maintain its market position;
 the actions and developments of the Group’s competitors;
 the Group’s ability to effectively contain costs and optimize pricing;
 the ability of third parties to perform in accordance with contractual terms and
specifications;
 the Group’s ability to retain senior management and key personnel and recruit qualified
staff;
 the Group’s business strategies and plans to achieve these strategies;
 the effectiveness of the Group’s quality control systems;
 change or volatility in interest rates, foreign exchange rates, equity prices, trading
volumes, commodity prices and overall market trends; including those pertaining to the
PRC and the industry and markets in which the Group operates; and
 capital market developments.
FORW ARD-LOOKING STATEMENTS
–3 0–


--- page 40 ---
By their nature, certain disclosures relating to these and other risks are only estimates and
should one or more of these uncertainties or risks, among others, materialize, actual results may
vary materially from those estimated, anticipated or projected, as well as from historical results.
Specifically but without limitation, sales could decrease, costs could increase, capital costs could
increase, capital investment could be delayed and anticipated improvements in performance might
not be fully realized.
Subject to the requirements of applicable laws, rules and regulations, the Company does not
have any or undertake no obligation to update or otherwise revise the forward-looking statements
in this Prospectus, whether as a result of new information, future events or otherwise. As a result
of these and other risks, uncertainties and assumptions, the forward-looking events and
circumstances discussed in this Prospectus might not occur in the way the Company expects or at
all. Accordingly, you should not place undue reliance on any forward-looking information. All
forward-looking statements in this Prospectus are qualified by reference to the cautionary
statements in this section as well as the risks and uncertainties discussed in the section headed “Risk
Factors” in this Prospectus.
In this Prospectus, statements of or references to the Company’s intentions or those of its
Directors were made as of the date of this Prospectus. Any such information may change in light
of future developments.
FORW ARD-LOOKING STATEMENTS
–3 1–


--- page 41 ---
An investment in our H Shares involves significant risks. Y ou should carefully
consider all of the information in this Prospectus, including the risks and uncertainties
described below, 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. In any such case, the market price of our H Shares could decline, and you
may lose all or part of your investment.
These factors are contingencies that may or may not occur, and we are not in a
position to express a view on the likelihood of any such contingency occurring. The
information given will not be updated after the date hereof, and is subject to the cautionary
statements in “Forward-looking Statements” in this Prospectus.
RISKS RELATING TO OUR BUSINESS OPERATIONS
We face significant pricing pressures arising from intensified competition in the AMOLED
DDIC industry, increases in memory chip prices and our limited bargaining power with both
customers and suppliers, all of which may materially and adversely affect our revenue, gross
margin and overall profitability.
The market for AMOLED DDICs is characterized by intense competition. According to Frost
& Sullivan, the five largest manufacturers of smartphone AMOLED DDICs in Chinese mainland
accounted for a combined market share of approximately 80% in 2024. As a relatively young
entrant, we have adopted a competitive pricing strategy to establish and expand our market share,
resulting in a sustained decline in our average selling prices over the Track Record Period. The
competitive dynamics in the AMOLED DDIC market may continue to exert pressure on
industry-wide pricing levels, and we may be unable to offset the impact of such pricing trends
through cost reductions or volume increases.
These pricing pressures are further compounded by increases in memory chip prices.
According to Frost & Sullivan, memory chip prices have increased significantly since late 2025. As
memory chips represent one of the largest cost components in consumer electronics end products,
brand companies and OEMs have sought to reduce procurement prices of other components —
including our AMOLED DDICs — to protect their own margins. Our limited bargaining power with
both customers and suppliers exacerbates this exposure: our customers, being large panel
manufacturers and brand companies, are generally in a stronger negotiating position than us, while
our reliance on a limited number of third-party foundries and OSA T providers constrains our ability
to reduce input costs.
Our gross margins have been subject to material volatility. In 2022, our gross margin was
materially higher than those recorded during the Track Record Period, before declining sharply at
the commencement of the Track Record Period due to intensified competition, a post-peak
correction in downstream demand and our competitive pricing strategy. While our gross margin has
since improved, we cannot assure you that such improvement is sustainable.
The risks above are interconnected and may compound one another. If we are unable to
effectively manage our pricing exposure through product differentiation, technology upgrading or
cost reduction measures, our gross margin and profitability may continue to deteriorate, resulting
in increased net losses and a material and adverse effect on our business, financial condition and
results of operations.
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If we fail to develop and introduce new or enhanced products on a timely basis, our ability to
attract and retain customers could be impaired and our competitive position could be harmed.
In order to compete successfully, we must design, develop, market and sell new or enhanced
products that provide higher levels of performance and reliability, offer and integrate new
functionalities and meet the expectations of our customers. The intensive competition, introduction
of new and upgraded products by our competitors, market acceptance of products based on new or
alternative technologies, emergence of new industry standards, or new trends in consumer
preferences could render our existing or future products obsolete. Specifically, the development of
other display technologies such as LCD or other alternative technologies could render OLED
products obsolete if they provide better display solutions in terms of cost, durability and
performance.
Our failure to anticipate the next-generation technology roadmap or timely develop new or
enhanced products in response to shifts in technology and consumer preferences, including our
inability to offer new generation of AMOLED DDICs and Micro-OLED display backplanes/drivers
or to transition to the latest technologies quickly, could result in decreased total revenue and our
competitors gaining more market share. In particular, we may experience difficulties with product
design, development, marketing or certification, which could delay or prevent our development,
introduction or marketing of new or enhanced products. If we fail to introduce new or enhanced
products that meet the needs of our customers or fail to penetrate new markets in a timely fashion,
we will lose market share and our operating results will be adversely affected.
Our research and development efforts are not guaranteed to yield the results we anticipate.
In order to maintain our competitive position and continue to grow our business, we need to
continuously develop and introduce innovative products for our existing and potential downstream
customers which include display panel manufacturers and brand companies in the consumer
electronics industry. The markets of consumer electronics are characterized by continuous
technological developments and innovation to address increasingly complex and diverse consumer
needs. Accordingly, we emphasize our research and development activities, which require
considerable human resources and capital investment. We have invested, and expect to continue to
invest, significant resources in research and development; however, we cannot assure you that our
R&D efforts will yield the intended results or that we will be able to successfully commercialize
new technologies, and any failure to do so may impair our ability to retain existing customers,
attract new customers and achieve profitability. In 2023, 2024 and 2025, our research and
development expenses amounted to RMB177.0 million, RMB242.2 million and RMB266.0 million,
representing 24.6%, 27.2% and 24.1% of our revenue in the respective years. However, we cannot
assure you that these efforts will be successful or produce our anticipated results. We may not be
able to apply the technologies we developed to introduce new products in time to capture the
first-mover advantage, or at all. Any failure in successfully translating our R&D efforts to new
products could have a material adverse impact on our business, results of operations and financial
condition.
Our growth and profitability depend on general economic conditions and the level of
consumer spending.
Our results of operations depend significantly on general economic conditions and consumer
spending. Consumer spending is affected by a number of economic and other factors beyond our
control, such as interest rates, conditions in the real estate and mortgage markets, unemployment
rates, labor and healthcare costs, access to credit, consumer confidence, and other macroeconomic
factors affecting the spending behavior of consumers. Economic uncertainty and other related
factors may exacerbate negative trends in consumer spending and may cause consumers to postpone
or refrain from purchasing consumer electronics, which in turn will negatively affect our customers’
demands for our products and therefore adversely affect our business, results of operations and
financial condition.
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According to Frost & Sullivan, starting from late 2025, the prices of memory chips, including
those used in consumer electronics terminals, have increased significantly. As memory chips
represent one of the largest cost components in consumer electronics end products, brand companies
and their OEMs have come under mounting pressure to reduce their overall bill-of-materials costs.
In response, these customers have sought to compress the procurement prices of other components
— including display driver integrated circuits such as our AMOLED DDICs — in order to offset
the rising memory costs and protect their own margins. Consequently, our operating results are
affected by fluctuation in the consumer electronics industry, which is highly competitive and to a
large extent driven by end-user markets. Fluctuations in price within the consumer electronics
industry could contribute indirectly to reduced sales and declining prices for our products, which
will in turn affect our revenue and profit margins. As a result of the foregoing factors, we may
experience fluctuations in our results of operations and financial performance.
Specifically, many consumer electronics brand companies face intense competition and
constant pressure to cut the selling prices of their end products. Accordingly, many of the brand
companies using our products expect ongoing production cost reductions and increased production
efficiencies. If we are not able to meet such expectations, our business, financial condition, results
of operations and growth prospects will be adversely affected.
Our future growth depends in part on maintaining and building relationships and achieving
additional design wins with leading brand companies.
Our products are ultimately applied in smartphones and AR/VR-enabled head mounted
displays designed by brand companies, whom we consider our downstream customers. Even though
these brand companies are not our customers since they generally do not purchase our products
directly, we have strong relationships with leading brand companies, and we intend to maintain and
further develop such relationships. These relationships have in the past required, and are expected
to continue to require us to make modifications to our products that involve significant
technological challenges, as well as participation in lengthy field trials and extensive qualification
programs. We cannot assure you that these efforts will result in a design win, or that any such design
win would lead to production orders. We also expect these brand companies to place considerable
pressure on us to meet their tight development schedules. In addition, such brand companies may
require extensive, localized technical support, which would require us to significantly expand our
customer support capabilities. We may have to devote a substantial amount of our limited resources
to these relationships, which could detract from or delay our completion of other important
development projects. Such delays could impair our relationships with these brand companies and
negatively impact sales of our products under development. If we cannot achieve design wins in the
future, our ability to grow will be limited.
Our revenue and profitability are significantly affected by our product mix, and any
unfavorable shift in our product mix could materially and adversely affect our financial
results.
We currently offer two categories of products: (i) AMOLED DDICs, primarily used for
smartphones, which span a broad range of market segments from mass-market to premium-tier
devices, with our premium AMOLED DDICs featuring more advanced specifications — such as
higher refresh rates, superior power efficiency and enhanced compensation algorithms — and
commanding higher selling prices and margin profiles than our mass-market products; and (ii)
Micro-OLED display backplanes/drivers, primarily used for AR/VR head-mounted devices.
Different products, and different products within the same category, carry varying selling prices and
margin profiles reflecting differences in product complexity and R&D investment. As a result, shifts
in the proportion of premium versus mass-market products within our AMOLED DDIC portfolio,
as well as changes in the relative contribution of our two product categories, can have a meaningful
impact on our blended gross margin and overall profitability.
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Our product mix is subject to change in response to market conditions, customer preferences
and technological developments, all of which are beyond our full control. Any shift in our product
mix towards lower-margin products — whether driven by pricing pressure in our core AMOLED
DDIC segment, slower-than-expected commercialization of higher-margin products, or changes in
customer demand — could materially reduce our overall gross margin and profitability. We cannot
assure you that we will be able to optimize our product mix or successfully expand our portfolio
of higher-margin products, and any failure to do so may have a material and adverse effect on our
business, financial condition and results of operations.
We work with a limited number of third-party foundries.
As a fabless design house, we rely on third-party foundries for wafer fabrication. Our ability
to coordinate effectively with our foundry partners and OSA T providers to manage capacity
allocation and production schedules affects our procurement lead times, delivery schedules to our
customers and our inventory holding costs, which in turn affect our business operations and
financial condition. Since 2018, TSMC has been our primary third-party foundry partner, and we
began cooperation with other foundries, including some leading foundries based in Chinese
mainland since 2024. In 2023, 2024 and 2025, purchase from TSMC accounted for 65.8%, 74.5%
and 42.3% of our total purchases, respectively.
The ability of our foundry partners to provide us with wafers is limited by its available
capacity. We do not have a guaranteed level of production capacity from our foundry partners since
we do not have long-term contracts with them, and we place our orders on a purchase order basis.
As a result, if our foundry partners raise their prices or are unable to meet our required capacity for
various reasons, including shortages, or delays in the shipment of semiconductor equipment or raw
materials required to manufacture our AMOLED DDICs, and Micro-OLED display
backplanes/drivers or if our business relationships with our foundry partners deteriorate, we may
not be able to obtain the required capacity and would have to seek alternative foundries, which may
not be available on commercially reasonable terms, or at all. In addition, display panel
manufacturers and brand companies we work with all have stringent supply chain control
procedures in place, which would limit our capability to work with alternative foundries in case of
capacity shortage.
Moreover, it is possible that other customers of our foundry partners that are larger than we
are, or that have long-term contracts with them, may receive preferential treatment in terms of
capacity allocation. Reallocation of capacity by our foundry partners to their other preferred
customers could impair our ability to secure our requisite supply of AMOLED DDICs, and
Micro-OLED display backplanes/drivers which could significantly delay the shipment of our
products, causing a loss of revenue and damage to our customer relationships. In addition, if we do
not accurately forecast our capacity needs, our foundry partners may not have available capacity to
meet our immediate needs or we may be required to pay higher costs to fulfill those needs, either
of which could materially and adversely affect our business, operating results or financial condition.
Our third-party foundry partners are primarily located in Chinese mainland and Taiwan. In
addition, we did not engage in any direct shipment arrangements from our third-party foundries to
our end customers during the Track Record Period and as of the Latest Practicable Date. As a matter
of our standard operations, all fabricated wafers are first delivered to our designated OSA T
providers for packaging and testing. Final products are then shipped from the OSA T providers to
end customers.
Testing and packaging of our DDICs are done by a limited number of third parties.
In addition to wafer fabrication, we rely on a limited number of OSA T providers for the testing
and packaging of our DDICs. Reliance on these third parties for the testing and packaging of our
DDICs presents significant risks to us, including (i) limited control over delivery schedules, quality
assurance, manufacturing yields and production costs, (ii) potential failure to obtain, or delay in
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obtaining key process technologies, (iii) failure by us or our customers to qualify a selected
supplier, (iv) capacity shortages during periods of high demand, (v) shortages of materials, (vi)
misappropriation of our IP , (vii) limited warranties on ICs or products supplied to us and (viii)
potential increases in prices.
The ability and willingness of our OSA T providers to adequately perform is largely outside
our control. If one or more of these OSA T providers fails to perform its obligations in a timely
manner or at satisfactory quality levels, our ability to bring products to market and our reputation
could suffer. For example, in the event that capacity becomes constrained at one or more OSA T
providers, we could face difficulties in fulfilling our customers’ orders and our revenues could
decline. In addition, if these OSA T providers fail to deliver quality products and components to us
on time and at reasonable prices, we could face difficulties in fulfilling our customers’ orders, our
total revenue could decline and our business, financial condition and results of operations would be
adversely affected. Our OSA T providers are primarily located in Chinese mainland, and we did not
currently engage any OSA T providers based in other BRICS member countries during the Track
Record Period and as of the Latest Practicable Date.
We incurred net losses during the Track Record Period and may not be able to achieve or
maintain profitability in the future.
We incurred net losses of RMB232.1 million, RMB309.0 million and RMB230.3 million in
2023, 2024 and 2025, respectively. Whether we would be able to achieve profitability in the future
is affected by various factors, including our ability to increase the sales volume and price of our
products, continually grow revenue and manage and control our cost of sales and other costs and
expenses.
Our ability to increase the volume and price of our products depends in part upon the success
of our R&D efforts and our relationship with our downstream customers. We cannot assure you that
we will be able to increase the sales volume or price of our products, in which case our business,
financial condition and results of operations may be materially and adversely affected. In addition,
our ability to manage and control our cost of sales and other costs and expenses and improve
operational efficiency depends on, among other things, our ability to negotiate favorable pricing
with our suppliers, optimize our supply chain management and further achieve economies of scale.
If we are unable to enhance our economies of scale or fail to leverage our scale to manage our cost
of sales, our business, financial condition and results of operations may be materially and adversely
affected. In addition, various uncontrollable factors may affect our ability to achieve profitability,
which include general economic condition, consumer spending, competition and technological
developments. Therefore, we cannot assure you that we can effectively control our costs and
expenses and achieve or maintain profitability in the future.
Failure to achieve expected manufacturing yields for our products and solutions could
negatively impact our operating results and damage our reputation.
Manufacturing yields for our products are a function of both product design, which is
developed largely by us, and process technology, which is typically owned by a third-party foundry,
and low yields can result from either a product design or process technology failure. As such, we
are not able to identify yield problems until our designs are manufactured. Once a yield issue is
identified, the product is analyzed and tested to determine the cause. As a result, underlying causes
of yield problems may not be identified until well into the production process. In addition,
resolution of yield problems requires cooperation among, and communication between, us, our
foundry and assembly and test partners, and sometimes our customers. Because of our potentially
limited access to a wafer foundry’s production facility, decreases in manufacturing yields could
result in an increase in our costs and force us to allocate our available product supply among end
customers. Lower than expected yields could therefore potentially harm our customer relationships,
reputation and operating results.
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We engage distributors to sell our products, over whom we have limited control. Our business
may be adversely affected due to risks relating to our distributors.
In 2023, 2024 and 2025, our revenue generated from sales to distributors amounted to
RMB506.1 million, RMB656.7 million and RMB736.2 million, accounting for 70.3%, 73.7% and
66.6% of our total revenue in the respective years. See “Business — Sales and Marketing — Our
Distributors” for further details.
The performance of our distributors, as well as the compliance of our distributors with our
requirements, are crucial to the sales of our products. However, we cannot guarantee that our
distributors will always comply with the terms of the distribution agreements or operate in a manner
that aligns with our reputation and standards. Noncompliance by distributors, such as unauthorized
sales practices or failure to adhere to contractual obligations, could harm our reputation, disrupt our
sales channels and lead to loss of customer trust. Additionally, we face risks of fraud or misconduct
by distributors, which could include unauthorized misrepresentation of our products,
misappropriation of third-party intellectual property or other unlawful activities. Such actions may
expose us to legal liabilities, costly litigation and regulatory scrutiny, regardless of whether the
claims are substantiated. Addressing these issues could also strain our management resources and
distract from core operations. If we fail to effectively manage our distributors or mitigate risks
associated with their actions, we may face disruptions in our sales channels, reputational damage
and financial losses, which could materially and adversely affect our business, financial condition
and results of operations.
A limited number of customers contribute to a substantial portion of our revenue.
Given the highly concentrated nature of the OLED display panel manufacturers, our revenue
is substantially dependent on a limited number of display panel manufacturers and brand
companies; any failure to maintain existing customer relationships, increase our wallet share or
attract new customers could have a material and adverse effect on our business and results of
operations. Our AMOLED DDICs and Micro-OLED display backplanes/drivers are sold to OLED
display panel manufacturers, including through distributors. In view of the intensive capital
requirement and technological barriers, there are only a limited number of large-scale OLED
display panel manufacturers. As such, revenue from our five largest customers in each year during
the Track Record Period accounted for 91.0%, 90.2% and 90.7% of our revenue in 2023, 2024 and
the 2025, and sales to our largest customer in each year during the Track Record Period accounted
for 48.2%, 54.1% and 34.0% of our revenue in the respective years. Considering the industry
landscape, we expect these key customers to continue to contribute to a substantial portion of our
sales. Furthermore, since our products are featured in end products such as smartphones and tablets,
we also rely on the recognition of brand companies in the consumer electronics industry. As a result,
we still need to pass the stringent certification requirements of leading consumer electronics brand
companies. Therefore, our reputation among the brand companies also significantly affects our
business operations and financial condition.
In addition to selling our products to display panel manufacturers directly, we also sell our
products to display panel manufacturers through distributors primarily for a shorter cash collection
cycle and better capital management. We typically only engage one distributor for sales to a given
display panel manufacturer for a given period. As such, we generate a substantial portion of revenue
from a limited number of distributors. If any of these distributors cease their cooperation with us,
we will need to renegotiate with the display panel manufacturers for direct sales, which entail a
longer cash collection cycle and can negatively impact our liquidity.
If our key customers do not continue to transact with us on scales or terms similar to historical
levels, or if our reputation among the brand companies deteriorate, our business, financial condition
and results of operations will be negatively affected. In particular, these key customers’ products are
characterized by rapidly evolving technologies that innovate product features or adoption of new or
alternative technologies each time a new product is introduced or an existing product is upgraded.
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In addition, we enter into framework agreements with these customers, and the agreements do not
specify the number of products these customers will purchase from us in any given year or contain
minimum purchase requirements. Product sales are confirmed with purchase orders rather than
framework agreements. The loss of or reduction in any key customer’s business as a result of our
inability to meet the product specifications, to adopt new technologies, our exclusion from a key
product development cycle or for any other reason may materially and adversely affect our results
of operations.
If (i) there is any reduction, delay or cancelation of orders from one or more of our key
customers due to a reduction in their product sales or for any other reason, (ii) one or more of our
key customers select our competitors’ products; (iii) we lose one or more of our key customers and
are not able to obtain additional or alternative customers that can replace the lost sales volume and
profit or (iv) any of our key customers fails to make timely payment for our products, our financial
condition and results of operations may experience material fluctuations and our sales may decline.
Furthermore, consumer electronics brand companies typically impose strict supply chain
control, and to enter into the supply chain of a new brand company can involve lengthy and costly
certification process. In addition, there are only a limited number of large-scale OLED display panel
manufacturers that we can potentially work with. As such, our capability in diversifying our
customer base could be substantially limited.
If our products do not meet display panel manufacturers’ and brand companies’ quality
standards, our business and financial condition may be negatively impacted.
If we are unable to provide products that meet display panel manufacturers’ and brand
companies’ demands on a timely basis, our relationships with our customers and brand companies’
will be negatively impacted, and, if we are unable to repair these relationships by increasing our
customers’ and brand companies’ confidence in us, we may lose our customers and the relationship
with the brand companies. Furthermore, our downstream customers conduct quality check and
inspection of our products when they receive them, and they can return or exchange products that
do not meet their quality standards. If we experience a high level of product returns or exchanges,
our business and financial condition may be negatively impacted.
Our patents and other non-patented intellectual properties are valuable assets, and if we are
unable to protect them from infringement, our business prospects may be harmed.
Our success depends in part on our ability to obtain and maintain trade secrets and patent
protection for our technologies, processes and products as well as to successfully enforce our
intellectual property rights and to defend our intellectual properties against third-party challenges.
In the event that our issued patents and patent applications do not adequately provide coverage for
our technologies, processes or products, we would not be able to exclude others from developing
or utilizing these technologies, processes and products. Furthermore, the degree of future protection
of our proprietary rights is uncertain because legal means may not adequately protect our rights or
permit us to gain or keep our competitive advantage.
As our technologies involve unpatented, proprietary technologies, processes, know-how or
data, we primarily rely on trade secret protection and agreements to safeguard our interests.
However, trade secrets are difficult to protect. Our employees and suppliers who may have access
to trade secrets to enter into confidentiality agreements or other agreements including
confidentiality provisions with us, may unintentionally or willfully disclose our information to
competitors. In addition, confidentiality agreements or other agreements including confidentiality
provisions may not be enforceable or provide an adequate remedy in the event of unauthorized use
or disclosure. It may be difficult to prove or enforce a claim that a third party had illegally obtained
and used our trade secrets. In addition, our competitors may independently develop technologies
that are equivalent to our trade secrets, in which case, we would not be entitled to enforce our trade
secrets and our business could be harmed.
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We may encounter future litigation by third parties based on claims that our technologies,
processes or products infringe the intellectual property rights of others or that we have
misappropriated the trade secrets of others. We may also initiate lawsuits to defend the ownership
of our inventions and our trade secrets. It is difficult, if not impossible, to predict how such disputes
would be resolved. Litigation relating to intellectual property rights is costly and diverts technical
and management personnel from their normal responsibilities. Furthermore, we may not be able to
prevail in any such litigation or proceeding. As of the Latest Practicable Date, we were not involved
in any unauthorised use of intellectual property rights by third parties or our infringement of third
party intellectual property which would result in a material adverse impact on our operations or
financial position. A determination in an intellectual property litigation or proceeding that results
in a finding of non-infringement by others to our intellectual property or an invalidation of our
patents may result in the use by competitors of our technologies or processes and sale by
competitors of products that resemble our products.
Delivery delays, poor handling by third party logistics service providers or disruptions in the
transportation network may adversely affect our business.
We use third party logistics service providers to deliver our products. Disputes with or
terminations of our contractual relationships with our logistics service providers could result in
delayed delivery of products or increased costs. We may not be able to continue or extend
relationships with our current logistics service providers on terms acceptable to us or establish
relationships with new logistics service providers to ensure accurate, timely and cost-efficient
delivery services. If we are unable to maintain or develop good relationships with logistics service
providers, it may inhibit our ability to offer products in sufficient quantities, on a timely basis, or
at prices acceptable to our customers. If there is any breakdown in our relationships with our
preferred logistics service providers, we may suffer business interruptions that could materially and
adversely affect our business, financial condition and results of operations. As we do not have any
direct control over these logistics service providers, we cannot guarantee their quality of services.
If there is any delay in delivery, damage to products or any other issue due to transportation
shortages, natural disasters, labor strikes or other factors, we may lose customers and sales and our
reputation may be tarnished. In addition, our suppliers sometimes deliver materials to us through
third party logistics service providers. Delays in delivery could adversely impact our suppliers’
ability to timely deliver materials to us, and our ability to deliver to our customers. During the Track
Record Period, there has been no material disruption in the operations of our third party logistics
service providers that has resulted in any significant delay or shortage in supply. In particular, there
has been no shortage of chips or disruption in the supply of chain from our places of production
during the Track Record Period.
We may not be able to maintain or enhance our brand recognition.
We believe our brand image has contributed significantly to the success of our business, and,
therefore, maintaining and enhancing the recognition, image and acceptance of our brand are
critical to our ability to differentiate our products from and to compete effectively with our peers.
Our brand image, however, could be jeopardized if we fail to maintain high product quality and
keep pace with evolving technology trends, or timely fulfill the orders. If we fail to promote our
brand or to maintain or enhance the brand recognition and awareness among our customers, or if
we are subject to events or negative allegations affecting our brand image or publicly perceived
position of our brand, our business, operating results and financial condition could be adversely
affected.
Our business depends on the continuing efforts of our key personnel performing vital
functions.
Our business operations depend on the continuing efforts of our management, particularly the
members of our senior management team. If one or more members of our management are unable
or unwilling to continue their employment with us, we may not be able to replace them in a timely
manner, or at all. We may incur additional expenses to recruit and retain qualified replacements. In
addition, members of our management may join a competitor or form a competing company. We
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may not be able to successfully enforce our contractual rights included in employment agreements
with our management. As a result, our business may suffer the loss of services of one or more
members of our management, which in turn could have a material and adverse impact on our future
prospects, business, results of operations and financial condition.
Our business may be impacted by political events, war, terrorism, public health issues, natural
disasters and other business interruptions.
War, terrorism, geopolitical uncertainties, public health issues and other business interruptions
could cause damage or disruption to international commerce and the global economy, and thus could
have a material adverse effect on us, our customers and suppliers. Our business operations are
subject to interruption by, among others, natural disasters, whether as a result of climate change or
otherwise, fire, power shortages and other industrial accidents, terrorist attacks and other hostile
acts, labor disputes, public health issues, demonstrations or strikes, and other events beyond our
control. Such events could decrease demand for our products, make it difficult or impossible for us
to make and deliver products to our customers, or to receive materials from our suppliers, and create
delays and inefficiencies in our supply chain. In the event of a natural disaster or major public
health issue, we could incur significant losses, require substantial recovery time and experience
significant expenditures in order to resume operations.
Our sales may be influenced by seasonality.
Our results of operations are affected by seasonal fluctuations in the demand for consumer
electronics, which in turn influence our customers’ demands for our products. We usually
experience higher sales volume in the second half of the year due to increased shopping activities
during the holiday season and the consumer electronics product launch cycle. Accordingly, various
aspects of our operations, including sales, working capital and operating cash flows, are exposed
to the risks associated with seasonal fluctuations in the demand for our products, and our quarterly
or half year results may not reflect our full year results.
We face intense competition in the AMOLED DDIC and Micro-OLED display
backplanes/drivers industry.
The AMOLED DDIC and Micro-OLED display backplanes/drivers industry in which we
operate are highly competitive, and some our competitors currently garners substantial market
shares. General competition in our industry is characterized by price competition and rapid
technological changes. We compete with different companies, depending upon the type of product.
Some of our competitors may have longer operating histories, greater name recognition, larger
customer bases and greater financial, sales and marketing, distribution, technical and other
resources and experience than we do. Our competitors’ greater size in some cases may provide them
with a competitive advantage due to economies of scale. In addition, our competitors may be able
to devote greater resources to the research and development of technologies and products that are
more effective than ours. They may also adapt more quickly to new or emerging technologies and
changes in customer demand and requirements. Our competitors may also intentionally cut their
prices, even at the expense of their profit margins, to win greater market share. Our failure to
maintain our competitive position with respect to technological advances, to adapt to changing
market conditions or to otherwise compete successfully with existing or new competitors may have
a material and adverse effect on our business, financial condition and results of operations.
Failure to collect our trade receivables or other receivables in a timely manner may adversely
affect our liquidity.
We may not be able to collect our trade receivables in a timely manner, and we may face
difficulty collecting receivables for reasons beyond our control, such as customers delaying
payment past the relevant credit periods granted or being unable to pay us when payments are due.
We had trade receivables of RMB64.7 million, RMB102.7 million and RMB292.4 million as of
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December 31, 2023, 2024, and 2025. Trade receivables turnover days were 75 days, 34 days and 65
days in 2023, 2024 and 2025, respectively. In addition, we had financial assets included in
prepayments, other receivables and other assets of RMB13.7 million, RMB8.0 million and RMB2.2
million as of December 31, 2023, 2024, and 2025. Our other receivables are also subject to potential
impairment. Any significant delay or default in our collection of trade receivables or other
receivables may impose pressure on our cash flow and working capital and reduce the pool of
available financial resources relative to our expectations and expenditure plans, which in turn could
have a material adverse effect on our business, financial condition and results of operations.
We may require additional funding to finance our operations, which may not be available on
terms acceptable to us.
We believe that our current cash and cash equivalents and the anticipated cash flows from
operations will be sufficient to meet our anticipated cash needs for the next 12 months. We may,
however, require additional cash resources to finance our continued growth or other future
developments, including any investments or acquisitions we may decide to pursue. To the extent
that our funding requirements exceed our financial resources, we will be required to seek additional
financing or to defer planned expenditures. We may not be able to obtain additional funds on terms
acceptable to us, or at all. In addition, our ability to raise additional funds in the future is subject
to a variety of uncertainties, including our future financial condition, results of operations, general
market conditions for capital raising and debt financing activities and economic, political and other
conditions in the markets in which we operate. Furthermore, as an IC design house, our ability to
raise fund from U.S. investors may be restricted in view of the outbound investment rule
promulgated by the U.S. Treasury Department that came into effect in January 2025.
Furthermore, if we raise additional funds by incurring debt, we may be subject to various
covenants under the relevant debt instruments that may, among other things, restrict our ability to
pay dividends or obtain additional financing. Servicing such debt obligations could also be
burdensome to our operations. If we fail to service our debt obligations or are unable to comply with
any of these covenants, we could be in default under such debt obligations and our liquidity and
financial condition could be adversely affected.
If we are unable to perform our contracts, our results of operations and financial condition
may be adversely affected.
Contract liability is the obligation to transfer goods or services to a customer for which we
have received a consideration (or an amount of consideration that is due) from the customer. As of
December 31, 2023, 2024 and 2025, our contract liabilities amounted to RMB7.0 million, RMB4.7
million and RMB20.2 million. If we fail to honor our obligations under our contracts with our
customers, we may not be able to convert such contract liabilities into revenue, and our customers
may also require us to refund the prepayments they have made, which may in turn adversely affect
our liquidity position and financial condition. In addition, if we fail to honor our obligations under
our contracts with customers, it may also adversely affect our relationship with such customers,
which may in turn affect our results of operations in the future.
Our insurance coverage may be insufficient to cover all of our potential losses.
We maintain insurance coverage over the shipment of our wafers and chips. We cannot assure
you that our insurance will provide adequate coverage for all the risks in connection with our
business operations. If we were to incur substantial losses and liabilities that are not covered by our
insurance policies, we may be required to bear our losses to the extent that our insurance coverage
is insufficient. As a result, we could suffer significant costs and diversion of our resources, which
could have a material and adverse impact on our business, results of operations and financial
condition.
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Our information systems may experience system failures, interruptions or security breaches.
Our business operations rely on our information systems for various functions. These systems
are critical for maintaining operational efficiency, data accuracy and timely decision-making.
However, our information systems are subject to various risks, including system failures,
cyber-attacks, data breaches and other security incidents. Any such event could disrupt our
operations, compromise our data, and result in significant remediation costs, legal liabilities and
reputational damage. Furthermore, our information systems need to be regularly updated and
upgraded to keep pace with technological advancements and changing business needs. These
updates and upgrades require significant investment and may cause system disruptions or
compatibility issues.
We also engage certain third-party service providers for the development, upgrade and
maintenance of certain information systems. Any failure of these third-party service providers to
meet their service obligations could affect the performance of our information systems.
Furthermore, any breach of contract or termination of services by these third-party service providers
could result in disruptions to the operation of our information systems and we may incur additional
costs and experience delays to find alternative service providers.
We face risks associated with the misconduct of our employees, business partners and their
employees and other related individuals.
Our business operations and reputation are significantly influenced by the conduct of our
employees, business partners, their employees and other related individuals. Despite our efforts to
implement stringent oversight mechanisms and ethical guidelines, it may not always be possible to
prevent or detect misconduct by these individuals. The misconduct by these parties, including
fraudulent activities, non-compliance with laws and regulations, unethical business practices or any
other actions that are inconsistent with our corporate policies and values, may subject us to potential
liabilities and damage our reputation, leading to loss of consumers, decreased market share and
potential difficulties in attracting and retaining business partners.
We may from time to time become a party to litigation, other legal and contractual disputes,
claims and administrative proceedings.
We may from time to time be subject to various litigation, legal or contractual disputes,
claims, or administrative proceedings in the ordinary course of our business, including, but not
limited to, various disputes with or claims from our consumers, suppliers, customers, business
partners and other third parties. Ongoing or threatened litigation, legal or contractual disputes,
claims or administrative proceedings may divert our management’s attention and other resources.
Furthermore, any litigation, legal or contractual disputes, claims or administrative proceedings
which are initially not of material importance may escalate and become important to us, due to a
variety of factors such as the subject matter of the disputes, the likelihood of loss, the monetary
amount at stake and the parties involved. If any adverse verdict, judgment or award is rendered
against us or if we settle with any third parties, we may be required to pay significant monetary
damages or assume other liabilities. In addition, negative publicity arising from litigation, legal or
contractual disputes, claims or administrative proceedings may damage our reputation and have a
material and adverse impact on our business, results of operations and financial condition.
We may make acquisitions, establish joint ventures and conduct other strategic investments,
which may not be successful.
To further expand our business and strengthen our industry position, we may form strategic
cooperation or make strategic investments and acquisitions to fuel business growth. Acquisitions
involve numerous risks, including difficulties in integrating the operations and personnel of the
acquired companies, distraction of management from overseeing our existing operations,
difficulties in executing new business initiatives, entering markets or lines of business in which we
have no or limited direct prior experience, the possible loss of key employees and customers and
difficulties in achieving the synergies we anticipated or levels of revenue, profitability, productivity
RISK FACTORS
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or other benefits we expected. These transactions may also cause us to (i) significantly increase our
interest expense, leverage and debt service requirements if we incur additional debt to pay for an
acquisition or investment, (ii) issue Shares that would dilute our current Shareholders’ percentage
ownership, or (iii) incur asset write-offs and restructuring costs and other related expenses.
Acquisitions, joint ventures and strategic investments involve numerous other risks, including
potential exposure to unknown liabilities of acquired or investee companies and restrictions under
regulations relating to anti-monopoly. There can be no assurance that our acquisitions, joint
ventures and other strategic investments will be successful and will not have a material and adverse
impact on our business, results of operations and financial condition.
We face risks in relation to inability to obtain and maintain the approvals, licenses and
permits required for our operations.
We are required to maintain various approvals, licenses and permits in order to operate our
business. These approvals, licenses and permits are granted upon satisfactory compliance with,
among other things, the applicable laws and regulations. Also, they may be valid only for a fixed
period of time and subject to renewal and accreditation.
There is no assurance that we will be able to obtain, renew or maintain all necessary
approvals, licenses and permits for our existing or future business operations. Any failure to obtain
or maintain such approvals, licenses or permits may result in suspension or cessation of certain
business activities, delay or cancellation of our expansion plans, and may subject us to regulatory
penalties, fines, or other legal liabilities.
We may also be exposed to significant administrative or legal proceedings and reputational
damage arising from actual or perceived non-compliance with laws or regulatory requirements,
which could have a material and adverse impact on our business operations, financial condition and
prospects.
Any failure or perceived failure to comply with data privacy and security laws could subject
us to potential liabilities.
We collect and store business and transaction data generated during or in connection with our
business operations, including our business and transactions with our customers, suppliers and
business partners. The secure maintenance of such data is critical. Failure to process such data in
compliance with applicable legal requirements may result in non-compliance with data security
obligations. Our operations are subject to a variety of laws and regulations concerning data privacy
and security. Failure to comply with the evolving data protection laws in the PRC, as well as the
data security and privacy laws in other jurisdictions where we operate, could result in significant
reputational damage and adversely affect our business performance. To ensure compliance with
evolving data privacy laws, regulations and standards, it will be necessary to maintain robust
internal control and risk management policies, which will require substantial commitment of
resources and efforts. The unauthorized access, loss, or misuse of data 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 have awarded and may continue to award equity instruments under equity incentive plans,
which may cause shareholding dilution to our Shareholders and result in increased share-
based compensations.
We adopted a series of share incentive schemes since our incorporation. See “Appendix IV —
Statutory and General Information — Share Incentive Scheme.” In 2023, 2024 and 2025, we
recorded share-based compensations of RMB14.8 million, RMB84.8 million and RMB59.8 million,
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respectively. To further incentivize our employees, we may adopt other equity incentive plans and
award additional equity incentives in the future. Issuance of Shares with respect to our equity
incentive plan may dilute the shareholding of our existing Shareholders and incur substantial
share-based compensations that could have a material and adverse impact on our results of
operations.
Fluctuations in exchange rates may adversely affect our results of operations.
We settle our payment to suppliers and receive payment from our customers primarily in
RMB, however, certain of our trade receivables and trade payables, as well as a portion of our cash
and cash equivalents and time deposits, are denominated in currencies other than RMB. As a result,
we are exposed to foreign exchange risks arising from fluctuations in exchange rates.
In addition, the value of RMB against the Hong Kong dollar, the U.S. dollar and other
currencies fluctuates, is subject to changes resulting from the PRC government’s policies and
depends to a large extent on domestic and international economic and political developments as
well as supply and demand in the local market. It is difficult to predict how market forces or
government policies may impact the exchange rate between the RMB and the Hong Kong dollar, the
U.S. dollar or other currencies in the future.
The proceeds from the Global Offering will be received in Hong Kong dollars and we expect
a substantial portion of which to be spent in RMB. As a result, any appreciation of the RMB against
the Hong Kong dollar may result in the decrease in the value of our proceeds from the Global
Offering. Conversely, any depreciation of the RMB against the Hong Kong dollars may adversely
affect the value of, and any dividends payable on, the Shares in foreign currency. In addition, there
are limited instruments available for us to reduce our foreign currency risk exposure at reasonable
costs. All of these factors could have a material and adverse impact on our business, results of
operations and financial condition.
We are exposed to risks related to inventory management and potential obsolescence.
We are exposed to risks related to inventory management and potential obsolescence. Our
inventory turnover days were 160 days, 146 days, and 106 days in 2023, 2024 and 2025,
respectively. While this trend has shown improvement, we operate in an industry which is
characterized by rapid technological advancements, evolving industry standards, and shifting
consumer preferences. Consequently, we face a significant risk of our products, particularly older
models or those with specific technological features, becoming obsolete. If we are unable to
accurately forecast demand or manage our inventory effectively, we may be left with excess or
obsolete inventory that we cannot sell at anticipated prices, or at all. Any requirement to sell
inventory at significant discounts or to make substantial write-downs for obsolete inventory would
increase our cost of revenue and could materially and adversely affect our gross profit margin,
financial condition, and results of operations. See also “— Significant inventory write-offs may
adversely affect our results of operations and financial positions.”
Significant inventory write-offs may adversely affect our results of operations and financial
positions.
In 2023, 2024 and 2025, we recorded inventory write-offs of RMB53.2 million, RMB25.3
million and RMB12.7 million. If the actual selling prices or market demand for our products are
lower than expected, or if we are unable to sell or utilize certain raw materials, work-in-progress
or finished goods, we may be required to make further write-offs of inventory. Any significant
inventory write-offs could increase our cost of sales, reduce our gross profit margin, and adversely
affect our results of operations and financial condition, which in turn could have a material adverse
effect on our business, financial condition and results of operations.
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We recorded net cash outflows from operating activities during the Track Record Period, and
we may continue to experience net operating cash outflows in the future.
As of December 31, 2023, 2024 and 2025, we recorded net cash outflows from operating
activities of RMB160.7 million, RMB235.6 million and RMB133.4 million respectively.
We have implemented various measures to improve our operating cash flows, including
adopting a distribution model and transitioning certain customer settlements to prepayment terms,
as well as enhancing our collection management, however, we cannot assure you that these
measures will be sufficient to eliminate future operating cash outflows. In addition, we are
optimizing our supply chain by partnering with leading domestic wafer foundries to lower
procurement costs and negotiate more favorable payment terms. If we are unable to improve our
cash conversion cycle, we may experience further pressure on our liquidity, which could adversely
affect our working capital, business operations and financial condition.
We may be subject to the risks associated with international trade policies, export controls and
economic sanctions, and geopolitical tension.
We operate within a global supply chain, and some of our suppliers are based outside of
Chinese mainland. As such, we face risks associated with international trade regulations and
geopolitical developments. Recent trade tensions, such as the ongoing U.S.-China trade dispute,
have led to high tariffs, export controls and other restrictive measures targeting high-technology
goods, semiconductors and electronics.
Regarding U.S. export controls, in October 2022, the U.S. Bureau of Industry and Security
(“BIS”) issued an interim final rule (the “ BIS October 2022 IFR” ) to limit China’s access to
advanced computing integrated circuits, supercomputers and advanced semiconductor
manufacturing. In October 2023, the BIS released another interim final rule (the “ BIS October
2023 IFR ”) that updated and expanded the restrictions from the BIS October 2022 IFR (together
with the BIS’s April 2024 interim final rule, the “ BIS 2022/23 IFRs” ). Among other measures, the
BIS 2022/23 IFRs added certain advanced and high-performance computing integrated circuits and
related computer commodities to the Commerce Control List, imposing new or expanded license
requirements for items subject to the U.S. Export Administration Regulations (“ EAR”) intended for
use in developing or producing supercomputers, advanced node integrated circuits and advanced
semiconductor manufacturing equipment in certain jurisdictions, including China. Most recently, in
December 2024, the BIS issued an interim final rule (the “ BIS December 2024 IFR ”) to further
limit China’s access to advanced computing integrated circuits and advanced semiconductor
manufacturing equipment.
In addition to the restrictions introduced above, the BIS also maintains lists of individuals and
entities subject to enhanced export control restrictions. One such list, the Entity List, includes
foreign persons on whom specific trade restrictions are imposed, such as businesses, research
institutions, government and private organizations, individuals, and other legal entities. In recent
years, the United States has added an increasing number of entities from different countries,
including several hundreds in China, to the Entity List and other restricted or prohibited parties’
lists. Due to the sudden and unpredictable nature of these decisions, it is challenging to foresee
developments in this area. The United States has recently strengthened export control and economic
sanctions on China and other countries, including adding certain entities or individuals onto Entity
List and other sanctions lists that limit their access to certain U.S.-origin goods, software, and
technologies, items that contain certain portions of U.S.-origin goods, software or technologies, and
foreign direct products of certain U.S.-origin software, technologies or equipment.
In May 2025, BIS also issued three guidance and policy documents to strength export controls
on overseas AI chips, including policy statement on advanced computing ICs and other commodities
to train AI models, industry guideline to prevent diversion of advanced computing ICs, and
guidance on the application of General Prohibition 10 to China’s advanced computing ICs.
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These policies have introduced uncertainties to global supply chains, limited access to critical
raw materials and components, and increased production and compliance costs for companies
operating in affected industries. For instance, restrictions on the export of specific technologies or
materials to certain regions could disrupt our ability to procure key inputs or supply solutions to
customers in affected markets, causing operational delays or interruptions. If these trade restrictions
or geopolitical tensions escalate, we may face additional risks such as strained customer
relationships and loss of market opportunities.
During the Track Record Period and up to the Latest Practicable Date, we have not
experienced any material adverse impact on our business, operations, cost structure or customer
relationships as a result of U.S. trade policies. Since the implementation of the U.S. export controls
and up to the Latest Practicable Date, we have not experienced any order cancellations from our
customers as a result of the U.S. export controls. More specifically, we have not been, and do not
expect to be materially and adversely affected by the U.S. tariff on Chinese-manufactured products
as currently enforced or announced as of the Latest Practicable Date, on the basis that we do not
make any direct exports to the United States. We maintain ongoing and proactive monitoring of
potential export control measures that may be imposed by the United States. Our Directors are of
the view, and the Joint Sponsors concur, that the Group has not been and is not expected to by
materially adversely affected by tariffs imposed by the U.S.. In addition, according to Frost &
Sullivan, panel manufacturers, who represent a primary customer type of the Group, normally does
not derive significant sales in the United States.
As a fabless IC design house, we use softwares subject to the EAR, including certain
electronic design automation (“ EDA”) softwares, such as Calibre (the EDA software developed by
Siemens). Our current contract ensures continued use of Calibre through 2027, which provides us
with sufficient time to implement alternative softwares if required. In addition, we believe that if
the existing software become unavailable due to restrictions, we would be able to adopt alternative
EDA software, as recognized substitutes are available in the market. As the U.S. continued to
impede China’s advanced semiconductor industry, several leading EDA software suppliers in the
U.S. stated that they received notices from BIS to cease supplying EDA software to China in May
2025. We understand that these developments introduced uncertainties to global supply chains,
limited access to key software and increased production and compliance costs for companies
operating in affected industries. If these trade restrictions or geopolitical tensions escalate, we may
face additional risks, including reduced access to key software, which could negatively impact our
design capabilities. In July 2025, those EDA software suppliers including the Siemens which
develops Calibre stated that they received notice from BIS rescinding the restrictions on EDA. As
of the Latest Practicable Date, we had not received any notice from our EDA software vendors
regarding suspension or termination of supply. To our knowledge, the recent export control
measures in the EDA sector targeting advanced semiconductor technologies in China do not affect
our continued use of the software we have already procured. We utilize EDA software primarily in
the design and development of ICs based on mature process nodes. In the event that any of our
existing softwares become unavailable due to export restrictions, we would be able to seek
alternative suppliers to support our design and R&D activities. If we are unable to continue using
Calibre, we may utilize other alternative EDA software solutions that are currently available in the
market, including Empyrean Argus.
In addition, to the best of our knowledge, during the Track Record Period and as of the Latest
Practicable Date, we have not sourced any other raw materials from the U.S. or of U. S.-origin other
than EDA software.
During the Track Record Period and as of the Latest Practicable Date, our internal policy and
systems may not be sufficient to ascertain whether our products involved any items subject to the
EAR. This is primarily because the relevant regulations, particularly the technical parameters and
scope under EAR are complex and subject to frequent changes. Our internal systems may not have
been fully sufficient to identify, on a real-time and granular basis, whether certain components,
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technologies or end-use scenarios related to our products or supply chain partners could be subject
to EAR restrictions. As such, we may inadvertently become subject to the restrictions mentioned
above, which in turn may have an adverse effect to our business, results of operations and financial
position.
Increased compliance costs and operational challenges arising from adhering to complex
export control regulations and sanctions could still strain our resources. Tariffs, quotas and local
content rules may further raise production costs that could be passed onto us by our suppliers,
impacting the profitability and competitiveness of our solutions.
We are exposed to risks associated with U.S. Executive Order 14105 and its implementing
regulations that prohibit and require notification by on U.S. persons for certain investments.
On October 28, 2024, the U.S. Department of the Treasury (“ Treasury ”) issued a final rule,
codified in the United States Code of Federal Regulations at 31 C.F.R. part 850, to implement the
Executive Order 14105 of August 9, 2023 (the “ Final Rule ”), which became effective on January
2, 2025. The Final Rule imposes investment prohibition and notification requirements on U.S.
persons for a wide range of investments in entities associated with China (including Hong Kong and
Macau) that are engaged in activities relating to three sectors: (i) semiconductors and
microelectronics, (ii) quantum information technologies, and (iii) artificial intelligence systems,
collectively defined as “Covered Foreign Persons.” U.S. persons subject to the Final Rule are
prohibited from making, or required to report, certain investments in Covered Foreign Persons,
which are defined as “Covered Transactions,” and include certain acquisitions of an equity interest,
certain debt financing, joint ventures, and certain investments as a limited partner in a non-U.S.
person pooled investment fund. The Final Rule contains exceptions for certain investments,
including those in publicly traded securities, except when the U.S. person investor secures rights
that go beyond standard minority shareholder protections. The Final Rule may introduce new
hurdles and uncertainties for cross-border collaborations, investments, and funding opportunities of
China-based issuers including us. On February 21, 2025, U.S. President issued a memo entitled the
“America First Investment Policy” (the “ America First Memo ”), indicating that Executive Order
14105 is under review and the Trump Administration will consider new or expanded restrictions,
such as broadening the sectors.
Our Directors are of the view that we are deemed to be a covered foreign person engaged in
one of the “covered activities” (each as defined in the Final Rule) as we design integrated circuits
as described in the definition of “notifiable transactions” in 31 C.F.R. §850.217. We are not directly
or indirectly engaged in any “covered activities” as described in the definition of “prohibited
transactions” (each as defined in the Final Rule) as we do not design, fabricate or package any
integrated circuit described in 31 C.F.R. §850.224(c), (d) or (e) and activities described in the other
sections of 31 C.F.R. §850.224. Our current product portfolio primarily consists of DDICs for
consumer electronics, which are not designed for advanced computing purposes and do not meet the
high-performance thresholds specified in 31 C.F.R. §850.224. In addition, we do not possess, and
have not invested in, fabrication, packaging or advanced semiconductor manufacturing capabilities.
However, there is no assurance that the Treasury will take the same view as ours. U.S. persons
engaged in a “covered transaction” (as defined under the Final Rule) that involves the acquisition
of our equity interests (including the subscription of our H Shares in the Global Offering may need
to make a notification to Treasury pursuant to the Final Rule, which could limit our ability to raise
capital or contingent equity capital from U.S. investors. In addition, even though U.S. persons’
investment of certain publicly traded securities (such as purchasing our H Share in the open market)
falls under an exception in the Final Rule could still limit our ability to raise capital or contingent
equity capital from U.S. investors after this Global Offering given that the relevant laws, regulations
and policies continue to evolve. The application and implication of the Final Rule, the America First
Memo and any related policies, laws and regulations are complex, which may be changed and
updated from time to time. Future changes in the Final Rule, the America First Memo and any
related policies, laws and regulations or their interpretations, or any similar or more expansive
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restrictions imposed by the U.S. or other jurisdictions, may result in additional costs on our business
and/or limit our ability to raise capital or contingent equity capital from U.S. investors and other
sources that may otherwise be beneficial to us, which could adversely affect our performance,
financial condition and prospects.
RISKS RELATING TO THE JURISDICTION IN WHICH WE OPERATE
Changes in economic, political and social conditions could have a material and adverse impact
on our future prospects, business, results of operations and financial condition.
All our revenue is derived from our businesses in Chinese mainland, Hong Kong and Taiwan,
China during the Track Record Period. Accordingly, our future prospects, business, results of
operations, and financial condition are, to a material extent, subject to economic, political and legal
developments in the PRC. If the macroeconomic condition in China experiences significant adverse
changes, demand for our products and our ability to maintain our operations may suffer, which
could consequently lead to a material and adverse impact on our business, results of operations and
financial condition. Moreover, if foreign governments implement laws or regulations restricting
investment in Chinese entities and we are deemed to be subject to such restrictions, the investment
and transactions in our Shares, our business prospects, results of operations, financial conditions
and future capital raising may be adversely affected.
China’s economy has experienced significant growth over the past decades. In recent years,
the PRC government has implemented measures emphasizing the utilization of market forces in
economic reform and the establishment of sound corporate governance practices in business
enterprises. These economic reform measures may be adaptively adjusted from industry to industry
or across different regions of the country. Changes in China’s business environment could have a
material and adverse impact on our business, results of operations and financial condition.
It may be complex to effect service of process upon us or our management or to enforce against
them or us any judgments obtained from foreign courts.
We are a company incorporated under the PRC laws and a majority of our assets are located
in Chinese mainland. In addition, most of our Directors and senior management reside in Chinese
mainland. As a result, it may be complex for investors to effect service of process outside of
Chinese mainland upon us, our Directors or senior management or to enforce judgments obtained
against us in courts outside Chinese mainland. A judgment of a court of another jurisdiction may
be reciprocally recognized or enforced in Chinese mainland only if the jurisdiction has a treaty with
Chinese mainland or if the jurisdiction has been otherwise deemed by the courts of Chinese
mainland to satisfy the requirements for reciprocal recognition, subject to the satisfaction of other
requirements. However, Chinese mainland is not a party to treaties providing for the reciprocal
enforcement of judgments of courts with certain foreign countries such as the United States, and
enforcement in Chinese mainland of judgments of a court in these jurisdictions may consequently
be difficult, as the case in many other jurisdictions. Under the Arrangement on Mutual Recognition
and Enforcement of Judgments in Civil and Commercial Matters by Courts of Mainland and of the
Hong Kong Special Administrative Region Pursuant to Agreed Jurisdiction by Parties Concerned
(τર)
(the “Arrangement”), where any designated PRC court or any designated Hong Kong court has
made an enforceable final judgment requiring payment of money in a civil or commercial case
pursuant to a choice of court agreement in writing, any party concerned may apply to the relevant
PRC court or Hong Kong court for recognition and enforcement of the judgment.
On January 14, 2019, the Supreme People’s Court and the Department of Justice under the
Government of the Hong Kong Special Administrative Region 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 (ಥत
τર) (the “2019 Arrangement”), which became
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effective on January 29, 2024. The 2019 Arrangement regulates, among others, the scope and
particulars of judgments, the procedures and methods of the application for recognition or
enforcement, the review of the jurisdiction of the court that issued the original judgment, the
circumstances where the recognition and enforcement of a judgment shall be refused, and the
approaches towards remedies for the reciprocal recognition and enforcement of judgments in civil
and commercial matters between the courts in Chinese mainland and those in Hong Kong. However,
the Arrangement will remain applicable to a “choice of court agreement in writing” within the
meaning of the Arrangement which is made before the effective date of 2019 Arrangement.
We may be subject to additional regulatory requirements under new laws and regulations on
overseas offerings and listings issued by PRC government authorities.
On July 6, 2021, the relevant PRC government authorities issued the Opinions on Strictly
Cracking Down Illegal Securities Activities in Accordance with the Law (੽ᘌ͂ᏘᗇՎ
จԈ). These opinions emphasized the need to strengthen the administration over
illegal securities activities and the supervision on overseas listings by China-based companies and
proposed to take effective measures, such as promoting the construction of relevant regulatory
systems to deal with the risks and incidents faced by China-based overseas-listed companies. See
“Regulatory Overview — Regulations Related to Overseas Securities Offering and Listing and Full
Circulation” for details.
On February 24, 2023, the CSRC, the MOF, the National Administration of State Secrets
Protection of China, and the National Archives Administration of China published the Provisions
on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and
Listing by Domestic Companies (၍ଣʈ
) (the “Archives Rules”), which came into effect on March 31, 2023. The Archives Rules
require that, in relation to the overseas securities offering and listing activities of domestic
enterprises, either in direct or indirect form, such domestic enterprises, as well as securities
companies and securities service institutions providing relevant securities services, are required to
strictly comply with 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. The interpretation and implementation of
the Archives Rules may evolve, failure to comply with which may materially affect our business,
results of operations or financial conditions.
We may be subject to the approval, filing or other requirements of the CSRC or other PRC
governmental authorities in connection with future capital raising activities.
We cannot assure you that any new rules or regulations promulgated in the future will not
impose additional requirements or restrictions on us or our financing activities. In the event that
approval from or filing with the CSRC or other regulatory authorities or other procedures are
required in the future, we may be subject to uncertainties as to whether and when such approval,
filing or procedures can be completed, and may fail to obtain such approval, perform such filing
procedures or meet such other requirements in a timely manner or at all. We may face sanctions by
the CSRC or other PRC regulatory authorities for failure to seek CSRC approval or other
government authorization, or perform filing procedures, for our future financing activities, and
these regulatory authorities may impose fines and penalties on us, limit our operating activities in
the PRC, limit our ability to pay dividends outside the PRC, delay or restrict the repatriation of the
proceeds from such future financing activities into the PRC or take other actions to restrict our
financing activities, which could have a material and adverse effect on our financial conditions and
business prospects.
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We are subject to the currency exchange regulatory system.
The conversion of Renminbi is subject to applicable laws and regulations in the PRC. It cannot
be guaranteed that under a certain exchange rate, we will have sufficient foreign exchange to meet
our foreign exchange requirements. Under the current PRC foreign exchange regulatory system,
foreign exchange transactions under the current account conducted by us, including the payment of
dividends, do not require advance approval from the SAFE, but we are required to present
documentary evidence of such transactions and conduct such transactions at designated foreign
exchange banks within China that have the licenses to carry out foreign exchange business.
Under existing foreign exchange regulations, following the completion of the Global Offering,
we will be able to pay dividends in foreign currencies without prior approval from the SAFE by
complying with certain procedural requirements. However, there is no assurance that these foreign
exchange policies regarding payment of dividends in foreign currencies will continue in the future.
In addition, any insufficiency of foreign exchange may restrict our ability to pay dividend to
shareholders or to satisfy any other foreign exchange requirements, capitalize our capital
expenditure plans, and even our results of operations, financial performance and business prospects
may be affected.
The preferential tax treatments granted by the PRC government may become unavailable.
The Company and our PRC subsidiaries are subject to the PRC corporate income tax at a
standard rate of 25% on their taxable income, but one of our subsidiaries was accredited as “High
and New Technology Enterprises” and was entitled to a preferential income tax rate of 15% during
the Track Record Period. We cannot assure you that the PRC policies on preferential tax treatments
will not change or that the current preferential tax treatments we enjoy or will be entitled to enjoy
will not be canceled. Moreover, we cannot assure you that the Company and our PRC subsidiaries
will be able to renew the same preferential tax treatments upon expiration. If any such change,
cancellation or discontinuation of preferential tax treatment occurs, the relevant PRC subsidiary
will be subject to the PRC enterprise income tax, at a rate of 25% on taxable income. As a result,
the increase in our tax charge could lead to a material and adverse impact on our results of
operations and financial condition.
Failure to comply with the PRC Social Insurance Law and the Regulation on the
Administration of Housing Provident Funds or other PRC labor related regulations may
subject us to fines and other legal or administrative sanctions.
Companies operating in the PRC have to participate in various employee benefit plans
required by the government, including certain social insurance, housing provident funds and other
welfare-oriented payment obligations. The requirement and implementation of employee benefit
plans may vary considering the different levels of economic development in different locations in
the PRC, and the relevant government authorities may examine whether an employer has made
adequate payments of the requisite employee benefit payments, employers who fail to make
adequate payments as required may be subject to late payment fees, fines and/or other penalties.
There is no assurance that our historical and current practice will at all times be deemed in full
compliance with relevant laws and regulations by government authorities. In the event of any such
non-compliance, we may be required to pay any shortfall in social insurance contributions within
a prescribed time period and to pay penalties if we fail to do so.
During the Track Record Period, we have fully complied with the relevant PRC laws and
regulations by making the required contributions to social insurance and housing provident funds
for all of our employees. We have ensured that the contributions are made in accordance with the
applicable laws and regulations, and have taken the necessary measures to ensure full compliance.
As of the Latest Practicable Date, no competent governmental authorities had imposed
administrative action, fine or penalty to us nor had any competent governmental authorities required
us to settle the outstanding amount of social insurance payments and housing provident fund
RISK FACTORS
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contributions. Although we are currently fully compliant with all applicable laws and regulations,
we cannot assure you that we will not face any challenges or regulatory changes in the future that
may impact our compliance. Our business, reputation and results of operations may be adversely
affected.
During the Track Record Period, we engaged a third party human resources agency to arrange
the payment of social insurance contributions and housing provident funds for some of our
employees, all of which were paid in full. If the relevant local competent government authority is
of the view that this third party agency arrangement does not satisfy the requirements under the
relevant PRC laws and regulations, we may be deemed to have violated applicable regulations by
the relevant authorities and be subject to corresponding fine. The PRC Legal Advisor has further
advised us that the risk of us being imposed of fine is relatively remote provided that we complete
the rectification in a timely manner. Therefore, we believe that such arrangement will not materially
affect our business, results of operations or financial condition.
In addition, as the interpretation and implementation of the Labor Contract Law, the Social
Insurance Law and other labor related regulations are evolving, we cannot assure you that our
employment practice do not and will not violate labor-related laws and regulations in the PRC,
which may subject us to labor disputes or government investigations, we cannot assure that such
risks we may be exposed to will not adversely affect our reputation, business, results of operations
and financial condition or otherwise divert our resources in handling any lawsuits, legal
proceedings or complaints.
We have not completed registration procedures for some of our leased properties, and we have
not received valid title certificates for some of our leased properties.
As of the Latest Practicable Date, two of our leased properties in Chinese mainland that are
used for office purposes had not completed lease registration filings. The primary reason is that the
respective lessors have not yet obtained the property ownership certificates, and have issued written
confirmations to us stating that such circumstances would not affect our rights to lease and use the
properties.
According to our PRC Legal Advisors, the failure to complete lease registration may, under
certain circumstances, lead to administrative fines ranging from RMB1,000 to RMB10,000 per lease
contract. As of the Latest Practicable Date, we have not been aware of any notice or allegation of
penalty from PRC government authorities for our failure on the registration of these properties. In
addition, even if any lease were to be affected due to ownership or registration issues, we would
be able to secure alternative premises within a reasonable period, and our operations would not be
materially and adversely affected.
Furthermore, with respect to our leased properties with a gross floor area of approximately
1,249 sq.m., the owners are yet to provide valid title certificates or other ownership documents. We
use these properties as our offices. The respective lessors have provided confirmations on their
ownership status and their authority to lease the premises to us. Any dispute or claim in relation to
these properties, including lessors’ alleged unauthorized leasing of these properties, could force us
to relocate our offices. If any of our leases are terminated or become unenforceable as a result of
challenges from third parties, we would need to seek alternative properties and incur relocation
costs.
As of the Latest Practicable Date, the lease registration filings for our other leased properties
had been completed in accordance with applicable requirements. We will continue to enhance our
internal control procedures over lease compliance matters to ensure that the leasing and use of our
properties will not have a material adverse impact on our business operations.
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RISKS RELATING TO THE GLOBAL OFFERING
There has been no prior public market for our H Shares.
Prior to the completion of the Global Offering, there has been no public market for our H
Shares. There can be no guarantee that an active trading market for our H Shares will develop or
be sustained after the completion of the Global Offering. The Offer Price is the result of
negotiations between our Company and the Sponsor-Overall Coordinators (for themselves and on
behalf of the Underwriters), which may not be indicative of the price at which our Shares will be
traded following the completion of the Global Offering. The market price of our H Shares may drop
below the Offer Price at any time after completion of the Global Offering.
The trading volume and market price of our H Shares may be volatile, which may result in
substantial losses for investors subscribing for or purchasing our H Shares pursuant to the
Global Offering.
The trading price of our H Shares may be volatile and could fluctuate widely in response to
factors beyond our control. In particular, the performance and fluctuation of the market prices of
other companies with business operations located mainly in Chinese mainland that have listed their
securities in Hong Kong may affect the volatility in the price of and trading volumes for our H
Shares. The trading performances of the securities of these companies at the time of or after their
offerings may affect the overall investor sentiment toward Chinese mainland based companies listed
in Hong Kong and consequently may impact the trading performance of our Shares. These factors
may significantly affect the market price and volatility of our Shares, regardless of our actual
operating performance.
Future sales or perceived sales of substantial amounts of our Shares in the public market could
negatively affect the price of our Shares and our ability to raise additional capital in the
future.
The market price of our H Shares could decline as a result of future sales of a substantial
number of our Shares or other securities relating to our H Shares in the public market, the issuance
of new shares or other securities, or the perception that such sales or issuances may occur. Future
sales, or perceived sales, of substantial amounts of our securities, including any future offerings,
could also materially and adversely affect our ability to raise capital at a specific time and on terms
favorable to us. Equity-linked securities issued by us may also confer rights and privileges that take
priority over those conferred by the Shares.
Y ou will incur immediate and significant dilution and may face further dilution if we issue
additional Shares in the future.
The Offer Price is higher than the net tangible asset value per Share immediately prior to the
Global Offering. Therefore, purchasers of the Offer Shares in the Global Offering will experience
an immediate dilution in pro forma consolidated net tangible asset value. To expand our business,
we may consider offering and issuing additional Shares in the future. Purchasers of the Offer Shares
may experience dilution in the net tangible asset value per Share of their Shares if we issue
additional Shares in the future at a price that is lower than the net tangible asset value per Share
at that time.
Dr. Gu has significant influence over us and his interests may not always be aligned with the
interest of our other Shareholders.
Upon the completion of the Global Offering (assuming that the Over-allotment Option is not
exercised), Dr. Gu, our chairman and executive Director, will be interested in and control an
aggregate of approximately 16.99% of our enlarged issued share capital. Dr. Gu will, through his
voting power at the Shareholders’ meetings and his position on the Board, have significant influence
RISK FACTORS
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over our business and affairs, including decisions in respect of mergers or other business
combinations, acquisition or disposition of assets, issuance of additional H Shares or other equity
securities, timing and amount of dividend payments, and our management. Dr. Gu may not act in
the best interests of our minority Shareholders.
We have significant discretion as to how we will use the net proceeds of the Global Offering,
and you may not necessarily agree with how we use them.
Our management may spend the net proceeds from the Global Offering in ways you may not
agree with or that do not yield a favorable return to our shareholders. We plan to use the net
proceeds from the Global Offering to, among other things, invest in the research and development
of new products. See “Future Plans and Use of Proceeds” for further details. However, our
management will have discretion as to the actual application of our net proceeds. Y ou are entrusting
your funds to our management, whose judgment you must depend on, for the specific uses we will
make of the net proceeds from this Global Offering.
There can be no assurance that we will declare and distribute any amount of dividend in the
future.
No dividend has been paid or declared by our Company during the Track Record Period.
Under the applicable PRC laws, the payment of dividends may be subject to certain limitations. The
calculation of our profit under applicable accounting standards differs in certain respects from the
calculation under IFRS. As a result, we may not be able to pay a dividend in a given year even if
we were profitable as determined under IFRS. Our Board may declare dividends in the future after
taking into account our results of operations, financial condition, cash requirements and availability
and other factors as it may deem relevant at such time. Any declaration and payment as well as the
amount of dividends will be subject to our constitutional documents and the PRC laws and
regulations and requires approval at our shareholders’ meeting. No dividend shall be declared or
payable except out of our profits and reserves lawfully available for distribution.
The dividends payable to investors and gains on the sale of our H Shares by our investors are
subject to PRC tax.
Under applicable PRC tax laws, regulations and statutory documents, non-PRC resident
individuals and enterprises are subject to different tax obligations with respect to dividends received
from us or gains realized upon the sale or other disposition of our H Shares. Non-PRC individuals
are generally subject to PRC individual income tax under the IIT Law () with
respect to PRC source income or gains at a rate of 20% unless specifically exempted by the tax
authority of the State Council or reduced or eliminated by an applicable tax treaty. We are required
to withhold related tax from dividend payments. However, pursuant to applicable regulations, the
income gained by individual foreigners from dividends and bonuses of enterprise with foreign
investment are exempted from individual income tax for the time being. There is uncertainty as to
whether gains realized upon disposition of H shares by non-PRC individuals are subject to PRC
individual income tax.
Non-PRC resident enterprises that do not have establishments or premises in the PRC, or that
have establishments or premises in the PRC but their income is not related to such establishments
or premises are subject to PRC EIT at the rate of 10% on dividends received from PRC companies
and gains realized upon disposition of equity interests in the PRC companies pursuant to the EIT
Law and other applicable PRC tax regulations and statutory documents, which may be reduced or
eliminated under special arrangements or applicable treaties between the PRC and the jurisdiction
where the non-resident enterprise resides.
Pursuant to applicable regulations, we intend to withhold tax at a rate of 10% from dividends
paid to non-PRC resident enterprise holders of our H Shares (including HKSCC Nominees).
Non-PRC resident enterprises that are entitled to be taxed at a reduced rate under an applicable
RISK FACTORS
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income tax treaty will be required to apply to the PRC tax authorities for a refund of any amount
withheld in excess of the applicable treaty rate, and payment of such refund will be subject to the
PRC tax authorities’ verification. As of the Latest Practicable Date, there were no specific rules on
how to levy tax on gains realized by non-resident enterprise holders of H shares through the sale
or transfer by other means of H shares.
There remains uncertainty as to the interpretation and application of the relevant PRC tax laws
by the PRC tax authorities, including whether and how individual income tax or EIT on gains
derived by holders of our H Shares from their disposition of our H Shares may be collected. If any
such tax is collected, the value of our H Shares may be materially and adversely affected.
Certain statistics contained in this Prospectus are derived from publicly available official
sources.
This Prospectus, particularly the section headed “Industry Overview,” contains information
and statistics relating to the DDIC industry in China and internationally. Such information and
statistics have been derived from various official governments and other publications. We believe
that the sources of such information are appropriate, and we have taken reasonable care in
extracting and reproducing such information. We have no reason to believe that such information
is false or misleading in any material respect or that any fact has been omitted that would render
such information false or misleading in any material respect. The information and statistics from
official government sources have not been independently verified by the Company, the Joint
Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of our or their
respective Directors, executive officers or representatives or any other person involved in the
Global Offering and no representation is given as to their accuracy. Y ou should therefore not place
undue reliance on such information. In addition, we cannot assure you that such information is
stated or compiled on the same basis or with the same degree of accuracy as or consistent with
similar statistics presented elsewhere, and such information may not be complete or up-to-date. In
any event, you should consider carefully the importance placed on such information or statistics.
Y ou should read the entire Prospectus carefully and should not rely on any information
contained in press articles or other media regarding us and the Global Offering.
There have been, prior to the publication of this Prospectus, and there may be, subsequent to
the date of this Prospectus but prior to the completion of the Global Offering, press and media
coverage regarding us, our business, our industry and the Global Offering. Such press and media
coverage may include references to certain information that does not appear in this Prospectus,
including certain operating and financial information and projections, valuations and other
information. None of us, the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Underwriters or any other person involved in the Global Offering has authorized the disclosure of
any such information in the press or media coverage, or accepts any responsibility for any such
press or media coverage or the accuracy or completeness of any such information or publication.
Accordingly, prospective investors should not rely on any such information or publication in
making their decision whether to invest in our H Shares. Prospective investors are reminded that,
in making their investment decisions as to whether to purchase our Shares, they should rely only
on the financial, operational, and other information included in this Prospectus. By applying to
purchase our H Shares in the Global Offering, you will be deemed to have agreed that you will not
rely on any information other than that contained in this Prospectus.
RISK FACTORS
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In preparation of the Global Offering, the Company has sought the following waiver from
strict compliance with the relevant provisions of and consent under the Listing Rules.
W AIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG
Rule 8.12 of the Hong Kong Listing Rules provides that a new applicant for listing on the
Stock Exchange must have a sufficient management presence in Hong Kong and, under normal
circumstances, at least two of the new applicant’s executive directors must be ordinarily resident in
Hong Kong. Rule 19A.15 of the Listing Rules further provides that the requirement in Rule 8.12
of the Hong Kong Listing Rules may be waived by having regard to, among other considerations,
the Company’s arrangements for maintaining regular communication with the Stock Exchange.
The Company’s headquarters are based, and most of the business operations of the Group, are
managed and conducted in the PRC. The executive Directors ordinarily reside in the PRC, as the
Board believes it would be more effective and efficient for the executive Directors to be based in
a location where the Group’s substantial operations are located. As such, the Company does not and,
in the foreseeable future, will not be able to comply with the requirements of Rule 8.12 of the
Listing Rules for sufficient management presence in Hong Kong.
Accordingly, pursuant to Rule 19A.15 of the Listing Rules, the Company has applied to the
Stock Exchange for, and the Stock Exchange has granted, a waiver from strict compliance with the
requirements under Rule 8.12 of the Listing Rules, provided that the Company implements the
following arrangements:
(i) the Company has appointed Dr. Gu Jing and Ms. Chu Cheuk Ting as the authorized
representatives of the Company (the “ Authorized Representatives ”) for the purpose of
Rule 3.05 of the Listing Rules. The Authorized Representatives will act as the
Company’s principal channel of communication with the Stock Exchange. They can be
readily contactable by phone and email to deal promptly with enquiries from the Stock
Exchange and will also be available to meet with the Stock Exchange to discuss any
matters on short notice. The contact details of the Authorized Representatives have been
provided to the Stock Exchange;
(ii) all the Directors who are not ordinarily resident 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. In addition, each Director has provided his/her contact details,
including office phone numbers, mobile phone numbers, email addresses and fax
numbers (if any), to the Authorized Representatives and to the Stock Exchange, so that
each of the Authorized Representatives and the Stock Exchange would be able to contact
all the Directors (including the independent non-executive Directors) promptly at all
times as and when the Stock Exchange wishes to contact the Directors on any matters;
(iii) the Company has appointed Gram Capital Limited as its Compliance Advisor for the
period commencing on the Listing Date and ending on the date on which the Company
complies with Rule 13.46 of the Listing Rules in respect of the Company’s financial
results for the first full financial year commencing after the Listing Date, or until the
agreement is terminated, whichever is earlier. The Compliance Advisor will act as the
Company’s additional channel of communication with the Stock Exchange, and its
representatives will be readily available to answer enquiries from the Stock Exchange;
and
(iv) the Company has appointed designated staff members as the responsible communication
officers at the Company’s headquarters to oversee regular communication with the
Authorized Representatives and the Company’s professional advisors in Hong Kong,
including its legal advisors and the Compliance Advisor, keep abreast of any
correspondence and/or inquiries from the Stock Exchange and report to the executive
Directors, streamlining communication between the Stock Exchange and the Company
following the Listing.
W AIVER AND CONSENT
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CONSENT UNDER PARAGRAPH 1C(2) OF APPENDIX F1 TO THE LISTING RULES IN
RESPECT OF SUBSCRIPTION OF OFFER SHARES BY A CLOSE ASSOCIATE OF AN
EXISTING SHAREHOLDER AS A CORNERSTONE INVESTOR
Rule 10.04 of the Listing Rules provides that a person who is an existing shareholder of the
issuer may only subscribe for or purchase any securities for which listing is sought which are being
marketed by or on behalf of a new applicant either in his or its own name or through nominees if
the conditions set out in Rules 10.03(1) and (2) of the Listing Rules are fulfilled. Paragraph 1C(2)
of Appendix F1 to the Listing Rules provides, inter alia, that no allocations will be permitted to
applicant’s existing shareholders or their close associates, whether in their own names or through
nominees unless the conditions set out in Rules 10.03 and 10.04 are fulfilled, without the prior
written consent of the Hong Kong Stock Exchange. Chapter 4.15 of the Guide for New Listing
Applicants provides that the Stock Exchange will consider giving consent and granting waiver from
Rule 10.04 of the Listing Rules to an applicant’s existing shareholders or their close associates to
participate in an initial public offering if any actual or perceived preferential treatment arising from
their ability to influence the applicant during the allocation process can be addressed. As further
described in the section headed “Cornerstone Investments” in this Prospectus, Digital Vista GD
Investment LP (“ Digital Vista ”), for the purpose of the Cornerstone Placing, who is considered to
be a close associate of an existing Shareholder holding less than 5% voting rights of the Company,
which is ultimately controlled by the People’s Government of Guangdong Province (݁
ִi.e., Guangdong Province Semiconductor and Integrated Circuit Industry Investment Fund
Partnership (L.P .) (ΥྫΆุ(Υྫ)) (“ Semiconductor
and IC Fund ”), has entered into a cornerstone investment agreement with the Company, the Joint
Sponsors, the Sponsor-Overall Coordinators and the Overall Coordinators, pursuant to which
Digital Vista has agreed to participate as a cornerstone investor in the Global Offering to subscribe
for the Offer Shares to be issued by the Company under the International Offering. We have applied
for a consent under paragraph 1C(2) of Appendix F1 to the Listing Rules, to permit Digital Vista
to participate as a cornerstone investor in the Global Offering to subscribe for the Offer Shares to
be issued by the Company under the International Offering. The Hong Kong Stock Exchange has
agreed to grant the requested waiver and consent subject to the conditions that:
(a) Semiconductor and IC Fund holds less than 5% of the Company’s total voting rights
before the Listing;
(b) Semiconductor and IC Fund is not a core connected person of the Company or its close
associate;
(c) Semiconductor and IC Fund does not have any power to appoint Directors or any other
special rights in the Company which may influence the allocation process;
(d) the allocation to the Digital Vista will not affect the Company’s ability to satisfy its
public float requirement under Rule 19A.13A and free float requirement under Rule
19A.13C of the Listing Rules;
(e) the Company and the Overall Coordinators confirmed to the Stock Exchange in writing
that no preferential treatment has been, or will be, given to Digital Vista as a cornerstone
investor by virtue of its relationship with the Company in any allocation in the placing
tranche, other than the preferential treatment of assured entitlement for a cornerstone
investor following the principles set out in Chapter 4.15 of the Guide;
(f) the Company confirms that the cornerstone investment agreement does not contain any
material term which is more favorable to Digital Vista than that in the other cornerstone
investment agreement; and
W AIVER AND CONSENT
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(g) the Joint Sponsors confirm to the Stock Exchange in writing that based on (i) their
discussions with the Company and the Overall Coordinators; and (ii) the confirmations
provided to the Stock Exchange by the Company and the Overall Coordinators, and to
the best of their knowledge and belief, no preferential treatment has been, nor will be,
given to Digital Vista as a cornerstone investor by virtue of its relationship with the
Company in any allocation in the placing tranche, other than the preferential treatment
of assured entitlement for a cornerstone investor following the principles set out in
Chapter 4.15 of the Guide, and details of the allocation will be disclosed in the
Company’s prospectus and/or allotment results announcement.
For further information about the relevant cornerstone investment, please refer to the section
headed “Cornerstone Investments” in this Prospectus.
W AIVER AND CONSENT
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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This Prospectus, for which our Directors (including any proposed director who is named as
such in this Prospectus) collectively and individually accept full responsibility, includes particulars
given in compliance with the Listing Rules, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance and the Securities and Futures (Stock Market Listing) Rules (Chapter 571V
of the Laws of Hong Kong) for the purpose of giving information to the public with regard to the
Group. Our Directors, having made all reasonable enquiries, confirm that to the best of their
knowledge and belief the information contained in this Prospectus is accurate and complete in all
material respects and not misleading or deceptive, and there are no other matters the omission of
which would make any statement herein or this Prospectus misleading.
CSRC FILING
The CSRC issued notice of filing on March 23, 2026 for the Global Offering and for the
submission of the application to list our H Shares on the Hong Kong Stock Exchange. In granting
its notice of filing, the CSRC accepts no responsibility for our financial soundness, nor for the
accuracy of any of the statements made or opinions expressed in this Prospectus.
INFORMATION ON THE GLOBAL OFFERING
This Prospectus is published solely in connection with the Hong Kong Public Offering. For
applications under the Hong Kong Public Offering, this Prospectus contains the terms and
conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong
Public Offering of initially 5,286,000 Offer Shares and the International Offering of initially
47,573,200 Offer Shares (subject, in each, to reallocation on the basis as set out in “Structure of the
Global Offering” in this Prospectus).
The Offer Shares are offered solely on the basis of the information contained and
representations made in this Prospectus and on the terms and subject to the conditions set out herein
and therein. No person is authorized to give any information in connection with the Global Offering
or to make any representation not contained in this Prospectus, and any information or
representation not contained herein must not be relied upon as having been authorized by the
Company, the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint
Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries, the Underwriters, any of our or their affiliates or any of their respective directors,
officers, employees, advisers, agents or representatives, or any other persons or parties involved in
the Global Offering. Neither the delivery of this Prospectus nor any subscription or acquisition
made under it shall, under any circumstances, create any implication that there has been no change
in our affairs since the date of this Prospectus or that the information in this Prospectus is correct
as of any subsequent time.
For details of the structure of the Global Offering, including its conditions and the
arrangements relating to the Over-allotment Option and stabilization, see “Structure of the Global
Offering.”
PROCEDURE FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedure for applying for the Hong Kong Offer Shares is set forth in “How to Apply for
Hong Kong Offer Shares” in this Prospectus.
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will
be required to, or be deemed by his/her acquisition of Hong Kong Offer Shares to, confirm that
he/she is aware of the restrictions on the offer and sale of the Hong Kong Offer Shares described
in this Prospectus.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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No action has been taken to permit a public offering of the Offer Shares outside Hong Kong
or the distribution of this Prospectus in any jurisdiction other than Hong Kong. Accordingly, and
without limitation to the following, this Prospectus may not be used for the purpose of, and does
not constitute, an offer or invitation in any jurisdiction or in any circumstances in which such an
offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer
or invitation for subscription. The distribution of this Prospectus and the offering and sale of the
Offer Shares in other jurisdictions are subject to restrictions and may not be made except as
permitted under the applicable securities laws of such jurisdictions pursuant to registration with or
authorization by the relevant securities regulatory authorities or an exemption therefrom. In
particular, the Offer Shares have not been offered and sold, and will not be offered and sold, directly
or indirectly, in the PRC or the United States.
UNDERWRITING
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the
Sponsor-Overall Coordinators. The Hong Kong Public Offering is fully underwritten by the Hong
Kong Underwriters subject to the terms and conditions of the Hong Kong Underwriting Agreement.
The International Offering is expected to be fully underwritten by the International Underwriters,
subject to the agreement on the Offer Price between the Sponsor-Overall Coordinators (for
themselves and on behalf of the Underwriters) and us. For further details on the Underwriters and
the underwriting arrangements, please refer to the section headed “Underwriting” in this
Prospectus.
APPLICATION FOR LISTING OF THE H SHARES ON THE HONG KONG STOCK
EXCHANGE
We have applied to the Stock Exchange for the granting of listing of, and permission to deal
in, our H Shares to be issued pursuant to the Global Offering (including any H Shares which may
be issued pursuant to the exercise of the Over-allotment Option) and the H Shares to be converted
from Unlisted Shares. Dealings in the H Shares on the Hong Kong Stock Exchange are expected to
commence on Wednesday, May 27, 2026. No part of our H Shares is listed on or dealt in on any
other stock exchange, and no such listing or permission to list is being or proposed to be sought as
of the Latest Practicable Date.
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 the Company by or
on behalf of the Hong Kong Stock Exchange.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of listing of, and permission to deal in, the H Shares on the Hong Kong
Stock Exchange and our compliance with the stock admission requirements of HKSCC, the H
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the date of commencement of dealings in the H Shares on the Hong Kong
Stock Exchange or any other date as determined by HKSCC. Settlement of transactions between
participants of the Hong Kong Stock Exchange is required to take place in CCASS on the second
settlement day after any trading day. All activities under CCASS are subject to the General Rules
of HKSCC and the HKSCC Operational Procedures in effect from time to time. All necessary
arrangements have been made for the H Shares to be admitted in to CCASS. Investors should seek
the advice of their stockbroker or other professional advisers for the details of the settlement
arrangements as such arrangements may affect their rights and interests.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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REGISTER OF MEMBERS AND STAMP DUTY
All of the H Shares issued pursuant to applications made in the Global Offering will be
registered on our H Share register of members to be maintained in Hong Kong by our H Share
Registrar, Computershare Hong Kong Investor Services Limited. Our principal register of members
will be maintained by us at our headquarters in the PRC.
Dealings in the H Shares registered in our H Share register of members will be subject to Hong
Kong stamp duty.
Unless determined otherwise by the Company, dividends payable in Hong Kong dollars in
respect of our H Shares will be paid to the Shareholders as recorded on the H Share register of the
Company in Hong Kong and sent by ordinary post, at the Shareholders’ risk, to the registered
address of each Shareholder.
PROFESSIONAL TAX ADVICE RECOMMENDED
Y ou should consult your professional advisers if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding, disposal of, dealing in or the exercise of any
rights in relation to our H Shares. None of the Company, the Joint Sponsors, the Sponsor-Overall
Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Lead Managers, the
Joint Bookrunners, the Capital Market Intermediaries, the Underwriters, any of our or their
affiliates or any of their respective directors, officers, employees, advisers, agents or
representatives, or any other persons or parties involved in the Global Offering accepts
responsibility for any tax effects on, or liabilities of, any person resulting from the subscription,
purchase, holding, disposal of, dealing in, or the exercise of any rights in relation to, our H Shares.
LANGUAGE
If there is any inconsistency between this Prospectus and its Chinese translation, this
Prospectus shall prevail. For ease of reference, the names of the Chinese laws and regulations,
government authorities, institutions, natural persons or other entities (including certain of our
subsidiaries) have been included in this Prospectus in both the Chinese and English languages, the
Chinese version of these names shall prevail in the event of any inconsistency.
ROUNDING
Certain amounts and percentage figures, such as share ownership and operating data, included
in this Prospectus may have been subject to rounding adjustments. Accordingly, figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures preceding them.
CURRENCY TRANSLATIONS
Solely for your convenience, this Prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars.
Unless otherwise specified, this Prospectus contains certain translations for the convenience
purposes at the following rates: (i) the translations between Renminbi and U.S. dollars were made
at the rate of RMB6.8467 to US$1.00; (ii) the translations between Hong Kong dollars and
Renminbi were made at the rate of HK$1.1433 to RMB1.00; and (iii) the translations between U.S.
dollars and Hong Kong dollars were made at the rate of HK$7.8278 to US$1.00.
No representation is made that any amounts in RMB or Hong Kong dollars can be or could
have been at the relevant dates converted at the above rate or any other rates.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIRECTORS
Name Address Nationality
Executive Directors
Dr. Gu Jing
(ᚥ౺௹ɻ)
Room 203, Building 17
Huichengyuan Fifth Village
Xuhui District
Shanghai
PRC
Chinese
Mr. Han Zhiyong
(΋͛)
No. 253
800 Gaojing Road
Xujing Town
Qingpu District
Shanghai
PRC
Singaporean
Non-Executive Directors
Ms. Zhan Jing
(༗᎑ɾɻ)
2-1801
18 Kaibin Road
Xuhui District
Shanghai
PRC
Chinese
Mr. Zhou Zhifeng
(΋͛)
Room 901, Unit 2
Building 6, No. 76 Y ard
Baiziwan Nan’er Road
Chaoyang District
Beijing
PRC
Chinese
Independent Non-Executive Directors
Dr. Jiang Yimin
(ᇸᆇઽ௹ɻ)
1-1-1003
No. 12 Y ard, Xindong Road
Chaoyang District
Beijing
PRC
Chinese
Ms. Zhou Xinru
(νɾɻ)
Room 1808, Building 2
Ruihong Xincheng
Hongkou District
Shanghai
PRC
Chinese
Mr. Chang Eric Jackson
(ੵ˰ዣ΋͛)
Room C, Floor 3
Shouson Garden
6A Shouson Hill
Wong Chuk Hang
Hong Kong
Canadian
For further details, see “Directors and Senior Management” in this Prospectus.
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Joint Sponsors China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
CITIC Securities (Hong Kong) Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Sponsor-Overall Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Overall Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
GF Securities (Hong Kong) Brokerage
Limited
27/F, GF Tower
81 Lockhart Road
Wanchai
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Joint Global Coordinators,
Joint Bookrunners and
Joint Lead Managers
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
GF Securities (Hong Kong) Brokerage
Limited
27/F, GF Tower
81 Lockhart Road
Wanchai
Hong Kong
Joint Bookrunners, Joint Lead Managers
and Capital Market Intermediaries
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
GF Securities (Hong Kong) Brokerage
Limited
27/F, GF Tower
81 Lockhart Road
Wanchai
Hong Kong
A VICT Global Asset Management Limited
Units 6704B-06A, Level 67
International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
Webull Securities Limited
Suites 2509-12, 25/F, Tower 6
The Gateway, Harbour City
Kowloon
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Legal Advisors to the Company As to Hong Kong and U.S. laws:
Freshfields
55th Floor, One Island East
Taikoo Place, Quarry Bay
Hong Kong
As to PRC law:
Fangda Partners
24/F, HKRI Centre Two
HKRI Taikoo Hui
288 Shi Men Yi Road
Shanghai 200041
PRC
Legal Advisors to the Joint Sponsors and
the Underwriters
As to Hong Kong and U.S. laws:
Clifford Chance
27/F, Jardine House
One Connaught Place
Hong Kong
As to PRC law:
Han Kun Law Offices
20/F, Kerry Plaza Tower 3
1-1 Zhongxinsi Road
Futian District
Shenzhen 518048
Guangdong
PRC
Auditor and Reporting Accountants Ernst & Y oung
Certified Public Accountants
Registered Public Interest Entity Auditor
27/F, One Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong
Industry Consultant Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Room 2504
Wheelock Square
No. 1717 West Nanjing Road
Shanghai
PRC
Receiving Banks CMB Wing Lung Bank Limited
45 Des V oeux Road Central
Hong Kong
Bank of China (Hong Kong) Limited
1 Garden Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Registered Office Rooms A1603, 1604 and 1605
Shenzhen National Engineering Laboratory Building
20 Gaoxinnanqi Road
Gaoxin District Community, Y uehai Avenue
Nanshan District
Shenzhen, Guangdong Province
PRC
Headquarters and Principal Place
of Business in the PRC
Rooms A1603, 1604 and 1605
Shenzhen National Engineering Laboratory Building
20 Gaoxinnanqi Road
Gaoxin District Community, Y uehai Avenue
Nanshan District
Shenzhen, Guangdong Province
PRC
Place of Business in Hong Kong 31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Company’s Website www.viewtrixtech.com
(The information contained in this website does not
form part of this Prospectus)
Company Secretary Ms. Chu Cheuk Ting
(ACG HKACG)
31/F, Tower Two Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Authorized Representatives Dr. Gu Jing
Room 203, Building 17
Huichengyuan Fifth Village
Xuhui District
Shanghai
PRC
Ms. Chu Cheuk Ting
31/F, Tower Two Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Audit Committee Mr. Chang Eric Jackson (Chairperson)
Dr. Jiang Yimin
Ms. Zhan Jing
Remuneration Committee Dr. Jiang Yimin (Chairperson)
Ms. Zhou Xinru
Dr. Gu Jing
CORPORATE INFORMATION
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Nomination Committee Dr. Jiang Yimin (Chairperson)
Ms. Zhou Xinru
Dr. Gu Jing
Compliance Advisor Gram Capital Limited
Room 1209
12/F, Nan Fung Tower
88 Connaught Road Central/
173 Des V oeux Road Central
Central
Hong Kong
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 Bank DBS Bank (China) Ltd. Shanghai Branch
17th Floor, DNS Bank Tower
1318 Lujiazui Ring Road
Pudong, Shanghai
PRC
CORPORATE INFORMATION
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Certain information and statistics set out in this section have been extracted from
various official government publications, market data providers and a report commissioned
by us and prepared by an independent third party, Frost & Sullivan. The information from
official government sources has not been independently verified by us, the Joint Sponsors,
the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the
Capital Market Intermediaries or any of their respective directors, officers, employees,
agents, advisers or representatives or any other parties involved in the Global Offering, and
no representation is given as to its accuracy, fairness and completeness.
FROST & SULLIV AN REPORT
We commissioned Frost & Sullivan to conduct market research on the semiconductor industry
and prepare the Frost & Sullivan Report. Frost & Sullivan is an independent global consulting firm
founded in 1961 in New Y ork that offers industry research and market strategies. We have
contracted to pay RMB420,000 to Frost & Sullivan for compiling the Frost & Sullivan Report. In
preparing the Frost & Sullivan Report, Frost & Sullivan conducted detailed primary research which
involved discussing the status of the industry with certain leading industry participants and
conducting interviews with relevant parties. Frost & Sullivan also conducted secondary research
which involved reviewing company reports, independent research reports and data based on its own
research database. Frost & Sullivan 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 Frost & Sullivan Report is compiled based on the following assumptions: (i) the social,
economic and political environment of the globe and the PRC 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.
THE GLOBAL AND CHINESE MAINLAND DDIC MARKET
Overview of Display Technology Development
Display technology serves as the primary interface for human-computer interaction in the era
of artificial intelligence, and its strategic importance continues to grow alongside advances in AI.
Display technology is not only a medium for presenting information but also a crucial interface
through which AI perceives user intent, understands the environment, and makes intelligent
decisions.
The mainstream display technologies have evolved from CRT to LCD. CRTs were rapidly
phased out due to their bulky size and glass-packaged structure, which was ill-suited for portable
devices. LCDs, in turn, began to be replaced by AMOLED, which offered significantly higher
contrast ratios and thinner display modules. The new generation of display technology represented
by AMOLED has made breakthroughs with flexible substrate materials, allowing screens to be
foldable and rollable while further reducing thickness, gradually replacing LCD technology in
applications such as smartphones, tablets, wearable devices, and automotive applications, and
becoming the mainstream in the market.
INDUSTRY OVERVIEW
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Introduction and Classification of DDIC
The DDIC is a key control component of the display panel, integrating the display panel’s
control circuit into a single chip. It sends signals to the display panel, thereby controlling the
brightness and color of the screen and allowing image information, such as letters and graphics to
be displayed.
The mainstream DDICs primarily include LCD DDICs and AMOLED DDICs. In addition,
there have been significant technological breakthroughs in Micro-OLED display backplanes/drivers
through deep integration with CMOS technology, making them the fastest-growing segment in
recent years. The table below sets out a comparison among LCD DDICs, AMOLED DDICs, and
Micro-OLED display backplanes/drivers:
LCD DDIC AMOLED DDIC
Micro-OLED Display
Backplane/Driver
Driving Method /H1118/H1118/H1118/H1118/H1118V oltage drive, low precision
requirements
Current drive, high precision
requirements
Current drive, extremely high
precision requirements
Driving Complexity /H1118/H1118/H1118Low High V ery High
Display Principle /H1118/H1118/H1118/H1118Backlight adjusts light
through liquid crystal
Each pixel emits light by
itself
Micro-OLED pixels emit light
by themselves
Technology Maturity /H1118/H1118V ery Mature Rapidly Developing Early Development Stage
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Low Medium and is continuously
reduction
Higher
Power consumption /H1118/H1118/H1118High Medium Low
Screen size support
range /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183” ~ >100” 1” ~ 80”, PPI<500 < 1.4”, PPI >2,000
Based on the type of end customers, DDICs can be categorized into the pre-installation brand
market and the post-installed non-brand repair market. The pre-installed brand market refers to the
DDICs that are required to undergo certification by brand companies and are ultimately integrated
into display modules sold to such brand companies or their OEM partners, before being installed
as original components in the branded products. The post-installed non-brand repair market refers
to DDICs used in aftermarket repair or sold to third-party display repair suppliers, and ultimately
applied as third-party replacement parts for original display panels.
The pre-installed brand market for DDICs has the following features:
 High technical requirements : Smart device brand companies imposes stringent
performance, power efficiency and compatibility requirements on DDICs, which need to
be highly aligned with the overall design and functionality of smart devices.
 High supply stability requirements : Due to the clear planning and batch-based
procurement in the smart device manufacturing process, the supply of DDICs must be
stable and reliable to prevent production interruptions.
 High certification thresholds : DDICs suppliers need to pass the strict certification
procedure, which typically include evaluations of product quality, production processes,
after-sales service.
INDUSTRY OVERVIEW
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Set forth below is a comparison between the pre-installed brand market and the post-installed
non-brand repair market:
Pre-Installation Brand Market
Post-Installed Non-Brand
Repair Market
Customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Smart device brand
companies and their
collaborating panel
manufacturers
V arious repair institutions
and others
Technical requirements /H1118/H1118/H1118/H1118High, requiring a high
degree of compatibility
with the overall design of
smart devices
Low
Supply stability
requirements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118High Low
Certification threshold /H1118/H1118/H1118/H1118/H1118High Low
The global and Chinese mainland DDIC markets are predominantly driven by the pre-installed
brand market, which represents a significantly larger market share than the post-installed non-brand
repair market. Globally, the shipment share of the pre-installed brand market increased from
approximately 94% in 2020 to 96% in 2024; in Chinese mainland, it increased from approximately
93% in 2020 to 95% in 2024. This trends also demonstrates the ongoing decline in the post-installed
non-brand repair market, which has been adversely affected by the increasing display module
integration, such as chip-on-film (COF) and chip-on-glass (COG) packaging. The aftermarket share
in Chinese mainland was slightly higher in 2020, at approximately 7%, driven by a more active
third-party repair market. However, this share deceased to approximately 5% in 2024. Overall,
DDIC sales volume are primarily driven by demand from brand companies, while aftermarket
demand remains limited and continues to shrink.
DDIC Industry Chain
In the DDIC industry chain, display panel manufacturers typically provide design
requirements to DDIC design houses. Upon completion of the IC design, the DDIC design houses
place production orders with wafer foundries and OSA T providers. The wafer foundries deliver the
finished wafers to the providers who conduct packaging and final testing processes. The completed
DDICs are then shipped directly to display panel or module manufacturers. Subsequently, these
panel manufacturers provide the assembled display panels to various end applications. Within the
semiconductor industry, three key operational frameworks have emerged: the fabless model, the
foundry model, and the IDM (Integrated Device Manufacturer) model. In the fabless model,
companies focus exclusively on the design and development of semiconductors, outsourcing the
fabrication process to specialized third-party manufacturers known as foundries. This allows fabless
firms to remain capital-efficient, agile, and focused on innovation. In contrast, foundries are
dedicated to the manufacturing of chips for other firms, offering access to advanced process
technologies without requiring customers to invest in their own fabrication facilities. The IDM
model, on the other hand, involves a single company managing both the design and manufacturing
processes internally. While this approach provides greater control over the entire value chain, it also
involves much more capital investment and operational complexity. The fabless model has been
driven by its inherent advantages, including reduced capital expenditure, increased flexibility in
choosing manufacturing partners, and faster time-to-market, making it particularly attractive to
companies operating in fast-evolving technology sectors.
INDUSTRY OVERVIEW
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Production Process
Display Panel
Manufacturer
Display Panel
Assembly Factory
Smartphone
Wearable Device
TV
In-vehicle Displays
Others
Design, Manufacture, Packaging and Testing of DDIC Display Panel Manufacturer Application Devices
Order Process
Wafer Foundry
OSAT Provider
IC Design
House
(The Company)
Global and Chinese Mainland DDIC Market Size
The global sales volume of DDICs recorded a slight decrease from approximately 8,285.9
million units in 2020 to 8,266.9 million units in 2024. The fluctuations in the global DDIC market
between 2020 and 2023 were primarily driven by a combination of macroeconomic, technological
and supply chain factors. Between 2022 and 2023, the global DDIC industry experienced a decline,
primarily due to cyclical demand adjustments following the pandemic-driven surge of consumer
electronics in 2020 and 2021. During the early phase of the COVID-19 pandemic, global lockdowns
and remote work trends led to a sharp, short-term increase in demand for consumer electronics such
as PCs, smartphones, and data center equipment. This surge temporarily drove DDIC products. The
global DDIC market experienced a decline in 2022, primarily due to the declining demand in the
consumer electronics market caused by the earlier concentrated release of demand, coupled with the
continued weakening impact of the pandemic in overseas markets. In 2023, this downward trend
persisted as inventory digestion continued and end-market demand remained subdued, particularly
in PCs and smartphones. In addition, supply chain disruptions and capacity constraints in the wafer
foundry sector further limited production and sales volume. The decrease in smartphone and other
terminal device markets further contributed to the overall reduction in DDIC demand.
Furthermore, the industry’s ongoing shift toward advanced display technologies, such as
AMOLED, coupled with the increasing adoption of circuit solutions that are more integrated, has
led to a reduction in demand for LCD DDICs. In terms of product segmentation, LCD DDICs
remained the dominant type in the global market in 2024, with sales volume approximately 6,777.9
million units accounting for 82.0% of total DDIC sales volume. As the penetration rate of AMOLED
in downstream applications gradually increases, AMOLED DDICs are expected to become the key
growth driver in the coming years, with their global market share projected to expand from 15.6%
in 2024 to 23.6% in 2029. The sales revenue of DDIC globally declined slightly from US$10,955.9
million in 2020 to USD10,255.5 million in 2024, with a CAGR of (1.6)%. It is expected the sales
revenue of DDIC globally will reach US$10,694.4 million in 2029, with a CAGR of 0.8% from
2024 to 2029.
Sales Volume of DDIC, Globally Sales Revenue of DDIC, Globally
7,503.2 7,653.5
6,886.7 6,734.9 6,777.9 6,561.2 6,657.6 6,566.1 6,555.3 6,492.9
723.7 876.3 888.5 1,039.4 1,292.2 1,378.1 1,512.5 1,704.1 1,898.4 2,112.0
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
8,285.9 8,600.1
7,871.0 7,949.5 8,266.9 8,156.7 8,411.0 8,537.7 8,751.7 8,938.0
Million, 2020-2029
Note: Others include Micro-OLED, PMOLED, Micro-LED, etc.
CAGR 2020-2024 2024-2029E
Total (0.1)% 1.6%
LCD (2.5)% (0.9)%
AMOLED 15.6% 10.3%
Others 35.1% 11.1%
LCD AMOLED Others
333.1297.9267.5241.0217.5196.8175.395.870.259.1
7,428.1
6,352.4
5,991.5 6,263.4 6,167.9 6,167.5 6,195.5 6,049.3 5,985.0 5,880.6
3,481.8
4,758.3 3,988.1 3,609.4 3,913.9 3,643.2 3,719.1 4,033.6 4,186.6 4,449.3
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
10,955.9 11,143.9
10,025.7 9,984.0 10,255.5 10,017.6 10,247.3 10,328.8 10,524.2 10,694.4
Million US$, 2020-2029
Note: Others include Micro-OLED, PMOLED, Micro-LED, etc.
CAGR 2020-2024 2024-2029E
Total (1.6)% 0.8%
LCD (4.5)% (0.9)%
AMOLED 3.0% 2.6%
Others 39.4% 16.0%
LCD
AMOLED
Others
364.5352.5245.9332.7206.9173.7111.246.233.146.0
Source: Omdia, Expert Interview, Frost & Sullivan
INDUSTRY OVERVIEW
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In recent years, global panel manufacturing capacity has increasingly shifted to Chinese
mainland. Chinese mainland’s share of global display panel production capacity increased from
50.0% in 2020 to 70.0% in 2024, and is expected to reach 80.0% by 2029. As this industrial shift
continues, the growth rate of Chinese mainland DDIC market has significantly outpaced the global
market. The sales volume of DDICs in Chinese mainland increased from approximately 3,750.1
million units in 2020 to 4,456.8 million units in 2024, representing a CAGR of 4.4%. Chinese
mainland’s share of the global market rose from 45.3% in 2020 to 53.9% in 2024. In the future, with
further acceleration of supply chain localization, Chinese mainland’s DDIC market is expected to
continue expanding, reaching approximately 5,361.7 million units by 2029, and its share of the
global market is projected to be 60.0%. In terms of product types, LCD DDICs still account for the
majority of sales, yet AMOLED DDICs are expected to become the principal growth driver, with
market share projected to grow from 10.7% in 2024 to 23.7% by 2029.
The sales revenue of DDIC in Chinese Mainland increased from USD4,149.3 million in 2020
to US$4,541.3 million in 2024, and is expected to reach US$5,372.8 million in 2029, with a CAGR
of 3.4% from 2024 to 2029, and its market share of global market will reach 50.2% in 2029.
Sales Volume of DDIC in Chinese Mainland Sales Revenue of DDIC in Chinese Mainland
3,542.4
3,990.3 3,708.8 3,710.9 3,869.1 3,779.1 3,854.7 3,835.4 3,854.6
3,885.4
227.7 271.3 360.4 477.7 570.3 708.0 859.6 1,038.4 1,271.8
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
3,750.1
4,254.7 4,031.7 4,167.0
4,456.8 4,473.3
4,703.6 4,853.6 5,072.4
5,361.7
Note: Others include Micro-OLED, PMOLED, Micro-LED, etc.
CAGR 2020-2024 2024-2029E
Total 4.4% 3.8%
LCD 2.2% 0.1%
AMOLED 27.6% 21.6%
Others 41.2% 13.2%
LCD AMOLED Others
204.5179.4158.6141.0124.0110.095.736.7
27.7180.0 51.6
3,331.6 3,113.3 3,000.8 3,175.0 3,204.0 3,197.1
3,192.6 3,109.5 3,061.7
3,026.3
796.1 1,120.2 1,076.0 1,078.3 1,240.2 1,255.7 1,426.3 1,641.7 1,786.7 2,075.2
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
4,149.3 4,250.7 4,101.7 4,314.1 4,541.3 4,576.9
4,829.5 4,914.2 5,092.4
5,372.8
Million US$, 2020-2029
CAGR 2020-2024 2024-2029E
Total 2.3% 3.4%
LCD (1.0)% (1.1)%
AMOLED 11.7% 10.8%
Others 45.7% 22.8%
271.2243.9163.0210.6124.197.160.724.917.321.6
LCD
AMOLED
Others
Source: Omdia, Expert Interview, Frost & Sullivan
OVERVIEW OF GLOBAL AND CHINESE MAINLAND AMOLED DDIC MARKET
AMOLED DDIC
AMOLED display technology offers various advantages, including ultra-high contrast, low
power consumption, flexible panel structures, wide viewing angles and high response speeds. Its
main advantage lies in the high degree of pixel-level control, which allows individual pixels to be
turned off completely when not in use, thereby producing deeper blacks and higher contrast, as well
as improved viewing angles and color reproduction capabilities. Additionally, turning off unused
pixels while displaying images helps reduce overall power consumption.
Unlike LCDs, AMOLED panels utilize self-emissive technology and do not require
components such as backlight, liquid crystal modules or color filters. As a result, AMOLED
modules are thinner and lighter, making them particularly suitable for mobile devices such as
smartphones, where space is constrained and compact module dimensions are critical. Furthermore,
due to the absence of a rigid backlight layer and the commercialization of flexible substrates,
AMOLED panels offer significant advantages in the application of flexible displays, supporting
innovations such as foldable and wearable devices.
AMOLED DDICs are integrated circuits specifically designed to drive AMOLED panels.
Functioning as a signal conversion “bridge” within the panel, they convert image data signals from
the main control chip such as an application processor or graphics processor into the voltage and
current signals required to activate each pixel, thereby controlling the brightness and color output
of the display.
INDUSTRY OVERVIEW
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Major Downstream Applications of AMOLED DDIC
 Smartphones: The AMOLED panel aligns with the prevailing trends of lightweight and
foldable smartphones. Smartphones represent the largest downstream application for
AMOLED DDIC. From 2020 to 2029, the penetration rate of smartphones with AMOLED
panels has been steadily increasing. In terms of sales volume, the penetration rate increased
from 37.0% in 2020 to 60.1% in 2024 and is projected to reach 69.9% by 2029. Leading global
smartphone brands are driving the adoption of AMOLED panels, with the penetration rate
among the top three smartphone brands by sales volume reaching 70.2% in 2024.
 Wearable Devices: AMOLED technology, with its lightweight, flexible structure, high
contrast and low power consumption, has seen increasing adoption in mid-to-high-end
wearable devices such as smartwatches.
 Televisions: AMOLED is primarily used in the premium TV segment and is favored by
high-end consumers and professional imaging users due to its superior display quality.
 In-Vehicle Displays: The rapid expansion of the electric vehicle sector and the trend toward
intelligent and multi-screen automotive interiors have driven demand for high-definition,
large-format displays, providing a broad application opportunities for AMOLED panels.
 Others: AMOLED display panels are gradually penetrating other applications, including
laptops and tablet, etc.
Global and Chinese Mainland AMOLED DDIC Market Size
From 2020 to 2024, the global AMOLED DDIC market experienced robust growth, with sales
volume increasing from approximately 723.7 million units in 2020 to 1,292.2 million units in 2024,
representing a CAGR of 15.6%. Due to the slowdown in smartphone shipments, the CAGR of the
global AMOLED DDIC market from 2024 to 2029 is expected to be slightly lower, reaching
approximately 2,112.0 million units by 2029, with a projected CAGR of 10.3%. In terms of
downstream applications, the smartphone market is the primary application for AMOLED DDIC,
accounting for 69.2% of the global market in 2024. It is anticipated that future new applications,
particularly TV and in-vehicle displays, will become the main growth drivers.
The sales revenue of AMOLED DDIC globally increased from US$3,481.8 million in 2020 to
US$3,913.9 million in 2024, with a CAGR of 3.0%. In 2021, the wafer shortages and rising raw
material prices led to the increase in average price, therefore, the market revenue had a sudden
increase in 2021. Starting in 2022, with the release of production capacity and high inventory, it
experienced a downward trend, which continued to 2023. The decline narrowed and prices
stabilized in 2024, which reflected a market recovery in 2024. Looking ahead, shipments of
smartphones, the largest downstream application of AMOLED DDICs, are expected to continue to
decline, leading to a corresponding decrease in AMOLED DDIC shipments, and resulting in a
slightly lower future CAGR for the global AMOLED DDIC sales revenue from 2024 to 2029
compared to historical figures. It is expected the sales revenue of AMOLED DDIC globally will
reach US$4,449.3 million in 2029, with a CAGR of 2.6% from 2024 to 2029.
Sales Volume of AMOLED DDIC, Globally Sales Revenue of AMOLED DDIC, Globally
478.1 596.1 578.8 699.7
893.6 948.9
1,005.8
1,064.1
1,123.7
1,192.3
113.6 124.5 128.9 164.9 180.9 233.1 334.4 431.2 532.9
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
723.7
876.3 888.5 1,039.4
1,292.2 1,378.1
1,512.5
1,704.1
1,898.4
2,112.0
Note: Others include monitors, tablets, laptops, etc.
Others 13.2% 26.4%
Smartphone
Wearable device
TV
In-vehicle Displays
Others
198.5
171.1
148.0
130.0117.3113.187.973.267.5100.6
79.393.3
CAGR 2020-2024 2024-2029E
Total 15.6% 10.3%
Smartphone 16.9% 5.9%
Wearable device 11.6% 8.4%
TV 13.8% 11.9%
In-vehicle Displays 54.8% 83.7%
Million, 2020-2029
105.7 122.7 120.2 129.6 141.2
153.5
166.4
180.0
77.4
0.1 0.1 0.1 0.2 0.4 1.4 2.5
4.1
6.0
8.4 2,390.6
3,338.2
2,662.6
2,448.8 2,680.9 2,467.0 2,413.9
2,447.5
2,359.8
2,384.5
681.6 635.0 529.8 593.8 577.2 689.8 933.1 1,129.7 1,316.3
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
3,481.8
4,758.3
3,988.1
3,609.4
3,913.9
3,643.2 3,719.1
4,033.6 4,186.6
4,449.3
Others 3.2% 17.3%
Smartphone
Wearable device
TV
In-vehicle Displays
Others
490.3
448.3
413.0
384.7374.2407.0361.2439.2
351.0
523.1
404.4
298.6
CAGR 2020-2024 2024-2029E
Total 3.0% 2.6%
Smartphone 2.9% (2.3)%
Wearable device 1.6% 0.6%
TV 3.8% 3.8%
In-vehicle Displays 41.2% 70.4%
Million US$, 2020-2029
285.4 268.7 230.8 220.3 223.1
228.7
233.0
237.6
216.7
0.4 0.7 0.7 0.9 1.4 4.5 7.5
11.3
15.8 20.6
Source: Omdia, Expert Interview, Frost & Sullivan
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Chinese display panel manufacturers are gradually capturing a larger share of the global
AMOLED display panel market. In 2024, the top five Chinese panel manufacturers accounted for
51.3% of the total AMOLED display panel sales globally, creating significant market opportunities
for upstream AMOLED DDIC manufacturers in China. The sales volume of AMOLED DDIC in
Chinese mainland has grown substantially, increasing from 180.0 million units in 2020 to 477.7
million units in 2024, with a CAGR of 27.6%, and is projected to reach 1,271.8 million in 2029,
with its global market share further increasing from 37.0% to 60.2%. In terms of downstream
applications, smartphones remain the dominant driver of AMOLED DDIC demand, accounting for
84.6% of the mainland Chinese market with a market share of 45.2% of the global market in 2024.
The sales volume of smartphone AMOLED displays in Chinese mainland is projected to increase
at a CAGR of 18.2%, capturing 78.3% of the global market share by 2029.
The sales revenue of AMOLED DDIC in Chinese Mainland has increased from US$796.1
million in 2020 to US$1,240.2 million in 2024, with a CAGR of 11.7%. Its market share in global
market has increased from 22.9% in 2020 to 31.7% in 2024. It is expected the sales revenue of
AMOLED DDIC in China will reach US$2,075.2 million in 2029, with a CAGR of 10.8% from
2024 to 2029, and its share of global market will reach 46.6% in 2029.
Sales Volume of AMOLED DDIC in Chinese Mainland Sales Revenue of AMOLED DDIC in Chinese Mainland
616.2 725.7 671.3 699.7
893.6
477.3
579.3
675.7
788.8
933.5
57.8 89.3 123.3 165.7
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
227.7
180.0
271.3
360.4
477.7
570.3
708.0
859.6
1,038.4
1,271.8
Note: Others include monitors, tablets, laptops, etc.
Others 28.3% 37.4%
Smartphone
Wearable device
TV
In-vehicle Displays
Others
78.6
105.5
59.28.5
0.012.5 16.2
CAGR 2020-2024 2024-2029E
Total 27.6% 21.6%
Smartphone 26.7% 18.2%
Wearable device 34.5% 30.7%
TV 47.8% 37.7%
In-vehicle Displays 59.4% 92.4%
Million, 2020-2029
231.6 308.5
403.9
11.0
0.1
13.7
0.1
19.9
0.1
27.7
0.32.5 3.7 20.8 5.0 24.0 7.8 12.033.8
35.0
1.1 2.0
41.1 15.9
42.523.8 32.1
59.6
45.1196.7156.5 3.3 5.2 7.4 704.3
983.3 926.4 925.6
1,050.2 1,050.0
1,158.7
1,283.9
1,341.0
1,192.3
86.1 93.6 86.3 104.8 110.9 144.5 205.4 259.0 331.5
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
796.1
1,120.2 1,076.0 1,078.3
1,240.2 1,255.7
1,426.3
1,641.7
1,786.7
2,112.0
Others 15.6% 25.9%
Smartphone
Wearable device
TV
In-vehicle Displays
Others
58.6
CAGR 2020-2024 2024-2029E
Total 11.7% 10.8%
Smartphone 10.5% 7.3%
Wearable device 22.1% 19.8%
TV 33.2% 26.2%
In-vehicle Displays 45.6% 75.1%
Million US$, 2020-2029
10.9
0.2
7.55.02.90.90.50.40.4
14.889.3
11.8
73.959.442.937.228.122.719.5
119.186.5
21.2 71.058.749.047.1
37.832.930.9
116.1
Source: Omdia, Expert Interview, Frost & Sullivan
Growth Drivers for Global and Chinese Mainland AMOLED DDIC Market
 The PRC government has issued favorable policies to support the development of the
industry. In May 2024, the National Integrated Circuit Industry Investment Fund launched its
third phase, with an investment exceeding RMB150.0 billion. AMOLED, as a core area of
next-generation display technology, has received comprehensive support spanning material
research and development to manufacturing processes. Policy initiatives extend beyond
traditional measures such as tax reductions and equipment procurement subsidies,
encompassing dedicated projects under the “National Key Research and Development
Program.” These projects foster collaboration among universities, research institutes, and
enterprises to drive advancements in next-generation display technologies. For example, the
Electronic Information Manufacturing Industry 2023-2024 Steady Growth Action Plan ( ཥ
Ⴁிุ2023-2024) issued by the Ministry of Industry and
Information Technology and the Ministry of Finance in 2023, has proposed to promote the
expansion of applications of AMOLED, Micro-LED, 3D display, laser display, etc. for the
fields of new intelligent terminals, culture, tourism, landscape, commercial display, etc. As
another example, the Notice on Import Tax Policies for Supporting the Development of
New-Type Display Industry from 2021 to 2030 (׵2021-2030ආ
) issued by the Ministry of Finance, the General Administration of
Customs, and the State Taxation Administration in 2021, has proposed that enterprises
undertaking major projects related to new display devices will be granted tariff exemptions on
imported equipment.
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 AMOLED is a favor choice as downstream applications focusing on enhancing user
experience. AMOLED’s flexible and ultra-thin module design aligns seamlessly with the
structural demands of foldable smartphones. Additionally, AMOLED’s high contrast and low
latency characteristics (the contrast ratio of AMOLED is around 100,000:1, whereas LCD is
around 1,000:1, the latency time of AMOLED is around 0.001ms, whereas LCD is around
5-20ms) significantly enhance AI-driven visual interactions. For example, real-time image
quality optimization in AI image processing leverages AMOLED’s pixel-level light control
capabilities to deliver upgraded visual feedback, redefining the user experience.
 Advancement in semiconductor manufacturing processes. A single chip now incorporates
multifunctional modules such as power management, timing control, and temperature
compensation. This system-level integration reduces chip size by over 40% and significantly
lowers screen power consumption by eliminating signal transmission losses between modules.
These technological advancements are also extending into broader Internet of Things (IoT)
applications. In addition, advanced semiconductor manufacturing processes equip AMOLED
DDICs with enhanced data processing and power management capabilities. This enables
AMOLED DDICs to handle larger data volumes with higher transmission speeds, thereby
supporting downstream products featuring superior display specifications, such as 4K and 8K
resolutions with exceptional image detail, alongside high refresh rates of up to 120Hz and
144Hz, ultimately enhancing the user experience.
Development Trends of Global and Chinese Mainland AMOLED DDIC Market
 Industry entry barrier remains exceptionally high: Chinese mainland’s AMOLED DDIC
development began later than in other regions due to high technical barriers. Early suppliers
that entered the supply chains of domestic smart device brand companies underwent rigorous
assessments, with most originating from South Korea, Taiwan, China and other established
regions. So far, among DDIC suppliers based in Chinese mainland, only the Company has
made significant technological breakthroughs and penetrated into the high-barrier industry as
a major supplier and established strong partnerships with both panel manufacturers and brand
companies. Owing to the high risk aversion of brand companies, once a DDIC supplier secures
a position in their supply chain, it becomes exceptionally difficult to be replaced, providing
a significant competitive advantage for early entrants.
 The integration of DDIC and TDDI: The integrated design of DDIC and TDDI not only
simplifies the internal structure of electronic devices but also effectively reduces costs,
offering significant advantages to terminal device manufacturers. As TDDI chip technology
continues to mature and improve, the demand for TDDI chips is expected to keep increasing.
The development of this technology not only enhances the overall performance of devices but
also provides consumers with superior visual and touch experiences. In 2024, the global sales
volume of TDDI chips increased to 1,040.0 million units. It is expected to reach 1,431 million,
with a CAGR of 6.6% by 2029.
 The rapid expansion of the electric vehicle market and the acceleration of automotive
intelligence driving the growing demand for multi-screen, large-screen and high-
definition in-vehicle displays: Consumers now expect more from in-vehicle displays, moving
beyond a single instrument panel to richer, more intuitive interactive information. As a result,
multi-screen, large-screen and high-definition displays have become inevitable trends in the
evolution of automotive displays. In 2020, global sales volume of in-vehicle AMOLED DDICs
amounted to 0.07 million units, increasing to 0.4 million by 2024, representing a CAGR of
54.8%. By 2029, global sales volume of in-vehicle AMOLED DDICs is projected to increase
to 8.4 million units, with a CAGR of 83.7%. AMOLED panels, with their superior display
quality, ultra-thin profile, and flexible bendability, are ideally positioned to meet these
demands, offering automotive manufacturers innovative and attractive display solutions.
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Development Trends of Global and China’s Smartphone AMOLED DDIC Market
 Smartphone AMOLED DDICs are dipping into mid-range and low-end models:
AMOLED offers superior performance compared to LCD in terms of color rendering, flexible
display, viewing angle, response speed, panel thickness and power consumption. It meets the
growing demand for high-quality displays, thinness, long battery life, and diverse form factors
in mobile phones. However, due to initial production capacity and yield constraints, costs are
relatively high. Its commercialization began with high-end flagship series, which have a
higher cost tolerance. As panel manufacturers expand AMOLED production capacity and
improve production yields, AMOLED costs continue to decline, accelerating the penetration
of AMOLED panels in mid-range and low-end phones, thereby boosting demand for
smartphone AMOLED DDICs.
 The rising of foldable smartphones become a new direction for smartphone brands for
differentiated selling points: In recent years, foldable smartphones have been constrained by
material costs and process limitations, such as display screens, hinges, and UTG glass,
resulting in high costs and slow penetration. However, with the continuous advancement of
display technology, hinge design, materials, and production scale, production costs are
expected to gradually decrease, driving rapid growth in foldable phone shipments. The global
foldable phone shipments are expected to grow from 22 million units in 2024 to 100 million
units in 2029, accounted for 1.8% to 7.0% of total smartphones, with a CAGR of 35.3% during
that period. AMOLED which aligns with the current trends of foldable and lightweight, will
be benefited from the increasing trend of fordable smartphone.
COMPETITIVE LANDSCAPE OF GLOBAL AND CHINESE MAINLAND’S SMARTPHONE
AMOLED DDIC MARKET
Overview of the competitive landscape of global and Chinese mainland’s smartphone
AMOLED DDIC market
The global smartphone AMOLED DDIC market is relatively concentrated, with the top five
players accounting for approximately 81.3% of total sales volume in 2024. The market can be
divided into two main types of participants: captive AMOLED DDIC suppliers (affiliated with panel
manufacturers) and independent AMOLED DDIC suppliers. Independent AMOLED DDIC
suppliers, unlike their captive counterparts, lack the technical support and established business ties
with panel manufacturers. As a result, they must possess stronger R&D capabilities and the ability
to develop broader downstream customer channels to remain competitive in the market. This
distinction highlights the higher operational and innovation demands placed on independent
suppliers.
Ranking of Sales Volume of Global Smartphone AMOLED DDIC
In terms of sales volume for smartphone AMOLED DDIC in 2024, the Company ranks fifth
among all market participants in the global smartphone AMOLED DDIC market, with a market
share of 5.7%; additionally, the Company is the third largest independent supplier in the global
smartphone AMOLED DDIC market. The Company is also the largest Chinese mainland-based
supplier in global smartphone AMOLED DDIC market.
Ranking Company Supplier type Headquarters address
Smartphone
AMOLED DDIC
sales volume in
2024 (million
units) Market share
(%)
1 /H1118/H1118/H1118Company A (1) Captive South Korea 380 42.5%
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Ranking Company Supplier type Headquarters address
Smartphone
AMOLED DDIC
sales volume in
2024 (million
units) Market share
(%)
2 /H1118/H1118/H1118Company B (2) Independent Taiwan, China 120 13.4%
3 /H1118/H1118/H1118Company C (3) Captive South Korea 100 11.2%
4 /H1118/H1118/H1118Company D (4) Independent Taiwan, China 75 8.4%
5 /H1118/H1118/H1118The Company Independent Chinese Mainland 51 5.7%
Source: Expert Interview, Frost & Sullivan
Notes:
(1) A core division within a South Korean electronics giant, which was established in 1938, with around 9
thousand employees and engages in the business of offering a wide range of products including image sensors,
and display drivers for various applications like mobile devices, automotive, and IoT. The shares of its parent
company are listed on the Korea Exchange (“ KRX”).
(2) Established in 1997, with around 4 thousand employees, it engages in the business of offering DDIC and
multimedia system-on-chips, with key products including display drivers for smartphones, tablets, and TVs,
and multimedia solutions for consumer electronics. Its shares are listed on the Taiwan Stock Exchange
(“TWSE ”).
(3) A core division of a South Korean electronics giant which was established in 1999, with around 2 thousand
employees and engages in the business of the design and sales of DDIC and power management ICs. The
shares of its parent company are listed on the KRX.
(4) Established in 2003, with around 1 thousand employees, it engages in the business of offering high-
performance, low-power display and touch solutions for various display technologies and application
scenarios, with customers including major panel manufacturers and device vendors. Its shares are listed on the
TWSE.
Ranking of Sales Revenue of Global Smartphone AMOLED DDIC
In terms of sales revenue for smartphone AMOLED DDIC in 2024, the Company ranked fifth
among all market participants in the global smartphone AMOLED DDIC market, with a market
share of 4.3%; additionally, the Company is the third largest independent supplier in the global
smartphone AMOLED DDIC market. Furthermore, the Company is also the largest supplier based
in Chinese mainland in global smartphone AMOLED DDIC market.
Ranking Company Supplier type Headquarters address
Smartphone
AMOLED DDIC
sales revenue in
2024
(million US$) Market Share
(%)
1 /H1118/H1118/H1118Company A Captive South Korea 1,216 45.5%
2 /H1118/H1118/H1118Company B Independent Taiwan, China 372 13.9%
3 /H1118/H1118/H1118Company C Captive South Korea 320 11.9%
4 /H1118/H1118/H1118Company D Independent Taiwan, China 233 8.7%
5 /H1118/H1118/H1118The Company Independent Chinese Mainland 115 4.3%
Source: Expert Interview, Frost & Sullivan
Ranking of Sales Volume of Smartphone AMOLED DDIC in Chinese mainland
In terms of the sales volume of smartphone AMOLED DDIC in Chinese mainland in 2024, the
Company ranked third among all market participants in Chinese mainland’s smartphone AMOLED
DDIC market, with a market share of 12.4%; In addition, the Company is also the largest Chinese
mainland-based supplier in Chinese mainland’s smartphone AMOLED DDIC market.
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Ranking Company Supplier type Headquarters address
Smartphone
AMOLED DDIC
sales volume
(million units) Market share
(%)
1 /H1118/H1118/H1118Company B Independent Taiwan, China 105 26.0%
2 /H1118/H1118/H1118Company D Independent Taiwan, China 75 18.6%
3 /H1118/H1118/H1118The Company Independent Chinese Mainland 50 12.4%
4 /H1118/H1118/H1118Company E (1) Independent Taiwan, China 48 11.9%
5 /H1118/H1118/H1118Company C Captive South Korea 45 11.1%
Source: Expert Interview, Frost & Sullivan
Note:
(1) Established in 2004, with around 1 thousand employees, it engages in the business of the development and
sales of DDIC, with products mainly applied in smartphones, digital cameras, GPS devices, automotive
displays, tablets, laptops, and LCD monitors. Its shares are listed on the TWSE.
Ranking of Sales Revenue of Smartphone AMOLED DDIC in Chinese mainland
In terms of the sales revenue of smartphone AMOLED DDIC in China in 2024, the Company
ranked fifth among all market participants in China’s smartphone AMOLED DDIC market, with a
market share of 10.5%; In addition, the Company is also the largest supplier based in Chinese
mainland in China’s smartphone AMOLED DDIC market.
Ranking Company Supplier type Headquarters address
Smartphone
AMOLED DDIC
sales revenue in
2024
(million US$) Market Share
(%)
1 /H1118/H1118/H1118Company B Independent Taiwan, China 273 26.0%
2 /H1118/H1118/H1118Company D Independent Taiwan, China 203 19.3%
3 /H1118/H1118/H1118Company C Captive South Korea 135 12.9%
4 /H1118/H1118/H1118Company E Independent Taiwan, China 134 12.8%
5 /H1118/H1118/H1118The Company Independent Chinese mainland 111 10.5%
Source: Expert Interview, Frost & Sullivan
Key Success Factors and Entry Barriers in Global and China’s AMOLED DDIC Market
 Collaboration with brand companies: In the field of AMOLED DDIC, certification by brand
companies not only reflects technical capability but also serves as a testament of the ability
to coordinate within the industry chain. This system leads to long certification cycles, deep
supply chain binding and high customer stickiness, resulting in new players lacking historical
cooperation track records and mass production experience.
 Industry know-how: The AMOLED DDIC market requires participants to continuously
update their industry knowledge, technology and understanding to respond to changes at any
time. New entrants who cannot establish technical expertise in the iteration of chip process
will find it difficult to break through from sample validation to mass delivery, making it
challenging to meet strict downstream customer requirements.
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 Accumulation of technology and talent: The industry has a high demand for specialized
talent, requiring high-quality professionals who are proficient in hardware and familiar with
software. Attracting and retaining such talent is extremely challenging, as these professionals
are currently concentrated overseas, and there is a limited number of top technical talents in
Chinese mainland. Companies that possess a large number of such talents create a talent
barrier.
THE MICRO-OLED DISPLAY BACKPLANES/DRIVERS MARKET
Introduction of Micro-OLED Display Backplanes/Drivers
Micro-OLED technology represents a significant advancement in display technology by
combining the strengths of semiconductor manufacturing processes, such as monocrystalline silicon
CMOS, with the attributes of OLED display technology. This integration results in distinct
advantages, including high pixel density, rapid response times, high contrast ratios, and rich color
saturation. Additionally, Micro-OLED displays are known for their slim profiles, low power
consumption, integration capabilities, and multifunctionality. They also help reduce visual fatigue
and offer a high degree of customizability. These benefits make Micro-OLED displays an ideal
choice for high-precision, small-size display applications such as XR devices. The use of
Micro-OLED technology can significantly enhance user experience and drive the evolution and
adoption of display technologies.
Micro-OLED display backplane/driver is one of the core components of the Micro-OLED
display system, tasked with controlling and driving the pixel illumination of the Micro-OLED
screen. Typically, Micro-OLED displays utilize monocrystalline silicon (CMOS) as the substrate
material. Through further manufacturing processes, OLED pixels are integrated onto the
monocrystalline silicon chip, achieving high pixel density and high-resolution display capabilities.
This approach not only ensures the display’s performance but also supports the miniaturization and
integration of the entire display system, which is essential for modern, compact electronic devices
that require high-quality visual output in a small form factor.
Downstream Analysis of Micro-OLED Display Backplanes/Drivers
 XR Devices: Micro-OLED technology is becoming the mainstream development direction of
display technology for VR and AR devices due to its excellent display performance. Compared
to Fast LCD, Micro-OLED achieves higher pixel density, fast response speed, thin and
lightweight design, and high contrast and color saturation.
 Thermal Imaging & Night Vision: Micro-OLED can operate over a wide temperature range,
which is important for thermal imaging equipment used in extreme temperature conditions. At
the same time, the high brightness and high contrast of Micro-OLEDs allow them to provide
clear vision at night or in low light environments, which is critical for night vision equipment.
 Electronic Viewfinder (EVF): Micro-OLED has a high pixel density and high contrast ratio,
which makes it better at displaying details and color levels for professional photography. At
the same time, the thinness and lightness of Micro-OLED make them more suitable for
integration into high-end cameras, helping to reduce the overall weight of the camera and
improve portability.
 Other downstream applications: such as in-vehicle HUDs, digital scopes and flight helmets.
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Global Market Size of Micro-OLED Display Backplanes/Drivers
Driven by the demand for downstream XR devices, the sales volume of global Micro-OLED
display backplane/driver has shown significant growth, increasing from 0.6 million units in 2020
to 2.5 million units in 2024, at a CAGR of 41.1%, and is expected to reach 26.7 million units by
2029, at a CAGR of 60.6%. In terms of downstream applications, XR devices are the most dominant
application, and is expected that future sales volume of Micro-OLED display backplane/driver in
the field of XR devices will reach 24.7 million units in 2029, with a CAGR of 75.9%. In terms of
revenue, the market has increased from USD6.6 million in 2020 to USD26.1 million in 2024, with
a CAGR of 41.0%. It is expected to reach US$176 million by 2029 with a CAGR of 46.4%. Among
it, XR devices increased from US$17.3 million in 2024, and is expected to reach US$164.4 million
in 2029 with a CAGR of 56.9%.
Sales Volume of Micro-OLED Display
Backplane/Driver, Globally
Sales Revenue of Global Micro-OLED Display
Backplane/Driver
3,542.4
3,990.3 3,708.8 3,710.9 3,869.1
3,854.7 3,835.4 3,854.6
24.7
0.2 1.3 1.4
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
0.6 1.0 1.4
1.0
1.9
1.0
2.5
4.0
5.5
8.4
14.2
26.7
4.0
1.7
6.7
2.12.1
12.2
2.6
0.8 0.9 1.5
Note: Others application include  Thermal Imaging & Night Vision,
electronic viewfinders, etc.
XR devices
others
CAGR 2020-2024 2024-2029E
Total 41.1% 60.6%
N/A 75.9%
13.2% 14.7%
0.90.5
Million, 2020-2029E
8.0
50.6
71.0
107.7
164.4
2.6 10.7 10.7
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
0.6 10.6 15.3
6.0
20.0
8.9
26.1
39.2
40.0
59.6
176.0
11.4 11.613.0
94.7
28.5
11.6 17.3
Note: Other applications include devices such as thermal imaging cameras, electronic viewfinders, etc.
XR devices
others
CAGR 2020-2024 2024-2029E
Global 41.0% 46.4%
/ 56.9%
7.6% 5.5%
8.49.2
Million US$, 2020-2029E
Source: Expert Interview, Frost & Sullivan
Sales Volume of Micro-OLED Display
Backplane/Driver in China
Sales Revenue of Micro-OLED Display
Backplane/Driver in China
0.3
4.0
6.3
11.0 20.2
0.1 0.6 0.7
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
0.2 0.4 0.7
0.4
1.1
0.5
1.6
2.7
3.3
5.4
21.4
0.8 1.11.1
9.9
2.10.7 1.1
Note: Other applications include devices such as thermal imaging cameras, electronic viewfinders, etc.
XR devices
others
CAGR 2020-2024 2024-2029E
China 64.0% 68.1%
/ 78.1%
20.6% 19.4%
0.40.3
Million, 2020-2029E
2.7
33.4
48.0
74.3
117.4
1.4 4.2
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
2.1 4.0 7.2
3.9
11.2
3.6
15.9
24.9
29.2
43.3
122.5
4.6 5.15.5
68.8
20.9
8.0 12.4
Note: Other applications include devices such as thermal imaging cameras, electronic viewfinders, etc.
XR devices
others
CAGR 2020-2024 2024-2029E
China 66.3% 50.4%
/ 56.9%
14.5% 7.3%
3.23.3
Million USD, 2020-2029E
4.0
Source: Expert Interview, Frost & Sullivan
In terms of sales volume, China’s Micro-OLED display backplane/driver market increased
from 0.2 million in 2020 to 1.6 million in 2024 with a CAGR of 64.0%. It is expected to reach 21.4
million in 2029 with a CAGR of 68.1%. Among it, XR devices increased from 1.1 million in 2024
to 20.2 million in 2029 with a CAGR of 78.1%. In terms of revenue, the market increased from
USD2.1 million in 2020 to USD15.9 million in 2024, with a CAGR of 66.3%. As the technology
gradually matures and production scales, the cost of manufacturing declines, leading to a
progressive reduction in the ASP of Micro-OLED display backplane/drivers. The downward
pressure on ASPs resulted in a relatively stabilized expectation for the market in 2024 to 2029. It
is forecasted to increase to USD122.5 million by 2029 with a CAGR of 50.4%. Among it, XR device
section is expected to increase to USD117.4 million in 2029.
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Key Drivers of Global Micro-OLED Display Backplane/Driver Market
Growing shipments of XR devices and increasing penetration of Micro-OLED in XR devices
applications. The shipment of XR devices increased from 10.7 million in 2020 to 19.6 million in
2024 with a CAGR of 16.3%. It is expected to increase to 255.4 million by 2029 with a CAGR of
67.1%. These devices require high-resolution and high refresh rate displays to provide immersive
and responsive experiences, which Micro-OLED technology is particularly adept at delivering. As
a result, the adoption of Micro-OLED displays in XR devices is on the rise, leading to a
corresponding increase in the need for specialized Micro-OLED display backplanes/drivers that can
effectively control and drive these advanced displays.
Improvements in semiconductor manufacturing processes. As the technology evolves, the ability
to integrate more functions and components onto a single chip improves, leading to more efficient
and powerful display drivers. This progress not only boosts the performance of Micro-OLED
displays in terms of resolution, color accuracy and power consumption by approximately 30%, but
also supports the development of innovative features. The emergence of new display technologies
such as quantum dot OLED, which can offer improved color gamut and brightness by approximately
50%, along with new driver architectures that integrate touch functionality, are creating additional
opportunities for the Micro-OLED display backplane/driver market.
Key Trends of Global Micro-OLED Display Backplane/Driver Market
Micro-OLED display backplane/driver will support 4K+ resolutions and higher pixel densities. As
XR devices demand more detailed and immersive visual experiences, the need for high-resolution
and high-pixel-density displays becomes critical. Micro-OLED technology, with its inherent
capabilities to provide sharp images and vibrant colors, is well-suited for these applications. The
support for 4K and higher resolutions will enable more detailed and lifelike visuals, while increased
pixel density will ensure clarity and smoothness even at closer viewing distances. Moreover,
stacked technology will allow for brighter displays. This is particularly important for XR devices,
which often operate in various lighting conditions, including outdoor environments. Brighter
displays ensure that the content remains visible and engaging regardless of the ambient light.
Micro-OLED display backplane/driver will integrate more functional modules. This integration
aims to achieve more compact designs and higher levels of system integration. By combining
multiple functions into a single chip, manufacturers can reduce the overall size and complexity of
electronic devices, making them more portable and efficient. Additionally, the inclusion of
advanced features like AI image enhancement will improve the visual quality and user experience
of Micro-OLED displays.
Micro-OLED will likely replace Fast LCD as the dominant XR display technology. As production
costs for Micro-OLEDs are expected to decrease, their inherent advantages will become more
prominent. Micro-OLEDs offer high brightness, low power consumption, and low latency, which
are critical for providing immersive and responsive XR experiences. These characteristics make
Micro-OLED an ideal choice for the next generation of XR devices. Starting from 2021, Micro
OLED displays had only 0.5 million shipment and takes 3.0% of the global XR device displays. It
further increased to 2.8 million shipment and a corresponding 14.5% of the total market. Its
penetration is anticipated to further increase to take 57.4% of the global market with an expected
shipment of 146.7 million. The anticipated reduction in production costs will make Micro-OLEDs
more accessible and competitive in the market, driving their adoption as the mainstream display
technology for XR applications.
Competitive Landscape of Global Micro-OLED Display Backplane/Driver Market
Due to significant technological barriers, the number of participants in the global Micro-
OLED display backplane/driver market is relatively limited, resulting in a high level of market
concentration. In terms of sales volume in 2024, the top two major market participants collectively
accounted for 94.7% of the market share.
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In terms of the sales volume of Micro-OLED display backplane/driver in 2024, the Company
ranked second among all participants in the global Micro-OLED display backplane/driver market,
holding a market share of 40.7%. The Company is also the largest independent and China-based
supplier in global Micro-OLED display backplane/driver market. In terms of sales revenue in 2024,
the top two market participants collectively accounted for 95.0% of the market share. The Company
ranked second among all participants in the global Micro-OLED display backplane/driver market,
holding a market share of 41.0%.
Ranking of Sales Volume of Global Micro-
OLED Display Backplane/Driver Market
Ranking Company
Supplier
type Headquarter
Sales volume of
Micro-OLED
display
backplane/driver
(million units)
Market
share
(%)
1 /H1118/H1118/H1118/H1118Company F (1) Captive Japan 1.4 54.0
2 /H1118/H1118/H1118/H1118The Company Independent Chinese
Mainland
1.0(2) 40.7
Ranking of Sales Revenue of Global Micro-
OLED Display Backplane/Driver Market
Ranking Company
Manufacturer
type
Headquarters
address
Sales revenue of
Micro-OLED
display
backplane/driver
(million US$)
Market
Share
(%)
1 /H1118/H1118/H1118Company F Captive Japan 14.1 54.0%
2 /H1118/H1118/H1118The
Company
Independent Chinese
Mainland
10.7 41.0%
Source: Expert Interview, Frost & Sullivan
Notes:
(1) A core division of a Japanese electronics giant which was established in 1946 and engages in the business of high-end
display. The shares of its parent company are listed on the Tokyo Stock Exchange and New Y ork Stock Exchange.
(2) For the convenience of comparison, different shipping forms are ranked as a unified unit on a as-converted basis.
In terms of sales volume in 2024 in China, the top two market participants collectively
accounted for 80.6% of the market share, the Company ranked the top among all participants in
China’s Micro-OLED display backplane/driver market, holding a market share of 63.7%. In terms
of sales revenue in 2024, the top two market participants collectively accounted for 82.9% of the
market share, the Company ranked the top among all participants in China’s Micro-OLED display
backplane/driver market, holding a market share of 65.9%.
Ranking of Sales Volume of China’s Micro-
OLED Display Backplane/Driver Market
Ranking Company
Manufacturer
type
Headquarters
address
Sales volume of
Micro-OLED
display
backplane/driver
(10,000 unit)
Market
Share
(%)
1 /H1118/H1118/H1118The
Company
Independent Chinese
Mainland
101.5 63.7%
2 /H1118/H1118/H1118Company F Captive Japan 27.0 16.9%
Ranking of Sales Revenue of China’s Micro-
OLED Display Backplane/Driver Market
Ranking Company
Manufacturer
type
Headquarters
address
Sales revenue of
Micro-OLED
display
backplane/driver
(million US$)
Market
Share
(%)
1 /H1118/H1118/H1118The
Company
Independent Chinese
Mainland
10.5 65.9%
2 /H1118/H1118/H1118Company F Captive Japan 2.7 16.9%
Source: Expert Interview, Frost & Sullivan
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Analysis of Historical Price Trends of Major Raw Materials
The price trend of the Company’s raw material, wafer, is overall stable, from 2022 to 2024,
the price of wafer was fluctuating within a range of 5%. The average wafer price of foundry services
for DDICs charged by the Chinese foundries are usually lower than those charged by the oversea
foundries by 10%-30% as a result of advancements of wafer manufacturing technologies and more
competitive pricing strategy adopted by Chinese foundries. Hence, wafer prices in China are
comparatively more competitive.
INDUSTRY OVERVIEW
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REGULATIONS AND POLICIES RELATING TO INTEGRATED CIRCUIT AND
INFORMATION INDUSTRY
The Outline for Promoting the Development of the National Integrated Circuit Industry ( ਷
), promulgated by the State Council on June 24, 2014 and came
into effect on the same date, states that the development goal of the integrated circuit industry is
to reach an advanced international standard in the major links of the integrated circuit industry
chain by 2030, with a number of enterprises entering the international first tier and achieving
leapfrog development. The main tasks and development priorities are to focus on the development
of the integrated circuit design industry, accelerate the development of the integrated circuit
manufacturing industry, enhance the development level of the advanced packaging and testing
industry, and make breakthroughs in the key equipment and materials for integrated circuits.
The Guiding Catalogue of Key Products and Services in Strategic Emerging Industries (2016
Edition) (ኬͦ፽(2016و)) promulgated by the National
Development and Reform Commission (the “ NDRC ”) on January 25, 2017, clarifies eight
industries in five major areas, which are further subdivided into 174 sub-directions under 40 key
directions and nearly 4,000 subdivided products and services. Among them are integrated circuit
chip products, new-type display devices, virtual reality head-mounted display devices and
augmented reality glasses.
The Catalogue for Guidance on Industrial Restructuring (2024 V ersion) (ኬ
ͦ፽(2024 ϋ͉)), promulgated by the NDRC which was most recently amended on December 27,
2023 and came into effect on February 1, 2024, categorizes the integrated circuit design and the
manufacturing of display panel components and specialized production equipment under the
encouraged category.
The Outline of the Plan for the Integrated Development of the Y angtze River Delta Region
(), which was issued by the Central Committee of the
Chinese Communist Party and the State Council on December 1, 2019 and became effective on the
same date, focuses on the ten key areas, among which is the integrated circuits, and calls for
accelerating the development of the integrated circuits industry chain, and the cultivation a number
of leading enterprises with international competitiveness.
To conscientiously implement the Outline of the Plan for the Integrated Development of the
Y angtze River Delta Region, the Ministry of Science and Technology and other five ministries and
commissions jointly promulgated the Program for the Construction of the G60 Science and
Technology Corridor in the Y angtze River Delta (ɧԉG60) (the “ G60
Program ”) on October 27, 2020. According to the G60 Program, the construction of Science and
Technology Corridor in the Y angtze River Delt should adhere to the combination of market
mechanism-led and industrial policy guidance, which shall jointly prepare the development plan of
advanced manufacturing industry, the strengthen of the synergistic and staggered development of
regional advantageous industries around several industries, among which is the integrated circuits,
the advancement of the upgrading of the industrial structure, the construction of a number of
national strategic emerging industry bases with global competitiveness, and the cultivation of a
number of leading enterprises with international competitiveness in the key fields.
The Several Policies to Promote the High-quality Development of the IC Industry and the
Software Sectors in the New Era (݁
ഄ), promulgated by the State Council on July 27, 2020 and came into effect on the same date,
launches a series of supporting policies in aspects of fiscal and taxation, investment and financing,
research and development, import and export, talents, intellectual property rights, market
application and international cooperation, to optimize the development environment of the
integrated circuit industry and software sectors, deepen international cooperation in the industry,
and enhance the industrial innovation capability and development quality.
REGULATORY OVERVIEW
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The Outline of the 14th Five-Y ear Plan for National Economic and Social Development of the
People’s Republic of China and Outlines of Objectives in Perspective of the Y ear 2035 ( ʕശɛ
ʞϋ஝ྌձ2035), promulgated by the
National People’s Congress on March 11, 2021 and came into effect on the same date, points out
the focus of key areas including high-end chips, operating systems, key artificial intelligence
algorithms, sensors, and the PRC shall speed up technology R&D, and make breakthroughs in basic
theories, basic algorithms, and equipment materials.
The Guiding Opinions on Accelerating the Cultivation and Development of High-
Quality Enterprises in the Manufacturing Industry (ኬจ
Ԉ, promulgated by the MIIT, the Ministry of Science and Technology, the MOF and other
departments on June 1, 2021 and came into effect on the same date, states that innovation
consortiums or strategic alliances for technological innovation shall be established through
high-quality enterprises, on the basis of which collaborative innovation shall be conducted and
efforts shall be doubled to make breakthroughs to key and core technologies, products and
equipment in the fields such as integrated circuits and demonstrate the applications in the aforesaid
field.
The Notice of “14th Five-Y ear Plan” for the Development of Digital Economy ( “ɤ̬ʞ”
) promulgated by the State Council on December 12, 2021 and came
into effect on the same date, specifies that during the “14th Five-Y ear Plan” period, the promotion
of digital industrialization should be accelerated. Strategic and forward-looking fields such as
integrated circuits, key software, and artificial intelligence should be focused on, the basic research
and development capabilities of digital technology should be improved, and the engineering and
industrialization of innovative technologies should be accelerated. Key and core technologies in the
fields of high-end chips, operating systems, industrial software, core algorithms and frameworks
should be broken through, and the integrated research and development of general-purpose
processors, cloud computing systems, and key software technologies should be strengthened. In
addition, the competitiveness of key links in the industrial chain should be improved, and the supply
chain systems of key industries such as 5G, integrated circuits, new energy vehicles, artificial
intelligence, and industrial internet should be improved.
REGULATIONS AND POLICIES RELATING TO NEW DISPLAY TECHNOLOGY
The Notice regarding Accelerating the Development of the Industrial Internet (પਗʈ
) promulgated by the General Office of the MIIT on March 6, 2020,
which became effective on the same date, states that industrial internet platforms shall be
encouraged to enhance the support capacity of new technologies such as 5G, artificial intelligence
(AI), blockchain and augmented reality (AR)/virtual reality (VR), and strengthen the integration of
digital functions throughout the whole process of design, production, operation, maintenance and
management.
The Notice of Issuing the Action Plan for the Integrated Development of Virtual Reality and
Industry Application (2022-2026) (ྌ(2022-2026 ϋ))
promulgated by the MIIT and other departments on October 28, 2022, which became effective on
the same date, states that by 2026, crucial breakthroughs in 3D, virtual-real integrated, immersive
audio-visual key technologies will be achieved; the next-generation humanoid virtual reality
terminal products will be continuously diversified, and the industrial ecosystem will be further
improved, so that the large-scale application of virtual reality will be realized in important
industries and fields; several key enterprises and industrial clusters with strong international
competitiveness will be established, thereby creating an industrial development pattern in which
technology, products, services, and applications all prosper.
REGULATORY OVERVIEW
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The Notice of Issuing the Guiding Opinions for Accelerating the High-Quality Development
of the Audio-Visual Electronic Industry (ኬจԈ)
promulgated by the MIIT and other departments on December 15, 2023, which became effective on
the same date, states that new audio-visual electronic consumption scenarios shall be created. By
relying on new display, ultra high-definition video, virtual reality, immersive audio, naked-eye 3D
and other emerging technical fields, enterprises shall be encouraged to participate in the
construction of smart city and other innovation scenarios and shall be supported in participating in
tackling of key problems in innovation application scenarios.
The Implementation Opinions on Promoting the Innovative Development of Industries of the
Future (จԈ) promulgated by the MIIT and other six
departments on January 18, 2024, which became effective on the same date, states that the research
on, among other things, quantum dot displays and holographic displays shall be accelerated;
breakthroughs shall be made in developing Micro-LED, laser, printing, and other display
technologies; large-scale application and barrier-free, fully flexible, and 3D display effects shall be
achieved; the adoption of these technologies in scenarios such as smart devices, intelligent
connected vehicles, remote connectivity, and cultural content presentation shall be expedited.
Notice of Issuing the Upgraded Plan for the “Sailing” Initiative to Scale Up 5G Applications
(5G஝ᅼʷᏐ͜“౮ω”) promulgated by the MIIT and other eleven departments
on November 22, 2024, which became effective on the same date, states that terminal manufacturers
shall accelerate the advancement of mobile phones to support ultra-high-definition video display,
and the integration of 5G with artificial intelligence, virtual reality, and other technologies shall be
promoted to explore new methods of content production, distribution, and experience.
REGULATIONS ON FOREIGN INVESTMENT
The establishment, operation and management of companies in the PRC are mainly governed
by the Company Law of the PRC () (the “ PRC Company Law ”), which
was promulgated by the Standing Committee of the NPC (the “ SCNPC ”) on December 29, 1993 and
came into effect on July 1, 1994. The PRC Company Law was amended on December 25, 1999,
August 28, 2004, October 27, 2005, December 28, 2013, October 26, 2018, and December 29, 2023
respectively. The latest revised PRC Company Law came into effect on July 1, 2024. The currently
effective PRC Company Law applies to both PRC domestic companies and foreign-invested
companies. The investment activities in the PRC conducted by foreign investors are also governed
by the Foreign Investment Law of the PRC () (the “ Foreign
Investment Law ”), which was approved by the National People’s Congress on March 15, 2019,
along with the Implementing Rules of the PRC Foreign Investment Law ( ʕശɛ͏΍ձ਷̮ਠҳ
ૢԷ) (the “ Implementing Rules of Foreign Investment Law ”) promulgated by the
State Council on December 26, 2019, and the Interpretations of the Supreme People’s Court on
Several Issues Concerning the Application of the Foreign Investment Law of the PRC ( ௰৷ɛ͏
ቇ͜<ج>༆ᙑ) (the “ Foreign Investment Law
Interpretation ”) promulgated by the Supreme People’s Court on December 26, 2019, all of which
took effect on January 1, 2020.
Pursuant to the Foreign Investment Law, “foreign investments” refer to investment activities
conducted by foreign investors (including foreign natural persons, foreign enterprises or other
foreign organizations) directly or indirectly in the PRC, which include any of the following
circumstances: (i) foreign investors setting up foreign-invested enterprises in the PRC solely or
jointly with other investors, (ii) foreign investors obtaining shares, equity interests, property
portions or other similar rights and interests of enterprises within the PRC, (iii) foreign investors
investing in new projects in the PRC solely or jointly with other investors, and (iv) investment in
other methods as specified in laws, administrative regulations, or as stipulated by the State Council.
The Implementing Rules of Foreign Investment Law introduce a see-through principle and further
provide that foreign-invested enterprises that invest in the PRC shall also be governed by the
Foreign Investment Law and its implementing rules.
REGULATORY OVERVIEW
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The Foreign Investment Law and the Implementing Rules of Foreign Investment Law provide
that a system of pre-entry national treatment and negative list shall be applied to the administration
of foreign investment, where “pre-entry national treatment” means that the treatment given to
foreign investors and their investments at market access stage shall be no less favorable than that
given to domestic investors and their investments except for the foreign investments in the
“restricted” or “prohibited” fields or industries, and “negative list” means the special administrative
measures for foreign investment’s access to the foregoing “restricted” or “prohibited” fields or
industries. Foreign investment beyond the negative list will be granted national treatment. In the
meantime, relevant competent government departments have formulated a catalog of industries for
which foreign investments are encouraged according to the needs for national economic and social
development, to list the specific industries, fields and regions in which foreign investors are
encouraged and guided to invest. According to the Encouraged Industry Catalogue for Foreign
Investment (2022 version) promulgated by the NDRC and the MOFCOM on October 26, 2022 and
became effective on January 1, 2023, industry of integrated circuit design is categorized under the
encouraged category.
Pursuant to the Foreign Investment Law and the Implementing Rules of Foreign Investment
Law, and the Information Reporting Measures for Foreign Investment ()
jointly promulgated by the MOFCOM and the SAMR, which took effect on January 1, 2020, a
foreign investment information reporting system shall be established and foreign investors or
foreign-invested enterprises shall report investment information to competent commerce
departments of the government through the enterprise registration system and the enterprise credit
information publicity system.
On December 19, 2020, the NDRC and the MOFCOM promulgated the Measures on the
Security Review of Foreign Investment (), which came into effect on
January 18, 2021, setting forth provisions concerning the security review mechanism on foreign
investment, including the types of investments subject to review, the scopes of review and
procedures to review, among others.
REGULATIONS ON OVERSEAS INVESTMENT
Pursuant to the Administrative Measures for Outbound Investment ()
promulgated by the MOFCOM on September 6, 2014 and implemented on October 6, 2014, the
MOFCOM and provincial competent commerce authorities shall carry out administration either by
record-filing or approval, depending on different circumstances of outbound investment by
enterprises. Outbound investment by enterprises that involves sensitive countries and regions or
sensitive industries shall be subject to administration by approval. Outbound investment by
enterprises that fall in any other circumstances shall be subject to administration by record-filing.
Pursuant to the Administrative Measures for Outbound Investment of Enterprises ( Άุྤ
) promulgated by the NDRC on December 26, 2017 and implemented on March
1, 2018, a domestic enterprise making an outbound investment shall obtain approval or conduct
record-filing for outbound investment projects, report relevant information, and cooperate with the
supervision and inspection. Sensitive projects carried out by domestic enterprises directly or
through overseas enterprises controlled by them shall be subject to approval, specifically, including
projects involving sensitive countries and regions and sensitive industries. Non-sensitive projects
directly carried out by domestic enterprises, namely, non-sensitive projects involving domestic
enterprises’ direct contribution of assets or rights and interests or provision of financing or
guarantee shall be subject to record-filing.
REGULATIONS ON HOUSE LEASING
Pursuant to the Law on Administration of Urban Real Estate of the PRC ( ʕശɛ͏΍ձ਷
), which was promulgated by the SCNPC on July 5, 1994 and last revised on
August 26, 2019, in case of house leasing, the lessor and lessee are required to enter into a written
REGULATORY OVERVIEW
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--- page 96 ---
lease contract, containing such provisions as the leasing term, usage, rental and repair liabilities, as
well as other rights and obligations of both parties, and go through registration and filing
procedures with the real estate administration department.
On December 1, 2010, the Ministry of Housing and Urban-Rural Development promulgated
the Administrative Measures on Leasing of Commodity Housing (),
which became effective on February 1, 2011. According to such measures, the lessor and the lessee
are required to complete property leasing registration and filing formalities within 30 days from
execution of the property lease contract with the development authorities or real estate authorities
of the municipality or county where the leased property is located. If a company fails to do as
aforesaid, it may be ordered to rectify within a stipulated period, and if such company fails to
rectify, a fine ranging from RMB1,000 to RMB10,000 may be imposed.
According to the Interpretation of the Supreme People’s Court on Several Issues concerning
the Application of Law in the Trial of Cases about Disputes Over Lease Contracts on Urban
Buildings (2020 version) (ʍ
༆ᙑ(2020͍)), which became effective on January 1, 2021, where the ownership of a
leased property changes during the period when the lessee is in possession in accordance with the
leasing contract, and the lessee claims continued performance of the original leasing contract by the
transferee of the property, the people’s court shall support the claim, unless the leased property falls
under certain circumstances, or the parties agree otherwise.
REGULATIONS ON INTELLECTUAL PROPERTY RIGHTS
Patent
Pursuant to the Patent Law of the PRC () (the “ Patent Law ”)
promulgated by the SCNPC on March 12, 1984, which was most recently amended on October 17,
2020 and came into effect on June 1, 2021, and the Implementation Rules of the Patent Law of the
PRC () (the “ Implementation Rules of the Patent Law ”)
promulgated by the State Council on June 15, 2001, which was most recently amended on December
11, 2023 and came into effect on January 20, 2024, there are three types of patents in the PRC,
“invention”, “utility model” and “design”. Invention patents are valid for twenty years, while design
patents are valid for fifteen years and utility model patents are valid for ten years, from the date of
filling application.
Trademark
In accordance with the Trademark Law of the PRC () (the
“Trademark Law ”) which was promulgated by the SCNPC on August 23, 1982, and was most
recently amended on April 23, 2019 and came into effect on November 1, 2019, and the
Implementation Regulations for the Trademark Law of the PRC (ૢ
Է) which was promulgated by the State Council on August 3, 2002, and was amended on April
29, 2014 and came into effect on May 1, 2014, registered trademarks in the PRC include commodity
trademarks, service trademarks, collective trademarks and certification trademarks.
The Trademark Office of China National Intellectual Property Administration (the
“Trademark Office ”) is responsible for the registration and administration of trademarks
throughout the PRC and grants a term of ten years to registered trademarks. Trademarks are
renewable every ten years where a registered trademark needs to be used after the expiration of its
validity term. A registration renewal application shall be filed within twelve months prior to the
expiration of the term.
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Copyright
In accordance with the Copyright Law of the PRC () which was
promulgated by the SCNPC on September 7, 1990, and was most recently amended on November
11, 2020 and came into effect on June 1, 2021, and the Implementation Regulations of the PRC
Copyright Law (ૢԷ) promulgated by the State Council on
August 2, 2002, last amended on January 30, 2013 and came into effect on March 1, 2013, Chinese
citizens, legal persons, or other organizations shall, whether published or not, be entitled to
copyrights in their works, which include, among others, works of literature, art, natural science,
social science, engineering technology and computer software.
Designs of Integrated Circuits Layout
According to the Regulations on the Protection of Integrated Circuit Layout Designs ( ණϓ
ᚐૢԷ) (the “ Regulations on the Protection ”) promulgated by the State
Council on April 2, 2001 and came into effect on October 1, 2001, the owner of an integrated circuit
layout design has exclusive rights to the design in accordance with the provisions of the Regulations
on the Protection. The exclusive rights to the layout designs arise upon registration with the
intellectual property administration department of the State Council, and layout designs that have
not been registered are not protected by the Regulations on the Protection. The protection period for
the exclusive rights of a layout design is 10 years, starting from the date of application for
registration of the design or from the date of putting it into commercial exploitation anywhere in
the world for the first time, whichever is earlier. However, regardless of whether or not a layout
design is registered or commercially used, it is no longer protected by the Regulations on the
Protection 15 years after the date of completion of the layout design.
Computer Software
The Regulations on the Protection of Computer Software (ᚐૢԷ)
promulgated by the State Council on December 20, 2001, which was most recently amended on
January 30, 2013 and came into effect on March 1, 2013, provide that the PRC citizen, legal person
or other organization is entitled to the copyright of the software that such person, entity or
organization develops, whether the software is released publicly or not.
The Computer Software Copyright Registration Measures (),
promulgated by the National Copyright Administration (ᛆ҅) on February 20, 2002 and last
amended on June 18, 2004, regulate registrations of software copyrights, exclusive licensing
contracts for software copyrights and assignment agreements. The National Copyright
Administration administers software copyrights registration, and China Copyright Protection Center
(ᚐʕː) is designated as the software registration authority. China Copyright Protection
Center grants registration certificates to the computer software copyrights applicants which meet
the relevant requirements.
Domain Name
In accordance with the Administrative Measures on Internet Domain Names ( ʝᑌၣਹΤ၍
) which was promulgated by the MIIT on August 24, 2017 and came into effect on
November 1, 2017, domain name registrations are handled through domain name service agencies
established under the relevant regulations, and applicants become domain name holders upon
successful registration. Domain name registration follows a “first come, first file” principle as well.
REGULATIONS ON PRODUCT QUALITY
According to the Product Quality Law of the PRC ()
promulgated by the SCNPC on February 22, 1993 and last amended on December 29, 2018, the
market supervision and administration department under the State Council is in charge of the
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national supervision of product quality, a manufacturer is prohibited from producing or selling
products that do not meet applicable standards and requirements for safeguarding human health and
ensuring human and property safety. Products must be free from unreasonable dangers threatening
human and property safety. Where a defective product causes physical injury to a person or property
damage, the aggrieved party may make a claim for compensation from the producer or the seller of
the product. Producers and sellers of non-compliant products may be ordered to cease the
production or sale of the products and could be subject to confiscation of the products and/or fines.
Earnings from sales in contravention of such standards or requirements may also be confiscated,
and in severe cases, an offender’s business license may be revoked.
REGULATIONS ON IMPORT AND EXPORT
The Foreign Trade Law of the PRC () was promulgated by the
SCNPC on May 12, 1994, which was most recently amended on December 30, 2022 and came into
effect on the same date. Before December 30, 2022, any foreign trade business operator engaged
in the import and export of goods or technologies must go through the record filing and registration
formalities with the MOFCOM (formerly known as the Ministry of Foreign Trade and Economic
Cooperation) or the agency entrusted by the MOFCOM, however, according to the latest
amendment, such record filing and registration formalities are no longer required from December
30, 2022.
Pursuant to the Customs Law of the PRC () adopted by the
SCNPC on January 22, 1987, which was most recently amended on April 29, 2021 and came into
effect on the same date, the General Administration of Customs of the PRC (the “ GACC ”) is the
state’s entry and exit customs supervision and administration authority. The consignee or the
consignor of imports or exports may complete the declaration formalities for inspection on its own
or by entrusting a declaration agency enterprise to complete the declaration formalities for
inspection and complete the filing formalities with the immigration inspection and quarantine
authorities in accordance with the law.
According to the Provisions on the Administration of Recordation of Customs Declaration
Entities of the PRC () promulgated by the GACC
on November 19, 2021 and came into effect on January 1, 2022, consignees or consignors of
imports and exports and customs declaration enterprises applying for filing shall obtain market
entity qualification; in the case of consignees or consignors of imports and exports applying for
filing, they shall also complete filing formalities for foreign trade business operators.
According to the Regulations on the Administration of Import and Export of Goods of the PRC
(ආ̈ɹ၍ଣૢԷ), promulgated by the State Council on December 10,
2001 and last amended on March 10, 2024, which took effect on May 1, 2024, trade activities that
import goods into or export goods from China’s customs territory shall comply with these
regulations. Goods that are prohibited from import and export shall not be imported or exported;
goods that are restricted from import and export shall be subject to licensing or quota management;
and goods that can be freely imported and exported shall not be restricted. Import and export
operators shall go through customs clearance procedures with the relevant import and export
licenses or import and export quota licenses.
REGULATIONS ON TAXATION
Enterprise Income Tax
The EIT Law and the Implementation Rule for the Enterprise Income Tax Law of the PRC
(ૢԷ) which was enacted on December 6, 2007 by the State
Council and became effective on January 1, 2008, and last amended on December 6, 2024, are the
principal law and regulation governing enterprise income tax in the PRC. According to the EIT Law
and its implementation rules, enterprises are classified into resident enterprises and non-resident
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enterprises. Resident enterprises refer to enterprises that are legally established in the PRC, or are
established under foreign laws but whose actual management bodies are located in the PRC.
Non-resident enterprises refer to enterprises that are legally established under foreign laws and have
set up institutions or sites in the PRC but with no actual management body in the PRC, or
enterprises that have not set up institutions or sites in the PRC but have derived incomes from the
PRC. A uniform income tax rate of 25% applies to all resident enterprises and non-resident
enterprises that have set up institutions or sites in the PRC to the extent that such incomes are
derived from their set-up institutions or sites in the PRC, or such income is obtained outside the
PRC but have an actual connection with the set-up institutions or sites. And non-resident enterprises
that have not set up institutions or sites in the PRC or have set up institutions or sites but the
incomes obtained by the said enterprises have no actual connection with the set-up institutions or
sites, shall pay enterprise income tax at the rate of 10% in relation to their income sources from the
PRC.
Value-Added Tax
The major PRC Law governing V A T are the Interim Regulations on V alue-added Tax of the
PRC (೼ᅲБૢԷ) issued on December 13, 1993 by the State Council, and
last revised and became effective on November 19, 2017, as well as the Implementation Rules for
the Interim Regulations on V alue-Added Tax of the PRC (୚
) issued on December 25, 1993 by the MOF, last revised on October 28, 2011, and became
effective on November 1, 2011, which provides that any entities and individuals engaged in the sale
of goods, supply of processing, repair and replacement services, and import of goods within the
territory of the PRC are taxpayers of V A T and shall pay the V A T in accordance with the law and
regulation. The rate of V A T for sale of goods is 17% unless otherwise specified. With the V A T
reforms in the PRC, the rate of V A T has been changed several times. The MOF and the STA issued
the Notice of on Adjusting V A T Rates (Cai Shui [2018] No. 32) (
(ৌ೼[2018]32 ໮)) on April 4, 2018 to adjust the tax rates of 17% and 11% applicable to any
taxpayer’s V A T taxable sale or import of goods to 16% and 10%, respectively, and this adjustment
became effect on May 1, 2018. Subsequently, the MOF, the STA and the General Administration of
Customs jointly issued the Announcement on Relevant Policies for Deepening the V A T Reform
(ʮѓ) on March 20, 2019 to make a further adjustment, which
came into effect on April 1, 2019. The tax rate of 16% applicable to the V A T taxable sale or import
of goods shall be adjusted to 13%, and the tax rate of 10% applicable thereto shall be adjusted to
9%. On December 25, 2024, the SCNPC promulgated the V alue-Added Tax Law of the PRC ( ʕ
), which became effective on January 1, 2026 and replaced the Interim
Regulations on V alue-added Tax of the PRC.
REGULATIONS ON EMPLOYMENT AND SOCIAL WELFARE
Employment
The major PRC laws and regulations that govern employment relationship are the Labor Law
of the PRC () promulgated by the SCNPC on July 5, 1994, which was
most recently amended and came into effect on December 29, 2018, the Labor Contract Law of the
PRC () promulgated by the SCNPC on June 29, 2007, which was
last amended on December 28, 2012 and came into effect on July 1, 2013, and the Implementation
Rules of the Labor Contract Law of the PRC (ૢԷ)
promulgated by the State Council on September 18, 2008 and came into effect on the same date.
Pursuant to the aforementioned laws and regulations, labor relationships between employers and
employees must be executed in written forms. These series of laws and regulations set out specific
provisions concerning the execution, the terms and the termination of a labor contract, and the
rights and obligations of the employees and employers, respectively. Wages may not be lower than
the local minimum wage level. Employers must establish a system for labor safety and sanitation,
strictly abide by state standards and provide relevant training to their employees. At the time of
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hiring, the employers shall truthfully inform the employees of the scope of work, working
conditions, working place, occupational hazards, work safety, salary, and other matters which the
employees request to be informed about.
Social Insurance and Housing Fund
Employers in the PRC are required to contribute, for and on behalf of their employees, to a
series of social insurance funds, including funds for pension, unemployment insurance, medical
insurance, work-related injury insurance, maternity insurance, and housing fund. These payments
are made to local administrative authorities and employers who fail to contribute may be fined and
be ordered to make up for the outstanding contributions. The various laws and regulations that
govern the employers’ obligations to contribute to the social insurance funds include the Social
Insurance Law of the PRC (), which was promulgated by the
SCNPC on October 28, 2010, and was amended with immediate effect on December 29, 2018, the
Interim Regulations on the Collection and Payment of Social Insurance Premiums (ᎈ൬
ᅄᖮᅲБૢԷ), which was promulgated by the State Council on January 22, 1999, and was
amended with immediate effect on March 24, 2019, the Regulations on Work-related Injury
Insurance (ᎈૢԷ), which was promulgated by the State Council on April 27, 2003, and
was amended on December 20, 2010, and the Regulations on Management of the Housing Fund
(၍ଣૢԷ), which was promulgated by the State Council on April 3, 1999, and was
most recently amended with immediate effect on March 24, 2019.
REGULATIONS ON FOREIGN EXCHANGE ADMINISTRATION
The legal currency of the PRC is Renminbi, which is currently subject to foreign exchange
regulation and cannot be freely converted into foreign currency. The SAFE with the authorization
of the PBOC, is empowered with the functions of administering all matters relating to foreign
exchange, including the enforcement of foreign exchange regulations.
On January 29, 1996, the State Council promulgated the Regulations of the PRC Foreign
Exchange Administration ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ) (the “ Foreign Exchange
Regulations ”) which became effective on April 1, 1996. The Foreign Exchange Regulations
classify all international payments and transfers into current items and capital items. Most of the
current items are no longer subject to SAFE’s approval, while capital items remain unchanged. The
Foreign Exchange Regulations were subsequently amended on January 14, 1997 and August 5,
2008. The latest amendment to the Foreign Exchange Regulations clearly states that no restriction
will be imposed on international current payments and transfers.
On August 5, 2008, the State Council promulgated the revised Foreign Exchange Regulations,
which have made substantial changes to the foreign exchange supervision system of the PRC. First,
the regulations have adopted an approach of balancing the inflow and outflow of foreign exchange.
Foreign exchange income received overseas can be repatriated or deposited overseas, and foreign
exchange and settlement funds under the capital account are required to be used only for purposes
as approved by the competent authorities and foreign exchange administrative authorities; second,
the regulations have improved the RMB exchange rate floating system based on market supply and
demand under management; third, in the event that international balance of payment suffer or may
suffer a material misbalance, or the national economy encounters or may encounter a severe crisis,
the State may adopt necessary safeguard or control measures against international balance of
payment; fourth, the regulations have enhanced the supervision and administration of foreign
exchange transactions and grant extensive authorities to SAFE to enhance its supervisory and
administrative powers.
According to the relevant laws and regulations in the PRC, PRC enterprises which need
foreign exchange for current item transactions may, without the approval of the foreign exchange
administrative authorities, effect payment through foreign exchange accounts opened at designated
banks that carry foreign exchange business, on the strength of valid receipts and proof. Foreign
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investment enterprises which need foreign exchange for the distribution of profits to their
shareholders and PRC enterprises which, in accordance with regulations, are required to pay
dividends to their shareholders in foreign exchange may, after paying taxes in according to the law,
on the strength of resolutions of the board of directors or resolutions of shareholders on the
distribution of profits, effect payment from foreign exchange accounts opened at designated banks
that carry foreign exchange business, or effect exchange and payment at designated banks.
Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration of
Overseas Listing (Hui Fa [2014] No. 54) ((ි೯ [2014]54
໮)) issued by SAFE and became effective on December 26, 2014, a domestic company shall, within
15 business days of the date of the end of its overseas listing issuance, register the overseas listing
with the branch office of SAFE located at its registered address; the proceeds from an overseas
listing of a domestic company may be repatriated to China or deposited overseas, provided that the
intended use of the proceeds shall be consistent with the content of the prospectus document or
other public disclosure documents. A domestic company (except for bank financial institutions)
shall present its certificate of overseas listing to open a dedicated foreign exchange account at a
domestic bank for its initial public offering (or follow-on offering) and repurchase business to
handle the exchange, remittance and transfer of funds for the business concerned.
According to the Notice on Further Simplifying and Improving Policies for the Foreign
Exchange Administration of Direct Investment (Hui Fa [2015] No. 13) (ආɓӉᔊʷձҷආ
(ි೯[2015]13 ໮)) promulgated by SAFE on February 13, 2015
and became effective on June 1, 2015, and partially repealed on December 30, 2019, the foreign
exchange registration under domestic direct investment and the foreign exchange registration under
overseas direct investment shall be directly examined and handled by banks. SAFE and its branch
offices shall indirectly regulate the foreign exchange registration of direct investment through
banks.
According to the Notice on Further Facilitating Cross-border Trade and Investment (Hui Fa
[2019] No. 28) ( (ි೯[2019]28 ໮)) issued by the
SAFE on October 23, 2019 and implemented on the same date, which was last amended on
December 4, 2023, restrictions have been removed on the use of capital funds by non-investment
foreign-invested enterprises for domestic equity investment. In addition, restrictions have also been
removed on the use of funds in domestic asset realization accounts for foreign exchange settlement
and the use of security deposits for foreign exchange settlement by foreign investors. Eligible
enterprises in pilot areas are allowed to use capital funds, foreign debt, overseas listings and other
income under capital items for domestic payments without providing the banks with proofs of
authenticity in advance, provided that their use of funds shall be genuine and in compliance with
the current regulations governing the use of income from capital items.
REGULATIONS RELATED TO CYBER SECURITY AND DATA SECURITY
The PRC government has proposed or promulgated a number of new measures and regulations
in recent years regarding cybersecurity and data security.
On July 1, 2015, the SCNPC issued the National Security Law of the PRC ( ʕശɛ͏΍ձ
), (the “ National Security Law ”) which came into effect on the same day. The
National Security Law provides that the PRC shall build a network and information security
guarantee system and improve network and information security protection capability to realize the
controllable security of the network and information key technologies and critical infrastructure and
the information systems and data in important fields. In addition, a national security review and
supervision system is required to be established to review, among other things, foreign investment,
key technologies and network information technology products and services and other important
activities that impact or are likely to impact the national security of the PRC.
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On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the PRC ( ʕശ
) (the “ Cybersecurity Law ”), which came into effect on June 1, 2017.
The Cybersecurity Law applies to the construction, operation, maintenance, and use of networks as
well as the supervision and administration of cybersecurity in China. Network service providers
who do not comply with the Cybersecurity Law may be subject to corrective orders, warnings, fines,
suspension of their businesses, shutdown of their websites, and revocation of their business
licenses.
On June 10, 2021, the SCNPC promulgated the Data Security Law of the PRC ( ʕശɛ͏
) (the “ Data Security Law ”), which took effect on September 1, 2021. The
Data Security Law provides for data security on entities and individuals carrying out data
processing activities. The Data Security Law also introduces a data classification and layered
protection system based on the importance of data in economic and social development, as well as
the degree of harm it will cause to national security, public interests, or legitimate rights and
interests of individuals or organizations when such data is tampered with, destroyed, leaked, or
illegally acquired or used. The appropriate level of protection measures is required to be taken for
each respective category of data. Violation of the Data Security Law may be subject to an order to
cease illegal activities, warnings, fines, suspension of business and revocation of business licenses
or operating permits, and the personnel directly in charge or other directly responsible personnel
may be imposed with fines.
On July 30, 2021, the State Council promulgated the Regulations on the Protection of the
Security of Critical Information Infrastructure (ᚐૢԷ), which
became effective on September 1, 2021. According to the regulations, a “critical information
infrastructure” refers to an important network facility and information system in important
industries such as, among others, public communications, and information services, as well as other
important network facilities and information systems that may seriously endanger national security,
the national economy, the people’s livelihood, or the public interests in the event of damage, loss
of function, or data leakage. The competent authorities shall inform the relevant operators in a
timely manner if such operators are determined as the critical information infrastructure operators.
On December 28, 2021, the Cyberspace Administration of China (the “ CAC”), together with
certain other PRC governmental authorities, promulgated the Cybersecurity Review Measures ( ၣ
) that replaced the previous version and took effect from February 15, 2022.
Pursuant to these measures, the purchase of network products and services by a critical information
infrastructure operator or the data processing activities of a network platform operator that affect
or may affect national security will be subject to a cybersecurity review. In addition, network
platform operators with personal information of over one million users shall be subject to
cybersecurity review before listing abroad ( ਷̮ɪ̹). The competent governmental authorities
may also initiate a cybersecurity review against the operators if the authorities believe that the
network product or service or data processing activities of such operators affect or may affect
national security. The Cybersecurity Review Measures provide that the relevant violators shall be
subject to legal consequences in accordance with the Cybersecurity Law and the Data Security Law.
On September 24, 2024, the CAC promulgated The Regulation on Network Data Security
Management ( ၣഖᅰኽτΌ၍ଣૢԷ), which became effective on January 1, 2025. The
regulation aims to regulate network data processing activities, ensure the security of network data,
promote the reasonable and effective use of network data in accordance with the law, protect the
legitimate rights and interests of individuals and organizations, and safeguard national security and
public interests. This regulation puts forward general requirements and provisions for network data
security, further specifies rules concerning personal information protection, and fine-tunes
mechanisms for the management of important data.
In the meantime, the PRC regulatory authorities have also enhanced the supervision and
regulation on cross-border data transfer.
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On July 7, 2022, the CAC promulgated the Measures for the Security Assessment of
Cross-Border Data Transfer (), which took effect on September 1, 2022.
These measures require that to provide data abroad, a data processor falling under any of the
following circumstances shall, through the local cyberspace administration at the provincial level,
apply to the CAC for security assessment of outbound data: (i) where a data processor provides
critical data abroad; (ii) where a critical infrastructure operator or a data processor processing the
personal information of more than one million people provides personal information abroad; (iii)
where a data processor has provided personal information of 100,000 individuals or sensitive
personal information of 10,000 individuals in total abroad since January 1 of the previous year; and
(iv) other circumstances prescribed by the CAC for which declaration for security assessment for
outbound data transfers is required.
REGULATIONS ON ANTI-UNFAIR COMPETITION AND ANTI-MONOPOLY
Anti-unfair Competition
Pursuant to the Anti-unfair Competition Law of the PRC (ن
), promulgated by the SCNPC on September 2, 1993, which was most recently amended with
immediate effect on April 23, 2019, unfair competition refers to that the operator disrupts the
market competition order and damages the legitimate rights and interests of other operators or
consumers in violation of the provisions set forth therein in its production and operating activities.
Operators shall abide by the principle of voluntariness, equality, impartiality, integrity, as well as
laws and business ethics during production and operating activities.
Anti-Monopoly
Pursuant to the Anti-monopoly Law of the PRC () (the
“Anti-monopoly Law ”) promulgated by the SCNPC on August 30, 2007, which was most recently
amended on June 24, 2022 and became effective on August 1, 2022, the monopolistic practices
include any monopoly agreement reached by any operators, abuse of market-dominating position by
any operators and any concentration of operators which has eliminated or limited or may eliminate
or limit the market competition. Specifically, competing business operators may not enter into
monopoly agreements that eliminate or restrict competition, such as by boycotting transactions,
fixing or changing the price of commodities, limiting the output of commodities, dividing the sales
markets or the raw material supply markets, unless the agreement will satisfy the exemptions under
the Anti-Monopoly Law, such as improving technologies, increasing the efficiency and
competitiveness of small and medium-sized enterprises, or safeguarding legitimate interests in
cross-border trade and economic cooperation with foreign counterparts.
REGULATIONS RELATED TO OVERSEAS SECURITIES OFFERING AND LISTING AND
FULL CIRCULATION
On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures. The
Overseas Listing Trial Measures reformed the regulatory regime for overseas securities offering and
listing by domestic companies, into a filing-based system. Pursuant to the Overseas Listing Trial
Measures, no overseas offering and listing shall be made under any of the following circumstances:
(i) where such securities offering and listing is explicitly prohibited by provisions in laws,
administrative regulations and relevant state rules; (ii) where the intended securities offering and
listing may endanger national security as reviewed and determined by competent authorities under
the State Council in accordance with law; (iii) where the domestic company intending to make the
securities offering and listing, or its controlling shareholder(s) and the actual controller, have
committed crimes such as corruption, bribery, embezzlement, misappropriation of property or have
undermined the order of socialist market economy during the latest three years; (iv) the domestic
company intending to make the securities offering and listing is currently under investigation for
suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has
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yet been made thereof; or (v) there are material ownership disputes over equity held by the domestic
company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the
controlling shareholder(s) and/or actual controller.
Initial public offerings or listings in overseas markets shall be filed with the CSRC within
three business days after the relevant application is submitted overseas. The Overseas Listing Trial
Measures also require subsequent reports to be filed with the CSRC upon the occurrence of any of
the material events after an issuer has offered and listed securities in an overseas market, such as
(i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory
agencies or other relevant competent authorities; (iii) change of listing status or transfer of listing
segment; (iv) voluntary or mandatory delisting. Where an issuer’s main business undergoes material
changes after overseas offering and listing and is therefore beyond the scope of business stated in
the filing documents, such issuer shall submit to the CSRC an ad hoc report and a relevant legal
opinion issued by a domestic law firm within three business days after occurrence of the changes.
Furthermore, according to the Overseas Listing Trial Measures and their related guidelines,
“Full circulation” represents the shareholders of domestic unlisted shares of domestic companies,
which directly offer and list securities in overseas markets, converting its domestic unlisted shares
into shares listed and traded on an overseas trading venue. The term “domestic unlisted shares”
refers to shares offered by a domestic company but not listed or quoted for trading on any domestic
trading venues. “Full circulation” shall comply with relevant regulations of the CSRC and the
shareholders of domestic unlisted shares shall entrust the domestic company to report the “Full
circulation” with CSRC by filing materials on certain key issues, including whether the “Full
circulation” has fulfilled adequate internal decision-making procedures, necessary internal
approvals and authorizations, and whether the “Full circulation” involves approval or filing
procedures set out in the laws, regulations and policies for state-owned asset administration,
industry supervision and foreign investment, and if so, whether such approval or filing procedures
have been performed.
Failure to fulfill filing procedures or offering and listing securities in an overseas market in
violation of the forgoing prohibitive provisions may subject PRC domestic companies to order
rectification, warnings and a fine of RMB1 million to RMB10 million. Controlling shareholders and
actual controllers of the domestic company that organize or instruct the aforementioned violations
shall be imposed a fine of RMB1 million to RMB10 million. Directly liable persons-in-charge and
other directly liable persons shall be each imposed a fine of RMB0.5 million to RMB5 million.
Pursuant to the Overseas Listing Trial Measures and their related guidelines, this Global
Offering is subject to the filing requirements of the CSRC. We are also required to fulfill the filing
procedure with the CSRC in accordance with the Overseas Listing Trial Measures for the
conversion of certain domestic unlisted shares into H Shares and the listing of the H Shares on the
Stock Exchange. We will submit the initial filing application to the CSRC with respect to the
submission of our application for the Listing and the conversion of certain domestic unlisted shares
into H Shares and the listing of the H Shares on the Stock Exchange.
Furthermore, according to the Archives Rules, PRC domestic companies that directly or
indirectly conduct overseas offerings and listings, shall strictly abide by applicable PRC laws and
regulations on confidentiality when providing or publicly disclosing, either directly or through their
overseas listed entities, documents and materials to securities services providers such as securities
companies and accounting firms or overseas regulators in the process of their overseas offering and
listing. In the event such documents or materials contain state secrets or working secrets of
government agencies, the PRC domestic companies shall first obtain approval from competent
authorities according to law, and file with the secrecy administrative department at the same level;
in the event that such documents or materials, if leaked, will jeopardize national security or public
interest, the PRC domestic companies shall strictly fulfill relevant procedures stipulated by
applicable national regulations. The PRC domestic companies shall also provide a written statement
of the specific state secrets and sensitive information provided when providing documents and
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materials to securities companies and securities service providers, and the securities companies and
securities service providers shall properly retain such written statements for inspection.
Furthermore, the Archives Rules also provide where overseas securities regulators and relevant
competent overseas authorities request to inspect, investigate or collect evidence from PRC
domestic companies concerning their overseas offering and listing or their securities firms and
securities service providers that undertake securities business for such PRC domestic companies,
such inspection, investigation and evidence collection must be conducted under a cross-border
regulatory cooperation mechanism, and the CSRC or other competent authorities of the PRC
government will provide necessary assistance pursuant to bilateral and multilateral cooperation
mechanism. Domestic companies, securities firms and securities service providers shall first obtain
approval from the CSRC or other competent PRC authorities before cooperating with the inspection
and investigation by the overseas securities regulators or competent overseas authority or providing
documents and materials requested in such inspection and investigation.
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OVERVIEW
According to Frost & Sullivan, we are the fifth-largest supplier, and the largest Chinese
mainland-based supplier, in the global smartphone AMOLED DDIC market in terms of sales
volume in 2024, primarily engaged in the design and sale of branded AMOLED DDICs to leading
smartphone manufacturers.
MILESTONES
The following sets out the summary of the Company’s key development milestones:
Y ear Milestone
2012 /H1118/H1118/H1118/H1118/H1118/H1118The Company was established with its headquarters in Shenzhen.
The Company launched its first image algorithm integrated circuit.
2015 /H1118/H1118/H1118/H1118/H1118/H1118The Company started to offer image algorithm IPs to customers.
2016 /H1118/H1118/H1118/H1118/H1118/H1118The Company launched an algorithm IP powering the world’s first display
featuring a 4K resolution.
2018 /H1118/H1118/H1118/H1118/H1118/H1118The Company introduced its first silicon-based 0.39-inch Micro-OLED
display backplane, with a pixel density of up to 5,644 ppi.
2019 /H1118/H1118/H1118/H1118/H1118/H1118The Company launched its first AMOLED DDIC with a resolution of
WQHD+.
The Company launched its first AMOLED DDIC, supporting an FHD+
resolution and a 60Hz refresh rate.
2020 /H1118/H1118/H1118/H1118/H1118/H1118The application of the silicon-based Micro-OLED display backplane has
expanded to 0.71-inch and 1.03-inch modules, offering a refresh rate of up to
90Hz.
The Company launched a high-end AMOLED DDIC supporting a WFHD+
resolution and an ultra-high refresh rate of 168Hz.
2021 /H1118/H1118/H1118/H1118/H1118/H1118The size of the silicon-based Micro-OLED display backplane application
products has increased to 0.49 inches, with the maximum refresh rate boosted
to 120Hz.
The AMOLED DDIC has completed brand terminal validation and officially
entered the brand market.
The Company’s silicon-based Micro-OLED display backplane has officially
achieved mass production and application in consumer-grade VR/AR
products.
2022 /H1118/H1118/H1118/H1118/H1118/H1118The Company achieved mass delivery in the brand market.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Y ear Milestone
2023 /H1118/H1118/H1118/H1118/H1118/H1118The high-frame-rate AMOLED DDIC supporting LTPO has achieved
exclusive supply for the smartphones of a leading brand.
The Company launched its first AMOLED driver chip supporting LTPO
panels.
2024 /H1118/H1118/H1118/H1118/H1118/H1118The Company deepened cooperation with Chinese production partners for the
IC fabrication, who have achieved mass production of our products.
2025 /H1118/H1118/H1118/H1118/H1118/H1118We were recognized as a Specialized, Refined, Distinctive and Innovative
“Little Giant” Enterprise ( ਖ਼ၚतอ“ʃ̶ɛ”Άุ) by the Ministry of
Industry and Information Technology of the PRC.
MAJOR SUBSIDIARIES
The following sets out the principal business activities, place of establishment and date of
establishment of the Company’s subsidiaries that made a material contribution to the Group’s
results of operations during the Track Record Period.
Name of subsidiary
Place of
establishment
Date of
establishment
Equity interest
attributable to
the Company
Principal
business activities
Viewtrix Kunshan /H1118/H1118/H1118PRC June 22, 2018 100% R&D, procurement
and sales of chips
Viewtrix Hong Kong /H1118Hong Kong September 27,
2019
100% R&D and sales of
chips
MAJOR SHAREHOLDING CHANGES OF THE COMPANY
Establishment, Early Development of the Company and Historical Nominee Shareholding
Arrangements
On May 30, 2012, the Company was established as a limited liability company under the laws
of the PRC under the name of Shenzhen Viewtrix Technology Company Limited* (߅
ʮ̡) with a registered capital of RMB10,000,000. Upon establishment, the Company was
held as to 58.65% by Beijing Jiaping Investment Management Company Limited* ( ̏ԯྗ̻ҳ༟
ʮ̡)( “ Beijing Jiaping ”), who was a then nominee shareholder on behalf of an
individual, being an Independent Third Party (the “ 2012 Underlying Shareholder ”), 35.85% by
Shanghai Qianyang Packing Design Company Limited* (ʮ̡)( “ Shanghai
Qianyang ,” a company controlled by the 2012 Underlying Shareholder, then known as Shanghai
Qianyang Investment Management Consulting Company Limited* (ʮ
̡)) and 5.50% by an individual, being an Independent Third Party (the “ 2012 Independent
Investor ”), respectively.
On October 25, 2012, Beijing Jiaping, Shanghai Qianyang entered into an equity transfer
agreement with Dr. Gu Jing, pursuant to which (i) Beijing Jiaping agreed to transfer its 25.15%
equity interest in the Company and (ii) Shanghai Qianyang agreed to transfer its 5.85% equity
interest in the Company to Dr. Gu Jing, in each case for a nominal consideration of RMB1, as the
registered capital of the Company had not been paid at the time of such transfer. Such equity
transfers were completed and duly settled on November 21, 2012.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Immediately after the completion of the equity transfers, the Company was held by Beijing
Jiaping, Dr. Gu Jing, Shanghai Qianyang and the 2012 Independent Investor as to 33.5%, 31.0%,
30.0% and 5.5%, respectively, with a registered capital of RMB10,000,000, which was fully paid
up by the then shareholders in November 2012.
Beijing Jiaping Nominee Shareholding Arrangements
On December 1, 2012, Beijing Jiaping, Dr. Gu Jing and four then employees of the Company
entered into a nominee shareholding agreement, pursuant to which Dr. Gu Jing and the four then
employees became the beneficial owners of the equity interests held by Beijing Jiaping in the
Company (the “ Beijing Jiaping Nominee Shareholding Arrangements ”). At the same time, the
nominee shareholding arrangement between the 2012 Underlying Shareholder and Beijing Jiaping
was terminated, and the 2012 Underlying Shareholder was no longer interested in the Company
through Beijing Jiaping. The Beijing Jiaping Nominee Shareholding Arrangements served as an
equity incentive for key employees of the Company, and there was no monetary consideration paid
in this regard. As advised by our PRC Legal Advisor, the Beijing Jiaping Nominee Shareholding
Arrangements did not violate any applicable mandatory PRC laws and regulations.
From December 2012 to April 2020, there were rounds of equity transfers among and by the
beneficial owners of the Beijing Jiaping Nominee Shareholding Arrangements.
On April 10, 2020, to streamline and optimize the Company’s shareholding structure, Beijing
Jiaping and Shanghai Yizhen Enterprise Management Center (Limited Partnership)* ( ɪऎᑈጲΆุ
၍ଣʕː(Υྫ)) (“ Shanghai Yizhen ,” a shareholding platform whose general partner was Dr.
Gu Jing) entered into an equity transfer agreement, pursuant to which (i) Beijing Jiaping agreed to
transfer all of its then equity interest, being 6.34% in the Company, to Shanghai Yizhen and (ii) each
of the then beneficial owners underlying the Beijing Jiaping Nominee Shareholding Arrangements
made a capital increase to Shanghai Yizhen in proportion to their respective beneficial interest in
the Company through Beijing Jiaping. The consideration of such equity transfer was nil. Such
equity transfer and capital contribution were completed and duly settled on April 14, 2020.
Accordingly, the Beijing Jiaping Nominee Shareholding Arrangement were terminated.
On November 29, 2021, to streamline and optimize the Company’s shareholding structure,
Shanghai Yizhen and Shenzhen Yizhen No. 1 Enterprise Management Center (Limited Partnership)*
(ଉέᑈጲɓ໮Άุ၍ଣʕː(Υྫ)) (“ Shenzhen Yizhen ,” a shareholding platform whose
general partner was Dr. Gu Jing until September 2022) entered into an equity transfer agreement,
pursuant to which Shanghai Yizhen agreed to transfer all of its then RMB2,350,000 registered
capital in the Company to Shenzhen Yizhen at nil consideration. Such equity transfer was duly
settled and completed on December 24, 2021.
Historical Acting-in-Concert Agreement among Dr. Gu Jing, Hefei Tianze and Ningbo Yuhang
On November 17, 2020, in order to ensure the continuality and stability of the Company’s
business operations and strengthen the control of Dr. Gu Jing, Dr. Gu Jing, Hefei Tianze and Ningbo
Y uhang entered into an acting-in-concert agreement (the “ Historical Acting-in-Concert
Agreement ”), pursuant to which Hefei Tianze and Ningbo Y uhang agreed to act in concert with Dr.
Gu Jing and his controlled entities in board meetings and general meetings of the Company from
November 17, 2020 to November 17, 2022.
The Historical Acting-in-Concert Agreement was terminated on July 29, 2022 as a result of
the weighted voting rights structure coming into effect in July 2022 as set out below.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Weighted Voting Rights Structure
Considering the introduction of external financings (see below “— Pre-IPO Investments”),
and in order to ensure the control of Dr. Gu Jing and his leadership in the Company’s development
pathway, the Company adopted a weighted voting rights structure in July 2022, pursuant to which,
each Class A Ordinary Share entitles its holder to ten votes at the Company’s general meetings
(subject to applicable PRC laws and regulations) whereas each Class B Ordinary Share entitles its
holder to one vote at the Company’s general meetings. The holders of the Class A Ordinary Shares
shall be parties which had made significant contributions to the Company’s development or
business growth, and who expected to continuously serve as directors of the Company (the
“Weighed Voting Rights Structure ”).
Under the Weighed V oting Rights Structure, Dr. Gu Jing held an aggregate of 48,840,956
Class A Ordinary Shares, comprising 36,204,584 Class A Ordinary Shares and 12,636,372 Class A
Ordinary Shares through Shenzhen Yishi and Yisheng No. 2, both being his controlled entities,
respectively, as of the Latest Practicable Date.
The Weighed V oting Rights Structure will be unwound upon the Listing. See “Share Capital
— Our V oting Structure before and after the Listing.”
Major Shareholding Changes and Pre-IPO Investments Prior to the Conversion into a Joint
Stock Company
Series Angel Financing
On March 28, 2013, the Company, its then shareholders, V ertex Asia Fund Pte. Ltd. (“ Vertex
Asia ”) and White Cloud V alley (HK) Investment Limited (“ White Cloud Valley ”) entered into a
capital increase agreement, pursuant to which each of V ertex Asia and White Cloud V alley agreed
to subscribe for the increased registered capital of RMB12,500,000 of the Company at a
consideration of RMB10 million, respectively (the “ Series Angel Financing ”). The consideration
was determined based on arm’s length negotiation with reference to the Company’s then valuation,
operating and financial conditions as well as its future earnings and development prospect.
The Series Angel Financing had been duly settled and completed as of the Latest Practicable
Date. See “— Pre-IPO Investments” for further details.
Series A Financing
On October 12, 2015, the Company, its then shareholders and Boe Technology Group Co., Ltd.
(ʮ̡)( “ Boe Technology ”) entered into a capital increase agreement,
pursuant to which Boe Technology agreed to subscribe for the increased registered capital of
RMB4,166,666 of the Company at a consideration of RMB50 million (the “ Series A Financing ”).
The consideration was determined based on arm’s length negotiation with reference to the then
valuation of the Company.
The Series A Financing had been duly settled and completed as of the Latest Practicable Date.
See “— Pre-IPO Investments” for further details.
Series A+ Financing and Series B Financing
On December 28, 2017, the Company, its then shareholders, Shenzhen Wanchuang Shidai
V enture Capital Enterprise (Limited Partnership)* (˾௴ุҳ༟Άุ(Υྫ))
(“Wanchuang Shidai ”), Shanghai Fuzhishuo V enture Capital Partnership Enterprise (Limited
Partnership)* ( ɪऎూʘ၂௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Shanghai Fuzhishuo ”), Shanghai
Juyuan Qitai Investment Center (Limited Partnership)* ( ɪऎၳ๕઼इҳ༟ʕː(Υྫ))
(“Juyuan Qitai ”) and Shanghai Jiutangjin Investment Management Partnership Enterprise (Limited
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 100 –


--- page 110 ---
Partnership)* (ҳ༟၍ଣΥྫΆุ(Υྫ)) (“ Shanghai Jiutangjin ,” collectively
with Wanchuang Shidai, Shanghai Fuzhishuo and Juyuan Qitai, the “ Series A+ Investors ”),
Qualcomm (China) Holding Company Limited* ( ৷ஷ(ʕ਷)ʮ̡)( “ Qualcomm China ”),
Chongqing Jichuang Y uyuan Equity Investment Fund Partnership Enterprise (Limited Partnership)*
(ΥྫΆุ(Υྫ)) (“ Jichuang Yuyuan ”), Shenzhen Nanshan
Hongtai Equity Investment Fund Partnership Enterprise (Limited Partnership)* (ᛆ
ΥྫΆุ(Υྫ)) (“ Nanshan Hongtai ”), Suzhou Bangsheng Yingxin V enture Capital
Enterprise (Limited Partnership)* ( ᘽψԞସᙊอ௴ุҳ༟Άุ(Υྫ)) (“ Bangsheng
Yingxin ”), Suzhou Qingyue Optoelectronics Technology Co., Ltd.* (ʮ
̡)( “ Qingyue Optoelectronics ”, then known as Kunshan Weixinnuo Technology Company
Limited* (ʮ̡)), Hangzhou Kunwei Investment Partnership Enterprise
(Limited Partnership)* (ψ੤ᙯҳ༟ΥྫΆุ(Υྫ)) (“ Hangzhou Kunwei ”), Shanghai
Jiutangjin, Shanghai Suishuo V enture Capital Partnership Enterprise (Limited Partnership)* ( ɪऎ
ඡ၂௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Shanghai Suishuo ”) and Tianjin Jinmi Investment
Partnership Enterprise (Limited Partnership)* (Ϸҳ༟ΥྫΆุ(Υྫ)) (“ Tianjin
Jinmi ”, collectively with Qualcomm China, Jichuang Y uyuan, Nanshan Hongtai, Bangsheng
Yingxin, Qingyue Optoelectronics, Hangzhou Kunwei, Shanghai Jiutangjin and Shanghai Suishuo,
the “ Series B Investors ”) entered into a capital increase agreement (the “ Series A+ and Series B
Financings Agreement ,” for the financing by Series A+ Investor, the “ Series A+ Financing ,” for
the financing by Series B Investors, the “ Series B Financing ”). The table below sets out the
registered capital subscribed and consideration paid by each of the Series A+ Investors and Series
B Investors.
Name
Subscribed
registered capital Consideration Paid
(RMB) (RMB)
Series A+ Investors
Wanchuang Shidai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118396,000 7,692,307.69
Shanghai Fuzhishuo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118356,400 6,923,076.92
Juyuan Qitai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118237,600 4,615,384.62
Shanghai Jiutangjin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,600 769,230.77
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,029,600 20,000,000
Series B Investors
Qualcomm China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118772,201 15,000,000
Jichuang Y uyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118772,201 15,000,000
Nanshan Hongtai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,287,001 25,000,000
Bangsheng Yingxin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118257,400 5,000,000
Qingyue Optoelectronics /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,700 2,500,000
Hangzhou Kunwei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118257,400 5,000,000
Shanghai Jiutangjin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,740 500,000
Shanghai Suishuo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118231,660 4,500,000
Tianjin Jinmi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,700 25,000,000
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,861,003 97,500,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,890,606 117,500,000
The considerations were determined based on arm’s length negotiations with reference to the
Company’s then valuation, operating and financial conditions as well as its future earnings and
development prospect.
The Series A+ Financing and the Series B Financing had been duly settled and completed as
of the Latest Practicable Date. See “— Pre-IPO Investments” for further details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 101 –


--- page 111 ---
2018 Capital Increase
On December 18, 2018, pursuant to the Series A+ and Series B Financings Agreement, Dr. Gu
Jing and Series B Investors made an additional capital increase to the Company (the “ 2018 Capital
Increase ”) at the same consideration as that of the Series B Financing. The table below sets out the
registered capital subscribed and consideration paid by each of Dr. Gu Jing and the Series B
Investors.
Name
Subscribed
registered capital Consideration Paid
(RMB) (RMB)
Dr. Gu Jing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118648,385.73 12,533,296.16
Series B Investors
Qualcomm China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118772,200.74 15,000,000
Jichuang Y uyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118772,200.74 15,000,000
Nanshan Hongtai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,287,001.23 25,000,000
Bangsheng Yingxin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118257,400.24 5,000,000
Qingyue Optoelectronics /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,700.12 2,500,000
Hangzhou Kunwei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118257,400.24 5,000,000
Shanghai Jiutangjin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,740.03 500,000
Shanghai Suishuo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118231,660.25 4,500,000
Tianjin Jinmi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,700.12 2,500,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,509,389.44 87,533,296.16
The 2018 Capital Increase had been duly settled and completed as of the Latest Practicable
Date.
Series C Financing
On September 23, 2019, the Company, its then shareholders, Suzhou Industrial Park Qiming
Rongke Equity Investment Partnership (Limited Partnership)* (ᛆҳ༟Υ
ྫΆุ(Υྫ)) (“ Qiming Rongke ”), Suzhou Qiming Rongying V enture Capital Partnership
(Limited Partnership)* (௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Qiming Rongying ”),
QM119 Limited, Qualcomm China, Shenzhen Nanshan Zhonghang Unmanned System Equity
Investment Fund Partnership Enterprise (Limited Partnership)* (ᛆҳ༟ਿ
ΥྫΆุ(Υྫ)) (“ Nanshan Zhonghang ”), Shenzhen Hongtai Zhiyun V enture Capital
Partnership Enterprise (Limited Partnership)* ( ଉέᒿइ౽ථ௴ҳΥྫΆุ(Υྫ)) (“ Hongtai
Zhiyun ”), Jichuang Y uyuan and Shanghai Suishuo (collectively, the “ Series C Investors ”) entered
into a capital increase agreement (the “ Series C Financing ”). The table below sets out the
registered capital subscribed and consideration paid by Dr. Gu Jing and each of the Series C
Investors.
Name
Subscribed
registered capital Consideration Paid
(RMB) (RMB)
Dr. Gu Jing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118524,596 10,140,441
Series C Investors
Qiming Rongke /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118529,536 16,107,000
Qiming Rongying /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118285,135 8,673,000
QM119 Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,721,079 82,767,600
(US$12 million)
Qualcomm China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118272,108 8,276,800
(US$1.2 million)
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 112 ---
Name
Subscribed
registered capital Consideration Paid
(RMB) (RMB)
Nanshan Zhonghang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118347,665 10,575,000
Hongtai Zhiyun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118328,761 10,000,000
Jichuang Y uyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,013 700,000
Shanghai Suishuo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118146,019 4,441,500
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,177,912 151,681,341
The considerations were determined based on arm’s length negotiations with reference to the
Company’s then valuation, operating and financial conditions as well as its future earnings and
development prospect.
The Series C Financing had been duly settled and completed as of the Latest Practicable Date.
See “— Pre-IPO Investments” for further details.
Series C+ Financing
On April 10, 2020, the Company, its then shareholders and Hubei Xiaomi Changjiang Industry
Fund Partnership (Limited Partnership)* (ΥྫΆุ(Υྫ)) (“ Xiaomi
Changjiang ,” collectively with Nanshan Zhonghang, the “ Series C+ Investors ”) entered into a
capital increase agreement (the “ Series C+ Financing ”). The table below sets out the registered
capital subscribed and consideration paid by each of Dr. Gu Jing and the Series C+ Investors.
Name
Subscribed
registered capital Consideration Paid
(RMB) (RMB)
Dr. Gu Jing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118331,296 6,403,952
Series C+ Investors
Xiaomi Changjiang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,315,045 40,000,000
Nanshan Zhonghang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118657,523 20,000,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,303,864 66,403,952
The considerations were determined based on arm’s length negotiations with reference to the
Company’s then valuation, operating and financial conditions as well as its future earnings and
development prospect.
The Series C+ Financing had been duly settled and completed as of the Latest Practicable
Date. See “— Pre-IPO Investments” for further details.
Series D Financing
On November 17, 2020, the Company, its then shareholders, HSG, CICC Pucheng Investment
Company Limited* (ʮ̡)( “ CICC Pucheng ”) and Qilu (Xiamen) Equity
Investment Partnership (Limited Partnership)* ( ઼᜼(ژ)ᛆҳ༟ΥྫΆุ(Υྫ))
(“Xiamen Qilu ”) and Zhuhai Zhiyi Chuangzhi Investment Enterprise (Limited Partnership)* ( मऎ
ੂɓ௴౽ҳ༟Άุ(Υྫ)) (“ Zhuhai Zhiyi ,” collectively with HSG, CICC Pucheng, Xiamen
Qilu, Hangzhou Kunwei, Jichuang Y uyuan, Qualcomm China, QM119 Limited, Qiming Rongke and
Qiming Rongying, the “ Series D Investors ”) entered into a capital increase agreement (the “ Series
D Financing ”). The table below sets out the registered capital subscribed and consideration paid by
each of Dr. Gu Jing and the Series D Investors.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name
Subscribed
registered capital Consideration Paid
(RMB) (RMB)
Dr. Gu Jing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118836,799 16,175,325
Series D Investors
HSG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,089,191 150,000,000
CICC Pucheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118205,946 10,000,000
Xiamen Qilu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118361,981 17,576,512
Zhuhai Zhiyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118617,838 30,000,000
Hangzhou Kunwei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,903 3,200,000
Jichuang Y uyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,416 700,000
Qualcomm China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,081 3,500,000
QM119 Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118427,147 20,740,726
Qiming Rongke /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,577 1,241,924
Qiming Rongying /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118102,308 4,967,696
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,819,187 258,102,183
The considerations were determined based on arm’s length negotiations with reference to the
Company’s then valuation, operating and financial conditions as well as its future earnings and
development prospect.
The Series D Financing had been duly settled and completed as of the Latest Practicable Date.
See “— Pre-IPO Investments” for further details.
Series D+ Financing
On May 8, 2021, the Company, Shanghai Yishi Enterprise Management Center (Limited
Partnership)* ( ɪऎᑈැΆุ၍ଣʕː(Υྫ)) (“ Shanghai Yishi ”, a limited partnership
established under the laws of the PRC where Dr. Gu Jing was the general partner, through which
Dr. Gu Jing held his equity interest in the Company), its then shareholders, Shenzhen Hubble
Technology Investment Partnership Enterprise (Limited Partnership)* (Ҧҳ༟ΥྫΆุ
(Υྫ)) (“ Hubble Technology ,” collectively with Xiaomi Changjiang, the “ Series D+
Investors ”) entered into a capital increase agreement (“ Series D+ Financing ”). The table below
sets out the registered capital subscribed and consideration paid by each of the Series D+ Investors.
Name
Subscribed
registered capital Consideration Paid
(RMB) (RMB)
Shanghai Yishi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118487,983 9,432,711.39
Series D+ Investors
Hubble Technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,336,801 113,466,637.39
Xiaomi Changjiang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,021,756 49,612,790.12
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,846,540 172,512,138.9
The considerations were determined based on arm’s length negotiations with reference to the
Company’s then valuation, operating and financial conditions as well as its future earnings and
development prospect.
The Series D+ Financing had been duly settled and completed as of the Latest Practicable
Date. See “— Pre-IPO Investments” for further details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Series D++ Financing
On July 8, 2021, the Company, Shanghai Yishi, its then shareholders, Guokai Technology
V enture Capital Company Limited* (ப΂ʮ̡)( “ Guokai Technology ”),
Suzhou Wofu Ruixin V enture Capital Partnership Enterprise (Limited Partnership)* ( ᘽψӜረြ㒥
௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Wofu Ruixin ”), Jiaxing Xihao V enture Capital Partnership
Enterprise (Limited Partnership)* ( ྗጳဢ㒊௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Jiaxing Xihao ”) and
Shenzhen Pingshan Kaisheng Integrated Circuits V enture Capital Partnership Enterprise (Limited
Partnership)* ( ଉέջʆ௱᳅ණϓཥ༩௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Shenzhen Pingshan ,”
collectively with Guokai Technology, Wofu Ruixin, Jiaxing Xihao, Xiamen Zhiyi, Xiamen Qilu,
CICC Pucheng, HSG, Hangzhou Kunwei and Jichuang Y uyuan, the “ Series D++ Investors ”)
entered into a capital increase agreement (“ Series D++ Financing ”). The table below sets out the
registered capital subscribed and consideration paid by each of the Series D++ Investors.
Name
Subscribed
registered capital Consideration Paid
(RMB) (RMB)
Shanghai Yishi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134,710 2,603,944
Series D++ Investors
Guokai Technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118412,376 30,000,000
Wofu Ruixin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118549,836 40,000,000
Jiaxing Xihao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270,794 19,700,000
Shenzhen Pingshan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,107 4,300,000
Xiamen Zhiyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118274,918 20,000,000
Xiamen Qilu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118687,294 50,000,000
CICC Pucheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118137,459 10,000,000
HSG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178,697 13,000,000
Hangzhou Kunwei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,365 2,500,000
Jichuang Y uyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,622 700,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,749,178 192,803,944
The considerations were determined based on arm’s length negotiations with reference to the
Company’s then valuation, operating and financial conditions as well as its future earnings and
development prospect.
The Series D++ Financing had been duly settled and completed as of the Latest Practicable
Date. See “— Pre-IPO Investments” for further details.
Series Pre-IPO Financing
On December 21, 2021, the Company, its then shareholders, Jiaxing Haiyun V enture Capital
Partnership (Limited Partnership)* ( ྗጳऎථ௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Jiaxing Haiyun ”),
Liaoning Haitong New Energy Equity Investment Fund Partnership Enterprise (Limited
Partnership)* (ΥྫΆุ(Υྫ)) (“ Haitong New Energy ”),
Dongguan Y ueke Xintai No. 25 V enture Capital Partnership Enterprise (Limited Partnership)* (؇
㒥इɚɤʞ໮௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Yueke Xintai No. 25 ”), Shenzhen Zhicheng
Shuzhi No. 4 V enture Capital Partnership Enterprise (Limited Partnership)* (ᅰ౽̬໮
௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Zhicheng Shuzhi ”), Shenzhen High-Tech Investment V enture
Capital Company Limited* (ʮ̡)( “ Shenzhen High-Tech
Investment ”), Chengdu Shengao Investment Zhongxiaodan V enture Capital Equity Investment
Fund Partnership (Limited Partnership)* (ΥྫΆุ(Υ
ྫ)) (“ Shengao Investment ”), Shenzhen High-Tech Fuhai V enture Capital Phase I Partnership
Enterprise (Limited Partnership)* (ɓಂΥྫΆุ(Υྫ))
(“Shenzhen High-Tech Fuhai ”) and Shenzhen Addition No. 2 V enture Capital Partnership
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 115 ---
Enterprise (Limited Partnership)* (൩໮௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Shenzhen
Addition No. 2 ,” collectively with Jiaxing Haiyun, Haitong New Energy, Y ueke Xintai No. 25,
Zhicheng Shuzhi, Shenzhen High-Tech Investment, Shengao Investment, Shenzhen High-Tech
Fuhai and HSG, the “ Series Pre-IPO Investors ”) entered into a capital increase agreement (the
“Series Pre-IPO Financing ”). The table below sets out the registered capital subscribed and
consideration paid by each of the Series Pre-IPO Investors.
Name
Subscribed
registered capital Consideration Paid
(RMB) (RMB)
Jiaxing Haiyun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118706,371 90,000,000
Haitong New Energy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118470,914 60,000,000
Y ueke Xintai No. 25 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118274,700 35,000,000
HSG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118235,457 30,000,000
Zhicheng Shuzhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118156,971 20,000,000
Shenzhen High-Tech Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118156,971 20,000,000
Shengao Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878,486 10,000,000
Shenzhen High-Tech Fuhai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,243 5,000,000
Shenzhen Addition No. 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,243 5,000,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,158,356 275,000,000
The considerations were determined based on arm’s length negotiations with reference to the
Company’s then valuation, operating and financial conditions as well as its future earnings and
development prospect.
The Series Pre-IPO Financing had been duly settled and completed as of the Latest Practicable
Date. See “— Pre-IPO Investments” for further details.
Equity Transfers
From 2013 to 2022, there are several rounds of equity transfers by the then shareholders of
the Company, all of which had been duly settled and completed as of the Latest Practicable Date.
See “— Pre-IPO Investments — Overview” and “— Pre-IPO Investments — Information about the
Pre-IPO Investors” below for further details.
Establishment and Evolvement of the Shareholding Platforms of the Company
Yisheng No. 1
On September 20, 2019, Shanghai Yisheng Enterprise Management Center (Limited
Partnership)* ( ɪऎᑈʺΆุ၍ଣʕː(Υྫ)) (“ Shanghai Yisheng ”), a then employee
shareholding platform, subscribed for the Company’s increased registered capital of RMB3.52
million (among which RMB0.73 million registered capital was held by Dr. Gu Jing on behalf of
Shanghai Yisheng, and such nominee arrangement was terminated in 2021) at a consideration of
RMB65.0 million for the purpose of equity incentive.
On November 29, 2021, to streamline and optimize the Company’s shareholding structure,
Shanghai Yisheng and Yisheng No. 1, the Company’s current employee shareholding platform,
entered into an equity transfer agreement, pursuant to which Shanghai Yisheng agreed to transfer
all of its then RMB3,521,861 registered capital in the Company to Yisheng No. 1 at nil
consideration. The registered capital held by Shanghai Yisheng was not paid up then and was
subsequently paid up by Yisheng No. 1 on July 28, 2022 before the conversion of the Company into
a joint stock company with limited liability in December 2022.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Upon the Listing, to improve the efficiency of the management’s decision-making process and
subject to completion of relevant procedures required by applicable laws and regulations and the
partnership agreement of Yisheng No. 1, the general partner of Yisheng No. 1 will be changed from
Mr. Han Xu to Dr. Gu Jing. Upon completion of such change, Yisheng No. 1 will be controlled by
Dr. Gu Jing upon the Listing. See “— Corporate Structure — Corporate Structure immediately after
the Global Offering.”
Yisheng No. 2
In December 2021, Yisheng No. 2, the current shareholding platform of the Company whose
general partner is Dr. Gu Jing, also subscribed for the increased registered capital of RMB1,530,470
in the Company at a consideration of RMB29,583,985 for the purpose of equity incentive.
For further details, see “— Employee Shareholding Platforms” below.
Conversion into a Joint Stock Company with Limited Liability
On December 20, 2022, the Company was converted into a joint stock company with limited
liability and renamed to Viewtrix Technology Co., Ltd (ʮ̡). Upon the
completion of the conversion, the Company had a total share capital of RMB53,174,028 divided
into 360,000,000 Shares with a nominal value of RMB1.00 each, which were subscribed by all the
then Shareholders in proportion to their respective equity interest in the Company before such
conversion.
The table below sets forth the shareholding structure of the Company immediately after
completion of the conversion.
Name
Number of
Shares Held
Share
Percentage
Voting
Power
Entities controlled by Dr. Gu Jing – Class
A Ordinary Share
Shenzhen Yishi (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,204,584 10.06% 46.47%
Yisheng No. 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,361,622 2.88% 13.30%
Other Shareholders – Class B
Ordinary Share
Yisheng No. 1 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,843,783 6.62% 3.06%
HSG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,718,425 6.59% 3.04%
QM119 Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,314,190 5.92% 2.74%
Qicheng Zhiyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,343,755 5.10% 2.35%
Nanshan Hongtai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,426,566 4.84% 2.24%
Shenzhen Yizhen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,910,023 4.42% 2.04%
Xiaomi Changjiang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,820,663 4.39% 2.03%
Hubble Technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,820,663 4.39% 2.03%
Boe Technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,507,357 4.31% 1.99%
Ningbo Y uhang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,668,811 4.07% 1.88%
Qualcomm China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,870,853 2.46% 1.14%
Jiaxing Haiyun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,697,610 2.42% 1.12%
Hefei Tianze /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,632,034 2.40% 1.11%
Jichuang Y uyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,537,163 2.37% 1.10%
V ertex Legacy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,805,897 2.17% 1.00%
Xiamen Qilu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,103,825 1.97% 0.91%
Nanshan Zhonghang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,805,346 1.89% 0.87%
White Cloud V alley /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,407,569 1.78% 0.82%
Xiamen Zhiyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,044,157 1.68% 0.78%
Linghui Cornerstone /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,848,488 1.35% 0.62%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 117 ---
Name
Number of
Shares Held
Share
Percentage
Voting
Power
Hangzhou Kunwei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,164,147 1.16% 0.53%
Shanghai Suishuo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,125,388 1.15% 0.53%
Qiming Rongke /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,758,239 1.04% 0.48%
Wofu Ruixin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,722,512 1.03% 0.48%
Y ueke Xintai No. 25 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,258,109 0.91% 0.42%
Haitong New Energy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,188,193 0.89% 0.41%
Guokai Technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,791,877 0.78% 0.36%
Qiming Rongying /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,623,075 0.73% 0.34%
Shanghai Fuzhishuo /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,412,907 0.67% 0.31%
Bangsheng Yingxin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,366,646 0.66% 0.30%
CICC Pucheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,324,928 0.65% 0.30%
Hongtai Zhiyun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,225,785 0.62% 0.29%
Zhicheng Shuzhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,181,393 0.61% 0.28%
Shenzhen High-Tech Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,181,393 0.61% 0.28%
Beijing Chengda Technology Center (Limited
Partnership) (Ҧʕː(Υྫ))
(“Beijing Chengda ”)(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,861,811 0.52% 0.24%
Jiaxing Xihao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,833,336 0.51% 0.24%
Qingyue Optoelectronics /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,742,655 0.48% 0.22%
Tianjin Jinmi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,742,655 0.48% 0.22%
Guangdong Changtuoshi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,608,605 0.45% 0.21%
Wanchuang Shidai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,562,344 0.43% 0.20%
Y ueke Xintai Industry /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,313,762 0.36% 0.17%
Hainan Jintai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,118,664 0.31% 0.14%
Shengao Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,090,696 0.30% 0.14%
Y u Huihui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118616,632 0.17% 0.08%
Shenzhen Addition No. 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118545,348 0.15% 0.07%
Shenzhen High-Tech Fuhai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118545,348 0.15% 0.07%
Shenzhen Pingshan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400,168 0.11% 0.05%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118360,000,000 100.00 100.00
Notes:
(1) in December 2021, all the equity interest in the Company held by Shanghai Yishi was transferred to Shenzhen
Yishi. Shenzhen Yishi is a limited partnership where Dr. Gu Jing was the general partner, through which Dr.
Gu Jing held his equity interest in the Company.
(2) On March 16, 2021, the 2012 Independent Investor entered into an equity transfer agreement with Beijing
Chengda to transfer all of its then held 275,000 registered capital of the Company to Beijing Chengda, where
the 2012 Independent Investor was a general partner then, at nil consideration.
Major Shareholding Changes and Pre-IPO Investments after the Conversion into a Joint Stock
Company
2022 Capital Increase
On December 22, 2022, Yisheng No. 2 subscribed for 2,274,750 Shares newly issued by the
Company at a consideration of RMB8,214,375 (“ 2022 Capital Increase ”). The consideration was
determined on arm’s length basis with reference to the Company’s then valuation and efforts to
reserve shares for future share incentive plan(s), which has been duly settled and completed on
December 23, 2022.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Series Pre-IPO+ Financing
On December 25, 2022, the Company, its then shareholders, Guangdong Province
Semiconductor and Integrated Circuit Industry Investment Fund Partnership (L.P .)* (̒ኬ᜗
ΥྫΆุ(Υྫ)) (“ Semiconductor and IC Fund ”), Suzhou
Houwang Ruilian V enture Capital Partnership Enterprise (Limited Partnership)* (ૐြᑌ௴
ุҳ༟ΥྫΆุ(Υྫ)) (“ Houwang Ruilian ”), Hainan Y uxin Taojin No. 2 Equity Investment
Fund Partnership Enterprise (Limited Partnership)* (ΥྫΆุ(Ϟ
Υྫ)) (“ Yuxin Taojin ”), Shenzhen Dinghong Growth Investment Enterprise (Limited
Partnership)* (ҳ༟Άุ(Υྫ)) (“ Dinghong Growth ”) and Huahui
Electronics Technology (Tianjin) Industry Management Partnership (Limited Partnership)* ( ശᅆཥ
߅(ݵ)ପุ၍ଣΥྫΆุ(Υྫ)) (“ Huahui Dianke ,” collectively with Semiconductor and
IC Fund, Houwang Ruilian, Y uxin Taojin and Dinghong Growth, the “ Series Pre-IPO+ Investors ”)
entered into a capital increase agreement (the “ Series Pre-IPO+ Financing ”). The table below sets
out the number of Shares subscribed and consideration paid by each of the Series Pre-IPO+
Investors.
Name
Number of Shares
Subscribed Consideration Paid
(RMB)
Semiconductor and IC Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,700,000 60,000,000
Houwang Ruilian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,295,000 51,000,000
Y uxin Jintao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118900,000 20,000,000
Dinghong Growth /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118450,000 10,000,000
Huahui Dianke /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118450,000 10,000,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,795,000 151,000,000
The considerations were determined based on arm’s length negotiations with reference to the
Company’s then valuation, operating and financial conditions as well as its future earnings and
development prospect.
The Series Pre-IPO+ Financing had been duly settled and completed as of the Latest
Practicable Date. See “— Pre-IPO Investments” for further details.
Series Pre-IPO++ Financing
On August 30, 2024, the Company, its then shareholders, Xiangfeng Phase II (Xiamen) Equity
Investment Partnership Enterprise (Limited Partnership)* (ɚಂ(ژ)ᛆҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“ Xiangfeng Phase II ”) and Chengdu Ceyuan Guangyi Electronics Information Equity
Investment Fund Partnership (Limited Partnership)* (ΥྫΆ
ุ(Υྫ)) (“ Ceyuan Guangyi ,” collectively with Xiangfeng Phase II, the “ Series Pre-IPO++
Investors ”) entered into a capital increase agreement (the “ Series Pre-IPO++ Financing ”). The
table below sets out the number of Shares subscribed and consideration paid by each of the Series
Pre-IPO++ Investors.
Name
Number of Shares
Subscribed Consideration Paid
(RMB)
Xiangfeng Phase II /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,500,000 100,000,000
Ceyuan Guangyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,350,000 30,000,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,850,000 130,000,000
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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The considerations were determined based on arm’s length negotiations with reference to the
Company’s then valuation, operating and financial conditions as well as its future earnings and
development prospect.
The Series Pre-IPO++ Financing had been duly settled and completed as of the Latest
Practicable Date. See “— Pre-IPO Investments” for further details.
2024 Share Transfer
On August 30, 2024, Ceyuan Guangyi and Wofu Ruixin entered into a share transfer
agreement, pursuant to which Wofu Ruixin agreed to transfer 1,139,700 Shares to Ceyuan Guangyi
at a consideration of RMB20 million (“ 2024 Share Transfer ”). The consideration was determined
based on arm’s length negotiations with reference to the Company’s then valuation, operating and
financial conditions as well as its future earnings and development prospect.
The 2024 Share Transfer had been duly settled and completed as of the Latest Practicable
Date.
MAJOR ACQUISITION, MERGER AND DISPOSAL
The Company did not conduct any acquisitions, disposals or mergers that it considers to be
material during the Track Record Period and up to the Latest Practicable Date.
PREVIOUS LISTING ATTEMPT
For the purposes of the proposed initial public offering in the A-share market and listing on
the Shanghai Stock Exchange STAR Market (the “ Proposed A-share Listing ”) and receiving
guidance from a qualified sponsor of the A-share listing, the Company entered into a pre-listing
tutorial ( ɪ̹Ⴞኬ) agreement on January 6, 2023 and made a preliminary filing (ࣩ)
with the Shenzhen Regulatory Bureau of the CSRC (ึଉέ္၍҅)i n
January 2023. The Company submitted its A-share listing application to the Shanghai Stock
Exchange in June 2023. However, in consideration of the reasons as set out in “— Reasons for the
Listing” below and given the market conditions, the Company decided to focus its resources on the
Listing on the Stock Exchange and did not proceed with the Proposed A-share Listing. In October
2023, the Company voluntarily withdrew its application in relation to the Proposed A-share Listing.
As of the Latest Practicable Date, the Company did not receive any comments or inquiries from the
CSRC or the Shanghai Stock Exchange in relation to the Proposed A-share Listing.
To the best of the Directors’ knowledge and belief, there were no disagreements between the
Company and the professional parties of the Proposed A-share Listing attempt and the Directors are
not aware of any material matter in relation to the Proposed A-share Listing that would affect the
Company’s suitability for Listing on the Stock Exchange or other material matters that need to be
brought to the attention of the Stock Exchange. Based on the due diligence works conducted by the
Joint Sponsors, nothing has come to the Joint Sponsors’ attention that would cause them to have
reasonable doubt against the Directors’ view in respect of the Proposed A-share Listing and the
Joint Sponsors are not aware of any material matter in relation to the Proposed A-share Listing that
needs to be brought to the attention of the Stock Exchange.
REASONS FOR THE LISTING
The Directors believe that the Listing will be in the interest of the Group’s business
development strategies, and would be beneficial to the Company and its Shareholders as a whole
for, among others, the following reasons:
(i) the Stock Exchange, as a leading player of the international financial markets, could
offer the Company a direct access to the international capital markets, enhance its
fundraising capabilities and broaden its fundraising channels and its Shareholders base
as well as strengthen its corporate governance;
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 120 ---
(ii) the Listing would give the Company a better platform to further develop its business;
and
(iii) the Listing will raise the Company’s brand awareness, business profile and thus, enhance
its corporate image to attract customers, business partners and strategic investors as well
as to recruit, motivate and retain key management personnel for the Group’s business.
Taking into account, among others, the aforementioned factors and the long-term business
development strategies of the Group, the Directors consider the Stock Exchange to be a more
suitable venue to access international equity markets, and the Listing will be in the best interests
of the Company and its Shareholders as a whole.
EMPLOYEE SHAREHOLDING PLATFORMS
As of the Latest Practicable Date, the Company had five employee shareholding platforms,
Yisheng No. 1, Yisheng No. 2, Yisheng No. 3, Yisheng Hong Kong No. 1 and Yisheng Hong Kong
No. 2. The simplified shareholding structure of these employee shareholding platforms is set out as
below.
Yisheng Hong
Kong No. 1
Mr. Han
Zhiyong
Yisheng No. 1
Mr. Han Xu
Yisheng No. 3
General
Partner
Limited
Partner 28.75%45.73% 10.01%
Other 13
Employees(1)
10.00%0.83% Limited
Partner
Limited
Partner
Mr. Xu
Haining
Mr. Liu
Xiaoqiang
General
Partner
6.35%
11.69%
Limited
Partner
Limited
Partner
Limited
Partner
Limited
Partner
6.05% Other 39
Employees(3)
75.91%
Dr. Gu Jing
Limited
Partner 4.68%
Mr. Han
Zhiyong
Mr. Peng
Yu-Hsun
Other 60
Employees(2)
1.15%10.22% 88.63%
Mr. Han
Zhiyong
Mr. Han Xu
Yisheng
Hong Kong
No. 2
4.28%
Other 29
Employees(4)
26.99% Limited
Partner
Mr. Peng
Yu-Hsun
0.69%
8.63%
Other 53
Employees(5)
90.68%
0.44%Limited
Partner
Limited
Partner
Ms. Zhan
Jing
Mr. Liu
Xiaoqiang
Limited
Partner 2.94%
Mr. Xu
Haining
Limited
Partner 2.94% Limited
Partner3.63%
52.49%Limited
Partner
Yisheng No. 2
Dr. Gu Jing
6.29%General
Partner
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 121 ---
Notes:
(1) As of the Latest Practicable Date, none of the 13 employees held more than 1.00% equity interest in Yisheng No. 1.
(2) As of the Latest Practicable Date, none of the 60 employees held more than 10.00% shares in Yisheng Hong Kong
No. 1.
(3) As of the Latest Practicable Date, none of the 39 employees held more than 10.00% equity interest in Yisheng No.
3.
(4) As of the Latest Practicable Date, none of the 29 employees held more than 2.00% equity interest in Yisheng No. 2.
(5) As of the Latest Practicable Date, none of the 53 employees held more than 10.00% shares in Yisheng Hong Kong
No. 2.
As of the Latest Practicable Date:
(i) Yisheng No. 3 was interested in Yisheng No. 1 as to approximately 10.01% as a limited
partner;
(ii) Yisheng Hong Kong No. 1 was interested in Yisheng No. 1 as to approximately 45.73%
as a limited partner;
(iii) Yisheng Hong Kong No. 2 was interested in Yisheng No. 2 as to approximately 52.49%
as a limited partner;
(iv) Dr. Gu Jing, chairman of the Board and an executive Director, was interested in Yisheng
No. 1 as to approximately 4.68% as a limited partner, and in Yisheng No. 2 as to 6.29%
as a general partner;
(v) Ms. Zhan Jing, a non-executive Director, was interested in Yisheng No. 2 as to
approximately 0.44% as a limited partner; and
(vi) Mr. Han Zhiyong, an executive Director, was interested in (i) Yisheng No. 1 as to
approximately 10.00% as a limited partner, (ii) Yisheng No. 2 as to approximately 3.63%
as a limited partner, (iii) Yisheng Hong Kong No. 1 as to approximately 1.15% as a
minority shareholder and (iv) Yisheng Hong Kong No. 2 as to approximately 0.69% as
a minority shareholder.
See “Appendix IV — Statutory and General Information — Share Incentive Scheme.”
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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PRE-IPO INVESTMENTS
Overview
We underwent rounds of Pre-IPO Investments, the details of which are set forth below.
Name of Pre-IPO
Investors
Date of
agreement
Registered
capital/number
of Shares
subscribed
Registered
capital/number of
Shares after each
round of Pre-IPO
Investments
Cost
per Share/
registered
capital (1) Total Consideration
Post-money valuation
of the Company after
each round of
Pre-IPO Investments
Date on
which the
consideration
was fully
settled
Discount/
(Premium) to
the Offer
Price (5)
Series Angel Financing
V ertex Asia+ /H1118/H1118/H1118/H1118/H1118/H1118/H1118March 28, 2013 RMB1,250,000 RMB12,500,000 RMB8.00 RMB10,000,000 RMB100,000,000 May 27, 2013 93.5%
White Cloud V alley /H1118/H1118/H1118March 28, 2013 RMB1,250,000 RMB12,500,000 RMB8.00 RMB10,000,000 RMB100,000,000 May 22, 2013 93.5%
Series A Financing
Boe Technology /H1118/H1118/H1118/H1118/H1118October 12,
2015
RMB4,166,666 RMB16,666,666 RMB12.00 RMB50,000,000 RMB200,000,000 October 28,
2015
90.3%
Series A+ Financing
Wanchuang Shidai /H1118/H1118/H1118/H1118December 28,
2017
(3)
RMB396,000 RMB21,557,270.69 RMB19.43 RMB7,692,307.69 RMB418,750,000 February 26,
2018
84.2%
Shanghai Fuzhishuo /H1118/H1118/H1118December 28,
2017 (3)
RMB356,400 RMB21,557,270.69 RMB19.43 RMB6,923,076.92 RMB418,750,000 February 9, 2018 84.2%
Juyuan Qitai + /H1118/H1118/H1118/H1118/H1118/H1118December 28,
2017 (3)
RMB237,600 RMB21,557,270.69 RMB19.43 RMB4,615,384.62 RMB418,750,000 February 12,
2018
84.2%
Shanghai Jiutangjin + /H1118/H1118December 28,
2017 (3)
RMB39,600 RMB21,557,270.69 RMB19.43 RMB769,230.77 RMB418,750,000 February 27,
2018
84.2%
Series B Financing
Qualcomm China /H1118/H1118/H1118/H1118December 28,
2017 (3)
RMB772,201 RMB21,557,270.69 RMB19.43 RMB15,000,000 RMB418,750,000 March 28, 2018 84.2%
December 28,
2017 (4)
RMB772,201 RMB26,066,660.13 RMB19.43 RMB15,000,000 RMB493,750,000 January 23, 2019 84.2%
Jichuang Y uyuan /H1118/H1118/H1118/H1118/H1118December 28,
2017 (3)
RMB772,201 RMB21,557,270.69 RMB19.43 RMB15,000,000 RMB418,750,000 March 15, 2018 84.2%
December 28,
2017 (4)
RMB772,201 RMB26,066,660.13 RMB19.43 RMB15,000,000 RMB493,750,000 January 8, 2019 84.2%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 3–


--- page 123 ---
Name of Pre-IPO
Investors
Date of
agreement
Registered
capital/number
of Shares
subscribed
Registered
capital/number of
Shares after each
round of Pre-IPO
Investments
Cost
per Share/
registered
capital (1) Total Consideration
Post-money valuation
of the Company after
each round of
Pre-IPO Investments
Date on
which the
consideration
was fully
settled
Discount/
(Premium) to
the Offer
Price (5)
Nanshan Hongtai /H1118/H1118/H1118/H1118December 28,
2017 (3)
RMB1,287,001 RMB21,557,270.69 RMB19.43 RMB25,000,000 RMB418,750,000 March 21, 2018 84.2%
December 28,
2017 (4)
RMB1,287,001 RMB26,066,660.13 RMB19.43 RMB25,000,000 RMB493,750,000 January 25, 2019 84.2%
Bangsheng Yingxin /H1118/H1118/H1118December 28,
2017 (3)
RMB257,400 RMB21,557,270.69 RMB19.43 RMB5,000,000 RMB418,750,000 March 19, 2018 84.2%
December 28,
2017 (4)
RMB257,400 RMB26,066,660.13 RMB19.43 RMB5,000,000 RMB493,750,000 January 10, 2019 84.2%
Qingyue
Optoelectronics /H1118/H1118/H1118/H1118
December 28,
2017 (3)
RMB128,700 RMB21,557,270.69 RMB19.43 RMB2,500,000 RMB418,750,000 February 8, 2018 84.2%
December 28,
2017 (4)
RMB128,700 RMB26,066,660.13 RMB19.43 RMB2,500,000 RMB493,750,000 September 18,
2018
84.2%
Hangzhou Kunwei /H1118/H1118/H1118/H1118December 28,
2017 (3)
RMB257,400 RMB21,557,270.69 RMB19.43 RMB5,000,000 RMB418,750,000 April 20, 2018 84.2%
December 28,
2017 (4)
RMB257,400 RMB26,066,660.13 RMB19.43 RMB5,000,000 RMB493,750,000 January 10, 2019 84.2%
Shanghai Jiutangjin + /H1118/H1118December 28,
2017 (3)
RMB25,740 RMB21,557,270.69 RMB19.43 RMB500,000 RMB418,750,000 February 27,
2018
84.2%
December 28,
2017 (4)
RMB25,740 RMB26,066,660.13 RMB19.43 RMB500,000 RMB493,750,000 March 11, 2019 84.2%
Shanghai Suishuo /H1118/H1118/H1118/H1118December 28,
2017 (3)
RMB231,660 RMB21,557,270.69 RMB19.43 RMB4,500,000 RMB418,750,000 January 5, 2018 84.2%
December 28,
2017 (4)
RMB231,660 RMB26,066,660.13 RMB19.43 RMB4,500,000 RMB493,750,000 May 13, 2019 84.2%
Tianjin Jinmi /H1118/H1118/H1118/H1118/H1118/H1118/H1118December 28,
2017 (3)
RMB128,700 RMB21,557,270.69 RMB19.43 RMB2,500,000 RMB418,750,000 March 16, 2018 84.2%
December 28,
2017 (4)
RMB128,700 RMB26,066,660.13 RMB19.43 RMB2,500,000 RMB493,750,000 January 9, 2019 84.2%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 4–


--- page 124 ---
Name of Pre-IPO
Investors
Date of
agreement
Registered
capital/number
of Shares
subscribed
Registered
capital/number of
Shares after each
round of Pre-IPO
Investments
Cost
per Share/
registered
capital (1) Total Consideration
Post-money valuation
of the Company after
each round of
Pre-IPO Investments
Date on
which the
consideration
was fully
settled
Discount/
(Premium) to
the Offer
Price (5)
Series C Financing
Qiming Rongke /H1118/H1118/H1118/H1118/H1118September 23,
2019
RMB529,536 RMB34,766,433 RMB30.42 RMB16,107,000 RMB1,057,500,000 October 11,
2019
75.3%
Qiming Rongying /H1118/H1118/H1118/H1118September 23,
2019
RMB285,135 RMB34,766,433 RMB30.42 RMB8,673,000 RMB1,057,500,000 October 11,
2019
75.3%
QM119 Limited /H1118/H1118/H1118/H1118/H1118September 23,
2019
RMB2,721,079 RMB34,766,433 RMB30.42 RMB82,767,600 RMB1,057,500,000 November 26,
2019
75.3%
Qualcomm China /H1118/H1118/H1118/H1118September 23,
2019
RMB272,108 RMB34,766,433 RMB30.42 RMB8,276,800 RMB1,057,500,000 November 4,
2019
75.3%
Nanshan Zhonghang /H1118/H1118September 23,
2019
RMB347,665 RMB34,766,433 RMB30.42 RMB10,575,000 RMB1,057,500,000 October 11,
2019
75.3%
Hongtai Zhiyun /H1118/H1118/H1118/H1118/H1118September 23,
2019
RMB328,761 RMB34,766,433 RMB30.42 RMB10,000,000 RMB1,057,500,000 October 31,
2019
75.3%
Jichuang Y uyuan /H1118/H1118/H1118/H1118/H1118September 23,
2019
RMB23,013 RMB34,766,433 RMB30.42 RMB700,000 RMB1,057,500,000 October 17,
2019
75.3%
Shanghai Suishuo /H1118/H1118/H1118/H1118September 23,
2019
RMB146,019 RMB34,766,433 RMB30.42 RMB4,441,500 RMB1,057,500,000 October 25,
2019
75.3%
Series C+ Financing
Xiaomi Changjiang /H1118/H1118/H1118April 10, 2020 RMB1,315,045 RMB37,070,297 RMB30.42 RMB40,000,000 RMB1,127,580,000 May 9, 2020 75.3%
Zhonghang Nanshan /H1118/H1118April 10, 2020 RMB657,523 RMB37,070,297 RMB30.42 RMB20,000,000 RMB1,127,580,000 April 22, 2020 75.3%
Series D Financing
HSG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118November 17,
2020
RMB3,089,191 RMB42,889,484 RMB48.56 RMB150,000,000 RMB2,082,558,283 December 8,
2020
60.6%
CICC Pucheng /H1118/H1118/H1118/H1118/H1118/H1118November 17,
2020
RMB205,946 RMB42,889,484 RMB48.56 RMB10,000,000 RMB2,082,558,283 November 30,
2020
60.6%
Xiamen Qilu /H1118/H1118/H1118/H1118/H1118/H1118/H1118November 17,
2020
RMB361,981 RMB42,889,484 RMB48.56 RMB17,576,512 RMB2,082,558,283 December 8,
2020
60.6%
Zhuhai Zhiyi
+ /H1118/H1118/H1118/H1118/H1118/H1118November 17,
2020
RMB617,838 RMB42,889,484 RMB48.56 RMB30,000,000 RMB2,082,558,283 December 10,
2020
60.6%
Hangzhou Kunwei /H1118/H1118/H1118/H1118November 17,
2020
RMB65,903 RMB42,889,484 RMB48.56 RMB3,200,000 RMB2,082,558,283 December 11,
2020
60.6%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 5–


--- page 125 ---
Name of Pre-IPO
Investors
Date of
agreement
Registered
capital/number
of Shares
subscribed
Registered
capital/number of
Shares after each
round of Pre-IPO
Investments
Cost
per Share/
registered
capital (1) Total Consideration
Post-money valuation
of the Company after
each round of
Pre-IPO Investments
Date on
which the
consideration
was fully
settled
Discount/
(Premium) to
the Offer
Price (5)
Jichuang Y uyuan /H1118/H1118/H1118/H1118/H1118November 17,
2020
RMB14,416 RMB42,889,484 RMB48.56 RMB700,000 RMB2,082,558,283 December 1,
2020
60.6%
Qualcomm China /H1118/H1118/H1118/H1118November 17,
2020
RMB72,081 RMB42,889,484 RMB48.56 RMB3,500,000 RMB2,082,558,283 December 8,
2020
60.6%
QM119 Limited /H1118/H1118/H1118/H1118/H1118November 17,
2020
RMB427,147 RMB42,889,484 RMB48.56 RMB20,740,726 RMB2,082,558,283 December 7,
2020
60.6%
Qiming Rongke /H1118/H1118/H1118/H1118/H1118November 17,
2020
RMB25,577 RMB42,889,484 RMB48.56 RMB1,241,924 RMB2,082,558,283 November 25,
2020
60.6%
Qiming Rongying /H1118/H1118/H1118/H1118November 17,
2020
RMB102,308 RMB42,889,484 RMB48.56 RMB4,967,696 RMB2,082,558,283 November 25,
2020
60.6%
Series D+ Financing
Hubble Technology /H1118/H1118/H1118May 8, 2021 RMB2,336,801 RMB46,736,024 RMB48.56 RMB113,466,637.39 RMB2,269,501,325.44 May 24, 2021 60.6%
Xiaomi Changjiang /H1118/H1118/H1118May 8, 2021 RMB1,021,756 RMB46,736,024 RMB48.56 RMB49,612,790.12 RMB2,269,501,325.44 May 28, 2021 60.6%
Series D++ Financing
Guokai Technology /H1118/H1118/H1118July 8, 2021 RMB412,376 RMB49,485,202 RMB72.75 RMB30,000,000 RMB3,600,000,000 July 14, 2021 41.0%
Wofu Ruixin /H1118/H1118/H1118/H1118/H1118/H1118/H1118July 8, 2021 RMB549,836 RMB49,485,202 RMB72.75 RMB40,000,000 RMB3,600,000,000 July 19, 2021 41.0%
Jiaxing Xihao /H1118/H1118/H1118/H1118/H1118/H1118July 8, 2021 RMB270,794 RMB49,485,202 RMB72.75 RMB19,700,000 RMB3,600,000,000 August 4, 2021 41.0%
Shenzhen Pingshan /H1118/H1118/H1118July 8, 2021 RMB59,107 RMB49,485,202 RMB72.75 RMB4,300,000 RMB3,600,000,000 July 19, 2021 41.0%
Xiamen Zhiyi /H1118/H1118/H1118/H1118/H1118/H1118July 8, 2021 RMB274,918 RMB49,485,202 RMB72.75 RMB20,000,000 RMB3,600,000,000 August 12, 2021 41.0%
Xiamen Qilu /H1118/H1118/H1118/H1118/H1118/H1118/H1118July 8, 2021 RMB687,294 RMB49,485,202 RMB72.75 RMB50,000,000 RMB3,600,000,000 July 21, 2021 41.0%
CICC Pucheng /H1118/H1118/H1118/H1118/H1118/H1118July 8, 2021 RMB137,459 RMB49,485,202 RMB72.75 RMB10,000,000 RMB3,600,000,000 July 21, 2021 41.0%
HSG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118July 8, 2021 RMB178,697 RMB49,485,202 RMB72.75 RMB13,000,000 RMB3,600,000,000 July 23, 2021 41.0%
Hangzhou Kunwei /H1118/H1118/H1118/H1118July 8, 2021 RMB34,365 RMB49,485,202 RMB72.75 RMB2,500,000 RMB3,600,000,000 August 12, 2021 41.0%
Jichuang Y uyuan /H1118/H1118/H1118/H1118/H1118July 8, 2021 RMB9,622 RMB49,485,202 RMB72.75 RMB700,000 RMB3,600,000,000 July 21, 2021 41.0%
Series Pre-IPO
Financing
Jiaxing Haiyun /H1118/H1118/H1118/H1118/H1118/H1118December 21,
2021
RMB706,371 RMB53,174,028 RMB127.41 RMB90,000,000 RMB6,775,000,000 December 24,
2021
(3.4)%
Haitong New Energy /H1118/H1118December 21,
2021
RMB470,914 RMB53,174,028 RMB127.41 RMB60,000,000 RMB6,775,000,000 December 30,
2021
(3.4)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 6–


--- page 126 ---
Name of Pre-IPO
Investors
Date of
agreement
Registered
capital/number
of Shares
subscribed
Registered
capital/number of
Shares after each
round of Pre-IPO
Investments
Cost
per Share/
registered
capital (1) Total Consideration
Post-money valuation
of the Company after
each round of
Pre-IPO Investments
Date on
which the
consideration
was fully
settled
Discount/
(Premium) to
the Offer
Price (5)
Y ueke Xintai No. 25 /H1118/H1118December 21,
2021
RMB274,700 RMB53,174,028 RMB127.41 RMB35,000,000 RMB6,775,000,000 December 27,
2021
(3.4)%
HSG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118December 21,
2021
RMB235,457 RMB53,174,028 RMB127.41 RMB30,000,000 RMB6,775,000,000 January 12, 2022 (3.4)%
Zhicheng Shuzhi /H1118/H1118/H1118/H1118/H1118December 21,
2021
RMB156,971 RMB53,174,028 RMB127.41 RMB20,000,000 RMB6,775,000,000 December 29,
2021
(3.4)%
Shenzhen High-Tech
Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118
December 21,
2021
RMB156,971 RMB53,174,028 RMB127.41 RMB20,000,000 RMB6,775,000,000 December 28,
2021
(3.4)%
Shengao Investment /H1118/H1118/H1118December 21,
2021
RMB78,486 RMB53,174,028 RMB127.41 RMB10,000,000 RMB6,775,000,000 December 29,
2021
(3.4)%
Shenzhen High-Tech
Fuhai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
December 21,
2021
RMB39,243 RMB53,174,028 RMB127.41 RMB5,000,000 RMB6,775,000,000 December 29,
2021
(3.4)%
Shenzhen Addition
No. 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
December 21,
2021
RMB39,243 RMB53,174,028 RMB127.41 RMB5,000,000 RMB6,775,000,000 December 29,
2021
(3.4)%
Series Pre-IPO+
Financing
Semiconductor and IC
Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
December 25,
2022
RMB2,700,000 RMB369,069,750 RMB150.43 RMB60,000,000 RMB8,201,550,000 December 28,
2022
(22.1)%
Houwang Ruilian /H1118/H1118/H1118/H1118December 25,
2022
RMB2,295,000 RMB369,069,750 RMB150.43 RMB51,000,000 RMB8,201,550,000 December 29,
2022
(22.1)%
Y uxin Taojin /H1118/H1118/H1118/H1118/H1118/H1118/H1118December 25,
2022
RMB900,000 RMB369,069,750 RMB150.43 RMB20,000,000 RMB8,201,550,000 December 28,
2022
(22.1)%
Dinghong Growth /H1118/H1118/H1118/H1118December 25,
2022
RMB450,000 RMB369,069,750 RMB150.43 RMB10,000,000 RMB8,201,550,000 December 30,
2022
(22.1)%
Huahui Dianke /H1118/H1118/H1118/H1118/H1118/H1118December 25,
2022
RMB450,000 RMB369,069,750 RMB150.43 RMB10,000,000 RMB8,201,550,000 December 28,
2022
(22.1)%
Series Pre-IPO++
Financing
Xiangfeng Phase II /H1118/H1118/H1118August 30,
2024
RMB4,500,000 RMB374,919,750 RMB150.43 RMB100,000,000 RMB8,331,550,000 September 10,
2024
(22.1)%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 7–


--- page 127 ---
Name of Pre-IPO
Investors
Date of
agreement
Registered
capital/number
of Shares
subscribed
Registered
capital/number of
Shares after each
round of Pre-IPO
Investments
Cost
per Share/
registered
capital (1) Total Consideration
Post-money valuation
of the Company after
each round of
Pre-IPO Investments
Date on
which the
consideration
was fully
settled
Discount/
(Premium) to
the Offer
Price (5)
Ceyuan Guangyi /H1118/H1118/H1118/H1118/H1118August 30,
2024
RMB1,350,000 RMB374,919,750 RMB150.43 RMB30,000,000 RMB8,331,550,000 September 20,
2024
(22.1)%
Through Transfer of
Shares/registered
capital
Enspire Capital Pte.
Ltd.
+ /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
December 4,
2013
RMB194,050 RMB12,500,000 US$1.29 US$250,000 RMB100,000,000 December 31,
2013
92.8%
Boe Technology /H1118/H1118/H1118/H1118/H1118December 9,
2015
RMB833,334 RMB16,666,666 RMB12.00 RMB10,000,000 RMB200,000,000 December 30,
2015
90.3%
Hefei Tianze /H1118/H1118/H1118/H1118/H1118/H1118/H1118May 7, 2018 RMB275,000 RMB21,557,271 RMB17.48 RMB4,807,242 RMB418,857,769.51 November 14,
2018
85.8%
May 7, 2018 RMB1,000,000 RMB21,557,271 RMB17.48 RMB17,482,500 RMB418,857,769.51 August 14, 2018 85.8%
Ningbo Y uhang /H1118/H1118/H1118/H1118/H1118May 7, 2018 RMB2,166,666 RMB21,557,271 RMB18.07 RMB39,141,375 RMB418,857,769.51 August 14, 2018 85.3%
Qicheng Zhiyuan /H1118/H1118/H1118/H1118July 8, 2019 RMB2,709,476 RMB26,066,660 RMB18.45 RMB50,000,000 RMB506,475,206.33 July 17, 2019 85.0%
V ertex Legacy
Continuation Fund
Pte. Ltd. (“ Vertex
Legacy ”)
(6) /H1118/H1118/H1118/H1118/H1118/H1118
March 16, 2021 RMB1,152,975 RMB42,889,484 RMB28.50 RMB32,855,552 RMB2,082,713,343.04 December 22,
2020
76.9%
Xiamen Zhiyi /H1118/H1118/H1118/H1118/H1118/H1118July 8, 2021 RMB617,838 RMB49,485,202 RMB48.56 RMB30,000,000 RMB3,600,048,446 August 3, 2021 60.6%
Y ueke Xintai No. 25 /H1118/H1118November 22,
2021
RMB206,541 RMB53,174,028 RMB121.04 RMB25,000,000 RMB6,774,902,907.48 August 1, 2022 1.8%
Nanjing Jintai V enture
Capital Partnership
Enterprise (Limited
Partnership)* (ԯᎀ
इ௴ุҳ༟ΥྫΆุ
(Υྫ))
(“Nanjing Jintai ”) /H1118/H1118
November 26,
2021
RMB165,233 RMB53,174,028 RMB121.04 RMB20,000,000 RMB6,774,902,907.48 December 13,
2021
1.8%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 8–


--- page 128 ---
Name of Pre-IPO
Investors
Date of
agreement
Registered
capital/number
of Shares
subscribed
Registered
capital/number of
Shares after each
round of Pre-IPO
Investments
Cost
per Share/
registered
capital (1) Total Consideration
Post-money valuation
of the Company after
each round of
Pre-IPO Investments
Date on
which the
consideration
was fully
settled
Discount/
(Premium) to
the Offer
Price (5)
Guangdong
Changtuoshi V enture
Capital Partnership
(Limited
Partnership)* (ڗ؇
ͩ௴ุҳ༟ΥྫΆ
ุ(Υྫ))
(“Guangdong
Changtuoshi ”) /H1118/H1118/H1118/H1118
November 29,
2021
RMB237,600 RMB53,174,028 RMB121.04 RMB28,759,389.12 RMB6,774,902,907.48 December 23,
2021
1.8%
Jiaxing Haiyun /H1118/H1118/H1118/H1118/H1118/H1118December 13,
2021
RMB234,126 RMB53,174,028 RMB121.04 RMB28,338,916 RMB6,774,902,907.48 December 17,
2021
1.8%
December 13,
2021
RMB272,108 RMB53,174,028 RMB121.04 RMB32,936,306 RMB6,774,902,907.48 December 17,
2021
1.8%
December 13,
2021
RMB72,081 RMB53,174,028 RMB121.04 RMB8,724,778 RMB6,774,902,907.48 December 17,
2021
1.8%
Shenzhen High-Tech
Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118
December 6,
2021
RMB165,233 RMB53,174,028 RMB121.04 RMB20,000,000 RMB6,774,902,907.48 December 28,
2021
1.8%
Shengao Investment /H1118/H1118/H1118December 6,
2021
RMB82,616 RMB53,174,028 RMB121.04 RMB10,000,000 RMB6,774,902,907.48 December 28,
2021
1.8%
Shenzhen High-Tech
Fuhai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
December 6,
2021
RMB41,308 RMB53,174,028 RMB121.04 RMB5,000,000 RMB6,774,902,907.48 December 29,
2021
1.8%
Shenzhen Addition
No. 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
December 6,
2021
RMB41,308 RMB53,174,028 RMB121.04 RMB5,000,000 RMB6,774,902,907.48 December 22,
2021
1.8%
Zhicheng Shuzhi /H1118/H1118/H1118/H1118/H1118November 29,
2021
RMB165,233 RMB53,174,028 RMB121.04 RMB20,000,000 RMB6,774,902,907.48 December 29,
2021
1.8%
Y u Huihui ( ໬ᅆฯ) /H1118/H1118/H1118February 25,
2022
RMB91,080 RMB53,174,028 RMB19.43 RMB1,769,230.77 RMB6,774,902,907.48 March 8, 2022 84.2%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
–1 1 9–


--- page 129 ---
Name of Pre-IPO
Investors
Date of
agreement
Registered
capital/number
of Shares
subscribed
Registered
capital/number of
Shares after each
round of Pre-IPO
Investments
Cost
per Share/
registered
capital (1) Total Consideration
Post-money valuation
of the Company after
each round of
Pre-IPO Investments
Date on
which the
consideration
was fully
settled
Discount/
(Premium) to
the Offer
Price (5)
Shenzhen Linghui
Cornerstone Equity
Investment Fund
Partnership
Enterprise (Limited
Partnership)* ( ଉέ̹
ᛆҳ༟ਿ
ΥྫΆุ(Υ
ྫ)) (“ Linghui
Cornerstone ”) /H1118/H1118/H1118/H1118
May 18, 2022 RMB716,149 RMB53,174,028 RMB139.64 RMB100,000,000 RMB6,774,902,907.48 June 2, 2022 (13.3)%
Dongguan Y ueke Xintai
Industry V enture
Investment
Partnership
Enterprise (Limited
Partnership)* (୷ຽ
㒥इʈછ௴ุҳ༟
ΥྫΆุ)( “ Yueke
Xintai Industry ”) /H1118/H1118
May 18, 2022 RMB194,050 RMB53,174,028 RMB139.64 RMB27,096,317 RMB6,774,902,907.48 August 1, 2022 (13.3)%
Ceyuan Guangyi /H1118/H1118/H1118/H1118/H1118August 30,
2024
RMB1,139,700 RMB374,919,750 RMB118.82 RMB20,000,000 RMB8,330,716,845.00 September 20,
2024
3.6%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 120 –


--- page 130 ---
Note:
(1) The cost per Share/registered capital is calculated by dividing the consideration paid by each Pre-IPO Investors by the amount of the registered c apital or the number of Shares subscribed
for by each Pre-IPO Investor. For illustrative purpose only, the cost per Share presented herein has been adjusted on a look-through basis with refere nce to the total registered capital prior
to the Company’s conversion into a joint stock company, with its total registered capital of RMB53,174,028 divided into 360,000,000 Shares.
(2) “+” indicates that, as of the Latest Practicable Date, such Pre-IPO investor was not one of our Shareholders.
(3) Series A+ Financing and Series B Financing were conducted together in the same capital increase agreement, namely, Series A+ and Series B Financin gs Agreement. See “— Major
Shareholding Changes and Pre-IPO Investments Prior to the Conversion into a Joint Stock Company — Series A+ Financing and Series B Financing” above fo r details.
(4) An additional capital increase was conducted pursuant to the Series A+ and Series B Financings Agreement. See “— 2018 Capital Increase” above for d etails.
(5) This calculation has taken into account the Company’s conversion into a joint stock company, with its total registered capital of RMB53,174,028 d ivided into 360,000,000 Shares.
(6) V ertex Legacy, a member of the same group as V ertex Asia, was established to succeed all the then 2.69% equity interest in the Company held by V ertex A sia, following the expiration
of V ertex Asia’s fund duration. The consideration was fully settled preceding the date of agreement for settlement efficiency and other commercial c onsiderations.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 121 –


--- page 131 ---
Principal Terms of the Pre-IPO Investments
Basis of determining the
valuation and
consideration paid /H1118/H1118/H1118/H1118/H1118
The determination of the valuation and consideration is based on
arm’s length negotiations between the relevant parties with
reference to among others, (i) the timing and market conditions of
the investments/equity transfers and the market value of
comparable companies at the relevant time, (ii) the business
operation, the financial performance of the Group at the relevant
time, (iii) source of the acquired shares, i.e. shares newly issued by
the Company or existing shares transferred by shareholders, and
(iv) the prospects of the Group’s business. In determination of the
valuation, the Company takes into account the qualities that market
participants consider when pricing the underlying assets or
liabilities at the measurement date, and uses valuation techniques
that are applicable in the current circumstances and supported by
sufficient available data and other materials.
Lock-up /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pursuant to the applicable PRC law, within the 12 months from the
Listing Date, the Shares issued by the Company prior to the Global
Offering (including the Shares held by the Pre-IPO Investors
immediately prior to the Global Offering) are restricted from
transfer.
Use of proceeds from the
Pre-IPO Investments /H1118/H1118/H1118
The Group utilized the proceeds from the Pre-IPO Investments for
the operations, business expansion and general working capital
purpose of the Group. As of the Latest Practicable Date,
approximately 90% of the funds raised from the Pre-IPO
Investments have been utilized.
Strategic benefit of the
Pre-IPO Investments to
the Group /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
At the time of each of the Pre-IPO Investments, the Directors were
of the view that the Company could benefit from the capital raised
through the Pre-IPO Investments, the Pre-IPO Investors’
knowledge and experience, and the endorsement of and confidence
in the Group’s performance, strength and prospects reflected by the
Pre-IPO Investments. Additionally, investments from the Pre-IPO
Investors, including state-owned enterprises which are ultimately
owned by the local governments, professional investment
companies or professional funds, are beneficial to business
development of our Group and could also diversify our
shareholding structure and Shareholders base.
Special Rights of the Pre-IPO Investors
According to certain share subscription agreements and shareholders’ agreements entered into
among all the then Shareholders (the “ Shareholders’ Agreement ,” which had been amended or
re-entered into from time to time) from March 2013, the Pre-IPO Investors have been granted
special rights in relation to the Company by the Company, Dr. Gu Jing, Shenzhen Yishi and
Shenzhen Yizhen (Dr. Gu Jing, Shenzhen Yishi and Shenzhen Yizhen, together as the “ obliged
shareholders ”), where applicable, including, among others, anti-dilution rights, co-sale rights,
information rights, redemption right granted by the Company (the “ Company Redemption
Right ”), redemption right granted by the obliged shareholders (the “ Obliged Shareholders
Redemption Right ”), liquidation preference provision, and appointment rights of observers to the
Board.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 122 –


--- page 132 ---
Company Redemption Right
On October 21, 2022, the Company, the obliged shareholders and the Pre-IPO Investors
entered into a supplemental agreement, agreeing that (i) the Company Redemption Right was
irrecoverably terminated on October 21, 2022 and (ii) the Obliged Shareholders Redemption Right
remained effective.
Obliged Shareholders Redemption Right
On March 28, 2023, the Company, the obliged shareholders and the Pre-IPO Investors entered
into an agreement, pursuant to which the Obliged Shareholders Redemption Right was terminated.
On August 30, 2024, the Company, the obliged shareholders and the Pre-IPO Investors entered into
a Shareholders’ Agreement, pursuant to which the Pre-IPO Investors were granted certain special
rights by the obliged shareholders including, among others, the Obliged Shareholders Redemption
Right. Pursuant to the latest Shareholders’ Agreement entered into on June 20, 2025, all the special
rights granted by the obliged shareholders under the Shareholders’ Agreement dated August 30,
2024 shall be terminated upon the Listing, except for the Obliged Shareholders Redemption Right,
which shall be terminated immediately before the first filing of listing application with the Stock
Exchange, provided that the Obliged Shareholders Redemption Right shall be automatically
restored if the Company fails to complete a qualified IPO (as defined in the Shareholders’
Agreement) on or before December 31, 2026.
In respect of the Obliged Shareholders Redemption Right, (i) the Company did not provide
any guarantee; (ii) there is no side agreement; and (iii) it was only granted by the obliged
shareholders rather than the Company and no financial liability regarding the Obliged Shareholders
Redemption Right was recorded during the Track Record Period. See note 33 to “Appendix I —
Accountants’ Report” to this Prospectus.
Joint Sponsors’ Confirmation
On the basis that (i) the consideration for the Pre-IPO Investments was settled more than 28
clear days before the first filing of the listing application by the Company with the Stock Exchange,
and (ii) the special rights granted to the Pre-IPO Investors have been terminated as disclosed in “—
Special Rights of the Pre-IPO Investors” above, the Joint Sponsors confirm that the Pre-IPO
Investments are in compliance with the Pre-IPO Investment Guidance as defined in Chapter 4.2 of
the Guide.
Information about the Pre-IPO Investors
Name of Pre-IPO Investors Background
Vertex Legacy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118V ertex Legacy is a limited liability company established under the
laws of Singapore on July 23, 2020 and is principally engaged in
equity investment. As of the Latest Practicable Date, V ertex Legacy
was a wholly-owned subsidiary of V ertex Legacy Special GP Ltd,
which was owned as to 50.0% by V ertex China Management (CI) Ltd
and 50.0% by V ertex V entures SEA GP , respectively. As of the same
Date, V ertex China Management (CI) Ltd was owned as to 50.0% by
Tay Choon Chong and 50.0% by Chua Kee Lock, respectively and
V ertex V entures SEA GP was owned as to 40.0% by Chua Kee Lock,
30.0% by Chua Joo Hock and 30.0% by Benedict Jerome Mathias,
respectively.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 123 –


--- page 133 ---
Name of Pre-IPO Investors Background
Yueke Xintai No. 25 /H1118/H1118/H1118/H1118Y ueke Xintai No. 25 is a limited partnership established under the
laws of the PRC on August 2, 2021 and is principally engaged in
equity investment. As of the Latest Practicable Date, Y ueke Xintai
No. 25 was owned as to 99.98% by its 40 limited partners and 0.02%
by Shenzhen Xintai Private Equity Investment Fund Management
Company Limited* (ʮ̡)
(“Shenzhen Xintai ”), which was ultimately controlled by Wu
Andong (؇respectively.
To the best knowledge of the Company, no limited partners of Y ueke
Xintai No. 25 held more than one-third of partnership interest therein
and all the above entities and individuals are Independent Third
Parties.
Yueke Xintai Industry /H1118/H1118/H1118Y ueke Xintai Industry is a limited partnership established under the
laws of the PRC on November 2, 2021 and is principally engaged in
equity investment. As of the Latest Practicable Date, Y ueke Xintai
Industry was owned as to 99.998% by its 39 limited partners and
0.002% by Shenzhen Xintai, which was ultimately controlled by Wu
Andong (؇respectively.
To the best knowledge of the Company, no limited partners of Y ueke
Xintai Industry held more than one-third of partnership interest
therein and all the above entities and individuals are Independent
Third Parties.
White Cloud Valley /H1118/H1118/H1118/H1118/H1118White Cloud V alley is a limited liability company established under
the laws of Hong Kong on December 20, 2012 and is principally
engaged in equity investment. As of the Latest Practicable Date,
White Cloud V alley was a wholly-owned subsidiary of Blue Sky
V alley Limited, which was ultimately controlled by CITIC Capital
Holdings Limited, a global alternative investment management and
advisory company whose core businesses include private equity, real
estate, structured investment and finance, special situations, and
asset management.
To the best knowledge of the Company, all the above entities and
individuals are Independent Third Parties.
Boe Technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118BOE Technology is a joint stock limited company established under
the laws of the People’s Republic of China on April 9, 1993, with its
shares listed on the A-share and B-share markets of the Shenzhen
Stock Exchange (stock codes: 000725.SZ and 200725.SZ ). In
constant pursuit of excellence, BOE Technology is an innovative IoT
company dedicated to providing intelligent interface products and
professional services for information interaction and human health.
Its principal operations include the display devices business, the IoT
innovation business, the sensor business, the MLED business, the
smart engineering medicine business, and the “N” business.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 124 –


--- page 134 ---
Name of Pre-IPO Investors Background
Ningbo Yuhang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Ningbo Y uhang is a limited partnership established under the laws of
the PRC on March 23, 2016, and is principally engaged in equity
investment. As of the Latest Practicable Date, Ningbo Y uhang was
owned as to 3.33% by its general partner, Ms. Jia Jing ( ༠᎑ɾɻ)
and 96.67% by its limited partner, Ms. Jia Kun ( ༠տɾɻ), Ms. Jia
Jing’s sister.
Qicheng Zhiyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118Qicheng Zhiyuan is a limited partnership established under the laws
of the PRC on August 8, 2018 and is principally engaged in equity
investment. As of the Latest Practicable Date, Qicheng Zhiyuan was
owned as to 99.00% by its limited partner Ms. Jia Kun, Ms. Jia Jing’s
sister, and 1.00% by its general partner Ms. Jia Jing.
Guangdong Changtuoshi /H1118Guangdong Changtuoshi is a limited partnership established under
the laws of the PRC on May 26, 2021 and principally engaged in
equity investment. As of the Latest Practicable Date, Guangdong
Changtuoshi was owned as to 99.81% by its 28 limited partners and
0.19% by its general partner Guangdong Changshi V enture Capital
Partnership Enterprise (Limited Partnership)* (ͩ௴ุҳ༟Υ
ྫΆุ(Υྫ)), which was ultimately controlled by Ding
Zhongmin (͏), respectively.
To the best knowledge of the Company, no limited partners of
Guangdong Changtuoshi held more than one-third of partnership
interest therein and all of the above entities and individuals are
Independent Third Parties.
Nanjing Jintai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Nanjing Jintai is a limited partnership established under the laws of
the PRC on September 2, 2021 and principally engaged in venture
capital investment (limited to investments in non-listed enterprises).
As of the Latest Practicable Date, Nanjing Jintai was owned as to
99.00% by its limited partner Shenzhen Weishun Zhengxin
Investment Company Limited* (ப΂ʮ
̡), which was ultimate controlled by Lai Pak Lam (ᎌ), 0.20%
by a general partner and 0.80% by its general partner Lai Pak Lam,
respectively.
To the best knowledge of the Company, all the above entities and
individuals are Independent Third Parties.
Wanchuang Shidai /H1118/H1118/H1118/H1118/H1118/H1118Wanchuang Shidai is a limited partnership established under the laws
of the PRC on May 19, 2015 and principally engaged in equity
investment. As of the Latest Practicable Date, Wanchuang Shidai
was owned as to 93.23% by its limited partner Jiang Shipeng (˻
ᘄ), 3.33% by a limited partner and 3.44% by its general partner
Shenzhen Runiu Investment Company Limited* (ࠢ
ʮ̡), which was owned as to 50.00% by Jiang Y u (ڠ۴and
50.00% by Jiang Shipeng, respectively.
To the best knowledge of the Company, all the above entities and
individuals are Independent Third Parties.
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Name of Pre-IPO Investors Background
Linghui Cornerstone /H1118/H1118/H1118/H1118Linghui Cornerstone is a limited partnership established under the
laws of the PRC on June 25, 2018 and principally engaged in equity
investment. As of the Latest Practicable Date, Linghui Cornerstone
was owned as to 99.00% by its 21 limited partners and 1.00% by its
general partner Shenzhen Lingxin Cornerstone Equity Investment
Fund Management Partnership Enterprise (Limited Partnership)* ( ଉ
၍ଣΥྫΆุ(Υྫ)), which was
ultimately controlled by Zhang Wei ( ੵၪ).
To the best knowledge of the Company, no limited partners held
more than one third of the partnership interest in Linghui
Cornerstone and the above entities and individuals are Independent
Third Parties.
Yu Huihui ( ໬ᅆฯ) /H1118/H1118/H1118/H1118/H1118Y u Huihui is an individual investor and experienced entrepreneur in
asset and enterprise management, being an Independent Third Party.
Shanghai Fuzhishuo /H1118/H1118/H1118/H1118Shanghai Fuzhishuo is a limited partnership established under the
laws of the PRC on June 10, 2015 and principally engaged in equity
investment. As of the Latest Practicable Date, Shanghai Fuzhishuo
was owned as to 49.00% by its limited partner Shanghai Fudan
Science Park Co., Ltd.* (ʮ̡)( “ Fudan
Science Park ”), 50.00% by other three limited partners, and 1.00%
by its general partner Shanghai Fuzhishuo Investment Management
Partnership Enterprise (Limited Partnership)* ( ɪऎూʘ၂ҳ༟၍ଣ
ΥྫΆุ(Υྫ)), which was ultimately controlled by Y u Huihui,
respectively.
To the best knowledge of the Company, other than Fudan Science
Park, no other limited partners of Shanghai Fuzhishuo held more
than one-third of partnership interest therein and all of the above
entities and individuals are Independent Third Parties.
Qualcomm China /H1118/H1118/H1118/H1118/H1118/H1118Qualcomm China is a limited liability company established under the
laws of the PRC on January 14, 2016 and principally engaged in
equity investment, a wholly-owned subsidiary of Qualcomm Global
Trading Pte. Ltd., established under the laws of Singapore on
September 8, 2011 and being an Independent Third Party.
Jichuang Yuyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118Jichuang Y uyuan is a limited partnership established under the laws
of the PRC on March 7, 2017 and principally engaged in equity
investment. As of the Latest Practicable Date, Jichuang Y uyuan was
owned as to 99.00% by six limited partners, each being an
Independent Third Party and 1.00% by its general partner Chongqing
Jichuang Junyuan Equity Investment Fund Management Partnership
Enterprise (Limited Partnership)* (၍ଣ
ΥྫΆุ(Υྫ)), which was ultimately controlled by Zhang
Pengpeng (؃؃.)
To the best knowledge of the Company, no limited partners of
Jichuang Y uyuan held more than one-third of partnership interest
therein and all of the above entities and individuals are Independent
Third Parties.
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Nanshan Hongtai /H1118/H1118/H1118/H1118/H1118/H1118/H1118Nanshan Hongtai is a limited partnership established under the laws
of the PRC on December 2, 2016 and principally engaged in equity
investment. As of the Latest Practicable Date, Nanshan Hongtai was
owned as to 43.75% by its limited partner National Integrated Circuit
Industry Investment Fund Co., Ltd.* (ٰږ
ʮ̡)( “ National IC Investment ”), which was collectively
launched by a number of institutions, mainly including the MOF,
China Development Bank Capital Corporation Ltd* (ࠢ
ப΂ʮ̡), State Tobacco Monopoly Administration* (๧ণਖ਼ር
҅) and Beijing E-Town International Investment & Development
Co., Ltd.* (ʮ̡), 55.00% by four other
limited partners and 1.25% by its general partner, Hongtai
(Shenzhen) Industry Investment Fund Management Enterprise
(Limited Partnership)* ( ᒿइ(ଉέ)၍ଣΆุ(Υ
ྫ)), which was owned as to 25.00% by its limited partner Wang
Wenzhong (׀25.00% by its limited partner Huang Xueliang
(රኪԄ), 25.00% by its limited partner Shenzhen Houwang
Investment Management Company Limited* (ૐҳ༟၍ଣϞ
ʮ̡), 24.00% by its limited partner Shenzhen Hongtai Zhihe
V enture Capital Enterprise (Limited Partnership)* ( ଉέᒿइ౽Υ௴
ҳΥྫΆุ(Υྫ)) and 1.00% by its general partner being
Shenzhen Hongtai Fund Investment Management Company
Limited* (ʮ̡), which was further
owned as to 33.34% by Huang Xueliang ( රኪԄ), 33.33% by Wang
Wenzhong (׀and 33.33% by Shenzhen Houwang Investment
Management Company Limited* (ʮ̡).
To the best knowledge of the Company, other than National IC
Investment, no other limited partners of Nanshan Hongtai held more
than one-third of partnership interest therein and all of the above
entities and individuals are Independent Third Parties.
Bangsheng Yingxin /H1118/H1118/H1118/H1118/H1118Bangsheng Yingxin is a limited partnership established under the
laws of the PRC on May 10, 2016 and principally engaged in equity
investment. As of the Latest Practicable Date, Bangsheng Yingxin
was owned as to 72.62% by its limited partners Suzhou Bangsheng
Chuangji V enture Capital Enterprise (Limited Partnership)* ( ᘽψԞ
ସ௴᝘௴ุҳ༟Άุ(Υྫ)) (“ Bangsheng Chuangji ”), which
was ultimately controlled by Gao Chong ( ḧᶲ), 26.38% by two
other limited partners and 1.00% by Nanjing Bangsheng Investment
Management Partnership Enterprise (Limited Partnership)* (ԯԞ
ସҳ༟၍ଣΥྫΆุ(Υྫ)), which was ultimately controlled
by Gao Chong ( ḧᶲ), respectively.
To the best knowledge of the Company, other than Bangsheng
Chuangji, no other limited partners of Bangsheng Yingxin held more
than one-third of partnership interest therein and all of the above
entities and individuals are Independent Third Parties.
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Qingyue Optoelectronics /H1118Qingyue Optoelectronics is a joint stock company with limited
liability established under the laws of the PRC on December 30,
2010, the shares of which are listed on the Shanghai Stock Exchange
(stock code: 688496.SH). Qingyue Optoelectronics is a dedicated
provider of integrated solutions for display technologies in IoT
terminals. Qingyue Optoelectronics specializes in the research,
development, manufacturing, and sales of next-generation display
devices, particularly OLED technologies. The core business
structure of Qingyue Optoelectronics is built around three main
product lines, PMOLED displays, e-paper modules, and silicon-
based OLED micro-displays.
Shanghai Suishuo /H1118/H1118/H1118/H1118/H1118/H1118Shanghai Suishuo is a limited partnership established under the laws
of the PRC on September 8, 2015 and principally engaged in equity
investment. As of the Latest Practicable Date, Shanghai Suishuo was
owned as to 99.38% by its six limited partners and 0.62% by its
general partner Shanghai Songshuo Investment Partnership
Enterprise (Limited Partnership)* ( ɪऎ҂၂ҳ༟ΥྫΆุ(Υ
ྫ)), which was ultimately controlled by Feng Y u ( ჾϻ).
To the best knowledge of the Company, no limited partners held
more than one third of the partnership interest in Shanghai Suishuo
and the above entities and individuals are Independent Third Parties.
Hangzhou Kunwei /H1118/H1118/H1118/H1118/H1118/H1118Hangzhou Kunwei is a limited partnership established under the laws
of the PRC on September 11, 2017 and principally engaged in equity
investment. As of the Latest Practicable Date, Hangzhou Kunwei
was owned as to 80% by its general partner Gu Ruizhang ( ᚥ๿௝)
and 20% by its limited partner Wang Dai (֩each being an
Independent Third Party.
Tianjin Jinmi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Tianjin Jinmi is a limited partnership established under the laws of
the PRC on July 16, 2014 and principally engaged in equity
investment. As of the Latest Practicable Date, Tianjin Jinmi was
owned as to 86.20% by its general partner Tianjin Jinxing V enture
Capital Company Limited* (ʮ̡)( “ Tianjin
Jinxing ”) and 13.80% by its limited partner Tianjin Zhongmi
Enterprise Management Partnership Enterprise (Limited
Partnership)* (଺ϷΆุ၍ଣΥྫΆุ(Υྫ)) (“ Tianjin
Zhongmi ”), respectively. Each of Tianjin Jinxing and Tianjin
Zhongmi is ultimately controlled by Lei Jun (ࠏas of the Latest
Practicable Date.
To the best knowledge of the Company, all the above entities and
individuals are Independent Third Parties.
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Qiming Rongke /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Qiming Rongke is a limited partnership established under the laws of
the PRC on October 16, 2017 and principally engaged in equity
investment. As of the Latest Practicable Date, Qiming Rongke was
owned as to 98.89% by 24 limited partners and 1.11% by its general
partner Suzhou Qiping Investment Management Partnership
(Limited Partnership)* ( ᘽψ઼̻ҳ༟၍ଣΥྫΆุ(Υྫ))
(“Suzhou Qiping ”), whose general partner is Suzhou Qiman
Investment Management Company Limited* ( ᘽψ઼တҳ༟၍ଣϞ
ʮ̡), which was ultimately controlled by Y u Jia ( ɲԳ) and Xu
Jing (᎑).
To the best knowledge of the Company, no limited partners held
more than one third of the partnership interest in Qiming Rongke and
the above entities and individuals are Independent Third Parties.
Qiming Rongying /H1118/H1118/H1118/H1118/H1118/H1118Qiming Rongying is a limited partnership established under the laws
of the PRC on November 30, 2017 and principally engaged in equity
investment. As of the Latest Practicable Date, Qiming Rongying was
owned as to 98.61% by its 10 limited partners and 1.39% by its
general partner Suzhou Qiping whose general partner is Suzhou
Qiman Investment Management Company Limited* ( ᘽψ઼တҳ༟
ʮ̡), which was ultimately controlled by Y u Jia ( ɲԳ) and
Xu Jing (᎑).
To the best knowledge of the Company, no limited partners held
more than one third of the partnership interest in Qiming Rongying
and all the above entities and individuals are Independent Third
Parties.
QM119 Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118QM119 Limited is a limited liability company established under the
laws of British Virgin Islands on April 9, 2019 and is principally
engaged in equity investment. As of the Latest Practicable Date,
QM119 Limited was owned as to 97.38% by Qiming V enture
Partners VI, L.P . and 2.62% by Qiming Managing Directors Fund VI
L.P ., respectively. As of the same date, each of Qiming V enture
Partners VI, L.P . and Qiming Managing Directors Fund VI L.P . was
ultimately controlled by Qiming Corporate GP VI. Ltd., in which no
individual ultimate beneficial owner held more than one third of
interest.
To the best knowledge of the Company, all the above entities are
Independent Third Parties.
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Hongtai Zhiyun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Hongtai Zhiyun is a limited partnership established under the laws of
the PRC on July 16, 2019 and is principally engaged in equity
investment. As of the Latest Practicable Date, Hongtai Zhiyun was
owned as to 69.61% by its limited partner, Gongqingcheng Hongtai
Zhiyun V enture Capital Partnership Enterprise (Limited Partnership)*
(ᒿइ౽ථ௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Gongqingcheng
Hongtai Zhiyun ”), which was ultimately controlled by Chen Qiwei
(௓ೡਃ), 28.92% by its 11 other limited partners and 1.47% by its
general partner Shenzhen Hongtai V enture Capital Company Limited*
(ʮ̡), which was ultimately controlled by Huang
Huasong (ؒrespectively.
To the best knowledge of the Company, other than Gongqingcheng
Hongtai Zhiyun, no other limited partners held more than one third
of the partnership interest in Hongtai Zhiyun and all the above
entities and individuals are Independent Third Parties.
Hefei Tianze /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Hefei Tianze is a limited partnership established under the laws of
the PRC on March 14, 2018 and is principally engaged in equity
investment. As of the Latest Practicable Date, Hefei Tianze was
owned as to 54.91% by its limited partner, Qicheng Zhiyuan, 44.64%
by its three other limited partners, none of whom owned more than
one third of partnership interest therein, and 0.45% by its general
partner, Ningbo Chencheng Enterprise Management Partnership
Enterprise (Limited Partnership)* (Άุ၍ଣΥྫΆุ(ࠢ
Υྫ)) (“ Ningbo Chencheng ”), which was owned as to 99.00% by
its limited partner He Xuan ( О⥳), Ms. Jia Kun’s daughter, and
1.00% by its general partner, Pei Lei ( ႞ᆾ), He Xuan’s spouse,
respectively.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Nanshan Zhonghang /H1118/H1118/H1118/H1118Nanshan Zhonghang is a limited partnership established under the laws
of the PRC on December 28, 2016 and principally engaged in equity
investment. As of the Latest Practicable Date, Nanshan Zhonghang was
owed as to 99.00% by its eight limited partners and 1.00% by its general
partner Kaisheng Nanshan Private Equity Investment Fund
Management (Shenzhen) Company Limited* (ᛆҳ༟
၍ଣ(ଉέ)ʮ̡)( “ Kaisheng Nanshan ”), which was further
owned as to 35.00% by Shenzhen Nanshan Heli Investment
Management Partnership Enterprise (Limited Partnership)* (ʆ
Υɢҳ༟၍ଣΥྫΆุ(Υྫ)), which was owned as to 20.00%
by its limited partner Shi Jinshun (න), 13.33% by its limited
partner Chen Y afei (࠭6.67% by its limited partner Wang Lijun
(ˮᘆё) and 60.00% by its general partner Chen Chen ( ௓ો), 33.00%
by Zhonghang International Investment Company Limited* ( ʕঘ਷ყ
ʮ̡), now known as Kaihang Investment (Shenzhen)
Company Limited* ( ௱ঘҳ༟(ଉέ)ʮ̡), a wholly-owned
subsidiary of China Aviation Industry Group Co., Ltd.* (ʈุ
ʮ̡), which was ultimately owned by State-owned Assets
Supervision and Administration Commission of the State Council ( ਷ਕ
ึ), 22.00% by Hunan Amala Technology
Company Limited* (ʮ̡), which was wholly-
owned by Wu Jingsheng ( ю຾௷) and 10.00% by Dongguan Qianyuan
Investment Consulting Enterprise (Limited Partnership)* (୷৻ʩҳ
༟ፔ༔Άุ(Υྫ)), which was owned as to 5.00% by its limited
partner Zhan Jinmei ( ༗ᎀ֊) and 95.0% by its general partner Wang
Lijun ( ˮᘆё), respectively.
To the best knowledge of the Company, no limited partners held
more than one third of the partnership interest in Nanshan
Zhonghang and the above entities are Independent Third Parties.
Xiaomi Changjiang /H1118/H1118/H1118/H1118/H1118Xiaomi Changjiang is a limited partnership established under the
laws of the PRC on December 7, 2017 and principally engaged in
equity investment. As of the Latest Practicable Date, Xiaomi
Changjiang was owned as to 99.92% by its 15 limited partners and
0.08% by its general partner Hubei Xiaomi Changjiang Industry
Investment Fund Management Company Limited* (Ϫପ
ʮ̡), which was ultimately controlled by Lei
Jun (ࠏrespectively.
To the best knowledge of the Company, no limited partners held
more than one third of the partnership interest in Xiaomi Changjiang
and the above entities are Independent Third Parties.
HSG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HSG is a limited liability company incorporated under the laws of
the Cayman Islands. The sole shareholder of HSG is HongShan
Capital V enture Fund VIII, L.P . HongShan Capital V enture Fund
VIII, L.P . is an investment fund whose primary purpose is to make
equity investments in private companies, whose general partner is
HSG V enture VIII Management, L.P . The general partner of HSG
V enture VIII Management, L.P . is HSG Holding Limited, whose sole
shareholder is SNP China Enterprises Limited. The sole shareholder
of SNP China Enterprises Limited is Mr. Neil Nanpeng Shen.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Pre-IPO Investors Background
To the best knowledge of the Company, all the above entities and
individuals are Independent Third Parties.
CICC Pucheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118CICC Pucheng is wholly owned by China International Capital
Corporation Limited, a PRC established joint stock company whose
shares are listed on the Shanghai Stock Exchange (stock code:
601995.SH) and the Main Board of the Stock Exchange (stock code:
3908.HK). CICC Pucheng is an established investment company
focusing on various industries including technology, finance and
healthcare. To the best knowledge of the Company, CICC Pucheng is
an Independent Third Party.
Xiamen Qilu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Xiamen Qilu is a limited partnership established under the laws of
the PRC on March 18, 2019 and principally engaged in equity
investment. As of the Latest Practicable Date, Xiamen Qilu was
owned as to 99.89% by CICC Qirong (Xiamen) Equity Investment
Fund Partnership Enterprise (Limited Partnership)* (઼ፄ(ژ)
ΥྫΆุ(Υྫ)) and 0.11% by its general partner
CICC Capital Operation Company Limited* (ʮ
̡).
To the best knowledge of the Company, all of the above entities are
Independent Third Parties.
Xiamen Zhiyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Xiamen Zhiyi is a limited partnership established under the laws of
the PRC on May 27, 2021 and principally engaged in equity
investment. As of the Latest Practicable Date, Xiamen Zhiyi was
owned as to 99.00% by its limited partner Li Xiang ( ҽᚤ) and 1.00%
by its general partner Mr. Li Changshun (න), respectively. Ms.
Jia Jing and Mr. Li Changshun are spouses. Ms. Jia Jing and Mr. Li
Changshun are Li Xiang’s mother and father. See “Substantial
Shareholders.”
Hubble Technology /H1118/H1118/H1118/H1118/H1118Hubble Technology is a limited partnership established under the
laws of the PRC on April 15, 2021 and is principally engaged in
equity investment. As of the Latest Practicable Date, Hubble
Technology was owned as to 69.00% by its limited partner Huawei
Technology Company Limited* (ʮ̡), which was
ultimately controlled by Huawei Investment Holding Company
Limited Union Committee* (ึ)
(“Huawei Union ”), 30% by a limited partner being an Independent
Third Party and 1.00% by its general partner Hubble Technology
V enture Capital Company Limited* (ʮ̡), a
wholly-owned subsidiary of Huawei Investment Holding Company
Limited* (ʮ̡) which was owned as to 99.42%
by Huawei Union and 0.58% by Ren Zhengfei, respectively.
To the best knowledge of the Company, all the above entities and
individuals are Independent Third Parties.
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Name of Pre-IPO Investors Background
Guokai Technology /H1118/H1118/H1118/H1118/H1118Guokai Technology is a limited liability company established under
the laws of the PRC on November 8, 2016 and principally engaged
in equity investment. Guokai Technology is a wholly-owned
subsidiary of China Development Bank (ක೯ვБ).
To the best knowledge of the Company, all the above entities and
individuals are Independent Third Parties.
Wofu Ruixin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Wofu Ruixin is a limited partnership established on February 5, 2021
and principally engaged in equity investment. As of the Latest
Practicable Date, Wofu Ruixin was owned as to 99.46% by its 11
limited partners and 0.54% by its general partner Shanghai Wofu
Private Equity Fund Management Company Limited* ( ɪऎӜረӷ෍
ʮ̡), which was ultimately controlled by Geng Kai
(অ௱), respectively.
To the best knowledge of the Company, no limited partners held
more than one third of the partnership interest in Wofu Ruixin and all
the above entities and individuals are Independent Third Parties.
Jiaxing Xihao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Jiaxing Xihao is a limited partnership established under the laws of
the PRC on December 22, 2020 and is principally engaged in equity
investment. As of the Latest Practicable Date, Jiaxing Xihao was
owned as to 60.00% by its limited partner Suzhou Haoquan
Enterprise Management Company Limited* (ࠢ
ʮ̡), which was ultimately controlled by Gu Qinghui ( ᚥᅅሾ),
33.50% by its limited partner Hao Yingming (׼ߵ5.00% by a
limited partner being an individual, and 1.50% by its general partner
Shanghai Xihao Investment management Company Limited* ( ɪऎ
ʮ̡), which was owned as to 50.00% by Li Jiaqi
(ҽԳೡ), 30.00% by Shanghai Dongxi Investment Development
Company Limited* (ʮ̡) and 20.00% by
Y uan Liangyong ( ঺Ԅ͑), respectively.
To the best knowledge of the Company, all the above entities and
individuals are Independent Third Parties.
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Shenzhen Pingshan /H1118/H1118/H1118/H1118/H1118Shenzhen Pingshan is a limited partnership established under the
laws of the PRC on December 25, 2019 and is principally engaged
in equity investment. As of the Latest Practicable Date, Shenzhen
Pingshan was owned as to 99.00% by its six limited partners and
1.00% by its general partner Kaisheng Nanshan, which was further
owned as to 35.00% by Shenzhen Nanshan Heli Investment
Management Partnership Enterprise (Limited Partnership)* (ی
ʆΥɢҳ༟၍ଣΥྫΆุ(Υྫ)), which was owned as to
20.00% by its limited partner Shi Jinshun (න), 13.33% by its
limited partner Chen Y afei (࠭6.67% by its limited partner
Wang Lijun ( ˮᘆё) and 60.00% by its general partner Chen Chen
(௓ો), 33.00% by Zhonghang International Investment Company
Limited* (ʮ̡), now known as Kaihang
Investment (Shenzhen) Company Limited* ( ௱ঘҳ༟(ଉέ)ʮ
̡), a wholly-owned subsidiary of China Aviation Industry Group
Co., Ltd.* (ʮ̡), which was ultimately
owned by State-owned Assets Supervision and Administration
Commission of the State Council (ึ),
22.00% by Hunan Amala Technology Company Limited* (ီ
ʮ̡), which was wholly-owned by Wu Jingsheng ( ю຾
௷) and 10.00% by Dongguan Qianyuan Investment Consulting
Enterprise (Limited Partnership)* (୷৻ʩҳ༟ፔ༔Άุ(Υ
ྫ)), which was owned as to 5.00% by its limited partner Zhan
Jinmei ( ༗ᎀ֊) and 95.0% by its general partner Wang Lijun ( ˮᘆ
ё), respectively.
To the best knowledge of the Company, no limited partners held
more than one third of the partnership interest in Shenzhen Pingshan
and all the above entities and individuals are Independent Third
Parties.
Jiaxing Haiyun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Jiaxing Haiyun is a limited partnership established under the laws of
the PRC on October 8, 2021 and principally engaged in equity
investment. As of the Latest Practicable Date, Jiaxing Haiyun was
owned as to 99.42% by its eight limited partners and 0.58% by its
general partner Suzhou Jiansheng Investment Management
Partnership Enterprise (Limited Partnership)* (᳅ҳ༟၍ଣΥ
ྫΆุ(Υྫ)), which was ultimately controlled by Xiang
Xiaobo (تrespectively.
To the best knowledge of the Company, no limited partners held
more than one third of the partnership interest in Jiaxing Haiyun and
all the above entities and individuals are Independent Third Parties.
Haitong New Energy /H1118/H1118/H1118/H1118Haitong New Energy is a limited partnership established under the
laws of the PRC on January 20, 2020 and principally engaged in
equity investment. As of the Latest Practicable Date, Haitong New
Energy was owned as to 99.33% by its eight limited partners and
0.67% by its general partner Haitong New Energy Private Equity
Investment Management Company Limited* (ᛆ
ʮ̡), which was ultimately controlled by Guotai
Haitong Securities Co., Ltd. (stock code: 601211.SH/02611.HK) ( ਷
ʮ̡), respectively.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Pre-IPO Investors Background
To the best knowledge of the Company, no limited partners held
more than one third of the partnership interest in Haitong New
Energy and all the above entities are Independent Third Parties.
Zhicheng Shuzhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118Zhicheng Shuzhi is a limited partnership established under the laws
of the PRC on November 2, 2021 and principally engaged in equity
investment. As of the Latest Practicable Date, Zhicheng Shuzhi was
owned as to 37.77% by its limited partner Shenzhen Shuntou Niu
Niu Investment Partnership Enterprise* (Limited Partnership) ( ଉέ
̹නҳˬˬҳ༟ΥྫΆุ(Υྫ)), which was ultimately
controlled by Lin Shubin (ዓ੸), 50.35% by its two limited
partners and 11.88% by its general partner Shenzhen Smart City
Industry Investment Private Equity Fund Management Company
Limited* (ʮ̡), which was
wholly controlled by Shenzhen Smart City Technology Development
Group Co., Ltd.* (ʮ̡), which
was in turn wholly controlled by the State-owned Assets Supervision
and Administration Commission of Shenzhen Municipality ( ଉέ̹
ึ), respectively.
To the best knowledge of the Company, no limited partners held
more than one third of the partnership interest in Zhicheng Shuzhi
and all the above entities and individuals are Independent Third
Parties.
Shenzhen High-Tech
Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Shenzhen High-Tech Investment is a limited liability company
established under the laws of the PRC on June 29, 2010 and
principally engaged in equity investment. As of the Latest
Practicable Date, Shenzhen High-Tech Investment was a wholly-
owned subsidiary of Shenzhen High-Tech Investment Group
Company Limited* (ʮ̡), which was
ultimately controlled by the State-owned Assets Supervision and
Administration Commission of Shenzhen Municipality ( ଉέ̹਷Ϟ
ึ).
To the best knowledge of the Company, all the above entities are
Independent Third Parties.
Shengao Investment /H1118/H1118/H1118/H1118/H1118Shengao Investment is a limited partnership established under the
laws of the PRC on December 9, 2020 and principally engaged in
equity investment. As of the Latest Practicable Date, Shengao
Investment was owned as to 99.00% by its 11 limited partners and
1.00% by its general partner Chengdu Shengao Investment
Zhongxiaodan Equity Investment Management Company Limited*
(ʮ̡), which was ultimately
controlled by the State-owned Assets Supervision and
Administration Commission of Shenzhen Municipality ( ଉέ̹਷Ϟ
ึ), respectively.
To the best knowledge of the Company, no limited partners held
more than one third of the partnership interest in Shengao
Investment and all the above entities and individuals are Independent
Third Parties.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Pre-IPO Investors Background
Shenzhen High-Tech
Fuhai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Shenzhen High-Tech Fuhai is a limited partnership established under
the laws of the PRC on July 16, 2021 and principally engaged in
equity investment. As of the Latest Practicable Date, Shenzhen
High-Tech Fuhai was owned as to 70% by its limited partner,
Shenzhen Fuhai Industry Innovation Phase I Partnership Enterprise
(Limited Partnership)* ( ଉέ̹၅ऎପุ௴อɓಂΥྫΆุ(Υ
ྫ)), which was ultimately controlled by Huang Jinbo (ت,)
29.0% by a limited partner being an Independent Third Party and
1.00% by its general partner Shenzhen High-Tech Investment
Zhengxuan Equity Investment Fund Management Company
Limited* (ʮ̡), which
was ultimately controlled by the State-owned Assets Supervision and
Administration Commission of Shenzhen Municipality ( ଉέ̹਷Ϟ
ึ), respectively.
To the best knowledge of the Company, all the above entities and
individuals are Independent Third Parties.
Shenzhen Addition
No. 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Shenzhen Addition No. 2 is a limited partnership established under
the laws of the PRC on December 9, 2020 and principally engaged
in equity investment. As of the Latest Practicable Date, Shenzhen
Addition No. 2 was owned as to 34.62% by its limited partner Wang
Weizhen (ޜ63.84% by its 8 limited partners and 1.54% by its
general partner Shenzhen Addition V enture Capital Company
Limited* (ʮ̡), which was ultimately
controlled by Tao Jun (ࠏ.)
To the best knowledge of the Company, other than Wang Weizhen, no
other limited partners held more than one third of the partnership
interest in Shenzhen Addition No. 2 and all the above entities and
individuals are Independent Third Parties.
Houwang Ruilian /H1118/H1118/H1118/H1118/H1118/H1118/H1118Houwang Ruilian is a limited partnership established under the laws
of the PRC on January 27, 2022 and principally engaged in equity
investment. As of the Latest Practicable Date, Houwang Ruilian was
owned as to 98.24% by its nine limited partners and 1.76% by its
general partner Y uanhe Houwang (Suzhou) Private Equity Fund
Management Company Limited* (ૐ(ᘽψ)ࠢ
ʮ̡), which was ultimately controlled by Zeng Zhijie (؏,)
respectively.
To the best knowledge of the Company, no limited partners held
more than one third of the partnership interest in Houwang Ruilian
and all the above entities and individuals are Independent Third
Parties.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Pre-IPO Investors Background
Semiconductor and IC
Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Semiconductor and IC Fund is a limited partnership established
under the laws of the PRC on December 3, 2020 and principally
engaged in equity investment. As of the Latest Practicable Date,
Semiconductor and IC Fund was owned as to 99.99% by its limited
partner Guangdong Y uecai Investment Holdings Co., Ltd.* (ຽ
ʮ̡)( “Yuecai Holdings ”) and 0.01% by its general
partner Guangdong Y uecai Fund Management Co., Ltd.* (ຽৌ
ʮ̡)( “ Yuecai Fund ”), respectively. Each of Y uecai
Holdings and Y uecai Fund was ultimately controlled by the People’s
Government of Guangdong Province* (ִ݁a so ft h e
Latest Practicable Date.
To the best knowledge of the Company, all the above entities and
individuals are Independent Third Parties.
Yuxin Taojin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Y uxin Taojin is a limited partnership established under the laws of
the PRC on October 29, 2021 and principally engaged in equity
investment. As of the Latest Practicable Date, Y uxin Taojin was
owned as to 99.80% by its limited partner Hainan Xincheng Taojin
Consulting Services Partnership Enterprise (Limited Partnership)*
(ਕΥྫΆุ(Υྫ)) (“ Xincheng Taojin ”),
0.10% by a limited partner being an Independent Third Party and
0.10% by its general partner Guangzhou Chengxin V enture Capital
Company Limited* (ʮ̡)( “ Guangdong
Chengxin ”), respectively. Each of Xincheng Taojin and Guangdong
Chengxin was ultimately controlled by Xiong Haitao ( ဤऎᏹ)a so f
the Latest Practicable Date.
To the best knowledge of the Company, all the above entities and
individuals are Independent Third Parties.
Dinghong Growth /H1118/H1118/H1118/H1118/H1118/H1118Dinghong Growth is a limited partnership established under the laws
of the PRC on November 2, 2018 and principally engaged in equity
investment. As of the Latest Practicable Date, Dinghong Growth was
owned as to 80.00% by its limited partner Cheng Haiqing ( ೻ऎᅅ),
19.00% by a limited partner being an Independent Third Party and
1.00% by its general partner Shenzhen Zhaoyin Dinghong
Investment Management Company Limited* (ҳ༟၍
ʮ̡), which was owned as to 45.00% by Y ang Zhenghong
(ݳ35.00% by Cheng Haiqing ( ೻ऎᅅ) and 20.00% by Wang
Y uanyuan ( ˮధధ), respectively.
To the best knowledge of the Company, all the above entities and
individuals are Independent Third Parties.
Huahui Dianke /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Huahui Dianke is a limited partnership established under the laws of
the PRC on November 21, 2022 and principally engaged in equity
investment. As of the Latest Practicable Date, Huahui Dianke was
owned as to 20% by its limited partner Wang Hansheng ( ˮᖍ᳅) and
80% by its general partner Wang Lei ( ˮཤ), respectively.
To the best knowledge of the Company, each of Wang Hansheng and
Wang Lei is an Independent Third Party.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Name of Pre-IPO Investors Background
Xiangfeng Phase II /H1118/H1118/H1118/H1118/H1118Xiangfeng Phase II is a limited partnership established under the
laws of the PRC on October 9, 2023 and principally engaged in
equity investment. As of the Latest Practicable Date, Xiangfeng
Phase II was owned as to 69.72% its limited partner Xiamen
Xiangfeng Ruihong Equity Investment Partnership Enterprise
(Limited Partnership)* (ᛆҳ༟ΥྫΆุ (Υ
ྫ)) (“Xiangfeng Ruihong ”), being controlled by its general partner,
Xiangfeng Jiazi (Xiamen) Private Fund Management Co., Ltd.* ( ୂ
͠ɿ(ژ)ʮ̡)( “ Xiangfeng Xiamen ”),
which was owned as to 60.02% by Xiangen Equity Investment
Management (Shanghai) Company Limited* (ᛆҳ༟၍ଣ(ɪ
ऎ)ʮ̡), a wholly-owned subsidiary of V ertex China
Management (CI) Ltd. being a limited liability company established
in Cayman Islands, and 39.98% by Qingfeng (Shanghai) Investment
Management Company Limited* (ࢤ(ɪऎ)ʮ̡),
which was further owned as to 60.00% by Xu Ying (጑) and
40.00% by Xia Zhijin (қආ), 28.28% by its other four limited
partners and 1.00% by its general partner Xiangfeng Rongsheng
(Xiamen) Management Consulting Partnership Enterprise* (࿲
᳅(ژ)၍ଣፔ༔ΥྫΆุ(Υྫ)), being controlled by its
general partner, Xiangfeng Xiamen.
To the best knowledge of the Company, all the above entities and
individuals are Independent Third Parties.
Ceyuan Guangyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118Ceyuan Guangyi is a limited partnership established under the laws
of the PRC on May 19, 2023 and principally engaged in equity
investment. As of the Latest Practicable Date, Ceyuan Guangyi was
owned as to 45.00% by its limited partner Chengdu High-Tech
Ceyuan Investment Group Company Limited* ( ϓே৷อഄ๕ҳ༟ණ
ʮ̡)( “ High-Tech Ceyuan ”), 54.00% by its two limited
partners and 1.00% by its general partner Chengdu High-Tech Yixin
Investment Management Company Limited* ( ϓே৷อఠอҳ༟၍
ʮ̡)( “ High-Tech Yixin ”), respectively. Each of High-Tech
Ceyuan and High-Tech Yixin was ultimately owned by Chengdu
High-Tech Technology Industry Development Business Cultural and
Tourism Bureau* (༷҅)a so f
the Latest Practicable Date.
To the best knowledge of the Company, other than High-Tech
Ceyuan, no other limited partners of Ceyuan Guangyi held more than
one-third of partnership interest therein and all the above entities are
Independent Third Parties.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 148 ---
CAPITALIZATION
The table below sets forth the shareholding structure of the Company as of the Latest
Practicable Date and the Listing Date (assuming the Over-allotment Option is not exercised):
Name of Shareholder
As of the
Latest Practicable Date As of the Listing Date
Number of
Shares
Percentage of
shareholding
Number of
Unlisted
Shares
Number of
H Shares
Percentage of
shareholding
Entities controlled by
Dr. Gu Jing
Shenzhen Yishi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,204,584 9.66% – 36,204,584 8.46%
Yisheng No. 2 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,636,372 3.37% – 12,636,372 2.95%
Yisheng No. 1* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,843,783 6.36% – 23,843,783 5.57%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,840,956 13.03% – 72,684,739 16.99%
Other Shareholding
Platforms
Shenzhen Yizhen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,910,023 4.24% – 15,910,023 3.72%
Beijing Chengda /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,861,811 0.50% – 1,861,811 0.44%
Pre-IPO Investors
HSG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,718,425 6.33% – 23,718,425 5.54%
Qiming Venture Partners
QM119 Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,314,190 5.69% – 21,314,190 4.98%
Qiming Rongke /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,758,239 1.00% – 3,758,239 0.88%
Qiming Rongying /H1118/H1118/H1118/H1118/H1118/H1118/H11182,623,075 0.70% – 2,623,075 0.61%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,695,504 7.39% – 27,695,504 6.47%
Entities controlled by
Ms. Jia Jing
Qicheng Zhiyuan /H1118/H1118/H1118/H1118/H1118/H1118/H111818,343,755 4.89% – 18,343,755 4.29%
Ningbo Y uhang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,668,811 3.91% – 14,668,811 3.43%
Xiamen Zhiyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,044,157 1.61% – 6,044,157 1.41%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,056,273 10.41% – 39,056,273 9.13%
Hongtai
Nanshan Hongtai /H1118/H1118/H1118/H1118/H1118/H1118/H111817,426,566 4.65% – 17,426,566 4.07%
Hongtai Zhiyun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,225,785 0.59% – 2,225,785 0.52%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,652,351 5.24% – 19,652,351 4.59%
Entities controlled by
Mr. Lei Jun
Xiaomi Changjiang /H1118/H1118/H1118/H1118/H1118/H111815,820,663 4.22% – 15,820,663 3.70%
Tianjin Jinmi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,742,655 0.46% – 1,742,655 0.41%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,563,318 4.68% – 17,563,318 4.11%
Hubble Technology /H1118/H1118/H1118/H1118/H1118/H111815,820,663 4.22% – 15,820,663 3.70%
Boe Technology /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,507,357 4.14% – 15,507,357 3.63%
Qualcomm China /H1118/H1118/H1118/H1118/H1118/H1118/H11188,870,853 2.37% – 8,870,853 2.07%
Jiaxing Haiyun /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,697,610 2.32% – 8,697,610 2.03%
Hefei Tianze /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,632,034 2.30% – 8,632,034 2.02%
Jichuang Y uyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,537,163 2.28% – 8,537,163 2.00%
* Upon the Listing, the general partner of Yisheng No. 1 shall be changed from Mr. Han Xu to Dr. Gu Jing. See
“History, Development and Corporate Structure — Employee Shareholding Platforms.” As of the Latest Practicable
Date, Yisheng No. 1 has completed all the internal procedures (including the general partner making the written
decision to change the general partner and the amendment of the partnership agreement) with respect to the change
of general partner from Mr. Han Xu to Dr. Gu Jing and Yisheng No. 1 expects to complete all requisite procedures
(including the filings with the SAMR authorities) upon the Listing pursuant to applicable laws and regulations in the
PRC.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 139 –


--- page 149 ---
Name of Shareholder
As of the
Latest Practicable Date As of the Listing Date
Number of
Shares
Percentage of
shareholding
Number of
Unlisted
Shares
Number of
H Shares
Percentage of
shareholding
Vertex
V ertex Legacy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,805,897 2.08% – 7,805,897 1.82%
Xiangfeng Phase II /H1118/H1118/H1118/H1118/H1118/H11184,500,000 1.20% – 4,500,000 1.05%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,305,897 3.28% – 12,305,897 2.88%
CICC
Xiamen Qilu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,103,825 1.89% – 7,103,825 1.66%
CICC Pucheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,324,928 0.62% – 2,324,928 0.54%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,428,753 2.51% – 9,428,753 2.20%
China Aviation
Nanshan Zhonghang /H1118/H1118/H1118/H1118/H11186,805,346 1.82% – 6,805,346 1.59%
Shenzhen Pingshan /H1118/H1118/H1118/H1118/H1118/H1118400,168 0.11% – 400,168 0.09%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,205,514 1.93% – 7,205,514 1.68%
White Cloud V alley /H1118/H1118/H1118/H1118/H1118/H11186,407,569 1.71% – 6,407,569 1.50%
Linghui Cornerstone /H1118/H1118/H1118/H1118/H11184,848,488 1.29% – 4,848,488 1.13%
Hangzhou Kunwei /H1118/H1118/H1118/H1118/H1118/H1118/H11184,164,147 1.11% – 4,164,147 0.97%
Shanghai Suishuo /H1118/H1118/H1118/H1118/H1118/H1118/H11184,125,388 1.10% – 4,125,388 0.96%
Entities controlled by Wu Andong
Y ueke Xintai No. 25 /H1118/H1118/H1118/H1118/H11183,258,109 0.87% – 3,258,109 0.76%
Y ueke Xintai Industry /H1118/H1118/H1118/H11181,313,762 0.35% – 1,313,762 0.31%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,571,871 1.22% – 4,571,871 1.07%
Haitong New Energy /H1118/H1118/H1118/H1118/H11183,188,193 0.85% – 3,188,193 0.75%
Guokai Technology /H1118/H1118/H1118/H1118/H1118/H11182,791,877 0.74% – 2,791,877 0.65%
Semiconductor and IC
Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,700,000 0.72% – 2,700,000 0.63%
Wofu Ruixin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,582,812 0.69% – 2,582,812 0.60%
Ceyuan Guangyi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,489,700 0.66% – 2,489,700 0.58%
Yu Huihui and entities
controlled by Yu Huihui
Shanghai Fuzhishuo /H1118/H1118/H1118/H1118/H11182,412,907 0.64% – 2,412,907 0.56%
Y u Huihui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118616,632 0.16% – 616,632 0.14%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,029,539 0.80% – 3,029,539 0.71%
Bangsheng Yingxin /H1118/H1118/H1118/H1118/H1118/H11182,366,646 0.63% – 2,366,646 0.55%
Houwang Ruilian /H1118/H1118/H1118/H1118/H1118/H1118/H11182,295,000 0.61% – 2,295,000 0.54%
State-owned Assets
Supervision and
Administration
Commission of
Shenzhen Municipality
Zhicheng Shuzhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,181,393 0.58% – 2,181,393 0.51%
Shenzhen High-Tech
Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,181,393 0.58% – 2,181,393 0.51%
Shengao Investment /H1118/H1118/H1118/H1118/H11181,090,696 0.29% – 1,090,696 0.25%
Shenzhen High-Tech Fuhai /H1118 545,348 0.15% – 545,348 0.13%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,998,830 1.60% – 5,998,830 1.40%
Jiaxing Xihao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,833,336 0.49% – 1,833,336 0.43%
Qingyue Optoelectronics /H1118/H11181,742,655 0.46% – 1,742,655 0.41%
Guangdong Changtuoshi /H1118/H11181,608,605 0.43% – 1,608,605 0.38%
Wanchuang Shidai /H1118/H1118/H1118/H1118/H1118/H1118/H11181,562,344 0.42% – 1,562,344 0.37%
Nanjing Jintai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,118,664 0.30% – 1,118,664 0.26%
Y uxin Taojin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118900,000 0.24% – 900,000 0.21%
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Name of Shareholder
As of the
Latest Practicable Date As of the Listing Date
Number of
Shares
Percentage of
shareholding
Number of
Unlisted
Shares
Number of
H Shares
Percentage of
shareholding
Shenzhen Addition No. 2 /H1118/H1118545,348 0.15% – 545,348 0.13%
Dinghong Growth /H1118/H1118/H1118/H1118/H1118/H1118/H1118450,000 0.12% – 450,000 0.11%
Huahui Dianke /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118450,000 0.12% – 450,000 0.11%
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374,919,750 100.00% – 374,919,750 87.64%
Other public Shareholders /H1118 – – – 52,859,200 12.36%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374,919,750 100.00% – 427,778,950 100.00%
PUBLIC FLOAT AND FREE FLOAT
Pursuant to Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the Listing Rules,
assuming that the Over-Allotment Option is not exercised, based on the Offer Price of HK$20.81
per H Share, the market capitalization of our Shares upon the Listing is expected to be HK$8,902
million and the minimum prescribed public float percentage applicable to our Shares is 15.0%.
So far as the Directors are aware and to the best knowledge of the Directors, following the
conversion of the Unlisted Shares into H Shares and upon completion of the Global Offering
(assuming that the Over-allotment Option is not exercised), an aggregate of 72,684,739 H Shares
held by Shenzhen Yishi, Yisheng No. 1 and Yisheng No. 2, which are expected to be core connected
persons (as defined under the Listing Rules) of the Company after the Listing will not be counted
towards the public float.
Except as stated above, all the 302,235,011 H Shares held by other Shareholders and the
52,859,200 H Shares to be issued under the Global Offering will be counted towards the public float
for the purpose of Rule 8.08 of the Listing Rules, representing approximately 83.01% of the
enlarged share capital of the Company (assuming that the Over-allotment Option is not exercised)
after the Listing, thereby satisfying Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of
the Listing Rules.
Based on an Offer Price of HK$20.81 per H Share, the Company will satisfy the free float
requirement under Rule 8.08A (as amended and replaced by Rule 19A.13C) of the Listing Rules.
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CORPORATE STRUCTURE
Corporate Structure immediately before the Global Offering
The following chart sets forth the simplified shareholding and corporate structure of the Group immediately before the Global Offering:
Dr. Gu Jing(1)
Yisheng No. 2
9.66% 3.37% 3.91% 4.89% 2.30% 1.61% 74.26%
The Company
Hefei
Tianze(4)
Xiamen
Zhiyi(5)
Ningbo
Yuhang(2)
Other Pre-IPO
Investors(6)
General
Partner
General
Partner
Shenzhen
Yishi
100% 100% 100%
Viewtrix
Hong Kong
Viewtrix
Kunshan
Viewtrix
Chengdu
Qicheng
Zhiyuan(3)
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Notes:
(1) As of the Latest Practicable Date, Dr. Gu Jing was interested as to 1.00% in Shenzhen Yishi as the general partner and as to 6.29% in Yisheng No. 2 as the general partner, respectively.
(2) As of the Latest Practicable Date, Ningbo Y uhang was owned as to 96.67% by its limited partner, Ms. Jia Kun and 3.33% by its general partner, Ms. Jia Ji ng. See “Substantial Shareholders.”
Ms. Jia Kun is Ms. Jia Jing’s sister. See “— Pre-IPO Investments — Information about the Pre-IPO Investors” for details.
(3) As of the Latest Practicable Date, Qicheng Zhiyuan was owned as to 99.00% by its limited partner, Ms. Jia Kun and 1.00% by its general partner, Ms. Jia Jing. See “Substantial
Shareholders.” Ms. Jia Kun is Ms. Jia Jing’s sister. See “— Pre-IPO Investments — Information about the Pre-IPO Investors” for details.
(4) As of the Latest Practicable Date, Hefei Tianze was owned as to 54.91% by its limited partner Ningbo Y uhang, 44.64% by its other three limited partne rs, none of whom owned more
than one third of partnership interest therein and 0.45% by its general partner, Ningbo Chencheng Enterprise Management Partnership Enterprise (Li mited Partnership)* (Άุ
၍ଣΥྫΆุ(Υྫ)), which was owned as to 99.00% by its limited partner He Xuan ( О⥳), Ms. Jia Kun’s daughter, and 1.00% by its general partner, Pei Lei ( ႞ᆾ), He Xuan’s
spouse. See “— Pre-IPO Investments — Information about the Pre-IPO Investors” for details.
(5) As of the Latest Practicable Date, Xiamen Zhiyi was owned as to 99.00% by its limited partner, Li Xiang and 1.00% by its general partner, Mr. Li Changs hun (න΋͛). Ms. Jia Jing
and Mr. Li Changshun are spouses. Ms. Jia Jing and Mr. Li Changshun are Li Xiang’s mother and father. See “Substantial Shareholders.”
(6) As of the Latest Practicable Date, none of these Shareholders hold 10% or more shareholding in the Company. For details, see “— Pre-IPO Investments .”
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Corporate Structure immediately after the Global Offering
The following chart sets forth the simplified shareholding and corporate structure of the Group immediately after the completion the Global Offerin g
(assuming the Over-allotment Option is not exercised):
Dr. Gu Jing(1)
Yisheng No. 2Yisheng No. 1
8.46% 5.57%
100% 100% 100%
2.95% 3.43% 4.29% 2.02% 1.41% 59.51% 12.36%
The Company
Hefei
Tianze(4)
Xiamen
Zhiyi(5)
Ningbo
Yuhang(2)
Viewtrix
Hong Kong
Viewtrix
Kunshan
Viewtrix
Chengdu
Other Pre-lPO
Investors(6)
Other Public
Shareholders
General
Partner
General
Partner
General
Partner
Shenzhen
Yishi
Qicheng
Zhiyuan(3)
Notes:
(1) to (6) See “— Corporate Structure — Corporate Structure immediately before the Global Offering” in this section.
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OVERVIEW
Who We Are
We are the fifth-largest supplier, and the largest Chinese mainland-based supplier, in the
global smartphone AMOLED DDIC market in terms of sales volume in 2024 according to Frost &
Sullivan. Our focus is on delivering reliable and high-performance display driver solutions to
consumer electronics brand companies.
We implement the fabless business model, and achieve our well-established position through
strategic collaborations with key players in the industry, including foundries, OSA T providers and
display panel manufacturers, ultimately enhancing the display experience for end users. We have
developed a full stack of proprietary display driver technologies that integrate software and
hardware, covering three critical technical aspects: the design of DDICs, the development of driver
compensation algorithms and the layout of pixel compensation circuits. We currently offer
AMOLED DDICs, which are predominantly utilized in smartphones, as well as Micro-OLED
display backplanes/drivers, primarily designed for VR/AR devices.
The advancement and refinement of technology enable us to expand our product matrix and
their end uses with optimal cost and efficiency. This in turn allows us to better serve our
end-customer brand companies with reliable and high-performance display driver solutions.
Specifically:
 AMOLED DDIC : AMOLED DDIC is predominantly utilized in smartphones. Our
portfolio currently includes more than ten series of AMOLED DDICs, offering diverse
options in resolution, refresh rate, and packaging formats, ensuring compatibility with
a wide variety of display types. These chips fulfill the varying application requirements
of brand companies across different smartphone tiers. Since initiating large-scale
shipments to brand companies in 2021, our products have demonstrated consistent
stability and reliability over the years, earning the trust of brand companies and
contributing positively to their brand image and reputation. According to Frost &
Sullivan, we are the fifth-largest supplier, and the largest Chinese mainland-based
supplier, in the global smartphone AMOLED DDIC market in terms of sales volume in
2024.
Furthermore, according to Frost & Sullivan, the AMOLED DDIC we sold accounted for
over 80.0% of the branded smartphone AMOLED DDICs supplied by Chinese
mainland-based providers in 2024. This figure is calculated based on the our global sales
volume of branded smartphone AMOLED DDICs as a proportion of the total global sales
volume of such products supplied by all Chinese mainland-based providers. The market
size of branded smartphones refers to global sales of products from Chinese mainland-
based players. In contrast, the overall smartphone market size in Chinese mainland
includes sales of products from both mainland and overseas players, but only within
Chinese mainland. Branded smartphones refer to smartphones offered by established
brands, including both international and domestic brands. These brand companies
procure display modules incorporating our AMOLED DDICs from display panel
manufacturers and are our downstream customers and represent the majority of the
overall smartphone market in Chinese mainland. The overall smartphone market also
includes a smaller segment of unbranded or white-label devices, which are typically
produced for niche, regional, or low-cost markets and do not carry a recognized brand
name.
 Micro-OLED display backplane/driver : Micro-OLED display backplane/driver is
rapidly advancing as a new frontier in AMOLED DDIC, particularly with the
proliferation of general artificial intelligence. Our Micro-OLED display
backplanes/drivers are specifically designed for AR/VR head-mounted devices,
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delivering exceptional image quality while minimizing the size. This makes possible the
portability and high-definition standards demanded by brand companies, enhancing user
experience and facilitating the deployment of VR/AR technologies. According to Frost
& Sullivan, we were the first independent provider of Micro-OLED display
backplanes/drivers for consumer-grade VR/AR devices. According to the same source,
in terms of sales volume in 2024, we are the largest independent Micro-OLED display
backplane/driver design house globally, with our sales volume representing 40.7% of the
overall market for Micro-OLED display backplane/driver.
After over ten years of progress, we have established ViewTrix as a technology-centric brand
within the display sector, consistently focusing on value creation for brand companies. According
to Frost & Sullivan, as of December 31, 2024, our AMOLED DDICs have been mass-produced and
delivered to various top smartphone companies globally, featuring in over 10 different product
series. These smartphone companies collectively hold more than a quarter of the global market
share. According to the same source, we are the first company based in Chinese mainland to receive
brand company certification for AMOLED DDICs and the only one to have shipped over 10 million
units to these companies. Additionally, our total sales volume surpassed 50 million units in 2024.
We play a major role in brand companies’ supply chain, achieving high downstream customer
loyalty. Our share of AMOLED DDIC supplies to the all smartphone brands globally increased from
2.4% in 2022 to 5.7% in 2024.
Our Transformative Opportunities
 AMOLED panels gaining significant traction. In comparison to TFT-LCD, AMOLED
technology offers benefits such as a slim profile, lightweight design, reduced power usage and
enhanced contrast, leading to an anticipated rise in their market penetration. According to
Frost & Sullivan, sales volume of small and medium-sized AMOLED panels, particularly for
smartphones, will reach 0.9 billion units by 2029, with the penetration rate, in terms of
smartphones with AMOLED panel as of total smartphones, increasing from 60.1% in 2024 to
69.9% in 2029. Additionally, as production yields improve and costs decline, the use of
large-sized AMOLED panels in devices like tablets, laptops, automotive infotainment displays
and televisions is expected to see significant advancements. By 2029, the penetration rate of
AMOLED panels in the large-size display market is projected to grow from 4.7% in 2024 to
10.4%. Increasing penetration of AMOLED panels is also expected to propel the demand for
AMOLED DDICs, with global sales volume expected to increase at a CAGR of 10.3% from
1.3 billion units in 2024 to 2.1 billion units by 2029.
 Chinese Mainland becoming the center of the display panel and smartphone sectors.
According to Frost & Sullivan, by 2024, Chinese mainland’s AMOLED panel production
capacity represented approximately 55.0% of the global production capacity. As production
line development accelerates in the region, this share is projected to rise to 60.8% by 2029.
Concurrently, the presence and impact of domestic smartphone brands on the international
stage are growing. According to Frost & Sullivan, in 2024, sales volume from these brands
constituted 52.0% of global smartphone sales volume, with eight out of the top 10 smartphone
brands being domestic. By 2029, their shipment share is expected to increase to 60.0%. As the
display panel and smartphone industries pivot their centers of gravity, Chinese mainland has
emerged as the largest market for DDICs. According to Frost & Sullivan, sales volume of
DDICs in Chinese mainland amounted to 4,456.8 million units in 2024, representing 53.9%
of global sales volume. The sales volume is expected to increase at a CAGR of 3.8% to reach
5,361.7 million units by 2029, accounting for 60.0% of global sales volume, outpacing the
global market growth rate of 1.6%. Throughout this industrial transition, IC design houses
based in Chinese mainland are experiencing transformative development opportunities,
leveraging their understanding of brand customer needs and localized service strengths.
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 Ongoing advancement of AI technology. Vision and display have emerged as the primary
mode of HMI for smart devices due to their intuitive nature and high information density.
DDICs play a crucial role in display quality and are among the key components of smart
devices. As AI technology evolves and entertainment options expand, consumer expectations
for display performance, slimness and battery life in smart devices are on the rise, prompting
DDICs to evolve towards lower power consumption, compact size, higher resolution and
higher refresh rates. Additionally, the surge in smartphone demands driven by AI applications
and the emergence of new smart devices like VR/AR head-mounted devices have significantly
boosted the demand for DDICs, leading to a growing market. According to Frost & Sullivan,
global sales volume of AI-enabled smartphones are projected to increase at a CAGR of 38.7%
from 230.0 million units in 2024 to 1.2 billion units by 2029. Similarly, sales volume of
VR/AR devices are expected to grow at a CAGR of 103.3% from 8.9 million units in 2024 to
106.4 million units in 2029. Furthermore, the ongoing advancements in DDICs are raising
industry entry barriers and furthering the concentration. The market share of the leading five
AMOLED DDIC providers was 68.5% in 2024.
Our Financial and Business Performance
Our experience in the industry, combined with our established business ecosystem, has
enabled us to achieve operational efficiency and a significant scale of operations:
 The sales volume of our AMOLED DDICs increased from 32.3 million units in 2023 to
51.4 million units in 2024 and 52.6 million units in 2025. Our revenue increased from
RMB720.4 million in 2023 to RMB891.3 million in 2024 and RMB1,105.7 million in
2025.
 Our business continued to scale up, and we have experienced improved economies of
scale advantages during the Track Record Period. Our administrative expenses and
selling and distribution expenses, as a percentage of revenue, decreased from 13.1% in
2024 to 11.6% in 2025.
 Our scalable technology platform facilitates efficient and rapid execution of product
research and development. We have developed numeric series of AMOLED DDICs and
Micro-OLED display backplanes/drivers. During the Track Record Period, we made
substantial investments in R&D, with our R&D expenses increasing at a CAGR of 22.6%
from 2023 to 2025. From January 1, 2023 to December 31, 2025, our cumulative R&D
expenses amounted to RMB685.3 million, accounting for 25.2% of our total revenue
over the same period. As a result of such efforts, we introduced seven new product series
during the Track Record Period. Our current product pipeline includes essential display
chips, such as AMOLED TDDI chips and Micro-LED display backplanes/drivers.
Micro-LED display backplanes/drivers are similar to Micro-OLED display
backplanes/drivers, with the display technology being the difference. LED pixels,
instead of OLED pixels in the case of Micro-OLED display backplanes/drivers, are
placed on to the silicon wafers with our display driver circuit. Due to its longer
durability and higher efficiency, Micro-LED display backplanes/drivers are suitable for
applications such as commercial displays, AR/VR headsets, and automotive displays. We
plan to broaden the applications of our products from smartphones and VR/AR devices
to smart wearables, televisions, tablets and automotive displays to drive our future
revenue expansion.
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OUR COMPETITIVE STRENGTHS
Well-established position in a high-barrier industry
We are fabless design house focusing on AMOLED DDIC. Our commitment to technological
innovation over the past decade enables us to achieve product commercialization across various
application scenarios, thereby establishing a technology-centric brand.
 High-barrier industry. The AMOLED DDIC market can be divided into the pre-
installed brand market and the post-installed non-brand repair market. According to
Frost & Sullivan, the brand segment has consistently represented over 96.0% of the
DDIC market share. The display panel serves as the primary interface between smart
devices and users, making it vital for maintaining brand reputation. This makes DDIC
a critical component for smart devices. To optimize display performance and ensure
uniform product quality, brand companies typically engage only a limited number of
DDIC suppliers. Due to the significant costs associated with certification, brand
companies are generally reluctant to switch suppliers once they have made their
selections. Additionally, the DDIC sector is characterized by rapid product development
and short iteration cycles. These, coupled with diverse customer demands and
pronounced technical barriers, create substantial entry barriers for the industry.
According to Frost & Sullivan, the primary suppliers of AMOLED DDICs for brand
companies include us and a select few companies based in South Korea and Taiwan,
China. New entrants encounter obstacles due to the very long certification cycles of
brand companies, as well as patent technology restrictions imposed by established
players and considerable investment requirements. Our DDICs have been mass-produced
for leading brand companies, giving us a strong market position and significant
first-mover advantages. Our stable partnerships with display panel manufacturers and
downstream brand companies form a robust foundation for our business growth. We are
deeply committed to addressing the needs of brand companies, leveraging our
proprietary technology platforms and high-quality global supply chain resources,
ultimately transforming our long-standing customer relationships into a driving force for
our future growth.
 Comprehensive portfolio of high-performance products. Through years of
technological development, we have established a product portfolio encompassing
nearly 20 series of AMOLED DDICs and Micro-OLED display backplanes/drivers.
These products cater to a variety of resolutions, refresh rates and mainstream packaging
types, making them compatible with numerous display types. The performance metrics
of our DDICs have achieved a high standard, characterized by attributes such as high
resolution, high refresh rates, low power consumption and rapid response time.
Additionally, DDICs can be customized to meet the screen specifications of the brand
companies, ensuring outstanding display quality across different smart devices.
Meanwhile, we have created a suite of driving compensation algorithms tailored to the
attributes of AMOLED display materials, which enhance the performance of AMOLED
panels in various complex application scenarios, boost the yield of display modules,
establish unique competitive advantages and increase brand companies’ recognition of
our offerings. Other than with a firm commitment to delivering a comprehensive range
of DDICs suitable for diverse applications, we are also developing other critical display
chips, including AMOLED TDDI chips and Micro-LED display backplanes/drivers.
Beyond the initial focus on smartphones and VR/AR devices, our product applications
are progressively extending to smart wearables, televisions, laptops and infotainment
displays, with significant potential for market expansion.
 Consistent outperformance in a growing market. With our extensive portfolio of
high-performance products, we have established solid foothold in the high-barrier
AMOLED DDIC market. According to Frost & Sullivan, from 2020 to 2024, the
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AMOLED DDIC market in Chinese mainland experienced robust growth, with sales
volume increasing at a CAGR of 27.6% from approximately 180.0 million units in 2020
to 477.7 million units in 2024. We outperformed this growing market with the sales
volume of our AMOLED DDICs increased at a CAGR of 71.3% from 14.1 million units
in 2022 to 51.4 million units in 2024. Our performance underscores our ability to capture
market opportunities in this high-barrier industry and deliver value to our end-
customers.
Our large and stable downstream customer base
We strategically focus on the pre-installed brand market for AMOLED DDICs. Through
long-term partnerships with display panel manufacturers and brand companies, we have gained
extensive experience and have continuously iterated our proprietary technology platform. This
enables us to swiftly adapt our products and innovate new solutions in response to client
requirements. We offer comprehensive turnkey display driver solutions, which significantly
enhance customer satisfaction and recognition. As a result, we have built a substantial and stable
base of downstream customers, which provides us with clear first-mover advantages in a
high-barrier industry.
 Large downstream customer base of brand companies. Pre-installed brand market for
AMOLED DDICs is our strategic focus. According to Frost & Sullivan, we were the first
AMOLED DDIC design house based in Chinese mainland to achieve brand customer
certification, and the only design house to have surpassed cumulative sales volume of 10
million units to downstream brand customers. Our total sales volume surpassed 50
million units in 2024. Our AMOLED DDICs have successfully been integrated into the
supply chains of all major domestic AMOLED panel manufacturers. These DDICs are
incorporated into AMOLED display modules, which are subsequently supplied to
various top smartphone brands globally, collectively hold more than a quarter of the
global market share. In addition, we have established a reliable partnership with leading
Micro-OLED display panel manufacturers, such as a private Chinese company
specializing in the R&D and production of AMOLED-on-silicon displays, positioning
ourselves as the primary supplier of Micro-OLED display backplanes/drivers for these
manufacturers.
 High-stickiness through in-depth cooperation. We play a major role in the supply
chains of brand companies, resulting in customer loyalty. According to Frost & Sullivan,
as of December 31, 2024, our AMOLED DDICs were incorporated into over 10 product
series of smartphone brand companies, where we serve as the primary or exclusive
supplier. Our share of AMOLED DDIC supplies to the all smartphone brands globally
increased from 2.4% in 2022 to 5.7% in 2024. Concurrently, we actively participate in
the product definition and development processes alongside display panel manufacturers
and brand companies, successfully collaborating on the creation of numerous AMOLED
panels and Micro-OLED products, thereby establishing a highly engaged and quality-
focused customer base.
Stable and mutually beneficial supply chain system
We run on the fabless model and have established strategic partnerships with key players in
the industrial ecosystem, including foundries and OSA T providers, to collaboratively develop a
robust and diversified supply chain. Our focus lies in delivering reliable and high-performance
display driver solutions to brand companies. We strive to advance the innovative evolution of
AMOLED DDIC design technology, enhance the adoption rate of AMOLED panels across global
smart devices, ultimately fostering mutually beneficial outcomes for the entire industry value chain.
This approach not only broadens our international presence but also gives end users an exceptional
display experience.
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 Stable and reliable industry partners. The display sector is characterized by its
conservative nature, necessitating substantial initial investments and extended
investment cycles across both upstream and downstream players in the industry value
chain. DDIC design houses typically establish robust alliance with other players along
the industry value chain. Specifically, we have cultivated enduring and stable
partnerships with prominent foundries and OSA T companies, such as Taiwan
Semiconductor Manufacturing Co., Ltd. (“ TSMC ”) and Chipbond Technology
Corporation (“ Chipbond ”), maintaining collaboration with key suppliers for nearly a
decade. Our market position in the pre-installed brand market for AMOLED DDICs
make us a significant client for numerous foundries and OSA T providers, thereby
guaranteeing capacity allocation and stable supply.
 Diversified supply chain planning. As we expand our business operations rapidly, we
are also strategically diversifying our supply chain. We assess a minimum of two
foundries for each process node, while typically seek and evaluate three or more OSA T
providers for identical technologies. Starting in 2025, we have strengthened our
partnerships with domestic foundries, allowing us to allocate resources flexibly in
response to prevailing supply and demand dynamics. This strategy mitigates supply
chain risks associated with trade frictions and geopolitical tensions. Additionally,
diversifying our supplier base enables us to optimize procurement costs and enhance our
profitability.
 Mutually beneficial and win-win cooperation. With extensive experience in the
industry, we have allied with our suppliers to leverage each other’s capabilities. Through
comprehensive collaboration—encompassing the exchange of industry insights,
technical issue discussions and joint development of processes—we have facilitated
innovation in critical fabrication and packaging and testing techniques within the
upstream segment of the DDIC sector. In addition, our substantial expertise in
collaborating with brand companies enables us to integrate more domestic supply chain
partners into the supply chain of brand companies. This in-depth cooperation with our
suppliers has cultivated a robust industrial ecosystem, bolstered the development and
expansion of the domestic supply chain and advanced the display industry, fostering a
sustainable growth of domestic supply chain. Concurrently, it can enhance our product
performance, lower production costs and accelerate our time-to-market as well as the
new product research and development.
Proprietary AMOLED DDIC technologies
We have built a full stack of proprietary display driver technologies. Over the course of more
than a decade, we have consistently pursued technological advancements, which positions us well
to commercialize our innovations.
According to Frost & Sullivan, we have achieved breakthroughs in many display driver
technology fields, leading the industry in display driver technology. In particular, we have
developed technologies to achieve various desirable features for AMOLED DDICs:
 Better image quality. We have created and engineered a range of algorithms and circuits
for drive compensation. By implementing external compensation, we have addressed
prevalent issues in AMOLED panels, such as inconsistent brightness, color inaccuracies
and image persistence, significantly enhancing both the display quality and the
production yield of display modules. We boast extensive algorithmic technology among
DDIC providers based in Chinese mainland.
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 Lower power consumption. We developed novel dynamic voltage regulation algorithm
tailored to the adaptive refresh rate required for displays of AI-enabled smartphones and
achieving large-scale production and shipment for brand companies. The algorithm
enhances power efficiency for the screen.
Applying these core technologies, we were able to roll out many industry-firsts:
 LTPO DDIC: better image quality with lower power consumption. We developed
LTPO DDICs and achieving large-scale production and shipment for brand companies.
These chips enable a dynamic refresh rate ranging from 1 to 120Hz, greatly enhancing
the quality of moving images while also lowering the power consumption for static
displays.
 High resolution Real-RGB AMOLED DDICs: better image quality and lower power
consumption. We developed high-resolution Real-RGB AMOLED DDICs and
achieving certification by brand company. The innovative design enhances the clarity of
displays while markedly decreases the power consumption of smartphone AMOLED
display modules.
 RAM-less AMOLED DDICs: lower cost. According to Frost & Sullivan, we were the
first in Chinese mainland in developing RAM-less AMOLED DDICs and achieving
large-scale production and shipment for brand companies. This innovative design
significantly lowers chip costs while maintaining high display quality, facilitating the
widespread adoption of AMOLED display panels in mid-range and budget smartphones.
We have innovatively adapted and repurposed our expertise gained from the R&D of
AMOLED DDICs for Micro-OLED display backplanes/drivers and successfully achieved the
following industry-firsts according to Frost & Sullivan:
 According to Frost & Sullivan, we were the first independent provider of Micro-OLED
display backplanes/drivers for consumer-grade VR/AR devices, and the leading Micro-
OLED display backplane/driver design house globally in terms of sales volume in 2024.
As an independent provider, we are not affiliated with any particular brand and are able
to supply multiple device makers, whereas captive providers typically serve only their
own affiliated or in-house brands.
 According to Frost & Sullivan, we were the first globally to launch Micro-OLED display
backplanes/drivers that deliver ultra-high resolution and ultra-high luminous frequency.
This innovation enhances visual clarity while significantly mitigating the eye strain
associated with display flicker. It serves as the primary display solution for premium VR
devices.
Owing to the technological advantages and established commercialization capabilities we
have developed in the display driver sector, we plan to capitalize on our position to enhance the
display experience of smart devices in the AI era and drive our future growth.
Comprehensive FAE teams in the world’s largest display industry market
According to Frost & Sullivan, Chinese mainland is currently the world’s largest market for
display and consumer electronics, with the largest number of brand companies in the world.
Meanwhile, the emergence of domestic display panel manufacturers makes Chinese mainland the
central hub for global display panel manufacturing. According to Frost & Sullivan, in 2024, Chinese
mainland’s production capacity for AMOLED panels represented approximately 55.0% of the
global production capacity, and is expected to increase to approximately 60.8% in 2029. As the
display panel and smartphone industries pivot their centers of gravity, Chinese mainland has
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emerged as the largest market for DDICs. As the leading AMOLED DDIC provider in this thriving
market, we expect our understanding of brand companies’ requirements and the advantages of
localized service to capture the significant growth opportunities presented by the changing industry
landscape.
 Deep root in the world’s largest display industry market. Rooted in Chinese
mainland, we continue to deepen our presence in this largest display industry market. We
have forged strong strategic relationships with all major domestic display panel
manufacturers. This local advantage allows us to maintain close relationships with brand
companies, stay abreast to market and technological advancements, understand the needs
of brand companies, and respond promptly. These grant us a pivotal role in Chinese
mainland’s display driver industry chain. Additionally, we share mutual recognition with
display panel manufacturers and brand companies based in Chinese mainland regarding
corporate culture, market philosophies and after-sales support, facilitating smooth and
effective business collaborations that are interdependent and mutually beneficial. As we
enhance our competitive edge through these partnerships, we simultaneously contribute
to the overall growth of both the upstream and downstream segments of the industry
chain and the development of the industrial ecosystem.
 Extensive FAE teams. We have established strong FAE teams for our different product
lines. As of December 31, 2025, we had 37 FAE staff members located in major cities
including Beijing, Shanghai, Shenzhen, Chengdu, Chongqing, Wuhan, Kunming and
Xiamen. Our FAE team collaborates closely with the sales department to monitor
product usage at client locations, address application and adaptation challenges, and
fulfill customer requests within a 24-hour timeframe. Such collaboration enhances our
understanding of customer needs and market dynamics, thereby elevating the quality of
our services. This in turn expedite the accumulation of experience with our display
driver technology. Furthermore, the FAE team systematically gathers and analyzes issues
encountered during customer evaluations, enabling us to implement targeted
enhancements to our DDICs. This process ensures that our design specifications align
with customer requirements, thereby facilitating rapid product development and
technological advancement.
Professional management team with a diverse and creative talent pool
Our leadership team collaborates closely and possesses extensive experience in the industry,
complemented by a global perspective. Dr. Gu Jing, our Chairman, is a technical expert in DDIC.
He boasts academic credentials and practical expertise, having earned both his bachelor’s and
master’s degrees from Tsinghua University, as well as a Ph.D. degree in engineering and applied
sciences from Harvard University. With his market acumen and strategic outlook, Dr. Gu, alongside
the management team, has adeptly guided us to capitalize on the transition of the panel and display
sector in Chinese mainland. They have devised our technical strategy, laying the groundwork for
our emergence as a major player in the global DDIC market. The core management team averages
over 25 years of industry experience and hails from several renowned IC design houses, providing
them with insights into the evolving trends of the global display industry and the needs of our
customers.
We prioritize a talent-centric approach, focusing on the recruitment of top-tier professionals.
By implementing a robust framework for talent development, motivation and advancement, we have
cultivated a dynamic and innovative team with varied professional expertise. Our R&D and
technical team comprises veterans from a range of disciplines including electronic information
engineering, microelectronics, materials science, computer science and optics. As of December 31,
2025, our R&D and technical team constitutes 69.4% of our workforce, with 59.2% holding a
master’s degree or higher. Characterized by youth and creativity, our R&D and technical team has
an average age of 37.6 and boasts over 15 years of industry experience, which significantly
enhances our capacity for technological advancement and product development.
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OUR GROWTH STRATEGIES
We plan to implement the following strategies to consolidate our position in the display driver
chip industry:
Continue to increase R&D investment to promote technological innovation and iteration
We plan to continue to invest in the R&D of AMOLED DDICs and Micro-OLED display
backplanes/drivers, promote iteration and innovation of display technology, and maintain our
technological edge. In particular, we plan to continue to iterate existing products and technologies
towards higher performance, lower power consumption, lower cost, higher integration and AI
optimization, and provide brand companies with better and more efficient display driver solutions.
Build a multi-dimensional product matrix covering diversified products and end-applications
We aim to focus on the needs of downstream customers and industry development trends,
continuously optimize and enrich our product structure, and strive to meet the diverse needs of
various end-applications. In particular:
 We plan to further expand our product categories by developing additional types of
display chip products such as AMOLED TDDI chips, Micro-LED display
backplanes/drivers, ultimately building a diversified product matrix.
 Beyond smartphones and VR/AR devices, we strive to extend the end-applications of our
products to smart wearables, TVs, laptops, infotainment displays and others.
Deepen cooperation with upstream and downstream players to form an industrial alliance
We aim to further strengthen our cooperation with upstream and downstream industry players,
further integrate resources, enhance the synergy of the industry chain, strengthen market
competitiveness, and promote the innovation and development of display driver technology. In
particular:
 We plan to further fortify long-term and stable strategic partnerships with world-
renowned foundries, OSA T providers and display panel manufacturers to ensure stable
supply and promote quality assurance. We also plan to work with these ecological
partners to optimize processes and improve product yield and performance;
 We will deepen cooperation with renowned smartphone brands, VR/AR device brands
and, automobile brands, complete product definition with customers, collaborate to
launch terminal products with excellent display effects, improve user experience, and
promote product implementation.
Continue to attract top global talents and teams
We aim to further cultivate and construct a team of world-class talent from all over the world,
drive innovative development and deepen our competitive edge. We plan to continue our investment
in talent accumulation and explore additional recruiting channels. Meanwhile, we aim to constantly
incentivize our talent pool to solidify our technological strength and drive innovation.
 Recruitment : We plan to establish long-term school-enterprise cooperation with
universities at home and abroad, continue to carry out talent reserve plans, and attract
more outstanding talents to join us through flexible and diverse methods;
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 Cultivation : We plan to optimize our strategic talent cultivation mechanism and
establish a differentiated vocational training system based on job characteristics to
strengthen key talent cultivation in various fields;
 Incentive : We plan to optimize our performance evaluation system, promotion and
incentive mechanism to encourage employees to continuously create value and innovate.
OUR BUSINESS MODEL
We started to focus on the R&D and design of AMOLED DDIC in 2017, with an eye on the
strong potential of the then next generation display technology for consumer electronics and we
commenced our AMOLED DDIC business in 2018, after our AMOLED DDICs had completed
testing and entered mass production. We successfully mass produced and supplied our AMOLED
DDICs to one of China’s largest AMOLED panel manufacturers in 2021, who then supplied the
laminated AMOLED display modules for smartphones offered by a leading domestic brand
company. According to Frost & Sullivan, this makes us the first AMOLED DDIC company based
in Chinese mainland to supply to a major consumer electronics brand company, and we have since
grown to be the fifth-largest supplier, and the largest Chinese mainland-based supplier, in the global
smartphone AMOLED DDIC market in terms of sales volume in 2024. We run a fabless model,
meaning that we focus on the R&D and design of chips, while relying on third-party foundries to
fabricate the wafers we design and OSA T providers for the packaging and testing of our chips.
The consumer electronics industry has a complex value chain. Brand companies typically rely
on external suppliers for components, functional modules and FA TP . Currently, AMOLED display
panel is a key component and mainstream option for smartphones thanks to its performance. As
brand companies these days typically adopt a modularized design approach, the AMOLED display
panel is laminated with a DDIC to form a display module first, and then laminated with a touch
module and cover glass before being shipped to FA TP service providers to form the final product.
Against this backdrop, though the end applications of our AMOLED DDICs are smartphones, our
DDICs are first sold to AMOLED panel manufacturers to be laminated with the AMOLED panels.
In view of the complex value chain, brand companies also impose strict control and selection
procedures for their supply chain and tend to work exclusively with innovative and/or reputable
direct and indirect suppliers to ensure product quality and enable them to offer new and desirable
features, ultimately protecting and promoting their brand. Quality and performance of AMOLED
DDICs and display modules therefore matter much more for brand companies than price. As such,
to get into the supply chain of any reputable brand companies, we must cooperate with foundries,
OSA T providers and AMOLED panel manufacturers, which can satisfy the quality requirement of
these brand companies. In particular, as the display module serves as both the input and output
channels for a smartphone, brand companies typically have no tolerance for any quality issue, and
we were required to pass the stringent certification process by both the AMOLED panel
manufacturers and brand companies. This is the primary reason for us to start our journey as an
AMOLED DDIC supplier for brand companies with leading players in fields such as AMOLED
panel and foundry service and to maintain a long-term strategic relationship with these leading
industry players. As a result of the stringent certification requirements by both the display panel
manufacturers and brand companies, and the fact that there are only five major AMOLED display
panel manufacturers in Chinese mainland, the entry barrier of DDIC companies is high, and
AMOLED DDIC suppliers are highly concentrated, with each AMOLED DDIC supplier supplying
high volumes of products to the display panel manufacturers.
The key for us to enter into the supply chain of reputable brand companies, however, is our
ability to deliver solutions with satisfactory performance and quality. Dr. Gu, our Chairman, who
has had years of industry experience and obtained more than 50 patents, led our R&D effort in
developing AMOLED DDICs before the widespread deployment of AMOLED display panel for
consumer electronics. The AMOLED DDIC market in Chinese mainland used to be dominated by
Taiwanese and Korean companies, and foreign countries currently do not impose any significant
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export control on AMOLED DDICs to Chinese mainland. Therefore, brand companies in Chinese
mainland can freely choose to use AMOLED DDICs supplied by the incumbent players from
Taiwan, China and South Korea. Concern about qualities due to the pivotal role played by the
display module in a smartphone further disincentivizes the brand companies to try out new players
in the market. As such, we believe that our successful entrance into the supply chain of reputable
brand companies is the strongest testament of the reliable quality of our products and our
technological prowess.
OUR PRODUCTS
DDIC is a core device in an electronic device that interfaces with the processing unit and the
display panel by converting the digital commands into visible image on the display panel. A DDIC
accepts commands and data from the processing unit and generates signal with suitable voltage,
current, timing and demultiplexing to make the display show the desired image.
Underpinned by our proprietary algorithms, our AMOLED DDICs enhance the image quality,
resolution and responding speed, and reduce electromagnetic interference and power consumption
of the display panel, ultimately resulting in high integration of the display panel with and high
performance of the electronic device. Key algorithms and functions to support these features
include: (i) Demura, also known as automated visual inspection and correction, that adjusts the
luminance and/or chromaticity of each AMOLED pixel to produce displays with an entirely uniform
appearance, (ii) autonomous color management, (iii) IRC, or color uniformity compensation, (iv)
SPR, or subpixel rendering technology, (v) BC, or brightness control, (vi) TC, or color temperature
adjustment, and (vii) GRAM, or graphic RAM, that stores image data for fast access and
manipulation of graphics on the display.
Leveraging our core strengths in algorithms and designing DDIC, we expanded our business
into Micro-OLED and started to offer Micro-OLED display backplanes/drivers in 2018.
We currently offer two categories of products: (i) AMOLED DDICs, primarily used for
smartphones; and (ii) Micro-OLED display backplanes/drivers, primarily used for AR/VR enabled
head-mounted devices.
Y ear Ended December 31,
2023 2024 2025
RMB % RMB % RMB %
(in thousands, except for percentages)
AMOLED DDICs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118601,437 83.5 816,033 91.6 802,338 72.6
Micro-OLED display backplanes/drivers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,833 16.5 75,039 8.4 295,650 26.7
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134 0.0 232 0.0 7,671 0.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 100.0 891,304 100.0 1,105,659 100.0
Note:
(1) Primarily consisting of revenue from sales of board cards and customized development and technology
licensing services related to AMOLED DDICs upon demand of our customers. Such services include
compensation algorithm IP licensing and board card sales, to enhance display performance.
AMOLED DDICs
We currently offer a variety of AMOLED DDICs to be used for smartphones of different
specifications. Our AMOLED DDICs can be customized to suit a particular smartphone model or
designed to meet the technical specifications of several mainstream smartphone models. These both
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require us to work closely with display panel manufacturers and brand companies in the R&D
process. To a lesser extent, we also design and develop general usage AMOLED DDICs for the
aftersales maintenance and repair market.
Premium
We are the exclusive or primary supplier of AMOLED DDICs for the flagship smartphone
models of several leading brand companies. Our latest development is dual RAM AMOLED chip.
With its parallel processing capabilities, efficient conflict resolution mechanisms and flexible
application scenarios, this dual RAM chip demonstrates unique advantages in multi-processor
systems and environments that require high-speed data exchange.
Mass market
RAM-less AMOLED DDIC, with its simple structure and low cost, is suitable for most basic
storage needs of DDIC. Our RAM-less AMOLED DDIC targets the mass market, offering
cost-effective solutions for standard applications.
Micro-OLED display backplanes/drivers
Micro-OLED is an emerging type of AMOLED display technology, whereby the OLED pixels
are placed on to silicon wafers and either integrated with the display driver circuit or laminated with
a separate display driver circuit, instead of a low temperature polycrystalline silicon glass to form
the display panel. Micro-OLED technology allows exponentially more pixels to be fitted into a
smaller space. These features make Micro-OLED display backplanes/drivers particularly suitable
for end applications with significant size and weight constraints such as AR/VR enabled
head-mounted devices. Currently, apart from Sony, which designs its own Micro-OLED display
backplanes/drivers for use in its products, we are the largest independent supplier of Micro-OLED
display backplanes/drivers in terms of sales volume in 2024.
Our Micro-OLED display backplanes/drivers are silicon wafers that integrate the display
driver circuit we design and fabricated by the foundries we work with. Our Micro-OLED display
backplanes/drivers are sold to OLED display panel manufacturers for OLED processing and
packaging to form the display modules that can be sold to brand companies for their final products.
Our Micro-OLED display backplanes/drivers are designed to meet the technical specifications
required by the display panel manufacturers.
Our Micro-OLED display backplanes/drivers offer customized special pixel arrangements and
algorithm processing and feature high-speed interface and additional characteristics such as
temperature compensation and voltage compensation, which are built in to improve image quality
and reduce power consumption. Our Micro-OLED display backplanes/drivers can achieve a pixel
density of 5,644 ppi, which is the highest in the industry.
Seasonality
Demand for and sales of our products follow the same seasonality pattern as sales of the end
products that feature our DDICs. As a result, we typically experience higher sales in the second half
of the year due to the new product launch cycles of smartphones and increased shopping activities
during the holiday season. See “Risk Factors — Risks Relating to Our Business Operations — Our
Sales May Be Influenced by Seasonality” for risks associated with the seasonality of our sales.
Product Pricing
We generally determine the price of our products based on the costs of developing and
manufacturing such products. We also consider various other factors when pricing our products,
such as our relationship with the customer, complexity of the product in terms of design, size of the
order, our expected profit margin and competition. For our sales to our distributors, the pricing is
also closely linked to the credit period. See “— Sales and Marketing — Our Distributors” for
further details.
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RESEARCH AND DEVELOPMENT
Research and development are critical to maintaining our industry position and to the
sustained growth of our business by ensuring that we can continue to meet the evolving needs of
the brand companies. According to Frost & Sullivan, we are the first company in Chinese mainland
with the technological capabilities to develop and design AMOLED DDICs and Micro-OLED
display backplanes/drivers, including algorithm optimization, standard cell optimization, low power
consumption, advanced chip packaging technology, system level power supply and heat dissipation
technology. We are devoted to in-house research and development of core technologies.
Our R&D approach
Given the highly customized nature of our products, our R&D are primarily done in
cooperation with our customers for specific projects according to the customers’ requirements and
end product designs. The cooperation starts at the beginning of the product cycle of the end
products, and we work with them closely to design and develop customized products pursuant to
their specifications and the design of the end products. Separately, we also pursue R&D projects
that can broaden the horizon of our business and expand our product offerings.
We are a fabless IC design house and typically develop our products together with display
panel manufacturers and brand companies. Typically, brand companies come up with their technical
requirements, and we have the flexibility in designing the chips that meet their requirements.
Display panel manufacturers may also have certain requirements to ensure our products work
seamlessly with the display panels. Time-to-market is critical in our industry as upstream suppliers
need to follow the product launch cycle of the brand companies.
R&D team and expenses
As of December 31, 2025, we had over 171 experienced research and development personnel
with an average industry experience of over 15 years. In 2023, 2024 and 2025, our research and
development expenses amounted to RMB177.0 million, RMB242.2 million and RMB266.0 million,
representing 24.6%, 27.2% and 24.1% of our total revenue in the respective years. Our research and
development expenses are generally expensed rather than capitalized.
SALES AND MARKETING
We believe that consistently delivering high-quality products on time that meet and exceed our
downstream customers’ expectations is the most efficient sales and marketing approach for us. As
such, our sales and marketing activities are focused on maintaining and expanding the scope of our
strategic relationships with our downstream customers since we aim to become and remain the
strategic long-term partner of our downstream customers. Our sales team also actively involve in
our product R&D process to ensure we can deliver satisfactory products to our direct and
downstream customers.
In addition to maintaining and strengthening relationships with our existing customers, our
sales team also proactively explore new partnerships with potential customers, especially as we
expand our product offering.
Our Customers
Our downstream customers mainly include display panel manufacturers and brand companies
in the consumer electronics industry. During the Track Record Period, our product sales models
consisted of: (1) direct sales to panel manufacturers, who laminate our AMOLED DDICs with the
AMOLED displays to form display modules that are further assembled into smartphones by FA TP
service providers engaged by brand companies; (2) indirect sales to panel manufacturers through
distributors for the purpose of a shorter cash collection cycle and better capital management; (3) a
small portion of products directly sold to certain brand customers. During the Track Record Period,
to the best of our knowledge, our products are sold (directly and indirectly) to seven display panel
manufacturers.
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Top Five Customers
In 2023, 2024 and 2025, sales to our five largest customers in each year during the Track
Record Period amounted to RMB655.0 million, RMB804.3 million and RMB1,002.8 million,
accounting for 91.0%, 90.2% and 90.7% of our total sales in the respective years. In 2023, 2024 and
2025, sales to our largest customer in each year during the Track Record Period amounted to
RMB347.5 million, RMB482.6 million and RMB375.8 million, accounting for 48.2%, 54.1% and
34.0% of our total sales in the respective years. During the Track Record Period, to the best
knowledge of our Directors, none of our Directors, their associates or any of our current
Shareholders (who, to the knowledge of our Directors, own more than 5% of our share capital) had
any interest in our five largest customers in any period during the Track Record Period that are
required to be disclosed under the Listing Rules.
The following tables set forth certain information relating to our top five customers for each
of the year during the Track Record Period.
For the year ended December 31, 2023
Customer Transaction amount
Percentage
of sales
Y ears of
business
relationship Customer Type Background
(in RMB thousands)
1 /H1118/H1118Customer D 347,464 48.2% 3 Distributor A company publicly listed in China that
specializes in the production of
optoelectronic devices, including
backlight and display modules
2 /H1118/H1118Customer E 138,812 19.3% 2 Distributor A company publicly listed in China that
provides electronic components,
including display modules
3 /H1118/H1118Customer B 112,190 15.6% 6 Display panel
manufacturers
A private Chinese company specializing
in the R&D and production of display
panels
4 /H1118/H1118Customer A 36,698 5.1% 7 Display panel
manufacturers
A company publicly listed in China that
specializes in the R&D and
manufacturing of AMOLED and
Micro-OLED display products
5 /H1118/H1118Customer F 19,841 2.8% 2 Distributor A distributor of ours that specializes in
the distribution of products with
advanced network telecommunications
integration technologies
For the year ended December 31, 2024
Customer Transaction amount
Percentage
of sales
Y ears of
business
relationship Customer Type Background
(in RMB thousands)
1 /H1118/H1118Customer F 482,624 54.1% 2 Distributor A distributor of ours that specializes in
the distribution of products with
advanced network telecommunications
integration technologies
2 /H1118/H1118Customer E 174,042 19.5% 2 Distributor A company publicly listed in China that
provides electronic components,
including display modules
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Customer Transaction amount
Percentage
of sales
Y ears of
business
relationship Customer Type Background
(in RMB thousands)
3 /H1118/H1118BOE
Technology
Group Co.,
Ltd.
62,043 7.0% 7 Display panel
manufacturers
A company publicly listed in China
specializing in production of display
panels
4 /H1118/H1118Customer A 48,223 5.4% 7 Display panel
manufacturers
A company publicly listed in China that
specializes in the R&D and
manufacturing of AMOLED and
Micro-OLED display products
5 /H1118/H1118Customer C 37,417 4.2% 6 Display panel
manufacturers
An AMOLED semiconductor display
manufacturer that is publicly listed in
China
For the year ended December 31, 2025
Customer Transaction amount
Percentage
of sales
Y ears of
business
relationship Customer Type Background
(in RMB thousands)
1 /H1118/H1118Customer F 375,769 34.0% 2 Distributor A distributor of ours that specializes in
the distribution of products with
advanced network telecommunications
integration technologies
2 /H1118/H1118Customer G 360,438 32.6% 2 Distributor A distributor of ours that specializes in
the distribution of products with
advanced network telecommunications
integration technologies
3 /H1118/H1118Customer H 94,635 8.6% 1 Brand companies A company publicly listed in China
offering mobile phone and accessory
sales as well as electronic product
supply chain services
4 /H1118/H1118BOE
Technology
Group Co.,
Ltd.
87,569 7.9% 7 Display panel
manufacturers
A company publicly listed in China
specializing in production of display
panels
5 /H1118/H1118Customer A 84,365 7.6% 7 Display panel
manufacturers
A company publicly listed in China that
specializes in the R&D and
manufacturing of AMOLED and
Micro-OLED display products
Design Wins with Leading Brand Companies
A “design win” refers to the successful selection and integration of our IC products in the
design phase of a customer’s end product, which typically leads to production orders once the
customer’s product enters mass production. Achieving design wins with leading brand companies
is a key driver of our future revenue growth and serves as a validation of our technological
capabilities, product quality, and customer relationships.
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Life Cycle of Design Wins
The life cycle of our design win consists of the following stages:
 Engagement and Qualification: Our sales and technical teams engage with potential
customers to understand their product requirements and participate in their supplier
qualification process.
 Product Evaluation and Customization: We provide samples and technical support for
product testing and may customize our ICs to meet specific customer needs.
 Design-In: Upon successful evaluation, our IC is selected (“designed in”) for use in the
customer’s next-generation product.
 Pre-Production and Validation: The customer conducts further validation and pilot
production runs, during which we provide ongoing support.
 Mass Production and Commercialization: Once the customer’s end product enters
mass production, we begin to receive volume production orders, typically over the
product’s commercial life cycle, which may range from one to three years, depending on
the end product type.
 After-Sales Support and Follow-Up Opportunities: We continue to provide technical
and logistics support, which may lead to further design wins for subsequent product
generations.
Key Design Wins
During the Track Record Period, we achieved several significant design wins with leading
brand companies, including:
 Brand Company A: We secured a design win for the flagship smartphone AMOLED
DDIC, with production orders commencing from the third quarter of 2023 and
continuing to date. In 2023, shipments of this product exceeded 7 million units. We have
also been awarded the same project for 2024 and 2025.
 Brand Company B: We were selected as the supplier for AMOLED DDIC, with mass
production orders starting in 2021. The product included the mid-end to high-end
AMOLED displays. Our total market share in this customer is about 40%, based on its
estimated smartphone AMOLED DDIC consumption in 2024. And it contributes
approximately 60% of our revenue.
 Brand Company C: We achieved design-win for VR-HMD with 1.03 inch Mirco-OLED
display backplanes/drivers, we can provide higher pixels per degree with smaller form
factor. We finish all the verification and ramping up to full production in 2026.
During the Track Record Period and up to the Latest Practicable Date, we secured 115 design
wins, all leading to direct and indirect purchase orders from display panel manufacturers.
The following table sets forth the number of design wins and the number of design wins that
converted into purchase orders during the Track Record Period.
Y ear Ended December 31,
2023 2024 2025
Number of design wins /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 24 30
Number of design wins converted to
purchase orders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 24 30
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Design wins in 2025 were primarily associated with AMOLED DDICs, reflecting the
relatively short product iteration cycle for smartphone applications. During the year, as the
Company had not introduced any new Micro-OLED display backplane/drivers, it did not contribute
to the design wins.
Pipeline Chart of Potential Design Wins
The following chart summarizes our pipeline of potential design wins with downstream
brands:
Downstream Brand
End Product/
Application Project Status Significance
Brand Company D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Smartphone Design-in phase Model with strong
market potential
Brand Company E /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Smartphone Design-in phase Model with strong
market potential
Brand Company F /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Micro-OLED Engagement Strategic partnership
Arrangement with Our Customers (Excluding Our Distributors)
We generally enter into framework agreements with our major customers (excluding
distributors), with actual price and volume specified in individual purchase orders. The terms of
these agreements vary depending on the specific product or project and the result of our negotiation
with each customer, but these agreements generally contain the following terms. The table below
does not reflect the contractual terms with our distributors, the details of which are discussed in “—
Our Distributors — Arrangement with Our Distributors.”
Duration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: Generally ranges between one year to three years
Transfer of risks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: Risks transfer to our customers once our products
have been accepted by our customers
Payment and credit terms /H1118/H1118/H1118: We generally provide our customers a credit period
of 90 days to settle payment after receipt of invoices.
We typically invoice our customers on a monthly
basis
Minimum purchase
requirements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
: We typically do not set annual minimum purchase
requirements for our customers
Logistics /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: We are responsible for delivering products to
locations specified by our customers
Returns/exchanges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: Our customers are only entitled to return products
due to quality issues attributable to us and within a
period specified in the agreements
Confidentiality /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: We and our customers shall exercise reasonable care
and take necessary measures to prevent any
confidential information obtained under this
agreement from being disclosed to any third party
Termination/renewal /H1118/H1118/H1118/H1118/H1118/H1118/H1118: These agreement either provide for automatic
renewal upon expiry in the absence of objection from
either party or require mutual agreement to renew
upon expiration
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Customer Service
We cooperate closely with our customers throughout the product design and development
processes and strive to ensure that we provide our customers with satisfactory services and products
that meet their expectations. Specifically, we communicate with our customers frequently during the
product design process since we usually conduct the research and development activities together
with our customers, and we also regularly collect customer feedback during our cooperation to
ensure that they are satisfied with our products and services.
Concentration of Our Customers
During the Track Record Period, sales to our top five customers for each of the year during
the Track Record Period and our largest customer were relatively concentrated, with the top five
customers contributing to 91.0%, 90.2% and 90.7% of our revenue and the top customer
contributing to 48.2%, 54.1% and 34.0% of our revenue in 2023, 2024 and 2025.
We believe that we do not unduly rely on our major customers for the following reasons:
 Highly concentrated industry. Our main customers are display panel manufacturers. As
of December 31, 2024, Frost & Sullivan reported only five major AMOLED panel
manufacturers in Chinese mainland. DDIC design’s complexity necessitates close
cooperation, fostering strong, long-term relationships where certified suppliers provide
high quantities of AMOLED DDICs. Frost & Sullivan confirms this concentrated
customer base is common in the industry.
 Mutually beneficial relationship. DDICs are essential for display panel functionality
and performance; manufacturers benefit from customized, high-quality DDICs. Given
stringent brand company certification, display panel manufacturers require stable,
long-term strategic relationships with certified DDIC design suppliers to ensure
compliant panel supplies. Our Directors view these as mutually beneficial relationships,
with a low likelihood of material adverse change in our business with major downstream
customers in the near future.
Our Distributors
In addition to selling our products to display panel manufacturers directly, we also sell our
products to display panel manufacturers through distributors primarily for shorter cash collection
cycle and better capital management. In particular, display panel manufacturers typically require a
longer credit period. To accelerate our cash collection, we work with distributors approved by the
display panel manufacturers who are willing to accept a shorter credit period. In return, we offer
our distributor a discount off the price we typically sell to the display panel manufacturers. In
general, the amount of discount is directly linked to the length of collection cycle we are able to
shorten. According to Frost & Sullivan, it is common to offer credit terms of 3 to 4 months to
distributors following delivery. To compensate for the logistics costs associated with shorter credit
periods, we have historically offered distributors a discount of approximately 0.8% for each month
by which the credit period is reduced from the typical three- to four-month credit period. Such
discount is the primary financial incentive for our distributors to accept a shorter credit period. On
such basis, as we typically require full payment from our distributors upfront as compared with a
typical 90-day credit period under direct sales, the discount we offer range from 2.4% to 3.2%. The
effect of such effort can be evidenced by a decrease in our trade receivables turnover days from 75
days in 2023 to 34 days in 2024 and 65 days in 2025. As our scale grew and liquidity position
strengthened, we have gradually extended credit terms to our distributors correspondingly, the
extent of discounts offered to distributors will be reduced. Each distributor is designated to serve
a single display panel manufacturer for a given period. Such distributor also needs to be a certified
supplier by the display panel manufacturer. A display panel manufacturer may be served by more
than one distributor simultaneously, providing us with flexibility in our distribution arrangements.
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As such, any change in or termination of a distributor arrangement does not affect, and will not
result in the termination of, our underlying commercial relationship with the relevant display panel
manufacturer. Our distributors are typically companies engaged in the distribution of integrated
circuits. According to Frost & Sullivan, it is common for DDIC companies to engage distributors
for sales of products.
In 2023, 2024 and 2025, sales to our distributors amounted to RMB506.1 million, RMB656.7
million and RMB736.2 million, accounting for 70.3%, 73.7% and 66.6% of our total revenue in the
respective years. In 2023 and 2024, the proportion of our sales to distributors has increased, while
the portion of direct sales to panel manufacturers has decreased. This trend is primarily driven by
(i) our efforts to accelerate cash collection and reduce accounts receivable risk, as distributors
generally accept shorter credit periods compared to direct sales, and (ii) a growing preference
among display panel manufacturers to centralize procurement and logistics through certified
distributors for more streamlined supply chain management. Furthermore, we further solidified our
relationships and expanded our business with our major customers in 2023, leading to an increase
in revenue contribution from our top five customers, which also contributed to the significant
increase in revenue from distributors in 2023.
We have a seller-buyer relationship with our distributors whereby the ownership of the
products is transferred to our distributors upon their purchase of the products.
During the Track Record Period, the Group has been dependent on a limited number of
distribution channels to market its products. Sales to distributors accounted for 70.3%, 73.7%, and
66.6% of our total revenue for the years ended December 31, 2023, 2024 and 2025, respectively.
As a result, our business performance is affected by our relationships with a small number of
distributors and their ability to effectively market and distribute our products to display panel
manufacturers. Any adverse changes in our relationships with these distributors, or their ability to
fulfill their obligations, could materially and adversely impact our sales, financial condition, and
results of operations.
To the best knowledge of our Directors, during the Track Record Period, all our distributors
were independent third parties, and none of our distributors were controlled by any of our former
or present employees during the Track Record Period.
Selection and Management of Our Distributors
We select our distributors based on a number of factors, including their qualifications, scope
of operations, business scale, relevant industry experience and customer service capabilities. For
our distributors who sell our products to display panel manufacturers, they also need to be approved
by the display panel manufacturers. As we engage distributors primarily for the sales to specific
display panel manufacturer, we do not believe there is significant risk of channel-stuffing or
cannibalization.
We regularly assess the performance of our distributors and leverage the assessment as a basis
to determine whether to renew our agreement with a certain distributor. To assist our performance
review, we also conduct periodical review of our distributors’ inventory level. We consider various
factors for renewing agreements with distributors, including their historical sales, payment record,
compliance with the distribution agreement and sales and marketing capabilities.
Arrangement with Our Distributors
Our distributors are generally only allowed to sell our products in Chinese mainland, Hong
Kong and Macau. In certain instances, our distributors are only allowed to sell our products to
designated customers, primarily display panel manufacturers. We generally reserve the right to
impose penalty and terminate the distribution agreement in the event that the distributors breach
such requirements on distribution channels and areas. We would take the individual distributor’s
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compliance record to our pricing policies into account in the performance review process. We may
consider granting more flexibility in payment terms to our distributors based on the lengths of our
business relationship with them. We did not engage any sub-distributors during the Track Record
Period and up to the Latest Practicable Date.
The typical credit period for display panel manufacturers is 90 days, while the credit periods
offered to distributors ranged from 0 to 90 days depending on the distributor. As such, sales through
distributors could allow for a credit period that is up to 90 days shorter than direct sales to display
panel manufacturers, depending on the specific credit arrangements with individual distributors.
We enter into distribution agreements with our distributors. The terms of the agreements vary
depending on the result of our negotiation with each distributor, but these agreements largely follow
our standard template for distribution agreements. The table below sets forth the key terms of our
distribution agreements:
Duration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: Generally ranges between one year to three years
Payment and credit terms /H1118/H1118/H1118/H1118: We generally require our distributors to pay in full
before the products are shipped. In certain cases, we
grant our distributors a short credit period (typically
no more than 10 days) to settle payment after
shipment
Delivery of products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: We are responsible for delivering products to
locations specified by our distributors
Transfer of risks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: Risks transfer to our distributors once our products
are delivered to our distributors
Product returns/exchanges /H1118/H1118/H1118/H1118: Our distributors are only entitled to return products
due to quality issues and within 15 days of accepting
the products
Sales of products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: Our distributors are only allowed to sell our products
in designated areas and cannot sell similar or
competing products
Sales target /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: We typically do not set sales target for our
distributors
Minimum purchase
requirements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
: We typically do not set annual minimum purchase
requirements for our distributors, although we do
require that their purchase amount per order is above
a certain minimum order amount
Pricing policy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: Our distributors are required to follow our pricing
policies
Termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: The agreement can be terminated with mutual
consent or by us unilaterally with 90 days of advance
notice
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The table below sets forth the total number of our distributors and their movement during the
Track Record Period.
Y ear Ended December 31,
2023 2024 2025
Number of distributors at the beginning
of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118122
Number of new distributors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821–
Number of terminated distributors /H1118/H1118/H1118/H1118/H1118/H1118(1) (1) –
Number of distributors at the end of
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118222
We only had very limited number of distributors during the Track Record Period due to the
concentrated nature of our downstream customers. We typically only engage one distributor for
sales to a major display panel manufacturer at any given time. In 2023, we replaced Customer D,
a distributor for a major display panel manufacturer, with Customer F to make sales to that same
display panel manufacturer.
Internal Control Measures to Prevent Channel Stuffing
We have implemented a series of internal control measures to prevent channel stuffing and
ensure that our sales to distributors reflect genuine market demand. Our internal procedures include:
conducting thorough reviews and assessments of distributors’ sales forecasts and inventory levels
prior to accepting purchase orders; requiring distributors to provide regular updates on their
inventory status and actual sales to end customers, where commercially feasible; closely monitoring
the sell-through rate and sales performance of our products through frequent communication with
both distributors and end customers; establishing clear contractual arrangements that do not
incentivize distributors to place orders exceeding actual market demand; and performing regular
internal audits and management reviews to identify and address any unusual sales patterns or
significant changes in distributor ordering behaviour.
These measures are designed to ensure that sales to distributors are based on bona fide orders
and that our revenue recognition is aligned with prevailing accounting standards and market
practice.
As of the Latest Practicable Date, to the best of our knowledge, we do not have access to
precise information regarding the number of products that remain unsold by our distributors. Our
sales arrangements with distributors are primarily conducted on an outright sale basis, and we
typically do not require our distributors to report detailed sell-out data. We do not strictly designate
each distributor to specific geographical regions.
PROCUREMENT, INVENTORY AND LOGISTICS
Our Fabless Model
We do not manufacture AMOLED DDICs or Micro-OLED display backplanes/drivers.
Instead, we utilize what is known as the fabless model, which is commonly adopted in the industry,
whereby we cooperate with world-class production partners for all phases of the manufacturing
process of our AMOLED DDICs or Micro-OLED display backplanes/drivers, including wafer
fabrication and packaging and testing (packaging is applicable to AMOLED DDICs only). Under
the fabless model, we are able to leverage the expertise of industry leaders in such areas as
fabrication, quality control and assurance, reliability and testing. In addition, the fabless model
allows us to avoid many of the significant costs and risks associated with owning and operating
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various fabrications and packaging and testing facilities. Our fabrication partner is responsible for
procurement of the majority of the raw materials used in the production of our ICs. As a result, we
can focus our resources on research and development, product design and additional quality
assurance.
We currently work closely with leading production partners including TSMC, Shanghai Huali
Microelectronics Corporation (“ HLMC ”) and another leading foundry based in Chinese mainland
for wafer fabrication, and Chipbond Technology Corporation (“ Chipbond ”) and Hefei Chipmore
Technology Co., Ltd. (“ Chipmore ”) for chip packaging and testing.
Once our foundry partners complete the fabrication of the wafers, we are responsible to ship
them to our OSA T providers for cutting, packaging and testing. The packaged and tested chips are
then shipped by us to the AMOLED display panel manufacturers for lamination. For our
Micro-OLED display backplanes/drivers, the wafers are sent directly to the AMOLED display panel
manufacturers for AMOLED processing. See “— Logistics” for further details.
It typically takes three to four months for the fabrication of wafer and approximately one
month for the packaging and testing of the chips.
Arrangements with Our Production Partners
Selection of Production Partners
We carefully select our production partners, and we evaluate them based on a range of factors,
including overall track record, technological expertise, product quality and quality control
effectiveness, price, reliability, ability to meet our delivery timeline and production capacity.
During the Track Record Period, we worked closely with TSMC to fabricate our AMOLED
DDICs or Micro-OLED display backplanes/drivers. As a result, TSMC has been our largest supplier
throughout the Track Record Period. In 2023, in an effort to diversify our supplier base, we have
obtained the approval from our downstream customers and started to work with other foundry
partners based in Chinese mainland, including HLMC.
IC Fabrication
We do not maintain any long-term contract or framework agreement with our production
partners. We typically provide an annual production plan in the third or fourth quarter in order for
our production partners to allocate their production resources for the following year. The production
plan is not legally binding, and our production partner typically accepts a deviation from the
production plan. TSMC generally requires us to make prompt payment upon placement of orders.
Others production partners, including HLMC, typically requires us to make a certain amount of
prepayment and settles the purchase amount within 30 days upon delivery.
Packaging and Testing
We typically settle with our OSA T partners on a monthly basis, except where prepayment is
necessary to secure production capacity.
Concentration of our Production Partners
During the Track Record Period, we worked with a select few production partners for the IC
fabrication. In particular, TSMC was our largest production partner in 2023, 2024 and 2025,
accounting for 65.8%, 74.5% and 42.3% of our total purchases.
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We believe that we do not unduly rely on TSMC for the following reasons:
 Background and Industry Norm. To enter the supply chain of reputable consumer
electronics brands, a fabless DDIC design house must work extensively with display
panel manufacturers and foundries. It was imperative to partner with a reputable
foundry; hence, we have worked with TSMC, the world’s leading foundry (Frost &
Sullivan, 2024), to provide AMOLED DDICs for a leading domestic brand since 2021.
Display panel manufacturers typically require us to keep using the same foundry for
certified, mass-produced DDICs, making TSMC procurement a substantial majority of
our wafer cost. According to Frost & Sullivan, it is customary for fabless IC design
houses to work with one or a limited number of foundries.
 Ability to Reduce Reliance. While focused on growing our business, maintaining a
stable relationship with our primary foundry is critical to secure production capacity,
avoid switching costs, and ensure on-time delivery. As we scale, we may explore
diversifying our foundries. Other leading semiconductor foundries, including
GlobalFoundries, HLMC, and a leading foundry based in Chinese mainland, have
provided or are able to provide IC fabrication services meeting our standards and at
reasonable costs. HLMC and our other foundry partner based in Chinese mainland have
been certified by brand companies using our AMOLED DDICs. We are expanding
business with these foundries and exploring further collaboration with customer-
certified partners, which is expected to reduce our reliance on TSMC, enhancing
production flexibility and supply chain resilience.
 Mutually Beneficial Relationship. The highly concentrated DDIC design industry
means a few approved companies deliver large quantities of AMOLED DDICs,
occupying significant foundry capacity. Foundries, requiring extensive capital
investment, are eager to work with large procurement volume customers to ensure high
capacity utilization. They are also motivated to collaborate with leading AMOLED
DDIC design houses like us to enter the supply chain of leading consumer electronics
brand companies. According to Frost & Sullivan, fabless AMOLED DDIC design
companies typically have long-term stable relationships with their primary foundries.
We have cooperated with TSMC for eight years, and our Directors view this as a
mutually beneficial relationship, with a low likelihood of any material adverse change
in the near future.
Top Five Suppliers
In 2023, 2024 and 2025, purchases from our five largest suppliers in each year during the
Track Record Period amounted to RMB832.5 million, RMB849.3 million and RMB882.5 million,
accounting for 97.8%, 97.2% and 96.4% of our total purchases in the respective years. In 2023,
2024 and 2025, purchases from our largest supplier in each year during the Track Record Period
amounted to RMB560.8 million, RMB651.0 million and RMB387.6 million, accounting for 65.8%,
74.5% and 42.3% of our total purchases in the respective years. During the Track Record Period,
to the best knowledge of our Directors, none of our Directors, their associates or any of our current
Shareholders (who, to the knowledge of our Directors, own more than 5% of our share capital) had
any interest in our five largest suppliers in any period during the Track Record Period that are
required to be disclosed under the Listing Rules.
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The tables below set forth certain information of our top five suppliers in each year during the
Track Record Period.
For the year ended December 31, 2023
Supplier
Transaction
amount
Percentage
of purchases
Y ears of
business
relationship
Supplier
type Background
(in RMB
thousands)
1 /H1118/H1118TSMC 560,769 65.9% 8 Foundry A leading chip foundry that
is publicly listed in
Taiwan, China and the
United States
2 /H1118/H1118Chipmore 142,060 16.7% 5 OSA T
provider
A semiconductor packaging
and testing service
provider that is publicly
listed in Chinese mainland
3 /H1118/H1118GlobalFoundries 113,347 13.3% 8 Foundry A leading chip foundry that
is publicly listed in the
United States
4 /H1118/H1118Chipbond 9,008 1.1% 8 OSA T
provider
A semiconductor packaging
and testing service
provider that is publicly
listed in Taiwan, China
5 /H1118/H1118Supplier A 7,364 0.9% 2 Foundry A leading chip foundry that
is publicly listed in
Chinese mainland and
Hong Kong
For the year ended December 31, 2024
Supplier
Transaction
amount
Percentage
of purchases
Y ears of
business
relationship
Supplier
type Background
(in RMB
thousands)
1 /H1118/H1118TSMC 651,006 74.6% 8 Foundry A leading chip foundry that
is publicly listed in
Taiwan, China and the
United States
2 /H1118/H1118Chipmore 140,242 16.0% 5 OSA T
provider
A semiconductor packaging
and testing service
provider that is publicly
listed in Chinese mainland
3 /H1118/H1118Supplier A 30,176 3.5% 2 Foundry A leading chip foundry that
is publicly listed in
Chinese mainland and
Hong Kong
4 /H1118/H1118Chipbond 20,540 2.4% 8 OSA T
provider
A semiconductor packaging
and testing service
provider that is publicly
listed in Taiwan, China
5 /H1118/H1118Supplier B 7,377 0.8% 3 Electronic
design
automation
service
provider
An electronic design
automation service
provider that is publicly
listed in the United States
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For the year ended December 31, 2025
Supplier
Transaction
amount
Percentage
of purchases
Y ears of
business
relationship
Supplier
Type Background
(in RMB
thousands)
1 /H1118/H1118TSMC 387,562 42.3% 8 Foundry A leading chip foundry that
is publicly listed in
Taiwan and the United
States
2 /H1118/H1118HLMC 173,027 18.9% 1 Foundry A chip foundry that
providing one-stop wafer
foundry services, whose
parent company is
publicly listed in
Hong Kong
3 /H1118/H1118Supplier A 161,480 17.6% 2 Foundry A leading chip foundry that
is publicly listed in
Chinese mainland and
Hong Kong
4 /H1118/H1118Chipmore 104,075 11.4% 5 OSA T
Provider
A semiconductor packaging
and testing service
provider that is publicly
listed in Chinese mainland
5 /H1118/H1118Supplier C 56,382 6.2% 5 OSA T
Provider
An advanced packaging and
testing service provider
for integrated circuits that
is publicly listed in
Chinese mainland
Inventory Management
Our inventory primarily include work in progress (the wafers for AMOLED DDICs en route
to the packaging and testing facilities and the time when they are being cut, packaged and tested)
and finished products (the packaged and tested chips or the finished Micro-OLED wafers en route
to the OLED display panel manufacturer). In order to satisfy any surge in demand for our products
or prevent production interruption, we typically ensure there is one month worth of products that
can be delivered to display panel manufacturers. See “Financial Information — Selected Items of
Consolidated Statements of Financial Position — Inventories” for details of our inventory during
the Track Record Period.
Logistics
In line with industry practice, we are responsible for shipping the wafers from the foundries
to the testing and packaging facilities, and the packaged and tested chips to the AMOLED display
panel manufacturers for lamination or AMOLED processing.
During the Track Record Period and up to the Latest Practicable Date, we had not experienced
any significant delay in delivery that materially affected our business operations.
Quality Control
We emphasize quality control in all aspects of our operations. From product development,
sourcing of components to sale and delivery, we strictly control the quality of our products and
components, to ensure our products meet our stringent internal standards as well as international
and industry standards.
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We have implemented various quality-control checks into our production process and the IC
fabrication process by our production partners. In addition, we provide timely and effective
after-sales services and support to our users.
During the Track Record Period and as of the Latest Practicable Date, we have never
experienced any penalties in relation to product quality or any material product quality disputes.
For the fabrication and packaging and testing of ICs, we only cooperate with industry leaders,
which we believe safeguards the quality of the ICs. We inspect the wafers before delivery of the
wafer for packaging and testing. Our packaging and testing partners also conduct inspection on the
wafers for us. Upon delivery of the packaged and tested chips, we also conduct system level
inspection. We require a yield rate of 99% from the IC fabrication process and a 96% yield rate from
the packaging and testing process.
Warranty and After Sales Services
We provide a warranty for our chips, ranging between one year to approximately three years,
depending on different customers. Our warranties cover one to three years upon our customers’
receipt of our products. We make provisions for warranties based on our best estimate of the
expected claims under or sales agreements. As of December 31, 2023, 2024 and 2025, we had
warranty provisions of RMB5.1 million, RMB2.3 million, and RMB0.5 million.
We accept returns of our products for defects. We believe our return policy is consistent with
the relevant PRC laws and regulations governing product quality and consumer rights and interests.
We have not received any requests for returns during the Track Record Period which individually
or in aggregate have a material adverse effect on our business and financial condition. In addition,
during the Track Record Period and up to the Latest Practicable Date, we have not experienced any
product recall that adversely impacted our reputation, business operations or financial condition.
INTELLECTUAL PROPERTIES
Our research and development efforts have produced 79 patents, 22 registered trademarks, 23
copyrights and 11 domain names as of December 31, 2025. See “Appendix IV — Statutory and
General Information — Further Information about the Business — Intellectual Property.”
During the Track Record Period, we did not experience any material infringement of our
intellectual property rights. Neither our Group nor any of our intellectual properties was the subject
of, or to the best of the Directors’ knowledge, is expected to be subject to, any material disputes or
litigation in relation to the infringement of any intellectual property rights during the Track Record
Period.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS
We are committed to ESG alongside our pursuit of a sustainable growth. We have
implemented a set of ESG policies that align with applicable laws, regulations and policies. These
policies set out our internal practices for corporate governance, environmental protection, social
responsibilities, labor protection and business integrity, among other things.
Our Board of Directors plays a central role in identifying and evaluating ESG matters. The
Board is composed of members with extensive experience and professional backgrounds in product
and technology R&D, corporate operations, supply chain management, law and finance. Their
diverse expertise enables them to effectively assess the significance of ESG issues in relation to our
business strategy and make informed decisions on material ESG risks and opportunities.
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We strive to maintain active communication with various stakeholders, including employees,
suppliers (including our production partners) and customers, and continuously improve our ESG
practices to address stakeholders’ ESG-related considerations. During the Track Record Period and
up to Latest Practicable Date, we were not exposed to any significant risks or issues related to ESG.
Looking forward, we will dedicate more internal resources and management supervision to further
strengthen our ESG practices and strategies, enhance our risk identification and management
procedures, and ensure transparent and regular ESG reporting.
Environment
We proactively monitor changes in laws, regulations and policies, continuously assess
compliance risks and promptly adjust our practices to ensure alignment with evolving
environmental focus areas. We promptly adjust to changes in laws, regulations and policies to
ensure our compliance with environmental focus topics. We have an environmental management
framework in place with a focus on reducing environmental impact, improving the efficiency of
resource consumption and reducing overall carbon emissions. We take various measures in our
business operations to minimize the impact of our operations on the environment, including the
following:
 Energy Conservation and Green Office . We focus on energy and resource conservation
in our daily operating activities. Our energy and resource usage remained relatively
stable despite our rapid growth during the Track Record Period. In 2023, 2024 and 2025,
our electricity consumption was approximately 0.1 GWh, 0.1 GWh and 0.2 GWh,
respectively. As we operate under a fabless model, we don’t own or operate any
manufacturing facilities. Our electricity consumption is therefore limited to office and
dormitory use, and no production-related energy consumption is involved. In addition,
employees are encouraged to adopt green office habits, such as minimizing unnecessary
printing and turning off idle equipment. We also consider environmental factors in our
procurement. Where possible, we leverage digital tools and automated systems to reduce
resource usage and improve operational efficiency.
 Chemicals usage . The production of DDICs involve the use of certain chemicals, such
as arsine and phosphine in the doping process, hydrofluoric acid for etching and
cleaning, photoresists and solvents and silane. Under the fabless model, we do not
engage in the production of DDICs ourselves. We only work with industry-leading
reputable foundries for our products. During the Track Record Period, we worked with
TSMC, GlobalFoundries and other foundries to produce our DDICs. According to their
public filings, these production partners strictly comply with the relevant industry
standards, requirements and protocols on ESG matters.
 Waste Reduction . Our production partners discharge waste and pollutants such as
wastewater, solid waste and exhaust gas during the production process. We closely
monitor our production partners’ public disclosures and engage in conversations with
our production partners, if needed, to make sure that their production process is in
accordance with the relevant standards. According to their public filings, both TSMC,
GlobalFoundries and other foundries maintain comprehensive ESG frameworks and
publish annual sustainability reports that disclose their environmental performance and
objectives. TSMC aligns with the Global Reporting Initiative and the Task Force on
Climate-related Financial Disclosures, while GlobalFoundries follows international ESG
best practices and has received a “Low Risk” ESG Risk Rating from Morningstar
Sustainalytics and a “Prime” ESG rating from ISS.
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Carbon Management
We integrate sustainability into procurement by prioritizing environmentally friendly
materials and suppliers with strong resource conservation practices. Same as disclosed above, we
operate under a fabless model, our carbon emission is minimal in scale.
Details of our carbon emission during the Track Record Period are as follows:
Y ear Ended December 31,
Classification Unit 2023 2024 2025
Scope 1 (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Metric tonnes of
carbon dioxide
equivalent
6.0 6.0 6.0
Scope 2
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Metric tonnes of
carbon dioxide
equivalent
62.0 77.8 75.6
Notes:
(1) Scope 1 emissions include our owned vehicles used for business activities in connection with our office
premises in Shanghai and Shenzhen.
(2) Scope 2 emissions include the indirect carbon dioxide emissions resulting from our purchased electricity
consumed at our office premises.
(3) We intend to initiate the assessment of our Scope 3 greenhouse gas emission after the Listing.
Identification of ESG-related Risks
We have identified and assessed a range of material risks that may impact our business
operations in the context of climate-related uncertainties and broader ESG considerations. These
include both short-term risks and long-term risks, with varying financial implications.
In terms of short-term risks, we may be affected by events such as typhoons and extreme
rainfall, which could disrupt transportation, daily operations and electricity supply, leading to
interruptions in our research and production activities. In response, we have strengthened our
emergency communication protocols and infrastructure resilience measures. We are also subject to
short-term operational challenges, including electricity and internet instability in certain areas of
operation. Sudden power outages, grid restrictions or network disruptions may delay R&D progress
or impact supply chain coordination. As part of our mitigation efforts, we have strengthened routine
electrical inspections and maintenance at our office and R&D premises and enhanced the scheduling
and management of our server rooms and data infrastructure to ensure operational continuity.
In terms of long-term risks, regulatory changes in key technology sectors, as well as policy
adjustments affecting semiconductor-related areas, may result in business volatility. Our Board and
management closely monitor industry dynamics and relevant policy developments to ensure timely
compliance and strategic agility. In addition, insufficient technological development or production
efficiency may increase costs and affect performance. We have implemented a system of continuous
improvement and proactive investment in research and operational management to address these
risks.
Social Responsibilities and Corporate Governance
We are committed to promoting corporate social responsibility and sustainable development.
Corporate social responsibility is viewed as part of our core corporate philosophy that will be
pivotal to our ability to create sustainable value for our stakeholders by embracing diversity and
addressing public interests.
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Sustainable Supply Chain
We ensure a sustainable supply chain through strict supplier selection, performance
evaluation, and dynamic management.
In respect of managing suppliers’ environmental impact, we have implemented differentiated
requirements based on supplier types during both the onboarding and ongoing management phases.
For new suppliers, wafer fabrication suppliers are required to provide ISO 14001 environmental
management system certificates, while packaging and testing suppliers are not only required to
submit relative certificates but also complete the Supplier Environmental Survey Form to facilitate
our assessment of their environmental management capabilities, which serves as one of the criteria
for qualifying suppliers. For existing qualified suppliers, wafer fabrication suppliers are subject to
regular verification of the validity of their environmental management system certificates. For
packaging and testing suppliers, in addition to periodic confirmation of certificate validity, they are
required to complete the Supplier Environmental Survey Form annually to enable us to assess
potential environmental management risks. If any survey results fail to meet our environmental
management requirements or indicate environmental risks, corrective or preventive measures will
be implemented in accordance with the QP-01-001 Corrective and Preventive Action Procedure .
In relation to the management of hazardous substances and conflict minerals, we have put in
place stringent controls to ensure that suppliers’ raw materials and products comply with
international environmental regulations and our customer requirements. Pursuant to the QS-33-006
Hazardous Substance Management Specification , suppliers are prohibited from using hazardous
substances as defined in the annex to the specification and are required to sign a Hazardous
Substance Non-Use Commitment. Additionally, suppliers must provide testing reports and SDS
reports of raw materials to demonstrate compliance with RoHS regulations and the Group’s
standards. Suppliers are also required to cooperate with us in conducting surveys and making
declarations on conflict minerals to ensure compliance with the requirements of the RBA Code of
Conduct .
Through the implementation of the aforesaid measures, we ensure that our engagement of
suppliers and procurement of materials are conducted in a manner that supports the production of
environmentally friendly products and services, while adhering to relevant environmental
regulations and customer requirements.
Charitable Efforts
We are committed to charity and have actively contributed to various causes since our
inception. In 2023, we donated RMB300,000 to the Tsinghua University Education Foundation.
Business Integrity
During the Track Record Period, we had not experienced any instances of corruption and
malpractice that had a material adverse effect on our business or were likely to have a material
adverse effect on our business.
DATA PRIV ACY AND CYBERSECURITY
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 companies rather than
individuals.
Our legal and information technology departments are responsible for developing and
implementing our policies and procedures relating to cybersecurity and data security.
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During the Track Record Period, we had complied with applicable laws and regulations related
to cybersecurity and data protection in all material aspects.
COMPETITION
We operate in a highly competitive market, and we compete with other AMOLED DDICs and
Micro-OLED display backplanes/drivers providers. 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, regulatory changes and
general economic conditions. Despite high entry barrier, new market participants may emerge,
introducing innovative or cost-effective products that challenge existing players. If we are unable
to keep pace with such advancements or fail to differentiate our products in terms of quality or cost,
we risk losing market share to our competitors. See “Industry Overview” for details relating to our
competitive landscape.
INSURANCE
We maintain insurance policies to cover the shipment of our wafers and chips. We review our
insurance policies from time to time to assess the adequacy and breadth of coverage. We believe that
our existing insurance coverage is adequate for our business operations and is in line with industry
standards in the countries in which we operate. Nevertheless, we may be exposed to claims and
liabilities which exceed our insurance coverage. See “Risk Factors — Risks Relating to our
Business Operations — Our Insurance Coverage May Be Insufficient to Cover All of Our Potential
Losses.” for details.
During the Track Record Period, we had not made, and were not the subject of, any insurance
claims which are material to our business or financial condition.
PROPERTIES
As of December 31, 2025, we operated our business through 16 leased properties, with a gross
floor area of 4,291.52 sq.m., in China. We primarily use our leased properties as our office premises
and employees’ dormitories.
As of December 31, 2025, we had no single property with a carrying amount of 15% or more
of our total assets, and on this basis, we are not required by Rule 5.01A of the Listing Rules to
include any valuation report in this Prospectus. Pursuant to section 6(2) of the Companies
Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice,
this Prospectus is exempted from compliance with the requirements of section 342(1)(b) of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance in relation to paragraph 34(2)
of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance,
which requires a valuation report with respect to all of our interests in land or buildings.
EMPLOYEES
As of December 31, 2025, we had 246 full-time employees, almost all of whom were located
in China. The following table sets forth a breakdown of our full-time employees by function as of
December 31, 2025.
Function As of December 31, 2025
Number %
Sales and marketing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 6.9
Technical personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118171 69.4
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Function As of December 31, 2025
Number %
Administrative /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858 23.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118246 100.0
We provide our employees with certain benefits including social insurance coverage and
retirement benefits. We enter into individual employment contracts with our employees to cover
matters such as wages, employee benefits, confidentiality and grounds for termination. Our
employees’ compensation is determined with reference to their job positions, technical skills, job
performance and competition. We have various employee training programs that aim to enhance our
employees’ technical skills and innovation capability.
None of our employees are represented by a union or collective bargaining agreements. We
believe that we have good employment relationships with our employees. During the Track Record
Period, we did not experience any strikes, work stoppages, labor disputes or actions which had a
material adverse effect on our business and operations.
RISK MANAGEMENT AND INTERNAL CONTROL
Our future operating performance may be affected by risks relating to our business. Some of
these risks are specific to us while others relate to economic conditions and the general industry in
which we operate. See “Risk Factors” for a discussion of these risks.
The Board of Directors and our senior management are responsible for establishing and
maintaining adequate risk management and internal control systems. Risk management is the
process designed to identify potential events that may affect us and to manage risks to be within our
risk appetite. Internal control is the process designed to provide reasonable assurance regarding
achievement of objectives related to effectiveness and efficiency of operations, reliability of
financial reporting and compliance with applicable laws and regulations.
Risk Management and Internal Control Policies
We have implemented or will adopt upon Listing a number of policies and measures to manage
our risks and set up proper internal controls. These policies cover areas such as (i) the duties and
roles of the Directors, the Board and our senior management; (ii) social and environmental matters,
including policies on diversity; (iii) financial reporting; (iv) whistleblowing; (v) prevention of
market misconduct and (vi) compliance with the Listing Rules.
Under our risk management and internal control policies, the Board oversees risk management
and internal control systems on an ongoing basis and reviews the effectiveness of these systems.
Ms. Xia Qian (࠺ࢀwho has over ten years of experience in financial reporting, is in charge of
overseeing our financial affairs.
In May 2025, we engaged an independent consulting firm to perform a review over our
internal control. The key areas of inspection include financial reporting and disclosure, research and
development management, management policies over sales, supply chain controls, trade receivables
and payables management, product safety control, inventory management, intangible assets
management, human resource and remuneration management, capital management, tax
management, insurance management, contract control and information system control.
We have established internal control procedures to monitor and ensure compliance with the
latest U.S. export controls, tariffs, and economic sanctions developments.
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These procedures are supported by a dedicated compliance function, which maintains ongoing
monitoring of relevant regulatory updates issued by U.S. authorities. We conduct regular reviews
and update our compliance policies, procedures and internal guidelines to align with changes in
applicable laws and regulations.
Furthermore, we implement a screening process for our customers, suppliers and business
partners to identify and mitigate potential compliance risks. We also provide regular compliance
training to relevant employees to enhance their understanding of regulatory requirements. We
conduct periodic internal audits and self-assessments of our compliance with U.S. export controls,
tariffs and economic sanctions, with findings reported to senior management and the Board for
oversight and follow-up actions.
LICENSES, PERMITS AND APPROV ALS
We are required to obtain or maintain various licenses, permits and approvals in order to
operate our business. We believe we have all material licenses, permits and approvals necessary 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.
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.
LEGAL PROCEEDINGS
We may from time to time become a party to various legal, arbitral or administrative
proceedings arising in the ordinary course of our business. As of the Latest Practicable Date, there
were no litigation, arbitration or administrative proceedings pending or threatened against us or any
of our Directors which could have a material and adverse effect on our financial condition or results
of operations.
During the Track Record Period and up to the Latest Practicable Date, there were no material
breaches or violations of laws or regulations applicable to us which are expected to have a material
adverse effect on our business, financial condition or results of operations.
BUSINESS SUSTAINABILITY
Our Historical Performance
The table below sets forth our AMOLED DDIC sales volume and revenue during the Track
Record Period.
Y ear Ended December 31,
2023 2024 2025
AMOLED DDIC sales volume
(’000 units) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,287 51,350 52,593
Revenue (in RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 891,304 1,105,659
We believe the metrics shown in the above table demonstrate that we have achieved rapid
growth of our AMOLED DDIC sales volume and revenue, which are instrumental for our plan to
improve profitability.
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Our Net Losses
Despite our continued growth, we recorded net losses of RMB232.1 million, RMB309.0
million and RMB230.3 million in 2023, 2024 and 2025, respectively.
Our accumulated losses since our incorporation have primarily resulted from the following
factors:
 Emerging Industry Dynamics: With the advancement of display technologies and
rising market demand for terminal devices with superior image quality, lower power
consumption, and innovative form factors, OLED technology has emerged and achieved
industrialization. Currently, AMOLED technology is gradually replacing TFT-LCD
technology in the OLED field and remains in an emerging stage of development. We
commenced our AMOLED DDIC business in 2018, which required significant upfront
investments in research and development as well as talent acquisition to establish a solid
foundation in this advanced technology segment. Given the long development cycles and
high complexity of AMOLED DDICs, our business is still in its growth phase and has
not yet fully realized its profitability potential.
 High Initial R&D Investments: According to Frost & Sullivan, our Directors are of the
view, and the Joint Sponsors concur, that AMOLED DDIC technology is capital-
intensive and demands continuous innovation to remain competitive. Since 2018, we
have dedicated substantial resources to research and development in order to develop
advanced technologies, expand our product portfolio, and meet the demands of premium
end markets. Our investments in R&D yielded a full stack of proprietary display driver
technologies. According to Frost & Sullivan, we have achieved breakthroughs in many
display driver technology fields, leading the industry in display driver technology. We
have developed advanced control algorithms and circuit designs for new-generation
displays like AMOLED and Micro-OLED, which improve screen quality and reliability.
See “— Our Competitive Strengths — Proprietary AMOLED DDIC Technologies” and
“— Research and Development” for further details. These investments are expected to
generate returns and help us to attract new customers over time as our business continues
to scale and mature.
 Competitive Pricing Strategy: In order to establish and expand our market share in a
competitive AMOLED DDIC market, we adopted a strategic pricing approach by
offering competitive prices to our customers. While this strategy has facilitated market
penetration and customer acquisition, it has temporarily impacted our gross margins and
overall profitability.
 Scaling Challenges in a New Business: As our AMOLED DDIC business expanded, we
initially focused on increasing shipment volumes and strengthening our relationships
with suppliers. This process of operational ramp-up, while necessary for long-term
growth and market positioning, has required significant investments in resources and
infrastructure, which contributed to our accumulated losses during the early stages of the
business.
Strategic focus on growing our sales volume, market share and business scale
We believe that, at the current stage, sales volume, as an indicator of our business scale and
market position, is a crucial metric for our business. Therefore, we have been strategically focused
on growing our sales volume in recent years to gain a larger market share and solidify our
competitive position in the industry. This requires us to offer value-for-money products that meet
and exceed our customers’ expectation, which in turn means we need to price our products
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competitively, taking into account the overall industry landscape. Considering the subdued growth
of the overall consumer electronics market and the high IC fabrication prices during the Track
Record Period, we decided to prioritize growing our sales volume and market share to achieve
sustained growth of our business.
We believe our strategic focus on growing our business scale at the current stage lays a solid
foundation for the sustained development of our business and our future profitability since, given
the highly concentrated nature of the AMOLED DDIC market, leading market position and market
share give AMOLED DDIC companies significant advantages associated with economies of scale
and market position in multiple aspects, including winning new orders, deepening relationships
with existing customers and managing cost of sales and other supply costs. Details of such
advantages are explained in the “— Measures to Improve Profitability.”
Research and development investment
Throughout the Track Record Period, we have been continuously investing in the development
of our core technologies and the upgrade and expansion of our product portfolio. In 2023, 2024 and
2025, our research and development expenses amounted to RMB177.0 million, RMB242.2 million
and RMB266.0 million, representing 24.6%, 27.2% and 24.1% of our total revenue in the respective
years. We believe that such ongoing investments are critical to support our future growth and
competitiveness. While we have recorded continuous net losses, we consider such losses to be
partially the result of our strategic investments, primarily made to strengthen our technological
capabilities, enhance customer stickiness and prepare for long-term growth. According to Frost &
Sullivan, it is common in the industry for DDIC design companies like us to make substantial
research and development investments initially.
We do not believe such investments will have an adverse impact on our future business and
operations, for the following reasons: (i) we have established an integrated in-house hardware-
software display driver platform with strong commercialization capabilities; (ii) we have built
stable relationship with leading industry customers, which is verified by our leading market position
and growing sales volume; and (iii) as our business scales, we expect our unit cost to decline, which
will in turn improve our overall profitability.
Investments in support of long-term expansion
During the Track Record Period, we made strategic investments to support our long-term
growth. These included continued spending on our employee expenses to attract, train and
incentivize top talents in the industry. In 2023, 2024 and 2025, our administrative expenses and
selling and distribution expenses amounted to RMB78.2 million, RMB116.4 million and RMB128.6
million, representing 10.9%, 13.1% and 11.6% of our revenue in the respective years. For details
of our expenses during the Track Record Period, please refer to “Financial Information — Principal
Components of Results of Operations.” We believe such investments to be necessary for our
sustained development since these investments help us to strengthen our market presence and build
greater brand recognition. As we expand our business and increase our revenue, we expect our
administrative expenses and selling and distribution expenses to decrease as a percentage of our
revenue.
Our Penetration and Growth Strategy in the AMOLED DDIC and Micro-OLED Driver
Markets
Despite the highly competitive, fragmented nature of the DDIC industry, we have successfully
expanded our business scale, built an established customer base, and achieved robust revenue
growth. Our success is attributed to the following core strategies:
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Address high competition through differentiation and customer trust
 Product Quality as a Key Differentiator: We have consistently prioritized the development
of high-quality DDIC products that deliver advanced features such as low power consumption,
high resolution, and superior performance reliability. By meeting the stringent requirements
of premium end markets, we have gained the trust and recognition of top-tier customers,
positioning ourselves as a reliable supplier in both established and emerging sectors.
 Building and Deepening Customer Relationships: We have established long-term,
collaborative partnerships with downstream customers and brand companies by offering
customized solutions tailored to their specific needs. Through continuous engagement and
technical support, we have secured placement on customer “white lists,” establishing
ourselves as a trusted, preferred supplier and facilitating repeat business opportunities.
Manage market fragmentation through diversification and scale
 Expanding and Diversifying Our Product Portfolio: To address the fragmented and
evolving demands of the market, we have developed a comprehensive range of DDIC products
covering a wide spectrum of applications, from mainstream consumer electronics to
specialized areas such as AR/VR. By offering products across multiple price points and
technical specifications, we have ensured adaptability to diverse customer requirements and
captured sales in both the mass and premium segments.
 Achieving Economies of Scale: Our sales volumes have grown significantly in recent years
— from 32.4 million in 2023 to 51.4 million in 2024 and 52.6 million in 2025 — enabling us
to realize economies of scale. This expanded scale has not only improved our cost structure
and profitability, but also strengthened our bargaining power with suppliers, allowing us to
secure better terms and further enhance our competitive position.
Adapt to rapid technological change through innovation and agility
 Continuous Investment in Research and Development: We have made significant and
sustained investments in R&D to develop innovative DDIC products with advanced
functionalities, ensuring that we remain at the forefront of technological advancements. Our
R&D efforts have focused on premium technologies, such as Micro-OLED drivers for AR/VR
and other next-generation applications, positioning us as a technology leader in high-growth
segments.
 Agile and Responsive Product Development: We maintain a flexible and responsive R&D
pipeline that enables us to quickly adapt to changing customer needs and industry trends. By
prioritizing innovation in high-value and premium products, we are able to align with rapidly
evolving market dynamics and capture emerging opportunities.
 First-Mover Advantage in the Micro-OLED Market: We recognized the potential of the
Micro-OLED driver market at an early stage and strategically entered this niche segment,
leveraging our technological expertise and industry know-how. As a result, we have
established a strong market position with limited direct competition, allowing us to capture
early market share and set the foundation for future growth as adoption of Micro-OLED
applications accelerates.
Drive revenue and customer base growth
Through the above strategies, we have not only increased our shipment volumes and improved
our cost structure, but also expanded our customer base to include leading global and domestic
brands. Our ability to deliver high-quality, innovative products tailored to customer needs has
enabled us to win new projects, achieve repeat business, and drive continuous revenue growth, even
in a challenging and rapidly evolving industry landscape.
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Background and Sustainability of Our Competitive Pricing Strategy
The branded market for AMOLED DDIC in the smartphone sector is characterized by high
entry barriers, as it requires strong yield rates and recognition from both smartphone and panel
manufacturers. This makes it more challenging for new players to enter the market. The AMOLED
DDIC market is dominated by a few large customers. According to Frost & Sullivan, the five largest
manufacturers of smartphone AMOLED DDICs in Chinese mainland accounted for a combined
market share of 80% in 2024, a competitive landscape that remains largely consistent in 2025 with
no significant new entrants or departures expected to materially alter the prevailing market
concentration. In such an industry, new entrants typically need to maintain a period of price
competitiveness in order to acquire and retain customers.
As a young player in the well-established AMOLED DDIC market, we formulated and
implemented a competitive pricing strategy in response to our competitors’ efforts to lower prices
and prevent us from gaining further market share. To sustain and expand our presence, we
proactively reduced the average selling price of our AMOLED DDICs, thereby maintaining our
competitive advantage and strengthening our position in the market.
Effectiveness and Sustainability of Our Pricing Strategy
Our pricing strategy has proven effective in gaining meaningful market share and is
sustainable for the following reasons:
 Significant Growth in Sales Volume: Our sales volume of AMOLED DDICs increased
from 32.3 million units in 2023 to 51.4 million units in 2024 and further to 52.6 million
units in 2025, representing a CAGR of 27.6%, which substantially outpaces the overall
industry growth rate.
 Consistent Revenue Growth: Our revenue rose from RMB720.4 million in 2023 to
RMB891.3 million in 2024 and RMB1,105.7 million in 2025, reflecting the effectiveness
of our strategy in driving top-line growth.
 Consistent Increase in Market Share: Our global market share in terms of sales
volume of smartphone AMOLED DDICs increased from 2.4% in 2022 to 4.6% in 2023
and 5.7% in 2024. This steady growth demonstrates the effectiveness of our pricing
strategy and our ability to compete successfully against established players.
 Rising Penetration Rate: According to Frost & Sullivan, our penetration rate in
Android smartphones, measured by dividing our AMOLED DDIC sales volume by the
global sales volume of Android smartphones, increased from 1.5% in 2022 to 3.4% in
2023 and further to 5.1% in 2024.
 Recovery in Profitability: Our gross profit margin increased from 0.4% in 2023 to 2.5%
in 2024 and further to 12.9% in 2025. This recovery reflects our ability to optimize costs,
enhance operational efficiency, and leverage economies of scale as our business
continues to expand.
Measures to Improve Profitability
We expect that, as we further grow our business scale in terms of sales volume, revenue and
market share and deepen our cooperation with existing customers and suppliers, we will benefit
from various advantages associated with economies of scale and market position, and significantly
improve our profitability.
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Specifically, we will focus on the following areas:
Increase our sales volume, revenue and market share
We plan to leverage both our competitive position in both the AMOLED and Micro-OLED
industries and industry tailwinds to further grow our sales volume, revenue and market share.
According to Frost & Sullivan, sales volume of DDICs in Chinese mainland are anticipated to
increase at a CAGR of 3.8% between 2024 and 2029 to reach 5,361.7 million units by 2029,
outpacing the global market growth rate of 1.6%. As the display panel and smartphone sectors
increasingly pivot towards Chinese mainland, local DDIC providers like us are expected to enjoy
significant industry opportunities due to advantages in localization. We believe that we are well
positioned to seize these opportunities thanks to our strong and loyal customer base. According to
Frost & Sullivan, we are the first company based in Chinese mainland to receive brand company
certification for AMOLED DDICs and the only one to have shipped over 10 million units to these
companies. Our position is further supported by our long-term collaboration with these customers,
our in-depth understanding of brand companies’ needs, our localized service strengths and our
pricing strategy which prioritizes growing our sales volume and market share. Furthermore, as we
continue to solidify our competitive position in the industry, we expect to further expand our
business scale with existing downstream customers, which will also increase our sales volume,
revenue and market share. As our sales volume scales up, we also expect to gain greater pricing
power over time.
In addition, we have established a strong market position in the Micro-OLED industry.
According to Frost & Sullivan, we were the first independent provider of Micro-OLED display
backplanes/drivers for consumer-grade VR/AR devices and the leading Micro-OLED display
backplane/driver design house globally in terms of sales volume in 2024, and we were also the first
globally to launch Micro-OLED display backplanes/drivers delivering ultra-high resolution and
ultra-high luminous frequency. Our Micro-OLED segment has been recorded strong growth, with
revenue from sales of Micro-OLED display backplanes/drivers increasing by 294.0% from 2024 to
2025 and gross profit margin improving from 25.9% to 28.6% over the same period. We believe our
existing technology and customer relationships would allow us to capture opportunities in this
industry when demand increases.
Increase the average selling price of our products
We plan to increase the average selling price of our products by deepening relationships with
our existing downstream customers and by continuously launching new products that cater to
premium end products. Our product mix affects our profitability since our various products have
different selling prices and margin profiles due to differences in product complexity and our R&D
investments. As we further deepen our relationships with existing customers and gain their trust and
recognition, we will be able to expand and optimize the portfolio of products we sell to these
customers by supplying more premium products. Products that cater to the premium end markets
and feature advanced technologies are usually more expensive, which will increase the average
selling price of our products. However, the actual trend of our average selling price may also be
affected by external market condition, such as industry pricing dynamics. According to Frost &
Sullivan, starting from late 2025, the prices of memory chips, including those used in consumer
electronics terminals, have increased significantly. As memory chips represent one of the largest
cost components in consumer electronics end products, brand companies and their OEMs have come
under mounting pressure to reduce their overall bill-of-materials costs. In response, these customers
have sought to compress the procurement prices of other components — including display driver
integrated circuits such as our AMOLED DDICs — in order to offset the rising memory costs and
protect their own margins. Consequently, our operating results are affected by fluctuation in the
consumer electronics industry, which is highly competitive and to a large extent driven by end-user
markets. Fluctuations in price within the consumer electronics industry could contribute indirectly
to reduced sales and declining prices for our products, which will in turn affect our revenue and
profit margins. According to Frost & Sullivan, prices of memory ICs are expected to decrease in the
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second half of 2027. This anticipated decrease is primarily driven by an expected re-balancing of
supply and demand, as significant capacity expansions currently underway across the industry are
projected to normalize market supply. We expect to be able to negotiate more favorable pricing with
our customers.
On the whole, our new products typically have higher selling prices and profit margins when
they are first launched. Therefore, we believe that, with our R&D breakthroughs and achievements,
we can continue to launch new products and increase the proportion of newly-launched products in
our product mix, which will also drive up our average selling price in the medium to long term.
With regard to our plan to increase the average selling price of our products, we note that the
average selling price of our Micro-OLED display backplanes and drivers has been steadily
increasing throughout the Track Record Period, primarily due to a higher proportion of sales of
larger-sized and more technologically advanced 12-inch products, which command higher prices
compared to 8-inch products. This change in product mix not only lifts our overall average selling
price but also reflects our ability to serve premium end markets that require high-performance
display solutions. Larger and more advanced Micro-OLED products typically yield higher gross
margins, as their elevated selling prices more than offset the incremental production costs
associated with their complexity and size. Although margin levels may fluctuate in the short term
due to shifts in demand, customer inventory cycles, or initial ramp-up costs for new products, we
believe that our ongoing efforts to innovate and drive the adoption of premium, higher-value
Micro-OLED products will help stabilize and enhance margins in the medium to long term,
supporting our overall profitability. As the Micro-OLED industry continues to mature, product
pricing may gradually decrease, but we expect that improvements in production scale and ongoing
cost optimization will support margin enhancement going forward. Margin improvement is
anticipated to be driven by a combination of factors, such as increased volumes and process
upgrades.
Product upgrading and optimization
We continue to promote product optimization and upgrade our product portfolio. Typically,
new chip prices follow a declining trend over their product lifecycle.
To improve profitability and increase our average selling price, we also keep on releasing
flagship AMOLED DDICs with more advanced features. These new products are primarily targeted
at high-end smartphones and are intended to meet increasing market demand for superior display
performance and energy efficiency, as evidenced by industry research and client feedback indicating
strong end-user preference for premium device experiences. In particular, one of these new flagship
AMOLED DDICs, which commenced sales in May 2025, has been adopted in multiple flagship
smartphone models of one of our customers that was released in 2025. We expect that our new
flagship AMOLED DDICs will be further adopted in its subsequent flagship smartphone models.
The pricing of this product is generally higher than that of our mid-range offerings, reflecting its
higher specifications and performance characteristics. In 2025, revenue from such flagship
AMOLED DDICs amounted to RMB155.8 million.
Our Directors are of the view that, as a new entrant to the markets, we expect to expand into,
our expansion is unlikely to trigger similar intense pricing competition with existing players or
hinder our ability to charge higher selling prices and boost profitability. This is because (i) these
markets have already experienced sufficient competition and prices have stabilized; (ii) we plan to
compete based on product differentiation, technological advantages and value-added services rather
than price alone; and (iii) customers in these markets place significant emphasis on supplier
reliability, product quality and technology, so price is not the sole factor in procurement decisions.
In order to further increase our sales volume, revenue and market share, we plan to develop
AMOLED TDDI chips. TDDI integrates the display driver and touch driver on a same chip.
According to Frost & Sullivan, in 2024, the global sales volume of TDDI chips increased to 1,040.0
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million units. It is expected to reach 1,431 million, with a CAGR of 6.6% by 2029. According to
Frost & Sullivan, the market remains at an early development stage, and the market participant
landscape is still nascent and dynamic, with a limited number of players, primarily specialized
technology companies and some larger incumbents in related sectors exploring this space.
Accordingly, we believe that, leveraging our existing technological capabilities and product
portfolio, we are well-positioned to respond to customer demand and deliver relevant solutions as
such demand materializes.
As of the Latest Practicable Date, several of our customers had plans to establish new
generation AMOLED production lines, and we are already a qualified AMOLED supplier to various
manufacturers. We plan to launch new product lines in coordination with our customers as their new
generation production capacity comes on stream, with the aim of securing new orders from both
existing and new customers as we penetrate these markets. Specifically, a next-generation
AMOLED TDDI production line has commenced construction and is expected to enter mass
production in the second half of 2026 and we intend to align the introduction of our relevant
products to support adoption by brand customers as such production lines come on stream. In line
with prevailing industry practice, our strategy for AMOLED TDDI chips is to first penetrate the
mid- to low-end segments before gradually expanding into higher-end applications. In 2027, we
expect to launch an advanced AMOLED TDDI chip.
In addition, we are actively pursuing a strategy to diversify our business beyond the
smartphone sector and capture growth opportunities in other fast-expanding end product markets,
including in-vehicle displays, televisions, tablets, wearables and other consumer electronics.
According to Frost & Sullivan, both in-vehicle entertainment screens and mid-to-large format
displays like tablets currently rely primarily on LCD technology, but are undergoing a transition
toward AMOLED to achieve superior display effects. This industry-wide shift is driven by the
increasing demand for high-contrast and high-resolution visual experiences, with AMOLED
penetration expected to accelerate as the technology matures to meet the performance standards of
these segments. As of the Latest Practicable Date, we had not yet secured any purchase orders in
the in-vehicle display segment. However, our entry into this segment to be technically and
commercially feasible based on the existing AMOLED DDIC product portfolio. In particular,
in-vehicle AMOLED display applications can be supported by deploying our existing AMOLED
DDICs in scalable configurations (for example, using two smartphone AMOLED DDICs in
combination) and supplementing them with software algorithms to address balancing requirements,
without the need to develop a new chip product. Based on our current development plan, any related
purchase orders in the in-vehicle display segment are expected to materialize in the longer term and
are not anticipated before around 2028. We also plan to introduce new AMOLED DDICs for tablet
displays, marking our expansion into the tablet market. The growing adoption of AMOLED panels
in tablets, driven by consumer demand for better image quality and thinner form factors, presents
a significant sales growth opportunity. As of the Latest Practicable Date, we were in discussions
with a leading tablet manufacturer regarding potential AMOLED DDIC solutions for tablet
displays, and a product qualification plan is under development. This will support our efforts to
secure initial customer orders and demonstrate market demand for our products in this new segment.
According to Frost & Sullivan, tablet displays currently rely primarily on LCD technology, but are
undergoing a transition toward AMOLED to achieve superior display effects. This industry-wide
shift is driven by the increasing demand for high-contrast and high-resolution visual experiences,
with AMOLED penetration expected to accelerate as the technology matures to meet the
performance standards of these segments. As of the Latest Practicable Date, we had not secured any
purchase orders for AMOLED DDICs for tablet display applications, nor had we commenced mass
production in this segment. Our development of AMOLED DDICs for tablet display applications
remains at a preliminary stage. Similar to in-vehicle AMOLED display applications, tablet displays
applications could be supported through the deployment of our existing AMOLED DDICs in
scalable configurations (for example, using two smartphone AMOLED DDICs in combination),
without requiring the development of a new chip product. Accordingly, the development in this area
is expected to primarily focus on system-level integration and application-specific solution
optimization. Based on our current development progress and prevailing industry trends, the
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potential purchase orders or commencement of mass production for AMOLED DDICs for tablet
display applications are expected to take place around 2028 or thereafter. The market participant
landscape for AMOLED DDICs specifically for in-vehicle and tablet display applications is
currently nascent and highly concentrated, with only a few existing players actively engaged in
development or early-stage commercialization. Given our proven technological capabilities in
AMOLED DDICs and our adaptable product architecture, we believe we are strategically positioned
as an early entrant with strong foundational technology to capture opportunities as demand for
tablet AMOLED displays materializes. In addition to our technological capabilities, we believe our
existing relationships with brand customers provide us with commercial advantages in entering
these new application segments. Our familiarity with the technical requirements and product
roadmaps of brand customers is expected to support a more efficient customer engagement for tablet
and in-vehicle display applications as these markets develop.
During the Track Record Period, our focus on the development and mass production of
high-end products has driven both an increase in the number of customers and growth in revenue
per customer. The number of our direct customers increased during the Track Record Period. At the
same time, revenue per direct customer from advanced products which refers to our AMOLED
DDIC products with a dual RAM structure for the flagship smartphone, grew from approximately
RMB145,546 thousand in 2023 to approximately RMB348,910 thousand in 2025, reflecting our
successful penetration into the high-end market segment and strengthened relationships with
leading clients. This growth was primarily attributable to our launch of high-end AMOLED DDICs,
which commanded higher average selling prices and facilitated deeper cooperation with premium
device manufacturers. In addition, revenue recognized from new customers amounted to RMB25.8
million, RMB5.7 million and RMB15.2 million in 2023, 2024 and 2025. New customers refer, in
substance, to our direct customers that contributed revenue to us during a given year but did not
record any revenue contribution in the preceding year. Sales made through distributors and to
different entities within the same corporate group are not regarded as new customers. Our direct
customers are primarily panel manufacturers and distributors. We have already successfully
established business relationships with both leading domestic panel manufacturers and brand
customers, during the Track Record Period. Due to the high concentration of panel manufacturers
(according to Frost & Sullivan, the five largest smartphone AMOLED DDIC manufacturers in
Chinese mainland accounted for a combined market share of 80% in 2024), and as we had already
established partnerships with these largest five panel manufacturers by the beginning of the Track
Record Period, these new direct customers are primarily smaller-scale panel manufacturers within
the industry so that their revenue contribution from new sales is relatively low.
Manage our cost of sales
We believe we can effectively manage and decrease our cost of sales, as a percentage of
revenue, with increased sales volume and market share.
In addition, increased market share and enhanced market position allow us to negotiate
favorable pricing and supply terms with both foundries and OSA T providers, such as securing
production capacity in advance and more flexibility in procurement planning and schedules, which
will decrease our inventory holding costs and impairment costs. Furthermore, thanks to our widely
recognized brand and our reputation among brand companies, we work closely with foundries and
OSA T providers to enter the supply chain of brand companies. Thus, partnering with us presents
new business opportunities for these suppliers and, in return, we can secure better supply chain
support from these suppliers. This mutually beneficial relationship allows us to continue to
penetrate the DDIC market. As such, we expect that our cost of sales, as a percentage of revenue,
will decrease significantly as we further solidify our competitive position in the industry.
While wafer prices have generally declined in recent periods as a result of market condition,
particularly following the easing of global foundry capacity constraints since late 2022, we were not
able to fully benefit from lower wafer prices to improve our profitability during the Track Record
Period. This was primarily because the reduction in the average selling prices of our products —
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driven by intense market competition and customer pricing pressure — outpaced the decrease in
wafer procurement costs. In addition, some of our wafer purchase agreements were entered into at
higher prices during periods of tight supply, and the impact of lower spot prices only gradually
filtered through to our cost structure. In contrast, domestic foundries typically offer more flexible
and responsive pricing, allowing us to better capture cost savings as market conditions evolve. As
a fabless company without our own manufacturing facilities, we are focused on optimizing our
manufacturing costs by leveraging our bargaining power with foundry and OSA T partners,
negotiating more favorable pricing and supply terms, and actively diversifying our supplier base to
increase flexibility and reduce procurement risk. We have also enhanced our operational efficiency
by improving our product design for higher yield rates and better manufacturability, and by
streamlining our production planning and logistics. Going forward, we expect to capture further
cost savings as new wafer pricing becomes fully reflected in our procurement costs, and as we
continue to expand our scale and strengthen our partnerships with key suppliers. In addition, by
diversifying our foundry partners, we can further enhance our bargaining power and benefit from
more favorable pricing offered by domestic foundries. Through these measures, we believe we can
effectively manage and reduce our overall cost of sales as a percentage of revenue, even as a fabless
semiconductor company.
Foundry transfer plan and cost-saving strategy
As part of our ongoing cost optimization strategy, we implemented a foundry transfer plan to
diversify and optimize our wafer supply chain. Historically, we have relied on foundries based in
Taiwan, China as our primary wafer foundry partners, given its leading-edge manufacturing
capabilities and consistently high wafer quality. In 2024, the majority of our wafers continued to
be supplied by foundries based in Taiwan, China, primarily because our new foundry partnerships
in Chinese mainland (“Mainland Foundry”) were still undergoing testing and qualification.
In order to further reduce production costs and manage supply chain risk, we established new
partnerships with Mainland Foundries. The wafer shipment volume from the Mainland Foundries
increased significantly from 1,943 units in 2024 to 18,946 units in 2025, representing an increase
of 875.1%.
The transition to Mainland Foundries has resulted in a reduction in wafer procurement costs.
According to Frost and Sullivan, the average wafer price of foundry services for DDICs charged by
the foundries in Chinese mainland are usually lower than those charged by the foundries outside
Chinese mainland by 10%-30% as a result of advancements of manufacturing capability and more
competitive pricing strategy adopted by Chinese foundries.
As domestic foundry technologies in Chinese mainland continue to advance and our products
achieve successful qualification at Mainland Foundry, we expect local substitution to become
increasingly viable and attractive. During the Track Record Period, none of our customers required
us to engage foundries based in Taiwan, China, for the production of our IC products.
Therefore, local foundry substitution represents an effective and sustainable cost-saving
strategy for the Group, supporting our long-term profitability while maintaining the quality and
competitiveness of our AMOLED DDIC portfolio.
By consistently shifting our product mix towards premium and high-growth applications, and
by leveraging cost advantages and strategic supplier relationships, we are confident in our ability
to further increase our selling price and achieve sustainable profitability improvements.
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Y ou should read the following discussion and analysis with our audited consolidated
financial information, including the notes thereto, included in the Accountants’ Report in
Appendix I to this Prospectus. Our consolidated financial information has been prepared
in accordance with the IFRS Accounting Standards.
The following discussion and analysis contain forward-looking statements that reflect
our current views with respect to future events and financial performance. These statements
are based on our assumptions and analysis in light of our experience and perception of
historical trends, current conditions and expected future developments, as well as other
factors we believe are appropriate under the circumstances. However, whether actual
outcomes and developments will meet our expectations and predictions depends on a
number of risks and uncertainties. In evaluating our business, you should carefully
consider the information provided in this Prospectus, including but not limited to the
sections headed “Risk Factors” and “Business.”
For the purpose of this section, unless the context otherwise requires, references to
2023, 2024 and 2025 refer to our financial years ended December 31 of such years. Unless
the context otherwise requires, financial information described in this section is described
on a consolidated basis.
OVERVIEW
We are the fifth-largest supplier, and the largest Chinese mainland-based supplier, in the
global smartphone AMOLED DDIC market in terms of sales volume in 2024 according to Frost &
Sullivan. Our focus is on delivering reliable and high-performance display driver solutions to
consumer electronics brand companies.
We implement the fabless business model, and achieve our leading position through strategic
collaborations with key players in the industry, including foundries, OSA T providers and display
panel manufacturers, ultimately enhancing the display experience for end users. We have developed
a full stack of proprietary display driver technologies that integrate software and hardware. Our
proprietary technologies cover three critical technical aspects: the design of DDICs, the
development of driver compensation algorithms and the layout of pixel compensation circuits. We
currently offer AMOLED DDICs, which are predominantly utilized in smartphones, as well as
Micro-OLED display backplanes/drivers, primarily designed for VR/AR devices.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business, results of operations and financial condition are affected by a variety of factors
that influence the global consumer electronics and DDIC industries. These include macroeconomic
conditions, such as the overall market demand for DDICs, as well as the competitive landscape
within our industry.
In addition to general market factors, our results of operations are also affected by the
following key specific factors:
Growth of Chinese Mainland’s AMOLED Panel Industry
According to Frost & Sullivan, the growth of the global DDIC industry has been closely tied
to the overall development of the panel supply chain. China, as the world’s largest consumer
electronics market, naturally drives substantial demand for display panels, fostering the growth of
a robust domestic display panel industry. Already the global leader in LCD panel manufacturing,
China is expected to follow a similar trajectory in the development of its AMOLED panel industry.
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According to Frost & Sullivan, by 2024, Chinese mainland’s AMOLED panel production capacity
represented approximately 55.0% of the global production capacity. As production line
development accelerates in the region, this share is projected to rise to 60.8% by 2029.
This surge in investment in the AMOLED panel industry is also expected to drive rapid growth
across upstream and downstream sectors of the supply chain. As panel production and sales volume
increase, the demand for DDICs will expand correspondingly, leading to a significant growth in the
domestic market for DDICs. This development underscores the increasingly important role of
China’s DDIC industry in the global supply chain.
Maintaining and Expanding Our Customer Base
Given the highly concentrated nature of the DDIC market, we derive a substantial portion of
our revenue from a limited number of display panel manufacturers. Our results of operations have
been, and are expected to continue to be, significantly affected by our ability to maintain and deepen
our relationships with our downstream customers, including display panel manufacturers and brand
companies. This is influenced by various factors, including global consumer demand for consumer
electronics, technological development and innovation in the DDIC market and the competitiveness
of our product offerings.
To maintain and expand our business with these downstream customers, we must continuously
meet their rigorous requirements regarding product quality, technical specifications, technological
advancements and delivery schedules. Beyond simply retaining these downstream customers, we
also aim to increase our wallet share by delivering differentiated, high-performance products that
address their evolving needs.
The consumer electronics and DDIC markets are highly competitive, with constant pressure
on brand companies to launch new products that reflect the latest consumer preferences. This
dynamic drives display panel manufacturers — and by extension, us — to continuously enhance our
research and development capabilities to deliver innovative products that meet the brand
companies’ ever-changing requirements. Our ability to consistently and reliably provide high-
quality products that meet our downstream customers’ exacting standards, both in terms of
performance and delivery timelines, will directly impact our ability to strengthen our existing
relationships and increase our penetration within our current customer base.
In addition to deepening relationships with existing downstream customers, our business
performance and financial condition also depend on our ability to win new downstream customers.
We actively seek to expand our customer base by offering high-quality, high-performance products
designed to meet customized technical specifications and requirements. Our ability to attract new
downstream customers is further influenced by our marketing and branding efforts, as well as the
competitive environment within the DDIC market.
Product Pricing
Our pricing strategy is mainly driven by our goal to maintain and grow our market share and
sales volume. In line with this goal, we strive to offer value-for-money products, which requires us
to price our products competitively, taking into account the competitive landscape within the
industry.
Furthermore, our profitability is affected by our ability to price our products appropriately to
achieve our intended profit margins. If we are unable to manage our product portfolio, satisfy
customer demands, or price our products effectively, our business operations and financial
condition could be adversely affected.
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Product Mix
Our revenue and profitability are influenced by the mix of our products. We currently offer
two categories of products: (i) AMOLED DDICs, primarily used for smartphones, and (ii)
Micro-OLED display backplanes/drivers, primarily used for AR/VR enabled head-mounted devices.
We are primarily focused on the design and supply of AMOLED DDICs, which accounted for
83.5%, 91.6% and 72.6% of our revenue in 2023, 2024 and 2025. We strategically expanded into
the development and commercialization of Micro-OLED display backplanes/drivers in recent years,
which is rapidly advancing as a new frontier in AMOLED display technology.
Our products have varying selling prices and margin profiles due to differences in product
complexity and R&D investments. Furthermore, different products within the same category may
have different selling prices and profit margins as well. As a result, the mix of our products sold
in a given year significantly impacts our financial condition and profitability. Our product mix may
vary in response to changes in market conditions, customer preferences and technological
advancements in end products that feature our DDICs. In addition, as we deepen our relationship
with our existing downstream customers, increase our wallet share and further enhance our industry
position, we expect to be able to optimize our portfolio of products sold to these downstream
customers by supplying more premium products to them. Our ability to effectively manage and
continuously optimize our portfolio of products will affect our margin profiles and financial
condition.
Ability to Control Cost of Sales
Our overall financial condition and profitability depend on our ability to manage our cost of
sales, which primarily comprises wafer costs and packaging and testing-related expenses. As a
fabless design house, we work closely with third-party suppliers for wafer fabrication and backend
services, and the prices of these services are influenced by overall supply-demand dynamics,
supplier pricing policies and the scale of our businesses with these suppliers.
In particular, our ability to coordinate effectively with our foundry partners and OSA T
providers to manage capacity allocation and production schedules affects our procurement lead
times, delivery schedules to our customers and our inventory holding costs, which in turn affect our
business operations and financial condition. Furthermore, as we grow our business and improve our
market position, our ability to leverage economies of scale as well as our industry position to
manage and control our cost of sales will affect our profitability and financial condition.
Our R&D Expenses and Achievement
Research and development are crucial to our sustained business growth as our competitiveness
depends on our ability to develop and implement new technologies to address evolving needs of our
customers and brand companies. Therefore, we have been investing and will continue to invest in
research and development efforts. In 2023, 2024 and 2025, our research and development expenses
amounted to RMB177.0 million, RMB242.2 million and RMB266.0 million, accounting for 24.6%,
27.2% and 24.1% of our revenue in the respective year.
Our research and development achievements affect our business in multiple ways, such as (i)
whether we will be successful in maintaining our relationships with our existing customers and
acquiring new customers and (ii) whether we can expand our portfolio of products and upgrade our
existing products. We will continue to invest in AMOLED and Micro-OLED display technologies
to further upgrade our existing products and launch new products that reflect the latest
technological development in our fields, which we believe will help us to solidify and expand our
relationships with customers. However, we cannot assure you that our research and development
efforts will achieve our intended results, or that we will be able to successfully implement new
technologies to achieve our intended benefits. The success of our research and development efforts,
including our research and development expenses, will affect our business and financial condition.
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BASIS OF PRESENTATION
The historical financial information of our Group, comprising the consolidated statements of
profit or loss, statements of comprehensive income, statements of changes in equity and statements
of cash flows of our Group for each of the years ended December 31, 2023, 2024 and 2025, and the
consolidated statements of financial position of our Group and the statements of financial position
of the Company as of December 31, 2023, 2024 and 2025, and material accounting policy
information and other explanatory information (“ Historical Financial Information ”) has been
prepared in accordance with IFRS Accounting Standards, which comprise all standards and
interpretations as issued by the International Accounting Standards Board (“ IASB ”).
All IFRS Accounting Standards effective for the accounting period commencing from January
1, 2025, together with the relevant transitional provisions, have been adopted by the Group in the
preparation of the Historical Financial Information throughout each of the years during the Track
Record Period.
The Historical Financial Information has been prepared under the historical cost convention,
except for financial assets at fair value through profit or loss and derivative financial instruments
which have been measured at fair value at the end of each of the years during the Track Record
Period.
MATERIAL ACCOUNTING POLICIES AND ESTIMATES
Note 2.3 to “Appendix I — Accountants’ Report” to this Prospectus sets forth certain material
accounting policies, which are important for understanding our financial condition and results of
operations.
Impairment Testing of Certain Non-financial Assets
In accordance with IAS 36.12, we assess at the end of each reporting period whether there are
any indications that non-current assets (other than inventories, contract assets, deferred tax assets,
financial assets) may be impaired. If any such indication exists, we estimate the recoverable amount
of the assets.
In accordance with IAS 36, we performed impairment tests at each period-end on non-current
assets (primarily including property, plant and equipment, right-of-use assets, intangible assets, and
other non-current assets) that show indications of impairment and estimate the recoverable amount
of the non-current asset. The recoverable amount is determined for the cash-generating unit to
which the asset belongs.
We are primarily engaged in delivering reliable and high-performance display driver solutions
to consumer electronics brand companies. We are highly centralized managed and implement the
fabless business model. Our activities including R&D, procurement and sales are all governed and
managed in headquarters and we only have one operating segment. The non-current assets other
than financial assets mainly include machinery and software. The entities that hold these assets are
highly inter-related and cannot be considered to generate cash inflows that are largely independent
of each other.
Therefore, non-current assets, other than financial assets located in different entities, are all
allocated to the whole Group which is defined as the cash-generating unit (“ CGU”) that generates
cash flows that are largely independent for impairment testing.
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The recoverable amount of the CGU is determined based on a value in use calculation using
cash flow projections based on financial budgets approved by the management, with the
engagement of an independent professionally qualified valuer, Jones Lang LaSalle Corporate
Appraisal and Advisory Limited (“ JLL”). The budgeted sales and margins are estimated based on
historical information achieved and the expected market development. The discount rates used
reflect specific risks relating to our Company. According to the impairment test results, the
recoverable amount of the CGU was larger than the carrying amount of the non-current assets at the
end of each reporting period, thus no impairment was required.
RESULTS OF OPERATIONS
Y ear Ended December 31,
2023 2024 2025
(in RMB thousands, except for percentages)
Total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 100.0 891,304 100.0 1,105,659 100.0
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(717,211) (99.6) (869,396) (97.5) (962,674) (87.1)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,193 0.4 21,908 2.5 142,985 12.9
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,084 3.3 37,285 4.2 31,910 2.9
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,253) (2.1) (32,495) (3.6) (26,815) (2.4)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62,932) (8.7) (83,921) (9.4) (101,790) (9.2)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(177,026) (24.6) (242,204) (27.2) (266,036) (24.1)
Impairment losses on financial assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H11182,814 0.4 70 0.0 3,278 0.3
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,111) (0.8) (5,776) (0.6) (12,332) (1.1)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(874) (0.1) (3,853) (0.4) (1,531) (0.1)
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(232,105) (32.2) (308,986) (34.7) (230,331) (20.8)
Income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– –– ––
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(232,105) (32.2) (308,986) (34.7) (230,331) (20.8)
NON-IFRS MEASURE
To supplement our consolidated financial statements that are presented in accordance with the
IFRSs, we also use adjusted profit/(loss) for the year (a non-IFRS measure) and adjusted net margin
(a non-IFRS measure), as additional financial measures, which are not required by, or presented in
accordance with IFRSs. We believe that these non-IFRS measures facilitate comparisons of
operating performance from period to period by eliminating potential impact of certain items. We
believe that these measures provide useful information to investors and others in understanding and
evaluating our consolidated financial statements in the same manner as they help our management.
However, our presentation of adjusted profit/(loss) for the year (a non-IFRS measure) and adjusted
net margin (a non-IFRS measure) may not be comparable to similar item measures presented by
other companies. The use of these non-IFRS measures has limitations as an analytical tool, and you
should not consider them in isolation from, or as substitute for analysis of, our consolidated
financial statements or financial condition as reported under IFRS. We define adjusted profit/(loss)
for the year (a non-IFRS measure) as loss for the year adjusted for listing expenses and share-based
compensations (a non-cash item). We define adjusted net margin (a non-IFRS measure) as adjusted
profit/(loss) for the year (a non-IFRS measure) as a percentage of our total revenue.
Y ear Ended December 31,
2023 2024 2025
(in RMB thousands, except for percentages)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(232,105) (308,986) (230,331)
Add:
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 24,660
FINANCIAL INFORMATION
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Y ear Ended December 31,
2023 2024 2025
(in RMB thousands, except for percentages)
Share-based compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,793 84,831 59,794
Adjusted profit/(loss) for the year (a non-
IFRS measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(217,312) (224,155) (145,877)
Adjusted net margin
(a non-IFRS measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(30.2)% (25.1)% (13.2)%
Our share-based compensation increased from RMB14.8 million in 2023 to RMB84.8 million
in 2024. Our share-based compensation decreased to RMB59.8 million as of December 31, 2025.
We recorded a relatively lower share-based compensation in 2023, primarily due to the
reassessment and extension of the vesting period for certain grants. Initially, the vesting period was
set to end by December 31, 2023, and it was subsequently extended to December 31, 2025. As a
result a recalculation of the share-based compensation expenses over the longer vesting period is
required. As a result, the cumulative expenses to be recognized were redistributed over the revised
total service period. For 2023, the share-based compensation was adjusted to reflect the difference
between the cumulative expenses that should have been recognized by the end of the year and the
amount already recognized in prior years. This adjustment led to a reversal of any over-accrued
expenses from prior periods, which contributed to the lower share-based compensation recorded in
2023.
PRINCIPAL COMPONENTS OF RESULTS OF OPERATIONS
Revenue
During the Track Record Period, we mainly generated revenue from sales of (i) AMOLED
DDICs and (ii) Micro-OLED display backplanes/drivers.
By Product
Y ear Ended December 31,
2023 2024 2025
RMB % RMB % RMB %
(in thousands, except for percentages)
AMOLED DDICs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118601,437 83.5 816,033 91.6 802,338 72.6
Micro-OLED display backplanes/drivers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,833 16.5 75,039 8.4 295,650 26.7
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134 0.0 232 0.0 7,671 0.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 100.0 891,304 100.0 1,105,659 100.0
Note:
(1) Primarily consisting of revenue from sales of board cards and customized development and technology licensing
services related to AMOLED DDICs upon demand of our customers. Such services include compensation algorithm
IP licensing and board card sales, to enhance display performance.
During the Track Record Period, revenue generated from the sales of AMOLED DDICs
accounted for a substantial majority of our total revenue and represented our principal source of
revenue. In addition to the sales of AMOLED DDICs, we also derived revenue from sales of
Micro-OLED display backplanes/drivers. To maintain strong relationships with our key downstream
customers and address their diverse needs, we also provided other products and services, which
FINANCIAL INFORMATION
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primarily included board cards and customized development and technology licensing services
related to AMOLED DDICs upon demand of our customers. Such services include compensation
algorithm IP licensing and board card sales, to enhance display performance.
Sales V olume and Average Selling Price
Y ear Ended December 31,
2023 2024 2025
Sales
volume (1)
Average
selling
price (2)
Sales
volume (1)
Average
selling
price (2)
Sales
volume (1)
Average
selling
price (2)
(Units’000) (RMB) (Units’000) (RMB) (Units’000) (RMB)
AMOLED DDICs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,287 18.6 51,350 15.9 52,593 15.3
Y ear Ended December 31,
2023 2024 2025
Sales
volume (1)
Average
selling
price (2)
Sales
volume (1)
Average
selling
price (2)
Sales
volume (1)
Average
selling
price (2)
(Pieces) (RMB) (Pieces) (RMB) (Pieces) (RMB)
Micro-OLED backplanes/
drivers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,459 21,768.3 3,326 22,561.3 16,468 17,953.0
Notes:
(1) Sales volume of AMOLED DDICs is measured by the number of individual chips, while the sales volume of
Micro-OLED backplanes/drivers is measured by the number of wafer pieces. This difference arises from the distinct
packaging and delivery requirements of these two product types.
For AMOLED DDICs, the mainstream packaging method involves cutting the wafer into individual chips before
delivery. As a result, sales are calculated based on the number of chips sold.
In contrast, due to the specific manufacturing processes required by Micro-OLED panel manufacturers, our
Micro-OLED backplanes/drivers are typically delivered in the form of whole wafers, without being cut or packaged
into individual chips. This is because downstream panel manufacturers need to directly process the wafers to produce
the Micro-OLED displays. Consequently, unlike our DDICs, which are sold on a per-chip basis, our Micro-OLED
backplanes/drivers are sold on a per-wafer basis, and “wafers” are used as the unit of measurement for sales volume.
Additionally, since panel manufacturers fabricate the Micro-OLED display devices directly on the backplane chips,
the size of the Micro-OLED display modules supported by the chips is essentially determined at the time of delivery.
This unique characteristic further differentiates the sales and delivery of Micro-OLED products from that of
AMOLED DDICs.
(2) The average selling price of our product is calculated by dividing revenue generated from sale of such product by the
sales volume of such product.
The average selling price of our AMOLED DDIC continued to decrease during the Track
Record Period, primarily due to our competitive pricing strategy in order to establish and expand
our market share. More specifically, the branded market for AMOLED in the smartphone sector is
characterized by high entry barriers, as it requires strong yield rates and recognition from both
smartphone and panel manufacturers. This makes it more challenging for new players to enter the
market. The AMOLED DDIC market is dominated by a few large customers, which make our
market share acquiring strategy more important. According to Frost & Sullivan, the five largest
manufacturers of smartphone AMOLED DDICs in Chinese mainland accounted for a combined
market share of 80% in 2024. In such an industry, new entrants typically need to maintain a period
of price competitiveness in order to acquire and retain customers. On the other hand, as a young
player in this well-established market, we formulated and implemented a competitive pricing
strategy in response to our competitors’ efforts to lower prices and prevent us from gaining further
market share. To sustain and expand our presence, we proactively reduced the average selling price
FINANCIAL INFORMATION
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of our AMOLED DDICs, thereby maintaining our competitive advantage and strengthening our
position in the market. In addition, starting from 2023, we increased the use of distributors to
shorten our cash collection cycle and better manage our capital and offer our distributor a discount
off the price we typically sell to the display panel manufacturers, which is primarily linked to the
length of the collection cycle we are able to shorten. According to Frost & Sullivan, it is common
to offer credit terms of 3 to 4 months to distributors following delivery. To compensate for the
logistics costs associated with shorter credit periods, we have historically offered distributors a
discount of approximately 0.8% for each month by which the credit period is reduced from the
typical three- to four-month credit period. Such discount is the primary financial incentive for our
distributors to accept a shorter credit period. On such basis, as we typically require full payment
from our distributors upfront as compared with a typical 90-day credit period under direct sales, the
discount we offer range from 2.4% to 3.2%. As our scale grew and liquidity position strengthened,
the extent of discounts offered to distributors is expected to be reduced gradually. In 2025, the
decrease in average selling prices began to stabilize, supported by the launch of our higher-end
product offerings. Sales volume remained generally consistent with the previous year, primarily
reflecting a temporary slowdown in product rollout and shipment pace as we allocated additional
R&D resources to wafer foundry transitions and spent more time on production line calibration and
optimization.
The demand for Micro-OLED backplanes/drivers has undergone notable shifts since 2022. In
2022, downstream demand experienced a significant surge, as our major customers held an
optimistic outlook for market growth — particularly in industrial and early-stage consumer
electronics applications — and accordingly placed advance orders to build inventory in anticipation
of robust end-user demand. However, as market expectations moderated and customers worked
through their accumulated inventory positions, demand softened markedly entering 2023 and
remained subdued through 2024. This post-peak correction resulted in reduced order volumes and
changes in customer ordering patterns during this period. Entering 2025, demand began to recover
meaningfully, driven by the commercialization and volume ramp-up of new downstream
applications, most notably flying eyewear and AR glasses, which created a new wave of end-market
demand for high-performance Micro-OLED backplanes/drivers.
From 2023 to 2024, the average selling price of our Micro-OLED backplanes/drivers
increased while sales volume decreased. The primary reason for the rising average selling price was
a shift in our product mix, as the proportion of 12-inch Micro-OLED backplanes/drivers — which
command higher unit prices — increased, while the proportion of 8-inch products decreased. In
general, our Micro-OLED backplanes/drivers can be fabricated on either 8- or 12-inch wafers,
depending on the specific requirements of our customers, which will be further processed by the
panel manufacturers. In addition, 8-inch wafers are generally used by industrial customers, while
12-inch wafers are primarily applied in consumer electronics. Hence, our products fabricated into
8-inch and 12-inch wafers are not direct substitutes. At the same time, the decline in sales volume
was mainly due to weaker downstream demand and changes in customer ordering patterns.
While customers would not purchase larger sized Micro-OLED products (i.e. 12-inch) less
frequently than smaller sized Micro-OLED products (i.e. 8-inch) as a result of its size, the
fluctuations in customers’ procurement demand for different models of Micro-OLED products
primarily depend on the level of end-market demand and the life cycle of different end products,
rather than the size of the Micro-OLED itself. In 2023 and 2024, there was a general decline in
customers’ procurement volume for 12-inch Micro-OLED products, mainly due to changes in
downstream demand.
Since 2025, however, market demand for end-products incorporating our Micro-OLED
backplanes/drivers, such as smart glasses, has increased, leading to a notable rise in our sales
volume particularly during the first half of 2025. This increase was driven by new products from
certain brand companies, including FPV goggles designed for use with drones and smart glasses. In
2025, our average selling price decreased, primarily because sales volume increased and we offered
additional discounts to customers in light of the larger order sizes.
FINANCIAL INFORMATION
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By Geographical Location
Y ear Ended December 31,
2023 2024 2025
RMB % RMB % RMB %
(in thousands, except for percentages)
Chinese Mainland (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118703,491 97.7 862,724 96.8 859,091 77.7
Hong Kong (1)(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,812 2.3 28,495 3.2 245,966 22.2
Taiwan (1)(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118101 0.0 85 0.0 602 0.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 100.0 891,304 100.0 1,105,659 100.0
Notes:
(1) Geographical location is solely based on the customer’s place of incorporation.
(2) Revenue from Hong Kong and Taiwan are primarily generated from customers comprising distributors, and to a lesser
extent, panel manufacturers and brand companies. The increase in revenue from Taiwan in 2025 was primarily
attributable to increased procurement volumes from our existing Taiwan-based customers. The increase in revenue
from Hong Kong in 2025 was primarily attributable to the expansion of our distributor’s distribution network in Hong
Kong.
By Sales Channel
Y ear Ended December 31,
2023 2024 2025
RMB % RMB % RMB %
(in thousands, except for percentages )
Direct sale /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118214,287 29.7 234,638 26.3 369,452 33.4
Distributor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118506,117 70.3 656,666 73.7 736,207 66.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 100.0 891,304 100.0 1,105,659 100.0
During the Track Record Period, our downstream customers are primarily display panel
manufacturers and brand companies based in Chinese mainland. However, we engaged distributors
primarily to accelerate our cash collection cycle. See “Business — Sales and Marketing — Our
Distributors” for further details.
By Customer Type
Y ear Ended December 31,
2023 2024 2025
RMB % RMB % RMB %
(in thousands, except for percentages)
Display panel manufacturers /H1118/H1118/H1118/H1118/H1118180,792 25.1 202,785 22.8 225,825 20.4
Distributor /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118506,117 70.3 656,666 73.7 736,207 66.6
Brand companies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 0.0 – – 94,084 8.5
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,464 4.6 31,853 3.6 49,543 4.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 100.0 891,304 100.0 1,105,659 100.0
Note:
(1) Mainly comprising non-brand customers focusing on maintenance and repair market.
FINANCIAL INFORMATION
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Cost of Sales
Our cost of sales primarily consists of (i) cost of wafer as the primary raw material of our
product, (ii) cost of packaging and testing, and (iii) others, mainly include the depreciation of fixed
assets and amortization of intangible assets. We also recorded write-down of inventories under cost
of sales.
Y ear Ended December 31,
2023 2024 2025
RMB % RMB % RMB %
(in thousands, except for percentages)
Wafer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118531,697 74.1 668,794 76.9 773,315 80.3
Packaging and testing /H1118/H1118/H1118/H1118122,106 17.0 169,407 19.5 169,778 17.6
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,245 1.4 5,916 0.7 6,917 0.7
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118664,048 92.6 844,117 97.1 950,010 98.7
Write-off of inventories /H1118/H1118/H111853,163 7.4 25,279 2.9 12,664 1.3
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118717,211 100.0 869,396 100.0 962,674 100.0
The industry in which we operate is characterized by rapid technology evolution and iteration.
More specifically, brand companies typically refresh their smartphone offerings every year, and we
may need to roll out new products in response to their product iterations. Once a new generation
of smartphones and DDICs are rolled out, the demand and its selling price for the previous
generation of DDICs would typically decrease. Such pattern typically results in write-off of value
on unsold previous generation DDICs. Micro-OLED products do not experience the same roll-out
pattern as smartphones, as the product life cycle of Micro-OLED products is generally longer and
the iteration pace is slower than that of smartphones.
Our inventory write-downs have shown a declining trend from 2023 through 2025. The
relatively high level of write-off of inventories in 2023 was primarily attributable to the downturn
in the global consumer electronics industry during that year. According to Frost and Sullivan,
although the global consumer electronics industry experienced a downturn in 2023, we did not scale
back our production in 2024 because our products and technologies continued to gain market and
customer recognition, leading to sustained growth in both demand and sales volumes. This can be
evidenced by the growth in our AMOLED DDIC sales volume from 32.3 million units in 2023 to
51.4 million units in 2024. We achieved such growth through our ability to roll out reliable and
high-performance products at a competitive price. In particular, we have consistently prioritized the
development of high-quality DDIC products that deliver advanced features such as low power
consumption, high resolution, and superior performance reliability tailored to the specific needs of
downstream customers and brand companies. Through this, we have established long-term,
collaborative partnerships with them and expand our wallet shares in these downstream customers
and brand companies. In addition, the display panel industry has been shifting towards China,
resulting in a steady increase in domestic panel capacity and demand. Furthermore, the penetration
rate of AMOLED displays has continued to rise, which has driven greater demand for our AMOLED
DDICs. Supported by these factors, we maintained and even expanded our production in 2024 to
capture market opportunities and meet the growing needs of our customers, despite broader market
headwinds. In 2024 and 2025, as our bargaining power grew with our scale and the consumer
electronics industry gradually recovered, we experienced a much lower level of inventory
write-down.
FINANCIAL INFORMATION
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While the inventory write-offs recorded in 2023 were substantial, we do not expect this to
remain an enduring and recurring problem for the following reasons:
 Improved Bargaining Power: Since 2024, the growth in our business scale has enabled
us to negotiate better procurement terms, thereby reducing procurement risks and
inventory costs. For example, since May 2025, our payment term with Huali
Microelectronics (“ HLMC ”) improved from 100% prepayment to payment within 30
days after delivery. Chipbond’s payment term has been extended from 60 to 90 days, and
as of July 2025, our procurement cost from Chipmore has decreased by approximately
8%. For our other foundry partner based in Chinese mainland, we also expect its
payment terms to shift from 20% prepayment and 80% payment within 30 days after
delivery, to full payment within 30 days after delivery.
 Recovery of the Consumer Electronics Market: A gradual recovery in the global
consumer electronics industry has stabilized demand, reducing the risk of overstocking.
 Enhanced Forecasting and Inventory Management: We have adopted more rigorous
forecasting methods, strengthened inventory controls, and implemented stricter
accountability measures to prevent similar issues from recurring.
As a fabless IC design company, holding a certain level of inventory is an integral part of our
business operations due to the following reasons:
 Customer-Specific Customization: Our AMOLED DDICs are often tailored to specific
customer requirements, which requires us to maintain higher inventory levels to respond
to customized and potential orders.
 Global Supply Chain Constraints: During the global foundry capacity shortage in
2022, we increased wafer procurement to secure supply amid intense competition for
production capacity.
 Support for Rapid Product Iterations: The rapid refresh cycles in the smartphone
industry require us to maintain sufficient inventory to quickly respond to customer needs
and avoid potential supply disruptions. According to Frost & Sullivan, the consumer
electronics industry experienced elevated inventory levels during 2022 and 2023, with
average industry inventory turnover days increasing by approximately 10 days from
2022 to 2023. Against this backdrop, we have actively optimized our inventory
management to balance supply agility with inventory risk, ensuring responsiveness to
customer orders while minimizing excess stock.
Our forecasted demand in 2023 was influenced by several factors:
 Global Consumer Electronics Downturn: The Group experienced a significant
slowdown in the global consumer electronics market, resulting in lower-than-expected
demand for smartphones and a shortfall in actual sales compared to our forecasts.
 Procurement Based on Customer Forecasts: Our procurement planning historically
relied heavily on sales forecasts provided by major customers at the beginning of each
period. We use these customer forecasts as the primary input for our own procurement
and production planning. However, customers’ forecasts are subject to change depending
on evolving market conditions and their internal sales performance. In the recent
downturn in the global consumer electronics market, our customers revised their actual
procurement needs downward after their initial forecasts were made. Because our
procurement and production capacity is committed based on these early forecasts due to
the capacity binding arrangement, there is a time lag and limited flexibility to adjust
procurement volumes in response to changes in customer demand.
FINANCIAL INFORMATION
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We have established and enhanced oversight mechanisms to improve forecast modelling and
inventory management, including:
 Forecast Modelling: Our procurement planning has traditionally depended on sales
forecasts supplied by brand customers. In 2023, reliance on optimistic projections
without sufficient consideration of prevailing market conditions led to misjudgments in
inventory and procurement decisions. The recent downturn highlighted the need for
more conservative and flexible forecasting models that take into account market
fluctuations and macroeconomic risks. We have since refined our approach to
incorporate more data-driven and risk-adjusted methods.
 Inventory Management: We generally maintain a certain level of inventory to ensure
continuity of supply and timely fulfillment of customer orders. In addition, we hold
appropriate safety stock based on supplier capacity, customer demand, and overall
market environment. Since 2024, we have implemented tighter procurement controls,
adjusting orders based on updated market conditions and actual customer needs. Our
inventory management practices have been enhanced to monitor unsold stock levels
more closely and to improve coordination between sales and procurement departments.
 Accountability Framework: We have strengthened our internal accountability
framework by introducing performance metrics related to inventory turnover and
forecast accuracy. In addition, we have adjusted decision-making processes to ensure
greater cross-departmental collaboration among R&D, sales, and supply chain teams.
Gross Profit and Gross Margin
By Product
We recorded gross profit as revenue less cost of sales. We recorded gross margin as gross
profit divided by revenue, expressed as a percentage.
Y ear Ended December 31,
2023 2024 2025
Gross profit/
(loss)
Gross
margin Gross profit
Gross
margin Gross profit
Gross
margin
RMB % RMB % RMB %
(in thousands, except for percentages)
AMOLED DDICs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,714) (2) (1.4) (2) 2,259 0.3 51,633 6.4
Micro-OLED display
backplanes/drivers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,846 10.0 19,436 25.9 84,621 28.6
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861 45.5 213 91.8 6,731 87.7
Total/Overall /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,193 0.4 21,908 2.5 142,985 12.9
Notes:
(1) Primarily consisting of revenue from sales of board cards and customized development and technology licensing
services related to AMOLED DDICs upon demand of our customers. Such services include compensation algorithm
IP licensing and board card sales, to enhance display performance.
(2) We recorded gross loss of RMB8.7 million from AMOLED DDICs in 2023 due to inventory write-offs. See also “—
Cost of Sales.”
FINANCIAL INFORMATION
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The gross loss from sales of AMOLED DDICs and substantially low gross margin from sales
of AMOLED DDICs in 2023 and 2024 was primarily attributable to our competitive pricing strategy
in order to establish and expand our market share. More specifically, we adopt such strategic pricing
approach to achieve two targets: (i) gaining access to market. The AMOLED DDIC market
characterized by its high entry barriers in terms of strong yield rates and recognition by a few large
panel manufacturers that dominate the market. In such an industry, new entrants typically need to
maintain a period of price competitiveness in order to acquire and retain customers; and (ii)
protecting our market share. As a young player in this well-established market, we formulated and
implemented a competitive pricing strategy in response to our competitors’ efforts to lower prices
and prevent us from gaining further market share. To sustain and expand our presence, we
proactively reduced the average selling price of our AMOLED DDICs, thereby maintaining our
competitive advantage and strengthening our position in the market. In 2025, we implemented a
transition of our wafer foundry partners and introduced new products, including both premium and
mid-end offerings. This resulted in an improved product mix and contributed to an overall increase
in our gross profit margin, with a corresponding growth in gross profit.
On the other hand, our gross profit margins from sales of Micro-OLED backplanes/drivers
were relatively stable in 2024 and 2025. The significantly lower gross profit margin in 2023 was
primarily due to weaker market demand in consumer electronics, which was the primary end market
for our major shipped product that year and inventory adjustments by downstream customers.
Additionally, there was a lag in wafer procurement costs in response to market changes, as we were
still using the higher prices agreed upon in 2022 during the market downturn in 2023. Both of these
factors coincided with the overstocking of Micro-OLED products by customers in 2022, which led
to lowered margin in 2023.
By Sales Channel
Y ear Ended December 31,
2023 2024 2025
Gross profit
Gross
margin Gross profit
Gross
margin Gross profit
Gross
margin
RMB % RMB % RMB %
(in thousands, except for percentages)
Direct sale /H1118/H1118/H1118/H1118/H1118/H111812,005 5.6 39,566 16.9 63,726 17.2
Distributor /H1118/H1118/H1118/H1118/H1118/H111844,351 8.8 7,621 1.2 91,923 12.5
Write-off of
inventories /H1118/H1118/H1118/H1118(53,163) (25,279) (12,664)
Total/Overall /H1118/H1118/H1118/H11183,193 0.4 21,908 2.5 142,985 12.9
By Customer Type
Y ear Ended December 31,
2023 2024 2025
Gross profit
Gross
margin Gross profit
Gross
margin Gross profit
Gross
margin
RMB % RMB % RMB %
(in thousands, except for percentages)
Display panel
manufacturers /H1118/H1118 7,828 4.3 36,978 18.2 50,121 22.2
Distributor /H1118/H1118/H1118/H1118/H1118/H111844,351 8.8 7,621 1.2 91,923 12.5
Brand companies /H1118 31 100.0 – – 14,624 15.5
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,146 12.4 2,588 8.1 (1,019) (2.1)
FINANCIAL INFORMATION
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Y ear Ended December 31,
2023 2024 2025
Gross profit
Gross
margin Gross profit
Gross
margin Gross profit
Gross
margin
RMB % RMB % RMB %
(in thousands, except for percentages)
Write-off of
inventories /H1118/H1118/H1118/H1118/H1118(53,163) (25,279) (12,664)
Total/Overall /H1118/H1118/H1118/H11183,193 0.4 21,908 2.5 (142,985) 12.9
Note:
(1) Mainly comprising non-brand customers focusing on maintenance and repair market.
Other Income and Gains
Y ear Ended December 31,
2023 2024 2025
(in RMB thousands, except for percentages)
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,262 30.2 17,529 47.0 17,420 54.6
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,885 24.4 11,430 30.7 10,846 34.0
Gains on disposal of items of property,
plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 0 . 0––––
Gains on disposal and fair value of
financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,008 41.6 5,911 15.9 3,640 11.4
Foreign exchange gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,415 6.5 – –
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 2 7 3 . 8––4 0 . 0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,084 100.0 37,285 100.0 31,910 100.0
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.3 4.2 2.9
Selling and Distribution Expenses
Y ear Ended December 31,
2023 2024 2025
(in RMB thousands, except for percentages)
Staff expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,346 74.4 11,281 34.7 11,369 42.4
Share-based compensation /H1118/H1118/H1118/H1118/H111840 0.3 18,671 57.5 13,300 49.6
Marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,247 21.3 1,808 5.6 1,469 5.5
Depreciation and amortization /H1118/H1118620 4.1 735 2.3 677 2.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,253 100.0 32,495 100.0 26,815 100.0
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.1 3.6 2.4
FINANCIAL INFORMATION
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--- page 209 ---
Administrative Expenses
Y ear Ended December 31,
2023 2024 2025
(in RMB thousands, except for percentages)
Staff expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,157 59.0 39,826 47.5 42,639 41.9
Share-based compensation /H1118/H1118/H1118/H1118/H11183,492 5.5 20,421 24.3 14,366 14.1
Office expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,436 10.2 9,731 11.6 5,303 5.2
Consultancy fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,090 17.6 8,607 10.3 10,121 9.9
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 24,660 24.2
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,757 7.6 5,336 6.3 4,701 4.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,932 100.0 83,921 100.0 101,790 100.0
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.7 9.4 9.2
Research and Development Expenses
Y ear Ended December 31,
2023 2024 2025
(in RMB thousands, except for percentages)
Staff expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118121,540 68.7 139,900 57.8 161,608 60.7
Share-based compensation /H1118/H1118/H1118/H1118/H111811,261 6.4 45,739 18.9 32,129 12.1
Engineering expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,304 18.2 43,389 17.9 58,065 21.8
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,921 6.7 13,176 5.4 14,234 5.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118177,026 100.0 242,204 100.0 266,036 100.0
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824.6 27.2 24.1
Finance Costs
Our finance costs include interest on interest-bearing bank loans and interest on lease
liabilities.
Y ear Ended December 31,
2023 2024 2025
(in RMB thousands, except for percentages)
Interest on interest-bearing bank
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118639 73.1 3,655 94.9 1,415 92.4
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118235 26.9 198 5.1 116 7.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118874 100.0 3,853 100.0 1,531 100.0
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.1 0.4 0.1
Impairment Losses under Expected Credit Loss Model, Net of Reversal
Our impairment of financial assets, net of reversal represents our net impairment losses
recognized on trade receivables, financial assets included in prepayments, other receivables and
other assets. In 2023, 2024 and 2025, our impairment of financial assets, net amounted to a gain of
RMB2.8 million, a gain of RMB70 thousand and a gain of RMB3.3 million, representing 0.4%,
0.0% and 0.3% of our total revenue in each of the respective years.
FINANCIAL INFORMATION
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--- page 210 ---
Other Expenses
Our other expenses comprise foreign exchange losses incurred during the Track Record Period
due to fluctuation of the currency exchange rate between RMB and USD and write off of other
receivables. Other expenses amounted to RMB6.1 million, RMB5.8 million and RMB12.3 million
in 2023, 2024 and 2025, respectively.
Income Tax Expense
Under the PRC Corporate Income Tax Law and the respective regulations, the corporate
income tax for our Company and subsidiaries is calculated at a statutory rate of 25%, on their
estimated taxable profits for the year based on the existing legislations, interpretations and practices
in respect thereof. Our subsidiary, Kunshan Y unyinggu Electronic Technology Co., Ltd. was granted
the qualification of High and New Technology Enterprises on December 13, 2023 and was entitled
to a preferential corporate income tax rate of 15% from December 13, 2023 to December 13, 2026.
This qualification is subject to review by the relevant tax authority in the PRC for every three years.
Our subsidiaries incorporated in Hong Kong is subject to Hong Kong profits tax at the rate
of 8.25% for taxable income not exceeding HK$2,000,000, and 16.5% for taxable income exceeding
HK$2,000,000 on any estimated assessable profits arising in Hong Kong.
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
2025 Compared to 2024
Revenue
Y ear Ended December 31,
2024 2025 % change
(in RMB thousands, except for percentages)
Revenue
AMOLED DDICs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118816,033 802,338 (1.7)
Micro-OLED backplanes/drivers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875,039 295,650 294.0
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118232 7,671 3,206.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118891,304 1,105,659 24.0
Note:
(1) Primarily consisting of revenue from sales of board cards and customized development and technology licensing
services related to AMOLED DDICs upon demand of our customers. Such services include compensation algorithm
IP licensing and board card sales, to enhance display performance.
Our revenue increased by 24.0% from RMB891.3 million in 2024 to RMB1,105.7 million in
2025, primarily due to the increase in revenue from Micro-OLED backplanes/drivers.
AMOLED DDICs
Our revenue from sales of AMOLED DDICs decreased by 1.7% from RMB816.0 million in
2024 to RMB802.3 million in 2025, primarily due to a 3.8% decrease in the average selling price
of our AMOLED DDICs from RMB15.9 per unit in 2024 to RMB15.3 per unit in the 2025, coming
with a 2.4% increase in sales volume from 51.4 million units to 52.6 million units during the same
years. The decrease in average selling price was mainly due to changes in our product mix, and the
timing of product ramp-up. Due to the transition of our wafer foundry partners and the associated
production line calibration, the mass production of premium chips was commenced in the late 2025.
FINANCIAL INFORMATION
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--- page 211 ---
In addition, we launched mid-end products during the year, which also contributed to an overall
decline in average selling price. The increase in sales volume was primarily attributable to the
deepening of our cooperation with downstream brand companies.
Micro-OLED display backplanes/drivers
Revenue from sales of Micro-OLED display backplanes/drivers increased significantly from
RMB75.0 million in 2024 to RMB295.7 million in 2025, which was mainly attributable to the
successful ramp-up of new customer projects and increased market adoption of our Micro-OLED
display backplanes/drivers. In 2025, and particularly in the fourth quarter, this growth was primarily
driven by higher shipments to a key customer as it ramped up projects for its downstream customers
and also reflected stronger market demand for AI-enabled wearable devices such as smart glasses.
This increase was partially offset by a 20.4% decrease in the average selling price from RMB22,561
per unit to RMB17,953 per unit, primarily due to pricing arrangements with major customers in
connection with increased sales volumes.
Others
Revenue from sales of other products increased from RMB232 thousand in 2024 to RMB7.7
million in 2025, primarily due to changes in customer demand.
Cost of sales
Y ear Ended December 31,
2024 2025 % change
(in RMB thousands, except for percentages)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118668,794 773,315 15.6
Packaging and testing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118169,407 169,778 0.2
Write-off of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,279 12,664 (49.9)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,916 6,917 16.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118869,396 962,674 10.7
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897.5 87.1
Our cost of sales increased by 10.7% from RMB869.4 million in 2024 to RMB962.7 million
in 2025, primarily due to a significant increase in the sales volume of Micro-OLED
backplanes/drivers in 2025.
Gross profit/(loss) and gross margin
Y ear Ended December 31,
2024 2025
Gross profit Gross margin Gross profit Gross margin
RMB % RMB %
(in RMB thousands, except for percentages)
AMOLED DDICs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,259 0.3 51,633 6.4
Micro-OLED display
backplanes/drivers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,436 25.9 84,621 28.6
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118213 91.8 6,731 87.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,908 2.5 142,985 12.9
FINANCIAL INFORMATION
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--- page 212 ---
Note:
(1) Primarily consisting revenue from sales of board cards and customized development and technology licensing
services related to AMOLED DDICs upon demand of our customers. Such services include compensation algorithm
IP licensing and board card sales, to enhance display performance.
Our gross profit increased significantly from RMB21.9 million in 2024 to RMB143.0 million
in 2025, primarily due to an increase in our gross profit margin from 2.5% in 2024 to 12.9% in 2025
and a 24.0% increase in our revenue from 2024 to 2025. Notwithstanding the decrease in average
selling prices of our AMOLED DDICs and Micro-OLED display backplanes/drivers during this
period, the improvement in gross margin was primarily driven by: (i) a reduction in our per-unit cost
of sales, reflecting economies of scale achieved through higher shipment volumes and improved
cost efficiencies in wafer procurement and back-end services, including through the engagement of
Chinese mainland foundry partners offering more competitive pricing and the renegotiation of
procurement terms with existing suppliers; (ii) the successful introduction of higher-margin
premium AMOLED DDICs, which, while also subject to the general downward trend in average
selling prices, experienced a smaller degree of price decline relative to our mass-market AMOLED
DDIC products, and whose superior gross margin profile reflects their higher technical complexity
and greater R&D content rather than absolute price levels alone, thereby contributing positively to
our overall blended gross margin. These higher-margin products have, to a certain extent, offset the
gross margin narrowing caused by the decrease in the overall average selling price of our AMOLED
DDIC products; and (iii) an increased contribution from Micro-OLED display backplanes/drivers,
which carry higher gross margins than our AMOLED DDIC products, as a result of the recovery in
downstream demand for AR/VR applications in 2025. The combined effect of these factors more
than offset the impact of the overall decline in average selling prices across our product portfolio.
AMOLED DDICs
Our gross profit increased from RMB2.3 million in 2024 to RMB51.6 million in 2025,
primarily due to an increase in our gross profit margin from 0.3% to 6.4% during the same year,
mainly as a result of our improved cost control by transitioning our wafer foundry partners and the
launch of our flagship products. A decrease in revenue contribution from distributors also
contributed our gross margin improvement.
Micro-OLED display backplane/drivers
Our gross profit from sales of Micro-OLED backplanes/drivers increased significantly from
RMB19.4 million in 2024 to RMB84.6 million in 2025, primarily driven by a substantial increase
in demand, which led to higher revenue for Micro-OLED backplanes/drivers. This effect also came
with an increase in gross margin from 25.9% in 2024 to 28.6% in 2025 due to improved economies
of scale.
Others
Our gross profit from other products and services increased from RMB213 thousand in 2024
to RMB6.7 million in 2025, and gross profit margin decreased from 91.8% in 2024 to 87.7% in 2025
due to changes in customer demand.
Other Income and Gains
Other income and gains decreased from RMB37.3 million in 2024 to RMB31.9 million in
2025, primarily due to a decrease in interest income as a result of lower deposit interest rates offered
by banks, and the lower fair value gains on financial assets at fair value through profit or loss in
2025.
FINANCIAL INFORMATION
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Selling and Distribution Expenses
Y ear Ended December 31,
2024 2025 % Change
(in RMB thousands, except for percentages)
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,495 26,815 (17.5)
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.6 2.4
Our selling and distribution expenses decreased from RMB32.5 million in 2024 to RMB26.8
million in 2025. The decrease was primarily due to i) the decrease in share-based compensation to
selling and marketing staffs in 2025 and ii) the decrease in marketing expenses as we conducted
fewer marketing activities in 2025. As a percentage of our revenue, our selling and distribution
expenses decreased from 3.6% in 2024 to 2.4% in 2025.
Administrative Expenses
Y ear Ended December 31,
2024 2025 % Change
(in RMB thousands, except for percentages)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,921 101,790 21.3
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.4 9.2
Our administrative expenses increased by 21.3% from RMB83.9 million in 2024 to RMB101.8
million in 2025, primarily because we incurred listing expense of RMB24.7 million in 2025. As a
percentage of our revenue, our administrative expenses remained stable at 9.4% in 2024 and 9.2%
in 2025.
Research and Development Expenses
Y ear Ended December 31,
2024 2025 % Change
(in RMB thousands, except for percentages)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118242,204 266,036 9.8
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827.2 24.1
Our research and development expenses increased by 9.8% from RMB242.2 million in 2024
to RMB266.0 million in 2025, primarily due to the increase in staff expenses from RMB139.9
million in 2024 to RMB161.6 million in 2025, which was in turn due to our ongoing efforts to
attract and retain talent. As a percentage of our revenue, our research and development expenses
decreased from 27.2% in 2024 to 24.1% in 2025.
Impairment Losses under Expected Credit Loss Model, Net of Reversal
Our impairment of financial assets under the expected credit losses model, net of reversal,
increased from a net gain of RMB70 thousand in 2024 to a net gain of RMB3.3 million in 2025,
primarily due to changes in the balance and aging structure of our trade receivables and other
financial assets as of December 31, 2025 compared to December 31, 2024.
FINANCIAL INFORMATION
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--- page 214 ---
Other Expenses
Other expenses increased from RMB5.8 million in 2024 to RMB12.3 million in 2025,
primarily due to an increase in foreign exchange loss as a result of the unfavorable exchange rate
fluctuation during the years.
Finance Costs
Our finance costs decreased from RMB3.9 million in 2024 to RMB1.5 million in 2025,
primarily due to a reduction in interest expenses on interest-bearing bank loans and lease liabilities
during the year.
Income Tax Expenses
We did not record any income tax expenses in 2024 and 2025, as we did not record taxable
profit in those years.
Loss for the Y ear
As result of the foregoing, loss for the year decreased from RMB309.0 million in 2024 to
RMB230.3 million in 2025. Loss margin improved from 34.7% in 2024 to 20.8% in 2025.
2024 Compared to 2023
Revenue
Y ear Ended December 31,
2023 2024 % change
(in RMB thousands, except for percentages)
Revenue
AMOLED DDICs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118601,437 816,033 35.7
Micro-OLED display backplanes/drivers /H1118/H1118/H1118/H1118/H1118/H1118118,833 75,039 (36.9)
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134 232 73.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 891,304 23.7
Note:
(1) Primarily consisting of revenue from sales of board cards and customized development and technology licensing
services related to AMOLED DDICs upon demand of our customers. Such services include compensation algorithm
IP licensing and board card sales, to enhance display performance.
Our revenue increased by 23.7% from RMB720.4 million in 2023 to RMB891.3 million in
2024, primarily due to the increase in revenue from AMOLED DDICs.
AMOLED DDICs
Our revenue from sales of AMOLED DDICs increased by 35.7% from RMB601.4 million in
2023 to RMB816.0 million in 2024, primarily due to a 59.0% increase in the sales volume of our
AMOLED DDICs from 32.3 million units in 2023 to 51.4 million units in 2024, driven by our
success in increasing our share in the AMOLED DDICs market as we were able to roll out reliable
and high-performance produces at a competitive price. Such increase was partially offset by a
14.7% decrease in the average selling price of our AMOLED DDICs from RMB18.6 per unit in
2023 to RMB15.9 per unit in 2024, which in turn was primarily due to (i) a change in our product
mix as we increase the sales of RAM-less AMOLED DDICs due to its increased popularity among
brand companies as a highly cost-effective option; and (ii) we reduced our selling price in response
to price-cutting by our competitors.
FINANCIAL INFORMATION
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--- page 215 ---
RAM-less AMOLED DDICs refer to our AMOLED DDICs designed with a single RAM
structure (also known as “single RAM”), in contrast to the traditional AMOLED DDICs we
previously sold, which featured a dual RAM structure. RAM-less AMOLED DDICs are not an
entirely new product for us, but their sales contribution significantly increased in 2024 as a result
of growing market acceptance and customer demand. We were the first company in China to launch
RAM-less AMOLED DDICs and have continuously led the industry in developing and promoting
this solution, according to Frost & Sullivan. Compared to traditional dual RAM AMOLED DDICs,
RAM-less (single RAM) AMOLED DDICs are able to satisfy customer performance requirements
while offering lower per-unit production costs, due to a simplified circuit design and reduced
material usage.
Micro-OLED display backplanes/drivers
Our revenue from sales of Micro-OLED display backplanes/drivers decreased from
RMB118.8 million in 2023 to RMB75.0 million in 2024, primarily due to a 39.1% decrease in sales
volume of Micro-OLED display backplanes/drivers from 5,459 pieces in 2023 to 3,326 pieces in
2024, which was in turn attributable to a decrease in AR/VR enabled head-mounted devices
end-market demand and our key customers’ advance procurement earlier based on optimistic future
projections, which led to reduced demand in 2024. The decrease was partially offset by an increase
in the average selling price of our Micro-OLED display backplanes/drivers increased by 3.6% from
RMB21,768.3 per piece in 2023 to RMB22,561.3 per piece in 2024, due to a change in product mix.
The increase in the average selling price of our Micro-OLED display backplanes/drivers in
2024 was primarily due to a change in our product mix, as the proportion of 12-inch Micro-OLED
products increased while the proportion of 8-inch products decreased. Our 12-inch Micro-OLED
backplanes/drivers typically carry a higher selling price than 8-inch products, reflecting their larger
size, higher technical complexity, and enhanced performance characteristics, which are favored by
certain customers for AR/VR applications. As a result, the shift towards a greater share of 12-inch
products in our sales portfolio led to an increase in the overall average selling price. In terms of
manufacturing costs, 12-inch Micro-OLED backplanes/drivers generally have higher unit costs than
8-inch products due to the use of more advanced production processes, larger substrates, and
increased material and processing requirements. However, these higher costs are generally offset by
the higher selling prices, allowing us to maintain a sustainable gross margin for our Micro-OLED
product line.
Others
Our revenue from sales of other products increased from RMB0.1 million in 2023 to RMB0.2
million in 2024, primarily due to changes in customer demand.
Cost of sales
Y ear Ended December 31,
2023 2024 % change
(in RMB thousands, except for percentages)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118531,697 668,794 25.8
Packaging and testing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118122,106 169,407 38.7
Write-off of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,163 25,279 (52.5)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,245 5,916 (42.3)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118717,211 869,396 21.2
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899.6% 97.5%
FINANCIAL INFORMATION
– 206 –


--- page 216 ---
Our cost of sales increased by 21.2% from RMB717.2 million in 2023 to RMB869.4 million
in 2024, primarily due to a 59.0% increase in our sales volume from 2023 to 2024, partially offset
by a 52.5% decrease in our inventory write-offs from RMB53.2 million in 2023 to RMB25.3 million
in 2024. See “— Principal Components of Results of Operations — Cost of Sales” for further
details.
Gross profit/(loss) and gross margin
Y ear Ended December 31,
2023 2024
Gross
profit/(loss) Gross margin Gross profit Gross margin
(in RMB thousands, except for percentages)
AMOLED DDICs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,714) (1.4) 2,259 0.3
Micro-OLED display
backplanes/drivers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,846 10.0 19,436 25.9
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861 45.5 213 91.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,193 0.4 21,908 2.5
Note:
(1) Including board cards and technical service offerings.
Our gross profit increased from RMB3.2 million in 2023 to RMB21.9 million in 2024,
primarily due to an increase in our gross margin from 0.4% in 2023 to 2.5% in 2024 and a 23.7%
increase in our revenue from 2023 to 2024.
AMOLED DDICs
We recorded a gross loss of RMB8.7 million in 2023 and a gross profit of RMB2.3 million
in 2024, primarily due to a 35.7% increase in our revenue from sales of AMOLED DDICs. We
recorded a gross margin of 0.3% for sales of AMOLED DDICs in 2024 as opposed to a gross loss
margin of 1.4% in 2023. This is primarily due to (i) a decrease in the per unit costs of our AMOLED
DDICs as a result of an increase in the revenue contribution of RAM-less AMOLED DDICs due to
its increasing popularity; and (ii) a 52.5% decrease in our inventory write-offs from RMB53.2
million in 2023 to RMB25.3 million in 2024.
In 2024, the sales volume and revenue contribution of RAM-less AMOLED DDICs increased
substantially as more of our major customers adopted this product in their new models. As a result,
our overall per-unit cost for AMOLED DDICs decreased, which helped drive a slight improvement
in our gross margin for this product line from 2023 to 2024, despite continued pricing pressure in
the market. The adoption of RAM-less AMOLED DDICs thus enabled us to optimize our cost
structure and partially offset margin pressure during the period. See “— Principal Components of
Results of Operations — Cost of Sales” for further details. The increased revenue contribution from
RAM-less AMOLED DDICs also resulted in a decrease in the average selling price of our
AMOLED DDICs.
Micro-OLED display backplane/drivers
Our gross profit from sales of Micro-OLED backplanes/drivers increased by 64.1% from
RMB11.8 million in 2023 to RMB19.4 million in 2024, primarily due to an increase in gross margin
from 10.0% in 2023 to 25.9% in 2024 primarily due to a shift in product mix. The effect of margin
improvement was partially offset by a 36.9% decrease in our revenue from sales of Micro-OLED
backplanes/drivers.
FINANCIAL INFORMATION
– 207 –


--- page 217 ---
Others
Our gross profit from other products and services increased from RMB61,000 in 2023 to
RMB0.2 million in 2024, and gross margin increased from 45.5% in 2023 to 91.8% in 2024 due to
the competitiveness and our customers’ recognition of our product and service offerings.
Other Income and Gains
Our other income and gains increased from RMB24.1 million in 2023 to RMB37.3 million in
2024, primarily due to an increase in interest income, as we frequently utilized our available funds
to purchase short-term US dollar time deposits with maturities of one to six months in 2024.
Selling and Distribution Expenses
Y ear Ended December 31,
2023 2024 % Change
(in RMB thousands, except for percentages)
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,253 32,495 113.0
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.1% 3.6%
Share-based compensation included in
selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H111840 18,671 46,577.5
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.0% 2.1%
Our selling and distribution expenses increased by 113.0% from RMB15.3 million in 2023 to
RMB32.5 million in 2024, primarily due to an increase in share-based compensation to the selling
and marketing staff from RMB40 thousand in 2023 to RMB18.7 million in 2024. See “— Non-IFRS
Measure” for fluctuation of our shared-based compensation. As a percentage of our revenue, our
selling and distribution expenses increased from 2.1% in 2023 to 3.6% in 2024.
Administrative Expenses
Y ear Ended December 31,
2023 2024 % Change
(in RMB thousands, except for percentages)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,932 83,921 33.4
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.7% 9.4%
Share-based compensation included in
administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,492 20,421 484.8
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.5% 2.3%
Our administrative expenses increased by 33.4% from RMB62.9 million in 2023 to RMB83.9
million in 2024, primarily due to an increase in share-based compensation to the administrative staff
from RMB3.5 million in 2023 to RMB20.4 million in 2024. See “— Non-IFRS Measure” for
fluctuation of our shared-based compensation in 2024. As a percentage of our revenue, our
administrative expenses increased from 8.7% in 2023 to 9.4% in 2024.
Research and Development Expenses
Y ear Ended December 31,
2023 2024 % Change
(in RMB thousands, except for percentages)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118177,026 242,204 36.8
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824.6% 27.2%
FINANCIAL INFORMATION
– 208 –


--- page 218 ---
Y ear Ended December 31,
2023 2024 % Change
(in RMB thousands, except for percentages)
Share-based compensation included in
research and development expenses /H1118/H1118/H1118/H111811,261 45,739 306.2
as % of total revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.6% 5.1%
Our research and development expenses increased by 36.8% from RMB177.0 million in 2023
to RMB242.2 million in 2024, primarily due to an increase in share-based compensation to the R&D
staff from RMB11.3 million in 2023 to RMB45.7 million in 2024. See “— Non-IFRS Measure” for
fluctuation of our shared-based compensation in 2024. As a percentage of our revenue, our research
and development expenses increased from 24.6% in 2023 to 27.2% in 2024.
Impairment Losses under Expected Credit Loss Model, Net of Reversal
Our impairment of financial assets under expected credit losses model, net of reversal
decreased from a gain of RMB2.8 million in 2023 to a gain of RMB70 thousand in 2024, primarily
due to a significant improvement in the collection of our trade receivable as of December 31, 2024
as compared to December 31, 2023.
Other Expenses
Our other expenses decreased from RMB6.1 million in 2023 to RMB5.8 million in 2024,
primarily due to the decrease in foreign exchange loss.
Finance Costs
Our finance costs increased from RMB0.9 million in 2023 to RMB3.9 million in 2024,
primarily due to the increase in interest costs as result of the increase in the principal amount of our
interest-bearing bank borrowings.
Income Tax Expenses
We did not record any income tax expenses in 2023 and 2024, as we did not record taxable
profit in those years.
Loss for the Y ear
As result of the foregoing, our loss for the year increased from RMB232.1 million in 2023 to
RMB309.0 million in 2024. Loss margin increased from 32.2% in 2023 to 34.7% in 2024.
LIQUIDITY AND CAPITAL RESOURCES
During the Track Record Period, we financed our operations primarily through a combination
of cash generated from operations and financing activities. As of December 31, 2025, we had cash
and cash equivalents of RMB379.7 million. Without taking into consideration of the net proceeds
from Global Offering, we estimate that our cash and cash equivalents, deposits, wealth management
products and unutilized but committed banking facilities as of March 31, 2026 will be able to
maintain our financial viability for at least 6.0 years. Going forward, we believe our liquidity
requirements will be satisfied by using funds from a combination of cash generated from operations
and net proceeds from the Global Offering.
FINANCIAL INFORMATION
– 209 –


--- page 219 ---
Taking into account the net proceeds from the Global Offering and cash generated from
operations, our Directors believe that we have sufficient working capital to meet our present and
future cash requirements for at least the next 12 months from the date of publication of this
Prospectus.
Net Current Assets/Liabilities
The table below sets forth our current assets and liabilities as of the dates indicated.
As of December 31,
As of
March 31,
2023 2024 2025 2026
(in RMB thousands )
(unaudited)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118373,205 321,859 237,883 228,747
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,698 102,661 292,405 180,476
Prepayments, other receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,188 92,813 43,148 50,597
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118247,461 415,441 – –
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H11181,308 558 – –
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118136,821 21,916 42,550 –
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,083 9,194 1,253 –
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,741 104,831 379,743 591,358
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,091,505 1,069,273 996,982 1,051,178
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,492 34,171 57,158 37,981
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,728 40,221 65,702 52,937
Interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,026 150,815 140,000 255,121
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,411 3,427 2,193 2,288
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,039 4,655 20,217 7,016
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,168 2,041 134 23
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 329 –
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,864 235,330 285,733 355,366
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118964,641 833,943 711,249 695,812
Comparison between March 31, 2026 and December 31, 2025
Our net current assets decreased from RMB711.2 million as of December 31, 2025 to
RMB695.8 million as of March 31, 2026, primarily due to (i) a decrease in trade receivables from
RMB292.4 million as of December 31, 2025 to RMB180.5 million as of March 31, 2026, (ii) an
increase in interest-bearing bank loans from RMB140.0 million as of December 31, 2025 to
RMB255.1 million as of March 31, 2026, partially offset by a decrease in trade payables from
RMB57.2 million as of December 31, 2025 to RMB38.0 million as of March 31, 2026.
Comparison between December 31, 2025 and December 31, 2024
Our net current assets decreased from RMB833.9 million as of December 31, 2024 to
RMB711.2 million as of December 31, 2025, primarily due to (i) a decrease in inventories from
RMB321.9 million as of December 31, 2024 to RMB237.9 million as of December 31, 2025, (ii)
an increase in other payables and accruals from RMB40.2 million as of December 31, 2024 to
RMB65.7 million as of December 31, 2025, partially offset by an increase in time deposit from
RMB21.9 million as of December 31, 2024 to RMB42.6 million as of December 31, 2025.
FINANCIAL INFORMATION
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--- page 220 ---
Comparison between December 31, 2024 and December 31, 2023
Our net current assets decreased from RMB964.6 million as of December 31, 2023 to
RMB833.9 million as of December 31, 2024, primarily due to (i) an increase in interest-bearing
bank loans from RMB30.0 million as of December 31, 2023 to RMB150.8 million as of December
31, 2024, (ii) a decrease in time deposit from RMB136.8 million as of December 31, 2023 to
RMB21.9 million as of December 31, 2024, partially offset by an increase in financial assets at fair
value through profit or loss from RMB247.5 million as of December 31, 2023 to RMB415.4 million
as of December 31, 2024.
SELECTED ITEMS OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Inventories
Our inventories include raw materials, work in progress and finished. The table below sets
forth the breakdown of our inventories as of the dates indicated.
As of December 31,
2023 2024 2025
(in RMB thousands)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,522 122,489 54,213
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118234,882 164,711 146,296
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,955 78,183 71,799
Less: (provision for impairment) /H1118/H1118/H1118/H1118/H1118/H1118/H1118(65,154) (43,524) (34,425)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118373,205 321,859 237,883
Our inventories decreased from RMB373.2 million as of December 31, 2023 to RMB321.9
million as of December 31, 2024, primarily due to: (i) a decrease in finished goods from RMB127.0
million as of December 31, 2023 to RMB78.2 million as of December 31, 2024; (ii) a decrease in
work in progress from RMB234.9 million as of December 31, 2023 to RMB164.7 million as of
December 31, 2024, as fewer materials were required in 2024, partially offset by (iii) an increase
in raw materials from RMB76.5 million as of December 31, 2023 to RMB122.5 million as of
December 31, 2024.
Our inventories decreased from RMB321.9 million as of December 31, 2024 to RMB237.9
million as of December 31, 2025, primarily due to: (i) a decrease in raw materials from RMB122.5
million as of December 31, 2024 to RMB54.2 million as of December 31, 2025; (ii) a decrease in
work in progress from RMB164.7 million as of December 31, 2024 to RMB146.3 million as of
December 31, 2025. These decreases were partially offset by a decrease in the provision for
impairment from RMB43.5 million as of December 31, 2024 to RMB34.4 million as of December
31, 2025.
Turnover Days
The table below sets forth the turnover days of our inventories for the year indicated. Our
inventory turnover days for each period equals the average of the beginning and ending balances
of inventories divided by cost of sales for that year and multiplied by 365 days.
Y ear Ended December 31,
2023 2024 2025
Inventories turnover days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118160 146 106
FINANCIAL INFORMATION
–2 1 1–


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Our inventory turnover days decreased from 160 days in 2023, to 146 days in 2024, as we
adjusted our inventory management strategy to better align with actual sales trends and market
demand. Improved sales performance and more efficient inventory control measures contributed to
the reduction in turnover days, reflecting a more balanced inventory level. Our inventory turnover
days decreased to 106 days in 2025, primarily due to faster inventory turnover resulting from
improved demand forecasting and closer coordination with key customers, which reduced inventory
holding periods.
We believe maintaining appropriate levels of inventories dynamically can help us fully
address our consumers’ demand and achieve consumer satisfaction without adversely affecting our
liquidity. We have in place a set of policies and procedures to manage our inventories.
We perform assessment of inventory impairment regularly to ensure inventories are stated at
the lower of cost and net realizable value. Based on our assessment, we believe there was no
material provision issue of inventories as of the Latest Practicable Date.
Aging Analysis
The table below sets forth an aging analysis of our inventories as of the dates indicated.
As of December 31,
2023 2024 2025
(in RMB thousands)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118340,796 308,273 211,389
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,381 13,339 26,494
Above 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 247 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118373,205 321,859 237,883
Subsequent Utilization
As of March 31, 2026, 38.1% of our total inventories as of December 31, 2025, or RMB90.6
million, were utilized or sold.
Financial Assets at Fair Value Through Profit or Loss
As of December 31,
2023 2024 2025
(in RMB thousands)
Structured deposits, at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,041 31,020 –
Wealth management products, at fair value /H1118/H1118/H1118/H1118180,420 384,421 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118247,461 415,441 –
Financial assets at fair value through profit or loss increased from RMB247.5 million as of
December 31, 2023, to RMB415.4 million as of December 31, 2024, primarily due to: an increase
in wealth management products from RMB180.4 million as of December 31, 2023, to RMB384.4
million as of December 31, 2024.
FINANCIAL INFORMATION
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--- page 222 ---
Financial assets at fair value through profit or loss decreased from RMB415.4 million as of
December 31, 2024 to nil as of December 31, 2025, primarily due to: (i) a decrease in structured
deposits from RMB31.0 million as of December 31, 2024 to nil as of December 31, 2025; and (ii)
a decrease in wealth management products from RMB384.4 million as of December 31, 2024 to nil
as of December 31, 2025.
We invest in unlisted financial assets, which consist of wealth management products issued by
banks in Chinese mainland. We estimate the fair value of these unlisted investments using a
discounted cash flow model, with discount rates determined by reference to market interest rates for
instruments with similar terms and risk characteristics. Based on this approach, the fair values are
assessed to be approximately equal to their carrying amounts. In determining fair value, we also
consider a discount for lack of marketability, which reflects the level of premiums or discounts that,
in our Group’s assessment, market participants would factor in when pricing such investments.
Our Board plays an active role in supervising and governing our investment activities. It
approves our overarching investment policy to ensure it is consistent with our strategic objectives
and oversees significant decisions relating to investments in wealth management products. Any
proposed investment that exceeds a specified threshold or entails a higher level of risk must obtain
prior approval from the Board. Investments in wealth management products are subject to a
multi-tier approval process, involving both management and the Board depending on the size and
risk characteristics of the investment. This approval mechanism ensures that all investment
decisions are carefully reviewed and are aligned with our financial and risk management objectives.
Investments in these assets will be required to comply with Chapter 14 of the Listing Rules upon
the Listing and the Global Offering.
Trade Receivables
Trade receivables primarily arise from sales of our products. The table below sets for the
breakdown of trade receivables as of the dates indicated.
As of December 31,
2023 2024 2025
(in RMB thousands)
Gross carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,436 106,874 293,381
Less: (Impairment) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,738) (4,213) (976)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,698 102,661 292,405
Trade receivables increased from RMB64.7 million as of December 31, 2023 to RMB102.7
million as of December 31, 2024, primarily due to an increase in carrying amount of accounts
receivables from RMB68.4 million as of December 31, 2023 to RMB106.9 million as of December
31, 2024, due to higher sales toward the end of the year, resulting in an increase in outstanding
receivables at year-end. Trade receivables increased from RMB102.7 million as of December 31,
2024 to RMB292.4 million as of December 31, 2025, primarily due to (i) an increase in the gross
carrying amount of trade receivables from RMB106.9 million as of December 31, 2024 to
RMB293.4 million as of December 31, 2025, (ii) higher sales with a lower proportion of distribution
sales which carry shorter payment cycle and (iii) a decrease in impairment from RMB4.2 million
as of December 31, 2024 to RMB1.0 million as of December 31, 2025.
FINANCIAL INFORMATION
– 213 –


--- page 223 ---
Aging Analysis
The table below sets forth an aging analysis of our trade receivables as of the dates indicated.
As of December 31,
2023 2024 2025
(in RMB thousands)
Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,984 85,236 273,960
3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,507 15,256 18,445
6 to 9 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,035 2,169 –
9 to 12 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 7 2––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,698 102,661 292,405
Turnover Days
The table below sets forth the turnover days of our trade receivables for the year indicated.
Our trade receivables turnover days for each period equals the average of the beginning and ending
balances of trade receivables for that period divided by revenue for that period and multiplied by
365 days.
Y ear Ended December 31,
2023 2024 2025
Trade receivables turnover days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111875 34 65
Our trade receivables turnover days decreased from 75 days in 2023, to 34 days in 2024,
primarily due to our improved credit control measures and stricter payment terms implemented
during the period. These measures included closer monitoring of customer payment cycles and
prioritizing customers with strong creditworthiness. Our trade receivables turnover days increased
from 34 days as of December 31, 2024 to 65 days as of December 31, 2025, primarily due to longer
credit terms granted to new major customers during the period.
To address our net operating cash outflow and improve the cashflow mismatch arising from
our trade receivable turnover days being significantly longer than our trade payable turnover days,
we have implemented and will continue to reinforce a series of measures to strengthen our cash flow
management. These include enhancing our credit control policies through more rigorous customer
credit assessments, actively monitoring payment cycles on a weekly basis, and setting up early
warning systems to identify overdue accounts. We have also begun to negotiate stricter payment
terms and shorter credit periods with both existing and new customers, leveraging our strengthened
industry position and the growing recognition of our products. In addition, we are prioritizing sales
to customers with strong creditworthiness and established payment histories, and are prepared to
adjust our sales and delivery arrangements for customers with relatively weaker payment records.
We also conduct periodic reviews of outstanding receivables and have established dedicated teams
to follow up on collections and resolve payment issues promptly. Furthermore, we are considering
the adoption of incentive schemes, such as early payment discounts, to encourage faster customer
payments. Through these ongoing and proactive measures, we aim to further reduce our receivable
turnover days, enhance our bargaining power in commercial negotiations, and ultimately improve
our net operating cash flow position.
Having considered the background of the relevant customers, their creditworthiness, ongoing
business relationships, and subsequent settlement patterns, we believe that substantial portion of our
trade receivable balances are recoverable and the provision for impairment is adequate and
appropriate.
FINANCIAL INFORMATION
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--- page 224 ---
Subsequent Settlement
As of March 31, 2026, 91.4% of our total trade receivables as of December 31, 2025, or
RMB267.3 million, were settled.
Trade Payables
The table below sets for our trade payables as of the dates indicated.
As of December 31,
2023 2024 2025
(in RMB thousands)
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,569 34,171 57,158
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,569 34,171 57,158
Our trade payables decreased from RMB49.6 million as of December 31, 2023 to RMB34.2
million as of December 31, 2024. Given the short payment cycles with our suppliers, the
fluctuations in the balance of our trade payables were largely driven by the purchase order we
received in the fourth quarter of any given year. Trade payables increased from RMB34.2 million
as of December 31, 2024 to RMB57.2 million as of December 31, 2025, primarily due to an increase
in purchases towards the end of the year.
Aging Analysis
The table below sets forth an aging analysis of our trade payables as of the dates indicated.
As of December 31,
2023 2024 2025
(in RMB thousands)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,492 34,171 57,158
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,077 – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,569 34,171 57,158
Turnover Days
The table below sets forth the turnover days of our trade payables for the year indicated. Our
trade payables turnover days for each period equals the average of the beginning and ending
balances of trade payables for that period divided by cost of sales for that period and multiplied by
365 days.
Y ear Ended December 31,
2023 2024 2025
Trade payables turnover days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 18 17
Our trade payables turnover days decreased from 21 days in 2023 to 18 days in 2024 and
further to 17 days in 2025, primarily due to the acceleration of payment cycles to suppliers. This
was driven by our stronger financial position that enabled us to take advantage of early payment
discounts.
FINANCIAL INFORMATION
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--- page 225 ---
Subsequent Settlement
As of March 31, 2026, 93.6% of our total trade payables as of December 31, 2025, or
RMB53.5 million, were settled.
Prepayments, Other Receivables and Other Assets
Our prepayments, other receivables and other assets include other receivables, prepayments,
advance talent retention bonus and impairment allowance. The table below sets forth the breakdown
of our prepayments and other receivables as of the dates indicated.
As of December 31,
2023 2024 2025
(in RMB thousands)
Non-current
V alue-added-tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,853 27,374 34,943
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,136 872 250
Prepayments for equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,040 1,070 234
Less: (Impairment allowance) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,029 29,316 35,427
Current
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,516 7,167 1,946
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,268 75,145 31,652
Advance talent retention bonus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,002 10,557 5,751
Prepaid Listing Fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,813
Less: (Impairment allowance) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(598) (56) (14)
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,188 92,813 43,148
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893,217 122,129 78,575
Our prepayments, other receivables, and other assets increased from RMB93.2 million as of
December 31, 2023 to RMB122.1 million as of December 31, 2024, primarily due to an increase
in prepayments, which rose from RMB49.3 million as of December 31, 2023 to RMB75.1 million
as of December 31, 2024, reflecting higher advance payments made for services or supplies.
V alue-added-tax recoverable also increased from RMB18.9 million as of December 31, 2023 to
RMB27.4 million as of December 31, 2024, due to higher V A T credits. Other receivables (current)
decreased from RMB12.5 million as of December 31, 2023 to RMB7.2 million as of December 31,
2024, reflecting reduced recoverable amounts during the period. Specifically, we had an advance to
a customer to fund mold tooling costs payable to a panel manufacturer for a specific AMOLED
DDICs panel project. This was in exchange for the customer’s commitment to exclusively procure
our compatible AMOLED DDICs and to repay the advance through a product price premium over
a two-year period after mass production commenced. In 2024, a portion of this advance was written
off as other expenses following a negotiation, while the remaining balance was progressively
recovered during the year, leading to a decrease in other receivables (current) as of December 31,
2024.
Our prepayments, other receivables, and other assets decreased from RMB122.1 million as of
December 31, 2024 to RMB78.6 million as of December 31, 2025, primarily due to a decrease in
prepayments from RMB75.1 million to RMB31.7 million, primarily due to our shift from full
upfront payments to more purchases on credit terms, which reduced overall prepayment balances.
As of March 31, 2026, 77.1% of our prepayments, other receivables, and other assets as of
December 31, 2025, or RMB28.5 million, were settled.
FINANCIAL INFORMATION
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--- page 226 ---
Contract Liabilities
Contract liabilities represent amounts received in advance from customers for goods that have
not yet been delivered. Contract liabilities decreased from RMB7.0 million as of December 31,
2023, to RMB4.7 million as of December 31, 2024, mainly as a result of the fulfillment of
contractual performance obligations. Contract liabilities increased to RMB20.2 million as of
December 31, 2025, primarily attributable to the increase in several large short-term advances
received from customers in relation to the sales of products at the end of the year.
As of March 31, 2026, 77.8% of our contract liabilities as of December 31, 2025, were
recognized as revenue.
Time Deposits
Our time deposits primarily include time deposits with original maturities of over three
months and due within one year and time deposits with original maturities over one year.
CASH FLOWS
The table below sets forth our cash flows for the years indicated.
Y ear ended December 31,
2023 2024 2025
(in RMB thousands)
Operating cash flows before
movements in working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(161,141) (196,077) (139,177)
Changes in working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,335) (55,127) (8,586)
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,067 15,587 14,350
Income tax (paid)/refund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 9 0––
Net cash used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(160,719) (235,617) (133,413)
Net cash (used in)/generated from
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118192,512 (92,765) 448,012
Net cash generated/(used in) from
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,875 242,585 (18,552)
Net increase (decrease) in cash and
cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,668 (85,797) 296,047
Cash and cash equivalents as of the
beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118132,265 189,741 104,831
Effect of foreign exchange rate changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118808 887 (21,135)
Cash and cash equivalents as of the
end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,741 104,831 379,743
Operating Activities
In 2025, we had net cash used in operating activities of RMB133.4 million, primarily
consisting of our loss before tax of RMB230.3 million, adjusted for non-operating and non-cash
items mainly including (i) the share-based compensation expenses of RMB59.8 million, and (ii)
exchange losses, net of RMB20.4 million. The amount was further adjusted by change in working
capital, including (i) increase in trade receivables of RMB186.5 million and (ii) decrease in
provisions of RMB1.9 million.
FINANCIAL INFORMATION
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In 2024, we had net cash used in operating activities of RMB235.6 million, primarily
consisting of our loss before tax of RMB309 million, adjusted for non-operating and non-cash items
mainly including (i) the share-based compensation expenses of RMB84.8 million, (ii) a provision
for inventories of RMB25.3 million, and further adjusted by (iii) an interest income of RMB17.5
million. The amount was offset by change in working capital, including (i) an increase in trade
receivables of RMB36.0 million, (ii) an increase in prepayments, other receivables and other assets
of RMB32.2 million and (iii) a decrease in trade payables of RMB14.3 million.
In 2023, we had net cash used in operating activities of RMB160.7 million, primarily
consisting of our loss before tax of RMB232.1 million, adjusted for non-operating and non-cash
items mainly including (i) a provision for inventories of RMB53.2 million, (ii) the share-based
compensation expenses of RMB14.8 million, and further adjusted by (iii) an interest income of
RMB7.3 million. The amount was partially offset by change in working capital, including (i) an
increase in inventories of RMB171.0 million, (ii) a decrease in other payables and accruals of
RMB23.4 million, and partially offset by (iii) a decrease in trade receivables of RMB165.3 million.
Investing Activities
In 2025, we had net cash from investing activities of RMB448.0 million, primarily consisting
of maturity of wealth management products and structured deposits of RMB856.4 million and
maturity of time deposits with original maturity more than three months of RMB80.9 million,
partially offset by purchase of management products and structured deposits of RMB436.4 million.
In 2024, we had net cash used in investing activities of RMB92.8 million, primarily consisting
of purchases of wealth management products and structured deposits of RMB1,833.9 million and
purchase of other intangible assets of RMB18.5 million, partially offset by maturity of wealth
management products and structured deposits of RMB1,672.5 million.
In 2023, we had net cash generated from investing activities of RMB192.5 million, primarily
consisting of maturity of wealth management products and structured deposits of RMB1,788.0
million and maturity of from time deposits with original maturity more than three months of
RMB130.0 million, partially offset by purchases of wealth management products and structured
deposits of RMB1,557.0 million.
Financing Activities
In 2025, we had net cash used in financing activities of RMB18.6 million, primarily consisting
of repayments of interest-bearing bank loans of RMB150.8 million and lease payments including
interest of RMB4.6 million, partially offset by new interest-bearing bank loans of RMB140.0
million.
In 2024, we had net cash generated from financing activities of RMB242.6 million, primarily
consisting of new interest-bearing bank loans of RMB150.0 million and issue of shares of
RMB130.0 million, partially offset by repayments of interest-bearing bank loans of RMB29.2
million.
In 2023, we had net cash generated from financing activities of RMB24.9 million, primarily
consisting of new interest-bearing bank loans of RMB90.0 million and decrease in pledged deposits
of RMB15.4 million, partially offset by repayments of interest-bearing bank loans of RMB75.3
million.
FINANCIAL INFORMATION
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INDEBTEDNESS
The table below sets forth our indebtedness as of the dates indicated.
As of December 31,
As of
March 31,
2023 2024 2025 2026
(in RMB thousands)
(unaudited)
Current
Borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,026 150,815 140,000 255,121
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,411 3,427 2,193 2,288
Non-current
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,441 1,325 476 926
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,878 155,567 142,669 258,335
Borrowings
As of December 31, 2023, 2024, 2025 and as of March 31, 2026, we had borrowings of
RMB30.0 million, RMB150.8 million, RMB140.0 million and RMB255.1 million, respectively. The
table below sets for the categories of our borrowings as of the dates indicated.
As of December 31,
As of
March 31,
2023 2024 2025 2026
(in RMB thousands)
(unaudited)
Bank loans – unsecured /H1118/H1118/H1118/H1118/H1118/H1118– 90,000 140,000 255,121
Bank loans – secured /H1118/H1118/H1118/H1118/H1118/H1118/H111830,026 60,815 – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,026 150,815 140,000 255,121
Subsequent Utilization
As of March 31, 2026, 55.4% of our total committed banking facilities as of December 31,
2025 were subsequently utilized. As of March 31, 2026, unutilized committed banking facilities
amounted to RMB205.0 million.
Lease liabilities
Our lease liabilities decreased from RMB5.9 million as of December 31, 2023 to RMB4.8
million as of December 31, 2024, our lease liabilities decreased to RMB2.7 million as of December
31, 2025, primarily due to the decrease in the value of new leases and the absence of early
cancellation of leases in those years. Lease liabilities increased to RMB3.2 million as of March 31,
2026.
Contingent liabilities
As of December 31, 2025, we did not have any contingent liabilities. We did not have any
bank and other loan, or any loan capital issued and outstanding or agreed to be issued, bank
overdraft, borrowing or similar indebtedness, liabilities under acceptance (other than normal trade
bills) or acceptance credits, debentures, mortgages, charges, hire purchases or finance lease
commitments, guarantees or other material contingent liabilities as of the latest practicable date for
FINANCIAL INFORMATION
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our indebtedness statement. We did not have any material covenants and undertakings on
outstanding debts, guarantees, pledge of key assets or other contingent obligations, and breaches
during the Track Record Period and up to the Latest Practicable Date. We did not experience any
difficulty in obtaining bank loans and other borrowings, default in payment of bank loans and other
borrowings or breach of covenants during the Track Record Period and up to the Latest Practicable
Date.
Our Directors confirm that there has not been any material change in our indebtedness since
the March 31, 2026 up to the date of this Prospectus. Our Directors confirm that we did not have
any material defaults on trade and non-trade payables and borrowings, or breaches of covenants
during the Track Record Period and up to the date of this Prospectus.
CAPITAL EXPENDITURE AND COMMITMENTS
Capital Expenditure
The table below sets forth our capital expenditure for the years indicated.
Y ear Ended December 31,
2023 2024 2025
(in RMB thousands)
Purchase of property, plant and equipment /H1118/H1118/H1118/H1118/H11186,956 6,851 2,834
Purchase of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118779 18,532 274
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,735 25,383 3,108
During the Track Record Period, our capital expenditure was primarily for purchase of
property, plant and equipment and intangible assets.
Capital Commitments
The table below sets forth our capital commitment for the years indicated.
Y ear Ended December 31,
2023 2024 2025
(in RMB thousands)
Contracted, but not provided for:
Furniture and fixtures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,380 – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,380 – –
KEY FINANCIAL RATIOS
The table below sets forth our key financial ratio for the years or as of the dates indicated.
For the Y ear Ended/As of December 31,
2023 2024 2025
Gross margin (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.4% 2.5% 12.9%
Net profit margin (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(32.2)% (34.7)% (20.8)%
Current ratio (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.6 4.5 3.5
Quick ratio (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.7 3.2 2.7
FINANCIAL INFORMATION
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Notes:
(1) Gross margin is calculated as gross profit/(loss) for the year divided by revenue for the corresponding year and
multiplied by 100%.
(2) Net profit margin is calculated as loss for the year divided by revenue for the corresponding year and
multiplied by 100%.
(3) Current ratio is calculated as total current assets as at the end of the year divided by total current liabilities
as of the end of the corresponding year and multiplied by 100%.
(4) Quick ratio is calculated as total current assets less inventories as at the end of the year and divided by total
current liabilities as at the end of the corresponding year and multiplied by 100%.
DISCLOSURE ABOUT FINANCIAL RISKS
We are exposed to a variety of financial risks including currency risk, credit risk and liquidity
risk. For details of our risk exposure and sensitivity analysis, see note 36 to “Appendix I —
Accountants’ Report.”
Capital Management
We invest surplus cash in low-risk, highly liquid wealth management products issued by
reputable financial institutions, with a primary objective to preserve capital and optimize the return
on idle funds. Our investment policy restricts us to principal-protected or low-risk products, such
as bank-issued wealth management products with short maturities and transparent underlying
assets.
We have implemented the following internal control procedures over such investments: All
proposed investments in wealth management products are subject to prior approval by our Board of
Directors, regardless of the investment amount or product type. Our finance department is
responsible for conducting due diligence on the issuers, assessing the risk profile of the products,
and preparing detailed investment proposals for the Board’s consideration. Investment decisions are
made collectively at the Board level, and the performance of such investments is monitored and
reported to the Board on a regular basis. We have established internal guidelines to avoid undue
concentration risk and ensure that investments are only made with well-established and financially
sound institutions.
Our management team responsible for treasury and cash management has substantial
experience in financial management and oversight of similar investments in both listed and private
company settings.
Any investment in wealth management products or similar financial assets after Listing will
be subject to, and conducted in compliance with, Chapter 14 of the Listing Rules and all other
applicable regulatory requirements.
SHARE CAPITAL/PAID-IN CAPITAL
The Group and the Company
A summary of movements in the Company’s share capital is as follows:
Notes
Numbers of
ordinary shares Share capital
RMB’000
As at January 1, 2023 and December 31, 2023,
and January 1, 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118369,069,750 369,070
FINANCIAL INFORMATION
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Notes
Numbers of
ordinary shares Share capital
RMB’000
Issue of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(a) 5,850,000 5,850
As at December 31, 2024 and 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374,919,750 374,920
Note:
(a) In August 2024, the Company issued 5,850,000 shares in total with par value of RMB1.00 each to Xiangfeng
Phase II (Xiamen) Equity Investment Partnership Enterprise (Limited Partnership) and Chengdu Ceyuan
Guangyi Electronic Information Equity Investment Fund Partnership Enterprise (Limited Partnership). The
total proceeds were received in 2024, with approximately RMB5,850,000 and RMB124,150,000 credited to the
Company’s share capital and capital reserves, respectively.
OFF-BALANCE SHEET ARRANGEMENTS
During the Track Record Period, we did not enter into any off-balance sheet arrangements.
DIVIDENDS
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. As of the Latest Practicable Date, we did not have any dividend policy and there is no
pre-determined dividends pay out ratio. Regulations in the PRC currently permit payment of
dividends of a PRC company only out of distributable profits, which refer to after-tax profits less
any recovery of accumulated losses and appropriations to statutory and other reserves that it is
required to make, as determined in accordance with its articles of association and the accounting
standards and regulations in China. As advised by our PRC Legal Advisor, we cannot pay dividends
to shareholders as there is no distributable profits in view of the accumulated losses. We will pay
dividends according to the applicable PRC laws and our Articles of Association.
DISTRIBUTABLE RESERVE
As of December 31, 2025, we did not have distributable reserves.
DISCLOSURE REQUIRED UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, they were not aware of any
circumstances that would give rise to a disclosure requirement under Rules 13.13 to Rules 13.19 of
the Listing Rules.
RELATED-PARTY TRANSACTIONS
Related party transactions are set out in note 33 to “Appendix I — Accountants’ Report.” Our
Directors confirm that these transactions were conducted in the ordinary and usual course of
business and at arm’s length basis. For related party loans, advances, guarantees and/or pledges of
securities including the terms and the plans for these arrangements after the Listing, if any, see also
note 33 to “Appendix I — Accountants’ Report.”
FINANCIAL INFORMATION
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
See “Appendix II — Unaudited Pro Forma Financial Information” for details.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commission and fees incurred in
connection with the Listing and the Global Offering. During the Track Record Period, we recorded
listing expenses of RMB28.5 million, among which RMB24.7 million was charged to our
consolidated statements of profit or loss and other comprehensive income in 2025, and RMB3.8
million was recognized to our consolidated statements of financial position as of December 31,
2025, which will be deducted from equity upon the Listing.
Our listing expenses are estimated to be approximately HK$102.9 million (including
underwriting commission), accounting for 9.4% of the gross proceeds of the Global Offering (based
on an Offer Price of HK$20.81 per H Share and assuming no exercise of the Over-allotment
Option). Among our listing expenses, approximately HK$59.4 million will be accounted for as a
deduction from equity upon completion of the Listing, and approximately HK$43.5 million has
been and will be charged to our consolidated statements of profit or loss as listing expense. The
listing expenses we incurred during the Track Record Period and expect to incur would consist of
approximately HK$55.0 million underwriting related expenses and fees (including but not limited
to commissions and fees), approximately HK$34.3 million non-underwriting-related expenses and
fees of the Joint Sponsors, legal advisors and reporting accountant and approximately HK$13.6
million for other non-underwriting-related fees and expenses. The listing expenses above are the
latest practicable estimate for reference only, and the actual amount may differ from this estimate.
NO MATERIAL ADVERSE CHANGE
Our Directors confirmed that, as of the date of this Prospectus, there has been no material
adverse change in our financial position since December 31, 2025, and there has been no event since
December 31, 2025 that would materially affect the information as set out in the Accountants’
Report in Appendix I to this Prospectus.
FINANCIAL INFORMATION
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OVERVIEW
As of the Latest Practicable Date, Dr. Gu Jing, chairman of the Board and an executive
Director, was entitled to control approximately 13.03% of the total issued Shares through Shenzhen
Yishi and Yisheng No. 2, representing approximately 59.97% of the aggregate voting power at the
Company’s general meetings taking into account the weighted voting rights attached to the
36,204,584 Class A Ordinary Shares and 12,636,372 Class A Ordinary Shares held by Shenzhen
Yishi and Yisheng No. 2, respectively. See “History, Development and Corporate Structure —
Weighted V oting Rights Structure.”
Upon the Listing, the Articles of Association will take effect, under which the Company will
no longer have a weighted voting rights structure and all Class A Ordinary Shares will be converted
and re-designated as Shares without any weighted voting rights on an one-to-one basis.
Accordingly, each of the then issued Shares of the Company will entitle its holder to one vote at
the Company’s general meetings.
Upon the Listing, the general partner of Yisheng No. 1 shall be changed from Mr. Han Xu to
Dr. Gu Jing. As of the Latest Practicable Date, Yisheng No. 1 has completed all the internal
procedures (including the general partner making the written decision to change the general partner
and the amendment of the partnership agreement) with respect to the change of general partner from
Mr. Han Xu to Dr. Gu Jing and Yisheng No. 1 expects to complete all requisite procedures
(including the filings with the SAMR authorities) upon the Listing pursuant to applicable laws and
regulations in the PRC. See “History, Development and Corporate Structure — Establishment and
Evolvement of the Shareholding Platforms of the Company.” Accordingly, immediately following
the completion of the Global Offering and upon the conversion and re-designation of Class A
Ordinary Shares as Shares without any weighted voting rights on an one-to-one basis (assuming the
Over-allotment Option is not exercised), Dr. Gu Jing will act as the general partner of and control
each of Shenzhen Yishi, Yisheng No. 1 and Yisheng No. 2, and will be entitled to control
approximately 16.99% of the total issued Shares of the Company through Shenzhen Yishi, Yisheng
No. 1 and Yisheng No. 2, representing approximately 16.99% of the aggregate voting power at the
Company’s general meetings. Accordingly, Dr. Gu Jing, Shenzhen Yishi, Yisheng No. 1 and Yisheng
No. 2 will be our Single Largest Shareholder Group upon the Listing.
INDEPENDENCE FROM THE SINGLE LARGEST SHAREHOLDER GROUP
Having considered the following factors, the Directors are satisfied that the Group is capable
of carrying on its business independently from the Single Largest Shareholder Group upon the
Listing.
Management Independence
The business of the Group is managed and conducted by the Board and senior management
of the Company. The Board consists of seven Directors, three of whom are independent
non-executive Directors. See “Directors and Senior Management.”
The Directors are of the view that the Board and senior management of the Company are able
to manage the business of the Group independently from the Single Largest Shareholder Group for
the following reasons:
(i) each of the Directors is aware of his/her fiduciary duties and responsibilities under the
Listing Rules as a director, which require that he/she acts in the best interests of the
Company and the Shareholders as a whole;
(ii) all decisions of the Board require the approval of a majority vote from the Board;
RELATIONSHIP WITH THE SINGLE LARGEST SHAREHOLDER GROUP
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(iii) the Company’s daily management and operations are carried out by the senior
management, all of whom have substantial experience in the industry where the
Company operates, and will therefore be able to make business decisions that are in the
best interests of the Group;
(iv) in the event that there is a potential conflict of interest arising out of any transaction to
be entered into between the Company and the Directors or their respective associates,
the interested Director(s) is (are) required to declare the nature of such interest before
voting at the relevant Board meetings in respect of such transactions;
(v) the Company has appointed three independent non-executive Directors to provide a
balance of the number of potentially interested and independent Directors with a view
to promote the interests of the Company and the Shareholders as a whole. The
independent non-executive Directors will be entitled to engage professional advisors at
our cost for advice on matters relating to any potential conflict of interest arising out of
any transaction to be entered into between the Company and the Directors or their
respective close associates; and
(vi) we have adopted other corporate governance measures to manage conflicts of interest,
if any, between the Group and the Single Largest Shareholder Group. See “— Corporate
Governance Measures.”
Operational Independence
The Group holds all the relevant material licenses, qualifications and permits required for
conducting its business. The Group has sufficient capital, facilities and employees to operate its
business independently from the Single Largest Shareholder Group. The Group also has
independent access to its clients. The Group has its own accounting and financial department,
human resources and administration department, internal control department and technology
department. In addition, the Group has established its internal organizational and management
structure which includes Shareholders’ meetings, the Board and its committees and formulated the
terms of reference of these bodies in accordance with the requirements of the applicable laws and
regulations, the Listing Rules and the Articles of Association, so as to establish a regulated and
effective corporate governance structure with independent departments, each with specific areas of
responsibilities.
Based on the above, the Directors are of the view that the Group will be able to operate
independently from the Single Largest Shareholder Group and his respective close associates after
the Listing.
Financial Independence
The Group has an independent financial system. The Group makes financial decisions
according to its own business needs and the Single Largest Shareholder Group will not intervene
with the Group’s use of funds. The Group has opened accounts with banks independently and do
not share any bank account with the Single Largest Shareholder Group or their respective close
associates. The Group has made tax filings and paid tax independently from the Single Largest
Shareholder Group pursuant to applicable laws and regulations. The Group has established an
independent finance department as well as implemented sound and independent audit, accounting
and financial management systems. The Group has adequate internal resources and credit profile to
support its daily operations.
As of the Latest Practicable Date, the Group has no loans, advances and balances of non-trade
nature due to or from the Single Largest Shareholder Group, and none of the loans of the Group is
guaranteed or secured by the Single Largest Shareholder Group, nor any loan of the Single Largest
Shareholder Group is guaranteed or secured by Group.
RELATIONSHIP WITH THE SINGLE LARGEST SHAREHOLDER GROUP
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Based on the above, the Directors are of the view that the Group will be financially
independent from the Single Largest Shareholder Group after the Listing.
COMPETITION
As of the Latest Practicable Date, neither Dr. Gu Jing nor any of the Directors, was interested
in any business, other than our Group, which, competes or is likely to compete, either directly or
indirectly, with the Group’s business and which requires disclosure pursuant to Rule 8.10 of the
Listing Rules.
CORPORATE GOVERNANCE MEASURES
In order to further safeguard the interests of our Shareholders, the Group will adopt the
following corporate governance measures to manage any potential conflicts of interest with the
Single Largest Shareholder Group:
(i) where a Shareholders’ meeting is held pursuant to the Listing Rules to consider proposed
transactions or arrangements in which the Single Largest Shareholder Group or any of
their respective associates has a material interest, the Single Largest Shareholder Group
shall abstain from voting and their votes shall not be counted;
(ii) the Company has established internal control mechanisms to identify connected
transactions. Upon the Listing, if the Company enters into connected transactions with
the Single Largest Shareholder Group or any of their respective associates, the Company
will comply with the applicable requirements under the Listing Rules;
(iii) the Company is committed that the Board shall include a balanced composition of
executive Directors and non-executive Directors (including independent non-executive
Directors). The Company has appointed three independent non-executive Directors, and
the Company believes the independent non-executive Directors possess sufficient
experiences and are free of any business or other relationship which could interfere in
any material manner with the exercise of their independent judgment and will be able to
provide an impartial, external opinion to protect the interests of the Shareholders as a
whole. For details of the independent non-executive Directors, see “Directors and Senior
Management — Directors — Independent Non-executive Directors;”
(iv) the independent non-executive Directors will review, on an annual basis, whether there
is any conflict of interests between the Group and the Single Largest Shareholder Group
(the “ Annual Review ”) and provide impartial and professional advice to protect the
interests of minority Shareholders;
(v) the Single Largest Shareholder Group will provide all information necessary or
requested by the independent non-executive Directors for the Annual Review, including
all relevant financial, operational and market information;
(vi) the Company will disclose decisions on matters reviewed by the independent non-
executive Directors either in its annual reports or by way of announcements as required
by the Listing Rules;
(vii) where the Directors reasonably request the advice of independent professionals, such as
financial advisers, the appointment of such independent professionals will be made at
our Company’s expense;
RELATIONSHIP WITH THE SINGLE LARGEST SHAREHOLDER GROUP
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(viii) the Company has appointed Gram Capital Limited as the Compliance Advisor, which
will provide advice and guidance to the Company in respect of compliance with the
applicable laws and Listing Rules including various requirements relating to directors’
duties and corporate governance; and
(ix) the Company has established Audit Committee, Nomination Committee and
Remuneration Committee with written terms of reference in compliance with the Listing
Rules.
Based on the above, the Directors are satisfied that sufficient corporate governance measures
have been put in place to manage conflicts of interest that may arise between the Group and the
Single Largest Shareholder Group, and to protect the minority Shareholders’ interests after the
Listing.
RELATIONSHIP WITH THE SINGLE LARGEST SHAREHOLDER GROUP
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This section presents certain information regarding the Company’s share capital before and
upon completion of the Global Offering.
BEFORE COMPLETION OF THE GLOBAL OFFERING
As of the Latest Practicable Date, the issued share capital of the Company was
RMB374,919,750, comprising 374,919,750 Unlisted Shares with a nominal value of RMB1.00
each.
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately following the completion of the Global Offering and the conversion of Unlisted
Shares into H Shares (assuming that the Over-allotment Option is not exercised) the issued share
capital of the Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of the
total share capital
of the Company
(%)
Unlisted Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
H Shares to be converted from Unlisted Shares /H1118/H1118/H1118/H1118374,919,750 87.64%
H Shares to be issued under the Global Offering /H1118/H1118/H111852,859,200 12.36%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118427,778,950 100.00
Immediately following the completion of the Global Offering and the conversion of Unlisted
Shares into H Shares (assuming that the Over-allotment Option is fully exercised) the issued share
capital of the Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of the
total share capital
of the Company
(%)
Unlisted Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
H Shares to be converted from Unlisted Shares /H1118/H1118/H1118/H1118374,919,750 86.05%
H Shares to be issued under the Global Offering /H1118/H1118/H111860,788,000 13.95%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118435,707,750 100.00
OUR VOTING STRUCTURE BEFORE AND AFTER THE LISTING
Under the Weighted V oting Rights Structure, the Company’s share capital comprises Class A
Ordinary Shares and Class B Ordinary Shares. As of the Latest Practicable Date, all the 48,840,956
Class A Ordinary Shares were held by Shenzhen Yishi and Yisheng No. 2, being entities controlled
by Dr. Gu Jing. Each Class A Ordinary Share entitles its holder to ten votes at the Company’s
general meetings. Each Class B Ordinary Share entitles its holder to one vote at the Company’s
general meetings.
Upon the Listing, the Articles of Association will take effect, under which the Company will
no longer have a weighted voting rights structure and all Class A Ordinary Shares will be converted
and re-designated as Shares without any weighted voting rights on an one-to-one basis. Upon the
completion of the re-designation, each of the then issued Shares of the Company will entitle its
holder to one vote at the Company’s general meetings.
SHARE CAPITAL
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For further details, see “Summary of the Articles of Association — Resolutions of
Shareholders’ Meetings” in Appendix III to this Prospectus.
RANKING
Upon the completion of the Global Offering, the Company would have only one class of
Shares. H Shares and Unlisted Shares are all ordinary Shares in the share capital of the Company.
However, except for certain qualified domestic institutional investors in the PRC, qualified PRC
investors under the Shanghai-Hong Kong Stock Connect or the Shenzhen-Hong Kong Stock
Connect and other persons who are entitled to hold the H Shares pursuant to relevant PRC laws and
regulations or upon approvals of any competent authorities, H Shares generally cannot be
subscribed for or traded between legal or natural persons of the PRC. Unlisted Shares and H Shares
will rank pari passu with each other in all other respects and, in particular, will rank equally for all
dividends or distributions declared, paid or made after the date of this Prospectus. All dividends in
respect of the H Shares are to be paid by the Company in Renminbi, Hong Kong dollars or in the
form of Shares.
CONVERSION OF UNLISTED SHARES INTO H SHARES
According to the regulations issued by the CSRC, the holders of the Unlisted Shares may, at
their own option, authorize the Company to apply to the CSRC for conversion of their respective
Unlisted Shares to H Shares, and such converted Shares may be listed and traded on an overseas
stock exchange provided that the required filings with the securities regulatory authorities of the
State Council for the conversion, listing and trading of such converted Shares have been completed.
Additionally, such conversion, trading and listing shall meet any requirement of internal approval
process and in all respects comply with the regulations prescribed by the securities regulatory
authorities of the State Council and the regulations, requirements and procedures prescribed by the
relevant overseas stock exchange.
If any of the Unlisted Shares are to be converted, listed and traded as H Shares on the Stock
Exchange, the filings with the relevant PRC regulatory authorities, including the CSRC, and the
approval of the Stock Exchange are necessary for such conversion. Based on the procedures for the
conversion of Unlisted Shares into H Shares as set forth below, the Company can apply for the
listing of all or any portion of the Unlisted Shares on the Stock Exchange as H Shares in advance
of any proposed conversion after the Global Offering to ensure that the conversion process can be
completed promptly upon notice to the Stock Exchange and delivery of Shares for entry on the H
Share register. As the listing of additional Shares after the Listing on the Stock Exchange is
ordinarily considered by the Stock Exchange to be a purely administrative matter, it does not require
such prior application for listing at the time of the Company’s listing in Hong Kong. No class
Shareholder voting is required for the conversion of such Shares or the listing and trading of such
converted Shares on an overseas stock exchange. Any application for listing of the converted shares
on the Stock Exchange after the Company’s initial listing is subject to prior notification by way of
announcement to inform the Shareholders and the public of any proposed conversion.
After all the requisite filings have been completed and approvals have been obtained, the
relevant Unlisted Shares will be withdrawn from the Unlisted Share register, and the Company will
re-register such Shares on the H Share register maintained in Hong Kong and instruct the H Share
Registrar to issue H Share certificates. Registration on the H Share register of the Company will be
on the conditions that (i) the H Share Registrar lodges with the Stock Exchange a letter confirming
the entry of the relevant H Shares on the H Share register and the due dispatch of H Share
certificates; and (ii) the admission of the H Shares to be traded on the Stock Exchange complies
with the Listing Rules and the General Rules of HKSCC and the HKSCC Operational Procedures
in force from time to time.
SHARE CAPITAL
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--- page 239 ---
Until the converted Shares are re-registered on the H Share register of the Company, such
Shares would not be listed as H Shares. For details of the existing Shareholders’ proposed
conversion of Unlisted Shares into H Shares, see “History, Development and Corporate Structure
— Capitalization” in this Prospectus.
RESTRICTIONS OF SHARE TRANSFER
Pursuant to the PRC Company Law, the Shares issued prior to the Listing shall not be
transferred within one year from the Listing Date.
Shares transferred by the Directors and members of the senior management each year during
their term of office shall not exceed 25% of their total respective shareholdings in the Company. The
Shares that the aforementioned persons hold in the Company cannot be transferred within one year
from the date on which the Shares are listed and traded, nor within half a year after they leave their
positions as Directors and members of the senior management in the Company.
GENERAL MANDATE TO (I) ISSUE SHARES AND (II) SELL AND/OR TRANSFER OF
TREASURY SHARES AND REPURCHASE MANDATE
Subject to the Global Offering becoming unconditional, the Directors have been granted
general unconditional mandates to issue the Shares and sell and/or transfer of treasury shares as well
as repurchase the Shares. For further details, see “Statutory and General Information — Further
Information about the Company — Resolutions of the Shareholders” in Appendix IV to this
Prospectus.
SHAREHOLDERS’ GENERAL MEETING
For details of circumstances under which the Shareholders’ general meeting is required, see
“Summary of the Articles of Association” in Appendix III to this Prospectus.
SHARE CAPITAL
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So far as the Directors are aware, immediately following the completion of the Global
Offering, the conversion of Unlisted Shares to H Shares and assuming the Over-allotment Option
is not exercised, the following persons will have an interest and/or short position in the Shares or
the underlying Shares which would fall to be disclosed to the Company and the Stock Exchange
under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, will be, directly or indirectly
interested in 5% or more of the nominal value of any class of the Company’s share capital carrying
rights to vote in all circumstances at general meetings of the Company:
Name of Shareholder
Type of
Shares Nature of interest (1)
As of the Latest
Practicable Date
Immediately following the completion of
the Global Offering (assuming the
Over-Allotment Option is not exercised)
Number of
Shares
Approximate
percentage of
shareholding in
the relevant
type of Shares
Number of
Shares
Approximate
percentage
of
shareholding
in the
relevant
type of
Shares
Approximate
percentage
in the total
issued
share
capital of
the
Company
D r .G uJ i n g(2)(3)(4)(5)
(ᚥ౺௹ɻ) /H1118/H1118/H1118/H1118/H1118/H1118
H Shares Interest in controlled
corporation
– – 72,684,739 16.99% 16.99%
Unlisted
Shares
– 48,840,956 13.03% – – –
Shenzhen Yishi (2) /H1118/H1118/H1118/H1118H Shares Beneficial owner – – 36,204,584 8.46% 8.46%
Unlisted
Shares
– 36,204,584 9.66% – – –
Yisheng No. 1 (3) /H1118/H1118/H1118/H1118H Shares Beneficial owner – – 23,843,783 5.57% 5.57%
Unlisted
Shares
– 23,843,783 6.36% – – –
Ms. Zhan Jing (2)(3)(4)(5)
(༗᎑ɾɻ) /H1118/H1118/H1118/H1118/H1118/H1118
H Shares Interest of spouse – – 72,684,739 16.99% 16.99%
Unlisted
Shares
– 48,840,956 13.03% – – –
Ms. Jia Jing
(༠᎑ɾɻ)(6)(7)(8) /H1118/H1118/H1118
H Shares Interest in controlled
corporation
Interest of spouse
– – 47,688,757 11.15% 11.15%
Unlisted
Shares
– 47,688,757 12.72% – – –
Mr. Li Changshun
(න΋͛)(6)(7)(8) /H1118/H1118
H Shares Interest in controlled
corporation
Interest of spouse
– – 47,688,757 11.15% 11.15%
Unlisted
Shares
– 47,688,757 12.72% – – –
HSG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118H Shares Beneficial owner – – 23,718,425 5.54% 5.54%
Unlisted
Shares
– 23,718,425 6.33% – – –
Notes:
(1) All interest stated are long positions.
(2) As of the Latest Practicable Date, Dr. Gu Jing was the general partner of Shenzhen Yishi. See “History, Development
and Corporate Structure — Employee Shareholding Platforms.” By virtue of the SFO, Dr. Gu Jing is deemed to be
interested in the Shares held by Shenzhen Yishi.
SUBSTANTIAL SHAREHOLDERS
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(3) Upon the Listing, the general partner of Yisheng No. 1 shall be changed from Mr. Han Xu to Dr. Gu Jing. See
“History, Development and Corporate Structure — Employee Shareholding Platforms.” By virtue of the SFO, Dr. Gu
Jing shall be then deemed to be interested in the Shares held by Yisheng No. 1.
(4) As of the Latest Practicable Date, Dr. Gu Jing was the general partner of Yisheng No. 2. See “History, Development
and Corporate Structure — Employee Shareholding Platforms.” By virtue of the SFO, Dr. Gu Jing is deemed to be
interested in the Shares held by Yisheng No. 2.
(5) Dr. Gu Jing and Ms. Zhan Jing are spouses. By virtue of the SFO, Dr. Gu Jing and Ms. Zhan Jing are deemed to be
interested in the Shares held by each other.
(6) As of the Latest Practicable Date, Ms. Jia Jing was the general partner of Qicheng Zhiyuan and Ningbo Y uhang. As
of the same date, Hefei Tianze was owned as to 54.91% by Qicheng Zhiyuan as a limited partner. See “History,
Development and Corporate Structure — Capitalization.” By virtue of the SFO, Ms. Jia Jing is deemed to be
interested in the Shares held by Qicheng Zhiyuan, Ningbo Y uhang and Hefei Tianze.
(7) As of the Latest Practicable Date, Mr. Li Changshun was the general partner of Xiamen Zhiyi. See “History,
Development and Corporate Structure — Capitalization.” By virtue of the SFO, Mr. Li Changshun is deemed to be
interested in the Shares held by Xiamen Zhiyi.
(8) Ms. Jia Jing and Mr. Li Changshun are spouses. By virtue of the SFO, Ms. Jia Jing and Mr. Li Changshun are deemed
to be interested in the Shares held by each other.
Save as disclosed in this section headed “Substantial Shareholders” in this Prospectus, the
Directors are not aware of any person who will, immediately following completion of the Global
Offering (assuming that the Over-allotment Option is not exercised), have any interest and/or short
position in the Shares or underlying Shares of the Company which will be required to be disclosed
to the Company and the Stock Exchange pursuant to the provisions of Divisions 2 and 3 of Part XV
of the SFO, or, who are, directly or indirectly interested in 5% or more of the nominal value of any
class of share capital carrying rights to vote in all circumstances at general meeting of the Company
or any other member of the Group.
SUBSTANTIAL SHAREHOLDERS
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THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone Investment
Agreement ,” and together the “ Cornerstone Investment Agreements ”) with the cornerstone
investors set out below (each a “ Cornerstone Investor, ” and together the “ Cornerstone
Investors ”), pursuant to which the Cornerstone Investors have agreed to, subject to certain
conditions, subscribe, or cause their respective 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 HK$389.00 million and exclusive of brokerage
fee, the SFC transaction levy, the AFRC transaction levy and the Hong Kong Stock Exchange
trading fee) (the “ Cornerstone Placing ”).
Based on the Offer Price of HK$20.81 per Offer Share, the total number of Offer Shares to
be subscribed for by the Cornerstone Investors would be 18,692,800. The table below reflects the
shareholding percentage immediately after the completion of the Global Offering.
Assuming the
Over-allotment Option is not exercised
Assuming the
Over-allotment Option is exercised in full
Approximate % of
the Offer Shares
Approximate % of
the total issued
share capital
Approximate % of
the Offer Shares
Approximate % of
the total issued
share capital
35.37% 4.37% 30.75% 4.29%
We believe that the Cornerstone Placing demonstrates our Cornerstone Investors’ confidence
in the Company and its business prospect, and that the Cornerstone Placing will help to raise the
profile of the Company. The 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/the Underwriters in the Global Offering.
The Cornerstone Placing will form part of the International Offering, and, save as otherwise
obtained consent from the Hong Kong Stock Exchange, the Cornerstone Investors and their
respective close associates will not subscribe for any Offer Shares under the Global Offering (other
than pursuant to the Cornerstone Investment Agreements). The Offer Shares to be subscribed by the
Cornerstone Investors will rank pari passu in all respects with the fully paid H Shares in issue
following the Global Offering and will be counted towards the public float of the Company under
Rule 8.08 of the Hong Kong Listing Rules. Immediately following the completion of the Global
Offering, the Cornerstone Investors or their respective close associates will not, by virtue of their
cornerstone investments, have any Board representation in the Company; and the Cornerstone
Investors and their respective close associates will not become a substantial Shareholder of the
Company. Other than a guaranteed allocation of the relevant Offer Shares at the Offer Price, the
Cornerstone Investors do not have any preferential rights under the Cornerstone Investment
Agreements, as compared with other public Shareholders. There are no side arrangements or
agreements between the 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 Offer Price, following the principles as set
out in Chapter 4.15 of the Guide For New Listing Applicants.
Digital Vista (as defined below), one of the Cornerstone Investors, is a close associate of one
of our existing Shareholders, Guangdong Province Semiconductor and Integrated Circuit Industry
Investment Fund Partnership (L.P .) (ΥྫΆุ(Υྫ)).
The Stock Exchange has granted 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 Digital Vista as a Cornerstone
Investor. For further details, please refer to the section headed “Waiver and Consent — Consent
under Paragraph 1C(2) of Appendix F1 to the Listing Rules in respect of Subscription of Offer
Shares by a Close Associate of an Existing Shareholder as a Cornerstone Investor.” Save as
disclosed above and to the best knowledge of the Company, each of the Cornerstone Investors is (i)
not accustomed to take instructions from the Company or any of our Directors, chief executive, our
Single Largest Shareholder Group, substantial Shareholders or existing Shareholders or any of its
subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or
other disposition of the Shares registered in their name or otherwise held by them; (ii) not financed
by the Company or any of our Directors, chief executive of the Company, our Single Largest
CORNERSTONE INVESTMENTS
– 233 –


--- page 243 ---
Shareholder Group, substantial Shareholders, existing Shareholders or any of its subsidiaries or
their respective close associates; and (iii) an Independent Third Party. In addition, to the best
knowledge of the Company, each of the Cornerstone Investors makes independent investment
decisions.
As confirmed by each of the Cornerstone Investors, its subscription under the Cornerstone
Placing would be financed by its own internal financial resources or financial resources of its
shareholders and it has sufficient funds to settle its 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.
The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
subscribed for before dealings in the H Shares commence on the Stock Exchange. The Cornerstone
Investors have agreed that, the Company, the Joint Sponsors and the Sponsor-Overall Coordinators
may in their sole discretion defer the delivery of all or part of the Offer Shares they will subscribe
for on a date later than the Listing Date. Such delayed delivery arrangement is in place to facilitate
the over-allocation in the International Offering. There will be no delayed delivery if there is no
over-allocation in the International Offering. Where delayed delivery takes place, such Cornerstone
Investor has agreed that it shall nevertheless pay for the relevant Offer Shares before the Listing.
Accordingly, there will be no deferred settlement of the Offer Shares to be subscribed by the
Cornerstone Investors.
Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors will
be disclosed in the allotment results announcement of the Company to be published on or around
Tuesday, May 26, 2026.
To the best knowledge of the Company and the Sponsor-Overall Coordinators, and based on
the indicative interest of investment of the Cornerstone Investors and/or their respective close
associates as of the date of this Prospectus, the Cornerstone Investors and/or their respective 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 respective close associates to participate in the
International Offering as placees pursuant to Chapter 4.15 of the Guide For New Listing Applicants.
Whether the Cornerstone Investors and/or their respective close associates will place orders in the
International Offering is uncertain and will be subject to the final investment decisions of such
investors and the terms and conditions of the Global Offering.
THE CORNERSTONE INVESTORS
The table below sets forth details of the Cornerstone Placing:
Assuming the
Over-allotment Option
is not exercised
Assuming the
Over-allotment Option
is exercised in full
Cornerstone Investor
Subscription
amount
Number of
Offer
Shares (1)
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued share
capital
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued share
capital
(HK$)
Digital Vista GD
Investment LP
(“Digital Vista ”) /H1118/H1118350,000,000 16,818,800 31.82% 3.93% 27.67% 3.86%
SpreadCom Limited
(“SpreadCom ”) /H1118/H1118/H111839,000,000 1,874,000 3.55% 0.44% 3.08% 0.43%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118389,000,000 18,692,800 35.37% 4.37% 30.75% 4.29%
Note:
(1) Subject to rounding down to the nearest whole board lot of 200 Offer Shares.”
CORNERSTONE INVESTMENTS
– 234 –


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The information about the Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Placing.
Digital Vista
Digital Vista is a limited partnership incorporated in British Virgin Islands, principally
engaged in equity investment. Digital Vista is held as to 0.000001% by SummitVista Capital GD
Management Limited (“ SummitVista ”) as the general partner and 99.999999% by Guangdong
SummitView IC M&A Investment Limited Partnership (ᛆҳ༟ΥྫΆุ(Ϟ
Υྫ)) (“ Guangdong SummitView IC M&A ”) as the limited partner. SummitVista is owned as
to 50% by Mr. Xiong Quan and 50% by Mr. Bernard Anthony Xavier, each of whom is a member
of the Guangdong SummitView management team and an Independent Third Party. Guangdong
SummitView IC M&A is primarily held by Guangdong Semiconductor and Integrated Circuit
Industry Investment Fund Partnership (Limited Partnership) (̒ኬ᜗ʿණϓཥ༩ପุҳ༟ਿ
ΥྫΆุ(Υྫ)) as to approximately 29.1%, SummitView Electronic Investment GD Fund
L.P . as to approximately 15.8%, Zhuhai Development and Investment Fund II (Limited Partnership)
(ɚಂ(Υྫ)) as to approximately 13.6%, Hengqin New Area Industrial
Investment Fund Partnership (Limited Partnership) (ΥྫΆุ(Υྫ)) as
to approximately 13.6%, and Zhuhai Hi-Tech Investment Industry Equity Investment Co., Ltd. ( म
ʮ̡) as to approximately 11.7% as limited partners, with the
remaining five limited partners each holding less than 10% interest in Guangdong SummitView IC
M&A. The general partner of Guangdong SummitView IC M&A is Guangdong SummitView IC
Private Fund Management Partnership (Limited Partnership) (၍ଣΥ
ྫΆุ(Υྫ)) (“ Guangdong SummitView IC Private Fund Management ”). There is no
single investor holding 30% or more interest in Guangdong SummitView IC M&A or Guangdong
SummitView IC Private Fund Management. Each of the partners of Guangdong SummitView IC
M&A is an Independent Third Party.
The investment decision of Digital Vista with respect to the Cornerstone Placing was made by
the Guangdong SummitView management team composing five team members who are Independent
Third Parties, namely Wu Ping, Xiong Quan, Bernard Anthony Xavier, Zhu Hui and Zhang Jiarong,
with decisions being made by simple majority vote of the members of such investment committee.
Each member of such Guangdong SummitView management team is independent from each other
and makes independent decisions. No single individual exercises control over, or has the ability to
direct or veto the decisions of, such Guangdong SummitView management team.
SummitView is a professional long-term equity investment institution focused on the hard
technology sector, dedicated to providing capital to high-growth enterprises with the aim of
nurturing them into industry leaders.
SpreadCom
SpreadCom is a company incorporated in British Virgin Islands and is wholly owned and
controlled by Mr. Wu Ping (̻). Mr. Wu Ping is a founding partner of SummitView. Mr. Wu
co-founded Spreadtrum Communications Co., Ltd. simultaneously in Shanghai and Silicon V alley
in 2001, and led the company to a successful listing on the Nasdaq Stock Exchange in 2007. In
2011, Mr. Wu co-founded SummitView, focusing on investment in and mergers and acquisitions of
high-technology enterprises, with a commitment to driving technological innovation and industrial
consolidation. Mr. Wu Ping currently serves as a member of Guangdong SummitView management
team. Mr. Wu Ping makes investment decision independently from Guangdong SummitView
management team. Mr. Wu Ping is an Independent Third Party.
CORNERSTONE INVESTMENTS
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CLOSING CONDITIONS
The obligation of the Cornerstone Investors to subscribe for the Offer Shares under the
Cornerstone Investment Agreements is subject to, among other things, the following closing
conditions:
(i) the underwriting agreements for the Hong Kong Public Offering and the International
Offering being entered into and having become effective and unconditional (in
accordance with their respective original terms or as subsequently waived or varied by
agreement of the parties thereto) by no later than the time and date as specified in these
underwriting agreements, and neither of the aforesaid underwriting agreements having
been terminated;
(ii) the Offer Price having been agreed upon between the Company and the Sponsor-Overall
Coordinators (for themselves and on behalf of the underwriters of the Global Offering);
(iii) the Hong Kong Stock Exchange having granted the approval for the listing of, and
permission to deal in, the H Shares (including the H Shares under the Cornerstone
Placing) as well as other applicable waivers and approvals and such approval,
permission or waiver having not been revoked prior to the commencement of dealings
in the H Shares on the Hong Kong Stock Exchange;
(iv) no laws shall have been enacted or promulgated by any governmental authorities which
prohibits the consummation of the transactions contemplated in the Global Offering or
the Cornerstone Investment Agreements, 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 Cornerstone Investment
Agreements are accurate and true in all respects and not misleading and that there is no
breach of the Cornerstone Investment Agreements on the part of the Cornerstone
Investors.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that it will not, and will cause its affiliates not
to, whether directly or indirectly, at any time during the period of six months from (and inclusive
of) the Listing Date (the “ Lock-up Period ”), dispose of, in any way, any of the Offer Shares or any
interest in any company or entity holding such Offer Shares that they have purchased pursuant to
the Cornerstone Investment Agreement, save for certain limited circumstances, such as transfers to
any of its wholly-owned subsidiaries who will be bound by the same obligations of such
Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTMENTS
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OVERVIEW
Upon the Listing, the Board will consist of seven Directors, comprising two executive
Directors, two non-executive Directors and three independent non-executive Directors.
DIRECTORS
The following table sets forth the information about the Directors:
Name Age Position
Time of joining
the Group
Date of
appointment
as a Director Roles and responsibilities
Dr. Gu Jing
(ᚥ౺௹ɻ) /H1118/H1118/H1118/H1118/H1118/H1118
44 Executive Director,
chairman of the
Board, general
manager and
chief executive
officer
June 2012 March 28, 2013 Overall strategic planning,
business development
and management of the
Group
Mr. Han Zhiyong
(΋͛) /H1118/H1118/H1118/H1118/H1118
63 Executive Director
and president
November 2020 November 20,
2020
Overall strategic planning
and management of the
Group
Ms. Zhan Jing
(༗᎑ɾɻ) /H1118/H1118/H1118/H1118/H1118/H1118
38 Non-executive
Director
June 2012 November 20,
2020
Providing advice on the
operation and
management of the
Group
Mr. Zhou Zhifeng
(΋͛) /H1118/H1118/H1118/H1118/H1118
47 Non-executive
Director
September 2019 September 23,
2019
Providing advice and
judgment to the Board
Dr. Jiang Yimin
(ᇸᆇઽ௹ɻ) /H1118/H1118/H1118/H1118/H1118
52 Independent
non-executive
Director
June 2013 December 20,
2022
Supervising and providing
independent opinion and
judgment to the Board
Ms. Zhou Xinru
(νɾɻ) /H1118/H1118/H1118/H1118/H1118
42 Independent
non-executive
Director
December 2022 December 20,
2022
Supervising and providing
independent opinion and
judgment to the Board
Mr. Chang Eric
Jackson
(ੵ˰ዣ΋͛) /H1118/H1118/H1118/H1118/H1118
45 Independent
non-executive
Director
June 2025 June 12, 2025 Supervising and providing
independent opinion and
judgment to the Board
Save as Dr. Gu Jing and Ms. Zhan Jing are spouses, none of the Directors and members of
senior management of the Company is related to other Directors or members of senior management.
Save as disclosed in this section headed “Directors and Senior Management” in this
Prospectus, (i) none of the Directors held any directorships in public companies, the securities of
which are listed on any securities market in Hong Kong or overseas in the last three years
immediately preceding the date of this Prospectus; (ii) to the best knowledge, information and belief
of the Directors having made all reasonable inquiries, there were no other matters with respect to
the appointment of the Directors that need to be brought to the attention of the Shareholders and
there was no information relating to the Directors that is required to be disclosed pursuant to Rule
13.51(2) of the Listing Rules.
Executive Directors
Dr. Gu Jing ( ᚥ౺௹ɻ), aged 44, is an executive Director, chairman of the Board, the general
manager and the chief executive officer of the Company. Dr. Gu joined the Group in June 2012 and
has been serving as a Director since March 28, 2013. Dr. Gu was redesignated as an executive
Director on June 12, 2025. He is primarily responsible for the overall strategic planning, business
development and management of the Group.
DIRECTORS AND SENIOR MANAGEMENT
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Other than his positions in the Company, Dr. Gu has also been concurrently serving a number
of executive roles in the Company’s subsidiaries, including the director of Viewtrix Hong Kong, the
director and general manager of Viewtrix Kunshan and the executive director and manager of
Viewtrix Chengdu.
Prior to joining the Group, Dr. Gu was proactively exploring entrepreneurship initiatives upon
his graduation. Dr. Gu served as the executive director of Shanghai Jingwei Electronic Technology
Company Limited* (ʮ̡) from August 2010 to June 2015 and the executive
director of Shenzhen Jingwei Huayue Technology Company Limited* (ʮ̡)
from April 2011 to April 2014.
Dr. Gu obtained a bachelor’s degree in electronic information engineering and a master’s
degree in information and communication engineering from Tsinghua University ( ૶ശɽኪ)i nt h e
PRC in July 2003 and July 2005, respectively. Dr. Gu obtained a doctoral degree in engineering and
applied science from Harvard University in the United States in October 2010.
Mr. Han Zhiyong (΋͛), aged 63, is an executive Director and the president of the
Company. Mr. Han joined the Group in November 2020 and has been serving as a Director and the
president since then. Mr. Han was redesignated as an executive Director on June 12, 2025. He is
primarily responsible for the overall strategic planning and management of the Group.
Mr. Han is a seasoned veteran with nearly 40 years of experience in the technology industry.
From January 1996 to July 2020, Mr. Han served at GlobalFoundries China (Shanghai) Co.,
Limited, with his last position as a senior director of the business development department. From
October 1991 to July 1993, Mr. Han was a visiting scholar at Lund University ( ๿Պඤᅃɽኪ).
From July 1986 to September 1991, Mr. Han served as an assistant researcher at Institute of
Semiconductors (ה.)
Mr. Han obtained a bachelor’s degree in physics from Peking University ( ̏ԯɽኪ)i nt h e
PRC in July 1983, a master’s degree in semiconductor physics from University of Science and
Technology of China (ኪҦஔɽኪ) in the PRC in April 1987 and a doctoral degree of
philosophy from Nanyang Technological University (ଣʈɽኪ) in Singapore in June
1998.
Non-Executive Directors
Mr. Zhou Zhifeng (΋͛), aged 47, has been serving as a Director since September
2019 and was redesignated as a non-executive Director on June 12, 2025. He is responsible for
providing advice and judgment to the Board.
From August 2011 to March 2014, Mr. Zhou served as a senior investment manager of
Kaipeng (Beijing) Investment Consulting Company Limited* ( ௱ᘄ(̏ԯ)ʮ̡). Mr.
Zhou has been serving in Qiming V enture Partners (௴ҳ), an institution principally engaged
in providing venture capital and asset management services since May 2014, and currently serves
as a managing partner, focusing on investments in emerging technologies in areas such as artificial
intelligence, robotics, AR/VR, semiconductor, autotech, enterprise software, etc. Mr. Zhou has been
serving as a director of Beijing HyperStrong Technology Co., Ltd. (ʮ
̡) (stock code: 688411.SH) and a non-executive director of UBTECH ROBOTICS CORP LTD ( ଉ
ʮ̡) (stock code: 09880.HK), since June 2020 and August 2015,
respectively.
Mr. Zhou obtained a bachelor’s degree in computer science and technology from Harbin
Institute of Technology (ဧᏵʈุɽኪ) in the PRC in July 2000 and a master’s degree in business
administration from Columbia University (ˢԭɽኪ) in the United States in May 2011.
DIRECTORS AND SENIOR MANAGEMENT
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Ms. Zhan Jing ( ༗᎑ɾɻ), aged 38, is a non-executive Director and the human resources
manager of the Company. Ms. Zhan joined the Group in June 2012 as the administrative manager
of the Company. Ms. Zhan was appointed as a Director in November 2020 and has been serving as
a Director since then. Ms. Zhan was redesignated as a non-executive Director on June 12, 2025. She
is primarily responsible for providing advice on the operation and management of the Group.
Ms. Zhan has served a number of positions in the Group. Ms. Zhan served as the human
resources manager of the Company from June 2012 to May 2016 and the human resources manager
of Shanghai Viewtric Technology Company Limited* (ʮ̡), a then wholly-
owned subsidiary of the Company, from June 2016 to May 2021. Ms. Zhan has been serving as the
human resources manager of the Group since June 2021.
Ms. Zhan obtained a bachelor’s degree in radio, television and news from Jinggangshan
University (ʆɽኪ) in the PRC in July 2009.
Independent Non-Executive Directors
Dr. Jiang Yimin ( ᇸᆇઽ௹ɻ), aged 52, has been serving as an independent Director since
December 2022 and was redesignated as an independent non-executive Director on June 12, 2025.
He is responsible for supervising and providing independent opinion and judgment to the Board.
Dr. Jiang has been serving successively as a partner and a consulting partner of CITIC Capital
Holdings Limited* (ʮ̡) from February 2012 to February 2016. Dr. Jiang
served as the chief technical officer of Availink Company Limited* (ʮ̡) from April
2005 to October 2011. Prior to that, he served as a senior researcher at Hughes Electronics Company
Limited (਷;౶ཥɿʮ̡) from June 1998 to January 2005. From June 2013 to May 2021, Dr.
Jiang served as a Director of the Company, nominated by White Cloud V alley. His role during this
period was non-executive in nature, acting solely as a shareholder representative. Throughout his
tenure, he did not hold any management position and was not involved in the Company’s then daily
operations or executive decision-making process. Since February 2015, Dr, Jiang has been serving
as a director in Shanghai Anlogic Infotech Co., Ltd.* (ʮ̡) (stock
code: 688107.SH). Since November 2012, Dr. Jiang has been serving as a director of Xi’an Peri
Power Semiconductor Converting Technology Co., Ltd.* (ࠢ
ʮ̡) (stock code: 300831.SZ).
Dr. Jiang obtained a bachelor’s degree in electronic engineering from Tsinghua University ( ૶
ശɽኪ) in the PRC in July 1996, a master’s degree in electrical engineering and a doctoral degree
in electrical engineering from University of Maryland in the United States in May 1998 and August
2000, respectively.
Ms. Zhou Xinru (νɾɻ), aged 42, has been serving as an independent Director since
December 2022 and was redesignated as an independent non-executive Director on June 12, 2025.
She is responsible for supervising and providing independent opinion and judgment to the Board.
Ms. Zhou has extensive experience in legal and compliance affairs. For the periods from July
2005 to July 2009 and from July 2010 to December 2013, Ms. Zhou served at the Shanghai office
of Clifford Chance LLP (הwhere she started her professional career and held the
last position as a senior associate. From January 2014 to March 2016, Ms. Zhou served as the
general counsel of the Greater China region of General Electric Medical Investment (China)
Investment Company Limited* ( ஷ͜ཥं(ʕ਷)ʮ̡). From April 2016 to April 2019, Ms.
Zhou also ever served as the general counsel of the Greater China region and compliance officer
of Philips (China) Investment Company Limited* (лऌ(ʕ਷)ʮ̡). Since May 2019,
Ms. Zhou has been serving as the executive director of Shanghai Fajia Education Technology
Company Limited* (ʮ̡) and Shanghai Fachang Education Technology
Company Limited* (ʮ̡).
DIRECTORS AND SENIOR MANAGEMENT
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Ms. Zhou obtained a bachelor’s degree in law from Fudan University ( ూ͇ɽኪ) in the PRC
in July 2005 and a master’s degree in law from Harvard University in the United States in May
2010.
Mr. Chang Eric Jackson ( ੵ˰ዣ΋͛) (formerly known as Chang Eric Jackson ( ੵΎख़)),
aged 45, He is responsible for supervising and providing independent opinion and judgment to the
Board.
Mr. Chang has over 20 years of experience in accounting, finance and business advisory work.
He is a member of the Hong Kong Institute of Certified Public Accountants since September 2005
and the American Institute of Certified Public Accountants since January 2005.
Mr. Chang has been an independent non-executive director of Ganglong China Property Group
Limited (ʮ̡) (stock code: 6968.HK) since October 2025. Mr. Chang
served as an independent non-executive director of Yik Wo International Holdings Limited (ձ
ʮ̡) (stock code: 8659.HK) from June 2022 to February 2026. Mr. Chang has been
an independent non-executive director of DL Holdings Group Limited (ʮ̡)
(previously known as Season Pacific Holdings Ltd) (stock code: 1709.HK) since May 2018. From
December 2022 to September 2024, Mr. Chang served as an independent non-executive director of
Datang Group Holdings Limited (ʮ̡) (stock code: 2117.HK), which was
delisted from the Stock Exchange in October 2024. From September 2019 to May 2020, Mr. Chang
served the independent non-executive director of Centenary United Holdings Limited (ᑌΥછ
ʮ̡) (stock code: 1959.HK). From July 2019 to December 2021, Mr. Chang served as the
chief finance officer and company secretary of Sanxun Holdings Group Limited (ණྠϞ
ʮ̡) (stock code: 6611.HK). Since December 2017, Mr. Chang has been serving as the
independent non-executive director of Transmit Entertainment Limited (ʮ̡) (stock
code: 1326.HK). From July 2015 to April 2017, Mr. Chang served as the chief finance officer and
executive director of Zensun Enterprises Limited (ʮ̡) (previously known as ZH
International Holdings Limited) (stock code: 185.HK). From October 2013 to July 2015, Mr. Chang
served as the chief finance officer of Henan Zensun Enterprises Company Limited* (͍ਠໄุ
ʮ̡). From September 2002 to October 2013, Mr. Chang served at PricewaterhouseCoopers,
where his last position was senior manager.
Mr. Chang obtained his bachelor’s degree of Commerce from the University of British
Columbia in May 2002.
SENIOR MANAGEMENT
The following table provides information about members of the senior management of the
Company (other than the executive Directors):
Name Age Position
Time of
joining the Group
Date of
appointment
as a senior
management Responsibilities
Mr. Han Xu
(ᒵϛ΋͛) /H1118/H1118/H1118/H1118/H1118/H1118
59 Vice president June 2012 December 20,
2022
Responsible for the overall
marketing strategy and
product sales
Mr. Peng Y u-Hsun
(ኔ΋͛) /H1118/H1118/H1118/H1118/H1118
43 Vice president August 2016 December 20,
2022
Responsible for the
research and
development of the
Group and management
of products and
technology initiatives
DIRECTORS AND SENIOR MANAGEMENT
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Mr. Han Xu ( ᒵϛ΋͛), aged 59, has been the vice president of the Company since June
2012. He is primarily responsible for the overall marketing strategy and product sales.
Prior to joining the Group, Mr. Han served as the sales director of Adtran Networks China
Office ( ԭՙၣഖ(ʕ਷)፬ԫஈ) from November 2008 to May 2012. From January 2005 to October
2008, Mr. Han served as the sales director of Proxim Network China Office ( ౷ᖯдГ֍(ʕ਷)፬
ԫஈ). Mr. Han served as a regional sales manager of Redback Networks China Office (ڦ
(ʕ਷)፬ԫஈ) from April 2000 to December 2004. From June 1997 to March 2000, Mr. Han served
as the sales director of Beijing Ellister Network Integration Company Limited* ( ̏ԯЎл౶तၣ
ʮ̡). From January 1993 to May 1997, Mr. Han served as the vice president in charge
of marketing of Beijing Sanxian Electronic Technology Company Limited* (ҦϞ
ʮ̡). From January 1990 to December 1992, Mr. Han served as a sales staff of Beijing Jingmei
Electronic Technology Company Limited* (ʮ̡). From August 1988 to
December 1989, Mr. Han served as a system engineer of China Electronic System Technology
Company Limited* ( ʕ਷ཥɿӻ୕ʈ೻ʮ̡).
Mr. Han graduated from Beijing University of Posts and Telecommunications ( ̏ԯඉཥɽኪ)
in the PRC in July 1988.
Mr. Peng Yu-Hsun (ኔ΋͛), aged 43, has been the vice president of the Company since
September 2016. He is primarily responsible for the research and development of the Group and
management of products and technology initiatives.
Prior to joining the Group, Mr. Peng served as the senior manager of Novatek Microelectronic
Corp. (ʮ̡) (stock code: 3034.TW) from October 2006 to August 2016.
Mr. Peng obtained a bachelor’s degree in telecommunication engineering from National Y ang
Ming Chiao Tung University (ʹஷɽኪ) in Taiwan, China in June 2004 and a master’s
degree in electronic engineering from National Taiwan University ( ਷ͭၽᝄɽኪ) in Taiwan, China
in June 2006.
For the biographies of the executive Directors, including Dr. Gu Jing and Mr. Han Zhiyong,
see the section headed “— Directors — Executive Directors” above.
Ms. Xia Qian (࠺ࢀwho has over ten years of experience in financial reporting, is in charge
of overseeing our financial affairs.
COMPANY SECRETARY
Ms. Chu Cheuk Ting ( ϡՙణ), is the company secretary of the Company. Ms. Chu currently
serves a manager of the listing services department of TMF Hong Kong Limited and is responsible
for the provision of corporate secretarial and compliance services to listed company clients. She has
over 12 years of experience in the corporate service field. Ms. Chu is an associate of both The Hong
Kong Chartered Governance Institute and The Chartered Governance Institute in the United
Kingdom. Ms. Chu holds a bachelor of arts degree from The Hong Kong Polytechnic University and
a master of science in professional accounting and corporate governance from the City University
of Hong Kong.
CONFIRMATION FROM THE DIRECTORS
Rule 3.09D of the Listing Rules
Each of the Directors confirms that he or she (i) has obtained the legal advice referred to under
Rule 3.09D of the Listing Rules in June 2025 and (ii) understands his or her obligations as a director
of a listed issuer under the Listing Rules.
DIRECTORS AND SENIOR MANAGEMENT
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Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has confirmed (i) his or her independence as
regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he or she had
no past or present financial or other interest in the business of the Company or its subsidiaries or
any connection with any core connected person of the Company under the Listing Rules as of the
Latest Practicable Date, and (iii) that there were no other factors that may affect his or her
independence at the time of his/her appointments.
Rule 8.10 of the Listing Rules
Each of the Directors (excluding our independent non-executive Directors) confirms that as
of the Latest Practicable Date, he or she did not have any interest in a business which competes or
is likely to compete, directly or indirectly, with our business and requires disclosure under Rule 8.10
of the Listing Rules.
MANAGEMENT AND CORPORATE GOVERNANCE
Board Committees
The Company has established three Board committees in accordance with the relevant laws
and regulations in Chinese mainland, the Articles of Association and the code of corporate
governance practices under the Listing Rules, namely the Audit Committee, the Remuneration
Committee and the Nomination Committee. The functions of the Board committees are summarized
as follows:
Audit Committee
The Company has established the Audit Committee with written terms of reference in
compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code set out in
Appendix C1 to the Listing Rules. The primary duties of the Audit Committee are to review and
supervise the financial reporting process and internal controls system of the Group, review and
approve connected transactions and provide advice and comments to the Board. The Audit
Committee comprises three members, namely Mr. Chang Eric Jackson, Dr. Jiang Yimin and Ms.
Zhan Jing, with Mr. Chang Eric Jackson as the chairperson and the Director appropriately qualified
as required under Rules 3.10(2) and 3.21 of the Listing Rules.
Remuneration Committee
The Company has established the Remuneration Committee with written terms of reference in
compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code set out in
Appendix C1 to the Listing Rules. The primary duties of the Remuneration Committee are to review
and make recommendations to the Board on the terms of remuneration packages, bonuses and other
compensation payable to the Directors and other senior management. The Remuneration Committee
comprises three members, namely Dr. Jiang Yimin, Ms. Zhou Xinru and Dr. Gu Jing, with Dr. Jiang
Yimin as the chairperson.
Nomination Committee
The Company has established the Nomination Committee with written terms of reference in
compliance with the Code on Corporate Governance in Appendix C1 to the Listing Rules. The
primary duties of the Nomination Committee are to make recommendations to the Board on the
appointment of Directors and management of Board succession. The Nomination Committee
comprises three members, namely Dr. Jiang Yimin, Ms. Zhou Xinru and Dr. Gu Jing, with Dr. Jiang
Yimin as the chairperson.
DIRECTORS AND SENIOR MANAGEMENT
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Corporate Governance Code
The Company aims to implement a high standard of corporate governance, which the
Company believes is crucial to safeguard the interests of the Shareholders. To accomplish this, the
Company expects to comply with the Corporate Governance Code set out in Appendix C1 of the
Listing Rules after the Listing, save that Dr. Gu Jing will serve as both the chairman of the Board
and general manager as discussed below.
Pursuant to code provision A.2.1 of the Corporate Governance Code, companies listed on the
Hong Kong Stock Exchange are expected to comply with, but may choose to deviate from the
requirement that the responsibilities between the chairman and the chief executive should be
segregated and should not be performed by the same individual. The Company does not have a
separate chairman and chief executive and Dr. Gu Jing currently performs these two roles. The
Board believes that vesting the roles of both chairman and chief executive in the same person has
the benefit of ensuring consistent leadership within the Group and enables more effective and
efficient overall strategic planning for the Group. The Board considers that the balance of power
and authority for the present arrangement will not be impaired, and this structure will enable the
Company to make and implement decisions promptly and effectively. The Board will continue to
review and consider splitting the roles of chairman of the Board and the general manager of the
Company if and when it is appropriate taking into account the circumstances of the Group as a
whole.
Board Diversity
The Company has adopted a board diversity policy which sets out the approach to achieve
diversity of the Board. The Company recognizes and embraces the benefits of having a diverse
Board and sees increasing diversity at the Board level, including gender diversity, as an essential
element in maintaining the Company’s competitive advantage and enhancing its ability to attract,
retain and motivate employees from the widest possible pool of available talent. Pursuant to the
board diversity policy, in reviewing and assessing suitable candidates to serve as a Director, the
Nomination Committee will consider a number of aspects, including but not limited to gender, age,
cultural and educational background, professional qualifications, skills, knowledge, and industry
and regional experience. In particular, the Company currently has two female Director in the Board
and will continue to work towards enhancing the gender diversity of the Board. The Directors have
a balanced mix of knowledge and skills, and the Company has five non-executive Directors,
including three independent non-executive Directors, with different industry backgrounds. Taking
into account the Group’s existing business model and specific needs as well as the different
background of the Directors, the composition of the Board satisfies the Company’s board diversity
policy. Pursuant to the board diversity policy, the Nomination Committee will discuss periodically
and when necessary, agree on the measurable objectives for achieving diversity, including gender
diversity, on the Board and recommend them to the Board for formal adoption.
Pursuant to the Company’s board diversity policy, the Company aims to maintain at least one
female representation in the Board and the current composition of the Board satisfies such target
gender ratio. The Company will implement policies to ensure gender diversity when nominating
Directors to develop a pipeline of potential female successors to the Board. The Company will
strive to enhance the female representation in the Board and achieve appropriate balance of gender
diversity after the Listing with reference to the stakeholders’ expectation and international and local
recommended best practices, including those set out in the Corporate Governance Code as set out
in Appendix C1 to the Hong Kong Listing Rules. Furthermore, the Company will implement
comprehensive programs aimed at identifying and training the female staff who display leadership
and potential, with the goal of nominating them to the Board.
DIRECTORS AND SENIOR MANAGEMENT
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REMUNERATION
The Directors and senior management of the Company receive their remuneration in the form
of basic annual payments and performance-related annual payments, including fees, salaries,
share-based compensation, pension schemes contribution and other benefits in kind.
For the years ended December 31, 2023, 2024 and 2025, the total remuneration paid to the
Directors amounted to RMB5.6 million, RMB9.7 million and RMB9.6 million, respectively. None
of the Directors waived or agreed to waive any emolument during the same years.
Under the arrangements in force as of the date of this Prospectus, the Company estimates the
total remuneration payable to, and benefits in kind receivable by, the Directors by the Group for the
year ending December 31, 2026 to be approximately RMB4.2 million.
The five highest paid individuals of the Group for the years ended December 31, 2023, 2024
and 2025 included two, one and two Directors, respectively. During the same year, the aggregate
amount of remuneration of the remaining three, four and three individuals who are neither Directors
nor the chief executive of the Company were RMB10.5 million, RMB36.7 million and RMB21.2
million, respectively.
During the Track Record Period, no remuneration was paid to, or received by, the Directors
or the five highest paid individuals as an inducement to join or upon joining the Group. No
compensation was paid to, or received by, the Directors, former Directors, or the five highest paid
individuals for the loss of office as a director of any member of the Group or of any other office
in connection with the management of the affairs of any member of the Group.
Save as disclosed in this section headed “Directors and Senior Management” in this
Prospectus, no other payments have been made or are payable by the Group to the Directors in
respect of the Track Record Period.
COMPLIANCE ADVISOR
The Company has appointed Gram Capital Limited as the Compliance Advisor pursuant to
Rule 3A.19 of the Listing Rules. The Compliance Advisor will provide the Company with guidance
and advice as to compliance with the requirements under the Listing Rules and applicable Hong
Kong laws. Pursuant to Rule 3A.23 of the Listing Rules, the Compliance Advisor will, amongst
other things, advise the Company in the following circumstances:
(a) before the publication of any regulatory announcement, circular, or financial report;
(b) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues and share repurchases;
(c) where the Group proposes to use the proceeds of the Global Offering in a manner
different from that detailed in this Prospectus or where the business activities,
development or results of the Group deviate from any forecast, estimate or other
information in this Prospectus; and
(d) where the Stock Exchange makes an inquiry of the Company concerning unusual
movements in the price or trading volume of its listed securities or any other matters
under Rule 13.10 of the Listing Rules.
The term of appointment of the Compliance Advisor shall commence on the Listing Date and
is expected to end on the date on which the Company complies with Rule 13.46 of the Listing Rules
in respect of its financial results for the first full financial year commencing after the Listing.
DIRECTORS AND SENIOR MANAGEMENT
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FUTURE PLANS
For a detailed description of our future plans, see “Business — Our Growth Strategies.”
USE OF PROCEEDS
Based on an Offer Price of HK$20.81 per Offer Share, we estimate that we will receive net
proceeds of approximately HK$997.1 million from the Global Offering after deducting the
underwriting commissions and other estimated expense in connection with the Global Offering
(assuming the Over-allotment Option is not exercised). We intend to use our proceeds for the
purposes and in the amounts set forth below.
 Approximately 47.0%, or HK$468.6 million, will be used to support the research and
development and optimization of AMOLED TDDI chips. TDDI integrates the display
driver and touch driver on a same chip. As such, AMOLED TDDI chips can be seen as
a type AMOLED DDIC. We plan to launch our first TDDI chip in 2025 and target for
TDDI products to account for over 50% of our total shipment volume by 2027, making
it one of our core products. We intend to maintain our technological leadership, while
broadening our product portfolio of display driver chips and expanding their
downstream application scenarios, thereby establishing a diversified and multi-
dimensional product matrix. In particular, we aim to enhance the performance,
efficiency and reliability of our AMOLED TDDI chips, and further expand their
adoption in smartphones in line with evolving customer requirements and technological
trends in the next three years. According to Frost & Sullivan, in 2024, the global sales
volume of TDDI chips increased to 1,040.0 million units. It is expected to grow at a
CAGR of 6.6% to reach 1,431 million by 2029. See also “Business — Our Growth
Strategies — Continue to Increase R&D Investment to Promote Technological
Innovation and Iteration.” In particular:
 Approximately 33.6%, or HK$335.5 million will be used to expand and strengthen
our R&D team, including covering staff costs for the existing team and hiring
additional R&D engineers, lab engineers, product development engineers, and
field application engineers. Our R&D team is responsible for the development of
both AMOLED TDDI chips and Micro-LED display backplanes/drivers, and
resources are shared across these product lines based on project needs. Looking
ahead, we anticipate an increase in the overall size of our R&D team to support our
product development roadmap, with the total number of R&D personnel expected
to reach approximately 200 by the end of 2026 and further increase to
approximately 300 by the end of 2029. The estimated average monthly staff cost
for each category is approximately HK$12.1 million for R&D engineers, HK$1.6
million for lab engineers, HK$1.1 million for product development engineers and
HK$1.1 million for field application engineers. Over the next five years, we aim
to achieve key development milestones in next-generation AMOLED TDDI chips
through the continued scaling of our team. This forward-looking information
reflects our current estimates and is subject to change due to various factors
beyond our control. There is no assurance that our actual results will not differ
materially from these expectations.
 Approximately 2.1%, or HK$21.2 million will be used for design expenditures,
including costs related to intellectual property licenses, technical services and
associated design activities. These include patents relating to integrated circuit
layout designs and circuit designs at the chip level, as well as compensation
algorithm patents and module production process optimization patents developed
in collaboration with display panel manufacturers. In addition, we plan to allocate
funds to maintain and expand certain general-purpose patents that are applicable to
both AMOLED and Micro-OLED products, such as those related to display module
technologies and pixel arrangement of display panels, in order to further strengthen
the competitiveness of our products over the next three years.
FUTURE PLANS AND USE OF PROCEEDS
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 Approximately 10.5%, or HK$104.2 million will be used for tape-out expenditures.
Tape-out refers to the process of delivering chip design schemes to wafer
fabrications facilities for actual wafer production. These expenditures primarily
include mask costs, which cover the manufacturing of masks by FABs —
ownership of which is essential for utilizing them in wafer production. Probe card
costs are also included, as these custom-designed tools are critical for Chip
Probing testing, a prerequisite for shipping qualified chips. Raw material costs
primarily relate to wafers used in extensive verification procedures to ensure chips
are ready for mass production.
 Approximately 0.8%, or HK$7.7 million will be used for new product verification,
encompassing testing and validation costs, such as tester fees and third-party
verification services. Third-party costs cover expenses for standardized
verifications conducted by impartial external organizations, as well as failure
analysis of defective samples using professional equipment from third-party
institutions. Additionally, testing costs include those incurred during the
development phase for test program development and corner lot verification.
 Approximately 33.0%, or HK$329.0 million, will be used to support the research and
development and optimization of Micro-OLED and Micro-LED display
backplanes/drivers. Micro-LED display backplanes/drivers are similar to Micro-OLED
display backplanes/drivers, with the display technology being the difference. LED
pixels, instead of OLED pixels in the case of Micro-OLED display backplanes/drivers,
are placed on to the silicon wafers with our display driver circuit. Due to its longer
durability and higher efficiency, Micro-LED display backplanes/drivers are suitable for
applications such as commercial displays, AR/VR headsets, and automotive displays. We
aim to advance our technical capabilities in next-generation display technologies and
enhance the performance, integration and commercial viability of Micro-OLED and
Micro-LED solutions. In terms of technical research and development, IP development
and patent protection in pixel circuit design represent a crucial aspect. We have
established a technical roadmap to develop and refine key technologies, including
Single/Tandem-EL driving and High-PPI designs over the next three years. Driven by
the demand for downstream XR devices, the sales volume of global Micro-OLED
display backplane/driver has shown significant growth, increasing from 0.6 million units
in 2020 to 2.5 million units in 2024, at a CAGR of 41.1%. The global Micro-OLED
display backplane/driver market is expected to continue to show an upward trend in sales
volume to 26.7 million units by 2029, at a CAGR of 60.6%. See also “Business — Our
Growth Strategies — Continue to Increase R&D Investment to Promote Technological
Innovation and Iteration.” In particular:
 Approximately 21.1%, or HK$210.0 million will be used to expand and strengthen
our R&D team in the next three years, including covering staff costs for the
existing team and hiring R&D engineers, lab engineers, product development
engineers, and field application engineers. As our R&D personnel concurrently
support both AMOLED and Micro-OLED product development, the projected
headcount growth and average monthly staff costs for different categories of
engineers are consistent. The above projections are based on our current estimates
and are subject to change depending on actual operational needs.
 Approximately 2.3%, or HK$23.4 million will be used for design expenditures,
including costs related to intellectual property licenses, technical services, and
associated design activities. These include pixel circuit design patents for
Micro-OLED displays. In addition, we plan to invest in system-level patents for
new product lines such as AR/VR, including those covering data transmission
protocols and display driving modes, to ensure the competitiveness of our products
in next-generation display applications in the next three years.
FUTURE PLANS AND USE OF PROCEEDS
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 Approximately 8.3%, or HK$82.8 million will be used for tape-out expenditures,
covering expenses for wafer fabrication, including mask production, probe card
costs and raw materials. The core processes remain consistent with the chip
production of AMOLED TDDI chips in the tape-out phase.
 Approximately 1.3%, or HK$12.8 million will be used for new product
verification, encompassing testing and validation costs, such as tester fees and
third-party verification services. These costs are consistent with verification of
AMOLED TDDI chips.
 Approximately 10.0%, or HK$99.7 million, will be used for strategic investments or
acquisitions to capture future growth opportunities. Such investments will primarily
target upstream and downstream participants in the display driver chip industry value
chain, in line with our long-term expansion plans. Specifically, we intend to invest in or
acquire companies with established display driver chip products, customer bases and
sales channels, with a view to accelerating the development of our emerging businesses
and expanding into new markets and application scenarios. We also plan to make
strategic investment in upstream participants such as foundries to deepen our
relationship with these partners and ensure sufficient capacity. According to Frost &
Sullivan, it is common for fabless design houses like ourselves to make strategic equity
investment in foundries for supply chain security reasons. In addition, we will continue
to explore potential investment or acquisition opportunities in downstream participants,
such as display panel manufacturers or module companies, where such investments are
commercially viable. This would further strengthen our position along the value chain
and enhance our ability to serve end customers. As of the Latest Practicable Date, we
have not selected any specific investments or acquisitions targets. We currently expect
to conduct a limited number of strategic investments or acquisitions over the next three
years, primarily targeting upstream and downstream participants in the display driver
chip industry value chain, in line with our long-term expansion plans as set out in
“Business — Our Growth Strategies.” In selecting investment or acquisition targets, we
intend to apply standardized selection criteria, including, among others: (i) business
scale and operational track record; (ii) geographical coverage and market presence; (iii)
technical capabilities, intellectual property portfolio and product pipeline; (iv)
established customer bases and sales channels; and (v) a track record of stable revenues
and sustainable profitability.
These strategic investments or acquisitions are expected to generate synergies with our
existing operations by enhancing our upstream supply chain security and expanding our
downstream customer reach. As of the Latest Practicable Date, we had not identified or
entered into discussions with any specific investment or acquisition targets.
 Approximately 10.0%, or HK$99.7 million, will be used for working capital and other
general corporate purposes, including day-to-day operation and general corporate
expenditures.
The additional net proceeds that we would receive if the Over-allotment Option were
exercised in full would be HK$156.7 million.
To the extent that the net proceeds of the Global Offering are not immediately used for the
above purposes or if we are unable to effect any part of our future development plans as intended,
we will only deposit 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 applicable laws and regulations in other jurisdiction). In such event, we will comply
with the appropriate disclosure requirements under the Hong Kong Listing Rules.
FUTURE PLANS AND USE OF PROCEEDS
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HONG KONG UNDERWRITERS
China International Capital Corporation Hong Kong Securities Limited
CLSA Limited
GF Securities (Hong Kong) Brokerage Limited
A VICT Global Asset Management Limited
Webull Securities Limited
UNDERWRITING
This Prospectus is published solely in connection with the Hong Kong Public Offering. The
Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional
basis. The International Offering is expected to be fully underwritten by the International
Underwriters subject to the terms and conditions of the International Underwriting Agreement.
The Global Offering comprises the Hong Kong Public Offering of initially 5,286,000 Hong
Kong Offer Shares and the International Offering of initially 47,573,200 International Offer Shares,
subject, in each case, to the reallocation on the basis as described in “Structure of the Global
Offering” as well as to the Over-allotment Option in the case of the International Offering.
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, we are offering the Hong Kong Offer
Shares (subject to reallocation) for subscription by the public in Hong Kong in accordance with the
terms and conditions of this Prospectus and the Hong Kong Underwriting Agreement at the Offer
Price.
Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal
in, the H Shares to be issued as mentioned in this Prospectus (including the additional H Shares
which may be issued pursuant to the exercise of the Over-allotment Option) on the Main Board of
the Stock Exchange and such approval not having been withdrawn and (b) certain other conditions
set forth in the Hong Kong Underwriting Agreement (including the Sponsor-Overall Coordinators
(for themselves and on behalf of the Hong Kong Underwriters) and our Company agreeing upon the
Offer Price) being satisfied (or, as the case may be, waived), the Hong Kong Underwriters have
agreed severally but not jointly to procure subscribers for, or themselves to subscribe for, their
respective applicable portions of the Hong Kong Offer Shares in aggregate, now being offered
which are not taken up under the Hong Kong Public Offering on the terms and conditions of this
Prospectus and the Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on and subject to, among other things,
the International Underwriting Agreement having been executed and becoming unconditional and
not having been terminated in accordance with its terms.
Grounds for termination
The Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters) may in their absolute discretion and upon giving notice in writing to our Company,
terminate the Hong Kong Underwriting Agreement with immediate effect if at any time prior to 8:00
a.m. on the Listing Date:
(1) there develops, occurs, exists or comes into force:
(a) any new law or regulation or any change or development involving a prospective
change or any event or series of events or circumstances likely to result in a change
or a development involving a prospective change in existing laws or regulations,
or the interpretation or application thereof by any court or any competent Authority
in or affecting Hong Kong, the PRC, the United States, the United Kingdom, the
UNDERWRITING
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European Union (or any member thereof), Japan, Singapore or other jurisdictions
relevant to the Group or the Global Offering (each a “ Relevant Jurisdiction ” and
collectively, the “ Relevant Jurisdictions ”); or
(b) any change or development involving a prospective change, or any event or series
of events or circumstances likely to result in a change or prospective change, in
any local, national, regional or international financial, political, military,
industrial, economic, fiscal, legal, regulatory, currency, credit or market conditions
or sentiments, Taxation, equity securities or currency exchange rate or controls or
any monetary or trading settlement system, or foreign investment regulations
(including, without limitation, a devaluation of the Hong Kong dollar, United
States dollar or Renminbi against any foreign currencies, a change in the system
under which the value of the Hong Kong dollar is linked to that of the United States
dollar or the Renminbi is linked to any foreign currency or currencies) or other
financial markets (including, without limitation, conditions and sentiments in stock
and bond markets, money and foreign exchange markets, the inter-bank markets
and credit markets) in or affecting any Relevant Jurisdictions, or affecting an
investment in the Offer Shares; or
(c) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of government, declaration of a regional,
national or international emergency or war, calamity, crisis, economic sanctions,
strikes, labor disputes, other industrial actions, lock-outs, fire, explosion, flooding,
tsunami, earthquake, volcanic eruption, civil commotion, riots, rebellion, public
disorder, paralysis in government operations, acts of war, epidemic, pandemic,
outbreak or escalation, mutation or aggravation of diseases, accident or
interruption or delay in transportation, local, national, regional or international
outbreak or escalation of hostilities (whether or not war is or has been declared),
act of God or act of terrorism (whether or not responsibility has been claimed)) in
or affecting any of the Relevant Jurisdictions; or
(d) the imposition or declaration of any moratorium, suspension or limitation
(including without limitation, any imposition of or requirement for any minimum
or maximum price limit or price range) on (i) the trading in shares or securities
generally on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen
Stock Exchange, the Tokyo Stock Exchange, the Singapore Stock Exchange, the
New Y ork Stock Exchange, the NASDAQ Global Market or the London Stock
Exchange; or (ii) the trading in any securities of the Company listed or quoted on
a stock exchange or an over-the-counter market; or
(e) the imposition or declaration of any general moratorium on banking activities in or
affecting any of the Relevant Jurisdictions or any disruption in commercial
banking or foreign exchange trading or securities settlement or clearing services,
procedures or matters in or affecting any of the Relevant Jurisdictions; or
(f) the issue or requirement to issue by the Company of a supplement or amendment
to the Prospectus or other documents in connection with the offer and sale of the
Offer Shares pursuant to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance or the Listing Rules or upon any requirement or request of
the Stock Exchange and/or the SFC; or
(g) the commencement by any authority or other regulatory or political body or
organization of any public action or investigation against a group company or a
Director or a senior management of the Company or announcing an intention to
take any such action; or
UNDERWRITING
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(h) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any group company or any of the members of the Single Largest
Shareholder Group or by or on any Relevant Jurisdiction, or the withdrawal of
trading privileges which existed on the date of the Hong Kong Underwriting
Agreement, in whatever form, directly or indirectly, by, or for, any Relevant
Jurisdiction; or
(i) any valid demand by creditors for payment or repayment of indebtedness of any
member of the Group or in respect of which any member of the Group is liable
prior to its stated maturity; or
(j) any non-compliance of the Prospectus (or any other documents used in connection
with the contemplated offering, allotment, issue, subscription or sale of any of the
Offer Shares), the CSRC filings or any aspect of the Global Offering with the
Listing Rules or any other applicable laws; or
(k) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of the Group or any member of the Single Largest Shareholder Group or
any Director or senior management members as named in the Prospectus; or
(l) any contravention by the Company, any group company, any Director, any member
of senior management of the Company named in the Prospectus or any member of
the Single Largest Shareholder Group of the Listing Rules or applicable laws; or
(m) an order or petition is presented for the winding-up or liquidation of any member
of the Group (other than the Company), or any member of the Group (other than
the Company) 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 (other than the Company) or a provisional liquidator,
receiver or manager is appointed over all or part of the assets or undertaking of any
member of the Group (other than the Company) or anything analogous thereto
occurs in respect of any member of the Group (other than the Company); or
(n) any change or prospective change, or a materialization of, any of the risks set out
in the section headed “Risk Factors” in the Prospectus
which, in any such case individually or in the aggregate, in the sole and absolute opinion
of the Joint Sponsors and 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 or any development involving a
prospective material adverse effect, on the profits, losses, results of operations,
assets, liabilities, general affairs, business, management, performance, prospects,
shareholders’ equity, position or condition (financial, trading or otherwise) of the
Group, taken as a whole (the “ Material Adverse Effect ”);
ii. has or will or may have a material adverse effect on the success of the Global
Offering or the level of applications under the Hong Kong Public Offering or the
level of indications of interest under the International Offering; or
iii. makes or will make or may make it impracticable, inadvisable, inexpedient or
incapable for any material part of the Hong Kong Underwriting Agreement, the
Hong Kong Public Offering or the Global Offering to be performed or
implemented as envisaged, or for the Hong Kong Public Offering and/or the Global
Offering to proceed, or to market the Global Offering, or the delivery or
distribution of the Offer Shares on the terms and in the manner contemplated by
the Offering Documents; or
UNDERWRITING
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iv. has or will or may have the effect of making any part of the Hong Kong
Underwriting Agreement (including underwriting) incapable of performance in
accordance with its terms or preventing the processing of applications and/or
payments pursuant to the Global Offering or pursuant to the underwriting thereof;
or
(2) there has come to the notice of the Joint Sponsors and the Sponsor-Overall Coordinators
(for themselves and on behalf of the Hong Kong Underwriters):
(a) 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, for, or on behalf of the Company in connection with
the Hong Kong Public Offering (including any supplement or amendment thereto
but excluding the information of such Joint Sponsors, Sponsor-Overall
Coordinators, Overall Coordinators, Joint Global Coordinators, CMIs, Joint
Bookrunners, Joint Lead Managers and Hong Kong Underwriters provided thereby
expressly and specifically for inclusion in the Offering Documents, it being
understood that such information contains only their respective marketing names,
legal names, logos, and addresses of the Joint Sponsors, the Sponsor-Overall
Coordinators, the Overall Coordinators, the Joint Global Coordinators, the CMIs,
the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters
or any of them contained therein) (the “ Global Offering Documents ”) was, when
it was issued, or has become untrue, incomplete, incorrect, inaccurate or
misleading; or that any estimate, forecast, expression of opinion, intention or
expectation contained in any such documents, was, when it was issued, or has
become unfair or misleading in any respect or based on untrue, incomplete,
dishonest or unreasonable assumptions or given in bad faith; or
(b) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of the Prospectus, constitute a material
omission or misstatement in any Global Offering Document; or
(c) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the representations, warranties and undertakings
given by the Company or the Single Largest Shareholder Group in the Hong Kong
Underwriting Agreement or the International Underwriting Agreement; or
(d) any event, act or omission which gives rise or is likely to give rise to any liability
of any of the indemnifying parties pursuant to the indemnities in the Hong Kong
Underwriting Agreement; or
(e) any material breach of any of the obligations or undertakings imposed upon the
Company or any member of the Single Largest Shareholder Group or any
cornerstone investor (as applicable) to the Hong Kong Underwriting Agreement,
the International Underwriting Agreement or the Cornerstone Investment
Agreements; or
(f) there is any change or development involving a prospective change, constituting or
having a Material Adverse Effect; or
(g) that the chairman of the Board, any Director or any member of senior management
of the Company named in the Prospectus seeks to retire, or is removed from office
or vacating his/her office; or
UNDERWRITING
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(h) any Director or any member of senior management of the Company named in the
Prospectus is being charged with an indictable offence or prohibited by operation
of law or otherwise disqualified from taking part in the management or taking
directorship of a company or there is a commencement by any governmental,
political or regulatory body or any authority of any investigation or other action
against any Director or any member of senior management of the Company in his
or her capacity as such or any member of the Group or any member of the the
Single Largest Shareholder Group or an announcement by any governmental,
political or regulatory body or any authority that it intends to commence any such
investigation or take any such action; or
(i) an order or petition is presented for the winding-up or liquidation of the Company
or any member of the Single Largest Shareholders Group, or the Company or any
member of the Single Largest Shareholders 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 the Company or any member of the
Single Largest Shareholders Group or a provisional liquidator, receiver or manager
is appointed over all or part of the assets or undertaking of the Company or any
member of the Single Largest Shareholders Group or anything analogous thereto
occurs in respect of the Company or any member of the Single Largest
Shareholders Group; or
(j) the Company withdraws the Prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer Shares pursuant to the
Global Offering) or the Global Offering; or
(k) that the approval by the Listing Committee of the listing of, and permission to deal
in, the H Shares in issue and to be issued pursuant to the Global Offering
(including pursuant to any exercise of the Over-allotment Option) is refused or not
granted, other than subject to customary conditions, on or before the Listing Date,
or if granted, the approval is subsequently withdrawn, cancelled, qualified (other
than by customary conditions), revoked or withheld; or
(l) any expert named in the Prospectus has withdrawn its consent 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; or
(m) any prohibition on the Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Shares pursuant to the terms of the Global
Offering; or
(n) (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) 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
(o) 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,
UNDERWRITING
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Undertakings to the Stock Exchange pursuant to the Listing Rules
Undertakings by the Company
Pursuant to Rule 10.08 of the Listing Rules, the Company has undertaken to the Stock
Exchange that no further Shares or securities convertible into equity securities of the 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 date on which the H Shares of the Company first commence
dealing on the Stock Exchange (whether or not such issue of Shares or securities will be completed
within six months from the commencement of dealing), except (a) pursuant to the Global Offering
and the Over-allotment Option, if any, or (b) under any of the circumstances provided under Rule
10.08 of the Listing Rules.
Undertakings by the Single Largest Shareholder Group
Pursuant to Rule 10.07 of the Listing Rules and Chapter 4.13 of the Guide, each member of
the Single Largest Shareholder Group has undertaken to the Stock Exchange and to us that, except
pursuant to the Global Offering (including the Over-allotment Option), it/he will not, and shall
procure that the relevant registered holder(s) will not, without the prior written consent of the Stock
Exchange or unless otherwise permitted under the Listing Rules, at any time in the period
commencing on the date by reference to which disclosure of its/his shareholding is made in this
Prospectus and ending on the date which is six months from the Listing Date, either directly or
indirectly, dispose of, nor enter into any agreement to dispose of or otherwise create any options,
rights, interests or encumbrances in respect of, any of the securities of the Company in respect of
which it/he is shown by this Prospectus to be the beneficial owner.
Note 2 to Rule 10.07(2) of the Listing Rules provides that Rule 10.07 does not prevent a
member of the Single Largest Shareholder Group from using the securities of the Company
beneficially owned by it/him as security (including a charge or pledge) in favour of an authorized
institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for a
bona fide commercial loan.
Further, pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, each member of the Single
Largest Shareholder Group has undertaken to the Stock Exchange and to us that, within the period
commencing on the date by reference to which disclosure of its/his shareholding is made in this
Prospectus and ending on the date which is six months from the Listing Date:
(1) when it/he pledges or charges any securities of the Company beneficially owned by
it/him in favor of an authorized institution (as defined in the Banking Ordinance,
Chapter 155 of the Laws of Hong Kong) for a bona fide commercial loan relying on Note
2 to Rule 10.07(2) of the Listing Rules, immediately inform us and the Stock Exchange
of such pledge or charge together with the number of securities so pledged or charged;
and
(2) when it/he receives indications, either verbal or written, from the pledgee or chargee of
any securities of the Company that any of the pledged or charged securities will be
disposed of, immediately inform us and the Stock Exchange of such indications.
We will inform the Stock Exchange as soon as we have been informed of the above matters,
if any, by any member of the Single Largest Shareholder Group and disclose such matters as soon
as possible after being so informed.
UNDERWRITING
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Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by our Company
Pursuant to the Hong Kong Underwriting Agreement, our Company has undertaken to each of
the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global
Coordinators, the CMIs, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong
Underwriters that except pursuant to the Global Offering (including pursuant to the Over-allotment
Option), 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 an Encumbrance over, or agree to transfer or dispose of or create an
Encumbrance over, either directly or indirectly, conditionally or unconditionally, or
repurchase, any legal or beneficial interest in the share capital or any other 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 represent the right
to receive, or any warrants or other rights to purchase any share capital or other
securities of the Company, as applicable), or deposit any share capital or other securities
of the Company, as applicable, with a depositary in connection with the issue of
depositary receipts; or
(b) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership (legal or beneficial) of the H Shares or
any other 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 represent the right to receive, or any warrants or other rights to purchase, any H
Shares or any other securities of the Company); or
(c) enter into any transaction with the same economic effect as any transaction described in
(a) or (b) above; or
(d) offer to or agree to do any of the foregoing specified in paragraphs (a), (b) or (c) 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 securities, in cash or otherwise (whether or not the issue of such share
capital or other securities will be completed within the First Six Month Period). The Company
further agrees that, in the event the Company is allowed to enter into any of the transactions
described in paragraphs (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 securities of
the Company. For the avoidance of doubt, this paragraph shall not apply to any issue of debt
securities by the Company which are not convertible into equity securities of the Company.
The Single Largest Shareholder Group undertakes to each of the Joint Sponsors, the
Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the
CMIs, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that
it/he shall procure the Company to comply with such undertakings.
UNDERWRITING
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Undertakings by our Single Largest Shareholder Group
Under the Hong Kong Underwriting Agreement, our Single Largest Shareholder Group has
undertaken to each of the Company, the Joint Sponsors, the Sponsor-Overall Coordinators, the
Overall Coordinators, the Joint Global Coordinators, the CMIs, the Joint Bookrunners, the Joint
Lead Managers and the Hong Kong Underwriters that, 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) it/he will not, and will procure that the relevant registered holder(s), any nominee or
trustee holding on trust for it/him/her and the companies controlled by it/him will not,
at any time during the 12 months from the Listing Date, (i) sell, offer to sell, accept
subscription for, contract or agree to allot, issue or sell, mortgage, charge, pledge,
hypothecate, lend, grant or sell any option, warrant, contract or right to purchase, grant
or purchase any option, warrant, contract or right to sell, or otherwise transfer or dispose
of or create an Encumbrance over, or agree to transfer or dispose of or create an
Encumbrance over, either directly or indirectly, conditionally or unconditionally, any H
Shares or other securities of the Company or any interest therein (including, without
limitation, any securities convertible into or exchangeable or exercisable for or that
represent the right to receive, or any warrants or other rights to purchase, any H Shares
or any such other securities, as applicable or any interest in any of the foregoing), or
deposit any H Shares or other securities of the Company with a depositary in connection
with the issue of depositary receipts, or (ii) 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 any H Shares or other securities of the Company or any interest
therein (including, without limitation, any securities convertible into or exchangeable or
exercisable for or that represent the right to receive, or any warrants or other rights to
purchase, any H Shares or any such other securities, as applicable or any interest in any
of the foregoing), or (iii) enter into any transaction with the same economic effect as any
transaction specified in this paragraph (a), or (iv) offer to or agree to or announce any
intention to effect any transaction specified in this paragraph (a), in each case, whether
any of the transactions specified in this paragraph (a) is to be settled by delivery of
Shares or other securities of the Company or in cash or otherwise, and whether or not
the transactions will be completed within the 12 months from the Listing Date; and
(b) until the expiry of the 12 months from the Listing Date, in the event that it enters into
any of the transactions specified in paragraph (a) or offer to or agrees to or contract to
or publicly announce any intention to effect any such transaction, it/he will take all
reasonable steps to ensure that such a disposal will not create a disorderly or false market
in the securities of the Company.
The Company hereby undertakes to the Joint Sponsors, the Sponsor-Overall Coordinators, the
Overall Coordinators, the Joint Global Coordinators, the CMIs, the Joint Bookrunners, the Joint
Lead Managers and the Hong Kong Underwriters that upon receiving such information in writing
from the Single Largest Shareholder Group, it will, as soon as practicable and if required pursuant
to the Listing Rules, the SFO and/or any other applicable Law, notify the Stock Exchange and/or
other relevant Authorities, and make a public disclosure in relation to such information by way of
an announcement.
Indemnity
Our Company and our Single Largest Shareholder Group agreed to indemnify, among others,
the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global
Coordinators, the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers
and the Hong Kong Underwriters for certain losses which they may suffer, including, amongst
others, losses arising from their performance of their obligations under the Hong Kong
Underwriting Agreement and any breach by our Company of the Hong Kong Underwriting
Agreement.
UNDERWRITING
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Hong Kong Underwriters’ Interests in our Company
Except for their obligations under the Hong Kong Underwriting Agreement, the Hong Kong
Underwriters do not have any shareholding interest in our Company or any right or option (whether
legally enforceable or not) to subscribe for or nominate persons to subscribe for securities in our
Company or any member of our Group.
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the H Shares as a result of fulfilling their
respective obligations under the Hong Kong Underwriting Agreement.
International Offering
International Underwriting Agreement
In connection with the International Offering, it is expected that we will enter into the
International Underwriting Agreement with our Single Largest Shareholder Group, the Overall
Coordinators and the International Underwriters. Under the International Underwriting Agreement,
subject to the conditions set forth therein, the International Underwriters would agree to purchase,
or procure subscribers to purchase, the Offer Shares being offered pursuant to the International
Offering (subject to, amongst others, any reallocation between the International Offering and the
Hong Kong Public Offering). It is expected that the International Underwriting Agreement may be
terminated on similar grounds as the Hong Kong Underwriting Agreement. Potential investors are
reminded that in the event that the International Underwriting Agreement is not entered into, the
Global Offering will not proceed.
Over-allotment Option
Our Company is expected to grant to the International Underwriters, exercisable in whole or
in part by the Sponsor-Overall Coordinators at their sole and absolute discretion (for themselves and
on behalf of the International Underwriters), the Over-Allotment Option, which will be exercisable
from the Listing Date until 30 days after the last day for the lodging of applications under the Hong
Kong Public Offering, to require our Company to issue and allot, up to an aggregate of 7,928,800
H Shares, representing no more than 15% of the Offer Shares initially available under the Global
Offering, at the Offer Price under the International Offering, to cover over-allocations in the
International Offering, if any. See “Structure of the Global Offering — Over-allotment Option.”
Commissions and Expenses
The Capital Market Intermediaries will receive an underwriting commission of 3.0% of the
aggregate gross proceeds from the Global Offering (including any proceeds arising from exercise
of the Over-allotment Option) (the “ Gross Proceeds ”) (the “ Fixed Fees ”), out of which they will
pay any sub-underwriting commissions and other fees. In addition, our Company may, at our sole
and absolute discretion, pay any one or more of Capital Market Intermediaries a discretionary fee
of an aggregate of up to 2.0% of the Gross Proceeds (the “ Discretionary Fees ”).
Assuming the Discretionary Fees are paid in full, the Fixed Fees and Discretionary Fees
payable to the Capital Market Intermediaries represent 60.0% and 40.0% of the aggregate fees
payable to the Capital Market Intermediaries in total in connection with the Global Offering. For
unsubscribed Hong Kong Offer Shares reallocated to the International Offering, we will pay an
underwriting commission at the rate applicable to the International Offering and such commission
will be paid to the relevant International Underwriters and not the Hong Kong Underwriters.
UNDERWRITING
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The aggregate Fixed Fees, Discretionary Fees (if any), documentation fee, listing fees, Stock
Exchange trading fee and transaction levies, legal and other professional fees, and printing and
other expenses in relation to the Global Offering are estimated to amount to approximately
HK$102.9 million in total (based on the Offer Price of HK$20.81 per Offer Share and assuming the
Over-allotment Option is not exercised), and are payable by our Company.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offering and the International Offering (together,
the “ Syndicate Members ”) and their affiliates may each individually undertake a variety of
activities (as further described below) which do not form part of the underwriting or stabilizing
process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of commercial
and investment banking, brokerage, funds management, trading, hedging, investing and other
activities for their own account and for the account of others. In the ordinary course of their various
business activities, the Syndicate Members and their respective affiliates may purchase, sell or hold
a broad array of investments and actively trade securities, derivatives, loans, commodities,
currencies, credit default swaps and other financial instruments for their own account and for the
accounts of their customers. Such investment and trading activities may involve or relate to assets,
securities and/or instruments of our Company and/or persons and entities with relationships with
our Company and may also include swaps and other financial instruments entered into for hedging
purposes in connection with the Group’s loans and other debt.
In relation to the H Shares, the activities of the Syndicate Members and their affiliates could
include acting as agent for buyers and sellers of the H Shares, entering into transactions with those
buyers and sellers in a principal capacity, including as a lender to initial purchasers of the H Shares
(which financing may be secured by the H Shares) in the Global Offering, proprietary 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, which may have a negative impact on the trading price 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 exchange may require the issuer of those securities (or one of its affiliates
or agents) to act as a market maker or liquidity provider in the security, and this will also result in
hedging activity in the H Shares in most cases.
All such activities may occur both during and after the end of the stabilizing period described
in the section headed “Structure of the Global Offering” in this Prospectus. Such activities may
affect the market price or value of the H Shares, the liquidity or trading volume in the H Shares and
the volatility of the price of the H Shares, and the extent to which this occurs from day to day cannot
be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members will
be subject to certain restrictions, including the following:
 the Syndicate Members (other than the Stabilizing Manager or any person acting for it)
must not, in connection with the distribution of the Offer Shares, effect any transactions
(including issuing or entering into any option or other derivative transactions relating to
UNDERWRITING
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the Offer Shares), whether in the open market or otherwise, with a view to stabilizing
or maintaining the market price of any of the Offer Shares at levels other than those
which might otherwise prevail in the open market; and
 the Syndicate Members must comply with all applicable laws and regulations, including
the market misconduct provisions of the SFO, including the provisions prohibiting
insider dealing, false trading, price rigging and stock market manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time to
time, and expect to provide in the future, investment banking and other services to our Company
and its affiliates for which such Syndicate Members or their respective affiliates have received or
will receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
JOINT SPONSORS’ INDEPENDENCE
The Joint Sponsors satisfy the independence criteria applicable to sponsors set out in Rule
3A.07 of the Listing Rules.
Xiamen Qilu is one of the Pre-IPO Investors and a shareholder of the Company with a 1.89%
shareholding interest immediately prior to the Listing. CICC Capital Operation Company Limited*
(ʮ̡)( “ CICC Capital ”) is the general partner of Xiamen Qilu. CICC Pucheng
Investment Company Limited* (ʮ̡)( “ CICC Pucheng ”) is one of the Pre-IPO
Investors and a shareholder of the Company with a 0.62% shareholding interest immediately prior
to the Listing. Further details of the ultimate beneficial owner of CICC Capital and CICC Pucheng
are set forth in “History, Development and Corporate Structure — Information about the Pre-IPO
Investors”. Each of CICC Capital and CICC Pucheng is a fellow subsidiary of China International
Capital Corporation Hong Kong Securities Limited (“ CICC ”), one of our Joint Sponsors and shall
be sponsor group of CICC for the purposes of Rule 3A.01(9). Accordingly, Xiamen Qilu, CICC
Capital and CICC Pucheng are regarded as members of the sponsor group (as defined under Rule
3A.01(9) of the Listing Rules) of CICC. As the aggregate shareholding of Xiamen Qilu and CICC
Pucheng in the Company is below the threshold under Rule 3A.07(1) nor does it give rise to any
circumstances under 3A.07, the independence of CICC as a sponsor would not be affected under
Rule 3A.07 of the Listing Rules.
White Cloud V alley is a limited liability company established under the laws of Hong Kong.
As of the Latest Practicable Date, White Cloud V alley was a wholly-owned subsidiary of Blue Sky
V alley Limited, which was ultimately controlled by CITIC Capital Holdings Limited. Further
details of the ultimate beneficial owner of White Cloud V alley are set forth in “History,
Development and Corporate Structure – Information about the Pre-IPO Investors”. CITIC Capital
Holdings Limited is a fellow subsidiary of CITIC Securities (Hong Kong) Limited (“ CITICS ”).
Accordingly, White Cloud V alley and CITIC Capital Holdings Limited are regarded as members of
the sponsor group (as defined under Rule 3A.01(9) of the Listing Rules) of CITICS. As the
shareholding of White Cloud V alley in the Company is below the threshold under Rule 3A.07(1) nor
does it give rise to any circumstances under 3A.07, the independence of CITICS as a sponsor would
not be affected under Rule 3A.07 of the Listing Rules.
UNDERWRITING
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THE GLOBAL OFFERING
This Prospectus is published in connection with the Hong Kong Public Offering as part of the
Global Offering. The Global Offering comprises:
(1) the Hong Kong Public Offering of initially 5,286,000 Offer Shares (subject to
reallocation as mentioned below) for subscription by the public in Hong Kong as
described in the paragraph headed “— The Hong Kong Public Offering” below; and
(2) the International Offering of initially 47,573,200 Offer Shares (subject to reallocation
and the Over-allotment Option as mentioned below) outside the United States (including
to professional and institutional investors within Hong Kong) in offshore transactions in
reliance on Regulation S, or in a transaction not subject to, the registration requirements
under the U.S. Securities Act, as described in the paragraph headed “— the International
Offering” below.
Investors may apply for the Hong Kong Offer Shares under the Hong Kong Public Offering
or indicate an interest, if qualified to do so, for the International Offer Shares under the
International Offering, but may not do both.
The Offer Shares will represent approximately 12.4% of the enlarged issued share capital of
our Company immediately after completion of the Global Offering without taking into account the
exercise of the Over-allotment Option. If the Over-allotment Option is exercised in full, the Offer
Shares will represent approximately 14.0% of the enlarged issued share capital of our Company
immediately after completion of the Global Offering and the exercise of the Over-allotment Option
as set out in “— The International Offering — Over-allotment Option” below.
References in this Prospectus to applications, application monies or the procedure for
application relate solely to the Hong Kong Public Offering.
The number of Offer Shares to be offered under the Hong Kong Public Offering and the
International Offering, respectively, may be subject to reallocation as described in “— The Hong
Kong Public Offering — Reallocation” below.
THE HONG KONG PUBLIC OFFERING
Number of Hong Kong Offer Shares Initially Offered
We are initially offering 5,286,000 Offer Shares for subscription by the public in Hong Kong
at the Offer Price, representing approximately 10.0% of the total number of the Offer Shares
initially available under the Global Offering. Subject to the reallocation of the Offer Shares between
the International Offering and the Hong Kong Public Offering, the Hong Kong Offer Shares will
represent approximately 1.2% of the enlarged issued share capital of our Company immediately
following the completion of the Global Offering (assuming the Over-allotment Option is not
exercised).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as
to institutional and professional investors. Professional investors generally include brokers, dealers,
and 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 forth in “—
Conditions of the Global Offering” below.
STRUCTURE OF THE GLOBAL OFFERING
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Allocation
Allocation of the Offer Shares to applicants 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 the others who have applied for the same
number of the Hong Kong Offer Shares, and those applicants who are not successful in the ballot
may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of the Offer Shares initially available under the
Hong Kong Public Offering (after taking into account any allocation) is to be divided into two pools
(subject to adjustment of odd lot size): Pool A and Pool B. Accordingly, the maximum number of
Hong Kong Offer Shares initially in Pool A and Pool B will be 2,643,000 and 2,643,000,
respectively. 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 price of HK$5 million
(excluding the brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange
trading fee payable) or less. The Offer Shares in Pool B will be allocated on an equitable basis to
applicants who have applied for Offer Shares with an aggregate price of more than HK$5 million
and up to the value of pool B (excluding the brokerage, SFC transaction levy, AFRC transaction
levy and the Stock Exchange trading fee payable).
Applicants should be aware that applications in Pool A and applications in Pool B may receive
different allocation ratios. If the Hong Kong Offer Shares in one (but not both) of the pools are
under-subscribed, the surplus Hong Kong Offer Shares will be transferred to the other pool to
satisfy demand in that other pool and be allocated accordingly. For the purpose of this subsection
only, the “price” for the Hong Kong Offer Shares means the price payable on application therein.
Applicants can only receive an allocation of the 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
2,643,000 Hong Kong Offer Shares (being approximately 50% of the 5,286,000 Hong Kong Offer
Shares initially available under the Hong Kong Public Offering) are liable to be rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the discretion
of the Sponsor-Overall Coordinators. Subject to the allocation cap described in the subsequent
paragraph, the Sponsor-Overall Coordinators may in their sole discretion reallocate Offer Shares
from the International Offering to the Hong Kong Public Offering to satisfy valid applications under
the Hong Kong Public Offering. In 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 2,642,800 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 7,928,800 Offer Shares, representing approximately 15% of the number of Offer
Shares initially available under the Global Offering (before exercise of the Over-allotment Option)
in accordance with Chapter 4.14 of the Guide for New Listing Applicants. In the circumstance
where the International Offer Shares are fully subscribed or oversubscribed and the Hong Kong
Offer Shares are undersubscribed, there will be no reallocation from the International Offering to
the Hong Kong Public Offering, and no over-allocation of H Shares to the Hong Kong Public
Offering.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering will
be allocated between pool A and pool B and the number of Offer Shares allocated to the
International Offering will be correspondingly reduced in such manner as the Sponsor-Overall
Coordinators deems appropriate.
STRUCTURE OF THE GLOBAL OFFERING
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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.
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/her that he/she and any person(s)
for whose benefit he/she is making the application have not applied for or taken up, or indicated
an interest for, and will not apply for or take up, or indicate an interest for, any Offer Shares under
the International Offering, and such applicant’s application under the International Offering is liable
to be rejected if the said undertaking and/or confirmation is breached and/or untrue (as the case may
be).
THE INTERNATIONAL OFFERING
Number of International Offer Shares Initially Offered
The International Offering will consist of an initial offering of 47,573,200 Offer Shares,
representing approximately 90.0% of the total number of Offer Shares initially available under the
Global Offering and approximately 11.1% of the enlarged issued share capital of our Company
immediately following the completion of the Global Offering subject to the reallocation of Offer
Shares between the International Offering and the Hong Kong Public Offering and assuming that
the Over-allotment Option is not exercised. The International Offering will be offered by us outside
of the United States in reliance on Regulation S pursuant to an exemption from registration under
the U.S. Securities Act.
Allocation
The International Offering will include selective marketing of Offer Shares to institutional and
professional investors and other investors anticipated to have a sizeable demand for such Offer
Shares. 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 Offer Shares pursuant
to the International Offering will be effected in accordance with the “book-building” process
described in the paragraph headed “— Pricing and Allocation” below and based on a number of
factors, including the level and timing of demand, the total size of the relevant investor’s invested
assets or equity assets in the relevant sector and whether or not it is expected that the relevant
investor is likely to buy further Offer Shares, and/or hold or sell its Offer Shares, after the listing
of the Offer Shares on the Stock Exchange. Such allocation is intended to result in a distribution
of the Offer Shares on a basis which would lead to the establishment of a solid professional and
institutional shareholder base to the benefit of our Company and the Shareholders as a whole.
STRUCTURE OF THE GLOBAL OFFERING
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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 them 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.
Reallocation
The total number of the Offer Shares to be issued or sold pursuant to the International Offering
may change as a result of the reallocation arrangement described in “— The Hong Kong Public
Offering — Reallocation” above, the exercise of the Over-allotment Option in whole or in part
and/or any reallocation of unsubscribed Offer Shares originally included in the Hong Kong Public
Offering to the International Offering.
Over-allotment Option
In connection with the Global Offering, our Company is expected to grant to the International
Underwriters, exercisable in whole or in part by the Sponsor-Overall Coordinators at their sole and
absolute discretion (for themselves and on behalf of the International Underwriters), the
Over-allotment Option, which will be exercisable from the Listing Date until 30 days after the last
day for the lodging of applications under the Hong Kong Public Offering, to require our Company
to allot and issue, up to an aggregate of 7,928,800 Offer Shares, representing no more than 15% of
the Offer Shares available under the Global Offering, at the Offer Price, to cover over-allocations
in the International Offering, if any. If the Over-allotment Option is exercised in full, the additional
Offer Shares to be issued pursuant to the Over-allotment Option will represent approximately 1.8%
of the total number of Shares in issue immediately following the completion of the Global Offering
and the exercise of the Over-allotment Option. If the Over-allotment Option is exercised, an
announcement will be made.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the distribution
of securities. To stabilize, the underwriters may bid for, or purchase, the newly issued securities in
the secondary market, during a specified period of time, to retard and, if possible, prevent any
decline in the market price of the securities below the offer price. Such transactions may be effected
in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable
laws and regulatory requirements, including those of Hong Kong. In Hong Kong, the price at which
stabilization is effected is not permitted to exceed the offer price.
In connection with the Global Offering, the Stabilizing Manager, its affiliates or any person
acting for it, on behalf of the Underwriters, may over-allocate or effect transactions with a view to
stabilizing or supporting the market price of the H Shares at a level higher than that which might
otherwise prevail for a limited period after the Listing Date, to the extent permitted by applicable
laws of Hong Kong or elsewhere. However, there is no obligation on the Stabilizing Manager, its
affiliates or any persons acting for it, to conduct any such stabilizing action. Such stabilization
action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or any
person acting for it) and in what the Stabilizing Manager (or any person acting for it) reasonably
regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required
to be brought to an end within 30 days of the last day for lodging applications under the Hong Kong
Public Offering.
Stabilizing action permitted in Hong Kong pursuant to the Securities and Futures (Price
Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, includes (i)
over-allocation for the purpose of preventing or minimizing any reduction in the market price of the
H Shares, (ii) selling or agreeing to sell the H Shares so as to establish a short position in them for
STRUCTURE OF THE GLOBAL OFFERING
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the purpose of preventing or minimizing any reduction in the market price of the H Shares, (iii)
purchasing or subscribing for, or agreeing to purchase or subscribe for, the H Shares pursuant to the
Over-allotment Option in order to close out any position established under (i) or (ii) above, (iv)
purchasing, or agreeing to purchase, any of the H Shares for the sole purpose of preventing or
minimizing any reduction in the market price of the H Shares, (v) selling or agreeing to sell any H
Shares in order to liquidate any position established as a result of those purchases and (vi) offering
or attempting to do anything as described in paragraph (ii), (iii), (iv) or (v) above.
Specifically, prospective applicants for and investors in the Offer Shares should note that:
 the Stabilizing Manager, its affiliates or any person acting for it may, in connection with
the stabilizing action, maintain a long position in the H Shares;
 there is no certainty regarding the extent to which and the time or period for which the
Stabilizing Manager, its affiliates or any person acting for it, will maintain such a long
position;
 liquidation of any such long position by the Stabilizing Manager, its affiliates or any
person acting for it may have an adverse impact on the market price of the H Shares;
 no stabilizing action can be taken to support the price of the H Shares for longer than
the stabilizing period which will begin on the Listing Date, and is expected to expire on
Saturday, June 20, 2026, being the 30th day after the date of closing of the application
lists under the Hong Kong Public Offering. After this date, when no further stabilizing
action may be taken, demand for the H Shares, and therefore the price of the H Shares,
could fall;
 the price of the H Shares cannot be assured to stay at or above the Offer Price by the
taking of any stabilizing action; and
 stabilizing bids may be made or transactions effected in the course of the stabilizing
action at any price at or below the Offer Price, which means that stabilizing bids may
be made or transactions effected at a price below the price paid by applicants for, or
investors in, the H Shares.
Our Company will ensure or procure that an announcement in compliance with the Securities
and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) will be made
within seven days of the expiration of the stabilization period.
Over-allocation
Following any over-allocation of H Shares in connection with the Global Offering, the
Sponsor-Overall Coordinators, its affiliates or any person acting for them may cover such over-
allocation by using H Shares purchased by the Stabilizing Manager, its affiliates or any person
acting for it in the secondary market, exercising the Over-allotment Option in full or in part, or by
a combination of these means. Any such purchases will be made in accordance with the laws, rules
and regulations in place in Hong Kong on stabilization. The number of H Shares which can be
over-allocated will not exceed the number of the H Shares which may be allotted and/or issued
pursuant to the exercise in full of the Over-allotment Option, being 7,928,800 H Shares,
representing approximately 15% of the Offer Shares initially available under the Global Offering.
PRICING
The Offer Price will be HK$20.81 H Share, unless otherwise announced by our Company no
later than the morning of the last day for lodging applications under the Hong Kong Public Offering,
as further explained below.
STRUCTURE OF THE GLOBAL OFFERING
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The International Underwriters will be soliciting from prospective investors indications of
interest in acquiring Offer Shares in the International Offering. Prospective professional and
institutional investors will be required to specify the number of Offer Shares under the International
Offering they would be prepared to acquire either at different prices or at a particular price. This
process, known as “book-building,” is expected to continue up to, and to cease on or about, the last
day for lodging applications under the Hong Kong Public Offering.
The Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) may,
where they deem appropriate, based on the level of interest expressed by prospective investors
during the book-building process, and with the consent of our Company, reduce the number of Offer
Shares and/or the Offer Price below that stated in this prospectus at any time in or prior to the
morning of the last day for lodging applications under the Hong Kong Public Offering. In such case,
our Company will, as soon as practicable following the decision to make such reduction, and in any
event not later than the morning of the last day for lodging applications under the Hong Kong Public
Offering, cause to be published on the website of the Stock Exchange at www.hkexnews.hk and our
website at www.viewtrixtech.com notices of the reduction in the number of Offer Shares and/or the
Offer Price, the cancellation of the Global Offering and the relaunch of the offering on FINI at the
revised number of Offer Shares and/or the Offer Price. Our Company will also, as soon as
practicable following the decision to make such reduction, issue a supplemental or new prospectus
updating investors of the reduction in the number of Offer Shares and/or the Offer Price, and giving
investors at least three business days to consider the new information. The supplemental or new
prospectus shall include at least the following: updated (a) Offer Price and market capitalization;
(b) listing timetable and underwriting obligations; (c) price/earnings multiple (if applicable),
unaudited pro forma and adjusted net tangible assets; and (d) use of proceeds and working capital
adequacy confirmation based on revised estimated proceeds. In the event of a reduction in the
number of Offer Shares, the Sponsor-Overall Coordinators may also at their discretion reallocate
the number of Offer Shares to be offered under the Hong Kong Public Offering and the International
Offering, provided that the number of Offer Shares offered under the Hong Kong Public Offering
shall not be less than 10% of the Offer Shares available under the Global Offering (without taking
into account any additional H Shares that may be issued pursuant to the Over-allotment Option). In
the absence of any such supplemental or new prospectus so published, the number of Offer Shares
will not be reduced and the Offer Price will be HK$20.81 per H Share.
If there is any change to the offer size due to change in the number of Offer Shares initially
offered under the Global Offering (other than pursuant to the Over-allotment Option and/or the
reallocation mechanism as disclosed in this prospectus), or if there is any change to the Offer Price
as stated in this prospectus, or if our Company becomes aware that there has been a significant
change affecting any matter contained in this prospectus or a significant new matter has arisen, the
inclusion of information in respect of which would have been required to be in this prospectus if
it had arisen before this prospectus was issued, after the issue of this prospectus and before the
commencement of dealings in our H Shares as prescribed under Rule 11.13 of the Listing Rules, we
are required to cancel the Global Offering, issue a supplemental or new prospectus and relaunch the
offering on FINI pursuant to the supplemental or new prospectus.
The level of applications in the Hong Kong Public Offering, the level of indications of interest
in the International Offering and the basis of allocation of the Hong Kong Offer Shares are expected
to be announced on Tuesday, May 26, 2026 on the website of the Stock Exchange at
www.hkexnews.hk and our website at www.viewtrixtech.com .
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under
the terms of the Hong Kong Underwriting Agreement and is conditional upon the International
Underwriting Agreement being signed and becoming unconditional.
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We expect that we will enter into the International Underwriting Agreement relating to the
International Offering on or around May 22, 2026.
The underwriting arrangements under the Hong Kong Underwriting Agreement and the
International Underwriting Agreement are summarized in the section headed “Underwriting” in this
Prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptances of all applications for Offer Shares will be conditional on:
(1) the Stock Exchange granting the approval for the listing of, and permission to deal in,
the H Shares in issue and to be issued pursuant to the Global Offering (including the
Offer Shares which may be issued pursuant to the exercise of the Over-allotment Option)
and such approval not subsequently having been withdrawn or revoked prior to the
Listing Date;
(2) the execution and delivery of the International Underwriting Agreement on or around
May 22, 2026; and
(3) the obligations of the Underwriters under each of the respective Underwriting
Agreements becoming and remaining unconditional and not having been terminated in
accordance with the terms of the respective Underwriting Agreements;
in each case on or before the dates and times specified in the respective Underwriting Agreements
(unless and to the extent such conditions are validly waived on or before such dates and times).
The consummation of each of the Hong Kong Public Offering and the International Offering
is conditional upon, among other things, the other offering becoming unconditional and not having
been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the times and dates specified, the
Global Offering will lapse and the Stock Exchange will be notified immediately. We will as soon
as possible publish or cause to be published a notice of the lapse of the Hong Kong Public Offering
on the website of our Company ( www.viewtrixtech.com ) and the website of the Stock Exchange
(www.hkexnews.hk ). In such eventuality, all application monies will be returned, without interest,
on the terms set forth 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.
H Share certificates issued in respect of the Hong Kong Offer Shares will only become valid
evidence of title at 8:00 a.m. on the Listing Date provided that the Global Offering has become
unconditional in all respects (including the Underwriting Agreements not having been terminated
in accordance with their terms) at any time prior to 8:00 a.m. on the Listing Date.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the granting of the listing of, and permission to
deal in, the H Shares in issue and to be issued pursuant to the Global Offering (including H Shares
which may be issued pursuant to the exercise of the Over-allotment Option) and the H Shares to be
converted from Unlisted Shares.
No part of our equity or debt securities is listed on or dealt in on any other stock exchange
and no such listing or permission to list is being or proposed to be sought in the near future.
STRUCTURE OF THE GLOBAL OFFERING
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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 Stock
Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be
accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with
effect from the Listing Date or on any other date as determined by HKSCC. Settlement of
transactions between participants of the Stock Exchange is required to take place in CCASS on the
second settlement day after any trading day. All activities under CCASS are subject to the General
Rules of HKSCC and the HKSCC Operational Procedures in effect from time to time.
All necessary arrangements have been made to enable the H Shares to be admitted into
CCASS. Investors should seek the advice of their stockbroker or other professional advisor for
details of those settlement arrangements and how such arrangements will affect their rights and
interests.
DEALING IN THE H SHARES
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m.
in Hong Kong on Wednesday, May 27, 2026, it is expected that dealings in the H Shares on the
Stock Exchange will commence at 9:00 a.m. on Wednesday, May 27, 2026.
The H Shares will be traded on the Main Board of the Stock Exchange in board lots of 200
H Shares each. The stock code of the H Shares will be 3310.
STRUCTURE OF THE GLOBAL OFFERING
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IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering and below are the procedures for application.
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.viewtrixtech.com.
The contents of this Prospectus are identical to the Prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding
Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are
applying for:
 are 18 years of age or older; and
 have a Hong Kong address (for the White Form eIPO service only).
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the
Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the person(s)
for whose benefit you are applying for:
 are an existing beneficial owner of any Shares in the Company and/or any of its
subsidiaries;
 are a director or a supervisor or chief executive officer of the Company and/or any of
its subsidiaries;
 are a close associate (as defined in the Listing Rules) of any of the above;
 are a connected person (as defined in the Listing Rules) of the Company or will become
a connected person of the Company immediately upon completion of the Global
Offering; or
 have been allocated or have applied for any International Offer Shares or otherwise
participate in the International Offering.
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 am on Monday, May 18, 2026
and end at 12:00 noon on Thursday, May 21, 2026 (Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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To apply for Hong Kong Offer Shares, you may use one of the following application channels:
Application Channel Platform Target Investors Application Time
White Form eIPO
Service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
www.eipo.com.hk Applicants who would like
to receive a physical Share
certificate. Hong Kong
Offer Shares successfully
applied for will be allotted
and issued in your own
name.
From 9:00 a.m. on Monday,
May 18, 2026, to 11:30
a.m. on Thursday, May 21,
2026 (Hong Kong time).
The latest time for
completing full payment of
application monies will be
12:00 noon on Thursday,
May 21, 2026 (Hong Kong
time).
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y our broker or custodian
who is a HKSCC
Participant will submit
electronic application
instruction(s) on your
behalf through HKSCC’s
FINI system in accordance
with your instruction.
Applicants who would not
like to receive a physical
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 White Form eIPO service
more than once and obtaining different application reference numbers without effecting full
payment in respect of a particular reference number will not constitute an actual application.
If you apply through the White Form eIPO service, you are deemed to have authorized the
White Form eIPO Service Provider to apply on the terms and conditions in this Prospectus, as
supplemented and amended by the terms and conditions of 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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For those applying through HKSCC EIPO channel, an actual application will be deemed to
have been made for any application instructions given by you or for your benefit to HKSCC (in
which case an application will be made by HKSCC Nominees on your behalf) provided such
application instruction has not been withdrawn or otherwise invalidated before the closing time of
the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC
Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or
HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the
terms and conditions of this Prospectus.
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual/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. Hong Kong identity card
(“HKID ”); 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. Legal entity identifier (“ 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. Y ou are also required to declare that the identity
information provided by you follows the requirements as described in Note 2 below. In particular, where you
cannot provide a HKID number, you must confirm that you do not hold a HKID card.
2. The applicant’s full name as shown on their identity document must be used and the surname, given name,
middle and other names (if any) must be input in the same order as shown on the identity document. If an
applicant’s identity document contains both an English and Chinese name, both English and Chinese names
must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the
applicant’s identity document type must be strictly followed and where an individual applicant has a valid
HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number
must be used when making an application to subscribe for Hong Kong Offer Shares. Similarly for corporate
applicants, a LEI number must be used if an entity has a LEI certificate.
3. If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be
required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the
asset management company or the individual fund, as appropriate, which has opened a trading account with
the broker will be required, as above.
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4. The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document),
the identity document’s issuing country or jurisdiction, the identity document type; and (ii) the identity
document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint
beneficial owner. If you do not include this information, the application will be treated as being made for your
benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated as
being for your benefit and you should provide the required information in your application as stated above.
“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other
stock exchange.
“Statutory control” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which carries
no right to participate beyond a specified amount in a distribution of either profits or capital).
For those applying through HKSCC EIPO channel, and making an application under a power
of attorney, we and the Sponsor-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 Offer Price is HK$20.81 per Offer Share.
If you are applying through the HKSCC EIPO channel, your
broker or custodian may require you to pre-fund your
application in such amount as determined by the broker or
custodian, based on the applicable laws and regulations in
Hong Kong. Y ou are responsible for complying with any such
pre-funding requirement imposed by your broker or custodian
with respect to the Hong Kong Offer Shares you applied for.
By instructing your broker or custodian to apply for the Hong
Kong Offer Shares on your behalf through the HKSCC EIPO
channel, you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have instructed and
authorized HKSCC to cause HKSCC Nominees (acting as
nominee for the relevant HKSCC Participants) to arrange
payment of the Offer Price, brokerage, SFC transaction levy,
the Stock Exchange trading fee and the AFRC transaction levy
by debiting the relevant nominee bank account at the
designated bank for your broker or custodian. If you are
applying through the White Form eIPO service, you may
refer to the table below for the amount payable for the
number of Offer Shares you have selected. Y ou must pay the
respective maximum amount payable on application in full
upon application for Hong Kong Offer Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 280 ---
No. of Hong
Kong Offer
Shares
applied for
Amount
payable (2) on
application
No. of Hong
Kong Offer
Shares
applied for
Amount
payable (2) on
application
No. of Hong
Kong Offer
Shares
applied for
Amount
payable (2) on
application
No. of Hong
Kong Offer
Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
200 4,203.98 3,000 63,059.61 40,000 840,794.75 500,000 10,509,934.43
400 8,407.94 4,000 84,079.47 50,000 1,050,993.44 600,000 12,611,921.31
600 12,611.93 5,000 105,099.35 60,000 1,261,192.13 700,000 14,713,908.20
800 16,815.89 6,000 126,119.21 70,000 1,471,390.82 800,000 16,815,895.08
1,000 21,019.87 7,000 147,139.08 80,000 1,681,589.51 900,000 18,917,881.96
1,200 25,223.84 8,000 168,158.95 90,000 1,891,788.20 1,000,000 21,019,868.86
1,400 29,427.82 9,000 189,178.82 100,000 2,101,986.89 1,250,000 26,274,836.07
1,600 33,631.79 10,000 210,198.69 200,000 4,203,973.76 1,500,000 31,529,803.28
1,800 37,835.77 20,000 420,397.38 300,000 6,305,960.65 1,750,000 36,784,770.49
2,000 42,039.73 30,000 630,596.07 400,000 8,407,947.55 2,643,000
(1) 55,555,513.37
(1) Maximum number of Hong Kong Offer Share you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in
the Listing Rules) 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
Y ou or your joint applicant(s) shall not make more than one application for your own benefit,
except where you are a nominee and provide the information of the underlying investor in your
application as required under the paragraph headed “— A. Applications for Hong Kong Offer Shares
— 3. Information Required to Apply” in this section. If you are suspected of submitting or cause
to submit more than one application, all of your applications will be rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have
made an application through the White Form eIPO service or HKSCC EIPO channel, you or the
person(s) for whose benefit you have made the application shall not apply for any Offer Shares.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer Shares through the White Form eIPO service or HKSCC
EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your
behalf):
(i) undertake to execute all relevant documents and instruct and authorize us and/or the
Sponsor-Overall Coordinators, as our agent, to execute any documents for you and to do
on your behalf all things necessary to register any Hong Kong Offer Shares allocated to
you in your name or in the name of HKSCC Nominees as required by the Articles of
Association, and (if you are applying through the HKSCC EIPO channel) to deposit the
allotted Hong Kong Offer Shares directly into CCASS for the credit of your designated
HKSCC Participant’s stock account on your behalf;
(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;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 281 ---
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong Offer
Shares;
(iv) confirm that you are aware of the restrictions on offers and sales of shares set out in this
Prospectus and they do not apply to you, or the person(s) for whose benefit you have
made the application;
(v) confirm that you have read this Prospectus and any supplement to it and have relied only
on the information and representations contained therein in making your application (or
as the case may be, causing your application to be made) and will not rely on any other
information or representations;
(vi) agree that the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall
Coordinators, the Joint Global Coordinators, the Capital Market Intermediaries, the Joint
Bookrunners, the Joint Lead Managers, the Underwriters, their directors, officers,
employees, partners, agents, advisors and any other parties involved in the Global
Offering (the “Relevant Persons”), the H Share Registrar and HKSCC will not be liable
for any information and representations not in this Prospectus and any supplement to it;
(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit you
have made the application to us, the Relevant Persons, the H Share Registrar, HKSCC,
HKSCC Nominees, the Stock Exchange, the SFC and any other statutory regulatory or
governmental bodies or otherwise as required by laws, rules or regulations, for the
purposes under the paragraph headed “— G. Personal Data — 3. Purposes” and “4.
Transfer of personal data” in this section;
(viii) agree (without prejudice to any other rights which you may have once your application
(or as the case may be, HKSCC Nominees’ application) has been accepted) that you will
not rescind it because of an innocent misrepresentation;
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, any application made by you or HKSCC Nominees on your
behalf cannot be revoked once it is accepted, which will be evidenced by the notification
of the result of the ballot by the H Share Registrar by way of publication of the results
at the time and in the manner as specified in the paragraph headed “— B. Publication
of Results” in this section;
(x) confirm that you are aware of the situations specified in the paragraph headed “— C.
Circumstances In Which Y ou Will Not Be Allocated Hong Kong Offer Shares” in this
section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it and
the resulting contract will be governed by and construed in accordance with the laws of
Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any place
outside Hong Kong that apply to your application and that neither we nor the Relevant
Persons will breach any law inside and/or outside Hong Kong as a result of the
acceptance of your offer to purchase, or any action arising from your rights and
obligations under the terms and conditions contained in this Prospectus;
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(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf is not
financed directly or indirectly by the Company, any of the directors, chief executives,
substantial Shareholder(s) or existing shareholder(s) of the Company or any of its
subsidiaries or any of their respective close associates; and (b) you are not accustomed
or will not be accustomed to taking instructions from the Company, any of the directors,
chief executives, substantial shareholder(s) or existing shareholder(s) of the Company or
any of its subsidiaries or any of their respective close associates in relation to the
acquisition, disposal, voting or other disposition of the Shares registered in your name
or otherwise held by you;
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Sponsor-Overall Coordinators will rely on
your declarations and representations in deciding whether or not to allocate any Hong
Kong Offer Shares to you and that you may be prosecuted for making a false declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to
you under the application;
(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(xviii) (if the application is made for your own benefit) warrant that no other application has
been or will be made for your benefit by giving electronic application instructions to
HKSCC directly or indirectly or through the application channel of the H Share
Registrar 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 (2) you have due authority
to give electronic application instructions on behalf of that other person as its agent.
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through:
Platform Date/Time
Applying through White Form eIPO service or HKSCC EIPO channel:
Website /H1118/H1118The designated results of allocation at
www.iporesults.com.hk (alternatively,
www.eipo.com.hk/eIPOAllotment) with a
“search by ID” function.
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.viewtrixtech.com which will provide
links to the above mentioned websites of the
H Share Registrar.
24 hours, from 11:00
p.m. on Tuesday, May
26, 2026 to 12:00
midnight on Monday,
June 1, 2026 (Hong
Kong time)
No later than 11:00
p.m. on Tuesday, May
26, 2026 (Hong Kong
time)
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Platform Date/Time
Telephone /H1118+ 852 2862 8555 — the allocation results
telephone enquiry line provided by the H Share
Registrar
between 9:00 a.m. and
6:00 p.m., on
Wednesday,
May 27, 2026,
Thursday, May 28,
2026, Friday,
May 29, 2026 and
Monday, June 1, 2026
For those applying through HKSCC EIPO channel, you may also check with your broker or
custodian from 6:00 p.m. on Friday, May 22, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Friday, May 22, 2026 (Hong Kong time) on a 24-hour basis and should report any discrepancies on
allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the level of indications of interest in the International 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.viewtrixtech.com by no later than 11:00 p.m. on Tuesday, May 26, 2026 (Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Sponsor-Overall Coordinators, the H Share Registrar and their respective agents and
nominees have full discretion to reject or accept any application, or to accept only part of any
application, without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant
permission to list the H Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that longer
period within three weeks of the closing date of the application lists.
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4. If:
 you make multiple applications or suspected multiple applications. Y ou may refer to the
paragraph headed “— A. Applications for Hong Kong Offer Shares — 5. Multiple
Applications Prohibited” in this section on what constitutes multiple applications;
 you or the person for whose benefit you are applying have applied for or taken up, or
indicated an interest for, or have been or will be placed or allocated (including
conditionally and/or provisionally) Hong Kong Offer Shares and International Offer
Shares;
 your electronic application instructions through the White Form eIPO service are not
completed in accordance with the instructions, terms and conditions on the designated
website at www.eipo.com.hk ;
 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 laws or other laws, rules or regulations; or
 your application is for more than 50% of the Hong Kong Offer Shares initially offered
under the Hong Kong Public Offering.
5. If there is money settlement failure for allotted Offer Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants
will be required to hold sufficient application funds on deposit with their designated bank before
balloting. After balloting of Hong Kong Offer Shares, the receiving bank will collect the portion of
these funds required to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment
from their designated bank.
There is a risk of money settlement failure . In the extreme event of money settlement failure
by a HKSCC Participant (or its designated bank), who is acting on your behalf in settling payment
for your allotted shares, HKSCC will contact the defaulting HKSCC Participant and its designated
bank to determine the cause of failure and request such defaulting HKSCC Participant to rectify or
procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected Hong
Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer Shares
applied for by you through the broker or custodian may be affected to the extent of the settlement
failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares due to the money
settlement failure by such HKSCC Participant. None of us, the Relevant Persons, the H Share
Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to you due
to the money settlement failure.
D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under
the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO
channel where the H Share certificates will be deposited into CCASS as described below).
No temporary document of title will be issued in respect of the Shares. No receipt will be
issued for sums paid on application.
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H Share certificates will only become valid at 8:00 a.m. on Wednesday, May 27, 2026 (Hong
Kong time), provided that the Global Offer has become unconditional and the right of termination
described in the section headed “Underwriting” has not been exercised. Investors who trade 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 certificate 1
For physical share
certificates of equal or
over 1,000,000 Hong
Kong Offer Shares
issued under your own
name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person from Computershare
Hong Kong Investor Services Limited
at Shops 1712-1716, 17th Floor,
Hopewell Centre,
183 Queen’s Road East,
Wan Chai, Hong Kong
Time: from 9:00 a.m. to 1:00 p.m. on
Wednesday, May 27, 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.
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.
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.
For physical share
certificates of less than
1,000,000 Offer Shares
issued under your own
name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y our H Share certificate(s) will be sent
to the address specified in your
application instructions by ordinary
post at your own risk.
Time: Tuesday, May 26, 2026
1. Except in the event of a Bad Weather Signals (as defined below) in force in Hong Kong in the morning on
Tuesday, May 26, 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.
Y ou may refer to “— E. Bad Weather Arrangements ” in this section.
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Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Wednesday, May 27, 2026 Subject to the arrangement
between you and your broker
or custodian
Responsible party /H1118/H1118/H1118/H1118H Share Registrar Y our broker or custodian
Application monies
paid through single
bank account /H1118/H1118/H1118/H1118/H1118/H1118
White Form e-Refund
payment instructions to your
designated bank account
Y our broker or custodian will
arrange refund to your
designated bank account
subject to the arrangement
between you and it
Application monies
paid through
multiple bank
accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund cheque(s) will be
despatched to the address as
specified in your application
instructions by ordinary post
at your own risk
E. BAD WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Thursday, May 21, 2026 if, there is/are:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 Extreme Conditions,
(collectively, “ Bad Weather Signals ”),
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, May 21, 2026.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the
next business day which does not have 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.viewtrixtech.com of the revised timetable.
If a Bad Weather Signal is hoisted on Tuesday, May 26, 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 Wednesday, May 27, 2026.
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If a Bad Weather Signal is hoisted on Wednesday, May 27, 2026:
 for physical share certificates of 1,000,000 or more Offer Shares issued under your own
name, you may collect your share certificates from the H Share Registrar’s office after
the Bad Weather Signal is lowered or canceled (e.g. in the afternoon of Wednesday, May
27, 2026 or on Thursday, May 28, 2026.
If a Bad Weather Signal is hoisted on Tuesday, May 26, 2026:
 for physical share certificates of less than 1,000,000 Offer Shares issued under your own
name, despatch will be made by ordinary post when the post office re-opens after the
Bad Weather Signal is lowered or canceled (e.g. in the afternoon of Tuesday, May 26,
2026 or on Wednesday, May 27, 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.
Y ou should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the H Share Registrar, the receiving banks and the Relevant
Persons about you in the same way as it applies to personal data about applicants other than HKSCC
Nominees. This personal data may include client identifier(s) and your identification information.
By giving application instructions to HKSCC, you acknowledge that you have read, understood and
agree to all of the terms of the Personal Information Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of, Hong
Kong Offer Shares, of the policies and practices of the Company and the H Share Registrar in
relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of
Hong Kong).
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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.
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for the
following purposes:
 processing your application and refund cheque and 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 Offer
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 Offer Shares and identifying any
duplicate applications for the Offer Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the Offer 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 Offer 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 Offer Shares and/or regulators and/or any other purposes to which
applicants and holders of the Offer Shares may from time to time agree.
4. Transfer of personal data
Personal data held by the Company and the H Share Registrar relating to the applicants for
and holders of Hong Kong Offer Shares will be kept confidential but the Company and the H Share
Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or
transfer (whether within or outside Hong Kong) the personal data to, from or with any of the
following:
 the Company’s appointed agents such as financial advisers and receiving banks;
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 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the H Share Registrar for the purposes of providing its services or
facilities or performing its functions in accordance with its rules or procedures and
operating FINI and CCASS (including where applicants for the Hong Kong Offer Shares
request a deposit into CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to 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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The following is the text of a report received from our Company’ s reporting accountants, Ernst
& Young, Certified Public Accountants, Hong Kong, for the purpose of incorporation in the
prospectus.
⭰㰟㛪姯⸒Ṳ⋀㈧
榀㸖毩歁㵳勘䙮怺 979噆
⤑⏋✱ᷧ⺎27㧺
Tel 曢婘: +852 2846 9888
Fax ₚ䜆: +852 2868 4432
ey.com
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF VIEWTRIX TECHNOLOGY CO., LTD, CHINA INTERNATIONAL
CAPITAL CORPORATION HONG KONG SECURITIES LIMITED AND CITIC
SECURITIES (HONG KONG) LIMITED.
Introduction
We report on the historical financial information of Viewtrix Technology Co., Ltd (the
“Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-53, which
comprises the consolidated statements of profit or loss, statements of comprehensive income,
statements of changes in equity and statements of cash flows of the Group for each of the years
ended 31 December 2023, 2024 and 2025 (the “Relevant Periods”), and the consolidated statements
of financial position of the Group and the statements of financial position of the Company as at 31
December 2023, 2024 and 2025 and material accounting policy information and other explanatory
information (together, the “Historical Financial Information”). The Historical Financial Information
set out on pages I-3 to I-53 forms an integral part of this report, which has been prepared for
inclusion in the prospectus of the Company dated 18 May 2026 (the “Prospectus”) in connection
with the initial listing of the shares of the Company on the Main Board of The Stock Exchange of
Hong Kong Limited (the “Stock Exchange”).
Directors’ responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical Financial
Information that gives a true and fair view in accordance with the basis of preparation set out in note
2.1 to the Historical Financial Information, and for such internal control as the directors determine
is necessary to enable the preparation of the Historical Financial Information that is free from
material misstatement, whether due to fraud or error.
Reporting accountants’ responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial
Information in Investment Circulars as issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”). This standard requires that we comply with ethical standards and plan
and perform our work to obtain reasonable assurance about whether the Historical Financial
Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the reporting
accountants’ judgement, including the assessment of risks of material misstatement of the Historical
Financial Information, whether due to fraud or error. In making those risk assessments, the
reporting accountants consider internal control relevant to the entity’s preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of preparation set
out in note 2.1 to the Historical Financial Information, in order to design procedures that are
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 291 ---
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 financial position of the Group and the Company as at 31
December 2023, 2024 and 2025 and of the financial performance and cash flows of the Group for
each of the Relevant Periods in accordance with the basis of preparation set out in note 2.1 to the
Historical Financial Information.
Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange
and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying Financial
Statements as defined on page I-3 have been made.
Dividends
We refer to note 11 to the Historical Financial Information which states that no dividends have
been paid by the Company in respect of the Relevant Periods.
Certified Public Accountants
Hong Kong
18 May 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 292 ---
I. HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The financial statements of the Group for the Relevant Periods, on which the Historical
Financial Information is based, were audited by Ernst & Y oung in accordance with Hong Kong
Standards on Auditing (“HKSAs”) issued by the HKICPA (the “Underlying Financial Statements”).
The Historical Financial Information are presented in Renminbi (“RMB”) and all values are
rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 293 ---
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
Y ear ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
REVENUE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 720,404 891,304 1,105,659
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(717,211) (869,396) (962,674)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,193 21,908 142,985
Other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 24,084 37,285 31,910
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,253) (32,495) (26,815)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62,932) (83,921) (101,790)
Research and development expenses /H1118/H1118/H1118/H1118/H11186 (177,026) (242,204) (266,036)
Impairment losses on financial assets, net /H1118 6 2,814 70 3,278
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,111) (5,776) (12,332)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (874) (3,853) (1,531)
LOSS BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (232,105) (308,986) (230,331)
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 –––
LOSS FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(232,105) (308,986) (230,331)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(232,105) (308,986) (230,331)
LOSS PER SHARE A TTRIBUTABLE TO
ORDINARY EQUITY HOLDERS OF
THE PARENT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812
Basic (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(0.63) (0.83) (0.61)
Diluted (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(0.63) (0.83) (0.61)
APPENDIX I ACCOUNTANTS’ REPORT
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
LOSS FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(232,105) (308,986) (230,331)
OTHER COMPREHENSIVE INCOME
Other comprehensive income that may be
reclassified to profit or loss in subsequent
periods:
Exchange differences on translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,628 55 (768)
Net other comprehensive income that may be
reclassified to profit or loss in subsequent
periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,628 55 (768)
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,628 55 (768)
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(228,477) (308,931) (231,099)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(228,477) (308,931) (231,099)
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 295 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 49,787 43,970 38,014
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(a) 5,693 4,738 2,772
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 4,387 16,833 9,986
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 22,029 29,316 35,427
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(c) 40,792 61,591 20,836
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118122,688 156,448 107,035
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 373,205 321,859 237,883
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 64,698 102,661 292,405
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 71,188 92,813 43,148
Financial assets at fair value through profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 247,461 415,441 –
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 1,308 558 –
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(c) 136,821 21,916 42,550
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(b) 7,083 9,194 1,253
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(a) 189,741 104,831 379,743
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,091,505 1,069,273 996,982
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 48,492 34,171 57,158
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 33,728 40,221 65,702
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 7,039 4,655 20,217
Interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 30,026 150,815 140,000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) 3,411 3,427 2,193
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 4,168 2,041 134
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 – – 329
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,864 235,330 285,733
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118964,641 833,943 711,249
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,087,329 990,391 818,284
NON-CURRENT LIABILITIES
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) 2,441 1,325 476
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 915 270 317
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 1,077 – –
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,433 1,595 793
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,082,896 988,796 817,491
EQUITY
Equity attributable to owners of the parent
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 369,070 374,920 374,920
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 713,826 613,876 442,571
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,082,896 988,796 817,491
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 296 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to owners of the parent
Share
capital
Capital
reserve*
Exchange
fluctuation
reserve*
Share-based
payment
reserve*
Accumulated
losses*
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 27) (note 29) (note 28)
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118369,070 754,025 (1,653) 162,006 13,699 1,297,147
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (232,105) (232,105)
Other comprehensive income
for the year:
Exchange differences on translation
of foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,628 – – 3,628
Total comprehensive income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,628 – (232,105) (228,477)
Issue of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (567) – – – (567)
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 14,793 – 14,793
At 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118369,070 753,458 1,975 176,799 (218,406) 1,082,896
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (308,986) (308,986)
Other comprehensive income
for the year:
Exchange differences on translation
of foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5 5–– 5 5
Total comprehensive income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 55 – (308,986) (308,931)
Issue of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,850 124,150 – – – 130,000
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 84,831 – 84,831
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374,920 877,608 2,030 261,630 (527,392) 988,796
Attributable to owners of the parent
Share
capital
Capital
reserve*
Exchange
fluctuation
reserve*
Share-based
payment
reserve*
Accumulated
losses*
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 27) (note 29) (note 28)
At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374,920 877,608 2,030 261,630 (527,392) 988,796
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (230,331) (230,331)
Other comprehensive income
for the year:
Exchange differences on
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (768) – – (768)
Total comprehensive income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (768) – (230,331) (231,099)
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 59,794 – 59,794
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118374,920 877,608 1,262 321,424 (757,723) 817,491
* These reserve accounts represent the total consolidated reserves of RMB713,826,000, RMB613,876,000 and
RMB442,571,000 in the consolidated statements of financial position as at 31 December 2023, 2024 and 2025,
respectively.
In December 2022, pursuant to the resolution in the shareholders’ meeting, the shareholders of the Company approved
the conversion of the Company into a joint stock company with limited liabilities, whereby an amount of
RMB567,251,000 was transferred from the Company’s capital reserve to retained earnings, in compliance with the
applicable regulatory requirements for corporate restructuring. Upon completion of the transfer, the retained earnings
of the Company as at the conversion date turned from an accumulated losses to a positive balance of RMB13,699,000.
The transfer described above is an internal reallocation among components of reserves, which does not change the
total amount of the Group’s total reserves.
APPENDIX I ACCOUNTANTS’ REPORT
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CONSOLIDATED STATEMENT OF CASH FLOWS
Y ear ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
CASH FLOWS FROM OPERA TING ACTIVITIES
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(232,105) (308,986) (230,331)
Adjustments for:
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 874 3,853 1,531
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (7,262) (17,529) (17,420)
Fair value gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (10,008) (5,911) (3,640)
Gains on disposal of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (2) – –
Depreciation of property, plant and equipment /H1118/H111813 8,907 9,695 9,544
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 3,706 4,206 4,409
Amortisation of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H111815 4,651 6,087 7,119
(Reversal of impairment)/Impairment of trade
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 (2,777) 475 (3,237)
Reversal of impairment of financial assets
included in prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 (37) (545) (41)
Write-off of other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 – 5,770 –
Provision for inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 53,163 25,279 12,664
Share-based compensation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 14,793 84,831 59,794
Exchange (gains)/losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,956 (3,302) 20,431
(161,141) (196,077) (139,177)
Decrease/(increase) in trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118165,312 (36,011) (186,507)
Decrease/(increase) in prepayments, other
receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,570 (32,199) 46,572
(Increase)/decrease in inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(170,980) 26,067 71,312
(Decrease)/increase in contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,298) (2,384) 15,562
Decrease in provisions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,229) (2,772) (1,860)
Increase/(decrease) in trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,711 (14,321) 22,987
(Decrease)/increase in other payables and accruals /H1118 (23,421) 6,493 23,348
Cash used in operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(166,476) (251,204) (147,763)
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,067 15,587 14,350
Tax refund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 9 0––
Net cash flows used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118(160,719) (235,617) (133,413)
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 298 ---
Y ear ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,956) (6,851) (2,834)
Purchase of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(779) (18,532) (274)
Proceeds from disposal of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183– 2 0
Placement of time deposits with original maturity
more than three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(155,829) (41,312) (60,791)
Maturity of time deposits with original maturity
more than three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118130,000 135,418 80,912
Purchases of wealth management products and
structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,557,000) (1,833,866) (436,427)
Maturity of wealth management products and
structured deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,787,961 1,672,547 856,395
Placement of pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,083) (9,433) (2,845)
Maturity of pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,322 10,786
Interest received from time deposits with original
maturity more than three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,195 1,942 3,070
Net cash flows from/(used in) investing activities /H1118 192,512 (92,765) 448,012
CASH FLOWS FROM FINANCING ACTIVITIES
New interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890,000 150,000 140,000
Repayments of interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118(75,344) (29,211) (150,815)
Interest paid for interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118 (639) (3,655) (1,415)
Maturity of pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,370 – –
Lease payments including interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,945) (4,549) (4,642)
Issue of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 – 130,000 –
Payment of listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (1,680)
Payment of share issue expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(567) – –
Net cash flows from/(used in) financing activities /H1118 24,875 242,585 (18,552)
NET INCREASE/(DECREASE) IN CASH AND
CASH EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111856,668 (85,797) 296,047
Cash and cash equivalents at beginning of year /H1118/H1118/H1118 132,265 189,741 104,831
Effect of foreign exchange rate changes, net /H1118/H1118/H1118/H1118/H1118 808 887 (21,135)
CASH AND CASH EQUIV ALENTS A T END OF
YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,741 104,831 379,743
ANAL YSIS OF BALANCES OF CASH AND
CASH EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118333,645 135,941 423,546
Less: Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(c) 136,821 21,916 42,550
Less: Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(b) 7,083 9,194 1,253
Cash and cash equivalents as stated in the
statement of financial position and statement of
cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
189,741 104,831 379,743
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 299 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 1,172 706 713
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(a) 4,912 3,428 1,753
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 2,427 2,074 1,440
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 216,404 342,646 551,153
Prepayments, other receivables and other assets /H111816 6,273 7,203 4,666
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(c) 30,745 51,301 20,836
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118261,933 407,358 580,561
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 193 190 –
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 1,705 17,080 25,850
Prepayments, other receivables and other assets /H111816 856,460 962,787 725,461
Financial assets at fair value through profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 67,041 30,020 –
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(b) 20,682 – 31,970
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821(a) 59,822 16,201 3,702
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,005,903 1,026,278 786,983
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 108,222 130,848 147,966
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 6,067 10,977 22,906
Interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 30,026 80,815 60,000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) 2,808 2,754 1,484
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 4,550 4,550 8,416
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 253 135 120
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118151,926 230,079 240,892
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118853,977 796,199 546,091
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,115,910 1,203,557 1,126,652
NON-CURRENT LIABILITIES
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) 2,286 798 299
Provision /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 915 270 317
Total non-current liabilities
/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,201 1,068 616
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,112,709 1,202,489 1,126,036
EQUITY
Equity attributable to owners of the parent
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 369,070 374,920 374,920
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 743,639 827,569 751,116
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,112,709 1,202,489 1,126,036
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 300 ---
II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE AND GROUP INFORMATION
Viewtrix Technology Co., Ltd (formerly known as “Shenzhen Viewtrix Technology Co., Ltd.”, hereinafter “the
Company”) was registered in the People’s Republic of China (hereinafter referred to as “PRC”) as a limited liability company
in 2012. In December 2022, the Company was converted into a joint stock limited company. The registered office of the
Company is located at No. 20 GaoXin South 7th Road, High-Tech Zone Community, Y uehai Subdistrict, Nanshan District,
Shenzhen.
During the Relevant Periods, the Company and its subsidiaries (collectively, the “Group”) were principally engaged
in the research, design, and sale of organic light-emitting diode (“OLED”) display driver chips and technical services.
As at the date of this report, the Company had direct interests in its subsidiaries, all of which are private limited
liability companies, the particulars of the subsidiaries are set out below:
Name Notes
Place and date of
incorporation/
registration and place
of business
Issued ordinary/
registered share
capital
Percentage of
equity directly
attributable to
the Company Principal activities
Kunshan Y unyinggu
Electronic Technology
Co., Ltd.* (ԋ
ʮ̡) /H1118/H1118/H1118
a PRC/Chinese
mainland
22 June 2018
RMB60,000,000 100% Research, design
and sale of chip
products
Hong Kong Viewtrix
Technology Limited (࠰
ʮ
̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
b Hong Kong
27 September
2019
USD100,000 100% Research, design
and sale of chip
products
Chengdu Y unyinggu
Technology Co., Ltd.*
(ʮ
̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
c PRC/Chinese
mainland
14 April 2024
RMB100,000,000 100% Research, design
and sale of chip
products
Notes:
(a) The statutory financial statements of this entity for the years ended 31 December 2023 and 2024 prepared in
accordance with the China Accounting Standards for Business Enterprises were audited by Beijing Huameng
Accounting Firm (General Partnership) (ה(౷ஷΥྫ)), certified public accountants
registered in the Chinese mainland. The statutory financial statements of this entity for the year ended 31
December 2025 prepared in accordance with the China Accounting Standards for Business Enterprises were
audited by Pengsheng Certified Public Accountants (Special General Partnership) (ה(౷
ஷΥྫ)), certified public accountants registered in the Chinese mainland.
(b) No audited financial statements have been prepared for this entity for the years ended 31 December 2023, 2024
and 2025.
(c) The statutory financial statements of this entity for the year ended 31 December 2024 prepared in accordance
with the China Accounting Standards for Business Enterprises were audited by Beijing Huameng Accounting
Firm (General Partnership) (ה(౷ஷΥྫ)), certified public accountants registered in the
Chinese mainland. The statutory financial statements of this entity for the year ended 31 December 2025
prepared in accordance with the China Accounting Standards for Business Enterprises were audited by
Pengsheng Certified Public Accountants (Special General Partnership) (ה(౷ஷΥྫ)),
certified public accountants registered in the Chinese mainland.
* The English names of the PRC companies above represent management’s best efforts in translating the Chinese
names of these companies as no English names have been registered.
The Company
The carrying amounts of the Company’s investments in subsidiaries are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Investments, at cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118216,404 342,646 551,153
2.1 BASIS OF PREPARATION
The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards, which
comprise all standards and interpretations as issued by the International Accounting Standards Board (“IASB”).
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 301 ---
All IFRS Accounting Standards effective for the accounting period commencing from 1 January 2025 together with
the relevant transitional provisions, have been adopted by the Group in the preparation of the Historical Financial
Information throughout the Relevant Periods.
The Historical Financial Information has been prepared under the historical cost convention, except for financial
assets at fair value through profit or loss and derivative financial instruments which have been measured at fair value at the
end of each of the Relevant Periods.
Basis of consolidation
The consolidated financial statement includes the financial statements of the Group for the Relevant Periods. A
subsidiary is an entity, directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed,
or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through
its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the
investee).
Generally, there is a presumption that a majority of voting rights results in control. When the Company has, directly
or indirectly, less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other contractual arrangements; and
(c) the Group’s voting rights and potential voting rights.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using
consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains control,
and continue to be consolidated until the date that such control ceases.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent of the
Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control described above. A change in the ownership interest of a subsidiary, without
a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, any
non-controlling interest and the exchange fluctuation reserve; and recognises the fair value of any investment retained and
any resulting surplus or deficit in profit or loss. The Group’s share of components previously recognised in other
comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis as would be
required if the Group had directly disposed of the related assets or liabilities.
2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
The Group has not applied the following new and amended IFRS Accounting Standards, that have been issued but
are not yet effective, in the Historical Financial Information. The Group intends to apply these new and amended IFRS
Accounting Standards, if applicable, when they become effective.
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial Statements
2
IFRS 19 and its amendments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures 3
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118Amendments to the Classification and Measurement of Financial
Instruments 1
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS 10 and IAS 28 /H1118/H1118/H1118Sale or Contribution of Assets between an Investor and its
Associate or Joint V enture 3
Annual Improvements to IFRS Accounting
Standards – V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 1
Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Translation to a Hyperinflationary Presentation Currency 2
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
The application of IFRS 18 will have no impact on the consolidated statements of financial position of the Group,
but will have impact on the presentation of the consolidated statements of profit or loss. Except for IFRS 18, the directors
of the Company anticipate that the application of these new and amended IFRS Accounting Standards will have no material
impact on the Group’s financial performance and financial position in the foreseeable future.
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2.3 MATERIAL ACCOUNTING POLICIES
Fair value measurement
The Group measures its certain of wealth management products, structure deposits and derivative financial
instruments at fair value at the end of each reporting period. Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in
the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for
the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an
asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use
the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:
Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines
whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level
input that is significant to the fair value measurement as a whole) at the end of each reporting period.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than
inventories, contract assets, deferred tax assets and financial assets), the asset’s recoverable amount is estimated. An asset’s
recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs of disposal,
and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those
from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to
which the asset belongs.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to
the statement of profit or loss in the period in which it arises in those expense categories consistent with the function of the
impaired asset.
An assessment is made at the end of each reporting period as to whether there is an indication that previously
recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable
amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there has
been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the
carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment loss been
recognised for the asset in prior years. A reversal of such an impairment loss is credited to the statement of profit or loss
in the period in which it arises.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the Group;
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or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow
subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity
related to the Group;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity); and
(viii) the entity, or any member of a group of which it is a part, provides key management personnel services
to the Group or to the parent of the Group.
Property, plant and equipment and depreciation
Property, plant and equipment, other than construction in progress, are stated at cost less accumulated depreciation
and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and any
directly attributable costs of bringing the asset to its working condition and location for its intended use.
Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and
maintenance, is normally charged to the statement of profit or loss in the period in which it is incurred. In situations where
the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the asset
as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group
recognises such parts as individual assets with specific useful lives and depreciates them accordingly.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and equipment
to its residual value over its estimated useful life. The principal annual rates used for this purpose are as follows:
Categories Principal annual rates
Machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812%
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819%-32%
Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824%
Furniture and fixtures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819%-32%
Leasehold improvement /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833%
Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated
on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives and the
depreciation method are reviewed, and adjusted if appropriate, at least at the end of each reporting period.
An item of property, plant and equipment including any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement
recognised in the statement of profit or loss in the year the asset is derecognised is the difference between the net sales
proceeds and the carrying amount of the relevant asset.
Intangible assets (other than goodwill)
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired
in a business combination is the fair value at the date of acquisition. The useful lives of intangible assets are assessed to be
either finite or indefinite. Intangible assets with finite lives are subsequently amortised over the useful economic life and
assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period
and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting
period.
Software
Purchased software is stated at cost less any impairment losses and is amortised on the straight-line basis over its
estimated useful life of 2 to 10 years.
Research and development costs
All research costs are charged to the statement of profit or loss as incurred.
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Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group can
demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention
to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of
resources to complete the project and the ability to measure reliably the expenditure during the development. Product
development expenditure which does not meet these criteria is expensed when incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease
if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and
leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing
the right to use the underlying assets.
(a) Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying asset
is available for use). Right-of-use assets are measured at cost, less accumulated depreciation and any impairment
losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount
of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement
date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter
of the lease terms and the estimated useful lives of the assets as follows:
Buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 to 73 months
If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects the
exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
(b) Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments)
less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected
to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option
reasonably certain to be exercised by the Group and payments of penalties for termination of a lease, if the lease term
reflects the Group exercising the option to terminate the lease. The variable lease payments that do not depend on an
index or a rate are recognised as an expense in the period in which the event or condition that triggers the payment
occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for
the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification,
a change in the lease term, a change in lease payments (e.g., a change to future lease payments resulting from a change
in an index or rate) or a change in assessment of an option to purchase the underlying asset.
(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of buildings and
machinery (that is those leases that have a lease term of 12 months or less from the commencement date and do not
contain a purchase option). It also applies the recognition exemption for leases of low-value assets to leases of office
equipment and laptop computers that are considered to be of low value.
Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a
straight-line basis over the lease term.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost and fair value
through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not
contain a significant financing component or for which the Group has applied the practical expedient of not adjusting the
effect of a significant financing component, the Group initially measures a financial asset at its fair value plus in the case
of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a
significant financing component or for which the Group has applied the practical expedient are measured at the transaction
price determined under IFRS 15 in accordance with the policies set out for “Revenue recognition” below.
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In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive
income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount
outstanding. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or
loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to
generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows,
selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business
model with the objective to hold financial assets in order to collect contractual cash flows, while financial assets classified
and measured at fair value through other comprehensive income are held within a business model with the objective of both
holding to collect contractual cash flows and selling. Financial assets which are not held within the aforementioned business
models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally established by
regulation or convention in the marketplace are recognised on the trade date, that is, the date that the Group commits to
purchase or sell the asset.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method and are
subject to impairment. Gains and losses are recognised in the statement of profit or loss when the asset is
derecognised, modified or impaired.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value
with net changes in fair value recognised in the statement of profit or loss.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
 the rights to receive cash flows from the asset have expired; or
 the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and
either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has
neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control
of the asset.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value
through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective
interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements
that are integral to the contractual terms.
General approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit
risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the
next 12 months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk
since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure,
irrespective of the timing of the default (a lifetime ECL).
At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased significantly
since initial recognition. When making the assessment, the Group compares the risk of a default occurring on the financial
instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial
recognition and considers reasonable and supportable information that is available without undue cost or effort, including
historical and forward-looking information.
The Group considers a financial asset in default when internal or external information indicates that the Group is
unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by
the Group.
The Group assesses on a forward looking basis the expected credit losses and the impairment methodology applied
depends on whether there has been a significant increase in credit risk.
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A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Financial assets at amortised cost are subject to impairment under the general approach and they are classified within
the following stages for measurement of ECLs except for trade receivables and contract assets which apply the simplified
approach as detailed below.
Stage 1 – Financial instruments for which credit risk has not increased significantly since initial recognition
and for which the loss allowance is measured at an amount equal to 12-month ECLs
Stage 2 – Financial instruments for which credit risk has increased significantly since initial recognition but
that are not credit-impaired financial assets and for which the loss allowance is measured at an
amount equal to lifetime ECLs
Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased or
originated credit-impaired) and for which the loss allowance is measured at an amount equal to
lifetime ECLs
Simplified approach
For trade receivables that do not contain a significant financing component or when the Group applies the practical
expedient of not adjusting the effect of a significant financing component, the Group applies the simplified approach in
calculating ECLs. Under the simplified approach, the Group does not track changes in credit risk, but instead recognises a
loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based
on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as loans and borrowings or payables as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
The Group’s financial liabilities include trade payables, other payables and interest-bearing bank loans.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortised cost (Trade payables, other payables and interest-bearing bank loans)
After initial recognition, trade payables, other payables and interest-bearing bank loans are subsequently
measured at amortised cost, using the effective interest rate method unless the effect of discounting would be
immaterial, in which case they are stated at cost. Gains and losses are recognised in the statement of profit or loss
when the liabilities are derecognised as well as through the effective interest rate amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance
costs in the statement of profit or loss.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition
of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is
recognised in the statement of profit or loss.
Derivative financial instruments
Initial recognition and subsequent measurement
The Group uses derivative financial instruments, such as foreign exchange option and currency swap, to hedge its
foreign currency risk, respectively. Such derivative financial instruments are initially recognised at fair value on the date on
which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets
when the fair value is positive and as liabilities when the fair value is negative.
Any gains or losses arising from changes in fair value of derivatives are taken directly to the statement of profit or
loss.
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Inventories
Inventories are stated at the lower of cost and net realisable value. Costs are determined on the weighted average basis
and, in the case of work in progress and finished goods, comprises direct materials, direct labour and an appropriate
proportion of overheads. Net realisable value is based on estimated selling prices less any estimated costs to be incurred to
completion and disposal.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and at banks, and short-term
highly liquid deposits with a maturity of generally within three months that are readily convertible into known amounts of
cash, subject to an insignificant risk of changes in value and held for the purpose of meeting short-term cash commitments.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand and
at banks, and short-term deposits as defined above, less bank overdrafts which are repayable on demand and form an integral
part of the Group’s cash management.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event and
it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can
be made of the amount of the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present value at the end of
each reporting period of the future expenditures expected to be required to settle the obligation. The increase in the
discounted present value amount arising from the passage of time is included in finance costs in the statement of profit or
loss.
The Group provides for warranties in relation to the OLED display driver chips. Provisions for these assurance-type
warranties granted by the Group are initially recognised based on sales volume and past experience of compensation
expenses. The estimation is reviewed on an ongoing basis and is revised when appropriate.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss is
recognised outside profit or loss, either in other comprehensive income or directly in equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of each reporting
period, taking into consideration interpretations and practices prevailing in the countries in which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of each reporting period
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences;
and
 in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint
ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, and the carry-forward of unused tax
credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax
losses can be utilised, except:
 when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and
deductible temporary differences; and
 in respect of deductible temporary differences associated with investments in subsidiaries, associates and joint
ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences
will reverse in the foreseeable future and taxable profit will be available against which the temporary
differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to
be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the
extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset
to be recovered.
APPENDIX I ACCOUNTANTS’ REPORT
– I-18 –


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Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset
is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the
end of each of the Relevant Periods.
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to
set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income
taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either
to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in
each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be
received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognised as
income on a systematic basis over the periods that the costs, for which it is intended to compensate, are expensed.
Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to the
statement of profit or loss over the expected useful life of the relevant asset by equal annual instalments.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of goods or services is transferred to the customers
at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which
the Group will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is
estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount
of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is
subsequently resolved.
When the contract contains a financing component which provides the customer with a significant benefit of financing
the transfer of goods or services to the customer for more than one year, revenue is measured at the present value of the
amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction between
the Group and the customer at contract inception. When the contract contains a financing component which provides the
Group with a significant financial benefit for more than one year, revenue recognised under the contract includes the interest
expense accreted on the contract liability under the effective interest method. For a contract where the period between the
payment by the customer and the transfer of the promised goods or services is one year or less, the transaction price is not
adjusted for the effects of a significant financing component, using the practical expedient in IFRS 15.
(a) Sale of goods
The Group sells active matrix organic light emitting diode (“AMOLED”) display driver integrated circuit
(“DDIC”) and Micro-OLED display backplanes/drivers. Sales revenue are recognised when control of the goods has
been transferred to the customers, and there is no unfulfilled obligation that could affect the customer’s acceptance
of the goods.
The Group provides sales rebate and discounts to certain customers for sales of AMOLED DDIC and
Micro-OLED display backplanes/drivers, and the relevant revenue is recognised based on contract consideration net
of the estimated sales rebate and discount amount.
AMOLED DDIC and Micro-OLED display backplanes/drivers are often sold with volume rebates. To estimate
the variable consideration for the expected future rebates, the most likely amount method is used for contracts with
a single-volume threshold and the expected value method for contracts with more than one volume threshold. The
selected method that best predicts the amount of variable consideration is primarily driven by the number of volume
thresholds contained in the contract. The requirements on constraining estimates of variable consideration are applied
and a refund liability for the expected future rebates is recognised.
(b) Rendering of services
The services rendered include technology support services and development services. Should one of the
following conditions is satisfied, service provided by the Group, is a performance obligation performed within a
certain period of time: (i) the customer simultaneously receives and consumes the benefits as the Group performs; (ii)
the Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced;
or (iii) the asset delivered has no alternative use and the Group has an enforceable right to payment for performance
completed to date. The Group recognises revenue from provision of technology support services within a period of
time in accordance with the progress of contract performance because the customer simultaneously receives and
consumes the benefits provided by the Group and recognises revenue from the provision of development services at
the point in time when the services are rendered and accepted by the customers.
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 309 ---
Other income
Interest income is recognised on an accrual basis using the effective interest method by applying the rate that exactly
discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, when
appropriate, to the net carrying amount of the financial asset.
Contract liabilities
A contract liability is recognised when a payment is received or a payment is due (whichever is earlier) from a
customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the
Group performs under the contract (i.e., transfers control of the related goods or services to the customer).
Share-based payments
The Company operates several equity-settled, share-based compensation plans (the “Plan”). Employees (including
directors) of the Group receive remuneration in the form of share-based payments, whereby employees render services in
exchange for equity instruments (“equity-settled transactions”). The cost of equity-settled transactions with employees is
measured by reference to the fair value at the date at which they are granted. The fair value is determined by an external
valuer based on investors’ recent capital contribution price and valuation models, further details of which are given in note
28 to the Historical Financial Information.
The cost of equity-settled transactions is recognised in employee benefit expense, together with a corresponding
increase in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense
recognised for equity-settled transactions at the end of each reporting period until the vesting date reflects the extent to which
the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest.
The charge or credit to the statement of profit or loss for a period represents the movement in the cumulative expense
recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date fair value
of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of
equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any
other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting
conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award
unless there are also service and/or performance conditions.
For awards that do not ultimately vest because non-market performance and/or service conditions have not been met,
no expense is recognised. Where awards include a market or non-vesting condition, the transactions are treated as vesting
irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service
conditions are satisfied.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had
not been modified, if the original terms of the award are met. In addition, an expense is recognised for any modification that
increases the total fair value of the share-based payments, or is otherwise beneficial to the employee as measured at the date
of modification. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and
any expense not yet recognised for the award is recognised immediately.
Other employee benefits
Pension schemes
The employees of the Group’s subsidiaries which operate in Chinese mainland are required to participate in a central
pension scheme operated by the local municipal government. The Group is required to contribute a certain percentage of their
payroll costs to the central pension scheme. The contributions are charged to the statements of profit or loss as they become
payable in accordance with the rules of the central pension scheme.
The Group operates a defined contribution Mandatory Provident Fund retirement benefit scheme (the “MPF Scheme”)
under the Mandatory Provident Fund Schemes Ordinance for all of its employees in Hong Kong. Contributions are made
based on a percentage of the employees’ basic salaries and are charged to the statement of profit or loss as they become
payable in accordance with the rules of the MPF Scheme. The assets of the MPF Scheme are held separately from those of
the Group in an independently administered fund. The Group’s employer contributions vest fully with the employees when
contributed into the MPF Scheme.
Borrowing costs
All borrowing costs are expensed in the periods in which they are incurred. Borrowing costs consist of interest and
other costs that an entity incurs in connection with the borrowing of funds.
Foreign currencies
The Historical Financial Information is presented in RMB, which is the Company’s functional currency. Each entity
in the Group determines its own functional currency and items included in the financial statements of each entity are
measured using that functional currency. Foreign currency transactions recorded by the entities in the Group are initially
recorded using their respective functional currency rates prevailing at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies are translated at the functional currency rates of exchange ruling at the end of
each reporting period. Differences arising on settlement or translation of monetary items are recognised in the statement of
profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 310 ---
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of
a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value
of the item (i.e., translation difference on the item whose fair value gain or loss is recognised in other comprehensive income
or profit or loss is also recognised in other comprehensive income or profit or loss, respectively).
The functional currencies of certain overseas subsidiaries are currencies other than RMB. As at the end of the
reporting period, the assets and liabilities of these entities are translated into RMB at the exchange rates prevailing at the
end of the reporting period and their statements of profit or loss are translated into RMB at the exchange rates that
approximate to those prevailing at the dates of the transactions.
The resulting exchange differences are recognised in other comprehensive income and accumulated in the exchange
fluctuation reserve, except to the extent that the differences are attributable to non-controlling interests. On disposal of a
foreign operation, the cumulative amount in the reserve relating to that particular foreign operation is recognised in the
statement of profit or loss.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts
of assets and liabilities arising on acquisition are treated as assets and liabilities of the foreign operation and translated at
the closing rate.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s Historical Financial Information required management to make judgements, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying
disclosures. Uncertainty about these assumptions and estimates could result in outcomes that could require a material
adjustment to the carrying amounts of the assets or liabilities affected in the future.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, apart
from those involving estimations, which have the most significant effect on the amounts recognised in the Historical
Financial Information:
Deferred tax assets
Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that it is
probable that taxable profit will be available against which the deductible temporary differences and the unused tax losses
can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.
The Group had tax losses carried forward of RMB636,918,000, RMB872,719,000 and RMB1,195,432,000 as at 31
December 2023, 2024 and 2025, respectively. These losses related to the Company and subsidiaries that have a history of
losses, have not expired, and may not be used to offset taxable income elsewhere in the Group. The Company and the
subsidiaries have neither any taxable temporary difference nor any tax planning opportunities available that could partly
support the recognition of these losses as deferred tax assets. On this basis, the Group has determined that it cannot recognise
deferred tax assets on the tax losses carried forward. Further details are included in note 10 to the Historical Financial
Information.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each of the
Relevant Periods, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, are described below.
Provision for expected credit losses on trade receivables
Provision for impairment of trade receivables is made based on an assessment of expected credit losses on trade
receivables. The assessment of expected credit losses requires management’s judgement and estimates. Trade receivables
relating to customers with known financial difficulties or significant doubt on collection are assessed individually for
impairment allowance. The remaining trade receivables are grouped based on ageing of bills from various customer segments
with similar loss patterns and are collectively assessed for impairment allowance.
Under the collective approach, the Group uses a provision matrix to calculate ECLs for trade receivables. The
provision rates are based on ageing analysis of customers that have similar loss patterns. The provision matrix is initially
based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust the historical credit loss
experience with forward-looking information. At end of Relevant Periods, the historical observed default rates are updated
and changes in the forward-looking estimates are analysed.
The assessment of the correlation among historical observed default rates, forecast economic conditions and ECLs is
a significant estimate. The amount of ECLs is sensitive to changes in circumstances and forecast economic conditions. The
Group’s historical credit loss experience and forecast of economic conditions may also not be representative of a customer’s
actual default in the future. The information about the ECLs on the Group’s trade receivables is disclosed in note 19 to the
Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 311 ---
Leases — Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an incremental
borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow
over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use
asset in a similar economic environment. The IBR therefore reflects what the Group “would have to pay”, which requires
estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or
when it needs to be adjusted to reflect the terms and conditions of the lease. The Group estimates the IBR using observable
inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the
subsidiary’s stand-alone credit rating).
Warranty provisions
Provisions for warranties granted by the Group for the AMOLED DDIC and Micro-OLED display backplanes/drivers
sold are recognised based on sales volumes and past experiences of compensation expenses. The estimate of unit warranty
cost may not be equal to the actual warrant costs in the future. The Group reassesses the unit warranty cost at least annually
and the unit warranty cost is revised when appropriate. The information about the provisions for warranties is disclosed in
note 26 to the Historical Financial Information.
Net realisable value of inventories
Inventories are stated at the lower of cost and net realizable value at the end of each reporting period. The net
realisable value is the estimated selling price in the current course of business, less applicable costs, selling expenses and
tax charges. Management of the Group make the best estimate on the net realisable value and the corresponding impairment
of inventory, while the impairment assessment may still be significantly changed due to the change of market conditions.
Share-based payments
The Group operates employee incentive schemes for the purpose of providing incentives to the Company’s directors
and the Group’s employees. The grant date fair value of the shares of the employee incentive schemes was determined by
Black-Scholes Model based on investors’ recent capital injection price. The Group estimates the number of share awards
contingently issuable when determining the share-based payment expenses, which depends on the achievement of certain
non-market performance targets of the Group under employee incentive schemes. This requires an estimation of the
performance targets to be achieved by the Group, including the completion of initial public offering (“IPO”). Further details
are contained in note 28 to the Historical Financial Information.
4. OPERATING SEGMENT INFORMATION
Management has determined the operating segment based on the information reviewed by the Group’s chief operating
decision maker, who is responsible for allocating resources and assessing performance of the operating segment. The chief
operating decision maker has been identified as the executive directors of the Company.
For management purposes, the Group is organised into one single business unit that is the research, design, and sale
of AMOLED DDIC and Micro-OLED display backplanes/drivers in the PRC (including Hong Kong and Taiwan).
Management reviews the overall results and financial position of the Group as a whole based on the same accounting policies
set out in note 3. Accordingly, the Group has only a single operating segment and no further analysis of the single segment
is presented.
Geographical information
As the Group generated all of its revenues in the PRC (including Hong Kong and Taiwan) and its non-current assets
were located in PRC (including Hong Kong and Taiwan) during the Relevant Periods, no geographical information is
presented.
Information about major customers
The revenue generated from sales to customers which individually amounted to more than 10% of the Group’s total
revenue during each of the Relevant Periods is set out below:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Customer A /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,190 * *
Customer B /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118347,464 * *
Customer C /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118138,812 174,042 360,438
Customer D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118* 482,624 375,769
* Less than 10% of the Group’s revenue.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 312 ---
5. REVENUE, OTHER INCOME AND GAINS
An analysis of revenue is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Revenue from contracts with customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 891,304 1,105,659
Revenue from contracts with customers
(a) Disaggregated revenue information
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Types of goods or services
Sale of AMOLED DDICs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118601,437 816,033 802,338
Sale of Micro-OLED display backplanes/drivers /H1118/H1118/H1118 118,833 75,039 295,650
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134 232 7,671
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 891,304 1,105,659
Timing of revenue recognition
Transferred at a point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,373 891,304 1,105,659
Transferred over time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 1––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118720,404 891,304 1,105,659
The following table shows the amounts of revenue recognised in each of the reporting periods that were included in
the contract liabilities at the beginning of each reporting period:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Sales of goods or services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,134 2,489 4,655
(b) Performance obligations
Information about the Group’s performance obligations is summarised below:
Sale of AMOLED DDIC and Micro-OLED display backplanes/drivers
The Group mainly manufactures and sells AMOLED DDIC and Micro-OLED display backplanes/drivers to its
customers. Sales revenue are recognised when control of the goods is transferred to the customers, and there is no
unfulfilled obligation that could affect the customer’s acceptance of the goods. Payment is generally due from 30 to
90 days from delivery.
All contracts are for periods of one year or less. As permitted under IFRS 15, the transaction price allocated
to the unsatisfied contracts is not disclosed.
Others
The performance obligation is satisfied upon delivery of goods and rendering of services, and payment is
generally due on receipt of goods and completion of services. There was no unsatisfied performance obligation at the
end of each of the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 313 ---
Other income and gains
An analysis of other income and gains is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Other income
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,262 17,529 17,420
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,885 11,430 10,846
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 2 7–4
Sub-total other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,074 28,959 28,270
Gains
Gains on disposal of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182––
Fair value gains on financial assets at fair value
through profit or loss, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,008 5,911 3,640
Foreign exchange gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,415 –
Sub-total gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,010 8,326 3,640
Total other income and gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,084 37,285 31,910
6. LOSS BEFORE TAX
The Group’s loss before tax is arrived at after charging/(crediting):
Y ear ended 31 December
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
Cost of inventories sold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118664,048 844,117 950,010
Depreciation of property, plant and equipment* /H1118/H111813 8,907 9,695 9,544
Amortisation of other intangible assets* /H1118/H1118/H1118/H1118/H1118/H111815 4,651 6,087 7,119
Depreciation of right-of-use assets* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(a) 3,706 4,206 4,409
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118177,026 242,204 266,036
Lease payments not included in the measurement
of lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(c) 354 373 446
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190 308 357
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 24,660
Employee benefit expense (including directors’
and supervisors’ remuneration)
Wages and salaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118152,820 169,246 193,220
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,437 17,264 19,846
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 14,793 84,831 59,794
Impairment of financial assets, net:
(Reversal of impairment)/impairment of trade
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 (2,777) 475 (3,237)
Reversal of impairment of financial assets
included in prepayments, other receivables
and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 (37) (545) (41)
Write-off of other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,770 –
Write-down of inventories to net realisable value /H1118 53,163 25,279 12,664
Foreign exchange differences, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,764 (2,415) 12,330
Provision/(reversal of provision) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 3,165 (2,326) (1,860)
* The depreciation of property, plant and equipment, amortisation of other intangible assets, depreciation of
right-of-use assets and employee benefit expense are included in “Cost of sales”, “Selling and marketing
expenses”, “Administrative expenses”, and “Research and development expenses” in the consolidated
statements of profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 314 ---
7. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118639 3,655 1,415
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118235 198 116
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118874 3,853 1,531
8. DIRECTORS’, CHIEF EXECUTIVE’S AND SUPERVISORS’ REMUNERATION
Directors’, chief executive’s and supervisors’ remuneration for the Relevant Periods, disclosed pursuant to the Listing
Rules, section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part 2 of the Companies (Disclosure
of Information about Benefits of Directors) Regulation, is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118240 240 240
Other emoluments:
Salaries, allowances, bonuses and benefits
in kind* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,390 8,381 9,961
Share-based compensation expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(56) 5,730 3,701
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,334 14,111 13,662
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,574 14,351 13,902
* Certain executive directors and supervisors of the Company are entitled to bonus payments which are related
to the decision of remuneration committee.
Certain directors were granted shares, in respect of their services to the Group, under the share-based compensation
plan of the Company, further details of which are set out in note 28 to the Historical Financial Information. The fair values
of the share-based compensation, which are recognised in the statements of profit or loss over the vesting period, were
determined as at the dates of grant and the amounts included in the Historical Financial Information during the Relevant
Periods are included in the above directors’ and supervisors’ remuneration disclosures.
(a) Independent non-executive directors
The fees paid to independent non-executive directors during the Relevant Periods were as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Mr. Jiang Yimin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118120 120 120
Ms. Zhou Xinru /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118120 120 120
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118240 240 240
These independent non-executive directors of the Company were appointed on 20 December 2022.
There were no other emoluments payable to the independent non-executive directors during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 315 ---
(b) Executive directors, non-executive directors and supervisors
Fees
Salaries,
allowances,
bonuses and
benefits in kind
Share-based
compensation
expenses Total remuneration
RMB’000 RMB’000 RMB’000 RMB’000
Y ear ended 31 December 2023
Executive directors:
Mr. Han Zhiyong (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,260 78 2,338
Mr. Gu Jing (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,380 – 2,380
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,640 78 4,718
Non-executive directors:
Ms. Zhan Jing (iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 643 (3) 640
Mr. Zhou Zhifeng (iii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 643 (3) 640
Supervisors:
Mr. Liu Xiaoqiang (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,495 (62) 1,433
Mr. Xu Haining (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,302 (69) 1,233
Ms. Gao Xiaoqing (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 310 – 310
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,107 (131) 2,976
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,390 (56) 8,334
Y ear ended 31 December 2024
Executive directors:
Mr. Han Zhiyong (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,559 3,773 6,332
Mr. Gu Jing (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,157 – 2,157
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,716 3,773 8,489
Non-executive directors:
Ms. Zhan Jing (iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 681 240 921
Mr. Zhou Zhifeng (iii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 681 240 921
Supervisors:
Mr. Liu Xiaoqiang (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,348 1,701 3,049
Mr. Xu Haining (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,306 16 1,322
Ms. Gao Xiaoqing (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 330 – 330
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,984 1,717 4,701
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,381 5,730 14,111
Y ear ended 31 December 2025
Executive directors:
Mr. Han Zhiyong (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,345 2,340 4,685
Mr. Gu Jing (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,781 – 3,781
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,126 2,340 8,466
Non-executive directors:
Ms. Zhan Jing (iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 777 166 943
Mr. Zhou Zhifeng (iii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 777 166 943
Supervisors:
Mr. Liu Xiaoqiang (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,403 1,183 2,586
Mr. Xu Haining (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,320 12 1,332
Ms. Gao Xiaoqing (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 335 – 335
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,058 1,195 4,253
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9,961 3,701 13,662
(i) Mr. Han Zhiyong was appointed as an executive director of the Company on 17 November 2020 and as
president of the Company.
(ii) Mr. Gu Jing was appointed as an executive director of the Company on 28 March 2013 and as chairman of the
board and chief executive officer of the Company.
(iii) Mr. Zhou Zhifeng was appointed as a non-executive director of the Company on 23 September 2019.
(iv) Ms. Zhan Jing was appointed as a non-executive director of the Company on 17 November 2020.
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 316 ---
(v) These supervisors of the Company were appointed on 20 December 2022.
(vi) The Company has abolished the board of supervisors in accordance with applicable corporate governance rules
in December 2025.
There was no arrangement under which a director waived or agreed to waive any remuneration during the Relevant
Periods.
9. FIVE HIGHEST PAID EMPLOYEES
The five individuals whose remunerations were the highest in the Group for the years ended 31 December 2023, 2024
and 2025 included 2, 1 and 2 directors respectively, details of whose remuneration are set out in note 8(b) above. Details
of the remunerations of the remaining 3, 4, and 3 individuals who are neither directors, supervisors nor the chief executive
of the Company during the years ended 31 December 2023, 2024 and 2025, respectively, are as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Salaries, allowances, bonuses and benefits in kind /H1118/H1118/H1118 7,489 11,577 8,388
Share-based compensation expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,046 25,138 12,843
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,535 36,715 21,231
The number of non-director, non-supervisor and non-chief executive highest paid employees whose remuneration fell
within the following bands is as follows:
Number of employees
Y ear ended 31 December
2023 2024 2025
Nil to HKD3,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181–1
HKD3,500,001 to HKD4,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––
HKD4,500,001 to HKD5,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1–
HKD5,500,001 to HKD6,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––
HKD6,500,001 to HKD7,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1–
HKD7,000,001 to HKD7,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––1
HKD11,500,001 to HKD12,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1–
HKD13,000,001 to HKD13,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––1
HKD17,500,001 to HKD18,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1–
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118343
During the year ended 31 December 2022, shares were granted to non-director, non-supervisor and non-chief
executive highest paid employees in respect of their services to the Group, under the share-based compensation plan of the
Company, further details of which are included in the disclosures in note 28 to the Historical Financial Information. The fair
values of the share-based compensation, which have been recognised in the statements of profit or loss over the vesting
periods, were determined as at the dates of grant and the amounts included in the Historical Financial Information for the
years ended 31 December 2023, 2024 and 2025 are included in the above non-director, non-supervisor and non-chief
executive highest paid employees’ remuneration disclosures.
10. INCOME TAX
The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions in which
members of the Group are domiciled and operate.
Chinese mainland
Under the PRC Corporate Income Tax Law and the respective regulations, the corporate income tax for the Company
and its subsidiaries is calculated at a statutory rate of 25%, on their estimated taxable profits for the year based on the
existing legislations, interpretations and practices in respect thereof.
A subsidiary of the Group, Kunshan Y unyinggu Electronic Technology Co., Ltd. was granted the qualification of high
and new technology enterprise (“HNTE”) on 13 December 2023 and was entitled to a preferential corporate income tax rate
of 15% from 13 December 2023 to 13 December 2026. This qualification is subject to review by the relevant tax authority
in the PRC every three years.
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 317 ---
Hong Kong
The subsidiaries incorporated in Hong Kong is subject to Hong Kong profits tax at the rate of 8.25% for taxable
income not exceeding HKD2,000,000, and 16.5% for taxable income exceeding HKD2,000,000 on any estimated assessable
profits arising in Hong Kong.
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
A reconciliation of the income tax expense applicable to loss before tax at the statutory tax rate in PRC in which the
Company is domiciled to the income tax expense at the effective tax rate is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(232,105) (308,986) (230,331)
Tax at PRC statutory tax rate of 25% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(58,026) (77,247) (57,583)
Effect of preferential or different tax rate /H1118/H1118/H1118/H1118/H1118/H1118/H11189,148 15,340 10,147
Share-based payment not deductible for tax /H1118/H1118/H1118/H1118/H1118/H11183,698 21,208 14,949
Expenses not deductible for tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118181 132 89
Effect of super deduction for research and
development costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,217) (12,916) (28,650)
Utilisation of tax losses not recognised in previous
periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16) – –
Tax losses and deductible temporary differences not
recognised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111869,232 53,483 61,048
Tax charge at the Group’s effective rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Deferred tax assets have not been recognised in respect of the following items:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Tax losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118636,918 872,719 1,195,432
Deductible temporary differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111874,573 50,104 34,670
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118711,491 922,823 1,230,102
The Group had accumulated tax losses arising in Chinese mainland of RMB599,194,000, RMB764,131,000 and
RMB974,848,000 as at 31 December 2023, 2024 and 2025, respectively, that would expire in one to ten years for offsetting
against future taxable profits of the Group.
The Group had accumulated tax losses arising in Hong Kong of RMB37,724,000, RMB108,588,000 and
RMB220,584,000 in aggregate as at 31 December 2023, 2024 and 2025, respectively, that would carry forward indefinitely.
Deferred tax assets have not been recognised in respect of these losses and deductible temporary differences as they
have arisen in the subsidiaries that have been loss-making for some time and it is not considered probable that taxable profits
in the foreseeable future will be available against which the tax losses can be utilised.
11. DIVIDENDS
No dividend was paid or declared by the Company during the Relevant Periods.
12. LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
The calculation of the basic loss per share amounts is based on the losses attributable to ordinary equity holders of
the parent, and the weighted average numbers of ordinary shares during the Relevant Periods.
No adjustment has been made to the basic loss per share amounts presented for the Relevant Periods in respect of a
dilution as the Group had no potentially dilutive ordinary shares in issue.
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 318 ---
The calculation of basic loss per share are based on:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss
Loss attributable to ordinary equity holders of the
parent, used in the basic loss per share
calculation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(232,105) (308,986) (230,331)
Number of shares
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Shares
Weighted average number of ordinary shares in
issue during the year used in the basic loss per
share calculation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118369,069,750 370,875,898 374,919,750
13. PROPERTY, PLANT AND EQUIPMENT
The Group
Machinery
Electronic
equipment
Motor
vehicles
Furniture and
fixtures
Leasehold
improvement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
As at 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,092 4,812 712 3,222 1,028 64,866
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(6,732) (1,931) (361) (1,084) (530) (10,638)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,360 2,881 351 2,138 498 54,228
As at 1 January 2023, net of
accumulated depreciation /H1118/H1118/H1118/H111848,360 2,881 351 2,138 498 54,228
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 466 – 3,940 – 4,406
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1) – – – (1)
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,542) (1,173) (39) (961) (192) (8,907)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118–3 4 – 2 7 –6 1
As at 31 December 2023, net of
accumulated depreciation /H1118/H1118/H1118/H111841,818 2,207 312 5,144 306 49,787
As at 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,092 5,324 712 7,198 1,028 69,354
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(13,274) (3,117) (400) (2,054) (722) (19,567)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,818 2,207 312 5,144 306 49,787
31 December 2024
As at 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,092 5,324 712 7,198 1,028 69,354
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(13,274) (3,117) (400) (2,054) (722) (19,567)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111841,818 2,207 312 5,144 306 49,787
As at 1 January 2024, net of
accumulated depreciation /H1118/H1118/H1118/H111841,818 2,207 312 5,144 306 49,787
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 912 – 2,487 437 3,836
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,542) (1,232) (114) (1,590) (217) (9,695)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118–2 1 – 2 1 –4 2
As at 31 December 2024, net of
accumulated depreciation /H1118/H1118/H1118/H111835,276 1,908 198 6,062 526 43,970
As at 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,092 6,293 712 9,737 1,465 73,299
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(19,816) (4,385) (514) (3,675) (939) (29,329)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,276 1,908 198 6,062 526 43,970
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 319 ---
Machinery
Electronic
equipment
Motor
vehicles
Furniture and
fixtures
Leasehold
improvement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
As at 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,092 6,293 712 9,737 1,465 73,299
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(19,816) (4,385) (514) (3,675) (939) (29,329)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,276 1,908 198 6,062 526 43,970
As at 1 January 2025, net of
accumulated depreciation /H1118/H1118/H1118/H111835,276 1,908 198 6,062 526 43,970
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,118 350 2,202 – 3,670
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (20) – (20)
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,543) (714) (139) (1,889) (259) (9,544)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (36) – (26) – (62)
As at 31 December 2025, net of
accumulated depreciation /H1118/H1118/H1118/H111828,733 2,276 409 6,329 267 38,014
As at 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,092 7,304 1,063 11,804 1,465 76,728
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(26,359) (5,028) (654) (5,475) (1,198) (38,714)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,733 2,276 409 6,329 267 38,014
The Company
Electronic
equipment
Motor
vehicles
Furniture and
fixtures
Leasehold
improvement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
As at 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,105 350 180 1,028 2,663
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(770) (21) (89) (530) (1,410)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118335 329 91 498 1,253
As at 1 January 2023, net of
accumulated depreciation /H1118/H1118/H1118/H1118335 329 91 498 1,253
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111898 – 305 – 403
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(145) (83) (64) (192) (484)
As at 31 December 2023, net of
accumulated depreciation /H1118/H1118/H1118/H1118288 246 332 306 1,172
As at 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,203 350 485 1,028 3,066
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(915) (104) (153) (722) (1,894)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118288 246 332 306 1,172
31 December 2024
As at 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,203 350 485 1,028 3,066
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(915) (104) (153) (722) (1,894)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118288 246 332 306 1,172
As at 1 January 2024, net of
accumulated depreciation /H1118/H1118/H1118/H1118288 246 332 306 1,172
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184–––4
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(114) (83) (82) (191) (470)
As at 31 December 2024, net of
accumulated depreciation /H1118/H1118/H1118/H1118178 163 250 115 706
As at 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,207 350 485 1,028 3,070
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(1,029) (187) (235) (913) (2,364)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178 163 250 115 706
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 320 ---
Electronic
equipment
Motor
vehicles
Furniture and
fixtures
Leasehold
improvement Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2025
As at 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,207 350 485 1,028 3,070
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(1,029) (187) (235) (913) (2,364)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118178 163 250 115 706
As at 1 January 2025, net of
accumulated depreciation /H1118/H1118/H1118/H1118178 163 250 115 706
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 350 13 – 396
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(78) (117) (79) (115) (389)
As at 31 December 2025, net of
accumulated depreciation /H1118/H1118/H1118/H1118133 396 184 – 713
As at 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,240 701 497 1,028 3,466
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118(1,107) (305) (313) (1,028) (2,753)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133 396 184 – 713
14. LEASES
The Group as a lessee
The Group has lease contracts for items of buildings. Leases of buildings generally have lease terms with from 24
to 73 months. Other equipment generally has lease terms of 12 months or less or is individually of low value.
(a) Right-of-use assets
The Group
The carrying amounts of the Group’s right-of-use assets and the movements during the Relevant Periods are
as follows:
Buildings
RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,376
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,023
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,706)
As at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,693
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,251
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,206)
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,738
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,443
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,409)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,772
The Company
The carrying amounts of the Company’s right-of-use assets and the movements during the Relevant Periods
are as follows:
Buildings
RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,580
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,023
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,691)
As at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,912
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,674
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,158)
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,428
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,568
Depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,243)
As at 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,753
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 321 ---
(b) Lease liabilities
The carrying amounts of lease liabilities and the movements during the Relevant Periods are as follows:
The Group
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at the beginning of the year /H1118/H1118/H1118/H1118/H11186,539 5,852 4,752
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,023 3,251 2,443
Accretion of interest recognised during the year /H1118/H1118/H1118 235 198 116
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,945) (4,549) (4,642)
Carrying amount at the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,852 4,752 2,669
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,411 3,427 2,193
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,441 1,325 476
The carrying amounts of lease liabilities and the movements during the Relevant Periods are as follows:
The Company
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at the beginning of the year /H1118/H1118/H1118/H1118/H11184,719 5,094 3,552
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,023 1,674 1,568
Accretion of interest recognised during the year /H1118/H1118/H1118 190 151 80
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,838) (3,367) (3,417)
Carrying amount at the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,094 3,552 1,783
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,808 2,754 1,484
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,286 798 299
The maturity analysis of lease liabilities is disclosed in note 36 to the Historical Financial Information.
(c) The amounts recognised in profit or loss in relation to leases are as follows:
The Group
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118235 198 116
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,706 4,206 4,409
Expense relating to short-term leases and leases of
low-value assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118354 373 446
Total amount recognised in profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H11184,295 4,777 4,971
The Company
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190 151 80
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,691 3,158 3,243
Expense relating to short-term leases and leases of
low-value assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864 18 358
Total amount recognised in profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H11182,945 3,327 3,681
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 322 ---
(d) The total cash outflows for leases are disclosed in note 30(c) to the Historical Financial Information.
15. OTHER INTANGIBLE ASSETS
The Group
Software
RMB’000
31 December 2023
At 1 January 2023, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,258
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118779
Amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,651)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181
At 31 December 2023, net of accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,387
As at 31 December 2023 and at 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,971
Accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,584)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,387
31 December 2024
At 1 January 2024, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,387
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,532
Amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,087)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181
At 31 December 2024, net of accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,833
At 31 December 2024 and at 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,509
Accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,676)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,833
31 December 2025
At 1 January 2025, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,833
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118274
Amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,119)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2)
At 31 December 2025, net of accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,986
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,772
Accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(23,786)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,986
The Company
Software
RMB’000
31 December 2023
At 1 January 2023, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,449
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118778
Amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,800)
At 31 December 2023, net of accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,427
As at 31 December 2023 and at 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,212
Accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,785)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,427
31 December 2024
At 1 January 2024, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,427
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,849
Amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,202)
At 31 December 2024, net of accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,074
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 323 ---
Software
RMB’000
At 31 December 2024 and at 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,061
Accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,987)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,074
31 December 2025
At 1 January 2025, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,074
Amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(634)
At 31 December 2025, net of accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,440
At 31 December 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,061
Accumulated amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,621)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,440
16. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-current portion
V alue-added-tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,853 27,374 34,943
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,136 872 250
Prepayments for equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,040 1,070 234
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,029 29,316 35,427
Current portion
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,516 7,167 1,946
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,268 75,145 31,652
Advance talent retention bonus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,002 10,557 5,751
Prepaid listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,813
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(598) (56) (14)
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,188 92,813 43,148
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893,217 122,129 78,575
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-Current portion
V alue-added-tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,386 6,532 4,611
Other receivables from third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118887 671 55
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,273 7,203 4,666
Current portion
Other receivables from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118855,751 932,154 720,380
Prepayments to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 29,484 –
Other receivables from third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118344 553 927
Prepayments to third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118365 598 349
Prepaid listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,813
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (2) (8)
Sub-total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118856,460 962,787 725,461
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118862,733 969,990 730,127
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 324 ---
As at 31 December 2023, 2024 and 2025, all remaining balances due from subsidiaries recorded in other receivables
were non-trade related, while prepayments to subsidiaries were trade related. These balances were interest-free and repayable
on demand.
At the end of each of the Relevant Periods, the ECLs of the financial assets included in prepayments, other receivables
and other assets were measured based on the 12-month expected credit loss if they were not past due and there was no
information indicating that the financial assets had a significant increase in credit risk since initial recognition. Otherwise,
they were measured based on the lifetime expected credit loss. An impairment analysis was performed at the end of each
of the Relevant Periods.
Deposits and other receivables had no historical default. Deposits and other receivables were categorised in stage 1
at the end of each of the Relevant Periods. In calculating the expected credit loss rate, the Group considers the historical
loss rate and adjusts for forward-looking macroeconomic data.
The movements in the loss allowance for impairment of other receivables are as follows:
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(624) (598) (56)
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 545 41
Foreign exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11) (3) 1
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(598) (56) (14)
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) – (2)
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 (2) (6)
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (2) (8)
17. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Structured deposits, at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,041 31,020 –
Wealth management products, at fair value /H1118/H1118/H1118/H1118/H1118/H1118180,420 384,421 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118247,461 415,441 –
The structured deposits and wealth management products were issued by banks in Chinese mainland. They were
mandatorily classified as financial assets at fair value through profit or loss as their contractual cash flows are not solely
payments of principal and interest.
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Structured deposits, at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,041 30,020 –
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 325 ---
18. INVENTORIES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,522 122,489 54,213
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118234,882 164,711 146,296
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,955 78,183 71,799
Less: Provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(65,154) (43,524) (34,425)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118373,205 321,859 237,883
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118508 502 520
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118508 489 308
Less: Provision for impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(823) (801) (828)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193 190 –
19. TRADE RECEIV ABLES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,436 106,874 293,381
Impairment, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,738) (4,213) (976)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,698 102,661 292,405
As at the end of each of the Relevant Periods, the Group had certain concentrations of credit risk as 38.3%, 45.7%,
99.8% and 93.6%, 90.8%, 99.8% of the Group’s trade receivables were due from the Group’s largest customers and five
largest customers, respectively.
The Group does not hold any collateral or other credit enhancements over its trade receivable balances. Trade
receivables are non-interest-bearing.
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,442 20,168 26,015
Impairment, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,737) (3,088) (165)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,705 17,080 25,850
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 326 ---
An ageing analysis of the trade receivables as at 31 December 2023, 2024 and 2025, based on the time of revenue
recognition and net of loss allowance, is as follows:
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,984 85,236 273,960
3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,507 15,256 18,445
6 to 9 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,035 2,169 –
9 to 12 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 7 2––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111864,698 102,661 292,405
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118930 14,589 20,370
3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118486 2,491 5,480
6 to 9 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 1 7––
9 to 12 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 7 2––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,705 17,080 25,850
The movements in the loss allowance for impairment of trade receivables are as follows:
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,514) (3,738) (4,213)
Impairment losses, net (note 6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,777 (475) 3,237
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) – –
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,738) (4,213) (976)
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,653) (2,737) (3,088)
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(84) (351) 2,923
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,737) (3,088) (165)
The Group applies the simplified approach to provide for expected credit losses prescribed by IFRS 9, which permits
the use of the lifetime expected credit loss provision for all trade receivables. The Group overall considers the characteristics
of the shared credit risk and the ageing of the trade receivables to measure the expected credit losses. The expected credit
losses of trade receivables are assessed on an individual or portfolio basis. Considering the credit risk characteristics of
different customers, the Group assesses the expected credit losses of trade receivables with shared risk characteristics based
on their ageing portfolio, adjusted as appropriate to reflect current and forward-looking information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 327 ---
The information about the credit risk exposure on the Group’s trade receivables is set out below:
The Group
Expected credit
loss rate
Gross carrying
amount
Expected credit
losses
Net carrying
amount
RMB’000 RMB’000 RMB’000
As at 31 December 2023
Provision on a collective basis
Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.22% 53,102 118 52,984
3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.85% 6,563 56 6,507
6 to 9 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814.49% 5,888 853 5,035
9 to 12 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839.22% 283 111 172
Provision on an individual
basis – others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100.00% 2,600 2,600 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,436 3,738 64,698
As at 31 December 2024
Provision on a collective basis
Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.72% 85,854 618 85,236
3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.35% 15,465 209 15,256
6 to 9 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816.80% 2,607 438 2,169
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100.00% 348 348 –
Provision on an individual
basis – others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100.00% 2,600 2,600 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,874 4,213 102,661
As at 31 December 2025
Provision on a collective basis
Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.20% 274,521 561 273,960
3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.20% 18,860 415 18,445
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,381 976 292,405
The information about the credit risk exposure on the Company’s trade receivables is set out below:
The Company
Expected credit
loss rate
Gross carrying
amount
Expected credit
losses
Net carrying
amount
RMB’000 RMB’000 RMB’000
As at 31 December 2023
Provision on a collective basis
Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.21% 932 2 930
3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.82% 490 4 486
6 to 9 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814.60% 137 20 117
9 to 12 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839.22% 283 111 172
Provision on an individual basis /H1118/H1118/H1118/H1118100.00% 2,600 2,600 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,442 2,737 1,705
As at 31 December 2024
Provision on a collective basis
Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.72% 14,695 106 14,589
3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.35% 2,525 34 2,491
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100.00% 348 348 –
Provision on an individual basis /H1118/H1118/H1118/H1118100.00% 2,600 2,600 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,168 3,088 17,080
As at 31 December 2025
Provision on a collective basis
Within 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.20% 20,411 42 20,369
3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.20% 5,604 123 5,481
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,015 165 25,850
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 328 ---
20. DERIV ATIVE FINANCIAL INSTRUMENTS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Assets
Foreign exchange option /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,308 – –
Currency swap /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 558 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,308 558 –
Liabilities
Currency swap /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 329
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 329
The foreign exchange option and currency swap are not designated for hedging and are measured at fair value through
profit or loss. Changes in the fair value of the foreign exchange option and currency swap amounting to RMB1,308,000,
RMB558,000 and (RMB329,000) were charged to the statements of profit or loss for the years ended 31 December 2023,
2024 and 2025, respectively.
21. CASH AND CASH EQUIV ALENTS, TIME DEPOSITS AND PLEDGED DEPOSITS
The Group
(a) Cash and cash equivalents
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,741 104,831 379,743
Denominated in:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,074 48,828 7,213
United States Dollar /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,667 55,957 372,371
Hong Kong Dollar /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 46 159
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,741 104,831 379,743
The RMB is not freely convertible into other currencies, however, under Chinese mainland’s Foreign Exchange
Control Regulations and Administration of Settlement, and Sale and Payment of Foreign Exchange Regulations, the Group
is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange business. Cash at
banks earns interest at floating rates based on daily bank deposit rates. Short term time deposits are made depending on the
immediate cash requirements of the Group and earn interest at the respective short term time deposit rates. The bank balances
are deposited with creditworthy banks with no recent history of default.
(b) Pledged deposits
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Pledged cash balances for a foreign exchange
swap /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,083 9,194 1,253
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,083 9,194 1,253
Pledged deposits denominated in RMB /H1118/H1118/H1118/H1118 7,083 9,194 1,253
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 329 ---
(c) Time deposits
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Short-term time deposits with original
maturity of over three months and due
within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118136,821 21,916 42,550
Time deposits with original maturity of over
one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,792 61,591 20,836
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118177,613 83,507 63,386
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Denominated in:
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,474 61,591 63,386
United States Dollar /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116,139 21,916 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118177,613 83,507 63,386
The Company
(a) Cash and cash equivalents
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,822 16,201 3,702
Denominated in:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,315 3,445 1,183
United States Dollar /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,507 12,756 2,519
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,822 16,201 3,702
(b) Time deposits
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Short-term time deposits with original
maturity of over three months and due
within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,682 – 31,970
Time deposits with original maturity of over
one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,745 51,301 20,836
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,427 51,301 52,806
Time deposits denominated in RMB /H1118/H1118/H1118/H1118/H1118/H111851,427 51,301 52,806
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 330 ---
22. TRADE PAYABLES
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Non-Current portion
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,077 – –
Current portion
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,492 34,171 57,158
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,569 34,171 57,158
An ageing analysis of the trade payables of the Group as at 31 December 2023, 2024 and 2025, based on the time
of purchase, is as follows:
Trade payables
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,492 34,171 57,158
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,077 – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,569 34,171 57,158
The trade payables are non-interest-bearing and are normally settled on terms of 30 to 180 days after the acceptance
of invoices.
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current portion
Trade payables to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107,155 129,436 146,510
Trade payables to third parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,067 1,412 1,456
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,222 130,848 147,966
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,222 130,848 147,966
An ageing analysis of the trade payables of the Company as at 31 December 2023, 2024 and 2025, based on the time
of purchase, is as follows:
Trade payables
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,222 130,848 147,966
As at 31 December 2023, 2024 and 2025, all the remaining balances due to subsidiaries recorded in trade payables
were trade related, non-interest-bearing, unsecured and had no fixed terms of settlement.
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 331 ---
23. OTHER PAYABLES AND ACCRUALS
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Payroll and welfare payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,956 35,099 42,745
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118714 616 845
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118173 66 1,813
Sales rebate to customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,049 3,388 4,728
Payables for expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,836 1,052 1,426
Payables for listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 14,145
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,728 40,221 65,702
Other payables in current portion are non-interest-bearing and the terms of repayment is within 12 months.
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Payroll and welfare payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,767 10,511 8,100
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118294 265 276
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 201 385
Payables for listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 14,145
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,067 10,977 22,906
24. CONTRACT LIABILITIES
The Group
As at 1 January As at 31 December
2023 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Advance payments from customers /H1118/H1118/H1118 21,337 7,039 4,655 20,217
The Company
As at 1 January As at 31 December
2023 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Advance payments from customers /H1118/H1118/H1118/H1118/H11184,550 4,550 4,550 8,416
Contract liabilities represented advances received to deliver products. The increase in contract liabilities in the year
2025 was mainly due to the increase in several large short-term advances received from customers in relation to the sales
of products at the end of the year. The decrease in contract liabilities from 2023 to 2024 was mainly due to the fulfilment
of the performance obligations of delivering goods.
25. INTEREST-BEARING BANK LOANS
The Group
As at 31 December 2023
Weighted average
interest rate (%) Maturity RMB’000
Bank loans – secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.80 2024 30,026
APPENDIX I ACCOUNTANTS’ REPORT
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As at 31 December 2024
Weighted average
interest rate (%) Maturity RMB’000
Bank loans – unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.78-0.90 2025 90,000
Bank loans – secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.65-2.75 2025 60,815
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,815
As at 31 December 2025
Weighted average
interest rate (%) Maturity RMB’000
Bank loans – unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.58-2.20 2026 140,000
The Company
As at 31 December 2023
Weighted average
interest rate (%) Maturity RMB’000
Bank loans – secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.80 2024 30,026
As at 31 December 2024
Weighted average
interest rate (%) Maturity RMB’000
Bank loans – unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.78 2025 20,000
Bank loans – secured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.65-2.75 2025 60,815
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,815
As at 31 December 2025
Weighted average
interest rate (%) Maturity RMB’000
Bank loans – unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.58-2.20 2026 60,000
The carrying amounts of borrowings are denominated in RMB.
As of 31 December 2023, the Group and the Company’s outstanding borrowings were jointly guaranteed by its
subsidiary Kunshan Y unyinggu Electronic Technology Co., Ltd. and Mr. Gu Jing, with the aggregate guaranteed amount of
RMB30,026,000.
As of 31 December 2024, the Group and the Company’s outstanding borrowings were secured by a pledge of patents
and guaranteed by Mr. Gu Jing, with the aggregate guaranteed amount of RMB60,815,000.
26. PROVISION
The Group
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Warranties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,083 2,311 451
Less: Current Portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,168 2,041 134
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118915 270 317
APPENDIX I ACCOUNTANTS’ REPORT
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(a) Warranties
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,312 5,083 2,311
Additional provision/(reverse) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,165 (2,326) (1,860)
Amounts utilised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,394) (446) –
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,083 2,311 451
Less: Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,168 2,041 134
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118915 270 317
The Company
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Warranties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,168 405 437
Less: Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118253 135 120
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118915 270 317
(a) Warranties
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,575 1,168 405
Additional provision/(reverse) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,176 (763) 32
Amounts utilised during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,583) – –
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,168 405 437
Less: Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118253 135 120
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118915 270 317
27. SHARE CAPITAL
The Group and the Company
A summary of movements in the Company’s share capital is as follows:
Notes
Numbers of ordinary
shares Share capital
RMB’000
As at 1 January 2023 and 31 December 2023, and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118369,069,750 369,070
Issue of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(a) 5,850,000 5,850
As at 31 December 2024 and 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374,919,750 374,920
Note:
(a) In August 2024, the Company issued 5,850,000 shares in total with par value of RMB1.00 each to Xiangfeng
Phase II (Xiamen) Equity Investment Partnership Enterprise (Limited Partnership) and Chengdu Ceyuan
Guangyi Electronic Information Equity Investment Fund Partnership Enterprise (Limited Partnership). The
total proceeds were received in 2024, with approximately RMB5,850,000 and RMB124,150,000 credited to the
Company’s share capital and capital reserves, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
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28. SHARE-BASED PAYMENT
The Group recognised equity-settled share-based compensation expenses of RMB14,793,000, RMB84,831,000 and
RMB59,794,000 during the years ended 31 December 2023, 2024 and 2025, respectively.
(a) Share Option Plan
To improve the incentive mechanism of the Group, further enhance the work enthusiasm and creativity of the
participants thereto, promote the continued growth of the performance of the Group, and bring economic benefits to the
participants while enhancing the value of the Group, so as to realize the common development of the participants and the
Group, in 2018, a share incentive scheme (the “Share Option Plan”), which was then supplemented in 2019, was approved
by the Shareholders.
Pursuant to the Share Option Plan, each grant of Share Awards needs to meet service requirements from the date of
grant to the later of (1) the date of successful IPO of the Company (the “Lock-up Period”) and (2) the “Service Period”, for
most eligible participants of the Share Option Plan, one-third of the Share Awards shall be released on the date of grant,
one-third shall be released at the first anniversary of the date of grant, and the remaining one-third shall be released at the
second anniversary of the date of grant, upon meeting certain individual performance targets. Once the Service Period meets,
the share options exercised to shares which also require to meet the Lock-up Period. After taking into consideration of the
best estimation of the IPO, the management determined the vesting period of the relevant Share Option Plan based on the
above service requirements. As such, the share-based payment expenses are amortized during the vesting period.
On 24 December 2021, pursuant to the agreement by the Company and the participants, these options were replaced
by restricted shares of the Company, further details of which are set out in note 28(b) to the Historical Financial Information.
The replacement of the Share Option Plan did not give rise to incremental fair value, and thus no additional share-based
payment expenses have been incurred.
(b) Share Incentive Plan
On 30 September 2019, a share incentive scheme (the “Share Incentive Plan”), which was then supplemented in 2020,
2021 and 2022, was approved by the general meeting of shareholders of the Company. Each grant of shares needs to meet
service requirements from the date of grant to the later of (1) the date of successful IPO of the Company and (2) five-year
period from the date of the entry. After taking into consideration of the best estimation of the listing date, the management
determined the vesting period of the relevant shares based on the above performance conditions and service requirements.
As such, the share-based payment expenses are amortised during the vesting period.
Details of granted shares under the Share Incentive Plan are as follows:
Date of grant
Subscription price
per capital/share* Fair value per share*
Number of
shares granted*
20 November 2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00-5.02 3.09-6.22 11,403,172
20 January 2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.52 10.75 232,651
24 December 2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.62-13.17 6.52-17.22 21,533,359
31 May 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.15-13.17 7.54-20.48 1,036,223
23 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.61 22.22 2,274,750
* All numbers of shares of the Company and subscription price per capital/share in this note have been adjusted
retrospectively as if the Company’s conversion into joint stock limited company in December 2022.
The fair value of the shares granted was measured as the market value at the grant date. With the exception of the
shares granted on 23 December 2022, whose fair value was determined based on the investors’ recent capital injection prices,
the fair values of other shares were determined by a third-party valuer using Black-Scholes Model based on investors’ recent
capital injection price. The difference between the fair value of the shares granted and the subscription price was recorded
in the share-based payment reserve within equity with the corresponding “share-based payment expenses” in profit or loss.
The following table lists the inputs to the model used:
As at
20 November 2020
As at
20 January 2021
As at
24 December 2021
As at
31 May 2022
Expected volatility (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853.41 51.78 53.96 55.82
Risk-free interest rate (%) /H1118/H1118/H1118/H1118/H1118/H11183.19 3.24 2.80 2.66
Set out below are details of the movements of the outstanding restricted shares granted under the Share Incentive Plan
throughout the Relevant Periods.
As at 31 December
2023 2024 2025
At the beginning of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,702,436 34,570,319 34,570,319
Forfeited during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(132,117) – –
At the end of the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,570,319 34,570,319 34,570,319
APPENDIX I ACCOUNTANTS’ REPORT
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The weighted average remaining contractual lives for the outstanding restricted shares granted were 2 years, 1 year
and 0.3 year as at 31 December 2023, 2024 and 2025, respectively.
29. RESERVES
The Group
The amounts of the Group’s reserves and the movements therein are presented in the consolidated statement
of changes in equity in the Historical Financial Information.
(a) Capital reserve
The capital reserve of the Group represents the premium in issuing capitals.
The Company
The amounts of the Company’s reserves and the movements therein for the Relevant Periods are presented as
follows:
Share capital Paid in capital Capital reserve
Share-based
payment
reserve
Accumulated
loss Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 /H1118/H1118/H1118369,070 – 783,742 162,006 27,437 1,342,255
Loss for the year /H1118/H1118/H1118/H1118 –––– (243,772) (243,772)
Total comprehensive
loss for the year /H1118/H1118/H1118 –––– (243,772) (243,772)
Share-based payments /H1118 – – – 14,793 – 14,793
Other /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (567) – – (567)
At 31 December 2023
and 1 January 2024 /H1118 369,070 – 783,175 176,799 (216,335) 1,112,709
Loss for the year /H1118/H1118/H1118/H1118 –––– (125,051) (125,051)
Total comprehensive
loss for the year /H1118/H1118/H1118 –––– (125,051) (125,051)
Issue of new shares /H1118/H1118/H11185,850 – 124,150 – – 130,000
Share-based payments /H1118 – – – 84,831 – 84,831
At 31 December 2024
and 1 January 2025 /H1118 374,920 – 907,325 261,630 (341,386) 1,202,489
Loss for the year /H1118/H1118/H1118/H1118 –––– (136,247) (136,247)
Total comprehensive
loss for the year /H1118/H1118/H1118 –––– (136,247) (136,247)
Share-based payments /H1118 – – – 59,794 – 59,794
At 31 December 2025 /H1118 374,920 – 907,325 321,424 (477,633) 1,126,036
30. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
(a) Major non-cash transactions
During the years ended 31 December 2023, 2024 and 2025, the Group had non-cash additions to right-of-use assets
and lease liabilities of RMB3,023,000, RMB3,251,000 and RMB2,443,000, respectively, in respect of lease arrangements for
buildings.
(b) Changes in liabilities arising from financing activities
Payables for listing
expense
Interest-bearing
bank loans Lease liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,370 6,539 21,909
Changes from financing cash flows /H1118/H1118 – 14,017 (3,945) 10,072
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,023 3,023
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 639 235 874
At 31 December 2023 and 1 January
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 30,026 5,852 35,878
Changes from financing cash flows /H1118/H1118 – 117,134 (4,549) 112,585
APPENDIX I ACCOUNTANTS’ REPORT
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Payables for listing
expense
Interest-bearing
bank loans Lease liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 3,251 3,251
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,655 198 3,853
At 31 December 2024 and 1 January
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 150,815 4,752 155,567
Changes from financing cash flows /H1118/H1118 (1,680) (12,230) (4,642) (18,552)
Changes from operating cash flows /H1118/H1118 (12,648) – – (12,648)
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,443 2,443
Increase for listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H111828,473 – – 28,473
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,415 116 1,531
At 31 December 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,145 140,000 2,669 156,814
(c) Total cash outflow for leases
The total cash outflow for leases included in the statement of cash flows is as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118354 373 446
Within financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,945 4,549 4,642
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,299 4,922 5,088
31. CONTINGENT LIABILITIES
As of the end of each of the Relevant Periods, the Group did not have any material contingent liabilities.
32. COMMITMENTS
The Group had the following contractual commitments as at 31 December 2023, 2024 and 2025:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Contracted, but not provided for:
Furniture and fixtures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,380 – –
33. RELATED PARTY TRANSACTIONS
In addition to the transactions detailed elsewhere in the Historical Financial Information, the Group had the following
transactions with related parties during the Relevant Periods:
(a) Compensation of key management personnel of the Group:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Fee
Salaries, allowances, bonuses and benefits in kind
(including contributions to pension plans) /H1118/H1118/H1118/H1118/H111810,233 9,884 6,986
Share-based compensation expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,351) 20,697 11,660
Total compensation paid to key management
personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,882 30,581 18,646
Further details of directors’ and the supervisors’ emoluments are included in note 8 to the Historical Financial
Information.
(b) Redemption rights of the Pre-IPO Investors granted by the obliged shareholders (the “Obliged Shareholders
Redemption Right”)
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 337 ---
The Company has not provided any form of guarantee in connection with any potential failure of the obliged
shareholders to fulfill their obligations relating to the Obliged Shareholders Redemption Right. Accordingly, no financial
liability regarding the Obliged Shareholders Redemption Right was recorded during the Relevant Periods.
34. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at 31 December 2023, 2024 and 2025 are
as follows:
As at 31 December 2023
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 64,698 64,698
Financial assets included in prepayments,
other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 13,054 13,054
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118247,461 – 247,461
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,308 – 1,308
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 177,613 177,613
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,083 7,083
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 189,741 189,741
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248,769 452,189 700,958
Financial liabilities
Financial liabilities at
amortised cost
RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,569
Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,058
Interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,026
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,653
As at 31 December 2024
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 102,661 102,661
Financial assets included in prepayments,
other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,983 7,983
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118415,441 – 415,441
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118558 – 558
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 83,507 83,507
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9,194 9,194
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 104,831 104,831
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118415,999 308,176 724,175
Financial liabilities
Financial liabilities at
amortised cost
RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,171
Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,506
Interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,815
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,492
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 338 ---
As at 31 December 2025
Financial assets
Financial assets at
amortised cost Total
RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118292,405 292,405
Financial assets included in prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,182 2,182
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,386 63,386
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,253 1,253
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118379,743 379,743
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118738,969 738,969
Financial liabilities
Financial liabilities at
fair value through
profit or loss
Financial liabilities at
amortised cost
RMB’000 RMB’000
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118329 –
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 57,158
Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118 – 22,112
Interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 140,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118329 219,270
35. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Group’s financial instruments, other than those with carrying amounts
that reasonably approximate to fair values, are as follows:
Y ear ended 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Time deposits – non-current
Carrying amounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,792 61,591 20,836
Fair values /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,845 63,608 20,966
Management has assessed that the fair values of cash and cash equivalents, pledged deposits, the current portion of
time deposit, trade receivables, trade payables, financial assets included in prepayments, other receivables and other assets,
financial liabilities included in other payables and accruals, approximate to their carrying amounts largely due to the short
term maturities of these instruments.
The Group’s corporate finance team is responsible for determining the policies and procedures for the fair value
management of financial instruments. The corporate finance team reports directly to the chief financial officer and the board
of directors. At the end of each reporting period, the corporate finance team analysed the movements in the values of
financial instruments and determined the major inputs applied in the valuation. The valuation was reviewed and approved
by the chief financial officer.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods
and assumptions were used to estimate the fair values:
The Group invests in represent structured deposit issued by banks in Chinese mainland. The Group has estimated the
fair value of these investments by using a discounted cash flow valuation model based on the market interest rates of
instruments with similar terms and risks.
Derivative financial instruments, which represent foreign exchange option and currency swap, are measured using
valuation techniques similar to forward pricing models, using present value calculations. The models incorporate various
market observable inputs including the credit quality of counterparties, foreign exchange spot and forward rates and interest
rate curves.
The fair values of the non-current portion of time deposits have been calculated by discounting the expected future
cash flows using rates currently available for instruments with similar terms, credit risk and remaining maturities.
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 339 ---
Fair value hierarchy
The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments:
Assets measured at fair value:
As at 31 December 2023
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs Total
(Level 1) (Level 2) (Level 3)
RMB’000 RMB’000 RMB’000 RMB’000
Structured deposits, at fair value /H1118/H1118/H1118/H1118 – 67,041 – 67,041
Wealth management products,
at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118180,420 – – 180,420
Derivative financial instruments /H1118/H1118/H1118/H1118 – 1,308 – 1,308
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118180,420 68,349 – 248,769
As at 31 December 2024
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs Total
(Level 1) (Level 2) (Level 3)
RMB’000 RMB’000 RMB’000 RMB’000
Structured deposits, at fair value /H1118/H1118/H1118/H1118 – 31,020 – 31,020
Wealth management products,
at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118384,421 – – 384,421
Derivative financial instruments /H1118/H1118/H1118/H1118 – 558 – 558
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118384,421 31,578 – 415,999
Liabilities measured at fair value:
As at 31 December 2025
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs Total
(Level 1) (Level 2) (Level 3)
RMB’000 RMB’000 RMB’000 RMB’000
Derivative financial instruments /H1118/H1118/H1118/H1118 – 329 – 329
During the Relevant Periods, there were no transfers of fair value measurements between Level 1 and Level 2 and
no transfers into or out of Level 3.
36. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments, other than derivatives, comprise interest-bearing bank loans and cash and
deposits. The main purpose of these financial instruments is to raise finance for the Group’s operations. The Group has
various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its
operations.
The main risks arising from the Group’s financial instruments are foreign currency risk, credit risk and liquidity risk.
The directors meet periodically to analyse and formulate measures to manage the Group’s exposure to these risks. Generally,
the Group introduces conservative strategies on its risk management. The directors review and agree policies for managing
each of these risks and they are summarised below:
(a) Foreign currency risk
The Group is exposed to transactional exchange rate risk. Such risks arise from transactions conducted by operating
entities in a currency other than its functional currency.
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 340 ---
The following table shows the sensitivity analysis of exchange rate risk, reflecting the impact of reasonable and
possible changes in foreign currency USD/RMB exchange rate on net loss before tax under the assumption that other
variables remain unchanged:
Increase/(decrease) in
USD/RMB rate
Increase/(decrease) in
loss before tax
% RMB’000
As at 31 December 2023
If the USD strengthens against the RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 17,001
If the USD weakens against the RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10) (17,001)
As at 31 December 2024
If the USD strengthens against the RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 10,248
If the USD weakens against the RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10) (10,248)
As at 31 December 2025
If the USD strengthens against the RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 48,462
If the USD weakens against the RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10) (48,462)
(b) Credit risk
The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all customers who
wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on
an ongoing basis.
Maximum exposure and year-end staging
The tables below show the credit quality and the maximum exposure to credit risk based on the Group’s credit policy,
which is mainly based on past due information unless other information is available without undue cost or effort, and
year-end staging classification as at the end of each reporting period. The amounts presented are gross carrying amounts for
financial assets.
As at 31 December 2023
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables* /H1118/H1118/H1118/H1118/H1118/H1118– – – 68,436 68,436
Financial assets included in
prepayments, other
receivables and other
assets** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,65 2––– 13,652
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118177,61 3––– 177,613
Pledged deposits
– Not yet past due /H1118/H1118/H1118/H1118/H11187,08 3––– 7,083
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118189,74 1––– 189,741
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388,089 – – 68,436 456,525
As at 31 December 2024
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables* /H1118/H1118/H1118/H1118/H1118/H1118– – – 106,874 106,874
Financial assets included in
prepayments, other
receivables and other
assets** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,03 9––– 8,039
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,50 7––– 83,507
Pledged deposits
– Not yet past due /H1118/H1118/H1118/H1118/H11189,19 4––– 9,194
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118104,83 1––– 104,831
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118205,571 – – 106,874 312,445
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 341 ---
As at 31 December 2025
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables* /H1118/H1118/H1118/H1118/H1118/H1118– – – 293,381 293,381
Financial assets included in
prepayments, other
receivables and other
assets** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,19 6––– 2,196
Time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,38 6––– 63,386
Pledged deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118
– Not yet past due /H1118/H1118/H1118/H1118/H11181,25 3––– 1,253
Cash and cash equivalents /H1118/H1118
– Not yet past due /H1118/H1118/H1118/H1118/H1118379,74 3––– 379,743
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118446,578 – – 293,381 739,959
* For trade receivables to which the Group applies the simplified approach for impairment, information based
on the provision matrix is disclosed in note 19 to the Historical Financial Information.
** The credit quality of the financial assets included in prepayments, other receivables and other assets is
considered to be “normal” when they are not past due and there is no information indicating that the financial
assets had a significant increase in credit risk since initial recognition. Otherwise, the credit quality of the
financial assets is considered to be “doubtful”.
Further quantitative data in respect of the Group’s exposure to credit risk arising from trade receivables are disclosed
in note 19 to the Historical Financial Information.
(c) Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of
interest-bearing bank loans, and other available sources of financing.
The maturity profile of the Group’s financial liabilities as at the end of the each of the Relevant Periods, based on
the contractual undiscounted payments, is as follows:
Group
Y ear ended 31 December 2023
Within one year or
on demand In the second year
In the third to
fifth year Total
RMB’000 RMB’000 RMB’000 RMB’000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,549 2,098 371 6,018
Interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H111830,772 – – 30,772
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,569 – – 49,569
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H11186,058 – – 6,058
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889,948 2,098 371 92,417
Y ear ended 31 December 2024
Within one year or
on demand In the second year
In the third to
fifth year Total
RMB’000 RMB’000 RMB’000 RMB’000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,508 1,274 67 4,849
Interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118150,815 – – 150,815
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,171 – – 34,171
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H11184,506 – – 4,506
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193,000 1,274 67 194,341
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 342 ---
Y ear ended 31 December 2025
Within one year or
on demand In the second year Total
RMB’000 RMB’000 RMB’000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,232 480 2,712
Interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118141,118 – 141,118
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,158 – 57,158
Derivative financial instruments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118329 – 329
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,112 – 22,112
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118222,949 480 223,429
(d) Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as a going
concern and to maintain healthy capital ratios in order to support its business and maximise shareholders’ value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To
maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders or issue new capitals.
The Group monitors capital using a gearing ratio, which is debt divided by total assets. Debt includes interest-bearing
bank loans and lease liabilities. The gearing ratios as at the end of the Relevant Periods are as follows:
As at 31 December
2023 2024 2025
RMB’000 RMB’000 RMB’000
Interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,026 150,815 140,000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,852 4,752 2,669
Debt /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,878 155,567 142,669
Total asset /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,214,193 1,225,721 1,104,017
Gearing ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183% 13% 13%
37. EVENTS AFTER THE RELEV ANT PERIODS
There are no significant events subsequent to 31 December 2025.
38. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of the subsidiaries of the
Group in respect of any period subsequent to 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
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The following information does not form part of the Accountants’ Report from Ernst & Young,
Certified Public Accountants, Hong Kong, the Company’ s reporting accountants, as set out in
Appendix I to this prospectus, and is included herein for information purposes only. The unaudited
pro forma financial information should be read in conjunction with “Financial Information” and
the Accountants’ Report set out in Appendix I to this prospectus.
A. UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS
The following unaudited pro forma adjusted consolidated net tangible assets attributable to the
owners of the Company has been prepared in accordance with Rule 4.29 of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited and with reference to
Accounting Guideline 7 Preparation of Pro Forma Financial Information for inclusion in
Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants to illustrate
the effect of the Global Offering on our consolidated net tangible assets attributable to owners of
the Company as at 31 December 2025 as if the Global Offering had taken place on 31 December
2025.
The unaudited pro forma statement of adjusted consolidated net tangible assets attributable to
owners of the Company has been prepared for illustrative purposes only and because of its
hypothetical nature, it may not give a true picture of the financial position of the Group as at
31 December 2025 or any future dates following the Global Offering.
Consolidated net
tangible assets
attributable to
owners of the
Company as at
31 December
2025
Estimated net
proceeds from the
Global Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
Unaudited pro forma
adjusted net tangible assets
attributable to owners of
the Company 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$20.81
per share /H1118/H1118/H1118/H1118/H1118/H1118807,505 896,813 1,704,318 3.98 4.56
Notes:
(1) The consolidated net tangible assets attributable to owners of the Company as at 31 December 2025 is
extracted from the Accountants’ Report, which is based on the audited consolidated total equity of the
Company as at 31 December 2025 of approximately RMB817.5 million. The amount of audited consolidated
net tangible assets attributable to the owners of the Company as at 31 December 2025 exclude other intangible
assets of RMB10.0 million.
(2) The estimated net proceeds from the Global Offering are based on the Offer Price of HK$20.81 per share, after
deduction of the underwriting fees and other related expenses payable by the Company (excluding
RMB24,660,000 which have been charged to profit or loss during the Track Record Period) and does not take
into account of any shares which may be issued upon the exercise of the Over-allotment Option. The estimated
net proceeds from the Global Offering are converted from Hong Kong dollars into Renminbi at an exchange
rate of HK$1.0 to RMB0.8747.
(3) The unaudited pro forma adjusted consolidated net tangible assets per share is calculated based on total
427,778,950 shares in issue assuming the Global Offering had been completed on 31 December 2025,
representing 374,919,750 shares in issue and 52,859,200 shares to be issued pursuant to the Global Offering.
(4) For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets, the balances
stated in Renminbi are converted into Hong Kong dollars at an exchange rate of HK$1.0 to RMB0.8747. No
representation is made that the Hong Kong dollar amounts have been, could have been or may be converted
to Renminbi, or vice versa, at that rate or any other rates or at all.
(5) No adjustment has been made to reflect any trading result or other transactions of the Group entered into
subsequent to 31 December 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


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REPORT ON UNAUDITED PRO FORMA FINANCIAL INFORMATION
⭰㰟㛪姯⸒Ṳ⋀㈧
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⤑⏋✱ᷧ⺎27㧺
Tel 曢婘: +852 2846 9888
Fax ₚ䜆: +852 2868 4432
ey.com
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of Viewtrix Technology Co., Ltd
We have completed our assurance engagement to report on the compilation of unaudited pro
forma financial information of Viewtrix Technology Co., Ltd (the “Company”) and its subsidiaries
(hereinafter collectively referred to as the “Group”) by the directors of the Company (the
“Directors”) for illustrative purposes only. The unaudited pro forma financial information consists
of the unaudited pro forma consolidated net tangible assets for the year ended 31 December 2025,
and related notes as set out on pages II-1 of the prospectus dated 18 May 2026 issued by the
Company (the “Unaudited Pro Forma Financial Information”). The applicable criteria on the basis
of which the Directors have compiled the Unaudited Pro Forma Financial Information are described
in Appendix II to the Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to
illustrate the impact of the global offering of shares of the Company on the Group’s financial
position as at 31 December 2025 as if the transaction had taken place at 31 December 2025. As part
of this process, information about the Group’s financial position, has been extracted by the
Directors from the Group’s financial statements for the year ended 31 December 2025, on which an
accountants’ report has been published.
Directors’ responsibility for the Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial Information
in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline
(“AG”) 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars
issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).
Our independence and quality management
We have complied with the independence and other ethical requirements of the Code of Ethics
for Professional Accountants issued by the HKICPA, which is founded on fundamental principles
of integrity, objectivity, professional competence and due care, confidentiality and professional
behavior.
Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related
Services Engagements which requires the firm to design, implement and operate a system of quality
management including policies or procedures regarding compliance with ethical requirements,
professional standards and applicable legal and regulatory requirements.
Reporting accountants’ responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing
Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do
not accept any responsibility for any reports previously given by us on any financial information
used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to
those to whom those reports were addressed by us at the dates of their issue.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 345 ---
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial
Information Included in a Prospectus issued by the HKICPA. This standard requires that the
reporting accountants plan and perform procedures to obtain reasonable assurance about whether
the Directors have compiled the Unaudited Pro Forma Financial Information in accordance with
paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any reports
or opinions on any historical financial information used in compiling the Unaudited Pro Forma
Financial Information, nor have we, in the course of this engagement, performed an audit or review
of the financial information used in compiling the Unaudited Pro Forma Financial Information.
The purpose of the Unaudited Pro Forma Financial Information included in the Prospectus is
solely to illustrate the impact of the global offering of shares of the Company on unadjusted
financial information of the Group as if the transaction had been undertaken at an earlier date
selected for purposes of the illustration. Accordingly, we do not provide any assurance that the
actual outcome of the transaction would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial
Information has been properly compiled on the basis of the applicable criteria involves performing
procedures to assess whether the applicable criteria used by the Directors in the compilation of the
Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the
significant effects directly attributable to the transaction, and to obtain sufficient appropriate
evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the Unaudited Pro Forma Financial Information reflects the proper application of those
adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to the
reporting accountants’ understanding of the nature of the Group, the transaction in respect of which
the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement
circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma
Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled on the basis
stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma Financial
Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Certified Public Accountants
Hong Kong
18 May 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 346 ---
This Appendix is mainly providing investors with an overview on the Articles of Association
of our Company. The following information is only a summary, not covering all the information that
may be material to investors.
SHARES AND REGISTERED CAPITAL
The issuance of the shares of our Company shall be conducted in the principle of openness,
fairness and justness, and each share of the same class shall be entitled to equal rights. Upon the
Listing, the Articles of Association will take effect, under which the Company will no longer have
a weighted voting rights structure and all Class A Ordinary Shares will be converted and
re-designated as Shares without any weighted voting rights on an one-to-one basis. Accordingly,
each of the then issued Shares of the Company will entitle its holder to one vote at the Company’s
general meetings. For shares issued at the same time and within the same class, it shall be issued
in the same conditions and price; and subscribers shall pay the same price for each share they
subscribe. The overseas listed shares issued by our Company may be deposited in accordance with
applicable laws of Hong Kong and the general practice of securities registration and depository.
INCREASE/DECREASE, REPURCHASE AND TRANSFER OF SHARES
Increase/Decrease of Shares
According to the needs for operation and development of our Company, and subject to
applicable laws, administrative regulations, departmental rules, normative documents, Listing
Rules, and requirements by relevant regulatory authorities upon respective resolution by a
Shareholders’ meeting, our Company may increase its registered capital by any of the following
means:
(1) offering of shares to non-specific targets;
(2) offering of shares to specific targets;
(3) distribution of bonus shares to existing Shareholders;
(4) converting the reserved funds into share capital;
(5) other means stipulated by applicable laws, administrative regulations, departmental
rules, normative documents, Listing Rules or stipulated by or recognized by the relevant
regulatory authorities.
To reduce its registered capital, our Company shall proceed it in compliance with the PRC
Company Law, Listing Rules, other relevant applicable laws, administrative regulations,
departmental rules, normative documents and the Articles of Association.
Repurchase of Shares
In any of the following circumstances, our Company may repurchase its issued shares in
accordance with the PRC Company Law, Listing Rules, other relevant applicable laws,
administrative regulations, departmental rules, normative documents and the Articles of Association
and subject to the registration or filing with the relevant regulatory authorities:
(1) reducing the registered capital of our Company;
(2) merging with another company holding shares of our Company;
(3) using shares for stock incentive plans and employee stock plans;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-1 –


--- page 347 ---
(4) acquiring the shares of Shareholders who vote against any resolution adopted at the
Shareholders’ meeting on the merger or demerger of our Company and request our
Company to acquire their shares;
(5) using shares for converting corporate bonds into shares issued by our Company;
(6) as required for our Company to maintain corporate value and Shareholders’ interests;
(7) other circumstances approved by applicable laws, administrative regulations,
departmental rules, normative documents, Listing Rules and regulatory authorities.
Any repurchase under circumstances (3), (5) or (6) above, subject to the requirements of
Listing Rules and the regulatory rules and guidelines of the Hong Kong Stock Exchange, shall be
conducted through open and centralized trading.
A resolution of a Shareholders’ meeting is required for repurchasing shares under
circumstances (1) or (2) above. In accordance with the provisions of the Articles of Association or
the authorization of the Shareholders’ meeting, repurchase of shares under circumstances (3), (5) or
(6) above may be resolved by a resolution of a meeting of the Board with a quorum of more than
two-thirds of Directors, unless otherwise provided by Listing Rules. In compliance with Listing
Rules, the shares acquired under the above circumstance (1), shall be de-registered within 10 days
from the date of repurchase; the shares acquired under the above circumstances (2) or (4), shall be
transferred or de-registered within six months; and the shares acquired under the above
circumstances (3), (5) or (6), shall be transferred or de-registered within three years, and the shares
held in total by our Company shall not exceed 10% of total shares issued by our Company. Where
applicable laws, administrative regulations, departmental rules, normative documents, Listing Rules
and securities regulatory authorities where our Company’s shares are listed provide otherwise
regarding the relevant matters involved in the aforementioned share repurchase, those provisions
shall prevail.
Where our Company acquires its own shares, it shall fulfill its information disclosure
obligations in accordance with relevant laws, regulations, Listing Rules and the relevant provisions
of the CSRC and the Hong Kong Stock Exchange.
Transfer of Shares
Unless otherwise required by applicable laws, administrative regulations, departmental rules,
normative documents, Listing Rules and the Articles of Association, the fully paid shares of our
Company may be transferred freely. The transfer of overseas listed shares shall be registered with
the local Hong Kong share registrar entrusted by our Company.
Shares issued by our Company prior to the public offering shall not be transferred within one
year from the date our Company’s shares are listed and traded on the Hong Kong Stock Exchange.
The Directors, general manager and other senior management of our Company shall report
their shareholding in our Company and changes thereof to our Company, and during their tenure
determined at the time of taking office, the shares transferred each year shall not exceed 25% of the
total number of Company shares held by them; our Company shares held by them shall not be
transferred within one year from the date when the shares of our Company are listed and traded. If
applicable laws, administrative regulations, departmental rules, normative documents and the
Listing Rules provide otherwise, such rules shall apply in the principle of strictness. Within half a
year from departure from our Company, the aforesaid persons shall not transfer our Company shares
held by them. Where the regulations of securities of the place where our company’s shares are listed
provide otherwise regarding the transfer restrictions on overseas-listed shares, such provisions shall
prevail.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-2 –


--- page 348 ---
All transfers of overseas listed shares shall adopt the written transfer instrument in general or
common format or any other form acceptable to the Board (including the standard transfer format
or transfer form prescribed by Hong Kong Stock Exchange from time to time); the written transfer
documents may only be manually signed with signatures, or (if the transferor or the transferee is
a corporation) stamped with valid seals. If the transferor or transferee of the shares of our Company
is a recognised clearing house or its nominee as defined by the relevant regulations in force from
time to time under the laws of Hong Kong, the written transfer documents may be signed by hand
or machine printing. All transfer documents must be placed at the legal address of our Company,
the address of the transfer office or such other place as the Board may designate from time to time.
If our Company refuses to register the transfer of shares, our Company shall, within two months
from the date of the formal application for transfer, provide the transferor and transferee with a
notice of refusal to register the transfer of the shares.
Directors, senior management and Shareholders holding more than 5% of our Company’s
shares who sell shares or other securities of equity nature of our Company held by them within six
months after purchase of the same, or purchase such shares or securities again within six months
after sale of the same, shall have the profits gained returned to our Company, and the Board shall
reclaim such profits. However, this does not apply under circumstances where securities companies
hold more than 5% of the shares due to underwriting and purchasing remaining shares after sale,
or other circumstances stipulated by securities regulatory authorities of the place where our
Company’s shares are listed.
SHAREHOLDERS AND SHAREHOLDERS’ MEETING
Shareholders
Shareholders of our Company are persons who lawfully hold shares of our Company and
whose names are entered in the register of Shareholders, unless there is evidence to the contrary.
Shareholders enjoy rights and assume obligations according to the class of shares they hold; each
share of the same class shall bear the same rights and obligations.
The Shareholders of our Company shall be entitled to the following rights:
(1) receiving dividends and other form of interest distribution in proportion to their
shareholdings;
(2) requiring, convening, chairing, attending by person or by proxy a Shareholders’ meeting
pursuant to the laws, and exercising the speaking right, inquiry right and voting right at
the meeting;
(3) supervising, presenting suggestions on or making inquiries about the business operation
of our Company;
(4) transferring, gifting or pledging the shares held by them, in accordance with applicable
laws, administrative regulations, departmental rules, normative documents, Listing
Rules and the Articles of Association;
(5) accessing and replicating the Articles of Association, the register of Shareholders,
minutes of Shareholders’ meeting, resolutions of Board and publicly disclosed financial
and accounting reports;
(6) participating in the distribution of residual assets of our Company in proportion to their
shareholdings, upon termination or liquidation of our Company;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-3 –


--- page 349 ---
(7) for Shareholders who vote against any resolution adopted at the Shareholders’ meeting
on the merger or demerger of our Company, requesting our Company to acquire its
shares;
(8) any other rights stipulated by applicable laws, administrative regulations, departmental
rules, normative documents, Listing Rules or the Articles of Association.
In the event that any resolution by the Shareholders’ meeting or the Board meeting violates
applicable laws and administrative regulations, the Shareholders may request people’s court to
invalidate such resolution. In the event that the convening procedures or voting means of the
Shareholders’ meeting or the Board meeting violate the laws, administrative regulations or the
Articles of Association, or any resolution violates the Articles of Association, Shareholders may
request people’s court to withdraw such resolution within 60 days from the date of resolution,
unless there are only minor defects in the convening procedures or voting means of the
Shareholders’ meeting or the Board meeting, which do not have a material impact on the
resolutions.
The Shareholders of our Company shall undertake the following obligations:
(1) abiding by applicable laws, administrative regulations, departmental rules, normative
documents, Listing Rules and the Articles of Association;
(2) making payment according to the number of shares subscribed for and the manners of
subscription;
(3) not withdrawing the shares, unless otherwise stipulated by applicable laws,
administrative regulations, departmental rules, normative documents, Listing Rules and
the Articles of Association;
(4) not abusing Shareholder’s rights to harm the interests of our Company or other
Shareholders; not abusing the independent legal person status of our Company and the
limited liability of Shareholders to harm the interests of our Company’s creditors;
(5) any other obligations stipulated by applicable laws, administrative regulations,
departmental rules, normative documents, Listing Rules and the Articles of Association.
Any Shareholder who abuses Shareholder’s rights causing losses to our Company or other
Shareholders shall be liable for compensation pursuant to the laws. Any Shareholder who abuses the
independent legal person status of our Company and the limited liability of Shareholders to evade
debts and severely infringe upon the interests of our Company’s creditors shall be held jointly and
severally liable for our Company’s debts.
The controlling Shareholder or actual controller of our Company shall not utilise its connected
relationship against the interests of our Company, or else, shall compensate our Company for any
loss incurred.
General Rules for Shareholders’ Meetings
The Shareholders’ meeting is the organ of authority of our Company, and shall duly exercise
following functions and powers:
(1) to elect and remove any Director (not including employee representative(s)), and to
determine the remuneration of the relevant Directors;
(2) to review and approve the reports of the Board;
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(3) to review and approve our Company’s profit distribution plans and loss recovery plans;
(4) to resolve on our Company’s increase/decrease of registered capital;
(5) to resolve on our Company’s issuance of bonds or any class of shares, warrants and other
similar securities as well as the listing;
(6) to resolve on our Company’s merger, division, spin-off, dissolution, liquidation or
change of its corporate form;
(7) to modify the Articles of Association;
(8) to decide on the engagement or dismissal of the accounting firm and the audit fee of the
accounting firm;
(9) to review and approve the motions proposed by Shareholder(s) individually or jointly
holding at least 1% voting shares of our Company;
(10) to review and approve the relevant transactions and guarantee matters required to be
resolved by the Shareholders’ meeting as specifically provided in the Articles of
Association;
(11) to review and approve transactions between our Company and its connected persons that
meet the requirements for approval by the Shareholders’ meeting under Listing Rules;
(12) to review and approve our Company’s purchase or disposals of material assets
accumulated within one year in the amount exceeding 30% of latest audited total assets
of our Company;
(13) to review and approve the change in the use of raised proceeds;
(14) to review and approve the stock incentive plans and employee stock plans;
(15) to adopt resolutions on certain acquisition of our Company’s own shares by itself due to
the circumstances as specifically provided in the Articles of Association;
(16) other matters to be decided by Shareholders’ meeting under applicable laws,
administrative regulations, departmental rules, normative documents, Listing Rules and
the Articles of Association.
There are two types of Shareholders’ meetings: annual Shareholders’ meeting and
extraordinary Shareholders’ meeting. The annual Shareholders’ meeting shall be convened once a
year, and shall be held within six months from the end of last accounting year.
The extraordinary Shareholders’ meeting shall be convened when necessary. The
extraordinary Shareholders’ meeting shall be convened within two months from the date of
occurrence of any of the following events:
(1) the number of Directors is less than two-thirds of the quorum required by the PRC
Company Law, or less than two-thirds of the quorum required by the Articles of
Association;
(2) the outstanding losses of our Company account for one-third of our Company’s total
share capital;
(3) Shareholder(s) individually or jointly holding at least 10% shares of our Company
send(s) a written request for meeting;
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(4) the Board deems necessary;
(5) the Audit Committee proposes to convene the meeting;
(6) more than two independent non-executive Directors propose to convene the meeting;
(7) other circumstances under applicable laws, administrative regulations, departmental
rules, normative documents, Listing Rules, or the Articles of Association.
The motions proposed by the convener shall be included in the agenda of the Shareholders’
meeting under circumstances (3), (4), (5) or (6) above.
Convening of Shareholders’ Meetings
Independent Non-Executive Directors may propose to convene an extraordinary Shareholders’
meeting. In accordance with applicable laws, administrative regulations, departmental rules,
normative documents, Listing Rules and the Articles of Association, the Board shall provide written
feedback on whether to agree or disagree with the proposal to convene such extraordinary
Shareholders’ meeting within 10 days after receiving the proposal. In the event the Board agrees to
convene an extraordinary Shareholders’ meeting, the Board shall issue an extraordinary
Shareholders’ meeting notice within five days of making its resolutions. In the event that the Board
declines to convene an extraordinary Shareholders’ meeting, the Board shall specify the reasons and
make an announcement.
The Audit Committee may propose in writing to convene an extraordinary Shareholders’
meeting. In accordance with applicable laws, administrative regulations, departmental rules,
normative documents, Listing Rules and the Articles of Association, the Board shall provide written
feedback on whether to agree or disagree with the proposal to convene such extraordinary
Shareholders’ meeting within 10 days after receiving the proposal. In the event the Board agrees to
convene an extraordinary Shareholders’ meeting, the Board shall issue an extraordinary
Shareholders’ meeting notice within five days of making its resolutions, and any changes to the
original proposal in such notice shall be agreed upon by the Audit Committee. In the event that the
Board declines to convene an extraordinary Shareholders’ meeting or fails to respond within 10
days, it shall be deemed to be unable or to fail to fulfill its duty to convene a Shareholders’ meeting
and then the Audit Committee may convene and preside over the meeting on its own.
Shareholder(s) individually or jointly holding 10% or more of shares may request in writing
to convene an extraordinary Shareholders’ meeting to the Board, and specify the subject of the
meeting. In accordance with applicable laws, administrative regulations, departmental rules,
normative documents, Listing Rules, the Articles of Association and the relevant rules of procedure
for the meeting, the Board shall provide written feedback on whether to agree or disagree with the
request to convene such extraordinary Shareholders’ meeting within 10 days after receiving the
request. In the event the Board agrees to convene an extraordinary Shareholders’ meeting, the Board
shall issue an extraordinary Shareholders’ meeting notice within five days of making its resolutions,
and any changes to the original request in such notice shall be agreed upon by the requesting
Shareholder(s). In the event that the Board declines to convene an extraordinary Shareholders’
meeting or fails to respond in writing within 10 days after receiving the request, Shareholder(s)
individually or jointly holding 10% or more of shares may request in writing to convene an
extraordinary Shareholders’ meeting to the Audit Committee. In the event the Audit Committee
agrees to convene an extraordinary Shareholders’ meeting, the Audit Committee shall issue an
extraordinary Shareholders’ meeting notice within five days of receiving such request, and any
changes to the original request in such notice shall be agreed upon by the requesting Shareholder(s).
In the event that the Audit Committee fails to issue the notice within the time limit, it shall be
deemed to fail to convene and chair a Shareholders’ meeting, and then the Shareholder(s)
individually or collectively holding 10% or more of shares for at least 90 consecutive days may
convene and chair the meeting on its/their own.
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In the event of the Audit Committee or the Shareholder(s) convening and holding a
Shareholders’ meeting on its/their own, the necessary expenses incurred for such meeting shall be
borne by our Company.
Notice of Shareholders’ Meetings
To hold an annual Shareholders’ meeting, the convener shall notify all Shareholders by
announcement 21 days in advance. To hold an extraordinary Shareholders’ meeting, the convener
shall notify all Shareholders by announcement 10 business days or 15 days (whichever is longer)
in advance. If applicable laws, administrative regulations, departmental rules, normative
documents, the Listing Rules and the Articles of Association provide otherwise, such rules shall
apply. The period shall exclude the date on which the meeting is convened.
The notice of Shareholders’ meeting shall be made in writing (including paper documents or
electronic documents that meet the requirements of the relevant regulatory rules of the place where
our Company’s securities are listed) and include the following:
(1) the time, place and duration of meeting;
(2) convening method of the meeting;
(3) matters and proposals submitted to the meeting for review;
(4) if any Director, general manager or other senior management has a material interest in
the matter to be discussed at the meeting, the nature and degree of interest shall be
disclosed; if the implications of the matter to be discussed on such Director, general
manager or other senior management in their capacity as Shareholders are different from
the implications on other Shareholders, such difference shall be explained;
(5) meeting materials necessary for Shareholder’s voting;
(6) a conspicuous statement: all Shareholders have the right to attend the Shareholders’
meeting and may appoint proxies in writing to attend the meeting and participate in the
voting, and a Shareholder proxy need not be a Shareholder of our Company;
(7) time and address for lodging proxy forms;
(8) record date for determining Shareholders’ entitlement to attend the Shareholders’
meeting;
(9) the convener and chairman of the meeting, the proposer of an extraordinary
Shareholders’ meeting and the proposer’s written proposal;
(10) name and telephone number of the permanent contact person for meeting affairs;
(11) time and voting procedures for voting online or by other means;
(12) the notice and supplementary notice of Shareholders’ meeting shall contain information
as required by Listing Rules and the Articles of Association and shall fully, completely
and accurately disclose the specific contents of all proposals and all information or
explanations necessary for the Shareholders to make reasonable judgment on the
proposed matters. Where the opinions of independent non-executive Directors are
necessary for matters to be discussed, the opinions and reasons given by independent
non-executive Directors shall be disclosed simultaneously when the Shareholders’
meeting notice or supplementary notice is issued.
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Proposals at Shareholders’ Meetings
When our Company convenes a Shareholders’ meeting, the Shareholder(s) individually or
jointly holding 1% or more of shares of our Company are entitled to put forward new proposals to
our Company and submit them in writing to the convener ten days in advance, and the convener of
the Shareholders’ meeting shall issue a supplemental notice of Shareholders’ meeting, announcing
the contents of the new proposals, within two days after receiving such proposals, and include the
matters in the new proposals that fall within the scope of authorities of the Shareholders’ meeting
in the agenda of the meeting and submit the same to the Shareholders’ meeting for deliberation.
Proxy at Shareholders’ Meetings
A Shareholder may appoint a proxy in writing, and the appointing Shareholder or his/her
attorney proxy shall sign a proxy form in writing; if the appointing Shareholder is a corporate entity,
such appointment shall be signed by its duly authorised representative.
The power of attorney issued by any Shareholder for appointing a proxy to attend the
Shareholders’ meeting shall include the instructions to vote for, vote against or abstain from each
matter to be discussed as listed in the agenda of the Shareholders’ meeting. Such power of attorney
shall specify whether the proxy may vote at his/her own discretion in absence of instructions from
the Shareholder. If it is not specified, it shall be deemed that the proxy is entitled to vote at his/her
own discretion.
Where the appointing Shareholder dies, loses the capacity to act, withdraws the power of
attorney, withdraws the authorization to sign the power of attorney or where the relevant shares
have been assigned before voting, the vote made by the proxy so appointed shall be still valid, as
long as our Company did not receive a notice in writing of such events before meeting.
Resolutions of Shareholders’ Meetings
There are two kinds of resolutions made at Shareholders’ meeting, namely: ordinary
resolutions and special resolutions. Ordinary resolutions shall be approved by more than half of
voting rights held by the Shareholders (including proxies) attending the Shareholders’ meeting.
Special resolutions shall be approved by above two-thirds of the voting rights held by Shareholders
(including proxies) attending the Shareholders’ meeting.
A Shareholder or proxy shall exercise its voting rights pertaining to the voting shares held by
it when voting at Shareholders’ meeting, and each share shall have one vote. When voting on shares,
Shareholders (including their proxies) with two or more voting rights are not required to cast all
their votes in favor or against a proposal. However, there is no voting rights attached to the shares
held by our Company, and such portion of shares shall not be included in the total number of shares
with voting rights at Shareholders’ meeting.
When the matters of connected transactions (as defined in Listing Rules) are reviewed at
Shareholders’ meeting, connected Shareholders or their close associates (as defined in Listing
Rules) shall not vote, and the number of voting shares held by them shall not be included in the total
number of valid votes. The announcement on resolution of Shareholders’ meeting shall fully
disclose the voting results of non connected Shareholders. Before the Shareholders’ meeting
reviews connected transactions, our Company shall determine the scope of connected Shareholders
in accordance with relevant laws, regulations, and normative documents. Connected Shareholders
or their proxies may attend the Shareholders’ meeting and express their views to the attending
Shareholders in accordance with the meeting procedures.
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If any Shareholder is required to abstain from voting in respect of a certain motion, or any
Shareholder is restricted to vote for or against a certain motion in accordance with applicable laws,
administrative regulations, departmental rules, Listing Rules, the Articles of Association and
relevant rules of procedure for the meeting, such Shareholder shall abstain from voting or vote
pursuant to such requirement and restriction. The votes of such Shareholder or its proxy shall not
be counted in the event that such requirement or restriction is violated.
The following matters shall be approved by ordinary resolutions at the Shareholders’ meeting:
(1) the work report of the Board;
(2) the profit distribution plan and plan for covering losses formulated by the Board;
(3) the election and removal of members of the Board (not being employee
representative(s)) and their remunerations and the method of payment thereof;
(4) the engagement or dismissal of the accounting firm and the audit fee of the accounting
firm;
(5) the relevant transactions and guarantee matters required to be resolved by the
Shareholders’ meeting as specifically provided in the Articles of Association;
(6) connected transactions between our Company and its connected persons that meet the
requirements for approval by the Shareholders’ meeting under the Listing Rules;
(7) change in the use of raised proceeds;
(8) other matters to be decided by the Shareholders’ meeting other than those required to be
approved by a special resolution under applicable laws, administrative regulations,
departmental rules, normative documents, Listing Rules and the Articles of Association.
The following matters shall be approved by special resolutions at the Shareholders’ meeting:
(1) the increase or decrease of share capital of our Company;
(2) the issuance of any class of shares, warrants and other similar securities as well as the
listing of our Company;
(3) the division, spin-off, merger, or the change of corporate form of our Company;
(4) the termination, dissolution or liquidation of our Company (including voluntary
liquidation);
(5) the amendment to the Articles of Association;
(6) the purchase, disposals of material assets or provision of guarantees accumulated within
one year in the amount exceeding 30% of latest audited total assets of our Company;
(7) the equity stock incentive plans and employee stock plans;
(8) resolutions on certain acquisition of our Company’s own shares by itself due to the
circumstances as specifically provided in the Articles of Association;
(9) any other matters to be approved by extraordinary resolutions as required by applicable
laws, administrative regulations, departmental rules, normative documents, Listing
Rules and the Articles of Association as well as other matters that are determined by the
ordinary resolutions of the Shareholders’ meeting to have a significant impact on our
Company and require to be approved by special resolutions.
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DIRECTORS AND THE BOARD OF DIRECTORS
Directors
The Directors of our Company shall be natural persons.
Directors shall be elected or replaced at Shareholders’ meeting, for a tenure of three years.
Upon the expiration of his tenure, a Director may be re-elected and serve consecutive terms.
The tenure of a Director shall be from the date of appointment to the expiry of tenure of the
current Board. If a Director’s tenure expires but an alternate Director is not elected in time, or the
resignation of a director during the tenure causes the number of board members to be less than the
quorum, then before the alternate Director holding office, the original Director shall still perform
the duties as Director, in accordance with applicable laws, administrative regulations, departmental
rules, normative documents, Listing Rules and the Articles of Association.
A Director may propose resignation before expiry of tenure, by filing a resignation report in
writing to the Board. The Board will disclose the relevant information within the time limit
specified by applicable laws, administrative regulations, departmental rules, normative documents,
and Listing Rules. Directors shall not evade their responsibilities through resignation or other
means. If the resignation of a Director causes the number of board members to be less than the
quorum, then before the alternate Director holds office, the original Director shall still perform the
duties as Director under applicable laws, administrative regulations, departmental rules, normative
documents, Listing Rules and the Articles of Association. Otherwise, a Director’s resignation shall
be effective from the time such resignation report is delivered to the Board.
Chairman
The Board shall have one Chairman, who shall be elected by more than half of Directors with
a tenure of three years, and may be re-elected and serve consecutive terms.
The Chairman of the Board shall exercise the following powers and functions:
(1) leading the Board and ensuring the effective operation of the Board;
(2) presiding over Shareholders’ meetings, convening and presiding over Board meetings,
formulating and approving the agenda for each Board meeting, taking into account any
matters proposed to be added to the agenda by other Directors where appropriate, and
ensuring that all Directors at the Board meeting are properly informed of such matters;
(3) supervising and inspecting the implementation of resolutions of the Board;
(4) signing the securities issued by our Company;
(5) ensuring that Directors receive adequate information in a timely manner and that such
information is accurate, clear, complete and reliable;
(6) ensuring that appropriate measures are taken to maintain effective liaison with
Shareholders and ensuring that Shareholders’ opinions can be conveyed to the entire
Board;
(7) ensuring that good corporate governance practices and procedures are formulated by our
Company;
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(8) encouraging dissenting Directors to express their concerned matters, providing adequate
time to discuss these matters, and ensuring that the resolutions of the Board can fairly
reflect the consensus of the Board;
(9) examining and approving other matters beyond the scope of authorities of the
Shareholders’ meeting, the Board and the general manager prescribed by laws,
regulations or the Articles of Association; and
(10) other duties granted by the Board.
Where the Chairman is incapable of performing or fails to perform his/her duties, such duties
shall be performed by a Director jointly elected by a majority of Directors.
Board
Our Company sets up the Board, composed of 7 Directors. Directors of our Company shall be
divided into executive Directors, non-executive Directors and independent non-executive Directors.
The number of independent non-executive Directors shall account for at least one-third of the total
number of Directors and shall be no less than three.
The Board shall be responsible to the Shareholders’ meetings and exercise the following
functions and powers:
(1) convening the Shareholders’ meeting, submitting proposals and motions to the
Shareholders’ meetings, proposing to the Shareholders’ meetings for approval of
relevant matters, and submitting work reports to the Shareholders’ meetings;
(2) implementing resolutions of the Shareholders’ meetings;
(3) determining the operating plans and investment schemes of our Company;
(4) formulating the profit distribution plan and loss makeup plan of our Company;
(5) formulating our Company’s plans for increase or decrease of the registered capital,
issuance of shares, corporate bonds or other securities, or listing plans;
(6) contemplating the plans for major acquisitions, share repurchase, merger, division,
dissolution or change of form of our Company;
(7) deciding, to the extent authorized by the Shareholders’ meeting, our Company’s external
investment, acquisition and sale of assets, mortgage of assets, external guarantee,
entrusted management of wealth, connected transactions, external donations and other
matters;
(8) deciding on the setup of internal management bodies of our Company;
(9) deciding on the appointment or dismissal of our Company’s general manager, other
senior officers and company secretary, and deciding on their remuneration, reward and
punishment; deciding on the appointment or dismissal of the president, vice president,
chief financial officer, and other senior officers according to the nomination by the
general manager, and deciding on their remuneration, reward and punishment;
(10) formulating the fundamental management systems of our Company;
(11) formulating the stock incentive plans and employee stock plans;
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(12) formulating the modification plan of the Articles of Association;
(13) managing the information disclosure of our Company;
(14) proposing to the Shareholders’ meeting the engagement or replacement of the accounting
firm which provides audit services to our Company;
(15) hearing the work reports by the general manager and other senior officers of our
Company and inspecting the work performed by the general manager and other senior
officers;
(16) under the authorization of the Articles of Association or the Shareholders’ meeting,
resolving on certain acquisition of our Company’s own shares by itself due to the
circumstances as specifically provided in the Articles of Association;
(17) agree to the appointment or dismissal of the directors and/or general managers of our
Company’s wholly-owned and/or controlled subsidiaries by themselves;
(18) determining the issuance of shares within a three-year period not exceeding 50% of the
Company’s issued share capital, excluding shares issued through contributions of
non-monetary property;
(19) determining the provision of financial assistance for the acquisition of the Company’s
shares by any person, provided that the aggregate amount of such financial assistance
shall not exceed 10% of the total issued share capital of the Company; and
(20) any other functions and powers granted by applicable laws, administrative regulations,
departmental rules, normative documents, Listing Rules, the Articles of Association or
the Shareholders’ meeting.
Upon the consent of more than half of the Board, the Chairman may be authorized to exercise
certain functions and powers of the Board when it is not in session, which shall be determined by
the Board resolutions. However, major matters of our Company shall be decided collectively by the
Board. The statutory functions and powers that should be exercised by the Board shall not be
delegated to the Chairman, the general manager or others.
The Board shall explain to Shareholders’ meeting about the non-standard audit opinions issued
by the CPA firm against the financial statements of our Company.
The Board may hold two kinds of meetings, namely: regular meetings and interim meetings.
The Board shall hold at least four regular meetings per year, approximately once every quarter,
convened by the Chairman. The Chairman shall hold at least one meeting annually with the
independent non-executive Directors without the presence of other Directors. The notice and
relevant documents for the regular meeting shall be delivered to all Directors at least fourteen days
prior to the date of regular meetings (excluding the day on which the meeting is held) for the
purpose of enabling all Directors to attend the meeting.
The notice of interim meeting shall be sent to all Directors five days prior to the date of
interim meetings by fax, e-mail, or other means. In an emergency requiring the Board to hold an
interim meeting as soon as possible, the notice of meeting may be given by telephone or other oral
means, provided that the convener shall make explanations at the meeting. With the consent of all
Directors of our Company, the notification time limit specified in the preceding paragraph may be
waived.
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A meeting of the Board may not be held without more than half of Directors being present.
To determine whether a quorum of meeting exists, any Director who or whose close associates (as
defined in Listing Rules) has an interest in or has a connection with any matter to be resolved at
the meeting, or is required to abstain from voting according to Listing Rules shall not be counted.
Every Director may cast one vote. A motion at the meeting of the Board may be passed as
resolution by a simple majority of all Directors unless otherwise required by the Articles of
Association, and any Director who or whose close associates (as defined in Listing Rules) has an
interest in or has a connection with any matter to be resolved at the meeting, or is required to abstain
from voting according to the Listing Rules shall abstain from voting, nor shall they exercise voting
rights on behalf of other Directors.
Where there is a tie of votes cast both for and against a resolution, the Chairman shall have
the right to cast one more vote.
Directors shall attend Board meetings in person or actively participate in Board meetings
through electronic means. A Director who is unable to attend a meeting for any reason shall appoint
another Director to attend a Board meeting on its behalf in writing, and the appointed Director shall
issue the power of attorney to the Board. The appointed Director shall exercise the rights as Director
within the scope of authorisation. The failure of a Director to attend a Board meeting in person or
by proxy shall be deemed as waiving his/her voting rights at such meeting.
The Board shall establish an Audit Committee to exercise the powers and functions of
Supervisory Committee as prescribed by the Company Law.
The Audit Committee shall be responsible for reviewing the Company’s financial information
and its disclosures, supervising and evaluating internal and external audit performances, and
overseeing internal controls. The following matters shall be approved by a majority of all members
of the Audit Committee and submitted to the Board for reviewing:
(1) the disclosure of financial accounting reports, financial information contained in
periodic reports, and internal control evaluation reports;
(2) the engagement or dismissal of the accounting firm engaged to conduct audit services for
the listed company;
(3) the appointment or dismissal of the Chief Financial Officer of the listed company;
(4) the amendments to accounting policies or accounting estimates, or corrections of
material accounting errors, other than changes due to alterations in accounting
standards; and
(5) other matters stipulated by laws, administrative regulations, the regulations of securities
of the place where our company’s shares are listed, or the Articles of Association.
General Manager and Other Senior Management
Our Company shall have one general manager who shall be appointed or dismissed by the
Board. Our Company shall have one president, one chief financial officer and several vice
presidents, who shall be nominated by the general manager and appointed or dismissed by the
Board. Our Company’s senior management is composed of general manager, president, chief
financial officer and vice president.
The term of office of the general manager shall be three years and the general manager may
be reappointed and serve consecutive terms upon the expiration of the term.
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The general manager shall be responsible to the Board, and exercises the following functions
and powers:
(1) take charge of the production, operation and management of our Company, organize the
implementation of Board resolutions and report to the Board;
(2) organize the implementation of the annual operation plan and investment plan of our
Company;
(3) contemplate the internal management bodies setup plan of our Company;
(4) contemplate the fundamental management system of our Company;
(5) formulate the specific rules and regulations of our Company;
(6) propose to the Board the appointment or dismissal of other senior managements;
(7) appoint or dismiss a manager other than those who should be appointed or dismissed by
the Board;
(8) other duties authorized by the Articles of Association or the Board.
The general manager shall attend Board meetings.
The senior management shall faithfully perform his/her duties and safeguard the maximum
interest of our Company and all Shareholders. If the senior management fails to faithfully perform
their duties or violate their integrity obligations, causing damage to the interest of our Company and
the public Shareholders, they shall bear compensation liability in accordance with the law.
Eligibility and Obligations of Directors and Senior Management
Any of the following persons shall not act as Director, general manager or other senior
management of our Company:
(1) who has no or limited civil capacity;
(2) who was sentenced for corruption, bribery, embezzlement or misappropriation of
properties or destruction of the order of socialist market-oriented economy, and the
execution of such sentence has expired for no more than five years; or who was deprived
of political rights due to any crime, and the execution of such deprivation has expired
for no more than five years, and for those who have been declared on probation, the
probation period has expired for no more than two years;
(3) who acted as director, factory manager, manager of a company or enterprise in
bankruptcy liquidation, and was personally liable for the bankruptcy of such a company
or enterprise, and a three-year period has not elapsed since the completion of bankruptcy
liquidation of such company or enterprise;
(4) who acted as the legal representative of a company or enterprise whose business license
was revoked or which was ordered to close down due to violation of law and who is
personally liable, and a three-year period has not elapsed since the revocation of the
business license or the closure of such company or enterprise;
(5) who has a significant amount of due and outstanding debts and was listed as dishonest
person subjected to enforcement by the people’s court;
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(6) who has been barred from the securities market by the CSRC for a certain period of time
and such period has not expired yet;
(7) who has been publicly censured or declared unfit by the securities regulatory authorities
of the place where our Company’s shares are listed to serve as directors or senior
management of a listed company, and whose prohibition period remains unexpired;
(8) any other circumstances stipulated by applicable laws, administrative regulations,
departmental rules, normative documents and Listing Rules.
The Directors shall comply with applicable laws, administrative regulations, departmental
rules, normative documents, Listing Rules and the Articles of Association and assume the duty of
loyalty to our Company. Such obligations include:
(1) shall not accept any bribery or other illegal income by using his or her powers and
position;
(2) shall not embezzle our Company’s property or misappropriate our Company’s funds;
(3) shall not open accounts in his/her own name or in the names of others to deposit funds
or assets of our Company;
(4) shall not lend our Company’s funds to others or pledge Company’s properties to others
in violation of the Articles of Association and without the approval of the Shareholders’
meeting or the Board;
(5) shall not accept commission for transactions between our Company and others as
personal gains;
(6) shall not take advantage of duty to seek business opportunities for themselves or others
that would have been directed to our Company, except for those that our Company may
not take the advantage of as resolved by the Board or the Shareholders’ meeting or as
stipulated by applicable laws, administrative regulations and the Articles of Association;
(7) shall not engage in business similar to those of our Company for themselves or others,
without the approval of the Board or the Shareholders’ meeting in accordance with the
Articles of Association;
(8) shall not conclude any contract directly or indirectly with our Company without the
approval of the Board or the Shareholders’ meeting in accordance with the Articles of
Association; these provisions shall apply to the close relatives of Directors or enterprises
directly or indirectly owned by their close relatives, as well as connected persons with
other connection with Directors where they conclude contracts or conduct transactions
with our Company;
(9) shall not disclose any confidential information involving our Company without
authorisation;
(10) shall not impair the interests of our Company through connected relationship;
(11) other loyalty obligations in accordance with applicable laws, administrative regulations,
departmental rule, normative documents, Listing Rules and the Articles of Association.
The senior management assume the aforementioned duty of loyalty.
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The Directors shall comply with applicable laws, administrative regulations, departmental
rules, normative documents, Listing Rules and the Articles of Association and assume the duty of
diligence to our Company. Such obligations include:
(1) shall exercise the powers granted by our Company carefully, faithfully, and diligently so
that the business carried out by our Company is in compliance with applicable laws,
administrative regulations, departmental rules, normative documents, Listing Rules and
economic policies of the state, and such business activities are within the business scope
specified in our Company’s business license;
(2) shall treat all Shareholders equally;
(3) shall stay informed with the business and operation of our Company timely;
(4) shall sign the written confirmation opinions on our Company’s regular reports, and
ensure that the information disclosed by our Company is true, accurate, and complete;
(5) shall provide relevant information and materials to the Audit Committee truthfully and
shall not hinder the Audit Committee or the members of Audit Committee from
performing their duty;
(6) other diligence obligations in accordance with applicable laws, administrative
regulations, departmental rules, normative documents, Listing Rules and the Articles of
Association.
The senior management assume the aforementioned obligations in items (4), (5) and (6).
FINANCIAL ACCOUNTING POLICY
Our Company formulates the financial and accounting system according to applicable laws,
administrative regulations, departmental rules, normative documents and Listing Rules.
The Board shall submit the financial reports prepared by our Company as required by
applicable laws, administrative regulations, departmental rules, normative documents of local
governments and authorities as well as the Listing Rules to Shareholders at each annual
Shareholders’ meeting. Our Company shall not establish other accounting books other than those
required by laws. Our Company’s assets shall not be deposited into any account opened in the name
of any individual person.
The financial report shall be made available for Shareholders’ inspection 20 days prior to the
annual Shareholders’ meeting. The foregoing financial report shall include the Board of Director’s
report, the balance sheet (including various documents as required to be attached by PRC or other
applicable laws, administrative regulations, departmental rules, normative documents and the
Listing Rules) and the profit and loss statement (income statement) or income and expenditure
statement (cash flow statement) or a financial summary report approved by the Hong Kong Stock
Exchange (provided that there will be no violation of applicable PRC laws, administrative
regulations, departmental rules or normative documents).
Our Company shall publish the financial reports at international or Hong Kong accounting
standards twice each accounting year, that is, publish the annual report within four months from the
end of each accounting year, and publish the interim report within three months from the end of the
first six months of each accounting year. Our Company shall publish performance announcements
twice each accounting year, namely, publish the annual performance announcement within three
months from the end of each accounting year, and publish the interim performance announcement
within two months from the end of the first six months of each accounting year. Our Company shall
prepare the above-mentioned annual report and interim report in accordance with applicable laws,
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-16 –


--- page 362 ---
administrative regulations, departmental rules and the Listing Rules, and report, disclose and/or
submit the annual report and interim report and other documents to Shareholders. If the relevant
laws, administrative regulations, securities regulatory authorities of the place where our Company’s
shares are listed, or the Hong Kong Stock Exchange provide otherwise, such provisions shall
prevail.
PROFITS DISTRIBUTION
To distribute after-tax profits of current year, our Company shall allocate 10% of profits for
the statutory reserves of our Company. If the cumulative amount of statutory reserves exceeds 50%
of the registered capital of our Company, no further allocation is required. If the statutory reserves
are insufficient to make up previous losses, then our Company shall firstly make up previous losses
with current profits, before any allocation is made to the statutory reserves in accordance with the
preceding sentence.
After allocation is made to the statutory reserves from after-tax profits, our Company may also
draw discretionary reserves from after-tax profits, subject to the resolution of the Shareholder’s
meeting.
The remaining after-tax profits after loss makeup and allocation to reserves shall be
distributed to Shareholders in proportion to their shareholding percentages, except for those that are
not distributed in proportion to the shareholding percentages as stipulated in the Articles of
Association.
If the Shareholder’s meeting breaches the foregoing provisions and distributes profits to
Shareholders before losses are made up and the statutory reserves are drawn, then Shareholders
shall refund the distributed profits to our Company in violation of the foregoing provisions.
The shares held by our Company per se shall not participate in the profit distribution.
The reserves of our Company are used to make up losses, expand production and operation,
or increase the registered capital of our Company. To make up for our Company’s losses using
reserves, the discretionary reserves and statutory reserves should be used first; if it is still unable
to make up for it, the capital reserves can be used in accordance with relevant provisions.
When the statutory reserves are converted into registered capital, the remaining amount of
said reserves shall not be less than 25% of the registered capital of our Company before such
conversion.
After the Shareholders’ meeting of the Company has resolved on the profit distribution, the
Board shall complete the distribution of dividends (or shares) within six months from the date of
the resolutions of the Shareholders’ meeting.
The amounts paid by Shareholders for shares before our Company’s calls for payments may
incur interest, but Shareholders may not receive dividends upon the amounts prepaid for shares.
Our Company shall appoint a collection agent for the holders of overseas listed shares, who
shall receive the dividends and other payables of our Company in respect of overseas listed shares,
on behalf of said Shareholders.
The collection agent appointed by our Company shall meet the requirements of laws of Hong
Kong and the relevant regulations of Hong Kong Stock Exchange.
The collection agent appointed by our Company for the holders of overseas shares listed in
Hong Kong Stock Exchange shall be a trust company registered under the Trustee Ordinance of
Hong Kong.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-17 –


--- page 363 ---
Subject to the relevant laws and Listing Rules, our Company may confiscate any dividend
unclaimed, provided that such power shall not be exercised before expiration of its applicable
limitation period.
Our Company also has the power to terminate the delivery of a dividend warrant by post to
an holder of offshore listed shares; provided that our Company may exercise such power only if the
cash on such dividend warrant is not withdrawn consecutively two times or more. However, our
Company may also exercise this power if the dividend warrant has been returned undelivered to the
recipient on the first attempt.
Our Company has the right to issue warrants to bearer holders. No new warrant shall be issued
to replace a lost warrant unless it is reasonably assured that the original warrant has been lost. Our
Company shall have the power to sell the shares of offshore listed Shareholders who have been
unable to contact in such manner as the Board may think appropriate, provided, however, that:
(1) dividends are distributed onto such shares at least three times within 12 years, but such
dividends are unclaimed in such period; and
(2) upon expiration of the 12-year period, our Company shall publish a public
announcement on one or more newspapers in Hong Kong, specifying the intention to sell
such shares, and shall notify Hong Kong Stock Exchange of such intention.
ENGAGEMENT OF ACCOUNTING FIRM
Our Company shall engage an independent accounting firm in compliance with relevant laws
and regulations, to conduct accounting statement auditing, net asset verification and other related
consulting services. The engagement period is one year and can be renewed.
The accounting firm engaged by our Company is entitled to following rights:
(1) to access the books of accounts, records, or vouchers of our Company at any time, and
require the Directors, general manager, or other senior management of our Company to
provide related information and explanations;
(2) to require our Company to take all reasonable measures to obtain from its subsidiaries
all information and notes required for said accounting firm to perform its duties;
(3) to attend Shareholders’ meeting, receive the notice of meeting, or other information
related to the meeting accessible to any Shareholder, and make a speech at any
Shareholders’ meeting in respect of any matter involving its role as the accounting firm
of our Company.
If any position of the accounting firm is vacant, the Board may appoint an accounting firm to
fill up such vacancy before the convening of the Shareholders’ meeting. Any other accounting firm
which has been engaged by our Company may continue to act during the period when such a
vacancy exists.
The Shareholders’ meeting may, by means of an ordinary resolution, dismiss any accounting
firm prior to the expiration of its term of office, notwithstanding the terms in the contract between
the accounting firm and our Company, but without prejudice to such accounting firm’s right, if any,
to claim damages from our Company in respect of such dismissal.
The remuneration of the accounting firm shall be decided by an ordinary resolution of the
Shareholders’ meeting. The engagement, dismissal or removal of an accounting firm shall be
decided by the Shareholders’ meeting. The Board shall not engage an accounting firm prior to the
decision by the Shareholders’ meeting.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 364 ---
Our Company shall send a 15-day prior notice to the accounting firm, in order to dismiss or
not to reappoint the accounting firm, and the said accounting firm is entitled to give opinions when
the Shareholders’ meeting votes on the dismissal of the same. The accounting firm, in order to
resign, shall make representations whether our Company has any improper affairs to the
Shareholders’ meeting.
MERGER AND DIVISION OF OUR COMPANY
The merger of our Company may take two forms: merger by absorption or merger by new
establishment.
If our Company merges with a company in which it holds more than ninety percent of the
shares, the merger does not require a resolution of the shareholders’ meeting of the merged
company, but other shareholders must be notified and have the right to request our Company to
purchase their shares at a reasonable price.
If the consideration paid by our Company for the merger does not exceed ten percent of our
Company’s net assets, a resolution of the Shareholders’ meeting is not required, unless otherwise
provided by the Articles of Association and the regulations of the securities exchange and securities
regulatory authorities where our Company’s shares are listed.
Mergers conducted in accordance with the preceding two paragraphs without a resolution of
the Shareholders’ meeting must be approved by a resolution of the Board.
In a merger of our Company, all parties to the merger shall sign the merger agreement and
shall prepare their respective balance sheets and inventory lists of assets. Our Company shall notify
its creditors within 10 days from the date of passing the merger resolution and to make a public
announcement in newspaper or on the National Enterprise Credit Information Publicity System
within 30 days from the date of passing the merger resolution. Upon the merger, the creditors’ rights
and the indebtedness of each merging party shall be assumed by the surviving entity or the newly
established company resulting from the merger.
Where our Company is to be divided, its assets shall be divided accordingly. In the event of
the division of our Company, the parties to such division shall prepare a balance sheet and a list of
assets. Our Company shall notify its creditors within 10 days from the date of the resolution on such
division and shall make a public announcement in newspaper or on the National Enterprise Credit
Information Publicity System within 30 days from the date of the resolution on such division. The
company resulting from the division shall be jointly and severally liable for the pre-division debts
of our Company, unless provided otherwise in a written agreement pertaining to the payment of
debts between our Company and its creditors prior to the division.
Where our Company undergoes a merger or division, changes in the particulars of our
Company shall be registered with the company registration authorities in accordance with the laws.
Where our Company is dissolved, cancellation of its registration shall be conducted in accordance
with the laws. Where a new company is established, it shall be registered in accordance with the
laws.
DISSOLUTION AND LIQUIDATION OF OUR COMPANY
Our Company shall be dissolved upon the occurrence of any of the following events:
(1) expiry of the term of the business or the occurrence of other events of dissolution as
stated in the Articles of Association;
(2) a resolution for dissolution is passed by a Shareholders’ meeting;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
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--- page 365 ---
(3) dissolution is necessary due to a merger or division of our Company;
(4) our Company is revoked of business license, ordered to close or canceled according to
law;
(5) serious difficulties arise in the operation and management of our Company and its
continued existence would cause material loss to the interests of the Shareholders and
such difficulties cannot be resolved through other means, in which case Shareholders
holding at least 10% of all Shareholders’ voting rights may petition a people’s court to
dissolve our Company.
Where our Company is dissolved in accordance with the provisions of items (1), (2), (4) and
(5) above, it shall be liquidated. The Directors shall be the obligors of our Company’s liquidation
and shall form a liquidation committee to carry out the liquidation within 15 days from the date on
which the cause of dissolution arises. The members of the liquidation committee shall be Directors
or other persons appointed by a Shareholders’ meeting. If a liquidation committee is not established
within the time period or a liquidation is not carried out after the establishment of the liquidation
committee, the interested parties may apply to the people’s court to appoint relevant personnel to
establish a liquidation committee to proceed with the liquidation.
The liquidation committee shall exercise the following functions and powers during the period
of liquidation:
(1) to dispose of the property of our Company, and to prepare a balance sheet and a list of
properties;
(2) to inform creditors by notice and public announcement;
(3) to handle unfinished business of our Company relating to the liquidation;
(4) to pay up all outstanding taxes and tax arising during the liquidation process;
(5) to clear up claims and debts;
(6) to distribute the residual properties of our Company after the full settlement of debts;
(7) to represent our Company in civil litigations.
The liquidation committee shall notify the creditors within 10 days after its establishment, and
publish announcements in the newspaper or on the National Enterprise Credit Information Publicity
System within 60 days. Creditors shall, within 30 days from the date of receiving the notice; or for
creditors who do not receive the notice, within 45 days from the date of the public announcement,
declare their claims to the liquidation committee.
The creditor shall provide a description and supporting evidence of the matters relating to
their claims when declaring their claims. The liquidation committee shall register the creditors’
claims.
The liquidation committee shall not make any debt settlement during the period of declaration
of claims.
A liquidation plan shall be formulated by the liquidation committee after the stocktaking of
our Company’s assets has been carried out and the balance sheet and a inventory of assets have been
formulated, and shall be submitted to the Shareholders’ meeting or people’s court for confirmation.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
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After payment of liquidation expenses, staff wages, social insurance expenses and statutory
compensation, payment of outstanding taxes, and payment of our Company’s debts, the residual
assets of our Company shall be distributed to the Shareholders of our Company according to the
proportion of their shareholdings.
During the liquidation period, our Company shall continue to exist but shall not carry out
business activities unrelated to the liquidation. Before our Company’s debts have been fully repaid
in accordance with the provisions of the preceding paragraph, no assets of our Company shall be
distributed to its Shareholders.
Where the liquidation committee, having examined our Company’s assets and having prepared
a balance sheet and an inventory of assets, discovers that our Company’s assets are insufficient to
pay its debts in full, it shall immediately apply to the people’s court for a declaration of bankruptcy
liquidation. After the people’s court has accepted the bankrupt liquidation, the liquidation
committee shall turn over any matters regarding the liquidation to the bankruptcy administrator
designated by the people’s court.
Following the completion of liquidation, the liquidation committee shall formulate a report on
liquidation, which shall be submitted to the Shareholders’ meeting or the people’s court for
confirmation. The liquidation committee shall also submit the aforesaid documents to the company
registration authority and apply for cancellation of registration of our Company.
AMENDMENT TO THE ARTICLES OF ASSOCIATION
Under one of the following circumstances, our Company shall amend the Articles of
Association:
(1) when the Articles of Association contradicts the newly implemented amendments of
PRC Company Law or the relevant applicable laws, administrative regulations,
departmental rules, normative documents and Listing Rules;
(2) due to any change, when the information of our Company is inconsistent with the
matters set forth in the Articles of Association;
(3) when the Shareholders’ meeting has made a resolution to amend the Articles of
Association.
In the event that the amendment to the Articles of Association adopted by the Shareholders’
meeting needs to be approved by the competent authority, our Company shall seek approval from
relevant authority and if it involves company registration matters, change registration shall be
handled in accordance with the law. The Board shall follow such resolution by the Shareholders’
meeting and the approval opinions of relevant authority when amending the Articles of Association.
In the event that an amendment to the Articles of Association qualifies as required disclosure
under applicable laws, administrative regulations, departmental rules, normative documents and
Listing Rules, such amendment should be publicly announced.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
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FURTHER INFORMATION ABOUT THE COMPANY
Incorporation
The Company was established as a limited liability company under the laws of the PRC on
February 24, 2011 and was converted into a joint stock company with limited liability on August
16, 2023.
The Company has established a place of business at 31/F, Tower Two, Times Square, 1
Matheson Street, Causeway Bay, Hong Kong. The Company has been registered as a non-Hong
Kong company in Hong Kong under Part 16 of the Companies Ordinance and the Companies
(Non-Hong Kong Companies) Regulation (Chapter 622J of the Laws of Hong Kong) on July 7,
2025, with Ms. Chu Cheuk Ting appointed as the Hong Kong authorized representative of the
Company for acceptance of the service of process and any notices required to be served on the
Company in Hong Kong.
As the Company was incorporated in the PRC, its operations are subject to the relevant laws
and regulations of the PRC. A summary of the relevant aspects of laws and regulations of the PRC
and the Articles of Association is set out in “Regulatory Overview” and “Appendix III — Summary
of the Articles of Association” in this Prospectus, respectively.
Changes in the Share Capital of the Company
Save as disclosed in the section headed “History, Development and Corporate Structure —
Major Shareholding Changes of the Company” in this Prospectus, there has been no alteration in
the Company’s share capital within two years immediately preceding the date of this Prospectus.
Changes in the Share Capital of the Subsidiaries
A summary of the corporate information and the particulars of the Company’s subsidiaries are
set out in note 1 to the Accountants’ Report in Appendix I to this Prospectus.
There had been no other alterations of share capital of the Company’s subsidiaries within the
two years preceding the date of this Prospectus.
Resolutions of the Shareholders
Pursuant to the resolutions passed at a duly convened general meeting of the Shareholders on
June 12, 2025, it was resolved, among others, and the following was approved:
(i) the issue by the Company of H Shares with a nominal value of RMB1.00 each and such
H Shares be listed on the Hong Kong Stock Exchange;
(ii) the number of H Shares to be issued pursuant to the Global Offering, and the grant to
the Underwriters (or their representatives) of the Over-allotment Option of not more than
25% of the number of H Shares issued pursuant to the Global Offering;
(iii) subject to our obtaining the formal written authorization from the relevant Shareholders
and the completion of filing procedure with the CSRC, conditional upon the completion
of the Global Offering, 374,919,750 Unlisted Shares held by existing Shareholders will
be converted into H Shares on a one-for-one basis;
(iv) subject to the completion of the Global Offering, the Articles of Association have been
approved and adopted, which shall become effective on the Listing Date, and the Board
has been authorized to amend the Articles of Association to the extent necessary in
accordance with any comments from the relevant regulatory authorities;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-1 –


--- page 368 ---
(v) authorization of the Board or its authorized individuals to handle all matters relating to,
among other things, the Global Offering, the issue and listing of H Shares on the Stock
Exchange;
(vi) the granting of a general mandate to the Board to (i) allot and issue Shares, and (ii) sell
and/or transfer Shares out of treasury that are held as treasury shares, at any time within
a period up to the date of the conclusion of the next annual general meeting of the
Shareholders or the date on which the Shareholders pass a resolution to revoke or change
such mandate, whichever is earlier, upon such terms and conditions and for such
purposes as the Board in their absolute discretion deem fit, provided that, the number of
Shares to be issued, or to be sold and/or transferred out of treasury that are held as
treasury shares shall not exceed 20% of the number of Shares in issue as of the Listing
Date; and
(vii) the granting of a general mandate to the Board to repurchase Shares issued on the Stock
Exchange with an aggregate number of not exceeding 10% of the number of the total
issued H Shares as of the Listing Date.
Explanatory Statement on Repurchase of Our Own Securities
The following paragraphs include, among others, certain information required by the Stock
Exchange to be included in this Prospectus concerning the repurchase of our own securities.
Reasons for repurchase
The Board considered that the repurchase of the Shares would be beneficial to and in the best
interests of the Company and its Shareholders as a whole. It can strengthen the investors’
confidence in the Company and promote a positive effect on maintaining the Company’s reputation
in the capital market. Such repurchases will only be made when the Board believes that such
repurchases will benefit the Company and its Shareholder as a whole.
Exercise of the general mandate to repurchase Shares
Subject to the passing of the special resolution approving the grant of the general mandate to
repurchase Shares at annual general meetings, the Board will be granted general mandate to
repurchase Shares until the end of the relevant period. The general mandate to repurchase Shares
would expire on the earlier of:
(a) the conclusion of the next annual general meeting of the Company of which time it shall
lapse unless, by special resolutions passed at that meeting, the authority is renewed,
either conditionally or subject to conditions;
(b) the revocation or variation of the mandate under the resolution by a special resolution
at the next general meeting of the Company; or
(c) the revocation or variation of the mandate under the resolution by a special resolution
at any general meeting of the Company.
Furthermore, we need to complete registration and approval procedures with relevant
government authorities for the actual grant of the repurchase mandate to the Board, as applicable.
The exercise in full of the general mandate to repurchase H Shares would result in a maximum of
10% of the H Shares in issue as of the Listing Date being repurchased by the Company during the
relevant period.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-2 –


--- page 369 ---
Source of funds
In repurchasing its Shares, the Company intends to apply funds from the Company’s internal
resources (which may include surplus funds and retained profits) legally available for such purpose
in accordance with the Articles of Association and the applicable laws, rules and regulations of the
PRC.
The Company is empowered by its Articles of Association to repurchase its Shares. Any shares
to be repurchased will be cancelled or kept as treasury shares if allowed by the Articles of
Association and applicable laws and regulations. Any repurchases by the Company may only be
made out of either the funds of the Company that would otherwise be available for dividend or
distribution or out of the proceeds of a new issue of shares made for such purpose. The Company
may not purchase securities on the Stock Exchange for a consideration other than cash or for
settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to
time.
Suspension of repurchase
A listed company shall not repurchase its shares on the Stock Exchange at any time after
inside information has come to its knowledge until the information is made publicly available. In
particular, during the period of one month immediately preceding the earlier of: (i) the date of the
board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing
Rules) for the approval of the company’s results for any year, half-year, quarterly or any other
interim period (whether or not required under the Listing Rules); and (ii) the deadline for the issuer
to announce its results for any year or half-year under the Listing Rules, or quarterly or any other
interim period (whether or not required under the Listing Rules), until the date of the results
announcement, the company may not repurchase its shares on the Stock Exchange unless there are
exceptional circumstances.
Close associates and core connected persons
None of the Directors or, to the best of their knowledge having made all reasonable inquiries,
any of their close associates have a present intention, in the event the general mandate to repurchase
Shares is approved, to sell any Shares to our Company.
No core connected person of our Company has notified our Company that they have a present
intention to sell Shares to our Company, or have undertaken to do so, if the general mandate to
repurchase Shares is approved.
A listed company shall not knowingly purchase its shares on the Stock Exchange from a core
connected person (namely a director, chief executive or substantial shareholder of the company or
any of its subsidiaries, or a close associate of any of them), and a core connected person shall not
knowingly sell their interest in shares of the company to it.
Status of repurchased Shares
In accordance with the Articles of Association, the Listing Rules and any other applicable laws
and regulations, following a repurchase of the H Shares, the Company may cancel any repurchased
Shares and/or hold them as treasury shares subject to, among others, market conditions and its
capital management needs at the relevant time of the repurchases, which may change due to
evolving circumstances.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-3 –


--- page 370 ---
Takeover implications
If, as a result of any repurchase of Shares, a Shareholder’s proportionate interest in the voting
rights of our Company increases, such increase will be treated as an acquisition for the purposes of
the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could
obtain or consolidate control of our Company and become obliged to make a mandatory offer in
accordance with Rule 26 of the Takeovers Code.
Save as disclosed in this section headed “Statutory and General Information” in Appendix IV
to this Prospectus, the Directors are not aware of any consequences which would arise under the
Takeovers Code as a consequence of any repurchases pursuant to the general mandate to repurchase
Shares.
General
To the best knowledge of the Directors, neither the explanatory statement contained herein nor
the proposed share repurchase has unusual features.
If the general mandate to repurchase Shares were to be carried out in full at any time, there
may be a material and adverse impact on our working capital or gearing position (as compared with
the position disclosed in our most recent published audited accounts). However, the Directors do not
propose to exercise the general mandate to repurchase Shares to such an extent as would have a
material and adverse effect on our working capital or gearing position.
The Directors will exercise the general mandate to repurchase Shares in accordance with the
Listing Rules and the applicable laws in the PRC.
FURTHER INFORMATION ABOUT THE BUSINESS
Summary of Material Contracts
The Group has entered into the following contracts (not being contracts entered into in the
ordinary course of business) within the two years immediately preceding the date of this Prospectus
that is or may be material:
(a) a cornerstone investment agreement dated May 14, 2026 entered into among the
Company, Digital Vista GD Investment LP , China International Capital Corporation
Hong Kong Securities Limited, CITIC Securities (Hong Kong) Limited, CLSA Limited
and GF Securities (Hong Kong) Brokerage Limited, with respect to a subscription of H
Shares at the Offer Price in the aggregate amount of HK$350,000,000;
(b) a cornerstone investment agreement dated May 14, 2026 entered into among the
Company, SpreadCom Limited, China International Capital Corporation Hong Kong
Securities Limited, CITIC Securities (Hong Kong) Limited, CLSA Limited and GF
Securities (Hong Kong) Brokerage Limited, with respect to a subscription of H Shares
at the Offer Price in the aggregate amount of HK$39,000,000; and
(c) the Hong Kong Underwriting Agreement.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-4 –


--- page 371 ---
Intellectual Property
As at the Latest Practicable Date, the following intellectual property rights were material to
the Group’s business:
Trademarks
As at the Latest Practicable Date, the Group had registered the following trademarks which
are material to its business:
No. Trademark Class Registered Owner
Place of
Registration
Registration
Number Expiry Date
1. /H1118/H1118/H1118
 9 The Company Chinese
Mainland
15492231A December 27,
2035
2. /H1118/H1118/H1118
 9 The Company Chinese
Mainland
20499460 August 20,
2027
3. /H1118/H1118/H1118
 9 The Company Chinese
Mainland
20499418 August 20,
2027
4. /H1118/H1118/H1118
 9 The Company Chinese
Mainland
20499187 August 20,
2027
5. /H1118/H1118/H1118
 9 The Company Chinese
Mainland
20499275A September 20,
2027
6. /H1118/H1118/H1118
 9 The Company Chinese
Mainland
20806793 September 20,
2027
7. /H1118/H1118/H1118
 9 The Company Hong Kong 306901966 May 15, 2035
8. /H1118/H1118/H1118
 9 The Company Chinese
Mainland
85670211 December 6,
2035
9. /H1118/H1118/H1118
 9 The Company Hong Kong 306906051 May 20, 2035
10. /H1118/H1118
 9 The Company Hong Kong 306901948 May 15, 2035
11. /H1118/H1118
 9 The Company Chinese
Mainland
20499407 October 27,
2028
12. /H1118/H1118
 28 The Company Chinese
Mainland
68786113 June 20, 2033
13. /H1118/H1118
 35 The Company Chinese
Mainland
68791879 June 20, 2033
14. /H1118/H1118
 42 The Company Chinese
Mainland
68802540 June 20, 2033
15. /H1118/H1118
 12 The Company Chinese
Mainland
68791898 June 20, 2033
16. /H1118/H1118
 38 The Company Chinese
Mainland
68788251 June 20, 2033
17. /H1118/H1118
 38 Viewtrix
Kunshan
Chinese
Mainland
68786079 June 20, 2033
18. /H1118/H1118
 28 Viewtrix
Kunshan
Chinese
Mainland
68802562 June 20, 2033
19. /H1118/H1118
 12 Viewtrix
Kunshan
Chinese
Mainland
68798621 June 20, 2033
20. /H1118/H1118
 9 Viewtrix
Kunshan
Chinese
Mainland
68801747 September 6,
2033
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-5 –


--- page 372 ---
No. Trademark Class Registered Owner
Place of
Registration
Registration
Number Expiry Date
21. /H1118/H1118
 9 The Company Hong Kong 306901957 May 15, 2035
22. /H1118/H1118
 9 The Company Hong Kong 306901975 May 15, 2035
Domain Names
As at the Latest Practicable Date, the Group had registered the following domain names which
are material to its business:
No. Domain Name Registered Owner Expiry Date
1. /H1118/H1118www.viewtrixtech.com the Company April 20, 2034
Patents
As at the Latest Practicable Date, the Group had registered the following patents which are
material to its business:
No. Patent Name Type
Patent
Holder
Jurisdiction of
Registration Patent Number
Effective
Date Expiry Date
1. /H1118/H1118Subpixel arrangement
of a display and
presentation
method thereof
(ɿ྅९
રΐʿՉяତ˙
ج)
Invention The Company Chinese
Mainland
ZL201110215027.9 July 29, 2011 July 29, 2031
2. /H1118/H1118Field sequential color
display ( ఙҏ੹Ѝ
ᜑͪኜ)
Invention The Company Chinese
Mainland
ZL201280074629.X July 20, 2012 July 20, 2032
3. /H1118/H1118Display device and
method for
manufacturing and
driving the same
(ᜑͪண௪˸ʿ͜
Ⴁிձᚨਗ༈ᜑ
ج)
Invention The Company
and
Viewtrix
Kunshan
Chinese
Mainland
ZL201380061814.X January 5,
2013
January 5,
2033
4. /H1118/H1118Subpixel arrangement
of a display and
rendering method
thereof (ٙ
ɿ྅९રΐʿՉ಩
ج)
Invention The Company Chinese
Mainland
ZL201380004439.5 January 17,
2013
January 17,
2033
5. /H1118/H1118Driving method and
driver IC for LCD
panel (׵
LCDᚨਗ˙
ʿՉᚨਗIC)
Invention The Company Chinese
Mainland
ZL201310350309.9 August 12,
2013
August 12,
2033
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-6 –


--- page 373 ---
No. Patent Name Type
Patent
Holder
Jurisdiction of
Registration Patent Number
Effective
Date Expiry Date
6. /H1118/H1118Method and
apparatus for
subpixel rendering
(ݑ
ձༀໄ)
Invention The Company Chinese
Mainland
ZL201380074384.5 September 12,
2013
September 12,
2033
7. /H1118/H1118Display subpixel
layout and
rendering method
(ᜑͪኜɿ྅९ર
ج)
Invention The Company Chinese
Mainland
ZL201380059977.4 November 4,
2013
November 4,
2033
8. /H1118/H1118Display device,
display method
and corresponding
readable medium
(ᜑͪༀໄeᜑͪ
ʿ࿁Ꮠ̙ᛘʧ
ሯ)
Invention The Company Chinese
Mainland
ZL201810240452.5 November 4,
2013
November 4,
2033
9. /H1118/H1118Arrangement method
of multiple LEDs
and LED screen
(ࡈLEDરб
ʿLED࿇)
Invention The Company Chinese
Mainland
ZL201310582642.2 November 19,
2013
November 19,
2033
10. /H1118Driving method and
driver IC for LCD
panel (׵
LCDᚨਗ˙
ʿՉᚨਗIC)
Invention The Company Chinese
Mainland
ZL201310590652.0 November 20,
2013
November 20,
2033
11. /H1118Display subpixel
layout and driving
circuit thereof
(ᜑͪኜɿ྅९ર
бʿՉᚨਗཥ༩)
Invention The Company Chinese
Mainland
ZL201580000097.9 March 17,
2015
March 17,
2035
12. /H1118Method and system
for determining
gray-level
mapping
correlation in a
display panel ( ͜
ʕ
ٙ׌
ʿӻ୕)
Invention The Company Chinese
Mainland
ZL201980095557.9 April 17,
2019
April 17,
2039
13. /H1118Method and system
for determining
overdrive mapping
correlation in a
display panel ( ͜
ʕ
ᗫ
ʿӻ୕)
Invention The Company Chinese
Mainland
ZL201980095248.1 April 1, 2019 April 1, 2039
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-7 –


--- page 374 ---
No. Patent Name Type
Patent
Holder
Jurisdiction of
Registration Patent Number
Effective
Date Expiry Date
14. /H1118Subpixel arrangement
of a display and
presentation
method thereof
(ɿ྅९
રΐʿՉяତ˙
ج)
Invention Viewtrix
Kunshan
Chinese
Mainland
ZL201510400644.4 July 29, 2011 July 29, 2031
15. /H1118Method and
apparatus for
subpixel rendering
(ݑ
ձༀໄ)
Invention Viewtrix
Kunshan
Chinese
Mainland
ZL201711058824.4 September 12,
2013
September 12,
2033
16. /H1118Display subpixel
layout and driving
circuit thereof ( ᜑ
ͪኜɿ྅९રбʿ
Չᚨਗཥ༩)
Invention Viewtrix
Kunshan
Chinese
Mainland
ZL201710952063.0 March 17,
2015
March 17,
2035
17. /H1118Region-based display
data processing
and transmission
(ᜑͪ
ᅰኽஈଣձෂ፩)
Invention Viewtrix
Kunshan
Chinese
Mainland
ZL201680091341.1 December 1,
2016
December 1,
2036
18. /H1118Distributed driving of
a display panel
(ʱб
όᚨਗ)
Invention Viewtrix
Kunshan
Chinese
Mainland
ZL201680002830.5 December 21,
2016
December 21,
2036
19. /H1118Asynchronous control
of display refresh
and light emission
(ମӉછՓᜑͪһ
อձ೯Έ)
Invention Viewtrix
Kunshan
Chinese
Mainland
ZL201780053621.8 January 8,
2017
January 8,
2037
20. /H1118Distributed driving of
a display panel
(ʱб
όᚨਗ)
Invention The Company
and
Viewtrix
Kunshan
Chinese
Mainland
ZL201780073682.0 April 6, 2017 April 6, 2037
21. /H1118
Distributed driving of
a liquid crystal
display (LCD)
panel ( ૰౺ᜑͪኜ
(LCD)ʱб
όᚨਗ)
Invention Viewtrix
Kunshan
Chinese
Mainland
ZL201780073681.6 November 28,
2017
November 28,
2037
22. /H1118Pixel circuit for
light-emitting
elements (೯
྅९ཥ
༩)
Invention Viewtrix
Kunshan
Chinese
Mainland
ZL201910465020.9 May 30, 2019 May 30, 2039
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-8 –


--- page 375 ---
No. Patent Name Type
Patent
Holder
Jurisdiction of
Registration Patent Number
Effective
Date Expiry Date
23. /H1118Method for
calibrating the
correlation
between voltage
and grayscale
values in a display
panel (ࠦ
ʘ
˙
ج)
Invention Viewtrix
Kunshan
Chinese
Mainland
ZL202010026285.1 January 8,
2020
January 8,
2040
24. /H1118Apparatus and
method for
reordering pixel
data (྅९ᅰ
ༀໄ
ج)
Invention The Company Chinese
Mainland
ZL201680078872.7 October 25,
2016
October 25,
2036
25. /H1118Method and system
for estimating and
compensating
aging of light-
emitting elements
in a display panel
(ձ໾Ꮅ
೯Έ
ձ
ӻ୕)
Invention The Company Chinese
Mainland
ZL201980096268.0 May 9, 2019 May 9, 2039
26. /H1118Display subpixel
layout and
rendering method
(ᜑͪኜɿ྅९ર
ج)
Invention Viewtrix
Kunshan
Chinese
Mainland
ZL202010045178.3 January 13,
2020
January 13,
2040
27. /H1118Method and system
for displaying
compensation data
for uneven
brightness
compensation in
compression and
decompression ( Ꮐ
ᐵձ༆Ꮐᐵᜑͪ໾
໾Ꮅ
ձӻ
୕)
Invention The Company Chinese
Mainland
ZL202080069168.1 March 11,
2020
March 11,
2040
28. /H1118Pixel circuit for
light-emitting
devices (೯Έ
྅९ཥ༩)
Invention Viewtrix
Kunshan
Chinese
Mainland
ZL202180026348.6 March 16,
2021
March 16,
2041
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-9 –


--- page 376 ---
Copyrights
As at the Latest Practicable Date, the Group had registered the following copyrights which are
material to its business:
No. Copyright Name Registrant Registration Number Registration Date
1. /H1118/H1118Viewtrix full HD color
diffusion matrix display
algorithm software V1.0
(ԋΌ৷૶Ѝ੹Ꮞ౳ॉ
ழ΁V1.0)
The Company 2014SR022649 February 26,
2014
2. /H1118/H1118Viewtrix full HD color
diffusion matrix display
algorithm software V2.0
(ԋΌ৷૶Ѝ੹Ꮞ౳ॉ
ழ΁V2.0)
The Company 2015SR218596 November 11,
2015
3. /H1118/H1118Viewtrix full HD color
diffusion matrix display
algorithm software V3.0
(ԋΌ৷૶Ѝ੹Ꮞ౳ॉ
ழ΁V3.0)
The Company 2015SR218584 November 11,
2015
4. /H1118/H1118Viewtrix RWGWBW
subpixel rendering
algorithm software V1.0
(ԋRWGWBW ɿ྅९
ழ΁V1.0)
The Company 2017SR034811 February 8, 2017
5. /H1118/H1118Viewtrix UHD USIT screen
control and color
adjustment software V1.0
(ԋUHD USIT࿇
છՓʿЍ੹ሜືழ΁V1.0)
The Company 2017SR040979 February 13,
2017
6. /H1118/H1118Viewtrix TV LINE-OD
effect analysis software
V1.0 (ԋTV
LINE-ODழ΁
V1.0)
The Company 2018SR802556 October 9, 2018
7. /H1118/H1118Viewtrix BV3 8K subpixel
rendering algorithm
software V1.0 (ԋ
BV3 8Kج
ழ΁V1.0)
Viewtrix
Kunshan
2021SR0732234 May 20, 2021
8. /H1118/H1118Viewtrix multifunctional
platform software for
AMOLED screens
supporting multiple
resolutions V1.0 (׵
ԋ
AMOLED࿇ε̌ঐ̨̻
ழ΁V1.0)
Viewtrix
Kunshan
2021SR0732326 May 20, 2021
9. /H1118/H1118Viewtrix VR high frame rate
subpixel rendering
algorithm software V1.0
(ԋVR৷హଟɿ྅९
ழ΁V1.0)
Viewtrix
Kunshan
2021SR0732327 May 20, 2021
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-10 –


--- page 377 ---
No. Copyright Name Registrant Registration Number Registration Date
10. /H1118Viewtrix RU-corner edge
processing software for
AMOLED screens
supporting multiple
resolutions V1.0 (ԋ
ε၇ʱ፫ଟ
AMOLED࿇RUԉᗙᇝ
ஈଣழ΁V1.0)
Viewtrix
Kunshan
2021SR0755444 May 25, 2021
11. /H1118Viewtrix 8K television
screen control and color
adjustment software V1.0
(ԋ8K࿇છՓ
ձЍ੹ሜືழ΁V1.0)
Viewtrix
Kunshan
2021SR0755454 May 25, 2021
12. /H1118Compensation software for
local brightness
nonuniformity in
AMOLED screens
supporting multiple
resolutions V1.0 (׵
ε၇ʱ፫ଟAMOLED࿇
͍໾Ꮅழ
΁V1.0)
Viewtrix
Kunshan
2021SR0755455 May 25, 2021
13. /H1118Viewtrix TV LINE-OD
calibration software V1.0
(ԋTV LINE-ODࣧ
ழ΁V1.0)
Viewtrix
Kunshan
2021SR0755457 May 25, 2021
14. /H1118Viewtrix AMOLED
DeburnIn debugging
software V1.0 (ԋ
AMOLED DeburnIn ሜ༊
ழ΁V1.0)
Viewtrix
Kunshan
2021SR0755458 May 25, 2021
15. /H1118Viewtrix AMOLED vector
color management
software V1.0 (ԋ
AMOLED V ector Color
Manager ழ΁V1.0)
Viewtrix
Kunshan
2021SR0755459 May 25, 2021
16. /H1118/H1118Viewtrix AMOLED display
technology image
processing and
optimization system V1.0
(ԋAMOLED ᜑͪҦ
ஔྡ྅ஈଣၾᎴʷӻ୕
V1.0)
Viewtrix
Chengdu
2025SR2230059 November 19,
2025
17. /H1118/H1118Viewtrix AMOLED local
brightness compensation
and correction software
V1.0 (ԋAMOLED ҅
͍ழ΁
V1.0)
Viewtrix
Chengdu
2025SR2230046 November 19,
2025
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-11 –


--- page 378 ---
No. Copyright Name Registrant Registration Number Registration Date
18. /H1118/H1118Viewtrix VR high frame rate
image rendering and
optimization platform
V1.0 (ԋVR৷హଟྡ
ၾᎴʷ̨̻V1.0)
Viewtrix
Chengdu
2025SR2230034 November 19,
2025
19. /H1118/H1118Viewtrix AMOLED color
calibration and adjustment
software V1.0 (ԋ
AMOLED͍ၾሜື
ழ΁V1.0)
Viewtrix
Chengdu
2025SR2239940 November 20,
2025
20. /H1118/H1118Viewtrix AMOLED gamut
expansion and precise
adjustment software V1.0
(ԋAMOLED Ѝਹᓒ
ၾၚᆽሜືழ΁V1.0)
Viewtrix
Chengdu
2025SR2255404 November 21,
2025
21. /H1118/H1118Viewtrix TV LINE-OD
color calibration and
display optimization
software V1.0 (ԋTV
LINE-OD๟ၾᜑͪ
Ꮄʷழ΁V1.0)
Viewtrix
Chengdu
2025SR2259144 November 24,
2025
22. /H1118/H1118Viewtrix intelligent
debugging software for
multi-resolution
AMOLED screens V1.0
(εʱ፫ଟ
AMOLED౽ঐሜ༊
ழ΁V1.0)
Viewtrix
Chengdu
2025SR2259134 November 24,
2025
23. /H1118/H1118Viewtrix multi-resolution
screen display adaptation
and image optimization
system V1.02 (ԋε
࿇ᜑͪቇৣၾྡ
྅Ꮄʷӻ୕V1.02)
Viewtrix
Chengdu
2025SR2255405 November 21,
2025
DISCLOSURE OF INTERESTS
Disclosure of Interests of Directors and Chief Executive in the Company and Its Associated
Corporations
Save as disclosed in the section headed “Substantial Shareholders”, immediately following the
completion of the Global Offering (assuming that the Over-allotment Option is not exercised), so
far as the Directors are aware, none of the Directors and chief executive has any interests and short
positions in the Shares, underlying Shares or debentures of the Company or any of its associated
corporations (within the meaning of Part XV of the SFO) (i) which will have to be notified to the
Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including
interests and short positions in which they are taken or deemed to have under such provisions of
the SFO), or (ii) which will be required, pursuant to section 352 of the SFO, to be entered in the
register referred to therein, or (iii) which will be required to be notified to the Company and the
Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed
Issuers contained in the Listing Rules.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-12 –


--- page 379 ---
Disclosure of Interests of Substantial Shareholders
As of the Latest Practicable Date, the Company’s subsidiaries were all wholly owned by the
Company and the Directors are not aware of any persons who would, immediately following the
completion of the Global Offering, be directly or indirectly interested in 10% or more of the issued
voting Shares of the other members of the Group (other than the Company).
FURTHER INFORMATION ABOUT DIRECTORS
Particulars of the Service Contracts
Each of the Directors has entered into a service contract with the Company. The principal
particulars of these service contracts comprise (a) the term of the service; (b) termination
provisions; and (c) dispute resolution provision. The service contracts may be renewed in
accordance with the Articles of Association and the applicable laws, rules and regulations from time
to time.
Save as disclosed in this section headed “Statutory and General Information” in Appendix IV
to this Prospectus, none of the Directors has or is proposed to have entered into any service contract
with any member of the Group (excluding contracts expiring or determinable by any member of the
Group within one year without payment of compensation other than statutory compensation).
Remuneration of Directors
For details of the remuneration of Directors, see “Directors and Senior Management —
Remuneration” and note 8 in “Appendix I — Accountants’ Report” in this Prospectus.
Agency Fees or Commissions Received
The Underwriters will receive an underwriting commission in connection with the
Underwriting Agreements, as detailed in “Underwriting — Underwriting Arrangements and
Expenses — Commissions and Expenses.” Save in connection with the Underwriting Agreements,
no commissions, discounts, brokerages or other special terms have been granted by the Group to any
person (including the Directors, promoters and experts referred to in “— Other Information —
Qualifications and Consents of Experts” below) in connection with the issue or sale of any capital
or security of the Company or any member of the Group within the two years immediately
preceding the date of this Prospectus.
Within the two years immediately preceding the date of this Prospectus, no commission has
been paid or is payable for subscription, agreeing to subscribe, procuring subscription or agreeing
to procure subscription for any share in or debentures of the Company.
Disclaimers
(a) None of the Directors nor any of the experts referred to in “Other Information —
Qualifications and Consents of Experts” below has any direct or indirect interest in the
promotion of, or in any assets which have been, within the two years immediately preceding
the date of this Prospectus, acquired or disposed of by, or leased to, any member of the Group,
or are proposed to be acquired or disposed of by, or leased to, any member of the Group.
(b) Save in connection with the Underwriting Agreements, none of the Directors nor any of the
experts referred to in “Other Information — Qualifications and Consents of Experts” below,
is materially interested in any contract or arrangement subsisting at the date of this Prospectus
which is significant in relation to the business of the Group.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-13 –


--- page 380 ---
(c) No cash, securities or other benefit has been paid, allotted or given within the two years
preceding the date of this Prospectus to any promoter of the Company nor is any such cash,
securities or benefit intended to be paid, allotted or given on the basis of the Global Offering
or related transactions as mentioned.
(d) So far as is known to the Directors, none of the Directors or their associates or any
Shareholders who are expected to be interested in 5% or more of the issued share capital of
the Company has any interest in the five largest customers or the five largest suppliers of the
Group in each year during the Track Record Period.
SHARE INCENTIVE SCHEME
Pre-IPO Share Incentive Scheme
The following is a summary of the principal terms of the Pre-IPO Share Incentive Scheme.
The terms of the Pre-IPO Share Incentive Scheme are not subject to the provisions of Chapter
17 of the Hong Kong Listing Rules as they do not involve any grant of Awards (as defined below)
or issuance of new Shares by the Company after the Listing. The Pre-IPO Share Incentive Scheme,
which includes the Share Option Plan and Share Incentive Plan referred in Appendix I, has been
terminated. No further shares will be granted under such plans after listing.
Purpose
The purpose of the Share Incentive Scheme is, among other things, (i) to uphold the
Company’s core values of “growth and sharing” and establish a robust value distribution system that
both motivates and regulates employees, and (ii) to share with employees the benefits derived from
the development of Company and strengthen cohesion.
Administration
The Board is responsible for the formulation, amendment, and interpretation of the Share
Incentive Scheme. The date on which the Awards are granted shall be determined by the Board.
Participants
Persons eligible to participate in the Share Incentive Scheme are employees of the Group who
make contribution to the Group’s development (each a “ Participant ”).
Awards
Under the Pre-IPO Share Incentive Scheme, eligible participants have been granted a right to
subscribe for equity interests/shares (the “ Awards ”) of our employee shareholding platforms,
Yisheng No. 1, Yisheng No. 2, Yisheng No. 3, Yisheng Hong Kong No. 1 and Yisheng Hong Kong
No. 2. See “History, Development and Corporate Structure — Employee Shareholding Platforms.”
Source and number of Shares
The Shares underlying the Awards granted under the Pre-IPO Share Incentive Scheme are held
by the employee shareholding platforms. Upon the grant of Awards, the Participants shall hold
equity interests/shares in the employee shareholding platforms to reflect their respective Awards.
As of the Latest Practicable Date, the number of Shares underlying the Awards granted under
the Pre-IPO Share Incentive Scheme were 36,480,155 Shares consisting of 23,843,783 Shares
through Yisheng No. 1 and 12,636,372 Shares through Yisheng No. 2, representing approximately
9.73% of our total issued Shares immediately before the completion of the Global Offering and
8.53% of our total issued Shares immediately upon completion of the Global Offering (assuming the
Over-allotment Option is not exercised).
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-14 –


--- page 381 ---
Lock-up and vesting
Subject to applicable laws and regulations, the Shares underlying the Awards granted under
the Pre-IPO Share Incentive Scheme are vested in tranches of 20% in each of the five vesting
periods that occur on the first day following the 12-month anniversary of the execution of the
participant’s employment contract up to the first day following the 60-month anniversary of the
execution of the participant’s employment contract.
Personal Awards
Under the Pre-IPO Share Incentive Scheme, prior to the Listing, the Participants shall not
make any arrangements in relation to the equity interests/shares underlying the Awards (the
“Incentive Interests ”) with any third party, including but are not limited to the following, without
the consent of the manager of respective employee shareholding platforms:
(i) entering into arrangement(s) for transfer of the Incentive Interests;
(ii) entrusting the management of the Incentive Interests;
(iii) using the Incentive Interests for debts guarantee; and/or
(iv) entering into other arrangement(s) involving the disposal of the Incentive Interests.
Obligations of the Participants
Under the Pre-IPO Share Incentive Scheme, the Participants shall transfer all the Awards held
by him/her that have not been vested to the person(s) designated by the management of the
employee shareholding platform(s). The consideration of such transfer shall be determined based on
the initial acquisition cost paid by the Participant, plus interest at the rate of 6% per annum if the
Participant violates its obligations under the Pre-IPO Share Incentive Scheme.
Details of the Awards granted
As of the Latest Practicable Date, we had granted Awards representing all the 36,480,155
Shares under the Pre-IPO Share Incentive Scheme to 125 Participants, representing 8.53% of the
total issued Shares immediately upon completion of the Global Offering (assuming the Over-
allotment Option is not exercised).
Details of the Shares under the Pre-IPO Share Incentive Scheme granted to the directors of the
Company or our subsidiaries, who are connected persons of the Company, as of the Latest
Practicable Date are set out below:
Participant Position in the Group
Number of Shares
underlying the
Awards
Approximate
percentage of
Shares underlying
the Awards
granted
immediately
following the
completion of the
Global Offering
(assuming the
Over-allotment
Option is not
exercised)
Dr. Gu Jing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive Director 1,909,836 0.45%
Ms. Zhan Jing /H1118/H1118/H1118/H1118/H1118/H1118Non-executive Director 55,790 0.01%
Mr. Han Zhiyong /H1118/H1118/H1118/H1118Executive Director 3,014,526 0.70%
Other employees of
the Group (1) /H1118/H1118/H1118/H1118/H1118/H1118
/ 34,514,529 8.07%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-15 –


--- page 382 ---
Note:
(1) Representing an aggregate of 122 Participants, with no single Participant being granted Awards with the
underlying Shares representing more than 1.0% of our Company’s total issued Shares immediately after the
completion of the Global Offering (assuming the Over-allotment Option is not exercised).
OTHER INFORMATION
Estate Duty
The Directors have been advised that no material liability for estate duty is likely to fall on
the Group.
Litigation
As of the Latest Practicable Date, the Company was not engaged in any outstanding litigation
or arbitration which may have material adverse effect on the Global Offering and, so far as the
Directors are aware, no material litigation or claim was pending or threatened by or against the
Company.
Joint Sponsors
Each of the Joint Sponsors satisfies the independence criteria applicable to sponsors set out
in Rule 3A.07 of the Listing Rules. For further details, see “Underwriting – Joint Sponsors’
Independence.”
Pursuant to the engagement letters entered into between the Company and the Joint Sponsors,
the aggregate fee payable by us to the Joint Sponsors in respect of their services as sponsors in
connection with the Listing on the Stock Exchange is USD1.10 million.
Compliance Advisor
The Company has appointed Gram Capital Limited as the compliance advisor upon the Listing
in compliance with Rule 3A.19 of the Listing Rules.
Preliminary Expenses
As of the Latest Practicable Date, the Company has not incurred any material preliminary
expenses.
Promoters
All of the promoters of the Company are the then Shareholders as at December 20, 2022
immediately before our conversion into a joint stock company with limited liability. Within the two
years immediately preceding the date of this Prospectus, no cash, securities, or other benefit has
been paid, allotted or given, or has been proposed to be paid, allotted or given, to any of the
promoters in connection with the Global Offering or the related transactions described in this
Prospectus.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-16 –


--- page 383 ---
Qualifications and Consents of Experts
The qualifications of the experts which have given opinions or advice which are contained in,
or referred to in, this Prospectus are as follows:
Name of Expert Qualifications
China International Capital
Corporation Hong Kong
Securities Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation under the SFO to conduct Type 1
(dealing in securities), Type 2 (dealing in futures contracts),
Type 4 (advising on securities), Type 5 (advising on futures
contracts) and Type 6 (advising on corporate finance) of the
regulated activities under the SFO
CITIC Securities (Hong Kong)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation under the SFO to conduct Type 4
(advising on securities) and Type 6 (advising on Corporate
Finance) of the regulated activities as defined under the SFO
Ernst & Y oung /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants under the Professional
Accountants Ordinance (Cap. 50) and Registered Public
Interest Entity Auditor under the Financial Reporting Council
Ordinance (Cap. 588)
Fangda Partners /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisor to the Company as to PRC law
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Independent industry consultant
Each of the experts listed above has given and has not withdrawn their respective written
consents to the issue of this Prospectus with the inclusion of their reports and/or letters (as the case
may be) and the references to their names included in the form and context in which they are
respective included.
Binding Effect
This Prospectus shall have the effect, if an application is made in pursuance hereof, 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.
Bilingual Prospectus
The English language and Chinese language versions of this Prospectus are being published
separately, in reliance upon the exemption provided in Section 4 of the Companies Ordinance
(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter
32L of the Laws of Hong Kong).
Miscellaneous
(a) save as disclosed in the section headed “History, Development and Corporate Structure” and
in this section headed “Statutory and General Information” in Appendix IV to this Prospectus,
within the two years preceding the date of this Prospectus, no share or loan capital of the
Company or any of its subsidiary has been issued or has been agreed to be issued fully or
partly paid either for cash or for a consideration other than cash;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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(b) no share or loan capital of the Company or any of its subsidiary is under option or is agreed
conditionally or unconditionally to be put under option;
(c) no founder, management or deferred shares of the Company or any of its subsidiary have been
issued or have been agreed to be issued;
(d) none of the equity and debt securities of the Company or its subsidiary is presently listed or
dealt in on any other stock exchange nor is any listing or permission to deal being or proposed
to be sought;
(e) the Company has no outstanding convertible debt securities or debentures;
(f) none of the experts listed under “— Qualifications and Consents of Experts”:
(i) is interested beneficially or non-beneficially in any shares in any member of the Group;
or
(ii) has any right or option (whether legally enforceable or not) to subscribe for or to
nominate persons to subscribe for securities in any member of the Group save in
connection with the Underwriting Agreements;
(g) the English text of this Prospectus shall prevail over their respective Chinese text;
(h) there has not been any interruption in the business of the Group which may have or has had
a significant effect on the financial position of the Group in the 12 months preceding the date
of this Prospectus; and
(i) the Company currently is a joint stock company with limited liability and is subject to the PRC
Company Law.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
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DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES
The documents attached to the copy of this Prospectus delivered to the Registrar of Companies
in Hong Kong for registration were:
(a) a copy of each of the material contracts referred to in “Appendix IV — Statutory and
General Information — Further Information about the Business — Summary of Material
Contracts”; and
(b) the written consents referred to in “Appendix IV — Statutory and General Information
— Other Information — Qualifications and Consents of Experts.”
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the Stock
Exchange at www.hkexnews.hk and the Company’s website at www.viewtrixtech.com during a
period of 14 days from the date of this Prospectus:
(a) the Articles of Association;
(b) the Accountants’ Report and the report on the unaudited pro forma financial information
prepared by Ernst & Y oung, the texts of which are set out in “Appendix I —
Accountants’ Report” and “Appendix II — Unaudited Pro Forma Financial
Information”, respectively;
(c) the audited consolidated financial statements of the Group for the years ended December
31, 2023, 2024 and 2025;
(d) the legal opinion from Fangda Partners, the Company’s PRC Legal Advisor, in respect
of, among other things, the general matters and property interests of the Group under the
PRC laws;
(e) the industry report prepared by Frost & Sullivan referred to in the section headed
“Industry Overview” in this Prospectus;
(f) the PRC Company Law, the PRC Securities Law, the Overseas Listing Trial Measures
and the Guidelines for the Articles of Association of Listed Companies issued by the
CSRC together with their unofficial English translations;
(g) the service contracts between each of the Directors and the Company referred to in
“Appendix IV — Statutory and General Information — Further Information about
Directors — Particulars of the Service Contracts”;
(h) each of the material contracts referred to in “Appendix IV — Statutory and General
Information — Further Information about the Business — Summary of Material
Contracts”; and
(i) the written consents referred to in “Appendix IV — Statutory and General Information
— Other Information — Qualifications and Consents of Experts.”
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
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雲英谷科技股份有限公司
VIEWTRIX TECHNOLOGY CO., LTD
